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CCR20160XX-AttachmentOne 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 5010.00 September 22, 2016 Mayor Kathy Chiaverotti City of Muskego W182 S8200 Racine Avenue PO Box 749 Muskego, WI 53150-0749 SUBJECT: Municipal Engineering Services Master Agreement Dear Mayor Chiaverotti, GRAEF-USA, Inc. (GRAEF) is pleased to provide this proposal to the City of Muskego. This proposal is for professional services for General Municipal Engineering Services and Project Specific Engineering Services. 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 provide staff for various consulting engineering assignments at the direction of the Mayor. These assignments may include the technical review of development proposals to the City as well as project specific assignments. The scope and fee for the project specific assignments will be determined on a project by project basis. For this PROJECT, GRAEF proposes to provide the following Basic Services at the direction of the Mayor: • Provide staff for technical review of development proposals. • Provide staff for office hours at City Hall. • Provide staff for survey, planning, and construction related services. • Provide engineering consultation and investigation services. • Attend meetings such as the Board of Public Works and Common Council. • Provide services for a variety of planning/municipal engineering projects including opinions of probable costs, schedules, and qualifications of proposed staff. • Provide project specific consulting engineering services such as planning, facility services, architectural services, traffic analysis and traffic signal design, street lighting design, environmental work/permitting, landscape architecture, economic development, grant assistance, construction administration, and construction related services. We are prepared to begin work on this project immediately after receiving your notice to proceed and will work with the City to develop a mutually agreed upon project schedule. Mayor Chiaverotti -2- September 22, 2016 0000-5010.00 For the Basic Services, the City of Muskego agrees to compensate GRAEF on an hourly basis of personnel assigned based on the attached professional services fee schedule plus reimbursable expenses. In addition, supplemental staff may be required to provide specific services on an hourly basis. Reimbursable expenses include express mail and delivery charges, reproduction services, permit fees, geotechnical (soil borings) expenses and mileage. The standard hourly rates and reimbursable expenses schedule shall be adjusted annually to reflect equitable changes in the compensation payable to Engineer. Our fees and reimbursable expenses will be billed on a monthly basis as work is completed. Mike Paulos, PE would be the overall project manager, City Engineer and be the main point of contact for this agreement. To accept this proposal, please sign and an enclosed copy and return one to us. Upon receipt of an executed copy, GRAEF will commence work on the Project. Thank you for this opportunity and we look forward to working with you on this project. Should you have any questions regarding this proposal feel free to call us at 414.266.9086. Sincerely, GRAEF -USA Inc. Accepted by: City of Muskego ____________________________ Paul R. Eiring, P.E. (Signature) Vice President Principal ____________________________ (Name Printed) ____________________________ Michael N. Paulos, P.E., C.D.T., LEED AP (Title) Municipal Market Team Leader Principal Date: _______________________ MNP:mnp G:\Mil\Mkt\Proposals\Proposals\MUN\Muskego, City of General Engineering Services\Muskego Master General Engineering Services Agreement Sept 2016.docx 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 2016 HOURLY RATES 2016 CITY OF MUSKEGO GENERAL ENGINEERING SERVICES FEE SCHEDULE NAME ROLE/EXPERTISE HOURLY RATE Joe Komorowski, PE Assistant City Engineer $ 89.00 Mike Paulos, PE City Engineer $150.00 Nick Tecca Storm Water Engineer $ 85.00 Ashley Adair GIS $ 71.00 Kristian Vaughn Planning $ 71.00 Andre Ost, PE Traffic Signals $109.00 Julie Olson Road Design $ 91.00 James Witt Field Inspection $ 75.00 Scott Kurtz Drafting $ 93.00 Survey Crew (1 person) Survey $120.00 Survey Crew (2 person) Survey $180.00 Jim Lisak, PE Principal-in-Charge Included Automobile travel will be billed at the current federal rate of 54 cents per mile. Survey trucks and vans will be billed at 75 cents per mile. LIDAR scanner will be billed at $150/hour. Expenses such as travel and supplies will be billed at actual cost. Contracted services and consultants will be billed at cost. 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 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 September 22, 2016 (Agreement) by and between Graef-USA Inc. (GRAEF) and 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.