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HomeMy WebLinkAbout4373+Enter Search Criteria, Press Eec Key to Transmit Press Del Key to Terminate Delete Mode CHANGE Contract Transactions Contract Number 4373 + +Vendor Name ZIMMER-GUNSUL-FRASCA PARTNERSHIP +Subject DESIGN SERVICES - GOVERNMENT CENTER Department ECON DEVEL Status Code PRO Amount $40000.00 Begin Date 05/28/2003 Insurance End Date 12/31/2003 Type Amount Review Date 02/15/2006 GL $2000000.00 Eao $3000000.00 Insurance Total $5000000.00 Insurance Review Date 07/01/2004 Comments E&O EXP 6/05 VAULT 01/01/2006 + PROFESSIONAL SERVICES AGREEMENT Zimmer-GunsubFrasca Partnership Government Center Tenant Improvement Design Services The City of Bremerton ("City") and Zimmer-Gunsul-Frasca Partnership, ("Contractor"), referred to collectively as the "Parties," enter into the following Agreement for professional services: L Scope: The Contractor will perform programming, space planning, interior design and preparation of construction documents as more fully described in Exhibit "A' to this agreement. Il. Term: This Agreement commences on May 28, 2003 and terminates on December 31, 2003 unless another date is substituted pursuant to Sections VI. (D). or VIII. HI. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor an amount not to Exceed $40,000.00 (Forty Thousand Dollars) pursuant to rates stated in Exhibit "B" attached. 'IV. Relationship of Parties: Contractor is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Contractor and its personnel are independent contractors and not employees of the City. Contractor and its personnel have no authority to bind the City or to control the City's employees and other contractors. As an independent contractor, Contractor is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Contractor or its personnel. As an independent contractor, Contractor is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this A~'eement. These taxes and fees include but are not limited to State industrial insurance, B&O, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising fi-om the delinquency, fi-om any payments due Contractor. V. Insurance and Hold Harmless: Prior to the commencement date of this Agreement, Contractor shall provide Certificates of Insurance to the City's Risk Manager verifying the following coverage: 1) a professional liability policy ("E&O') providing coverage of Two Million Dollars ($2,000,000.00) for errors and omissions committed by Contractor while performing its obligations under this Agreement, and 2) a comprehensive general liability ("CGL") policy providing coverage of at least $500,000 per occurrence and including bodily injury and property damage. The CGL shall name the City as an additional insured. Both policies shall remain in full force and effect, and provide coverage for the full term of this Agreement. Page I of 5 Insurer shall provide the Risk Manager with 30 days' written notice of any cancellation or change of coverage of either policy. Contractor shall be solely responsible for the acts and failures to act of its personnel, which arise in any way out of performance of this Agreement. Contractor agrees to defend, indemnify, and hold harmless the City and its officials and employees bom and against all liability, loss, damages, and expenses, including costs and attorneys' fees, resulting from actions, claims, and lawsuits arising or alleged to have arisen, in whole or in part, out of or in consequence of the acts or failures to act of Contractor, its employees, its subcontractors, its agents, or its assigns in the performance of this Agreement. The City and Contractor have specifically negotiated Contractor's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes of Contractor's indemnification and hold harmless of the City, including the duty to defend. This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found to arise solely bom the acts or failures to act of the City. VI. General Conditions: A. Reports and Information: When requested by the City, Contractor shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Contractor shall maintain .accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. R Entire Al~reement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. C. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. D~ Modification: This Agreement may only be modified by written instrument signed by both Parties. E. Notices: Notices shall be in writing and delivered to the following addresses: City Address Contractor Address City of Bremerton Zimmer-Gunsul-Frasca Partnership 239 Fourth Street 1191 Second Avenue Suite 800 Bremerton, WA. 98337 SeaRle, WA. 98101 F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any fight or power arising out of this Agreement shall not be deemed waiver of any other right or power. Zimmer-Gumul-Frasca Partnership P~e 2 of 5 G. Com01iance with Laws: Contractor shall comply with all applicable Federal, 8ta~e, and local laws in performing its obligations under this Agreement. H. Choice of Law and Venue: This A~'eement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. I. Attorneys' Fees: In any dispute involving the City and the Architect or otherwise arising under or relating to this Agreement, each party shall be responsible for their own attorney's fees and costs, together with any and all expert fees. VII. Nondi~:rimination: Contractor shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. VIIL Termination: This Agreement may be terminated, at will, by the City upon 30 days' notice to the Contractor. The City may immediately tv~minate this Agreement for cause if the Contractor substantially fails to perform and does not commence correction of the failure of performance within five days of the City's sending notice to the Contractor. Upon termination the City will be entitled to reports showing the status and/or all work products, independent of their stage of completion or preparation format. Zimmer-GunsuI-Frasca Parmership ! ON Car~ Date Approved as to form: Responsible: MeCluskey ) Zimmer-C_nmml-Fras~ Pa~n&'ship Zimmer-Gunsul-Frasca Patina-ship Page 4 of 5 Page 5 of 5