12-MKE IT Standard Terms and Conditions Addendum, Template (03.27.25) v. 1.docx

MILWAUKEE COUNTY STANDARD AND CONDITIONS IT ADDENDUM FOR VENDOR

The Milwaukee County Standard Terms and Conditions Addendum (“Addendum”) to the Vendor, NAME OF CONTRACT, IF PROVIDED, (“Vendor Terms”) is entered into between Vendor, having its principal place of business at Address (“Vendor” and/or “Contractor”), and Milwaukee County, having its principal place of business at 901 North Ninth Street, Milwaukee, Wisconsin, 53233 (“County” and/or “Customer”) (collectively, the “Parties,” or individually, a “Party”) and is effective as on TBD (“Addendum Effective Date”).

Vendor acknowledges, accepts and agrees that the Addendum shall take precedence over the Vendor Terms. The Addendum shall take precedence over the terms of any Statement of Work (“SOW”), Vendor requirements and/or terms (as may be contained in any Vendor’s Quotation and/or Invoice), amendment, purchase order, change orders or any other documents entered between the Parties which is incorporated by reference into the Addendum or any other document which, collectively are referred to herein as the “Agreement”. In the event of a conflict between the terms of the Addendum and any documents incorporated by reference into the Agreement, the terms of the Addendum shall prevail.

The Parties agree as follows:

1. Term and Right of Termination.

1.1 Term. The Term of this Agreement shall commence on the Addendum Effective Date and continue in full force and effect for twelve (12) months (“Initial Term”), unless terminated in accordance with this Section. County shall have two (2) the options to extend for an additional twelve (12) month term (“Extension Term”). Such option(s) shall run consecutive to the Initial Term; and the intent to renew shall be exercised by written notice to Vendor at least thirty (30) days prior the then current Term expiration date.

1.1.1 The Initial Term and any Extension Terms of this Agreement referenced above are jointly referred to herein as the “Term” of this Addendum.

1.2 County’s Right of Termination. If Vendor fails to fulfill its obligations under the Agreement and/or SOW in a timely or proper manner, or violates any of its provisions, or for any reason, County shall have the right to terminate the Agreement by giving thirty (30) days’ written notice of termination, specifying the alleged violations and effective date of termination. It shall not be terminated if, upon receipt of the notice of termination, Vendor promptly cures the alleged violation prior to the end of the thirty (30) day period. However, this period to cure will not be required to delay termination of this Agreement where the breach involved is one which Vendor cannot cure within the prescribed cure period or is one which is impossible to cure. In the event of termination, County will only be liable for services rendered through the date of termination.

1.3 Termination for Convenience. Either Party may terminate this Agreement by giving the other Party thirty (30) days’ written notice prior to the end of the current SOW. In the event of termination for convenience, the County will only be liable for services rendered and accepted through the effective date of termination.

1.4 Termination Due to Insolvency. County may terminate the Agreement, immediately upon: (a) termination or suspension of Vendor’s business; (b) insolvency or filing of a voluntary or involuntary petition in bankruptcy, which petition is not dismissed within thirty (30) calendar days of filing; (c) appointment of a receiver, assignee or other liquidating officer for all or substantially all of the Vendor’s assets; or (d) an assignment for benefit of creditors.

1.5 The County may terminate this Agreement immediately and without any liability to the Vendor if the Milwaukee County Board of Supervisors fails to appropriate the funds required for the completion of this Agreement or any Statement of Work.

2. Effect of Termination

2.1 Upon termination of this Agreement, for whatever reason, Vendor shall stop the processing of Confidential Information or County Data unless instructed otherwise by County, in writing; and these undertakings shall remain in full force and effect until such time as Vendor no longer possesses Confidential Information or County’s Data. Parties shall agree, in writing, as to the deadline for Vendor to return the Confidential Information or County’s Data and to provide verification that the Confidential Information or County Data has been securely removed and/or securely deleted from Vendor’s systems and media.

2.1.1 “Confidential Information”, for purposes of this Agreement, Confidential Information shall be deemed to include all non-public information, materials, or data furnished by County or Vendor to the other Party or by or on behalf of either County or Vendor, and / or otherwise arising from and / or in connection with the Services which have been prominently identified as confidential information “that is identified as or would be reasonably understood to be private and / or proprietary, including but not limited to all information transmitted in writing, orally, visually, test data, blueprints, diagrams, computer programs, progress reports, and any other personal or intellectual property relating, as appropriate to County or Vendor or any information related to County’s operations, finance and / or staff that is shared by or on behalf of the County. The following shall not be considered “Confidential Information”:

2.1.1.1 Any information in the public domain at the time of its communication thereof to either Party by the other Party;

2.1.1.2 Any information, which enters the public domain, through no fault of the receiving Party, subsequent to the time of its communication thereof to the receiving Party;

2.1.1.3 Any information, which is obtained in good faith by either Party from a third party, provided such third party is not bound by a confidentiality agreement with the County or Vendor, or

2.1.1.4 Any information subject to Wisconsin Public Records Law, Wis. Stats. §19.21, et seq. Confidential Information of County includes, without limitation County Data.

2.2 Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information, County Data, payment, limitation of liability, indemnity and such other terms which by their nature survive termination, will survive termination of the Agreement.

3. Ownership of Data. All County Data processed and/or data created by use of the Licensed Products and Services are and remain the property of the County and Vendor shall not have any right in or to the County Data.

3.1 The Parties agree that at all times during the Term of this Agreement, the County shall have full access to and the ability to export any and all the County Data from Vendor and its Services at no cost to the County.

3.2 County Data shall not be used to train any publicly available Artificial Intelligence Models (“AI Models”). For purposes of this Agreement, “AI Models” means any collection of models and systems that can create new content, including text, images, video, audio, code simulations and/or synthetic data.

3.3 County Data shall not be used to train private generative AI Models that are shared among multiple Vendor customers or third parties.

3.3.1 County Data may only be used to train private generative AI Models if the following conditions are met:

· The training generative AI Model can be deleted upon termination of this Agreement,

· If County Data is aggregated or used for training of generative AI Model, the entire dataset or model must be deleted upon County’s written request or termination of this agreement.

3.4 Vendor shall not aggregate County Data with data from other Vendor customers and/or third parties, including public entities, without the prior written consent of the County.

3.5 Before using an AI Tool(s) in conjunction with any County Data (whether in Vendor’s own or a third party’s system or software), Vendor shall obtain County’s written consent. For purposes of this Agreement, “AI Tool(s)” shall mean any software, applications, or other tools, whether developed by the Vendor or a third party, which use artificial intelligence algorithms, Generative AL and/or Machine Learning. For purposes of this Agreement, Generative Artificial Intelligence (“Generative AI”) means any collection of models and systems that can produce and create a new content, including text, images, video, audio, code simulations and/or synthetic data. Such request for consent must include:

· A description of the County Data types that will interact with or be consumed by the AI Tool,

· All locations where County Data provided to the AI Tool will be processed or stored, and

· The purposes for which any AI Output will be used.

3.6 In the event County, in its sole discretion, provides written consent to the Vendor to use AI Tool(s) in conjunction with any County Data:

· Vendor agrees that County Data made available to the AI Tools will be limited;

· AI Output and County to only the data types approved and necessary to meet the approved purposes consistent with the relevant Services provided by Vendor to County or its affiliates;

· Vendor represents and warrants that Vendor has the power and authority to grant the license and all other rights it extends under the Agreement, including any deliverables resulting from Generative AI;

· AI Output and County Data shall not be used, without County’s express written consent, for the purposes of training and improving Vendor’s services used in support of Vendor’s other customers;

· Vendor has the right aggregate, collect and analyze information relating to performance (“Analytics”) of AI Tools and shall be free to use the Analytics for the sole and limited purpose of improving efficiency/effectiveness of Vendor products and services, provided such use is in an aggregated and anonymized format that does not identify the County.

3.6 Upon termination or expiration of the Agreement, Vendor agrees to, at no additional cost to County, immediately return all County Data in its systems, Licensed Products and/or Service, in a machine-readable format mutually agreed upon by both Parties.

3.7 Vendor agrees to destruct all County Data stored by Vendor in its systems, Licensed Products, Services or site, upon termination of this Agreement, and shall certify to County that the County Data has been destroyed and that no copies or backups remain.

NOTE: Determine the need for what needs to be returned to County, if and when, services are terminated. Determine whether it should be in the SOW or is it better placed here. Examples to be considered are asking for a data dictionary, records, computations, survey information, or any materials collected by Vendor.

4.3 Form of Payment.

4.4 Invoice Delivery Address. All invoices along with the supporting documents, as required in the Agreement, shall be sent by email and postal mail to both of the following addresses:

Milwaukee County Attn: Accounts Payable 901 N. 9th Street, Room 301 Milwaukee, WI 53233 APinvoices@milwaukeecountywi.gov

With a copy to:

Milwaukee County DAS-IMSD Attn: IMSD Invoices 633 W. Wisconsin Avenue, STE 1100 Milwaukee, WI 53203 IMSDinvoices@milwaukeecountywi.gov

4.8 Payment Does Not Imply Acceptance or Waiver of Rights. The making of any payment by County, or receipt thereof by Vendor, shall not imply waiver of any representations or warranties or requirements of the SOW or the Agreement.

4.9 Refund of Prepaid Fees. In the event the County prepays subscription, licensing, support and maintenance or other fee to the Vendor under the terms of the Agreement, if the Service and/or Deliverable is not completed and/or provided to the County within the Term of this Agreement, any unearned portion of such fee shall be refunded to the County upon the County’s written request for such a refund.

5. Business Continuity. VENDOR shall maintain appropriate contingency plans providing for continued operations in the event of a catastrophic event affecting VENDOR business operations. VENDOR will furnish a summary of its business continuity policies and practices to County upon request.

The Parties agree that there will be no additional costs to process disaster recovery services at the Disaster Recovery Facility in the event of a disaster that shuts down Data Center where Subscription Software is hosted or for testing at the disaster recovery site.

7. Choice of Law; Arbitration and Regulation.

7.1 Governing Law. The Agreement shall be governed by and interpreted in accordance with the laws of the State of Wisconsin, without application of any conflict laws provisions thereof. The United Nations Convention on the International Sales of Goods (CISG) shall not apply to the interpretation or enforcement of the Agreement. All legal actions hereunder shall be brought in the State of Wisconsin; and the exclusive forum and venue for such disputes shall be Milwaukee County Circuit Court located in Milwaukee, Wisconsin. Each Party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum.

7.2 Arbitration. In the event that the Parties are unable to resolve differences that may arise relating to the Agreement, all disputes arising from the Agreement shall be resolved through the Milwaukee County Circuit Court, unless both Parties agree to binding arbitration, which shall take place in Milwaukee, Wisconsin. If arbitration is agreed to, the arbitration shall be governed by the most recently published Commercial Arbitration Rules of the American Arbitration Association. Both Parties agree to submit disputes to a single arbitrator acceptable to both Parties. The arbitrator will be selected from a list compiled by the Parties’ respective legal counsel. Every person named on the list of potential arbitrators must be a neutral and impartial lawyer who has at least fifteen (15) years specializing in the field of general commercial litigation and is knowledgeable about software licensing contracts. The arbitrator shall base its award on applicable law and judicial precedent and unless both Parties agree, otherwise shall include in such awarded the finding of fact and conclusions of law upon which the award is based. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

7.3 Severability. If any provision of the Agreement and/or any SOW is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provision of the Agreement will remain in full force and effect.

7.4 Effect of Regulation. Should any local, state or national regulatory authority having jurisdiction over County enter a valid and enforceable order upon County which has the effect of changing or superseding any term or condition of the Agreement, such order shall be complied with, but only so long as such order remains in effect and only to the extent actually necessary under the law. In such event, the Agreement shall remain in effect, unless the effect of the order is to deprive County of a material part of its Agreement with Vendor. In the event this order results in depriving County of material parts or raising their costs beyond that defined in the Agreement, County shall have the right to rescind all or part of the Agreement (if such a rescission is practical) or to end the Agreement term upon thirty (30) days written prior notice to Vendor. Should the Agreement be terminated under such circumstances, such termination shall be considered a termination for convenience.

8. Insurance:

Every contractor and all parties furnishing services or product to County or any of its subsidiary companies must provide County with evidence of the following minimum insurance requirements. In no way do these minimum requirements limit the liability assumed elsewhere in the Agreement. All Parties shall, at their sole expense, maintain the following insurance:

8.1 Commercial General Liability Insurance including contractual coverage: The limits of this insurance for bodily injury and property damage Combined shall be at least:

8.2 Business Automobile Liability Insurance: Should the performance of this Agreement involve the use of automobiles, Vendor shall provide comprehensive automobile insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles. Vendor shall maintain limits of at least $1,000,000 per accident for bodily injury and property damage combined.

8.3 Workers’ Compensation Insurance: Such insurance shall provide coverage in amounts not less than the statutory requirements in the state where the work is performed, even if such coverages are elective in that state.

8.4 Employers Liability Insurance:

Such insurance shall provide limits of not less than $500,000 policy limit.

8.5 Cyber Liability Insurance:

The limits of this insurance shall be at least per occurrence:

Additional Requirements:

8.7 Vendor shall require the same minimum insurance requirements, as listed above, of all its contractors, and subcontractors, and these contractors, and subcontractors shall also comply with the additional requirements listed below.

8.8 The insurance specified in (8.1), (8.2), and (8.6) above shall: (i) name County including its directors, officers, employees and agents as additional insureds by endorsement to the policies, and (ii) provide that such insurance is primary coverage with respect to all insureds and additional insureds.

8.9 The above insurance coverages may be obtained through any combination of primary and excess or umbrella liability insurance. County may require higher limits or other types of insurance coverage(s) as necessary and appropriate under the applicable purchase order.

8.10 Except where prohibited by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against County, its subsidiaries, its agents, servants, invitees, employees, co-lessees, co-venturers, affiliated companies, contractors, subcontractors, and their insurers.

8.11 Vendor shall provide certificates evidencing the coverages, limits and provisions specified above on or before the execution of the Agreement and thereafter upon the renewal of any of the policies. Vendor shall require all insurers to provide County with a thirty (30) day advanced written notice of any cancellation, nonrenewal or material change in any of the policies maintained in accordance with this Agreement. Coverage must be placed with carriers with an A. M. Best rating of A- or better.

9. Indemnification and Limitation of Liability

9.1 The Parties agree to the fullest extent permitted by law, to indemnify, defend and hold harmless, the other Party and its agents, officers and employees, from and against all loss or expenses including costs and attorney’s fees by reason of liability for damages including suits at law or in equity, caused by any wrongful, intentional, or negligent act or omission of the indemnifying party, or its (their) agent(s) which may arise out of or are connected with the activities covered with the activities covered by this Agreement. The Customer’s liability shall be limited by Wis. Stat. Section 893.80 for general liability.

9.1.1 VENDOR shall indemnify and hold County harmless from and against any loss, cost, claim, damage and/or expenses arising out of or from any encumbrances including without limitation any material adverse effect upon the Services, County’s use thereof, access thereto, or any of County’s right hereunder in any manner.

9.2 The foregoing obligations are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnity is claimed, provided however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent that such indemnifying party is materially prejudiced by such failure; (b) complete control of the defense and settlement thereof by the indemnifying party, provided that no settlement of an indemnified claim shall be made without the written consent of the indemnified party; and, (c) reasonable cooperation by the indemnified party in the defense as the indemnifying party may request. The indemnified party shall have the right to participate in the defense against the indemnified claims with counsel of its choice at its own expense.

9.3 LIMITATION OF LIABILITY. EXCEPT AS SET FORTH IN THE INSURANCE, WARRANTY, INDEMNIFICATION AND LIABILITY PROVISIONS OF THIS ADDENDUM, THE TOTAL LIABILITY OF VENDOR TO COUNTY IN CONNECTION WITH THIS ADDENDUM, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE LIMITED TO THE TWICE THE AMOUNT PAID BY COUNTY TO VENDOR UNDER THIS ADDENDUM AND/OR AGREEMENT OR SOW. NOTHING IN THIS SECTION SHALL LIMIT VENDOR’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY VENDOR’S NEGLIGENCE; OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY VENDOR’S NEGLIGENCE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CONSTITUTE A WAIVER OF ANY OTHERWISE APPLICABLE IMMUNITY OR LIMITATION ON LIABILITY TO COUNTY UNDER WISCONSIN LAWS.

THIS LIMITATION OF LIABILITY SHALL NOT PRECLUDE COUNTY FROM CLAIMING UNDER ANY INSURANCE PROVIDED UNDER THIS AGREEMENT UP TO THE FULL AMOUNT PAYABLE UNDER SUCH INSURANCE.

9.4 Vendor shall indemnify and hold harmless County and its officers, employees, directors, supervisors and agents from, and defend against, any and all claims, losses, liabilities, costs and expenses, reasonable attorneys’ fees, consultants’ fees and court costs (collective, “Covered Claims”), to the extent that such Covered Claims arise from, or may be in any way attributable to Vendor’s use of AI Models, AI Tools or County’s use of AI Output.

OR

9.4 Vendor represents and warrants that its products, systems and/or services does not have and/or use any AI Tools or AI Models.

10. Software License.

11.1 Title. VENDOR warrants that it has full title to, and ownership of each Product provided to County under the SOW, and that it has full power and authority to grant the licenses granted to County by the SOW. County’s use of each Licensed Product will in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, or other proprietary right of any third party. There is currently no actual or threatened suit by any third party based on an alleged violation of its rights by VENDOR.

12.1 Hardware Replacement. For hardware issues requiring replacement, VENDOR shall respond to the request to replace made by the County within twenty-four (24) hours. The County shall grant VENDOR or its representative access to the equipment for the purpose of repair or replacement at reasonable times. VENDOR will keep the County informed regarding the time frame and progress of the repairs or replacements. Hardware replacement services for defective or malfunctioning hardware shall be provided at no additional fees or costs to the County. This includes parts for update. VENDOR shall replace equipment with new rather than refurbished and/or re-conditioned equipment.

12.2 Purchased Equipment and Hardware Warranty. For Equipment and Hardware purchased from VENDOR by the County, VENDOR warrants that it shall have good title to all Equipment and Hardware furnished to County; and, that the title shall be free and clear of all liens and encumbrances. Title to the Equipment and Hardware shall pass from VENDOR to County upon payment of fees for such Equipment and Hardware. VENDOR warrants that the Equipment and Hardware shall be free of defect; and VENDOR shall repair or replace, without any additional charge, any Equipment and Hardware directly provided by VENDOR that fails to function properly due to normal wear and tear, defective workmanship, or defective materials for at least one (1) year after payment by the County of fees for such Equipment and Hardware as set forth in any SOW (“Warranty Period”). All warranty remedies as to the property covered, the entitled response, and the duration of the coverage period, will be governed the warranty policy of the original equipment manufacturer.

13. Maintenance of Records. Vendor shall maintain accurate and complete documents and records relating to charges under the Agreement and documents relating to confidentiality, subcontracts and intellectual property ownership. All financial records shall be maintained in accordance with generally accepted accounting principles. All such documents and records shall be kept and maintained by Vendor and shall be made available to County during the term of the Agreement and for a period of three (3) years thereafter.

14. County’s Right to Audit. The Contractor/Vendor, Lessee, or other party to the contract, its officers, directors, agents, partners and employees shall allow the County Audit Services Division and department contract administrators (collectively referred to as Designated Personnel) and any other party the Designated Personnel may name, with or without notice, to audit, examine and make copies of any and all records of the Contractor, Lessee, or other party to the contract, related to the terms and performance of the Contract for a period of up to three years following the date of last payment, the end date of this contract, or activity under this contract, whichever is later. Any subcontractors or other parties performing work on this Contract will be bound by the same terms and responsibilities as the Contractor. All subcontracts or other agreements for work performed on this Contract will include written notice that the subcontractors or other parties understand and will comply with the terms and responsibilities. The Contractor, Lessee, or other party to the contract, and any subcontractors understand and will abide by the requirements of Section 34.09 (Audit) and Section 34.095 (Investigations Concerning Fraud, Waste, and Abuse) of the Milwaukee County Code of General Ordinances.

15. Public Records.

Both Parties understand that County is bound by the public records law, and as such, all of the terms of the Agreement are subject to and conditioned on the provisions of Wis. Stat. § 19.21, et seq. Vendor hereby agrees that it shall be obligated to assist County in retaining and timely producing records that are subject to the Wisconsin Public Records Law upon any statutory request having been made. Except as otherwise authorized by County in writing, records that are subject to the Wisconsin Public Records Law shall be maintained for a period of three years after receipt of final payment under the Agreement.

In the event that County receives a request to disclose any Vendor information defined as “Confidential Information” or labeled as such by Vendor, County will promptly provide Vendor notice of the open records request to enable Vendor to resist any required disclosure and/or to obtain suitable protection regarding such required disclosure by County. In the event the designation of “Confidential Information” of such Vendor information is challenged by the requestor and Vendor resists disclosure by County, Vendor hereby agrees to provide legal counsel or other necessary assistance to County to defend the designation of confidentiality and agrees to indemnify and hold County harmless for any costs or damages arising out of County’s agreement to withhold such Vendor information from disclosure.

16. Assignment, Merger or Acquisition.

16.1 Assignment, Merger or Acquisition. Neither Party may assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, VENDOR MAY ASSIGN OR TRANSFER THE Agreement in the event of a merger, consolidation, stock transfer or sale of all or substantially all of its assets, provided however, that any such assignee (i) is not debarred from doing business in the State of Wisconsin; and (ii) holds similar or larger market share in the software industry. Any attempt to assign or transfer the Agreement or any other Agreement in contravention of this Paragraph is void.

Unless in writing, no failure or delay by a Party to exercise any right it may have under the Agreement, shall operate as a waiver or modification of the Agreement and shall be construed to be a waiver of the right of such Party thereafter to enforce each and every provision of the Agreement. No waiver by a Party of any breach of the Agreement shall be deemed a waiver of any other breach. A Party’s failure to enforce its rights with respect to any single or continuing breach of the Agreement will not act as waiver of the right of that Party to later enforce such rights or to enforce any other or a subsequent breach.

18. Force Majeure.

Except with respect to the payment of fees hereunder, neither Party will be liable to the other for any failure or delay in performance under the Agreement due to circumstances beyond its reasonable control, limited to, Acts of God, war, terrorist acts and official, governmental and judicial action not the fault of the Party failing or delaying in performance, or the threat of any of the foregoing. Force majeure shall not be allowed unless within ten (10) calendar days of the occurrence of force majeure, the Party whose performance is delayed thereby shall provide the other Party with a written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeure events.

19. Conflict of Interest and Non-Collusion.

19.1 Conflict of Interest. Vendor will not knowingly employ as a director, officer, employee, agent or subcontractor any elected or appointed office of County or any member of his/her immediate family.

19.2 Non-Collusion. Vendor hereby represents and agrees that it has no way entered into any contingent fee arrangement with any firm, employee of County, or other person or entity concerning the obtaining of the Agreement. In addition, Vendor agrees that a duly authorized Vendor representative will sign a non-collusion affidavit, in a form acceptable to County that Vendor has not received from County any incentive or special payments, or considerations not related to the provision of the software and services described in the Agreement.

If, after notice of a violation to Vendor, further violations of the section are committed during the term of the Agreement, County may terminate the Agreement without liability for the uncompleted portion or any materials or services purchased or paid for by Vendor for use in completing the Agreement, or it may permit Vendor to complete the Agreement, but, in either event, Vendor shall be ineligible to bid on any future contracts let by County.

21. Independent Contractor Nothing contained in the Agreement shall constitute or be construed to create a partnership or joint venture between County or its successors or assigns and Vendor or its successors or assigns. In entering into the Agreement, and in acting in compliance herewith, Vendor is at all times acting and performing as an independent contractor, duly authorized to perform the acts required of it hereunder. Nothing contained in the Agreement shall give Vendor any authority to supervise, manage, and/or direct County employees.

22. NOTICES.

All notices related to this Agreement shall be in writing (unless another verifiable medium is expressly authorized) and shall be deemed delivered when:

22.1 Actually received, or

22.2 Upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the Party, or

22.3 If not actually received, ten (10) days after deposit with the United States Postal Services authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the respective other party at the address(es) set out in this section of this Master Agreement, or such other address set out in this section of the Agreement, or such other address as the Party may have designated by Notice or Amendment to the Agreement; or,

22.4 Consequences to be borne due to failure to receive a notice due to improper notification by the intended receiving part of the intended receiving party’s new address will be borne by the intended receiving party. The addresses for any notices under this Agreement are as follows:

VENDOR:

INSERT BY VENDOR

Milwaukee County

Milwaukee County Office of Corporation Counsel Attention: Scott Brown 901 North 9th Street, Room 303 Milwaukee, WI 53233 Scott.Brown@milwaukeecountywi.gov

23. Targeted Business Enterprise Participation.

If required, Vendor shall use reasonable efforts to establish Disadvantage Business Enterprise (“DBE”) participation goals, consistent with Milwaukee County DBE goals of up to seventeen (17%) percent for goods, services, purchases and subcontract; and, to use good faith efforts to achieve those goals.

The Milwaukee County Office of Economic Inclusion shall assist Vendor in soliciting potential DBE vendors for the improvements and monitor such goal attainment. Vendor’s contact regarding DBE participation is:

Milwaukee County Office of Economic Inclusion 633 West Wisconsin Avenue, 9th Floor Milwaukee, WI 53233 GENERAL EMAIL: OEI@milwaukeecountywi.gov

STAFF PHONE NO. 414-278-4747

The Parties agree that no DBE goal has been established and no goal is required under this Agreement.

If a Goal is set, use this clause:

The VENDOR shall comply with Milwaukee County Ordinance Chapter 42 and CFR 49 part 23, which has an overall goal of up to seventeen (17%) percent participation of certified Disadvantage Business Enterprise (DBE) on [professional/service] contracts. In accordance with this, the VENDOR shall ensure that DBEs have the maximum opportunity to participate in this project.

The specific goal from this project is _____ percent (___%).

24. Milwaukee County Directives The following Milwaukee County Directives are incorporated by reference into the Addendum:

IN WITNESS WHEREOF, the Parties hereto have executed this Addendum on the Addendum Effective Date.

Vendor Effective Date: TBD