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HomeMy WebLinkAboutItem 04 Approval to Extend RFQ #1707 Continuing Contract for Transportation Planning Consulting Services for One (1) YearrVErTzavifiLb # Background Summary: The contracts for RFQ ##1707 Continuing Contracts for Transportation Manning Consulting Services expire this month ( / i 0 )„ however, r, there is an optional 1-year renewal which would extend the contracts until 12119/2023. The City Commission_ can approve a 1-year optional renewal. The continuing contracts are with Kimley-Horn and Associates, Inc., and M , Inc. Issue: Should the City, Commission approve a ono -year renewal option for RFQ #1707 Continuing Contracts for Transportation Planning Consulting rvices Recommendations: Staff recommends the City Commission approve a one-year renewal option for RFQ #1707 Continuing Contracts for Transportation Planning Consulting Services: Attachments: 2017 Contract with I irnl y-Horn and Associates, Inc. 017 Contract with S M , Inc. Financial Impact: There is no financial impact at this time, Type of Its (please mark with an "Y) (public Heaiing Ordinance First Reading Ordinance second reading Resolution _ Commission Approval Discussion & Direction Fret° Irir_ t_t X ConsentAgenda Public Tearing w� Regular Agenda` tVj t..h'P'ULIVJr',Y iky "C;fn Original t ocurnontJ ontract Held by Department for Execution Reviewed by City Attorney , N/A Reviewed by Finance t __ N/A I ta rw V Us go M allmn lo U 101MEN DWI t4VA This contract made and entered into the/ A'y of P&ernbel, 2017 by and between the: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 hereinafter referred to as the "CITY" and: Kimley-Horn and Associates, Inc. 3660 Maguire Blvd., Ste. 200 Orlando, FL 32803 hereinafter referred to as the "PLANNER". PREMISES WHEREAS, the CITY desires to retain PLANNER to perform continuing professional transportation planning services; and WHEREAS, the PLANNER desires to perform the continuing professional transportation planning services upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: gnu= GENERAL 1.1 This Contract is for continuing professional transportation planning 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 in the form of Work Orders will be issued to the PLANNER during the term of this Contract. 1.2 "PLANNER" shall be defined herein to include all principals of the firm including full time employees, professional or otherwise, and all other, agents, employees and/or subconsultants retained by the PLANNER to perform its obligations hereunder. 1.3 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. At any time hereafter that the PLANNER desires to change the key professional personnel in an active assigm-nent, 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 enter into subcontracts with other professional RFQ #1707 Continuing Transportation Planning Consulting Services Page 1 consultants to provide technical services required by the CITY, that are otherwise outside the area of expertise of the PLANNER. 1.4 The PLANNER acknowledges that this is not an exclusive contract and that the CITY, at the CITY's option, may request proposals from other consultants to provide transportation planning services for the CITY, The CITY reserves the right to hire any such other consultants to provide such services for City Projects. 1.5 The PLANNER acknowledges that the CITY has retained other consultants, and that the PLANNER may need to coordinate the work of these consultants with the work that it is performing 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 provided in this Agreement. 1.6 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. 1.7 Requirements for signing and sealing all plans, reports and documents prepared by the PLANNER shall be performed to comply with all applicable federal, state and local laws and regulations. SECTION 11 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. 11 GENERAL PLANNING SERVICES The PLANNER agrees to perform professional transportation planning services for the CITY as directed by the City's Designated Representative in accordance with budgetary amounts approved by the Ocoee City Commission, Examples of the services include, but are not limited to: A. Assisting City staff in updating a financially feasible Master Transportation Plan; B. Assisting City staff in periodic updates to the Comprehensive Plan, land Development Code and Capital Improvements Plan; C. Performing and/or reviewing individual traffic analyses of private development projects for concurrency management and operational issues; D. Assisting City staff in updating and maintaining a socio-economic database; RFQ #1707 Continuing Transportation Planning Consulting Services Page 2 E. Performing traffic modeling in conjunction with road impact fee updates and Comprehensive Plan Amendments; F. Providing annual traffic counts and other counts for special studies and traffic operations analyses; G. Assisting City staff with roadway conceptual analysis and concept design; H. Assisting City staff in the identification and qualification for various Federal and state grants, etc. 1. Providing assistance working with other governmental agencies on transportation related issues; J. Performing intersection analyses and other studies involving traffic operations; K. Reviewing traffic studies submitted through the concurrency process or for alternative road impact fees; L. Developing access management plans for roads in the City; M. Developing plans for bicycle, pedestrian, and transit ways in conjunction with transportation planning; and N. Other related services requiring transportation planning, O. Providing transportation modeling in conjunction with mobility fee development, alternatives analysis, and establishment; and P. Assisting City staff with CRA administration relative to transportation related issues; and Q. Provide transportation analysis as it may relate to architecture, landscape architecture, urban design, form based code; and R. Performing periodic reports as required by the Comprehensive Plan on the status of the Multi -Modal Transportation District. 2.2 SPECIAL PLANNING SERVICES In addition to the services authorized by Paragraph 2.1 the PLANNER shall perform such other professional transportation planning 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 11, 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 be construed as being issued pursuant to this Contract. NEEMMM - RFQ #1707 Continuing Transportation Planning Consulting Services Page 3 Services to be performed by the PLANNER shall be identified in a written Work Order by the CITY. Each Work Order shall include a Detailed Project Description with an anticipated completion schedule. The PLANNER shall review each Work Order and notify the CITY in writing of any matters that require clarification or correction before submitting to the CITY a "Proposal" for the Work Order, The PLANNER Proposal shall include a Detailed "Scope of Services for the Work Order", Method(s) of Compensation, PLANNER Schedule to complete the Work Order, and a listing of special Reimbursable Expenses. 23.1 It shall be the responsibility of the PLANNER to provide a Detailed "Scope of Services for the Work Order" so that the CITY's expectations 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. 23,2 The CITY shall review and provide comments concerning the PLANNER Proposal and shall then issue a final Work Order for the Work that incorporates the Proposal and all comments. 2.4 CHANGE ORDERS The CITY shall be authorized to make changes to this Agreement or any Work Order under this Agreement by written 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. � 04180191 I I The CITY shall: 3.1 Shall identify a CITY Designated Representative to administer, review and coordinate all work undertaken by the PLANNER in accordance with this Contract. 12 Furnish the PLANNER with existing data, records, maps, plans, specifications, reports, fiscal data, and other Planning information 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. 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. 3A 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. RFQ #1707 Continuing Transportation Planning Consulting Services Page 4 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. 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. The failure to provide such notice shall constitute a waiver of any default of the CITY under this Section. 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 or Fixed Price Method b. Closed End Hourly with a Guaranteed Maximum Price 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 paragraph 2.1 shall be Closed End Hourly with a specified not -to -exceed Guaranteed Maximum Price 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 5 completed during the month as documented by the PLANNER on a progress report, subject to acceptance by the CITY. 43 CLOSED END HOURLY/GUARANTEED MAXIMUM PRICE 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 Guaranteed Maximum Price 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 Guaranteed Maximum Price 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. City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 Attention: Accounts Payable 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 issued to a Work Order prior to completion of the Work Order, then the Planner shall proceed as required in paragraph 8.4.2. RFQ #1707 Continuing Transportation Planning Consulting Services Page 6 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. FMOMM 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 SCHE DULE/LENGTH OF CONTRACT 5.1 WORK COMMENCEMENT The PLANNER shall commence work order not later than 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 shall adhere to the schedule established for any general planting 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. This Agreement shall continue in full force for a period of five (5) separate one year terms. Each one year term shall automatically be renewable for the next succeeding one year term with the condition that the CITY'S obligation to pay under this Agreement for each year is contingent upon the CITY in its good faith judgment having sufficient funds to make an annual appropriation for the Services to be provided under this Agreement, The Agreement shall continue in full force and effect from the date first written above or RFQ #1707 Continuing Transportation Planning Consulting Services Page 7 until terminated in accordance with this Agreement. The CITY shall have the option of extending the term an additional one (1) year. The above time periods may be extended to complete Services being rendered under a Project that has already been identified in a Work Orders issued prior to the expiration of the Agreement. 6.1 GENERAL The City Manager may act as the Designated Representative to represent the CITY in all matters pertaining to and arising from the work and performance of this Contract. The City Manager may designate an alternate representative. The Designated Representative or the alternate Designated Representative is authorized to perform the following activities: 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 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. The alternate Designated Representative for this Contract shall be: Michael Rumer City Planner City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Phone: (407) 905 -3 100, extension 1018 7.1 The CITY may also order 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 8 Work Order pursuant to Section IV- Compensation which are mutually agreed upon by and between the CITY and the PLANNER, shall be incorporated by Change Order to the Work Order. The City may terminate this Contract or any Work Order issued under this Contract for Cause 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 XIII herein. 8.1.6 In the event of any of the causes described in paragraph 8.1, the 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. In the event of termination for cause, the CITY may adjust any payment due and owing to the PLANNER to take into account any additional costs or damages incurred by the CITY due to such default. 8.1.7 In the event that the CITY terminates this contract or any Work Order issued under this Contract for cause, then the CITY may recover any and all costs or damages expended or incurred by the CITY that were proximately caused by the causes of default. RFQ #1707 Continuing Transportation Planning Consulting Services Page 9 The PLANNER may cancel this Contract if: 8,2.1 The CITY fails to meet its obligations and responsibilities as contained in Section III - City's Rights and Responsibilities; or 8,2.2 The CITY fails to pay the PLANNER in accordance with Section IV - Compensation: 8.2.3 In the event of either of the causes described in paragraph 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 FOR CONVENIENCE Notwithstanding any other provision of this Contract, the CITY shall have the right at any time to terminate this Contract or any Work Order issued under this Contract for convenience and without cause, provided that thirty (30) days prior written notice is given to the PLANNER of the CITY's intent to so terminate for convenience. In the event that this contract is terminated for convenience, the CITY shall identify any specific Work Orders being terminated and the specific Work Order(s) to be continued to completion (if any) pursuant to the provisions of this Contract. In the event this Contract or any Work Order is terminated for convenience, the CITY shall pay the PLANNER for the services rendered to the date of termination and all reasonable costs necessarily incurred by the PLANNER by reason of the termination for convenience. No amount shall be paid for anticipated profit on unperformed services or other work, 8.4 ACTION FOLLOWING TERMINATION 8.4.1 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. 8.4.2 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. 8,5 SUSPENSION 8.5.1 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 10 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 terns and conditions of the Work Order and this Contract. 8.5.2 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 The PLANNER shall provide the CITY within written notice of any claims, disputes, and/or matters in question including claims for extra compensation not later than forty- five (45) days of its occurrence. The failure to provide such written notice shall constitute a waiver of such claim. 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, defend and RFQ #1707 Continuing Transportation Planning Consulting services Page 11 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 any such negligent act, error or omission. The PLANNER shall not commence any work in connection with an Agreement until all of the following types of insurance have been obtained and such insurance has been approved by the City, nor shall the PLANNER allow any Subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. Policies other than Workers' Compensation shall be issued only by companies authorized by subsisting certificates of authority issued to the companies by the Department of Insurance of Florida which maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to the A.M. Best Company. Policies for Workers' Compensation may be issued by companies authorized as a group self -insurer by Section 440.57, Florida Statutes. a. Loss Deductible Clause: The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the General PLANNER and/or subcontractor providing such insurance. b. Workers' Compensation Insurance: The PLANNER shall obtain during the life of this Agreement, Worker's Compensation Insurance with Employer's Liability Limits of $500,000/$500,000/$500,000 for all the Contractor's employees connected with the work of this project and, in the event any work is sublet, the PLANNER shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such insurance shall comply fully with the Florida Workers' Compensation Law. In case any class of employees engaged in hazardous work under this contract for the City is not protected under the Workers' Compensation statute, the PLANNER shall provide, and cause each subcontractor to provide adequate insurance, satisfactory to the City, for the protection of the Contractor's employees not otherwise protected. • Include Waiver of Subrogation in favor of the City of Ocoee C. Contractor's Public Liability and Property Damage Insurance: The PLANNER shall obtain during the life of this Agreement COMMERCIAL AUTOMOBILE COVERAGE, this policy should name the City of Ocoee as an additional insured, and shall protect the PLANNER and the City from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operations under this Agreement whether such operations be by the PLANNER or by anyone directly or indirectly employed by the Contractor, and the amounts of such insurance shall be the minimum limits as follows: RFQ #1707 Continuing Transportation Planning Consulting Services Page 12 1) Automobile Bodily Injury Liability & Property Damage Liability $ 1,000,000 Combined single limit per occurrence (each person, each accident) All covered automobile will be covered via symbol I Liability coverage will include hired & non -owned automobile liability o Include Waiver of Subrogation in favor of The City of Ocoee 2) Comprehensive General Liability (Occurrence Form) - this policy should name the City of Ocoee as an additional insured and should indicate that the insurance of the PLANNER is primary and non-contributory. 0 $2,000,000 GENERAL AGGREGATE 0 $2,000,000 PRODUCTS -COMPLETED OPERATIONS AGGREGATE a $1,000,000 PER OCCURRENCE 0 $1,000,000 PERSONAL & ADVERTISING INJURY 0 Include Waiver of Subrogation in favor of the City of Ocoee 3) Subcontractor's Comprehensive General Liability_, Automobile Liability and Worker's Compensation Insurance: The PLANNER shall require each subcontractor to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of these subcontractors in the Contractor's policy, as specified above. 4) Contractual Liability: If the project is not bonded, the Contractor's insurance shall also include contractual liability coverage to insure the fulfillment of the contract. NOTE: PUBLIC LIABILITY INSURANCE AND AUTOMOBILE = LIABILITY INSURANCE, THE CITY SHALL BE NAMED AS ADDITIONAL INSURED. $1,000,000 PER OCCURRENCE $2,000,000 AGGREGATE 5) Commercial Umbrella: $1,000,000 PER OCCURRENCE • $2,000,000 Aggregate Including Employer's Liability and Contractual Liability 6) Professional Liability/Errors and Omissions Insurance: The PLANNER shall also purchase, maintain, and keep in full force, effect, and good standing, a professional liability/errors and omissions insurance policy having minimum limits of $1,000,000.00, with a RFQ #1707 Continuing Transportation Planning Consulting Services Page 13 maximum deductible of $100,000.00 or, the PLANNER shall provide the CITY with policy coverage wherein the insurer agrees to pay claims (up to the limits of coverage), and will thereafter recover the deductible from the insured -PLANNER. The errors and omissions policy shall be in effect and shall insure the Planner's performance on CITY projects. 7) Certificates of Insurance: Certificate of Insurance Form (see sample attached), naming the City of Ocoee as an additional insured will be furnished by the PLANNER upon notice of award. These shall be completed by the authorized Resident Agent and returned to the Office of the Purchasing Agent, This certificate shall be dated and show: a) The name of the Insured contractor, the specific job by name and job number, the name of the insurer, the number of the policy, its effective date, its termination date. b) Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. 11.1 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. 12.1 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. All computer generated information shall be provided to the CITY on media that is acceptable to the CITY, The PLANNER may retain 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 14 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. 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 required by Public Records Acts. The PLANNER may retain copies of all work performed under this Contract for the CITY. SECTION XIII 6 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. 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. 13 A 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. 1111111111 Ili 11 111� 1� 1,111 1 RFQ #1707 Continuing Transportation Planning Consulting Services Page 15 F.Mfe) WIRV 01 IN _014D) Oki 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, 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'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. 15.1 All the services to be performed by the PLANNER shall comport with the standards of professional transportation planning ordinarily exercised by reputable members of consultant's profession. All work product shall conform to applicable building codes and standards, ordinances of the CITY, applicable federal and/or state and/or regulations. 15.2 The PLANNER shall be responsible for producing work that complies with 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. 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. This Contract shall be interpreted and governed by the laws of the State of Florida without reference to its conflicts of laws principles. RFQ #1707 Continuing Transportation Planning Consulting Services Page 16 Neither parry 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, hurricane, explosion, or any act of God; provided that the cause is beyond the control and without the fault or negligence of the party seeking relief under this Section. 19.1 This Contract, together with the Exhibits hereinafter identified and listed in paragraph 19.2, shall 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 SECTION XX DISPUTE RESOLUTION 20.1 As a condition precedent to the filing of any suit or other legal proceeding, the parties shall endeavor to resolve claims, disputes or other matters in question by mediation. Mediation shall be initiated by any party by serving a written request for same on the other party, The parties shall, by mutual agreement, select a mediator within fifteen (15) days of the date of the request for mediation. If the parties cannot agree on the selection of a mediator, then the City shall select the mediator who, if selected solely by the City, shall be a mediator certified by the Supreme Court of Florida. No suit or other legal proceeding shall be filed until the mediator declares an impasse, which declaration, in any event, shall be issued by the mediator not later than sixty (60) days after the initial mediation conference. The sole and exclusive venue for any mediation shall be in Orange County, Florida. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Contract, or any Work the work to be performed hereunder, shall be submitted for trial, without a jury, before the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida. The parties consent and submit to the jurisdiction of such court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant hereto. The City and PLANNER expressly waive all rights to trial by jury RFQ#1707 Continuing Transportation Planning Consulting Services Page 17 regarding any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or any Work Order issued under this Agreement, or arising out of any matter pertaining to this contract or the work to be performed hereunder. As noted herein, the sole and exclusive venue for any litigation or other legal proceeding between the parties shall be the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida. IN WITNESS WHEREOF, the CITY and the PLANNER have executed this Contract to become effective on the day and year first written above. (SEAL) ATTEST: APPROVED: KIMLEY-HORN AND ASSOCIATES INC. aA A A BY: PRINT NAME: TITLE: .9(. APPROVED: T Melanie Sibbitt, City Clerk Rusty Johns yor (SEAL) FOR USE AND jAKLIAT1CLW*T1LTBT- THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY this j'r day of ]�W 2017. SHUFFIELD, LOWMAN & WILSON, P.A. I= 13v= VH F-01go ITEM NO. F.7. RFQ #1707 Continuing Transportation Planning Consulting Services Page 18 I X#-VQ11JQW*T11i!ff Mwoul I 6120 1 W-NNIN C��q a I IgErm Q1 "ITA r9i ok-2 tu This contract made and entered into the// day of/9,al4e(2017 by and between the: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 hereinafter referred to as the "CITY" and: SE, Inc. 1615 Edgewater Drive, Suite 200 Orlando, FL 32804 hereinafter referred to as the "PLANNER". PREMISES WHEREAS, the CITY desires to retain PLANNER to perform continuing professional transportation planning services; and WHEREAS, the PLANNER desires to perform the continuing professional transportation planning services upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: froxy GENERAL 1.1 This Contract is for continuing professional transportation planning 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 in the form of Work Orders will be issued to the PLANNER during the term of this Contract, 1.2 "PLANNER" shall be defined herein to include all principals of the firm including full time employees, professional or otherwise, and all other, agents, employees and/or subconsultants retained by the PLANNER to perform its obligations hereunder. 1.3 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. 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 enter into subcontracts with other professional RFQ #1707 Continuing Transportation Planning Consulting Services Page 1 consultants to provide technical services required by the CITY, that are otherwise outside the area of expertise of the PLANNER. 1.4 The PLANNER acknowledges that this is not an exclusive contract and that the CITY, at the CITY's option, may request proposals from other consultants to provide transportation planning services for the CITY. The CITY reserves the right to hire any such other consultants to provide such services for City Projects. 1.5 The PLANNER acknowledges that the CITY has retained other consultants, and that the PLANNER may need to coordinate the work of these consultants with the work that it is performing 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 provided in this Agreement. 1.6 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, 1.7 Requirements for signing and sealing all plans, reports and documents prepared by the PLANNER shall be performed to comply with all applicable federal, state and local laws and regulations. 6=9093ml 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. 11 GENERAL PLANNING SERVICES The PLANNER agrees to perform professional transportation planning services for the CITY as directed by the City's Designated Representative in accordance with budgetary amounts approved by the Ocoee City Commission. Examples of the services include, but are not limited to: A. Assisting City staff in updating a financially feasible Master Transportation Plan; B. Assisting City staff in periodic updates to the Comprehensive Plan, land Development Code and Capital Improvements Plan; C. Performing and/or reviewing individual traffic analyses of private development projects for concurrency management and operational issues; D. Assisting City staff in updating and maintaining a socio-economic database; RFQ #1707 Continuing Transportation Planning Consulting Services Page 2 E. Performing traffic modeling in conjunction with road impact fee updates and Comprehensive Plan Amendments; F. Providing annual traffic counts and other counts for special studies and traffic operations analyses; G. Assisting City staff with roadway conceptual analysis and concept design; H. Assisting City staff in the identification and qualification for various Federal and state grants, etc. 1. Providing assistance working with other governmental agencies on transportation related issues; J. Performing intersection analyses and other studies involving traffic operations; K. Reviewing traffic studies submitted through the concurrency process or for alternative road impact fees; L. Developing access management plans for roads in the City; M. Developing plans for bicycle, pedestrian, and transit ways in conjunction with transportation planning; and N. Other related services requiring transportation planning, O. Providing transportation modeling in conjunction with mobility fee development, alternatives analysis, and establishment; and P. Assisting City staff with CRA administration relative to transportation related issues; and Q, Provide transportation analysis as it may relate to architecture, landscape architecture, urban design, form based code; and R. Performing periodic reports as required by the Comprehensive Plan on the status of the Multi -Modal Transportation District. In addition to the services authorized by Paragraph 2,1 the PLANNER shall perform such other professional transportation planning 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 11, Paragraph 23. 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 be construed as being issued pursuant to this Contract. RFQ #170 7 Continuing Transportation Planning Consulting Services Page 3 Services to be performed by the PLANNER shall be identified in a written Work Order by the CITY. Each Work Order shall include a Detailed Project Description with an anticipated completion schedule. The PLANNER shall review each Work Order and notify the CITY in writing of any matters that require clarification or correction before submitting to the CITY a "Proposal" for the Work Order. The PLANNER Proposal shall include a Detailed "Scope of Services for the Work Order", Method(s) of Compensation, PLANNER Schedule to complete the Work Order, 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 expectations 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, 23,2 The CITY shall review and provide comments concerning the PLANNER Proposal and shall then issue a final Work Order for the Work that incorporates the Proposal and all comments. The CITY shall be authorized to make changes to this Agreement or any Work Order under this Agreement by written 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. The CITY shall: 3.1 Shall identify a CITY 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 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. 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. RFQ #1707 Continuing Transportation Planning Consulting Services Page 4 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. 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. The failure to provide such notice shall constitute a waiver of any default of the CITY under this Section. SECTION IV COMPENSATION 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 or Fixed Price Method b. Closed End Hourly with a Guaranteed Maximum Price 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 paragraph 2,1 shall be Closed End Hourly with a specified not -to -exceed Guaranteed Maximum Price in cases where the CITY deems it appropriate. 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 5 completed during the month as documented by the PLANNER on a progress report, subject to acceptance by the CITY, 4.3 CLOSED END HOURLY/GUARANTEED MAXIMUM PRICE 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 Guaranteed Maximum Price without written approval from the CITY, 4.33 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 Guaranteed Maximum Price 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: City of Ocoee 150 N. Lakeshore Drive Ocoee, FL 34761 Attention: Accounts Payable 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 issued to a Work Order prior to completion of the Work Order, then the Planner shall proceed as required in paragraph 8.4.2. RFQ #1707 Continuing Transportation Planning Consulting Services Page 6 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. SE+C'TION iT WORK COMMENCEMENT/IMPLEMENTATION SCHE E OF f • 5.1 WORK COMMENCEMENT The PLANNER shall commence work order not later than 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 I The PLANNER shall adhere to the schedule established for any general planting 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. 5.3 LENGTH OF CONTINUING CONTRACT This Agreement shall continue in full force for a period of five (5) separate one year terms. Each one year term shall automatically be renewable for the next succeeding one year term with the condition that the CITY' S obligation to pay under this Agreement for each year is contingent upon the CITY in its good faith judgment having sufficient funds to make an annual appropriation for the Services to be provided under this Agreement. The Agreement shall continue in full force and effect from the date first written above or ONNINIM RFQ#1707 Continuing Transportation Planning Consulting Services Page 7 until terminated in accordance with this Agreement. The CITY shall have the option of extending the term an additional one (1) year. The above time periods may be extended to complete Services being rendered under a Project that has already been identified in a Work Orders issued prior to the expiration of the Agreement. 6.1 GENERAL The City Manager may act as the Designated Representative to represent the CITY in all matters pertaining to and arising from the work and performance of this Contract. The City Manager may designate an alternate representative. The Designated Representative or the alternate Designated Representative is authorized to perform the following activities: 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; 6,13 Giving 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. The alternate Designated Representative for this Contract shall be: Michael Rumer City Planner City of Ocoee 150 N. Lakeshore Drive Ocoee, Florida 34761 Phone: (407) 905-3 100, extension 1018 7.1 The CITY may also order 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 RFQ #1707 Continuing Transportation Planning Consulting Services Page 8 Work Order pursuant to Section IV- Compensation which are mutually agreed upon by and between the CITY and the PLANNER, shall be incorporated by Change Order to the Work Order. r-AMEEK"111 M511 The City may terminate this Contract or any Work Order issued under this Contract for Cause for any one or more of the following reasons: 8. Ll 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 8.12 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 XIII herein. 8. L6 In the event of any of the causes described in paragraph 8.1, the 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. In the event of termination for cause, the CITY may adjust any payment due and owing to the PLANNER to take into account any additional costs or damages incurred by the CITY due to such default. 8.1.7 In the event that the CITY terminates this contract or any Work Order issued under this Contract for cause, then the CITY may recover any and all costs or damages expended or incurred by the CITY that were proximately caused by the causes of default. RFQ #1707 Continuing Transportation Planning Consulting Services Page 9 M MA 102 ky, 21020111102 The PLANNER may cancel this Contract if: 8,2,1 The CITY fails to meet its obligations and responsibilities as contained in Section III - City's Rights and Responsibilities; or 8.2,2 The CITY fails to pay the PLANNER in accordance with Section IV - Compensation: 8.2.3 In the event of either of the causes described in paragraph 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. Notwithstanding any other provision of this Contract, the CITY shall have the right at any time to terminate this Contract or any Work Order issued under this Contract for convenience and without cause, provided that thirty (30) days prior written notice is given to the PLANNER of the CITY's intent to so terminate for convenience. In the event that this contract is terminated for convenience, the CITY shall identify any specific Work Orders being terminated and the specific Work Order(s) to be continued to completion (if any) pursuant to the provisions of this Contract. In the event this Contract or any Work Order is terminated for convenience, the CITY shall pay the PLANNER for the services rendered to the date of termination and all reasonable costs necessarily incurred by the PLANNER by reason of the termination for convenience. No amount shall be paid for anticipated profit on unperformed services or other work. 8.4.1 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. 8,42 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. 8.5.1 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 MEMMORNMEMERM RFQ #1707 Continuing Transportation Planning Consulting Services Page 10 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 terns and conditions of the Work Order and this Contract. 8.5.2 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 The PLANNER shall provide the CITY within written notice of any claims, disputes, and/or matters in question including claims for extra compensation not later than forty- five (45) days of its occurrence. The failure to provide such written notice shall constitute a waiver of such claim. 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, defend and RFQ #1707 Continuing Transportation Planning Consulting Services Page 11 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 any such negligent act, error or omission, The PLANNER shall not commence any work in connection with an Agreement until all of the following types of insurance have been obtained and such insurance has been approved by the City, nor shall the PLANNER allow any Subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. Policies other than Workers' Compensation shall be issued only by companies authorized by subsisting certificates of authority issued to the companies by the Department of Insurance of Florida which maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to the A.M. Best Company. Policies for Workers' Compensation may be issued by companies authorized as a group self -insurer by Section 440.57, Florida Statutes, a. Loss Deductible Clause: The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the General PLANNER and/or subcontractor providing such insurance, b. Workers' Compensation Insurance: The PLANNER shall obtain during the life of this Agreement, Worker's Compensation Insurance with Employer's Liability Limits of $500,0001$500,0001$500,000 for all the Contractor's employees connected with the work of this project and, in the event any work is sublet, the PLANNER shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such insurance shall comply fully with the Florida Workers' Compensation Law. In case any class of employees engaged in hazardous work under this contract for the City is not protected under the Workers' Compensation statute, the PLANNER shall provide, and cause each subcontractor to provide adequate insurance, satisfactory to the City, for the protection of the Contractor's employees not otherwise protected. Include Waiver of Subrogation in favor of the City of Ocoee C. Contractor's Public Liability and Property Damage Insurance: The PLANNER shall obtain during the life of this Agreement COMMERCIAL AUTOMOBILE COVERAGE, this policy should name the City of Ocoee as an additional insured, and shall protect the PLANNER and the City from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operations under this Agreement whether such operations be by the PLANNER or by anyone directly or indirectly employed by the Contractor, and the amounts of such insurance shall be the minimum limits as follows: RFQ #1707 Continuing Transportation Planning Consulting Services Page 12 1) Automobile Bodily Injury Liability & Property Damage Liability $ 1,000,000 Combined single limit per occurrence (each person, each accident) All covered automobile will be covered via symbol I • Liability coverage will include hired & non -owned automobile liability • Include Waiver of Subrogation in favor of The City of Ocoee 2) Comprehensive General Liability (Occurrence Form) - this policy should name the City of Ocoee as an additional insured and should indicate that the insurance of the PLANNER is primary and non-contributory. $2,000,000 GENERAL AGGREGATE 0 $2,000,000 PRODUCTS -COMPLETED OPERATIONS AGGREGATE 0 $1,000,000 PER OCCURRENCE 0 $1,000,000 PERSONAL & ADVERTISING INJURY 0 Include Waiver of Subrogation in favor of the City of Ocoee 3) Subcontractor's Comprehensive General Liability, Automobile Liability and Worker's Compensation Insurance: The PLANNER shall require each subcontractor to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of these subcontractors in the Contractor's policy, as specified above. 4) Contractual Liability: If the project is not bonded, the Contractor's insurance shall also include contractual liability coverage to insure the fulfillment of the contract, NOTE: PUBLIC LIABILITY INSURANCE AND AUTOMOBILE LIABILITY INSURANCE, THE CITY SHALL BE NAMED AS ADDITIONAL INSURED. ® $1,000,000 PER OCCURRENCE ® $2,000,000 AGGREGATE 5) Commercial Umbrella: $1,000,000 PER OCCURRENCE $2,000,000 Aggregate Including Employer's Liability and Contractual Liability 6) Professional Liability/Errors and Omissions Insurance: The PLANNER shall also purchase, maintain, and keep in full force, effect, and good standing, a professional liability/errors and omissions insurance policy having minimum limits of $1,000,000.00, with a RFQ#1707 Continuing Transportation Planning Consulting Services Page 13 maximum deductible of $100,000.00 or, the PLANNER shall provide the CITY with policy coverage wherein the insurer agrees to pay claims (up to the limits of coverage), and will thereafter recover the deductible from the insured -PLANNER. The errors and omissions policy shall be in effect and shall insure the Planner's performance on CITY projects. 7) Certificates of Insurance: Certificate of Insurance Form (see sample attached), naming the City of Ocoee as an additional insured will be furnished by the PLANNER upon notice of award. These shall be completed by the authorized Resident Agent and returned to the Office of the Purchasing Agent, This certificate shall be dated and show: a) The name of the Insured contractor, the specific job by name and job number, the name of the insurer, the number of the policy, its effective date, its termination date. b) Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. MMILUS M 11.1 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. 12.1 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. All computer generated information shall be provided to the CITY on media that is acceptable to the CITY. The PLANNER may retain 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 RFQ#1707 Continuing Transportation Planning Consulting Services Page 14 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. 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 required by Public Records Acts. The PLANNER may retain copies of all work performed under this Contract for the CITY. ff-5M--fffl 7k,5- X-M 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. 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, 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. RFQ#1707 Continuing Transportation Planning Consulting Services Page 15 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, 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'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. 15.1 All the services to be performed by the PLANNER shall comport with the standards of professional transportation planning ordinarily exercised by reputable members of consultant's profession. All work product shall conform to applicable building codes and standards, ordinances of the CITY, applicable federal and/or state and/or regulations. 15.2 The PLANNER shall be responsible for producing work that complies with 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, 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. N �IK ���42 This Contract shall be interpreted and governed by the laws of the State of Florida without reference to its conflicts of laws principles. RFQ #1707 Continuing Transportation Planning Consulting Services Page 16 UNZAAM20MM Neither party shall be considered in default in perfortnance 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, hurricane, explosion, or any act of God; provided that the cause is beyond the control and without the fault or negligence of the party seeking relief under this Section. 19.1 This Contract, together with the Exhibits hereinafter identified and listed in paragraph 19.2, shall 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 MM—T-MMI'M 20.1 As a condition precedent to the filing of any suit or other legal proceeding, the parties shall endeavor to resolve claims, disputes or other matters in question by mediation. Mediation shall be initiated by any party by serving a written request for same on the other party. The parties shall, by mutual agreement, select a mediator within fifteen (15) days of the date of the request for mediation. If the parties cannot agree on the selection of a mediator, then the City shall select the mediator who, if selected solely by the City, shall be a mediator certified by the Supreme Court of Florida, No suit or other legal proceeding shall be filed until the mediator declares an impasse, which declaration, in any event, shall be issued by the mediator not later than sixty (60) days after the initial mediation conference. The sole and exclusive venue for any mediation shall be in Orange County, Florida, Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Contract, or any Work the work to be performed hereunder, shall be submitted for trial, without a jury, before the Circuit Court of the Ninth Judicial Circuit, in and for Orange County, Florida. The parties consent and submit to the jurisdiction of such court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant hereto. The City and PLANNER expressly waive all rights to trial by jury RFQ #1707 Continuing Transportation Planning Consulting Services Page 17 regarding any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or any Work Order issued under this Agreement, or arising out of any matter pertaining to this contract or the work to be performed hereunder. As noted herein, the sole and exclusive venue for any litigation or other legal proceeding between the parties shall be the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida. IN WITNESS WHEREOF, the CITY and the PLANNER have executed this Contract to become effective on the day and year first written above. ATTEST: (SEAL) ATTEST: S&ME, I C BY: PRINT NAME: L=" A. Q. TITLE: \A ue- APPROVED: I T I �14 0At, V L14, Melanie Sibbitt, City Clerk Rusty Johns , yor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITT THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HEL APPROVED AS TO FORM AND ON November 7,2017 UNDER AGEND LEGALITY this 6Vt day of ITEM NO. F.7. 2017. 1 SRUFFIELD, LOWMAN & WILSQN, P.A. F-*.W url M1 RFQ #1707 Continuing Transportation Planning Consulting Services Page 18