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12-18-07 Item 8South Miami All- AmedcaCity 1 -� CITY OF SOUTH MIAMI • �NCOR9PZ;ATE • OFFICE OF THE CITY MANAGER C o RYO INTER - OFFICE MEMORANDUM zoos To: The Honorable Mayor & Members of the City Commission Via: Yvonne S. McKinley, City Manager I'll;�rj From: W. Ajibola Balogun, REM, CFEA, Director �• Public Works & Engineering Department Date: December 18, 2007 Agenda Item No.: Subject: Approval of Professional Service Work Order. Request: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ISSUE A WORK ORDER TO MC HARRY & ASSOCIATES (MCH) FOR PROFESSIONAL ARCHITECTURAL /ENGINEERING MASTER PLANNING SERVICES FOR THE CITY'S SOUTH MIAMI (YMCA) PARK IN AN AMOUNT OF $49,386 TO BE CHARGED TO ACCOUNT NUMBER 001 - 2100 - 519 -3457; PROVIDING FOR AN EFFECTIVE DATE Request: Authorizing the City Manager to approve professional service work order for Master Planning Services for the City's South Miami (YMCA) Park. Reason/Need: In our continue effort to properly plan our parks, we have secured proposal from MC Harry & Associates to provide a Master Plan for the South Miami Park. The intent of the master plan is to consolidate the active sports park developmental interests of the City to those of the surrounding neighborhood, the YMCA and all our partners (service contractors) currently providing services at the park. During this master planning process, it is our intent to conduct workshops that would include residents, Parks & Recreation Board members; Parks & Recreation Department's staff; other City Departments; City's Boards and the City Commission. To secure the services of MCH, it is our intent to "piggyback" on the attached Professional Service Agreement between Town of Miami Lakes and MCH. Cost: $49,386.00 Funding Source: Account number 001 - 2100 - 519 -3457 with current account balance of $90,000. Backup Documentation: U Proposed Resolution U MC Harry & Associates' Work Order for Professional Services U Professional Service Agreement between Town of Miami Lakes & MC Harry & Associates. RESOLUTION NO.: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY MANAGER TO ISSUE A WORK ORDER TO MC HARRY & ASSOCIATES (MCH) FOR PROFESSIONAL ARCHITECTURAL /ENGINEERING MASTER PLANNING SERVICES FOR THE CITY'S SOUTH MIAMI (YMCA) PARK IN AN AMOUNT OF $49,386 TO BE CHARGED TO ACCOUNT NUMBER 001 - 2100 - 519 -3457; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Mayor and City Commission wishes to provide much needed Master Plan for the City's South Miami Park; and WHEREAS, the Mayor and City Commission wishes to secure the services of MCH for professional services for the preparation of Master Plan for the South Miami Park; and WHEREAS, the professional service will be funded through the City's account number 001 -2100- 519 -3457 with current account balance of $90,000. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OT THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The City Commission authorizes the City Manager to execute a professional service work order with MCH in an amount of $49,386.00 for the preparation of Master Plan for the South Miami Park. Section 2: The professional service will be funded through the City's account number 001 -2100- 519 -3457 with current account balance of $90,000. Section 3: The attached exhibit is incorporate by reference into this resolution. PASSED AND ADOPTED this ATTEST: CITY CLERK READ AND APPROVED AS TO FORM CITY ATTORNEY Include File Name and Path day of , 2007. APPROVED: MAYOR COMMISSION VOTE: Mayor Feliu: Vice Mayor Wiscombe: Commissioner Palmer: Commissioner Birts: Commissioner Beckman: MCHARRYASSOCIATES Z Update survey in digital format to reflect current boundary, topographic, and interior improvements; parking analysis; playing field layouts; field lighting requirements; meetings with staff; construction cost analysis of hybrid solution. Phase 2 — final master plan Following City approval of the Phase 1 deliverables, a series of community workshops will be conducted as necessary to solicit review and comment on the Phase 1 preliminary master plan. A hybrid master plan will be documented incorporating community input as appropriate. A public presentation of the final, City approved, master plan will be conducted concluding this master planning assignment. 1. Architectural Tasks: Conduct up to three separate public workshops with neighborhood interest groups; record public input; create hybrid 3D model as appropriate; construction cost analysis of hybrid solution; presentation to City and the public at large for Z Z Q J December 7, 2007 a c6 Z Ajibola Balogun PE W Director of Public Works South Miami City Hall W 6130 Sunset Drive South Miami, Florida 33143 W Re: City of South Miami YMCA Park Master Plan M Fee Proposal M O O Dear Ajibola: O The MC Harry Team is pleased to submit the following task based fee proposal to provide professional A/E 0 master planning services for the City's YMCA Park. MC Harry Associates has extensive experience with park :* planning and design projects including those for the Miami -Dade Parks and Recreation Department, the City of o Miami, the City of Miami Beach, the Town of Miami Gardens, the Village of Islamorada, the Town of Miami Lakes, and of course the City of South Miami. Our team includes the firm of Kimley Horn Associates, a local civil engineering firm and longtime MC Harry collaborator. They too have extensive experience in park planning and design. Protect S�:p� M The project currently calls for the master planning of the City owned10 acre YMCA Park located west of the David Fairchild Elementary School and accessed from SW 58th Avenue. The park property is surrounded on M three sides by a residential neighborhood, with approximately forty homes located immediately adjacent to the park itself. The intent of the master plan is to consolidate the active sports park developmental interests of the o City with those of the surrounding neighborhood, the YMCA and sub contractors currently providing services at M the park. M M Q Scope of Services o Our proposed scope of A/E services and deliverables are summarized below: LL Q Phase 1 — preliminary master plan The preliminary master plan documents will delineate the current development interests previously expressed M by the City, YMCA, and sub contractors currently providing service at the park, aid on a current boundary/topographic survey. Individual 3D models will be created to graphically de ct these three separate alternatives. Following a collaborative work session between the City and the Miami-Dade County Public o Schools planning department to flush out opportunities for synergistic development, a hybrid solution will be developed and documented including ideas previously communicated through neighborhood interest groups. � This data will be presented to the City for review. o 0 1. Architectural Tasks: Uj Survey and data collection; code research; meeting with City building /planning /zoning departments; meetings with city staff; meeting minutes; facilities concept design documentation; create 3D base model; three alternative 3D N models; meeting with City and MDCPS; hybrid 3D model; construction cost analysis of hybrid solution; presentation to City Commission; assemble, print, and distribute phase 1 report of findings. 2. Civil Enaineerina /Survevina Tasks: Update survey in digital format to reflect current boundary, topographic, and interior improvements; parking analysis; playing field layouts; field lighting requirements; meetings with staff; construction cost analysis of hybrid solution. Phase 2 — final master plan Following City approval of the Phase 1 deliverables, a series of community workshops will be conducted as necessary to solicit review and comment on the Phase 1 preliminary master plan. A hybrid master plan will be documented incorporating community input as appropriate. A public presentation of the final, City approved, master plan will be conducted concluding this master planning assignment. 1. Architectural Tasks: Conduct up to three separate public workshops with neighborhood interest groups; record public input; create hybrid 3D model as appropriate; construction cost analysis of hybrid solution; presentation to City and the public at large for information only; final presentation to the City Commission for adoption; print, assemble, and distribute phase 2 report of findings and conclusions. 2. Civil Engineering Tasks: Construction cost analysis of hybrid solution; assist with up to three separate public workshops with neighborhood interest groups. Phase 1 service fee $23,216 Phase 2 service fee $19.120 ° lw u a r k n «,'.`_:w „s ?.. . .... vv,! .. ,._? µl�rci .? ..t t 4.._.. wst'' .«,.7 The cost to print and bind 12 copies each of both the Phase 1 — preliminary master plan and the Phase 2 — final master plan documents. Phase 1 report 12 copies allowance $ 600 Phase 2 report 12 copies allowance $ 600 Updated boundary /topo /tree /interior Improvements survey $5850* Tai * see attached fee proposal from Jack Mueller & Associates, Inc. Plro�eCt A,s�w�nP #ions: 1. The soil borings performed by All State Engineering & Test Consultants, Inc., and dated May 10tH 2006 will not be updated. 2. no traffic studies; or zoning variances; 3. no tree survey, utility survey, soils analysis and geotechnical engineering; Ajibola, please review and comment on our fee proposal as necessary. The entire MC Harry Design Team looks forward to working with you on this master planning project. Sincerely, M. C. Harry & Associates, Inc. Thomas M. Carlson AIA LEED accredited professional JACK MUELLER & ASSOCIATES, INC. Civil Enyin.vu - 1'and suwzyazs JOHN W. MUELLER, JR. RE., PLS PATRICK J. MURPHY PLS ROBIN D. TEAGARDEN, JR. PLS SUITE 310 9655 S. DIXIE HIGHWAY MIAMI, FLORIDA 33156 TELEPHONE: (305) 669 -6660 TELEFAX: (305) 669 -8664 December 6, 2007 MC HARRY Attn: Tom Carlson TCarlswi ci,mcharr room Re: Old YMCA Property - 10 Acres +/- Dear Sir, We have visited the site and would like to submit this proposal for your approval. We will prepare a Boundary Survey, finding or setting property corners and locating fencing along 3 sides. We will also locate all physical improvements, pavements, interior fences and visible utilities on site. We will locate trees with a 4" diameter and cover the entire site with elevations at critical locations as well as a 100' grid on open flat ground. Our fee for this service will be Five Thousand Eight Hundred Fifty ($5850) dollars. We can begin within a week and should complete within 3 weeks after beginning, If this is agreeable please sign, date and fax back to our office as authorization to begin. You may call at any time to discuss our proposal.. Thank you for your consideration. Accepted Date Very truly yours, Jack Mueller & Associates, Inc. By q�hlJ,4 Patrick J. Murphy Vice President and Field Superintendent PROFESSIONAL SERVICES AGREEMENT Between TOWN OF MIAMI LAKES, FLORIDA And M.C. HARRY AND ASSOCIATES, INC. PROFESSIONAL SERVICES AGREEMENT Between TOWN OF MIAMI LAKES, FLORIDA And M.C. HARRY AND ASSOCIATES, INC. THIS AGREEMENT is made between the TOWN OF MIAMI LAKES, FLORIDA, a Florida municipal corporation, (hereinafter referred to as the "TOWN ") and M.C. HARRY AND ASSOCIATES, INC., a Florida corporation authorized to do business in the State of Florida, (hereinafter referred to as the "CONSULTANT "), whose principal place of business is 2780 S.W. Douglas Road, Suite 302, Miami, Florida 33133. WHEREAS, pursuant to Section 287.055, Florida Statutes, the TOWN requested qualifications from qualified architects and selected the CONSULTANT to provide architectural services; and WHEREAS, the CONSULTANT is willing and able to perform such professional, services for the TOWN within the basic terms and conditions set forth in this agreement (hereinafter referred to as "Continuing Services Agreement or Agreement "); and WHEREAS, the purpose of this Continuing Services Agreement is not to authorize the CONSULTANT to perform a Specific Project, but to set forth certain terms and conditions which shall be incorporated into subsequent supplemental agreements for Specific Projects or services when required. NOW THEREFORE, in consideration of the mutual terms, conditions, promises and covenants set forth below, the TOWN and CONSULTANT agree as follows: SECTION 1. DEFINITIONS The following definitions and references are given for the purpose of interpreting the terms as used in this Agreement and apply unless the context indicates a different meaning: 1.1 Compensation: The total amount paid by the TOWN for the CONSULTANT'S professional services for a specific project, exclusive of reimbursable expenses. 1.2 Reimbursable Costs/Services: are the direct non -salary expenses authorized by the TOWN in writing and directly attributable to the Project. Reimbursable expenses include long - distance communications, application and permit fees paid for securing approval of authorities having jurisdiction over the Specific Project; actual cost of reproduction, printing, binding and photocopying of drawings, specifications, renderings and other documents; postage; travel expenses; and subconsultant's fees. 1.3 Specific Proiect Agreement or Proiect Agreement: an agreement to provide services for a particular Project. 1.4 Subconsultant Fee: the direct and actual cost of the Subconsultant with a limited markup of 10 %, as reflected by actual invoices of the Subconsultant; provided, however, that such Subconsultant Fees shall not apply to any subconsultant included within the lump sum fee for any Specific Project. 1.5 Travel Expenses: authorized travel and lodging and meals incurred directly for the Specific Project for travel outside of Miami -Dade County (subject to the limitations imposed by Chapter 112.601, Florida Statutes and the Town's per diem regulations). No overnight travel or out -of -town travel outside of Miami -Dade County shall be reimbursed unless the CONSULTANT has secured advance written authorization for such travel from the Town Manager. Reimbursement for such authorized travel expenses shall be at the rates provided for in Chapter 112, Florida Statutes, as may be amended from time to time, which rates shall by reference be made a part of this Agreement as though set forth in full. SECTION 2. SPECIFIC PROJECTS /SCOPE OF SERVICES 2.1 In accordance with the Consultants' Competitive Negotiation Act, the CONSULTANT may provide professional services to the TOWN for Specific Projects as authorized from time to time by either the Town Council or Town Manager as authorized by subsection 2.6. The CONSULTANT shall be required to plan, design, permit, manage and provide inspection services for the following architectural projects in the TOWN: a. Community Center at Royal Oaks Park; and b. Miscellaneous Projects at the direction of the Town Manager or the Town Council. The TOWN may elect to have the CONSULTANT provide any and all levels of architectural services including schematic design, design development, construction documents and construction administration. The TOWN may elect to have the CONSULTANT provide design criteria documents if the TOWN decides to implement a project by the design/build approach. All projects will be coordinated with the Town Engineer and will require close coordination with other TOWN departments. 2 2.2 When the need for services for a Specific Project occurs, the Town Manager may, enter into negotiations with the CONSULTANT for that Specific Project under the terms and conditions of this Agreement. The TOWN shall initiate said negotiations by providing the CONSULTANT with a "Scope of Services Request," requesting from the CONSULTANT a proposal to provide professional services for the Specific Project. The CONSULTANT shall prepare a proposal which includes those subjects specified in subsection 2.3 (a) through (g). The Town Manager and CONSULTANT shall negotiate the terms of the Specific Project in accordance with the provisions of Subsection 2.3. 2.3 The TOWN and CONSULTANT shall utilize as the agreement for each Specific Project a Standard Project Agreement ( "Project Agreement "), a copy of which is attached and incorporated into this Agreement as Exhibit "A ". Each supplemental agreement for a Specific Project will, by mutual agreement, set forth, among other things, the following: a. The Scope of Services; b. The Deliverables; c. The Time and Schedule of Performance and Term; d. The amount of Compensation; e. The Personnel assigned to the Specific Project; f. Any additional contractual requirements of Section 287.055, Florida Statutes, for consultant agreements; g. Any modifications to the Project Agreement, if mutually agreed upon by the parties. 2.4 If the Town Manager determines that the CONSULANT'S services in its capacity as CONSULTANT for a particular project are needed on an hourly basis, in lieu of a lump sum compensation package, the Consultant shall charge the TOWN for professional services at those hourly fees as specified in Exhibit `B." The Project Agreement shall specify that the CONSULTANT'S services shall be provided on an hourly basis with a. maximum amount of compensation that may not be exceeded without additional approval. 2.5 The professional services to be rendered by the CONSULTANT shall commence subsequent to the execution of each Project Agreement. Performance of work by CONSULTANT prior to execution of a Project Agreement shall be at CONSULANT'S sole risk. The CONSULTANT agrees to complete each Task within the time stipulated in the Project Agreement. 3 2.6 The Town Manager is authorized to negotiate and execute a Project Agreement for Projects in which the CONSULTANT'S services do not exceed $10,000.00. _ 2.7 The Contract Documents for each Specific Project shall incorporate this Continuing Services Agreement. In the event that any of the terms or conditions of this Agreement conflict with the Project Agreement, the provisions of the Project Agreement shall apply. 2.8 CONSULTANT'S direction under this Agreement shall be derived solely from the TOWN Manager or his or her designee. 2.9 Time is of the essence with respect to the performance of the CONSULTANT'S services within the time limits established herein. The CONSULTANT shall not, except for cause beyond the reasonable control of the CONSULTANT, exceed time limits established by this Agreement. Any adjustments to the schedule must be approved in writing by TOWN and must be requested in writing by the CONSULTANT within ten (10) calendar days after the occurrence upon which the CONSULTANT'S request for adjustment is based. SECTION 3. TERM/TERMINATION 3.1 Term of Agreement. — This Continuing Services Agreement shall commence on the date this instrument is fully executed by all parties and shall continue in full force and effect, unless and until terminated pursuant to Section 3.2 or other applicable sections of this Agreement. Each Project Agreement shall specify the period of service agreed to by the TOWN and CONSULTANT for services to be rendered under said Project Agreement. 3.2 Termination — For Convenience — This Continuing Services Agreement may be terminated by the TOWN for convenience upon seven (7) calendar days written notice to the CONSULTANT. 3.3 Effect on Project Agreement — Nothing in this section shall be construed to create a right by either party to terminate any ongoing Project Agreement(s). Termination of a Project Agreement shall be exclusively through the termination provisions of the specific Project Agreement. 3.4 Non - Exclusive Agreement - Notwithstanding the provisions of Subsection 3.1, the Town Manager may issue requests for proposals for this professional discipline at any time and may utilize the services of any other consultants retained by the TOWN under similar continuing services agreements. Nothing in this Agreement shall be construed to give the CONSULTANT a right to perform services for a specific project. SECTION 4. ADDITIONAL SERVICES AND CHANGES IN SCOPE OF SERVICES 4 4.1 Changes Permitted. Changes in the Scope of Services of a Project Agreement consisting of additions, deletions, revisions, or any combination thereof, may be ordered by the TOWN by Change Order without invalidating the Project Agreement. 4.2 Chance Order Defined. Change Order shall mean a written order to the CONSULTANT executed by the TOWN, issued after execution of a Project Agreement, authorizing and directing a change in the Scope of Services or an adjustment in the Contract Price or the Contract Time, or any combination thereof. The Contract Price and/or the Contract Time may be changed only by Change Order. 4.3 Effect of Executed Change Order. The execution of a Change Order by the TOWN and the CONSULTANT shall constitute conclusive evidence of the CONSULTANT's agreement to the ordered changes in the Scope of Services or an adjustment in the Contract Price or the Contract Time, or any combination thereof. The CONSULTANT, by executing the Change Order, waives and forever releases any claim against the TOWN for additional time or compensation for matters relating to or arising out of or resulting from the Services included within or affected by the executed Change Order. 4.4 Authority to Execute Chanaes or Reauests for Additional Services. The Town Manager is authorized to negotiate and execute Change Orders, in an amount not to exceed $5,000.00 per contract. Changes, which exceed $5,000.00, shall be approved by the TOWN Council. SECTION 5. SURVIVAL OF PROVISIONS 5.1 Any terms or conditions of either this Agreement or any subsequent Project Agreement that require acts beyond the date of the term of either agreement, shall survive termination of the agreements, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. SECTION 6. TOWN'S RESPONSIBILITIES 6.1 Assist CONSULTANT by placing at its disposal all available information as may be requested in writing by the CONSULTANT and allow reasonable access to all pertinent information relating to the services to be performed by CONSULTANT. 6.2 Furnish to CONSULTANT, at the CONSULTANT'S written request, all available maps, plans, existing studies, reports and other data pertinent to the services to be provided by CONSULTANT, in possession of the TOWN. 6.3 Arrange for access to and make all provisions for CONSULTANT to enter upon public property as required for CONSULTANT to perform services. SECTION 7. CODE OF ETHICS 5 7.1 The AIA Code of Ethics shall be incorporated in this Agreement by this reference. 7.2 CONSULTANT warrants and represents that its employees will abide by the Conflict of Interest and Code of Ethics Ordinances set forth in Section 2 -11.1 of the Town. Code and Section 2 -11.1 of the Miami -Dade County Code, as these codes may be amended from time to time. SECTION 8. POLICY OF NON - DISCRIMINATION /WAGES 8.1 The CONSULTANT shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work and shall not discriminate on the grounds of race, color, religion, sex, age, marital status, national origin, physical or mental disability in the performance of work under this Agreement. 8.2 The CONSULTANT shall comply with the wage provisions of Section 287.055, Florida Statutes. If the project is subject to federal or state grant funding that requires specific wage and non- discrimination provisions, the CONSULTANT shall be required to comply with the same. SECTION 9. OWNERSHIP OF DOCUIVIENTS/DELIVERABLES 9.1 Drawings and Specifications as instruments of service are and shall become the property of the TOWN whether the Project for which they are made is executed or not. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of Drawings and Specifications for information and reference in connection with the TOWN'S use and occupancy of the Project. 9.2 The Drawings and Specifications shall not be used by the TOWN on other projects, and TOWN agrees to indemnify the CONSULTANT should it breach this paragraph. 9.3 Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the CONSULTANT'S rights. 9.4 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without TOWN'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, or if reasonably necessary for the CONSULTANT to defend itself from any suit or claim, any non- public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all . of its employees, agents, sub- CONSULTANTS and subcontractors to comply with the provisions of this paragraph. 0 9.5 All final plans and documents prepared by the CONSULTANT shall bear the endorsement and seal of a person duly registered as a Professional Engineer, Architect, Landscape Architect, Professional Geologist, or Land Surveyor, as appropriate, in the State of Florida and date approved and/or sealed. SECTION 10. RECORDS /AUDITS 10.1 CONSULTANT shall maintain and require Subconsultants to maintain, complete and correct records, books, documents, papers and accounts pertaining to the Specific Project. Such records, books, documents, papers and accounts shall be available at all reasonable times for examination and audit by the Town Manager or any authorized TOWN representative with reasonable notice and shall be kept for a period of three (3) years after the completion of each Project Agreement. Incomplete or incorrect entries in such records, books, documents, papers or accounts will be grounds for disallowance by or reimbursement to the TOWN of any fees or expenses based upon such entries. Disallowed fees will be paid when incomplete or incorrect entries are remedied to the satisfaction of the TOWN. 10.2 The CONSULTANT shall comply with Chapter 119, Florida Statutes, as applicable. 10.3 Refusal of the CONSULTANT to comply with the provisions of Sections 10.1 or 10.2 shall be grounds for immediate termination for cause by the TOWN of this Agreement or any Project Agreement. SECTION 11. NO CONTINGENT FEE 11.1 CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for 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 CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. In the event the CONSULTANT violates this provision, the TOWN shall have the right to terminate this Agreement or any Project Agreement, without liability, and at its sole discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. SECTION 12. INDEPENDENT CONTRACTOR 12.1 The CONSULTANT is an independent contractor under this Agreement and any Project Agreements. Personal services provided by the CONSULTANT shall be by employees of the CONSULTANT and subject to supervision by the CONSULTANT, and not as officers, employees, or agents of the TOWN, Personnel policies, tax responsibilities, social security, health insurance, employee benefits, purchasing policies and other similar administrative 7 procedures applicable to services rendered under this Agreement or any Project Agreements shall be those of the CONSULTANT. SECTION 13. ASSIGNMENT: AMENDMENTS 13.1 This Agreement shall not be assigned, transferred or otherwise encumbered, under any circumstances, by CONSULTANT, without the prior written consent of the TOWN.. 13.2 No modification, amendment or alteration in the terms or conditions of this Agreement shall be effective unless contained in a written document executed with the same formality as this Agreement. SECTION 14. INDEMNIFICATION/HOLD HARMLESS 14.1 Pursuant to Section 725.08, Florida Statutes, the CONSULTANT shall indemnify and hold harmless the TOWN, and its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT, the Sub - CONSULTANTS and other persons employed or utilized by the CONSULTANT in the performance of this Agreement. The CONSULTANT'S obligation under this paragraph shall not be limited in any way by the agreed upon contract price, or the CONSULTANT'S limit of, or lack of, sufficient insurance protection. 14.2 The indemnification obligation under this clause 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 and/or any Sub - CONSULTANTS under worker's compensation acts, disability benefit acts, or other employee benefit acts. 14.3 To the extent this indemnification clause or any other indemnification clause in this Agreement does not comply with Chapter 725, Florida Statutes, as it may be subsequently amended, this Article and all aspects of the Contract Documents shall hereby be interpreted as the parties' intention for the indemnification clauses and Contract Documents to comply with Chapter 725, Florida Statutes, as may be amended. 14.4 The CONSULTANT shall not specify or allow any SubConsultant to specify a particular design, process or product that infringes upon any patent. The CONSULTANT shall indemnify and hold TOWN and its officers and employees harmless from any loss, cost or expense, including reasonable attorney's fees and costs incurred, on account thereof if the CONSULTANT violates the requirements of this Section. SECTION 15. INSURANCE The CONSULTANT shall secure and maintain throughout the duration of this Agreement and any Project Agreement, insurance of such type and in such amounts necessary to E protect its interest and the interest of the TOWN against hazards or risks of loss as specified below. The underwriter of such insurance shall be qualified to do business in Florida and have agents upon whom service of process may be made in the State of Florida. The insurance coverage shall be primary , insurance with respect to the TOWN, its officials, employees, agents and volunteers. Any insurance maintained by the TOWN shall be in excess of the CONSULTANT'S insurance and shall not contribute to the CONSULTANT'S insurance. The insurance coverages shall include a minimum of: 15.1 Worker's Compensation and Emplover's Liability Insurance: Coverage to apply for all employees for Statutory Limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $100,000.00 each accident. 15.2 Comprehensive Automobile and Vehicle Liability Insurance: This insurance shall be written in comprehensive form and shall protect the CONSULTANT and the TOWN against claims for injuries to members of the public and/or damages to property of others arising from the CONSULTANT'S use of non - owned and hired motor vehicles or any other equipment and shall cover operation with respect to onsite and offsite operations and insurance coverage shall extend to any motor vehicles or other equipment irrespective of whether the same is owned, non - owned, or hired. The limit of liability shall not be less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive that the latest edition of the Business Automobile Liability Policy, without restrictive endorsement, as filed by the Insurance Services Office. 15.3 Commercial General Liability. This insurance shall be written in comprehensive form and shall protect the CONSUTLANT and the TOWN against claims arising from injuries to members of the public or damage to property of others arising out of any act or omission to act of the CONSULTANT or any of its agents, employees, or subcontractors. The limit of liability shall not be less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liabilityand Property Damage Liability. (a) Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: (1) Premises and/or Operations; (2) Independent contractors and Products and/or completed Operations; (3) Broad Form Property Damage, Personal Injury and a Contractual Liability Endorsement, including any hold harmless and/or indemnification agreement. (b) The TOWN is to be specifically included as an Additional Insured for the liability of the TOWN resulting from operations performed by or on behalf of CONSULTANT in performance of this or any Project Agreement. CONSULTANT'S insurance, including that applicable to the TOWN as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the TOWN shall be in excess of and shall not contribute to CONSULTANT'S insurance. CONSULTANT'S insurance shall contain a 9 severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured in the same manner as if separate policies had been issued to each. 15.4 Professional Liability: The CONSULTANT shall furnish professional liability errors and omissions insurance coverage in an amount not less than $2,000,000.00 with a deductible of $25,000.00 per claim. The CONSULTANT shall be responsible for maintaining this professional liability insurance for a minimum of five (5) years from the date of execution of each Project Agreement. Upon request of the TOWN, the CONSULTANT shall make available for inspection copies of any claims filed or made against the policy during the policy term. The CONSULTANT shall additionally notify the TOWN, in writing, within thirty (30) calendar days of any claims filed or made against this policy in excess of $100,000.00 during the policy term. 15.5 Certificate of Insurance: Prior to the execution of this Agreement, CONSULTANT shall provide the Town Manager with evidence of insurability from the Consultant's Insurance Carrier or a Certificate of Insurance. Prior to execution of any Project Agreement, the CONSULTANT shall provide to the Town Manager, Certificates of Insurance evidencing the required insurance coverages. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this and any Project Agreement and shall state that such insurance is as required by this and any Project Agreement. The TOWN reserves the right to require the CONSULTANT to provide a certified copy of such policies, upon written request by the TOWN. If a policy is due to expire prior to the completion of the services, renewal Certificates of Insurance or policies shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the TOWN before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Town Manager. 15.6 All deductibles or self - insured retentions must be declared to and be approved by the Town Manager. The CONSULTANT shall be responsible for the payment of any deductible or self - insured retentions in the event of any claim. The Town Manager may require the CONSULTANT, as a condition of execution of a particular Project Agreement, to provide a bond or other monetary consideration to cover the CONSULTANT'S deductible for Professional Liability Insurance. SECTION 16. REPRESENTATIVE OF TOWN AND CONSULTANT 16.1 TOWN Representative. It is recognized that questions in the day -to -day conduct of this Agreement will arise. The TOWN designates the Town Manager or his or her designee, as the person to whom all communications pertaining to the day -to -day conduct of this Agreement shall be addressed. 10 16.2 CONSULTANT Representative. CONSULTANT shall inform the TOWN Representative, in writing, of the representative of the CONSULTANT to whom all communications pertaining to the day -to -day conduct of this Agreement shall be addressed. SECTION 17. COST AND ATTORNEY'S FEESMAIVER OF JURY TRIAL 17.1 If either the TOWN or CONSULTANT is required to enforce the terms of this Agreement or any Project Agreement by court proceedings or otherwise, whether or not formal legal action is required, the prevailing party shall be entitled to recover from the other party all costs, expenses, and attorney's fees in any state or federal administrative, circuit court and appellate court proceedings. 17.2 In the event of any litigation arising out of this Agreement or Project Agreement, each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury. SECTION 18. ALL PRIOR AGREEMENTS SUPERSEDED 18.1 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or 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 the Agreement shall be predicated upon any prior representations or agreements whether oral or written. SECTION 19. CONSULTANT'S RESPONSIBILITIES 19.1 The CONSULTANT warrants that the services to be performed hereunder shall be performed by the CONSULTANT'S own staff, unless otherwise approved in writing by the TOWN. Said approval shall not be construed as constituting an agreement between the TOWN and said other person or firm. The CONSULTANT'S services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by practicing design professionals performing similar services in the same locality and under the same or similar circumstances and conditions. 19.2 The CONSULTANT represents that it possesses the requisite skills and shall' follow the professional standards of the American Institute of Architects and the standard of conduct for engineers in performing all services under this Agreement. The CONSULTANT agrees to use its skill and judgment in furthering the TOWN'S interests hereunder and CONSULTANT shall perform its services in accordance with the practice of the pertinent industry and as expeditiously as is consistent with reasonable skill and care. If at any time during the term of this Agreement or the construction of the Project for which the CONSULTANT has provided engineering, architectural, surveying or mapping services under this Agreement, it is determined that the CONSULTANT'S documents are incorrect, defective or 11 fail to conform to the terms of this Agreement, upon written notification from the TOWN, the CONSULTANT shall immediately proceed to correct the work, re- perform services which failed to satisfy the foregoing standard of care and shall pay all costs and expenses associated with correcting said incorrect or defective work, including any additional testing, inspections, and construction and reimbursements to the TOWN for any other services and expenses made necessary thereby, save and except any costs which the TOWN would have otherwise paid absent the CONSULTANT'S error or omission. The TOWN'S and or any governmental agency's approval, acceptance, use of or payment for all or any part of the CONSULTANT'S services shall in no way alter the CONSULTANT'S obligations or TOWN'S rights hereunder. 19.3 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the TOWN, to promptly remove and replace any personnel employed or retained by the CONSULTANT, any sub- CONSULTANTS or subcontractors or any personnel of any such sub- CONSULTANT or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, whom the TOWN shall request in writing to be removed, which request may be made by the TOWN. 19.4 If the CONSULTANT allows any Work to be performed knowing, or when with the exercise of due care the CONSULTANT should haw known, it to be contrary to any such applicable, known and published laws, ordinances, rules, regulations or restrictions and fails to give TOWN written notice thereof prior to performance thereof, the CONSULTANT shall bear all costs, liabilities, and expenses arising therefrom, which costs, liabilities and expenses shall not be considered a part of the CONSULTANT'S fees or any other amounts due hereunder. 19.5 The CONSULTANT'S obligations under Paragraph 19.2 of this Agreement shall survive termination of this Agreement or any Project Agreement. SECTION 20. SUBCONSULTANTS 20.1 In the event the CONSULTANT requires the services of any Subconsultants or other professional associates in connection with services covered by any Project Agreement, the CONSULTANT must secure the prior written approval of the Town Manager. The CONSULTANT shall utilize his/her best efforts to utilize Subconsultants where principal place of business is located within the Town of Miami Lakes, Florida. 20.2 All services provided by the SubConsultants shall be pursuant to appropriate agreements between the CONSULTANT and the SubConsultants which shall contain provisions that preserve and protect the rights of the TOWN and the CONSULTANT under this Agreement. Each SubConsultant agreement shall incorporate the terms of this Agreement, and shall include termination provisions that state that the agreements may be terminated. TOWN shall not be responsible for termination expenses of any third parties. 20.3 Any subcontract with a Subconsultant shall afford to the CONSULTANT rights against the Subconsultant which correspond to those rights afforded to the TOWN against the 12 CONSULTANT herein, including but not limited to those rights of termination as set forth herein. 20.4 No reimbursement shall be made to the CONSULTANT for any subconsultants that have not been previously approved by the TOWN for use by the CONSULTANT. SECTION 21. NOTICES Whenever either party desires to give notice to the other, it must be given by hand delivery or written notice, sent by certified United States mail, with return receipt requested or a nationally recognized private mail delivery service, 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 places for giving of notice, to -wit: FOR CONSULTANT: Thomas M. Carlson, Principal M.C. Harry and Associates, Inc. 2780 S.W. Douglas Road Suite 302 Miami, FL 33133 Telephone: (305) 445 -3765 Facsimile: (305) 446 -9805 FOR TOWN: Town of Miami Lakes Attention: Alex Rey, Town Manager 15700 N.W. 67h Avenue Miami Lakes, Florida 33014 Telephone: (305) 364 -6100 Facsimile: (305) 558 -8511 With a copy to: Nina L. Boniske, Esq. Weiss Serota Helfman Pastoriza Cole & Boniske, P.L., Town Attorneys 2525 Ponce de Leon Boulevard Suite 700 Miami, FL 33134 Phone: (305) 854 -0800 Facsimile: (305) 854 -2323 13 SECTION 22. TRUTH -IN- NEGOTIATION CERTIFICATE Signature of this Agreement by CONSULTANT shall act as the execution of a truth -in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this Agreement or any Project Agreement are accurate, complete, and current at the time of contracting. Each Project Agreement's contract prices and any additions shall be adjusted to exclude any significant sums by which the TOWN determines the Project's contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments shall be made within one year following the end of each Project Agreement. SECTION 23. CONSENT TO JURISDICTION The parties submit to the jurisdiction of any Florida state or federal court in any action or proceeding arising out of relating to this Agreement or any Project Agreement. Venue of any action to enforce this Agreement or any Project Agreement shall be in Miami -Dade County, Florida. SECTION 24. GOVERNING LAW This Agreement and any Project Agreement shall be construed in accordance with and governed by the laws of the State of Florida. SECTION 25. HEADINGS Headings are for convenience of reference only and shall not be considered in any interpretation of this Agreement. SECTION 26. EXHIBITS Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The Exhibits if not physically attached, should be treated as part of this Agreement, and are incorporated by reference. SECTION 27. SEVERABILITY If any provision of this Agreement or any Project Agreement or the application thereof 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 thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. SECTION 28. COUNTERPARTS 14 This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties execute this Agreement on the respective dates under each signature: The TOWN, signing by and through its Town Manager, attested to by its TOWN Clerk, duly authorized to execute same and by CONSULTANT by and through its , whose representative has been duly authorized to execute same through a resolution of the corporation or partnership. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK. 15 ATTEST: 7`67r Clerk TOWN OF MIAMI LAKES m. Dat APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE TOWN OF MIAMI LAKES, FLORIDA, ONLY: Town Attorney ATTEST: Assistant Secr Please type name of Secretary M.C. HARRY AND ASSOCIATES, I' C. By: h mas M. Carlson ident Date: _ " U -0-7 16 EXHIBIT "A" SAMPLE PROJECT AGREEMENT Between TOWN OF MIAMI LAKES, FLORIDA And M.C. HARRY AND ASSOCIATES, INC. for Work Authorization No. [INSERT NAME OF PROJECT] PROJECT AGREEMENT Between THE TOWN OF MIAMI LAKES, FLORIDA And M.C. HARRY AND ASSOCIATES, INC. For Work Authorization No. [INSERT NAME OF PROJECT] Pursuant to the provisions contained in the "Continuing Services Agreeme t" between the TOWN OF MIAMI LAKES, FLORIDA (the "TOWN ") and M.C. HARRY AND ASSOCIATES, INC., ( "CONSULTANT ") dated , this Project Agreemenj authorizes the CONSULTANT to provide the services as set forth below: The TOWN and CONSULTANT agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 The CONSULTANT shall provide architectural services to the TOWN for the Project as described herein. [Insert project description] 1.2 The "Scope of Services and Project Schedule" and tasks to be provided by the CONSULTANT for this Project are those services and tasks as set forth herein. [Insert scope of services here] and listed in Exhibit "1." 1.3 The TOWN may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes must be contained in a written change order executed by the parties in accordance with the provisions of the Continuing Services Agreement, prior to any deviation from the terms of the Project Agreement, including the initiation of any extra work. SECTION 2. DELIVERABLES 2.1 As part of the Scope of Services and Project Schedule, the CONSULTANT shall provide to the TOWN the following Deliverables: 1 II i I 2.2 The CONSULTANT acknowledges the construction budget for the project is $ (the "Construction Budget "). The CONSULTANT shall develop cost estimates as provided in Exhibit "1" and if any of these estimates exceed the Construction Budget, the CONSULTANT and the TOWN shall meet to mutually adjust the Design and the Scope of Services as necessary at no additional cost to the TOWN. SECTION 3. TERM/TIME OF PERFORMANCE/DAMAGE 3.1 Term. This Project Agreement shall commence on the date this instrument is fully executed by all parties and shall continue in full force and effect _ , unless otherwise terminated pursuant to Section 6 or other applicable provisions of this Project Agreement. The Town Manager, in his sole discretion, may extend the term of this Agreement through written notification to the CONSULTANT. Such extension shall not exceed 30 days. No further extensions of this Agreement shall be effective unless authorized by�the TOWN Council. 3.2 Commencement. The CONSULTANT'S services under this Projec and the time frames applicable to this Project Agreement shall commence upon Agreement is executed by both parties. The CONSULTANT shall not incur any obligations for payment to third parties prior to the issuance of the No Commencement. CONSULTANT must receive written notice from the Town Man the beginning the performance of services. 3.3 Contract Time. Upon execution of this Project Agreement, the COP shall commence services to the TOWN on the Commencement Date, and shall c perform services to the TOWN, without interruption, in accordance with the tim4 forth in the "Project Schedule," a copy of which is attached and incorporated into thi; as Exhibit "1 ". The number of calendar days from the Commencement Date, throe set forth in the Project Schedule for completion of the Project or the date of actual cc the Project, whichever shall last occur, shall constitute the Contract Time. 3.4 All limitations of time set forth in this Agreement are of the essence. SECTION 4. AMOUNT, BASIS AND METHOD OF COMPENSATION 4.1 Lump Sum Compensation. TOWN agrees to pay CONSU compensation for performance of all services described in Exhibit "2" $ [OR, IF HOURLY, "TOWN AGREES TO PAY CONSULTANT COMPENSI CONSULTANT'S HOURLY RATES, UP TO A MAXIMUM AMOUNT EXCEED $ .] 2 Agreement ie date this xpenses or Fication of ;er prior to TANT frames set Agreement gh the date mpletion of .TANT as .TION AT NOT TO 4.2 Reimbursable Expenses. The following expenses are reimbursable at their actual cost: travel and accommodations, long distance telephone calls, facsi le, courier services, mileage (at a rate approved by the TOWN), photo and reproduction se ices. All document reproductions are also reimbursable, at a rate approved by the TOWN. 4.3 Payment for Additional/Reimbursable Services. Payment for Additional/Reimbursable Services may be requested monthly in proportion to the services performed. When such services are authorized as an hourly rate, the CONSULTANT shall submit for approval a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. The CONSULTANT shall attach to the invoice all supporting data for payment made to SubConsultants engaged on the Project. In addition to the invoice, the CONSULTAl4T shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. SECTION 5. BILLING AND PAYMENTS TO THE CONSULTANT 5.1 Invoices 5.1.1 Lump Sum Compensation and Reimbursable Expenses. CONSULTANT shall submit invoices which are identified by the specific project number on a monthly basis in a timely manner. These invoices shall identify the nature of the work performed, the phase of work, and the estimated percent of work accomplished in, accordance with the Payment Schedule set forth in Exhibit "2 ", to this Project Agreement. Invoices for each phase shall not exceed amounts allocated to each phase of the Project plus reimbursable expenses accrued during each phase. The statement shall show a summary of fees with accrual of the total and credits for portions previously paid by the TOWN. The TOWN shall pay CONSULTANT within thirty (30) calendar days of approval by the Town Manager of any invoices submitted by CONSULTANT to the TOWN. 5.2 Disputed Invoices. In the event that all or a portion of an invoice submitted to the TOWN for payment to the CONSULTANT is disputed, or additional backup documentation is required, the TOWN shall notify the CONSULTANT within fifteen (15) working days of receipt of the invoice of such objection, modification or additional documentation request. The CONSULTANT shall provide the TOWN with additional backup documentation within five (5) working days of the date of the TOWN'S notice. The TOWN may reques additional information, including but not limited to, all invoices, time records, expense records, accounting records, and payment records of the CONSULTANT. The TOWN, at its sole discretion, may pay to the CONSULTANT the undisputed portion of the invoice. The parties shall endeavor to resolve the dispute in a mutually agreeable fashion. 5.3 Suspension of Payment. In the event that the TOWN becomes credibly informed that any representations of the CONSULTANT, provided pursuant to Subsection 5.1, are wholly or partially inaccurate, or in the event that the CONSULTANT is not in compliance with any term or condition of this Project Agreement, the TOWN may withhold payment of 3 sums then or in the future otherwise due to the CONSULTANT until the inaccuracy, or other breach of Project Agreement, and the cause thereof, is corrected to the TOWN's reasonable satisfaction. 5.4 Final Payment. Submission of the CONSULTANT'S invoice for f and reimbursement shall constitute the CONSULTANT'S representation to the upon receipt from the TOWN of the amount invoiced, all obligations of the CONS others, including its consultants, incurred in connection with the Project, shall be The CONSULTANT shall deliver to the TOWN all documents requested by evidencing payments to any and all subcontractors, and all final specifications, pl documents as dictated in the Scope of Services and Deliverable. Acceptance of fi shall constitute a waiver of any and all claims against the TOWN by the CONSULT. SECTION 6. TERMINATION /SUSPENSION 6.1 For Cause. This Project Agreement may be terminated by either par (5) calendar days written notice to the other party should the other party fail sub perform in accordance with its material terms through no fault of the party it termination. In the event that CONSULTANT abandons this Project Agreement or be terminated by the TOWN, the CONSULTANT shall indemnify the TOWN agai pertaining to this termination. In the event that the CONSULTANT is terminated by for cause and it is subsequently determined by a court by a court of competent juii; such termination was without cause, such termination shall thereupon be deemed a for convenience under Subsection 6.2 of this Project Agreement and the provision oi 6.2 shall apply. 6.2 For Convenience. This Project Agreement may be terminated by the convenience upon fourteen (14) calendar days' written notice to the CONSULTA event of termination, the CONSULTANT shall incur no further obligations in cons the Project and shall, to the extent possible, terminate any outstanding subconsultant The CONSULTANT shall be compensated for all services performed to the satisfE TOWN and for reimbursable expenses incurred prior to the date of termin,, CONSULTANT shall promptly submit its invoice for final payment and reimburser invoice shall comply with the provisions of Subsection 5.1 of this Project Agreemen circumstances shall the TOWN make any payment to the CONSULTANT for ser have not been performed. 6.3 Assignment uaon Termination. Upon termination of this Project A copy of all of the CONSULTANT'S work product shall become the property of the the CONSULTANT shall, within ten (10) working days of receipt of written directi TOWN, transfer to either the TOWN or its authorized designee, a copy of all work p possession, including but not limited to designs, specifications, drawings, studies, re] other documents and data in the possession of the CONSULTANT pertaining to Agreement. Further, upon the TOWN'S request, the CONSULTANT shall assign it; and interest under any subcontractor's agreements to the TOWN. 4 payment WN that, TANT to A in full. TOWN or other payment y upon five tantially to itiating the causes it to ist any loss the TOWN diction that Subsection TOWN for JT. In the ection with )bligations. ;tion of the lion. The ent and the . Under no ices which greement, a TOWN and m from the -oduct in its ports and all this Project rights, title 6.4 Suspension for Convenience. The TOWN shall have the right at direct the CONSULTANT to suspend its performance, or any designated part then reason whatsoever or without reason, for a cumulative period of up to ninety (90) ca If any such suspension is directed by the TOWN, the CONSULTANT shall immediE with same. In the event the TOWN directs a suspension of performance as provide through no fault of the CONSULTANT, the TOWN shall pay to the CONSL reasonable costs, actually incurred and paid, of demobilization and remobilizal compensation for any such suspension. SECION 7. my time to ;of, for any endar days. ely comply i for herein ' TANT its on, as full 7.1 This Project Agreement incorporates the terms and conditions set forth in the Continuing Services Agreement dated between the parties as though f #y set forth herein. In the event that any terms or conditions of this Project Agreement conflict with the Continuing Services Agreement, the provisions of this specific Project Agreement shall prevail and apply. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.] j 5 ATTEST: Town Clerk TOWN OF MIAMI LAKES Date: APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE TOWN OF MIAMI LAKES, FLORIDA, ONLY: Town Attorney Alex Rey, Town Manager ATTEST: M.C. HARRY AND ASSOCIATES, I C. i By: Assistant Secretary Thomas M. Carlson President Please type name of Assistant Secretary (CORPORATE SEAL) WITNESSES: Print Name: Print Name: Date: Exhibit 111" Scope of Services and Project Schedule [TO BE INSERTED] EXHIBIT "2" Payment Schedule [TO BE INSERTED] EXHIBIT °B" PAGE 1 OF 2 CONSULTANT'S HOURLY FEE SCHEDULE Note: Hourly fees are based on 2.75 multiple of direct salary Principal $ 180.00 Senior Project Manager $ 132.00 Project Manager/Project Architect $ 95.00 Architect $ 126.00 Senior Technician/Designer $ 94.00 Architectural Designer/Drafter: $ 56.00 Administrative $ 57.00 EXHIBIT "B" PAGE 1 OF 2 CONSULTANT'S HOURLY FEE SCHEDULE Note: Hourly fees are based on 2.75 multiple of direct salary Principal $180.00 Senior Project Manager $ 132.00 Project Manager/Project Architect $ 95.00 Architect $ 126.00 Senior Technician/Designer $ 94.00 Architectural Designer/Drafter: $ 56.00 Administrative $ 57.00 EXHIBIT'S" PAGE 2 OF 2 GENERAL DESCRIPTION OF EMPLOYEE CATEGORIES Principal - Owners of the firm. Senior Project Manager — Senior level managers of the firm that either assumes! full project responsibility or manage Project Managers/Project Architect. Coordinates and communicates all project issues to identify, establish, and maintain the project goals, scopes, budgets, and schedule. Project Manager/Project Architect — Degreed professional individuals that a sumes full project responsibility. Coordinates and communicates all project issues to identify, establish, and maintain the project goals, scopes, budgets, and schedule. Architect — Registered Architect that assumes full technical responsibility. Plans and develops projects or phases of projects with unique or complex problems. Also included in this category are senior level individuals with experience in specific areas of disciplines. Senior Technician/Designer: Degreed professional individuals and individuals with 10 or more years of experience responsible for production of design Architectural Designer/Drafter: Assist with the design and development of Contract Documents on multiple projects; working as an integral part of our architectural team Work will include verification of on -site conditions; design development; code analysis; production of construction documents; detailing; coordination with engineering sub cons Itants; and documentation of meetings Administrative - Staff members responsible for providing clerical and secretarial s pport to the organization.