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HomeMy WebLinkAboutURS Corporation AGREEMENT FOR PROFESSIONAL SERVICES (" Agreement") This Agreement betweenCitv of Oshkosh. 215 Church Street. Oshkosh. WI 54901: 920-236-5065 , ("Client") and . URS Corporation. ("URS"), a Nevada corporation; 10200 Innovation Drive. Suite 500. Milwaukee, WI 53226: 414-831-4100 ("URS"), is effective as of AuQust 11. 2004 . The parties agree as follows: It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the term "URS" shall mean either, URS Corporation, or the affiliated company identified in the Work Order. The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the Work Order. ARTICLE 1- Work Orders. The Scope of Services ("Services"), the Time Schedule and the Charges are to be set forth in a written Work Order to this Agreement. The terms and conditions of this Agreement shall apply to each Work Order, except to the extent expressly modified by the Work Order. Where charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions, including, without limitation, changes in laws or regulations occurring after the budget is. established or other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and schedule. ARTICLE \I - Payment. Unless otherwise stated in an Work Order, payment shall be on a time and materials basis under the Schedule of Fees and Charges ¡neffect when the Services are performed. Client shall pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further performance until payments are current. Client shall notify URS of any disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount. Client shall pay an additional charge of one and one-half percent (1Y2%) per month or the maximum percentage allowed by law, whichever is the lesser, for any past due amount. In the event of a legal action for invoice amounts not paid, attorneys' fees, court costs, and other related expenses shall be paid to the prevailing party. ARTICLE III - Professional Responsibility. URS is obligated to comply with applicable standards of professional care in the performance of the Services. Client recognizes that opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where the data are obtained, despite the use of due professional care. ARTICLE IV - Responsibilitv for Others. URS shall be responsible to Client for URS Services and the services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. ARTICLE V - Risk Allocation. The liability of URS, its employees, agents and subcontractors (referred to collectively in this Article as "URS"), for Client's claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including all Work Orders, shall not exceed in the aggregate: (1) The total sum of $250,000 for claims arising out of professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract; and any actual or potential environmental pollution or contamination, including, without limitation, any actual or threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect or properly evaluate the presence of such substances, except to the extent such release, threatened release, or failure to detect or evaluate is caused by the willful misconduct of URS; or PSA-1.DOC 19-Mar-O2 - 1 - (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or other causes for which URS has any legal liability, other than as limited by (1) above. ARTICLE VI - Insurance. URS agrees to maintain during the performance of the Services: (1) statutory Workers' Compensation coverage; (2) Employer's Liability; (3) General Liability; and (4) Automobile Liability insurance coverage each in the sum of $1,000,000. ARTICLE VII - Consequential DamaQes. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. ARTICLE VIII- Client ResponsibilitV. Client shall: (1) provide URS, in writing, all information relating to Client's requirements for the project; (2) correctly identify to URS, the location of subsurface structures, such as pipes, tanks, cables and utilities; (3) notify URS of any potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project site; (4) give URS prompt written notice of any suspected deficiency in the Services; and (5) with reasonable promptness, provide required approvals and decisions. In the event that URS is requested by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is a party and URS is not a party, Client shall pay URS for any time and expenses required in connection therewith, including reasonable attorney's fees. Client shall reimburse URS for all taxes, duties and levies such as Sales, Use, Value Added Taxes, Deemed Profits Taxes, and other similar taxes which are added to or deducted from the value of URS Services. For the purpose of this Article such taxes shall not include taxes imposed on URS net income, and employer or employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the countries or any agency or subdivision thereof in which URS subsidiaries, affiliates, or divisions are permanently domiciled. It is agreed and understood that these net income, employer or employee payroll taxes are included in the unit prices or lump sum to be paid URS under the respective Work Order. ARTICLE IX - Force Majeure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot, civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of government or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties, or inability to provide a safe working environment for employees. In the event of Force Majeure, the obligations of URS to perform the Services shall be suspended for the duration of the event of Force Majeure. In such event, URS shall be equitably compensated for time expended and expenses incurred during the event of Force Majeure and the schedule shall be extended by a like number of days as the event of Force Majeure. If Services are suspended for thirty (30) days or more, URS may, in its sole discretion, upon 5 days prior written notice, terminate this Agreement or the affected Work Order, or both. In the case of such termination, in addition to the compensation and time extension set forth above, URS shall be compensated for all reasonable termination expenses. ARTICLE X - RiQht of Entry. Client grants to URS, and, if the project site is not owned by Client, warrants that permission has been granted for, a right of entry from time to time by URS, its employees, agents and subcontractors, upon the project site for the purpose of providing the Services. Client recognizes that the use of investigative equipment and practices may unavoidably alter the existing site conditíons and affect the environment in the area being studied, despite the use of reasonable care. ARTICLE XI - Documents. Provided that URS has been paid for the Services, Client shall have the right to use the documents, maps, photographs, drawings and specifications resulting from URS efforts on the project. Reuse of any such materials by Client on any extension of this project or any other project without the written authorization of URS shall be at Client's sole risk. URS shall have the right to retain copies of all such materials. URS retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services. PSA-1.DOC 19-Mar-O2 - 2- , , ARTICLE XII - Termination. Client may terminate all or any portion of the Services for convenience, at its option, by sending a written Notice to URS. Either party can terminate this Agreement or a Work Order for cause if the other commits a material, uncured breach of this Agreement or becomes insolvent. Termination for cause shall be effective twenty (20) days after receipt of a Notice of Termination, unless a later date is specified in the Notice. The Notice of Termination for cause shall contain specific reasons for termination and both parties shall cooperate in good faith to cure the causes for termination stated in the Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before the effective date of the termination. Client shall pay URS upon invoice for Services performed and charges incurred prior to termination, plus reasonable termination charges. In the event of termination for cause, the parties shall have their remedies at law as to any other rights and obligations between them, subject to the other terms and conditions of this Agreement. ARTICLE XIII - No Third Party RiQhts. This Agreement shall not create any rights or benefits to parties other than Client and URS. No third party shall have the right to rely on URS opinions rendered in connection with the Services without the written consent of URS and the third party's agreement to be bound to the same conditions and limitations as Client. ARTICLE XIV - AssiQnments. Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party. ARTICLE XV - Hazardous Substances. All nonhazardous samples and by-products from sampling processes in connection with the Services shall be disposed of by URS in accordance with applicable law; provided, however, that any and all such materials, including wastes, that cannot be introduced back into the environment under existing law without additional treatment, and all hazardous wastes, radioactive wastes, or hazardous substances ("Hazardous Substances") related to the Services, shall be packaged in accordance with the applicable law by URS and turned over to Client for appropriate disposal. URS shall not arrange or otherwise dispose of Hazardous Substances under this Agreement. URS, at Client's request, may assist Client in identifying appropriate alternatives for off-site treatment, storage or disposal of the Hazardous Substances, but URS shall not make any independent determination relating to the selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. If Client requires: (1) URS agents or employees to sign such manifests; or (2) URS to hire, for Client, the Hazardous Substances transportation, treatment, or disposal contractor, then for these two purposes, URS shall be considered to act as Client's agent so that URS will not be considered to be a generator, transporter, or disposer of such substances or considered to be the arranger for disposal of Hazardous Substances, and Client shall indemnify URS against any claim or loss resulting from such signing. ARTICLE XVI - Venue. In the event of any dispute between the parties to this Agreement, the venue for the dispute resolution shall be any state or federal court in the United States having jurisdiction over the parties. The foregoing notwithstanding, if the project is located outside the United States, the laws of the State of California shall govern and in such event, any dispute under the Agreement not resolved amicably shall be resolved under the binding rules of the American Arbitration Association. ARTICLE XVII - InteQrated WritinQ and Enforceabilitv. This Agreement constitutes the final and complete repository of the agreements between Client and URS relating to the Services and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized Representative of each party. The provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the parties with regard to the provisions and that saves the validity and enforceability of the provision. PSA-1 .DOC 19-Mar-O2 - 3 - , ' THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. ~:¿?/; ~ P..A. J.l..rJII6K - c..,T.::I w(ÆN'+(,E~ Typed Nameffitle 10- , - '¡Þo&. . Date of Signature PSA-1.DOC 19-Mar-O2 u~ .~ Signatur ~ Ralph Blum, PE, Vice President Typed Nameffitle ~J [:2- t{ Date of Signature - 4 - /I J~~è~~ bLp~dy ,[tJ( lì1,~ (1 ~J Edward A. Nokes, CIty Comptroller I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. 4A <' LUMP SUM WORK ORDER NO. 1 In accordance. with the Agreement for Professional Services between Citv of Oshkosh ("Client"), and URS Corporation ("URS"). a Nevada corporation, dated AuQust 11. 2004 , this Work Order describes the Services, Schedule, and Payment Conditions for URS Services on the Project known as: Wisconsin Street Bridqe Riqht of Way Acquisition Client Authorized Representative: Address: Telephone No.: Dave Patek 215 Church Street Oshkosh.VVl54901 920 - 236-5065 URS Authorized Representative: Address: Telephone No.: Ralph Blum. PE. Vice President 10200 Innovation Drive. Suite 500 Milwaukee. WI 53226 414-831-4100 SERVICES. The Services shall be described in Attachment...L- to this Work Order. SCHEDULE. The Estimated Schedule shall be set forth in Attachment 2 to this Work Order. Because of the uncertainties inherent in the Services, Schedules are estimatedãiÏcl are subject to revision unless otherwise specifically described herein. . PAYMENT AND EQUITABLE ADJUSTMENTS. This is a lump sum Work Order. URS lump sum compensation and provisions for progress and final payments are specified in Attachment -L to this Work Order. URS shall give Client prompt written notice of unanticipated conditions or conditions which are materially different from those anticipated by URS at the time the lump sum compensation was agreed upon. If Client wishes URS to proceed, URS lump sum compensation shall be subject to equitable adjustment for such conditions. The total cost of services under this work order shall not exceed $ unless amended in writing. TERMS AND CONDITIONS. The terms and conditions of the Agreement referenced above shall apply to this Work Order, except as expressly modified herein. ACCEPTANCE of the terms of this VVork Order is acknowledged by the following signatures of the Authorized Representatives. r:~øh ~ f<.A. JOL.LAtJ6ti.. ~ c..'T~ f't{Jr.JAt...(Jt Typed NamefTitle 10-1- '1.bO"t Date of Signature UR~ :~ d4L ßLv Ralph Blum, PE, Vice President Typed NamefTitle g.. '?-., ðí.} Date of Signature PSA-1.DOC 19-Mar-O2 - 1 - ~ri:i~c~~ ~~:~ C{Lý t ~'~i Q ({(~l..- Edward A. Nokes, City Comptroller I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. lA ., " ATTACHMENT 1 SCOPE OF SERVICES The Consultant (URS) shall perform the acquisition of nine parcels on the Wisconsin Street Bridge project in the City of Oshkosh. All services will be in accordance with Wisconsin Statues of Eminent Domain (WI 32.05.SS) regulations and policies and will follow the requirements contained in WisDOT Real Estate Program Manual. In addition, all acquisitions will meet appropriate State and Federal laws, policies and guidelines. The project consists of nine fee parcels, six that can be purchased using the City's eminent domain authority and three parcels that cannot be condemned. Relocation services are not part of the scope of work and if relocation services were found to be needed during the course of this project, additional compensation would be required. Necessary documents will be prepared for all aspects of the acquisition process and will include, but are not limited to, the introductory letter which includes the brochure, "Rights of Landowners under Wisconsin Eminent Domain Law", the Offering Purchase letter, Purchase Agreement, IRS W -9 form, Closing Statement, Warranty Deed, Disposition of Taxes, Administrative Settlement Report, Jurisdictional Offer, Notice of Us Pendens and Award of Damages, if necessary. The negotiator will keep a detailed diary of each parcel. Monthly progress reports will be prepared and submitted. The monthly reports will include a summary of activities for the month and a project log indicating the status of each parcel and any problems encountered. PSA-1.00C 19-Mar-O2 - 1 - ATIACHNlENT2 SCHEDULE All parcels will purchased by October 1,2005. PSA-1.DOC 19-Mar-D2 - 1 - A TT A CHMENT 3 BASIS OF PAYMENT (1) The Consultant will be compensated by the City for services provided under this Contract on the following basis: (a) For administrative services provided by the Consultant, a lump sum of $1,500.00. (b) For acquisition services provided on the nine parcels sublet to G.J. Miesbauer & Associates, Inc. the Consultant's actual cost not to exceed $28,500.00 based on the subconsultant's attached proposal letter. (b) The total cost of services under this work order shall not exceed $30,000.00 unless amended in writing. PSA-1.DOC 19-Mar-O2 - 1 - > . G .J. MIESBA UER & ASSOCIATES, INC. RIGHT OF WAY ACQUISITION SPECIALISTS July 20,2004 Ralph C. Blum, PE Vice President URS Corporation 10200 Innovation Drive Milwaukee, WI 53226 Re: Project 10: 6110-15-21 Wisconsin Street Bridge City of Oshkosh Right of Way Proposal Dear Mr. Blum: Thank you for the opportunity to submit a proposal for the acquisition of nine parcels on the Wisconsin Street Bridge project in the City of Oshkosh. All services will be in conformance with Wisconsin Statutes of Eminent Domain c:N1 32.05 SS) regulations and policies and will fotlow the requirements contained in WisDOT Real Estate Program Manual. In addition, all acquisitions will meet appropriate State and Federal laws, policies and guidelines. It is my understanding the right of way is locatly funded and does not include any state or federal funding. The Request for Proposal indicates the project consists of nine fee parcels, six that can be purchased using the City's eminent domain authority and three parcels that cannot be condemned. I have not included the four parcels owned by the City of Oshkosh in this proposal. Relocation services are also not included in this proposal. If a need for relocation services were discovered during the course of the project, additional compensation would be required. This proposal also does not include acquisition of release of rights for utility parcels. Frank Perion, a Certified General Appraiser with Perion & Associates, will prepare appraisal reports for all parceis. He has over 25 years oj experience preparing eminent domain based appraisals. He has the professional training and experience to provide in-depth and unbiased appraisal reports and is a WisDOT approved appraiser. All appraisals will be objectively reviewed by me and subjectively reviewed by Pat Wagner of Quality Valuation Services. Mr. Wagner is a Wisconsin Certified Residential Appraiser who has extensive experience with all types of appraisals. He is very familiar with Frank Perion's appraisals. Peter Miesbauer will negotiate with property owners. Peter has exceptional customer service skills and is able to establish excellent rapport with property owners. He most recently negotiated parcels on a City of Ripon and City of Brookfield project. He is a WisDOT approved negotiator. 942 Friesland Road Marshall, WI 53559 Voice (608) 655-3145 Fax (608) 655-113 > . I will assume the role of project manager and principal contact as well as negotiator. I have over 40 years of right of way experience, initially with WisDOT as Director of Real Estate, in the private sector and most recently as owner of my own firm. I am very familiar with WisDOT, WDOC and FHWA policies and procedures. I am skilled as an acquisition specialist and appraiser and have extensive experience in all aspects of acquisition services and project management. I will be available to attend any public information meetings to open communications with property owner prior to presenting offers. . My firm will prepare necessary documents needed for all aspects of the acquisition process. These include, but are not limited to, the introductory letter which includes the brochure, "Rights of Landowners under Wisconsin Eminent Domain Law", the Offering Price letter, Purchase Agreement, IRS W-9 form, Closing Statement, Warranty Deed, . Disposition of Taxes, Administrative Settlement Report, Jurisdictional Offer, Notice of LisPèndens and Award of Damages, if necessary. I understand title updates wili be requested through you at URS. The negotiator will keep a detailed negotiation diary for each parcel. A monthly progress report will be prepared and submitted to the City and URS. This report will include a summary of activities for the month and a project log indicating the status of each parcel and any problems encountered. I have attached a proposed fee schedule. Thank you again for the opportunity to submit this proposal. Peter and I are looking forward to working with you again. We are committed to providing the best possible service in a timely, effective and professional manner. Please call me if you have any questions. S~S.~ Gerald J. ~auer. SRIWA President Fee Schedule for Oshkosh Project I Parcel # Parcel Name Appraisal Appraisal Negotiation Total per Fee Review Fee Fee Parcel Fee 1 School District $800 $400 $2,000 $3,200 2 U Haul Real Estate $800 $400 $1 ,200 $2,400 3 Fox Valley Technical $1,200 $400 $2,000 $3,600 District 5 Lee Beverage Co., Inc. $2,500 $400 $1 ,200 $4,100 6 Brackets and Bands, LLC $1 ,200 $400 $1 ,200 $2,800 10 UW Boards of Regents $2,000 $400 $2,000 $4,400 11 D&F Investments of $800 $400 $1 ,200 $2,400 Oshkosh . 12 Saalsaa Brothers R E $800 $400 $1,200 $2,400 13 UW Board of Regents $800 $400 $2,000 $3,200 Total Fee $10,900 $3,600 $14,000 $28,500 Parcels 1, 3, 10 and 13 have higher negotiation fees because they cannot be acquired by the City exercising its eminent domain authority. Negotiations on these types of parcels are more extensive and time consuming than parcels that can be acquired through eminent domain.