HomeMy WebLinkAboutDonohue & Assoc.AG—REEMENT
�da f n/per 2019, by and
This AGREEMENT, made on the �Y ot'+�"�—�
CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY,
between the
and DONof the econd partOhereinafterlrSheboygan, WI 53081,
referred to as the CONSULTANT
party
WITNESSETH:
The CITY and the CONSULTANT, for the consideration hereinafter named, enter
into the following AGREEMENT for STRUCTURAL G DESIGN AN
CONSTRUCTION RELATED SERVICES FOR 2020 CAPITAL IMPROVEMENT PROJECTS
ARTICLE I PROTECT MANAGER
A. Assignment of Project Managdescribed ee in this A CONSULTANT
s •all assign the following
individual to manage the PROJECT
Craig Schuenemann, P.E. — Structural Engineer
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 oe Project substitute
The CITY shall be provided with a resume or other information for any proposed change.
and shall be given the opportunity to interview that person prior to any proposed
ARTIC--Ell. 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 the general services described below:
Preparation of design drawings, review of standard specifications, and
preparation of special conditions related to structural engineering components of
projects. projects, including review of
Assistance during construction phase of the
contractor submittals, and field visits, if necessary.
This Agreement is a General Services Master Agreement. Services needed will be
detailed further within individual task order Project Authorizations. 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
remain the property of the CITY.
ARTICLE IV. 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.
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. 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. 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 each Project Authorization.
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 IX. 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 X. PAYMENT
A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the
performance of the AGREEMENT as set forth below, adjusted by any changes hereafter
mutually agreed upon in writing by the parties hereto:
Time and Materials Not to Exceed $60,000 (Sixty Thousand Dollars).
Attached fee schedule(s) shall be firm for the duration of this AGREEMENT.
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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.
D. Indirect Costs. Indirect costs such as computer time, printing, copying, cell
phone charges, telephone charges, and equipment rental shall be considered overhead and
shall not be invoiced separately to the PROJECT.
E. Expenses. Expenses may be billed with up to a maximum of 10% mark-up.
All invoices with expenses shall include supporting documentation of the expense. Failure
to include the supporting documentation will result in the reduction of payments by the
amount of those expense(s) not including documentation.
ARTICLE XI. 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 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.
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ARTICLE XII. INSURANCE
The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance
Requirements.
ARTICLE XIII. 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 XIV. RE -USE OF PROTECT DOCUMENTS
All reports, drawings, specifications, documents, and other deliverables of
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
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 XV. SUSPENSION. DELAY, OR INTERRUPTION OF WORK
The CITY may suspend, delay, or interrupt the services of CONSULTANT for the
convenience of the CITY. In such event, CONSULTANT's contract price and schedule shall
be equitably adjusted.
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ARTICLE XVI. NO THIRD -PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than the CITY and
CONSULTANT and has no third -party beneficiaries.
In the Presence of:
(Seal of Consultant
if a Corporation)
(Witness)
(Witness)
APPROVED:
CONSULTANT
By:
(Specify Title)
By: 2j//%t�A2
SGn er v,c.
(Specify Title)
CITY OF OSHKOSH
a
&Me
A. Rohloff, City
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.
�-4-,e�
City Comptroller
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