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HomeMy WebLinkAboutProfessional Services Agreement Westhavent Circle f315-3 m. ORIG iNAL Oshkosh RECEIVED _- PROFESSIONAL SERVICES AGREEMENT JUN 1 6 2020 WESTHAVEN CIRCLE PARK BASEBALL FIELD CITY CLERK'S OFFICE THIS AGREEMENT, made on the 26th day of May, 2020, 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 d, 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: Ray Maurer, 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 http://www.ci.oshkosh.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 November 1, 2020, 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 amount of $15,000.00 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 Ci'1'Y 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 arty 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 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 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 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. CONSULTANT agrees in all hiring or employment made possible by or resulting from this agreement, there will not be any discrimination against any employee or applicant for employment because of race, color,religion, sex, sexual orientation, gender identity, or national origin. 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. Name of ONS LTANT ompany/Firm • Or.OF By: ptes(DE,rr (Seal of CONSULTANT (Specify Title) if a Corporation.) CITY OF OSHKOSH By: 4 dump- M rk A. Rohloff, City Manager (Witness) (ISM SOCtrAtA# And: (Witness) 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 ttorney Mt" City Comp oiler BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL CITY OF OSHKOSH -WESTHAVEN CIRCLE PARK BASEBALL FIELD Oshkosh May 14, 2020 City of Oshkosh — Parks Department Mr. Raymond Maurer 805 Witzel Ave. PO Box 1130 Oshkosh, WI 54903-1130 Scope of Services: The City of Oshkosh desires to improve the existing baseball field at Westhaven Circle Park, including fencing, backstop, infield, dugout pads, drainage improvements, and accessibility. The Owner's budget for the work is approximately $150,000.00. Rettler Corporation proposes to provide the following professional services: I. Topographic mapping of the baseball facilities A. Contours — (1foot) 1. Elevations will be set up on official USGS Datum. 2. Show any existing floodplain on the property. 3. Provide two (2) benchmarks set to existing USGS Datum. B. Structures 1. Footprint of all existing structures with dimensions of each at the foundation lines. 2. Finish floor elevations will be shown at the entrances to all structures. C. Features 1. Any permanent site features (examples: fence, mechanical features and pads, retaining walls, lights, scoreboards, signs, etc.). 2. All adjoining street features out to the existing centerlines. D. Hard Surface 1. Bituminous 2. Concrete walks 3. Curbs E. Trees Within Project Area 1. All separate free standing trees having a diameter of 3" or greater. 2. Edge of heavy wood areas. F. Utilities 1. Power overhead. Eh RETTLER corporation BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL 416-10,-1 CITY OF OSHKOSH -WESTHAVEN CIRCLE PARK BASEBALL FIELD Oshkosh 2. Sanitary and storm manholes. 3. Size and depth of sanitary and storm piping. 4. Watermain. 5. Electric. 6. Telephone. 7. Fiberoptic. 8. Gas. Note: Utility information will be based on information provided by others; (diggers hotline locate) any private utilities need to be made available to the Surveyor so that they may be shown on map. Private utilities may be located as part of the survey at an additional cost. Coordination would be done by Rettler Corporation. G. Property Lines 1. Property boundary will not be surveyed as part of this project, however, should a Certified Survey be required, these services can be negotiated. H. Final Map 1. Hard copy map will be provided, as well as a digital PDF. II. 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. Site restoration plan g. Environmental review as required, if additional environmental permitting required as amendment to the contract. 2. Project Specifications c RETTLER corporation BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL CITY OF OSHKOSH -WESTHAVEN CIRCLE PARK BASEBALL FIELD Oshkosh a. Develop plans and specification per City of Oshkosh bid process. b. Coordinate bid form, bidder's proof of responsibility, insurance requirements, agreement, and language with City of Oshkosh for bidding and contract administration phase. 3. Permit Applications a. Assist the Owner in obtaining City of Oshkosh, 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 modification or floodplain permitting (wetland indicator soils are present on the site). 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. III. Construction Observation A. Furnish a staff for the overall administration, observation, and review of the work. IV. Assumptions A. Geotechnical Services and Wetland Delineation are not included in this proposal, Rettler Corporation will coordinate the work for the City as part of the scope of services. B. Additional property, legal and construction survey services are not included. RETTLER corporation BID DOCUMENTS, CONSTRUCTION OBSERVATION PROPOSAL CITY OF OSHKOSH -WESTHAVEN CIRCLE PARK BASEBALL FIELD Oshkosh V. 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. 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. VI. Lump Sum Fees A. Topographic mapping $1,400.00 B. Item I, Construction Bid Documents & Bid Administration $11,250.00 C. Item II, Construction Observation $2,350.00 VII. 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 te--- May 14, 2020 John Kneer, PLA, ASLA Date President City of Oshkosh Authorized Representative Date RETTLER corporation J ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ill..------- 5l15/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE'AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Spectrum Insurance Group STP PHONE Dena Kawski FAX 3273 Church St IA/C.No.Bath 715-341-5050 IA/C,No):715-341-5620 Stevens Point WI 54481 E-MAIL ADOREss: dena.kawski@spectruminsgroup.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Secura 22543 _ INSURED RETTL-2 Rettler Corporation INSURER B: 3317 Business Park Dr INSURER C: Stevens Point WI 54482 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1106243900 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y BP3012881-4 7/1/2019 7/1/2020 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OPAGG $2,000,D00 OTHER: $ A AUTOMOBILE LIABILITY Y A3066228-4 7/1/2019 7/1/2020 COMBINED SINGLE LIMIT $1,DDD,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ A X UMBRELLALIAB X OCCUR Y CU3045985 7/1/2019 7/1/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTIONS 1DJV1D $ A WORKERS COMPENSATION WC3012882 7/1/2019 7/1/2020 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $100,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may he attached if more space is required) RE:Westhaven Circle Park baseball field-City of Oshkosh,and its officers,council members,agents,employees and authorized volunteers are Additional Insured under the general liability,commercial auto and umbrella policies on a primary and non-contributory basis with ongoing and completed operations.A 30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Oshkosh ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Clerk 215 Church St., PO Box 1130 AUTHORIZED REPRESENTATIVE Oshkosh WI 54903-1130 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. AUTO ADDITIONAL INSURED WRAP 1 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. AUTOMATIC ADDITIONAL INSURED—PRIMARY AND NONCONTRIBUTORY SECTION II—COVERED AUTOS LIABILITY COVERAGE, subsection A. Coverage, paragraph 1. Who Is An Insured is amended to add: d. (1) Automatic Additional Insured—Primary And Noncontributory Any person or organization is an additional insured when you and such person or organization have agreed in writing prior to a loss that such person or organization be added as additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury" or "property damage" resulting from the ownership, maintenance or use of a covered "auto", provided the"bodily injury" or"property damage" is caused, in whole or in part, by you or by those acting on your behalf. This insurance is primary and is not contributing with any other insurance carried by the additional insured. (2) Blanket Lessor Additional Insured Provisions If the additional Insured is a lessor of a"leased auto"; (a) Coverage i. Any "leased auto" that is a covered "auto"will be considered a covered "auto" you own and not a covered"auto"you hire or borrow. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured"the lessor. ii. The coverages provided under this endorsement apply to any "leased auto" until the policy expiration date, or when the lessor or his or her agent takes possession of the"leased auto", whichever occurs first. t (b) Loss Payable Clause i. We will pay,as interest may appear,you and the lessor for"loss"to a"leased auto". ii. The insurance covers the interest of the lessor unless the"loss" results from fraudulent acts or omissions on your part. iii. If we make any payment to the lessor,we will obtain his or her rights against any other party. (c) The lessor is not liable for payment of your premiums. (d) Additional Definition As used in this endorsement: "Leased auto"means an"auto" leased or rented to you including any substitute, replacement or extra"auto"needed to meet seasonal or other needs, under a leasing or rental agreement that required you to provide direct primary insurance for the lessor. CAE 0131 Includes copyrighted material of Insurance Services Offices, Inc.,with its permission. Page 1 of 2 1508 ©2015,SECURA INSURANCE,A Mutual Company B. WAIVER--TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV— BUSINESS AUTO CONDITIONS, subsection A. Loss Conditions, paragraph 5. Transfer Of Rights Of Recovery Against Others To Us is amended to add: We waive any right of recovery we may have against any person or organization when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be waived 1 from recovery because of payments we make for injury or damage arising out of an "accident" and resulting from the ownership, maintenance or use of a covered"auto". However, our rights may only be waived prior to the"accident"for which we make payment under this Coverage Part.The insured must do nothing after a loss to impair our rights. y�y 6gE p� 1 j I G@F. tp{ { CAE 0131 Includes copyrighted material of Insurance Services Offices, Inc.,with its permission. Page 2 of 2 1508 ©2015,SECURA INSURANCE,A Mutual Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED WRAP This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this Endorsement,the provisions of the Coverage Part apply unless modified by this Endorsement. A. Additional Insured When Required By Written Agreement 1. Operations Performed For An Additional Insured WHO IS AN INSURED is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in a written agreement prior to a loss,that such person or organization be added as an additional insured on your policy.Such person or organization is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by: a. Your acts or omissions;or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this provision ends at the earlier of when your operations for that additional insured are completed;or the end of the policy period. 2. Limitations The Operations Performed For An Additional Insured coverage is limited as follows: a. This insurance does not apply to"bodily injury","property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing,approving,or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (2) Supervisory, inspection,architectural or engineering activities. b. This insurance does not apply to"bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The Limits of Insurance applicable to the additional insured are those specified in the written agreement or in the Declarations for this policy,whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits of Insurance shown in the Declarations. If other insurance available to you and written by us is applicable to this additional insured, the maximum recovery under all coverage forms or policies combined may equal but not exceed the highest applicable limit under any one coverage form or policy providing coverage on either a primary or excess basis. d. This insurance does not apply if the person or organization required to be added as an additional insured is specifically named as an additional insured under any other provision of, or endorsement added to this policy. CGE 1037 Includes copyrighted material of Insurance Services Office,with Its permission Page 1 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company B. Additional Insured When Required By Written Agreement—Completed Operations 1. Additional Insured—Completed Operations WHO IS AN INSURED is amended to include as an additional insured any person or organization,when you and such person or organization have agreed in a written agreement prior to a loss,that such person or organization be added as an additional insured on your policy, but only with respect to"bodily injury"or "property damage"caused, in whole or in part, by"your work"performed for that additional insured and included in the"products-completed operations hazard". 2. Limitations The Additional Insured-Completed Operations coverage is limited as follows: a. This insurance does not apply to"bodily injury"or"property damage"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve,maps,shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities, b. A person or organization's status as an insured under Additional Insured-Completed Operations 1 continues only until the earlier of the end of the policy period;or the period of time required by the written agreement. If no time period is required by the written agreement, a person or organization's status as an additional insured under this endorsement will not apply beyond the lesser of the end of the policy period; or five years from the completion of"your work"on the project which is the subject of the written agreement. • c. The insurance as provided to the additional insured does not apply to"bodily injury", "property damage" or"personal and advertising injury"arising out of"your work"for which a consolidated (wrap-up) insurance program has been provided by the prime contractor-project manager or owner of the construction project in which you are involved. d. The Limits of Insurance applicable to the additional insured are those specified in the written agreement or in the Declarations for this policy,whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits of Insurance shown in the Declarations. If other insurance available to you and written by us is applicable to this additional insured,the maximum recovery under all coverage forms or policies combined may equal but not exceed the highest applicable limit under any one coverage form or policy providing coverage on either a primary or excess basis. e. The coverage provided to the additional insured by this endorsement and by paragraph f. of the definition of"insured contract" under DEFINITIONS do not apply to"bodily injury" or"property damage"arising out of the"products-completed operations hazard"unless required by the written agreement. f. This insurance does not apply if the person or organization required to be added as an additional insured is specifically named as an additional insured under any other provision of, or endorsement added to this policy. C. Primary And Noncontributory As respects the coverage provided under this endorsement, the Other Insurance Condition is amended as follows: I� The paragraph regarding Excess Insurance is deleted and replaced with the following: Excess Insurance This insurance is excess over any other insurance available to the additional insured whether primary, excess,contingent or on any other basis unless the written agreement described in A. and B. above specifically requires that this insurance be either primary or primary and noncontributory.Then this insurance is primary and not contributing with any insurance available to the additional insured which covers that person or organization as a named insured. CGE 1037 Includes copyrighted material of Insurance Services Office,with its permission Page 2 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company D. Waiver Of Transfer Of Rights Of Recovery Against Others To Us As respects the coverage provided under this endorsement,the Transfer Of Rights Of Recovery Against Others To Us Condition is amended by adding the following: We waive any right to recover all or part of any payment we have made under this Coverage Part arising out of your ongoing operations or"your work"done under a written agreement requiring such waiver with that person or organization. However,our rights may only be waived prior to the"occurrence"for which we make payment under this Coverage Part.The insured must do nothing after a loss to impair our rights. At our request,the insured will bring"suit" or transfer those rights to us and help us enforce them. E. Amendment—Aggregate Limits Of Insurance(Per Project) Under LIMITS OF INSURANCE shown on the Declarations,the General Aggregate Limit applies separately to each of your projects away from the premises owned by you or rented to you.This extension does not apply to the"products-completed operations hazard". F. Additional Condition The following condition is added: Additional Insured Duty To Notify a The additional insured described in A. or B.above must give written notice of loss, including a demand for defense and indemnity,to any other insurer having coverage for the loss under its policies. Such notice 0 must demand full coverage available and the additional insured shall not waive or limit such other available coverage. This additional condition does not apply to the insurance available to the additional insured which covers 3 that person or organization as a named insured. All other terms and conditions of this policy not in conflict with the terms and conditions of this Endorsement shall continue to apply. 8 3 1 1 #g7 ip CGE 1037 Includes copyrighted material of Insurance Services Office,with its permission Page 3 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company 3 THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. EXTENDED AUTOMATIC ADDITIONAL INSURED This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this Endorsement,the provisions of the Coverage Part apply unless modified by this Endorsement. A. Additional Insured When Required By Written Agreement 1. Operations Performed For An Extended Additional Insured WHO IS AN INSURED is amended to include as an additional insured any person or organization who is not a signatory to, but is shown within a written agreement you executed prior to a loss,that such person or organization be added as an additional insured on your policy. Such person or organization is an 1 additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for which the written agreement applies. A person's or organization's status as an additional insured under this provision ends at the earlier of 3 when your operations for which the written agreement applies are completed; or the end of the policy I period. 2. Limitations The Operations Performed For An Extended Additional Insured coverage is limited as follows: a. This insurance does not apply to"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render,any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings,opinions, reports, surveys,field orders,change orders or drawings and specifications; or (2) Supervisory, inspection,architectural or engineering activities. b. This insurance does not apply to"bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work,on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ) c. The Limits of Insurance applicable to the additional insured are those specified in the written agreement or in the Declarations for this policy,whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits of Insurance shown in the Declarations. If other insurance available to you and written by us is applicable to this additional insured,the maximum recovery under all coverage forms or policies combined may equal but not exceed the highest applicable limit gg under any one coverage form or policy providing coverage on either a primary or excess basis. d. This insurance does not apply if the person or organization required to be added as an additional insured is specifically named as an additional insured under any other provision of, or endorsement added to this policy. CGE 1040 Includes copyrighted materials of Insurance Services Office, Inc.,with its permission. Page 1 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company B. Additional Insured When Required By Written Agreement—Completed Operations 1. Extended Additional Insured—Completed Operations WHO IS AN INSURED is amended to include as an additional insured any person or organization who is not a signatory to, but is shown within a written agreement you executed prior to a loss,that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to"bodily injury"or"property damage"caused, in whole or in part, by "your work"performed for which the written agreement applies and included in the"products-completed operations hazard". 2. Limitations The Extended Additional Insured-Completed Operations coverage is limited as follows: a. This insurance does not apply to"bodily injury"or"property damage"arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services, including: (1) The preparing, approving,or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders,change orders or drawings and specifications; or (2) Supervisory, inspection,architectural or engineering activities. b. A person or organization's status as an insured under Additional Insured-Completed Operations continues only until the earlier of the end of the policy period;or the period of time required by the written agreement. If no time period is required by the written agreement,a person or organization's status as an additional insured under this endorsement will not apply beyond five years from the completion of"your work"on the project which is the subject of the written agreement. c. The insurance as provided to the additional insured does not apply to"bodily injury","property damage" or"personal and advertising injury"arising out of"your work"for which a consolidated (wrap-up)insurance program has been provided by the prime contractor-project manager or owner of the construction project in which you are involved. d. The Limits of Insurance applicable to the additional insured are those specified in the written agreement or in the Declarations for this policy,whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits of Insurance shown in the Declarations. If other insurance available to you and written by us is applicable to this additional insured, the maximum recovery under all coverage forms or policies combined may equal but not exceed the highest applicable limit under any one coverage form or policy providing coverage on either a primary or excess basis. A e. The coverage provided to the additional insured by this endorsement and by paragraph f. of the definition of"insured contract"under DEFINITIONS do not apply to"bodily injury"or"property damage"arising out of the"products-completed operations hazard" unless required by the written agreement. f. This insurance does not apply if the person or organization required to be added as an additional insured is specifically named as an additional insured under any other provision of, or endorsement added to this policy. C. Primary And Noncontributory As respects the coverage provided under this endorsement,the Other Insurance Condition is amended as follows: The paragraph regarding Excess Insurance is deleted and replaced with the following: Excess Insurance This insurance is excess over any other insurance available to the additional insured whether primary, excess, contingent or on any other basis unless the written agreement described in A. and B.,above specifically requires that this insurance be either primary or primary and noncontributory. Then this insurance is primary and not contributing with any insurance available to the additional insured which covers that person or organization as a named insured. D. Waiver Of Transfer Of Rights Of Recovery Against Others To Us As respects the coverage provided under this endorsement,the Transfer Of Rights Of Recovery Against Others To Us Condition is amended by adding the following: CGE 1040 Includes copyrighted materials of Insurance Services Office, Inc.,with its permission. Page 2 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company 4 I I We waive any right to recover all or part of any payment we have made under this Coverage Part arising out of your ongoing operations or"your work"done under a written agreement requiring such waiver for an additional insured described in A.or B. above. However, our rights may only be waived prior to the "occurrence"for which we make payment under this Coverage Part.The insured must do nothing after a loss to impair our rights.At our request,the insured will bring"suit"or transfer those rights to us and help i us enforce them. E. Additional Condition I The following condition is added: Additional Insured Duty To Notify The additional insured described in A.or B. above must give written notice of loss, including a demand for 1 defense and indemnity,to any other insurer having coverage for the loss under its policies. Such notice I must demand full coverage available and the additional insured shall not waive or limit such other I available coverage. This additional condition does not apply to the insurance available to the additional insured which covers that person or organization as a named insured. All other terms and conditions of this policy not in conflict with the terms and conditions of this Endorsement shall i continue to apply. t 1 x 1 1 M ti } 1 i f i 1 I II 1 1 1 i i d d i 1 I 1 i i C } 1 1 i F CGE 1040 Includes copyrighted materials of Insurance Services Office,Inc.,with its permission. Page 3 of 3 1301 ©2013 SECURA INSURANCE,A Mutual Company I { 1 I POLICY NUMBER: 20-BP-003012881-9 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations 'ggg ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS BLANKET AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury"or"property dam- age" caused, in whole or in part, by "your work" at • the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-completed operations hazard", • CG 20 37 07 04 ©ISO Properties, Inc.,2004 Page 1 of 1 ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION ENDORSEMENT This Endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this Endorsement,the provisions of the Coverage Part apply unless modified by the Endorsement. SCHEDULE Name and address/contact information of Person(s)or Organization(s): ) (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The following Condition is added: Notice Of Cancellation—Scheduled Person(s)or Organization(s) a. If we do not renew or cancel this policy,we will send advance written notice to the person(s)or organization(s)as shown in the SCHEDULE.The notice will be delivered by any method we choose, in the applicable timeframe specified in the policy's Cancellation Condition, any amendment to that Condition,or any other statutory timeframe requirements. b. Notice provided on this policy shall also apply as notice for any other Commercial Lines insurance policy or coverage part issued to the Named Insured by us. c. The notice is intended only to inform the person(s)or organization(s)named in the SCHEDULE in the event of a pending cancellation or non-renewal of coverage. Our failure to provide such advance notification will not: (1) Change any policy cancellation or non-renewal effective date; (2) Negate any cancellation or non-renewal of the policy;or gg (e) Grant, alter, or extend any rights or obligations under any policy issued by us. All other terms and conditions of this policy not in conflict with the terms and conditions of this Endorsement shall continue to apply. ILE 0550 Includes copyrighted materials of Insurance Services Office, Inc.,with its permission. Page 1 of 1 1101 ©2011,SECURA INSURANCE,A Mutual Company i POLICY NUMBER: 20-BP-003012881-9 END: 002 ILD 0002 1204 1 I SUPPLEMENTAL FORM DECLARATION FOR ILE0550 1101 NOTICE OF CANCELLATION ENDORSEMENT SCHEDULE 1 Name of Person(s)or Organization(s) Address/contact information of Person(s)or Organizations) City of Oshkosh 215 Church Ave, PO Box 1130, Oshkosh, WI 54903 Miron Construction 1471 McMahon Dr, Neenah, WI 54956 Sentry Insurance A Mutual Company 1800 North Point Dr, Stevens Point, WI 54481 g2 ES9P9 fi fi ILD 0002 1204 SECURA INSURANCE, A Mutual Company Page oft ORIGINAL City Aly of Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made on the 29TH day of MAY, 2020 by and between the CITY of OSHKOSH, hereinafter referred to as CITY,and T.R.KARRELS ASSOCIATES SC,1934 ALGOMA BOULEVARD, OSHKOSH,WI 54901,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 May 27,2020,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 MANAGER) 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 http://www.cioshkosh.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 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 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 31, 2020,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 mariner, 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 CONSULTANT shall not have the right to assign this Agreement without the written prior consent of the City. INDEPENDENT CONSULTANT CONSULTANT is an independent CONSULTANT 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 crrY 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 of $15,900.00 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 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 SUBCONSULTANTs 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 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 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 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. 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 Presence of: CONSULTANT ine of Company/Firm By: ` -177orn4 s ur'r�/s �i� lc efit (Seal of CONSULTANT (Specify Title) if a Corporation.) CITY OF OSHKOSH By: alma. eoetteldA. M rk A.Rohloff, City Manager (Witness) 44/1111- rr And: (Witness) Pamela R.Ubrig,C' Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract ttomey City om oller engineers T.R. Karrels & associates sc architects May 27,2020 City of Oshkosh 215 Church Ave Oshkosh, WI 54901 Attn: Jon Urben Manager,General Services Division RE: Oshkosh Convention Center, Generator Replacement Oshkosh,WI Dear Jon, T.R. Karrels & Associates, SC is pleased to present this proposed agreement for design services for the above-referenced project. If you find acceptable please sign and return. A) PROJECT DESCRIPTION The proposed project will consist of providing construction documents, plan review submittal and onsite observation for this project. This project consists of structural analysis of existing roof deck, design of rooftop support frame, roofing details, and electrical system modification design. B.) SCOPE OF SERVICES Services shall include the following: Design Development Phase • Meet with Owner to understand program • Field investigation of existing conditions and systems • Preliminary/Schematic Drawings • State Building Code Review(for specific building requirements) • Discuss with consultants-draft Request for Proposals o Electric o Special Equipment o Meet with owner to review findings Construction Documents Phase • Architectural Drawings o Architectural Floor Plan(s) o Architectural Details • Structural Drawings o Structural Connection Details o Structural Sections and Details • Special material/equipment review • Structurai Design and Calculations • Send drawings to consultants o Electrical • Hold design meeting with owner and consultants • Final review of drawings • Coordinate drawings with consultants • Edit Specifications(book or plan notes) 1934 Algoma Blvd J Oshkosh WI 54901 I P 920.426.4470 I F 920.426.8847 1 Obtain Approvals Phase • Fin out forms for local Building Plan Review • Print drawing sets Competitive Bidding Phase • Organize plan holders list and contacts • Have documents printed for bidding • Answer contractor questions during bidding • Issue Addendum • Review(receive)Bids with owner Construction Phase • Required onsite observation visits during construction • Certify contractor request for payments • Provide punch list at end of project • Provide compliance statement required for final occupancy permit Review of Shop Drawings Phase • Structural Steel • Electrical components and materials C.) ITEMS EXCLUDED FROM SCOPE OF SERVICES: • Cost of document reproduction • State and local plan review fees • State and local construction permits • Construction Cost Estimating D.) COMPENSATION: Compensation for Architectural/Structural and Electrical Design Services to be as follows: Lump Sum Fee$15,900.00. If additional services are required,those services will be done on a time&material basis at the following rates: Structural Engineering: $100/hr Senior Architect: $ 90/hr • Architectural Designer: $ 82/hr Architect in Training I $ 70/hr Architect in Training II $ 76/hr • E.) Acceptance: The General Terms &Conditions outlined on the next page and the information defined above • are accepted, and T.R. Karrels & Associates, SC is hereby authorized to proceed with the services. Owner: Client: By: By: Thomas R Karrels,P.E. (Authorized Signature) Title: President 1 Owner Title: Date: Date: 2