Loading...
HomeMy WebLinkAboutAECOM/Storm Sewer System Modeling City of Oshkosh Department of Public Works 215 Church Avenue P.O. Box 1130 Oshkosh, Wisconsin 54903-1130 (920) 236-5065 Of HKO/H ON THE WATER November 18, 2010 Mr. James Bachhuber AECOM Technical Services 1350 Deming Way, Suite 100 Middleton, WI 53562 Re: Agreement for Storm Sewer System Modeling for 2011 Capital Improvements Program Dear Jim: Enclosed please find an executed copy of the agreement between the City of Oshkosh and AECOM regarding the above mentioned project. If you have any questions, please call our office at (920) 236-5065. Thank you. Sincerely, e.`1 k ALyvt., David C. Patek Director of Public Works DCP/clm Enclosure cc: Pam Ubrig, City Clerk (w/original) , Lynn Lorenson, City Attorney (w/copy) File Copy (w/copy) ‘lk \n\ A 7 kJ\ CONSULTING AGREEMENT AND AUTHORIZATION TO PROCEED THIS AGREEMENT between AECOM Technical Services, Inc., with offices located at 1350 Deming Way, Suite 100 Middleton, Wisconsin 53562 (hereinafter referred to as the "Consultant" or "ATS "), and the City of Oshkosh, with offices located at 215 Church Ave, Oshkosh, WI 54903 (hereinafter referred to as the "CLIENT" or "CITY"). 1. ATS agrees to perform the services described in Attachment A ( "SERVICES "). 2. CLIENT authorizes ATS to perform these SERVICES for the following project and location: Conduct hydrologic and hydraulic analyses to meet stormwater flood control goals for 2011 street reconstruction projects as identified on the Attachment A. 3. ATS is willing to perform the SERVICES in exchange for the following fee: X CLIENT will pay on a time and material basis not to exceed the sum of $122,700.00. ATS will invoice according to the Fee Schedule* attached to the PROPOSAL up to the stated limit. Upon reaching the limit, ATS will stop performing unless CLIENT authorizes further work in writing. * ATS reserves the right to adjust its Fee Schedule annually. 4. Billing: ATS will submit invoices to CLIENT monthly. CLIENT recognizes that timely payment is a material part of this Agreement. Each invoice is due and payable within thirty (30) calendar days of the date of the invoice. CLIENT will pay an additional charge of one and one -half percent per month not to exceed the maximum rate allowed by law for any payment received by ATS more than thirty (30) calendar days from the date of the invoice. CLIENT will pay when due that portion of invoice, if any, not in dispute. If CLIENT fails to pay any undisputed invoiced amounts within thirty (30) calendar days of the date of the invoice, ATS may suspend its performance or terminate this Agreement without incurring any liability to CLIENT and without waiving any other claim against CLIENT. 5. Special Provisions: NONE X ATTACHMENT A CLIENT confirms reading this document in full (including the terms 6 through 18 on the following page). This Agreement when executed by ATS is an offer to perform the services, open for acceptance within 30 days. This Agreement becomes effective on the date CLIENT signs below. CITY OF OSHKOS / AECOM TECHNICAL SERVICES, INC. By: Y- By: // _ Mark ' . Rohloff Cit ana•e ames T. Kunz. Senior Vice President By: OL Date: al/3 ho Pa Oa R. Ubri. • Cit . Clerk By: . •. IA 4 • � Lyn- A. Lorenson; City Attorney By: -43 c� e D Peggy A. Steeno; Director of Finance Date: 212-6/2.6/0 I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract Conssf.98k (Aug 13, 1998) C: \Documents and Settings \susan.slottke\Local Settings \Temporary Internet Files \Content.Outlook \89Z00AG4\2011 CIP consulting_ agreement _and_authorization_to_proceed.doc 1 AECOM General Conditions of Service — City of Oshkosh April, 2009 These General Conditions of Service, including any Supplemental Conditions of Service which are or may become applicable to the services described in AECOM's Proposal, are incorporated by reference into the foregoing Proposal and shall also be incorporated by reference into any Agreement under which services are to be performed by AECOM for the Client. No agreement or understanding, oral or written, which in any way modifies or waives these General Conditions of Service, shall be binding on AECOM (whether contained in the Client's purchase forms or otherwise) unless hereafter made in writing and executed by AECOM's authorized representative. Section 1: Scope of Work a. The scope of work and the time schedules defined in the Proposal are based on the information provided by the Client and shall be subject to the provisions of this agreement. If this information is incomplete or inaccurate, or if site conditions are encountered which materially vary from those indicated by the Client, or if the Client directs AECOM to change the original scope of work established by the Proposal, a written amendment to the Agreement equitably adjusting the costs, performance time, and /or terms and conditions thereunder, shall be executed by the Client and AECOM as soon as practicable. AECOM, at its discretion, may suspend performance of its services until such an Amendment has been executed and, if such an Amendment is not agreed to within a reasonable time, AECOM may terminate this Agreement. In the event this Agreement is terminated pursuant to this Section, the Client shall pay AECOM for all services performed prior to termination and termination expenses as set forth in Section 15c of these General Conditions of Service. Section 2: Billings and Payments a. Payments for services and reimbursable expenses will be made on the basis set forth in the attached proposal. AECOM shall periodically submit invoices for services performed and expenses incurred and not previously billed. Payment is due upon receipt. For all amounts unpaid after 30 days from the invoice date, as set forth on AECOM's invoice form, the Client agrees to pay a finance charge of one and one -half percent (1 -1/2 %) per month, eighteen percent (18 %) annually. The fees described in this agreement may be adjusted annually on the anniversary date of the effective date of this agreement. b. The Client shall provide AECOM with a clear written statement within fifteen (15) days after receipt of the invoice of any objections to the invoice or any portion or element thereof. Failure to provide such a written statement shall constitute a waiver of any such objections and acceptance of the invoice as submitted. c. The Client's obligation to pay for the services performed by AECOM under this Agreement shall not be reduced or in any way impaired by or because of the Client's inability to obtain financing, zoning, approval of governmental or regulatory agencies, or any other cause, reason, or contingency. No deduction shall be made from any invoice on account of penalty or liquidated damages nor will any other sums be withheld or set off from payments to AECOM. Client further agrees to pay AECOM any and all expenses incurred in recovering any delinquent amounts due, including, but not limited to reasonable attorneys fees, arbitration, or other dispute resolution costs, and all court costs. d. If any subpoena or court order is served upon AECOM and /or any of its staff, subconsultants or subcontractors requiring presentation of documents or the appearance of AECOM's staff, subconsultants or subcontractors at a trial, deposition, or for other discovery purposes arising out of AECOM's services performed under this Agreement, Client will pay AECOM's fees (if any) applicable to AECOM's compliance with the subpoena or court order. Fees will be based on actual units used at the standard rates in effect at time of service upon AECOM of the subpoena or court order. Billings shall include time and expenses incurred gathering, organizing, duplicating documents, preparing to give testimony, travel, and testifying in deposition or trial. Section 3: Right of Access a. If services to be provided under this Agreement require the agents, employees, or contractors of AECOM to enter onto the Project site, Client shall provide right -of- access to the site to AECOM, its employees, agents and contractors, to conduct the planned field observations or services. b. If the scope of services includes, or is amended to include, the performance of exploratory borings or test pit excavations, Client will fumish to AECOM all diagrams, and other information in its possession or reasonably attainable by Client indicating the location and boundaries of the site and subsurface structures (pipes, tanks, cables, sewers, other utilities, etc.) in such detail as to permit identifying, in the field, boring/test pit locations which will avoid interferences with any subsurface structures. AECOM will utilize "Diggers Hotline" to locate and mark public utilities. Client shall indemnify and hold AECOM harmless from liability on account of damages to subsurface structures or injury or loss arising from damage to subsurface structures, the locations of which are not indicated or are incorrectly indicated by Diggers Hotline or the information provided by the Client. c. AECOM reserves the right to deviate a reasonable distance from prescribed or selected exploratory boring or Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 2 test pit locations. d. AECOM shall take reasonable precautions to minimize damage to the site due to its operations, but AECOM has not included in its fee, and is not responsible for, the cost of restoration for any damage resulting from its operations. At the Clients request and for additional fee, AECOM will, to the extent reasonably practicable, restore the site to conditions substantially similar to those existing prior to AECOM's operations. Section 4: Safety a. It is understood and agreed that, with respect to Project site health and safety, AECOM is responsible solely for the safe performance by its field personnel of their activities in performance of the required services. It is expressly agreed that AECOM's professional services hereunder do not involve any responsibility for the protection and safety of persons on and about the Project nor is AECOM to review the adequacy of job safety on the Project. It is further understood and agreed, and not in limitation of the foregoing, that AECOM shall not be in charge of, and shall have no control or responsibility over any aspect of the erection, construction or use of any scaffolds, hoists, cranes, stays, ladders, supports, or other similar mechanical contrivances or safety devices as defined and interpreted under any structural work act or other statute, regulation, or ordinance relating in any way to Project safety. b. Unless otherwise specifically provided in this Agreement, Client shall provide, at its expense, facilities and labor necessary to afford AECOM field personnel access to sampling, testing, or observation locations in conformance with federal, state, and local laws, ordinances, and regulations specifically, including, but not limited to regulations set forth in OSHA 29 CFR 1926. c. If, in AECOM's opinion, its field personnel are unable to access required locations and perform the required services in conformance with federal, state, and local laws, ordinances and regulations due to Project site conditions or operations of other parties present on the Project site, AECOM may, at its discretion, suspend its services until such conditions or operations are brought into conformance with applicable laws, ordinances and regulations. If, within a reasonable time, operations or conditions are not in conformance with applicable laws, ordinances, and regulations, AECOM may, at its discretion, terminate this Agreement. In the event that the Agreement is terminated pursuant to this Section, the Client shall pay AECOM for services and termination expenses as set forth in Section 15 of this Agreement. d. Current regulations promulgated by the Occupational Safety and Health Administration (OSHA) require that a "competent person" conduct inspections of excavations and review any supporting system if workers are to enter the excavations. See OSHA 29 CFR Part 1926 (Subpart P). Under the scope of work incorporated in this Agreement, AECOM does not provide and has not assumed any duties of inspection and /or monitoring of excavations required of the "competent person" under OSHA 29 CFR Part 1926 (Subpart P). AECOM has neither been assigned nor assumed the authority required of the "competent person" under OSHA 29 CFR Part 1926 (Subpart P). Section 5: Samples a. Unless otherwise specifically provided in this Agreement or amendments thereto, AECOM reserves the right to discard samples immediately after testing. Upon request, the samples will be shipped (shipping charges collected) or stored at the rate indicated in the fee schedule attached. Section 6: Reports and Ownership of Documents a. AECOM shall furnish up to six (6) copies of each report to Client. Additional copies shall be fumished at the rates specified in the fee schedule. With the exception of AECOM reports to Client, all documents, including original boring logs, field data, field notes, laboratory test data, calculations, and estimates are and remain the property of AECOM. Client agrees that all reports and other work product furnished to the Client not paid for in full will be returned upon demand and will not be used for any purpose, including, but not limited to design, construction, permits, or licensing. Section 7: Standard of Care a. AECOM represents that it will perform its services under this Agreement in conformance with the care and skill ordinarily exercised by reputable members of the professional engineering community practicing under similar conditions at the same time in the same or similar locality. b. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AT COMMON LAW OR CREATED BY STATUTE, IS EXTENDED, MADE, OR INTENDED BY THE RENDITION OF CONSULTING SERVICES OR BY FURNISHING ORAL OR WRITTEN REPORTS OF THE FINDINGS MADE. c. Any exploration, testing, surveys, and analysis associated with the work will be performed by AECOM for the Client's sole use to fulfill the purpose of this Agreement and AECOM is not responsible for interpretation by others of the information developed. The Client recognizes that subsurface conditions beneath the Project site may vary from those encountered in borings, surveys, or explorations and the information and recommendations Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 3 • developed by AECOM are based solely on the information available. d. AECOM is not responsible for supervising, directing, controlling, or otherwise being in charge of the construction activities at the Project site; or supervising, directing, controlling or otherwise being in charge of the actual work of the contractor, its subcontractors, or other materialmen or service providers not engaged by AECOM. Section 8: Hazardous Substances a. Upon entering into this Agreement, the Client shall notify AECOM of all such hazardous substances which it knows or which it reasonably suspects are or may be present at or contiguous to the Project site or which may otherwise affect the services to be provided. Thereafter, such notification to AECOM shall be required as soon as practicable after the Client discovers either the presence of hazardous substances which were not previously disclosed, increased concentrations of previously disclosed hazardous substances, or facts or information which cause the Client to reasonably suspect the presence of any such hazardous substances. Hazardous substances shall include, but not be limited to, any substance which poses or may pose a present or potential hazard to human health or the environment whether contained in a product, material, by- product, waste, or sample and whether it exists in a solid, liquid, semi - solid, or gaseous form. b. If all or any part of the scope of work is to be performed in the general vicinity of a facility or in an area where asbestos, dust, fumes, gas, noise, vibrations, or other particulate or nonparticulate matter is in the atmosphere where it raises a potential health hazard or nuisance to those working in the area of such conditions, Client shall immediately notify AECOM of such conditions, potential health hazard, or nuisance which it knows, should know, or reasonably suspects exists and, thereafter, AECOM is authorized by the Client to take all reasonable measures AECOM deems necessary to protect its employees against such possible health hazards or nuisance. The reasonable direct cost of such measures shall be borne by the Client. c. Following any disclosure as set forth in the preceding paragraphs, or if any hazardous substances or conditions are discovered or reasonably suspected by AECOM after its services are undertaken, AECOM may, at its discretion, suspend its services until reasonable measures have been taken at the Client's expense to protect AECOM's employees from such hazardous substances or conditions. Whether or not AECOM suspends its services in whole or in part, the Client and AECOM agree that the scope of services, terms, and conditions, schedule, and the estimated fee or budget shall be adjusted in accordance with the disclosed information or condition, or AECOM may, at its discretion, terminate the Agreement. In the event that this Agreement is terminated pursuant to this Section, the Client shall pay AECOM for all services rendered prior to termination and all termination expenses as set forth in Section 15 of these General Conditions of Service. d. In the event that services under this Agreement may involve or relate to hazardous substances, or constituents, including hazardous waste (as defined by federal, state, or local statutes, regulations or ordinances), whether or not involvement or relationship was contemplated at the time this Agreement was made or when services by AECOM began under this Agreement, the following conditions shall also be incorporated into the Agreement and be made applicable thereto: d.1. In the event that samples collected by or received by AECOM on behalf of the Client contain hazardous substances or constituents, including hazardous waste, AECOM will, after completion of testing and, at Client's expense, (1) return such samples to Client, or (2) upon written request and using a manifest signed by the Client as generator, release such samples to a carrier selected by the Client to be transported to a location selected by the Client for final disposal. The Client agrees to pay all costs associated with the storage, transport, and disposal of samples. The Client recognizes and agrees that AECOM is acting as a bailee and at no time assumes title to said samples or substances. d.2. All laboratory and field equipment contaminated in performing services under this Agreement which cannot be reasonably decontaminated shall become the property and responsibility of the Client. All such equipment shall be delivered to the Client or disposed of in a manner similar to that indicated for hazardous samples above. The Client agrees to pay the fair market value of any such equipment which cannot reasonably be decontaminated and all other costs associated with the storage, transport, and disposal of such equipment. Section 9: Construction Monitoring Services a. "Construction Monitoring Services" is defined as services, furnished by AECOM to the Client, which are performed for the purpose of evaluating and /or documenting general conformance of construction operations or completed work with Project specifications, plans, and /or specific reports of the Project. Such services may include taking of tests or collecting samples of natural or manmade materials at various locations on a project site, and making visual observations related to earthwork, foundations, and /or materials. If the services to be provided by AECOM under this agreement include or are amended to include Construction Monitoring Services, the provisions of this Section 9 shall be an integral part of this agreement and applicable thereto. b. The presence of AECOM field personnel will be for the purpose of providing the client with a professional service based on observations and testing of the work which is performed by a contractor, subcontractor, or other materialmen or service provider. Such services will only be those specifically requested by the Client and Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 4 agreed to by AECOM. Discrepancies between construction operations or completed work and project requirements which are noted by AECOM field personnel will be referred to the Client, or the Clients representative, as designated prior to AECOM's involvement in the project. c. It is understood and agreed by the Client that the observation and testing of natural and /or man -made materials by AECOM in no way implies a guarantee or warranty of the work of the contractor, subcontractor, or other materialmen or service providers, and the services rendered by AECOM will in no way excuse such contractor, subcontractor, or other materialmen or service providers from liability in the event of subsequently discovered defects, omissions, errors or other deficiencies in their work. The presence or absence of AECOM on the Project site will not affect any obligation of any contractor, subcontractor, or other materialmen or service providers to perform in accordance with the specifications and plans of the Project. The Client further understands that AECOM is not a quality assurance representative for any contractor, subcontractor, or other materialman or service provider on the Project. d. The Client agrees to supply AECOM with specifications, plans, and other necessary material for the Project pertinent to providing its services. e. Due to the nature of its services, observing and field testing the work of contractors, subcontractors, or materialmen or service providers on the Project, AECOM cannot always be responsible for the schedule or length of time its field personnel remain on the Project site. The time AECOM's field personnel spend on the Project site is dependent upon the schedule of the contractor, subcontractor or materialman, or service provider whose work they are observing and /or testing. AECOM shall make reasonable effort to utilize its time on the Project site judiciously, but the Client understands and agrees that any delays, cancellations, rescheduling, overtime or other construction activities that may alter the anticipated number of hours and the anticipated costs of AECOM on the Project site and that are beyond the control of AECOM field personnel are legitimate and chargeable time and will be invoiced at the rates designated in the attached fee schedules. f. Part-time work is defined as Construction Monitoring Services provided by AECOM where its field personnel are on the Project less than five (5) working days per week or less than forty (40) hours per week, or both. It is agreed that the Client will furnish AECOM with a minimum of one working days notice, or twenty-four (24) hours notice, whichever is greater, on any part-time work of AECOM if field personnel are requested. AECOM shall make reasonable effort to provide field personnel on all projects, but reserves the right to schedule its field personnel as it deems appropriate, including the scheduling of different field personnel from day to day on any given part-time project of AECOM. The Client agrees to inform AECOM of the anticipated services required by AECOM field personnel on any day, including but not restricted to the kind and number of tests to be required and the anticipated amount of time the field personnel will be required on the Project site. g. All field personnel charges will be made on a portal -to -portal basis. Mileage to and from the Project site will be billed at the rate designated in the attached fee schedules as will any office engineering time needed to review, evaluate or analyze the field data. All calls made by the Client or the Clients representative to cancel requested part-time AECOM field personnel must be received by AECOM in time for AECOM to notify field personnel before they leave for the Project site. AECOM will make reasonable effort to contact its field personnel as quickly as possible, but reserves the right to bill the Client for time incurred in the event AECOM received a cancellation call too late for it to intercept the field personnel enroute to the Project site. Section 10: Opinions of Cost a. AECOM's opinions of probable total Project costs and Project construction costs, if any, provided as part of the services under this Agreement are made on the basis of AECOM's knowledge, experience, and qualifications and represent AECOM's judgment as an experienced and qualified professional engineer, familiar with the construction industry; but AECOM cannot and does not guarantee that proposals, bids, or actual total Project costs or Project construction costs will not vary from opinions of probable cost provided by AECOM. Section 11: Shop Drawings a. In the event that the scope of services includes review and approval of Shop Drawings or other data which contractor(s) are required to submit, AECOM's review and approval will be only for conformance with the design concept of the Project and for compliance with the information given in the Project plans and specifications and shall not extend to means, methods, techniques, sequences, or procedures of construction, or to safety precautions or programs incident thereto. b. AECOM's review and approval of Shop Drawings or other data shall not relieve the contractor(s) from responsibility for any variation from the requirements of the plans and specifications unless the contractor(s) has, in writing, called AECOM's attention to each such variation at the time of submission and AECOM has given written approval of each such variation by a specific written notation incorporated into or accompanying the Shop Drawing or other data. Approval by AECOM will not relieve the contractor(s) from responsibility for errors or omissions in the Shop Drawings or other data. c. AECOM will accept Shop Drawings or other data submittals only from the contractor(s) required by the Project contract documents to furnish the Shop Drawings or data. AECOM will reasonably promptly review and approve, Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 5 or take other appropriate action in regard to, Shop Drawings or data properly submitted to AECOM. Section 12: Allocation of Risk a. IN NO EVENT SHALL AECOM BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR CLIENT'S LOSS OF PROFITS, DELAY DAMAGES, OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY NATURE ARISING AT ANYTIME OR FROM ANY CAUSE WHATSOEVER. b. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold AECOM 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 reuse 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. c. Under no circumstances shall AECOM be liable for extra work or other consequences due to changed conditions or for costs related to failure of the construction contractor or materialmen or service providers to install work in accordance with the plans and specifications. d. Notwithstanding any other provision of this Agreement, it is further agreed that to the fullest extent permitted by law the Client shall indemnify and hold harmless AECOM and its employees, agents, contractors and consultants from and against all claims, damages, losses and expenses, direct and indirect, or consequential damages, including but not limited to attorneys' fees and all Court, arbitration or other dispute resolution costs, arising out of, resulting from, or related to the presence and /or involvement of hazardous substances, including hazardous waste, at the Project site or contained in samples collected by or received by AECOM from the Project site. The indemnification set forth in this paragraph 12.e. extends to claims against AECOM which arise out of, are related to, or are based upon, the dispersal, discharge, escape, release, spillage or saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, gases or any other material, irritant, contaminant or pollution in or into the atmosphere, or on, onto, upon, in or into the surface or subsurface (a) soil, (b) water or watercourses, (c) objects, or (d) any tangible or intangible matter, whether such event or circumstances is sudden or not. Nothing in this Paragraph 12.e. is intended to indemnify, or shall be construed as indemnifying, AECOM with respect to claims, losses, expenses or damages to the extent caused by AECOM's own negligent acts or omissions. Section 13: Liability Insurance a. AECOM shall abide by the document entitled 'INSURANCE REQUIREMENTS FOR "PROFESSIONAL LIABILITY" PROVIDERS FOR CITY OF OSHKOSH' (a copy of which is attached). In the event the City requires specific inclusions of coverage in addition to that obtained by AECOM, or increased limits of liability in AECOM's liability policies, the cost of such inclusions or increased limits shall be borne by the City. The City agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold AECOM 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 or in connection with or occurring during the course of this agreement 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 . Section 14: Dispute Resolution a. All claims, disputes, controversies or matters in question arising out of, or relating to this Agreement or any breach thereof, including but not limited to disputes arising out of alleged design defects, breaches of contract, errors, omissions, or acts of professional negligence, (collectively "disputes ") shall be submitted to mediation before and as a condition precedent to any other remedy. Upon written request by either party to this Agreement for mediation of any dispute, Client and AECOM shall select by mutual agreement a neutral mediator. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by Client and AECOM within ten (10) calendar days, a mediator shall be chosen as specified in the Construction Industry Mediation Rules of the American Arbitration Association then in effect. b. Notwithstanding any other provisions of this Section 14, in no event shall a demand for mediation be made more than two (2) years from the date the party making demand knew or should have known of the dispute or six (6) years from the date of substantial completion of AECOM's participation in the Project, whichever date shall occur earlier. c. All mediation or arbitration shall take place in the City of Oshkosh, Wisconsin, unless Client and AECOM agree Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 6 otherwise. The fees of the mediator or arbitrator(s) and the costs of transcription and other costs incurred by the mediator or arbitrator(s) shall be apportioned equally between the parties. Section 15: Termination a. This Agreement may be terminated by either party upon at least seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. The only exceptions to this seven -day written notice condition are AECOM's rights to terminate this Agreement as set forth in Sections 1, 4 and 8 of the Agreement. b. In addition, AECOM may terminate this Agreement if the Client suspends AECOM's services for more than sixty (60) consecutive days through no fault of AECOM. c. If this Agreement is terminated, AECOM shall be paid for services performed prior to the termination date set forth in the notice plus termination expenses. Termination expenses shall include personnel and equipment rescheduling and re- assignment adjustments and all other related costs incurred directly attributable to termination. Section 16: Employment a. Client agrees that, prior to the completion of AECOM's services on the Project, Client and its officers, agents or employees shall neither (1) offer employment to AECOM's employees, (2) advise AECOM's employees of employment opportunities with Client, Client's parent or affiliate organization(s), if any, nor (3) inquire into employment satisfaction of AECOM's employees. Section 17: Independent Contractor a. The relationship between the Client and AECOM created under this Agreement is that of principal and independent contractor. Neither the terms of this Agreement nor the performance thereof is intended to directly or indirectly benefit any person or entity not a party hereto and no such person or entity is intended to be or shall be construed as being, a third -party beneficiary of this Agreement unless specified by name herein or in an Amendment hereto, executed by AECOM's authorized representative. Section 18: Severabilitv a. In the event that any provision herein shall be deemed invalid or unenforceable, the other provisions hereof shall remain in full force and effect, and binding upon the parties hereto. Section 19: Section Headings a. The heading or title of a section is provided for convenience and information and shall not serve to alter or affect the provisions included herein. Section 20: Survival a. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Client and AECOM shall survive the completion of services and the termination of this Agreement. Section 21: Assigns a. Neither the Client nor AECOM may delegate, assign, sublet or transfer its duties, responsibilities or interests in this Agreement without the written consent of the other party. Section 22: Choice Of Law a. This Agreement shall be governed by the law of the State of Wisconsin. Section 23: Written Notice a. Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. Conssf.98k (Aug 13, 1998) CDBG consulting- agreement- and - authorization -to- proceed 7 Attachment A City of Oshkosh 2011 Capital Improvements Program Storm Sewer System Modeling Scope of Services SS -1. Background The work identified in Item SS -2 below provides a General Scope of Services for each watershed that is to be modeled as a part of this agreement. Additional supplementary Services for each watershed are identified in Items SS -3 through SS -9. The modeling described below is urban land use hydrologic and hydraulic modeling for the purpose of assessing the capacity of the City's existing stormwater conveyance system, and to analyze potential modifications to the existing system. Unless noted otherwise by the City, the hydrologic / hydraulic modeling will be conducted using XPSWMMTM or an equivalent model. SS -2. General Scope of Service Items 1. Utilize existing models generated during the City Wide Storm Water Management Plan (December, 2008) as a starting point where appropriate and available. 2. Construct conveyance network model. A. Model all storm sewer mainline segments. i. Unless noted otherwise, "mainline segments" are all storm sewer segments, publicly owned, between manholes, and does not include inlet leads. ii. Open channels and road ditches are also included as a "mainline segment" for purposes of these evaluations. iii. Utilize GIS data provided by the City for storm sewer and storm sewer manholes. iv. Catch Basin and Inlet Leads do not need to be included. v. Do not rely solely on GIS data to determine which pipe segments are mainline and which are leads, as there are several pipe segments that are miscoded in the GIS data. vi. All final determinations must be reviewed and confirmed by the City. B. Generally model all storm manholes. i. Utilize GIS data for storm manholes. ii. Inlets and catch basins do not need to be included. iii. Inlet Manholes shall be included. iv. All final determinations on removing manholes from the modeling must be reviewed and confirmed by the City. C. The tailwater elevation to be utilized will be provided by City Staff. This elevation may not be the same for all watersheds, as the elevation differs for Lake Winnebago, Fox Riverand Lake Butte des Morts. 3. Construct Watershed Characteristics. A. Utilize Land Use GIS data provided by City. B. Utilize Impervious Area GIS data for City parcels. C. Utilize Drainage Basin Areas GIS data. D. Review existing watershed boundaries, and revise and update as needed. E. Subdivide into smaller sub - watersheds as needed in order to properly execute the model. F. General area information for public right -of -ways shall account for complete ROW impervious and pervious areas considering the road surface and sidewalks. 4. Execute Existing Conditions Hydrologic and Hydraulic Model. A. Utilize Huff & Angel (Midwest Climate Center Bulletin 71) rainfall depths and 1 quartile rain distributions. B. Node hydrology shall be based on SWMM hydrology methods (not Curve Number hydrology) C. Perform sensitivity analysis to determine which duration storm is the most critical for conveyance system capacities. i. 30- minute duration ii. 1 -hour duration iii. 2 -hour duration iv. 3 -hour duration D. Run model at the critical duration for the following design storm events: i. 10 -year ii. 25 -year E. Run the model for the June 12 -13, 2008 rainfall event. Rainfall data provided by the City will be utilized, saturated soil conditions will be included in the model inputs, and the tailwater elevation will correspond to the Lake Winnebago elevation reported by the USACE on June 12, 2008 for the Oshkosh gauging station. F. Prepare figure showing the flooding depth at nodes for the 10 -year storm event. 2011CIP Storm Sewer Modeling Services Scope.docx January 28, 2010 Page 1 of 5 Attachment A City of Oshkosh 2011 Capital Improvements Program Storm Sewer System Modeling Scope of Services 5. Analyze Conveyance System Upgrades A. The primary goal is to ensure that the maximum water surface elevation from a 10 -year storm event at the critical duration does not surcharge above manhole rim elevations. B. A secondary goal is to contain larger storm flooding (> 10 year) within the ROW. C. Develop up to six (6) conveyance system upgrade alternatives per watershed which may include; i. Increasing storm sewer sizes within existing alignments ii. Construction of relief storm sewers in new alignments iii. Construction of one detention basin at a location to be selected by the City iv. Lift Stations are not included as an alternative within this scope and may be added as an amendment at the request of the City. D. Conveyance system upgrades will be evaluated based on the improvement in flooding depths during the 10 -year storm event. E. Conveyance system upgrades will be discussed with City Staff and up to three (3) alternatives will be selected for further consideration. F. To further evaluate the selected alternatives the following tasks will be conducted; i. Complete planning level cost estimates to include storm sewer, storm sewer structures, detention basins, and any other storm water management features. City Staff will provide unit costs to be used in cost estimates. ii. Run model for the following storm events a. 25 -year b. June 12, 2008 G. Meet with City Staff to discuss additional data for the selected alternatives and to select the proposed management measures. H. The following considerations will be made when evaluating conveyance system upgrades. i. Ensure adequate cover over conveyance system is maintained so that structure lids and castings can be installed. ii. When system replacement starts at an outfall, there may be opportunities to lower the invert elevations to provide better cover over the collection system. iii. Conflicts with existing sanitary sewer elevations shall be taken into account when proposing modification to the storm sewer system. The elevations may change during the reconstruction of streets, but that cannot be assumed for this modeling effort. iv. Conflicts with existing water main elevations shall be taken into account for large diameter (16" or larger) distribution mains. The likelihood of being able to offset these mains to accommodate the storm sewer construction is very small. v. AECOM will review and age of pavement as a consideration when recommending alternatives 6. Execute Proposed Conditions Hydrologic and Hydraulic Model. A. Upon City's request, utilize 2D modeling and the City LiDAR data to "map out" the horizontal extent, depth, and duration of flooding experienced in storm events where flooding is shown to occur. 2D modeling shall take into account building footprints as available on city - provided digital planimetric maps. (This task is not included in any project budget). 7. Prepare deliverable materials. A. Memo describing analysis methodology and results. B. Figure showing watershed area with locations of recommended storm sewer upgrades, sewer identification numbers and detention facility footprints shown. C. Table of storm sewer data. i. Existing pipe size. ii. Existing pipe invert elevations, length, material and slope. iii. Proposed pipe size. iv. Proposed pipe invert elevations, length, material and slope. D. Table showing the following estimated data for each wet or dry detention basin proposed: i. Bottom elevation ii. Normal water surface elevation (if wet basin) iii. Top of berm elevation iv. Emergency spillway elevation v. Permanent pool size (if wet basin) 2011CIP Storm Sewer Modeling Services Scope.dOCX January 28, 2010 Page 2 of 5 Attachment A City of Oshkosh 2011 Capital Improvements Program Storm Sewer System Modeling Scope of Services Streets scheduled for reconstruction in 2011 include: • Osceola Street from Algoma Boulevard to High Avenue • John Avenue from Elmwood Avenue to McKinley Street • Elmwood Avenue from Algoma Boulevard to watershed boundary Additional streets will be reconstructed in 2013, including Lincoln Ave., Woodland Ave., and McKinley St. Since 2000 street reconstruction work was completed within the watershed in the following locations: • Algoma Boulevard, • Pearl Avenue, • Wisconsin Street, • Irving Avenue, and • Jackson Street. Storm sewer modifications will not be considered in these areas. Of note within the watershed is: • a large diameter (20 -inch) water main on Wisconsin Street and Osceola Street, and • a sanitary interceptor sewer (33 -inch) on Osceola Street, Elmwood Avenue, and Irving Avenue. SS -6. Vine Avenue — 2011 CIP The Vine Avenue Watershed is a fully developed watershed on the north side of the City of Oshkosh. The watershed consists of approximately 54 acres. The watershed flows in a westerly direction from Cherry Street to the Fox River. The watershed is located north of Woodland Avenue and south of New York Avenue. The outfall from the watershed is into the Fox River and is located within property owned by Axletech International, Inc. The Vine Avenue Watershed is located south of the West New York Avenue Watershed, west of the Osceola Street Watershed, and north of the Woodland Avenue Watershed. The only street scheduled for reconstruction in 2011 is Elmwood Avenue from Vine Avenue to Woodland Avenue. Since 2000 street reconstruction work was completed within the watershed in the following locations: • Algoma Boulevard, • Vine Avenue, and • Garfield Street. Storm sewer modifications will not be considered in these areas. Within the watershed a sanitary interceptor sewer (48 -inch) is located parallel to the Fox River. SS -7. West New York Avenue — 2011 CIP The West New York Avenue Watershed is a fully developed watershed on the north side of the City of Oshkosh. The watershed consists of approximately 77 acres. The watershed flows in a westerly direction from Jackson Street, along New York Avenue, to the Fox River. The watershed is narrow and consists of New York Avenue and drainage from side streets adjacent to New York Avenue. The West New York Avenue Watershed is located north of the Woodland Avenue, Vine Avenue and Osceola Street Watersheds. New York Avenue from the Fox River to Jackson Street will be reconstructed in 2011. 2011 CIP Storm Sewer Modeling Services Scope.dOCX January 28, 2010 Page 4 of 5 Attachment A City of Oshkosh 2011 Capital Improvements Program Storm Sewer System Modeling Scope of Services Since 2000 street reconstruction work was completed within the watershed in the following locations: • Algoma Boulevard, • Elmwood Avenue, and • Garfield Street. Storm sewer modifications will not be considered in these areas. Within the watershed a sanitary interceptor sewer (48 -inch) is located parallel to the Fox River. SS -8. Woodland Avenue — 2011 CIP The Woodland Avenue Watershed is fully developed watershed on the north side of the City of Oshkosh. The watershed consists of approximately 50 acres. The watershed flows in a southwesterly direction to an outfall to the Fox River at Rockwell Avenue. The watershed is located south of the Vine Avenue and West New York Avenue Watersheds and west of the Osceola Street Watershed. Elmwood Avenue from John Avenue to Woodland Avenue will be reconstructed in 2011. Woodland Avenue from Cherry Street to Elmwood Avenue will be reconstructed in 2013. Since 2000 street reconstruction work was completed within the watershed on Algoma Boulevard. Storm sewer modifications will not be considered in this area. Within the watershed a sanitary interceptor sewer (48 -inch) is located parallel to the Fox River. SS -9. Blackhawk and Warren Streets Watersheds These two watersheds have a combined area of about 63 acres. Although these areas do not have streets scheduled for reconstruction under the 2011 schedule, they do have a high potential for hydrologic interaction with the other watersheds (SS -5 — SS -8). For that reason the hydrologic / hydraulic model in these areas will be updated (from the City -wide Stormwater Management Plan) and potential storm sewer upgrades will be evaluated if these upgrades help the flood management measures for watersheds described in SS -5 — SS -8. SS.10 Budget A total budget for the scope described above is $122,700.00. The basis for this estimate is that each watershed area's modeling, analysis, and technical memo is budgeted at $20,000, except for Blackhawk & Warren watershed. Additional fees for project meetings and design assistance are added to this figure. Project / Task Budget Packer Ave $20,000 Grouped Watersheds Osceola $20,000 Vine $20,000 West New York $20,000 Woodland $20,000 Blackhawk & Warren $7,500 Project Meetings (all projects) $5,200 Design Assistance (all projects) $10,000 Total: $122,700 2011 CIP Storm Sewer Modeling Services Scope.dOCX January 28, 2010 Page 5 of 5