HomeMy WebLinkAboutAgreement City of Oshkosh/Green Valley Home Inspections Services, LLC. 2020 RECEIVED I yr? I
OCT 12 2020
AGREEMENT CITY CLERK'S OFFICE
THIS AGREEMENT, made on the agfh day of S pFe ber , 2020, by and between
the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and Green
Valley Home Inspection Services, LLC, 345 Bay Street, Oshkosh, Wisconsin 54901, party
of the second part, hereinafter referred to as the (CONTRACTOR),
WITNESSETH:
That the City and the Contractor, for the consideration hereinafter named, enter
into the following Agreement.
ARTICLE I. ENGAGEMENT AS INDEPENDENT CONTRACTOR / CREDENTIALS
The relationship between the City and Contractor created under this Agreement is
that of principal and independent contractor. Neither the terms of this Agreement nor the
performance thereof is intended to create an employer / employee relationship.
The Contractor or his/her employee will be performing the inspections work
pursuant to this agreement, except for potentially billing or other office management
functions. Contractor shall not delegate, transfer or assign its duties or responsibilities
under this Agreement without written consent of the City.
ARTICLE II. CITY REPRESENTATIVE
The City shall assign the following individual to manage this Agreement:
John Zarate, Chief Building Official
ARTICLE III. SCOPE OF WORK
The Contractor shall provide building inspection services for both residential and
commercial buildings on an as needed basis. The City has adopted various ordinances
related to Municipal Codes: property maintenance, public nuisances, zoning and housing
code. The Contractor, at his/her expense, shall at all times maintain proper qualifications,
to perform the duties for which he/she agrees to perform pertaining to this service
agreement, and must have personal knowledge of all applicable codes. Inspections shall
be completed in accordance with the requirements and specifications as outlined by
Municipal Codes.
Contractor will be notified via email or fax by the City representative of the specific
work to be performed, as well as a time frame in which such work shall be completed.
The Contractor shall contact the property owner to make arrangements for their
inspections. Inspections shall be performed during normal business hours, Monday
through Friday, and with the exception of observed legal holidays. Contractor shall inform
the Inspections Division before and after inspections on the day of completion.
Contractor shall act under the direction of the City Inspections Division. All
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instructions to the Contractor shall be in writing and in a form that will adequately describe
the City's expectations. The Contractor shall provide appropriate documentation to the
City regarding his/her inspection activities. Appropriate written documentation necessary
for inspections shall be determined in conjunction with the Inspections Division but shall,
at a minimum, include the date and time of inspection, a brief summary of the work
performed, the property owner(s) and/or tenant(s) present at the site during the
inspection, any conclusions after the inspections, his/her opinion regarding whether or
not applicable codes are being followed, and any problems or issues that remain after the
particular inspection.
Contractor shall make available a telephone number that the City, property owner,
and/or tenant may use to discuss with him/her any work performed or to be performed by
the Contractor. Contractor shall document all telephone calls related to his/her work for
the City and provide such documentation to the City. Documentation shall include the
date, time, and summary of any discussions.
Contractor shall fully cooperate with the City regarding any Code problems with
any structure, including meetings at City Hall to discuss issues, assistance in preparation
of an ordinance violation citation or civil lawsuit, assistance as a witness for legal matters
in which the City is involved as a plaintiff, defendant, or 3rd party witness.
All reports, drawings, specifications, computer files, field data, notes and other
documents and instruments prepared by the Contractor as instruments of service shall
remain the property of the City. Any document related to this agreement, whether in
electronic or paper form, is considered a public record and shall be provided to the City
upon request. The contractor may provide the City with an explanation of why they
believe any document should not be released to the public. The City shall make all final
determinations regarding the existence or release of any document related to this
agreement.
ARTICLE IV. CONDUCT
The Contractor will be performing tasks for the City that may, in some cases, lead
to acrimonious interactions with property owners and/or building contractors. Abusive or
unprofessional language or actions towards others by the Contractor while performing
these inspections functions are prohibited and will not be tolerated. Similarly, the
Contractor shall not be expected to tolerate others who are abusive or inconsiderate to
the Contractor. The Contractor shall remove him/herself from all situations involving
abusive or unprofessional language or actions, regardless of who instigates such events.
After removing him/herself from such situation, the Contractor shall provide the City with
written documentation describing the event. Failure to comply with these requirements
will constitute "cause" which may result in the immediate termination of this agreement.
ARTICLE V. COOPERATION IN LITIGA
TION AND AUDITS
Contractor shall fully and completely cooperate with the City, the City's insurer, the
City's attorneys, the City's Auditors or other representative of the City (collectively, the
"City" for purposes of this Article) in connection with (a) any internal or governmental
investigation or administrative, regulatory, arbitral or judicial proceeding (collectively
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"Litigation") or internal or governmental Audit, with respect to matters relating to this
Agreement; other than a third party proceeding in which Contractor is a named party and
Contractor and the City have not entered into a mutually acceptable joint defense
agreement.
Such cooperation may include, but shall not be limited to, responding to requests
for documents and/or other records, and making Contractor's employees available to the
City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i)
interviews, factual investigations, and providing declarations or affidavits that provide
truthful information in connection with any Litigation or Audit; (ii) appearing at the request
of the City to give testimony without requiring service of a subpoena or other legal
process; (iii) volunteering to the City all pertinent information related to any Litigation or
Audit; and (iv) providing information and legal representations to auditors in a form and
within a timeframe requested.
City shall reimburse Contractor for reasonable direct expenses incurred in
connection with providing documents and records required under this paragraph and may
require, at the City's sole discretion, such expenses to be documented by receipts or
other appropriate documentation. Reasonable direct expenses include costs, such as
copying, postage, and similar costs; but do not include wages, salaries, benefits and other
employee compensation. Contractor shall not be entitled to additional compensation for
employee services provided under this paragraph.
ARTICLE VI. REPONSIBILITIES
A. CITY RESPONSIBILITIES. The City shall furnish, at the Contractor's request, such
information as is needed by the Contractor to perform Contractor's duties under
this Agreement. To prevent any unreasonable delay in the Contractor's work the
City will examine all reports and other documents and will make any authorizations
necessary to proceed with work within a reasonable time period. The City shall
provide the Contractor web-based access to City e-mail and Evolve programs for
all code enforcement documentation.
B. CONTRACTOR RESPONSIBILITIES. The Contractor shall provide all equipment
and vehicles necessary for completion of the scope of services, including but not
limited to: computer, tablets, telephone and camera.
ARTICLE VII. TIME OF COMPLETION
The Contractor/Consultant shall perform the services under this agreement with
reasonable diligence and expediency consistent with sound professional practices. The
City agrees that the Consultant is not responsible for damages arising directly or indirectly
from any delays for causes beyond the Contractor's control. For the purposes of this
agreement, such causes include, but are not limited to, severe weather disruptions or
other natural disasters, or failure of performance by the City.
Performance Measures:
1. Two business days from the time the complaint is received to the time
investigation is completed.
2. Thirty days for violation correction.
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ARTICLE VIII. PAYMENT
A. The Contract Sum. The City shall pay to the Contractor/Consultant for the
performance of the contract at a rate of $2,000.00 to be paid monthly upon invoice for
performance conducted during the contract period. Contractor shall notify the City in
advance of any weeks in which he/she will not be available due to vacations or other
anticipated absences.
B. Method of Payment. The Contractor/Consultant shall submit itemized monthly
statements for services. The City shall pay the Consultant within 30 calendar days after
receipt of such statement. If any statement amount is disputed, the City may withhold
payment of such amount and shall provide to Contractor/Consultant a statement as to the
reason(s) for withholding payment
C. No Additional Costs. The amount set forth in paragraph A shall include the
entire amount due to Contractor for his/her services. Contractor shall not be entitled to
any additional costs or expenses incurred in the performance of the work under this
Agreement.
ARTICLE IX. CONTRACTOR TO HOLD CITY HARMLESS
The Contractor/Consultant covenants and agrees to protect and hold the City of
Oshkosh harmless against all actions, claims and demands of any kind or character
whatsoever which may in any way be caused by or result from the intentional or negligent
acts of the Contractor/Consultant, his/her agents or assigns, his/her employees or his/her
subcontractors related however remotely to the performance of this Contract or be caused
or result from any violation of any law or administrative regulation, and shall indemnify or
refund to the City all sums including court costs, attorney fees and punitive damages
which the City may be obliged or adjudged to pay on any such claims or demands within
thirty (30) days of the date of the City's written demand for indemnification or refund.
Subject to any limitations contained in Sec 893.80 and any similar statute, of the
Wisconsin Statutes, the City agrees to hold Contractor, its officers, officials, employees,
and agents harmless from any and all liability, including claims, demands, losses, costs,
damages, and expenses of every kind and description (including death), or damages to
person or property arising out of the terms of this Agreement where such liability is
founded upon or grows out of the acts of omission of any City's officers, employees, or
agents while acting within the scope of their employment.
Nothing in this Agreement is intended as a waiver of the municipality's right or
opportunity to rely upon the municipal limitations and immunities contained within
Wisconsin law. Municipal immunities and limitations include, but are not limited to,
Sections 345.05, 893.80, and 893.83, Wisconsin Statutes. Such damage limits, caps and
immunities are intended to be preserved and are incorporated into this agreement and
shall govern all disputes, contractual or otherwise, as they apply to the municipality and
its agents, officers, and employees
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ARTICLE X. INSURANCE
The Contractor/Consultant shall carry insurance according to the attached City of
Oshkosh Insurance Requirements.
ARTICLE XI. TERM
This Agreement shall commence on October 2, 2020 and shall terminate on or
before October 1, 2021 unless terminated earlier by one of the parties as provided in
Article XII.
ARTICLE XII. TERMINATION
A. At Any Time For Cause. If the Consultant shall fail to fulfill in timely and
proper manner any of the obligations under this Agreement at any time, the City shall
have the right to terminate this Agreement by written notice to the Contractor/Consultant.
Either party may terminate this agreement with or without cause upon providing a 30 day
notice to the other party. In this event of termination of this Agreement the
Contractor/Consultant shall be entitled to compensation for any satisfactory work
completed.
ARTICLE XIII. ENTIRE AGREEMENT /AMENDMENTS
This Agreement contains the entire agreement of the parties with respect to the
subject matter of this Agreement, and supersedes all prior proposals, negotiations,
agreements and understandings with respect thereto. This Agreement may only be
amended by a written document duly executed by both parties.
ARTICLE XIV. GOVERNING LAW
This license Agreement shall be interpreted, enforced, and governed by the laws
of the State of Wisconsin, and any disputes shall be resolved in Winnebago County,
Wisconsin.
ARTICLE XV. SEVERABILITY
The determination by a court of competent jurisdiction that any term of this
Agreement is invalid, illegal, or unenforceable shall not invalidate the remainder of the
Agreement.
[signature page to follow]
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In the Presence of: CONTRACTOR
A.
(Seal of Contractor r - a/L �`Z49 c4L '� �
(Specify Title) C
if a Corporation.)
CITY OF OSHKOSH
By:
Mark A. Rohloff, City Manager
(Witnes
And
.ii0:k1,67-)
(Witness) Pamela R. Ubrig, City erk
APPROVED: I hereby certify that the necessary
provisions have been made to
pay the liability which will accrue
• under this contract.
ity Attor
r?v_
Finance Director
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