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HomeMy WebLinkAboutIII (G) Approval and Authorization for Mayor and City Clerk to Execute Renewal of Continuing Transportation Planning and Engineering Services Contract with DRMP Agenda 5-15-2001 Item III G 'VENTER OF GOOD CITING-PRIDE OF WEST ORANGE ' MAYOR•COMMISSIONER Ocoee S.SCO II VANDERGRIFT O\ c o ITY OF COEE COMMISSIONERS v �� a o UOE, RPSHORE DRIVI! DANNY HOWELL n SCOTT ANDERSON MOLE, FLORIDAL 3 47 6 1-225 8 RUSTY JOHNSON Cray -?V (407)905-3100 NANCY 1. PARKER tF*Of GOO N`, CITYM NAGER STAFF REPORT JIM GLEASON DATE: May 7, 2001 TO: The Honorable Mayor and City Commissioners FROM: Russ Wagner, AICP, Director of Planning SUBJECT: Renewal of Continuing Transportation Planning and Traffic Engineering Services Contract ISSUE: Should the Mayor and City Commissioners renew the Continuing Transportation Planning and Traffic Engineering Services Contract with Dyer, Riddle, Mills & Precourt, Inc.? BACKGROUND: On April 12, 2000, the City and Dyer, Riddle, Mills & Precourt, Inc. (DRMP) entered into a contract for the provision of Continuing Transportation and Traffic Engineering Services for City Projects (attached). Section V, subsection 5.3 of that contract provides for two additional one-year extensions by written amendment. DISCUSSION: Throughout the past year, DRMP has performed a vital service to the City by undertaking special transportation feasibility studies on an as-needed basis that are consistent with our Master Transportation Plan. Additionally they provide continuing staff assistance representing the City before other governmental bodies and supplying technical back-up for City projects. Staff has been very pleased with DRMP and their continuing commitment to provide transportation planning services in a high quality manner. STAFF RECOMMENDATION: Staff respectfully recommends that the Mayor and City Commissioners authorize an additional one-year extension of the Continuing Services Contract with DRMP. RBW/csa Attachments O'.\CALEXANDERW LL_DATA\CAPDFILE\Staff Reports\SR2001\SR01024 CC.doc POVIrth .,: �Q Pmcoun. Inc Dyer.Riddle Milk DRMP oE u V D VA o a I . 3c 1 A Ion sll s,erhm r.Pr:..,: April 27, 2001 iu„rcn.c L. Jc Mr. Russ Wagner, AICP . Director of Planning City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Re: Continuing Transportation Planning and Traffic Engineering Services Contract Annual Renewal Request DRMP f 00-0003.0MK Dear Mr. Wagner: Dyer, Riddle, Mills & Precourt, Inc. (DRMP) desires to renew our current contract for continuing transportation plaiming and engineering services for City projects that was originally executed on April 12, 2000. Section V, subsection 5.3 of the contract states that the length of the contract may be extended for additional one-year periods upon the written mutual consent of the Planner/Engineer and the City, agreed to by written Amendment to the contract. DRMP's request for renewal is pursuant to this provision. DRMP has enjoyed working with City staff on a number of transportation planning issues and looks forward to continued support of the City's requirements for planting and engineering services. Sincerely. Dyer, Riddle, Mills & Precourt, Inc. Wayne D. Chalifoux, PA. Gregory A. Kern, AICP President Senior Associate cc: File ornrr. HOs L:. Co I) Orland:. . toothd2 theme 4p7 S 6 O±4 Fex4J 39(.4 11nen�nn.rlsda DLF c lac�+32:15 Pheoe`^4 ipl 0 Fc 4u4 Ml r�_r ' cJorro... CONTRACT CONTINUING TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING SERVICES FOR CITY PROJECTS This contract made and entered into the 15th day of April, 2000 by and between the: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 hereinafter referred to as the "CITY" and: Dyer, Riddle, Mills&Precourt, Inc. 1505 East Colonial Drive Orlando, FL 32803 hereinafter referred to as the "PLANNER/ENGINEER". PREMISES • WHEREAS,the CITY desires to retain Dyer,Riddle,Mills&Precourt,Inc. for continuing professional Transportation Planning and Traffic Engineering Services for the City of Ocoee; and WHEREAS,the CITY desires to employ the PLANNER/ENGINEER for the performance of continuing Transportation Planning and Traffic Engineering Services upon the terms and conditions hereinafter set forth, and the PLANNER/ENGINEER 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/ENGINEER" shall be defined herein to include all principals of the firm of Dyer, Riddle, Mills & Precourt, Inc. including full time employees, professional or otherwise,and all other,agents,employees and/or subconsultants retained by the PLANNER /ENGINEER to perform its obligations hereunder. 1.2 Prior to the start of any work under this contract,the PLANNER/ENGINEER 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/ENGINEER 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/ENGINEER 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/ENGINEER. 1.3 The PLANNER / ENGINEER 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/ENGINEER acknowledges that the CITY has retained other consultants, PLANNER/ENGINEER and otherwise,and that coordination between said consultants and the PLANNER I ENGINEER may be necessary from time to time for the successful completion of work assignments. The PLANNER / ENGINEER 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 / ENGINEER 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 / ENGINEER shall be governed by all Federal, State and Local laws and regulations. 2 1.7 This Contract is for continuing Transportation Planning and Traffic Engineering Services for CITY projects. It is also anticipated that other supporting technical services may be required (such as mapping,drainage,utilities,survey,structural,general civil,etc.)and that separate projects will be required of the PLANNER/ENGINEER during the term of this Contract. SECTION II SCOPE OF SERVICES The PLANNER/ENGINEER 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 / ENGINEER shall not be construed to exceed those set forth herein. 2.1 GENERAL PLANNING SERVICES The PLANNER/ENGINEER 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; • Developing conceptual roadway plans for the CITY; * Providing assistance working with other governmental agencies on transportation related issues; 3 * 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. • Ancillary engineering and survey services in support of the above. 2.2 SPECIAL PLANNING SERVICES In addition to the services authorized by Paragraph 2.1 the PLANNER/ENGINEER 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/ENGINEER 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/ENGINEER shall review Work Orders and notify CITY in writing of inadequacies for CITY correction. The PLANNER/ENGINEER shall submit to the CITY a"Proposal" for the Work Order. The PLANNER / ENGINEER'S Proposal shall include a Detailed "Scope of Services for the Work Order", Method(s) of Compensation, and PLANNER / ENGINEER's Schedule to completion, and a listing of special Reimbursable Expenses. 2.3.1 It shall be the responsibility of the PLANNER/ENGINEER 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. 4 2.3.2 The CITY shall review the PLANNER/ ENGINEER'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 / ENGINEER. The PLANNER I ENGINEER shall prepare and submit a new written Proposal (minus the deleted items). The PLANNER/ENGINEER will not be responsible for work or services for deleted items. 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/ENGINEER: 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/ ENGINEER in accordance with this Contract. 3.2 Furnish the PLANNER/ENGINEER 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/ENGINEER 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/ENGINEER. 3.3 Make CITY personnel available where required and necessary to assist the PLANNER / ENGINEER. The availability and necessity of said personnel to assist the PLANNER / ENGINEER shall be determined solely at the discretion of the CITY. 3.4 Provide access to, and make provisions for, the PLANNER / ENGINEER to enter upon public and private lands as required for the PLANNER/ ENGINEER, within a reasonable time, to perform work as necessary to complete the Work Order. 5 3.5 Examine all reports,sketches,drawings,estimates,proposals,and other documents presented by the PLANNER / ENGINEER 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/ENGINEER. 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/ENGINEER whenever the CITY observes, or otherwise becomes aware of, any development that affects the scope of, timing of the PLANNER/ENGINEER'S services, or becomes aware of any defect or changes necessary in the work of the PLANNER/ENGINEER. 3.8 In the event the CITY fails to comply with the terms and conditions of this section, the PLANNER/ENGINEER 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/ENGINEER 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 d rvices ion 2.1the shall be Closed End Hourork Order. The type ly with amount specified ed compensation t-to-exceedeamountt in cases where in 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/ENGINEER for services performed for a Work Order under the 6 Lump Sum Method shall be monthly in proportion to the percentage of work completed during the month as documented by the PLANNER/ENGINEER on a progress report and accepted by the CITY. 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/ENGINEER directly on the Work. Attached"Exhibit A" Professional Hourly Rate Schedule for professional, technical, planning and other personnel of the PLANNER/ENGINEER 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/ENGINEERS 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/ENGINEER 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 / ENGINEER 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 / ENGINEER will be notified of any disputable items contained in invoices submitted by the PLANNER/ENGINEER within fifteen(15)days of receipt by the CITY with an explanation of the deficiencies. The CITY and the PLANNER/ENGINEER will make every effort to resolve all disputable items contained in the PLANNER/ENGINEER'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 7 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 / ENGINEER'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. 4.6 ADDITIONAL COMPENSATION FOR CHANGE IN SCOPE OF WORK If instructed to do so by the CITY,the PLANNER/ENGINEER 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/ENGINEER,the PLANNER/ENGINEER may be entitled to additional compensation. The PLANNER/ENGINEER 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/ENGINEER 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 / ENGINEER 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/ENGINEER of a written notice-to-proceed from the CITY's Designated Representative. If the PLANNER/ENGINEER 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 / ENGINEER 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. 8 In the event the work of the PLANNER / ENGINEER is delayed, due to no fault of the PLANNER/ENGINEER,which delays the completion of any Work Order,the PLANNER / ENGINEER shall be entitled to an appropriate extension of the contract time for the specific Work Order. Additional compensation to the PLANNER / ENGINEER will be negotiated by mutual agreement of the CITY and the PLANNER/ENGINEER in the event such delay causes any Work Orders costs to increase for reasons beyond the PLANNER/ENGINEER'S control. 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/ENGINEER 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/ENGINEER 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/ENGINEER; 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/ENGINEER whenever the CITY observes, or otherwise becomes aware of, any defects or changes necessary in the project; and 6.1.4 Following the PLANNER / ENGINEER'S preparation of any necessary applications to governmental bodies,to arrange for submission of such applications. 6.2 DESIGNATED REPRESENTATIVES 9 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 1021 SECTION VII CHANGES IN SCOPE OF SERVICES The CITY or the PLANNER/ ENGINEER may request changes in the Scope of Services of a Work Order. Such changes, including any increase or decrease in the amount of PLANNER / ENGINEER'S compensation for any Work Order pursuant to Section 4 - Compensation which are mutually agreed upon by and between the CITY and the PLANNER/ENGINEER, 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 / ENGINEER as a direct result of the PLANNER/ ENGINEER's failure to perform; or 8.1.2 The quality of the services performed by the PLANNER/ENGINEER 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/ENGINEER 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/ENGINEER or any employee or agent of the PLANNER/ENGINEER is 10 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/ENGINEER; or 8.1.4 The PLANNER / ENGINEER becomes involved in either voluntary or involuntary bankruptcy proceedings or makes an assignment for the benefit of creditors; or 8.1.5 The PLANNER/ENGINEER violates the Standards of Conduct provisions of Section 13 herein. 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/ENGINEER requesting that the PLANNER/ENGINEER 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/ENGINEER of said notice,the CITY may consider the PLANNER/ENGINEER 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/ENGINEER FOR CAUSE The PLANNER/ENGINEER 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 / ENGINEER in accordance with Section 4 - Compensation: 8.2.3 In the event of either of the causes described in Section 8.2, the PLANNER/ENGINEER 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/ENGINEER within fifteen(15)days of the receipt by the CITY of said notice,then the PLANNER/ENGINEER 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/ENGINEER of the CITY's intent to terminate. In the event that this contract is terminated,the CITY shall 11 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. 8.4 PAYMENT IN THE EVENT OF TERMINATION In the event this Contract or any Work Order is terminated or canceled prior to final 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 / ENGINEER to the date of termination and any additional services thereafter will be determined by negotiation between the CITY and the PLANNER/ENGINEER. 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 FOLLOWING 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 / ENGINEER, the PLANNER / ENGINEER 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/ENGINEER 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/ENGINEER'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/ENGINEERS services hereunder,the CITY shall so notify the PLANNER/ENGINEER in writing,such suspension becoming effective upon the date of its receipt by the PLANNER / ENGINEER, and the CITY shall promptly pay to the PLANNER/ ENGINEER all compensation which has become due to and payable to the PLANNER/ENGINEER to the effective date of such suspension. The CITY shall thereafter have no further obligation for payment to the PLANNER/ENGINEER for the suspended services unless and until the CITY notifies the PLANNER/ ENGINEER that the services of the PLANNER/ENGINEER called for hereunder are to be resumed. Upon receipt of written notice from the CITY that the PLANNER/ENGINEER's services 12 hereunder are to be resumed,the PLANNER/ENGINEER shall complete the services of the PLANNER/ENGINEER called for in the original work assignment or Work Order, and the PLANNER/ENGINEER 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. 8.6.2 If the aggregate time of the CITY's suspension or suspensions of the PLANNER / ENGINEER's services exceeds ninety(90)days,then the PLANNER/ENGINEER and the CITY shall, upon written request of the PLANNER / ENGINEER, 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 / ENGINEER hereunder. During such meeting, the parties shall have the option of negotiating a change in compensation to be paid to the PLANNER/ENGINEER for the balance of the services to be performed hereunder. No increase in compensation to the PLANNER/ENGINEER shall be allowed unless it is based upon clear and convincing evidence of an increase in the PLANNER/ENGINEER'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/ENGINEER in connection with the rendering of services to the CITY under this Contract,then the PLANNER/ENGINEER 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 attomey's fees, expert witness'fees,and court costs,which they shall or may at any time sustain, resulting from any such negligent act, error or omission. To the extent that the CITY, Agents or Employees are determined to be at fault 13 as a contributing cause in whole or in part of such loss, PLANNER / ENGINEER's obligations to indemnify under this Section shall be reduced by the percentage of the contributing fault attributable to the CITY. 10.2 INSURANCE The PLANNER / ENGINEER 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 Workers Compensation-the PLANNER/ENGINEER will provide Worker's Compensation for all employees and, in case any work is subcontracted,will require the Subcontractor to provide the Workers 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/ENGINEER 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/ ENGINEER 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 / ENGINEER shall be obligated to pay as damages for claims arising out of the services provided or performed by the PLANNER/ENGINEER in conjunction with this Contract, or for which the PLANNER/ENGINEER is responsible. 10.2.5 The PLANNER/ENGINEER shall furnish Certificate of Insurance directly to the following: 14 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/ENGINEER has obtained insurance of the type, amount, and classification required by these provisions. SECTION XI NEGOTIATION DATA The PLANNER/ENGINEER 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/ENGINEER's compensation under this Contract may be adjusted to exclude any significant sums where the City determines the PLANNER / ENGINEER'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. SECTION XII 15 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/ ENGINEER 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 / ENGINEER. 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 / ENGINEER. The PLANNER / ENGINEER may retain reproducible copies of all Documents for its files. All Documents, including drawings prepared by the PLANNER / ENGINEER pursuant to this Contract, are instruments of service in respect to the services described in the Work Order. They arc 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/ ENGINEER for the specific purpose intended will be at the CITY's sole risk and without liability or legal exposure to the PLANNER/ENGINEER, and the CITY shall, to the extent permitted by law, indemnify and hold harmless the PLANNER / ENGINEER from all claims,damages,losses and expenses including attomey's and expert witness fees arising out of or resulting there from. Any such verification or adoption by the PLANNER/ ENGINEER will entitle the PLANNER/ENGINEER to further compensation at rates to be agreed upon by the CITY and the PLANNER / ENGINEER. Any documents given to or prepared or assembled by the PLANNER/ENGINEER and its subcontractorsunder 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 / ENGINEER may maintain copies of all work performed under this Contract for the CITY. SECTION XIII STANDARDS OF CONDUCT 13.1 The PLANNER/ENGINEER warrants that it has not employed or retained any company or person,other than a bonafide employee working solely for the PLANNER/ENGINEER, to solicitor secure this Contract and that the PLANNER/ENGINEER has not paid or agreed to pay any person,company,corporation, individual or firm other than a bonafide employee working solely for the PLANNER/ENGINEER,any fee,commission,percentage, gift,or any other consideration, contingent upon or resulting from the award of making this Contract. 13.2 The PLANNER/ENGINEER 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/ENGINEER 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 / ENGINEER, or any interest in property which the PLANNER / ENGINEER may have. The PLANNER / ENGINEER 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/ ENGINEER 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/ENGINEER 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/ ENGINEER in writing. The PLANNER / ENGINEER shall immediately remove such employee or representative of the PLANNER/ENGINEER from such assignment. 13.5 The PLANNER/ENGINEER 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 / ENGINEER 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 / ENGINEER 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,or 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 I ENGINEER's books,records,documents,time records and cost accounts and other evidence shall be at the PLANNER/ENGINEER's expense. 14.2 The PLANNER/ENGINEER shall maintain and allow access to the records required under 17 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. SECTION XV CODES AND DESIGN STANDARDS 15.1 All the services to be performed by the PLANNER/ENGINEER 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/ENGINEER 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/ENGINEER shall not sublet,assignor transfer any interest in this Contract,except for claims for the money due or to become due, which may be assigned to a hank, 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 18 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. 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/ ENGINEER 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/ ENGINEER have executed this Contract to become effective on the day and year first written above. ATTEST: APPROV D: 0' 6 rPc.;ft . If 4u Adls te LiClt, 4 .C`, wY4Cz Witness (, 5 Nt 6•At£c.OcZeC 'IzceptEsrb (SEAL) 19 ATTEST: APPROVED: CITY OF OCOEE, FLORIDA CLA-6..cc,_ r Je Grafton, City erk S. Scott Vandergrift, Mayar (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING IIELD APPROnVED AS TO,�Q AND LEGALITY ON ' J 7 7otD0O this I rL day of A , 2000. UNDER AGENDA ITEM NO. .t[. hi FOLEY & LARDNNER By: gichx City Attorney 20 -----)'Dyer,Riddle,Mills 't ()RAN p &Precoun,Inc , Rlw tly Principalsr.cmcres.a.c.e.er. .,. .w srzrnna Wayne D.Chnllfoux ' Donaldson K.Barton.Jr. Lucius J.Cushman,Jr. Jon S.Meado s Stephen L.Precoun ' Lawrence L.Smith.Jr. EXHIBIT "A" PROFESSIONAL HOURLY RATE SCHEDULE Effective Date January 23, 1997 (Revised) Division Manager (PLS V) $125.00 Principals $165.00 Department Heads (PLS IV) $105.00 Division Managers/Heads (Engr. IX) $140.00 Professional Mapper III $80.00 Department Managers/Heads (Engr. V11I)$110.0:; Professional Mapper II $70.00 Engineer VII (P.E.) $95.00 Professional Mapper I $65.00 Engineer VI (RE.) $85.00 Professional Land Surveyor HI $80.00 Engineer V (RE.) $75.00 Professional Land Surveyor II $60.00 Engineer IV $67.50 Professional Land Surveyor I $57.50 Engineer III - $60.00 Surveyor Technician IV $60.00 Engineer I/II $52.50 Surveyor Technician III S55.00 Senior Scientist 580.00 Surveyor Technician II $52.50 Environmental Scientist VI $70.00 Surveyor Technician I $50.00 Environmental Scientist V $65.00 2-Man Survey Crew $85.00 Environmental Scientist IV $60.00 3-Man Survey Crew $100.00 Environmental Scientist III $55.00 4-Man Survey Crew S120.00 Environmental Scientist I/II $47.50 5-Man Survey Crew S145.00 Senior Project Manager $95.00 Graphics Manager $60.00 Project Manager $82.50 Graphics Technician $50.00 Inspection Manager $80.00 Graphics Draftsperson $40.00 Senior Engineering Inspector $70.00 Administrative Assistant $50.00 Engineering Inspector $55.00 Secretarial Support $37.50 Senior Planner/Designer $70.00 Reproduction Support $27.50 Staff Planner $55.00 Courier Support $25.00 Planning Technician $42.50 Senior Accountant $65.00 Engineering Technician IV $55.00 Accounting Support $45.00 Engineering Technician III $50.00 Data Analyst $35.00 Engineering Technician II $45.00 Computer Manager $45.00 Engineering Technician I $37.50 Computer Technician $37.50 Environmental Technician I $40.00 - CADD/Computer Time $22.00 Draftsperson III $40.00 Billing Coordinator $45.00 Draftsperson II $35.00 A/P and Billing Manager $65.00 Draftsperson I $32.50 Field Super/Party Chief $75.00 Offices 1505 East Colonial Dnvc Orlando.Florida 32903 Phone.40]8960594 Fax:407,896.4336 7407 Jenks Avenue Panama City,Flonda II405 Phone:850.769.4949 Fax:S50.769.7180 www.dr,nv=om 4