Loading...
HomeMy WebLinkAboutWinnebago Lawn & Snow Contract_11-17-25 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 1 of 8 CONTRACTOR AGREEMENT This AGREEMENT, made on the _____ day of __________, 2025, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as City, and WINNEBAGO LAWN & SNOW, LLC, 2546 Omro Road, Oshkosh, WI 54904 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 snow and ice removal services for the Winter 2025-2026 season starting November 16, 2025 and to be completed no later than May 31, 2026. ARTICLE I. COMPONENT PARTS OF THE AGREEMENT For convenience, the parties agree to compile various separate documents related to this Project and incorporate them into this Agreement. Therefore, the terms and conditions of this Agreement may be in multiple places, and consist of the component parts described below. The component parts may or may not be physically attached to this Agreement. Regardless of whether or not they are attached, they are considered to be fully incorporated as a part of this Agreement. The component parts of this Agreement are: 1. This Instrument 2. Proposal Solicitation dated September 18, 2025 and attached hereto 3. CONTRACTOR’s Bid Proposal Form dated and attached hereto The terms and conditions are listed above in order of importance. If terms and conditions in various component parts are conflicting, then the terms and conditions in the component part first listed will control over the conflicting term and condition found in the later component part. Any changes in terms and conditions during the term of the Agreement are not effective unless agreed to by both parties and incorporated into a written amendment, change order, or similar document. The preceding rule of interpretation may be modified by the parties in particular circumstances as described elsewhere in this Agreement or in a signed amendment, change order, or other document. Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 November24th I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 2 of 8 ARTICLE II. PROJECT MANAGER Assignment of Project Manager. The CONTRACTOR shall assign the primary individual to manage the Project described in this Agreement. The Contractor also assigns the second individual identified below as qualified to make all decisions for the Contractor if the primary person is not available: Project Manager/Primary Contact: Gary Gomoll Secondary Contact with Authority: Paige McBriar 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 individuals to manage the Project described in this Agreement: Jean Vande Kolk – Office Assistant Justin Gierach, P.E. – Engineering Division Manager / City Engineer ARTICLE IV. SCOPE OF WORK The Contractor shall provide the services described in the component parts identified above. The 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. RECORDS AND DELIVERABLES Reports, drawings, photographs, electronic data, specifications, computer files, field data, notes, and other documents and instruments, and other information may be provided to City as deliverables for this Project. Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 3 of 8 1. Deliverables prepared under this Agreement shall become the property of the City upon completion of the services and payment in full of all monies due to the Contractor. 2. However, Contractor may continue to use the deliverables and information therein for descriptions or discussions of this Project in other contexts, and may also use some or all of the information in the deliverables in or for other projects. Any such subsequent use by Contractor shall be without royalty or other fees, or obligations, to City. 3. Contractor’s deliverables are intended only for use related to the Project subject to this Agreement, and are not subject to any warranty or guaranty if subsequently modified or reused for a later project. 4. Documents, including deliverables, created by Contractor may subsequently be viewed by, or provided to, a third person as a public record not subject to redaction or withholding by applicable law. In such instances, neither party retains control over subsequent uses of these documents and therefore neither party shall consider the other responsible for such subsequent use. ARTICLE VI. TERMINATION 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. 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. Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 4 of 8 ARTICLE VII. TIME OF COMPLETION TIME IS OF THE ESSENCE IN THIS AGREEMENT. ALL TIME LIMITATIONS AND DEADLINES WILL BE STRICTLY ENFORCED BY THE CITY. The work to be performed under this Agreement shall be commenced and the work completed within the time limits as described in this Agreement, including any attachments. The Contractor shall perform the services under this Agreement with expediency and with sound work practices. The nature of the work required by this Agreement will occur in or around inclement weather, namely snow, ice, and other weather events involving precipitation. The Contractor therefore shall perform work in, and accommodate situations arising from, inclement weather. The City agrees that the Contractor 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, strikes or other labor disputes, public health emergencies, or failure of performance by the City. If the delays resulting from any such causes increase the time required by the Contractor to perform its services in an orderly and efficient manner, the Contractor shall be entitled to an equitable adjustment in schedule and the Agreement amount if applicable. ARTICLE VIII. 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. ARTICLE IX. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including, but not limited to, monies that are due or monies that may be due) without the prior written consent of the other party. ARTICLE X. COOPERATION IN LITIGATION 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). Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 5 of 8 1. Cooperation is expected in connection with any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively “Litigation”) or internal or governmental Audit, with respect to matters relating to this Agreement. 2. Excluded from this duty of cooperation is 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. 3. Examples of expected 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 in accordance with 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. 4. 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 XI. STANDARD OF CARE The standard of care applicable to Contractor's Services will be the degree of skill and diligence normally employed by Contractors performing the same or similar Services at the time and locality said services are performed. Contractor will re-perform any services not meeting this standard without additional compensation. ARTICLE XII. CITY RESPONSIBILITIES 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. Contractor may reasonably rely upon the accuracy, Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 6 of 8 timeliness, and completeness of the information provided by City. To prevent any unreasonable delay in the Contractor’s provision of services, the City will examine all reports and other documents and will make any authorizations necessary to proceed within a reasonable time period. ARTICLE XIII. PAYMENT Amount. The City shall pay to the Contractor for the performance of the tasks described in this Agreement based upon the prices identified in the CONTRACTOR’s Proposal. Payment. The Contractor shall submit itemized statements for services. The City shall pay the Contractor within thirty (30) calendar days after receipt of such statement. Disputed Amounts. If any statement amount is disputed, the City may withhold payment of such disputed amount and shall provide to Contractor a statement as to the reason(s) for withholding payment. Amounts invoiced and not disputed shall be paid according to the regular schedule agreed upon. 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 XIV. 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, their agents or assigns, their employees, or their 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 XV. INSURANCE The Contractor agrees to abide by the attached City of Oshkosh Insurance Requirements. Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 7 of 8 ARTICLE XVI. WHOLE AGREEMENT / AMENDMENT This document and any attachments identified or documents referenced contain all terms and conditions of the Agreement and any additions, subtractions, or alterations to the resulting Agreement shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. ARTICLE XVII. 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. ARTICLE XVIII. NON-DISCRIMINATION Contractor agrees 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 in violation of any state or federal law or grant or other requirement applicable to the Project. ARTICLE XIX. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between all parties and therefore no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. ARTICLE XX. NO WAIVER Failure of either party to insist upon the strict performance of terms and provisions of this Agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party’s right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. ARTICLE XXI. SEVERABILITY If any term, covenant, condition or provision of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall not be affected thereby and the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 I:\Engineering\SNOW SHOVELING FOLDERS\Snow Removal Contracts\2025\Winnebago Lawn & Snow Contract_11-17-25.docx Page 8 of 8 ARTICLE XXII. CHOICE OF LAW, VENUE, AND DISPUTE RESOLUTION The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. The parties agree that it may be beneficial to undertake an initial mutually-agreeable mediation to resolve a dispute. However, unless otherwise agreed to by the parties, all disputes shall be resolved by the judiciary. Under no circumstance shall any dispute be subject to arbitration. ARTICLE XXIII. SIGNATURES By placing their signatures below, each individual affirms that the entity they represent is authorized to enter into this Agreement, and further affirm that they are authorized by the entity they are representing to bind their respective parties to the terms and conditions of this Agreement. WINNEBAGO LAWN & SNOW, LLC By: _____________________________ Gary Gomoll Owner CITY OF OSHKOSH By: _____________________________ Rebecca N. Grill, City Manager And: _____________________________ Darla Salinas, City Clerk Approved as to form: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this Agreement. _____________________________ Lynn A. Lorenson, City Attorney _____________________________ Julie Calmes, Finance Director Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0 Docusign Envelope ID: F8FFF20F-0784-4BBE-A97E-DF01ACCF36A0