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HomeMy WebLinkAbout2024 OFD Consulting Agreement PREEMPT physical therapy Final - signedCONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated this 5th day of February 2024 BETWEEN: Oshkosh Fire Department 101 Court Street Oshkosh, WI 54901 (the "Customer") - AND – Preempt Physical Therapy, LLC 1545 Arboretum Dr #222 Oshkosh, Wisconsin, 54901 (the "Consultant"). BACKGROUND: A. The Customer has determined that the Consultant has the necessary qualifications, experience, and abilities to provide services to the Customer. B. The Consultant is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Services Provided 1. The Customer hereby agrees to engage the Consultant to provide the Customer with services (the “Services") consisting of the following: Training seminar for current firefighters • 1-hour demonstration/participation format course • Evidence-based gym exercise program option for firefighter preparedness and injury prevention New recruit training academy educational seminar • Provide 2-hour education seminar once per training academy cohort (TBD number of cohorts) • Inclusive of neck, upper extremity, low back, and aging risk factors and how to address them • Functional exercise principles and applications Consultation with exercise/fitness committee regarding upcoming equipment purchase Consultation with training chief regarding new recruit physical training DocuSign Envelope ID: B2B981AE-8DB8-49F0-A4C8-CFB398B72E86 2. The Services will also include any other tasks which the Parties may agree on. These additions will be written up and signed upon. The Consultant hereby agrees to provide such Services to the Customer. Term of Agreement 3. The term of this Agreement (the "Term") will begin on the date that the is signed by both parties and will remain in full force and effect until the completion of the Services. Services will be provided by the close of business on December 31, 2024. The Term of this Agreement may be extended by mutual written agreement of the Parties. 4. Except as otherwise provided in this Agreement, the obligations of the Consultant will terminate upon the earlier of the Consultant ceasing to be engaged by the Customer or the termination of this agreement by the Customer or the Consultant. Performance 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Currency 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). Compensation 7. For the services rendered by the Consultant as required by this Agreement, the Customer will provide compensation (the “Compensation”) to the Consultant totaling $7,700. 8. The Consultant will provide the Customer with a detailed billing invoice upon completion of services. It is expected that the Customer send a check to the Consultant within 30 days of receiving the invoice. Reimbursement of Expenses 9. The Consultant will not be reimbursed for expenses incurred by the Consultant in connection with providing the Services of this Agreement. Confidentiality 10. Customer is a governmental entity and must comply with all public records laws. Therefore, all records and information are considered to be public unless there is a lawful reason requiring that they are treated as confidential. DocuSign Envelope ID: B2B981AE-8DB8-49F0-A4C8-CFB398B72E86 11. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Customer. This obligation will survive indefinitely upon termination of this Agreement. 12. The Consultant can use the Customer as a reference if preapproved. Capacity/Independent Contractor 13. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. Notice 14. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: a. Michael Stanley 101 Court Street Oshkosh, WI 54901 Phone: (920) 236-5240 Email: mstanley@oshkoshwi.gov b. Sara Ziegele Preempt Physical Therapy, LLC 1545 Arboretum Dr #222 Oshkosh, Wisconsin, 54901 Phone: (262) 224-2875 Email: sara@bepreemptive.com Or to such other address as any Party may from time to time notify the other. Modification of Agreement 15. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. DocuSign Envelope ID: B2B981AE-8DB8-49F0-A4C8-CFB398B72E86 Time of the Essence 16. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment 17. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. Entire Agreement 18. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. Governing Law 19. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Wisconsin, without regard to the jurisdiction in which any action or special proceeding may be instituted. Severability 20. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver 21. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. DocuSign Envelope ID: B2B981AE-8DB8-49F0-A4C8-CFB398B72E86 IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 5th day of February 2024. Michael Stanley, Fire Chief Oshkosh Fire Department (Customer) Sara Ziegele, Owner & Consultant Preempt Physical Therapy, LLC (Consultant) DocuSign Envelope ID: B2B981AE-8DB8-49F0-A4C8-CFB398B72E86 2/14/2024 2/15/2024