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Agreement-2025 Wetland Delin_9-17-24.docx Page 1 of 7
AGREEMENT
This AGREEMENT, made on the _____ day of ________________, 2024, by and
between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY,
and EVERGREEN CONSULTANTS, LLC, PO Box 680, Pulaski, WI 54162, party of the
second part, hereinafter referred to as the CONSULTANT,
WITNESSETH:
The CITY and the CONSULTANT, for the consideration hereinafter named, enter
into the following AGREEMENT for 2025 WETLAND DETERMINATION AND
DELINEATION SERVICES.
ARTICLE I. PROJECT MANAGER
A. Assignment of Project Manager. The CONSULTANT shall assign the following
individual to manage the PROJECT described in this AGREEMENT:
Chad M. Fradette – EP Chemist
B. Changes in Project Manager. The CITY shall have the right to approve or
disapprove of any proposed change from the individual named above as Project Manager.
The CITY shall be provided with a resume or other information for any proposed substitute
and shall be given the opportunity to interview that person prior to any proposed change.
ARTICLE II. CITY REPRESENTATIVE
The CITY shall assign the following individual to manage the PROJECT described in
this AGREEMENT:
Alyssa Deckert, P.E. – Civil Engineering Supervisor
ARTICLE III. SCOPE OF WORK
The CONSULTANT shall provide wetland delineation services upon request. A
separate scope of work and budget will be developed for each Project Authorization. A
sample Project Authorization form is attached to this AGREEMENT.
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The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect CONSULTANT's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT.
All reports, drawings, specifications, computer files, field data, notes, and other
documents and instruments prepared by the CONSULTANT as instruments of service shall
become property of the CITY upon payment for those documents by the CITY to the
CONSULTANT, and shall remain the property of the CITY.
ARTICLE IV. STANDARD OF CARE
The standard of care applicable to CONSULTANT's services will be the degree of
skill and diligence normally employed by professional consultants or consultants
performing the same or similar services at the time said services are performed.
CONSULTANT will re-perform any services not meeting this standard without additional
compensation.
ARTICLE V. OPINIONS OF COST, FINANCIAL CONSIDERATIONS, AND
SCHEDULES
In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, CONSULTANT has no control over cost or price of labor
and materials; unknown or latent conditions of existing equipment or structures that may
affect operation or maintenance costs; competitive bidding procedures and market
conditions; time or quality of performance by operating personnel or third parties; and
other economic and operational factors that may materially affect the ultimate project cost
or schedule. Therefore, it is understood between the parties the CONSULTANT makes no
warranty the CITY's actual project costs, financial aspects, economic feasibility, or schedules
will not vary from CONSULTANT's opinions, analyses, projections, or estimates.
ARTICLE VI. RECORD DRAWINGS
Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others. CONSULTANT is not responsible for any errors or
omissions in the information from others the CONSULTANT reasonably relied upon and
are incorporated into the record drawings.
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ARTICLE VII. CITY RESPONSIBILITIES
The CITY shall furnish, at the CONSULTANT’s request, such information as is
needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is
reasonably obtainable from City records.
To prevent any unreasonable delay in the CONSULTANT’s work, the CITY will
examine all reports and other documents and will make any authorizations necessary to
proceed with work within a reasonable time period.
ARTICLE VIII. CITY’S INSURANCE
The CITY will maintain property insurance on all pre-existing physical facilities
associated in any way with the PROJECT.
The CITY will provide (or have the construction contractor(s) provide) a Builders
Risk All Risk insurance policy for the full replacement value of all project work including
the value of all onsite CITY-furnished equipment and/or materials associated with
CONSULTANT's services. Upon request, the CITY will provide CONSULTANT a copy of
such policy.
ARTICLE IX. TIME OF COMPLETION
The work to be performed under this AGREEMENT shall be commenced and the
work completed within the time limits as agreed upon in the CONSULTANT’s individual
Project Authorization forms.
The CONSULTANT shall perform the services under this AGREEMENT with
reasonable diligence and expediency consistent with sound professional practices. The
CITY agrees the CONSULTANT is not responsible for damages arising directly or
indirectly from any delays for causes beyond the CONSULTANT’s control. For the
purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other
labor disputes, severe weather disruptions or other natural disasters, failure of performance
by the CITY, or discovery of any hazardous substances or differing site conditions. If the
delays resulting from any such causes increase the time required by the CONSULTANT to
perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled
to an equitable adjustment in schedule.
The CITY and the CONSULTANT acknowledge that their respective experiences over the
previous years have included disruptions and/or interruptions of their business operations
resulting from the existence of a pandemic. These previous experiences have made the
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CITY and CONSULTANT more aware of the possibility and implications of future
pandemics, and has resulted in contingencies and procedures to address known pandemic
implications, while understanding that each pandemic may be different. Therefore, while
CONSULTANT and CITY have made reasonable efforts to incorporate contingencies and
procedures into their PROJECT plans any known or reasonably-anticipated impacts on the
PROJECT resulting from a pandemic, neither CONSULTANT nor CITY have accounted for,
and are not responsible for, unknown future disruptions and/or changes of circumstances
related to their business to the extent caused by a commonly-recognized pandemic. These
disruptions and/or interruptions, including, without limitation, additional restrictions by
government agencies or others (such as the availability of the site for access or the
availability of CITY or CONSULTANT staff or others) to the extent they delay or otherwise
impact the PROJECT. In the event a pandemic is actually, or is anticipated to, disrupt or
interrupt the CONSULTANT’s or CITY’s obligations related to the PROJECT, the other
party shall be promptly notified in writing of the problem, along with a description of how
the pandemic is disrupting and/or interrupting performance of PROJECT tasks. The parties
agree to work in good faith to equitably address any unexpected impacts therefrom.
ARTICLE X. COMPONENT PARTS OF THE AGREEMENT
This AGREEMENT consists of the following component parts, all of which are as
fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto
attached:
1. This Instrument
2. Individual Project Authorization Forms
In the event any provision in any of the above component parts of this
AGREEMENT conflicts with any provision in any other of the component parts, the
provision in the component part first enumerated above shall govern over any other
component part which follows it numerically except as may be otherwise specifically
stated.
ARTICLE XI. PAYMENT
A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the
performance of the AGREEMENT the total sum as set forth below, adjusted by any changes
hereafter mutually agreed upon in writing by the parties hereto:
Not to Exceed Contract Amount of $20,000 (Twenty Thousand Dollars).
Individual budgets for each project will be negotiated and specified on each
Project Authorization form.
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B. Method of Payment. The CONSULTANT shall submit itemized monthly
statements for services. All Project Authorization forms shall have a unique task code
assigned. All invoices shall clearly identify invoice amount per task code. The CITY shall
pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If
any statement amount is disputed, the CITY may withhold payment of such amount and
shall provide to CONSULTANT a statement as to the reason(s) for withholding payment.
C. Additional Costs. Costs for additional services shall be negotiated and set
forth in a written amendment to this AGREEMENT executed by both parties prior to
proceeding with the work covered under the subject amendment.
ARTICLE XII. STANDARD PROVISIONS
The CONSULTANT agrees that, 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.
ARTICLE XIII. HOLD HARMLESS
The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh
harmless against all actions, claims, and demands to the proportionate extent caused by or
resulting from the intentionally wrongful or negligent acts of the CONSULTANT, his/her
agents or assigns, his/her employees, or his/her subcontractors related to the performance
of this AGREEMENT or be caused or result from any violation of any law or administrative
regulation, and shall indemnify the CITY for all sums including court costs, attorney fees,
and damages of any kind which the CITY may be obliged or adjudged to pay on any such
claims or demands upon the CITY’s written demand for indemnification or refund for those
actions, claim, and demands caused by or resulting from intentional or negligent acts as
specified in this paragraph.
Subject to any limitations contained in Sec. 893.80 and any similar statute of the
Wisconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and
all liability, including claims, demands, losses, costs, damages, and expenses of every kind
and description (including death), or damages to person or property arising out of re-use of
the documents without consent where such liability is founded upon or grows out of the
acts or omission of any of the officers, employees or agents of the City of Oshkosh while
acting within the scope of their employment.
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ARTICLE XIV. INSURANCE
The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance
Requirements.
ARTICLE XV. TERMINATION
A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper
manner any of the obligations under this AGREEMENT, the CITY shall have the right to
terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the
CONSULTANT shall be entitled to compensation for any satisfactory, usable work
completed.
B. For Convenience. The CITY may terminate this AGREEMENT at any time by
giving written notice to the CONSULTANT no later than ten (10) calendar days before the
termination date. If the CITY terminates under this paragraph, then the CONSULTANT
shall be entitled to compensation for any satisfactory work performed to the date of
termination.
This document and any specified attachments contain all terms and conditions of the
AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this AGREEMENT.
ARTICLE XVI. RE-USE OF PROJECT DOCUMENTS
All reports, drawings, specifications, documents, and other deliverables of
CONSULTANT, whether in hard copy or in electronic form, are instruments of service for
this PROJECT, whether the PROJECT is completed or not. Subject to individual review,
CONSULTANT’S reports, drawings, specifications, documents, or other deliverables will
generally be considered public records that are available to the public upon request.
Neither the CITY nor the CONSULTANT, therefore, has control of these documents once
they are disclosed as a public record. It is understood between these two parties,
however, that CONSULTANT does not intend to state or imply that the PROJECT
documents it creates have any purpose unrelated to the PROJECT. To the extent the
CITY may re-use or reference any part of the CONSULTANT’S documents or
information on unrelated projects, the CITY agrees to independently verify their
applicability for unrelated projects and further agrees the Standard of Care applicable to
the documents for this PROJECT will not apply to their re-use or reference in unrelated
projects.
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ARTICLE XVII. SUSPENSION, DELAY, OR INTERRUPTION OF WORK
The CITY may suspend, delay, or interrupt the services of CONSULTANT for the
convenience of the CITY. In such event, CONSULTANT's agreement price and schedule
shall be equitably adjusted.
ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES
This AGREEMENT gives no rights or benefits to anyone other than the CITY and
CONSULTANT and has no third-party beneficiaries.
In the Presence of: CONSULTANT
____________________________ By: _____________________________
____________________________ Chad M. Fradette
(Seal of CONSULTANT EP Chemist
if a Corporation)
By: _____________________________
_____________________________
(Specify Title)
CITY OF OSHKOSH
_____________________________ By: _____________________________
(Witness) Mark A. Rohloff, City Manager
_____________________________ And: _____________________________
(Witness) Diane M. Bartlett, City Clerk
APPROVED: I hereby certify that the necessary provisions
have been made to pay the liability which
will accrue under this AGREEMENT.
_____________________________
City Attorney
___________________________________
City Comptroller
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PROJECT AUTHORIZATION NUMBER ______
("Work Order")
Owner: City of Oshkosh Department Public Works
Authorized Office: 215 Church Avenue, P.O. Box 1130, Oshkosh, Wisconsin 54903-1130
Owner-Authorized Representative: Alyssa Deckert, P.E., Civil Engineering Supervisor
Project: 2025 Wetland Determination and Delineation Services
City of Oshkosh Contract Number: __________
The authorizing office requires performance of the following described Services:
Form of Compensation:
Lump Sum: $___________________
Additional Terms and Conditions: None
Authorized Services shall be performed in accordance with the terms and provisions of the
agreement between CONSULTANT and the City of Oshkosh, dated _______________. This
Project Authorization shall be effective only upon date of signature of an authorized
representative of the City of Oshkosh.
CONSULTANT
Signature:
Name: _____________________________
Title:
Date:
CITY OF OSHKOSH
Signature:
Name: __Alyssa Deckert, P.E._________
Title: Civil Engineering Supervisor____
Date:
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