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HomeMy WebLinkAbout5.245 Original ContractWieland Lindgren AND ASSOCIATES, INC Mr. Robert J. Titus Director, City Light City of Port Angeles 321 East Fifth Street PO Box 1150 Port Angeles, Washington 98362 Subject: City Hall Overheating Study Dear Mr. Titus: Plaza 600 Suite 303 600 Stewart Street Seattle, Washington 98101 (206) 441 -5172 June 14, 1990 We propose to render professional engineering services in connection with the problem of overheating in the City Hall building (herein after called the "Project You are expected to make available all pertinent existing data, including results of the testing and balancing work conducted by Neudorfer Engineers approximately three years ago. You are also expected to furnish us with access to the building and to senior maintenance staff to the extent necessary for us to gather study data. Our services will consist of preparing a Study and Report as set forth in the General Provisions which are attached to this letter. We will also furnish such Additional Services as you may request. You will pay us for our Basic Services and Expenses a lump sum of $6,750. Additional Services will be charged on the basis of Salary Costs times a factor of 2.85. Reimbursable Expenses incurred in connection with all Additional Services will be charged on the basis of actual cost. We will bill you monthly for services and Reimbursable Expenses. The above financial arrangements are on the basis of prompt payment of our bills and the orderly and continuous progress of the Project. We expect to start our services before 9 July 1990. The time periods for the performance of our services are set forth in the General Provisions. If there are protracted delays for reasons beyond our control we would expect to negotiate with you an equitable adjustment of our compensation taking into consideration the impact of such delay. Wieland Lindgren This proposal and the General Provisions consisting of 5 pages represent the entire understanding between you and us in respect of the Project and may only be modified in writing signed by both of us. If it satisfactorily sets forth your understanding of our agreement, we would appreciate your signing the enclosed copy of this letter in the space provided below and returning it to us. This proposal will be open for acceptance until 30 June, 1990, unless changed by us in writing. Very truly yours, WIELAND, LINDGREN AND ASSOCIATES, INC. By llatrick Smiley, Vice P esident Accepted this 18 day of City of Port Angeles B 1990 Mr. Robert J. Titus June 14, 1990 Page 2 of 2 1.1 GENERAL. 1.2 STUDY AND REPORT PHASE. GENERAL PROVISIONS Attached to and made a part of LETTER AGREEMENT, dated June 14, 1990 between City of Port Angeles (OWNER) and Wieland, Lindgren and Associates, Inc. (ENGINEER) in respect of the Project described therein. 1.1.1 ENGINEER shall perform for OWNER professional engineering services in all phases of the Project to which this Agreement applies as hereinafter provided. After written authorization to proceed, ENGINEER shall: 1. Visit the building to gather data, including discussions with senior staff people familiar with maintenance and operation of the building. 2. Review drawings, specifications, mechanical system test results, and such other relevant information as can be made available. 3. Analyze performance of existing systems, prepare and analyze concepts for improvement. This will include computer simulation and budgetary cost estimates, concepts will include heat recovery and indirect evaporative cooling. 4. Prepare a draft report. 5. Discuss the draft (by telephone or in person in Seattle) with City staff. 6. Prepare final report, including responses to Owner comments on the Draft. The Study and Report Phase Services will be substantially completed and the Draft Report submitted within 30 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. The Final Report will be submitted within 14 calendar days of receipt of Owner comments on the Draft Report. SECTION 2 ADDITIONAL SERVICES OF ENGINEER 2.1 Normal and customary engineering services do not include service in respect of the following categories of work which are 1 WIELAND, LINDGREN AND ASSOCIATES, INC. CONSULTING ENGINEERS usually referred to as Additional Services. 2.1.1 If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so instruct ENGINEER in writing, and ENGINEER shall perform or obtain from others such services and will be paid therefor as provided in the Letter Agreement: Preparation of applications and supporting documents for BPA or other outside financial support of the Project in addition to those required under Basic Service; preparation or review of environmental studies and related services; and assistance in obtaining environmental approvals. Services to make measured drawings of or to investigate existing conditions or facilities beyond the data needs of the study. Services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by OWNER where changes are due to causes beyond ENGINEER's control. Providing renderings or models. Preparing to testify or testifying as a consultant before the City Council or other public forum. SECTION 3 OWNER'S RESPONSIBILITIES 3.1 OWNER shall provide all criteria and full information as to OWNER's requirements for the Project; designate a person to act with authority on OWNER's behalf in respect of all aspects of the Project; examine and respond promptly to ENGINEER's submissions; and give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any defect in the work. 3.2 OWNER shall also do the following and pay all costs incident thereto; Furnish to ENGINEER copies of available drawings and specification for the original building and any additions or alterations; copy of the Neudorfer Engineers report on the testing and balancing they accomplished in or about 1987. Guarantee access to and make all provisions for ENGINEER to enter upon public and private property. 2 WIELAND, LINDGREN AND ASSOCIATES, INC. CONSULTING ENGINEERS SECTION 4 MEANING OF TERMS 4.1 As used herein the term "this Agreement" refers to the Letter Agreement to which these General Provisions are attached. 4.2 Direct Labor Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER's personnel engaged directly on the Project, including, but not limited to, engineers, architects, surveyors, designers, draftsmen specification writers, estimators, other technical and business personnel; but does not include indirect payroll related costs or fringe benefits. 4.5 Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's independent professional associates or consultants directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining budgetary estimates from contractor(s); toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents and similar Project related items in addition to those required under Section 1; and if authorized in advance by OWNER, overtime work requiring higher than regular rates. SECTION 5 MISCELLANEOUS 5.1 REUSE OF DOCUMENTS. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGINEER's independent professional associates and consultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER's independent professional associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle ENGINEER for further compensation at rates to be agreed upon by OWNER and ENGINEER. 3 WIELAND, LINDGREN AND ASSOCIATES, INC. CONSULTING ENGINEERS 5.2 OPINIONS OF COST. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' method of determining prices, or over competitive bidding or market conditions, ENGINEER's opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER's best judgment as an experienced and qualified professional engineer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that proposals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase owner wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.2. ENGINEER's services to modify the Contract Documents to bring the Construction Cost within any limitation established by OWNER will be considered Additional Services and paid for as such by OWNER. 5.3 OTHER PROVISIONS CONCERNING PAYMENTS. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER's Statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day, and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until Engineer has been paid in full all amounts due for Services, expenses and charges. 5.4 TERMINATION. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services rendered to the date of termination, all Reimbursable Expenses and termination expenses. 4 WIELAND, LINDGREN AND ASSOCIATES, INC. CONSULTING ENGINEERS 5.5 CONTROLLING LAW. This Agreement is to be governed by the law of the State of Washington, the principal place of business of ENGINEER. 5.6 SUCCESSORS AND ASSIGNS. 5.6.1 OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 5.6.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 5.6.2 Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 5.6.3 Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. 5 WIELAND, LINDGREN AND ASSOCIATES, INC. CONSULTING ENGINEERS