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Home My WebLink AboutVandewalle & AssociatesAGREEMENT This AGREEMENT, made on lhe 3� day of '��`°`�`� , 2015, by and between the CITY OF OSHKOSH, party of the f rst part, hereinafter referred to as CITY, and VANDEWALLE & ASSOCIATES, INC., 120 East Lakeside Street, PO Box 259036, Madison, WI 53725-9036, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideretion hereinafter named, enter into the following AGREEMENT for the Sign Ordinance Update ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the PROJECT described in this AGREEMENT: Mike Slavney- Principal Planner 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 II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: Darryn Burich — Planning Manager ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's Proposal dated December 1, 2015 to update lhe City of Oshkosh Sign Ordinance. CITY may make or approve changes within the altached general Scope of Services in this AGREEMENT. If such changes affecl CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. All reports, specifcations, feld data, notes, and other documents prepared by CONSULTANT as instruments of service will remain the property of CITY (upon payment in full to CONSULTANT) subject to the following: 1. CITY cannot remove CONSULTANT'S logo from the graphics; 2. CITY grants the CONSULTANT a non-transfereble, non-exclusive, perpetual license to use any and all Work Product developed or produced pursuant to this AGREEMENT. Page 1 of 5 3. For one year after adoption of the Ordinance, Planning Services Division will not provide the Ordinance in the original format unless specified in the Open Records Request or Freedom of Information Act. ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professional consultants or consultants pertorming the same or similar services at the time said services are pertormed. CONSULTANT will re- perform any services not meeting this standard without additional compensation. ARTICLE V. RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. CONSULTANT is not responsible for any errors or omissions in the information from others that the CONSULTANT reasonably relied upon and that are incorporated into the record drawings. ARTICLEVI. CITYRESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the CONSULTANT'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 work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CONSULTANT's Proposal dated December 1, 2015. The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent wiFh sound professional prectices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For lhe purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to peAorm its services in an orderly and effcient manner, lhe CONSULTANT shall be entitled to an equitable adjusiment in schedule. Page 2 of 5 ARTICLE VIII. 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. CONSULTANT's Proposal dated December 1, 2015 and attached hereto. In the event that any provision in any of lhe above component parts of this AGREEMENT conFlicts with any provision in any other of the component parts, the provision in the component part f ret enumerated above shall govern over any other component part which follows it numerically except as may be otherwise speciflcally stated. ARTICLE IX. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT 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: Lump Sum of $ 3,680 (Three Thousand Six Hundred Eighty Dollars). B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT 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 CONSULTANT 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 su6ject amendment. ARTICLE X. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or resuR from the intentional or negligent acts of the CONSULTANT, his/her agents or assigns, his/her employees, or his/her subcontractors related however remotely to the performance of this AGREEMENT or be caused or result from any violation of any law or administretive 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 for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specifed in this paragraph. Subjed to any limitations contained in Sec. 893.80 and any similar statute, of the Wsconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind Pa9e 3 of 5 and description (including death), or damages to person or property arising out of re-use of the documents withoul consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. ARTICLE XI. WSURANCE The CONSULTANT agrees to obtain Generel Liability Coverage of $500,000 per occurrence. The following must be named as additional insureds — Ciry of Oshkosh, and its officers, council members, agents, employees, and authorized volunteers. Certificates of Insurance acceptable to the CITY shall be submitted to the Department of Communiry Development prior to the commencement of the work. These certificates shall contain a provision that coverage afforded under the policies will not be cancelled or non- renewed until at least 30 days prior written notice has been given to the City Clerk of the City of Oshkosh. ARTICLE XII. TERMINATION A. For Cause. If the CONSULTANT 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 CONSULTANT. In this event, the CONSULTANT shall be entilled 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 lhe CONSULTANT no later than ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the CONSULTANT shall be entilled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachmenls contain all terms and conditions of the AGREEMENT and any alteration lherelo shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XIII SUSPENSION DELAY OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contrect price and schedule shall be equitably adjusted. ARTICLE XIV. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. Page 4 of 5 In the Presence of: VANDEWALLE ASSO/C/IATES �/�L��K !/✓LC'"`i�'i/f % BY: � (Seal of Consultant if a Corporation) (Nonna Anderson, Business Manager) By: (Specify Title) CITY OF OSHKOSH .�/- ` -- � i .�'; �.;;� By: �m-��r'1/%"�� tness) ' �- � Mark A. Rohloff, City Manager , / , � / [� �� II f i;�: i . _ %� 1i .'/ �a l-, And: Lk .�� \ L �, . W�'..��- � � �tness) / ` Pamela R. Ubrig, City Clerk� APP OVED: � I hereby certify that the necessary provisions have been made to pay the liability which � ' will accrue under this AGREEMENT. �� ..&� At orney , � Ci� omptr�� Page 5 of 5