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HomeMy WebLinkAboutCarl Walker Inc/City parking ramp pepairs 2017 ORIGINAL Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made on the 22nd day of December, 2016,by and between the CITY of OSHKOSH, hereinafter referred to as CITY, and CARL WALKER INC., 1920 S HIGHLAND AVENUE, SUITE 210, LOMBARD,IL 60148,hereinafter referred to as the CONSULTANT. WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. Consultant's Professional Services Proposal dated December 8, 2016 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 parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: Jon G.Urben, General Services Manager SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's attached Professional Services Proposal. CITY may make or approve changes within the general Scope of Services contained within the Professional Services Proposal and in this AGREEMENT. If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. City Hall,215 Church Avenue P.O.Box 1 130 Oshkosh,WI 54903-1130 http://www.ci.oshkosh.wi.us I RECORDS AND INSTRUMENTS OF SERVICE All reports, drawings, software, data, computer files, and other materials, documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Any document related to this agreement, whether in electronic or paper form, is considered a public record and shall be provided to the City upon request. The contractor may provide the City with an explanation of why they believe any document should not be released to the public. The City shall make all final determinations regarding the existence or release of any document related to this agreement. TERM AND TERMINATION A. Term. This Agreement shall commence upon the date indicated above and shall terminate on December 31, 2017,unless terminated earlier by one of the parties as provided below. B. Termination. 1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the other party shall have the right to terminate this Agreement by written notice. In this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice. 2. 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. TIME OF COMPLETION The CONSULTANT shall perform the services under this Agreement with reasonable 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, 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. SUSPENSION, DELAY, OR INTERRUPTION OF WORK j I 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. ASSIGNMENT i Contractor shall not have the right to assign this Agreement without the written prior consent of the City. i f i INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS Contractor 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) in connection with(a) 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; other than a third party proceeding in which Contractor is a named party and Contractor and the City have not entered into a mutually acceptable joint defense agreement. Such cooperation may include,but shall not be limited to, responding to requests for documents and/or other records, and making Contractor'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 without requiring service of 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. City shall reimburse Contractor 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. Contractor shall not be entitled to additional compensation for employee services provided under this paragraph. STANDARD OF CARE The standard of care applicable to CONSULTANT's Services will be the degree of skill and diligence normally employed by professional CONSULTANTS or consultants performing the same or similar Services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. 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. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the Agreement the amount as outline in the Cost portion of the Consultant's Professional Services Proposal. B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s)for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. 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, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify 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, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. i Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold CONTRACTOR harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or 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. i It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment i' i INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements for Professional Services. WHOLE AGREEMENT/AMENDMENT 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. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between the parties hereto and 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. 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. NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race, color, creed, age, and gender, or as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. CHOICE OF LAW AND VENUE i The laws of the State of Wisconsin shallgovern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. I i i IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first above written. 4r CONTRACTOR , le '/ _ Iz Name of Company/Firm By: (Seal of (Specify Title) if a Corp ration OFFICIAL=SEAL Col'SITINE C PALMIERI 1(0 NOTARY PUBLIC-STATE OF ILLINOIS .01/ MY CONIMIS)SION EXPIRES:01/30/18 CITY OF OSHKOSH Bv: Mark A. 2ohloff, City Manager (Witness) a. And: Z /Mitness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract 1x"A/1 \16Wy k1torney City Comptroller 7a I c� ca December 8, 2016 Mr.Jon G. Urben, CPPD, FMP E-mail: iurben@ci.oshkosh.wi.us Manager, General Services Division City of Oshkosh 215 Church Avenue Oshkosh,WI 54903 RE: City of Oshkosh Parking Ramp Repairs Carl Walker,Inc. (Carl Walker) Proposal#R1-16-215 Dear Mr. Urben: Carl Walker appreciates the opportunity to submit this proposal for professional engineering services to continue the repairs at the City Center parking garage in Oshkosh,Wisconsin. The scope of our services for repairs will include development of repair specifications and drawings, project bidding, as well as construction review and administration. It is our understanding that the scope of work would include the recommended repairs from the City Center Parking Garage Evaluation report dated October 18,2016.The repairs will address asphalt settlement and ponding,concrete cracking and settlement, and restraint cracking in the concrete wall below the speed ramp, as well as other minor waterproofing repairs and parking striping. The total estimated project cost for the combined Repair and Long- Term Preventive items is approximately$53,000. Project Approach The following is a breakdown of the Carl Walker,Inc. services that will be provided as part of the work: • Review the scope with City Representatives to identify construction limits, site constraints, or other limitations that may affect the work. • Review existing documentation regarding the parking structure including original design documents, and other pertinent information, as available. • Prepare limited plans and details for the proposed work scope as necessary to obtain contractor. The plan and detail drawings will be provided on 11x17 sheets as Structural Sketches. • Provide technical specifications to complete the work. These specifications will include recommended materials, preparation requirements, and installation requirements. • Review appropriate construction controls including phasing,work hours,security, etc. • Assist in bidding the work to qualified contractors. • Attend and chair prebid meeting with contractors. • Review contractor submittals, procedural submittals, etc. • Review contractors pay requests and assist in documentation of construction quantities where unit pricing is used. 1920 S Highland Ave,Suite 210, Lombard,IL 60148 1 630.307.3800 1 carlwalkencom ry City of Oshkosh AI-M2-- City Center Parking Garage Repairs Proposal#R1-16-215 I December 8,2016 • Schedule, attend, chair, and document a pre-construction conference. • Visit the construction site at intervals appropriate to the stage of construction to monitor the progress and verify that, in general, the work complies with the intent of the plans and specifications. For each site visit a report will be prepared and submitted. For the proposed scope,2-3 site visits are anticipated during construction. • Make final inspections (punchlist)with the City and the appropriate contractor(s). ANTICIPATED PROJECT SCHEDULE Upon authorization to proceed,we will complete the documents within 3 to 4 weeks and submit to the preapproved contractors for bidding by the end of January 2017. The bidding process is anticipated to be approximately 3 to 4 weeks. CARL WALKER, INC. FEE Carl Walker proposes to provide the restoration engineering services for the fixed fee of$10,200 plus reimbursable expenses in accordance with the attached standard Terms & Conditions. Reimbursable expenses incurred during the course of the project will include customary expenses such as travel, reproduction, communications, and postage. We thank you for the opportunity to be of continued service as your restoration engineering consultant at the City Center parking garage. Trusting the above meets with your request, please sign and return a copy of this letter as your acknowledgement and our authorization to proceed. Sincerely, ACCEPTED: CARL WALKER, INC. CITY OF OSHKOSH Torrey L. Thompson Signature Managing Principal Enclosure Title Standard Terms and Conditions Date RESTORATION &(DRESERVATION Solutions Page 2 of 2 03/01/2016; Page 1 of 4 CARL WALKER, INC. TERMS AND CONDITIONS FOR PROJECTS INVOLVING CONSTRUCTION Performance: Carl Walker,Inc. and its employees will strive to exercise the degree of skill and care expected by customarily accepted good engineering practices and procedures. No other warranties, expressed or implied, are made with respect to Carl Walker's performance, unless agreed to in writing. Carl Walker is not a guarantor of the project to which its services are directed, and its responsibility is limited to work performed for the Client. Carl Walker is not responsible for acts or omissions of the Client, nor third parties not under its direct control. Access To Site: Unless otherwise stated, Carl Walker will have access to the project site for activities necessary for the performance of the services. Carl Walker will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Fees: Fees are accrued on an hourly basis, unless other arrangements are established. No increase in rate for overtime. No charges for travel time of professional staff outside of normal workday unless time is productive. Technicians may charge up to 2 hours on weekdays for travel outside of normal workday, or up to 4 hours per day for travel on weekends.The total fee,if stated,shall be understood to be an estimate, and shall not be exceeded by more than ten percent without written approval of the Client. Where the fee arrangement is to be on an hourly basis, the rates shall be those that prevail at the time services are rendered. Expenses: Subsistence and out-of-pocket expense incurred for travel, lodging, and meals; reproduction and shipping, etc. Cost + 15% Company or personal auto and/or van-.62/mi Telephone expenses shall be billed at 1/2%of labor fees Equipment Usage: Approximately equal to 1% of the replacement cost per day, subject to adjustment for minimum or extended usage. Outside Consulting, Testing, or Subcontracted Services: Cost plus 10% if Consultant has at least $500,000 Professional/General Liability Insurance, otherwise 20%. Consultants' transportation, subsistence, and out-of- pocket expenses plus 15%. Billings/Payments: Invoices for Carl Walker's services shall be submitted, at Carl Walker's option, either upon completion of such services or on a monthly basis. Invoices shall be due and payable by the last day of the month following the month when the invoice was mailed. If the invoice is not paid when due, Carl Walker may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Retainers shall be credited on the final invoice. Late Payments: Accounts unpaid by the last day of the month following the month when the invoice was mailed will be subject to a monthly service charge of 1%on the then unpaid balance (12%true annual rate). In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorney's fees. Storage: Material samples not consumed in our work may be discarded 30 days after submission of the test report unless the Client requests other disposition. Charges may be made, after notification, for extended storage of materials,records, or equipment. Safety: Field work will be performed only under safe conditions. Charges may be made for safety or security measures required by hazardous job conditions. i Insurance: The primary coverages provided by Carl Walker are $1,000,000 for general liability, $500,000 for automobile liability, $500,000 for workers' compensation, and $1,000,000 for professional liability. Umbrella coverage of$1,000,000 applies to general and automobile liability only. Coverage is subject to annual renewal. Indemnification: The Client shall indemnify and hold harmless Carl Walker and all of its personnel from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of the services, provided that any such claim, damage, loss, or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the Client, anyone directly or indirectly employed by the Client (except Carl Walker), or anyone for whose acts any of them may be liable. E a i i I 03/01/2016; Page 2 of 4 CARL WALKER, INC. TERMS AND CONDITIONS FOR PROJECTS INVOLVING CONSTRUCTION Consequential Damages: Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor Carl Walker, their respective officers, directors, partners, employees, contractors or sub-consultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to,loss of use,loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and Carl Walker shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. Hazardous Materials: Carl Walker shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the project site, including but not limited to asbestos,asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. Risk Allocation: In recognition of the relative risks, rewards, and benefits of the project to both the Client and the Firm, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, Carl Walker's total liability to the Client for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this agreement from any cause or causes, shall not exceed Carl Walker's fee or$50,000, whichever is greater. Such causes include, but are not limited to, Carl Walker's negligence, errors, omissions, strict liability, or breach of contract or breach of warranty. Termination of Services: This agreement may be terminated by the Client or Carl Walker should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay Carl Walker for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. Ownership of Instruments of Service: All reports, drawings, specifications, CADD files, field data, notes and other documents and instruments prepared by Carl Walker as instruments of service shall remain the property of Carl Walker. The Client understands that changes or modifications to the documents made by anyone other than Carl Walker may result in adverse consequences which Carl Walker can neither predict nor control. Therefore, the Client agrees, to the fullest extent permitted by law, to hold harmless and indemnify Carl Walker from and against all claims, liabilities, losses, damages, and costs, including, but not limited to, attorney fees arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by the Client or others of the documents provided by Carl Walker under the agreement. Applicable Laws: Unless otherwise specified, this agreement shall be governed by the laws of the state in which the Carl Walker office is located. Mediation: In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the Client and Carl Walker agree that all disputes between them arising out of or relating to this agreement or the breach thereof will be submitted to non-binding mediation in accordance with Mediation Rules agreed upon by the parties. In the event that the claim or dispute is not successfully resolved by mediation, it shall be submitted to binding arbitration under the Construction Industry Rules of the American Arbitration Association. The request for arbitration may be filed by either party no sooner than 60 days from the date of the claim and the Arbitrators) must be agreed upon by both parties. Construction Administration: Carl Walker's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Client of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. Carl Walker shall provide administration of the Contract for Construction as set forth below and in the General Conditions of the Contract for Construction. Construction Observation: Carl Walker, as a representative of the Client, shall visit the site at intervals appropriate to the stage of the Contractor's operations, (1) to become generally familiar with and to keep the Client informed about the progress and quality of the portion of the work completed, (2) to endeavor to guard the Client against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, Carl Walker shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. 03/01/2016; Page 3 of 4 CARL WALKER, INC. TERMS AND CONDITIONS FOR PROJECTS INVOLVING CONSTRUCTION General Contractor's Responsibilities for Construction and Jobsite Safety: Neither the professional activities of Carl Walker, nor the presence of Carl Walker or its employees and sub-consultants at a construction/project site, shall impose any duty on Carl Walker, nor relieve the General Contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies. Carl Walker and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures.The Client agrees that the General Contractor shall be solely responsible for jobsite and worker safety and agrees that this intent shall be carried out in the Client's contract with the General Contractor. The Client also agrees that the General Contractor shall defend and indemnify the Client, Carl Walker and Carl Walker's sub-consultants. The Client also agrees that the Client, Carl Walker and the Carl Walker's sub-consultants shall be made additional insureds under the General Contractors policies of general liability insurance. Deviations from Contract Documents: Carl Walker shall report to the Client known deviations from the Contract Documents by the Contractor. However, Carl Walker shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract documents. Carl Walker shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees,or of any other persons or entities performing portions of the Work. Certificates for Payment: Carl Walker shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. Such certification for payment shall constitute a representation to the Client, based on Carl Walker's evaluation of the Work and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of Carl Walker's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by Carl Walker. The issuance of a Certificate of Payment shall not be a representation that Carl Walker has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Client to substantiate the Contractor's right to payment, or(4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Rejection of Work: Carl Walker shall have authority to reject Work that does not conform to the Contract Documents. Whenever Carl Walker considers it necessary or advisable, Carl Walker shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of Carl Walker nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of Carl Walker to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. Submittals: Carl Walker shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings. Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract documents. Carl Walker's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Client, Contractor or separate contractors, while allowing sufficient time in Carl Walker's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. Carl Walker's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by Carl Walker, of any construction means, methods, techniques, sequences or procedures. Carl Walker's approval of a specific item shall not indicate i approval of an assembly of which the item is a component. I j i 03/01/2016; Page 4 of 4 CARL WALKER, INC. TERMS AND CONDITIONS FOR PROJECTS INVOLVING CONSTRUCTION Contractor's Design Professionals: If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, Carl Walker shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to Carl Walker. Carl Walker shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to Carl Walker. Carl Walker shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. Change Orders: Carl Walker shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by Carl Walker for the Client's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. Submittals and Final Completion: Carl Walker shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the Client, for the Client's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. Interpretations and Decisions: Interpretations and decisions of Carl Walker shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, Carl Walker shall endeavor to secure faithful performance by both Client and Contractor,shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith, i r I d i A I LA a or-i d m d N 't m o m ui ct ^ O O c 0 M 2 Ln Ln , N rH a N m .c us W � a ul C L! <N-i e-i c-i `-i ct H N N M N G0 V} .N d O bbD ra C 00 c� M G Lnd' N 00 r-I i-1 IzT N N cf' N 00 N N u y} -j n .O L a I� a m F N N aL i L m Q� Dr. _x 0 W O N = E L C,C C bl 32: 4- C 0 O O G C y O .Y a oV) .Z0 v c bp bbD C @ > L u v " O �`�' c c v -fl Q v O o E c o"i o `^ c c c Q) c a a _ in D 0 o C U c v m w `_ U E v u N C O O. V C O � 1� v v� .2- 0 N an o N ca a� o v o c " L O c � u V o u V) p v p .v +o'+ a d a U n=. = p w uj > " u N m -0 c v c 3 3 v W u u '- L.L HU Fco- V Y v1 a s ii m ^ o s m (J D n a` ii a` d Oiw O I i ! j I � f 4/14/14 CITY OF OSHKOSH INSURANCE REQUIREMENTS III. PROFESSIONAL SERVICES LIABILITY INSURANCE REQUIREMENTS The Contractor shall not commence work on contract until proof of insurance required has been provided to the applicable City department before the contract or purchase order is considered for approval by the City. It is hereby agreed and understood that the insurance required by the City of Oshkosh is prima coverage and that any insurance or self insurance maintained by the City of Oshkosh, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the contract or listed below whichever is longer. 1. PROFESSIONAL LIABILITY A. Limits (1) $1,000,000 each claim (2) $1,000,000 annual aggregate B. Must continue coverage for 2 years after final acceptance for service/job 2. GENERAL LIABILITY COVERAGE A. Commercial General Liability (1) $1,000,000 each occurrence limit (2) $1,000,000 personal liability and advertising injury (3) $2,000,000 general aggregate (4) $2,000,000 products—completed operations aggregate B. Claims made form of coverage is not acceptable. C. Insurance must include: (1) Premises and Operations Liability (2) Contractual Liability (3) Personal Injury (4) Explosion, collapse and underground coverage (5) Products/Completed Operations must be carried for 2 years after acceptance of completed work (6) The general aggregate must apply separately to this oroiect/location 3. BUSINESS AUTOMOBILE COVERAGE— If this exposure shall exist: A. $1,000,000 combined single limit for Bodily Injury and Property Damage each accident B. Must cover liability for Symbol #1 - "Any Auto"—including Owned, Non-Owned and Hired Automobile Liability. tl I i r i I i i 4/14/14 4. WORKERS COMPENSATION AND EMPLOYERS LIABILITY— "If" required by Wisconsin State Statute or any Workers Compensation Statutes of a different state. A. Must carry coverage for Statutory Workers Compensation and an Employers Liability limit of: (1) $100,000 Each Accident (2) $500,000 Disease Policy Limit (3) $100,000 Disease—Each Employee 5. UMBRELLA LIABILITY - If exposure exists, provide coverage at least as broad as the underlying Commercial General Liability, Watercraft Liability (if required), Automobile Liability and Employers Liability, with a minimum limit of$2,000,000 each occurrence and $2,000,000 aggregate, and a maximum self-insured retention of$10,000. 6. ADDITIONAL PROVISIONS A. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VI, and who are authorized as an admitted insurance company in the state of Wisconsin. B. Additional Insured Requirements — The following must be named as additional insureds on all Liability Policies for liability arising out of project work - City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers. On the Commercial General Liability Policy, the additional insured coverage must be ISO form CG 20 10 07 04 or its equivalent and also include Products — Completed Operations ISO form CG 20 37 07 04 or its equivalent for a minimum of 2 years after acceptance of work. This does not apply to Professional Liability, Workers Compensation and Employers Liability. C. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days' prior written notice has been given to the City Clerk —City of Oshkosh. i I i I i III - 2 i I I I i CERTIFICATE OF LIABILITY INSURANCE DATE(MM/°D/YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Insurance Agency contact NAME: _ information,Including street PHONE Insurance Agent's FAX - — address and PO Box if AIC.No.Ex)_ contact Information.. !(A1C.No): applicable. E-MAIL ADDRESS: INSURERS)AFFORDING COVERAGE _ NAIC# INSURER A: ABC Insurance Company NAIC# INSURED Insured's contact information, INSURERXYZ InCan NAIC# B: Insurance Om including name,address and �y phone number. INSURER c: LMN Insurance Company NAIC# INSURER D: Insurer(.)must have a minimum A.M.Best rating ofA- and a Financial Performance Rating of VI or better. INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE AMY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. (NSR POLICY EFF F POLICY EXP 1 LTR I TYPE OF INSURANCE IADDLSR SWVD I POLICY NUMBER MMIDDNYY MM/DN Y LIMITS GENERAL LIABILITY !EACH OCCURRENCE $1,000,000___ ®COMMERCIAL GENERAL LIABILITY ® 0 General Liability Policy Number Policy effective and expiation date. DAMAGE TO RENTED PREMISES(Ea occurrence) $50,000 A ❑CLAIMS-MADE O OCCUR 1 MED EXP(Anyone person) $5,000 �I®III ISO FORM CG 20 37 OR EQUIVALENT (PERSONAL&ADV INJURY $1,000,000 J_ GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: iTS—COMP/OPAGG $2,000,000 QPOLICY I0JEC°TFLOC — $ — AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT IIS�II fia accident) $1,00.0,000 InIIALL ANY AUTO ® i Auto L abi by Policy Number Policy effective and expration date. BODILY INJURY(Per person) $ SCHED B I01AUTOSNED ❑I AUTOSULED I BODILY INJURY(Per accident) $ HIRED AUTO NON-OWNED !PROPERTYDAMAGE (Per accident) �$ �I I $ ®IUMBRELLALIAB ®(OCCUR ® EACH OCCURRENCE $2,000,000 CLAIMS-MADE (— A 0iEXCESS LIAB �' Umbrella liability Policy Number Policy effective and expiration date. jA REGATE $2,000,000 �iDED I®RETENTION$10,000 ( I I $ C WORKERS COMPENSATIONEJ ❑ I® WC STATU- � OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFlCEory in ER NH) N EXCLUDED? Y/N (Mandatory in NHIvorkers Compensation Policy Policy effective and expiation date.1 E.L.EACH ACCIDENT $100,000 Number If yes,describe under IE.L.DISEASE—EA EMPLOYEE $100,000 _ DESCRIPTION OF OPERATIONS below E.L.DISEASE—POLICY LIMIT $500,000 A PROFESSIONAL LIABILITY I $1,000,000 EACH CLAIM Professional Liability PolicyPolicy effective and expiration date. 1$1,000,000 ANNUAL AGGREGATE Nnmher DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Additional Insureds per attached endorsements. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days'prior written notice has been given to the City Clerk—City of Oshkosh. i CERTIFICATE HOLDER CANCELLATION City of Oshkosh,Attn:City Clerk Insurance Standard Ill SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE POBox 1130 venue SAMPLE CERTIFICATE THE ACCORDANCE E WITH THE POTION DATE, LICYFPROVISIONS.L BE DELIVERED IN f Oshkosh,WI 54903-1130 Please indicate somewhere on this certificate,the contract or project# AUTHORIZED REPRESENTATIVE this certificate is for. j ©1988-2010 ACORD CORPORATION. All rights reserved. i ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD w i POLICY NUMBER: COMMERCIAL GENERAL LIABILITY I CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations : Location(s) Of Covered Operations As required by contract Any and all job sites Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" This insurance does not apply to "bodily injury" or caused, in whole or in part, by: "property damage"occurring after: 1. Your acts or omissions; or 1. All work, including materials, parts or equip- 2. The acts or omissions of those acting on your ment furnished in connection with such work, behalf; on the project(other than service, maintenance or repairs) to be performed by or on behalf of In the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) design- covered operations has been completed; or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Insurance Standard III SAMPLE CERTIFICATE Please indicate somewhere on this certificate,the contract or project# this certificate is for. CG 20 10 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑ j f i r POLICY NUMBER: L —P 11-Y# COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons) Or Organizations : Location And Description Of Completed Operations As required by contract Any and all job sites Information re uired to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury', "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". Insurance Standard 111 SAMPLE CERTIFICATE Please indicate somewhere on this certificate,the contract or project# this certificate is for. i CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑ i