2011-86 CONTINUING SERVICES AGREEMENT FOR PROFESSIONAL
PLANNING SERVICES FOR PASSIVE AND RECREATIONAL PARKS
THIS AGREEMENT is entered into as of this day of A/0 r
2011, by and between the CITY OF CLERMONT, FLORIDA, and a municipal corporation
under the laws of the State of Flonda whose address is: 685 W. Montrose Street, Clermont,
Florida, hereinafter referred to as "CITY" and AECOM Technical Services, Inc., 150 N. Orange
Avenue, Suite 200, Orlando, FL 32801 referred to as "CONSULTANT."
WTNESSETH
WHEREAS, the CITY is in need of qualified and licensed professional planning services related to
passive and recreational parks projects;
WHEREAS, the CITY, in accordance with Section 287.055, Flonda Statutes, solicited proposals for
services as more fully described and set forth in RFQ• 11 -013; and
WHEREAS, the CONSULTANT submitted a proposal to provide said services and has represented
to CITY that it is qualified and desires to perform said services in accordance with the terms and
conditions contained herein, and all applicable law and professional standards;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties covenant and agree as follows:
1.0 TERM
1.1 This Agreement is to become effective upon execution by both parties, and shall remain
in effect for a five (5) year term, unless terminated as provided for herein. Additionally,
the parties agree that the term may be extended upon mutual agreement for periods of one
(1) year, but such option to extend may only be utilized two (2) times unless authorized
by the City Council for additional extensions.
1.2 The term of any task authonzation/work order, as described in Section 2 hereof shall be
as set forth in such task authonzation/work order, and all of the terms and conditions of
this Agreement shall survive until completion of all task authorizations /work orders.
2.0 DESCRIPTION OF SERVICES
2.1 It is expressly understood and acknowledged that nothing herein shall obligate or
guarantee to CONSULTANT any agreement or task authorization and CITY expressly
reserves the nght to exercise its option to issue any such agreements to any qualified firm
or entity in accordance with all applicable laws, ordinances, policies and/or regulations.
2.2 The CITY shall make request of CONSULTANT for professional planning services and
other related consulting services on a task basis. The CITY will communicate with
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CONSULTANT, verbally or in writing, a general descnption of the task to be performed
The CONSULTANT will generate a detailed Scope of Work document, prepare a
Schedule, add a not -to- exceed - budget to accomplish the task, and send the developed
"Task Proposal" to the CITY. If a site visit by CONSULTANT is needed to generate the
scope document, CONSULTANT shall request approval prior to visiting the site. The
CITY will review the proposal, and if the descnption is mutually acceptable, the parties
will enter into a wntten "task authorization or work order ". The Scope of Services
generally to be provided by the CONSULTANT shall be as provided and contemplated
by the CITY in that certain RFQ # 11 -013 and CONSULTANT'S response thereto,
which are expressly incorporated herein and made a part hereof as if restated
CONSULTANT shall not be authorized to proceed until the CITY has issued a Notice to
Proceed to the CONSULTANT. Upon receipt of the signed Task Authorization/Work
Order and a Notice to Proceed from the CITY, the CONSULTANT shall perform the
services set forth in the Task Authonzation/work order.
2.3 CONSULTANT shall provide CITY'S designated project manager with monthly time
sheets or labor cost statements for services rendered dunng the preceding month. Each
time sheet shall state the names and classifications of all personnel who performed
services during said month under the task authonzation, and the number of hours worked
by each.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 CITY may make changes in the services at any time by giving written notice to
CONSULTANT If such changes increase (additional services) or decrease or eliminate
any amount of work, CITY and CONSULTANT will negotiate any change in total cost
or schedule of modifications. If the CITY and CONSULTANT approve any change, the
task authorization/work order will be modified to reflect the changes; and
CONSULTANT shall be compensated for said services in accordance with the terms of
Article 5.0 herein. All change orders shall be authonzed in wntmg by CITY'S and
CONSULTANT'S designated representatives.
3.2 All of CITY'S task authorizations /work orders and amendments thereto shall be
performed in strict accordance with the terms of this Agreement insofar as they are
applicable.
4.0 SCHEDULE
4.1 CONSULTANT shall perform services in conformance with the mutually agreed upon
schedule set forth in the negotiated task authonzation. CONSULTANT shall complete
all services in a timely manner consistent with professional standard of care set forth
herein and will keep CITY fully informed of the status of work on a reasonable basis in
relation to the scope of the project or at least monthly.
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Should CONSULTANT fall behind the agreed upon schedule, it shall employ such
resources so as to comply with the agreed upon schedule at no additional cost to the
CITY.
4.2 No extension for completion of services shall be granted to CONSULTANT without
CITY'S pnor wntten consent, except as provided in Sections 3.1 and 20 0 herein.
5.0 METHOD OF PAYMENT FOR SERVICES AND EXPENSES
5.1 DEFINITIONS:
5 1 1 The "CONSULTANT's Professional Services Fee Schedule" as set forth in
Exhibit "A ", attached hereto and incorporated herein, are used as a basis for
payment for services pursuant to Paragraphs 2.0 and 3.0. These fee schedules
shall include wages, salaries, taxes, insurance, overhead and profit. The hourly
salary rates set forth in the Fee Schedule are firm for the initial term, but are
subject to an equitable adjustment that is to be negotiated pnor to the renewal of
the Agreement. Any adjustments to the Fee Schedule must be mutually agreed to
by the CITY and CONSULTANT.
5.1.2 The "CONSULTANT's Reimbursable Expenses Schedule" as set forth in Exhibit
"B ", attached hereto and incorporated herein, as provided by the CONSULTANT,
is used as the basis for payment for actual costs of all reimbursable expenses
incurred in connection with the services rendered.
Reimbursable expenses shall include, but not be limited to. telephone, printing,
subsistence, and automobile expenses, which are directly or indirectly in
connection with the project. Said reimbursable expenses shall be passed through
at a cost factor of 1.0.
5.1.3 The "Deliverables" are defined as plans, reports, findings, specifications, or
anything else that is the end product or work performed by the CONSULTANT or
the CITY. CONSULTANT shall, within such time constraints as may be set forth
in the task authonzation/work order, submit to CITY the deliverables as identified
in the task authonzation/work order; and CONSULTANT shall, upon completion
of all work, submit to the CITY all information developed in the course of the
consulting services CONSULTANT shall, upon request by CITY and upon
completion or termination of this Agreement, deliver to CITY all matenal
furnished to CONSULTANT, provided the CITY identifies those materials in
wnting.
5.2 PAYMENT /COMPENSATION
CITY agrees to pay or compensate the CONSULTANT for the professional services
performed on each task authorization/work order in accordance with one of the following
methods, unless otherwise provided herein or in the task authorization/work order.
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5.2.1 Not to exceed cost based upon the "CONSULTANT's Professional Services Fee
Schedule "
5.2 2 Lump sum cost based upon the "CONSULTANT's Professional Services Fee
Schedule."
5 3 SERVICES - ADDITIONAL. CITY shall pay CONSULTANT as follows:
5.3.1 Professional Associates, Consultants and/or Subcontractors For services and
expenses of independent associates, Consultants and/or subcontractors employed
by CONSULTANT, the amount invoiced to CONSULTANT times a factor of 1.0
for invoices to the CITY.
5.3.2 Expert Witness: For any litigation, arbitration or other legal or administrative
proceeding for any time spent in preparation for such litigation, on the same basis
as set forth in Paragraph 5.1 and 5.3.1
5 4 TIME FOR PAYMENT At monthly intervals, CONSULTANT shall submit statements
for services, additional services rendered and for reimbursable expenses incurred. The
statements will be based upon CONSULTANT'S actual manpower expended and actual
expenses incurred within the billing penod.
5.4.1. As a condition precedent to receiving payment, CONSULTANT shall have been
authorized to proceed by CITY, shall not be in default of any of the terms and
conditions of this Agreement and shall provide to CITY an invoice The invoice
shall be forwarded to CITY, no more frequently than once per month, and signed
by an authorized representative of CONSULTANT related to the applicable
monthly installment payment. The invoice shall include a statement identifying
the penod for which it applies and the sub -tasks or portions thereof, completed by
the specific task authonzation/work order, and specifically set forth the percent of
completion of each sub -task for which compensation is being requested
5.4.2. All invoices submitted for compensation shall include a statement by
CONSULTANT that states as follows-
"This statement sets forth only actual time spent by the firm's employees and
does not contain any unit billing, multipliers, or other devices that permit payment
for more than actual time spent "
5.4.3. CITY shall pay all valid, approved, and undisputed invoices within thirty (30)
days of receipt from CONSULTANT. In the event that CITY disputes any
invoice submitted or any portion thereof, it shall advise CONSULTANT, in
writing Only that portion so contested may be withheld from payment, and the
undisputed portion will be paid in accordance with this paragraph. Neither the
CITY'S review, approval or acceptance of, nor payment for, any services
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provided hereunder shall be construed to operate as a waiver of any rights under
this Agreement and the CONSULTANT shall be liable to CITY for direct
damages to CITY to the extent caused by the CONSULTANT'S negligent or
wrongful performance of any of the services furnished under this Agreement.
5.5 OTHER PROVISIONS CONCERNING PAYMENTS•
5.5 1 In the event of termination by CITY under Section 18 0 during the performance of
the services, payments due CONSULTANT up to the point of termination,
including payments for services rendered, and all costs incurred shall constitute
total payment for such services.
5.5.2 Records of CONSULTANT's Salary Costs and Expenses pertinent to
CONSULTANT'S compensation under this Agreement will be kept in
accordance with generally accepted accounting principles. These records will be
made available to CITY for audit upon reasonable pnor request by CITY. Copies
will be made available to CITY on request pnor to final payment for
CONSULTANT'S services.
5.5.3 A separate invoice must be submitted for each individual task authorization.
Invoices must show a breakdown of the number of hours worked by each person
charging time to the task authonzation, hourly salary cost and any reimbursable
expenses.
6.0 RIGHT TO INSPECTION
6.1 CITY or its agents shall at all times have the nght to review or observe the services
performed by CONSULTANT
6.2 No inspection, review, or observation shall relieve CONSULTANT of its responsibility
under this Agreement.
7.0 PROGRESS MEETING
CITY'S designated Project Manager may hold periodic progress meetings on a monthly
basis, or more frequently, if required, during the term of any task authonzation entered
into under this Agreement. CONSULTANT'S Project Manager and all other approprate
personnel shall attend such meetings as designated by CITY'S Project Manager, and
CONSULTANT shall be compensated at the billing rates set forth in Article 5.0
8.0 SAFETY
8.1 CONSULTANT agrees to comply with CITY'S published safety standards while on the
property of CITY. A copy of these standards is provided in Exhibit "C ", attached hereto
and incorporated herein.
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8.2 CONSULTANT shall have full responsibility for the safety and supervision of its
employees while performing services provided hereunder.
9.0 REASONABLE ACCESS
During the term of this Agreement, CITY shall grant CONSULTANT reasonable access
to the CITY'S premises for purposes of fulfilling its obligations under this Agreement
10.0 INSURANCE AND HOLD HARMLESS /INDEMNIFICATION
CONSULTANT shall maintain in force during the term of this Agreement, at its own
expense, insurance as set forth in Exhibit "D ", attached hereto and incorporated herein
and shall be bound by the terms of the Hold Harmless /Indemnification provisions
expressed therein.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
CONSULTANT shall comply with all requirements of federal, state and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of this
Agreement
12.0 REPRESENTATIONS
12.1 CONSULTANT represents that the services provided hereunder shall conform to all
requirements of this Agreement, RFQ #11-013 and CONSULTANT'S response thereto;
shall be consistent with recognized and sound professional engineenng practices and
procedures; and shall conform to the customary standards of care, skill, and diligence as
employed by members of the CONSULTANT'S profession under similar circumstances
and as appropnate to the nature of the services rendered
12.2 CONSULTANT represents that the personnel furnishing such services shall be qualified
and competent to perform the services assigned to them and that such guidance given by
and the recommendations and performance of such personnel shall reflect their
professional knowledge and judgment.
12.3 Subject to the provisions of this Section, should CONSULTANT materially breach the
warranties set forth herein, CITY shall have such remedies as may be provided at law or
equity.
12.4 Without limiting the generality of the foregoing, if the CONSULTANT completes its
services under any task authorization entered into hereunder, and the CONSULTANT'S
services are non - complying, defective, or otherwise improperly performed and CITY
notifies CONSULTANT in wntmg that a defect, error, omission or noncompliance has
been discovered in CONSULTANT'S services, CONSULTANT shall, at the option of
CITY• a) correctly re- perform such non - complying, defective, or otherwise improperly
performed services at no additional cost to CITY; or if CONSULTANT fails to take
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action under a) above, at CONSULTANT'S sole direct expense, otherwise cure or have
cured any such non - complying, defective, or otherwise improperly performed services.
12 5 The only representations made by CONSULTANT are those expressly enumerated in this
provision. Any other statements of fact or descriptions expressed in the Agreement or
any attachments thereto, shall not be deemed to constitute a warranty of the work or any
part thereof.
13.0 GUARANTEE AGAINST INFRINGEMENT
CONSULTANT guarantees that all services provided under this Agreement shall be free from
claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of
this Agreement, CONSULTANT shall indemnify and hold harmless CITY, its officers, directors,
employees, designated agents, from and against liability, including expenses, legal or otherwise,
for actual infnngement of any patent, copyright, or trademark resulting from the use of any
goods, services, or other items provided under this Agreement. Notwithstanding the foregoing,
CONSULTANT may elect to provide non-infnnging services.
14.0 DOCUMENTS
14.1 Upon CITY'S or its designated Project Manager's request, at any time during the term of
this Agreement or upon completion or termination of this Agreement, CONSULTANT
shall provide CITY or its designated Project Manager with a copy of all documents and
electronic files prepared by CONSULTANT under this Agreement or any Task
Authorization hereunder. CITY understands that re -use of any documents for any other
purposes, shall be at the CITY'S own risk.
14 2 The parties acknowledge that the CITY is a Florida municipal corporation and subject to
the Flonda Public Records Law, therefore, to the extent applicable to it, CONSULTANT
agrees to comply with the terms thereof with regard to any and all documents related to
the CITY.
15.0 ASSIGNMENT
15.1 CONSULTANT shall not assign or subcontract this Agreement, any task authorization
hereunder, or any rights or any monies due or to become due hereunder without the prior,
written consent of CITY
15.2 If, upon receiving wntten approval from CITY, any part of this Agreement is
subcontracted by CONSULTANT, CONSULTANT shall be fully responsible to CITY
for all acts and/or omissions performed by the subcontractor as if no subcontract had been
made.
15 3 If CITY determines that any subcontractor is not performing in accordance with this
Agreement, CITY shall so notify CONSULTANT who shall take immediate steps to
remedy the situation.
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15.4 If any part of this Agreement is subcontracted by CONSULTANT, pnor to
commencement of any work by the subcontractor, CONSULTANT shall require the
subcontractor to provide CITY and its affiliates with insurance coverage as set forth by
the CITY'S Human Resources Director /Risk Management.
16.0 INDEPENDENT CONSULTANT
At all times during the term of this Agreement, CONSULTANT shall be considered an
independent CONSULTANT.
17.0 DEFAULT
If dunng the term of this Agreement, CONSULTANT shall be in material default of any of the
material provisions of this Agreement, CITY may suspend its performance hereunder until such
delinquency or default has been corrected; provided, however that no suspension shall be
effective unless and until CITY gives written notice of the default to CONSULTANT with at
least ten (10) days to cure such default. If CONSULTANT fails to correct such delinquency or
default within thirty (30) days of suspension by CITY, CITY may terminate this Agreement.
18.0 TERMINATION
Notwithstanding any other provision of this Agreement, CITY may, upon wntten notice to
CONSULTANT, terminate this Agreement if: a) without cause and for convenience upon thirty
(30) days wntten notice to CONSULTANT b) CONSULTANT is adjudged to be bankrupt; c)
CONSULTANT makes a general assignment for the benefit of its creditors; d) CONSULTANT
materially fails to comply with any of the conditions of provisions of this Agreement; or e)
CONSULTANT is expenencing a labor dispute, which threatens to have a substantial, adverse
impact upon performance of this Agreement, without prejudice to any other nght or remedy
CITY may have under this Agreement. In the event of such termination, CITY shall be liable
only for the payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work, properly performed and accepted prior to the effective date of termination.
CONSULTANT reserves the right to terminate this Agreement upon thirty (30) days written
notice in the event CITY materially fails to meet its obligations under this Agreement, including
but not limited to nonpayment of the CONSULTANT'S invoices.
19.0 FORCE MAJEURE
Any delay or failure of either party in the performance of its required obligations hereunder shall
be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion, riot,
war; sabotage; strikes; extraordinary breakdown of or damage to CITY'S affiliates' generating
plants, their equipment, or facilities; court injunction or order; federal and/or state law or
regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of
the party affected; provided that prompt notice of such delay is given by such party to the other
and each of the parties hereunto shall be diligent in attempting to remove such cause or causes.
In the event of any such delay, the schedule shall be extended for a penod of time equal in length
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to the force majeure event. If any circumstances of Force Majeure remain in effect for sixty (60)
days, either party may terminate this Agreement.
20.0 GOVERNING LAW & VENUE
This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Flonda. Venue shall be Lake County, Florida, or the
United States Distnct Court in and for the Middle District of Florida.
21.0 HEADINGS
Paragraph headings are for the convenience of the parties only and are not to be construed as part
of this Agreement.
22.0 SEVERABILITY
In the event any portion or part of this Agreement is deemed invalid, against public policy, void,
or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment
in the affected provision of this Agreement. The validity and enforceability of the remaining
parts thereof shall otherwise be fully enforceable.
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, condition, or provision of this Agreement shall not
be considered a waiver of that term, condition, or provision in the future.
23.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be
binding unless in wntmg and signed by a duly authonzed representative of each party
hereto.
24.0 THIRD PARTY RIGHTS
Nothing in this Agreement shall be construed to give any nghts or benefits to anyone other than
CITY and CONSULTANT.
25.0 PROHIBITION AGAINST CONTINGENT FEES
CONSULTANT warrants that it has not employed or retained any company or person, other than
a bona fide employee working solely for the CONSULTANT, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for the CONSULTANT, any
fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement.
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26.0 ENTIRE AGREEMENT
Except as otherwise state, this Agreement, including the schedules, attachments, appendixes and
exhibits attached hereto, constitutes the entire agreement between CITY and CONSULTANT
with respect to the services specified and all previous representations relative thereto, either
wntten or oral, are hereby annulled and superseded.
27.0 SOVEREIGN IMMUNITY
Nothing contained in the Agreement shall be construed as a waiver of the CITY'S rights to
sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the
CITY'S potential liability under state or federal law.
28.0 NOTICE
Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
CITY City Manager
City of Clermont
685 West Montrose Street
Clermont, Florida
CONSULTANT: AECOM Technical Services, Inc.
150 N. Orange Ave.
Suite 200
Orlando, FL 32801
Either party may change the name of the person receiving notices and the address at which
notices are received by so advising the other party in writing
IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
below:
CITY OF CLERMONT, FLORIDA
ATTES '• /
L /
Tracy d it ir 'Myd, City Clerk
BY:
=; .jam
Had Turville, Jr., Mayor
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10
AECOM Technical Services, INC.
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EXHIBIT A
A COM AECOM 407 843 6552 tel
150 N Orange Ave 407 839 1789 fax
Suite 200
Orlando, Flonda 32801
www aecom com
AECOM Basic Services
Protect Description
The project is the development of a passive recreational park on the City's Inland Groves property.
The property consists of 219 acres with frontage on Lake Minneola and Lake Hiawatha and was
acquired with assistance from a Florida Communities Trust Florida Forever grant and a Lake
County Public Lands Program grant. The project is anticipated to include: an extension of the Lake
County Trail (designed by Lake County and located on the project site), two (2) trailhead /restroom
buildings, small pavilions, observation boardwalks, playgrounds, a dog park and picnic areas. The
initial phase of design services is the development of a master plan and an associated statement
of probable costs.
PART I - Phase 1 Program Validation
1.1 Project Coordination - In addition to the specific services detailed below (the "Services "),
AECOM shall coordinate our work with the Client's representative and the Client's project
team, monitor the project schedule as it relates to the scope contained herein and provide
timely invoicing and reporting of project progress.
1.2 Scoping and Kick -off Meeting - AECOM will attend a kick -off meeting with the Client, City
Department Staff and the project team in the Client's offices to kick -off the project,
develop a project scope and to understand the design intent of the project. The agenda for
the meeting will include:
• Client Objectives
• Project issues
• Data requirements
• Preliminary development program
• Project requirements
• Team member responsibilities
• Contract Format
• Other City Design Needs
1.3 Base Data - The Client will provide all available base data, reports, studies and related
documents such as the Park System Master Plan, FCT Grant requirements and obligations,
planned utility projects, Lake County Trail plans and agreements regarding the Inland
Groves property. AECOM will review the Client provided data in the development of the
conceptual design.
1.4 Public Open House - AECOM will participate in an open house to receive input from the
public regarding; programming for the project, the Client's previously prepared FCT Grant
master plan, the master plan and photoshop graphics previously prepared by AECOM for
the RFQ response and shortlist presentation, and a visual preference board addressing site
characteristics and materials. The input received will be incorporated into the conceptual
master plan for the project. The City will be responsible for scheduling, inviting attendees
and providing a location for the charrette near the project site.
1.5 Conceptual Master Plan -Based upon input received from staff and the public open house,
Page 1 of 6
A r City of Clermont
r� October 11, 2011
AECOM Team will prepare a conceptual master plan for the project and up to six (6)
sketches depicting project elements and architectural character. Following review of the
conceptual master plan and sketches,
Deliverables — As a result of these tasks, AECOM shall produce the following:
- One (1) hand drawn conceptual master plan at a scale of 1" = 200'
- Three (3) hand drawn area development plan sketches at 1 "= 50' depicting the three (3)
"homestead" environments and character
- Two (2) restroom building/pavilion elevations and floor plans
- Three (3) study sketches, each depicting the canopy walk, the wetland overlook and the
fishing dock/pier
1.6 Client Review — AECOM will attend one (1) meeting with the Client to review the conceptual
master plan and study sketches. The Client will provide a consolidated set of written review
comments to AECOM prior to the meeting. The Client and AECOM will agree on changes to
be incorporated into the final master plan report.
1.7 City Commission Workshop — AECOM will attend one (1) City Commission Workshop
meeting to present public and City staff input, the conceptual master plan and study
sketches for review and comments from the City Commission.
1.8 Client Review — AECOM will attend one (1) meeting with the Client to review the input
received from the City Commission Workshop. The Client will provide a consolidated set of
written review comments to AECOM prior to the meeting. The Client and AECOM will agree
on changes to be incorporated into the final master plan report.
1.9 Master Plan Summary — Based upon the input received during the open house, the Client's
comments regarding the conceptual master plan, area development plan sketches and
building elevations and incorporate them into a master plan summary. The summary will
include. a project narrative, an illustrative conceptual master plan, three (3) area
development plans, six (6) sketches reflecting architectural character and feature
structures, an estimate of probable construction costs and a project implementation
recommendation consistent with the FCT grant requirements and the anticipated project
costs.
1.10 Client Review — AECOM will attend one (1) meeting with the Client to review the master
plan summary. The Client will provide a consolidated set of written review comments to
AECOM prior to the meeting. Minor revisions to the summary, as mutually agreed upon by
the Client and AECOM will be made to in the Master Plan Summary.
Deliverables — As o result of these tasks, AECOM shall produce the following:
- One (1) digital file of the master plan summary
1.11 City Commission Presentation — AECOM will attend one (1) City Commission Meeting to
present the final conceptual master plan summary.
PROJECT SCHEDULE
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AzC 'OM October
AECOM is prepared to begin work on the project immediately upon receipt of this executed Letter
of Agreement and a retainer if required under Compensation. AECOM, in consultation with the
Client, shall perform its work in such a manner as to comply with a mutually agreed schedule.
ASSIGNED PERSONNEL
The following personnel from AECOM will be assigned to this project, and will have the
responsibilities described:
Jay R. Hood, ASLA - Principal -In- Charge /Senior Designer
Bruce C. Hall, RLA - Project Manager
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A M ®AA City of Clermont
October 11, 2011
AECOM Fees
The services in the scope of work (Schedule 1) will be performed for a lump sum fee of Thirty -Five
Thousand Dollars ($35,000) including direct expenses.
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A ' City of Clermont
October 11, 2011
AECOM Additional Services
Additional Services — AECOM will provide Additional Services as mutually agreed between AECOM
and the Client. An equitable adjustment to AECOM's compensation and time for performance will
be made through an amendment to this Agreement for any Additional Services.
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EXHIBIT B
A M City of Clermont
�rv� October 11, 2011
AECOM Current Hourly Rate Schedule
AECOM provides consulting services in environmental planning, planning, transportation planning,
urban design and landscape architecture. Compensation is based on the following schedule of
fees and charges:
HOURLY LABOR RATES
Prrncloal6 $295 Transportation Planner /Engineer 6 $215
Principal 5 $270 Transoortatron Planner /Engineer 5 $175
Principal 4 $245 Transportation Planner /Engineer 4 $140
Principal 3 $230 Transportation Planner /Engineer 3 $115
Principal 2 $205 Transportation Planner /Engineer 2 $100
Principal 1 $175 Transportation Planner /Engineer 1 $ 80
Ecologist 6 $215 Environmental Graphics Designer 6 $215
Ecologist 5 $175 Environmental Graphics Designer 5 $175
Ecologist $140 Environmental Graphics Designer 4 $140
Ecologist 3 $115 Environmental Graphics Designer 3 $115
Ecologist 2 $100 Environmental Graphics Designer 2 $100
Ecologist 1 $ 80 Environmental Graphics Designer 1 $ 80
Landscape Architect 6 $215 Urban Designer 6 $215
Landscape Architect 5 $175 Urban Designer 5 $175
Landscape Architect 4 $140 Urban Designer 4 $140
Landscape Architect 3 $115 Urban Designer 3 $115
Landscape Designer /Architect $100 Urban Designer 2 $100
Landscape Designer 1 $ 80 Urban Designer 1 $ 80
Planner 6 $215 Graphic Artist/GIS 4 $115
Planner 5 $175 Graohic Artist/GIS 3 $100
Planner 4 $140 Graphic Artist/GIS 2 $ 90
Planner 3 $115 Graphic Artist/GIS 1 $ 80
Planner2 $100 Administrative Assistant $ 60
Planner 1 $ 80 Technician $ 50
OTHER LABOR RATES
Rates for expert testimony, litigation support, personal service contracts, and depositions /court
appearances are subject to an additional premium. If additional services are authorized during the
performance of a contract, compensation will be based on the Schedule of Fees in effect at the
time the services are authorized.
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Exhibit "C"
SPECIFICATION SAFETY REQUIREMENTS
The following safety requirements are comprehensive in nature with some site
specificity, therefore, not all sections are applicable to every Agreement Please apply
those safety requirements as site or situation dictate NOTE: All CONSULTANTs
and/or engineers who assume responsibility for contract management will be responsible
for insuring compliance with these safety requirements by CONSULTANT and any of its
Subcontractors.
I. GENERAL
A. The CONSULTANT shall comply with Federal /State Occupational Safety
and Health Act (OSHA) Standards and any other rules and regulations
applicable to construction and/or maintenance activities in the State of
Florida The CONSULTANT shall also comply with Chapter 442, Florida
Statutes (Toxic Substances in the Workplace), and any county, or city, or
any other agency's rules and regulations regarding safety.
B The CITY'S safety personnel or any supervisor may, but is not required
to, order that the work be stopped if a condition of immediate danger is
found to exist. Nothing contained herein shall be construed to shift
responsibility or risk of loss for injunes or damage sustained as a result of
a violations of this Article from the CONSULTANT to the CITY; and the
CONSULTANT shall remain responsible for compliance with all
applicable safety requirements by its employees, its subcontractors, or any
other person for whom it is legally liable.
C. The parties hereto expressly agree that the obligation to comply with
applicable safety provisions is a matenal provision of this Agreement and
a duty of the CONSULTANT. The CITY reserves the right to require
demonstration of compliance with the safety provisions of this Agreement
The parties agree that such failure is deemed to be a material breach of this
Agreement; and the CONSULTANT agrees upon such breach, all work
pursuant to the Agreement shall terminate until demonstration to the CITY
that the safety provisions of this Agreement have been complied with. In
no event shall action or failure to act on the part of the CITY be construed
as a duty to enforce the safety provisions of this Agreement, nor shall it be
construed to create liability for the CITY for any act or failure to act in
respect to the safety provisions of this Agreement.
II. SAFETY EQUIPMENT
All CITY safety regulations will be strictly adhered to and enforced by the CITY, which
may include work stoppage or removal of CONSULTANT and/or personnel. These
safety regulations include, but are not limited to:
A. All persons on CITY property will wear industnal safety glasses with
affixed side shields at all times, except, when in an office building or
construction trailer, in the enclosed cab of a motor vehicle, or during a
break penod when all work has stopped.
B. All persons on CITY property will wear an approved hard hat in good
repair at all times, except when in an office building or construction
trailer, in the enclosed cab of a motor vehicle, or during a break penod
when all work has stopped. Bump hats are not acceptable at any time.
C. All persons on CITY property and in an area where the noise level
exceeds 85db, must wear hearing protection that complies with ANSI
S3 19 -74 (ear muffs and/or approved earplugs). This includes areas where
noisy equipment is in use (i.e. jack hammers, electric or air drills, heavy
equipment with open cabs, pipe cutting saw, etc.) and in the plant where
posted.
D. Sport or athletic -type style shoes are NOT considered a suitable work shoe
and are not acceptable as work shoes at this location.
E. Work conducted in an elevated position will require that.
1. Any person on CITY property working on or in an elevated
location (four feet above ground level) and unprotected by
handrails or guardrails must wear a safety belt or safety harness
and be tied off with a lanyard to a fixed object or support that will
restrict that person's fall to a "minimum distance."
2 Any person working from an electrical -line bucket truck will have
in use the appropriate fall protection device.
3. Any person on a pole or tree will have in use the appropriate gaffs,
belts, and/or harness.
4. Compliance with 29CFR 1910.269 is required
F Any person on CITY property, in an area where tools are being used that
cause or may cause flying particles or an area where there is a potential of
excessive dust or airborne particles, must wear, in addition to and over the
industrial safety glasses, either soft -sided goggles or a full face
shield/protector, and the appropnate respiratory protection equipment.
G. Where vehicular and/or pedestnan traffic is affected:
1 Maintenance of Traffic
The CONSULTANT shall conduct his work so as to interfere as
little as possible with public travel, whether vehicular or
pedestnan. Whenever it is necessary to cross, obstruct, or close
roads, dnveways, and walks, whether public or pnvate, the
CONSULTANT shall, at his own expense, provide and maintain
suitable and safe detours or other temporary expedients for the
accommodation of public and private travel, and shall give
reasonable notice to owners of private drives before interfenng
with them. Such maintenance of traffic will not be required when
the CONSULTANT has obtained permission from the owner and
tenant of pnvate property, or from the authority having jurisdiction
over public property involved, to obstruct traffic at the designated
point.
2. Barncades and Lights
All streets, roads, highways, and other public thoroughfares, which
are closed to traffic, shall be protected by effective barncades on
which shall be placed acceptable warning signs. Barricades shall
be located at the nearest intersecting public highway or street on
each side of the blocked section and all other positions required by
applicable standards.
All barncades and obstructions shall be illuminated by means of
warning lights from sunset to sunrise. Matenals stored upon or
alongside public streets and highways shall be so placed, and the
work at all times shall be so conducted, as to cause the minimum
obstruction and inconvenience to the traveling public
All barncades, signs, lights, and other protective devices shall be
installed and maintained in conformity with applicable statutory
requirements and, where within railroad and highway nghts -of-
way, as required by the authority having jurisdiction thereover
All CONSULTANT owned or controlled vehicles and/or
equipment, which will be operated on or within ten (10) feet of the
roadway will be equipped with a minimum of one amber 360
degree Class I warning device This device must meet minimum
standards for utility construction purposes such as a minimum of
500,000 candlepower and visible from 360 degrees of mounting
The warning device(s) must be in operation at all times that a
vehicle /equipment is on the roadway or within the ten (10) feet of
runoff area and not in a "normal" travel status.
3. Damage to Existing Property
The CONSULTANT will be held responsible for any damage to
existing structures, work, materials, or equipment because of his
operations and shall repair or replace any damaged structures,
work, matenals, or equipment to the satisfaction of, and at no
additional cost to, the CITY, unless otherwise addressed in the
Agreement.
II1. TOXIC SUBSTANCES
The CONSULTANT shall be responsible for compliance with Chapter 442,
Flonda Statutes, "Toxic Substances in the Workplace" (Right -To -Know -Law) for
its employees and the employees of any and all of its subcontractors on the project
site
The CONSULTANT shall, between receiving the Agreement and coming on the
project site to begin work, provide the CITY'S field representative with affidavits
stating that ALL its personnel on the project site, have been given training on any
toxic substances said personnel will be working with or may be exposed to while
working at the job site.
The CONSULTANT shall provide /give to the CITY'S field representative a copy
of manufacturer's MSDS for ANY and ALL "Toxic Chemicals" used by or
brought on the project site by the CONSULTANT or its subcontractor prior to the
substance(s) being delivered to the CITY'S property.
The CONSULTANT and/or subcontractor must be provided MSDS(s) which
is /are in the possession of the CITY upon receipt of a written request. The CITY
may establish reasonable procedures for acting upon such requests to avoid
interruption of normal work operations.
Before any work shall begin, and if applicable, the CONSULTANT shall arrange
a meeting to advise CITY'S field representative about safety and any dangers
CITY employees will be subjected to, due to the presence of chemicals on the
project site.
IV TRENCHING AND EXCAVATION
Trenching and excavation operations shall comply with the OSHA 29CFR 1926
Subpart P final rule.
A Where CONSULTANT work may interfere with other utilities, the CITY
shall be notified pnor to encroachment unless otherwise addressed in the
Agreement
B The CITY has identified certain areas within its operations, which are
regulated by OSHA 29CFR 1910 Subpart Z. If the CONSULTANT'S
work involves these affected areas, the CITY requires prior to
commencement of CONSULTANT work that applicable and acceptable
written compliance programs and documented certification/qualifications
be provided to the CITY, management, and safety personnel
V. CONSULTANT OPERATIONS SHALL COMPLY WITH OSHA 29CFR
1910.269. Further CONSULTANT operations shall comply with 29CFR
1910.252 and NFPA 51B for cutting and welding procedures.
VI CONSULTANT SHALL, WITHIN THIRTY (30) CALENDAR DAYS of
notification of award of Contract, and prior to commencement of work, provide to
the CITY, the CONSULTANT'S wntten safety compliance program(s).
VII. CURRENT INDEPENDENT CERTIFICATION for any CONSULTANT -
provided bucket truck to be for the provision of services of this Agreement shall
be provided to the CITY prior to use of said bucket truck.
Exhibit "D"
INSURANCE REQUIREMENTS
Continuing Services Agreement
SPECIAL PROVISIONS
On the Commercial General Liability and Business Automobile Liability, the City of
Clermont shall be listed as an "additional insured" as their interest may appear. The
CITY shall not by reason of their inclusion under these policies incur liability to the
insurance carrier for payment of premiums for these policies. A renewal certificate shall
be issued poor to expiration of coverage.
Where available all policies shall be of an occurrence type and provide prior wntten
notice of cancellation or modification of coverage per standard ISO ACORD form
wording and the policy provisions. Pnor to commencement of work, the proper
insurance certificates shall be provided to, and approved by the CITY.
DEDUCTIBLES Given that the indemnification agreement is intended to be
supported by first dollars insurance policies, which require full disclosure of any and all
deductible for all coverage required by this specification or Contract, the only exception
will be the area of Workers' Compensation
FIRST DOLLAR COVERAGE To the extent that the CONSULTANT may elect to
purchase insurance, which provides a deductible or (SIR) self insure retention, the
CONSULTANT will assume liability to personally indemnify the CITY to the same level
of coverage required of their insurance career.
COVERAGE'S & LIMITS
COMMERCIAL GENERAL LIABILITY: This insurance shall be an "occurrence" type
policy wntten in comprehensive form and shall protect the CONSULTANT and the
additional insured against all claims arising from bodily injury, sickness, disease, or death
of any person other than the CONSULTANT'S employees or damage to property of the
CITY or others ansing out of any act or omission of the CONSULTANT or his agents,
employees, or subcontractors. This policy shall also include protection against claims
insured by usual personal injury liability coverage, and to insure the liability assumed by
the CONSULTANT under the article entitled INDEMNIFICATION and COMPLETED
OPERATIONS AND PRODUCTS LIABILITY coverage.
The liability limits shall not be less than:
Personal Injury and $1,000,000 Combined
Property Damage Single limit each occurrence
BUSINESS AUTOMOBILE LIABILITY: This insurance shall cover "any auto" type
for bodily injury and property damage This shall include owned vehicles, hired and non -
owned vehicles, and employee non - ownership.
The liability limits shall not be less thaw
Bodily Injury and $1,000,000 Combined
Property Damage Single limit each occurrence
WORKERS' COMPENSATION INSURANCE: The CONSULTANT shall take out and
maintain dunng the life of this agreement, workers' compensation insurance for all of his
employees connected with the work of this project and in case any work is sublet, the
CONSULTANT 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 CONSULTANT. Such insurance shall comply
fully with Florida Statutes, Chapter 440 and the Florida Workers' Compensation Law In
case any class of employees engaged in hazardous work under this contract at the site of
the project is not protected under the workers' compensation statute, the CONSULTANT
shall provide adequate insurance, and cause such subcontractor to provide adequate
insurance, satisfactory to the owner, for the protection of his employees not otherwise
protected.
PROFESSIONAL LIABILITY• CONSULTANT shall carry professional
malpractice insurance in the amount of $1,000,000 throughout the term of this Agreement
and shall maintain such coverage for an extended period of three (3) years after
completion and acceptance of any work performed hereunder. At all times throughout
the penod of required coverage, said coverage shall insure all claims accruing from the
first date of the Agreement through the expiration date of the last policy period. In the
event that CONSULTANT shall fail to secure and maintain such coverage,
CONSULTANT shall be deemed the insurer of such professional malpractice and shall
be responsible for direct damages suffered by the CITY as a result thereof, including
reasonable attorney's fees and costs.
HOLD HARMLESS /INDEMNIFICATION
To the fullest extent permitted by laws and regulations, the CONSULTANT shall
indemnify and hold harmless the CITY, its officers, directors, , and employees from and
against claims, damages, losses, and expenses (including but not limited to reasonable
fees and charges of engineers, CONSULTANTs, attorneys, and other professionals and
court and arbitration costs) to the extent caused by any negligent acts, errors, or
omissions in the performance of the work by the CONSULTANT, any CONSULTANT
subcontractor, or any person or organization directly employed by any of them to perform
or furnish any of the work or anyone for whose acts any of them may be liable under this
agreement.
In claims against the CITY, or any of its officers, directors, designated agents, or
employees by any employee of the CONSULTANT, any CONSULTANT subcontractor,
any person or organization directly employed by any of them to perform or furnish any of
the work or anyone for whose acts any of them may be liable, this indemnification
obligation shall not be limited in any way by any limitation on the amount or type of
damages, compensation, or benefits payable by or for the CONSULTANT or any such
subcontractor or other person or organization under workers' or workmen's
compensation acts, disability benefit acts, or other employee benefit acts, nor shall this
indemnification obligation be limited in any way by any limitation on the amount or type
of insurance coverage provided by the CITY, the CONSULTANT, or any of its
subcontractors.
Neither party to this Agreement shall be liable for the other party or any third party
claiming through the other respective party, for any special, incidental, indirect, punitive,
liquidated, delay of consequential damages of any kind including but not limited to lost
profits or use of property, facilities, or resources, that may result from this Agreement, or
out of any goods or services furnished hereunder.
APPLICABILITY: It is the express intent of the CONSULTANT that this Agreement
shall apply to all work or purchase orders incidental to the professional
graphical /geographical systems (GIS) and computer aided design (CAD) services
agreement.
SUBROGATION: The CONSULTANT and any subcontractors shall require their
insurance carriers, with respect to all insurance policies, to waive all rights of subrogation
against the CITY, except for "Professional Liability" and workers' or workmens'
compensation.
RELEASE OF LIABILITY: Acceptance by the CONSULTANT of the last payment
shall be a release to the CITY and every officer and designated agent thereof, from all
claims and liability hereunder for anything done or furnished for, or relating to the work,
unless expressly reserved in writing at the time that CONSULTANT submits its request
for final or last payment.
COMPANIES ISSUING POLICIES: Each insurance policy issued hereunder shall be
issued by a company or companies authorized to do business in the State of Florida and
which have an A.M. Best Company rating of "A" or better and a Financial Size category
of "VII" or as otherwise approved by CITY, in its sole discretion.
5/ CUM/ Aiktack
By: Sharon K. Lamantia
DATE: Dec. 7, 2011
TASK AUTHORIZATION NUMBER 1 FOR
CONTINUING CONTRACT AGREEMENT
BETWEEN THE CITY OF CLERMONT FLORIDA AND
AECOM, INC. .
This Task Authorization is by and between AECOM, INC., hereinafter referred to as "CONSULTANT"
and the CITY OF CLERMONT, hereinafter referred to as "CITY" and is to that certain agreement between
the parties dated November 29, 2 011 , and any amendments thereto, hereinafter collectively
referred to as "the Agreement ". The Parties, in exchange for the mutual covenants contained herein and m
the Agreement, agree as follows:
1 This agreement expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Task Authorization shall prevail
2. In addition to all other terms and conditions contained m the Agreement,
CONSULTANT shall provide services as more particularly described in the Scope of
Services attached hereto and incorporated herein as Task Authorization Exhibit "A ".
In consideration for, and upon, the satisfactory completion of said services, the CITY
shall pay to CONSULTANT the amount set forth in Task Authorization Exhibit `B"
attached hereto and incorporated herein.
3. CONSULTANT shall complete the services to be provided herein as set forth in
Exhibit "A" hereto.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes
herein expressed on the dates set forth below.
CITY • 1. j1 • NT Attest:
Harold TPrville Jr Mayor 0916, Tracy Ac oyd, City Cl
Date: Di4
AECOM, INC
By: Q.1/)4iL t/Airi.
Sharo K.
Signature Principal Corporate Secretary
(Name/Title Printed or Typed) (Name Printed or Typed)