IH 41 TMA 1 # 2026011

Contents

Attachment A :

DPW # 2026011

IH 41 TMA

1. DEFINITIONS

2. SCOPE OF SERVICES

A. GENERAL _________________________________________________________________ 2

B. TRAFFIC DATA COLLECTION AND MODELLING ____________________________________ 3

C. SIGNAL TIMING PLANS_________________________________________________3

D. SIGNAL TIMING IMPLEMENTATION AND TRAFFIC SIGNAL CONTROLLER INSTALLATION ____ 4

E. SIGNAL TIMING IMPLEMENTATION QUALITY REVIEWS______________ 4

F. MEETINGS _________________________________________________________________ 5

3. PROSECUTION AND PROGRESS

A. GENERAL _________________________________________________________________ 5

B. DELAYS AND EXTENSIONS ____________________________________________________ 6

C. TERMINATION OF CONTRACT _________________________________________________ 6

D. SUBLETTING OR ASSIGNMENT OF CONTRACT ____________________________________ 7

4. BASIS OF PAYMENT

A. GENERAL _________________________________________________________________ 7

B. SERVICE ORDERS, EXTRA SERVICES, OR DECREASED SERVICES 8

5. MISCELLANEOUS PROVISIONS

A. DESIGN STANDARDS ________________________________________________________ 9

B. REVISION OF COMPLETED PLANS ______________________________________________ 9

C. OWNERSHIP OF DOCUMENTS ________________________________________________ 10

D. CONTINGENT FEES ________________________________________________________ 10

E. ACCESS TO RECORDS _______________________________________________________ 10

F. LEGAL RELATIONS__________________________________________________________ 11

G. NON-DISCRIMINATION IN EMPLOYMENT _______________________________________ 11

H. EQUAL EMPLOYMENT OPPORTUNITY (All Contracts Exceeding

$10,000) 13

I. ERRORS AND OMISSIONS ____________________________________________________ 13

J. CONFLICT OF INTEREST _____________________________________________________ 13

6. SPECIAL PROVISIONS

A. SCOPE OF SERVICES ________________________________________________________ 14

B. DESIGN REPORTS ___________________________________________________________ 15

C. MEETINGS _______________________________________________________________ 15

D. SERVICES PROVIDED BY THE DEPARTMENT _____________________________________ 16

E. ACCESS TO RECORDS _______________________________________________________ 16

F. INSURANCE REQUIREMENTS ________________________________________________ 16

G. PROSECUTION AND PROGRESS _______________________________________________ 17

H. BASIS OF PAYMENT ________________________________________________________ 18

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1. DEFINITIONS

(1) “DEPARTMENT” means and includes Waukesha County and the Waukesha County Department of Public Works and its authorized representatives.

(2) “CONSULTANT” means the engineering company providing design engineering

(professional services) for the PROJECT under this CONTRACT.

(3) “PROJECT” means a specific section of highway proposed for improvement by the DEPARTMENT in this CONTRACT.

(4) “Services” means the engineering services, labor, equipment, and materials furnished by CONSULTANT in accordance with this CONTRACT.

(5) “MANUAL” means the most recent edition of WDOT’s Facilities Development Manual and other manual furnished therein.

2. SCOPE OF SERVICES

A. GENERAL

(1) The Services under this CONTRACT shall consist of performing those phases or portions of the design engineering for the PROJECT necessary or incidental to accomplish the PROJECT.

(2) The CONSULTANT shall furnish all Services and labor necessary to conduct and complete the Services, and shall furnish all materials, equipment, supplies, and incidentals other than those designated in writing as to be furnished by the DEPARTMENT.

(3) The Services under this CONTRACT shall be performed in accordance with generally accepted standards of the engineering profession and requirements contained within the MANUAL.

(4) The Services shall comply with the applicable state and federal laws and regulations consistent with the funding to this PROJECT.

(5) The CONSULTANT shall from time to time during the progress of the work confer with the DEPARTMENT and shall prepare and present such information and studies as may be pertinent and necessary or as may be requested by the DEPARTMENT to enable it to pass judgment on the features of the work. The CONSULTANT shall make such changes, amendments, or revisions in the detail of the work as may be required by the DEPARTMENT. The DEPARTMENT reserves the right to select the alternative to be used and may request that additional alternatives be studied. The CONSULTANT is not relieved from the responsibility for continuing adherence to generally accepted standards of the profession by DEPARTMENT required changes in detail of the Services.

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(6) At the request of the DEPARTMENT, and during the progress of the work, the CONSULTANT shall furnish such maps, portions of plans, or other information or data relating to its work under this CONTRACT as may be required to enable the DEPARTMENT to carry out or to proceed with related phases of the PROJECT not covered by this CONTRACT, or which may be necessary to enable the DEPARTMENT to furnish information to the CONSULTANT upon which to further proceed with the work.

(7) The CONSULTANT's principal contact with the DEPARTMENT shall be through the Waukesha County Director of Public Works.

B. TRAFFIC DATA COLLECTION AND MODELLING

(1) The CONSULTANT shall provide signal coordination timing plans for the weekday AM and PM peak hour periods for ten (10) signalized intersections. The services will revolve around two (2) traffic diversions for the US 41 Mitigation (Silver Spring Drive to Good Hope Road) contract.

The intersections requiring traffic engineering services are as follows:

1. Good Hope Road with Lilly Road

2. Pilgrim Road with Good Hope Road

3. Pilgrim Road with Mill Road

4. Pilgrim Road with Silver Spring Drive

5. Silver Spring Drive with Lilly Road

6. Hampton Road with Lilly Road

7. Good Hope Road with Flint Drive

8. Pilgrim Road with Kendel Place/Shawn Circle

9. Pilgrim Road with Lisbon Road

10. Hampton Road with 127th Street

The traffic signal timing/coordination shall be developed for the following diversions:

1. US 41 long term lane closure/diversion Silver Spring Drive to Good Hope Road, Summer 2026

2. US 41 no lane closure late Fall 2026 (utilize existing signal timings)

(2) The CONSULTANT shall develop existing conditions base map for AM and PM peak hours. The CONSULTANT shall prepare weekday AM and PM diversion base maps with geometry and volumes.

(3) The CONSULTANT shall coordinate for diversion volumes for 24-hour, AM peak, and PM peak. The CONSULTANT shall develop diversion turning movement volumes for AM peak and PM peak TMCs for 2026.

(4) The CONSULTANT shall utilize existing volumes for Post Diversion Volumes for the Fall 2026 diversion.

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C. TRAFFIC ANALYSIS AND SIGNAL TIMING PLANS

(1) The CONSULTANT shall analyze the existing Weekday AM and PM peak conditions at the ten (10) intersections.

(2) The CONSULTANT shall perform a traffic analysis in regards to signal timing modifications during Weekday AM and PM peaks at the ten (10) intersections.

(3) The CONSULTANT shall provide final recommendations and develop/implement signal timing plans for the AM and PM peak for the Summer 2026 diversion.

(4) The CONSULTANT shall monitor and adjust signal timings in controllers during the summer 2026 diversion.

(5) The CONSULTANT shall implement signal timings in controllers for the Fall

2026 post diversion.

D. MEETINGS

(1) Meetings may be scheduled at the request of the CONSULTANT or the DEPARTMENT for the purpose of discussing and reviewing the Services under this CONTRACT.

(2) Meeting schedules are to be coordinated with the DEPARTMENT to ensure that

DEPARTMENT representatives are available to attend the meetings.

(3) Meetings shall consist of one (1) virtual kick off meeting and two (2) virtual meetings with the DEPARTMENT for 2026 diversion signal timing modifications and expectations.

3. PROSECUTION AND PROGRESS

(1) Services under this CONTRACT shall commence upon written order from the

DEPARTMENT to the CONSULTANT which order will constitute authorization to proceed.

(2) The CONSULTANT shall complete the Services under this CONTRACT within the time for completion specified elsewhere in this CONTRACT. The time for completion shall be construed to begin upon written order from the DEPARTMENT and shall end with the DEPARTMENT's written notification to the CONSULTANT acknowledging formal acceptance of the completed Services. The time for completion shall not be extended because of any delay attributable to the CONSULTANT but may be extended by the DEPARTMENT in the event of a delay attributable to the DEPARTMENT, or because of unavoidable delays caused by an act of God, war, governmental actions, or other conditions

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beyond the control of the CONSULTANT.

(3) Services by the CONSULTANT shall proceed continuously and expeditiously through completion of each phase.

(4) Progress reports documenting the extent of completed Services shall be prepared by the CONSULTANT and submitted to the DEPARTMENT not less than quarterly according to the MANUAL. Progress reports submitted with each invoice under Section 4.A.(4) of these provisions serve to fulfill this requirement.

(5) The CONSULTANT shall notify the DEPARTMENT in writing when the

CONSULTANT has determined that the Services under this CONTRACT have been completed. Upon the DEPARTMENT's subsequent determination that the Services have been satisfactorily completed, the DEPARTMENT will provide written notification to the CONSULTANT acknowledging formal acceptance of the completed Services.

(6) Unless the CONTRACT has been terminated prior to the completion of the

Services, the CONTRACT shall not be considered terminated upon completion and acceptance of the Services, or upon final payment but shall be considered to be in full force and effect for the purposes of requiring the CONSULTANT to make revisions or corrections in the Services as are necessary to correct errors or omissions made by the CONSULTANT in the Services, or for the purposes of having the CONSULTANT make revisions in the Services at the request of the DEPARTMENT as "Extra Services".

(7) The CONTRACT will be considered terminated when the construction of the

PROJECT has progressed sufficiently to make it manifest that the construction can be completed without further revisions in the Services, or if the CONSULTANT is released prior to such time by written notice from the DEPARTMENT, or if more than three (3) years have elapsed following formal written notification of final acceptance of the Services by the

DEPARTMENT.

B. DELAYS AND EXTENSIONS

(1) Delays in completing the Services within the time provided for completion as specified elsewhere in this CONTRACT, for reasons not attributable to the CONSULTANT, may constitute justification for additional compensation to the extent of documentable increases in costs of labor, Services, or materials as a result thereof. Failure of the CONSULTANT to submit a formal written request for an extension of time prior to the expiration of CONTRACT time shall constitute a basis for denying any cost adjustments for reasons of delay.

(2) Delays grossly affecting the completion of the Services within the time specified for completion, attributable to or caused by one of the parties hereto, shall be considered as cause for the termination of this CONTRACT by the other party.

C. TERMINATION OF CONTRACT

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(1) The DEPARTMENT reserves the right to terminate all or part of this

CONTRACT at any time upon not less than ten (10) days' written notice to the

CONSULTANT.

(2) In the event the CONTRACT is terminated by the DEPARTMENT without fault on the part of the CONSULTANT, the CONSULTANT shall be paid for the Services rendered, an amount bearing the same ratio to the total CONTRACT price as the amount of Services completed or partially completed and delivered to the DEPARTMENT bears to the total amount of Services provided for herein, as determined by mutual agreement between the DEPARTMENT and the CONSULTANT as a CONTRACT amendment.

(3) In the event the Services of the CONSULTANT are terminated by the

DEPARTMENT for fault on the part of the CONSULTANT, the CONSULTANT shall be paid the reasonable value of the Services rendered and delivered to the DEPARTMENT up to the time of termination. The value of the Services rendered and delivered, and the amount to be paid shall be determined by the DEPARTMENT.

(4) In the event the CONSULTANT shall terminate this CONTRACT for cause set forth under the provisions of Section 3.B.(2) of these provisions, the CONSULTANT shall be paid as set forth in Section 3.C.(2) above.

(5) In the event of the death of any member or partner of the CONSULTANT's firm, the surviving members shall complete the Services, unless otherwise mutually agreed upon by the DEPARTMENT and the survivors, in which case the CONSULTANT shall be paid as set forth in Section 3.C.(2) above.

D. SUBLETTING OR ASSIGNMENT OF CONTRACT

(1) The CONSULTANT shall not sublet or assign any part of this CONTRACT without the prior written approval of the DEPARTMENT. When the CONSULTANT is authorized to sublet or assign a portion of the Services under this CONTRACT, the CONSULTANT shall perform, with its own organization, Services amounting to at least one-half of the original CONTRACT amount.

(2) Consent to assign, sublet or otherwise dispose of any portion of the CONTRACT shall not be construed to relieve the CONSULTANT of any responsibility for the fulfillment of the CONTRACT.

(3) When the CONSULTANT subcontracts for the performance of a portion or any phase of the Services under this CONTRACT, the subcontract shall provide for the performance of such Services to the full scope as contemplated in this CONTRACT and to the same standards and concept as if performed by the prime CONSULTANT.

(4) No subletting, subcontracting or assignment of any portion of the Services under this CONTRACT shall state, imply, intend or be construed to limit the legal liability of either

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the prime CONSULTANT or the subcontractor.

4. BASIS OF PAYMENT

(1) The CONSULTANT will be paid by the DEPARTMENT for the completed and approved Services rendered under this CONTRACT on the basis and at the CONTRACT price set forth elsewhere in the CONTRACT, and for "Extra Services", if any, at the compensation as set forth in the approved written CONTRACT amendments covering such services. Such payment shall be full compensation for Services rendered and for all labor, material, supplies, equipment and incidentals necessary to complete the Services.

(2) If, as may be provided elsewhere in this CONTRACT, compensation is to be made on more than one basis, the payment to be made shall be the aggregate sum of the amounts determined on the several bases.

(3) Reimbursement for costs will be limited to those which are allowable under 48

CFR § 1-31.2, Federal Acquisition Regulation, and by DEPARTMENT policy.

(4) The CONSULTANT shall submit invoices, on the form or format similar to that specified in the MANUAL, not more than once per month during the progress of the Services, for partial payment on account, for the authorized work completed to date. Progress reports identified in 3.A.(4) shall be submitted with each invoice. The final invoice shall be submitted to the DEPARTMENT within three (3) months of completion of Services under this CONTRACT.

(5) Should this CONTRACT contain more than one PROJECT a separate invoice and a separate final statement shall be submitted for each individual PROJECT.

(6) No payment shall be construed as DEPARTMENT’s acceptance of unsatisfactory or defective Services or improper materials. Final payment of any balance due the CONSULTANT will be made promptly upon its verification by the DEPARTMENT, upon completion of the Services under the CONTRACT and its acceptance by the DEPARTMENT, and upon receipt of documents required to be returned or to be furnished under this CONTRACT.

(7) The DEPARTMENT has the equitable right to set off against any sum due and payable to CONSULTANT under this CONTRACT, any amount the DEPARTMENT determines the CONSULTANT owes the DEPARTMENT, whether arising under this CONTRACT or under any other CONTRACT or otherwise.

(8) The CONSULTANT and any subcontractors to the CONSULTANT shall maintain all documents and evidence pertaining to costs incurred under this CONTRACT for inspection by the DEPARTMENT during normal business hours in their respective offices for a period of three (3) years following final CONTRACT payment.

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(9) Compensation in excess of the total CONTRACT amount will not be allowed unless justified and authorized by an approved written CONTRACT amendment.

(10) Compensation for improper performance by the CONSULTANT will not be allowed.

(11) The CONSULTANT shall pay subcontractors within ten (10) days of receipt of a payment from the DEPARTMENT for services performed within the scope of this CONTRACT.

B. SERVICE ORDERS, EXTRA SERVICES, OR DECREASED SERVICES

(1) Written orders regarding the Services, including Extra Services or decreased

Services, will be given by the DEPARTMENT.

(2) Orders that do not change the scope of Services in the CONTRACT, but may increase or decrease the quantity of labor or materials or expense of the Services, shall not annul or void this CONTRACT. The CONSULTANT must proceed with the Services as directed by furnishing the necessary labor, materials and professional Services to complete the Services within the time limits specified in the Service Order Schedules or as adjusted by written agreement of the parties.

(3) If in the CONSULTANT's opinion the orders would require the discarding or redoing of Services which were based upon earlier direction or approvals, the CONSULTANT must notify the DEPARTMENT, in writing, of its opinion if it desires extra compensation. Such notification shall be in accord with paragraph B.(5) of this Section.

(4) Any orders given by the DEPARTMENT which would involve Services not within the scope of Services of this CONTRACT will require a written order for "Extra Services" as described in Section 4.B.(1)and (2) of this CONTRACT.

(5) If, in the CONSULTANT's opinion, orders involve Services not included in the terms or scope of Services of this CONTRACT, the CONSULTANT must notify the DEPARTMENT, in writing, if it is the CONSULTANT's opinion that extra compensation or additional time allowance is warranted. Such notification shall include the justification for the claim for extra compensation and the amount of additional fee requested.

(6) The DEPARTMENT will review the CONSULTANT's submittal and, if acceptable, approve a change order as an amendment to this CONTRACT. Services under a change order shall not proceed until so authorized by the DEPARTMENT by written CONTRACT amendment. Such change orders shall include appropriate time extensions when the DEPARTMENT determines they are warranted.

(7) Should the DEPARTMENT determine to make a change in the PROJECT location from that covered by the information furnished by it to the CONSULTANT, or to

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make a change in the basic design from that set forth in the approved Design Study Report, and that would necessitate substantial revision of previously completed and accepted Services, such substantial revisions may be considered as “Extra Services”.

5. MISCELLANEOUS PROVISIONS

A. DESIGN STANDARDS

Preparation of plans and specifications shall be accomplished in accordance with the current standards as specified and criteria as contained in the MANUAL and shall be consistent with generally accepted professional practice. Compliance with standards and criteria as may be provided through revisions to the MANUAL and made subsequent to the execution of this CONTRACT shall be in accordance with Section 4.B. of these provisions.

B. REVISION OF COMPLETED PLANS

(1) The CONSULTANT shall make such revisions in plans which have been completed, approved, and accepted by the DEPARTMENT as are necessary to correct errors or omissions in the plans, when required to do so by the DEPARTMENT without compensation from the DEPARTMENT.

(2) Should the DEPARTMENT find it desirable for its own purposes to have previously satisfactorily completed and accepted plans or parts thereof revised, the CONSULTANT shall make such revisions if requested and as directed by the DEPARTMENT. These Services shall be considered as "Extra Services" and will be paid for as such.

C. OWNERSHIP OF DOCUMENTS

(1) All materials, guides, written instructions, plans, documents, correspondence, forms, computer files, databases, electronic mail messages, work product or other information of any type (“Project Documents”) created by CONSULTANT under this CONTRACT are works created for hire and are the property of the DEPARTMENT. All Project Documents provided to CONSULTANT by the DEPARTMENT or by any third party which pertains to this CONTRACT are property of the DEPARTMENT.

(2) Upon demand by the DEPARTMENT, all Project Documents shall be delivered to the DEPARTMENT within ten (10) business days. Failure to timely provide any Project Documents upon demand shall be cause for termination of this CONTRACT.

(3) Upon completion or termination by the DEPARTMENT, all Project Documents shall be delivered to the DEPARTMENT. Project Documents may be used without restriction by the DEPARTMENT for any purpose. Any such use shall be without compensation or liability to the CONSULTANT. The DEPARTMENT has all rights to copyright or otherwise protect the Project Documents which are the property of the

DEPARTMENT.

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D. CONTINGENT FEES

The CONSULTANT warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for the CONSULTANT, to solicit or secure this CONTRACT, and that the CONSULTANT has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this CONTRACT. For breach or violation of this warranty, the DEPARTMENT shall have the right to terminate this CONTRACT without liability, or in its discretion to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

E. ACCESS TO RECORDS

The CONSULTANT as well as its subcontractors, if any, agree to maintain all books, documents, papers, accounting records and other evidence pertaining to all costs incurred under this CONTRACT and to make such materials available at their respective offices at all reasonable times during the CONTRACT period and for three (3) years from the date of final payment under the CONTRACT, for inspection by the DEPARTMENT and copies thereof shall be furnished if requested. If more than a normal quantity of copies are requested, the additional copies shall be furnished at the expense of the requestor. The CONSULTANT will maintain these records at the location specified elsewhere in the

CONTRACT.

F. LEGAL RELATIONS

(1) The CONSULTANT shall become familiar with and shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations which in any manner affect the Services or CONSULTANT's conduct.

(2) In carrying out any provisions of this CONTRACT or in exercising any power or authority granted to the DEPARTMENT, there shall be no personal liability upon the authorized representatives of the DEPARTMENT it being understood that in such matters they act as agents and representatives of the DEPARTMENT.

(3) The CONSULTANT shall be responsible for any and all damages to property or persons arising out of a negligent act, error and/or omission in the CONSULTANT's performance of the Services under this CONTRACT.

(4) The CONSULTANT shall indemnify and save harmless the DEPARTMENT and all of its officers, agents, and employees on account of any damages to persons or property resulting from negligence of the CONSULTANT in connection with prosecution and completion of the Services covered by this CONTRACT or noncompliance with any applicable federal, state or local laws.

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G. NON-DISCRIMINATION IN EMPLOYMENT

(1) During the performance of this CONTRACT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows: In connection with the performance of Services under this CONTRACT, the CONSULTANT agrees not to discriminate against any employee or applicant for employment because of age, race, creed, color, disability, marital status, sex, national origin, ancestry, sexual orientation, membership in the national guard, state defense force or any other reserve component of the military forces of the United States or this state, declining to attend a meeting or participate in any discussion regarding political or political matters that substantially and adversely affect the general welfare of the state, or use or nonuse of lawful products off the employer’s premises during nonworking hours.

CONSULTANT may refuse to employ individuals based on conviction and arrest records only as allowed by sec. 111.335, Wis. Stats., This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available for employees and applicants for employment, notices to be provided by the DEPARTMENT setting forth the provisions of the nondiscrimination clause.

(2) The CONSULTANT will comply with the regulations of the State of Wisconsin, WDOT and the DEPARTMENT relative to nondiscrimination in Federally-assisted programs of the Department of Transportation (Title 49,Part 26, Code of Federal Regulations, hereinafter referred to as the “REGULATIONS”), which are herein incorporated by reference and made a part of this CONTRACT.

(3) The CONSULTANT, with regard to the Services performed by it after award and prior to completion of the Services, will not discriminate on the grounds of race, color, religion, sex, sexual orientation, gender identity or national origin.in the selection and retention of subcontractors, including procurements of materials and leases of equipment.

The CONSULTANT will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the CONTRACT covers a program set forth in Appendix B of the REGULATIONS.

(4) In all solicitations either by competitive bidding or negotiation made by the

CONSULTANT, for Services to be performed under a subcontract including procurements of materials or equipment, each potential subcontractor or supplier shall be notified by the CONSULTANT of the CONSULTANT's obligations under this CONTRACT and the REGULATIONS relative to nondiscrimination on grounds of race, color, religion, sex, sexual orientation, gender identity or national origin.

(5) The CONSULTANT will provide all information and reports required by the

REGULATIONS, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the DEPARTMENT to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the DEPARTMENT and shall set forth

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what efforts it has made to obtain the information.

(6) In the event of the CONSULTANT's noncompliance with the nondiscrimination provisions of this CONTRACT, the DEPARTMENT shall impose such CONTRACT sanctions as it may determine to be appropriate including, but not limited to:

(a) Withholding of payments to the CONSULTANT under the CONTRACT until the CONSULTANT complies; or

(b) Cancellation, termination or suspension of the CONTRACT in whole or in part; or both.

(7) The CONSULTANT will include the provisions for nondiscrimination in every subcontract, including procurements of materials and leases of equipment, unless exempt by the REGULATIONS, order or instructions issued pursuant thereto. The CONSULTANT will take such action with respect to any subcontract or procurement as the DEPARTMENT may direct as a means of enforcing such provisions including sanctions for noncompliance.

Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the DEPARTMENT to enter into such litigation to protect the interests of Waukesha County.

H. EQUAL EMPLOYMENT OPPORTUNITY (All Contracts Exceeding $10,000)

During the performance of this CONTRACT, the CONSULTANT agrees as follows:

(1) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the CONSULTANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity or national origin.

(2) The CONSULTANT will comply with all provisions of Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60) and all subsequent amendments to the Executive Orders and regulations.

(3) The CONSULTANT will furnish all information and reports required by

Executive Order 11246 and by rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the DEPARTMENT, for purposes of investigation to ascertain compliance with such rules, regulations and orders.

(4) The CONSULTANT will include the provisions of this Section entitled "Equal

Employment Opportunity" in every subcontract in excess of $10,000.

I. ERRORS AND OMISSIONS

(1) The CONSULTANT shall be responsible for the accuracy of the Services

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performed by the CONSULTANT under the CONTRACT, and shall promptly make necessary revisions or corrections to its Services resulting from its negligent acts, its errors or its omissions without additional compensation.

(2) The CONSULTANT shall give immediate attention to these revisions or corrections to prevent or minimize delay to the PROJECT.

(3) The CONSULTANT shall be responsible to the DEPARTMENT for any losses to or costs to repair or remedy as a result of CONSULTANT's negligent acts, errors or omissions.

J. CONFLICT OF INTEREST

(1) The CONSULTANT warrants that neither it nor any of its affiliates has any financial or other personal interest that would conflict in any manner with the performance of the Services under this CONTRACT, and that neither it nor any of its affiliates will acquire directly or indirectly any such interest.

(2) The CONSULTANT warrants that it will not employ for any Services included under the provisions of this CONTRACT any person who is employed by the DEPARTMENT at the time of execution or during the life of this CONTRACT without prior written approval from the DEPARTMENT.

(3) The CONSULTANT warrants that it will immediately notify the DEPARTMENT if an actual or potential conflict of interest arises or becomes known to the CONSULTANT.

Upon receipt of such notification, a review by the DEPARTMENT and written approval is required for the CONSULTANT to continue to perform work under this CONTRACT.

6. SPECIAL PROVISIONS

A. SCOPE OF SERVICES

The work under this CONTRACT shall consist of traffic modeling, conducting traffic turning movement counts, and developing and implementing signal timing and coordination plans. Signal timings will be monitored and adjusted during the IH 41 diversions.

Background and Current Condition

The Wisconsin Department of Transportation (WisDOT) and the Waukesha County Department of Public Works (DPW) have executed a formal agreement to collaborate on the I‑41 Zoo Freeway project (Silver Spring Dr to Good Hope Rd) to enhance safety and mobility for travelers in Waukesha County.

WisDOT has directed the development of a comprehensive, cost-effective Transportation

Management Plan (TMP) to maintain safety, accessibility, and mobility for the traveling public during construction. The TMP will cover I-41 from Silver Spring Drive to Good Hope Road in Milwaukee County and include evaluation and implementation of local alternate and detour routes within approximately two miles of the interstate corridor.

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Scope of Services

The CONSULTANT shall provide timing and signal coordination plans for the weekday AM and PM peak hour periods for ten (10) signalized intersections. The services will revolve around two

(2) traffic diversions for the US 41 Mitigation (Silver Spring Drive to Good Hope Road) contract.

Waukesha County is requesting traffic engineering services on the following intersections:

1. Good Hope Road with Lilly Road

2. Pilgrim Road with Good Hope Road

3. Pilgrim Road with Mill Road

4. Pilgrim Road with Solver Spring Drive

5. Silver Spring Drive with Lilly Road

6. Hampton Road with Lilly Road

7. Good Hope Road with Flint Drive

8. Pilgrim Road with Kendel Place/Shawn Circle

9. Pilgrim Road with Lisbon Road

10. Hampton Road with 12th Street

The traffic signal timing/coordination shall be developed for the following diversions:

1. US 41 long term land closure/diversion Silver Spring Drive to Good Hope Road, Summer

2. US 41 no lane closure during late Fall 2026 (utilize existing signal timing).

A summary of the tasks and services required for this project include:

• Traffic Modelling

• Conduct Traffic Turning Movement Counts

• Update Actuated Traffic Signal Timing Plans

• Coordinate Signal Timing Plans

• Waukesha County Coordination

• Meetings

• Development of Signal Timing Plans

• Implementation of Signal Timings

• Monitoring and Adjusting Timings During IH 41 Diversions

• Technical Memorandum

The work under this Contract shall consist of those engineering and related services in accordance with the most recent version of the WDOT Facilities Development Manual, enumerated herein and specifically including:

• Report

• Project documentation

• Meetings

• Signal timing plans

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B. DESIGN REPORTS

The CONSULTANT shall prepare the following engineering reports/analyses in accordance with the MANUAL, or as directed by the DEPARTMENT, or as specified elsewhere in the

CONTRACT:

(1)

Specific report types that are not required for this PROJECT include: Wetland report, Soils Report, Structure Survey Report, Encroachment Report, Roadside Hazard Report, Pavement Design Report, Design Study Report.

C. MEETINGS

(1) Meetings shall consist of one (1) virtual kick off meeting and two (2) virtual meetings with the DEPARTMENT for 2026 diversion signal timing modifications and expectations.

D. SERVICES PROVIDED BY THE DEPARTMENT

The DEPARTMENT will provide to the CONSULTANT the following for the PROJECT:

(1) Copies of any existing plans

(2) Existing Signal Timings

(3) Turning Movement Counts

(4) Signal Detail Sheets

E. ACCESS TO RECORDS

(1) The CONSULTANT's records of the Services provided under this CONTRACT will be available for inspection and copying at:

Address:

Contact Person:

Phone Number:

Email Address:

F. INSURANCE REQUIREMENTS

(1) Insurance- The CONSULTANT agrees that it will at all times during the term of this CONTRACT, keep in force and effect insurance policies as outlined below, issued by a company or companies authorized to do business in the state of Wisconsin and satisfactory to Waukesha County. Such insurance shall be primary. Upon execution of this CONTRACT, CONSULTANT shall furnish Waukesha County with a Certificate of Insurance and upon request, certified copies of the required insurance policies. The Certificate shall reference this CONTRACT and additional insured status. Waukesha County, through its Risk

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Management-Finance Department, shall be given thirty (30) days’ advance notice of cancellation, nonrenewal, or material reduction of coverages, scope or limits during the term of this CONTRACT.

(2) Worker's Compensation and Employers' Liability Insurance- Statutory worker's compensation benefits and employers' liability insurance with a limit of liability not less than $100,000 each accident. CONSULTANT shall require subcontractors not protected under its insurance to take out and maintain such insurance.

(3) Commercial General Liability Insurance- Policy shall be written to provide coverage for, but not limited to, the following: (1) premises and operations (2) products and completed operations (3) personal injury (4) blanket contractual coverage.

Limits of Liability Not Less Than: $1,000,000 General Aggregate, $1,000,000

Products/Completed Operations Aggregate, $1,000,000 Personal and Advertising Injury, $1,000,000 Each Occurrence, $50,000 Fire Damage.

Waukesha County, its boards, commissions, agencies, officers, employees and representatives shall be named as additional insured and so stated on the Certificate of Insurance.

(4) Automobile Liability Insurance- Business automobile policy covering all owned, hired and non-owned private passenger autos and commercial vehicles. Limit of liability not less than $500,000 combined single limit.

(5) Umbrella Liability Insurance- Coverage to be in excess of employers' liability, commercial general liability, and automobile liability insurance required above. Limits of liability not less than $2,000,000 each occurrence, $2,000,000 aggregate.

(6) Professional Liability/Errors or Omissions Insurance- Policy shall provide liability coverage for damages arising out of the negligent acts, errors, or omissions of the CONSULTANT in the conduct of its work. Limits of liability not less than $500,000 each occurrence/claim, $500,000 aggregate.

(7) Deductibles and Self-Insured Retentions- Any deductibles or self-insured retentions (SIRs) must be declared to and approved by Waukesha County. At the option of Waukesha County, either: the CONSULTANT shall reduce or eliminate such deductibles or SIRs or procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. CONSULTANT understands that any and all deductibles and SIRs shall be assumed by and be for the account of, and at the sole risk of the

CONSULTANT.

(8) Claims-Made Coverage- For claims-made coverage, the retroactive date of coverage for policies in force during this CONTRACT shall be no later than the inception date of this CONTRACT unless the policy in force at the inception date of this CONTRACT is extended indefinitely to cover all acts. Coverage shall be extended beyond this CONTRACT and policy year either by a supplemental extended reporting period for at least two (2) years after work has been completed and accepted with no less coverage or by

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providing a retroactive date no later than the inception date of this CONTRACT for any policy issued within two (2) years after work has been completed and accepted. The retroactive date shall be stated on the Certificate of Insurance.

G. PROSECUTION AND PROGRESS

(1) The CONSULTANT proposes to sublet the following services:

(a)

(2) The following items of work will be completed and submitted to the DEPARTMENT office by the indicated dates, if the CONSULTANT has received the Notice to Proceed by June 1st, 2026.

TASK DATE

Development of Signal Timing Plans May-June 2026 Diversion Monitoring #1 Summer 2026 Diversion Monitoring #2 Fall 2026

H. BASIS OF PAYMENT

(1) The CONSULTANT will be compensated by the DEPARTMENT for Services provided under this CONTRACT on the following basis:

(a) For work performed by the CONSULTANT resulting in approved traffic modeling, traffic signal timing plans, signal timing implementation, diversion monitoring and adjustments and all other documents required within the CONTRACT, A LUMP SUM

OF $__________.

(2) Future Amendments to CONTRACT

The DEPARTMENT will compensate the CONSULTANT for Extra Services under future amendment(s) on the following bases:

(a) The CONSULTANT's actual costs based on the following hourly rates for the CONSULTANT's regular staff:

Classification Hourly Rate Senior PM Project Manager Project Engineer Staff Engineer Technician

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(b) The CONSULTANT's overhead rate of ___% as approved by the DEPARTMENT's current audit.

(a) A fixed fee negotiated by the CONSULTANT and the DEPARTMENT and approved by the DEPARTMENT.