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Home My WebLink AboutBadger_Labs_Agreement-WW_Load_Samp_3-22-23I:\Engineering\Tracy Taylor\Utility Agreements\Badger Labs\WW Load Samp\Badger Labs Agreement-WW Load Samp_3-22-23.docx Page 1 of 5 CONTRACTOR AGREEMENT This AGREEMENT, made on the _____ day of __________, 2023, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and BADGER LABORATORIES, INC., 501 West Bell Street, Neenah, WI 54956-4868, party of the second part, hereinafter referred to as the CONTRACTOR, WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, enter into the following AGREEMENT for WASTEWATER LOADING SAMPLING. The CONTRACTOR’s Quote 04764 is attached hereto and reflects the agreement of the parties except where it conflicts with this AGREEMENT, in which case this AGREEMENT shall prevail. ARTICLE I. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. CONTRACTOR’s Quote 04764 dated January 16, 2023 and attached hereto In the event any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE II. PROJECT MANAGER A. Assignment of Project Manager. The CONTRACTOR shall assign the following individual to manage the PROJECT described in this AGREEMENT: John Larson – President/Owner DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 23rd March I:\Engineering\Tracy Taylor\Utility Agreements\Badger Labs\WW Load Samp\Badger Labs Agreement-WW Load Samp_3-22-23.docx Page 2 of 5 B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE III. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: Jason Ellis – Utility Operations Manager ARTICLE IV. SCOPE OF WORK The CONTRACTOR shall provide the services described in the CONTRACTOR’s Quote 04764. CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CONTRACTOR's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. ARTICLE V. CITY RESPONSIBILITES The CITY shall furnish, at the CONTRACTOR’s request, such information as is needed by the CONTRACTOR to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. 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. ARTICLE VI. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CONTRACTOR’s Quote 04764. While CONTRACTOR has made reasonable efforts to incorporate into their plan for the PROJECT any known current project impacts of the COVID-19 pandemic, CONTRACTOR has not accounted for, and is not responsible for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 I:\Engineering\Tracy Taylor\Utility Agreements\Badger Labs\WW Load Samp\Badger Labs Agreement-WW Load Samp_3-22-23.docx Page 3 of 5 government agencies or others (such as the availability of the site for access or the availability of CITY or CONTRACTOR staff or others) to the extent they delay or otherwise impact the PROJECT. In that event, CONTRACTOR will notify CITY and work in good faith to equitably address any unexpected impacts therefrom. ARTICLE VII. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONTRACTOR for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto:  Unit Price Not to Exceed $20,187 (Twenty Thousand One Hundred Eighty Seven Dollars). B. Method of Payment. The CONTRACTOR shall submit itemized monthly statements for services. The CITY shall pay the CONTRACTOR within thirty (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 a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VIII. STANDARD PROVISIONS The CONTRACTOR agrees that, in all hiring or employment made possible by or resulting from this AGREEMENT, there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 I:\Engineering\Tracy Taylor\Utility Agreements\Badger Labs\WW Load Samp\Badger Labs Agreement-WW Load Samp_3-22-23.docx Page 4 of 5 ARTICLE IX. CONTRACTOR TO HOLD CITY HARMLESS The CONTRACTOR covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands to the proportionate extent caused by or resulting from the intentionally wrongful or negligent acts of the CONTRACTOR, his/her agents or assigns, his/her employees, or his/her subcontractors related to the performance of this AGREEMENT or be caused or result from any violation of any law or administrative regulation, and shall indemnify the CITY for all sums including court costs, attorney fees, and damages of any kind which the CITY may be obliged or adjudged to pay on any such claims or demands upon the CITY’s written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. ARTICLE X. INSURANCE The CONTRACTOR agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XI. TERMINATION A. For Cause. If the CONTRACTOR shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, the CITY shall have the right to terminate this AGREEMENT by written notice to the CONTRACTOR. In this event, the CONTRACTOR shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONTRACTOR no later than ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the CONTRACTOR shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XII. SUSPENSION, DELAY, OR INTERRUPTION OF WORK The CITY may suspend, delay, or interrupt the services of CONTRACTOR for the convenience of the CITY. In such event, CONTRACTOR's agreement price and schedule shall be equitably adjusted. DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 I:\Engineering\Tracy Taylor\Utility Agreements\Badger Labs\WW Load Samp\Badger Labs Agreement-WW Load Samp_3-22-23.docx Page 5 of 5 ARTICLE XIII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than the CITY and CONTRACTOR and has no third-party beneficiaries. In the Presence of: CONTRACTOR ____________________________ By: _____________________________ ____________________________ John Larson (Seal of CONTRACTOR President/Owner if a Corporation) By: _____________________________ _____________________________ (Specify Title) CITY OF OSHKOSH _____________________________ By: _____________________________ (Witness) Mark A. Rohloff, City Manager _____________________________ And: _____________________________ (Witness) Jessi L. Balcom, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. _____________________________ City Attorney ___________________________________ City Comptroller DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2 DocuSign Envelope ID: 9E2E95F1-2BD5-4D1D-9B78-90B93C4941F2