HomeMy WebLinkAbout2021-126AAGREEMENT FOR PROFESSIONAL SERVICES for
Sandridge Clubhouse Architectural Design Services — RFQ 2021020 —
Master Plan Study Phase
THIS AGREEMENT for PROFESSIONAL SERVICES ("Agreement"), entered into
as of this 14th day of September, 2021 by and between INDIAN RIVER COUNTY, a
political subdivision of the State of Florida, whose address is 180127 th Street, Vero Beach FL
32960 ("COUNTY"), and SUN PATRICK ARCHITECTURE, INC, DBA sparcdesign
("Consultant") -
BACKGROUND RECITALS:
A. In accordance with the Consultants' Competitive Negotiations Act, Section
287.055, Florida Statutes, the COUNTY solicited, evaluated and developed ranking of firms
to provide Sandridge Clubhouse Architectural Design Services ("Project"), based on
statement of qualifications received in response to Request for Qualifications 20121020.
B. As a result of its response, the County has selected Consultant to provide
certain professional services relating to Sandridge Clubhouse Architectural Design Master
Plan Study Phase Services ("Services") as more fully set forth in the Proposal for Mater Plan
Study, attached as `Exhibit A" to this Agreement and made a part hereof by reference.
C. The Consultant is willing and able to perform the Services for the COUNTY on
the terms and conditions set forth below; and
D. The COUNTY and the Consultant wish to enter into this Agreement for the
Consultant's Services for the Project.
NOW THEREFORE, in recognition and consideration of the above Recitals, which are
not merely prefatory, but are incorporated by reference as though fully set forth herein and form
part of the consideration, terms and conditions of this Agreement, and in accordance
with the mutual covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows -
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ollows:
1. GENERAL.
1.1 The Background Recitals are true and correct and form a material part of this
Agreement.
1.2 All professional services provided by the Consultant for the COUNTY shall be
as identified in Exhibit A. The parties agree that the not to exceed services rates in Section III.
Payment and Compensation of Exhibit A are the basis to be used for billing purposes and that
Consultant's compensation is the total lump sum as set forth in paragraph 5.1. Consultant's
services will be performed in a timely, efficient, cost effective manner. In the performance of
professional services, the Consultant will use that degree of care and skill ordinarily exercised
by other similar professionals in the field under similar conditions in similar localities. The
Consultant will use due care in performing its services and will have due regard for acceptable
architectural design standards and principles. Consultant's standard of care shall not be
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altered by the application, interpretation, or construction of any other provision of this
Agreement.
1.3 Additional services which would increase, decrease or which are otherwise
outside the scope of Services or level of effort contemplated by the Exhibits shall be
Services for which the Consultant must obtain the prior written approval of the COUNTY as
provided by this Agreement. All terms for the performance of such Services must be agreed
upon in a written document prior to any deviation from the terms of the Agreement, and when
properly authorized and executed by both the Consultant and the COUNTY shall become
an amendment to the Agreement.
2. COUNTY OBLIGATIONS.
2.1 The COUNTY will provide the Consultant with a copy of any preliminary data
or reports available as required in connection with the work to be performed under this
Agreement, together with all available drawings, surveys, right-of-way maps, and other
documents in the possession of the COUNTY pertinent to the Project and as otherwise
provided in Exhibit A. The Consultant is responsible for bringing to the COUNTY's
attention, for the COUNTY's resolution, material inconsistencies or errors in such data that
are made known to the Consultant, but Consultant is not responsible for discovering errors,
omissions, or inconsistencies in the drawings or data provided.
2.2 The COUNTY shall arrange for access to, and make provisions for the
Consultant to enter upon, public and private property (where required) as necessary for the
Consultant to perform its Services, upon the timely written request of Consultant to COUNTY.
2.3 The COUNTY shall promptly execute all permit applications necessary to the
Project.
2.4 The COUNTY shall examine any and all reports, sketches, proposals and other
documents presented by the Consultant, and render, in writing, decisions pertaining thereto
within a reasonable time.
2.5 Approval by the COUNTY of any of the Consultant's work, including but not
limited to written reports, or any work products of any nature whatsoever furnished
hereunder, shall not in any way relieve the Consultant of responsibility for the technical
accuracy and adequacy of the work. Neither the COUNTY's review, approval or acceptance
of, or payment for, any of the Services furnished under this Agreement shall be construed to
operate as a waiver of any rights under this Agreement or of any cause of action arising out
of the performance of this Agreement. The Consultant shall be and remain liable in
accordance with all applicable laws for all damages to the COUNTY caused by the negligent
performance by the Consultant of any of the Services furnished under this Agreement.
2.6 The COUNTY reserves the right to appoint one or more County Project
Managers for the specific Services in connection with this Agreement. The Project
Manager shall: (a) act as the COUNTY's agent with respect to the Services rendered
hereunder; (b) transmit instructions to and receive information from the Consultant; (c)
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communicate the COUNTY's policies and decisions to the Consultant regarding the
Services; and (d) determine, initially, whether the Consultant is fulfilling its duties,
responsibilities, and obligations hereunder.
2.7 The COUNTY shall give prompt written notice to the Consultant whenever the
COUNTY observes or otherwise becomes aware of any development that affects the timing or
delivery of the Consultant's Services. If the Consultant has been delayed in completing its
Services through no fault or negligence of either the Consultant or any sub- consultant, and, as
a result, will be unable to perform fully and satisfactorily under the provisions of this
Agreement, then the Consultant shall promptly notify the Project Manager. In the
COUNTY's sole discretion, and upon the submission to the COUNTY of evidence of the causes
of the delay, this Agreement shall be modified in writing, subject to the COUNTY'S rights to
change, terminate, or stop any or all of the Services at any time in accordance with this
Agreement.
.2.8 The Consultant shall not be considered in default for a failure to perform if such
failure arises out of causes reasonably beyond the Consultant's control and through no fault or
negligence of the Consultant. The parties acknowledge that adverse weather conditions, acts
of God, or other unforeseen circumstances of a similar nature, may necessitate
modifications to this Agreement. If such conditions and circumstances do in fact occur, then
the COUNTY and Consultant shall mutually agree, in writing, to the modifications to be
made to this Agreement.
3.1 The Consultant agrees to perform all necessary Services as outlined in Exhibit
A, in connection with the assigned Project(s) as set forth in this Agreement.
3.2 The Consultant agrees to complete the Project in a timely manner and within a
mutually agreed upon schedule, as may be modified from time to time.
3.3 The Consultant will maintain an adequate staff of qualified personnel and
assign them to work on the project as necessary to complete the agreed upon scope of
services.
3.4 The Consultant will comply with all present and future federal, state, and local
laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed
under this Agreement.
3.5 The Consultant, as a part of the consideration hereof, does hereby covenant and
agree that: (1) in connection with the furnishing of Services to the COUNTY hereunder, no
person shall be excluded from participation in, denied the benefits of, or otherwise subjected
to discrimination in regard to the services to be performed by Consultant under this
Agreement on the grounds of such person's race, color, creed, national origin, religion,
physical disability, age or sex; and (2) the Consultant shall comply with all existing requirements
concerning discrimination imposed by any and all applicable local, state, and federal rules,
regulations, or guidelines, as such rules, regulations, or guidelines may be from time to time
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amended.
3.6 The Consultant shall, during the entire term of this Agreement, procure and keep
in full force, effect, and good standing any and all necessary licenses, registrations, certificates,
permits, and any and all other authorizations as are required by local, state, or federal law,
in order for the Consultant to render its Services as described in this Agreement. The
Consultant shall also require all sub -consultants to comply by contract with the provisions of
this section.
3.7 The Consultant will cooperate fully with the COUNTY in order that all
phases of the work may be properly scheduled and coordinated.
3.8 The Consultant will cooperate and coordinate with other COUNTY
consultants, as directed by the COUNTY.
3.9 The Consultant shall report the status of the Services under this Agreement to
the County Project Manager upon request and hold all related work open to the review
of the County Project Manager or his authorized agent at any time, upon reasonable
request.
3.10 All documents, reports, field books, survey notes and information, and other data
developed by the Consultant for the purpose of this Agreement, are and shall remain the
property of the COUNTY. The foregoing items will be created, maintained, updated, and
provided in the format specified by the County. When all work contemplated under this
Agreement is complete, all of the above data shall be delivered to the County Project Manager.
3.11 The Consultant will confer with the COUNTY during the project(s) for which the
Consultant has provided Services, and the Consultant will make corrections to the
Consultant's Work Product, based on the Scope of Services Defined in Exhibit A, at no
additional cost to the COUNTY, within thirty (30) calendar days of notice by the COUNTY,
or upon a determination of the Consultant that corrections are needed, whichever event shall
first occur.
3.12 The Consultant agrees to maintain complete and accurate books and
records ("Books"), in accordance with sound accounting principles and standards for all
Services, costs, and expenditures under this Agreement. The Books shall identify the
Services rendered during each month of the Agreement and the date and type of each
Project -related expense. The COUNTY shall have the right, at any reasonable time and
through any of its designated agents or representatives, to inspect and audit the Books for
the purpose of verifying the accuracy of any invoice. The CONSULTANT shall retain the
Books, and make them available to the COUNTY as specified above, until the later of three (3)
years after the date of termination of this Agreement, or such longer time if required by
any federal, state, or other governmental law, regulation, or grant requirement.
3.13 The Consultant shall not assign or transfer any work under this Agreement
without the prior written consent of the COUNTY. However, the Consultant is permitted to
retain sub -consultants to perform work under this Agreement. When applicable and upon
receipt of such consent from the COUNTY, the Consultant shall cause the names of the
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professional subconsultant firms responsible for the major portions of each separate specialty of
the work to be inserted on the reports or other data.
3.14 All documents, prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein and are not intended or represented to be
suitable for reuse by the COUNTY or others on any other project. Reuse of any documents
prepared by the Consultant is prohibited and shall be at the COUNTY's own risk. The
Consultant shall not be held liable for any modifications made to the documents by others.
3.15 Consultant is registered with and will use the Department of Homeland
Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all
newly hired employees for the duration of this agreement, as required by Section 448.095,
F.S. Consultant is also responsible for obtaining proof of E -Verify registration and utilization
for all subconsultants.
4. TERM: TIME FOR COMPLETION.
4.1 The time for completion of the Project shall be defined in Exhibit A.
5. COMPENSATION.
5.1 The COUNTY shall pay to the Consultant a mutually agreed professional fee of
TWENTY-FIVE THOUSAND DOLLARS, to be paid in monthly installments or on a
deliverable basis, all as set forth in Exhibit A. Invoices shall be submitted to the County
Project Manager, in detail sufficient for proper prepayment and post payment audit. Upon
submittal of a proper invoice the County Project Manager will determine if the tasks or
portions thereof have been satisfactorily completed. Upon a determination of satisfactory
completion, the County Project Manager will authorize payment to be made. All payments
for services shall be made to the CONSULTANT by the COUNTY in accordance with the
Florida Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida
Statutes, et seq.).
5.1.1 The Consultant acknowledges and agrees that it will not be reimbursed for travel
within the State of Florida, except for standard government mileage rates for the Architect's
employees and consultants, associated with its Services on this Project.
5.1.2 The COUNTY shall make direct payment of all permit fees paid to regulatory
agencies for approvals directly attributable to the Services under the Project. These permit
fees do not include those permits required for any construction contractor.
5.2 The COUNTY may at any time notify the Consultant of requested changes to
the Services, and thereupon the COUNTY and the Consultant shall execute a mutually
agreeable amendment to this Agreement.
5.3 The COUNTY shall have the sole right to reduce or eliminate, in whole or in part,
any portion of the Services under Exhibit A at any time and for any reason, upon written notice
to the Consultant specifying the nature and extent of the reduction. In such event, the
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Consultant shall be paid for the Services already performed and also for the Services
remaining to be done and not reduced or eliminated, upon submission of invoices as set
forth in this Agreement.
5.4 The COUNTY may, at any time and for any reason, direct the Consultant to
suspend Services, in whole or in part under this Agreement. Such direction shall be in writing,
and shall specify the period during which Services shall be stopped. The Consultant
shall resume its Services upon the date specified, or upon such other date as the COUNTY
may thereafter specify in writing. Where the COUNTY has suspended the services under this
Agreement for a period in excess of six (6) months, the compensation of Consultant for such
suspended Services may be subject to modification. The period during which the Services
are stopped by the COUNTY shall be added to the time of performance of this Agreement.
6.1 If services in addition to the Services provided hereunder are required or
desired by the County in connection with the Project, the COUNTY may, at the sole option of
the COUNTY: separately obtain same outside of this Agreement; or request the Consultant
to provide, either directly by the Consultant or by a sub -consultant, such additional services
by a written amendment to this Agreement.
7. INSURANCE AND INDEMNIFICATION.
7.1 The Consultant shall not commence work on this Agreement until it has
obtained all insurance required under this Agreement and such insurance has been
approved by the County's Risk Manager.
7.2 Consultant's insurance coverage shall be primary.
7.3 All required insurance policies shall be placed with insurers licensed to do
business in Florida and with a Best's rating of A VII or better.
7.4 The insurance policies procured shall be occurrence forms, not claims made
policies with the exception of professional liability.
7.5 A certificate of insurance shall be provided to the County's Risk Manager for
review and approval, ten (10) days prior to commencement of any work under this
Agreement. The COUNTY shall be named as an additional insured on commercial general
liability policy.
7.6 The insurance companies selected shall send written verification to the
County Risk Manager that they will provide 30 days prior written notice to the County Risk
Manager of its intent to cancel or modify any required policies of insurance.
7.7 Consultant shall include all sub -consultants as insured under its policies or shall
furnish separate certificates and endorsements for each sub -consultant. All coverages for
sub -consultants shall be subject to all of the requirements stated herein.
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7.8 Consultant agrees that it now carries and will continue to carry during the
performance of this Agreement, at its own expense, the applicable insurance policies
indicated below, with limits not less than those specified. Any insurance on a "claims made"
basis shall be maintained for at least 3 years after completion of the Services.
A. Worker's Compensation — Statutory
B. Employer's Liability - $1,000,000 per occurrence
C. Commercial General and Contractual Liability — $1,000,000 per occurrence
D. Automobile Liability - $1,000,000 per occurrence
E. Umbrella Liability - $2,000,000 aggregate (in excess of B., C. and D. above)
F. Professional Liability - $1,000.000 per claim/aggregate.
7.9 The Consultant shall indemnify and hold harmless the COUNTY, 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 and other persons employed or utilized
by the Consultant in the performance of this Agreement.
8. TERMINATION.
8.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon
thirty (30) days' prior written notice to the Consultant; or (b) by the Consultant, for any reason,
upon thirty (30) days' prior written notice to the COUNTY; or (c) by the mutual Agreement of the
parties; or (d) as may otherwise be provided below. In the event of the termination of this
Agreement, any liability of one party to the other arising out of any Services rendered, or
for any act or event occurring prior to the termination, shall not be terminated or released.
8.2 In the event of termination by the COUNTY, the COUNTY shall be obligated to
pay the Consultant for those portions of completed work previously authorized under this
Agreement. Such payment shall be determined on the basis of the percentage of work
performed by the Consultant, up to the time of termination. In the event of such termination,
the COUNTY may, without penalty or other obligation to the Consultant, elect to employ other
persons to perform the same or similar services.
8.3 In addition to the termination rights set forth in 8.1, the obligation to provide
services under this Agreement may be terminated by either party upon seven (7) days prior
written notice in the event of substantial failure by the other party to perform in accordance
with the terms of this Agreement through no fault of the terminating party.
8.4 In the event that the Consultant merges with another company, becomes a
subsidiary of, or makes any other substantial change in structure, the COUNTY reserves the
right to terminate this Agreement in accordance with its terms.
8.5 In the event of termination of this Agreement, the Consultant agrees to
surrender any and all documents prepared by the Consultant for the COUNTY in connection
with this Agreement.
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8.6 The COUNTY may terminate this Agreement for refusal by the Consultant to
allow public access to all documents, papers, letters, or other material subject to the
provisions of Chapter 119 Florida Statutes and made or received by the Consultant in
conjunction with this Agreement.
8.7 The COUNTY may terminate this Agreement in whole or in part if the
Consultant submits an intended false invoice to the COUNTY.
8.8 TERMINATION IN REGARDS TO F.S. 287.135: Consultant certifies that it and
those related entities of Consultant as defined by Florida law are not on the Scrutinized
Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes,
and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services
of one million dollars or more, Consultant certifies that it and those related entities of
Consultant as defined by Florida law are not on the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in
business operations in Cuba or Syria.
8.8.1 COUNTY may terminate this Contract if Consultant is found to have submitted
a false certification as provided under section 287.135(5), Florida Statutes, been placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations
in Cuba or Syria, as defined by section 287.135, Florida Statutes.
8.8.2 COUNTY may terminate this Contract if Consultant, including all wholly owned
subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of
making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel
List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
9.1 Execution of this Agreement by the Consultant shall act as the execution of a
truth -in -negotiation certificate certifying that the wage rates and costs used to determine the
compensation provided for in this Agreement are accurate, complete and current as of the
date of the Agreement. The original contract price and any additions thereto will be adjusted
to exclude any significant sums by which the COUNTY determines the contract price was
increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.
All such contract adjustments must be made within 1 year following the end of the
contract. COUNTY has the authority and right to audit Consultant's records under this
provision. The COUNTY does not hereby waive any other right it may have pursuant to Section
287.055, Florida Statutes, as it may be from time- to -time amended.
9.2 Pursuant to the Consultants' Competitive Negotiations Act, F. S. section
287.055, the Consultant warrants that it has not employed or retained any company or person
other than a bona fide employee working solely for the Consultant to solicit or secure this
Agreement and that it has not paid or agreed to pay any company or person other than a
bona fide employee working solely for the Consultant any fee, commission, percentage fee,
gifts or any other considerations, contingent upon or resulting from the award or making of
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this contract. For breach of violation of this provision, the COUNTY shall have the right to
terminate this Agreement without liability and, at its discretion, to deduct from the contract
price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
10.1 Independent Contractor. It is specifically understood and acknowledged by the
parties hereto that the Consultant or employees or subconsultants of the Consultant are in
no way to be considered employees of the COUNTY, but are independent contractors
performing solely under the terms of the Agreement and not otherwise.
10.2 Merger; Modification. This Agreement incorporates and includes all prior and
contemporaneous negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein and the parties agree that there
are no commitments, agreements, or understandings of any nature whatsoever concerning
the subject matter of the Agreement that are not contained in this document. Accordingly, it is
agreed that no deviation from the terms hereof shall be predicated upon any prior or
contemporaneous representations or agreements, whether oral or written. No alteration,
change, or modification of the terms of this Agreement shall be valid unless made in writing and
signed by the Consultant and the COUNTY.
10.3 Governinq Law; Venue. This Agreement, including all attachments hereto, shall
be construed according to the laws of the State of Florida. Venue for any lawsuit brought by
either party against the other party or otherwise arising out of this Agreement shall be in Indian
River County, Florida, or, in the event of federal jurisdiction, in the United States District Court
for the Southern District of Florida. The prevailing party in any lawsuit arising out of or related
to this Agreement shall be entitled to recover its reasonable attorney's fees and costs,
including fees and costs through appeal. The parties expressly and voluntarily waive any
and all rights to trial by jury in connection with any litigation arising out of or related to
this Agreement.
10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be
deemed cumulative and additional, and not in lieu or exclusive of each other or of any other
remedy available to either party, at law or in equity. Each right, power and remedy of the parties
provided for in this Agreement shall be cumulative and concurrent and shall be in addition to
every other right, power or remedy provided for in this Agreement or now or hereafter existing
at law or in equity or by statute or otherwise. The failure of either party to insist upon
compliance by the other party with any obligation, or exercise any remedy, does not waive
the right to so in the event of a continuing or subsequent delinquency or default. A party's
waver of one or more defaults does not constitute a waiver of any other delinquency or
default. If any legal action or other proceeding is brought for the enforcement of this
Agreement or because of an alleged dispute, breach, default or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
10.5 Severability. If any term or provision of this Agreement or the application thereof
to any person or circumstance shall, to any extent, be held invalid or unenforceable for the
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remainder of this Agreement, then the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected, and every other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are
subject to the availability of funds lawfully appropriated for its purpose by the Board of County
Commissioners of Indian River County.
10.7 No Pledge of Credit. The Consultant shall not pledge the COUNTY's credit or
make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or
any form of indebtedness.
10.8 Public Records. COUNTY is a public agency subject to Chapter 119; Florida
Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the
Consultant shall:
10.8.1 Keep and maintain public records required by the COUNTY to perform
the service.
10.8.2 Upon request from the COUNTY's Custodian of Public Records,
provide the COUNTY with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119 or as otherwise provided by law.
10.8.3 Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion of the contract if the Consultant
does not transfer the records to the COUNTY.
10.8.4 Upon completion of the contract, transfer, at no cost, to the COUNTY all
public records in possession of the Consultant or keep and maintain public records required
by the COUNTY to perform the service. If the Consultant transfers all public records to the
COUNTY upon completion of the contract, the Consultant shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Consultant keeps and maintains public records upon completion of
the contract, the Consultant shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the COUNTY, upon request
from the Custodian of Public Records, in a format that is compatible with the information
technology systems of the COUNTY.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
(772) 226-1424
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pubficrecords&ircgov.com
Indian River County Office of the County Attorney 1801
27th Street
Vero Beach, FL 32960
10.9 Notices: Any notice, request, demand, consent, approval, or other
communication required or permitted by this Agreement shall be given or made in writing and
shall be served, as elected by the party giving such notice, by any of the following methods:
(a) Hand delivery to the other party, (b) Delivery by commercial overnight courier service;
or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the
addresses of the parties shown below:
County: Indian River County
Attn: Bela Nagy, Director of Golf
Sandridge Golf Club
5300 73" Street
Vero Beach, FL 32967
Email: bnagy(a),ircgov.com
Consultant: Sun Patrick Architecture, Inc.
DBA, sparcdesign
Attn: Sean Patrick Sukhu
3021 Jupiter Park Circle
Suite 102
Jupiter, FL 33458
Email: seanna.sparcdesign.us
10.10 Survival. Except as otherwise expressly provided herein, each obligation
in this Agreement to be performed by Consultant shall survive the termination or expiration
of this Agreement.
Notices shall be effective when received at the address as specified above. Email
transmission is acceptable notice effective when received, provided, however, that email
transmissions received after 5:00 p.m. or on weekends or holidays, will be deemed
received on the next day that is not a weekend day or a holiday. The original of the notice must
additionally be mailed. Either party may change its address, for the purposes of this section,
by written notice to the other party given in accordance with the provisions of this section.
10.11 Construction. The headings of the sections of this Agreement are for the
purpose of convenience only, and shall not be deemed to expand, limit, or modify the
provisions contained in such Sections. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the
party or parties may require. The parties hereby acknowledge and agree that each was
properly represented by counsel and this Agreement was negotiated and drafted at arm's-
length so that the judicial rule of construction to the effect that a legal document shall be
construed against the draftsperson shall be inapplicable to this Agreement
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10.12 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy and all of which shall constitute but one
and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
written above.
Sun Patrick Architecture, Inc.
By
15ce.- vi "DV wee -i
llr
Date X0.0 ( . X02'
Witness:
By
INDIAN RIVER COUNTY .••your?jvc`i�.,•.
BOARD OF COUNTY COMMISSIONERS
By F.
J h E. Flesc_hjr,Chairrr146, _
Date Approved by BCC: September 14, 2021
Attest: Jeffrey R. Smith, Clerk of Court
and Comptroller
By 1� 0a" • bet—
Deputy Clerk
Appro d: h��
( lt�' (-�
�
Jasonk. Orown
Count ministrator
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Approved as to form and legal
sufficiency:
an Reingold, County Attorney
August 26, 2021
The Owner:
Indian River County
Attn: Bela Nagy, Director of Golf, PGA
5300 73rd Street
Vero Beach, Florida 32967
The Architect:
Sun Patrick Architecture, Inc.
DBA: sparcdesign
3021 Jupiter Park Circle, Suite 102
Jupiter, FL 33458
RE: Sandridge Golf Club Master Plan Study - New Clubhouse
sparcdesign project 2021.158
Dear Mr. Nagy,
Thank you for the opportunity to submit a proposal to work with Indian River County and the
Sandridge Design Committee in order to advance your strategic planning ideas of the new
clubhouse. The Master Plan Study will include conceptualizing a new golf/events clubhouse on
the existing site.
The current schedule for delivery of materials is based on a 2021 fall presentation. (Exact date TBD)
For the purposes of this proposal:
Indian River County is the "Client".
sparcdesign is the "Architect".
3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 www.sparcdesign.us
1. Master Plan Study Facilities
a. New Clubhouse
b. Expanded Paved Parking
c. "Turn" Food and beverage service
Scope of Work - Basic Services
a. Phase I - kick off design charette/programming: (Part of Phase I was included in
the RFQ response to RFQ 2021020)
i. Kick off charette - sparcdesign will schedule a one -day working session with
the design committee and staff to kick off the master plan process. This will
include a round table discussion to review the current planning ideas on
the different facilities to be studied, interviewing appropriate staff,
photographing, and doing some preliminary overlay sketches and
concepts distilled from the meetings. Other goals will be to begin
developing programmatic requirements for each of the facilities to be
studied. We will also discuss overall project goals and outline a project
schedule. We will discuss delivery methods and materials the county
requires for presenting to the Sandridge Design Committee.
b. Phase II - Programming and masterplan solutions (Part of Phase II was included in
the RFQ response to RFQ 2021020)
i. Programming - Following the team's initial kick off, sparcdesign will create
a running meeting agenda and begin to formalize the project schedule
and program requirements for each facility. Refined programming for
each project will include the following
1. Identify each project/facility type and gather relevant
programmatic information for each existing space
2. Establish goals and objectives specific to each project type/space
3. Discuss Strategies for implementing goals and objectives based on
strategic planning and master plan sketches.
4. Discuss overall project budget
5. Program Document summarizing information gathered from Phase
1-2.
Master Plan solutions- Once the program for the master plan is developed
sparcdesign will proceed with developing refined master plan sketch
solutions. We will study to the existing site plan and develop solutions to
integrate the master plan program. This will include studies on how the
proposed facilities will impact the existing property. A site analysis of the
different opportunities and constraints available. A parking analysis will also
be included studying the current and future parking counts affected by the
master plan study. During this phase we will translate the program
requirements for the facility improvements into conceptual floor plans to
inform the building sizes and placement onsite. We will include up to (1)
options for the site and floor plan studies in the base fee. During this phase
we will also utilize concept photos of similar types of projects to help
summarize the club's goals in a visual manner.
) a rck.. (}s l crif 3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 www.sparcdesign.us
Phase III - Schedule and Budget Verification
i. Based on the Phase II outcomes, sparcdesign along with the County's
leadership will use the client approved solutions to create a conceptual
masterplan schedule from document implementation through
construction. We will also produce a conceptual budget based on the
approved solutions and historical construction cost data. The information
from this phase will be integrated into the program document noted in
Phase II.
d. Phase IV - Presentation Package
i. With information developed from Phase I, II and III sparcdesign will produce
presentation materials in order to communicate the ideas gathered for the
master plan study.
1. Master Plan Study materials
a. program document as noted in Phase II and III above
b. Conceptual site plan
c. Conceptual floor plan
d. Conceptual Elevation study
e. 3D conceptual renderings are available at request as an
additional service. (See paragraph Ill.e)
e. Phase V - Presentation (Optional)
i. Not included in the base services. Available at request for Board
Presentation, town hall meetings, focus groups, etc. Will be billed hourly as
requested.
Phase VI - Schematic Design - Construction Administration (TBD)
i. Not included in Master plan services. Phase VI, Schematic Design through
Construction Administration services will be defined in a separate proposal
once the master plan phase is approved and the final scope of services for
the project is defined. See paragraph Il.f.iii for estimated professional fees
for Schematic Design through Construction Administration Phase.
ii. Professional and consulting services to be included under the Phase VI
agreement:
1. Architectural
2. Structural Engineering
3. Heating, Ventilating and Air Conditioning (HVAC) Engineering
4. Plumbing Engineering
5. Electrical Engineering
6. Landscape Architecture/Planning
7. Civil Engineering
8. Interior Design
9. Kitchen Design Consulting
10. Acoustical Design Consulting
3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 vwvw.sparcdesign.us
iii. Schematic Design through Construction Administration Fee Estimate
Worksheet
Sandridge Golf Club Fee worksheet
Project Phases
Arch itectural/Enginee ring
I.
ii.
iii.
iv.
v.
vi.
Phase I
Hourly not to exceed
Fixed Fee
Master Planning
5 25,000.00
Subtotal
5 25,000.00
Phase II
Schematic Design
5 63,000.00
Design Development
$ 63,000.00
Construction Documents
5 157,500.00
Bidding/Negotiations
S 7,ODO.00
Construction Administration
$ 59,500.00
Subtotal
$ 350,000.00
Landca a Architecture/Planning
i.
ii.
Site Plan Approval Process
$ 55,ODO.00
Fixed Fee
TBD (Pending approval of site plan
and identifying scope of work for
construction documents)
Final Landcape, hardscape construction
documents
$ -
Subtotal
$ 55,000.00
Civil Engineering
i.
ii.
Site Development/Permit Plans $ - Fixed Fee
I$
Subtotal $
Interior Design
I.
ii.
Design Services
$
TBD (Pending approval of master plan
and interior design scope)
TBD (Purchasing on behalf of client
shall be provided under a separate
contract with Interior Design
Consultant)
FF&A Procurement
5
Subtotal
$
Kitchen Consultant Design Services
i.
Design Services
$ 21,450.00 Fixed Fee
1$ 21,450.00
Subtotal
Acoustical Consulting Optional
i.
ii.
Design Services
$ 8,800.00
$ -
Fixed Fee
Construction Administration
Subtotal $ 8,800.00
Total 1 $ 460,250.00 1
Professional fees are estimates
based on a 1 -story 15,000 sf
clubhouse building and the current
site masterplan per our response to
Sandridge Clubhouse Architectural
Design Services - RFQ 2021020
3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 www.sparcdesign.us
III. Payment and Compensation
a. The owner shall pay the Architect an initial payment of ($2,500) as a minimum
payment under this agreement. The initial payment shall be credited to the final
invoice.
b. Basic Services as outlined in paragraph II above, as authorized in writing by the
client, for the hourly fee, Not to Exceed listed below, plus reimbursable expenses.
i. Phase I -
Services
Not to exceed
$2,000.00
ii. Phase Il.i
- Services
Not to exceed
$2,000.00
iii. Phase Il.ii
-Services
Not to exceed
$15,000.00
iv. Phase III
- Services
Not to exceed
$1,000.00
V. Phase IV
- Services
Not to exceed
$5,000.00
vi. Phase V
- Services
See Estimate
worksheet
$0.00
Total
$25,000.00
c. Reimbursable EXDenses
i. Additional costs and expenses (i.e., large format drawing copies, color
prints, courier's/delivery, and mileage) will be billed at a multiplier of 1.1
times the amounts expended by the Architect, the Architect's employees,
and consultants in the interest of the project.
d. Additional Services
i. The following are not part of Basic Services but can be added to the
scope of work for additional services at the client's request.
1. Any services not included in the Scope of Services, Paragraph II.
2. Preparation of agency submittals and attendance at
hearings/meetings required for government approvals
3. Conceptual 3d renderings (estimated cost $2,500.00 per view)
4. Virtual walk-thru conceptual videos
5. Preparation and printing presentation booklets/large format prints.
ii. Additional services hourly rates, Principal $225/hour, Project Manager
$185/hour, CAD drafter $90/hour and clerical $65/hour.
iii. For consultant additional services, as authorized by the Client,
compensation shall be computed hourly as a multiple of 1.1 times the
amount billed to the Architect for such services.
IV. Other Provisions
a. PURSUANT TO SECTION 558.0035 FLORIDA STATUES, SUN
PATRICK ARCHITECT, INC. IS THE RESPONSIBLE PARTY
FOR THE PROFESSIONAL SERVICES IT AGREES TO
3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 www.sparcdesign.us
PROVIDE UNDER THIS AGREEMENT. NO INDIVIDUAL
PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER
OR PRINCIPLE MAY BE INDIVIDUALLY LIABLE FOR
NEGLIGENCE ARISING OUT OF THIS CONTRACT.
The owner acknowledges that design and construction projects are prone to
changes in the scope of work for a variety of reasons and that a contingency will
be budgeted in accordance with the standard of care normally associated with
a project of this complexity and location. In order for Owner to obtain a benefit
of a fee which is a lesser allowance for funding risk. The Owner agrees to limit the
Architect liability arising from professional acts errors and omissions such that the
total liability
Authorization to provide the above services:
Sinc rely,
9��
Sean P Sukhu, Partner
Owner Signature and date
Printed name and title
3021 Jupiter Park Circle Suite 102 Jupiter Florida
561.203.7539 www.sparcdesign.us