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Oshkosh
PROFESSIONAL SERVICES AGREEMENT
BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL—CITY OF OSHKOSH
SPANBAUER PARK BASEBALL FIELD
THIS AGREEMENT, made on the 30TH day of JULY 2018 by and between the CITY of OSHKOSH,
hereinafter referred to as CITY, and RETTLER CORPORATION, 3317 BUSINESS PARK DRIVE,
STEVENS POINT,WI 54482,hereinafter referred to as the CONSULTANT.
WITNESSETH:
That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the
following Agreement.
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. Consultant's Professional Services Proposal dated JULY 13,2018, and attached hereto.
In the event that any provision in any of the above component parts of tl-s 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.
CITY REPRESENTATIVE
The CITY shall assign the following individual to manage this Agreement:
(RAY MAURER,CITY OF OSHKOSH PARKS DIRECTOR)
SCOPE OF WORK
The CONSULTANT shall provide the services described in the CONSULTANT's attached Professional
Services Proposal. CITY may make or approve changes within the general. Scope of Services contained
within the Professional Services Proposal and in this AGREEMENT.If such changes affect CONSULTANT's
cost or time required for performance of the services, an equitable adjustment will be made through an
amendment to this AGREEMENT.
City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 tittp://www.ci.oshkosh.wi.us ~
RECORDS AND INSTRUMENTS OF SERVICE
All reports, drawings, software, data, computer files, and other materials, documents and instruments
prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Any
document related to this agreement, whether in electronic or paper form, is considered a public record
and shall be provided to the City upon request. The contractor may provide the City with an explanation
of why they believe any document should not be released to the public. The City shall make all final
determinations regarding the existence or release of any document related to this agreement.
TERM AND TERMINATION
A. Term. This Agreement shall commence upon the date indicated above and shall terminate on
DECEMBER 28,2018,unless terminated earlier by one of the parties as provided below.
B. Termination.
1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under
this Agreement, the other party shall have the right to terminate this Agreement by written notice. In
this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice.
2.For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the
CONSULTANT no later than 30 calendar days before the termination date.
TIME OF COMPLETION
The CONSULTANT shall perform the services under this Agreement with reasonable diligence and
expediency consistent with sound professional practices. The CITY agrees that 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, or failure of
performance by the CITY. 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.
SUSPENSION,DELAY, OR INTERRUPTION OF WORK
CITY may suspend, delay, or interrupt the Services of CONSULTANT for the convenience of CITY. In
such event, CONSULTANT's contract price and schedule shall be equitably adjusted.
ASSIGNMENT
Contractor shall not have the right to assign this Agreement without the written prior consent of the City.
INDEPENDENT CONTRACTOR
CONSULTANT is an independent contractor and is not an employee of the CITY.
COOPERATION IN LITIGATION AND AUDITS
Contractor shall fully and completely cooperate with the City,the City's insurer,the City's attorneys,the
City's Auditors or other representative of the City (collectively, the "City" for purposes of this Article)
in connection with (a) any internal or governmental investigation or administrative,regulatory, arbitral
or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to
matters relating to this Agreement; other than a third party proceeding in which Contractor is a named
party and Contractor and the City have not entered into a mutually acceptable joint defense agreement.
Such cooperation may include,but shall not be limited to,responding to requests for documents and/or
other records, and making Contractor's employees available to the City (or their respective insurers,
attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing
declarations or affidavits that provide truthful information in connection with any Litigation or Audit;
(ii) appearing at the request of the City to give testimony without requiring service of a subpoena or
other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or
Audit; and (iv) providing information and legal representations to auditors in a form and within a
timeframe requested.
City shall reimburse Contractor for reasonable direct expenses incurred in connection with providing
documents and records required under this paragraph and may require, at the City's sole discretion,
such expenses to be documented by receipts or other appropriate documentation. Reasonable direct
expenses include costs, such as copying, postage and similar costs;but do not include wages, salaries,
benefits and other employee compensation. Contractor shall not be entitled to additional compensation
for employee services provided under this paragraph.
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 siniflax
Services at the time said services are performed. CONSULTANT will re-perform any services not
meeting this standard without additional compensation.
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.
CONSULTANT may reasonably rely upon the accuracy,timeliness,and completeness of the information
provided by CITY.
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.
PAYMENT
A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the
Agreement the amount as outline in the Cost portion of the Consultant's Professional Services Proposal.
B.Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The
CITY shall pay the CONSULTANT within 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 iri a written
amendment to this Agreement executed by both parties prior to proceeding with the work covered under
the subject amendment.
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, its agents or assigns, its employees, or its
subcontractors related 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 CITYs 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 CONTRACTOR harmless from any and all liability, including claims,
demands, losses, costs, damages, and expenses of every kind and description (including death), which
may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY,
its agents or assigns,its employees, or its subcontractors related to the performance of this Agreement or
be caused or result from any violation of any law or administrative regulation, 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. I
It is the intention of the parties to this Agreement that each party shall be solely responsible for its own
actions and activities and the actions and activities of its own officers,employees and agents while acting
within the scope of their employment,
INSURANCE
The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements for Professional
Services.
WHOLE AGREEMENT/AMENDMENT
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 fl-ds Agreement.
NO THIRD-PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has
no third-party beneficiaries.
AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY
This Agreement is the product of negotiation between the parties hereto and no term, covenant or
provision herein or the failure to include a term, covenant or provision shall be construed against any
party hereto solely on the basis that one party or the other drafted this Agreement or any term,covenant
or condition contained herein.
NO WAIVER
Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or
any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to
thereafter enforce such term or provision,and that term of the provisions shall continue in ft-ffl force and
effect.
NON-DISCRIMINATION
The Operator agrees not to discriminate in its operations under this Agreement on the basis of race,color,
creed, age, and gender, or as otherwise prohibited by law. A breach of this covenant may be regarded
as a material breach of this Agreement
SEVERABILITY
If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the
remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid
and enforceable to the fullest extent permitted by law.
CHOICE OF LAW AND VENUE
The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement.
Winnebago County shall be the venue for all disputes arising-under this Agreement.
IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin,has caused this contract to be sealed
with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by
the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first
above written.
In the ' a nc CONTRACTOR
Name of Company/Firm
By.
(Seal of Contractor ' (Specify Title)
if a Corporation.)
CITY OF OSHKOSH
Mark A. . ohloff, City Manager
l And:
( fitness) 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 contract
4Aro m qey
City Comptroller
OA%
BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL
Of CITY OF OSHKOSH--SPANBAUER PARK BASEBALL FIELD
hkosh
July 13, 2018
City of Oshkosh — Parks Department
Mr. Raymond Maurer
805 Wtzel Ave.
PO Box 1130
Oshkosh, WI 54903-1130
Scope of Services:
Rettler Corporation proposes to provide the following additional professional
services:
I. Construction Bid Documents
A. Rettler Corporation to provide 30%, 60% and 90% completion
reviews for this project.
B. Provide construction bidding documents based upon approved
development program.
C. Provide construction documents to the City of Oshkosh.
1. Drawings as required
a. Existing site plan
b. Demolition plan
C. Layout plan
d. Grading plan
e. Storm utility plan
f. Landscape plan
g. Environmental review as required, if required as.
amendment to the contract.
2. Project Specifications
a. Develop plans and specification per City of Oshkosh bid
process.
b. Coordinate bid form, wage determination, bidder's proof
of responsibility, insurance requirements, agreement, etc.
with City of Oshkosh for bidding and contract
administration phase.
WINORETTLER
corporation
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CITY OF OSHKOSH-SPANBAUER PARK BASEBALL FIELD
Oshkosh
c. Coordinate with the City of Oshkosh staff to determine
required bidding documents and language for bidding
and contract administration phase.
3. Permit Applications
a. Assist the Owner in obtaining Wisconsin Department of
Natural Resources grading and storm water/WRAPP,
and Wisconsin DSPS plumbing permits, if required, for
the development of this Project. Rettler Corporation fees
do not include costs to prepare Wisconsin Department of
Natural Resources and U.S. Army Corps of Engineers
wetland fill or floodplain permitting (not anticipated).
b. Assist the Owner in obtaining City of Oshkosh site plan
approval. Attend one meeting with City officials, including
public hearings, to present site design elements.
C. Develop storm water management plan
d. WDNR Work Plan
e. Site meeting with WDNR for final review if required.
II. Construction Observation
A. Furnish a staff for the overall administration, observation, and
documentation of the work.
Ill. Assumptions
A. Geotechnical Services and Wetland Delineation are not included in
this proposal, Rettler Corporation will coordinate the work for the City
at no cost.
B. Additional property, legal and construction survey services are not
included.
IV. Compensation for Services
A. All payments will be billed on a percent complete basis against the
"Lump Sum" total.
B. If the City changes the Scope of Services after initiation of services,
the Consultant has the right to renegotiate the compensation for the
charged services.
C. All governmental fees will be paid directly by the Owner.
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corporation
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D. Periodic invoices will be submitted on a 30-day basis. The billing
amount will be determined based upon the current percent
completion of services.
IX. Lump Sum Fees
A. Item 1, Construction Bid Documents & Bid Administration
...........................................................................$16,250.00
B. Item 11, Construction Observation
.............................................................................$3,300.00
X. Contract Agreement
A. This proposal shall remain firm for a period of ninety (90) days after
the date indicated below, as executed by Rettler Corporation. The
proposal may be withdrawn or renegotiated after this time.
Rettler Corporation
/v July 13, 2018
John Kneer, PLA, ASLA Date
President
City of Oshkosh
Authorized Representative Date
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