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HomeMy WebLinkAboutProfessional Services Agreement: Mcmahon Associates Inc. h kosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made on the 6tn day of November, 2017, by and between the CITY of OSI-IKOSH, hereinafter referred to as CITY, and MCMAHON ASSOCIATES INC, 1445 MCMAHON DRIVE, NEENAH,W1 54956,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 Proposals dated May 29, 201.8, and attached hereto. In the event that 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. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: Jon Urben, General.Services Division 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. Cily Hall,215 Church Avenue P.O. Box l]30 Oshkosh,W154903-1130 http://www.ci.oslikosti.wi.us RECORDS AND INSTRUMENTS OF SERVICE The City acknowledges the CONSULTANT's reports, drawings, data, computer files, and other materials, documents prepared by the CONSULTANT as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the City upon completion of the work and payment in full of all monies due to the CONSULTANT. The City agrees, to the fullest extent permitted by law, that CONSULTANT does not warranty or guaranty its deliverables in the context of only reuse or modification of the instruments of service by the City or any person or entity for which the City is responsible. 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 CONSULTANT 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 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 31, 2018,unless terminated earlier by one of the parties as provided below, except that CITY may extend this Agreement,upon written notice to CONSULTANT. 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 Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including,but not limited to, monies that are due or monies that may be due) without the prior written consent of the other party. INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS CONSULTANT 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 CONSULTANT is a named, party and CONSULTANT 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 CONSULTANT'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 CONSULTANT 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. CONSULTANT 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 similar 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 total amount of $23,600.00 in the Cost portion of the Consultant's Professional Services Proposals. 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 in 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 SUBCONSULTANT 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 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), 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 SUBCONSULTANTS related to the performance of this III 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. 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 Cit j 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 this 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 full 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. i IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be seated 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. I�e,P' *, ric Me McMah77 te s&—' -2 By: Z 0 Fo — (Seal of CONSULTANT (Specify Title) if a Corporation.) CITY OF OSHKOSH By: (7��z Mark A. Ahloff, City Manage 9�ness And: Otness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under Afi AR-- this contract 4torney no, ) Awall- City Comptroller . McMAHON � City of Oshkosh Date: -- Attn:Mr.Jon Urben Oshkosh,WI 54901 Manager of General Services Division 215 Church Street | McM. yJo &40032-9-18'0001D0/I0 i PROJECT DESCRIPTION: City of Oshkosh would like the roof hoods and exhaust fans replaced on the roof of City Hall, SCOPE OFSERVICES: McMahon Associates, Inc. (McMahon)agrees to provide the following professional HVAC engineering services: � Conduct a site visit to observe the condition and size of the equipment to be replaced. | � � Measure the existing curb sizes for hood and fan replacement. Also measure curbs of existing fans that shall be � capped. � � Request a vendor to produce a submittal for each hood,damper and exhaust fan to be replaced. � Attend a meeting with contractors to replace this equipment. Note, since this is a replacement of like for like, no city � � submittal is required. � Perform e final walk through mn this project.The following are not included in McMahon Associates, Inc. Scope of | ! Services; | � � Design of the Electrical system. . � Design of the Plumbing system. � � Any changes required bv the Control system. _ � Any changes required bv the Fire Alarm system. • Special testing or measurements of the existing HVACsystem. | � • Structural engineeringtodes|gnsupport fo vv equipment. � SPECIAL TERMS: (Refer Also To General Terms&Conditions'Attached) The City of Oshkosh agrees that the Project Description,Scope Of Services and Compensation sections contained in this | Agreement, pertaining to this project or any addendum thereto, are considered confidential and proprietary,and shall | not be released or otherwise made available to any third party, prior to the execution of this Agreement,without the expressed written consent of McMahon Associates Inc. COMPENSATION: (Does Not Include Permit Or Approval Fees) McMahon Associates, Inc, proposes to complete the above Scope of Services for the following lump sum fees: Layout of existing and new HVAC Roof Equipment: $ I,000 Contractor Walk through $ 300 Final Walk through $_2CN $ 2,500 COMPLETION SCHEDULE: McMahon Associates, Inc. proposes to complete the scope of services within Three weeks after authorization to proceed. Page i | | ` ACCEPTANCE. The General Terms&Conditions And The Scope Of Services(Defined |nThe Above Agreement)Are Accepted,and � McMahon Associates, Inc. b Hereby Authorized To Proceed With The Services. i The Agreement Fee Is Firm For Acceptonce Within Sixty(60)Days From Date Of This Agreement ! CITY OF OSHKOSH McMAHON ASSOCIATES,INC. � Oshkosh,Wisconsin Neen By: By "115� f LML Title: Title: Executive Vice President/ | Industrial G Manager ( \ C^ / Date: Date: � Project � Manager: � n�z - Street Address: |445McMAHOm DRIVE'NEENAH.YN 54956 ` Mailing Address: P.O.Box 1025'NEENAH Y0 54957-1025 | PHv2O-75|-4200 " FXY20-75|4l84 YVYYW.MCMGKP.COM ! | Page 2 i i � � � | / | � ! ! � � | � | / Revised: November 29,2017 MCM�ON McMAHON ASSOCIATES, INC. GENERAL TERMS & CONDITIONS 1. McMAHON ASSOCIATES, INC.(hereinafter referred to as'McMAHON')will bill the Owner monthly with net payment due In 30-days. Past due balances shall be subject to a service charge at a rate of 1,0% per month. In addition, McMAHON may, after giving 48-hours notice, suspend service under any Agreement until the Owner has paid In full all amounts due for services rendered and expenses incurred. These expenses Include service charges on past due invoices, collection agency fees and attorney fees Incurred by McMAHON to collect all monies due McMAHON. McMAHON and Owner hereby acknowledge that McMAHON has and may exercise lien rights on subject property. 2. The stated fees and Scope Of Services constitute our best estimate of the fees and tasks required to perform the services as defined. This Agreement, upon execution by both parties hereto, can be amended only by written instrument signed by both parties. For those projects Involving conceptual or process development services, activities often cannot be fully defined during initial planning. As the project progresses, facts uncovered may reveal a change in direction,which may alter the Scope. McMAHON will promptly Inform the Owner In writing of such situations so changes in this Agreement can be negotiated,as required. 3. The stipulated fee Is firm for acceptance by the Owner for 60-days from date of Agreement publication. 4. Costs and schedule commitments shall be subject to re-negotiation for delays caused by the Owner's failure to provide specified facilities or Information,or for delays caused by unpredictable occurrences,Including without limitation,fires,foods,riots,strikes,unavailability of labor or materials,delays or defaults by suppliers of materials or services,process shutdowns,acts of God or the public enemy,or acts or regulations of any governmental agency. Temporary delay of services caused by any of the above,which results In additional costs beyond those outlined,may require re-negotlation of this Agreement. 5, Reimbursable expenses incurred by McMAHON in the Interest of the project Including,but not limited to,equipment rental will be billed to the Owner at cost plus 10%and sub-consultants at cost plus 12%. When McMAHON, subsequent to execution of an Agreement,finds that specialized equipment must be purchased to provide special services,the cost of such equipment will be added to the agreed fee for professional services only after the Owner has been notified and agrees to these costs. 6. McMAHON will maintain Insurance coverage in the following amounts; Worker's Compensation..........................................................................................Statutory General Liability Bodily Injury-Per Incident/Annual Aggregate................$1,000,000/$2,000,000 Automobile Liability BodilyInjury.........................................................................................$1,000,000 PropertyDamage................................................................................$1,000,000 Professional Liability Coverage...........................................................................$2,000,000 If the Owner requires coverage or limits In addition to the above stated amounts, premiums for additional Insurance shall be paid by the Owner. McMAHON's liability to Owner for any Indemnity commitments,reimbursement of legal fees,or for any damages arising in any way out of performance of our contract is limited to ten(10)times McMAHON's fee not to exceed to$500,000. 7. The Owner agrees to provide such legal, accounting and Insurance counseling services as may be required for the project for the Owner's purpose. All unresolved claims,disputes and other matters in question between the Owner and McMAHON shall be submitted to mediation,If an agreement cannot be reached by Owner and McMAHON. 8, Termination of this Agreement by the Owner or McMAHON shall be effective upon 7-days written notice to the other party. The written notice shall Include the reasons and details for termination; payment is due as stated in paragraph 1. If the Owner defaults In any of the Agreements entered Into between McMAHON and the Owner,or if the Owner falls to carry out any of the duties contained in these terms and conditions,McMAHON may,upon 7-days written notice, suspend Its services without further obligation or liability to the Owner unless,within such 7-day period, the Owner remedies such violation to the reasonable satisfaction of McMAHON. l 9. Re-use of any documents or AutoCAD representations pertaining to this project by the Owner for extensions of this project or on any other project shall be at the Owner's risk and the Owner agrees to defend, indemnify and hold harmless McMAHON from all claims, damages and expenses, including attorneys' fees arising out of such re-use of the documents or AutoCAD representations by the Owner or by others acting through the Owner. 10, Purchase Orders-In the event the Owner Issues a purchase order or other Instrument related to the Engineer's services,it Is understood and agreed that such document is for Owner's internal accounting purposes only and shall in no way modify, add to or delete any of the terms and conditions of this Agreement. If the Owner does issue a purchase order,or other similar Instrument,It Is understood and agreed that the Engineer shall indicate the purchase order number on the involce(s)sent to the Owner. 11. McMAHON will provide all services In accordance with generally accepted professional practices. McMAHON will not provide or offer to provide services Inconsistent with or contrary to such practices nor make any other warranty or guarantee,expressed or Implied,nor to have any Agreement or contract for services subject to the provisions of any uniform commercial code. Similarly,McMAHON will not accept those terms and conditions offered by the Owner In Its purchase order,requisition or notice of authorization to proceed,except as set forth herein or expressly accepted In writing, Written acknowledgment of receipt, or the actual performance of services subsequent to receipt, of any such purchase order, requisition or notice of authorization to proceed Is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. �I 12. McMAHON Intends to serve as the Owner's professional representative for those services, as defined in this Agreement, and to provide advice and consultation to the Owner as a professional. Any opinions of probable project costs,approvals and other decisions made by McMAHON for the Owner are I rendered on the basis of experience and qualifications,and represent our professional judgment. 11 This Agreement shall not be construed as giving McMAHON the responsibility or authority to direct or supervise construction means,methods,techniques, sequence or procedures of construction selected by Contractors or Subcontractors, or the safety precautions and programs Incident to the work of the Contractors or Subcontractors. 14, The Owner shall be responsible for maintenance of the structure,or portions of the structure,which have been completed and have been accepted for Its Intended use by the Owner. All structures are subject to wear and tear,and environmental and man-made exposures. As a result,all structures require regular and frequent monitoring and maintenance to prevent damage and deterioration. Such monitoring and maintenance Is the sole responsibility of the Owner, McMAHON shall have no responsibility for such Issues or resulting damages. W:iWMdministrative\GTC's\McMahan\GTC(McM-2017)(Limited 10x McM Fee NTE$500,000).docx I McMAHON AGREEMENT For PROFESSIONAL SERVICES City of Oshkosh Date: May 29, 2018 Manager of General Services Division 215 Church Street Attn: Mr.Jon Urben Oshkosh,WI 54901 McM. No. M0033-9-18-001.00/.0 PROJECT DESCRIPTION: ` City of Oshkosh is planning for a new VRF heating/cooling and Exhaust system for the Trains Concessions and office building. SCOPE OF SERVICES: McMahon Associates Inc. /KAcK4ahon\agrees to provide the following professionalHVAC engineering services: � • Conduct a site visit to observe the building's layout and area use requirements. _ • Perform HVAC load calculations on the building&occupants 10 determine the space heat,cool, and exhaust � requirements. (Note,anERV might bea solution for the fresh air&exhausA. • Prepare o design for the new systems for City approval. • Attend a meeting with contractors to discuss project requirements. / • Perform a final walk through on this project. Services;jl-�e fojlowinE are not included in McMahon Associates, Inc.Scope of � • Design of the Electrical system, • Design of the Plumbing system. • Any changes required bv the Control system. , • Any changes required by the Fire Alarm system. � • Special testing or measurements of the existing HVACsystem. � • Structural engineering to design support for new equipment. � SPECIAL TERMS: (Refer Also ._General Terms_Conditions Attached)_— ` The City of Oshkosh agrees that the Project Description,Scope Of Services and Compensation sections contained in this Agreement, pertaining to this project or any addendum thereto, are considered confidential and proprietary,and shall not be released or otherwise made available to any third party, prior to the execution of this Agreement,without the expressed written consent of McMahon Associates Inc. ! | COMPENSATION:(Does Not Include Permit Or Approval Fees) McMahon Associates |ncpnopoaestocnmp|etetheaboveGcopenfSenvicesforthefuUowing |umpsumfees: Layout of existing building&new HVACSystem: .� 2,5OD | � Contractor Walk through $ 300 � Final Walk through $ ZOO � �/00 / Page 1 COMPLETION SCHEDULE: McMahon Associates, Inc, proposes to complete the scope of services within Three weeks after authorization to proceed. ACCEPTANCE: The General Terms&Conditions And The Scope Of Services(Defined In The Above Agreement)Are Accepted, and McMahon Associates, Inc. Is Hereby Authorized To Proceed With The Services. The Agreement Fee Is firm For Acceptance Within Sixty(60)Days From pate Of This Agreement CITY OF OSHKOSH McMAHON ASSOCIATES,INC. Oshkosh,Wisconsin Neenah rcsin By. By: (Authorized Signature) Thomas P. Kocken, P.E. Title: Title: Executive Vice President/ Industrial Group Manager Date: _ Date: 5- Project i i Manager: Joe . Clary, P,E MBA CGD i Plense Return f)raril Copy For C?ur Records Street Address: 1445 McMAHON DRIVE-NEENAH,WI 54956 Mailing Address: P.O.Box 1025-NEENAH,WI 54957-1025 PH 920-751-4200 • FX 920-751.4284 WVVW.MCMGRP.COM i W:\IYP\Agreramerits�SF^Agreements(N1ctv1)\20L8\00005-0!-JBC�docx(ECK) Page z i i i i i i t i Revised: November 29,2017 McM AHON McMAHON ASSOCIATES, INC. IM a GENERAL TERMS & CONDITIONS 1. McMAHON ASSOCIATES, INC.(hereinafter referred to as'McMAHON')will bill the Owner monthly with net payment due In 30-days. Past due balances shall be subject to a service charge at a rate of 1.0%per month. In addition, McMAHON may, after giving 48-hours notice, suspend service under any Agreement until the Owner has paid in full all amounts due for services rendered and expenses Incurred. These expenses Include service charges on past due Invoices, collection agency fees and attorney fees Incurred by McMAHON to collect all monies due McMAHON. McMAHON and Owner hereby acknowledge that McMAHON has and may exercise lien rights on subject property. 2. The stated fees and Scope Of Services constitute our best estimate of the fees and tasks required to perform the services as defined, This Agreement, upon execution by bath parties hereto, can be amended only by written Instrument signed by both parties, For those projects Involving conceptual or process development services, activities often cannot be fully defined during initial planning, As the project progresses, facts uncovered may reveal a change In direction,which may alter the Scope. McMAHON will promptly inform the Owner In wrifing of such situations so changes in this Agreement can be negotiated,as required. 3. The stipulated fee Is firm for acceptance by the Owner for 60-days from date of Agreement publication, 4. Costs and schedule commitments shall be subject to re-negotiation for delays caused by the Owner's failure to provide specified facilities or information,or for delays caused by unpredictable occurrences,including without limitation,fires,floods,riots,strikes,unavailability of labor or materials,delays or defaults by suppliers of materials or services,process shutdowns,acts of Gad or the public enemy,or acts or regulations of any governmental agency. Temporary delay of services caused by any of the above,which results In additional costs beyond those outlined,may require re-negotiation of this Agreement, 6. Reimbursable expenses incurred by McMAHON in the Interest of the project Including,but not limited to,equipment rental will be billed to the Owner at cost plus 10%and sub-consultants at cost plus 12%, When McMAHON,subsequent to execution of an Agreement,finds that specialized equipment must be purchased to provide special services, the cost of such equipment will be added to the agreed fee for professional services only after the Owner has been notified and agrees to these costs. 6. McMAHON will maintain Insurance coverage In the following amounts: ! Worker's Compensation.,.....................................................................................Statutory General Liability Bodily Injury-Per Incident/Annual Aggregate................$1,000,000/$2,000,000 Automobile Liability BodilyInjury........................................................................................$1,000,000 Property Damage................................................................................$1,000,000 Professional Liability Coverage...........................................................................$2,000,000 If the Owner requires coverage or limits in addition to the above stated amounts, premiums for additional insurance shall be paid by the Owner. McMAHON's liability to Owner for any Indemnity commitments,reimbursement of legal fees,or for any damages arising In any way out of performance of our contract is limited to ten(10)times McMAHON's fee not to exceed to$500,000, 7, The Owner agrees to provide such legal,accounting and Insurance counseling services as may be required for the project for the Owner's purpose. All unresolved claims,disputes and other matters In question between the Owner and McMAHON shall be submitted to mediation,if an agreement cannot be reached by Owner and McMAHON, 6, Termination of this Agreement by the Owner or McMAHON shall be effective upon 7-days written notice to the other party. The written notice shall Include the reasons and details for termination; payment is due as stated in paragraph 1. if the Owner defaults In any of the Agreements entered into between McMAHON and the Owner,or If the Owner falls to carry out any of the duties contained In these terms and conditions,McMAHON may,upon 7-days written notice, suspend its services without further obligation or liability to the Owner unless,within such 7-day period,the Owner remedies such violation to the reasonable satisfaction of McMAHON, 9. Re-use of any documents or AutoCAD representations pertaining to this project by the Owner for extensions of this project or on any other project shall be at the Owner's risk and the Owner agrees to defend,Indemnify and hold harmless McMAHON from all claims,damages and expenses, including attorneys' fees arising out of such re-use of the documents or AutoCAD representations by the Owner or by others acting through the Owner, 10. Purchase Orders-In the event the Owner issues a purchase order or other Instrument related to the Engineer's services, It Is understood and agreed that such document is for Owner's Internal accounting purposes only and shall In no way modify, add to or delete any of the terms and conditions of this Agreement. If the Owner does Issue a purchase order,or other similar instrument,it is understood and agreed that the Engineer shall Indicate the purchase order number on the Involce(s)sent to the Owner. 11. McMAHON will provide all services in accordance with generally accepted professional practices. McMAHON will not provide or offer to provide services Inconsistent with or contrary to such practices nor make any other warranty or guarantee,expressed or Implied,nor to have any Agreement or contract for services subject to the provisions of any uniform commercial code. Similarly,McMAHON will not accept those terms and conditions offered by the Owner In Its purchase order,requisition or notice of authorization to proceed,except as set forth herein or expressly accepted In writing, Written acknowledgment of receipt, or the actual performance of services subsequent to receipt, of any such purchase order, requisition or notice of authorization to proceed Is specifically deemed not to constitute acceptance of any terns or conditions contrary to those set forth herein. 12, McMAHON Intends to serve as the Owner's professional representative for those services, as defined in this Agreement, and to provide advice and consultation to the Owner as a professional. Any opinions of probable project costs,approvals and other decisions made by McMAHON for the Owner are rendered on the basis of experience and qualifications,and represent our professional judgment 13. This Agreement shall not be construed as giving McMAHON the responsibility or authority to direct or supervise construction means,methods,techniques, sequence or procedures of construction selected by Contractors or Subcontractors, or the safety precautions and programs Incident to the work of the Contractors or Subcontractors, 14, The Owner shall be responsible for maintenance of the structure,or portions of the structure,which have been completed and have been accepted for Its Intended use by the Owner, All structures are subject to wear and tear,and environmental and man-made exposures. As a result,all structures require regular and frequent monitoring and maintenance to prevent damage and deterioration. Such monitoring and maintenance Is the sole responsibility of the Owner, McMAHON shall have no responsibility for such issues or resulting damages. W:1W PlAdministrative1GTC's1McMahon\GTC(McM-2017)(Limited 1 Ox McM Fee NTE$500,000).docx McMAHON AGREEMENT0:1011RINHAS Wamam For PROFESSIONAL SERVICES City of Oshkosh Dote: May 29, 2018 Attn: Mr.Jon Urben Manager of General Services Division 215 Church Street Oshkosh,WI 54901 McM. No. M002-9-18-0001.00/.0 Pm. JE`_u DES^-Rur^vO.n: City of Oshkosh is planning to prepare the HVAC system for the Sign/Electric's hop to meet state code for fresh air and heating requirements. In addition,they also want to replace two aging air compressors. This project will also include design for two alternates: 1)To replace the bathroom exhaust, hot water radiant heating and Control system.2)To replace the infrared parking garage heating system. SCOPE OF SERVICES: McMahon Associates, Inc. (McMahon)agrees to provide the following professional HVAC engineering services: � ` Base Bid � • Conduct a site visit to observe the condition and size of the equipment to be replaced. � • Layout for the shop. IN Measure the existing roof curb sizes for hoods and fan tobereplaced. | � Obtain equipment recommendation from a vendor for replacement equipment � ! � Attend a walk through meeting with contractors bidding onproject. � Attend bid opening and write a report on contractor recommendation, � � Perform a final walk through and punch list equipment installed. � . � Abernate'1: i • Make note of exhaust fans and hot water equipment tobereplaced. � • Layout the new equipment on the drawings, � • Prepare e hot water schematic of how the HVV equipment ktobepiped. • Get a control number on swapping out the pneumatic controls for direct digital controls. � • Prepare a plan set and equipment schedules for contractor bidding. � Alternate-2: � • Layout the infrared heaters ona CAD drawing. � • Prepare specifications for replacement of the Infrared heaters and thermostats • Prepare a plan set and equipment schedules for contractor bidding.The following are not included in McMahon Associates, Inc.Scope of Services; � � • Design of the Electrical system. • Design nf the Plumbing system. � • Any changes required bv the Fire Alarm system. . • Special testing or measurements of the existing HVACsystem. • Structural engineering to design support for new equipment. Page 1 � SPECIAL TERMS: (Refer Also /u General Terms m Conditions'Attached) � The City of Oshkosh agrees that the Project Description,Scope Of Services and Compensation sections contained � in this Agreement, pertaining Lo this project or any addendum thereto,are considered confidential and � proprietary, and shall not be released or otherwise made available to any third party, prior to the execution of this � Agreement,without the expressed written consent of McMahon Associates Inc. � | COMPENSATION:(Does Not Include Permit Or Approval recq � � . McMahon Associates, Inc. proposes to complete the above Scope of Services for the following lump sum fees: | Layout of sign/electric shop and compressor replacement: $ 5,300 . Bus Garage Adm|n Bath Fan & HVV unit& Control replacement: $ 4/000 / Bus Garage Parking Area Infrared heater replacement: $ lOOO ContnariorVVa|k1hnou8h $ SOO � Final Walk through $ 200 66pnPLExnON SCHEDULE: � McMahon Associates, Inc. proposes to complete the scope of services within Six weeks after authorization to proceed. ' � ACCEPTANCE: | ' The General Terms&Conditions And The Scope Of Services(Defined In The Above Agreement)Are Accepted, and | McMahon Associates, Inc. Is Hereby Authorized To Proceed With The Services. ! � The i � | � CITY OFOSHKOSH K8nm|AH0N | � Oshkosh,Wisconsin Neenah, ASSOCIATES, / i By: By: y— | ' (Authorized Signature) T mas P. Kocka��E. � Title- Title: �Exe�ut�eViceP��Went Industrial Group Manager � Date: �� ='� Project Manager: � Joel(!�uary, r.E MBA CuuMeow " | Return One Copy For Ow Records | � Street Address: |44SMcMAHON DRIVE'NEENAH.w4649S6 \ Mailing Address: P.O.Box 1025-NEENAH VvI 54957 |V25 | n/nm'ro|-420O a pX920-75|4%84 Yvw&wMCMGRpCOM vvywp\A \ | � � | � Revised: November 29,2017 McMAHON McMAHON ASSOCIATES, INC. ��,�•� �� GENERAL TERMS & CONDITIONS 1. McMAHON ASSOCIATES, INC.(hereinafter referred to as'MeMAHON')will bill the Owner monthly with net payment due In 30-days. Past due balances shall be subject to a service charge at a rate of 1.0% per month. In addlflon, McMAHON may, after giving 48-hours notice, suspend service under any Agreement until the Owner has paid in full all amounts due for services rendered and expenses Incurred. These expenses Include service charges on past due invoices, collection agency fees and attorney fees Incurred by McMAHON to collect all monies due MoMAHON. McMAHON and Owner hereby acknowledge that MoMAHON has and may exercise lien rights on subject property. 2. The stated fees and Scope Of Services constitute our best estimate of the fees and tasks required to perform the services as defined. This Agreement, upon execution by both parties hereto, can be amended only by written Instrument signed by both parties. For those projects Involving conceptual or process development services, activities often cannot be fully defined during Initial planning. As the project progresses, facts uncovered may reveal a change in direction,which may alter the Scope. McMAHON will promptly inform the Owner In writing of such situations so changes in this Agreement can be negotiated,as required. 3. The stipulated fee is firm for acceptance by the Owner for 60-days from date of Agreement publication. 4. Costs and schedule commitments shall be subject to re-negotiation for delays caused by the Owner's failure to provide specified facilities or Information,or for delays caused by unpredictable occurrences,Including without limitation,fires,floods,riots,strikes,unavailability of labor or materials,delays or defaults by suppliers of materials or services,process shutdowns,acts of God or the public enemy,or acts or regulations of any governmental agency. Temporary delay of services caused by any of the above,which results In additional costs beyond those outlined,may require re-negotiation of this Agreement. 5, Reimbursable expenses Incurred by McMAHON In the interest of the project Including,but not limited to,equipment rental will be billed to the Owner at cost plus 10%and sub-consultants at cost plus 12%. When McMAHON,subsequent to execution of an Agreement,finds that specialized equipment must be purchased to provide special services,the cost of such equipment will be added to the agreed fee for professional services only after the Owner has been notified and agrees to these costs, 6, McMAHON will maintain Insurance coverage In the following amounts: Worker's Compensation..........................................................................................Statutory General Liability Bodily Injury-Per Incident/Annual Aggregate................$1,000,000/$2,000,000 Automobile Liability Bodily injury.........................................................................................$1,000,000 PropertyDamage................................................................................$1,000,000 Professional Liability Coverage...........................................................................$2,000,000 If the Owner requires coverage or limits In addition to the above stated amounts, premiums for additional insurance shall be paid by the Owner. McMAHON's liability to Owner for any indemnity commitments,reimbursement of legal fees,or for any damages arising In any way out of performance of our contract is limited to ten(10)times McMAHON's fee not to exceed to$500,000. 7. The Owner agrees to provide such legal,accounting and Insurance counseling services as may be required for the project for the Owners purpose. All unresolved clalms,disputes and other matters In question between the Owner and McMAHON shall be submitted to mediation,If an agreement cannot be reached by Owner and McMAHON. 8, Termination of this Agreement by the Owner or McMAHON shall be effective upon 7-days written notice to the other party. The written notice shall include the reasons and details for termination; payment is due as stated In paragraph 1. If the Owner defaults in any of the Agreements entered into between McMAHON and the Owner,or it the Owner fails to carry out any of the duties contained in these terms and conditions,McMAHON may,upon 7-days written notice, suspend Its services without further obligation or liability to the Owner unless,within such 7-day period, the Owner remedies such violation to the reasonable satisfaction of McMAHON. i 9. Re-use of any documents or AutoCAD representations pertaining to this project by the Owner for extensions of this project or on any other project shall be at the Owner's risk and the Owner agrees to defend, Indemnify and hold harmless McMAHON from all claims, damages and expenses,including attorneys' fees arising out of such re-use of the documents or AutoCAD representations by the Owner or by others acting through the Owner. 10, Purchase Orders-In the event the Owner Issues a purchase order or other Instrument related to the Engineers services,it Is understood and agreed that such document Is for Owner's Internal accounting purposes only and shall in no way modify, add to or delete any of the terms and conditons of this Agreement. If the Owner does Issue a purchase order,or other similar Instrument,it is understood and agreed that the Engineer shall indicate the purchase order number on the Invoices)sent to the Owner. 11, McMAHON will provide all services in accordance with generally accepted professional practices. McMAHON will not provide or offer to provide services Inconsistent with or contrary to such practices nor make any other warranty or guarantee,expressed or Implied,nor to have any Agreement or contract for services subject to the provisions of any uniform commercial code. Similarly,McMAHON will not accept those terms and conditions offered by the Owner in Its purchase order,requisition or notice of authorization to proceed,except as set forth herein or expressly accepted In writing. Written acknowledgment of receipt, or the actual performance of services subsequent to receipt, of any such purchase order, requisition or notice of authorization to proceed Is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. 12. McMAHON Intends to serve as the Owner's professional representative for those services, as defined in this Agreement, and to provide advice and consultation to the Owner as a professional. Any opinions of probable project costs,approvals and other decisions made by McMAHON for the Owner are rendered on the basis of experience and qualifications,and represent our professional judgment. 13. This Agreement shall not be construed as giving McMAHON the responsibility or authority to direct or supervise construction means,methods,techniques, sequence or procedures of construction selected by Contractors or Subcontractors, or the safety precautions and programs Incident to the work of the Contractors or Subcontractors. 14. The Owner shall be responsible for maintenance of the structure,or portions of the structure,which have been completed and have been accepted for Its Intended use by the Owner. All structures are subject to wear and tear,and environmental and man-made exposures. As a result,all structures require regular and frequent monitoring and maintenance to prevent damage and deterioration. Such monitoring and maintenance Is the sole responsibility of the Owner. McMAHON shall have no responsibility for such Issues or resulting damages. W:\WP\Administrative\GTC's\McMahon\GTC(McM-2017)(Limited 1 Ox McM Fee NTE$500,000).docx ' McMAHON AGREEMENT For PROFESSIONAL SERVICES , City of Oshkosh Date: Attn: Mr.Jon Urben Manager of General Services Division 215 Church Street Oshkosh,WI 54901 McM. No, M0032-9-18-00 1�/.O8 � ! PROJECT DESCRIPTION: | City of Oshkosh b planning to replace the 19 aging Roof Top Units(RTUs)for the Oshkosh Public Library inthe � next]1o4years. The first 2018 phase will replace 4-6 RTUs all dependent on how much money is available at the time of bidding.This agreement is for designing phase I plus preparing an overall schedule to prioritize unit replacements. SCOPE OF SERVICES: McMahon Associates, Inc. ��cK4ahon\a8reestoorovNethefo|��|n�prmfesa|ono| HVAC�n�|neednQuemices� ' (McMahon) provide ' • Conduct a site visit to observe the existing RTUs and determine which units should be replaced first, • Prepare anAutocad plan together laying out the existing RTUs. • Prepare a schedule nf all the existing RTUs that now exist on the roof. . | ' • Prepare another schedule of the RTUs that are tobe replaced in2O1D phase l. � • Attend a walk through meeting with contractors bidding onproject. • Attend bid opening and write a report nn contractor recommendation. in Perform a final walk through and punch list equipment installed. | The following are not included in McMahon Associates, Inc.Scope of Services • Design of the Electrical system. . • Design of the Plumbing system. � • Any changes required by the HVAC Control or Fire Alarm system. � • Special testing or measurements of the existing HVACsystem. | • Structural engineering to design support for new equipment. | SPECIAL TERMS: (Refer Also To General Terms&Conditions-Attached) � The City of Oshkosh agrees that the Project Description,Scope Of Services and Compensation sections contained in this Agreement, pertaining to this project or any addendum thereto,are considered confidential and � proprietary,and shall not be released or otherwise made available to any third party, prior to the execution of this Agreement,without the expressed written consent of McMahon Associates Inc. COMPENSATION:(Does Not Include Permit Or Approval Fees) McMahon Associates, Inc. proposes to complete the above Scope of Services for the following lump sum fees: Layout nf exiting RTUson Roof and complete aRep|anementachedu|e� $ 6,OOO | ` | i Page 1 ' | | | i } - � COMPLETION SCHEDULE: | McMahon Associates, Inc. proposes to complete the scope of services within four weeks after authorization to | ' proceed. i | ! � ACCEPTANCE: | The General Terms&Conditions And The Scope Of Services(Defined In The Above Agreement)Are Accepted,and � McMahon Associates, Inc. Is Hereby Authorized To Proceed With The Services, � The | / CITY OF OSHKOSH McIVIAHON ASSOCIATES, ' Oshkosh,Wisconsin | By: By: � ' (Authorized Signature) Thomzo� � Title: Title Executive Vice President/ Industrial Group Manager | - | Date: Date | Project ManaXmr | " JoewYClary, P.EMBA CGD � pleosexetuinOne Copy For Our Records Mailing Address: P.O.Box 1035-NEENAH.Yw 54957-1025 � m,o0-75|-4200 w FX 920J51-4284 ~ YVVVVV.MCMGRPCOM / � ` i ! � | | | | ^ i � � / / | McMAHONMcMAHON ASSOCIATES, INC. Revised; November 29,2017 am, GENERAL TERMS & CONDITIONS 1. McMAHON ASSOCIATES, INC.(hereinafter referred to as'McMAHON')will bill the Owner monthly with net payment due in 30-days, Past due balances shall be subject to a service charge at a rate of 1,0% per month. In addition, McMAHON may, after giving 48-hours notice, suspend service under any Agreement until the Owner has paid In full all amounts due for services rendered and expenses incurred. These expenses Include service charges on past due Invoices, collection agency fees and attorney fees Incurred by McMAHON to collect all monies due McMAHON. McMAHON and Owner hereby acknowledge that McMAHON has and may exercise lien rights on subject property. 2. The stated fees and Scope Of Services constitute our best estimate of the fees and tasks required to perform the services as defined. This Agreement, upon execution by both parties hereto, can be amended only by written instrument signed by both parties, For those projects Involving conceptual or process development services, activities often cannot be fully defined during Initial planning. As the project progresses, facts uncovered may reveal a change In direction,which may alter the Scope, McMAHON will promptly Inform the Owner in writing of such situations so changes In this Agreement can be negotiated,as required. 3. The stipulated fee Is firm for acceptance by the Owner for 60-days from date of Agreement publication. 4. Costs and schedule commitments shall be subject to re-negotlatlon for delays caused by the Owner's failure to provide specified facilities or information,or for delays caused by unpredictable occurrences,including without limitation,fires,floods,riots,strikes,unavailability of labor or materials,delays or defaults by suppliers of materials or services,process shutdowns,acts of God or the public enemy,or acts or regulations of any governmental agency. Temporary delay of services caused by any of the above,which results in additional costs beyond those outlined,may require re-negotlatlon of this Agreement. 5. Reimbursable expenses incurred by McMAHON in the Interest of the project including,but not limited to,equipment rental will be billed to the Owner at cost plus 10%and sub-consultants at cost plus 12%. When McMAHON,subsequent to execution of an Agreement,finds that specialized equipment must be purchased to provide special services,the cost of such equipment will be added to the agreed fee for professional services only after the Owner has been notified and agrees to these costs. 6. McMAHON will maintain Insurance coverage in the following amounts; Worker's Compensation..........................................................................................Statutory General Liability Bodily Injury-Per Incident/Annual Aggregate_.............$1,000,0001$2,000,000 Automobile Liability Bodilyinjury. .......................................................................................$1,000,000 PropertyDamage................................................................................$1,000,000 Professional Liability Coverage...........................................................................$2,000,000 If the Owner requires coverage or limits in addition to the above stated amounts, premiums for additional Insurance shall be paid by the Owner. McMAHON's liability to Owner for any Indemnity commitments,reimbursement of legal fees,or for any damages arising In any way out of performance of our contract Is limited to ten(10)times McMAHON's fee not to exceed to$600,000. 7. The Owner agrees to provide such legal,accounting and Insurance counseling services as may be required for the project for the Owner's purpose, All unresolved claims,disputes and other matters In question between the Owner and McMAHON shall be submitted to mediation,If an agreement cannot be reached by Owner and MCNIAHON, 8. Termination of this Agreement by the Owner or McMAHON shall be effective upon 7-days written notice to the other party. The written notice shall Include the reasons and details for termination; payment Is due as stated In paragraph 1. If the Owner defaults In any of the Agreements entered into between McMAHON and the Owner,or if the Owner falls to carry out any of the duties contained in these terms and conditions,McMAHON may,upon 7-days written notice,suspend Its services without further obligation or liability to the Owner unless,within such 7-day period, the Owner remedies such violation to the reasonable satisfaction of McMAHON, 9. Re-use of any documents or AutoCAD representations pertaining to this project by the Owner for extensions of this project or on any other project shall be at the Owner's risk and the Owner agrees to defend, Indemnify and hold harmless McMAHON from all claims, damages and expenses,including attorneys' fees arising out of such re-use of the documents or AutoCAD representations by the Owner or by others acting through the Owner, 10. Purchase Orders-In the event the Owner Issues a purchase order or other Instrument related to the Engineer's services,It is understood and agreed that such document Is for Owner's Internal accounting purposes only and shall In no way modify, add to or delete any of the terms and conditions of this Agreement. If the Owner does Issue a purchase order,or other similar Instrument,it Is understood and agreed that the Engineer shall indicate the purchase order number on the Involce(s)sent to the Owner. 11, McMAHON will provide all services In accordance with generally accepted professional practices. McMAHON will not provide or offer to provide services inconsistent with or contrary to such practices nor make any other warranty or guarantee,expressed or implied,nor to have any Agreement or contract for services subject to the provisions of any uniform commercial code. Similarly,McMAHON will not accept those terms and conditions offered by the Owner in Its purchase order,requisition or notice of authorization to proceed,except as set forth herein or expressly accepted In writing. Written acknowledgment of receipt, or the actual performance of services subsequent to receipt, of any such purchase order, requisition or notice of authorization to proceed Is specifically deemed hot to constitute acceptance of any terms or conditions contrary to those set forth herein, 12. McMAHON Intends to serve as the Owner's professional representative for those services, as defined in this Agreement, and to provide advice and consultation to the Owner as a professional. Any opinions of probable project costs,approvals and other decisions made by McMAHON for the Owner are rendered on the basis of experience and qualifications,and represent our professional judgment. 13. This Agreement shall not be construed as giving McMAHON the responsibility or authority to direct or supervise construction means,methods,techniques, sequence or procedures of construction selected by Contractors or Subcontractors, or the safety precautions and programs Incident to the work of the Contractors or Subcontractors, 14. The Owner shall be responsible for maintenance of the structure, or portions of the structure,which have been completed and have been accepted for Its Intended use by the Owner. All structures are subject to wear and tear, and environmental and man-made exposures, As a result,all structures require regular and frequent monitoring and maintenance to prevent damage and deterioration. Such monitoring and maintenance is the sale responsibility of the Owner, McMAHON shall have no responsibility for such Issues or resulting damages. W:\WPWdministraliveiGTC's1McMahon\GTG(McM-2017)(Limited 10x McM Fee NTE$600,000)„docx