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HomeMy WebLinkAboutBates Soil & Water Testing (2015)This AGREEMENT, made on the � day of U �35�' , 2015, by and between the CITY OF OSHKOSH, party of the first part, herei fter referred to as CITY, and BATES SOIL & WATER TESTING SERVICES, LLC, N1237 Country Crest Circle, Hortonville, WI 54944, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for Wetland determination and delineation for the Boschwitz property, Vinland Road ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the foliowing individual to manage the PROJECT described in this AGREEMENT: Brian D. Bates. P.S.S. — Licensed Professional Soil Scientist B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: James Rabe, Department of Public Works - Engineering ARTICLE III. SCOPE OF WORK Tne CONSULTANT shali provide the services described in the CONSULTANT's Proposal dated March 25, 2015. CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Page 1 of 5 ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professionai consultants or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re- perform any services not meeting this standard without additional compensation. ARTICLE V. RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. CONSULTANT is not responsible for any errors or omissions in the information from others that the CONSULTANT reasonably relied upon and that are incorporated into the record drawings. ARTICLE VI. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information. as is needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. The City shall provide the wetland boundary survey upon notice by the CONSULTANT. ARTICLE VII. 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. The CONSULTANT shall perform the services under this AGREEMENT with reasonabie diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. ARTICLE VIII. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: Page 2 of 5 1. This Instrument 2. CONSULTANT's Proposal dated March 25, 2015 and attached hereto. In the event that any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component paRs, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE IX. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto: Lump sum, not to exceed, $24,250.00 for wetland determination and delineation. B. Method of Payment. The CONSULTAN7 shall submit itemized monthly statements for services. The CITY shali pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhoid payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE X. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, his/her agents or assigns, his/her employees, or his/her subcontractors related however remotely to the performance of this AGREEMENT or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund for those actions, ciaim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Page 3 of 5 Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of re-use of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. ARTICLE XI. INSURANCE The CONSULTANT agrees to obtain General Liability Coverage of $500,000 per occurrence. The following must be named as additional insureds — City of Oshkosh, and its officers, council members, agents, employees, and authorized volunteers. Certificates of Insurance acceptable to the CITY shall be submitted to the Engineering Division of the Department of Public Works prior to the commencement of the work. These certificates shall contain a provision that coverage afforded under the policies will not be cancelled or non-renewed until at least 30 days prior written notice has been given to the City Clerk of the City of Oshkosh. ARTICLE XII. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, 4he CITY shall have the right to terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONSULTANT no later than ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XIII. RE-USE OF PROJECT DOCUMENTS All reports, drawings, specifications, documents, and other deliverables of CONSULTANT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. CITY agrees to indemnify CONSULTANT and CONSULTANT's officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's fees arising out of or related to the unauthorized re-use, change, or alteration of these project documents. Page 4 of 5 ARTICLE XIV. SUSPENSION. DELAY OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ARTICLE XV. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: (Seal of Consultant if a Corporation) APPROVED: Ci ttorney BATES SOIL & WATER TESTING SERVICES LLC � / � � 06r/.✓E'iP (Specify Title) (Specify Title) CITY OF OSHKOSH � And �:-- ,� ; I?c�-'-�/lll Mark A. Rohloff, City Manag r _ ^ ' �, , Pamela R. Ubrig, City Cler � I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. �``�:rc+ : � � City Comptroller Page 5 of 5