Consultant Agreement by jennyyingdi


									                                        ATTACHMENT D

                            WET WEATHER FORECASTING SYSTEM

                                 CONTRACT NO.M03070P01

                                   Consultant Agreement

                                         Contract Name
                                         Contract Number

This Consultant Agreement is made between the Milwaukee Metropolitan Sewerage District
(District) with its principal place of business at 260 West Seeboth Street, Milwaukee, Wisconsin
53204-1446 and Consulting Firm Name, (Consultant), with its principal place of business at
Consulting Firm Address.

      1. Date of Agreement

This agreement will become effective on Start Date and will terminate on End Date.

      2. Services to be Performed

Consultant will summarize scope of services. The Scope of Services is set forth in the attached
and incorporated document.

      3. Payment

In consideration for the services to be performed by Consultant, the District agrees to pay
Consultant an amount not to exceed $contract amount (including expenses) according to the
terms set forth herein, and at the billing rates provided below.

Enter billing rates here.

      4. Terms of Payment

Consultant shall submit an invoice to the District no more often than monthly for the work
performed during the previous month. The invoice should include: an invoice number, the dates
covered by the invoice, expenses, the hours expended and a summary of the work performed.
District shall pay Consultant's invoice within thirty (30) days after receiving the invoice.

To expedite the payment of invoices under this Contract, all invoices shall be sent directly to the
following address:

                            ATTACHMENT D – CONTRACT NO. M03070P01
               Milwaukee Metropolitan Sewerage District
               Accounts Payable Department
               260 West Seeboth Street
               Milwaukee, WI 53204-1446

               Project Manager: _____________

      5. Expenses

Consultant will be reimbursed its actual, reasonable expenses, including charges for travel,
telephone, and secretarial expenses.

Consultant shall submit an itemized statement of Consultant’s expenses along with the invoice
specified in 4. Terms of Payment above. The District shall pay Consultant’s expenses within
Thirty (30) days after receiving the statement.

      6. Materials

Consultant shall furnish all materials, equipment, and supplies used to provide the services
required by this Agreement.

      7. Independent Contractor Status

Consultant is an independent contractor, not District's employee. Consultant's employees or
contract personnel are not District's employees.

      8. Releases

Consultant shall obtain all necessary copyright permissions and privacy releases for materials
included in the work product. Consultant shall indemnify the District against all claims and
expenses, including reasonable attorney fees, due to Consultant’s failure to obtain such
permissions or releases.

      9. Intellectual Property Ownership

Consultant assigns to the District all patent, copyright, trademark and trade secret rights
(Intellectual Property) in anything created or developed by Consultant specifically for the District
under this Agreement. Consultant shall help prepare any papers that the District considers
necessary to secure any patents, copyrights, trademarks or other proprietary rights at no charge to
the District. However, the District shall reimburse Consultant for reasonable out-of-pocket
expenses incurred.

      10. Confidentiality

Consultant will not disclose or use, either during or after the term of this Agreement, any
proprietary or confidential information of District without District's prior written permission
except to the extent necessary to perform services on Consultant's behalf.

                          ATTACHMENT D – CONTRACT NO. M03070P01
Proprietary or confidential information includes:
       ●       the written, printed, graphic or electronically recorded materials furnished by or
generated for the District for Consultant to use;
       ●      strategic plans, customer lists, operating procedures, trade secrets, design
formulas, know-how and processes, computer programs and inventories, discoveries and
improvements of any kind; and
        ●       information belonging to customers and suppliers of District, including but not
limited to software, computer code and other information technology, about whom Consultant
gained knowledge as a result of Consultant's services to District.

Consultant shall not be restricted in using any material which is publicly available, already in
Consultant's possession or known to Consultant without restriction, or which is rightfully
obtained by Consultant from sources other than District.

      11. Business Permits, Certificates and Licenses

Consultant has complied with all federal, state, and local laws requiring business permits,
certificates and licenses required to carry out the services to be performed under this Agreement.

      12. State and Federal Taxes

District will not (1) withhold FICA (Social Security and Medicare taxes) from Consultant's
payments or make FICA payments on Consultant's behalf; (2) make state or federal
unemployment compensation contributions on Consultant's behalf; or (3) withhold state or
federal income tax from Consultant's payments.

Consultant shall pay all taxes incurred while performing services under this Agreement--
including all applicable income taxes and, if Consultant is not a corporation, self-employment
(Social Security) taxes. Upon demand, Consultant shall provide District with proof that such
payments have been made.

      13. Fringe Benefits

Consultant understands that neither Consultant nor Consultant's employees or contract personnel
are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe
benefit plan of District.

      14. Workers' Compensation

District shall not obtain workers' compensation insurance on behalf of Consultant or Consultant's
employees. If Consultant hires employees to perform any work under this Agreement,
Consultant will cover them with workers' compensation insurance and provide District with a
certificate of workers' compensation insurance before the employees begin the work.

                          ATTACHMENT D – CONTRACT NO. M03070P01
      15. Unemployment Compensation

District shall make no state or federal unemployment compensation payments on behalf of
Consultant or Consultant's employees or contract personnel. Consultant will not be entitled to
these benefits in connection with work performed under this Agreement.

      16. Insurance

Every consultant and all parties furnishing services or product to the District must provide the
District with evidence of the following minimum insurance requirements. In no way do these
minimum requirements limit the liability assumed elsewhere in the contract. All consultants
shall, at their sole expense, maintain the following insurance:

   A. Commercial General Liability Insurance including contractual coverage:

The limits of this insurance for bodily injury and property damage combined shall be at least:
                       Each Occurrence Limit                                  $1,000,000
                       General Aggregate Limit                                $2,000,000
                       Products-Completed Operations Limit                    $2,000,000
                       Personal and Advertising injury Limit                  $1,000,000

   B. Business Automobile Liability Insurance:

Should the performance of this Agreement involve the use of automobiles, Consultant shall
provide comprehensive automobile insurance covering the ownership, operation and
maintenance of all owned, non-owned and hired motor vehicles. Consultant shall maintain limits
of at least $1,000,000 per occurrence for bodily injury and property damage combined.

   C. Workers’ Compensation Insurance:

Such insurance shall provide coverage in amounts not less than the statutory requirements in the
state where the work is performed, even if such coverages are elective in that state.

   D. Federal Longshoremen’s and Harbor Works Act/Railroad Protective Liability

Where work under this Agreement includes any water or navigational exposure, coverage shall
be included to cover the Federal Longshoremen’s and Harbor Worker’s Act and the Federal
Jones Act. Where the work under this Agreement includes any railroad hazards, Railroad
Protective Liability coverage shall be maintained.

   E. Employers Liability Insurance:

Such insurance shall provide limits of not less than $500,000 policy limit.

                          ATTACHMENT D – CONTRACT NO. M03070P01
   F. Excess/Umbrella Liability Insurance:

Such insurance shall provide additional limits of not less than $5,000,000 per occurrence in
excess of the limits stated in (A.), (B.), and (E.) above.

   G. Professional Liability

Professional Liability Insurance covering actual or alleged wrongful acts committed during the
course of, or arising out of the provision of services under the Contract with limits of $5,000,000
per claim and $5,000,000 in the aggregate, including coverage for defense costs. Coverage shall
be maintained during the term of the Agreement and for a period of no less than three (3) years
after the termination of the Agreement.

Additional Requirements:

The insurance specified in (A.), (B.) and (E.) above shall: (a) name the District and its
commissioners, directors, officers, employees and agents as additional insureds by endorsement
to the policies, and, (b) provide that such insurance is primary coverage with respect to all
insureds and additional insureds. (Additional Insured CG 20 10 11 85 endorsement or

The above insurance coverages may be obtained through any combination of primary and excess
or umbrella liability insurance. MMSD may require higher limits or other types of insurance
coverage(s) as necessary and appropriate under the applicable purchase order. Consultant shall
require each of its subcontractors to maintain insurance as listed above. As an alternative, the
Consultant may provide the required insurance to cover its subcontractors or may submit a
request to the Project Manager or Risk Management Coordinator for consideration of a lower
level of insurance coverage for its subcontractors.

Except where prohibited by law, all insurance policies, except Professional Liability, shall
contain provisions that the insurance companies waive the rights of recovery or subrogation, by
endorsement to the insurance policies, against MMSD, its subsidiaries, its agents, servants,
invitees, and employees and their insurers.

Contractor shall provide certificates evidencing the coverages, limits and provisions specified
above on or before the execution of the Agreement and thereafter upon the renewal of any of the
policies. Contractor shall require all insurers to provide MMSD with a thirty (30) day advanced
written notice of any cancellation, nonrenewal or material change in any of the policies
maintained in accordance with this Agreement. Coverage must be placed with carriers with an
A. M. Best rating of A- 10 or better.
Mail to:
               Milwaukee Metropolitan Sewerage District
               260 W. Seeboth Street
               Milwaukee, WI 53204-1446
               Attn. Cindy Senoraske

                          ATTACHMENT D – CONTRACT NO. M03070P01
Consultant shall indemnify District against any and all claims, demands, and causes of action for
bodily injury to or death of persons or for damage to or destruction of property resulting from
negligent acts of Consultant while performing services under this Agreement.
      17. Representations

Consultant represents that it will perform its services under this Agreement in conformance with
the care and skill ordinarily exercised by reputable members of the professional community
practicing under similar conditions at the same time and in the same or similar locality.

Consultant makes no other warranties of any kind, express or implied, by the furnishing of
consulting services or by the furnishing or any oral or written reports to the District.

      18. Terminating the Agreement

With reasonable cause, either District or Consultant may terminate this Agreement, effective
immediately upon giving written notice.

Reasonable cause includes:
       ●       a material violation of this Agreement, or
       ●     any act exposing the other party to liability to others for personal injury or
property damage.

The District may terminate this Agreement for its convenience by giving Ten (10) days written
notice to the Consultant. In the event of such termination the District shall only be responsible
for the payment of services rendered by the Consultant up to the date of termination.

      19. Exclusive Agreement

This is the entire Agreement between Consultant and District.

      20. Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

      21. Severability

If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in

      22. Applicable Law

This Agreement will be governed by the laws of the State of Wisconsin.

                          ATTACHMENT D – CONTRACT NO. M03070P01
      23. Resolving Disputes

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in Milwaukee County. Any costs and fees other
than attorney fees associated with the mediation shall be shared equally by the parties. If the
dispute is not resolved within thirty (30) days after it is referred to the mediator, either party may
take the matter to court. Venue in any action brought under this Contract shall be proper only in
either the Circuit Court for Milwaukee County or the Federal District Court for Eastern

      24. Notices

All notices and other communications in connection with this Agreement shall be in writing and
shall be considered given as follows:
       ●       when delivered personally to the recipient's address as stated on this Agreement;
        ●        three days after being deposited in the United States mail, with postage prepaid to
the recipient's address as stated on this Agreement.

      25. Special Notice

The Consultant shall notify the District in writing whenever either of the following occurs: (1)
75% of the Contract amount has been incurred, whether invoiced to the District or not, or (2) the
Contract amount will be insufficient to complete the work under this Contract. This notification
shall state a revised estimate of the Contract amount. The District shall not be liable for any
costs incurred by the Consultant over the Contract amount unless the Contract amount is
amended in writing.

      26. No Partnership

This Agreement does not create a partnership relationship. Consultant does not have authority to
enter into contracts on District's behalf.

      27. Assignment

Consultant may not assign or subcontract any rights or obligations under this Agreement without
District's prior written approval.

      28. Public Records

Consultant agrees to cooperate and assist the District in the production of any records in the
possession of the Consultant that are subject to disclosure by the District pursuant to the State of
Wisconsin’s Open Records Law (Wis. Stat. §§19.31-19.39). The District shall reimburse the
Consultant for the actual, necessary, and direct cost of reproduction of the record in a format
consistent with the Open Records Law. Consultant agrees to indemnify the District against any
and all claims, demands, and causes of action resulting from the Consultant’s failure to comply
                           ATTACHMENT D – CONTRACT NO. M03070P01
with this requirement.

      29. Subcontractors

Consultant may at its discretion engage subcontractors to perform services under this Agreement,
but Consultant shall remain responsible for proper completion of this Agreement. Consultant
shall ensure that subcontractors are not excluded from contracting with the Federal Government,
per subpart C of 2 CFR Part 180 and 2 CFR Part 1532. A list of excluded parties may be
accessed at

Use of subcontractors under this agreement shall reflect Good Faith Efforts to include Small,
Minority and Women’s Business Enterprises. The Fair Share Objective for this Agreement is
Minority Business Enterprise Participation of not less than 3% and Women Business Enterprise
Participation of 12%. See 40 CFR Part 33 for more information on Good Faith Efforts.

Consultant agrees that it shall be responsible for the payment of all claims for labor performed,
including fringe benefits, and materials used or consumed in the project, including without
limitation because of enumeration those items listed in section 779.14(1e)(a) Wisconsin Statutes.

Consultant agrees that it shall comply with section 66.0135 (Wisconsin Statutes) and make
payments to subcontractors within seven (7) days of receipt of payment by the Consultant from
the Owner. The Owner reserves the right to make direct payments to the subcontractor or to pay
the Consultant with checks that are made payable to the Consultant and one or more
subcontractors. Consultant agrees to maintain a list of all subcontractors and suppliers
performing labor or furnishing material under this contract.


   By: __________________________________ By: __________________________________
       Kevin L. Shafer, P.E.                  Signatory for Consultant
       Executive Director                     Title

   Date: _________________________________ Date: ________________________________

   Approved as to form:

   Attorney for the District

                          ATTACHMENT D – CONTRACT NO. M03070P01

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