1-2026012 DPW Utility Management Services Contract Document.pdf

Attachment A – Proposed Contract

CONTRACT BETWEEN

WAUKESHA COUNTY

AND

CONSULTANT

FOR

DPW Utility Management Services

This CONTRACT, made and entered into by and between Waukesha County through its Department of Public Works, hereinafter named the DEPARTMENT, and Consultant hereinafter named the CONSULTANT, provides for those services described in detail hereinafter.

The DEPARTMENT proposes Utility Management Services on an as-needed basis, hereinafter named the PROJECT, and which is described as follows:

DPW Utility Management Services

The DEPARTMENT deems it advisable to engage the services of a consultant to provide certain services in conjunction with the PROJECT and has authority to contract for these services.

The CONSULTANT represents that they comply with the Wisconsin Statutes relating to the practice of engineering and signifies their willingness to provide the desired services.

Therefore, in consideration of these premises and of their mutual and dependent agreements, the parties hereto agree as set forth on the following pages 1-19, which are annexed and made a part hereof.

In witness whereof, the parties hereto have caused this CONTRACT to be executed and approved on the date written by their authorized officers or representatives.

By: _____________________________________________ Date

Title: _____________________________________________

APPROVED FOR WAUKESHA COUNTY

Director of Public Works Date

UTILITY MANAGEMENT CONTRACT

TABLE OF CONTENTS

Article Description Page

1. SCOPE OF SERVICES

A. GENERAL

B. CONTROL AND AUTHORITY

C. AGENCY COORDINATION AND COOPERATION

D. MEETINGS AND CONFERENCES

2. PROSECUTION AND PROGRESS

A. GENERAL

B. DELAYS AND EXTENSIONS

C. TERMINATION OF CONTRACT

D. SUBLETTING OR ASSIGNMENT OF CONTRACT

3. BASIS OF PAYMENT

A. GENERAL

B. WORK ORDERS, EXTRA WORK, OR DECREASED WORK

4. MISCELLANEOUS PROVISIONS

A. CONSTRUCTION ENGINEERING STANDARDS

B. REVISION OF SPECIFICATIONS AND PLANS

C. OWNERSHIP OF DOCUMENTS

D. CONTINGENT FEES

E. ACCESS TO RECORDS

F. LEGAL RELATIONS

G. NONDISCRIMINATION IN EMPLOYMENT

H. ERRORS AND OMISSIONS

I. CONFLICT OF INTEREST

J. INDEPENDENT CONSULTANT STATUS

5. SPECIAL PROVISIONS

I. SCOPE OF SERVICES

A. SERVICES TO BE PERFORMED BY THE CONSULTANT

B. SERVICES TO BE PROVIDED BY THE DEPARTMENT

II. PROSECUTION AND PROGRESS

III. BASIS OF PAYMENT

IV. MISCELLANEOUS PROVISIONS

A. AUTHORIZED REPRESENTATIVES

B. ACCESS TO RECORDS

C. INSURANCE

GENERAL CONSTRUCTION PROVISIONS

1. SCOPE OF SERVICES

A. GENERAL

(1) The term "DEPARTMENT" shall mean the Waukesha County Department of Public Works and its authorized representatives.

(2) The term "CONSULTANT" shall mean the individual, partnership, joint ventures, corporation or agency undertaking the performance of the work designated under the terms of this construction management contract.

(3) The term "Specifications" shall mean the Wisconsin Department of Transportation Standard Specifications for Highway and Structure Construction, Edition of 2025, as incorporated in the construction contract specifications, and supplemental specifications thereto.

(4) The term "Special Provisions" shall mean the special directions or requirements particular to a project and not otherwise thoroughly or satisfactorily detailed or presented in the Specifications, and which are contained in the construction contract.

(5) The term "Manual" shall mean the publications of data and information produced by the Wisconsin Department of Transportation for the instruction of its employees, consultants and contractors and furnished in bound or collected form.

(6) The term “Contractor” shall mean the entity performing the construction contract for the PROJECT.

(7) The work under this CONTRACT shall consist of performing to the satisfaction of the DEPARTMENT those engineering services necessary or incidental to accomplish the PROJECT, and which are elsewhere herein defined.

(8) The CONSULTANT shall furnish all services and labor necessary to conduct and complete the work, and shall furnish all materials, equipment, supplies, and incidentals other than those hereinafter designated to be furnished by the DEPARTMENT.

(9) The work under this CONTRACT shall at all times be subject to the review and approval of the DEPARTMENT and shall be under the direction and control of its authorized representative.

(10) The CONSULTANT'S principal contact with the DEPARTMENT shall be through the authorized representative of the DEPARTMENT.

(11) At the request of the DEPARTMENT, the CONSULTANT, during the progress of the work shall furnish such information or data relating to the 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 proceed with the further work.

(12) Compliance with all of the foregoing shall be considered to be within the purview of this CONTRACT and shall not constitute a basis for additional or extra compensation.

(13) The CONSULTANT shall understand and enforce the Wisconsin Department of Transportation Standard Specifications for Highway and Structure Construction (2025 edition), County Special Provisions, County Contract Documents, and applicable standard details.

(14) Utility inspection and documentation will comply with the Wisconsin Department of Transportation Construction and Materials Manual (CMM), Sections 160 and 459, the Wisconsin Department of Transportation Construction Critical Inspection (CCIG) Guide (July 2021), and Waukesha County Records Retention Policy.

B. CONTROL AND AUTHORITY

(1) The authorized representative of the DEPARTMENT will be designated by the Director of Public Works and will be titled the "Program Manager".

(2) The Program Manager will be responsible for, in charge and in direct control of, all engineering services performed under this CONTRACT and all construction activities performed under the construction contract.

(3) An authorized representative shall be designated by the CONSULTANT to serve as on-site supervisor of all CONSULTANT personnel and services performed under this CONTRACT, and to act as liaison between the CONSULTANT and the Program Manager and shall be titled the "Project Engineer".

(4) The DEPARTMENT reserves the right to reject any Project Engineer who it feels is not sufficiently qualified or experienced to carry out the duties as described in section 1.B.(3). The CONSULTANT shall submit a detailed resume for the Project Engineer in order to aid the DEPARTMENT in its evaluation of the CONSULTANT'S personnel. In the event that the Project Engineer is replaced during the CONTRACT the CONSULTANT shall resubmit for the DEPARTMENT'S approval a detailed resume of its replacement. The DEPARTMENT reserves the right to terminate the CONTRACT in the event that the CONSULTANT cannot provide an adequately qualified Project Engineer.

(5) The Project Engineer shall report to, and be directly accountable to, the Program Manager.

(6) The Project Engineer shall give to the Contractor such orders as are necessary during the routine construction activities.

(7) All orders issued by the Program Manager will be transmitted through the Project Engineer to the Contractor. If, in the absence of the Project Engineer, a matter needs prompt attention, the Program Manager will give the necessary orders and then notify the Project Engineer.

(8) In the event of a controversy, the Project Engineer shall first confer with the Program Manager and then transmit the agreed course of action to the Contractor.

(9) In the event the Program Manager and Project Engineer cannot agree, the Program Manager will promptly contact the Director of Public Works or the Engineering Services Manager of the DEPARTMENT who will determine the necessary course of action. The determination will then be transmitted to the Contractor through the Program Manager.

C. AGENCY COORDINATION AND COOPERATION

(1) Special efforts shall be made by the CONSULTANT to inform and advise abutting property owners affected by PROJECT activities and to advise local authorities, police, fire, and emergency services affected by PROJECT activities.

(2) The CONSULTANT shall cooperate fully with the DEPARTMENT and with local agencies, the general public, utilities, railroad companies, and other consultants and contractors when so directed by the DEPARTMENT. Such cooperation may include attendance at meetings and conferences.

D. MEETINGS AND CONFERENCES

(1) Conferences, as may be necessary for the discussion and review of the work under this CONTRACT, shall be scheduled between the CONSULTANT and the DEPARTMENT. These conferences may include field review of the PROJECT.

(2) Conferences shall be held upon the request of the CONSULTANT or the

DEPARTMENT.

(3) Such conferences are in addition to those meetings that are necessary for close coordination during the day-to-day progress of the work.

(4)The CONSULTANT shall conduct the pre-construction conference held between the DEPARTMENT, the Contractor, and involved utilities and agencies, unless otherwise stated elsewhere in the CONTRACT.

(5) The Project Engineer shall also schedule weekly meetings between themself, the Contractor, and the DEPARTMENT. The meetings shall also include any utilities affected by the PROJECT.

2. PROSECUTION AND PROGRESS

(1) Written authority to proceed with the work on any construction project under this CONTRACT will be given by the DEPARTMENT to the CONSULTANT. The DEPARTMENT will not be liable for payment of any work performed by the CONSULTANT prior to such written authorization.

(2) The CONSULTANT shall conduct the pre-construction conference held between the DEPARTMENT, the Contractor, and involved utilities and agencies, unless otherwise stated elsewhere in the CONTRACT.

(3) The CONSULTANT shall notify the DEPARTMENT in writing when they have determined the work under the CONTRACT, as elsewhere described in this CONTRACT, has been completed.

(4) Upon completion of the CONTRACT work, the CONSULTANT shall file a certification of completion with the DEPARTMENT. The document shall certify that the obligations of the CONSULTANT under the CONTRACT are complete and the work performed under the supervision of the CONSULTANT has been completed in substantial conformance with the plans and specifications.

(5) Unless the CONTRACT has been terminated prior to the completion of the work, as provided for in Section 2. C., the CONTRACT shall not be considered completed upon completion and acceptance of the work, or upon final payment therefore, but shall be considered to be in full force and effect for the purposes of requiring the CONSULTANT to make such revisions or corrections in the work as are necessary to correct errors in the work made by the CONSULTANT, or for the purposes of having the CONSULTANT make revisions in the work as Extra Work at the request of the DEPARTMENT.

(6) Should the DEPARTMENT deem it necessary for the CONSULTANT to render additional services for review of contract items, conditions, claims, or litigation matters after completion of, and pertaining to, the PROJECT construction contract, the CONSULTANT agrees to cooperate and render such requested services. Such services shall be paid for as Extra Work in the amount and manner mutually agreed upon by the DEPARTMENT and the CONSULTANT.

(7) A close-out conference may be held prior to completion of this CONTRACT to evaluate the performance of the CONSULTANT, unless otherwise stated elsewhere in the CONTRACT. Attendees shall include the Program Manager, the Project Engineer, the Engineering Services Manager and such other representatives as may be designated by each party to the CONTRACT. The DEPARTMENT will notify the CONSULTANT of the location, date, and time of the meeting and will make the necessary arrangements for the conference. The evaluation shall consider the quality of the CONSULTANT'S work, adequacy of the work, extent of corrections, ability to meet schedules, cooperation, substantiation of costs, documentation of claims, and related subjects. The evaluation shall be considered confidential and shall become a permanent part of the CONSULTANT'S record kept by the DEPARTMENT.

(8) The CONTRACT will be considered completed when the CONSULTANT is released by written notice from the DEPARTMENT.

B. DELAYS AND EXTENSIONS

(1) Delays caused through no fault of the CONSULTANT shall be cause for an extension of time in completion of the work. Time extensions will be granted upon proper claim and justification by the CONSULTANT. Approved time extensions shall also be cause for consideration of adjustments in payment, where warranted.

C. TERMINATION OF CONTRACT

(1) The DEPARTMENT may terminate all or part of this CONTRACT at any time, upon written notice to the CONSULTANT. Such notice shall be sent not less than ten (10) calendar days in advance of the termination date stated in the notice. Prior to the issuance of the written notice to terminate all or part of this CONTRACT, the DEPARTMENT shall meet with the CONSULTANT in order to discuss and possibly resolve the issues causing the termination.

Upon receipt of a termination notice the CONSULTANT shall: (1) Promptly discontinue all services in connection with the PROJECT on the date and time stated in the notice.

(2) The CONSULTANT shall deliver to the DEPARTMENT all data, drawings, specifications, logs, diaries, reports, estimates, summaries, and such other information and materials as the CONSULTANT may have accumulated in performing this CONTRACT, whether complete or ongoing.

(2) In the event the CONTRACT is terminated by the DEPARTMENT without fault on the part of the CONSULTANT, the CONSULTANT shall be paid the reasonable value of the work performed or the services rendered including profit, as determined by mutual agreement between the DEPARTMENT and the CONSULTANT.

(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 work performed or services rendered and delivered to the DEPARTMENT up to the time of termination. The value of the work performed and services rendered and delivered will be determined by the DEPARTMENT.

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

(5) Upon termination, the DEPARTMENT may take over the work and prosecute the same to completion by agreement with another party or otherwise. The DEPARTMENT shall hold the CONSULTANT harmless for any work completed by another party after termination of the CONTRACT and against any misuse of the CONSULTANT'S completed work. The CONSULTANT shall continue to provide insurances for a period of two (2) years after the date given in the termination notice.

D. SUBLETTING OR ASSIGNMENT OF CONTRACT

(1) The CONSULTANT shall not sublet or assign all or any part of the work under this CONTRACT without the prior written approval of the DEPARTMENT. 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.

(2) The CONSULTANT shall submit to the DEPARTMENT a list of all work to be sublet under this CONTRACT for its approval. This list shall contain the name of the subconsultants, the work items they will perform, and a resume of their previous relevant experience.

3. BASIS OF PAYMENT

(1) The CONSULTANT will be paid by the DEPARTMENT for the completed and approved work or services rendered under this CONTRACT on the basis of and at the contract price set forth elsewhere in this CONTRACT, and for Extra Work if any, at the compensation therefor, set forth in the approved written orders covering such work.

Such payment shall be full compensation for work performed or services rendered and for all labor, material, supplies, equipment, and incidentals necessary to complete the work.

(2) Extra Work will be paid for separately and in addition to the payments made in accordance with the foregoing, and in such amounts or manner as stipulated in the orders for Extra Work.

(3) If, when so provided elsewhere in this CONTRACT, compensation for Extra Work shall 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.

(4) The CONSULTANT shall submit to the Program Manager weekly personnel time sheets for approval. These time sheets signed by the Program Manager shall be included with the invoices to be submitted to the DEPARTMENT.

(5) The CONSULTANT may submit invoices to the DEPARTMENT, not more often than once per month during the progress of the work, for partial payment on account for the approved work completed to date by the CONSULTANT. Such invoices shall represent the value of the CONSULTANT'S partially completed work, and shall contain a breakdown of individual personnel hours, the task upon which they were engaged, subconsultant’s costs and expenses. Payments to the CONSULTANT will be limited to 95 percent of the total CONTRACT cost with the five (5) percent retainer being withheld from the last billing(s). The DEPARTMENT will pay the 5 percent retainer upon notice from the CONSULTANT that the CONTRACT work is completed and final acceptance of the work on an annual basis.

(6) Should the CONTRACT contain more than one construction project, any and all invoices and the final statement shall itemize charges by individual project.

(7) Final payment of any balance due to the CONSULTANT of the ultimate gross amount earned will be made promptly upon its verification by the DEPARTMENT, upon completion of the work under this CONTRACT, its acceptance by the DEPARTMENT, and upon receipt of the survey notes, records, reports, final estimates, as-built plans, specifications, manuals, guides, contractor materials conformance records, construction contracts and plans, and other documents required to be returned or to be furnished under this CONTRACT.

B. WORK ORDERS, EXTRA WORK, OR DECREASED WORK

(1) Written orders regarding the work will be given by the DEPARTMENT. Orders that do not change the scope of work in the CONTRACT, but may increase or decrease the quantity of labor or materials or the expense of the work, shall not annul or void this

(2) The CONSULTANT must proceed with the work as directed by furnishing the necessary labor, equipment, materials, and professional services to complete the work within the time limits specified in schedules or as adjusted by agreement of the parties.

(3) If, in the CONSULTANT'S opinion, such orders involve work not included in the terms or scope of this CONTRACT, the CONSULTANT must notify the DEPARTMENT in writing of his opinion if he desires extra compensation.

(4) If, in the CONSULTANT'S opinion, such orders would require the discarding or redoing of work which was based upon earlier direction or approvals, the CONSULTANT must notify the DEPARTMENT in writing of his opinion if he desires extra compensation.

(5) Such notification shall include the justification for the claim for extra compensation and the estimated 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. The DEPARTMENT shall issue a verbal acceptance of the change order within five (5) days of the written submittal and a written acceptance after thirty (30) days. Work under a change order shall not proceed until so authorized by the DEPARTMENT.

4. MISCELLANEOUS PROVISIONS

A. CONSTRUCTION ENGINEERING STANDARDS

(1) All work under this CONTRACT shall be performed in accordance with the current standard practices of the DEPARTMENT and the Wisconsin Department of Transportation as contained in the specifications, special provisions, manuals, guides, and written instructions of the DEPARTMENT and the Wisconsin Department of Transportation.

(2) No variation will be permitted except by written order of the DEPARTMENT.

B. REVISION OF SPECIFICATIONS AND PLANS

(1) The DEPARTMENT may, by written notice and without invalidating this CONTRACT, require changes in the specifications, construction contract plans, or special provisions resulting in the revision or abandonment of work already performed by the CONSULTANT, or resulting in work by the CONSULTANT not contemplated in the CONTRACT and for which full compensation is not provided in the CONTRACT.

(2) Claims by the CONSULTANT for compensation for work resulting from such revisions shall be submitted and processed in accordance with Section 3.B. above.

C. OWNERSHIP OF DOCUMENTS

(1) Upon completion or termination of this CONTRACT the original drawings of all plans, specifications, manuals, guides, written instructions, copies of the construction contract, unused forms and record keeping books, and other written data and information furnished to the CONSULTANT by the DEPARTMENT for the performance of the CONTRACT, and all survey notes, diaries, reports, records, estimates, as-built plans, and other information and data collected or prepared by the CONSULTANT in the performance of this CONTRACT shall be properly arranged and delivered to the DEPARTMENT, and shall become the property of the DEPARTMENT.

(2) Documents collected or prepared by the CONSULTANT in the performance of this CONTRACT may be used without restriction by the DEPARTMENT for any public purpose. Any such use shall be without compensation to the CONSULTANT other than as may be provided in the CONTRACT.

D. CONTINGENT FEES

(1) The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this CONTRACT, and that he has not paid or agreed to pay any company or person, other than a bona fide 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 annul this CONTRACT, without liability, or on 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

(1) The CONSULTANT, and subcontractors to the CONSULTANT if any, agree to maintain for inspection by the DEPARTMENT and County auditors 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 life of the CONTRACT and for three (3) years from the date of final payment under the CONTRACT, and to furnish copies thereof if requested. In addition, the CONSULTANT must furnish the County auditors with requested information, records, and reports regarding powers, duties, activities, organization, property, financial transactions, methods of operation, or any and all other records, reports, or information in their custody. They shall also provide access for the auditors to inspect all property, equipment, and facilities within their custody, if applicable. The auditors shall have access to such reasonable staff time as may be required for the performance of his or her duties. Any information provided to the auditors which is deemed confidential by federal, state, or local laws shall be held as confidential and not disclosed to the public.

(2) If more than a nominal number of copies are requested, the additional copies shall be furnished at the expense of the requesting agency.

(3) The CONSULTANT will maintain these materials at the location specified elsewhere in the CONTRACT.

F. LEGAL RELATIONS

(1) The CONSULTANT shall become familiar with, and shall at all times observe and comply with, all applicable federal, state, and local laws, ordinances, and regulations.

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

G. NONDISCRIMINATION 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 work under this CONTRACT, the CONSULTANT agrees not to discriminate against any employee, applicant, or subconsultants because of sex, age, race, religion, color, handicap, physical condition, developmental disability, or national origin as defined by State statutes and by Federal laws. 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 setting forth the provisions of the nondiscrimination clause.

(2) In the event of the CONSULTANT'S non-compliance with the non-discrimination 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, and/or

b. Cancellation, termination or suspension of the CONTRACT in whole or in part.

(3) The CONSULTANT will include the provisions for non-discrimination in every subcontract, including procurement of materials and leases of equipment, unless exempt by the regulation, 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. In the event the 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 the DEPARTMENT.

H. ERRORS AND OMISSIONS

(1) The CONSULTANT shall be responsible for the accuracy of the work performed under the CONTRACT, and shall promptly make the necessary revisions or corrections resulting from their negligent acts, errors, or omissions without additional compensation.

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

(3) The CONSULTANT shall be responsible for any damages incurred as a result of their errors, omissions, or negligent acts and for any losses or costs to repair or remedy construction.

I. CONFLICT OF INTEREST

(1) The CONSULTANT warrants that they have no public or private interest, and shall not acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the work under the CONTRACT.

(2) The CONSULTANT shall not employ any person currently employed by the DEPARTMENT for any work included under the provisions of the CONTRACT.

(3) No official or employee of Waukesha County shall have any financial interest, either direct or indirect, in the proposal or CONTRACT. No official or employee of Waukesha County shall exercise any undue influence in the awarding of the proposal or

J. INDEPENDENT CONTRACTOR STATUS

(1) The CONSULTANT agrees that it is an independent contractor with respect to the services provided pursuant to this CONTRACT. Nothing in this CONTRACT shall be considered to create the relationship of employer and employee between the parties.

5. SPECIAL PROVISIONS

I. SCOPE OF SERVICES

A. SERVICES TO BE PERFORMED BY THE CONSULTANT

The CONSULTANT agrees to:

(1) Attend all conferences required under the terms of the CONTRACT.

(2) The CONSULTANT shall attend the pre-construction conference and prepare all documents necessary for distribution at the conference.

(3) Designate a Project Engineer, with the duties and responsibilities designated in Section 1.B. of the General Provisions of the CONTRACT.

(4) Become familiar with the standard practices of the DEPARTMENT, the utility permits and contract, and the Contractor's proposed schedule of operations prior to beginning field work under the CONTRACT.

(5) Assign a sufficient number of technically qualified and experienced personnel to the PROJECT to perform the services required under the CONTRACT in a timely manner to avoid delay to the Contractor.

(6) Withdraw any personnel or halt any services no longer required, at the request of the DEPARTMENT, or within a reasonable time after the lack of need becomes apparent to the CONSULTANT.

(7) Perform all field operations in accordance with OSHA regulations and accepted safety practices.

(8) Furnish all equipment required to accomplish the CONSULTANT'S work and to check or test it prior to use on the PROJECT.

(9) Provide for CONSULTANT'S personnel such transportation, supplies, materials, and incidentals as are needed to accomplish the services required under the

(10) Issue routine orders to the Contractor and provide guidance in the proper interpretation of the specifications and plans.

(11) Survey field locations of critical utilities as needed.

(12) Inspect all phases of utility operations

(13) Be the DEPARTMENT’S liaison to the property owners and public along the construction PROJECT. This may include, but is not limited to:

a) Ensuring contractors provide pre-construction public notification according to the construction contract requirements prior to the start of construction.

b) Coordinate with Waukesha County to provide Schedule Updates.

(14) Ensure CONTRACTOR is maintaining traffic control in substantial conformance with the plans, specifications and the Manual for Uniform Traffic Control Devices by notifying the CONTRACTOR of deficiencies found and requiring immediate action including any traffic control that is disturbed by construction methods is replaced to its proper location.

(15) Keep such daily diaries, logs, and records as are needed for a complete record of utility progress, including the Project Engineers' diaries.

(16) Prepare and submit, such periodic, intermediate, and final reports and records as may be required by the DEPARTMENT and as are applicable to the PROJECT, which may include:

a. Project schedule

b. Weekly progress reports

c. Weekly statement of working days and sequence of operations

d. Notice of change in construction status

e. Statement of contract time

f. As-Built Utility Plans

g. Other records and reports as required by the individual PROJECT.

(17) Prepare and submit, if desired by the CONSULTANT, partial payment invoices for services rendered by the CONSULTANT, but not to exceed one submittal per month.

(18) Collect, properly label or identify, and deliver to the DEPARTMENT all original diaries, logs, notebooks, accounts, records, reports, and other documents prepared by the CONSULTANT in the performance of the CONTRACT upon completion or termination of the CONTRACT.

(19) Return, upon completion or termination of the CONTRACT, all specifications, manuals, guides, written instructions, construction contracts and plans, unused forms and record keeping books, and other documents and materials furnished by the DEPARTMENT. The CONSULTANT shall be responsible for replacing lost documents or materials at the price determined by the DEPARTMENT.

(20) Prepare and submit a final payment voucher for services rendered by the

CONSULTANT.

(21) Supply a 24-hour telephone number where the Project Engineer can be reached in the event of an emergency.

(22) Verify the utility company’s work schedule, completion dates, and contractor sequence of construction operations are completed in accordance with the utility permit.

(23) Maintain detailed daily logs of construction activities recording the following or as detailed in the CMM and CCIG:

• Hours on-site, weather conditions, data relevant to questions of extras or deductions, list of site visitors, daily activities, decisions, conversations, general daily observations, and capturing digital photos of construction progress and log.

• Complete the daily logs and deliver digital document(s) to the Program Manager on a weekly basis, or more frequently as determined by the project team.

Handwritten submissions will not be accepted.

(24) Provide weekly progress reports to the Public Works Department.

(25) Document any deviations from plans and report corrective actions.

(26) Notwithstanding the Contractor’s sole responsibility for jobsite safety, immediately report any jobsite accident or incident.

(27) Conduct a final inspection.

(28) Verify completion of utility work and compliance with utility permit.

B. SERVICES TO BE PROVIDED BY THE DEPARTMENT

(1) The DEPARTMENT agrees to:

a. Make available to the CONSULTANT sufficient copies of the utility permit, manuals, guides, written instructions, and other information and data considered by the DEPARTMENT to be necessary to enable the CONSULTANT to perform the work under this CONTRACT to the same standards required of the DEPARTMENT'S personnel.

b. Provide for the use of the CONSULTANT a sufficient supply of the reporting forms considered by the DEPARTMENT to be necessary for the CONSULTANT to perform the work under this CONTRACT to the same standards required of the DEPARTMENT'S personnel.

c. Designate a Program Manager with the duties and responsibilities set forth in Section 1.B. of the General Construction Provisions of the CONTRACT.

d. Provide, through the Program Manager, such assistance and guidance to the CONSULTANT as may be reasonably necessary to perform and complete the CONTRACT in conformance with standard construction engineering practices of the DEPARTMENT.

(2) The DEPARTMENT reserves the right to assign to the PROJECT such DEPARTMENT personnel as may be needed to perform specialized work duties, to provide staff and intern training opportunity, or to augment the CONSULTANT'S personnel. The cost of such DEPARTMENT personnel and services will be deducted from the CONSULTANT'S compensation under this CONTRACT if such assignment is required by the failure of the CONSULTANT to provide a sufficient, properly qualified, and experienced work force, as determined by the DEPARTMENT.

II. PROSECUTION AND PROGRESS

(1) The work under this CONTRACT is anticipated to begin 2-weeks prior to the

Notice to Proceed.

(2) To the extent possible, the CONSULTANT shall complete all annual services to be rendered under this CONTRACT not later than one (1) month after completion of the work order.

III. BASIS OF PAYMENT

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

a. Utility Management Services are based on 1000 hours per one-year period.

See pricing document for estimated work distribution. Hours will be documented and submitted to the DEPARTMENT as part of the weekly report and included in the monthly invoice.

b. Only in the instance of a significant change in PROJECT scope may the

CONSULTANT submit a change order to the DEPARTMENT. No work requiring a change order shall proceed until so authorized by the

DEPARTMENT.

c. Compensation for mileage is included in hourly cost for Utility Management

Services.

d. CONSULTANT time tracking will only include time on-the-project and will not include start of day or end of day travel time to the CONSULTANT’s headquarters or home.

e. A CONSULTANT employee shall be paid for two (2) hours "show-up" time if the employee is sent home, due to work-site conditions, at the direction of the Program Manager. No "show-up" time will be allowed if the CONSULTANT and/or CONSULTANT employee is notified of the no work conditions on the previous day.

(2) Reimbursement for costs will be limited to those which are allowable under (48 FAR) Federal Acquisition Regulations.

(3) The DEPARTMENT can cancel the subsequent years of work within the

CONTRACT by giving notice by April 15th of 2027 or 2028. CONTRACT work cancelled by the DEPARTMENT will not be paid to the CONSULTANT.

(4) The CONSULTANT will be compensated by the DEPARTMENT for Extra Work under future amendment(s) based on the hourly rates provided by the consultant.

IV. MISCELLANEOUS PROVISIONS

A. AUTHORIZED REPRESENTATIVES

(1) The Program Manager for the DEPARTMENT will be _____________, whose work address is 515 W. Moreland Blvd, Waukesha, WI 53188, and whose work telephone number is ____________.

(2) The Project Engineer for the CONSULTANT will be, whose work address is and whose work telephone is .

(3) The CONSULTANT proposes to use the following subconsultants for the

PROJECT:

B. ACCESS TO RECORDS

(1) All documents and evidence pertaining to costs incurred under this CONTRACT will be available for inspection during normal business hours in the CONSULTANT'S office, located at __________________________________________________________for a period of three (3) years following final CONTRACT payment.

C. INDEMNIFICATION AND INSURANCE

(1) Indemnification Agreement- CONSULTANT agrees to indemnify, hold harmless and defend the Waukesha County, its boards, officers, agents, and employees from any and all liability including claims, demands, damages, actions or causes of action, together with any and all losses, costs or expense, including attorney fees, in connection with or related thereto, for bodily injury, sickness, disease, death, personal injury or damage to property or loss of use resulting therefrom arising out of or in connection with or occurring during the course of this CONTRACT where such liability is founded upon or grows out of the acts, errors, or omissions of the CONSULTANT, it's employees, agents, or subcontractors.

(2) 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 the County. Such insurance shall be primary. Upon execution of this CONTRACT, the CONSULTANT shall furnish the 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 if required. The County, through its Department of Administration – Risk Management Division, shall be given thirty (30) days advance notice of cancellation, non-renewal, or material reduction of coverages, scope or limits during the term of this CONTRACT.

(3) 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. The CONSULTANT shall require subcontractors not protected under its insurance to take out and maintain such insurance.

(4) 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, and (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.

(5) 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.

(6) Umbrella Liability Insurance - The coverage is to be in excess of employers’ liability, commercial general liability, and automobile liability insurance required above. The limits of liability shall not be less than $1,000,000 aggregate.

(7) 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 their work.

Limits of liability not less than $500,000 each occurrence/claim, $500,000 aggregate.

(8) Deductibles and Self-Insured Retentions- Any deductibles or self-insured retentions (SIRs) must be declared to and approved by the County. At the option of the 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. The 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.

(9) 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 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.