CCR2001125AMENDED
COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #125-2001
APPROVAL OF AGREEMENT BETWEEN
THE CITY OF MUSKEG0 AND
RUEKERT 8 MIELKE, INC. FOR
PROFESSIONAL SERVICES FOR THE DESIGN OF THE
MARTIN DRlVElJANESVlLLE ROAD INTERSECTON
WHEREAS, It is the desire of the City to retain Ruekert 8 Mielke. Inc. for professional
services for the design of the Martin Drive/Janesville Road intersection, design of a
regional storm water detention facility, design of a sanitary sewer extension, and
preparation of the base plans for the Bay LanelJanesville Road intersection; and
WHEREAS, The Finance Committee has reviewed the Agreement and has
recommended approval with Attachment D - Terms and Conditions being revised and
attached to the Agreement.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, does hereby approve
the Agreement between the City of Muskego and Ruekert €i Mielke, Inc., to provide
the professional services outlined in the Agreement.
BE IT FURTHER RESOLVED that the Mayor and Clerk-Treasurer are hereby
authorized to execute the agreement in the name of the City
DATEDTHIS 26Ih OF JUNE ,2001
SPONSORED BY:
FINANCE COMMITTEE
Ald. Mark A. Slocomb
Ald. David J. Sanders
Ald. Nancy C. Salentine
1 which This is to certify that this is a true and accurate copy of Resolution #125-200
was adopted by the Common Council of the City of Muskego.
3yIL
6/2001jmb
COMMON COUNCIL -CITY OF MUSKEG0
RESOLUTION #125-2001
APPROVAL OF AGREEMENT BETWEEN
THE CITY OF MUSKEG0 AND
RUEKERT 8 MIELKE, INC. FOR
PROFESSIONAL SERVICES FOR THE DESIGN OF THE
MARTIN DRlVElJANESVlLLE ROAD INTERSECTON
,
WHEREAS, It is the de rt & Mielke, Inc. for professional
services for the design o Road intersection, design of a
regional storm water det nitary sewer extension, and
preparation of the base ville Road intersection; and
WHEREAS, The Fina ewed the Agreement and has
recommended approval.
NOW, THEREFORE, B VED"That the Common Council of the City of
Muskego, upon the reco n of,the Finance Committee, does hereby approve
the Agreement between t of Muskego and Ruekert & Mielke, Inc., to provide
the professional services
BE IT FURTHER RES t the Mayor and Clerk-Treasurer are hereby
authorized to execute the$greement in.the name of the City.
DATED THIS >F \\, ,2001
// !i
B
SPONSORED BY:
FINANCE COMMITTEE
Ald. Mark A. Slocomb
Ald. David J. Sanders
Ald. Nancy C. Salentine
This is to certify that this is a true and accurate copy of Resolution #125-2001 which
was adopted by the Common Council of the City of Muskego.
Clerk-Treasurer
6/2001jmb
71 120 06/00
AGREEMENT FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of ,2001 between
City of Muskego, W182 S8200 Racine Avenue, P.O. Box 749, Muskego, WI 53150-0749
(OWNER) and Ruekert 8 Mielke. Inc.. W239 N1812 Rockwood Drive, Waukesha. WI 53188
(CONSULTANT).
OWNER intends to retain the CONSULTANT for professional services for the design of
the Martin DrivelJanesville Road intersection, design of a regional storm water detention facility,
design of a sanitary sewer extension, preparation of the base plans for the Bay Lane/Janesville
Road intersection, and as described in Attachment A (hereinafter called the Project).
CONSULTANT and payment for those services by OWNER as set forth below.
The following Attachments are attached to and made a part of this Agreement
OWNER and CONSULTANT agree to performance of professional services by
Attachment A - Scope of Services, consisting of 7 page(s).
Attachment B - Periods of Service, consisting of 1 page(s).
Attachment C - Compensation and Payments, consisting of 2 page(s).
Attachment D - Terms and Conditions, consisting of 4 page(s).
Attachment E - Insurance, consisting of 1 page(s).
This Agreement (consisting of 1 page), together with the Attachments identified above,
constitute the entire agreement between OWNER and CONSULTANT and supersede all prior
wrltten or oral understandings. This Agreement and said Attachments may only be amended,
supplemented, modified, or canceled by a duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year first written above
City of Muskego
OWNER
(Signature)
David L. DeAngelis (Typed Name)
Mayor (Title)
(Date)
(Attest)
Ms. Jean K. Marenda (Name)
Ruekert & Mielke, Inc.
CONSULTANT
Michael F~ Campbell, P.E.
Vice President /COO-
@ City Clerkrrreasurer (Title)
Page 1 of 1
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e ATTACHMENT A - SCOPE OF SERVICES
Initials:
Agreement dated OWNER
CONSULTANT
BASIC SERVICES
1.1 General
1 1 1 The work under this CONTRACT shall consist of those engineering and related services
enumerated herein and specifically including: Field survey, meetings, road plans, soil borings,
and specifications for the PROJECT This project will be developed using English standards.
shoulders, is anticipated. Martin Drive will be relocated for a distance of approximately 1,200
1 1.2 A rural typical section for Martin Drive, including two 12-foot driving lanes and 10-foot
feet to align with Lakes Parkway at Janesville Road. The intersection and approaches will be
studied and improved as necessary to handle future traffic volumes.
1 1.3 A regional storm water detention facility will be designed for the north quadrant of the
Martin DriveIJanesville Road intersection, between the existing Martin Drive and the relocated
Martin Drive.
1 1.4 Base plans will be developed for the Bay LanelJanesville Road intersection with sufficient
detail to permit the design of traffic signals by Waukesha County. The base plans will include
bypass lanes and turn lanes as appropriate. Any work related to new right of way or easements 0 w~ll be considered Extra Work.
1 1.5 A pair of sanitary sewer extension will be designed along Martin Drive
1 1.6 WDOT - Wisconsin Department of Transportation
1 1 7 MANUAL - WDOT Facilities Development Manual.
1 1.8 CONSULTANT shall provide professional services for OWNER as hereinafter provided.
BASIC SERVICES
After written authorization to proceed:
1.2 Agency Coordination
1.2.1 Section 401 and 402 Certifications:
The CONSULTANT shall evaluate the effects of the PROJECT on water quality, in accordance
with the provisions of the Clean Water Act and the procedures as set forth in the MANUAL, and
shall prepare the necessary application. Work shall include NR103 analysis, Chapter 30
Grading Permit, and Notice of Intent. 0 1.2.2 Section 404 Permits:
Attachment A
Page 1 of 1
6/14/01
the United States, in accordance with the provisions of the Clean Water Act and the procedures
The CONSULTANT shall evaluate the potential for discharge of fill materials into the waters of
as set forth in the MANUAL, and shall prepare the necessary permit application.
1.3 Publis Involvement
1.3.1 Informational meetings:
1.3.2 The CONSULTANT shall conduct or assist the OWNER in holding one (1) informational
meeting to acquaint the public with the concepts and probable impacts of this PROJECT The
meeting will be held during the preliminary plan stage.
1.3.3 The CONSULTANT shall prepare all exhibits and documentary handout material and
provide the equipment necessary to conduct the public informational meeting.
1.3.4 The CONSULTANT shall prepare a summary report after the public informational
meeting.
1.3.5 The CONSULTANT shall meet with the OWNER after the public informational meetings
to discuss the comments received and shall recommend as to the possible disposition of these
comments and suggestions.
1.3.6 The CONSULTANT shall make all the necessary arrangements for scheduling the
meeting and provide notices and press releases for the OWNER's use.
1.3.7 The CONSULTANT shall provide the OWNER with copies of all public involvement 0 correspondence and file notes.
1.3.8 The CONSULTANT shall coordinate meeting schedule with the OWNER's
representative.
1.4 Meetings
1.4.1 The CONSULTANT shall attend or hold an Operational Planning Meeting to discuss the
organization and processing of the services under this CONTRACT
1.4.2 A Final Plan Review Meeting with the OWNER shall be held approximately 45 - 60 days
ahead of the P.S. & E. submittal date.
OWNER.
1.4.3 The CONSULTANT shall attend the pre-construction conference as scheduled by the
1.4.4 The CONSULTANT shall meet with the OWNER to coordinate soils and sub-surface
investigation work efforts.
1.4.5 Bimonthly meeting(s) shall be held to plan, review, and coordinate the PROJECT with
the OWNER's staff.
1.4.6 The CONSULTANT shall conduct three coordination meetings with utilities having
facilities on the PROJECT The first meeting shall be scheduled at the preliminary plan stage. 0
Attachment A
Page 2 of 2
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prior to the submittal of the P.S.8 E. documents.
the second meeting shall be prior to the completion of final plans, and the third meeting shall be
1.5 Surveys
1.5.1 The CONSULTANT shall temporarily mark existing right of way for coordination with
affected utilities and property owners.
1.5.2 Surveys shall include a sufficient number of bench marks to provide proper elevation
control for the project, and shall include a written log of all bench marks established, their
location by station and offset, a description of the actual bench mark, and its elevation.
1.5.3 The CONSULTANT shall provide cross sections every 50 feet along C.T.H. "L
each side road. Additional cross sections will be provided at each driveway and field entrance,
(Janesville Road) and Martin Drive, and Lakes Parkway, and every 50 feet for 150 feet along
each cross culvert, and along all drainage courses. Topographic information shall include, but
not be limited to, edges of pavement, driveways, and shoulders; all buildings and
appurtenances; trees (with sizes in inches); woods or brush limits; water courses and drainage
facilities; and the location of all utilities. Traffic signage and mailboxes are not required to be
located.
1.6 Soils and Subsurface Investigations
1.6.1 Subsurface soil investigations shall include three (3) borings to a depth of 10 feet below
the existing surface. The borings shall be taken along the proposed roadway and shall note the
depth of and location of all soil layers, bearing strength, and presence of ground water
1.6.2 The subsurface investigation shall also include taking marsh soundingslprobes in areas
of wet or marginal soils for the purpose of more accurately estimating the limits of possible
excavation below subgrade. Two (2) marsh probes to a depth of 10 feet deep are planned.
1.6.3 All boring and sounding locations shall be referenced to the project stationing and project
elevation datum.
1.6.4 The investigation shall include the extent and classification of wetlands.
1.6.5 The CONSULTANT shall classify soils by pedological means to provide pavement design
parameters.
1.7 Road Plans
1 7 1 The CONSULTANT shall provide additional road plans to the WDOT MANUAL to include
the following:
a
a. Erosion Control Plan (Scale 1"= 40')
b. Pavement Marking Plan (Scale 1"= 40')
c. Construction staging plans (Scale 1"= 40')
d.
e. Traffic Control Plan@) (Scale 1"= 40')
Estimate of Quantities Sheet(s)
f.
g. Sanitary Sewer Extension Plans (Scale 1"=20')
Storm Water Management Plans (Scale I"= 20') 0
Attachment A
Page 3 of 3
6/14/01
All plans will be reviewed and approved with the OWNER before starting the design
be provided by Waukesha County. The CONSULTANT shall provide digital base mapping and
1 7.2 Traffic signal plans and specifications for the Bay LaneIJanesville Road intersection shall
intersection layouts for the County's use.
1 7.3 The CONSULTANT shall study all side road intersections and make recommendations
for their improvement to current City of Muskego standards.
1 7.4 The horizontal and vertical alignment of Martin Drive shall be designed in compliance with
current standards, including intersection sight distance. The vertical alignment shall be adjusted
as necessary to provide for acceptable grading and drainage. Portions of the shoulders shall be
paved as per recommended standards.
1 7.5 The CONSULTANT shall conduct hydraulic analyses of major drainage ways.
1 7.6 The CONSULTANT shall develop preliminary and final designs of drainage structures,
drainage courses, storm sewers, and culverts and shall design a regional storm water detention
facility in the north quadrant of relocated Martin Drive and Janesville Road.
1 7 7 The CONSULTANT shall provide the OWNER with a full-size hard copy of the completed
plan drawn on the appropriate mylar plan sheet vehicles. In addition, the CONSULTANT shall
provide the OWNER with copies of the final plans on CD-ROM for use in the IBM DOS version
of AUTOCAD version 14 for project records. Each final plan drawing shall be an individual 0 general border Final drawings to be provided to the OWNER under Section 4.C.(1) WDOT
drawing without the use of reference files (XREF's) to combine one or more drawings into one
Manual shall be in .dwg format and shall be able to be plotted at the scale of 1"l
1 7.8 The CONSULTANT shall provide final plans and P.S. & E. documents as required by the
City of Muskego. The Special Provisions, and Proposal shall be produced using the IBM
compatible Microsoft Word 2000 computer program. Diskettes (3.5-inch) or CD-ROM
containing these documents shall be provided to the OWNER. The City of Muskego will let the
project for contractor bidding.
1.8 Plats
1.8.1 No right of way plat work is anticipated for the PROJECT The CONSULTANT shall
identify areas where new right of way or easements may be required and provide this
information to the OWNER. Preparation of right of way plats or legal descriptions will be
considered Extra Work.
1.82 Title searches, if authorized in writing by the OWNER, shall be made of the titles to all
properties or premises through or over which a right of way for the PROJECT is to be acquired.
The title search shall extend over and cover a minimum period of five years or to the last
conveyance of record if more than five years, and shall include a certificate to the OWNER of
all entries of record affecting the titles of the said properties or premises during such period. A
copy of the last deed of record shall be included as part of the title report. All easements of
record on purchased property shall be identified. The search for easements and mortgages of
records shall not be limited to five years. A copy of the Title Report shall be provided to the 0 OWNER.
Attachment A
Page 4 of 4
6/14/01
1.9 Traffic
1.9.1 The CONSULTANT shall develop traffic projections for the anticipated construction year
plus 10 years and plus 20 years based on the most recent available traffic data.
1.9.2 The CONSULTANT shall investigate the project corridor for accident history that would
indicate any unique problems that should be addressed. The search shall cover a minimum
period of three (3) years.
1.10 Access to Records
1 10.1 The CONSULTANT'S records of the services provided under this contract will be
available for inspection and copying at:
Address: Ruekert 8 Mielke, Inc.
W239 N1812 Rockwood Drive
Waukesha, Wisconsin 53188
Contact Person: James A. Buggs, P.E.
Phone Number (262) 542-5733
ADDITIONAL SERVICES
2.1 Services Requiring Authorization in Advance
If authorized in writing by OWNER, CONSULTANT shall furnish or obtain from others Additional
Services as hereinafter provided. These services are not included as part of Basic Services
and will be paid for by OWNER as indicated in Attachment C and in Article 5 of Attachment D.
2.1 1 Preparation of applications and supporting documents (in addition to those furnished
under Basic Services) for private or governmental grants, loans or advances in connection with
the Project; preparation or review of environmental assessments and impact statements; review
and evaluation of the effect on the design requirements of the Project of any such statements
and documents prepared by others; and assistance in obtaining approvals of authorities having
jurisdiction over the anticipated environmental impact of the Project.
2.1.2 Services to make measured drawings of or to investigate existing conditions or facilities,
or to verify the accuracy of information furnished by OWNER.
2.1.3 Services resulting from significant changes in the general scope, extent or character of
the Project including, but not limited to, changes in size, complexity, OWNERs schedule, or
method of financing; and revising previously accepted studies, reports, or documents when
such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders
enacted subsequent to the preparation of such studies, reports or documents, or are due to any
other causes beyond CONSULTANT'S control.
2.1.4 Providing renderings or models for OWNERs use,
Attachment A
Page 5 of 5
6/14/01
operations, maintenance and overhead expenses; providing value engineering during the
2.1.5 Investigations and studies involving, but not limited to, detailed consideration of
course of design; the preparation of feasibility studies, cash flow and economic evaluations,
rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating
processes available for licensing and assisting OWNER in obtaining process licensing; detailed
quantity surveys of material, equipment and labor; and audits or inventories required in
connection with construction performed by OWNER.
2.1.6 Furnishing services of independent professional associates and consultants for other
than Basic Services and providing data or services of the types described in paragraph 3.4
when OWNER employs CONSULTANT to provide such data or services in lieu of furnishing the
same in accordance with paragraph 3.4.
2.1 7 Services during out-of-town travel required of CONSULTANT other than visits to the site
or OWNER'S office as required by Basic Services.
2.1.8 Providing any type of property surveys or related engineering services needed for the
transfer of interests in real property and field surveys for design purposes and engineering
surveys and staking to enable Contractor(s) to proceed with their work; and providing other
special field surveys.
2.1.9 Preparing to serve or serving as a consultant or witness for OWNER in any litigation,
arbitration or other legal or administrative proceeding involving the Project (except for
assistance in consultations which is included as part of Basic Services under paragraphs 1.2.3
and 1.3.6). 0 2.1,10 Additional services in connection with the Project, including services which are to be
furnished by OWNER, and services not otherwise provided for in this Agreement.
OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the services of
CONSULTANT.
3.1 Designate in writing a person to act as OWNERs representative with respect to the
transmit instructions, receive information, interpret and define OWNERs policies and decisions
services to be rendered under this Agreement. Such person shall have complete authority to
with respect to CONSULTANT'S services for the Project.
3.2 Provide all criteria and full information as to OWNER'S requirements for the Project.
furnish copies of all standards which OWNER will require to be included in the Project.
including objectives and constraints, performance requirements, and budgetary limitations; and
3.3 Place at CONSULTANT'S disposal all available pertinent information including previous
reports and any other relative data.
3.4 Furnish to CONSULTANT, as required for performance of CONSULTANT's Basic Services,
the following, all of which CONSULTANT may use and rely upon in performing services under
this Agreement:
Attachment A
Page 6 of 6
611 410 1
3.4.1 Data prepared by or services of others, including without limitation borings, probings and
materials and equipment; including appropriate professional interpretations.
3.4.2 Environmental assessment and impact statements.
3.4.3 Property, boundary, easement, right-of-way, topographic and utility surveys
3.4.4 Property descriptions
3.4.5 Zoning, deed and other land use restriction
ADDITIONAL SERVICES.
3.4.6 Other special data or consultations not covered under BASIC SERVICES and
3.5 Arrange for access to and make all provisions for CONSULTANT to enter upon public and
private property as required for CONSULTANT to perform services under this Agreement.
documents presented by CONSULTANT, obtain advice of an attorney, insurance counselor and
3.6 Examine all studies, reports, sketches, drawings, specifications, proposals and other
other consultants as OWNER deems appropriate for such examination and render in writing
decisions pertaining thereto within a reasonable time so as not to delay the services of
CONSULTANT
3.7 Furnish amrovals and Dermits from all aovernmental authorities havina iurisdiction over the
subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples,
0 the Project.
Project and sudh approvals'and consents from others as may be necessary ior completion of
3.8 Provide such accounting, independent cost estimating and insurance counseling services
as may be required for the Project, and such legal services as OWNER may require or
CONSULTANT may reasonably request with regard to legal issues pertaining to the Project.
3.9 Furnish to CONSULTANT data or estimated figures as to OWNER'S anticipated costs for
services to be provided by others for OWNER (such as services pursuant to paragraphs 3.6
through 3.8. inclusive and other costs of the types referred to in paragraph 1.2.6) so that
CONSULTANT may make the necessary findings to support opinions of probable Total Project
costs.
3.10 Give prompt written notice to CONSULTANT whenever OWNER observes or otherwise
becomes aware of any development that affects the scope or timing of CONSULTANT'S
services.
3.1 1 Furnish, or direct CONSULTANT to provide, Additional Services as stipulated in
paragraph 2.1 or other services as required.
3.12 Bear all costs incident to compliance with the requirements of Article 3, as amended and
supplemented by Attachments C and D.
Attachment A
Page 7 of 7
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ATTACHMENT B - PERIODS OF SERVICE
Agreement dated
Initials: ~ ~~ ~
OWNER
CONSULTANT
PERIODS OF SERVICE
4.1 Provisions of Attachment B hereinafter amend and supplement Attachment A and
Attachment D as follows:
4.2 The services called for in the Basic Services will be completed and the documents
i submitted as follows:
Phase la Hazardous Materials Report July 27, 2001
60% Plan Submittal August 17,2001
90% Plan Submittal November 30,2001
Final PS&E January 15.2002
4.3 If OWNER has requested significant modifications or changes in the general scope, extent
or character of the Project, the time of performance of CONSULTANT's services shall be
adjusted equitably.
4.4 If OWNER fails to give prompt written authorization to proceed with any phase of services
after completion of the immediately preceding phase, CONSULTANT may, after giving seven
days' written notice to OWNER, suspend services under this Agreement.
4.5 If CONSULTANT'S services for the Project are delayed or suspended in whole or in part by
OWNER for more than three months for reasons beyond CONSULTANT's control,
CONSULTANT shall on written demand to OWNER (but without termination of this Agreement)
be paid as provided in Attachment D. paragraph 5.3.2. If such delay or suspension extends for
more than one year for reasons beyond CONSULTANT's control, the various rates of
compensation provided for elsewhere in this Agreement shall be subject to equitable
adjustment.
Attachment B
Page 1 of 1
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ATTACHMENT C - COMPENSATION AND PAYMENTS
Initials:
OWNER
CONSULTANT
PAYMENTS
5.1 Methods of Payments for Services and Expenses
5.1 1 For Basic Services. OWNER shall pay CONSULTANT for Basic Services rendered as
follows:
Basis of Payment
(a) For Facilities Development Process work performed by the CONSULTANT resulting in
approved road plans and specifications, A LUMP SUM OF $ 31,080.00.
(b) For Soil Borings, the CONSULTANT's cost of $830.00 for soils report, and a cost of $21.50
probe x an estimated 2 marsh probes = $ 120.00, plus a fixed fee of $ 205.00, total cost not to
per vertical foot x an estimated 30 vertical feet = $645.00, and a cost of $ 60.00 per marsh
exceed $ 1,800.00. For each additional vertical foot of boring, a cost of $22.50. For each
additional marsh probe, a cost of $75.00.
(c) For Title Search work, if required for any properties over which right of way is to be
acquired, the CONSULTANT'S fee for each Title Search, a fixed cost of $350.00.
(d) For the design and preparation of exhibits for the sanitary sewer extension, A LUMP SUM
OF $3,200.00.
The total cost of this CONTRACT on the above basis shall not exceed $ 36,080.00
Future Amendments to Contract:
The CONSULTANT will be compensated by the OWNER for Extra Work under future
amendment@) on the following basis:
(a) For each AMENDMENT, an agreed upon LUMP SUM or;
(b) The CONSULTANT's actual costs based on the following hourly rates for the
CONSULTANT'S regular staff:
Attachment C
Page 1 of 1
6114101
Principal
Project Engineer
Staff Engineer
Technician
Crew ChiefISurveyor 2
Surveying Technician
Construction Services Manager
Construction Review Technician
Clerical
Hourly Rate
$ 109.43
$ 86.00
$ 68.00
$ 60.00
$ 64.00
$ 41.00
$ 68.00
$ 48.00
$ 34.00
Expenses at actual cost would also be charged.
Attachment C
Page 2 of 2
ATTACHMENT D -TERMS AND CONDITIONS
Initials:
Agreement dated OWNER
CONSULTANT
ARTICLE 1 - BASIC SERVICES
CONSULTANT shall provide professional services for OWNER on the Project to which this
Agreement applies, including professional consultation and advice, and duties and
responsibilities as indicated in Attachment A.
ARTICLE 2 -ADDITIONAL SERVICES
If authorized in writing by OWNER, CONSULTANT shall furnish or obtain from others Additional
Services of the types listed in Attachment A. These services are not included as part of Basic
Services and will be paid for by OWNER as indicated in Attachment C and in Article 5 of
Attachment D.
ARTICLE 3 -OWNERS RESPONSIBILITIES
OWNER shall furnish to CONSULTANT in a timely manner so as not to delay the services of
CONSULTANT items as provided in Attachment A.
ARTICLE 4 - PERIODS OF SERVICE
The provisions of this Article and the compensation for CONSULTANT'S services have been
agreed to in anticipation of the orderly and continuous progress of the Project.
CONSULTANT's obligation to render services hereunder will extend for a period which may
reasonably be required, including extra work and required extensions thereto. If in
Attachment B specific periods of time for rendering services are set forth or specific dates by
which services are to be completed are provided and if such dates are exceeded through no
fault of CONSULTANT, compensation provided herein shall be subject to equitable adjustment.
ARTICLE 5 - PAYMENTS
5.1 Methods of Payments for Services and Expenses
OWNER shall pay CONSULTANT for Basic Services, Additional Services. and Reimbursable
Attachment C.
Expenses rendered (as amended and supplemented by Attachment A) in accordance with
5.2 Times of Payments
CONSULTANT shall submit monthly invoices for Basic and Additional Services rendered and
for Reimbursable Expenses incurred. OWNER shall make prompt monthly payments in
response to CONSULTANT'S invoices.
Attachment D
Page 1 of 5
6/14/01
0 5.3 Other Provisions Concerning Payments
within thirty days after receipt of CONSULTANT's invoices, the amounts due CONSULTANT
5.3.1 If OWNER fails to make any payment due CONSULTANT for services and expenses
will be increased at the rate of 1-1/2% per month (18% A.P.R.) from said thirtieth day, and in
addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend
services under this Agreement until CONSULTANT has been paid in full all amounts due for
services and expenses.
5.3.2 In the event of termination by OWNER under paragraph 7 1 upon the completion of any
phase of the Basic Services, progress payments due CONSULTANT for services rendered
through such phase shall constitute total payment for such services. In the event of such
termination by OWNER during any phase of the Basic Services, CONSULTANT also will be
reimbursed for the charges of independent professional associates and consultants employed
by CONSULTANT to render Basic Services, and paid for services rendered during that phase
on the basis of CONSULTANT's Direct Labor Costs times a factor of 3.25 for services rendered
during that phase to date of termination by CONSULTANT's principals and employees engaged
directly on the Project. In the event of any such termination, CONSULTANT will be paid for all
unpaid Additional Services and unpaid Reimbursable Expenses, plus all termination expenses.
Termination expenses mean additional Reimbursable Expenses directly attributable to
termination, which, if termination is at OWNERS convenience, shall include an amount
computed at 20% of total compensation for Basic Services earned by CONSULTANT to the
date of termination.
5.3.3 Records pertinent to CONSULTANT's compensation will be kept in accordance with
generally accepted accounting practices.
5.3.4 Factors determining compensation payable to CONSULTANT will be adjusted
periodically and equitably to reflect changes in various elements that comprise such factors. All
such adjustments will be in accordance with generally accepted accounting practices as applied
on a consistent basis by CONSULTANT
5.3.5 The amount of any excise, value-added, gross receipts, or sales taxes that may be
imposed shall be added to the compensation as determined above.
5.4 Definitions
5.4.1 Direct Labor Costs used as basis for payment means salaries and wages (basic and
incentive) paid to all CONSULTANT's personnel engaged directly on the Project, but does not
include indirect payroll related costs.
5.4.2 Reimbursable Expenses mean the actual expenses incurred by CONSULTANT or
CONSULTANT's independent professional associates or consultants, directly or indirectly in
connection with the Project, such as expenses for, transportation and subsistence incidental
thereto; telephone calls, electronic mail, facsimile transmissions, and telegrams; expenses
other highly specialized equipment; and reproduction of reports, documents, and similar
incurred for computer time, word processing equipment, survey and testing instruments, and
Project-related items.
0
Attachment D
Page 2 of 5
I 611 410 1
ARTICLE 6 -OPINIONS OF COST
CONSULTANT'S opinions of probable Project Costs are made on the basis of CONSULTANT'S
experience, qualifications and judgment; but CONSULTANT cannot and does not guarantee
that actual Project Costs will not vary from opinions of probable cost. If OWNER wishes greater
assurance as to Total Project Costs, OWNER shall employ an independent cost estimator as
provided in Attachment A.
~
~
ARTICLE 7 -GENERAL CONSIDERATIONS
7.1 Termination
The obligation to provide further services under this Agreement may be terminated by either
party upon thirty days' written notice in the event of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the terminating party.
, , 7.2 Reuse of Documents I
documents, including a CD-Rom copy of computer-aided design system map and plan files
Upon completion of each phase of the project or termination of this Agreement, all original
when this method of plan and plat development are used, shall be delivered in OWNER'S
appropriate digital format to and become the property of the OWNER. CONSULTANT shall
retain an ownership and property interest therein, including the right of reuse with OWNERS
written permission. These notes, studies, reports, estimates, specifications, plans, etc. may be
used without restriction for any public purpose. Any such public use, other than for the subject
PROJECT, shall be at the risk of the OWNER and shall not constitute any liability on the
CONSULTANT
7.3 Insurance
CONSULTANT shall procure and maintain insurance for protection from claims under workers'
sickness or disease or death of any and all employees or of any person other than such
compensation acts, claims for damages because of bodily injury including personal injury,
employees, and from claims or damages because of injury to or destruction of property
including loss of use resulting therefrom. Requirements for insurance are amended and
supplemented as indicated in Attachment E.
7.4 Controlling Law
This Agreement is to be governed by the law of the place of business of CONSULTANT at the
address hereinbefore stated.
7.5 Successors and Assigns
7.5.1 OWNER and CONSULTANT each is hereby bound and the partners, successors,
executors, administrators and legal representatives of OWNER and CONSULTANT (and to the
extent permitted by paragraph 7.5.2. the assigns of OWNER and CONSULTANT) are hereby
administrators and legal representatives (and said assigns) of such other party, in respect of all
bound to the other party to this Agreement and to the partners, successors, executors, -0 covenants, agreements and obligations of this Agreement.
Attachment D
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7.5.2 Neither OWNER nor CONSULTANT shall assign, sublet or transfer any rights under or
interest in this Agreement (including, but without limitation, moneys that may become due or
moneys that are due) without the written consent of the other, except to the extent mandated or
restricted by law. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this paragraph shall prevent
CONSULTANT from employing such independent professional associates and consultants as
CONSULTANT may deem appropriate to assist in the performance of services hereunder
Agreement to anyone other than OWNER and CONSULTANT, and all duties and
7.5.3 Nothing under this Agreement shall be construed to give any rights or benefits in this
of OWNER and CONSULTANT and not for the benefit of any other party.
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit
7.6 Dispute Resolution
7.6.1 OWNER and CONSULTANT agree to negotiate all disputes between them in good faith
for a period of 30 days from the date of notice prior to exercising their rights under this section.
7.6.2 OWNER and ENGINEER agree that they shall first submit any and all unsettled claims,
counterclaims, disputes, and other matters in question between them arising out of or relating
to this Agreement or the breach thereof ("Disputes") to mediation.
7.6.3 If either party alleges a dispute or controversy with the other party arising out of or
relating to this Agreement, then either party shall have the right to demand non-binding 0 mediation within twenty (20) days after the complaining party has provided the other party with
written notice describing the dispute and the complaining party's position with reference to the
resolution of the dispute.
7.6.4 All mediation hearings shall take place exclusively in the Greater Metropolitan Milwaukee
Area in the State of Wisconsin and shall be held within thirty (30) days after the mediator has
been appointed. If the OWNER and CONSULTANT have not agreed upon a mediator within
ten (IO) days of the request for mediation, the parties shall jointly request the Chief Judge for
the Circuit Courts of Waukesha County, Wisconsin, to appoint a mediator who shall, if
reasonably available in the sole judgement of the appointing Judge, be a retired or former
Circuit Court Judge for Waukesha County or Milwaukee County.
7.6.5 The mediation hearing shall be informal and the mediator shall have the right to hear and
review all testimony and evidence presented by either party. The mediator shall fix his or her
own reasonable compensation and shall assess the cost and charges of the mediation to either
or both of the parties as the mediator shall determine to be fair and reasonable. The mediator
shall also be authorized, in his or her sole discretion, to award to the party whose contention is
the mediation. The mediator shall issue a written finding which shall state how he or she
upheld, any sums as he or she may deem proper for the time, expense, and trouble incident to
proposes to resolve the dispute between the parties. The mediator' decision shall be rendered
within thirty (30) days after the completion of the mediation hearings. The mediator's decision
shall not be binding on either party; however, neither party shall have the right to commence
any legal proceedings against the other party until the dispute has been mediated and the
0 mediator has issued his or her written findings.
Attachment D
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proceeding except upon written agreement of both parties.
7.6.6 No work related to this Agreement shall be interrupted or delayed during any mediation
7.6.7 The mediator shall not be a witness in any legal proceedings related to this Agreement
nor shall the decision of the mediator be used as evidence or referred to in any legal
proceedings related to this Agreement.
Attachment D
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a -TERMS AND CONDITIONS
Initials:
CONSULTANT
OWNER
ARTICLE 1 - BASIC SERVICES
CONSULTANT shall provide professio
Agreement applies, including professi
responsibilities as indicated in Attachment A.
ARTICLE 2 - ADDITIONAL SERVICES
If authorized in writing by OWNER, C
Services of the types listed in Attach
Services and will be paid for by OW
Attachment D.
ARTICLE 3 - OWNERS RESPONSIBILITIES
CONSULTANT items as provided in Attachment A.
OWNER shall furnish to CONSUL
ARTICLE 4 - PERIODS OF SERVICE
The provisions of this Article and t
agreed to in anticipation of the or
CONSULTANT'S obligation to re
reasonably be required, includin
Attachment B specific periods o
which services are to be compl
fault of CONSULTANT, compe
ARTICLE 5 - PAYMENTS
5.1 Methods of Payments for Services and Expenses
OWNER shall pay CONSUL
Expenses rendered (as amended and supplemented by Attachment A) in accordance with
Attachment C.
5.2 Times of Payments
CONSULTANT shall submit monthly invoices for Basic and Additional Services rendered and
for Reimbursable Expenses incurred. OWNER shall make prompt monthly payments in
response to CONSULTANT'S invoices.
Attachment D
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5.3 Other Provisions Concerning Payments
within thirty days after receipt of CONSULTANT's invoices, the amounts due CONSULTANT
5.3.1 If OWNER fails to make any payment due CONSULTANT for services and expenses
will be increased at the rate of 1-112% per month (18% A.P.R.) from said thirtieth day, and in
addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend
services under this Agreement until CONSULTANT has been paid in full all amounts due for
services and expenses.
5.3.2 In the event of termination by OWNER under paragraph 7 1 upon the completion of any
phase of the Basic Services. progress payments due CONSULTANT for services rendered
through such phase shall constitute total payment for such services. In the event of such
termination by OWNER during any phase of the Basic Services, CONSULTANT also will be
reimbursed for the charges of independent professional associates and consultants employed
by CONSULTANT to render Basic Services, and paid for services rendered during that phase
on the basis of CONSULTANT's Direct Labor Costs times a factor of 3.25 for services rendered
during that phase to date of termination by CONSULTANT's principals and employees engaged
directly on the Project. In the event of any such termination, CONSULTANT will be paid for all
unpaid Additional Services and unpaid Reimbursable Expenses, plus all termination expenses.
Termination expenses mean additional Reimbursable Expenses directly attributable to
termination, which, if termination is at OWNERS convenience, shall include an amount
computed at 20% of total compensation for Basic Services earned by CONSULTANT to the
date of termination.
5.3.3 Records pertinent to CONSULTANT's compensation will be kept in accordance with
generally accepted accounting practices.
5.3.4 Factors determining compensation payable to CONSULTANT will be adjusted
periodically and equitably to reflect changes in various elements that comprise such factors. All
such adjustments will be in accordance with generally accepted accounting practices as applied
on a consistent basis by CONSULTANT
5.3.5 The amount of any excise, value-added, gross receipts, or sales taxes that may be
imposed shall be added to the compensation as determined above.
5.4 Definitions
5.4.1 Direct Labor Costs used as basis for payment means salaries and wages (basic and
incentive) paid to all CONSULTANT's personnel engaged directly on the Project, but does not
include indirect payroll related costs.
5.4.2 Reimbursable Expenses mean the actual expenses incurred by CONSULTANT or
CONSULTANT's independent professional associates or consultants, directly or indirectly in
connection with the Project, such as expenses for transportation and subsistence incidental
thereto; telephone calls, electronic mail, facsimile transmissions, and telegrams; expenses
other highly specialized equipment; and reproduction of reports. documents, and similar
incurred for computer time, word processing equipment, survey and testing instruments, and
Project-related items.
0
Attachment D
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ARTICLE 6 -OPINIONS OF COST
CONSULTANT'S opinions of probable Project Costs are made on the basis of CONSULTANT's
experience, qualifications and judgment; but CONSULTANT cannot and does not guarantee
that actual Project Costs will not vary from opinions of probable cost. If OWNER wishes greater
assurance as to Total Project Costs, OWNER shall employ an independent cost estimator as
provided in Attachment A.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 Termination
The obligation to provide further services under this Agreement may be terminated by either
party upon thirty days' written notice in the event of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the terminating party.
7.2 Reuse of Documents
Upon completion of each phase of the project or termination of this Agreement, all original
documents, including a CD-Rom copy of computer-aided design system map and plan files
when this method of plan and plat development are used, shall be delivered in OWNER'S
appropriate digital format to and become the sole property of the OWNER. These notes,
studies, reports, estimates, specifications, plans, etc. may be used without restriction for any
public purpose. Any such public use, other than for the subject PROJECT, shall be at the risk
of the OWNER and shall not constitute any liability on the ENGINEER.
0 7.3 Insurance
CONSULTANT shall procure and maintain insurance for protection from claims under workers'
compensation acts, claims for damages because of bodily injury including personal injury,
sickness or disease or death of any and all employees or of any person other than such
employees, and from claims or damages because of injury to or destruction of property
including loss of use resulting therefrom. Requirements for insurance are amended and
supplemented as indicated in Attachment E.
7.4 Controlling Law
This Agreement is to be governed by the law of the place of business of CONSULTANT at the
address hereinbefore stated.
7.5 Successors and Assigns
7.5.1 OWNER and CONSULTANT each is hereby bound and the partners, successors,
executors, administrators and legal representatives of OWNER and CONSULTANT (and to the
extent permitted by paragraph 7.5.2. the assigns of OWNER and CONSULTANT) are hereby
bound to the other party to this Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns) of such other party. in respect of all
covenants, agreements and obligations of this Agreement.
Attachment D
Page 3 of 3
6114101
7.5.2 Neither OWNER nor CONSULTANT shall assign, sublet or transfer any rights under or
moneys that are due) without the written consent of the other, except to the extent mandated or
restricted by law. Unless specifically stated to the contrary in any written consent to an
assignment. no assignment will release or discharge the assignor from any duty or
CONSULTANT from employing such independent professional associates and consultants as
responsibility under this Agreement. Nothing contained in this paragraph shall prevent
CONSULTANT may deem appropriate to assist in the performance of services hereunder
7.5.3 Nothing under this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than OWNER and CONSULTANT, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit
of OWNER and CONSULTANT and not for the benefit of any other party.
7.6 Dispute Resolution
7.6.1 Negotiation. OWNER and CONSULTANT agree to negotiate all disputes between them
in good faith for a period of 30 days from the date of notice prior to exercising their rights under
the dispute resolution provision below or other provisions of this Agreement, or under law.
7.6.2 Mediation. If direct negotiations fail, OWNER and CONSULTANT agree that they shall
submit any and all unsettled claims, counterclaims, disputes, and other matters in question
between them arising out of or relating to this Agreement or the breach thereof to mediation in
accordance with the Construction Industry Mediation Rules of the American Arbitration
Association effective on the date of this Agreement prior to exercising other rights under law.
7.6.3. All mediation hearings shall take place exclusively in the Greater Metropolitan Milwaukee
Area in the State of Wisconsin and shall be held within thirty (30) days after the mediator has
been appointed. If the OWNER and ENGINEER have not agreed upon the mediator within ten
(IO) days of the request for mediation, the parties shall jointly request the Chief Judge for the
Circuit Courts of Waukesha County, Wisconsin, to appoint a mediator who shall, if reasonably
available in the sole judgment of the appointing Judge, be a retired or former Circuit Court
Judge for Waukesha County or Milwaukee County.
7.6.4. The mediation hearing shall be informal and the mediator shall have the right to hear and
review all testimony and evidence presented by either party. The mediator shall fix his or her
own reasonable compensation and shall assess the cost and charges of the mediation to either
or both of the parties as the mediator shall determine to be fair and reasonable. The mediator
shall also be authorized, in his or her sole discretion, to award to the party whose contention is
upheld, any sums as he or she may deem proper for the time, expense, and trouble incident to
the mediation. The mediator shall issue a written finding which shall state how he or she
proposes to resolve the dispute between the parties. The mediator's decision shall be rendered
within thirty (30) days after the completion of the mediation hearings. The mediator's decision
shall not be binding on either party; however, neither party shall have the right to commence
any legal proceedings against the other party until the dispute has been mediated and the
mediator has issued his or her written findings.
7.6.5. No work related to this Agreement shall be interrupted or delayed during any mediation
proceeding except upon written agreement of both parties.
interest in this Agreement (including, but without limitation, moneys that may become due or
Attachment D
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nor shall the decision of the mediator be used as evidence or referred to in any legal
7.6.6. The mediator shall not be a witness in any legal proceedings related to the Agreement
proceedings related to this Agreement.
Attachment D
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ATTACHMENT E - INSURANCE
Agreement dated
Worker's Compensation
Initials:
OWNER
CONSULTANT
Worker's Compensation insurance covering the CONSULTANT for any and all claims which
may arise against the CONSULTANT because of Worker's Compensation and Occupational
Disease Acts shall be carried. The Employer's Liability Section shall have limits of not less than
$100,000 each accident; $500,000 disease, policy limit; and $100,000 disease, each employee.
Commercial General Liability
Commercial General Liability insurance protecting the CONSULTANT against any and all
general liability claims which may arise in the course of performance of this Agreement shall be
carried. The limits of liability shall not be less than the following:
General Aggregate: $ 1,000,000
Products-Completed Operations Aggregate: $ 1,000,000
Personal 8 Advertising Injury: $ 1,000,000
Each Occurrence: $ 1,000,000
Fire Damage (Any One Fire): $ 50,000
Medical Expense (Any One Person): $ 5,000
Property damage liability coverage shall not exclude explosion, collapse, and underground
perils if CONSULTANT is engaged in these activities.
Commercial General Liability coverage shall also protect the CONSULTANT for the same limits
of liability for claims which may arise because of the indemnity or contractual liability agreement
contained within this Agreement.
Business Automobile Liability
Business Automobile Liability insurance including Owned, Non-Owned, and Hired vehicles shall
be carried. Bodily Injury and Property Damage combined single limit shall be not less than
$1,000,000.
Professional Liability - Errors and Omissions
Professional Liability insurance protecting the CONSULTANT against Professional Liability
claims which may arise in the course of this Agreement shall be carried. The limit of liability
shall not be less than $1,000,000 per claim with an aggregate of not less than $1,000,000.
Valuable Papers
During the life of this Agreement, the CONSULTANT shall maintain in force Valuable Papers
and Records insurance in an amount equal to the maximum exposure to loss of written, printed,
or otherwise inscribed documents and records, including books, maps, films, drawings,
completion of this Agreement by the CONSULTANT
abstracts, deeds, mortgages, and manuscripts as shall be required andlor produced in the
Attachment E
Page 1 of 1