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HomeMy WebLinkAboutWGI Repairs City Center Garage ORIGINAL of 13SI Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT,made on the 21st day of FEBRUARY,2019 by and between the CITY of OSHKOSH, hereinafter referred to as CITY, and WGI, 1920 SOUTH 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 FEBRUARY 15,2019, 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. Regarding WANTMAN GROUP, INC. AGREEMENT PROVISIONS, any terms stricken from that component part by the City, are understood as deleted from the parties' Agreement regardless of whether they are actually removed or if they remain but identified as stricken or crossed out. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: (JON 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 City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 http://www.ci.oshkosh.wi.us cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. 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 CONSULTANT 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 September 1, 2019, unless terminated earlier by one of the parties as provided below, except that CITY may extend this Agreement,upon written notice to CONSULTANT. 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 CONSULTANT shall not have the right to assign this Agreement without the written prior consent of the City. INDEPENDENT CONSULTANT CONSULTANT is an independent CONSULTANT and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS CONSULTANT shall fully and completely cooperate with the City, the City's insurer, the City's attorneys,the City's Auditors or other representative of the City(collectively, the "City"for purposes of this Article) 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 CONSULTANT is a named party and CONSULTANT 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 CONSULTANT's employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with arty 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 CONSULTANT for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole discretion,such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries,benefits and other employee compensation. CONSULTANT shall not be entitled to additional compensation for employee services provided under this paragraph. 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 of $6,000.00 in the Cost Proposal of the Consultant's Professional Services Proposal dated February 15, 2019. 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 SUBCONSULTANTs 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 CONSULTANT 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 SUBCONSULTANTs 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. WG• February 15, 2019 Mr. Jon G. Urben, CPPO, FMP E-mail:jurben@ci.oshkosh.wi.us Manager, General Services Division City of Oshkosh 215 Church Avenue Oshkosh, WI 54903 RE: City Center Ramp—Oshkosh Parking Ramp Repair WGI Proposal R1-19-026 Dear Mr. Urben: Wantman Group, Inc. (WGI) is pleased to submit this proposal and letter agreement to provide professional engineering services to assist with the coordination and implementation of repairs at the City Center parking garage in Oshkosh,Wisconsin. PROJECT UNDERSTANDING It is our understanding that the City of Oshkosh would like WGI to prepare repair documents and assist with the bidding and construction administration phases for the 2019 parking ramp repairs. The project documents will also incorporate the curb and sidewalk repairs deferred from 2018 and will be included at no additional cost to the City of Oshkosh. PROJECT APPROACH The following is a breakdown of the WGI 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. • 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. • Coordinate a prebid meeting with contractors and attend in person or via conference call. • Review contractor submittals, procedural submittals, etc. • Review contractors pay requests and assist in documentation of construction quantities where unit pricing is used. • 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, 1-2 site visits are anticipated during construction. 1920 South Highland Avenue, Suite 210, Lombard, IL 60148 t:630.307.3800 www.WGlnc.com Page 2 of 6 PROJECT FEES WGI proposes to perform the scope of services described above on an hourly basis with a not-to-exceed fee of $6,000. Reimbursable expenses for travel will be billed at cost. Employee Classification Hourly Rate Division Manager $230/hour Manager— Restoration $185/hour Project Engineer $150/hour Designer $100/hour 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 BY: Wantman Group, Inc. City of Oshkosh ( . Signature Torrey L. Thompson Division Manager- Restoration Printed Name Encl: Standard Terms and Conditions Title Date Z:RST MARKETING\RST PROPOSALS12019 Proposals\R1-Parking Structures\RI-19-026 Oshkosh-City Center(TLT)\R1-19-026 City Center Repair Proposal.docx Page 3 of 6 WANTMAN GROUP, INC. AGREEMENT PROVISIONS 1. Performance:Wantman Group,Inc.'s("WGI")services pursuant to this Agreement("Services")will be performed in a manner consistent with that degree of skill and care ordinarily exercised by members of the same profession currently practicing under similar circumstances in the same geographic area. No other warranties,expressed or implied,are made with respect to WGI's performance of Services. WGI is not a guarantor of the Project for which its Services are directed, and its responsibility is limited to work performed for the Client. WGI is not responsible for acts or omissions of the Client, nor third parties not under its direct control. Client's acceptance of WGI's Services constitutes acceptance of these Terms and Conditions. 2. Billing/Payments: Invoices for WGI's Services and reimbursable expenses shall be submitted on a monthly basis. Payment shall be due on the date each invoice is received and shall be deemed delinquent 30 calendar days after issuance. Delinquent invoices shall accrue interest on the balance due at a rate of 18%per annum, or the highest interest rate allowable by law. Outstanding invoices delinquent beyond 45 calendar days may at WGI's election be deemed a notice to stop performance under this contract, and WGI may in that event suspend its Services until the invoice is paid,with no liability to WGI. Client shall make payment in full at or before delivery to Client of any reports, plans, record drawing, or certifications prepared under this Agreement. All attorneys'fees, court costs and/or expenses associated with collection of past due invoices wilt be paid by Client, whether or not suit is filed. Client's failure to timely pay any WGI invoice within 15 calendar days of issuance shall constitute a waiver of any and all claims against WGI. Retainers shall be credited on WGI's final invoice. 3. Fees:WGI's fees for its Services are set forth in WGI's Fee Schedule,which is attached as a separate exhibit to this Agreement or has otherwise been provided to Client. WGI's fees reflected in this Agreement exclude testing,permit fees,reproduction costs, and any service not reflected in this Agreement. All fees for Services are based on a one-time performance only. Additional Services and/or changes in service,whether field or office, shall be performed only after authorization by Client. Fees for changes and/or additional services are not included in this Agreement and shall be invoiced at the hourly rates quoted on WGI's current Fee Schedule. 4. Reimbursable Expenses: Direct costs including, without limitation, prints, copies, long distance phone calls, mileage, delivery service, etc., are not included in the above fees but shall be billed as Reimbursable Expenses at the rates set forth in WGI's Fee Schedule. 5. Cost Estimates:Client hereby acknowledges that WGI cannot warrant that estimates of probable construction or operating costs provided by WGI will not vary from actual costs incurred by Client. 6. Storage: Material samples not consumed in the performance of WGI's Services may be discarded 30 days after submission of the test report unless Client requests other disposition. After notification to Client,WGI may charge Client for extended storage of materials,records,or equipment. and subconsultants 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,except to the extent that any such claim,damage,loss, or expense is caused by the negligent act, omission,and/or strict liability of WGI. 8. Consequential Damages: Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither Client nor WGI, their respective officers, directors, partners, employees, contractors or subconsultants 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, WGI's Services, or 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 Page4of6 and breach of strict or implied warranty. Both Client and WGI 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. 9. Hazardous Materials: WGI 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. WGI's Services expressly exclude any Services for Client involving or related in any manner to hazardous substances,and Client shall defend,indemnify,and hold harmless WGI,its employees,officers,directors, professionals, and subconsultants from and against any and all claims, damages, losses,,and expenses (including reasonable attorneys fees) arising out of or in any way related to the presence, discharge, release, or to WGI's Services under this Agreement. 10. LIMITATION OF LIABILITY: To the fullest extent permitted by law, should WGI or any of its employees (professional or otherwise) be found to have been negligent in the performance of the Services, or to have made or breached any express or implied warranty, representation, or obligation under this Agreement, Client, all parties claiming through Client and all parties claiming to have in any way relied upon WGI's Services or the representations of the employees and agents of WGI agree that the maximum aggregate amount of the liability of WGI, its officers, employees and agents shall be limited to $50,980,80 the limits of insurance proceeds or the total amount of the fee actually paid to WGI for its Services performed with respect to the Project,whichever is greater. In the event Client is unwilling or unable to limit WGI's liability in accordance with the provisions set forth in this subsection, Client may,upon written request of Client received within five days of Client's acceptance hereof,increase the limit of WGl's liability to a maximum of$1,000,000.00 by agreeing to pay WCI a sum equivalent to an additional amount of 10%of the total fee,or$10,000.00,whichever is gr ater,to be charged for WGI's Services. In the event professional fees increase during the Project, Client agrees to pay an additional 10% of said increase for the aforementioned higher limits on professional liability. This charge is not to be construed as being a charge for insurance of any type but is increased consideration for the greater liability involved. In any event, attorney's fees expended by WCI in connection with any claim shall reduce the amount available and only one such amount will apply to any Project. If any of the above provisions of this paragraph is/are deemed invalid or unenforceable for any reason,WGI's liabii{ owl not exceed the policy limits of any insurance policy providing coverage for WGI's Services on the Project. The provisions of WGI's agents, representatives, consultants, officers, directors, and employees shall be considered third party beneficiaries for the purposes of this paragraph. The provisions of this paragraph shall ^ tie„of this Agreement 11. Termination of Services:Except in situations involving default for non-payment by Client to WGI,in the event of any default arising under this Agreement,the defaulting party shall be entitled to receive written notice specifying the default and the actions to be taken to cure the default. The party receiving the notice of default shall have 7 business days from the date of receipt of the notice to cure the specified default. In the event that the party fails to cure the specified default,the adverse party may declare a breach of this Agreement and terminate this Agreement upon serving a written notice of termination. In the event of such termination,Client shall pay WGI in full for all Services rendered up to the time of termination. 12. Events of Default:Client shall be in default under this Agreement if(i)it fails to pay in full any invoice from WGI on the due date or fails to make any other payment due to WGI under this Agreement,(ii)it fails to observe or perform any other term, condition or covenant under this Agreement, (iii) it breaches any warranty or representation made under this Agreement, (iv) it dissolves,terminates or liquidates its business,or its business fails or its legal existence is terminated or suspected, (v) it commences any voluntary or involuntary bankruptcy, reorganization,insolvency receivership,or other similar proceeding is commenced by or against Client,or(vi) it becomes insolvent, makes an assignment for the benefit of creditors,or coveys substantially all of its assets. Page 5 of 6 13. Suspension of Services: If the Project is suspended for more than thirty(30)calendar days in the aggregate,WGI shall be compensated for Services performed and charges incurred prior to such suspension and, upon resumption of services,WGI shall be entitled to an equitable adjustment in fees to accommodate the resulting demobilization and re-mobilization costs. In addition, WGI shall be entitled to an equitable adjustment in the Project schedule based on the delay caused by the suspension. If the Project is suspended for more than ninety(90) calendar days in the aggregate, WGI may, at its option, terminate this Agreement upon giving notice in writing to Client. 14. Ownership of Instruments of Service: All plans, data, reports, drawings, specifications, maps, surveys, ideas, scripts, sketches,designs,CADD files,field data,notes,and other documents and instruments prepared by WGI or its subconsultants, whether such work product is tangible or intangible("Instruments of Service") shall remain the sole and exclusive property of WGI until such time as Client makes full and final payment to WGI pursuant to the terms set forth in this Agreement,and until such time,Client shall not use,deliver,solicit,transmit,or otherwise employ the Instruments of Service,whether directly or indirectly,by any means or manner. Client understands that changes or modifications to the documents made by anyone other than WGI may result in adverse consequences which WGI can neither predict nor control.Therefore,Client agrees,to the fullest extent permitted by law, to defend, indemnify, and hold harmless WGI from and against all claims, liabilities, losses, damages, and costs (including r osonable attorney's fees) arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by Client or others of the documents provided by WGI under this Agreement. 15. Electronic Files:Any electronic files provided are non-certified recordings of printed documents prepared by WGI. These files are provided only for the convenience of Client,or other Receiving Party, and are intended solely for the exclusive use by that party for the purposes expressly authorized. In accordance with standard industry practice, only printed copies of documents conveyed by WGI may be relied upon. Under no circumstances shall these files be used for construction or staking. Any use of the information obtained or derived from these electronic files will be at Client's, or other Receiving Party's,sole risk. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator,Client,or other Receiving Party,agrees that it has 30 days to perform acceptance tests,after which it shall be deemed to have accepted the data thus transferred. 16. SUE Technical Standards: Quality Level A information obtained by direct exposure of the existing utilities can greatly increase the level of confidence with respect to the location of underground utilities at a particularjobsite. Utility exposure (Quality Level A) permits three-dimensional measurements to be taken on utilities for accurate location at each test hole. The overall level of confidence with respect to the location of site utilities can be raised by increasing the number of test holes examined;however,WGI provides no guarantee of the location of utilities on the site other than at the locations where test holes have been established. Quality Level B services include the horizontal, above ground detection, marking and mapping of underground utilities. Geophysical prospecting methods are used to indicate the presence and surface position of buried utilities. Utilities are identified and marked in the field in order to be surveyed and mapped. Quality Level B information should not be used for construction purposes,or where exact horizontal and vertical measurements are required. The accuracy of Quality Level B designating information and depth of cover readings obtained by utilizing Geophysical and Ground Penetrating Radar equipment and techniques are subject to field and soil conditions beyond WGI's control. WGI will make reasonable efforts to provide comprehensive and correct positional utility marks to the limits obtainable by the instrumentation used and the existing ground conditions; however,WGI provides no guarantee that all existing utilities on a particular site will be properly located using these methods. Utilizing WGI's SUE services does not relieve any party from its obligation to contact the utility damage prevention system before digging begins. Utility marks placed on the ground by WGI are not to be used for construction purposes. Page 6 of 6 17. Successors and Assigns: Neither WGI nor the Client shall not assign,sublet, or transfer any rights under or interest in this Agreement without the prior written consent of the other party W61. Except where specifically stated otherwise in this Agreement,nothing herein shall be construed to give any rights or benefits hereunder to anyone other than Client or WGI. 18. Third Parties: Except as expressly provided herein, nothing in this Agreement shall confer any right, remedy or claim upon any person or entity not a signatory to this Agreement. 19. Corporate Protection:WGI's performance of Services under this Agreement shall not subject WGI's individual employees, officers or directors to any personal legal exposure for the risks associated with this Project. Therefore,and notwithstanding anything to the contrary contained herein, Client agrees that as Client's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against WGI,and not against any of WGI's employees, shareholders, officers, or directors. 20. Severability and Survival: If any term of this Agreement is to any extent held to be invalid or unenforceable, then such term shall be excluded to the extent of such invalidity or unenforceability, and all other terms hereof shall remain in full force and effect. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between Client and WGI shall survive the completion of WGI's Services hereunder and the termination of this Agreement. 21. Merger and Amendment:This Agreement constitutes the entire agreement between WGI and Client, and all negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both WGI and Client. 22. Applicable Law and Venue: Unless otherwise specified, this Agreement shall be governed by the laws of Wisconsin the state in which the WGI office performing the services for the subject project is located. Venue for all disputes between the Parties arising from or relating to this Agreement shall lie exclusively in a court of competent jurisdiction in Winnebago County,Wisconsin the county in which the WCI office performing the services for the subject project is located. 23. Mediation:All disputes between the Parties arising out of or relating to this Agreement shall be submitted to non-binding mediation as a condition precedent to litigation, unless the Parties mutually agree otherwise in writing,and unless filing of litigation is reasonably necessary for statute of limitations reasons. In the Presence of: CONSULTANT • Name of Company/Firm rl 1J)04."4v llruvP, the , AIM- gyp.- Bye`t L, 1 J , �;V10.4t c ( KID 0 2�s'h,�.r1,o••. 3 •f3aa}ofiCOI SUKA F•••••• (Specify Title) OFF SIAL if a Corpmt ° tb ; Nolan Puhlic.State of Illinois . ; My Commission Expires 06/27/2021 : CITY OF OSHKOSH ♦••.••.•......r.•.••.••••••••♦ By: ./ i-716 Mark A.Rohloff, City Manager fitness) C._ And: 1 Witness) Pamela R.Ubrig, Ci Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract orney ArAL-yr,-,City Comptroller