HomeMy WebLinkAboutBoard of Regents UWMAGREEMENT
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This AGREEMENT, made on the � day o CkW 20W by and
between the CITY OF OSHKOSH, party of the first part, hereinafter ferred to as CITY,
and BOARD OF REGENTS OF THE UNIVERSITY OF WISCONSIN ON BEHALF OF THE
UNIVERSITY OF WISCONSIN-MILWAUKEE ("University"), Department of
Anthropology -Sabin 290, PO Box 413, Milwaukee, WI 53201, 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 ARCHAEOLOGICAL INVESTIGATIONS FOR
CALENDAR YEAR 2020 CAPITAL IMPROVEMENT PROJECTS.
ARTICLE I. PROJECT MANAGER
A. Assignment of Project Manager. The CONSULTANT shall assign the following
individual to manage the PROJECT described in this AGREEMENT:
Jennifer R. Haas, M.A. — Principal Investigator
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 the general services described below:
On -call consulting to the CITY for compliance with Wisconsin Statute 44.40
and 157.70;
Securing permission from the Wisconsin Historical Society, on behalf of the
CITY to construct within the burial sites as per Wisconsin Statute 157.70:
0 Conducting Phase I archaeological survey
o Providing qualified archaeologist for monitoring during construction
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o Preparing Phase I and monitoring reports for submittal to the
Wisconsin Historical Society;
• Assistance relative to Wisconsin Department of Natural Resources (WDNR)
permits that require clearance per Wisconsin Statute 44.40 and 157.70:
o Conducting Phase I archaeological survey
o Providing a qualified archaeologist for monitoring during
construction
o Preparing Phase I and monitoring reports for submittal to the WDNR
and the Wisconsin Historical Society.
This AGREEMENT is a General Service Master Agreement. Services needed will be
detailed further within individual task order Project Authorizations. A sample Project
Authorization form is attached to this AGREEMENT.
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 and tangible deliverables created under this AGREEMENT shall be the
property of the CITY. All original data shall remain the property of CONSULTANT.
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.
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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.
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.
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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 Authorizations.
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 govem 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:
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Time and Materials Not to Exceed $20,000 (Twenty Thousand Dollars).
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 XIH. HOLD HARMLESS
To the extent authorized by the laws of the State of Wisconsin governing liability of
State agencies, including in particular Sec. 893.82 and 895.46(1) of the Wisconsin Statutes,
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 XIV. INSURANCE
The CONSULTANT is self -funded for liability (including general, professional, and
automobile) under Secs. 895.46, 893.82, and 20.505(2)(k) of the Wisconsin Statutes. This
protection provides coverage of the University's officers, employees, and agents, while in
the course and scope of their duties. The State of Wisconsin Liability Program is funded to
pay in excess of $1 million for negligent acts or omissions of its officers, employees, and
agents, in accordance with the statutes. Coverage is continuous under the law.
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
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 XVII. 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 XVIII. NO THIRD -PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than CITY and
CONSULTANT and has no third -party beneficiaries.
In the Presence of: CONSULTANT
1� Thomas R. Marcussen
(Seal of Consultant Director, Office of Sponsored Programs
if a Corporation.) (Specify Title)
By:
Kate Mollen
Associate Director, Office of Sponsored Programs
(Specify Title)
CITY OF OSHKOSH
By: (Witness) Mark Mark A. Rohloff, City Manager
And -
(Witness) Pamela R. Ubrig, City erk
APPROVED: I hereby certify that the necessary provisions
have been made to pay the liability which
will accrue under this AGREEMENT.
City ttorney
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 Gabrilska, Civil Engineering Supervisor
Project: Archaeological Investigations for Calendar Year 2020 Capital Improvement Projects
Owner Invoicing Contact: Tracy Taylor
City of Oshkosh Department of Public Works
PO Box 1130 `
Oshkosh, WI 54903-1130
Telephone No.: (920)236-5065
FAX No.: (920)236-5068
E-Mail Address: ttaylor@ci.oshkosh.wi.us
University of Wisconsin -Milwaukee Project Number:
City of Oshkosh Contract Number: Contract #
The authorizing office requires performance of the following described Services:
Form of Compensation:
® Time and Materials Not to Exceed:
Additional Terms and Conditions: None
Authorized Services shall be performed in accordance with the terms and provisions of the agreement
between University of Wisconsin -Milwaukee 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.
Board of Regents of the University of
Wisconsin on behalf of the University
of Wisconsin -Milwaukee
City of Oshkosh Department of Public Works
Authorized Representative Signature Authorized Representative Signature
Authorized Representative Name
Date:
Dan Gabrilska
Authorized Representative Name
Date:
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