HomeMy WebLinkAboutR-1999-083 i
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RESOLUTION NO. 83-99
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE AN AGREEMENT WITH HUGHES HALL, INC.
RELATING TO THE PERFORMANCE OF CONSULTANT
SERVICES FOR THE CITY IN THE DEVELOPMENT OF A
TRANSPORTATION ELEMENT FOR THE CITY'S
COMPREHENSIVE LAND USE PLAN UPDATE; PROVIDING
THAT ALL RESOLUTIONS OR PARTS OF RESOLUTIONS
IN CONFLICT WITH THIS RESOLUTION ARE REPEALED
TO THE EXTENT OF SUCH CONFLICT; FURTHER,
PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH,
FLORIDA, THAT:
Section 1. That the proper City officials are authorized to execute an Agreement
between the City of Dania Beach, Florida and Hughes Hall, Inc. for the development of a
Transportation Element for the City's Comprehensive Land Use Plan Update, which
Agreement is in substantial form as Exhibit "A", attached; provided, however, that the City
Manager and City Attorney are authorized to make minor revisions to such Agreement as
are deemed necessary and proper for the best interests of the City.
Section 2. That all resolutions or parts of resolutions in conflict with this resolution are
repealed to the extent of such conflict.
Section 3. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED THIS 11T"daOCO)MMISSIONER
ROLL CALL:
MAYOR BERTINO -YES
SHERYL CWAPMAN a VICE-MAYOR McELYEA-YES
ACTING CITY CLERK COMMISSIONER CALI -YES
COMMISSIONER ETLING -YES
COMMISSIONER MIKES —YES
APPROVED AS TOO FORM AND CORRECTNESS:
By: � '1• �" x� L
THOOMAM SJ.'ANSBRO
CITY ATTORNEY
RESOLUTION NO. 83-99
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AGREEMENT
i
THIS IS AN AGREEMENT (the "Agreement") entered into on
1999, between: THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation, (the
"City") and HUGHES HALL INC., a Florida corporation (the "Consultant").
In consideration of the mutual covenants, terms and conditions contained in this
Agreement, and other good and valuable consideration, the adequacy and receipt of which
are acknowledged, the parties agree as follows:
1. Scope of Services. The Consultant agrees to perform consultant services
for the City in accordance with the scope of services described below:
(a) Transportation Element Preparation for the City's Comprehensive
Land Use Plan Update, such Element to include:
(1) Preparation of a draft Transportation Element:
(a) Existing transportation data collection and
summarization
(b) Required transportation analysis
(c) Goals, objectives and policies statements
(d) Future transportation map
No special transportation studies beyond the analyses described
above, and in greater detail than as required by Rule 9J-5.019 of the Florida Administrative
Code, are included in this scope of services. Any studies or analyses (peak hour analysis,
etc.) requested by City or state staff during their review of the proposed Element to
augment the above described analyses can be provided as additional services.
(b) Meetings. Consultant will discuss the progress and results of the work
at a series of meetings with the appropriate City staff, including elected officials, as well as
Florida Department of Community Affairs staff, if requested. City staff agrees to be
available, upon reasonable notice from Consultant, to meet with Consultant for the purpose
of rendering decisions and providing guidance in a timely manner during the period in
which Consultant is performing the services described in section 1(a). Additionally, City
staff agrees to provide Consultant with any information or materials deemed necessary in
order for Consultant to commence or carry out those services described in section 1(a).
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2, Commencement Date. he The parties services shall commence
City Commission of City shall authorize the
or about
proper City officials to enter into this Agreement pursuant to a resolution to be adopted
prior to execution of this Agreement.
3, Met of7, sjs. In all analyses, the Consultant will incorporate
ind
nners
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ineers a
rmethodologies elevant governmentatry-wide. All
l agencies' practices ed by l will gbe observed.laAmong thesmanuals and
guidelines to be used in developing the above analyses are the following:
(a) Institute of Transportation Engineers' Trip Generation manual (61 Ed.,
1997)
(b) Transportation Research Board's Highway Capacity Manual (1994
Ed.)
(c) FDOT's Florida Level of Service Standards and Guidelines Manual for
Planning (1995 Ed.)
(d) FDOT's Traffic Engineering Manual(1994 Ed.)
(e) FDOT's Plans Preparation Manual (1998 Ed.)
(� FDOT's Basis of Estimates Handbook 0998 Ed.)
(g) Broward County's Minimum Standards Applicable to Public Rights-of-
Way Under Broward Jurisdiction (1995 Ed.)
(h) FHWA's Manual on Uniform Traffic Control Devices (1988 Ed.)
(i) Institute of Transportation Engineers' Parking Generation Manual
(1987 Ed.)
Among the computer software packages to be used are the following:
(a) HCS (version 2.4)
(b) ART—PLAN (version 2.0)
(c) TRANPLANIFlorida Standard Urban Transportation Model Structure
(FSUTMS, version 4.02)
(d) TRANSYT-7F (version 7.2)
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(e) PASSER II-90 and PASSER III-90 (versions 2.0 and 1.0, respectively)
(0 SOAP 84 (version 84.03)
(g) AAPEX (version 4.2)
4. Project Schedule. Consultant agrees to submit the draft Transportation
Element to City within twelve(12)weeks after the commencement date of this Agreement,
as described in paragraph 2.
5. Subcontracts. Consultant may subcontract certain items of work. It is
expressly agreed by the parties, however, that the City shall approve in advance in writing
any subcontractors and the fees to be paid them prior to any such subcontractor or any
subconsultants proceeding with any such work.
6. Payment for Services.
(a) City agrees to pay Consultant for services provided by Consultant, as
described in Section 1, an agreed upon lump sum amount of Fifteen Thousand Dollars
($15,000.00) (the "Fee"). The Fee includes full payment, including all labor, overhead,
other costs, consultant fees and profit. City agrees to reimburse Consultant for out-of-
pocket costs without any administrative charges or surcharges for same. All such costs,
when and if it is reasonable to anticipate them, must first be disclosed to, and approved in
advance by, the City. Documentation as to expenditures for such costs must be submitted
to City in sufficient detail to clearly evidence each such item and its cost. No travel and
meal costs are reimbursable unless incurred outside of Miami-Dade, Broward and Palm
Beach Counties, approved in writing in advance by the City and payable at the State of
Florida reimbursement rates for state employees.
(b) Any necessary
additional
covered by the scope of work described din Section 1a shall determined t City,
be undertak n w thout at written amendment to this Agreement to that effect, executed in advance by both parties.
The parties agree, however, that the amounts payable for such additional work, if
authorized by City, are those as prescribed in Exhibit"A".
(c) Consultant shall submit its invoices for any additional work in the
format and with supporting documentation as may be required by City.
(d) City shall pay Consultant monthly for services rendered within thirty
(30) calendar days from date of receipt of each of Consultant's invoices by the City
Manager. If any errors or omissions are discovered in any invoice, City will inform
Consultant within seven (7) business days of receipt of the document(s) and request
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revised copies of all such documents. If any disagreement arises as to payment of any
portion of an invoice, City agrees to pay all undisputed portions and the parties agree to
cooperate by promptly conferring to resolve the disputed portion.
(e) Any invoice which is not timely paid as prescribed above will be
subject to the accrual of interest at the statutory rate prescribed by applicable Florida law.
7. Indemnification of City.
(a) Consultant agrees to indemnify and hold harmless the City for all
costs, losses and expenses including, but not limited to, damages to persons or property
including, but not limited to,judgments and reasonable attorneys' fees arising out of the
negligent acts, errors or omissions or the willful misconduct of the Consultant, its agents,
servants or employees in the performance of services under this Agreement. This
indemnification does not extend to acts of third parties who or which are wholly unrelated
to Consultant. The covenants and representations relating to this indemnification provision
shall survive the term of this Agreement and continue in full force and effect as to
Consultant's responsibility to indemnify the City.
(b) It is specifically understood and agreed that the consideration inuring
to the Consultant for the execution of this Agreement consists of the promises, payments,
covenants, rights and responsibilities contained in this Agreement.
(c) The execution of this Agreement by the Consultant shall obligate the
Consultant to comply with the foregoing indemnification provision; however, the collateral
obligation of providing insurance must be also complied with as set forth below.
8. Insurance. Consultant shall provide, pay for and maintain in force at all times
during the term of this Agreement, such insurance, including professional liability
insurance, Workers' compensation insurance and comprehensive general liability
insurance as stated below:
(a) Professional liability insurance with minimum limits of liability of Two
Hundred Fifty Thousand Dollars ($250,000.00) to assure the City of
coverage of the indemnification specified in this Agreement.
(b) Workers' compensation insurance to apply for all employees in
compliance with the "Workers' Compensation Law" of the State of
Florida and all applicable federal laws, for the benefit of the
Consultant's employees.
(c) Comprehensive general liability insurance, including contractual, with
minimum limits of Two Hundred Fifty Thousand Dollars ($250,000.00)
per occurrence, combined single limit for bodily injury liability and
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property damage liability. The City is to be included as an "additional
insured" with respect to any claims arising out of this Agreement.
(d) If Consultant hires a subcontractor for any portion of any work, then
such subcontractor shall provide professional liability insurance with
a minimum limit of liability of Two Hundred Fifty Thousand Dollars
($250,000.00). If a subcontractor cannot obtain "professional liability"
coverage, then, at a minimum, the subcontractor must provide
general liability insurance subject to the foregoing insurance coverage
limit.
(e) The Consultant shall provide the Risk Manager of the City Certificates
of Insurance for coverages and policies required by this Agreement.
All certificates shall state that the City shall be given thirty (30) days'
advance notice prior to expiration or cancellation of any policy. Such
policies and coverages shall not be affected by any other policy of
insurance which the City may carry in its own name.
9. Assignment of Agreement.
(a) It is understood and agreed by both parties that this Agreement, in
whole or in part, cannot be assigned, sublet or transferred by the Consultant without the
prior written consent of City. The City is relying upon the apparent qualifications and
expertise of Molly Hughes, one of Consultant's principals, and such person's familiarity with
the City's circumstances and desires. In the event Consultant wishes to re-assign or
replace such individual, the Consultant shall tender substitutes acceptable to City. In the
event the City is not, for any reason or no reason at all, satisfied with such substitute,
Consultant shall be considered in breach of this Agreement. Violation of the terms of this
paragraph shall constitute a breach of Agreement by Consultant and City may, at its
discretion, terminate this Agreement for cause and all rights, title and interest of Consultant
in this Agreement shall then cease and terminate.
(b) The Consultant acknowledges, understands and agrees that its
performance under this Agreement is contingent upon the City receiving timely services
from other consultants (the "Supporting Consultants"). The Consultant agrees to use its
best efforts to coordinate its services with the services of the Supporting Consultants and
further agrees that in the event the rendition of any services of any of the Supporting
Consultants is delayed, such delay will not entitle the Consultant to any additional
compensation or payment of any kind. Furthermore, the Consultant shall not be entitled
to an increase in compensation, or be entitled to payment of any kind from the City, for
damages or expenses incurred which are direct, indirect or consequential or impact fees
or other costs and lost profits of any kind including, but not limited to, costs of acceleration,
inefficiency or extended overhead, arising because of any other delay, disruption,
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interruption, interference or hindrance from any cause whatsoever, whether such delay,
disruption or interference be reasonable or unreasonable, foreseeable or unforeseeable,
or avoidable or unavoidable; provided, however, that this provision shall not preclude
recovery of damages by the Consultant for hindrances or delays caused solely by fraud,
bad faith or active malicious interference on the part of the City. The Consultant shall only
be entitled to extensions of time for performance as the exclusive and sole remedy for
delay.
10. Examination of Records. Consultant shall maintain books, records,
documents and other evidence directly pertinent to performance of work under this
Agreement in accordance with generally accepted accounting principles and practices.
The Consultant shall also maintain the financial information and data used by the
Consultant in the preparation of support of any claim for reimbursement for any out-of-
pocket expense or cost. The City shall have access to such books, records, documents
and other evidence for inspection, audit and copying during normal business hours. The
Consultant will provide proper facilities for such access and inspection. Audits conducted
under this section shall observe generally accepted auditing standards and established
procedures and guidelines of the City. The Florida Public Records Act, Chapter 119 of the
Florida Statutes, may have application to records or documents pertaining to this
Agreement and Consultant acknowledges that such laws have possible application and
agrees to comply with all such laws.
11. Termination.
(a) Termination of Agreement for Convenience. It is expressly
understood and agreed that the City may terminate this Agreement at any time for any
reason or no reason at all by giving the Consultant notice by certified mail, return receipt
requested, directed to the principal office of the Consultant, thirty (30) days in advance of
the termination date. In the event that the Agreement is terminated pursuant to this
provision, the Consultant shall be entitled to be compensated for the services rendered
from the effective date of execution of the Agreement up to the termination date. Such
compensation shall be based on the fee percentage of work completed, as fairly and
reasonably determined by City after conferring with Consultant.
(b) Termination of Agreement for Cause. If City elects to terminate the
Agreement for cause, City will provide Consultant five (5) days' advance written notice. If
Consultant promptly cures the matter giving rise to the cause within that time, this
Agreement shall continue. if not timely cured,the Agreement will stand terminated and the
City will pay Consultant for work completed less any costs, expenses and damages
incurred by City as a result of such termination. If a court of competent jurisdiction
determines that the termination was not authorized under the circumstances then the
termination shall be deemed to be a termination for convenience.
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12. Ownership of Documents. All correspondence, studies, data, analyses,
documents, instruments, applications, memorandums and the like, including drawings and
specifications prepared or furnished by Consultant (and Consultant's independent
i professional subcontractors or subconsultants) pursuant to this Agreement shall become
owned by and be the property of the City and the City, upon payment being made to
Consultant as provided in this Agreement, shall consequently obtain ownership of them by
any statutory common law and other reserved rights, including copyright; however, such
documents are not intended or represented by Consultant to be suitable for reuse by City
on extensions of the Project or on any other project. Any such reuse, modification or
adaptation of such document without written verification or permission by Consultant for
the specific purpose intended will be at City's sole risk and without liability or legal
exposure to Consultant or to Consultant's independent professional subconsultants. If City
alters any such documents, City will expressly acknowledge same so that no third party will
be in doubt as to the creation or origination of any such document.
13, Notices. Except as provided above, whenever either party desires to give
notice to the other, it must be given by written notice, sent by certified U.S. mail, with return
receipt requested, addressed to the party for whom it is intended, at the place last specified
and the place for giving of notice in compliance with the provisions of this paragraph. For
the present, the parties designate the following as the respective persons and places for
giving of notice:
City: Michael W. Smith, City Manager
City of Dania
100 West Dania Beach Boulevard
Dania, Florida 33004
With a copy to: Thomas J. Ansbro, City Attorney
Brinkley, McNerney, Morgan, et al.
200 East Las Olas Blvd., Suite 1800
Fort Lauderdale, Florida 33301
Consultant: Hughes Hall Inc.
Attention: Molly Hughes, President
2101 North Andrews Ave, Suite 406
Fort Lauderdale, Florida 33311-3949
14. Consent to Jurisdiction. The parties agree that the jurisdiction for any legal
action arising out of or pertaining to this Agreement shall be the Circuit Court for the
Seventeenth Judicial Circuit in and for Broward County, Florida, or the federal District Court
in the Southern District of the United States. Each party further agrees that venue of any
action to enforce this Agreement shall be in Broward County, Florida.
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15. Governing Law. The parties agree that this Agreement shall be construed
in accordance with and governed by the laws of the State of Florida.
16. Attorneys' Fees and Costs. If City or Consultant incurs any expense in
enforcing the terms of this Agreement, whether suit is brought or not, each party shall bear
its own costs and expenses including, but not limited to, court costs and reasonable
attorneys' fees.
17. Headings. Headings in this document are for convenience of reference only
and are not to be considered in any interpretation of this Agreement.
18. Exhibits. Each exhibit referred to in this Agreement forms an essential part
of this Agreement. Each such exhibit is a part of this Agreement and each is incorporated
by this reference.
19. Severability. If any provision of this Agreement or the application of it to any
person or situation shall to any extent be held invalid or unenforceable, the remainder of
this Agreement, and the application of such provisions to persons or situations other than
those as to which it shall have been held invalid or unenforceable, shall not be affected,
shall continue in full force and effect, and shall be enforced to the fullest extent permitted
by law.
20. All Prior Agreements Superseded. This document incorporates and includes
all prior negotiations, correspondence, conversations, agreements and understandings
applicable to the matters contained in this Agreement and the parties agree that there are
no commitments, agreements or understandings concerning the subject matter of this
Agreement that are not contained in this document. Accordingly, it is agreed that no
deviation from the terms of this Agreement shall be predicated upon any prior
representations or agreements, whether oral or written.
21. Consultant and its employees and agents shall be and remain independent
contractors and not employees of City with respect to all of the acts and services
performed by and under the terms of this Agreement. This Agreement shall not in any way
be construed to create a partnership, association or any other kind of joint undertaking,
enterprise or venture between the parties to this Agreement.
22. The Consultant understands and agrees that the City, during any fiscal year,
is not authorized to expend money, incur any liability, or enter into any contract which, by
its terms, involves the expenditure of money in excess of the amounts budgeted as
available for expenditure during such fiscal year and that any contract, verbal or written,
made in violation of this subsection is null and void and that consequently, no money may
be paid on such contract beyond such limits. Nothing contained in this Agreement shall
prevent the making of contracts for periods exceeding one (1) year, but any contract so
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made shall be executory only for the value of the services to be rendered or agreed to be
paid for in succeeding fiscal years. Consultant shall not proceed with services under this
Agreement without City's written verification that the funds necessary for Consultant
compensation and other necessary expenditures are budgeted as available within the
appropriate fiscal year budget.
23. Consultant warrants and represents that no elected official, officer, agent or
employee of the City has a financial interest, directly or indirectly, in this Agreement or the
compensation to be paid under it and, further, that no City employee who acts in the City
of Dania Beach as a "purchasing agent" as defined in Chapter 112, Florida Statutes, nor
any elected or appointed officer of the City of Dania Beach, nor any spouse or child of such
purchasing agent, employee or elected or appointed officer, is a partner, officer, director
or proprietor of the Consultant and, further, that no such City employee, purchasing agent,
City elected or appointed officer, or the spouse or child of any of them, alone or in
combination, has a material interest in the Consultant. Material interest means direct or
indirect ownership of more than five percent(5%) of the total assets or capital stock of the
Consultant.
24. Consultant shall use its best efforts to endeavor to comply with all applicable
federal, state and City laws applicable to the Consultant services and specifically those
covering Equal Opportunity Employment, the Americans With Disabilities Act ("ADA") and
the South Florida Building Code. The Consultant is expected to fully comply with all
applicable provisions of such laws and the City reserves the right to verify the Consultant's
compliance with them. Failure to comply with any laws will be grounds for termination of
the Agreement for cause.
25. In the event of any conflict between any provisions of this Agreement and
any provision in Exhibit "A", the parties agree that the provisions of this Agreement are
controlling (including, but not limited to, all terms and provisions governing compensation).
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year fist above written.
CITY:
CITY OF DANIA BEACH,
a Florida municipal corporation
ATTEST:
HES RY HAPMAN ERTINO
ACTING CITY CLERK AYOR-COMMISSIONER
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tAb
TY MANAGER
APPROVED FOR FORM OPE OFAND CORRECTNESS:BY: % By:
THOMAS . AN BRO GROWTHCITY ATTORNEY IRECTOR
CONSULTANT:
Signed, sealed and delivered HUGHES HALL INC.,
in the presence of: a Florida corporation
By:
Witness Molly Hughes, President
Witness
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me on 1999,
by Molly Hughes, President of Hughes Hall Inc., a Florida corporation, on behalf of the
corporation. She is personally known to me or has produced
as identification and did (did not) take an oath.
Print, Type or Stamp Commissioned
Name of Notary Public and
Expiration Date: NOTARY PUBLIC, State of Florida
G9WPFlLEMCLIENTSIDANIAZOMP PLAN COMP PLAN•TRANS ELEMENT.HUGHESAGMT
05/07199...2
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MEMORANDUM •
TO: Michael W. Smith, City Manager
FROM: Terry L. Virta, AICP
Growth Management Director
RE: Proposed Contract with Hughes/Hall Inc. To Update Transportation
Element
Date: May 4, 1999
Attached is a copy of a draft contract with Hughes/Hall Inc. who would provide
the technical services to update the transportation Element of our Comprehensive Plan.
It has been reviewed by the City Attorney's Office and staff recommends its' approval.
The contract is in the amount of$15,000.00.
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