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2009-20CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this 19`x' day of August 2009, A.D., by and between the City of Clermont, b85 W. Montrose Street, Clermont, Florida (hereinafter referred to as "OWNER"), and MARBEK Construction Co., 614 E. Hwy 50, Ste 324, Clermont, Florida {hereinafter referred to as "CONTRACTOR"). WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: SECTION I - SCOPE OF WORK The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools, apparatus and transportation and perform all of the work described, required, reasonably implied or reasonably inferred, as necessary to produce the intended results of the plans and specifications entitled: The Train Depot at the Clermont Historic Village dated Apri122 2009 as prepared by Owner's agent, GatorSktch as part of the design-build team of The City of Clermont, GatorSktch and Marbek Construction shall do everything required by this Contract and the other Contract Documents contained in the plans and specifications, which are a part of these Documents. SECTION II -THE CONTRACT SUM The OWNER shall pay to the CONTRACTOR, for the faithful performance of the Contract, in lawful tender of the United States, and subject to addition and deductions as provided in the Contract Documents, the Proposal, attached hereto and incorporated herein as Exhibit "A" and the Schedule of Finishes and Materials, attached hereto and incorporated herein as Exhibit "B" and the Universal En ineering Sciences, Limited Geotechnical Exploration Report attached hereto and incorporated herein as Exhibit "C." The total contract sum shall not exceed Two hundred thirt -three thousand three hundred sevent -nine and 00/100 DOLLARS {$233,379.00) The Contract Suin may only be changed by a Change Order or Written Amendment. Any claim for an increase or decrease in the Contract Sum shall be based on written notice delivered by the party making the claim to the other party and to the Architect promptly (but in no event later than 30 days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within forty-f ve days after such occurrence (unless otherwise allowed by the Owner). A change in work performed by the Contractor is allowed a 10 percent mark-up. A change in work performed by asub-contractor is allowed a 15 percent mark-up. SECTION III -COMMENCEMENT AND COMPLETCON OF WORK 1) The CONTRACTOR shall commence work within I 0 calendar days after receipt of (i) Notice to Proceed, and (ii) receipt of three (3) sets of conformed plans, and (iii} receipt of all permits required to perform the work, and the CONTRACTOR will substantially complete the same within 7S days and 90 days for final completion, unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS. Substantial Completion as provided herein shall be the day the project or designated portion thereof is certified by the OWNER's Architect as sufficiently complete, in accordance with the Contract Documents, so the OWNER can occupy or utilize the work or designated portion thereof for the use for which it is intended. 2) The CONTRACTOR shall prosecute the work with faithfulness and diligence. 3} The CONTRACTOR further declares he has examined the site of the work and that from personal knowledge and experience or that he has made sufficient investigations to fully satisfy himself that such site is correct and suitable for the work and he assumes full responsibility therefore. The provisions of this Contract shall control any inconsistent provisions contained in the specifications. All Drawings and Specifications have been read and carefully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations shall this Contract be more strongly construed against the OWNER than against the CONTRACTOR and his Surety. The CONTRACTOR further declares all work shall conform to local, state and federal requirements and shall comply with the City of Clermont Standard Notes and Details, dated July 13, 2009. Any ambiguity or uncertainty in the Plans, Drawings or Specifcations shall be interpreted and construed by the Project Architect, and his decision shall be final and binding upon all parties, provided the OWNER agrees. The Contractor understands and acluiowledges that it participated along with the Project Architect in the design of the building renovations and the site improvements, therefore, the Contractor has a full understanding of the work, supplies, finishes and desired results of the project and will provide such as part of this agreement. The Contractor will provide materials and perform all work required, reasonably implied or reasonably inferred, as necessary to produce the intended results of the plans, whether clearly specified or not. It is distinctly understood and agreed that the passing, approval and/or acceptance of any part of the work or material by the OWNER or by any agent or representative as in compliance with the terms of this Contract and/or of the Drawings, Plans and Specifications covering said work shall not operate as a waiver by the OWNER of strict compliance with the terms of this Contract and/or the Drawings and Specifications covering said work; and the OWNER may require the CONTRACTOR and/or his Surety to repair, replace, restore and/or make to comply strictly and in all things with this 2 Contract and the Drawings and Specifications any and all of said work and/or materials which within a period of one year from and after the date of the passing, approval, and or acceptance of airy such work or material, are found to be defective or to fail and in any way to comply with this Contract or with the Drawings and Specifications. This provision shall not apply to materials or equipment normally expected to deteriorate or wear out and become subject to normal repair and replacement before their condition is discovered. The CONTRACTOR shall not be required to do normal maintenance work under the guarantee provisions. Failure on the part of the CONTRACTOR and/or his Surety, immediately after Notice to either, to repair or replace any such defective materials and workmanship shall entitle the OWNER, if it sees fit, to replace or repair the same and recover the reasonable cost of such replacement and/or repair from the CONTRACTOR and/or his Surety, who shall in any event be jointly and severally liable to the OWNER for all damages, loss and expense caused to the OWNER by reason of the CONTRACTOR'S breach of this Contract and/or his failure to comply strictly and in all things with this Contract and/or his failure to comply strictly and in all things with this Contract and with the Drawings and Specifications. 4) As-built drawings, warranties acceptable to OWNER must be submitted to the OWNER before final payment will be made to the CONTRACTOR. SECTION IV -AUTHORIZED REPRESENTATIVES 1) Before starting work, Contractor shall designate a competent, authorized representative acceptable to Owner to represent and act for Contractor and shall inform Owner in writing, of the name and address of such representative together with a clear definition of the scope of his authority to represent and act for Contractor and shall specify any and alt limitations of such authority. At the Pre-construction Conference, Contractor shall provide resumes of key personnel for Owner's approval. Contractor shall keep Owner informed in writing pursuant to the notice requirements provided herein of any subsequent changes in the foregoing. Such representative shall be present or duly represented at the site of work at all times when work is actually in progress. 2) From the time of execution of the Contract, the Owner shall have the right to remove the Contractor's representative from the project for inappropriate behavior including, but not limited to, lack of concern for residents, or acting in an unprofessional manner (i.e. argumentative with residents or Owner's representative and the use of foul language). 3) All notices, determinations, instructions and other communications given to the authorized representatives of the Contractor shall be binding upon Contractor. Nothing contained herein shall be construed as modifying the Contractor's duty of supervision and fiscal management as provided for by Florida law. 4) The Owner shall designate a Project Manager who will have limited authority to act for the Owner. The Owner will notify the Contractor in writing of the name of such representative(s). Any other City employees are not authorized Owner representatives 3 and any work performed by the Contractor without proper written authorization from the Project Manager as approved by Owner, is perfot~rned at the Contractor's risk, and the City shall have no obligation to compensate the Contractor for such work. 5} Progress meetings shall be held at two-week intervals and shall be conducted by the Contractor. The Contractor shall timely prepare the agenda, take meeting minutes, and timely distribute such to the meeting attendees. SECTION V -LAWS AND REGULATIONS I) Contractor and its employees and representatives shall at all times comply with all applicable laws, codes, ordinances, statutes, rules or regulations in effect at the time work is performed under this Contract. 2) If, during the term of this Contract, there are any changed or new laws, ordinances or regulations not known or foreseeable at the time of signing this Contract which become effective and which affect the cost or time of performance of the Contract, Contractor shall immediately notify Owner in writing and submit detailed documentation of such effect in terms of both time and cost of performing the Contract. Upon concurrence by Owner as to the effect of such changes, an adjustment in the compensation and/or time of performance will be made, if applicable. 3) If any discrepancy or inconsistency should be discovered between the Contract and any law, ordinance, regulation, order or decree, Contractor shall immediately report the same in writing to Owner who will issue such instructions as may be necessary. However, it shall not be grounds for a Change Order that the Contractor was unaware of or failed to investigate the rules, codes, regulations, statutes, and all ordinances of all applicable governmental agencies having jurisdiction over the Project or the work. SECTION VI -CODE RELATED INSPECTIONS The Contractor recognizes that the City of Clermont is the governing jurisdiction charged with the inspection of improvements to real property for code compliance and the improvements to be made by the Contractor pursuant to this contract may be subject to inspection by City of Clermont or its agents. The Contractor agrees that it will not assert, as aCity-caused delay or as a defense of any delay on the part of the Contractor, any good faith action or series of actions on the part of the City or its agents with regard to inspections, including, but not limited to the refusal to accept any portion of the Contractor's work. SECTION VII -PARTIAL AND FINAL PAYMENTS In accordance with the provisions fully set forth in the Bid Documents and General Conditions, and subject to additions and deductions as provided, the OWNER shall pay the CONTRACTOR as follows: 4 1} CONTRACTOR shall sub-nit a progress payment request by the third (3rd) day of each calendar month for work performed during the preceding calendar month. Upon CONTRACTOR's signature accepting the PARTIAL PAYMENT AUTHORIZATION, the Owner shall make a partial payment to the Contractor, within thirty (30) calendar days, on the basis of a duly certified and approved estimate by the OWNER and the Architect, for work performed during the preceding calendar month under the Contract. To insure proper performance of the Contract, the OWNER shall retain ten percent (10%} of the amount of each estimate until final completion and acceptance of all work covered by the Contract. 2) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER that all payrolls, material bills and other costs incurred by the CONTRACTOR in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required in the Specifications have been furnished and are found acceptable by the OWNER, final payment on account of this Agreement shall be made within thirty {30) calendar days after completion of all work by the CONTRACTOR covered by this Agreement and acceptance of such work by the OWNER. SECTION VIII -ADDITIONAL BONDS It is further mutually agreed between the parties hereto that if, at any time after the execution of this Agreement and the Surety Bonds hereto attached for its faithful performance and payment of labor and materials, the OWNER shall deem the Surety or Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to be adequate to cover the performance and payments of the work, the CONTRACTOR shall, at his expense, and within seven (7} days after receipt of Notice from the OWNER to do so, furnish additional bonds, in such form and amounts, and with such Sureties as shall be satisfactory to the OWNER. In such event, no further payment to the CONTRACTOR shall be deemed due under this Agreement until such new or additional security for the faithful performance and for payment of labor and materials of the work shall be furnished in manner and form satisfactory to the OWNER. SECTION IX - DISPUTE RESOLUTION -MEDIATION 1) Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2) The Owner and Contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3) The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 5 SECTION X -INSURANCE AND INDEMNIFICATION RIDER 1) Worker's Compensation Insurance -The Contractor shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the Iatter's employees unless such employees are covered by the protection afforded by the Contractor. Such insurance shall comply with the Florida Worker`s 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 Worker's Compensation statute, the Contractor shall provide adequate insurance, satisfactory to the Owner, for the protection of employees not otherwise protected. 2) Contractor's Public Liability and Property Damage Insurance -The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: {a) Contractor's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit {b) Automobile Liability Coverages, $1,000,004 Each Bodily Injury & Property Damage Occurrence, Combined Single Limit (c} Excess Liability, Umbrella Fortn $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3) Subcontractor's Public Liability and Property Damage Insurance -The Contractor shall require each of his subcontractors to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subcontractors in his policy, as specified above. 4) "XCU" (Explosion Collapse Underground Damage) -The Contractor's Liability Policy shall provide "XCU" coverage for those classif cations in which they are excluded. 5) Broad Form Property Damage Coverage Products & Completed Operations Goveraaes -The Contractor's Liability Policy shall include Broad Form Property Damage Coverage, Products and Completed Operations Coverage. 6 ti) Contractual Liability Work Contracts -The Constractor's Liability Policy shall include Contractual Liability Coverage designed to protect the Contractor for contractual liabilities assumed by the Contractor in the performance of this Agreement. 7) Indemnification Rider (a) To cover to the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1} is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property {other than the Work itself] ,and (2} is caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Such obligation shalt not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Section. {b) In any and all claims against the Owner or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be titnited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c} The Contractor hereby acknowledges receipt of ten dollars and other good and valuable consideration from the Owner for the indemnification provided herein. 8) Builder's Risk Coverage -The Contractor shall take out and maintain during the life of this Agreement a "Builder's Risk Policy" completed value form, issued to provide coverages on an "all risk" basis including theft. This coverage shall not be lapsed or canceled because of partial occupancy by the Owner prior to final acceptance of the Project. The Owner may elect to take out and maintain this insurance coverage. Should the Owner purchase said insurance, the insurance policy shall have a deductible for each occurrence of $5,000.00. The Contractor shall be responsible for losses up to the amount of the deductible. 7 SECTION XI -TAXES 1 } Contractor shall pay all taxes, levies, duties and assessments of every nature that may be applicable to any work under this Contract. The Contract Sum and any agreed variations thereof shall include all taxes imposed by law. Contractor shall make any and all payroll deductions required by law. Contractor herein indemnifies and holds the Owner harmless from any liability on account of any and all such taxes, levies, duties, assessments and deductions. Such indemnification shall be in accordance with the terms and conditions of the Indemnification provisions provided herein. 2} Owner and Contractor hereby acknowledge that Owner is atax-exempt entity. Where applicable, and so directed by the Owner, the Owner reserves the right to implement, at its convenience, a tax exemption program to buy selected materials and place the tax savings in lzne item contingency. SECTION XII -SUCCESSORS, ASSIGNS AND ASSIGNMENT The Owner and the Contractor each bind itself, its officers, directors, qualifying agents, partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and Legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract. It is agreed that the Contractor shall not assign, transfer, convey or otherwise dispose of the contract or its right, title or interest in or to the same or any part thereof, or allow legal action to be brought in its name for the benefit of others, without previous consent of the Owner and concurred to by the sureties. SECTION XIII -NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: Marbek Construction Co. Attn: 614 E. Hwy S0, Ste 324 Clermont, FL 34711 OWNER: City of Clermont Attn: City Manager 685 W. Montrose Street Clermont, FL 34711 8 SECTION XIV -OPTIONAL TERMINATION 1) Owner may, at its option, terminate the Contract, in whole or in part, at any time by written notice thereof to Contractor, whether or not Contractor is in default. Upon any such termination, Contractor hereby waives any claims for damages from the optional termination, including loss of anticipated profits, on account thereof, but as the sole right and remedy of Contractor, Owner shall pay Contractor in accordance with Subparagraphs below, provided, however, that those provisions of the Contract which by their very nature survive final acceptance under the Contract shall remain in full farce and effect after such termination. 2) Upon receipt of any such notice, Contractor and its Surety shall, unless the notice requires otherwise: (a) Immediately discontinue work on the date and to the extent specified in the notice; {b) Place no further orders or subcontracts for materials, services, or facilities, other than as maybe necessary or required for completion of such portion of work under the Contract that is not terminated; (c) Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to Owner of all orders and subcontracts to the extent they relate to the performance of work terminated or assign to Owner those orders and subcontracts and revoke agreements specified in such notice; (d) Assign all Subcontracts required for performance of this Contract to the Owner. In anticipation of such a remedy, the Contractor shall include in all Subcontracts, equipment leases and purchase order, a provision requiring the subcontractor, equipment lessor or supplier, to consent to the assignment of their Subcontract to the Owner and to agree to the greatest extent possible to cooperate with the Owner; (e) Assist Owner, as specifically requested in writing, in the maintenance, protection and disposition of property acquired by Owner under the Contract; and (f} Complete performance of any work that is not terminated. 3} Upon any such termination, Owner wilt pay to Contractor an amount determined in accordance with the following (without duplication of any item): (a) All amounts due and not previously paid to Contractor for work completed and accepted in accordance with the Contract prior to such notice, and for work thereafter completed as specified in such notice. (b) The reasonable cost of settling and paying claims arising out of the termination of work under subcontracts or orders as provided above. (c) The verifiable costs incurred as set forth above. (d) Any other reasonable costs which can be verified to be incidental to such termination. 9 4) The foregoing amounts will include a reasonable sum, under all of the circumstances, as profit for all work satisfactorily performed by Contractor. 5) Contractor shall submit within thirty (3Q) days after receipt of notice of termination, a proposal for an adjustment to the contract price including all incurred costs described herein. Owner shall review, analyze, and verify such proposal, and negotiate an equitable adjustment, and the Contract shall be amended in writing accordingly. SECTION XV -MISCELLANEOUS 1} Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this agreement, each party shall bear its own attorney fees. 2} Waiver. The waiver by Owner of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement. 3) Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4) Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 5) Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by contractor. 6) Assignment. This agreement is personal to the parties hereto and may not be assigned by contractor, in whole or in part, without the prior written consent of city. 7) Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, FIorida. 8) Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 10 9) Records. Contractor expressly understands and aclu--owledges that any and all documents related to the services provided herein, maybe considered records that are subject to examination and production in accordance with Florida's Public Records Law. Contractor expressly agrees that it will comply with all requirements related to said law and that it will hold city harmless for any such disclosure related to Florida's Public Records Law. Remainder of this page intentional left blank. 11 SECTION XVI -CONTRACT DOCUMENTS The Contract Documents, herein made a part, are as fully a part of this Contract as if herein repeated. Document Precedence: I .) Contract Agreement 2.) Final Drawings and Plans Dated April 22, 2009. 3.) All documents and minutes related to the preparation of the plans and specifccations from meetings with the design-build team. 6.) Payment and Performance Bonds IN WITNESS WH REOF, the parties hereto have executed this Agreement on this ~~ day of ~u.~}l,~s-~- , 2009. City of St. t Harold Turville, 3r., Mayor Attest: Corporate Secretary (Name Printed or Typed) 12 ~~-.~ ,c~ - ,, ~;~ President If a corporation, affix corporate seal and have corporate secretary attest. EXHIBIT "A" PROPOSAL 13 MARBEK Construction Co. bl4 B Hwy SO Ste 324 Ph 352-242-1084/Fax 352-242-1081 Clermont, Fla. 34711 6/7/09 City of Clermont 685 W. Montrose St Clermont, Fla. 347I I Attn: Mr. Wayne Saunders Re: Historic Traizt Depot Revised Proposal Dear Mr. Saunders MARBEK Construction Co. is please to offer the following proposal for the addition and renovation to the Historic Train Depot in accordance with the plans prepared by Gatorsktch Architects dated 4/22/09. This revised proposal includes the installation of full height wall the in the bathrooms and replacement of the VCT with Ceramic the throughout the remainder of the facility, modifies the lighting in the extended open pavilion area to recessed can fixtures and specifies the types of lighting fixtures to be utilized for the pendants and wall sconces per our meeting of 7/6/09. The scope of the original proposal includes all labor, ma#erials, supervision and incidentals required to complete the project to include removal of the existing wood decking, demolish the existing concrete slabs on either side of the retention pond, remove approximately 3 courses of the~gmented retaining wall below the existing decking, backfill and compact the entire pond to existing adjacent grade, installation of the addition with covered restrooms, repairs and modifications to the existing facility as outlined in the contract documents. MARBEK Construction Co. is pleased to offer this scope of work for the sum of: $ 2331379.00 Two Hundred Thirt~Three Thousand, Three Hundred Seventy Nine Dollars Thank you for the opportunity to offer this proposal. Should you need additional information or if I may be of further assistance, please do not hesitate to contact my office. Page 2 Revised proposal Sincezely Rick A. Marchand President CC Gatorsktch Architects Darren Gray EXHIBIT "B" SCHEDULE OF FINISHES AND MATERIALS 14 MARBEK Construction Co. 614 E Hwy 50 Ste 324 8/27/09 City of Clermont 685 W. Montrose St Clermont, Fla. 34711 Attn: Ms. Tamara Richardson Ph 352-242-1084/Fax 352-242-1081 Clermont, Fla. 34711 Re: Historic Train Depot Contract Dear Ms. Richardson Attached, please find the executed contract for the Train Depot. The only issue I see is with the stipulation of time as introduced. Although it is our intention to expedite the construction in an effort to achieve substantial by the date of the 125', to date, we have not discussed a duration of time, certainly not 75 days. The construction related to this type of project is certainly more complex than conventional construction and "unforeseen "issues and the nature of a historic renovation offer challenges that will make this undertaking strenuous at best. Please be advised ,however that we will expedite to the greatest extent possible and pr~ettt~t~ie work with faithfulness and diligence. Should you 1}-ave any Sincerela~ Ric1~ A.11 President CC Gatorsktch Architects Darren Gray please contact my office. ~ CEI ~