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COMMITTEE OF THE WHOLE Packet - 3/25/2014 CITY OF MUSKEGO COMMITTEE OF THE WHOLE AGENDA March 25, 2014 6:30 PM City Hall, W182 S8200 Racine Avenue CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL STATEMENT OF PUBLICE NOTICE APPROVAL OF AGENDA APPROVAL OF MINUTES - February 11, 2014 NEW BUSINESS 1. Discuss Park Arthur West Project 2. Discuss Horn Park Building 3. Long-Term Capital Improvement Plan COMMUNICATIONS AND MISCELLANEOUS BUSINESS AS AUTHORIZED BY LAW ADJOURNMENT Possible reconvening of the Committee of the Whole immediately following Common Council Meeting of the same date to continue work on agenda items NOTICE IT IS POSSIBLE THAT MEMBERS OF AND POSSIBLY A QUORUM OF MEMBERS OF OTHER GOVERNMENTAL BODIES OF THE MUNICIPALITY MAY BE IN ATTENDANCE AT THE ABOVE-STATED MEETING TO GATHER INFORMATION; NO ACTION WILL BE TAKEN BY ANY GOVERNMENTAL BODY AT THE ABOVE-STATED MEETING OTHER THAN THE GOVERNMENTAL BODY SPECIFICALLY REFERRED TO ABOVE IN THIS NOTICE. ALSO, UPON REASONABLE NOTICE, EFFORTS WILL BE MADE TO ACCOMMODATE THE NEEDS OF DISABLED INDIVIDUALS THROUGH APPROPRIATE AIDS AND SERVICES. FOR ADDITIONAL INFORMATION OR TO REQUEST THIS SERVICE, MUSKEGO CITY HALL, (262) 679-4100. Unapproved CITY OF MUSKEGO COMMITTEE OF THE WHOLE MINUTES February 11, 2014 6:35 PM City Hall, W182 S8200 Racine Avenue CALL TO ORDER Mayor Chiaverotti called the meeting to order at 6:45 pm. PLEDGE OF ALLEGIANCE ROLL CALL Present: Mayor Chiaverotti, Aldermen Wolfe, Hammel, Borgman, Soltysiak, Kubacki, Madden and Finance & Administration Director Mueller. STATEMENT OF PUBLICE NOTICE Director Mueller stated that the meeting was noticed in accordance with the Open Meeting Law. APPROVAL OF AGENDA APPROVAL OF MINUTES - January 28, 2014 Alderman Soltysiak made a motion to approve the minutes of January 28, 2014, Alderman Hammel seconded. Motion Passed 6 in favor. NEW BUSINESS Long Term Capital Improvement Plan Mayor Chiaverotti briefly recapped the capital budget process and noted the projected Landfill Fund balance through 2015. The capital requests through 2015 show that the landfill would not be able to cover all of them and resulted in a deficit of $1.8M. Adding this discussion might be a bit premature. Some discussion pursued regarding whether there would be support for some of the capital projects on the list. Mayor reminded this is not a budget meeting and the Council that will be in place during the budget process will make that determination. Discussion as to whether saving funds for parks maintenance would be appropriate. Mayor reminded that landfill funds cannot be used for maintenance per the agreement. Alderman Borgman wondered if the contract could be re-opened and negotiated. Alderman Madden warned about opening the contract. Mayor noted this would be problematic in that the City could lose the significant funding that is part of the agreement and if this is a desired conversation the City attorney will need to be present. Alderman Madden pointed out that the landfill is looking at another expansion and there could be expansion well into the future. It is not known when the landfill will actually be closed noting it could be at least 30 years. The Mayor noted that financial advisors recommend weaning the City off the use of landfill funds when we are 10 years from the landfill closing. The recommendation is that each year less of the annual funds would be used with some being reserved for the future. Aldermen Soltysiak suggested using annual road program funds for capital road projects on occasion as was done with Tess Corners Drive. The Mayor noted that state transportation fund is shrinking and transportation aid will likely be reduced. Also, the public works director made it clear that the use of annual road program funds for Tess Corners Drive was a one-time funding source and should not be used for such purposes on a continual basis since other road project maintenance would fall behind. Alderman Soltysiak noted the State could close down the landfill at any time making no funds available which is why he supports putting something away now for future parks capital maintenance. After much discussion there was a general consensus to consider saving something for the future of parks capital replacement. Alderman Kubacki asked for suggestions on how much. Taking the approach of asking the Parks & Rec Director/Parks Board to provide a snapshot of future costs in this area and work from there was suggested. General consensus recommended this approach. Mayor suggested funds could also be reserved for facility needs or vehicle replacements. She also noted her appreciation for their passion for parks but pointed out that a future Council may be faced with different passions or pressures in the future and can change this policy at any time. It might not be realistic to think this fund will remain in place for 30 plus years. Discuss Policy Regarding Attendance by Aldermen at Meetings - Ald. Soltysiak Discussion ensued about the importance of Aldermen's attendance at all meetings. Mayor Chiaverotti emphasized the current policy of the need to notify the Mayor and Clerk's office if unable to attend the Finance, Committee of the Whole or Common Council meetings. For all other Committee meetings the Committee Chairman and Department Head should be notified. Ald. Soltysiak suggested that when a member is going to be absent and requests a deferral on an agenda item that it be up to the Council to decide whether or not to defer. Mayor Chiaverotti noted the deferred agenda item as sighted, fireworks, was deferred at the request of the Alderman that originally placed it on the agenda, Rob Glazier. He felt a sense of responsibility to speak on the item and was unable to make the meeting due to personal reasons. This was also to avoid inconveniencing the residents of coming to a meeting just to hear the item get differed by the Council members. Alderman Kubacki asked how to proceed moving forward. The Mayor reminded everyone of the notif ication process for Aldermen missing meetings which involves the Alderman notifying the committee chairman and staff member responsible to the committee to ensure a quorum. District 4 Aldermanic Vacancy Director Mueller handed out two time lines for the selection process with two different dates. It was agreed to go with the earlier date of March 25. COMMUNICATIONS AND MISCELLANEOUS BUSINESS AS AUTHORIZED BY LAW ADJOURNMENT Possible reconvening of the Committee of the Whole immediately following Common Council Meeting of the same date to continue work on agenda items Alderman Soltysiak made a motion to adjourn. Alderman Kubacki seconded. Motion Passed 6 in favor. March 17, 2014 To: Common Council From: Craig Anderson, Parks & Recreation Director Re: GRAEF Proposal for Civil Engineering Services for Park Arthur WEST The Parks & Recreation Board (P&RB) unanimously recommended for approval the attached Park Arthur West proposal for civil engineering services from GRAEF. On March 10, P&RB discussions included the recent happenings with recreation facilities (Horn) and the budgeted/approved Park Arthur project. After deliberation, it was decided to recommend keeping Park Arthur on the development tract by having GRAEF continue to work on the planning phase while further discussions occur regarding current/future recreation facility needs. The 2014 budget for Park Arthur West – Phase I is $714,000. The total cost for this civil engineering services proposal from GRAEF is $68,500 and per the city purchasing policy requires this expense to be approved by the Common Council. This plan will ultimately put together the necessary construction documents and provide to us a construction estimate for the work to be performed. Once the planning and estimates are done, bidding could occur. The Common Council would then need to approve the contracts for this construction phase to begin. Before the bidding time would occur, it would be our hope that both the P&RB and Common Council will have their facility (including recreation) discussions. Also, after meeting with the Park Arthur West stakeholders, they would like to see this project keep moving forward. On a side note, the Park Arthur West engineering services plan, if approved, and the subsequent deliverables will be good for as long as the park needs do not change. Thank you for your consideration. PARKS AND RECREATION DEPARTMENT W182 S8200 Racine Avenue PO Box 749 Muskego WI 53150-0749 Office (262) 679-4108 Fax (262) 679-5637 One Honey Creek Corporate Center 125 South 84th Street, Suite 401 Milwaukee, WI 53214-1470 414 / 259 1500 414 / 259 0037 fax www.graef-usa.com March 14, 2014 Mr. Craig Anderson Parks and Recreation Director City of Muskego W182 S8200 Racine Avenue, PO Box 749 Muskego, WI 53150 SUBJECT: Park Arthur West Project Proposal for Civil Engineering Services Dear Mr. Anderson: Graef-USA, Inc. (GRAEF) is pleased to provide the City of Muskego (CLIENT) with this proposal for professional services for the development of the Park Arthur West Project (PROJECT) in the City of Muskego, Wisconsin. This proposal is subject to GRAEF’s Standard Terms and Conditions, a copy of which is attached and incorporated by reference. An executed copy of this proposal will become our AGREEMENT. It is our understanding that the nature of the Project is to prepare a Schematic Design Plan for the 19 acres on the west portion of Park Arthur and Construction Documents for the two phased construction of the project to ultimately include natural turf athletic fields, picnic areas, a parking lot, walking paths, and equestrian trails. Phase I Construction Documents will include the design of the park infrastructure within the 2014 budget allowance for construction beginning in summer of 2014. Phase II Construction Documents will include the remaining design for future construction. Each of these phases is further outlined in the Basic Services listing below. For this PROJECT, GRAEF proposes to provide the following Basic Services: Schematic Design  Participate in a project kick-off meeting with the City.  Review and analyze the topographic survey and wetland delineation.  Coordinate the services of a qualified geotechnical engineer for subsurface investigation to evaluate and provide recommendations for pavement, utility, and storm water infiltration design. The cost of the geotechnical sub-consultant is included in our fee.  Identify City, County, and State approvals and permits, and steps necessary to obtain those approvals.  Evaluate capacity of existing public utilities relative to existing and proposed facilities.  Evaluate the existing concept site plan for the project based on the information obtained during the above investigations. Revise the master plan accordingly to accommodate the project program based on site limitations and other constraints identified in the site evaluation. Mr. Craig Anderson 0000-5010.00 -2- March 14, 2014  Prepare a Schematic Layout Plan based on the topographic survey which incorporates the following components: o One full size soccer field o One full size youth football field o Four youth soccer fields o Parking Lot and roadway connection to existing entrance drive off Martin Drive o Equestrian Trails o Walking Paths  Prepare a Schematic Grading and Drainage Plan showing general grading and drainage patterns.  Prepare a Schematic Utility Plan showing proposed layouts and connections for future shelter building services.  Develop preliminary storm water management concepts.  Prepare an alternatives analysis for storm water best management practices options for the project.  Prepare a preliminary opinion of probable costs.  Develop and present a project permit schedule.  Participate in two (2) design meetings with the City staff to obtain feedback and comments.  Finalize the Schematic Design Plan for preferred alternative for the Construction Documents. Phase I Construction Documents and Bidding Phase I Construction Documents will include the design for the City’s 2014 budget allowance, likely to include grading, seeding, parking lot subbase, and sanitary sewer boring for construction beginning in summer of 2014.  Prepare construction documents to generally include the following sheets: o Overall Site Plan o Site Demolition and Erosion Control Plan o Site Layout Plans o Site Grading Plans o Site Utilities Plan o Site and Erosion Control Details o Site Restoration Plan  Prepare technical specifications and front end sections for inclusion in a project manual.  Submit plans and specifications at 50%, 75%, and 95% completion for review by the City of Muskego.  Meet with the City to go over review comments and revise plans accordingly.  Prepare earthwork calculations for the site to estimate material quantities for opinion of cost. Mr. Craig Anderson 0000-5010.00 -3- March 14, 2014  Finalize storm water management plans for approval.  Prepare calculations, as necessary, for submittal to review agencies for approval.  Prepare an opinion of probable costs.  Prepare Water Resources Application for Public Projects (WRAPP) for discharge of storm water during construction, for submittal to WDNR.  Prepare Exterior Plumbing Plan Review for Wisconsin Department of Safety and Professional Services (DSPS), if needed.  Assist the City in the bidding process by providing the following services: o Arrange and run a pre-bid meeting to explain the PROJECT to potential bidders. o Facilitate the distribution of construction documents to potential bidders. o Respond to all contractor inquiries. o Prepare all necessary addenda. o Review bids received. o Prepare bid tabulation for use by CLIENT in selecting a contractor for the PROJECT.  Participate in four (4) total design meetings with the City staff to obtain feedback and comments. Phase II Construction Documents Phase II Construction Documents will include the remaining design for parking lot pavement, walking paths and equestrian trails, a stream crossing structure, and modifications to the existing parking lot entrance off Martin Drive. It is our understanding that the Phase II portion of the project will be bid and constructed at a future date.  Prepare construction documents to generally include the following sheets: o Overall Site Plan o Site Demolition and Erosion Control Plan o Site Layout Plans o Site Grading and Paving Plans o Site Utilities Plan o Site and Erosion Control Details  Prepare technical specifications and front end sections for inclusion in a project manual.  Submit plans and specifications at 75% and 95% completion for review by the City of Muskego.  Meet with the City to go over review comments and revise plans accordingly.  Prepare a detailed opinion of probable costs.  Prepare Chapter 30 Water Ways General Permit Application for culvert crossing over stream/drainage way and grading, for submittal to WDNR. Mr. Craig Anderson 0000-5010.00 -4- March 14, 2014 o As of the date of this proposal, the U.S. Corps of Army Engineers has not reviewed the wetland delineation report or provided concurrence and the WDNR has not completed an Ordinary High Water Mark (OHWM) Determination or a Navigability Determination for the water feature at the project site where a proposed stream crossing would be located. Therefore, this proposal is based on the findings discussed in our November 2013 wetland delineation report. o If the regulatory agencies determine the water feature to be a wetland, a permit for impacting wetlands would be needed and would require alternative analysis to impacting the wetland. If practicable alternatives exist, it may not be possible to place a culvert in the proposed location. o Preparation of Permit Application including site maps and photographs. o Coordination with regulatory agency not to exceed three hours. GRAEF will endeavor to perform the proposed Basic Services per the following schedule:  Schematic Design (April 1, 2014 – April 25, 2014)  Construction Documents (April 28, 2014 – June 9, 2014)  Chapter 30 Permitting (April 28, 2014 – June 16, 2014), as USACE and WDNR concurrence and determinations have not been received to date, we are assuming that the Chapter 30 permit process may require the grading and stream crossing work to be bid in the Phase II portion of the project.  Bidding (June 26, 2014 – July 10, 2014)  Phase I Construction (July 28, 2014 to October 2014) For this PROJECT, it is our understanding that the CLIENT will provide the following services, items and/or information:  Right of access permission to the property.  Permit review and application fees. For these Basic Services, GRAEF estimates a lump sum cost as follows: Schematic Design Phase $12,650 Phase I Construction Documents and Bidding $31,000 Phase II Construction Documents $20,350 Geotechnical Subconsultant Services $ 4,500 Total Fee up to: $68,500 Mr. Craig Anderson 0000-5010.00 -5- March 14, 2014 For this PROJECT, GRAEF can provide the following Additional Services for Additional Compensation as detailed below:  Color renderings of the park plan  Attendance or presentations at public meetings  Additional meetings  Landscape architecture design  Site Lighting and Photometrics Plans and Details  Electrical engineering design for power supply and lighting requirements of field lighting, scoreboard, security systems, future concessions shelter, irrigation well and pumping equipment.  Prepare supply well performance specifications for site water needs.  Irrigation Design and Details  Design for irrigation well  Design of pump house building constructed of block, brick, wood, or other materials.  Design of off-site or public roadway and utility improvements.  Construction Administration  Preparation of wetland & waterway impact application packets for unavoidable impacts to wetlands or waterways.  Construction staking and layout services  Full time construction inspection services For Additional Services GRAEF will provide a proposal upon request from CLIENT prior to initiating any Additional Services. Mr. Craig Anderson 0000-5010.00 -6- March 14, 2014 To accept this proposal, please sign and date this proposal and return a copy to us. Upon receipt of an executed copy, GRAEF will commence work on the Project. Graef-USA Inc. looks forward to providing services to the City of Muskego. Sincerely, Graef-USA Inc. Accepted by: City of Muskego __________________________ Michael N. Paulos, P.E. (Signature) Principal __________________________ (Name Printed) __________________________ Brent T. Pitcher, P.E. (Title) Vice President Date:______________________ Enclosure G:\Mil\Mkt\Proposals\Proposals\MUN\Muskego, City of_ Park Arthur (West)\ParkArthurWest_Civil-scope_031414.docx Revised 01-27-09 Page 1 of 2 Job Number Graef-USA Inc.’s STANDARD TERMS AND CONDITIONS These Standard Terms and Conditions are material terms of the Professional Services Agreement proposed on March 14, 2014 (Agreement) by and between Graef-USA Inc. (GRAEF) and the City of Muskego (Client). Standard of Care: GRAEF shall exercise ordinary professional care in performing all services under this Agreement, without warranty or guarantee, expressed or implied. Client Responsibilities: Client shall at all times procure and maintain financing adequate to timely pay for all costs of the PROJECT as incurred; shall timely furnish and provide those services, items and/or information defined in Agreement, as amended, and shall reasonably communicate with and reasonably cooperate with GRAEF in its performance of this Agreement. GRAEF shall be entitled to rely on the accuracy and completeness of any services, items and/or information furnished by Client. These terms are of the essence. Client shall indemnify, defend and hold GRAEF, its present or former officers, employees and subconsultant(s), fully harmless from any liability or loss, cost or expense (including attorney’s fees and other claims expenses) in any way arising from or in connection with errors, omissions or deficiencies in the services, items and/or information Client is obliged to furnish in respect of this Agreement. Limitation of Liability: Client and GRAEF agree that GRAEF's liability for any direct, indirect, incidental or consequential economic losses or damages arising under or in connection with this agreement (including any attorney's fees or claims expenses) shall be limited to the sum of one hundred thousand dollars ($100,000.00). Additional Services: Client may request or it may become necessary for GRAEF or its subconsultant(s) to perform Additional Services in respect of this Agreement. Client shall pay for such Additional Services above and beyond charges for Basic Services set forth in this Agreement. GRAEF will notify Client in advance of GRAEF's intention to render Additional Services. Client's failure to instruct GRAEF not to perform the proposed Additional Service shall constitute Client's acceptance of such Additional Service and agreement to pay for such Additional Service in accordance with the Invoicing & Payment terms of this Agreement. Collection Costs: Client shall pay all collection costs GRAEF incurs in order to collect amounts due from Client under this Agreement. Collection costs shall include, without limitation, reasonable attorney's fees and expenses, collection agency fees and expenses, court fees, collection bonds and reasonable GRAEF staff costs at standard billing rates for GRAEF's time spent in efforts to collect. Client's obligation to pay GRAEF's collection costs shall survive the term of this Agreement or the earlier termination by either party. Invoicing & Payment: GRAEF may issue invoices for services rendered and expenses incurred at such times and with such frequency as GRAEF deems necessary or appropriate in GRAEF’s discretion. All invoices are due and payable upon receipt and shall be considered past due if not paid within thirty (30) calendar days of the due date. Prompt and full payment of all periodic invoices or other billings issued by GRAEF pursuant to this Agreement is of the essence of this Agreement. In the event that Client fails to promptly and fully pay any invoice as and when due, then, and in addition to any other remedies allowed by law, GRAEF, may, in its sole discretion, suspend performance of all services under this Agreement upon seven (7) calendar days' written notice to Client, and immediately invoice Client for all unbilled work-in-progress rendered and other expenses incurred. Upon GRAEF’s receipt of full payment, in good funds and without offset, of all sums invoiced in connection with any such declaration of suspension, GRAEF shall resume services, provided that the time schedule and compensation under this Agreement shall be equitably adjusted in a manner acceptable to GRAEF to compensate GRAEF for the period of suspension plus any other reasonable and necessary time and expenses GRAEF suffers or incurs to resume services. No failure by GRAEF to exercise its right to suspend work and accelerate sums due shall in any way waive or abridge Client’s obligations to GRAEF or GRAEF’s rights to later suspend work and accelerate terms. Client agrees GRAEF shall incur no liability whatsoever to Client, or to any other person, for any loss, cost or expense arising from any such suspension by GRAEF, either directly or indirectly. In addition, simple interest shall accrue at the lower of 1.5% per month (18% per annum), or the maximum interest rate allowable by law, on any invoiced amounts remaining unpaid for more than 60 days from the date of the invoice. Payments made shall be allocated as follows: (1) first to unpaid collection costs; (2) second to unpaid accrued interest; and (3) last to unpaid principal of the oldest invoice. Latent Conditions: Client acknowledges that subsurface or latent physical conditions at the site that differ materially from those indicated in the project documents, or unknown or unusual conditions that materially differ from those ordinarily encountered may exist. If such latent conditions require a change in the design or the construction phase services, GRAEF shall be entitled to a reasonable extension of time to evaluate such change(s) and their impact on the project and to prepare such additional design documents as may be necessary to address or respond to such latent conditions. Client shall pay GRAEF for all services rendered and reimbursable expenses incurred by GRAEF and its subconsultant(s), if any, to address, respond to or repair such latent conditions. Such services by GRAEF or its subconsultant(s) shall constitute Additional Services. Revised 01-27-09 Page 2 of 2 Job Number Graef-USA Inc.’s STANDARD TERMS AND CONDITIONS (continued) Insurance: GRAEF shall procure and maintain liability insurance policies, including professional liability, commercial general liability, automobile liability, and workers' compensation insurance for the duration of this Agreement and shall, upon request, produce certificates evidencing the maintenance of such coverages. Should Client desire additional insurance, GRAEF shall endeavor reasonably to procure and maintain such additional insurance, but Client shall reimburse GRAEF for any additional premiums or other related costs that GRAEF incurs. Instruments of Service: All original documents prepared for Client by GRAEF or GRAEF's independent professional associate(s) and subconsultant(s) pursuant to this Agreement (including calculations, computer files, drawings, specifications, or reports) are Instruments of Professional Service in respect of this Agreement. GRAEF shall retain an ownership and property interest therein whether or not the services that are the subject of this Agreement are completed. Unless otherwise confirmed by written Addenda to this Agreement, signed by duly authorized representatives of both Client and GRAEF, no Instrument of Professional Service in respect of this Agreement constitutes, or is intended to document or depict any "as-built" conditions of the completed Work. Client may make and retain copies for information and reference in connection with the use and occupancy of the completed project by Client and others; however, such documents are not intended or represented to be suitable for reuse by Client or others on extensions of the project, or otherwise. Any reuse without GRAEF's written consent shall be at Client's sole risk and responsibility, and without any liability to GRAEF, or to GRAEF's independent professional associate(s) and subconsultant(s). Further, Client shall indemnify, defend and hold GRAEF and GRAEF's independent professional associate(s) and subconsultant(s), fully harmless from all liability or loss, cost or expense (including attorney’s fees and other claims expenses) in any way arising from or in connection with such unauthorized reuse. Contractor Submittals: The scope of any review or other action taken by GRAEF or its subconsultant(s) in respect of any contractor submittal, such as shop drawings, shall be for the limited purpose of determining if the submission generally conforms with the overall intent of the design of the work that is the subject of this Agreement, but not for purposes of determining accuracy, completeness or other details such as dimensioning or quantities, or for substantiating instructions or performance of equipment or systems. GRAEF shall not be liable or responsible for any error, omission, defect or deficiency in any contractor submittal. Pricing Estimates: Neither GRAEF nor Client has any control over the costs of labor, materials or equipment, over contractors' methods of determining bid prices, or over competitive bidding, market or negotiation conditions. Accordingly, GRAEF cannot and does not warrant or represent that bids or negotiated prices will not vary from any projected or established budgetary constraints. Construction Observation: Unless expressly stated in this Agreement, GRAEF shall have no responsibility for Construction Observation. If Construction Observation services are performed, GRAEF's visits to the construction site shall be for the purpose of becoming generally familiar with the progress and quality of the construction, and to determine if the construction is being performed in general accordance with the plans and specifications. GRAEF shall have no obligation to "inspect" the work of any contractor or subcontractor and shall have no control or right of control over and shall not be responsible for any construction means, methods, techniques, sequences, equipment or procedures (including, but not limited to, any erection procedures, temporary bracing or temporary conditions), or for safety precautions and programs in connection with the construction. Also, GRAEF shall have no obligation for any defects or deficiencies or other acts or omissions of any contractor(s) or subcontractor(s) or material supplier(s), or for the failure of any of them to carry out the construction in accordance with the contract documents, including the plans and specifications. GRAEF is not authorized to stop the construction or to take any other action relating to jobsite safety, which are solely the contractor’s rights and responsibilities. Dispute Resolution: GRAEF and Client shall endeavor to resolve all disputes first through direct negotiations between the parties' informed and authorized representatives, then through mediation. If mediation fails to fully resolve all disputes within 120 calendar days of the first written request for mediation, either party may pursue any remedy it deems appropriate to the circumstances. No Assignment: This Agreement is not subject to assignment, transfer or hypothecation without the written consent of both parties expressly acknowledging such assignment, transfer or hypothecation. Governing Law: This Agreement, as amended, and any disputes or controversies arising in connection with this Agreement shall be governed and resolved by the laws of the State of Wisconsin, without regard to said state's choice of law rules. Severance of Clauses: In the event that any term, provision or condition of this Agreement is void or otherwise unenforceable under the law governing this Agreement, then such terms shall be stricken and the balance of this Agreement shall be interpreted and enforced as if such stricken terms never existed. Integrated Agreement: The parties’ final and entire agreement is expressed in the attached proposal letter and these Standard Terms and Conditions. All prior oral agreements or discussions, proposals and/or negotiations between the parties are merged into and superceded by this Agreement. No term of the parties’ Agreement may be orally modified, amended or superceded.