3-2025039 Design-CTH E-Ocono River Tributary Attach A-Proposed Contract.pdf

CTH E – Oconomowoc River Tributary Structure

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Contents

Attachment A - Proposed Contract

RFP # 2025039

Professional Design Services-CTH E-Oconomowoc River Tributary Structure

1. DEFINITIONS

2. SCOPE OF SERVICES

A. GENERAL _________________________________________________________________ 3

B. AGENCY COORDINATION _____________________________________________________ 4

C. UTILITY INVOLVEMENTS _____________________________________________________ 4

D. SURVEYS _________________________________________________________________ 6

E. SOILS AND SUBSURFACE INVESTIGATIONS _______________________________________ 6

F. ROAD PLANS_______________________________________________________________ 7

G. MEETINGS ________________________________________________________________ 8

H. PLANS, SPECIFICATIONS, & ESTIMATES (PS&E) ____________________________________ 8

3. PROSECUTION AND PROGRESS

A. GENERAL _________________________________________________________________ 9

B. DELAYS AND EXTENSIONS ____________________________________________________ 10

C. TERMINATION OF CONTRACT ________________________________________________ 10

D. SUBLETTING OR ASSIGNMENT OF CONTRACT ___________________________________ 10

4. BASIS OF PAYMENT

A. GENERAL ________________________________________________________________ 11

B. SERVICE ORDERS, EXTRA SERVICES, OR DECREASED SERVICES 12

5. MISCELLANEOUS PROVISIONS

A. DESIGN STANDARDS _______________________________________________________ 13

B. REVISION OF COMPLETED PLANS _____________________________________________ 13

C. OWNERSHIP OF DOCUMENTS ________________________________________________ 14

D. CONTINGENT FEES ________________________________________________________ 14

E. ACCESS TO RECORDS _______________________________________________________ 14

F. LEGAL RELATIONS__________________________________________________________ 15

G. NON-DISCRIMINATION IN EMPLOYMENT _______________________________________ 15

H. EQUAL EMPLOYMENT OPPORTUNITY (All Contracts Exceeding

$10,000) 17

I. ERRORS AND OMISSIONS ____________________________________________________ 17

J. CONFLICT OF INTEREST _____________________________________________________ 17

6. SPECIAL PROVISIONS

A. SCOPE OF SERVICES ________________________________________________________ 18

B. DESIGN REPORTS ___________________________________________________________ 19

C. ENVIRONMENTAL DOCUMENTATION __________________________________________ 20

D. AGENCY COORDINATION ___________________________________________________ 20

E. MEETINGS _______________________________________________________________ 20

F. SURVEYS _________________________________________________________________ 21

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G. SOILS AND SUBSURFACE INVESTIGATIONS ______________________________________ 22

H. ROAD PLANS _____________________________________________________________ 23

I. STRUCTURE PLANS ________________________________________________________ 23

J. PLATS ____________________________________________________________________ 25

K. PLANS, SPECIFICATIONS, & ESTIMATES (PS&E) ___________________________________ 25

L. SERVICES PROVIDED BY THE DEPARTMENT _____________________________________ 26

M. ACCESS TO RECORDS _______________________________________________________ 26

N. INSURANCE REQUIREMENTS ________________________________________________ 26

O. PROSECUTION AND PROGRESS _______________________________________________ 27

P. BASIS OF PAYMENT ________________________________________________________ 28

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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 culvert 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. AGENCY COORDINATION

(1) General:

(a) The CONSULTANT shall consult with all affected local, state, and federal agencies and supply them with the necessary information concerning the PROJECT, including exhibits, so as to enable them to discharge their responsibilities within their jurisdiction.

(b) Contact with these agencies shall be made early enough in the development of the PROJECT to enable them to make a timely response so that their comments can be considered at the appropriate stage of Services under this CONTRACT.

These contacts shall be identified within the public involvement plan and public participation log as set forth under the provisions of Section 6. D. of this CONTRACT.

(c) The CONSULTANT shall keep the DEPARTMENT fully informed of its and other agency activities.

(2) Permits - General:

(a) The CONSULTANT shall determine those permits necessary to advance the PROJECT to the letting stage. When unable to make this determination, the CONSULTANT shall confer with the DEPARTMENT.

(b) When a permit is required, the CONSULTANT shall prepare the permit applications, on the forms and in the manner prescribed by the issuing agency, or as indicated in the MANUAL, for execution and submittal by the DEPARTMENT.

C. UTILITY INVOLVEMENTS

(1) General:

(a) The DEPARTMENT will provide the CONSULTANT with a list of known utilities on the PROJECT and a list of contact personnel for utility coordination.

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This list is not warranted to be complete, but is furnished to assist the CONSULTANT to comply with Section 2. C.(2) of the CONTRACT. If necessary, the list should be expanded by the CONSULTANT based on any additional facilities found in the field or based on contacts with other utilities. All known utilities should be invited to the Operational Planning Meeting.

(b) During the development of the work under this CONTRACT, the

CONSULTANT shall confer on an ongoing basis with all utility companies in the PROJECT vicinity in accordance with the MANUAL, to establish mutual understanding on design features of the PROJECT affecting utility facilities.

(c) The CONSULTANT shall coordinate with utility companies to ensure that facility relocations/alterations have been adequately considered.

(d) The CONSULTANT shall keep the DEPARTMENT duly informed of the status and nature of all such coordination activities. The CONSULTANT shall provide the DEPARTMENT with timely plans and information that will permit it to meet its planned construction schedule.

(2) Utility Coordination:

(a) The CONSULTANT shall arrange for all utility coordination as set forth in the

MANUAL, with the exception of negotiating for utility company land interests.

(b) It is the responsibility of the CONSULTANT to locate existing utilities on plans and plats.

(c) CONSULTANT shall provide notifications and PROJECT plans to the affected owners of utility facilities, review the work plans of the utility facility owners, consider their schedules and prepare special provisions as required by sec. 84.063, Wis.

Stats., and Chapter TRANS 220, Wisconsin Administrative Code.

(3) Utility Negotiations/Agreements:

(a) The CONSULTANT shall provide the DEPARTMENT with all necessary

PROJECT information including the names of affected utility companies, the locations of the facilities along the PROJECT, the manner and extent to which they are affected, and exhibits, plans, specifications, estimates, reports, and other pertinent documentation as may be required to enable the affected utility companies to obtain the necessary permits, to enter into any necessary agreements and to adjust and/or relocate their facilities, in accordance with the procedures as set forth in the MANUAL.

(b) The DEPARTMENT will enter into negotiations with the affected utility companies and will prepare all necessary agreements and conveyances.

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(c) The CONSULTANT shall prepare and submit to the DEPARTMENT a Utility Status Report(s), in accordance with the procedures as set forth in the MANUAL.

(4) Plans, Plats and Other Material:

(a) CONSULTANT shall provide the DEPARTMENT with all plans, plats/exhibits, and other material necessary for the acquisition of utility interests. In addition to all other plans, CONSULTANT shall provide one (1) copy of the final plan and plat for each utility line, railroad and municipality located within the PROJECT limits.

D. SURVEYS

(1) The CONSULTANT shall make such surveys as are necessary to accomplish the work under this CONTRACT in accordance with the MANUAL. Such surveys shall be complete, detailed and as accurate as necessary to develop the plans for the design of the PROJECT to the normal standards of the DEPARTMENT and to yield the data necessary for the computation of the quantities of the items of work in the construction of the PROJECT.

(2) Surveys shall include such investigation of the site, locating and field staking as may be necessary to provide adequate ties between railroad and utility facilities and the highway stationing for development of the design.

(3) As required in the MANUAL, surveys shall be referenced to the Wisconsin

County Coordinate system (WISCRS) Waukesha County, NAD 1983 (2011).

E. SOILS AND SUBSURFACE INVESTIGATIONS

(1) The CONSULTANT shall conduct soils and subsurface investigations necessary per normal DEPARTMENT practices as described in Geotechnical Bulletin No. 1, August 1, 1991 or as directed by the District Materials Unit. Copies of the bulletin can be obtained from the District Materials Section/Central Office Soils Section.

(2) The CONSULTANT shall conduct soils and subsurface investigations necessary to determine the suitability of the material in the existing or proposed roadway to sustain the overlying embankment; the need for special treatment of the underlying soils to adequately support the embankment, subgrade, base course or pavement; the suitability of the material for roadway embankment or base courses; and the location of and extent to which bedrock or subsurface water may be encountered in construction.

(3) When completion of the subsurface investigation defined in the CONTRACT is not sufficient to adequately assess subsurface conditions, or provide all the required information for roadway design, the CONSULTANT shall recommend a revised investigation program for authorization by the DEPARTMENT. Such recommendations shall be based on the content of the boring log. The extent of all subsurface investigation performed shall be fully justified in the Soils Report furnished for the PROJECT.

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(4) When sufficient information has been obtained prior to the completion of the anticipated subsurface investigation, the CONSULTANT shall recommend termination of the investigation to the DEPARTMENT. Termination of the investigation shall be justified by the CONSULTANT and substantiated in the Soils Report for the PROJECT.

F. ROAD PLANS

(1) The CONSULTANT shall prepare Road Plans for the PROJECT.

(2) Road Plans are the compilation of documents, reproducible drawings, depicting the location, character, dimensions, and relevant data necessary to the layout and construction of the prescribed work. Road Plans generally consist of the following:

(a) Title Sheet

(b) Typical Cross Sections and General Notes

(c) Special Details including roadway elements, geometric layouts, and salvage/disposal of highway materials.

(d) List of Standard Detail Drawings

(e) Engineering Estimates On Computer Worksheet

(f) Miscellaneous Quantities

(g) Plan and Profile Sheets

(h) Computer Earthwork Data and Mass Diagrams

(i) Cross Sections

(j) Traffic Control Plan

(k) Erosion Control Plan

Road Plans shall be designed in accordance with the current practices of the

DEPARTMENT and in accordance with the principles, standards, and practices adopted by the DEPARTMENT for manual and computer-aided design of highway plans, including its layering, symbol, and color schemes, and shall be developed in accordance with, or be coordinated with the latest edition of the STANDARD SPECIFICATIONS FOR HIGHWAY AND STRUCTURE CONSTRUCTION, of the Wisconsin Department of Transportation, hereinafter referred to as STANDARD SPECIFICATIONS.

(3) The CONSULTANT shall develop sufficient alternative or trial alignments, profiles, or other geometric configurations to enable selection of the design that provides the best balance between practical construction considerations, right of way requirements, aesthetics, blending with the topography, and costs. The roadway profiles are to provide a "good fit" to the terrain to minimize earthwork and grading costs and to develop the configuration of other roadway elements such as bridges, intersections and cross-sections.

Such trial designs or adjustments are considered essential phases of good engineering design and are required work under this CONTRACT.

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(4) Road Plans may be developed using either manual or computer-aided design systems. Plan preparation shall be in accordance with the prescribed methods and on the approved plan sheet vehicles described in the MANUAL.

(5) Plans for minor incidental retaining walls less than six (6) feet in height and pipe type structures in this CONTRACT shall be considered as special construction details of the Road Plans and not as Structure Plans.

(6) The DEPARTMENT will furnish to the CONSULTANT such survey notes, partially completed plans or other data as may be available for use in the preparation of the plans. Such partial plans shall be considered only as preliminary information subject to further development.

(7) In preparation of Road Plans, the CONSULTANT shall prepare and furnish to the

DEPARTMENT specifications for construction work included in the plans which are not covered by the STANDARD SPECIFICATIONS of the DEPARTMENT, and such amendments to or revisions of the STANDARD SPECIFICATIONS as may be required to properly cover the work contemplated by the plans.

(8) The CONSULTANT shall furnish such other pertinent information and data with respect to the plans and design as may be necessary for completion of work under this

CONTRACT.

(9) Plans are subject to review and examination by the DEPARTMENT. Such review and examination may be made on the site of the PROJECT.

G. 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

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

DEPARTMENT representatives are available to attend the meetings.

H. PLANS, SPECIFICATIONS, & ESTIMATES (PS&E)

(1) The CONSULTANT shall prepare a complete PS&E as specified in the

MANUAL.

(2) The CONSULTANT shall provide one (1) set of final plans for each utility within the PROJECT limits prior to the PS&E submittal date.

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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 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.

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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

(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.

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(2) 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.

(3) 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.

(4) 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.

(5) 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 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.

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(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.

(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.

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(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 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.

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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.

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

F. LEGAL RELATIONS

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(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.

G. NON-DISCRIMINATION IN EMPLOYMENT

During the performance of this CONTRACT, the CONSULTANT, for itself, its assignees and successors in interest agrees as follows:

(1) 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.

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(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 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.

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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 the Equal Opportunity

Act of 1972.

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

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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 those engineering and related services in accordance with the MANUAL, enumerated herein and specifically including: reports, meetings, road and structure plans, and specifications for the PROJECT resulting in PS&E documents.

Background and Current Condition

The existing CTH E (Kettle Moraine Scenic Drive) crossing over the Oconomowoc River Tributary consists of a concrete box culvert. The crossing is located approximately 3,750 feet north of the CTH VV centerline, in Section 10, T08N, R18E, within the Village of Merton.

The structure is approximately sixty (60) feet in length and is believed to have been constructed about 95 years ago. It consists of a four-foot by four-foot (4' × 4') cast-in-place concrete box with a concrete end wall on the east (inlet) side and a 60-inch corrugated metal pipe extension on the west (discharge) side.

No instances of overtopping have been reported in recent history.

The east-side concrete headwall inlet is of significant concern due to its age and observed deterioration. A recent site inspection revealed a wide vertical crack and that the headwall has tipped outward by approximately 45 degrees.

The County requests that the designer evaluate the current condition of the structure and develop feasible replacement or rehabilitation options, provided they are both hydraulically acceptable and constructible. Construction is anticipated to occur in 2027.

Scope of Services The PROJECT scope is to provide feasible short-term solutions to replace or rehabilitate the existing structure while maintaining the hydraulic profile of the water way. If authorized by the County, long-term replacement or rehabilitation options will also be developed, ensuring the hydraulic profile remains unchanged.

The project scope is to provide feasible short-term solutions to replace or rehabilitate the existing structure while maintaining the hydraulic profile of the water way. If authorized by the County, long-term replacement or rehabilitation options will also be developed, ensuring the hydraulic profile remains unchanged.

In the event of structure replacement, the structure sizes shall be determined by hydraulic modelling. The

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CTH E roadway will remain two (2) lanes with 3-foot paved shoulders to the approach of the structures, the shoulder width and side slopes will be determined in the design process. The short-term structure shall stabilize the structure’s current condition until a long-term solution can be constructed. The long-term structure shall convey the 100-year return interval discharge with a check of the 100-year return interval to check for roadway overtopping. The backwater shall not be raised greater than 0.01 feet for any structure selection. Land acquisition is not anticipated for completion of this project, however; additional right of way or easements will be acquired, if needed.

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

• Survey

• Soil Borings

• Preliminary Roadway and Structure Plans

• Reports

• Agency Coordination and Permits

• Utility Coordination

• Final Roadway and Structure Plans

• Meetings

• PS&E.

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:

• Reports

• Project documentation

• Agency and utility coordination

• Meetings

• Surveys

• Roadway and structure plans

• Specifications resulting in PS&E documents for the PROJECT

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) Wetland Report

(2) Soils Report

(3) Structure Survey Report – This may be in WDOT Structure Survey Report format or in memo format, and shall summarize structure type selection, and the various structure type alternatives considered.

(4) Structure Hydrologic and Hydraulic Report.

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

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C. ENVIRONMENTAL DOCUMENTATION

(1) Wetland Delineation and Wetland Report:

The DEPARTMENT shall prepare a letter to SEWRPC requesting delineation of wetlands by SEWRPC. SEWRPC will delineate and classify all wetlands within and adjacent to the PROJECT corridor for CONSULTANT to survey. If SEWRPC is unable to meet PROJECT schedule, the DEPARTMENT may authorize the CONSULTANT to complete the delineation and classification of wetlands. The CONSULTANT will submit information prepared by SEWRPC describing location, characteristics, and quality of wetlands.

D. AGENCY COORDINATION

(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 Chapter TRANS 400, Wisconsin Administrative Code, and the procedures as set forth in the MANUAL, and shall prepare the necessary application.

(2) Section 404 Permits:

The CONSULTANT shall evaluate the potential for discharge of fill materials into the waters of the United States, in accordance with the provisions of the Clean Water Act and Chapter TRANS 400, Wisconsin Administrative Code and the procedures as set forth in the MANUAL and shall prepare the necessary permit application.

(3) Storm water Management Report:

The CONSULTANT shall prepare any reports as required by City of New Berlin, the City of Waukesha, the City of Pewaukee, and/or Waukesha County as the local approving agency for review and approval.

E. MEETINGS

(1) The CONSULTANT shall hold an Operational Planning Meeting (OPM) to discuss the organization and processing of the services under this CONTRACT. The CONSULTANT shall have staff consisting of PROJECT Manager and Lead Designer at the OPM. The CONSULTANT shall invite all utility companies, local municipality, and other agencies to the OPM. The OPM meetings shall be held at the DEPARTMENT’s facility or on Microsoft Teams.

(2) The CONSULTANT shall meet with the DEPARTMENT to coordinate soils and the sub-surface investigation work efforts. The CONSULTANT shall have staff consisting of the Lead Designer and Designer at the meeting. The meetings shall tentatively be held at the DEPARTMENT’s facility. Meetings may be held via telephone conference call or Microsoft Teams.

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(3) Up to seven (7) monthly meeting(s) may be held to plan, review, and coordinate the

PROJECT with the DEPARTMENT's staff. CONSULTANT shall have staff consisting of the PM, Lead Designer and Designer at the meetings. The meetings shall tentatively be held at the DEPARTMENT’s facility. Meetings may be held via telephone conference call.

(4) The CONSULTANT shall conduct two (2) coordination meetings with utilities having facilities on the PROJECT. The first meeting shall be scheduled at the preliminary plan stage to verify utility location(s) against their system maps and reconcile any discrepancies. The second meeting shall be held upon final plan submittal to incorporate the utility plans into the specifications. The CONSULTANT shall have staff consisting of the Lead Designer at the meetings. The meetings shall tentatively be held at the DEPARTMENT’s facility.

(5) The CONSULTANT shall attend Pre-Construction Meeting.

F. SURVEYS

(1) The limits of survey shall extend 150 feet in both directions along the country highway from the existing structure, and/or the limits necessary for beam guard installation investigation if clear zone is not available. The CONSULTANT shall provide cross sections every 50 feet along CTH E. Additional cross sections shall be provided at each driveway and field entrance, 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; wetland boundary survey;

signs and mailboxes; and the location of all utilities. Topographic survey shall extend 100 feet to the left and right of existing centerline on CTH E.

(2) Though a right of way plat is not anticipated, surveys shall provide information necessary for the accurate representation of existing right of way on the PROJECT plans. This shall include locating property pipes within the survey limits.

(3) Surveys shall include ties to section corners, quarter section corners, and to street lines or block corners in platted areas. These ties shall be in sufficient detail to reestablish the section corners, alignment points, control points, and permit the preparation of proper legal descriptions of the lands acquired.

(4) 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.

(5) Stream channel cross sections shall be completed as required to supplement hydraulic models for the hydraulic analysis of the proposed structure.

(6) The CONSULTANT shall submit all survey data (including description, measured, and computed data) to the DEPARTMENT following specifications and standards outlined in

22 24-2774(16) the FDM or as requested by the DEPARTMENT.