2009-10PROFESSIONAL
SERVICES AGREEMENT
THIS AGREEMENT, made this 26 day of March, 2009, between the City of Clermont, a
Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and
GatorSktch Architects, Inc. whose address is 723 W. Montrose Street, Clermont, FL 34711
(hereinafter referred to as "ARCHITECT").
WITNESSETH
WHEREAS, the CITY is in need of qualified and licensed consulting architect related to the
research and evaluation, programming and schematic design of the CITY's waterfront pavilion park
project;
WHEREAS, the CITY, in accordance with Section 287.055, Florida Statutes, solicited proposals
related to the provision of services related to the waterfront park pavilion project, pursuant to CITY
Request for Qualifications approved by City on November 25, 2008;
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, in consideration of the covenants, representations and agreements herein
contained, the parties agree as follows:
1. SCOPE OF SERVICES: The CITY agrees to and does engage ARCHITECT to serve
as architect related to the research and evaluation, programming and schematic design of the
waterfront park pavilion project, (the "Project") and ARCHITECT agrees to perform for CITY in
such capacity, on the terms and conditions set forth in this Agreement and as more particularly
described in Exhibit "A" hereto. To the extent Exhibit A and the body of this Agreement shall be in
conflict the terms of the body of the Agreement shall prevail. ARCHITECT agrees to perform the
assigned responsibilities and duties faithfully, intelligently, and to the best of its ability, and in the
best interest of CITY during the term of this Agreement. All services provided shall be performed
in accordance with this Agreement and with any and all applicable law, professional standards and
guidelines.
2. AUTHORIZATION TO PROVIDE SERVICES: ARCHITECT shall not be authorized
to provide any services as set forth in the Scope of Services until such time as ARCHITECT has
received written authorization from the City Manager, or his designee, to perform the specific tasks
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set forth in the Scope of Services. In the event that ARCHITECT commences any such services
without such authorization, ARCHITECT expressly acknowledges that it shall not be entitled to
compensation of any kind related to said services.
3. COMPENSATION:
a. ARCHITECT shall be compensated in an amount and in accordance with the due
dates set forth in the compensation schedule set forth in Exhibit "A" for the services identified
therein.
b. 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 ARCHITECT in
accordance with the Scope of Services, and specifically set forth the percent of completion of each
sub-task as listed in the Compensation Schedule (Exhibit "A").
c. 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.
d. CITY shall pay all valid, approved and undisputed invoices with 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.
4. TERM. This Agreement shall take effect when executed by both parties and shall
continue, unless terminated in the manner provided in Section 5 below, until the services
contemplated and authorized in the Scope of Services have been completed, whereupon, it will
automatically expire.
5. TERMINATION.
a. The non-breaching party upon breach of the terms and conditions contained herein
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may terminate this Agreement.
b. Additionally, CITY shall have the right to terminate the agreement upon 30 days
written notice to the ARCHITECT, without cause. In the event of termination by the CITY
pursuant to this section Sa, ARCHITECT shall be compensated in accordance with the services
completed and accepted, as of the date of the termination and as set forth in the Scope of Services
6. USE OF MATERIALS AT TERMINATION. The documents prepared by
ARCHITECT, after the date of execution of this agreement, for the Project are instruments of the
ARCHITECT'S services for use solely with respect to this Project and, unless provided, the
ARCHITECT shall be deemed the author of these documents and shall retain all common law,
statutory and other reserved rights, including copyright. The CITY shall be provided, and shall be
permitted to retain, copies, including reproducible copies, of the ARCHITECT's documents, for the
CITY's reference and use in connection with the Project. The ARCHITECT'S documents shall not
be used by CITY for any purpose other than that related to this Project, unless the ARCHITECT is
in default of this Agreement, or consents in writing to said use.
7. RESPONSIBILITIES OF ARCHITECT. ARCHITECT expressly understands and
agrees that it shall perform all of the services required in the Scope of Services, and further agrees
as follows:
a. It will dedicate and assign sufficient and qualified personnel and staff necessary to
perform the services contemplated herein. Specifically, that ARCHITECT, will assign Jeff J.
Powell to serve as the lead ARCHITECT with regard to the performance of said services.
b. At all times, material to the research and evaluation, programming and schematic
design services related to the project, ARCHITECT shall have supervisory responsibilities for the
completion of the project.
c. ARCHITECT shall perform all services contemplated herein in accordance with all
applicable laws and professional standards, and ARCHITECT specifically warrants and represents
that it has the ability and qualifications to perform as said qualified services.
d. Employees of ARCHITECT or licensed and qualified subcontractors, at
ARCHITECT'S expense shall perform all services. During the term of this Agreement,
ARCHITECT shall provide CITY with periodic notice of any subcontractors providing any of the
contemplated services related to the Project. CITY shall have the right of approval on any and all
subcontractors ARCHITECT may choose to employ.
e. ARCHITECT expressly acknowledges that any and all documents, plans, designs,
specifications related to the project and acquired or created by ARCHITECT shall remain, at all
times the property of CITY. ARCHITECT, therefore, shall preserve and maintain said records and
shall immediately provide copies of them to CITY upon termination of this Agreement.
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8. RESPONSIBILITIES OF CITY. The CITY shall provide full information, as
reasonably directed by ARCHITECT, regarding the requirements of the project. CITY shall
provide said information as expeditiously as necessary for the orderly progress of the Project.
9. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this
Agreement, CITY shall designate a representative authorized to act on behalf of the CITY, as
provided by law, with respect to the Project.
10. INSURANCE PROVIDED BY ARCHITECT.
a. Workers Compensation. ARCHITECT agrees to pay for and maintain in full force
and effect all applicable workers compensation insurance as required by Federal and Florida Law.
b. Professional Liability. ARCHITECT agrees to pay for and maintain in full force and
effect professional liability, including errors and omissions, coverage, in the minimum amount of
$1,000,000 per occurrence.
c. Comprehensive General Liability. ARCHITECT agrees to pay for and maintain
in full force and effect at all times during the term of this Agreement, general and bodily injury
liability and property damage insurance in the policy limits of not less than Five Hundred Thousand
Dollars ($500,000.00) for injuries and damage, including accidental or wrongful death to any one
person and for property damage on any one claim and in an amount not less than One Million
Dollars ($1,000,000.00) for injuries and property damage on account of any one occurrence.
d. Comprehensive Automobile Liability. ARCHITECT agrees to pay for and maintain
in full force and effect at all times during the term of this Agreement, bodily injury liability
insurance in the policy limits of not less than Five Hundred Thousand Dollars ($500,000.00) for
injuries and damage, including accidental or wrongful death to any one person and in an amount not
less than One Million Dollars ($1,000,000.00) for such injuries on account of any one occurrence,
and for property damage in the minimal amount of $100,000 per occurrence.
e. Umbrella Excess) Liability Insurance. ARCHITECT agrees to pay for and
maintain in force and effect at all times during the term of this Agreement, an excess liability policy
in the amount of $2,000,000.00 to provide coverage above and beyond that set forth above, where
available.
f. Proof of Insurance. The originals of the aforementioned policies of insurance, or
certificates of the issuance thereof, shall be delivered to the CITY as evidence of the compliance by
the ARCHITECT with the terms and provisions contained herein. Each of the said insurance
policies shall be issued by a company or companies authorized to do business in the State of Florida
and which have an A.M. Best Company Rating of "A" or better and a Financial Size Category of
"VII" or as otherwise approved by CITY, in its sole discretion. Each policy shall name the CITY as
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an additional insured. The proof of insurance as provided herein, shall be delivered to CITY
initially upon execution of this Agreement and thereafter, within thirty (30) days immediately
following each renewal thereof.
g. Loss of Insurance. If during the period which an insurance company is providing the
coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of
Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best
Rating and Financial Size Category, ARCHITECT shall, as soon as it has knowledge of any such
circumstance, immediately notify CITY and immediately replace the insurance coverage provided
by the insurance company with a different insurance company meeting the requirements of this
Agreement. Until such time as the ARCHITECT has replaced the unacceptable insurer with an
insurer acceptable to CITY, the ARCHITECT shall be deemed in default of this Agreement.
h. Insurance Coverage Not Limitation of Liability. The maintenance of insurance
coverage as provided herein shall not be construed to limit or have the effect of limiting
ARCHITECT's liability to CITY under the provision of any clause or paragraph contained in this
Agreement.
11. INDEMNIFICATION. ARCHITECT agrees to hold harmless and indemnify, including
attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages
or lawsuits for damages, arising from or related to negligent acts, errors or omissions of the
ARCHITECT.
12. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all
purposes within the scope of this Agreement, the relationship of ARCHITECT and CITY is that of
an independent contractor.
13. FORCE MAJEURE. With regard to the performance hereunder, ARCHITECT shall not
be deemed to be in default of this agreement, or have to failed to comply with any term or
conditions herein if, for reasons beyond ARCHITECT'S reasonable control (including, without
limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of
injunctions or requirements for obtaining licenses, permits or other compliance with applicable
laws, rules and regulations), such performance is not reasonably possible within such time periods,
then the time for such performance shall be extended until removal of such reasons beyond
ARCHITECT'S reasonable control, provided that ARCHITECT commences such performance as
soon as reasonably possible and diligently pursues such performance.
14. 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.
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Principal in Charge: Michael Latham, V.P. of Operations
GatorSktch Architects, Inc.
723 W. Montrose Street
Clermont, FL 34711
Fax: 352-394-4827
CITY: City Manager
City of Clermont
P.O. Box 120219
Clermont, FL 34712-0219
14. PROHIBITION AGAINST CONTINGENT FEES.
ARCHITECT warrants that he or she has not employed or retained any company or person,
other than a bona fide employee working solely for ARCHITECT, to solicit or secure this
agreement and that he or she has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for ARCHITECT any fee,
commission, percentage, gift or other consideration contingent upon or resulting from the award of
making of this agreement. For breach or violation of this provision, in addition to any and all
remedies available to CITY, CITY shall have the right to terminate this agreement without liability
and to deduct from the contract price, or otherwise recover, the full amount of such fee,
commission, percentage, gift or consideration.
15. GENERAL PROVISIONS.
a. Attorne. sue. In the event a suit or action is instituted to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court
may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums
provided by law.
b. Waiver. The waiver by CITY 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.
c. Severabilitv. 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.
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d. 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.
e. 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
ARCHITECT.
f. Assi ng_ ment. This Agreement is personal to the parties hereto and may not be
assigned by ARCHITECT, in whole or in part, without the prior written consent of CITY.
g. Venue. The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County, Florida.
h. 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the date first above written.
CITY OF CLERMONT, FLORIDA
Attest:.
B ~~~ 7
Tracy Ac oy ,
City Clerk
B J
Harold S. Turville, Jr.
Mayor
GATORSKTCH, ARCHITECTS, INC.
BY:
Michael Latham, Vice President
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GatorSktch
architects, incorporated
.lanuary 6, 2009
Mr. Wayne Saunders, City Manager
City of Clermont
PO Box 120219
Clermont, FL 34712-0219
RE: PROPOSAL l:OR ARCHITECTURAL SERVICES
Schematic Design Service #or the Waterfront Pavilion
Dear Mr. Saunders,
Thank you for the opportunity to work with you and your staff on this
protect. Based on our meeting with you and Darren Gray, I am pleased to
offer this proposal for your approval:
SCOPE O~ SERVICES
GatorSktch Architects shall hold programming meetings with key city staff
in order to generate a documented program for the Waterfront Pavilion,
possible renovation of the existing Highlander Hut building, and the site
immediately around these two proposed buildings. GatorSktch Architects
will use this approved program to develop Schematic Design documents
as deliverables. These documents wil! ,include a schematic floor plan,
schematic elevations and site plan for the. above scope. The schematic
documents will become part of the design build bid documents in order to
create a specific bidding scope. We wilt be working with a construction
budget of $750,000.00 dollars per our meeting.
SERVICES-
A. Programmin
At this very early stage in developing the protect, the architect
begins with researching all the applicable building & zoning codes
imposed by the governing bodies /agencies, and the site and
environmental conditions. In order to know. what will guide the
design, the "rules" need to be explored and fully defined. We will
host a number of programming meetings with key staff as well as
community members.
723 W. Montrose Street • Clermont, FL 34791 • 352.242.0'129 office • 352.394.4827 fax
wwm-.gatorsktcharchitects.can
Registered Mchltecta: AA 26000595
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B, Schematic Design Documentation:
1. After the programming has been performed, data prepared,
thoroughly discussed, and examined by the design team and
the owner, the protect enters the Schematic Design Phase.
The Architect starts with rough diagrams of programmed
spaces, functions, and pedestrian circulation, and to define
the amount of area that could be accommodated on the site
by each of the proposed functions. Protect design at this
level is for establishing design concept and scope only.
2. Sketch plans are then prepared, showing the general
arrangement of areas, defining the floor plan and how the
functions on that floor relate to the pedestrian circulation.
The floor plan is designed in preliminary form, to define
specific areas and to further define the protect scope. During
this phase, the Architect is using rolls of sketch paper and is
revising and refining sketches until one or more solutions
are developed which meet the needs of the protect. The
Architect will prepare up to Three (3) schematic submittals for
your review and approval.
3. The schematic drawings usually include small scale drawings
of the floor plan, exterior elevations, Interior elevations and
immediate site plan.
4. Deliverables submitted to the City shall be included in the
bid documents for the Design /Build phase as they see fit.
Water Front Pavilion:
GatorSktch Architects will develop a schematic floor plan and elevation
of the proposed pavilion, based on the approved protect program. This
will Include the input of our Acoustical Engineer to accommodate the
pavilion's possible future functions requiring sound equipment and the
effects of The sound from those venues on the surrounding residential
community. The pavilion will include a performance stage, storage,
seating for 350 people in chairs, and a rest room facility.
Highlander Hut:
GatorSktch Architects will use the approved program to develop a
schematic floor plan and elevation #or the possible renovation of this
building. This renovation will include an exterior facade to match the
exis#ing City of Clermont water front architectural style, bring bathrooms
to current ADA standards, bring al! life safety issues up to current code,
include the kitchen area remodel, mechanical system upgrade and the
possible addition of a small office intended to be used by community
groups hosting events in this building.
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Water Front Park:
GatorSktch Architects will use the approved program to develop a
schematic site plan for the immediate area around the Water front
pavilion and Highlander Hut which will coordinate possible pedestrian
walk ways, delivery access to this area, coordination of proposed park
site lighting being provided under another contract with future sound /
PA system housed in Highlander Hut. This will include the input from our
consultant Acoustical Engineer to accommodate the sound / PA system to
.serve this area of the Water- Front Park. The sound from those. venues
and the impact on the. surrounding residential community shall be
considered.
DESIGN DEVELOPMENT AND DOCUMENTATION:
Future selected Design /Buiid Team -not part of this contract
CONSTRUCTION DOCUMENTATION PREPARATION:
Future selected Design /Build Team -not- part of this contract
Perming
Future selected Design /Build Team -not part of this contract
CONTRACT ADMINISTRATION SERVICES:
Future selected Design /Buiid Team -not paH of this contract
SCHEDULE OF SERVICES
Architectural and En ineerin Basic Services:
Research and Evaluation 1 weeks
:Programming 1 weeks
Schematic Design Development 3 weeks
Total Protect Time 5 weeks
Above sched~/e of services does not inc/ude or
a//ow for approves/ times required by /oca/
authorities having jurlsdicfion, or time required
for phasing of construction.
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BASIS OF COMPENSATION
Basic Services: The basis for compensation is a stipulated sum, based on
the scope of-work defined herein and based upon an average degree of
design and construction quality required by the Owner.
Architectural and En ineerin Services:
A. Programming & Schematic Design $ 15,500.00
Total -Architectural and Engineering Services $ 15,500.00
Su lementaf Services:
Hourly Rates for Additional Services: (with written prior approval from
Owner)
A. Principal Architect $ 150.00 per hour
B. Protect Architect $ 120.00 per hour
C. Administrative/Field Architect $ 110.00 per
hour
D. Design Architect $ 85.00 per hour
E. Technical Drafting $ 65.00 per hour
F. Clerics! Time $ 50.00 per hour
G. Graphic Computer Time $ 50.00 per hour
REIMBURSABLE EXPENSES:
Overnight Deliveries
Courier Services
Mileage
Postage
$ at cost
$ at cost
$ .50 /mile
$ at cost
Any other Out-of Pocket expenses required for. this project at cost with
prior written approval by the owner.
r
• X11
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QUALIFICATIONS
Fees quoted herein are presented with the following qualifications:
1. Sales tax on professional services, if imposed by Florida state
authorities, shall be in addition to the professional fees stated
herein.
2. This proposal includes the services of architects, and acoustical
engineers
Your concurrence and return of this Agreement for Professional Services
will constitute a contract between us and also serve as a "Notice to
Proceed."
We value your business and look forward to a very successful project.
Please contact us if you have any questions.
Sincerely,
Michael Latham
V.P. of Operations
APPROVED: e54/�
Authorized Signature Date
For the City of Clermont
Print Name: AOofCl (7 - API /lie
Title J