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HomeMy WebLinkAboutNeighborhood Reinvestment Corp & Oshkosh PROFESSIONAL SERVICES AGREEMENT-REVALUATION ust- THIS AGREEMENT, made on the V-111-day of=016 by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and Neighborhood Reinvestment Corporation, dba Neighborworks America, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. 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. Consultant's Professional Services Proposal dated July 25, 2016 and attached hereto as Exhibit 1: Success Measures Scope of Services. In the event that 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. CONSULTANT'S REPRESENTATIVE A. Assignment of Consultant's Representative. The CONSULTANT shall assign the following individual to manage the project described in this contract: Nancy Kopf, Director, Evaluation Services B. Changes in Consultant's Representative, 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 lil. CITY REPRESENTATIVE RECEIVED The CITY shall assign the following individual to manage this Agreement AUG CITY CLEM' Elizabeth Williams, Associate Planner OFFICE ARTICLE IV. SCOPE OF WORK The CONSULTANT shall provide the services described in the Consultant's proposal (Exhibit 1) dated July 25, 2016. CITY may make or approve changes within the general Scope of Services contained within Exhibit 1: Success Measures Scope of services in this AGREEMENT. If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable i adjustment will be made through an amendment to this AGREEMENT, ARTICLE V. RECORDS AND INSTRUMENTS OF SERVICE All reports, drawings, software, data, computer files, and other materials, documents and instruments prepared by CONSULTANT 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 Consultant 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 VI. CITY RESPONSIBLITIES The CITY shall furnish, at the CONS ULTANT'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, CONSULTANT may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. 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. TERM AND TERMINATION A. Term. This Agreement shall commence on August 1, 2016 and shall terminate on July 31, 2017 unless terminated earlier by one of the parties as provided below. B. Termination. 1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the other party shall have the right to terminate this Agreement by written notice. In this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice. 2. For Convenience, The CITY may terminate this Agreement at any time by giving written notice to the CONSULTANT no later than 30 calendar days before the termination date. ARTI`OLIEVIII. TIME OF COMPLETION I Th6 ONSULTANT shall perform the services under this Agreement with reasonable diligence and eCcjier; cfy,consistent with sound professional practices. The CITY agrees that the CONSULTANT is not`respohAid for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, or failure of performance by the CITY. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. 2 ARTICLE IX. SUSPENSION, DELAY, OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the Services of CONSULTANT forthe convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ARTICLE X. ASSIGNMENT Consultant shall not have the right to assign this Agreement without the written prior consent of the City. ARTICLE XI. INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor and is not an employee of the CITY. ARTICLE XII. CONSULTANT TO HOLD CITY 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 result from the intentional or negligent acts of the CONSULTANT, its agents or assigns, its employees, or its 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 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 specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin 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 and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, 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. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment ARTICLE XIII. COOPERATION IN LITIGATION AND AUDITS Consultant 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 Consultant is a named party and Consultant and the City have not entered into a mutually acceptable joint defense agreement. 3 Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Consultant'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 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 Consultant 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, Consultant shall not be' entitled to additional compensation for employee services provided under this paragraph. ARTICLE XIV. 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$4,875 (Four Thousand Eight Hundred Seventy Five Dollars). B. Method of Payment. The CONSULTANT shall submit an invoice for ($2,250) for the Success Measures Data System (SMDS) subscriptions and Evaluation Learning Center Access upon signing of this Agreement. Consulting and training services rendered will be invoiced on a quarterly basis(see schedule in Exhibit 1)for the work conducted during the quarter, not to exceed the total of$2,625. 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 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 subject amendment. ARTICLE XV. CONDUCT The Consultant will be performing tasks for the City that may, in some cases, lead to acrimonious interactions with residents. Abusive or unprofessional language or actions towards others by the Consultant while performing these inspections functions are prohibited and will not be tolerated. Similarly, the Consultant shall not be expected to tolerate others who are abusive or inconsiderate to the Consultant. The Consultant shall remove him/herself from all situations involving abusive or unprofessional language or actions, regardless of who instigates such events. After removing him/herself from such situation, the Consultant 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. 4 ARTICLE XVI. 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 performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. ARTICLE XVII. INSURANCE' The CONSULTANT agrees to abide by the attached Cityof Oshkosh Insurance Requirements for Professional Services. ARTICLE XVIII. WHOLE AGREEMENT I AMENDMENT 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 ah afflNdhWVWthis Agreement. ARTICL-E--XIX. NO-TH1Rbb ARTY BENEFICIARIES ;y#.tr#1J i YRAi011 This AGREEMENT giypA r,�q; g ts,gr benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. ARTICLE XX. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between the parties hereto and 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 XXI. NO WAIVER 1111511]711f U1 / , Failure of either party to insist upon the strict performance of terms and'br6i`s ns;;of t N or re1Inggs agreement, or any of them, shall not constitute or be construed as a waiver h�enf of that party's right to thereafter enforce such term or provision, and that term of the'pToW;sionsls alI continue in full force and effect. " ARTICLE XXII. NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race, color, creed, age, and'gender, or as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement ARTICLE XXIII. SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. 5 ARTICLE XXIV. CHOICE OF LAW AND VENUE 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. ARTICLE XXV• NOTICES All notices, required to be sent, to the Consultant shall be sent to the following address: Robyn Germain Program Services Manager, Success Measures NeighborWorks America 999 North Capitol Street NE Washington, DC 20002 rgermain@nw.org 505-524-9974 All notices, required to be sent, to the City shall be sent to TIVI M' ' res: 6O8C CAN SWORN TO GER ME Elizabeth Williams THIS 215 Church Avenue PO Box 1130 OT err ua�i � Oshkosh, WI 54903-1130 myC0 w In the Presence of: NEIGHBORWORKS AMERICA NancyNKopf, Dlr 'k## r, Evaluation Services (Seal of Contractor if a Corporation.) By: `yturrirlrrrry r s .-b , (Specify Title) ` A - C ..' CITY OF OSHKOSH Mek A. Rohloff, City Manager (Witn s) And: ; %�, (Witness) Pamela R. Ubrig, Cit Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will } accrue under this contract. % DNAN "W)YY.h' J11rtA. /'-Z-1 yArney ity Comp iYof er 6