CITY OF SUN PRAIRIE

CONTRACT FOR

PROFESSIONAL SERVICES

Contract #: 2019 SPU Facilities Study Title: 2019 SPU Facilities Study Department: Sun Prairie Utilities Start Date: __________ End Date: __________

Table of Contents

I. NOTICE TO CONTRACTORS

A. PARTIES

B. PURPOSE

C. COPE OF SERVICES AND SCHEDULE OF PAYMENTS

D. TERM AND EFFECTIVE DATE

E. ENTIRE AGREEMENT

F. ASSIGNABILITY/SUBCONTRACTING

G. DESIGNATED REPRESENTATIVE

H. PROSECUTION AND PROGRESS

I. AMENDMENT

J. EXTRA SERVICES

K. NO WAIVER

L. NON‐DISCRIMINATION

M. SEVERABILITY

N. NOTICES

O. STATUS OF CONTRACTOR/INDEPENDENT/TAX FILING

P. GOODWILL

Q. THIRD PARTY RIGHTS

R. AUDIT AND RETAINING OF DOCUMENTS

S. CHOICE OF LAW AND FORUM SELECTION

T. COMPLIANCE WITH APPLICABLE LAWS

U. CONFLICT OF INTEREST

V. COMPENSATION

W. BASIS FOR PAYMENT

X. DEFAULT/TERMINATION

Y. INDEMNIFICATION

Z. INSURANCE

AA. OWNERSHIP OF CONTRACT PRODUCT

BB. PUBLIC RECORD LAW COMPLIANCE

CC. LIVING WAGE

DD. WEAPONS PROHIBITION

EE. IT NETWORK CONNECTION POLICY

FF. AUTHORITY

GG. COUNTERPARTS, CONTRACT DELIVERY

II. SCOPE OF SERVICES

III. REQUIRED FORMS FROM CONTRACTOR

CONTRACT FOR PURCHASE OF SERVICES

I. NOTICE TO CONTRACTORS

A. PARTIES

This is a contract between Sun Prairie Utilities, an Enterprise Fund of the City of Sun Prairie located in Dane County, Wisconsin, hereinafter referred to as “SPU”, and ___________, of ____________ , _________ , hereinafter referred to as “Contractor”.

The Contractor is a:

(To be completed by Contractor and copy of Contractor’s W9 shall be given to Sun Prairie Utilities Finance Department)

� Corporation

� General Partnership

� Limited Liability Company

� LLP

� Sole Proprietor

� Unincorporated Association

� Other: _______________________

B. PURPOSE

The purpose of this contract is as set forth in Section 3.

C. SCOPE OF SERVICES AND SCHEDULE OF PAYMENTS

Contractor will perform the following services and be paid according to the following schedule(s) or attachment(s): ________________________________

D. TERM AND EFFECTIVE DATE

This contract shall become effective upon execution by the Sun Prairie Utilities Commission Chair, on behalf of Sun Prairie Utilities, unless another effective date is specified in the attachment(s) incorporated in Section 3, however in no case shall work commence before execution by Sun Prairie Utilities. The term of this contract shall be from ____________ to

E. ENTIRE AGREEMENT

This contract for purchase of services, including any and all attachments, exhibits and other documents referenced in Section 3 (hereafter, “Agreement” or “Contract”) is the entire agreement of the parties and supersedes any and all oral contracts and negotiations between the parties.

F. ASSIGNABILITY/SUBCONTRACTING

Contractor shall not assign or subcontract any interest of obligation under this contract without SPU’s prior written approval. All of the services required hereunder will be performed by the Contractor and employees of the Contractor.

G. DESIGNATED REPRESENTATIVE

A. Contractor designates ____________ as contract agent with primary responsibility for the performance of this contract. In case this contract agent is replaced by another for any reason, the Contractor will designate another contract agent within seven (7) calendar days of the time the first terminates his or her employment or responsibility using the procedure set for in Section O, Notices.

B. In the event of the death, disability, removal or resignation of the person designated above as the contract agent, SPU may accept another person as the contract agent or may terminate this agreement under Section Y, at its option.

H. PROSECUTION AND PROGRESS

A. Services under this agreement shall commence upon written order from SPU to the contractor. This order will constitute authorization to proceed.

B. The Contractor shall complete the services under this agreement within the time for completion specified in the Scope of Services, including any amendments. The Contractor’s services are completed when SPU notifies the Contractor in writing that the services are complete and are acceptable. The time for completion shall not be extended because of any delay attributable to the Contractor, but may be extended by SPU in the event of a delay attributable to the Utility, or in the event of unavoidable delay caused by war, insurrection, natural disaster, or other unexpected event beyond the control of the Contractor. If at any time the Contractor believes that the time for completion of the work should be extended because of unavoidable delay caused by an unexpected event, or because of a delay attributable to SPU, the Contractor shall notify SPU as soon as possible, but not later than seven (7) calendar days after such an event. Such notice shall include any justification for an extension of time and shall identify the amount of time claimed to be necessary to complete the work.

C. Services by the Contractor shall proceed continuously and expeditiously through completion of each phase of the work.

D. Progress reports documenting the extent of completed services shall be prepared by the

Contractor and submitted to SPU with each invoice under Section X of this agreement, and at such other times as SPU may specify.

E. The Contractor shall notify SPU in writing when the Contractor has determined that the services under this agreement have been completed. After determination that the services are complete and acceptable, SPU will provide written notification to the Contractor, acknowledging formal acceptance of the completed services.

I. AMENDMENT

This contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any other change in any provision of this contract may only be made by a written amendment, signed by the duly authorized agent or agents who executed this contract.

J. EXTRA SERVICES

SPU may require the Contractor to perform extra services or decreased services, according to the procedure set forth in Section X. Extra services or decreased services means services which are not different in kind or nature from the services called for in the Scope of Services, Section C, but which may increase or decrease the quantity and kind of labor or materials or expense of performing the services. Extra services may not increase the total contract price, as set forth in Section W, unless the contract is amended as provided in Section I above.

K. NO WAIVER

No failure to exercise and no delay in exercising any right, power or remedy hereunder on the part of SPU or Contractor shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver shall affect any event or default other than the event or default specified in such waiver, and any such waiver, to be effective, must be in writing and shall be operative only for the time and to the extent expressly provided by SPU or Contractor therein. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.

L. NON‐DISCRIMINATION

In the performance of work under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment regardless of age, ancestry, arrest and conviction record, color, creed, disability, genetic testing, honest testing, marital status, membership in the National Guard, State Defense Force or any reserve component of the military forces of the United States or this state, national origin, pregnancy or childbirth, race, religion, sex (including sexual harassment), sexual orientation, and use or nonuse of lawful products off of the employer’s premises during nonworking hours.

M. SEVERABILITY

It is mutually agreed that in case any provision of this contract is determined by any court of law to be unconstitutional, illegal or unenforceable, it is the intention of the parties that all other provisions of this contract remain in full force and effect.

N. NOTICES

All notices to be given under the terms of this contract shall be in writing and signed by the person serving the notice and shall be sent registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties listed below:

FOR SUN PRAIRIE UTILITIES: _Attn: Rick Wicklund, Sun Prairie Utilities ‐ Utility Manager_

__125 West Main Street, P.O Box 867 _____________

__Sun Prairie, WI. 53590________________________

FOR THE CONTRACTOR:

O. STATUS OF CONTRACTOR/INDEPENDENT/TAX FILING

It is agreed that the Contractor is an independent Contractor and not an employee of Sun Prairie Utilities or the City of Sun Prairie, and that any persons who the Contractor utilizes and provides services under this contract are employees of the Contractor and are not employees of Sun Prairie Utilities or the City of Sun Prairie.

Contractor shall provide its taxpayer identification number (or social security number) to the Sun Prairie Utilities Finance Department, 125 West Main Street, Sun Prairie, WI. 53590, prior to payment. The Contractor is informed that as an independent contractor, s/he may have a responsibility to make estimated tax returns, file tax returns, and pay income taxes and make social security payments on the amounts received under this contract and that no amounts will be withheld from payments made to this Contractor for these purposes and that payment of taxes and making social security payments are solely the responsibility and obligation of the Contractor. The Contractor is further informed that s/he may be subject to civil and/or criminal penalties if s/he fails to properly report income and pay taxes and social security taxes on the amount received under this contract.

P. GOODWILL

Any and all goodwill arising out of this contract insures solely to the benefit of SPU; Contractor waives all claims to benefit of such goodwill.

Q. THIRD PARTY RIGHTS

This contract is intended to be solely between the parties hereto. No part of this contract shall be construed to add, supplement, amend, abridge or repeal existing rights, benefits or privileges of any third party or parties, including but not limited to employees of either of the parties.

R. AUDIT AND RETAINING OF DOCUMENTS

The Contractor agrees to provide all reports requested by SPU including, but not limited to, financial statements and reports, reports and accounting of services rendered, and any other reports or documents requested. Financial and service reports shall be provided according to a schedule (when applicable) to be included in this contract. Any other reports or documents shall be provided within five (5) working days after the Contractor receives SPU’s written requests, unless the parties agree in writing on a longer period. Payroll records and any other documents relating to the performance of service under the terms of this contract shall be retained by the Contractor for a period of three (3) years after completion of all work under this contract, in order to be available for audit by SPU or its designee.

S. CHOICE OF LAW AND FORUM SELECTION

This contract shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Wisconsin. The parties agree, for any claim or suit or other dispute relating to this contract that cannot be mutually resolved, the venue shall be a court of competent jurisdiction within the State of Wisconsin and the parties agree to submit themselves to the jurisdiction of said court, to the exclusion of any other judicial district that may have jurisdiction over such a dispute according to any law.

T. COMPLIANCE WITH APPLICABLE LAWS

The Contractor 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 conduct of the Contractor and its agents and employees.

U. CONFLICT OF INTEREST

A. The Contractor warrants that it and its agents and employees have no public or private interest, and will not acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the services under this Agreement.

B. The Contractor shall not employ or contract with any person currently employed by Sun Prairie Utilities or the City for any services included under the provisions of this Agreement.

V. COMPENSATION

It is expressly understood and agreed that in no event will the total compensation for services under this contract exceed $_________________.

W. BASIS FOR PAYMENT

A. GENERAL

1. SPU will pay the Contractor for the completed and accepted services rendered under this contract on the basis and at the contract price set forth in Section V of this contract.

SPU will pay the Contractor for completed and approved “extra services”, if any, if such “extra services” are authorized according to the procedure established in this section.

The rate of payment for “extra services” shall be the rate established in this contract.

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

2. The Contractor shall submit invoices, in the form or format approved by SPU, specified in the Scope of Services, Section C of this contract. SPU will pay the Contractor in accordance with the schedule set forth in the Scope of Services. The final invoice shall be submitted to SPU within three months of completion of services under this Agreement.

3. Should this Agreement contain more than one service, a separate invoice and a separate final statement shall be submitted for each individual service.

4. Payment shall not be construed as SPU acceptance of unsatisfactory or defective services or improper materials.

5. Final payment of any balance due the Contractor will be made upon acceptance by SPU of the services under the Agreement and upon receipt by SPU of documents required to be returned or to be furnished by the Contractor under this Agreement.

6. SPU has the equitable right to set off against any sum due and payable to the Contractor under this Agreement, any amount SPU determines the Contractor owes SPU, whether arising under this Agreement or under any other Agreement or otherwise.

7. Compensation in excess of the total Contract price will not be allowed unless authorized by an amendment under Section I, AMENDMENT.

8. SPU will not compensate for unsatisfactory performance by the Contractor.

B. SERVICE ORDERS, EXTRA SERVICE, OR DECREASED SERVICE

1. Written orders regarding the services, including extra services or decreased services, will be given by SPU, using the procedure set forth in Section O, NOTICES.

2. SPU may, by written order, request extra services or decreased services, as defined in Section J of this contract. Unless the Contractor believes the extra services entitle it to extra compensation or additional time, the Contractor shall proceed to furnish the necessary labor, materials, and professional services to complete the services within the time limits specified in the Scope of Services, Section C of this Agreement, including any amendments under Section I of this Agreement.

3. If in the Contractor’s opinion the order for extra service would entitle it to extra compensation or extra time, or both, the Contractor shall not proceed to carry out the extra service, but shall notify SPU, pursuant to Section O of this Agreement. The notification shall include the justification for the claim for extra compensation or extra time, or both, and the amount of additional fee or time requested.

4. SPU shall review the Contractor’s submittal and respond in writing, either authorizing the Contractor to perform the extra service, or refusing to authorize it. The Contractor shall not receive additional compensation or time unless the extra compensation is authorized by SPU in writing.

X. DEFAULT/TERMINATION

A. In the event the Contractor shall default in any of the covenants, agreements, commitments, or conditions herein contained, and any such default shall continue unresolved for a period of ten (10) days after written notice thereof to Contractor, SPU may, at its option and in addition to all other rights and remedies which it may have at law or in equity against contractor, including expressly the specific enforcement hereof, forthwith have the cumulative right to immediately terminate this contract and all rights of Contractor under this contract.

B. Notwithstanding paragraph A., above, SPU may in its sole discretion and without any reason terminate this Agreement at any time by furnishing the Contractor within ten (10) days’ written notice of termination. In the event of termination under this subsection, SPU will pay for all work completed by the Contractor and accepted by SPU.

Y. INDEMNIFICATION

To the fullest extent allowable by law, Contractor hereby indemnifies and shall defend and hold harmless Sun Prairie Utilities, its elected and appointed officials, officers, employees, or authorized representatives or volunteers and each of them from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorneys’ fees, costs, and expenses of whatsoever kind or nature whether arising before, during, or after completion of the work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Contractor or of anyone acting under its direction or control or on its behalf in connection with or incident to the performance of this Agreement regardless if liability without fault is sought to be imposed on Sun Prairie Utilities. Contractor’s aforesaid indemnity and hold harmless agreement shall not be applicable to any liability caused by the sole fault, sole negligence, or willful misconduct of Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers. This indemnity provision shall survive the termination or expiration of this Agreement.

In any and all claims against Sun Prairie Utilities, or any of its directors, officers, employees, or authorized representatives or volunteers by an employee of the Consultant, any subcontractor, or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant or any subcontractor under Worker’s Compensation Acts, Disability Benefit Acts, or other employee benefit acts.

No provision of this Indemnification clause shall give rise to any duties not otherwise provided for by this Agreement or by operation of law. No provision of this Indemnity clause shall be construed to negate, abridge, or otherwise reduce another right or obligation of indemnity that would otherwise exist as to Sun Prairie Utilities under this or any other contract. This clause is to be read in conjunction with all other indemnity provisions contained in this Agreement. Any conflict or ambiguity arising between any indemnity provisions in this Agreement shall be construed in favor of indemnified parties except when such interpretation would violate the laws of the state in which the job site is located.

Contractor shall reimburse Sun Prairie Utilities, its elected and appointed officials, officers, employees, or authorized representatives or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Sun Prairie Utilities, or any of its elected and appointed officials, officers, employees or authorized representatives or volunteers.

Z. INSURANCE

INSURANCE REQUIREMENTS

(Professional)

Unless otherwise specified in this Agreement, the Contractor shall, at its sole expense, maintain in effect at all times during the performance of the Work, insurance coverage with limits not less than those set forth below with insurers and under forms of policies set forth below.

Worker’s Compensation and Employers Liability Insurance – The Contractor shall cover or insure under the applicable Wisconsin labor laws relating to worker’s compensation insurance, all of their employees in accordance with the law in the State of Wisconsin. The Contractor/Consultant shall provide statutory covers for work related injuries and employer’s liability insurance with limits of $1,000,00 each accident, $1,000,000 disease policy limit, and $1,000,000 disease each employee.

Commercial General Liability and Automobile Liability Insurance – The Contractor/Consultant shall provide and maintain the following commercial general liability and automobile liability insurance:

Coverage – Coverage for commercial general liability and automobile liability insurance shall be at least as broad as the following:

1. Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence Form CG 0001)

2. Insurance Services Office (ISO) Business Auto Coverage (Form CA 0001), covering Symbol 1 (any vehicle).

Limits – The Contractor/Consultant shall maintain limits no less than the following:

1. General Liability – One million dollars ($1,000,000) per occurrence ($2,000,000 general aggregate if applicable) for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project/location (with the ISO CG 2503, or ISO CG 2504 endorsement provided to Sun Prairie Utilities) or the general aggregate including product‐completed operations aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability – One million dollars ($1,000,000) for bodily injury and property damage per occurrence limit covering all vehicles to be used in relationship to the Agreement.

3. Umbrella Liability – Five million dollars ($5,000,000) for bodily injury, personal injury and property damage per occurrence in excess of coverage carried for Employers’ Liability, Commercial General Liability and Automobile Liability as described above.

4. Professional Liability – One million dollars ($1,000,000) per claim and annual aggregate.

Required Provisions – The general liability and automotive liability policies are to contain or be endorsed to contain the following provisions:

1. Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers are to be given additional insured status (via ISO endorsement CG 2010, CG 2033 for general liability coverage) as respects:

liability arising out of activities performed by or on behalf of the Contractor(s);

products and completed operations of the Contractor(s); premises occupied or used by the Contractor(s); and vehicles owned, leased, hired or borrowed by the Contractor(s).

2. The coverage shall contain no special limitations on the scope of protection afforded to Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers.

3. For any claims related to this project, the Contractor’s insurance shall be primary insurance as respects Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers. Any insurance, self‐ insurance, or other coverage maintained by Sun Prairie Utilities, its directors, officers, employees, or authorized representatives or volunteers shall not contribute to it.

4. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers.

5. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

6. Each insurance policy required by this agreement shall state, or be endorsed to state, that coverage shall not be canceled by the insurance carrier or the Contractor, except after sixty ((60) days) (10 days for non‐payment of premium) prior written notice by U.S. mail has been given to Sun Prairie Utilities.

7. Such liability insurance shall indemnify Sun Prairie Utilities, its elected and appointed officials, officers, employees or authorized representatives or volunteers against loss from liability imposed by law upon, or assumed under contract by, the Contractor for damages on account of such bodily injury (including death), property damage, personal injury, completed operations, and products liability.

8. The general liability policy shall cover bodily injury and property damage liability, owned and non‐owned equipment, blanket contractual liability, completed operations liability with a minimum of a 24‐month policy extension, explosion, collapse, underground excavation, and removal of lateral support, and shall not contain exclusions for what is commonly referred to by the insurers as the “XCU” hazards. The automobile liability policy shall cover all owned, non‐owned, and hired vehicles. All of the insurance shall be provided on policy forms and through companies satisfactory to Sun Prairie Utilities, and shall have a minimum A.M. Best’s rating of A‐ VII.

Deductibles and Self‐Insured Retentions – Any deductible or self‐insured retention must be declared to and approved by Sun Prairie Utilities. At the option of Sun Prairie Utilities, its elected and appointed officials, officers, employees, or authorized representatives or volunteers, the insurer shall either reduce or eliminate such deductibles or self‐insured retentions.

Evidences of Insurance – Prior to execution of the agreement, the Contractor shall file with the Sun Prairie Utilities Finance Department, a certificate of insurance (Acord Form 25‐S) signed by the insurer’s representative as well as endorsements evidencing the coverage required by this agreement. CG 20 10 11 85 covers all bases OR Form CG 20 10 07 04 for ongoing work exposure AND Form CG 20 37 07 04 for products‐completed operations exposure. Contractor will also provide form CG 28 04 10 93, Earlier Notice of Cancellation with 30 days’ notice.

Such evidence shall include an additional insured endorsement signed by the insurer’s representative. Such evidence shall also include confirmation that coverage includes or has been modified to include all required provisions 1‐8.

Responsibility for Work – Until the completion and final acceptance by SPU of all the work under and implied by this agreement, the work shall be under the Contractor’s responsibility care and control. The Contractor shall rebuild, repair, restore and make good all injuries, damages, re‐erections, and repairs occasioned or rendered necessary by causes of any nature whatsoever.

Sub‐Contractors – In the event that the Contractor employs other contractors (sub‐contractors) as part of the work covered by this agreement, it shall be the Contractor’s responsibility to require and confirm that each sub‐contractor meets the minimum insurance requirements specified above.

AA. OWNERSHIP OF CONTRACT PRODUCT

All of the work product, including, but not limited to, documents, materials, files, reports, data, including magnetic tapes, disks of computer‐aided designs or other electronically stored data or information (the “Documents”), which the Contractor prepares pursuant to the terms and conditions of this contract are the sole property of Sun Prairie Utilities. The Contractor will not publish any such materials or use them for any research or publication, other than as expressly required or permitted by this contract, without the prior written permission of SPU. The grant or denial of such permission shall be at the SPU’s sole discretion.

The Contractor intends that the copyright to the Documents shall be owned by SPU, whether as author (as a Work Made for Hire), or by assignment from Contractor to SPU. The parties expressly agree that the Documents shall be considered a Work Made for Hire as defined by Title 17, United States Code, Section 101(2).

As further consideration for SPU entering into this contract, the Contractor hereby assigns to SPU all of the Contractor’s rights, title, interest and ownership in the Documents, including the right to procure the copyright therein and the right to secure any renewals, reissues and extensions of any such copyright in any foreign country. SPU shall be entitled to the sole and exclusive benefit of the Documents, including the copyright thereto, and whenever required by SPU, the Contractor shall at no additional compensation, execute all documents of assignment of the full and exclusive benefit and copyright thereof to SPU. Any subcontractors and other independent Contractors who prepare portions of the Documents shall be required by the Contractor to execute an assignment of ownership in favor of SPU before commencing work.

BB. PUBLIC RECORD LAW COMPLIANCE

It is the intention of SPU to maintain an open and public process in the solicitation, submission, review, and approval of contacts.

1. The parties acknowledge that SPU is a municipal corporation legally bound to comply with the Wisconsin Public Records Law and Open Meetings Law (see sections 19.32‐19.39 and 19.81‐19.98, Wis. Statutes) and that, unless otherwise clearly allowed by law to be an exception to the Public Record Law and confidential, all aspects of this agreement are subject to open disclosure and are a matter of public record. It is further agreed to that neither party will take any action to obstruct the operation of these laws. To comply with any request under said Public Record Law, the provider/contractor herein shall produce copies of all materials, gathered or produced or modified pursuant to this Contract to SPU, in their original (i.e., electronic or digital, etc.) format at actual cost of reproduction, without profit. According to Wisconsin caselaw, even if records are created or maintained by, or in the custody of, the provider as an independent contractor, they, along with the raw data used to create the record, are nevertheless public records that must be made available to the public within a reasonable time and without delay upon request by any person, and in the format in which they were created. Provider/contractor agrees to hold SPU, its agents, officials and employees harmless and to indemnify them and City for all costs, fees, including all reasonable attorney fees and expenses of all kinds, and any judgments, orders, injunctions, writs of mandamus, and damages or expense of whatever kind for which SPU or its agents, officials or employees may expend or be held liable due to the Provider/contractor’s failure to comply with the Wisconsin Public Records and Open Meetings laws, or with this Agreement.

2. Any Public Records Law request received directly by a contractor related to this Contract with SPU shall immediately be reported to the Utility Manager.

CC. LIVING WAGE (Applicable to contracts exceeding $5000)

Unless exempt, the Contractor agrees to pay all employees employed by the Contractor in the performance of this contract, whether on a full‐time or part‐time basis, a base wage of not less than minimum hourly wage.

DD. WEAPONS PROHIBITION

Contractor shall prohibit, and shall require its subcontractors to prohibit, its employees from carrying weapons, including concealed weapons, in the course of performance of work under this contract, other than while at the Contractor’s or subcontractor’s own business premises.

The requirement shall apply to vehicles used at any SPU work site and vehicles used to perform any work under this contract, except vehicles that are employee’s “own motor vehicle” pursuant to Wis. Stat. sec. 175.60(15m).

EE. IT NETWORK CONNECTION POLICY

If this Contract includes services such as software support, software maintenance, network services, system development services and/or will require a network connection to the SPU network, is hereby incorporated and made a part of this contract and Contractor agrees to comply with the SPU’s computer use policy.

FF. AUTHORITY

Contractor represents that it has the authority to enter into this contract. If the Contractor is not an individual, the person signing on behalf of the Contractor represents and warrants that s/he has been duly authorized to bind the Contractor and sign this contract on the Contractor’s behalf.

GG. COUNTERPARTS, CONTRACT DELIVERY

This contract may be signed in counterparts, each of which shall be taken together as a whole to comprise a single document. Executed copies of the originally signed contract must be delivered to the Sun Prairie Utilities Finance Department. The Finance Department will then be responsible for forwarding an executed copy to the City Clerk’s office. Copies of the contract exchanged by facsimile, electronic scanned copy or similar technology shall not be considered a valid signed contract.

II. SCOPE OF SERVICES

The Scope of Work shall include, but not necessarily be limited to the work described herein.

The Utility recently completed a 3‐Year Strategic Plan, from which one of the main initiatives was to complete a study of our existing facilities, determining needs for expansion or suitability both presently and twenty years into the future. Some of the major factors to consider:

Continued accessibility to customers, developers, contractors and internal departments

Maintaining “best in class” reliability resulting from fast restoration times

Most efficiently and effectively manage disaster recovery and emergency restoration

Providing adequate space for our growing utility and its fleet, materials and inventory

A current office building is less than twenty years old

Maintaining the perception of being an easily accessible, strong community asset

The effects and feasibility of having Customer Service, Operations, and Administration in potentially different locations.

Minimal operational effects of expansion or new construction initiatives

The number of additional staff members the Utility will employ in twenty years

The design criteria to be evaluated includes:

Staff assigned to each room/office

Meeting room(s) sizes and capacity requirements

Office or space for IT servers, water and electric meter testing, SCADA, and mapping

Operational efficient area(s) to best manage disaster recovery and/or emergency restoration

Ability to receive and unload inventory delivered from a semi‐truck

Efficient water filling capabilities for contractor trucks.

Energy efficiency initiatives designed into any proposal, including such things as geo‐thermal, solar, electric vehicle charging stations, LEED construction standards, etc.

Evaluate and incorporate security into any design

Detailed fleet storage design incorporating ease in navigating, accessing, and maintaining

Evaluation and breakdown of non‐heated versus heated storage needs

Difficulty, time and costs estimated with any of the design solution recommendations

Employee and customer parking needs

Aesthetic acceptability of not only building construction standards, but outdoor storage

In summary, the Facilities Study effort will set forth the design criteria groundwork for any future recommended design expansion or new construction. The design criteria to be established includes; assigned staff and population of each room, vehicles stall assignments, spatial needs and configuration of each room, fixed equipment identification and locations, relationship and adjacency requirements, circulation patterns for vehicles and pedestrians, height and width clearances, architectural finish requirements, interior needs including HVAC, power and lighting, information technology, general security, and inventory storage. In conjunction, design criteria must also incorporate both staff and customer parking, along with outdoor storage of materials/inventory.

SPECIFIC PROCESS TASKS AND DELIVERABLES

1. Conduct a Kick‐off Workshop focusing on the Facilities Study evaluation process, including receiving interactive feedback of the vision for the Sun Prairie Utilities facility, organizational structural, operations processes, current facility usage and overview of space needs.

2. Conduct onsite interviews with key Sun Prairie Utilities staff on field operations, equipment parking, material storage, staff support and administrative areas

3. Compile and supply facility data on: fleet composition, inventory materials storage, field crews, supervisors and administration. In tabular form, summarize existing facility data and capacities including: number of vehicles parked, staff assigned, storage areas.

4. Tabulate existing square footage by room and function groups. Show diagram plan of existing Garage and note square footage and current vehicle parking arrangements. Similarly, show current Yard parking and storage usage.

5. Observe the flow of operations, traffic, material, deliveries, staging and personnel. Document the sequence of Yard events throughout the day. Recommend the best relationship the rooms should have to each other along with grouping into compatible zones. Also, identify Yard function flow and relationships. Create diagrams that diagrammatically document how the functions should relate to each other.

6. Explore the functionality and Return on Investment (ROI) of sustainability features; to include but not limited to geothermal, onsite solar generation, LEED construction standards, and electric fleet.

7. Assess the future growth of Sun Prairie Utilities over the next twenty years as it relates to space requirements relating to fleet, material storage, staffing and parking.

8. Conduct a scheduled Progress Workshop presenting field data taken into date and present initial analysis. Gather feedback and input from key users and incorporate feedback into the final Facilities Study.

9. Develop an Optimal Room Tabulation Plan that identifies the needed space and configuration for each room. Compare recommended area spacing needs against existing area usage and identify percent increases.

10. The final deliverable must include, but not be limited to the following:

a. EXECUTIVE SUMMARY

b. STUDY METHODOLOGY & SCOPE

c. PARTICIPANTS AND KEY STAKEHOLDERS

i. List of meetings, workshops and presentations

d. SUN PRAIRIE UTILITIES OPERATIONS & FUNCTIONS NARRATIVE

i. Administration

ii. Customer Service

iii. Information Technologies

iv. Electric

v. Water

vi. Meter Reading and Maintenance

vii. Inventory

e. SUN PRAIRIE UTILITIES ORGANIZATION COMPOSITION

i. Staffing Charts and Relationships

ii. Breakdown of Staff Functions & Count

f. FLEET COMPOSITION

i. Inventory of Fleet Vehicles/Equipment

ii. Fleet Vehicles/Equipment Storage Needs

iii. Graphic illustration of the entire fleet storage

g. ENERGY EFFICIENCY COMPOSITION

i. Narrative of each efficiency function.

h. DESIGN CRITERIA

i. Fleet Storage and Maintenance Areas

ii. Inventory and Materials Storage

iii. Field Crew Support Areas

iv. Administrative Areas

v. IT and Disaster Recovery Areas

i. YARD FUNCTIONS CRITERIA

i. Electric and Water Materials/Inventory Storage

ii. Indoor and Outdoor Storage

iii. Equipment Storage

iv. Loading and Unloading Accessibility

v. Site Security

j. FUTURE GROWTH ANALYSIS

i. City's growth and impact on SPU services

ii. Map of Sun Prairie's growth in 20 years

iii. Projected growth in services and staff

iv. Project growth in fleet and composition

v. Technology and fleet trends impact

vi. Recommended numerical percent increase of key facility criteria

vii. Sustainability alternatives

k. OPTIMAL SPACE NEEDS TABULATION

i. Tabulate each room’s configuration dimensions and square footage.

Summarize recommended square feet by function area, by building and total facility.

ii. For Yard activities, establish square foot and configuration needs.

l. ROOM DATA SHEETS

i. Room by room sheets establishing design criteria. Identify these facility criteria; staff assigned, vehicles stored, major fixed equipment, fixture and furnishing types spatial needs, configuration of space, clearances required, interior environmental needs, relationship and adjacency needs, security issues, lighting levels, telecommunication requirements and seasonal and daily usage patterns.

m. RELATIONSHIP & ADJACENCY DIAGRAMS

n. OPTIMAL FLOOR PLAN DIAGRAM

o. TECHNICAL NARRATIVE OF BUILDING CONSTRUCTION ASSEMBLIES

p. PRELIMINARY CODE ANALYSIS

q. CONCEPTUAL COST ESTIMATE

r. PROJECTED DESIGN AND CONSTRUCTION IMPLEMENTATION SCHEDULE

s. BENCHMARK OF PEER FACILITIES

i. Size data and plan images of other similar fleet, inventory and office spaces.

ii. Demonstrate how Facilities Study recommendations are in‐line with peer facilities.

11. Conduct a final workshop explaining the final recommendation in detail and methods used to arrive at design criteria.

12. Present the Final Study and receive approval from the Sun Prairie Utilities Commission.

13. Format the report for distribution of both bound handouts and electronic copies.

The work of the Architect will become the property of the Sun Prairie Utilities and carries no further obligation for future work or compensation from the use of the report.

III. REQUIRED FORMS FROM CONTRACTOR

A. Signature Affidavit

B. Receipt of Forms and Submittal Checklist

C. Contractor Profile

D. References

E. Insurance and Indemnification, including Endorsements

F. Contract Fees

G. Vendor’s Proposal as Accepted by City

IN WITNESS WHEREOF, the parties hereto have set their hands at Sun Prairie, Wisconsin.

SUN PRAIRIE UTILITIES

A Municipal Electric and Water Utility

By:_________________________________ Ted Chase, Utilities Commission Chair

Date: _______________________________

By: ________________________________ Elena Hilby, City Clerk

Approved as to Form:

Mark Leonard, City Attorney

CONTRACTOR

(Name of Contracting Entity)

By: ________________________________ (Signature)

(Print Name and Title of Person Signing)

(Signature)

(Print Name and Title of Person Signing)

Kristin Vander Kooi, City Treasurer