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HomeMy WebLinkAboutVI(A) Discussion/ Action Re: Consultant Contract With JHK & Associates For Transportation Planning And Traffic Engineering Services Agenda 4-15-97 • Item VI A "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR• COMMISSIONER Ocoe \,, S.SCOTT VANDERGRIFT � 1� COMMISSIONERS _ 4 77'`' CITY OF OCOEE RUSTY JOHNSON "" ` a SCOTT ANDERSON 150 N.LAKESHORE DRIVE SCOTT A.GLASS OCOEE,FLORIDA 34761-2258 JIM GLEASON yf�� A%* (407)656 2322 CITY MANAGER OF GI3O STAFF REPORT ELLIS SHAPIRO DATE: April 8, 1997 TO: The Honorable Mayor and City Commissioners FROM: Russ Wagner, AICP, Director of Planning/j`(Lv SUBJ: Contract For Transportation Planning and Traffic Engineering Services ISSUE: Should the City Commission approve the attached contract for continuing transportation planning and traffic engineering services with JHK &Associates? BACKGROUND: On November 5, 1996, the City Commission unanimously approved the hiring of a transportation planning consulting firm and directed staff to begin the formal Request For Qualifications (RFQ) process. A selection committee, comprised of the Director of Planning, City Engineer/Utilities Director, Public Works Director, Capital Projects/Concurrency Analyst, and Commissioner Glass, was formed to review the proposals, rank the firms, interview the top candidates, and recommend the firm which best met the criteria outlined in the RFQ. • Five firms responded to the RFQ. They were rated by individual selection committee members and the top two firms were then interviewed by the committee. On February 4, 1997, the committee voted unanimously to recommend JHK &Associates as the City's transportation planning consultant. DISCUSSION: On February 18, 1997, the City Commission voted unanimously to approve the selection of JHK & Associates as the City's transportation planning consultant and directed staff to enter into negotiations for a continuing consulting services contract. The proposed contract has been reviewed by staff and the City attorney. JHK & Associates has also reviewed and signed the contract. RECOMMENDATION: Staff respectfully recommends that the Mayor and Commissioners approve the contract with JHK & Associates, as attached, and authorize the Mayor and City Clerk to sign the contract. cc: Ellis Shapiro, City Manager Jim Shira, City Engineer/Utilities Director Richard Corwin, Public Works Director Janet Resnik, Capital Projects/Concurrency Analyst Chris Sinclair,Associate Vice President, JHK&Associates c:\jrpdfill\corresp\stfrpt96\jhkcontr.act CONTRACT CONTINUING TRANSPORTATION PLANNING AND TRAFFIC _. . ENGINEERING SERVICES FOR CITY PROJECTS This contract made and entered into the day of , 1997 by and between the: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 hereinafter referred to as the "CITY" and: JHK & Associates One Landmark Center 315 E. Robinson St. - Suite 290 Orlando, FL 32801 hereinafter referred to as the "PLANNER". PREMISES WHEREAS, the CITY desires to retain JHK & Associates for continuing professional Transportation Planning and Traffic Engineering Services for the City of Ocoee; and WHEREAS,the CITY desires to employ the PLANNER for the performance of continuing Transportation Planning and Traffic Engineering Services upon the terms and conditions hereinafter set forth,and the PLANNER is desirous of performing such services upon said terms and conditions; NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: 1 SECTION I GENERAL 1.1 "PLANNER" shall be defined herein to include all principals of the firm of JHK & Associates including full time employees, professional or otherwise, and all other, agents, employees and/or subconsultants retained by the PLANNER to perform its obligations hereunder. 1.2 Prior to the start of any work under this contract,the PLANNER has submitted to the CITY detailed resumes of key professional personnel who will be involved in performing all activities described in the Scope of Services. The CITY hereby acknowledges its acceptance of such personnel to perform services under this Contract. At any time hereafter that the PLANNER desires to change the key professional personnel in an active assignment, it shall submit the qualifications of the new professional personnel to the CITY for prior approval. Key professional personnel shall include principals-in-charge and project managers. Subject to CITY approval, the PLANNER may sub-contract with other professional consultants to provide technical services required by the CITY, but which are otherwise outside the area of expertise of the PLANNER. 1.3 The PLANNER acknowledges that the CITY, at the CITY's option, may request proposals from other consultants to provide Transportation Planning and Transportation Engineering Services for the CITY. The CITY reserves the right to hire any such other consultants to provide such services for City Projects. 1.4 The PLANNER acknowledges that the CITY has retained other consultants, PLANNER and otherwise, and that coordination between said consultants and the PLANNER may be necessary from time to time for the successful completion of work assignments. The PLANNER agrees to provide such coordination as necessary within the Scope of Services as contained in Section 2, Paragraph 2.1 and 2.3. 1.5 The PLANNER will maintain an adequate and competent staff of professionally qualified persons throughout the performance of this Contract to ensure acceptable and timely completion of work authorized by this Contract and such other work as may be authorized by the issuance of a Work Order. 1.6 Requirements for signing and sealing all plans, reports and documents prepared by the PLANNER shall be governed by all Federal, State and Local laws and regulations. 1.7 This Contract is for continuing Transportation Planning and Traffic Engineering Services for CITY projects. It is also anticipated that separate projects will be required of the PLANNER during the term of this Contract. SECTION II SCOPE OF SERVICES The PLANNER shall diligently and in a professional and timely manner perform the services described in Paragraph 2.1 and such other services as may be authorized by issuance of a Work Order. Unless modified in writing by the parties hereto, duties of the PLANNER shall not be construed to exceed those set forth herein. 2.1 GENERAL PLANNING SERVICES The PLANNER agrees to perform professional Transportation Planning and Traffic Engineering services to the CITY as directed by the City Designated Representative in accordance with budgetary amounts approved by the Ocoee City Commission. Examples of the services include, but are not limited to: * Providing General Transportation Consulting Services; * Assisting the CITY in developing a financially feasible Master Transportation Plan; * Assisting the CITY with periodic updates to the Comprehensive Plan, Land Development Code and Capital Improvements Plan; * Performing individual traffic analysis (generation and distribution) for concurrency management; * Assisting the CITY in developing and maintaining a socio-economic data base; * Performing traffic modeling in conjunction with road impact fee updates and Comprehensive Plan Amendments; * Providing annual traffic counts and other counts for special studies and traffic operations analyses; • * Providing assistance working with other governmental agencies on transportation related issues; * Performing intersection analyses and other studies involving traffic operations; * Reviewing traffic studies submitted through the concurrency process or for alternative road impact fees; * Developing access management plans for roads in the City; and * Developing plans for bicycle, pedestrian, and transit ways in conjunction with transportation planning. 2.2 SPECIAL PLANNING SERVICES In addition to the services authorized by Paragraph 2.1 the PLANNER shall perform such other professional Transportation Planning and Traffic Engineering Services as may be authorized by a written Work Order by the CITY. Such services shall be authorized in writing as Work Orders in accordance with Section 2, Paragraph 2.3. The Work Orders may contain additional instructions or provisions specific upon certain aspects of this Contract pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Contract. 2.3 WORK ORDERS' "SCOPE OF SERVICES" Services to be performed by the PLANNER as defined in Paragraph 2.2, with authorization in a written Work Order by the CITY, shall include a Detailed Project Description with an anticipated completion schedule. The PLANNER shall review Work Orders and notify CITY in writing of inadequacies for CITY correction. The PLANNER shall submit to the CITY a"Proposal" for the Work Order. The PLANNER's Proposal shall include a Detailed "Scope of Services for the Work Order", Method(s) of Compensation, and PLANNER's Schedule.to completion, and a listing of special Reimbursable Expenses. 2.3.1 It shall be the responsibility of the PLANNER to provide a Detailed "Scope of Services for the Work Order" so that the CITY's described/defined expectations of the City Project can be achieved. Said "Scope of Services for the Work Order" shall be all inclusive and shall incur all work required to complete the task of the Work Order. 2.3.2 The CITY shall review the PLANNER's "Scope of Services for the Work Order" and delete items in the opinion of the CITY that are not to be done by the PLANNER. The PLANNER shall prepare and submit a new written Proposal (minus the deleted items). The PLANNER will not be responsible for work or services for deleted items. 4 2.4 CHANGE ORDERS Revisions to any Work Order shall be authorized in writing as a Change Order. Each Change Order shall include: a schedule of completion for the work authorized, compensation and methods of compensation. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Contract pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Contract. SECTION III CITY RIGHTS AND RESPONSIBILITIES The CITY shall provide the services described below in a timely fashion at no cost to the PLANNER: 3.1 The CITY shall furnish a CITY Designated Representative or a so mentioned designee, as appointed by the Designated Representative to administer, review and coordinate all work undertaken by the PLANNER in accordance with this Contract. 3.2 Furnish the PLANNER with existing data,records,maps,plans,specifications,reports,fiscal data, and other Planning information that is available in the CITY's files,necessary or useful to the PLANNER for the performance of the Work. All such documents conveyed by the CITY shall be and remain the property of the CITY and shall be returned to the CITY upon completion of the Work to be performed by the PLANNER. 3.3 Make CITY personnel available where required and necessary to assist the PLANNER. The availability and necessity of said personnel to assist the PLANNER shall be determined solely at the discretion of the CITY. 3.4 Provide access to, and make provisions for,the PLANNER to enter upon public and private lands as required for the PLANNER, within a reasonable time,to perform work as necessary to complete the Work Order. 3.5 Examine all reports,sketches,drawings,estimates,proposals,and other documents presented by the PLANNER and render decisions, in writing, indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of the PLANNER. 5 3.6 Transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to design materials, and other matters pertinent to the work covered by this Contract. 3.7 Give prompt written notice to the PLANNER whenever the CITY observes, or otherwise becomes aware of, any development that affects the scope of, timing of the PLANNER's services,or becomes aware of any defect or changes necessary in the work of the PLANNER. 3.8 In the event the CITY fails to comply with the terms and conditions of this section, the PLANNER shall notify the CITY's designated representative in writing so that the CITY may take remedial action. SECTION IV COMPENSATION 4.1 GENERAL Compensation to the PLANNER for services performed shall be in accordance with one of the following methods of compensation, as defined and indicated herein: a. Lump Sum Method b. Closed End Hourly The type and amount of compensation for services requiring a Work Order shall be described on the Work Order. The type and amount of compensation for services described in Section 2.1 shall be Closed End Hourly with a specified not-to-exceed amount in cases where the CITY deems it appropriate. 4.2 LUMP SUM METHOD 4.2.1 Lump sum compensation shall be the total fixed price amount payable under the Lump Sum Method(including all payroll costs, overhead costs, other direct costs, fees, subconsultants' and specialist costs for the services to be provided in the Work Order unless there is a change in the scope of work,or other conditions stipulated in any Change Order,and the Work Order is modified by such Change Order. 4.2.2 Payment to the PLANNER for services performed for a Work Order under the Lump Sum Method shall be monthly in proportion to the percentage of work completed during the month as documented by the PLANNER on a progress report and accepted by the CITY. 6 4.3 CLOSED END HOURLY 4.3.1 Compensation for services performed under the Closed End Hourly method shall be based on the hours worked by PLANNER directly on the Work. Attached"Exhibit A"Professional Hourly Rate Schedule for professional, technical, planning and other personnel of the PLANNER shall be used for hourly rates. Rates in Exhibit "A" shall include all Salary Costs, Benefit Costs, Benefit Costs, General and Administrative Overhead Costs and PLANNER's markup. 4.3.2 Total Compensation for any specific Work shall not exceed the approved Work Order Total without written approval from the CITY. 4.3.3 , Reimbursable Expenses for a Work Order under the Closed End Hourly method shall be submitted for approval with the Work Order. No additional Expenses shall be accepted, unless approved in writing by the CITY. 4.3.4 Payment to the PLANNER for services performed and Reimbursable Expenses for continuing work assignments under the Closed End Hourly method shall be for actual hours worked and expenses incurred during the month as documented by PLANNER and accepted by the CITY. 4.4 INVOICE PROCESS Invoices,which are in an acceptable form and without disputable items that are received by the CITY will be processed for payment within thirty(30) days of receipt by the CITY. The PLANNER will be notified of any disputable items contained in invoices submitted by the PLANNER within fifteen (15) days of receipt by the CITY with an explanation of the deficiencies. The CITY and the PLANNER will make every effort to resolve all disputable items contained in the PLANNER's invoices. Revised invoices received by the CITY will be processed for payment within thirty(30) days of receipt by the CITY. Each invoice shall reference the appropriate Work Order and Change Order if applicable. INVOICES ARE TO BE FORWARDED DIRECTLY TO DIRECTOR OF FINANCE. City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 4.5 PAYMENT IN THE EVENT OF CONTRACT TERMINATION OR SUSPENSION In the event that a Work Order or this Contract is terminated or canceled, or the PLANNER's services are suspended on a Change Order to the Work Order prior to completion, payment shall be made in accordance with provisions of Section 8, Paragraph 4. 7 4.6 ADDITIONAL COMPENSATION FOR CHANGE IN SCOPE OF WORK If instructed to do so by the CITY,the PLANNER shall change or revise work that has been performed and if such work is not required as a result of error, omission or negligence of the PLANNER, the PLANNER may be entitled to additional compensation. The PLANNER must submit for CITY approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the Work by Change Order to the Work Order. 4.7 NON-PAYMENT BY CITY In the event the CITY fails to provide compensation under the terms and conditions of this contract, the PLANNER shall notify the CITY's designated representative in order that the CITY may take remedial action. SECTION V WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH OF CONTRACT 5.1 WORK COMMENCEMENT The PLANNER shall commence work on each general planning services assignment within three (3) days and each project requiring a Work Order within ten(10) days after receipt by the PLANNER of a written notice-to-proceed from the CITY's Designated Representative. If the PLANNER fails to commence work within the ten(10) day period for a Work Order, then the CITY shall have the right to seek other firms for the services required. 5.2 IMPLEMENTATION SCHEDULE The PLANNER and the CITY agree to make every effort to adhere to the schedule established for any general planning services assignment and for services described in each Work Order. In the event the work of the PLANNER is delayed, due to no fault of the PLANNER,which delays the completion of any Work Order,the PLANNER shall be entitled to an appropriate extension of the contract time for the specific Work Order. Additional compensation to the PLANNER will be negotiated by mutual agreement of the CITY and the PLANNER in the event such delay causes any Work Order's costs to increase for reasons beyond the PLANNER's control. 8 5.3 LENGTH OF CONTRACT This contract shall be for a one (1)year period from its date of execution. The Contract may be extended for two additional one year period(s) upon the written mutual consent of the PLANNER and CITY. Such extension shall only be by written Amendment to this Contract and must be agreed to at least 30 days prior to the expiration of each term. SECTION VI CITY'S DESIGNATED REPRESENTATIVE 6.1 GENERAL The CITY designates the City Manager or his designated representative, to represent the CITY in all matters pertaining to and arising from the work and performance of this Contract. The City Manager or his designated representative shall have the following responsibilities: 6.1.1 Examination of all reports, sketches, drawings, estimates, proposals and other documents presented by the PLANNER and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of the PLANNER; 6.1.2 Transmission of instructions, receipt of information, and interpretation and definition of CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Contract; 6.1.3 Giving prompt written notice to the PLANNER whenever the CITY observes, or otherwise becomes aware of, any defects or changes necessary in the project; and 6.1.4 Following the PLANNER's preparation of any necessary applications to governmental bodies, to arrange for submission of such applications. 6.2 DESIGNATED REPRESENTATIVES Until further notice from the City Manager,the Designated Representative for this Contract is: Russell B. Wagner Director of Planning City of Ocoee • 150 N. Lakeshore Drive Ocoee, Florida 34761 Phone: (407) 656-2322, extension 132 9 SECTION VII CHANGES IN SCOPE OF SERVICES The CITY or the PLANNER may request changes in the Scope of Services of a Work Order. Such changes, including any increase or decrease in the amount .of PLANNER's compensation for any Work Order pursuant to Section 4- Compensation which are mutually agreed upon by and between the CITY and the PLANNER, shall be incorporated by Change Order to the Work Order. SECTION VIII TERMINATION/SUSPENSION OF CONTRACT 8.1 TERMINATION BY CITY FOR CAUSE The City may terminate this Contract or any Work Order for any one or more of the following reasons: 8.1.1 If adequate progress on any phase of work is not being made by the PLANNER as a direct result of the PLANNER's failure to perform; or 8.1.2 The quality of the services performed by the PLANNER is not in conformance with commonly accepted design codes and standards, standards of the CITY, and the requirements of Federal and/or State regulatory agencies, and the PLANNER has not corrected such deficiencies in a timely manner following notice from the CITY, and the particular services involved are considered by the CITY to be essential to the proper completion of any work assignment; or 8.1.3 The PLANNER or any employee or agent of the PLANNER is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the PLANNER; or 8.1.4 The PLANNER becomes involved in either voluntary or involuntary bankruptcy proceedings or makes an assignment for the benefit of creditors; or 8.1.5 The PLANNER violates the Standards of Conduct provisions of Section 13 herein. 10 8.1.6 In the event of any of the causes described in Section 8.1, the CITY's Designated Representative may send a certified letter to the PLANNER requesting that the PLANNER show cause why the Contract or any Work Order should not be terminated. If adequate assurance or acceptable reasons are not given to the CITY within fifteen (15) days of the receipt by the PLANNER of said notice, the CITY may_consider the PLANNER to be in default and may then immediately terminate this Contract or any Work Order in progress under this Contract. 8.2 TERMINATION BY PLANNER FOR CAUSE The PLANNER may cancel this Contract if: 8.2.1 The CITY,fails to meet its obligations and responsibilities as contained in Section 3 - City's Rights and Responsibilities; or 8.2.2 The CITY fails to pay the PLANNER in accordance with Section 4 - Compensation: 8.2.3: In the event of either of the causes described in Section 8.2, the PLANNER shall send a certified letter requesting that the CITY show cause why the contract should not be terminated. If adequate assurances are not given to the PLANNER within fifteen(15) days of the receipt by the CITY of said notice, then the PLANNER may consider the CITY to be in default and may immediately terminate this Contract. 8.3 TERMINATION BY CITY WITHOUT CAUSE Notwithstanding any other provision of this Contract,the CITY shall have the right at any time to terminate this Contract in its entirety without cause, or terminate any specific Work Order without cause,if such termination is deemed by the CITY•to be in the public interest, provided that thirty(30) days prior written notice is given to the PLANNER of the CITY's intent.to terminate. In the event that this contract is terminated,the CITY,shall identify any specific Work Orders being terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this Contract. This Contract will remain in full force and effect as to all authorized Work Orders which are to be continued-to completion. 11 8.4 PAYMENT IN THE EVENT OF TERMINATION In the event this Contract or any Work Order is terminated or canceled prior to f nal completion without cause, payment for the unpaid portion of the services and reasonable costs of closures of the Contract and any Work Order provided by the PLANNER to the date of termination and any additional services thereafter will be determined by negotiation between the CITY and the PLANNER. No amount shall be allowed for anticipated profit on unperformed services or other work. In the event of termination for cause, the CITY may adjust any payment to take into account any addition al costs to be incurred by the CITY due to such default. 8.5 ACTION FOLLO WING TERMINATION 8.5.1 Upon receipt of notice of termination given by either party, the terminated party shall promptly discontinue all services and other work unless the notice provides otherwise. 8.5.2 In the case of the CITY terminating the PLANNER, the PLANNER shall within ten (10) days, or any extensions as approved by the CITY, deliver to the CITY all reports, drawings, plans, specifications, and other data and documents that have been obtained or prepared by the PLANNER in performing the services under this Contract regardless of whether the work on such documents has been completed.or is in progress. 8.6 SUSPENSION 8.6.1 The performance of the PLANNER's service for any work under this Contract may be suspended by the CITY at any time. In the event the CITY suspends the performance of the PLANNER's services hereunder, the CITY shall so notify the PLANNER in writing, such suspension becoming effective upon the date of its receipt by the PLANNER, and the CITY shall promptly pay to the PLANNER all compensation which has become due to and payable to the PLANNER to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to the PLANNER for the suspended services unless and until the CITY notifies the PLANNER that the services of the PLANNER called for hereunder are to be resumed. Upon receipt of written notice from the CITY that the PLANNER's services hereunder are to be resumed,the PLANNER shall complete the services of the PLANNER called for in the original work assignment or Work Order, and the PLANNER may, in that event,be entitled to payment of the remaining unpaid compensation subject to the terms and conditions of the Work Order and this Contract. 12 - 8.6.2 If the aggregate time of the CITY's suspension or suspensions of the PLANNER's services exceeds ninety(90)days, then the PLANNER and the CITY shall, upon written request of the PLANNER, meet to assess the services performed hereunder up to the time of such meeting, the services remaining to be performed, and the total compensation paid to the PLANNER hereunder. During such meeting,the parties shall have the option of negotiating a change in compensation to be paid to the PLANNER for the balance of the services to be performed hereunder. No increase in compensation to the PLANNER shall be allowed unless it is based upon clear and convincing evidence of an increase in the PLANNER's costs attributable to the aforesaid suspensions. SECTION IX CLAIMS AND DISPUTES/REMEDIES 9.1 CLAIMS AND DISPUTES Any claims,disputes,and/or matters in question between the parties arising out of or relating to this Contract, including claims for extra compensation , shall be filed in writing by the aggrieved party to the other party within forty-five (45) days of its occurrence. Should such claims not be formally submitted within said forty-five (45) day period, the aggrieved party agrees to not make such claim against the other party at any time in the future. SECTION X INDEMNITY AND INSURANCE 10.1 GENERAL If any claims are made against the CITY, including its agents and/or employees, or if the CITY is sued or held liable in any manner whatsoever as a result of, or by reason of, negligent actions or omissions, breach of contract or negligent violations of any applicable law,rule or regulation by the PLANNER in connection with the rendering of services to the CITY under this Contract, then the PLANNER will indemnify and save the CITY and its agents and/or employees harmless from and against any and all liability for damages, compensations, suits,judgments, loss, costs, charges and expenses whatsoever, including reasonable attorney's fees, expert witness' fees, and court costs, which they shall or may at any time sustain, resulting from a negligent act, error or omission. To the extent that the CITY, Agents or Employees are determined to be at fault as a contributing cause in whole or in part of such loss, PLANNER's obligations to indemnify under this Section shall be reduced by the percentage of the contributing fault attributable to the CITY. 13 10.2 INSURANCE The PLANNER will obtain or possess and continuously maintain the following insurance coverage from a company or companies with a Best Rating of A- or better, authorized to do business in the State of Florida, and will provide Certificates of Insurance to the CITY naming the CITY as additional insured, evidencing such insurance prior to the issuance of the first work assignment under this Contract with the CITY. . The insurance coverage shall contain a provision which requires, that prior to any changes or cancellations in the coverage, ten (10) days prior notice will be given to the CITY by submission of a new Certificate of Insurance. 10.2.1 Worker's Compensation - the PLANNER will provide Worker's Compensation for all employees and, in case any work is subcontracted, will require the Subcontractor to provide the Worker's Compensation for all his employees. The minimum limits will be statutory for Worker's Compensation and One Hundred Thousand Dollars ($100,000.) for Employer's Liability. 10.2.2 Comprehensive General Liability-the PLANNER will provide coverage for all operations including, but not limited to, Contractual,Products and Completed Operations, and Personal Injury. The limits will be not less than Five Hundred Thousand Dollars ($500,000.) Combined Single Limit(CSL) or its equivalent. • 10.2.3 Comprehensive Automobile Liability-the PLANNER will provide coverage for all owned and nonowned vehicles for limits of not less than Five Hundred Thousand Dollars ($500,000.) Combined Single Limit(CSL) or its equivalent. 10.2.4 Professional Liability Insurance-Annual Professional Liability Insurance will be maintained with coverage in the amount of One Million Dollars ($1,000,000.) with a deductible of Ninety Thousand Dollars ($90,000) . Said Professional Liability Insurance shall provide for all sums which the PLANNER shall be obligated to pay as damages for claims arising out of the services provided or performed by the PLANNER in conjunction with this Contract, or for which the PLANNER is responsible. 14 10.2.5 The PLANNER shall furnish Certificate of Insurance directly to the following: City of Ocoee Finance Department 150 N. Lakeshore Drive Ocoee, FL 34761 with informational copy to the City of Ocoee Risk Management Department. 'The _. . certificates shall clearly indicate that the PLANNER has obtained insurance of the type, amount, and classification required by these provisions. SECTION XI NEGOTIATION DATA The PLANNER hereby certifies, covenants and warrants that wage rates and other cost data supporting the compensation provided for in this Contract are accurate, complete and current as of the date of negotiation of the Compensation terms contained in this Contract. It is further agreed that the PLANNER's compensation under this Contract may be adjusted to exclude any significant sums where the City determines the PLANNER's compensation was increased due to inaccurate or incomplete wage rates and other factual unit costs. All such price adjustments shall be made prior to the end of this Contract. Records of cost incurred under the terms of this Contract shall be maintained and made available to the CITY during the period of this Contract and for three (3)years after final payment is made. Copies of these documents and records shall be furnished upon request to the CITY at no cost. 15 SECTION XII OWNERSHIP OF DOCUMENTS/COMPUTER FILES It is understood and agreed that all Documents, including the detailed reports; plans, original drawings, survey field notebooks, and all other data other than working papers,prepared or obtained by the PLANNER in connection with its services hereunder, are the property of the CITY and shall be delivered to the CITY prior to final payment to the PLANNER. In addition, all computer files used to prepare the documents shall be delivered to the CITY:on an acceptable,media to the CITY prior to final payment to the PLANNER. The PLANNER may retain reproducible copies of all Documents for its files. All Documents, including drawings prepared by the PLANNER pursuant to this Contract, are instruments of service in respect to the services described in the Work Order. They are not intended or represented to be suitable for reuse by the CITY or others on extensions of the services performed under this Contract or on any other project. Any reuse without written verification or adoption by the PLANNER for the specific purpose intended will be at the CITY's sole risk and without liability or legal exposure to the PLANNER, and the CITY shall, to the extent permitted by law, indemnify and hold harmless the PLANNER from all claims, damages,losses and expenses including attorney's and expert witness fees arising out of or resulting there from. Any such verification or adoption by the PLANNER will entitle the.PLANNER to further compensation at rates to be agreed upon by the CITY and the PLANNER. Any documents given to or prepared or assembled by the PLANNER and its subcontractors under this Contract shall be kept solely as property of the CITY and shall not be made available to any individuals or organizations without the prior written approval of the CITY except to the extent copies may be made pursuant to the Public Records Act. The PLANNER may maintain copies of all work performed under this Contract for the CITY. SECTION XIII STANDARDS OF CONDUCT 13.1 The PLANNER warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for the PLANNER,to solicit or secure this Contract and that the PLANNER has not paid or agreed to pay any person, company, corporation , individual or firm other than a bonafide employee working solely for the PLANNER, any fee, commission,percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Contract. 13.2 The PLANNER shall not discriminate on the grounds of race,color,religion,sex,or national origin in the performance of work under this Contract. 16 13.3 The PLANNER hereby certifies that no undisclosed conflict of interest exists with respect to the present Contract, including any conflicts that may be due to representation of other clients, other contractual relationships of the PLANNER, or any interest in property which the PLANNER may have. The PLANNER further certifies that any apparent conflict of interest that arises during the term of this contract will be immediately disclosed in writing to the CITY. The PLANNER shall immediately notify the CITY in writing,prior to entering into any contract or performing any work for Orange County or the City of Winter Garden. The CITY shall determine whether such contract or work will constitute a conflict of interest with respect to this Contract. Violation of this Section will be considered as justification for immediate termination of this Contract under the provisions of Section 8.1. 13.4 If the CITY determines that any employee or representative of the PLANNER is not satisfactorily performing his assigned duties or is demonstrating improper conduct pursuant to any assignment under this Contract, the CITY shall so notify the PLANNER in writing. The PLANNER shall immediately remove such employee or representative of the PLANNER from such assignment. 13.5 The PLANNER shall not publish any documents or release information to the media without prior approval of the CITY. SECTION XIV ACCESS TO RECORDS/AUDIT 14.1 The PLANNER shall maintain books,records, documents,time and cost accounts and other evidence directly related to its performance of services under this Contract. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. The PLANNER shall also maintain the financial information and data necessary to determine overhead rates in accordance with the requirement of Federal and State regulatory agencies. and.this Contract. - The CITY, of any of its duly authorized representatives, shall have access within twenty-four (24) hours notice to such books, records, documents, and other evidence for inspection, audit and copying. Copying of the PLANNER's books, records, documents,time records and cost accounts and other evidence shall be at the PLANNER's expense. 14.2 The PLANNER shall maintain and allow access to the records required under this Section for a period of three (3) years after the completion of the services provided under this Contract and date of final payment for said services, or date of termination of this Contract as may have been exercised under Section 8 herein. 17 SECTION XV CODES AND DESIGN STANDARDS 15.1 All the services to be performed by the PLANNER shall at a minimum be in conformance with commonly accepted design codes and standards, standards of the CITY, and the regulations of any Federal and/or State and/or regulatory agencies. 15.2 The PLANNER.shall be responsible for keeping appraised of any:current or changing codes or regulations which must be applied to the work assignments and Work Orders to be performed under this Contract. Any new codes or regulations becoming effective subsequent to the effective date of a Work Order shall be the subject of negotiation for an increase in scope and compensation by Change Order to the Work Order. SECTION XVI ASSIGNABILITY The PLANNER shall not sublet, assign or transfer any interest in this Contract, except for claims for the money due or to become due, which may be assigned to a bank, trust company, or other financial institution without CITY approval. Notice of such assignment or transfer shall be furnished promptly to the CITY. SECTION XVII CONTROLLING LAWS This Contract is to be governed by the laws of the State of Florida. SECTION XVIII FORCE MAJEURE Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire,flood,wind,earthquake, explosion, any law,proclamation,regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. 18 SECTION XIX EXTENT OF CONTRACT 19.1 This Contract, together with the Exhibits hereinafter identified and listed in Section 19.2, constitute the entire Agreement between the CITY and the PLANNER and supersede all prior written or oral understandings in connection therewith. This Contract may only be amended, supplemented or modified by a formal amendment. 19.2 The Exhibits made part of this Contract are as follows: Exhibit A- Professional Hourly Rate Schedule IN WITNESS WHEREOF, the CITY and the PLANNER have executed this Contract to become effective on the day and year first written above. ATTEST: APPROVED: JHK& ASSOCIATES,INC. • qaie IA4?). With Christopher Sinclair,AICP GALE L L. - Associate Vice President (SEAL) ATTEST: APPROVED: CITY OF OCOEE,FLORIDA • Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL). 19 FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY ON , 1997. this day of , 1997. UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney 20 EXHIBIT "A" JHK&ASSOCIATES,INC. PROFESSIONAL HOURLY RATE SCHEDULE HOURLY RATE W/OVE HEAD JHK EMPLOYEE TITLE AND FEE Chris Sinclair,AICP Associate Vice President 112.58 Jim Pohlman, P.E. Associate Vice President 113.93 Cliff Tate,P.E. Senior Associate 105.99 Whit Blanton,AICP Principal Transportation Planner . 76.28 Sudarshana Bhat, P.E. Transportation Engineer 52.64 Glen S. Duke. - Transportation Planner 50.93 Raj Ponnaluri Transportation Engineer 49.49 Gale Watzel Office Administrator 46.69 Veronica Varnedoe Administrative Assistant 21.85 Notes: 1. JHK will submit resumes and rate schedules to the City for approval for any additional JHK employees who may work on Ocoee projects. 2. JHK's fiscal year runs through January 31 of each year. A new rate sheet will be submitted to the City for approval reflecting new JHK hourly rates in effect for each new fiscal year. 21