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HomeMy WebLinkAboutEvergreen ConsultantsAGREEMENT This AGREEMENT, made on the � day of -LL2019, by and WE between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and EVERGREEN CONSULTANTS, LLC, 2918 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. I:\Engineering\202D CONTRACTS\Evergreen 2020 Wetland Delin\Evergreen Agreement-2020 Wetla d Page 1 of 7 Delin_11-22-19.d. 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. 1:\Engineer1ng\21120 C0NIRACI5\Evergreen 20M Wetland Delis\Evergreen Agreement-2020 Wetland Page 2 of 7 Detin_11-22.19.d= r 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 -furnished 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 Project Authorization forms. I:\Egineedng\202000NIRACMEWrgm 2020Wetland Dehn\Evergreen Agreement-2020 Wetland Dewt11-22-29.do" Page 3 of 7 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 herein 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 XIL PAYMENT A. The Agreement Sum. The CTFY 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. I: Mgineering\2020 C0NTRACfS\EverSmti2020 Welland Delin\Evergreen Agreement-2020 Wetb d Page 4 of 7 DeRn_11-22-19.d. 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 arising 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. 1:\EVi ring\2020 COMB M\Evergreen 20M Wetand Delin\Evergreen Agn ent-=Wetland Page of Deli 111.22-19.d= ♦ �S 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 arising out of or related to the unauthorized re- use, change, or alteration of these project documents. ARTICLE XVH. 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. I:IE4rering12020 corm ACTSXHwrgren 2= wetlm,d clewIEwrgre Agre en42020 wedm,d Page 6of7 Win ll-22-19.d= 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 Member if a Corporation) (Specify Title) By: (Specify Title) (Witness) (Witness) APPROVED: �� �V rt t.._ ` tl_.�li [oil 6z ldr•l-I 4 1 sl By:f�dG/� Mark A. Rohloff, City Manager And: Pamela R. Ubrig, City Clerk I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. v— City Comptroller/ I:\ErgIn ring\2020 CONTRACTS\Evergreen 202DWetland Ddi \Evergreen Agreement-2020 WetleM Page7of7 DeHr 11-22-19.doa 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: Signature: Name: Title: Name: Dan Gabrilska Title: Civil Engineering Supervisor Date: Date: L\Engineedng\=CONTRACTS\Ewgre M20 Wetland Delin\91enk PrPrq Auth F0m 11-22-19.d= Page 1 of 1 AC©RO® CERTIFICATE OF LIABILITY INSURANCE `/ DAM (MMDDrYYY) 1 11/13/2019 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 have ADDITIONAL INSURED provisions or 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 certifl holder in lieu of such endomement(s). PRODUCER _ R�C Green Bay Insurance Center ! 417 S. Monroe Avenue 3 2p19 \VO� Z Rps NAME: Tara Schumacher PHONE g20437-9281 FAXNo E-p ARIL . tara@gbic.com INSURERS AFFORDING COVERAGE NAIC0 INSURERA: Arrowhead/General Casualty - WI 24414 Green Bay L1 r1 INSURED (� pT'/ r W Evergreen Consultants U. 95`�1 + ���111 INSURER B: Evanston Insurance INSURERC: INSURER D: 2907 Baylite Or NSURERE: INSURER F: Green Bay WI 54313 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. LTRR TYPE OF INSURANCE WuD POLICY NUMBER POLICCY EFF POLMMDIfffIrl ICY ICY EXPINSID LIMITS X COMMERCIALGENERALUABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR PREMISES ite occurrence S 100,000 MED EXP (My one rson $ 10,000 I PERSONAL a ADV INJURY E 1,000,000 A Y BPK0002156 3/1/2019 3/1/2020 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE E 2.000,000 POLICYJECT F1LOC PRODUCTS -COMROP AGG E 2.000.000 $ OTHER: AUTOMOBILEUABIUTY COMBINED SINGLE LIMITIts accident) $ 1,000,000 ANY AUTO BODILY INJURY (Per person) S •y OWNED $OHEouLED AUTOS ONLY X AUTOS BCA0001259 211/2019 211/2020 BODILY INJURY (Per accident) S PROPERTY DAMAGE fPer ecrldanl $ X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY E UMBRELLA LIAB OCCUR EACH OCCURRENCE E AGGREGATE E 2.000,000 A EXCESS LIAR CLAIMS -MADE BUM0001516 3/1/2019 3/1/2020 LIED I X I RETENTIONS $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OF CEORIMEMBEREXCLUDED'1 ECUTIVE Y J (Mandatory In NH) NIA BW00001388 3/1/2019 3111202Q X STATUTE R E.L. EACH ACCIDENT E 100.000 E.L DISEASE - EA EMPLOYEE E 100,000 If as, rib s, desce under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT E 500.000 8 Errors And Omissions MKLV3ENV7004879 03I01/2019 03I01/2020 Prof Liability 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Aeon 101, Additional Remarks Schedule, maybe aftaehad If mare space Is required) The City of Oshkosh, and its officers, Council members, agents, employees and authorized volunteers are included as additional insureds regarding general liability per form AH CG8617 0917, attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Oshkosh ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE PO Box 1130 Oshkosh WI 54902-1130 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY AH CG 8617 09 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NONCONTRACTOR'S ADDITIONAL INSUREDS ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization (called additional insured) described in Paragraphs A.1. through A.8. below whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be currently in effect or becoming effective during the term of this policy; executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury," but this paragraph does not apply to any additional insured more specifically identified elsewhere in the policy. 1. ADDITIONAL INSURED —STATE OR POLITICAL SUBDIVISIONS — PERMITS A state or political subdivision subject to the following provisions: a. A state or political subdivision is an additional insured only with respect to the following hazards for which the state or political subdivision has issued a permit in connection, with premises you own, rent, or control to which this insurance applies: (1) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, drive- ways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (2) The construction, erection, or removal of elevators; or (3) The ownership, maintenance, or use of any elevators covered by this insurance. b. A state or political subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury;' property damage" or "personal and advertising injury" arising out of operations performed by or for you for the state or political subdivision. 2. ADDITIONAL INSURED — CONTROLLING INTEREST Any person or organizations with a controlling interest in you but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. 3. ADDITIONAL INSURED — MANAGERS OR LESSORS OF PREMISES A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: Includes copyrighted material of Insurance Services Office, Inc. AH CG 8617 09 17 with its permission. Page 1 of 3 a. Any "occurrence" which takes place after you can cease to be a tenant in that premises: or b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 4. ADDITIONAL INSURED — MORTGAGEE, ASSIGNEE OR RECEIVER A mortgagee. assignee or receiver but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. 5. ADDITIONAL INSURED — OWNERS OR, OTHER INTERESTS FROM WHOM LAND HAS BEEN LEASED An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to lease that land; or b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. 6. ADDITIONAL INSURED — CO-OWNER OF INSURED PREMISES A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co- owner of such premises. 7. ADDITIONAL INSURED — LESSOR OF LEASED -EQUIPMENT Any person or organization from whom you lease equipment. Such person or organization are insured only with respect to their liability arising out of the maintenance, operation or use by you or equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: a. To any "occurrence" which takes place after the equipment lease expires; or b. To "bodily injury" or "property damage" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under Paragraphs A.I. through A.B. above does not apply to "bodily injury" or "property damage" included within the "products - completed operations hazard." 8. ADDITIONAL INSURED — VENDORS Any "vendor', but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business, subject to the following additional exclusions: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (6) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product. Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 3 with its permission. AH CG 8617 09 17 (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or (8) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Sub- paragraphs d. or f.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom -you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. B. As respects the coverage provided under this endorsement, Paragraph. 4.b.(3.) SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is added: 4.b.(3.) This insurance is excess over any other insurance covering the additional insured as an insured whether primary, excess, contingent or on any other basis, unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. Includes copyrighted material of Insurance Services Office, Inc. AH CG 8617 09 17 with its permission. Page 3 of 3