HomeMy WebLinkAboutRETTLER CORP. & Oshkosh Oshkosh
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made on the 14TH day of FEBRUARY 2017 by and between the CITY of
OSHKOSH, hereinafter referred to as CITY, and RETTLER CORPORATION, 3317 BUSINESS PARK
DRIVE, STEVENS PT,WI 54482,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 January 30,2017, 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:
(RAY MAURER,CITY OF OSHKOSH PARKS DIRECTOR)
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
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RECORDS AND INSTRUMENTS OF SERVICE
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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
November 30,2017,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
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
Contractor shall not have the right to assign this Agreement without the written prior consent of the
City.
INDEPENDENT CONTRACTOR
CONSULTANT is an independent contractor and is not an employee of the CITY.
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COOPERATION IN LITIGATION AND AUDITS
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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.
I PAYMENT
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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.
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.
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
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
The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement.
Winnebago County shall be the venue for all disputes arising under this Agreement.
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.
In the Presence of: CONTRACTOR
Name
By:
(Seal of Contractor (Specify Title)
if a Corporation.)
CITY OF OSHKOSH
By:
Mark A.'Rohloff, City Manager
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And: A-4 1
(V\�ins) 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
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4yy Attorm4neyl\�i�Sl
City Comptroller
SCOPE OF WORK
The City of Oshkosh is a vibrant community with extensive park and recreational facilities. The
City is committed to expanding and improving open space access and recreational opportunities
to its citizens. The proposed project recognizes the need to plan for existing parkland updates and
improvements, update the Comprehensive Recreation Plan completed in 2011 and determining
park and open space facility needs and funding their development. r
PROJECT APPROACH
Rettler Corporation proposes that the integrated City — Consultant Team implement the park
planning project based on the following project approach:
Task 1 Project Planning
A. Kick-off Meeting
Conduct a preliminary project meeting with all team members to define the
final project scope and identify the split of duties between the City Staff and
Consultant Staff.
B. Prepare a detailed project plan; identify tasks, responsibilities, deliverables,
budget and trail mapping per the Fox River Corridor River Walk Plan. The
project plan will be based on the proposed project approach.
I C. Establish a project timeline; identify start and completion dates of all major
Iproject phases. Utilize schedule identified in Request for Proposal.
Task 2 Update the Comprehensive Outdoor Recreation Plait
A. Review existing planning documents including:
1. The existing Comprehensive Outdoor Recreation Plan 2011, ECWRPC
reports, City Pedestrian and Bicycle Circulation Plan, Winnebago County
Park and Open Space Plan, the State of Wisconsin CORP, etc.
2. Existing park facilities plans including existing and proposed
development plans.
3. Existing maintenance program cost including trails and other public sites.
4. Other Winnebago County Comprehensive Plans.
B. Review base mapping of the City Park and Open Space assets and identify the
location and review the functional classification of all existing City Parks.
1. Review existing CORP with city staff.
2. Add mapping for boatworks site,mapping only, no planning required.
C. Review and update general area/issues per WDNR and NPRA plan guidelines.
1. Community profile, demographics,physical characteristics, etc.
2. Goals and objectives.
3. Park type criteria.
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SCOPE OF WORK
4. Park land requirements.
5. Facility evaluation and existing park inventory.
6. Develop park classification and service area map.
7. American Disabilities Act(facilities meet requirements).
8. Consistency with local, regional and state plans.
9. Review regional and/or Oshkosh area needs.
Provide public input meetings to gather needs and wants of community.
Listening sessions may be scheduled with other City, School District
and/or community events scheduled in Oshkosh.
D. Conduct a needs assessment, analyzing current park land acreage and park
land access to assess the communities Level of Service (LOS) for current and
future park lands. Review needs of various user groups and/or special interest
groups.
1. Review growth area and needs.
a. Review Oshkosh Convention and Visitors Bureau study for user group
information.
b. Conduct new citizen survey.
2. Review and update capital improvement projects to meet growth and/or
project demand.
a. Review and utilize work currently completed by Park and Recreation
Staff.
3. Review and update park/recreational property maps and site plans.
a. Incorporate improvements for facilities with major proposed
improvements.
tb. Provide digital graphic for color renderings and reproduction.
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E. Include review and incorporation of identified issues and items into the
updated plan.
1. Review trail corridors and incorporate recently completed Fox River
Corridor River Walk Plan and Bike and Pedestrian Plan.
a. Include as an appendix to the CORP to document trail distances and
future development plans.
2. Review sharing of facilities (existing and proposed).
a. School District lands.
b. University of Wisconsin lands.
c. Winnebago County Park and other County facilities.
d. Regional facilities.
F. Review the acquired information and data, and preliminary conceptual plans
with City Staff, and selected user groups if appropriate.
Cr. Develop Facility Cost Development and Capital Improvement Plan.
1. Develop estimates of probable construction costs for each element of the
conceptual development plan (by park) prepared as part of the City of
Oshkosh Comprehensive Outdoor Recreation Plan Update.
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SCOPE OF WORK
a. Utilize previously completed information from City Staff.
b. Utilize information from previous bid projects.
c. Review "ongoing"maintenance costs.
2. Submit the estimated costs to the Project Team for review.
3. Modify the facility cost estimate based on Project Team input.
4. Finalize the facility cost estimate and provide in spreadsheet format to the
Owner.
H. Identify funding opportunities, both public and private, to assist with future
parkland development and acquisition.
I. Prepare a preliminary draft of the City of Oshkosh Comprehensive Outdoor
Recreation Plan based on the needs assessment, conceptual plans and public
input.
J. Review the preliminary draft with the Project Team, Advisory Park Board,
Plan Commission and City Council.
K. Finalize the Comprehensive Outdoor Recreation Plan.
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Task 3 Attendance at Meetings and Miscellaneous Items
A. Meet periodically, throughout the planning process, to meet with City Staff
and project team members to review findings, plan components, and update
schedule.
i 1. Initial project start up meeting to identify needs, finalize project schedule,
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gather information/data, etc.
2. Conduct bi-weekly progress updates (written, telephone, or in-person) to
City staff during start up and active phases with a minimum of one
r progress meeting per month.
3. Coordinate data collection from DNR, ECWRPC, Winnebago County,
adjacent municipalities, City staff, School District staff, etc. as required.
B. Assist in Public meetings for planning process; including need gathering
j sessions,review of draft plan document, and final document.
C. Prepare presentation to Advisory Park Board, Plan Commission and City
Council to present Comprehensive Outdoor Recreation Plan for approval.
D. Attend meetings as outlined in this proposal. Additional meetings will be on a
time and material basis.
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E. Provide electronic copy in both word and PDF, including mapping for review.
z 15 black and white and 25 color bound hard copy reports will be included.
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SCOPE OF WORK
F. Provide large scale plan renderings for public presentations, need gathering
sessions, etc. on an as needed basis.
G. Provide updates to reports based on preliminary draft review and input.
H. Provide electronic copy (CD) in both Word and PDF format, including
mapping of the final report.
I. Present the final report to Advisory Park Board and the Common Council,
Task 4 Project Team
The planning and execution of these tasks will require the efforts of an integrated
team of City Staff and Consultant specialists as follows:
City of Oshkosh, Identified City Staff Member
Ray Maurer, Parks Director
KEY RESPONSIBILITIES:
• Primary interface with Consultant staff.
• Key contact for providing direction on project scope, schedule and budget from City
perspective.
• Provide historical perspective on current park planning and development process.
• Coordinate staff and public meetings with Consultant throughout project process.
• Provide critical evaluation of Comprehensive Park and Outdoor Recreation Plan.
Consultant Project Manager/Senior Landscape Architect
John Kneer, PLA,ASLA, Rettler Corporation
KEY RESPONSIBILITIES:
• Coordinate all Owner-Consultant interactions.
• Develop proposed project scope and Professional Services Agreement.
• Develop master project schedule.
• Provide guidance and direction for the day to day implementation of project tasks.
• Attend public meetings to assist in discussions and input.
• Serve as principal author of the updated Comprehensive Park and Outdoor Recreation
Plan.
• Serve as lead consultant for conceptual park planning projects.
• Present final report and recommendations.
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SCOPE OF WORK
Landscape Architect
Rebecca Ramirez, PLA,ASLA, Rettler Corporatiofi
KEY RESPONSIBILITIES:
• Assist in Owner-Consultant interactions.
• Research and report all existing plans and technical data.
• Assist in authoring of the updated Comprehensive Park and Outdoor Recreation Plan.
• Develop specific park planning maps for each park and open space.
• Develop conceptual plans for park planning projects.
• Assist in developing cost estimates for all parkland improvements.
• Assist in public meetings, client contact and communication.
Consultant Civil Engifaeer
Howard"Buck"Barker, P.E., Rettler Corporation
KEY RESPONSIBILITIES:
• Assist in developing cost estimates for parkland infrastructure.
• Assist in environmental area review and impacts.
• Assist in all stormwater management issues and recommendations for improvements.
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COST OF SERVICES
FEE SCBEDULE
A. Schedule of Not to Exceed Payment
Comprehensive Outdoor Recreation Plan Update.............................$12,800.00
CONTRACT AGREEMENT
A. This contract shall remain firm for a period of ninety (90) days after the contract
date below as signed by Rettler Corporation. The proposal may be withdrawn
after this time.
Rettler Corporation
1-30-17
John V. Kneer, PLA, ASLA Date
City of Oshkosh
Authorized Signature Date
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