HomeMy WebLinkAboutFacility Engineering Fire Station 18-Roof Replacement 2019 ORIGINAL
of
Oshkosh
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made on the 5th day of March, 2019, by and between the CITY of OSHKOSH,
hereinafter referred to as CITY,and FACILITY ENGINEERING INC., 101 DEMPSEY ROAD,MADISON,
WI 53714,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 March 4, 2019, 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 Urben, General Services Division
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 1130 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
A. Term. This Agreement shall commence upon the date indicated above and shall terminate on
April 30, 2019, unless terminated earlier by one of the parties as provided below, except that CITY may
extend this Agreement,upon written notice to CONSULTANT.
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
CONSULTANT shall not have the right to assign this Agreement without the written prior consent of
the City.
INDEPENDENT CON TRACTOR
CONSULTANT is an independent contractor and is not an employee of the CITY.
COOPERATION IN LITIGATION AND AUDITS
CONSULTANT 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
CONSULTANT is a named party and CONSULTANT 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 CONSULTANT'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 CONSULTANT 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. CONSULTANT 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 of $1,500.00 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 CONSULTANT 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
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 CONSULTANT 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: CONSULTANT
Name of Company/Firm A 4FACIL-TY (N t4C LNG
P �
By: , C L
PPCSICENT
(Seal of Consultant (Specify Title)
if a Corporation.)
CITY OF OSHKOSH
By:
Mark A. Rohloff, City Manager
(W. e
And: t
Wi s) Pamela R.Ubrig, City erk
APPROVED: I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
(1;1this contract
City orney
drOra JC IA IY\
City Comptroller
Lejed•of A
IFACILITY
Mil ENGINEERING
Since 1996
March 4,2019
Maintenance
Programming Mr.Jon G.Urben,CPPO,FM?
Architectural Manager,General Services Division
Engineering City of Oshkosh •
Consulting RE: Fire Station 18(OFD 18)Consultation
•
Dear Mr. Urben:
Thank you for the opportunity to provide you with a proposal for professional services related to the
Building Envelope: assessment of roofing and the investigation of moisture intrusion at the development known as OFD
18 in Oshkosh,WI. You have asked us to inspect the roofing regions,along with their interior
Investigation counterpart,and study effects on adjacent construction and possible moisture intrusion and the nature
Assessment of necessary replacement,maintenance and/or repairs.
Design
Support More specifically,you are looking for our firm to:
1. Perform an assessment of the condition of the roofing systems;
2. Recommend and specify any temporary work to keep water from entering the structure; and,
3. Identify roofing in need of replacement; and,
Energy Conservation Based upon our brief discussion and my understanding of the project to date,Facility Engineering,
by Design. Inc. (FED proposes the following scope of work.
•
Proposal
FEI is providing you with a service for investigations and documentation consisting of a close
, '# examination of localized exterior and interior conditions and related report preparation. The goal is
~i,,
- , ,,
to develop a baseline assessment of the selected existing exterior and interior conditions of the
roofing systems and to opine on priorities for replacement,maintenance and/or repair.
• Existing drawings(in your possession)shall be reviewed at your office and supplemented
MEMBER with photographs of selected roof regions.
MEMBER OF • Field notes shall be annotated on the drawings or photographs.A brief report shall outline
the general conditions, identify areas of concern and outline general priorities.
rt I • Any field conditions or dimensions that are different than drawings would only be generally
noted.
• All observation shall be performed from the rooftop or adjacent balconies/floors using
binoculars and scopes as necessary, or from floor-level as in the case of interior review.
Observation via aerial lift is an option.
• Suggestions will be provided for regions requiring further analysis.
101 Dempsey Road • Madison, WI 53714. 608.240.9110 • fax 608.240.9112
www.facilityengineeringinc.com
City of Oshkosh
Proposal—OFD 18 Consultation
March 1,2019
Page 2 of 3
General approach
Mobilization Phase
Collect&Review Drawings and Reports
• City of Oshkosh will assemble and copy all relevant historical and contemporary documents
(including written material,recent repair proposals and invoices,photographs and drawings)
from their collection and make them available to FEI.
• FEI will prepare for on-site condition assessment: coordinate access, dates and times with
City of Oshkosh staff.
Assessment&Report Phase
Condition Assessment
• Up to 8 hours travel and on-site observation and inspection of conditions and recording field
notes and photos.
• Minor selective removal as necessary.
• Review conditions at end of each site visit.
• Meet with City of Oshkosh to discuss preliminary findings.
Meeting
• Discuss fmdings from observation and inspection.
• Discuss key issues,priorities and areas for further analysis.
• Discuss probable scope of remedial,restoration and preservation work.
Final Condition Assessment Report
• Develop final text and illustrations for report.
• Undertake final editing of report.
• Author final report.
• Prepare a final report, one volume(length and amount of detail to be negotiated).
• Deliver one electronic copy to City of Oshkosh.
Compensation
Compensation is based upon hourly rates and related hours assigned to each defined task plus
reimbursable expenses. Any additional services beyond the scope of this proposal will be performed
upon written authorization and will be compensated at the hourly rates indicated.
Professional Fees
FEI proposes its fee shall not exceed the following estimates for the listed activities.
Mobilization,Assessment,and Report Phases $ 1,500.00
Fees shall be billed using the standard terms and conditions(copy attached)or mutually-agreed upon
terms.
Related reimbursable expenses are not included and will be billed in addition to the base fee.
Sample reimbursable expenses:Aerial lift and platform;mileage.
Schedule
We can begin field work on or about March 8,2019.
101 Dempsey Road • Madison,WI 53714. 608.240.9110 • fax 608.240.9112
www.facilityengineeringinc.com
•
City of Oshkosh
Proposal—OFD 18 Consultation
March 1,2019
Page 3 of 3
General Terms
• FEI shall be provided full access(with escort)to the interior and exterior of the property for the
duration of time required to complete the work.
• The on-site observations will be conducted over a period of a half-day.
• City of Oshkosh shall provide information on the history of the building and construction,
repairs and/or modifications made.
• Hazardous materials work is not included within the scope of this work.
• In recognition of the relative risks,rewards and benefits of the project to both City of Oshkosh
and FEI,the risks have been allocated such that City of Oshkosh agrees that,to the fullest extent
permitted by law,FEI's total liability to City of Oshkosh for any professional liability claims or
claim expenses arising out of the agreement from any cause or causes, shall not exceed the value
of the contract.
• This list is not all-inclusive and is meant to complement any Purchase Order agreement.
If the proposal meets with your approval and acceptance,please sign a copy and forward it to our
office.Thank you for this opportunity.
Sincerely,
Facility Engineering,Inc.
Latoktia `11
Daniel L.Maid,P.E.,M ASCE,BECxP
Project Engineer
DM/pw
ACCEPTANCE OF PROPOSAL
The above prices and conditions are satisfactory and hereby accepted.
Date of acceptance
Signature
Title
101 Dempsey Road • Madison,WI 53714. 608.240.9110 • fax 608.240.9112
www.facilityengineeringinc.com