HomeMy WebLinkAboutTom Spierowski 1/30/2015 A GREEMENT
THIS AGREEMENT, made on the ) day of January, 2015, by and between the
CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and Tom
Spierowski, 6460 Paynes Point Road, Neenah, Wisconsin 54956, 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 represents that he operates his business as an individual rather than
an entity, and that he personally 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.
During the period of this Agreement and any extensions thereof, Contractor shall at
Contractor's sole expense, maintain current certifications in UDC and commercial
construction, HVAC, electric, and plumbing.
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 building and construction, and these ordinances, in turn, have adopted certain
building codes of the State of Wisconsin. The Contractor, at his expense, is expected to
be knowledgeable regarding all applicable codes. Inspections shall be completed as
outlined by adopted State Building 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 or building contractor to make arrangements
for their inspections. Inspections may only be perFormed during the hours between 7:00
a.m. and 4:30 p.m., but not on weekends or City Holidays. Contractor shall further
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schedule his inspections to ensure that he can stop by the Inspections Division before and
after inspections for that day have been completed.
Contractor shall check in at the City Inspections Division and receive further
instructions as necessary before performing actual inspections at any properties. All
instructions to the Contractor shall be in writing and in a form that will adequately describe
the City's expectations. After performing the inspection services, Contractor shall return to
the Inspections Division and provide appropriate documentation to the City regarding his
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 contractor's present at the site who he discussed the project with, any conclusions
after the inspections, his 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 building contractor may use to discuss with him any work performed or to be
performed by the Contractor. Contractor shall document all telephone calls related to his
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 3`d 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 himself from all situations involving abusive or
unprofessional language or actions, regardless of who instigates such events. After
removing himself 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.
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ARTICLE V. 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) in connection with (a) 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; 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 orAudit; (ii)appearing atthe 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. CITY REPONSIBILITIES
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.
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.
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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 $17,000 to be paid monthly upon invoice. Contractor shall
notify the City in advance of any weeks in which he 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
except as provided in Article IV above.
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 agents or assigns, his employees or his
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 upon the date indicated in the first paragraph
herein and shall terminate on or before April 30, 2015 unless terminated earlier by one of
the parties as provided in Article XI.
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. In this
event, 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
li Z�r��e_ C. � 31� o�. By:
' /l/ GJ7
(Seal of Contractor (Specify Titl
if a Corporation.)
CITY OF OSHKOSH
� ��'�,��-� BY: 1�--- i
�! lC�-�-/� " �-�-- Mar A. Rohloff, City Manager
(Wit ss) - _ __� l
) I
i ,. -
�� �t -'' � C �, And: � , , _
�
(Witness) Pamela R. Ubrig, City C! �k
APPROVED: I hereby certify that the necessary
provisions have been made to
pay the liability which will accrue
�---- under this contract.
City Att e
���?���M
City Comptroller
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�EB-04-2015 08:56 From:American Family Ins To:2365084 Page: l�l
CERTIFICATE OF LIABIL.ITY INSURANCE
American Family I�SUranCe Company [']
American Family Mutual Insurance Company if selection box is not checked.
6000 American Pky MadiSOn,Wisconsin 53783-0001
Insured's Name and Address AgenPs Name,Address and Phone Number(Agt./Dist.)
Thomas Spierowski Eric R Soda
G460 Paynes Point Rd 1220 S Commercial St
Neenah,WI 54956 Neenah,WI 54956
(920)725-2110 (0741015)
This certificate is issued as a matter of information only and confers no rights upon the Certificate Holder.
Thi9 certificate does not amend,extend or alter the coverage afiorded py the policies listed below.
COVERAG�S . .
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TYPE OF INSURANCE POLICY NUMBER POIICY DATE LIMITS OF LIABILITY
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EachOccuRence $ ,000
farm Liabiley B P¢r5onel��DNry
FarmlRanch Liability E�o°a�"� � ,000
F&rm Employor'F Ll�b�l�ty
E�ch,Occamence $ ,000
S�alu�ory ,.
Workers Compensation and �a�+accroe�i $ ,000
Employers Liability t oisease-eecn empioyee $ ,000
Diygase-PO���yLimit $ ,000
General Liability Oeneral Aggregste $ Z,000,000
L7 Commereial General P�oducls-ComD��e00peralionsAggregals $ 2.Q00,000
Liablliry(occurrence) 4g.X92570-03 01/10/2015 O1/i0/2016 v����dAdvanisingfn��ry $ 1,000,000
D Ee�,o�aRe��e $ �,000.000
❑ DaR+ags lo Prem��s Re�te0lo You $ l OQ,000
Med�cai Ezpenae(Any one�eraon) $ $,000
Businessowners Liability
E�ch Occur�ence� $ ,000
+�98�s9�e� $ ,000
Liquor Liability Ganmo�Cause Limn $ ,00�
Agge9ate Ltrnft $ ,ppp
Automobile Liability eoairy iry'uy.�ad,aerson $ 1,000,000
❑ Any Auto
❑ AIIOwnedAutos BoCilyllyUry-EeChACC�tlent $ 1,000,000
� ScheduledAutos 4S-X92510-05 05l1�}/201r1 05/14l2Q15 P�aP�Yp�e� g 1.00Q,000
❑ Hired Auto
❑ Nonowned Autos 6oqly Injury and Propeny oamage Canb�etl $ ,000
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Excess Liability
p Commerciai Bianket Excess 46-X92610.04 05/14J20�4 05l141�p15 Eac�+OCCUrrencelAggregate $ 2,000,000
❑
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DESCRIVTION OF OPERATIO+r9/IOCATIONS/VEMICLES J R�S7Rip710N3/SPECIAL ITEM$ tThe�nd��dual cr partners �Mave
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as additional insured on the CG 20 10 07 04�ndorsement.The Business Auto Policy 1s endorsed to ��oY�, untlgi iNS policy ❑H�,e�
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CERiIFICAYE Fi0L0ER'S NAM�ANDAD.DI2ESS ' CANCELLATION '
City of Oshkosh � Should any of the above descrtbea pol�csea De cancenea �erore tne exp�r�lan dale
Ihgr�f,�he comDany wN eriEeavor to mail'( 30 tl8y6�Wrill6n�otice to�hg Certlf�cete
215 C h u rch Ave Holder nameA,Dut faflure to mail;uch nolic¢yh�ll Imposg no oblig��pn or��aO��Ry of any KinC
upon lhe cvmpany,ns agents or repreaentaiives.•10 days unless d�fterent nvmbsr ot days
PO Box 1130 �^°�^�
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Oshkosh WI 54903-1130 S�bJed�o ca�ce9allon In coniormity with thei�iertns an0 by I�e laws of Ihe sl�e of igsvg,
DATE ISSUED AUTNORlzEO REPR�SENTA7ivE
02103l2015 Eric Soda
U-201 Ed.5/00 Stock No.06�68 Rev,7/02