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HomeMy WebLinkAboutSTR_SEG Speciality Eng. & Oshkosh VRIGINAL Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made on the 15t day of February, 2017, by and between the CITY of OSHKOSH, hereinafter referred to as CITY, and STR-SEG SPECIALITY ENGINEERING GROUP LLC, 122 E. OLIN AVENUE, SUITE 190,MADISON, WI 53713,hereinafter referred to as the CONSULTANT. WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. Consultant's Professional Services Proposal dated January 31, 2017, and attached hereto. In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: Jon G. Urben, General Services Manager SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's attached Professional Services Proposal. CITY may make or approve changes within the general Scope of Services contained within the Professional Services Proposal and in this AGREEMENT. If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. City Hall,215 Church Avenue P.O.Box 1 130 Oshkosh,WI 54903-1130 http://www.ci.oshkosh.wi.us RECORDS AND INSTRUMENTS OF SERVICE All reports, drawings, software, data, computer files, and other materials, documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Any document related to this agreement, whether in electronic or paper form, is considered a public record and shall be provided to the City upon request. The contractor may provide the City with an explanation of why they believe any document should not be released to the public. The City shall make all final determinations regarding the existence or release of any document related to this agreement. TERM AND TERMINATION I A. Term. This Agreement shall commence upon the date indicated above and shall terminate on December 31, 2018,unless terminated earlier by one of the parties as provided below. B. Termination. 1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the other party shall have the right to terminate this Agreement by written notice. In this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice. 2. For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the CONSULTANT no later than 30 calendar days before the termination date. TIME OF COMPLETION The CONSULTANT shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this Agreement, such causes include,but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, or failure of performance by the CITY. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. SUSPENSION DELAY OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the Services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ASSIGNMENT Contractor shall not have the right to assign this Agreement without the written prior consent of the City. INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS Contractor shall fully and completely cooperate with the City, the City's insurer, the City's attorneys, the City's Auditors or other representative of the City (collectively, the "City" for purposes of this Article) in connection with(a) any internal or governmental investigation or administrative,regulatory, arbitral or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to matters relating to this Agreement; other than a third party proceeding in which Contractor is a named party and Contractor and the City have not entered into a mutually acceptable joint defense agreement. Such cooperation may include,but shall not be limited to, responding to requests for documents and/or other records, and making Contractor's employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. City shall reimburse Contractor for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation. Contractor shall not be entitled to additional compensation for employee services provided under this paragraph. STANDARD OF CARE The standard of care applicable to CONSULTANT's Services will be the degree of skill and diligence normally employed by professional CONSULTANTs or consultants performing the same or similar Services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the project, providing it is reasonably obtainable from City records. CONSULTANT may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the Agreement the amount as outline in the Cost portion of the Consultant's Professional Services Proposal. B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, its agents or assigns, its employees, or its !' subcontractors related to the performance of this Agreement or be caused or result from any violation ( of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold CONTRACTOR harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements for Professional Services. WHOLE AGREEMENT/AMENDMENT This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY i This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. NO WAIVER Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race, color, creed, age, and gender, or as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. CHOICE OF LAW AND VENUE The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first above written. In the Presence of: CONTRACTOR Name of Cprnpan /Firm L C B e-v- (Seal of Contractor (Specify Title) if a Corporation.) CITY OF OSHKOSH B y. . Mark A. kohloff, City Manager (Witness) Q, And: tness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract /0" City ttomey J= City Comptroller Oshkosh February 1, 2017 �I John Hoenic STR-SEG 122 E. Olin Avenue Suite 190 i' Madison, WI 53713 E Dear John: E Attached are the contracts to engage your firm for professional engineering services for an updated roof assessment survey for the City of Oshkosh. Please sign both copies where indicated, return both copies to me and also provide me an updated certificate of insurance meeting the attached requirements,when you can. Once complete I will send you one of the executed contracts, and PO. Thank you again for helping us with this project. Please let me know if you have any questions. Sincerely, Jon G.Urben, CPPO, General Services Manager City of Oshkosh City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 http://www.ci.oshkosh.wi.us SPECIALTY ENGINEERING GROUP LLC 122 E.OLIN AVENUE,SUITE 190 MADISON,WI 53713 T 262.253A700 worrw.str-seg.cbm January 31, 2017 Mr.Jon Urben electronic only—no hard copy follow Director of General Services iurben(a-)ci.oshkosh.wi.us City of Oshkosh 215 Church Street PO Box 1130 Oshkosh,WI 54903-1130 Re: Proposal for 2017 Roof Survey Update(RSU) City of Oshkosh Facilities{Non Water) i ff Dear Mr. Urben: STR Building Resources LLC (STR-SEG) is pleased to submit to the City of Oshkosh, hereinafter referred to as Owner,the following proposal for a RSU of the facilities listed below. The scope of the visual roof survey will include: • Observations to determine the roofs general appearance, surface conditions, and membrane characteristics and conditions; • Observations of the edge conditions of the roof, including base flashings, counter-flashing, coping, perimeter walls, and fascia; • Observations around equipment to including flashing,caulking,traffic patterns,drainage and contaminates; • Observations of pitch pans/pockets,vents,drains, and other roof penetrations; • Observations of building exterior wall materials and penetrations, associated with the roof system, such as scuppers and overflow outlets; • Observations of expansion joints and control joints; • Observations of the general drainage characteristics of the roofs; • A repair list, including digital photographs,will be accessible on-line at the STR-SEG Facility Management System(FMS)website; • A roof plan(PDF)showing significant features and possible problem areas will be available on the STR-SEG FMS website; • A repair drawing (PDF) noting recommended repairs that correlates with the defect list will also be accessible on-line at the STR-SEG FMS website. The data gathered as the result of the roof survey update, including condition photos, shall be uploaded to the STR-SEG FMS website for the express use of the client. The data will address the general condition of the roofs and will present recommendations for any additional services that may be required. The scope of services will be limited to a visual survey and does not include actual testing of the roofs; therefore, if problems are suspected, additional services will be recommended. OWNER'S RESPONSIBILITIES The Owner,or their designated representative,will provide roof access and any relevant property information. PROFESSIONAL FEES It is proposed that the lumps Ffor the ro f surveys listed on the attached document be Thirteen Thousand Four Hundred d rs ($13,400.00). TfA Work will be performed pursuant to the attached STR- SEG General Conditions an a fee will be' ced upon survey completion. gFqt Mr.Jon Urben Proposal#60016 January 31,2017 Page 2 of 2 AUTHORIZATION STR-SEG will proceed based on your written acceptance. Please sign and return the Authorization page with a purchase order, if applicable.Upon receipt,we will schedule the work. Should you have any questions regarding this proposal, please do not hesitate to call. We appreciate this opportunity and look forward to working with you on this project. A C C E P T E D Yours truly, City of Appleton Specialty Engineering Group LLC e F By. �[{ Title: [, John Hoenick Account Manager Date: f CC: Bruce Flater, PM; STR-SEG Russ Mohns, P.E.; STR-SEG Jim Clark, GM; STR-SEG CITY HALL CITY HALL 215 CHURCH AVENUE 46960 1915 CITY HALL HEATING PLANT P15 CHURCH AVENUE 18621 11915 OSHKOSH PUBLIC LIBRARY 106 WASHINGTON AVE 90000 1900 RE DEPARTMENT FIRE STATION#16 711 SOUTH WASHBURN19800 390 1987 FIRE STATION#14 2050 KNAPP STREET 474 1970 FIRE STATION#15 101 COURT STREET 3710 1973 FIRE STATION#17 1813 ALGOMA BLVD 800 1998 FIRE STATION#18 811'E MURDOCK AVE , 11998 I FIRE STATION#19 11000 WEST SNELL ROAD 19800 119991 POLICE EVIDENCE GARAGE-BLDG C 40 W 3RD AVENUE 200 1999 POLICE STORAGE- BLDG A 40 W 3RD AVENUE 2000 1940 POLICE'EQUIPT STORAGE BLDG A 40"W 3RD AVENUE 320 1940 POLICE BIKE STORAGE-BLDG B 1640 W 3RD AVENUE 1260 1940 SAFETY BUILDING-POLICE STATION 20 JACKSON STREET 82000 1979 OSHKOSH CENTRE&WALKWAY : N MAIN STREET, 'W0311985 CENTRE PARKING RAMPSLIC MUSEUM N. MAIN STREET 54534 1985 MUSEUM-FIRE BARN 1331 ALGOMA'BLVD 1500 1980 MUSEUM 1331 ALGOMA BLVD 16697 1908 MUSEUM=STEIGER ADDITION 1331 ALGOMA BLVD 15317 1980 MUSEUM- CARRIAGE HOUSE 1242 HIGH AVENUE 3465 1908 GRAND THEATRE 101 HIGH AVENUE" 4665 1883 QCKllr%0 KIT SENIOR CENTER SOUTH 00 N CAMPBELL RD 15758 1990 SENIOR ACTIVITY NORTH 1234 N CAMPBELL RD 27965 1984 GOLF COURSE GOLF COURSE SHOP&GARAGE 1775 PUNHOQUA ST 3200 1953 GOLF IRRIGATION PUMP HOUSE#2 1775 PUNHOQUA ST 85 1935 GOLF IRRIGATION PUMP HOUSE#1 1775 PUNHOQUA ST 192 2001 GOLF COURSE CLUBHOUSE 2175 PUNHOQUA ST 5690 1978 GOLF COURSE STORAGE BUILDING RATH LANE 1920 11970 NOMINEEPAR REETZ PRESS BOX 1. HAZEL STREET 49 - 1990 REETZ PRESS BOX#2 HAZEL STREET 49 1990 KIWANIS PARK SHELTER#1 576 PRATT TRAIL 2688 1990 MENOMINEE PARK MAINT.GARAGE 729 SIEWERT TRAIL 1748 1970 [TRAIN STATION CONCESSIONS'.%-'` 1580,PRATT TRAIL--- 1740. 1993 00 MAINTENANCE BUILDING 595 PRATT TRAIL 11960 J1970 COMFORT STATION KIWANIS 583'PRA17TRAIL 1595 1983 00 UTILITY STORAGE MENOMINEE PARK 144 1980 REETZ COMFORT-CONCESSION 801 SIEWERTTRAIL 1410 1986 MENOMINEE PARK BATH HOUSE 1390 MERRITT AVENUE 3000 1950 OO CONCESSIONS AND COMFORT MENOMINEE PARK 1792 11970 SOUTH,PARK LARGE SHELTER#1 1290 GEORGIA STREET 3200 1991 SOUTH PARK SMALL SHELTER#2 1210 GEORGIA STREET 704 1974 SOUTH PARK SMALL SHELTER#3 1215 OHIO,STREET 36 1980 SOUTH PARK COMFORT STATION 1200 GEORGIA STREET 675 1983 QIJARRYPARK --QUARRY PARK SHELTER 1601 KNAPP STREET 1196 1980 RAINBOW PARK SHELTER&COMFORT 1650 RAINBOW DRIVE 409 1970 SOUTH SIDE BALLFIELD-STORAGE ISAWYER STREET 3201989 MAIN BLDG-RESTROOM&CONCESS SAWYER STREET 1178 1989 4TH ST. BOA9LU AL 90A TLAUNCH TLAUNCH&COMFORT ; S.MAIN STREET 374 11900 RED ARROW PARK COMFORT-STATION- 850 N WESTFIELD ST 25WESTHAVEN CIRCLE PARK 1900 ESTHAVEN`PARK COMFORT ST FW5,S WESTHAVEN DRZICHMILLF PARK 25 1900 EICHMILLER PARK COMFORT STATION 300 CRANE STREET 25 1990 ITHEATER STAGE]BACK STAGE BUILDING:;.'` =303 CEAPEAVENUE P2005 005 STAGE ROOF 303 CEAPE AVENUE 005 CONCESSION SM. � � � � 85:CEAPE AVENUE � � CONCESSION N.E. 355 CEAPE AVENUE 2005 RESTROOM N.E. 375 CEAPE AVENUE 00RESTROOM S.W. 75 CEAPE AVENUE 2005COLD STORAGE 55BROADSTREET 009 FUGELBERG'BOAT LAUNCH COMFORT 1942 SOUTH MAIN ST GBOATLAUNCH 7- 575 ' 1999 goCHLIN PARK ROCHLIN PARK SHELTER&COMFORT', 1300 N SAWYER ST 1:6 1992 ml LOCK POOL QUATIC CENTER BUILDING 1550 TAFT AVENUE 346 006 EQUIPMENT BUILDING 1560 TAFT AVENUE 1188 2006 ORESTRY PARKS&FORESTRY BUILDING 805 WITZEL AVENUE 5150 11960 COLD STORAGE BUILDING 805 WITZEL AVENUE 1920 1970 PARKS STORAGE' 815 DEMPSEY TRAIL 13200 11945 PARKS STORAGE 815 DEMPSEY TRAIL 1480 1996 RIVERSIDE CEMETERY CHAPEUOFFICE 1901 ALGOMA BLVD 5967 1920 RIVERSIDE CEMETERY GARAGE 11901 ALGOMA BLVD 2356 1920 RIVERSIDE CEMETERY TOOL"SHED. 1901 ALGOMA BLVD " . 1008 '11980' NEW-STREET DIVISION CENTRALGARAGE o be Determined BD P0155 III ELECTRICAL&BUS.GARAGE 926 iDEMPSEY TRAIL' 2792711968 ELECTRICAL STORAGE BUILDING 1926 A DEMPSEY TRAIL 5600 11996 5589" 1990 TRANSIT CENTER-LAYOVER 110 PEARL AVENUE I I' GENERAL CONDITIONS TO THE CONTRACT 1 PARTIES AND SCOPE OF WORK: Specialty Engineering Group, LLC (herein after referred to as SEG) shall include said company, and its subcontractors performing the work. "Work" means the specific SEG services as set forth In the proposal. Unless otherwise stated In writing, the Client assumes sole responsibility for determining whether the quantity and the nature of the work ordered by the Client Is adequate and sufficient for the Client's Intended purpose. The authorization of the work by the Client shall constitute acceptance of the terms of the proposal and these General Conditions. 2. TESTING: Any necessary testing of existing or newly installed materials shall be done outside of the accepted proposal terms and the costs of these tests will be born by the Client. 3. SCHEDULING OF WORK: The services set forth In the proposal will be accomplished in a timely,workmanlike and professional manner by SEG personnel as per the prices quoted. 4. ACCESS TO SITE: Client will arrange and provide such access to the sites as Is necessary for SEG to perform the work. 5. RESPONSIBILITY: SEG's work shall not include determining, supervising or Implementing the means, methods, techniques, sequences or procedures of construction, SEG shall not be responsible for evaluating, reporting or affecting job conditions concerning health, safety or welfare. SEG's work or failure to perform same shall not In any way excuse any contractor, subcontractor or supplier from performance of Its work In accordance with the contract documents. 6. PAYMENT: Client shall be invoiced for work performed to date as outlined in the proposal. Client agrees to pay each Invoice within thirty (30) days of receipt. Payment made beyond this period shall be subject to interest at Prime Rate plus 5%APR. 7. TERMINATION: This Agreement may be terminated by either party upon seven day's prior written notice, In the event of termination, Client shall compensate SEG for all services performed up to and including the termination date, including reimbursable expenses. 8. SERVICES: SEG's services will be performed and documents prepared In accordance with its proposal, Client's acceptance thereof, these General Conditions, and with generally accepted principles and practices in performing Its professional services, SEG will use that degree of care and skill ordinarily exercised under similar circumstances by members of Its professions, Statements made in SEG's reports are opinions based upon professional judgment and are not to be construed as representations of fact. 9. LIMITS OF LIABILITY: The Client agrees that the total liability of SEG for any claims arising out of services performed under this Agreement shall be limited to a maximum of the net fee received by SEG, exclusive of reimbursable expenses, consultants' fees and expenses. 10, PROVISIONS SEVERABLE: In the event any of the provisions of these general conditions should be found to be unenforceable It shall be stricken and the remaining provisions shall be enforceable. 11. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding of the parties, and there are no representations, warranties or undertaking made other than as set forth herein. This Agreement may be modified only in writing, signed by each of the parties hereto, 12, SEG shall have no responsibility for the presence, discovery, removal or exposure of persons to hazardous materials of any kind, Including asbestos or other toxic substances. GENERAL CONDITIONS Specialty Engineering Group LLC