Contract 2020-066A#2020-66-A
PROFESSIONAL ARCHITECTURAL SERVICES AGREEMENT NO. a —(
FOR NEW FIRE STATION #2
THIS AGREEMENT is made and entered into as of this I J day of aci:Q�cc
2020, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the
laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida,
(hereinafter referred to as "CITY") and WANNEMACHER JENSEN ARCHITECTS, INC.,
whose address is: 180 Mirror Lake Dr. North, St. Petersburg, FL 33701, (hereinafter referred to as
"ARCHITECT").
WITNESSETH
WHEREAS, the CITY is in need of a qualified and licensed ARCHITECT services related to the
design of the new Public Works Facility;
WHEREAS, the CITY, in accordance with Section 287.055, Florida Statutes, solicited proposals for
professional services as more fully described and set forth in RFQ 20-022 titled Architectural Services
for Fire Station #2; and
WHEREAS, the ARCHITECT submitted a proposal to provide said services and has represented to
CITY that it is qualified and desires to perform said services in accordance with the terms and
conditions contained herein, and all applicable law and professional standards;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.0 TERM
1.1 This Agreement is to become effective upon execution by both parties, and shall remain in
effect until final project completion, unless terminated as provided herein.
1.2 The term of any task authorization/work order, as described in Section 2 hereof shall be as
set forth in such task authorization/work order, and all of the terms and conditions of this
Agreement shall survive until completion of all task authorizations/work orders.
2.0 DESCRIPTION OF SERVICES
2.1 It is expressly understood and acknowledged that nothing herein shall obligate or guarantee
to ARCHITECT any Agreement or task authorization and CITY expressly reserves the
right to exercise its option to issue any such Agreements to any qualified firm or entity in
accordance with all applicable laws, ordinances, policies and/or regulations.
2.2 The CITY shall make request of ARCHITECT to provide professional architectural and
other related consulting services on a task basis. The CITY will communicate with
ARCHITECT, verbally or in writing, a general description of the task to be performed.
The ARCHITECT will generate a detailed Scope of Work document, prepare a Schedule,
and prepare a lump sum fee to accomplish the task, and send the thus developed "Task
Proposal" to the CITY. If a site visit by ARCHITECT is needed to generate the scope
document, ARCHITECT shall request approval prior to visiting the site. The CITY will
review the proposal, and if the description is mutually acceptable, the parties will enter into
a written "task authorization or work order". The Scope of Services generally to be
provided by the ARCHITECT shall be as provided and contemplated by the CITY in that
certain Architectural Services for Fire Station #2, RFQ 20-022, and ARCHITECT'S
response thereto, which are expressly incorporated herein and made a part hereof as if
restated.
2.3 ARCHITECT shall not be authorized to proceed until the CITY has issued a Notice to
Proceed to the ARCHITECT. Upon receipt of the signed Task Authorization and a Notice
to Proceed from the CITY, the ARCHITECT shall perform the services set forth in the task
authorization/work order.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 CITY may make changes in the services at any time by giving written notice to
ARCHITECT. If such changes increase (additional services) or decrease or eliminate any
amount of work, CITY and ARCHITECT will negotiate any change in total cost or
schedule of modifications. If the CITY and ARCHITECT approve any change, the task
authorization/work order will be modified to reflect the changes; and ARCHITECT shall
be compensated for said services in accordance with the terms of Article 5.0 herein. All
change orders shall be authorized in writing by CITY'S and ARCHITECT'S designated
representatives.
3.2 All of CITY' S said task authorizations/work orders and amendments thereto shall be
performed in strict accordance with the terms of this Agreement insofar as they are
applicable.
4.0 SCHEDULE
4.1 ARCHITECT shall perform services in conformance with the mutually agreed upon
schedule set forth in the negotiated task authorization. ARCHITECT shall complete all of
said services in a timely manner and will keep CITY fully informed of the status of work
on a reasonable basis in relation to the scope of the project or at least monthly. Should
ARCHITECT fall behind the agreed upon schedule, it shall employ such resources so as to
comply with the agreed upon schedule at no additional cost to the CITY.
4.2 No extension for completion of services shall be granted to ARCHITECT without CITY' S
prior written consent, except as provided in Sections 3.1 and 20.0 herein.
5.0 METHOD OF PAYMENT FOR SERVICES AND EXPENSES
5.1 DEFINITIONS:
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5.2
5.1.1 The "ARCHITECT's Professional Services Fee Schedule" as set forth in Exhibit
"A", attached hereto and incorporated herein, are used as a basis for payment for
services pursuant to Paragraphs 2.0 and 3.0. These fee schedules shall include
wages, salaries, taxes, insurance, overhead and profit. The hourly salary rates set
forth in the Fee Schedule are firm for the initial term of the contract (3 years), but
are subject to an equitable adjustment that is to be negotiated prior to the renewal
of the Agreement. Any adjustments to the Fee Schedule must be mutually agreed
to by the CITY and ARCHITECT.
5.1.2 The "ARCHITECT's Reimbursable Expenses Schedule" as set forth in Exhibit
"B", attached hereto and incorporated herein, as provided by the ARCHITECT, is
used as the basis for payment for actual costs of all reimbursable expenses incurred
in connection with the services rendered.
Reimbursable expenses are limited to: printing, travel (not ordinary to the project)
and the purchase of specialized software or equipment specific to the task
authorization, which are directly in connection with the project and been pre -
approved by the City. Said reimbursable expenses shall be passed through at a cost
factor of 1.0.
5.1.3 The "Deliverables" are defined as plans, reports, findings, specifications, or
anything else that is the end product or work performed by the ARCHITECT or the
CITY. ARCHITECT shall, within such time constraints as may be set forth in the
work order, submit to CITY the deliverables as identified in the work order; and
ARCHITECT shall, upon completion of all work, submit to the CITY all
information developed in the course of the consulting services. ARCHITECT shall,
upon request by CITY and upon completion or termination of this Agreement,
deliver to CITY all material furnished to ARCHITECT, provided the CITY
identifies those materials in writing.
PAYMENT/COMPENSATION:
CITY agrees to pay or compensate the ARCHITECT for the professional services
performed on each task authorization/work order in accordance with one of the following
methods, unless otherwise provided herein or in the task authorization/work order.
5.2.1 Lump sum cost based upon the "ARCHITECT's Professional Services Fee
Schedule."
5.3 SERVICES -ADDITIONAL: CITY shall pay ARCHITECT as follows:
5.3.1 Professional Associates, ARCHITECTS and/or Subcontractors: For services and
expenses of independent associates, ARCHITECTS and/or subcontractors
employed by ARCHITECT, the amount invoiced to ARCHITECT times a factor of
1.0 for invoices to the CITY.
5.3.2 Expert Witness: For any litigation, arbitration or other legal or administrative
proceeding for any time spent in preparation for such litigation, for on the same
basis as set forth in Paragraph 5.1 and 5.3.1.
5.4 Times of Payments: At monthly intervals, ARCHITECT shall submit statements for
services, additional services rendered and for reimbursable expenses incurred. The
statements will be based upon ARCHITECT'S actual manpower expended and actual
expenses incurred within the billing period.
5.4.1. As a condition precedent to receiving payment, ARCHITECT shall have been
authorized to proceed by CITY, shall not be in default of any of the terms and
conditions of this Agreement and shall provide to CITY an invoice. The invoice
shall be forwarded to CITY, no more frequently than once per month, and signed
by an authorized representative of ARCHITECT related to the applicable monthly
installment payment. The invoice shall include a statement identifying the period
for which it applies and the sub -tasks or portions thereof, completed by the specific
task authorization/work order, and specifically set forth the percent of completion
of each sub -task for which compensation is being requested.
5.4.2. All invoices submitted for compensation shall include a statement by ARCHITECT
that states as follows:
"This statement sets forth only actual time spent by the firm's employees and does
not contain any unit billing, multipliers, or other devices that permit payment for
more than actual time spent."
5.4.3. CITY shall pay all valid, approved, and undisputed invoices within thirty (30) days
of receipt from ARCHITECT. In the event that CITY disputes any invoice
submitted, it shall advise ARCHITECT, in writing, and said invoice shall not be
deemed due and payable under this Agreement. Neither the CITY'S review,
approval or acceptance of, nor payment for, any services provided hereunder shall
be construed to operate as a waiver of any rights under this Agreement and the
ARCHITECT shall be liable to CITY for any and all damages to CITY caused by
the ARCHITECT'S negligent or wrongful performance of any of the services
furnished under this Agreement.
5.5 Other Provisions Concerning Payments:
5.5.1 In the event of termination by CITY under Section 19.0 during the performance of
the services, payments due ARCHITECT up to the point of termination, including
payments for services rendered, and all costs incurred shall constitute total payment
for such services.
5.5.2 Records of ARCHITECT's Salary Costs and Expenses pertinent to ARCHITECT'S
compensation under this Agreement will be kept in accordance with generally
accepted accounting principles. These records will be made available to CITY for
audit upon request by CITY. Copies will be made available to CITY on request
prior to final payment for ARCHITECT'S services.
5.5.3 A separate invoice must be submitted for each individual task authorization.
Invoices must show a breakdown of the number of hours worked by each person
charging time to the task authorization, hourly salary cost and any reimbursable
expenses.
6.0 RIGHT TO INSPECTION
6.1 CITY or its agents shall at all times have the right to review or observe the services
performed by ARCHITECT.
6.2 No inspection, review, or observation shall relieve ARCHITECT of its responsibility under
this Agreement.
7.0 SAFETY
7.1 ARCHITECT agrees to comply with CITY'S published safety standards while on the
property of CITY. A copy of these standards is provided in Exhibit "C", attached hereto
and incorporated herein.
7.2 ARCHITECT shall have full responsibility and assume all liability for the safety and
supervision of its employees while performing services provided hereunder.
8.0 REASONABLE ACCESS
During the term of this Agreement, CITY shall grant ARCHITECT reasonable access to
the CITY' S premises for purposes of fulfilling its obligations under this Agreement.
9.0 INSURANCE AND HOLD HARMLESS/INDEMNIFICATION
ARCHITECT and/or any CITY approved subcontractors or sub ARCHITECTs shall
maintain in force during the term of this Agreement, at its own expense, insurance as set
forth below and shall be bound by the terms of the Hold Harmless/Indemnification
provisions expressed therein.
Worker's Compensation — as required by applicable state statute.
Commercial General Liability - $1,000,000 per occurrence for bodily injury, including
death and property damage and $2,000,000 in the aggregate. The General Liability policy
shall include the commercial form, contractual liability and independent contractor's
coverage.
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Automobile Liability - $1,000,000 combined single limit for bodily injury and property
damage. The Automobile Liability policy shall include the business form, owned, hired
and non -owned coverage.
Professional Liabili E&O - $1,000,000 each claim and in the aggregate.
Property Coverage — Property coverage in limits sufficient to remedy the loss, and/or loss
of use of, valuable papers and records, and any other property of the party utilized in
connection with the City.
The General Liability and Automobile Liability shall each contain an endorsement naming
the City as an additional insured as to any liability arising out of insured party's
performance pursuant to this Agreement. The Worker's Compensation and Employer's
Liability coverage shall contain an endorsement waiving subrogation as against the City.
Indemnification — ARCHITECT shall indemnify and hold harmless and defend the Client
and its employees from any liability, settlements, loss of costs of any kind, whether actual
or threatened, (including reasonable attorney's fees and cost of defense) to the extent
caused by the negligent act, error or omission of ARCHITECT in the performance of
services under this Agreement.
10.0 COMPLIANCE WITH LAWS AND REGULATIONS
ARCHITECT shall comply with all requirements of federal, state and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of this Agreement.
11.0 REPRESENTATIONS
11.1 ARCHITECT represents that the services provided hereunder shall conform to all
requirements of this Agreement, RFQ 20-022 and ARCHITECT'S response thereto; shall
be consistent with recognized and sound professional architectural/engineer practices and
procedures; and shall conform to the customary standards of care, skill, and diligence
appropriate to the nature of the services rendered.
11.2 ARCHITECT represents that the personnel furnishing such services shall be qualified and
competent to perform the services assigned to them and that such guidance given by and
the recommendations and performance of such personnel shall reflect their best
professional knowledge and judgment.
11.3 Subject to the provisions of this Section, should ARCHITECT breach the warranties set
forth herein, CITY shall have such remedies as may be provided at law or equity.
11.4 Without limiting the generality of the foregoing, if the ARCHITECT completes its services
under any task authorization entered into hereunder, and the ARCHITECT'S services are
non -complying, defective, or otherwise improperly performed and CITY notifies
ARCHITECT in writing that a defect, error, omission or noncompliance has been
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discovered in ARCHITECT'S services, ARCHITECT shall, at the option of CITY: a)
correctly re -perform such non -complying, defective, or otherwise improperly performed
services at no additional cost to CITY; b) refund the amount paid by CITY attributable to
such non -complying, defective or otherwise improperly performed services; or c) if
ARCHITECT fails to take action under a) above, at ARCHITECT'S sole expense,
otherwise cure or have cured any such non -complying, defective, or otherwise improperly
performed services.
11.5 The only representations made by ARCHITECT are those expressly enumerated in this
provision. Any other statements of fact or descriptions expressed in the Agreement or any
attachments thereto, shall not be deemed to constitute a warranty of the work or any part
thereof.
12.0 GUARANTEE AGAINST INFRINGEMENT
ARCHITECT guarantees that all services provided under this Agreement shall be free from claims
of patent, copyright, and trademark infringement. Notwithstanding any other provision of this
Agreement, ARCHITECT shall indemnify and hold harmless CITY, its officers, directors,
employees, agents, assigns, and servants from and against any and all liability, including expenses,
legal or otherwise, for actual infringement of any patent, copyright, or trademark resulting from
the use of any goods, services, or other items provided under this Agreement. Notwithstanding
the foregoing, ARCHITECT may elect to provide non -infringing services.
13.0 DOCUMENTS
13.1 Upon CITY'S or its designated Project Manager's request, at any time during the term of
this Agreement or upon completion or termination of this Agreement, ARCHITECT shall
provide CITY or its designated Project Manager with a copy of all documents and
electronic files prepared by ARCHITECT under this Agreement or any Task Authorization
hereunder. CITY understands that re -use of any documents for any other purposes, shall
be at the CITY' S own risk.
13.2 The parties acknowledge that the CITY is a Florida municipal corporation and subject to
the Florida Public Records Law, therefore, to the extent applicable to it, ARCHITECT
agrees to comply with the terms thereof with regard to any and all documents related to the
CITY.
13.3 Drawings, specifications, reports, program, manuals, calculations, supporting design
documentation or other documents, including all documents on electronic media, provided
by the ARCHITECT or their sub-ARCHITECTs, prepared under this Agreement shall be
come property of the CITY. Conformed documents, record documents and final written
documents shall be provided electronically in a form specified by the CITY. The CITY
agrees to release ARCHITECT from any liability that may result from the re -use of
documents or modifications thereof, by the CITY of its representatives for any other
purpose other than the original intent of this Agreement, without written authorization by
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the ARCHITECT. ARCHITECT will retain all common law, statutory, and other reserved
rights, including the copyright thereto.
14.0 ASSIGNMENT
14.1 ARCHITECT shall not assign or subcontract this Agreement, any task authorization
hereunder, or any rights or any monies due or to become due hereunder without the prior,
written consent of CITY.
14.2 If, upon receiving written approval from CITY, any part of this Agreement is subcontracted
by ARCHITECT, ARCHITECT shall be fully responsible to CITY for all acts and/or
omissions performed by the subcontractor as if no subcontract had been made.
14.3 If CITY determines that any subcontractor is not performing in accordance with this
Agreement, CITY shall so notify ARCHITECT who shall take immediate steps to remedy
the situation.
14.4 If any part of this Agreement is subcontracted by ARCHITECT, prior to commencement
of any work by the subcontractor, ARCHITECT shall require the subcontractor to provide
CITY and its affiliates with insurance coverage as set forth by the CITY' S Risk
Management.
15.0 INDEPENDENT ARCHITECT
At all times during the term of this Agreement, ARCHITECT shall be considered an independent
ARCHITECT.
16.0 CONFLICT OF INTEREST
ARCHITECT shall not undertake any task on behalf of the CITY where ARCHITECT has a
conflict of interest arising out of a part or present professional relationship with another client.
The ARCHITECT shall notify the CITY in writing of any conflict of interest or potential conflict
of interest should arise.
17.0 DEFAULT
If during the term of this Agreement, ARCHITECT shall be in default of any of the material
provisions of this Agreement, CITY may suspend its performance hereunder until such
delinquency or default has been corrected; provided, however that no suspension shall be effective
unless and until CITY gives written notice of the default to ARCHITECT with at least ten (10)
days to cure such default. If ARCHITECT fails to correct such delinquency or default within thirty
(30) days of suspension by CITY, CITY may terminate this Agreement.
18.0 TERMINATION
Notwithstanding any other provision of this Agreement, CITY may, upon written notice to
ARCHITECT, terminate this Agreement if: a) without cause and for convenience upon thirty (30)
days written notice to ARCHITECT; b) ARCHITECT is adjudged to be bankrupt; c) ARCHITECT
makes a general assignment for the benefit of its creditors; d) ARCHITECT fails to comply with
any of the conditions of provisions of this Agreement; or e) ARCHITECT is experiencing a labor
dispute, which threatens to have a substantial, adverse impact upon performance of this
Agreement, without prejudice to any other right or remedy CITY may have under this Agreement.
In the event of such termination, CITY shall be liable only for the payment of all unpaid charges,
determined in accordance with the provisions of this Agreement, for work, properly performed
and accepted prior to the effective date of termination.
19.0 FORCE MAJEURE
Any delay or failure of either party in the performance of its required obligations hereunder shall
be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion; riot; war;
sabotage; strikes; extraordinary breakdown of or damage to CITY'S affiliates' generating plants,
their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order
by any regulatory agency; or cause or causes beyond the reasonable control of the party affected;
provided that prompt notice of such delay is given by such party to the other and each of the parties
hereunto shall be diligent in attempting to remove such cause or causes. If any circumstances of
Force Majeure remain in effect for sixty (60) days, either party may terminate this Agreement.
20.0 GOVERNING LAW & VENUE
This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance
with the laws of the State of Florida. Venue shall be Lake County, Florida, or the United States
District Court in and for the Middle District of Florida.
21.0 HEADINGS
Paragraph headings are for the convenience of the parties only and are not to be construed as part
of this Agreement.
22.0 SEVERABILITY
In the event any portion or part of this Agreement is deemed invalid, against public policy, void,
or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment
in the affected provision of this Agreement. The validity and enforceability of the remaining parts
thereof shall otherwise be fully enforceable.
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, condition, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
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23.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by a duly authorized representative of each parry
hereto.
24.0 THIRD PARTY RIGHTS
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than
CITY and ARCHITECT.
25.0 PROHIBITION AGAINST CONTINGENT FEES
ARCHITECT warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the ARCHITECT, to solicit or secure this Agreement, and
that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other
than a bona fide employee working solely for the ARCHITECT, any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award or making of this
Agreement.
26.0 ENTIRE AGREEMENT
Except as otherwise state, this Agreement, including the schedules, attachments, appendixes and
exhibits attached hereto, constitutes the entire Agreement between CITY and ARCHITECT with
respect to the services specified and all previous representations relative thereto, either written or
oral, are hereby annulled and superseded.
27.0 SOVEREIGN IMMUNITY
Nothing contained in the Agreement shall be construed as a waiver of the CITY' S rights to
sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the
CITY' S potential liability under state or federal law.
28.0 NOTICE
Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 West Montrose Street
Clermont, Florida
ARCHITECT: Wannemacher Jensen Architects, Inc.
Attn: Jason Jensen, President
180 Mirror Lake Dr.
St. Petersburg, FL 33701
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Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other parry in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this J3 day of
CC420 b e r , 2020.
City C7lermont
A mob,
Attest:
Tracy Ackroyd Howe, City Clerk
A E HER JENSEN ARCHITECTS, INC.
By:
(Sig ture)
(Name & Title Printed or Typed)
Attest:
GAS !li'Ittic/
(Name Printed or Typed)
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