HomeMy WebLinkAbout37. Professional Services Agreement with Evergreen Consultants, LLCr,A
City
of
Oshkosh
MEMORANDUM
DATE: December 5, 2019
TO: Honorable Mayor and Members of the Common Council
FROM: Mark A. Rohloff, City Manager.,#,7
RE: Professional Services Agreement for 2020 Wetland Determination and
Delineation Services / Evergreen Consultants, LLC ($30,000)
The Department of Public Works requested a proposal from Evergreen Consultants, LLC
(Evergreen) for wetland determination and delineation services for the 2020 calendar year. This
agreement is intended for use as a Master Services agreement for wetland delineation services to
the City. All work completed under this agreement will be completed on a task order basis when
site criteria have been established.
Evergreen was chosen because of their knowledge of the City, vast experience with this type of
work, and their status as a Wisconsin Department of Natural Resources Assured Delineator. The
cost of these services is estimated not to exceed $30,000, and will be funded through the
appropriate sections of the 2020 Capital Improvement Program. Project Authorizations will be
prepared for each request for services that will define the scope of services and budget to be
adhered to for those services.
Chapter 12 of the Municipal Code of the City of Oshkosh provides that professional services of a
specialized nature, including engineering services, may be procured without the use of formal,
sealed quotes. In accordance with Section 12-16 of the Code, I am hereby submitting this report
regarding this professional services agreement.
Please contact me if you have any questions concerning this professional services agreement.
MAR/jg
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AGREEMENT
This AGREEMENT, made on the _ day of 2019, by and
between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY,
and EVERGREEN CONSULTANTS, LLC, 2915 Van Hoof Road, Green Bay, WI 54313,
party of the second part, hereinafter referred to as the CONSULTANT,
WITNESSETH.
The CITY and the CONSULTANT, for the consideration hereinafter named, enter
into the following AGREEMENT for 2020 WETLAND DETERMINATION AND
DELINEATION SERVICES
ARTICLE I. PROTECT MANAGER
A. Assignment of Project Manager. The CONSULTANT shall assign the following
individual to manage the PROJECT described in this AGREEMENT:
Chad M Fradette — EP Chemist
B. Changes in Project Manager. The CITY shall have the right to approve or
disapprove of any proposed change from the individual named above as Project Manager.
The CITY shall be provided with a resume or other information for any proposed substitute
and shall be given the opportunity to interview that person prior to any proposed change.
ARTICLE II CITY REPRESENTATIVE
The CITY shall assign the following individual to manage the PROJECT described in
this AGREEMENT:
Dan Gabrilska — Civil Engineering Supervisor
ARTICLE III. SCOPE OF WORK
The CONSULTANT shall provide wetland delineation services upon request. A
separate scope of work and budget will be developed for each Project Authorization. A
sample Project Authorization form is attached to this AGREEMENT.
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The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT If such changes affect CONSULTANT's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT.
All reports, drawings, specifications, computer files, field data, notes, and other
documents and instruments prepared by the CONSULTANT as instruments of service shall
become the property of the CITY.
ARTICLE IV. STANDARD OF CARE
The standard of care applicable to the 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 The
CONSULTANT will re -perform any services not meeting this standard without additional
compensation.
ARTICLE V OPINIONS OF COST, FINANCIAL CONSIDERATIONS AND SCHEDULES
In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, CONSULTANT has no control over cost or price of labor
and materials, unknown or latent conditions of existing equipment or structures that may
affect operation or maintenance costs; competitive bidding procedures and market
conditions, time or quality of performance by operating personnel or third parties; and
other economic and operational factors that may materially affect the ultimate project cost
or schedule. Therefore, it is understood between the parties the CONSULTANT makes no
warranty the CITY's actual project costs, financial aspects, economic feasibility, or schedules
will not vary from CONSULTANT's opinions, analyses, projections, or estimates.
ARTICLE VI. RECORD DRAWINGS
Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others. The CONSULTANT is not responsible for any errors or
omissions in the information from others the CONSULTANT reasonably relied upon and
are incorporated into the record drawings.
ARTICLE VII. 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.
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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.
ARTICLE VIII ASBESTOS OR HAZARDOUS SUBSTANCES
If asbestos or hazardous substances in any form are encountered or suspected,
CONSULTANT will stop its own work in the affected portions of the PROJECT to permit
testing and evaluation.
If asbestos is suspected, CONSULTANT will, if requested, manage the asbestos
remediation activities using a qualified subcontractor at an additional fee and contract
terms to be negotiated
If hazardous substances other than asbestos are suspected, CONSULTANT will, if
requested, conduct tests to determine the extent of the problem and will perform the
necessary studies and recommend the necessary remedial measures at an additional fee and
contract terms to be negotiated.
The CITY recognizes CONSULTANT assumes no risk and/or liability for a waste or
hazardous waste site originated by other than the CONSULTANT.
ARTICLE IX. CITY'S INSURANCE
The CITY will maintain property insurance on all pre-existing physical facilities
associated in any way with the PROJECT
The CITY will provide (or have the construction contractor(s) provide) a Builders
Risk All Risk insurance policy for the full replacement value of all project work including
the value of all onsite CITY-fumished equipment and/or materials associated with
CONSULTANT's services Upon request, the CITY will provide CONSULTANT a copy of
such policy
ARTICLE X. TIME OF COMPLETION
The work to be performed under this AGREEMENT shall be commenced and the
work completed within the time limits as agreed upon in the CONSULTANT's individual
Protect Authorization forms.
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The CONSULTANT shall perform the services under this AGREEMENT with
reasonable diligence and expediency consistent with sound professional practices. The
CITY agrees 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, failure of performance
by the CITY, or discovery of any hazardous substances or differing site conditions. 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.
ARTICLE XI 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 herem set out verbatim, or if not attached, as if hereto
attached.
1. This Instrument
2 Individual Project Authorization Form
In the event 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.
ARTICLE XII. PAYMENT
A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the
performance of the AGREEMENT the total sum as set forth below, adjusted by any changes
hereafter mutually agreed upon in writing by the parties hereto•
• Not to Exceed Contract Amount of $30,000 (Thirty Thousand Dollars).
Individual budgets for each project will be negotiated and specified on each
Project Authorization form.
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B. Method of Payment. The CONSULTANT shall submit itemized monthly
statements for services All Project Authorization forms shall have a unique task code
assigned. All invoices shall clearly identify invoice amount per task code. The CITY shall
pay the CONSULTANT within thirty (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
ARTICLE XIII. 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, his/her
agents or assigns, his/her employees, or his/her subcontractors related however remotely 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 the CONSULTANT harmless from any
and all liability, including claims, demands, losses, costs, damages, and expenses of every
kind and description (including death), or damages to person or property ansing out of re-
use of the documents without consent 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.
ARTICLE XIV. INSURANCE
The CONSULTANT agrees to obtain General Liability Coverage of $500,000 per
occurrence. The following must be named as additional insureds —City of Oshkosh, and its
officers, council members, agents, employees, and authorized volunteers.
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Certificates of Insurance acceptable to the CITY shall be submitted to the
Engineering Division of the Department of Public Works prior to the commencement of the
work. These certificates shall contain a provision that coverage afforded under the policies
will not be cancelled or non -renewed until at least 30 days prior written notice has been
given to the City Clerk of the City of Oshkosh
ARTICLE XV. TERMINATION
A For Cause If the CONSULTANT shall fail to fulfill in timely and proper
manner any of the obligations under this AGREEMENT, the CITY shall have the right to
terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the
CONSULTANT shall be entitled to compensation for any satisfactory, usable work
completed
B. For Convenience The CITY may terminate this AGREEMENT at any time by
giving written notice to the CONSULTANT no later than ten (10) calendar days before the
termination date. If the CITY terminates under this paragraph, then the CONSULTANT
shall be entitled to compensation for any satisfactory work performed to the date of
termination.
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.
ARTICLE XVI RE -USE OF PROTECT DOCUMENTS
All reports, drawings, specifications, documents, and other deliverables of the
CONSULTANT, whether in hard copy or in electronic form, are instruments of service for
this PROJECT, whether the PROJECT is completed or not. The CITY agrees to indemnify
the CONSULTANT and CONSULTANT's officers, employees, subcontractors, and
affiliated corporations from all claims, damages, losses, and costs, including, but not limited
to, litigation expenses and attorney's fees ansmg out of or related to the unauthorized re-
use, change, or alteration of these project documents.
ARTICLE XVII SUSPENSION, DELAY, OR INTERRUPTION OF WORK
The CITY may suspend, delay, or interrupt the services of the CONSULTANT for
the convenience of the CITY. In such event, the CONSULTANT's contract price and
schedule shall be equitably adjusted.
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ARTICLE XVIII. NO THIRD -PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than the CITY and the
CONSULTANT and has no third -party beneficiaries.
In the Presence of: CONSULTANT(
By:
12-2-2019
(Seal of Consultant Managing Me/ber
if a Corporation) (Specify Title)
By
(Specify Title)
CITY OF OSHKOSH
!2
(Witness) Mark A. Rohloff, City Manager
And:
(Witness) 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 AGREEMENT
City Attorney
City Comptroller
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PROJECT AUTHORIZATION NUMBER
("Work Order")
Owner- City of Oshkosh Department Public Works
Authorized Office: 215 Church Avenue, P.O. Box 1130, Oshkosh, Wisconsin 54903-1130
Owner -Authorized Representative: Dan Gabriska, Civil Engineering Supervisor
Project 2020 Wetland Determination and Delineation Services
City of Oshkosh Contract Number.
The authorizing office requires performance of the following described Services:
Form of Compensation:
® Lump Sum•
Additional Terms and Conditions- None
Authorized Services shall be performed in accordance with the terms and provisions of the
agreement between CONSULTANT and the City of Oshkosh, dated This
Project Authorization shall be effective only upon date of signature of an authorized
representative of the City of Oshkosh.
CONSULTANT CITY OF OSHKOSH
Signature:
Name:
Title -
Date.
Signature,
Name. Dan Gabrilska
Title- Civil Engineering Supervisor
Date.
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