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HomeMy WebLinkAbout4.667 Original Contractw To Derek Beery Date 3 -21 -2011 Cultural Resources Division City of Port Angeles Address 321 East Fifth Street Pages PO Box 1150 Port Angeles, WA 98362 -0217 From Dan Say Phone Project Name 215 S. Lincoln Street Port Angeles, WA Fax Project Copy to ra S WO A STRUCTURAL ENS ENGINEERING N SAY FAGET CORPORATION Transmittal Attachments ['Prints ['Originals ❑Shop Drawings ❑Calcs ❑Marketing Materials ['Other Remarks Derek: Here is the signed contract. I will be contacting our consultants regarding their availability, then update you on our schedule to begin work and provide you a contact list for all team members. Thanks and we look forward to getting going. Dan Say PE SE 2124 Third Avenue Suite 100 Seattle WA 98121 www swensonsayfaget com Office 206 443 6212 Fax 206 443 4870 THIS AGREEMENT, made and entered into by and between the City of Port Angeles, having offices for transaction of business at 321 East Fifth Street, Port Angeles, WA 98362 hereinafter "CITY and Swenson Say Faget having offices for transaction of business at 2124 Third Avenue Suite 100, Seattle WA 98121, hereinafter "CONTRACTOR jointly hereinafter referred to as the "Parties." NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties do mutually agree as follows: 1. Purpose. PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF PORT ANGELES AND SWENSON SAY FAGET The purpose of this agreement is that the Contractor will produce for the City a pre design engineering and structural review and preparation of a report discussing any issues related to the City's pursuit of either historic preservation and restoration actions or potentially less costly renovation options that address only life, safety, energy and economic interests for the historical brick building at 215 S. Lincoln Street in Port Angeles. To do so, the Contractor shall produce a detailed structural report outlining and summarizing their findings based upon their study of the building including seismic study under ASEC31 -03 and clarification of this standard versus acceptable codes. The report will not only include seismic issues related to the building but also a condition assessment based upon the Contractor's visual evaluation and investigations. As part of the Contractor team, a cost estimator will develop budget pricing for rehabilitation work and the Contractor will supply to the City various options and a list of preferred mitigation measures listed in priority. Any detailed reports produced by sub consultants to the Contractor shall be included by Appendices to Contractor's Final Report. 2. Duration of Contract. The term of this Contract shall begin on the first day of April, 2011, and shall, unless terminated as provided elsewhere in the Agreement, terminate on July 30, 2011. 3. Services Provided by Contractor. The Contractor shall: Produce a structural assessment of the existing building outlining deficiencies and proposing mitigation measures. Recommendations will be outlined in a detailed report. Conduct an architectural assessment of the building including a condition assessment and review of potential code issues associated with new occupancies. This would include Page 1 energy, ADA, among other issues. Architectural impacts associated with seismic improvements will also be included. Conduct a hazardous materials assessment of the building, including testing of existing materials, along with a report outlining the findings. In addition, forensic investigation will be provided to expose existing conditions if necessary. Brick shear testing has been excluded from this proposal at this time. The forensic consultant will work with assisting the design to access portions of the building. Conduct a geotechnical analysis along the west end of the building to assess geotechnical issues associated with the steep slope on the back side of the building. Recommendations for building foundations stabilization will be provided to direct retrofit recommendations. Produce a cost estimate to determine the rough order of magnitude (ROM) costs associated with the proposed work. The structural and architectural assessments shall be provided to the city in a format consistent with other professional reports of a similar nature and include discussions of the other subcontracted studies. All subcontract reports, including the hazardous materials and seismic assessments, geotechnical study and recommendations, and cost estimation services reports shall be provided in their entirety as appendices to the final report. The Contractor shall furnish the City with three original bound copies of the reports as well as all digital copies of all reports and figures collected as part of the Project. 4. Contract Renresentatives. Each party to the Contract shall have a Contract Representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: Contractor: Dan J. Say PE, SE Swenson Say Faget 2124 Third Avenue, Suite 100 Seattle, WA 98121 Phone (206) 443 -6212 FAX (206) 443 -4870 City: Derek Beery, Archaeologist, or his designee City of Port Angeles P.O. Box 1150, 321 East Fifth Street Port Angeles, WA 98362 -0217 Phone: (360) 417 -4704 FAX: (360) 417 -4711 Page 2 5. Compensation. A. Total compensation paid to the Contractor by the City shall be no more than $40,000.00. Based upon the scope of work outlined above under Section 3, the Contractor has proposed prime consulting services for a fixed fee as follows: Total Consulting Fee $40,000, including sub consultant mark -up of 10 o Prime Consultant Services /Structural Assessment o Architectural Services o Hazardous Materials /Forensic Consulting Geotechnical Assessment/Report (including borings and associated engineering) o Cost Control Consulting B. The compensation paid to Contractor by the City includes: 1. Professional services; 2. Travel expenses; 3. Equipment Rental and Insurance 4. Sub Contractor services C. Contractor shall submit invoices to the City on the following schedule: 50% upon completion of Studies; and 50% upon acceptance by the City of Final Report. D. City shall make payment to Contractor within 30 days after the City has received and approved each invoice and has approved each submission. Payments shall be sent to the Contractor. 6. Modifications. No modification or amendment of this Contract shall be valid until the same is reduced to writing and executed with the same formalities as the present Contract. 7. Hold Harmless and Indemnification. The CONTRACTOR shall defend, indemnify and hold harmless the CITY, and its respective officers, officials, employees, deputies, and agents from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including costs and attorneys fees in the defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of CONTRACTOR's and its respective employees, agents, volunteers, and/or subcontractors, acts, errors or omissions in providing services under the terms of the Contract. Provided, however, that the CONTRACTOR's obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the CITY, its officers, officials, employees, deputies, and/or agents. Provided further, that in the event of concurrent negligence of both Page 3 parties, the CONTRACTOR's obligations hereunder shall apply only to the percentage of fault attributable to the CONTRACTOR, its employees, agents, volunteers, and /or subcontractors. The CONTRACTOR's obligations hereunder shall include, but are not limited to, investigating, adjusting, and defending any and all claims alleging loss from action, error or omission or breach of any common law, statutory or other delegated duty by the CONTRACTOR, the CONTRACTOR' s employees, agents, or subcontractors. 8. Termination. A. Termination for Default: The CITY may terminate this Contract after breach of any provision herein by the CONTRACTOR upon thirty (30) days written notice to the CONTRACTOR. The written notice shall be sent to the address of the CONTRACTOR representative set forth above and shall specify the specific provision(s) breached. In the event the CONTRACTOR cures the provision(s) breached within thirty (30) days to the sole satisfaction of the CITY, the termination notice shall be of no force and effect. The CONTRACTOR may terminate this Contractor for breach of any provision herein by the CITY upon thirty (30) days written notice to the CITY. The written notice shall be sent to the address of the CITY representative set forth above and shall specify the specific provision(s) breached. In the event the CITY cures the provision(s) breached within thirty (30) days to the sole satisfaction of the CONTRACTOR, the termination notice shall be of no force and effect. In the event of termination by either party, the CONTRACTOR agrees to immediately turn over to CITY, at its request, all records of any kind or nature which CONTRACTOR has kept in providing services under the terms of this Contract. B. Termination for Public Convenience: The City may terminate the contract in whole or in part whenever the City determines that, in its sole discretion, such termination is in the interests of the City. Whenever the contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this contract by the City at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the City. 9. Assignment. DeleEation, and Subcontracting. The CONTRACTOR shall perform the terms of this Contract using only its bona fide employees, volunteers, or agents and the obligations and duties of CONTRACTOR under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the CITY. Page 4 Any subcontractor shall be bound to all of the same terms and conditions as CONTRACTOR including, but not limited to, the duties to defend, indemnify, and hold harmless the CITY, the obligation to carry insurance with the CITY named as an additional insured. 10. Independent Contractor. The CONTRACTOR's services shall be furnished by the CONTRACTOR as an independent contractor, not as an agent, employee, or servant of the CITY. The CONTRACTOR specifically has the right to direct and control CONTRACTOR's own activities in providing the agreed services in accordance with the specifications set forth in this Contract. The CONTRACTOR agrees that the entire compensation for this Contract is set forth in Section 5 of this Contract and the CONTRACTOR's employees, officers, and agents are not entitled to any City benefits, including, but not limited to, vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to City employees. The CONTRACTOR shall have and maintain complete responsibility and control over all of its subcontractors, employees, agents, and representatives. No subcontractor, employee, or agent of the CONTRACTOR shall be or be deemed to be or purport to act as an employee, agent, or representative of the CITY. The CONTRACTOR shall assume full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state law or legislation which is now or may, during the term of this Contract, be enacted as to all persons employed by the CONTRACTOR and as to all duties, activities and requirements by the CONTRACTOR in performance of the work covered under this Contract and shall assume exclusive liability therefore, and meet any and all legal requirements. The CONTRACTOR agrees to immediately remove any of its employee, volunteers, or agents from assignment to perform services under this Contract upon receipt of written request to do so from the CITY's Contract Representative or designee. 11. Compliance with Laws. The CONTRACTOR shall comply with all applicable federal, state, and local laws, rules and regulations, in performing this Contract. 12. Inspection of Books and Records. The CITY may, at reasonable times, inspect the books and records of the CONTRACTOR relating to performance of this Contract. The CONTRACTOR shall keep all records required by this Contract for five (5) years after termination of this Contract for audit purposes. Page 5 13. Non Discrimination. The CONTRACTOR agrees that it shall not discriminate against any person on the grounds of race, color, creed, religion, national origin, sex, age, marital status, political affiliation or belief in violation of any applicable federal, state, or City law or regulation. In the event that the CONTRACTOR violates this provision, the CITY may immediately terminate this Contract. 14. Choice of Law. Jurisdiction. and Attorneys Fees. This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by both Parties that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. Any action at law, suit, in equity or judicial proceeding arising out of this Contract, shall be instituted and maintained only in a court of competent jurisdiction in Clallam County, Washington. If the CITY brings any action or suit relating to the enforcement of this Contract or asking for any relief against the CONTRACTOR, declaratory or otherwise, arising out of this Contract or if the CONTRACTOR brings any action or suit relating to the enforcement of this Contract or asking for any relief against the CITY, declaratory or otherwise, arising out of this Contract, then the prevailing party shall be paid reasonable attorney's fees and costs expended or incurred in connection with any such suit or action. 15. Insurance. The CONTRACTOR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees. Failure of the part of the contractor to maintain insurance as required shall constitute a material breach of contract upon which the CITY, after giving five days notice to the CONTRACTOR to correct the breach may terminate the contract or, at its discretion, procure or renew such insurance and pay any premium collecting repayment from the CONTRACTOR or withholding such costs from sums due to the CONTRACTOR at the CITY's sole Discretion. No Limitation. CONTRACTOR'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Page 6 1. Automobile Liability insurance covering all owned, non owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, and personal injury and advertising injury. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. 4. Professional Liability insurance appropriate to the Contractor's profession. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The CONTRACTOR shall provide the CITY and all additional Insured's with written notice of any policy cancellation within two days of their receipt of such cancellation. D. Acceptability of Insurers Page 7 Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. CONTRACTOR shall identify the CITY as an additional insured under the policy to the CITY. 16. Ownership of Items Produced. All writings, programs, data, public records or other materials prepared by the Contractor and /or its consultants or subcontractors, in connection with the performance of this Agreement shall be the sole and absolute property of the City and constitute "work made for hire" as that phrase is used in federal and /or state intellectual property laws. 17. Severabilitv. If a court of competent jurisdiction holds any part, term, or provision of this Contract to be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be affected, and the Parties rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. 18. Headines. The section headings of this Contract have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, nor shall they be deemed to, define, limit, or extent the scope or intent of the sections to which they apply. 19. Time is of the Essence: Time is of the essence in the performance of this contract. 20. Notices. All notices called for or provided in this Contract shall be in writing and must be served on any of the parties either personally or by certified mail, return receipt requested, sent to the Parties at their respective addressed hereinabove given. Notices by certified mail shall be deemed served when deposited in the United States mail, postage prepaid. 21. Other Employment. This Contract is not an exclusive services agreement. CONTRACTOR may take on other professional assignments while completing those services set forth herein. Page 8 22. Waiver. No officer, employee, agent or otherwise of the CITY has the power, right, or authority to waive any of the conditions or provisions of this Contract. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded to in this Contract or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the CITY to enforce at any time any of the provisions of this Contract or to require at any time performance of any provision of the Contract herein shall in no way be construed to be a waiver of such provision, or in any way affect the validity of this Contract or any part thereof, or the right of the CITY to hereinafter enforce each and every such provision. 23. Confidentiality and Survivability. Contractor and its employees shall maintain strict confidentiality throughout the process since archaeological information and other scientific data may be held as confidential. The provision of Paragraphs 6, 10, 11, 13, 15, 16, and 21 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 24. Entire Agreement. The Parties agree that this Contract is the complete expression of its terms and conditions. Any oral representations or understandings not incorporated in this Contract are specifically excluded. Contractor, City of Port Angeles Dan r_ get By: 11. By: A ity Manager act`14A*, u.ks Z 3/ 1/4 Date: Date: Page 9 Attest: sa Hurd, City Clerk ved as to Form /1 is C. Dic son Sr. Assist. City Attorney ACOREIM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/29/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Kibble Prentice, a USI Co. P.O. Box 370 Seattle, WA 98111 206 441 -6300 INSURED COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR A A Swenson Say Faget, Inc. 2124 3rd Avenue, Suite 100 Seattle, WA 98121 GENERAL LIABILITY 7 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Business Liability GEN'L AGGREGATE LIMIT APPLIES PER I POLICY JCI I f LOC AUTOMOBILE LIABILITY X X X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS UMBRELLA LIAB EXCESS LIAB TYPE OF INSURANCE )NSR 111v BUR POLICY NUMBER I(MM /DD/VYYY) I M M LIMITS OCCUR CLAIMS -MADE DEDUCTIBLE 1 RETENTION S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? I N I (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability City of Port Angeles 321 East Fifth Street Port Angeles, WA 98362 ACORD 25 (2009/09) 1 of 2 #S5504276/M5465744 Client 319935 SWENSSAY N/A 52SBAPQ0648 '04/03/2011 04/03/2012 EACH OCCURRENCE 1 $1,000,000 DAMAGE TO RENTED I $1'000,000 PREMISES (Ea occurrence) 52UECUM3772 52SBAPQ0648 (WA Stop Gap) CONTACT NAME. PHONE 206 441 -6300 (A/C, No. Ext) E-MAIL PL @kpcom.com PRODUCrr7 CUSTOMER ID INSURER A INSURER B INSURER C INSURER D INSURER E INSURER F INSURER(S) AFFORDING COVERAGE NAIC Hartford Casualty Insurance Com Lexington Insurance Company 04/03/2011 04/03/2012 COMBINED SINGLE LIMIT (Ea accident) 1.000.000 '04/03/2011 13001535 04/08/2011 AUTHORIZED REPRESENTATIVE BODILY INJURY (Per person) 1$ BODILY INJURY (Per accident) I PROPERTY DAMAGE (Per accident) MED EXP (Any one person) 100,000 PERSONAL ADV INJURY 1$1,000,000 GENERAL AGGREGATE 1$2,000,000 PRODUCTS COMP /OPAGG $2,000,000 EACH OCCURRENCE AGGREGATE 04/03/201 IT RY I1IMITS I X IF DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) As required by written contract the City of Port Angeles is named as an additional insured and coverage is primary and non contributory per the Business Liability Coverage form SS0008, attached to the policy. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SXFJU FAX No 610- 362 -8528 I$ 1$ 1$ Is I$ I$ 129424 119437 E L EACH ACCIDENT 151,000,000 1E L DISEASE EA EMPLOYEE' $1,000,000 1E L DISEASE POLICY LIMIT 1$1,000,000 04/08/201? $1,000,000 per claim $2,000,000 annl aggr. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988 -2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Those usual to the Insureds Operations. AMS 25.3 (2009/09) 2 of 2 #S5504276/M5465744 DESCRIPTIONS (Continued from Page 1)