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City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 https://www.oshkoshwi.gov
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is entered into on the 27th day of August, 2025, by and between the CITY OF
OSHKOSH, 215 Church Avenue, Oshkosh, Wisconsin 54901 (City), and HDR ENGINEERING,
INC., 4807 Innovate Lane, Suite 130, Madison, Wisconsin 53718 (Consultant).
1. Project/Timeline. The City requested a proposal for engineering services for Oregon Street
and Jackson Street Water Main and Sanitary Sewer Replacement Design to be completed
no later than February 1, 2028.
2. Consideration. The City and Consultant agree to the terms and conditions of this Agreement
in return for the monetary and other consideration described herein. The parties
acknowledge the receipt of the consideration and further acknowledge that the consideration
given and received is of sufficient value to induce them to enter into this Agreement.
3. Component Parts of the Parties’ Agreement. For convenience, the parties agree to compile
various separate documents related to this Project and incorporate them into this Agreement.
Therefore, the terms and conditions of this Agreement may be in multiple places, and consist
of the component parts described below. The component parts may or may not be physically
attached to this Agreement. Regardless of whether or not they are attached, they are
considered to be fully incorporated as part of this Agreement. The component parts of this
Agreement are:
a. The terms of this Professional Services Agreement, including any other documents or
terms referenced and/or attached, but not including component parts identified below.
b. Consultant’s Proposal dated August 4, 2025, which is attached hereto.
c. The terms and conditions are listed above in order of importance. If terms and conditions
in various component parts are conflicting, then the terms and conditions in the
component part first listed will control over the conflicting term and condition in the later
component part. Any changes in terms and conditions during the term of the contract are
not effective unless agreed to by both parties and incorporated into a written amendment,
change order or similar document. The preceding rule of interpretation may be modified
by the parties in particular circumstances as described elsewhere in this Agreement or in
a signed amendment, change order, or other document.
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4. Representatives. The parties assign the following persons as the primary contacts for their
respective interests related to managing and carrying out the tasks of this Agreement. These
persons may be changed upon written notice from the party making the change.
a. For the City: Alyssa Deckert, P.E., Civil Engineering Supervisor
b. For the Consultant: Julia McAdams Busch, P.E., Roadway Project Manager
5. Scope of Services. Consultant shall provide the services described in the component parts
identified above. Any changes must be placed in writing and signed by both parties. Changes
in scope may include a need to adjust the contract amount either up or down.
6. Records and Deliverables. Reports, plans and specifications, and other information may be
provided to City as deliverables for this Project. (This is general language for all kinds of
projects, you might want to be more specific for your purposes, such as “deliverables shall
those described in Consultant’s Proposal dated June 21, 2025” or “as described in the City’s
RFP” or list the deliverables here.)
a. Deliverables 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.
b. However, Consultant may continue to use the deliverables and information therein for
descriptions or discussions of this Project in other contexts, and may use some or all of the
information in the deliverables in or for other projects. Any such subsequent use by
Consultant shall be without royalty or other fees, or obligations, to City.
c. Consultant’s deliverables are intended only for use related to the Project subject to the
Agreement, and are not subject to any warranty or guaranty if subsequently modified or
reused for a later project. Any modification or reuse for projects other than the project
that is the subject of this Agreement shall be at the City’s sole risk and without liability to
Consultant.
d. Documents, including deliverables, created by Consultant may subsequently be viewed
by, or provided to, a third person as a public record not subject to redaction or
withholding by applicable law. In such instances, neither party retains control over
subsequent uses of these documents and therefore neither party shall consider the other
responsible for such subsequent use.
7. Term and Termination.
a. Term. This Agreement shall commence upon September 1, 2025 and shall terminate on
February 1, 2028, unless terminated earlier by one (1) of the parties as provided below.
The parties may extend this Agreement, upon written notice to this Agreement signed by
both parties.
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b. Termination.
i. For Cause. If either party shall fail to fulfill in timely and proper manner any of the
material obligations under this Agreement, the other party may, at its discretion,
terminate this Agreement by written notice. In this event, the Consultant shall be
entitled to compensation to the date of delivery of the Notice.
ii. 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. In this event, the Consultant shall be entitled to compensation to the termination
date.
8. 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 Proposal
and as otherwise described in this Agreement.
Consultant shall perform the services under this Agreement with reasonable diligence and
expediency consistent with the Standard of Care. 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, public health emergencies, 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.
9. 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
amount and schedule shall be equitably adjusted.
10. 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.
11. Independent Contractor. Consultant is an independent contractor and is not an employee of
the City.
12. 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).
a. Cooperation is expected in connection with 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.
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b. Excluded from this duty of cooperation is 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.
c. Examples of expected 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 in accordance with 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.
d. 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.
13. 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 and locality said services are performed.
Consultant will re-perform any services not meeting this standard without additional
compensation.
14. Opinions of Cost and Financial Considerations. In providing opinions of cost, financial
analyses, or economic feasibility projections for the Project, the City recognizes that
Consultant has no direct control over cost or price of labor and materials; market conditions;
and other economic factors that may materially affect the ultimate Project cost. Therefore, it
is understood between the parties that the Consultant does not guarantee that City’s actual
Project costs, financial aspects, or economic feasibility will not vary from Consultant's
opinions, analyses, projections, or estimates.
15. 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.
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16. Payment.
a. Amount. The City shall pay to the Consultant for the performance of the tasks described
in this Agreement a time and materials amount not to exceed $134,721.67 for the work to
be performed.
i. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone
charges, telephone charges, and equipment rental shall be considered overhead and
shall not be invoiced separately to the Project.
ii. Expenses. Expenses may be billed with up to a maximum of ten percent (10%) mark-
up. All invoices with expenses shall include supporting documentation of the
expense. Failure to include the supporting documentation will result in the reduction
of payments by the amount of those expense(s) not including documentation.
b. Payment. The Consultant shall submit itemized monthly statements for services.
Itemized monthly statements must include, at a minimum, the person performing the
task(s), a brief description of the task(s) performed, the time spent on the task(s), the
hourly rate, and the total amount billed for the task(s). Tasks do not have to be listed
separately, but if the Consultant places the tasks in groups, they should do so in a manner
that is reasonable and understandable to the City and the public. The City shall pay the
Consultant within thirty (30) calendar days after receipt of such statement.
c. Disputed Amounts. If any statement amount is disputed, the City may withhold payment
of such disputed amount and shall provide to Consultant a statement as to the reason(s)
for withholding payment. Amounts invoiced and not disputed shall be paid according to
the regular schedule agreed upon.
d. 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.
17. Hold Harmless. It is the intention of the parties that each party shall be solely responsible for
its own actions, inactions, and activities, including the actions and activities of its own officers,
employees, and agents while acting within the scope of their employment.
a. Subject to the provisions of Section 443.20 of the Wisconsin Statutes, the Consultant
covenants and agrees to protect, hold harmless, and indemnify the City of Oshkosh
against all actions, claims, and demands which may arise related to Consultant’s
performance of services as provided under the terms of this Agreement. This indemnity
is limited to losses proximately caused by the Consultant’s negligent performance of
design professional services and is limited to the proportion of loss caused by the
negligent performance; and/or indemnification for Consultant’s acts or omissions that
involve reckless, wanton, or intentional misconduct. Consultant shall indemnify or
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refund to the City all sums expended including court costs, attorney fees, and punitive
damages which the City may be obliged or adjudged to pay for losses as described within
this Paragraph. Claims or demands are due within thirty (30) days of the date of the City’s
written demand for indemnification.
b. Subject to any and all immunities and limitations contained in Wisconsin Statutes, Sec.
893.80, and any applicable part of the Wisconsin Statutes, the City agrees to hold
Consultant harmless from liability, including claims, demands, losses, costs, damages,
and expenses of every kind and description (including death), to the proportionate extent
caused by or resulting from the intentional or negligent acts of the City, its agents or
assigns, its employees, or its Sub-Consultants related to the performance of this
Agreement or which may 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.
18. Insurance. The Consultant agrees to procure and retain in good standing policies which in
all respects comply with the attached City of Oshkosh Insurance Requirements for Professional
Services.
19. Whole Agreement / Amendment. This document and any attachments identified or
documents referenced contain all terms and conditions of the Agreement and any additions,
subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing,
signed by both parties and incorporated as an amendment to this Agreement.
20. No Third-Party Beneficiaries. This Agreement gives no rights, benefits, or obligations to
anyone other than City and Consultant and therefore there are no third-party beneficiaries of
this Agreement.
21. Non-Discrimination. The Consultant will not discriminate in its actions related to this
Agreement on the basis of race, color, creed, age, and gender, or other protected classes as
otherwise prohibited by law. A breach of this term may be regarded as a material breach of
this Agreement. Consultant agrees that all hiring or employment related to this Agreement
will not involve any discrimination against any employee or applicant for employment
related to race, color, religion, sex, sexual orientation, gender identity, national origin, or other
protected class as otherwise prohibited by law.
22. Public Records. The City is a governmental entity that is required to comply with Wisconsin
public records laws. Consultant acknowledges that Wisconsin Public Records laws assume
records are available for public viewing unless there are specific other laws that prevent or
limit release, and further acknowledges that documents provided to a public entity such as
the City are treated by the law differently than documents provided to a private entity.
Consultant also acknowledges that it is a contractor of the City and therefore pursuant to
Wisconsin law may be in possession of public records which are not otherwise also in the
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possession of the City. Consultant agrees to cooperate with the City and any public records
requests. Notwithstanding any other term of this Agreement, including component parts, the
City will always be allowed to treat the records as either public or as confidential according
to applicable law, and to use documents in conformity with all applicable laws, including
public records laws. Any action the City takes that is consistent with any applicable law shall
not be considered a breach or violation of this Agreement, regardless if this Agreement or any
attachment or referenced document includes terms or conditions that conflict with applicable
law that the City is following. Consultant may elect to challenge a public records decision by
City, but must do so at its own risk and own cost, regardless of the outcome of such challenge.
23. Agreement Not to Be Construed Against Any Party. This Agreement is the product of
negotiation between all parties and therefore 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.
24. 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.
25. Severability. If any term, covenant, condition, or provision of this Agreement shall be
adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall not be affected thereby and the remainder of the Agreement shall be valid
and enforceable to the fullest extent permitted by law.
26. Choice of Law, Venue, and Dispute Resolution. 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. The parties agree that it may be
beneficial to undertake an initial mutually-agreeable mediation to resolve a dispute.
However, unless otherwise agreed to by the parties, all disputes shall be resolved by the
judiciary. Under no circumstance shall any dispute be subject to arbitration.
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27. Signatures. By placing their signatures below, each individual affirms that the entity they
represent is authorized to enter into this Agreement, and further affirm that they are
authorized by the entity they are representing to bind their respective parties to the terms and
conditions of this Agreement.
HDR ENGINEERING, INC.
By: _____________________________
Christine Wiegert
Sr. Vice President
MN/WI Area Manager
CITY OF OSHKOSH
By: _____________________________
Rebecca N. Grill, City Manager
And: _____________________________
Cheryl Pionke, Interim City Clerk
Approved as to form: I hereby certify that the necessary provisions
have been made to pay the liability which
will accrue under this Agreement.
_____________________________
Lynn A. Lorenson, City Attorney
_____________________________
Julie Calmes, Finance Director
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