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HomeMy WebLinkAboutLifeline Systems Inc d/b/a LifeQuest ServicesAGREEMENT THIS AGREEMENT, made on the 1St day of June, 2017, by and between the CITY OF OSHKOSH, hereinafter referred to as CITY, and Lifeline Systems, Inc. d/b/a LifeQuest Services, a corporation organized and existing under the laws of the State of Wisconsin, whose address is N2930 State Road 22, Wautoma, Wisconsin 54982, 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. COMPONENT PARTS OF THE CONTRACT 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. City's Request for Proposals 3. Contractor/Consultant's Proposal 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. CONTRACTOR'S REPRESENTATIVE A. Assignment of Contractor's Representative. The Contractor shall assign the following individual to perform the services described in this Agreement and be the main point of contact between the City and Contractor: B. Changes in Contractor's Representative. The City shall have the right to approve or disapprove of any proposed change from the individual named. 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 individual to manage the project described in this Agreement: Battalion Chief Chuck Hable 1 ARTICLE IV. SCOPE OF WORK The Contractor shall provide the services described in the City's Request for Proposals and in the Contractor's submittal. If there are any conflicts between the Request for Proposals and the Contractor's submittal, the City's Request for Proposals shall govern unless the City specifically agrees in writing to modification of the requirement. City may make or approve changes in the general scope of services contained in this Agreement, the Request for Proposals and/or the Contractor's submittal. Such changes shall be made by written amendment to this Agreement or other written direction to the Contractor which shall be acknowledged and accepted by the Contractor. ARTICLE V. CITY REPONSIBILITIES The City shall furnish at 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. To prevent any unreasonable delay in Contractor's performance of work, City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. RTICLE VI. STANDARD OF CARE The Standard of Care applicable to Contractor's Services will be the degree of skill and diligence normally employed by professional Contractor's or consultants performing the same or similar services at the time said services are performed. Contractor will re- perform any services not meeting this standard without additional compensation. ARTICLE VII. RECORDS AND INSTRUMENTS OF SERVICE Contractor requires only one copy of all submission material for review. Although not required, submission by electronic means is preferred over hard -copy. All reports, drawings, specifications, computer files, email or other correspondence, field data, and other documents and instruments prepared by the Contractor as instruments of service shall be retained by Contractor and shall be and remain the property of the City. Contractor acknowledges and understands that City is a governmental entity and subject to Wisconsin's Public Records Law and that Contractor's written documents collected and prepared under this Agreement are subject to the Wisconsin Public Records law through Contractor's entry into this agreement. Contractor agrees that it will fully and completely cooperate with the City to provide all documents related to this Agreement to the City to allow the City to evaluate the documents and respond to any records requests. Contractor may provide the City with an explanation of why the Contractor believes any document should not be released to the public however, City shall make all final determinations regarding the existence or release of any document related to this Agreement according to the Public Records law. oil ARTICLE VIII. TERM Unless otherwise terminated as provided herein, and subject to the annual appropriation of funds by the City to make the City's payments hereunder, the initial term of this Agreement shall be for three (3) years commencing on January 1, 2017 and expiring on December 31, 2019; provided however the City shall have the option to renew this Agreement for two (2) additional one (1) year periods under the same terms and conditions as set forth herein by giving written notice to the Agency of the City's election to so extend the term hereof, such notice to be given not less than ninety (90) days prior to the expiration of the initial term or any successive additional term. The Contractor 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, failure of applicants to provide necessary or requested information; 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 Contractor to perform its services in an orderly and efficient manner, the Contractor shall be entitled to an equitable adjustment in schedule. ARTICLE IX. TERMINATION Either party to this Agreement may terminate this contract at any time by giving written notice to the other party no later than 90 calendar days before the termination date. If the Agreement is terminated, then the Contractor shall be entitled to compensation for any satisfactory work performed to the date of termination. Contractor's duties and responsibilities regarding submission of materials, cooperation, and hold harmless shall survive the termination of this Agreement. ARTICLE X. PAYMENT A. Fees. Client shall pay Agency the fees set forth in this Article ("Fees") Phase One. 5.25 % of the Patient Accounts collected in phase one by 911 Pro Billing as further detailed in Agency's Proposal ("Phase One"). Phase Two. 5.25 % of the Patient Accounts collected in Phase Two as 911 Pro Billing as detailed in Agency's Proposal ("Phase Two"). Phase Three. 28 % of the Patient Accounts collected in Phase Three as LifeQuest as detailed in Agency's Proposal. Client is responsible for all attorney's fees and collection costs for filing a conciliation court action. Agency shall assist the Client in the process of preparing for the hearing, however, Agency is prohibited from engaging in the practice of law in any manner 3 relating to such action and shall not represent Client according to Wisconsin Statute § 757.30. ARTICLE XI. INSURANCE The Contractor shall carry insurance to cover its negligence and other obligations related to this Agreement which includes the City and its employees and agents as additional insureds for work required by this Agreement. The Contractor's insurance must be primary insurance. The type of insurance and coverages must conform to the attached City of Oshkosh Insurance Requirements. ARTICLE XII. 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 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. ARTICLE XIII. 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 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 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 does not include wages, salaries, benefits and VA other employee compensation. Contractor shall not be entitled to additional compensation for employee services provided under this paragraph. ARTICLE XIV. INDEPENDENT CONTRACTOR Contractor is an independent contractor and is not an employee of the City of Oshkosh. ARTICLE XV. ASSIGNMENT Contractor shall not have the right to assign this Agreement without the prior written consent of the City. ARTICLE XVI. 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 tem or provision shall continue in full force and effect. ARTICLE XVII. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Contractor and has no third party beneficiaries with rights created hereunder. ARTICLE XVIII. 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 or the failure to include a term, covenant or provisions 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 provision contained herein. ARTICLE XIX. WHOLE AGREEMENT 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. ARTICLE XX. SEVERABILITY If any term, covenant, condition or provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and the remainder of the Agreement shall remain valid and enforceable to the fullest extent permitted by law. ARTICLE XXI. 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. 61 IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this Agreement to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller, and Contractor hereunto set its hand and seal this date as first written above. In the Presence o : (Seal of Contractor if a Corporation.) APPROVED: �_ - W Lynn Lorenson By: W42�� Micha inn CEO CITY OF OSHKOSH By: Mark A. Rohloff, City Man ger And: Pamela R. Ubrig, City Clerk I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. City Comptroller Trena Larson 0