17-Exhibit A - Sample Contract.pdf

COMMUNITY REINTEGRATION CENTER

INFOR Contract #

Bonfire Contract # Professional Service Agreement

Vendor Name

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MILWAUKEE COUNTY

PROFESSIONAL SERVICE AGREEMENT

For Correctional Staff Mental Health Services with

Executed on: Month Day Year Renewable: Y/N – if yes, #

Expires on: Month Day Year Renewal Due: DD/MM/YYYY

Total Value: $ Renewal Process:

Authority: §56.30 MCCO Board Approval: DD/MM/YYYY

Issuing Dept: Dept Name File No. XX-XXXX

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1 CONTENTS

2 Preamble

3 Recitals

4 Definitions

5 Order of Precedence; Structure

5.1 Order of Precedence

5.2 Agreement Structure & Interpretation

6 Scope of Services

6.1 Staffing

6.1.1 Qualifications

6.1.2 Hiring & Screening

6.1.3 Security Screening & Background Checks

6.1.4 Replacement

6.1.5 Subcontracting & Contractor’s Agents

6.1.6 Provision of Workspace & Materials

6.1.7 Facility Access & Security Requirements

6.1.8 Compliance with Facility Policies

6.1.9 Emergency Authority

6.1.10 Termination & Denial Of Entrance

6.1.11 Separation Reporting

7 Deliverables

7.1 Contractor Proprietary Items

7.2 Warranties

8 Adding or Changing Services

8.1 Procedure

8.2 Approval Process

8.3 No Performance or Payment Prior to Authorization

9 Term & Termination

9.1 Term

9.2 Termination

9.2.1 For Breach

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9.2.2 By Contractor for County’s Non-Payment

9.2.3 For Convenience

9.2.4 By County for Insufficient Funds

9.2.5 Rights & Obligations

10 Compensation & Payment

10.1 PricIng Terms

10.2 Compensation

10.3 Payment Terms

10.3.1 Invoicing the County

10.3.2 Late Payments

11 Ownership of Deliverables & Data

12 Commitment to Equity; Non-Discriminatory Contracts

12.1 Targeted Business Enterprise Goals

12.1.1 Waiver of Participation

12.2 Affirmative Action & Equal Employment Opportunity

12.2.1 Compliance with MCCO §56.17(1)(a)

12.2.2 Compliance with MCCO §56.17(1)(d)

12.2.3 Violations

13 Insurance & Indemnity

13.1 Contractor’s Insurance Obligations

13.2 Indemnification

14 Confidentiality, Audit, & Open Records

14.1 Confidentiality

14.2 Public Records Law

14.3 County Rights of Access and Audit

15 County Policies & Prohibited Practices

15.1 Conflicts of Interest

15.2 Code of Ethics

15.3 Non-Conviction for Bribery

15.4 Debarment or Suspension

15.5 Contractor Code of Conduct

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15.6 Safety and Security Policies

15.7 Drug Use Policies

16 Notices

17 Miscellaneous Provisions

17.1 Independent Contractor

17.2 Electronic Documents Considered Writing

17.3 Compliance with Laws

17.4 Choice of Law

17.5 Assignment Limitation

17.6 Severability

17.7 Modification and Waiver

17.8 Entire Agreement

17.9 Authorization

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2 PREAMBLE

This PROFESSIONAL SERVICE Agreement (the “PSA”) is dated __________________ (the “Effective Date”) and is between the Department / Division of Milwaukee County, a Wisconsin municipal body corporate located at 901 N. 9th Street, (the “County” or “Purchaser/Dept Name”) and Vendor Legal Name, a type of business entity (e.g.

corporation, limited liability company) with a primary place of business at headquarters address, city, state (the “Contractor”) combined to be considered the Parties to this PSA (“Parties”).

3 RECITALS

3.1 On January 27, 2025, Milwaukee County issued RFP-2025-007: CRC Correctional Staff Mental Health Services, seeking qualified, experienced Suppliers interested in providing supportive mental health services to Correctional Officers (“COs”), supervisory staff, command staff, and other members of the CRC staff who may need support navigating the corrections environment and with developing the resilience needed to succeed in a corrections role.

3.2 The Community Reintegration Center (“CRC”) wishes to obtain from the Contractor, and the Contractor wishes to furnish to the CRC, the services identified in and/or provided for in the Contractor’s Statement of Work, attached to this PSA as Exhibit __.

3.3 The total dollar value of Milwaukee County’s contractual relationship with the Contractor, including this PSA and all other PSAs between the Parties for similar services, is _________.

3.4 The Services provided through this PSA are governed by Chapter 56.30 of the Milwaukee Code of Ordinances, “Professional Services,” as modified by Wisconsin State statutes. Where ordinances may no longer apply, the Milwaukee County Executive expressly agrees to follow these ordinances administratively for purposes of this contract but does not intend this use to modify the powers and authority of the County Executive as otherwise expressed in State statute.

3.5 Based on the nature of the services and the dollar value of this PSA, Milwaukee County is required to conduct a formal solicitation or Request for Proposals process or provide evidence of an exception through the submission of a Purchasing and Bidding Exception Request Form. RFP-2025-007 was issued on January 27, 2025 and awarded to the Contractor on ____________.

ACCORDINGLY, intending to be legally bound, the Parties agree as follows:

4 DEFINITIONS

Terms defined in the preamble and recitals of this PSA have their assigned meanings, terms defined in any Exhibits have the meanings assigned to them in the applicable Exhibit, terms defined throughout this PSA have their assigned meanings, terms defined in the RFP and/or Contractor’s Proposal have their assigned meanings, and the following terms have the meanings assigned to them:

Term Definition Addendum Something to be added, especially to a document; a supplement. For purposes of this PSA, an

Addendum is any supplementary document to this PSA.

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Amendment A formal revision or addition proposed or made to a statute, constitution, pleading, order, or other instrument; specif. a change made by addition, deletion, or correction; esp. an alteration in wording. For purposes of this PSA, an Amendment is a formal revision or addition to the PSA document executed by authorized representatives of both Parties.

B2Gnow

A hosted software to assist in 49 CFR Part 23 & 26 compliance and reporting, maintains compliance with federal, state, and local diversity programs, communicates with certified firms and prime contractors, and protects Milwaukee County by preventing fraud. B2GNow is used by the Office of Economic Inclusion (OEI) to monitor and enforce Milwaukee County's targeted, small and Disadvantaged Business Enterprise (DBE) programs.

County

Milwaukee County, a Wisconsin municipal body corporate located on the shores of Lake Michigan and covering 241 square miles. It is the largest county in the State of Wisconsin with 951,448 residents and includes 19 municipalities. As a unit of local government, the County collects property taxes, constructs and maintains county highways, engages in land use planning, and maintains parks and recreational facilities. In Wisconsin, counties are also considered an arm of the state because they are required to carry out or enforce certain laws and programs.

Deliverables Deliverables are any tangible or intangible items or services the Contractor is required to supply to the Purchaser/Dept Name as part of this contractual agreement. Deliverables may include products, documents, reports, software, or any other agreed-upon results that must be delivered within a specified timeframe.

Exhibit A document attached to and made part of a pleading, motion, contract, or other instrument.

Federal Excise Taxes Federal taxes imposed on the manufacture, sale, or use of goods, or on an occupation or activity.

MCCO

The Milwaukee County Code of Ordinances in its most current and updated form, including legislation which has been enacted, but not yet codified.

A codified version of the MCCO is available at:

https://library.municode.com/wi/milwaukee_county/codes/code_of_ordinances

Milwaukee County Board

The Milwaukee County Board of Supervisors, consisting of 18 County Board Supervisors, including a chairperson. Supervisors are elected to two-year terms on a nonpartisan ballot to represent their constituents in assigned geographic areas of the County. Among other tasks, the County Board of Supervisors establishes policies and ordinances for the County, amends and adopts the annual budget, and confirms certain County Executive appointments.

OEI

The Office of Economic Inclusion, division of Milwaukee County’s Department of Administrative Services (DAS) which designs, implements, monitors, and enforces Milwaukee County's targeted, small, and Disadvantaged Business Enterprise (DBE) programs.

Party, Parties One who takes part in a transaction. For purposes of this PSA the Parties are identified in the Preamble.

https://library.municode.com/wi/milwaukee_county/codes/code_of_ordinances

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Project The Project is the combination of Services and Deliverables the Contractor will furnish the

Purchaser/Dept Name under this PSA.

Risk The Risk Management Division of the Department of Administrative Services. Risk Management oversees all lines of liability claim administration, self-insurance functions, excess insurance procurement, safety and loss prevention and ensures proper risk transfer techniques for all the county's contractual obligations.

Scope of Services The contractual provision or exhibit which defines what the Contractor is going to do for the Purchaser/Dept Name. The Scope of Services is drafted by the Purchaser/Dept Name and negotiated between the Parties. The negotiated Scope of Services outlines the specific range, nature, and extent of services the Contractor will deliver to the Purchaser/Dept Name.

Services The intangible commodities the Contractor will provide in the form of human effort such as labor, skill, or advice under this PSA, as further defined in this document.

TBE

A Milwaukee County Targeted Business Enterprise as defined in Chapter 42 of the Milwaukee County Code of Ordinances.

TBE Participation Plan

The Contractor’s completed TBE-12 Waiver or TBE-14 Commitment form, as agreed to by the Office of Economic Inclusion.

Travel Expenses

All reasonable, business-related expenses incurred by qualified personnel during the performance of Services under this PSA, including, but not limited to, expenses for mileage, airfare, meals, hotel stays, and incidentals related to any of the foregoing, as defined by MCCO §56.05.

Wisconsin State Sales Taxes

A tax imposed on the sale of goods and services by the State of Wisconsin, measured as a percentage of their price.

When a term is not defined in this Section, within the body of this PSA and any Exhibits to this PSA, the Parties shall first refer to the definitions of such terms as stated in the most current edition of Black’s Law Dictionary, second to the definitions as published in the Milwaukee County Terms In Use Guide, third to the most current edition of the Oxford Dictionary of English, and last to common-use definitions in the year of execution of the PSA.

5 ORDER OF PRECEDENCE; STRUCTURE

5.1 ORDER OF PRECEDENCE

The PSA includes multiple documents. These documents are listed below in order of precedence and are incorporated by reference. The Parties shall follow the order below when resolving any inconsistencies between the terms of the PSA and the terms of any Exhibits, Attachments, or Amendments to the PSA:

5.1.1 This Professional Service Agreement

5.1.2 Milwaukee County’s Request for Proposal #RFP-2025-007 (Exhibit X) https://legal.thomsonreuters.com/en/products/law-books/blacks-law-dictionary https://county.milwaukee.gov/files/county/administrative-services/AMOP/TermsInUseGuide https://www.oed.com/ https://www.oed.com/

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5.1.3 The Contractor’s Proposal and Cost Proposal (Exhibit X)

5.1.4 The Contractor’s TBE Participation Plan or Waiver (Exhibit X)

5.1.5 The Standard Insurance Requirements Form (Exhibit X)

5.1.6 The Contractor’s completed EEOC Compliance Form (Exhibit X)

5.1.7 Any applicable Milwaukee County Policies and Procedures, including the Contractor Code of Conduct

(Exhibit X) and

5.1.8 Any addenda, amendments, or attachments to this PSA.

5.2 AGREEMENT STRUCTURE & INTERPRETATION

Each document executed by the Parties under this PSA is subject to both the terms and conditions of the PSA and any additional terms and conditions set forth in any exhibit, addendum, attachment, or other similar document(s) incorporated by reference to the PSA which are applicable to that document. Each document must specifically reference this PSA. Specific products, services, and deliverables, delivery methods, fees, and any other terms applicable to the products, services, and deliverables provided under the applicable document shall be set forth in the document or one or more exhibits, addenda, or attachments thereto. Each document is incorporated into this PSA by reference. The Parties intend that the various agreement documents supplement one another and agree that any interpretation of the documents must avoid creating or assuming conflict between the agreement documents.

6 SCOPE OF SERVICES

The Contractor shall specifically perform all services and provide all deliverables identified in Contractor’s Statement of Work, attached as Exhibit X.

6.1 STAFFING

The Contractor shall provide, at its expense, all personnel and personnel supervision necessary to successfully and professionally provide the Services as described in the Contractor’s Proposal (Exhibit X). The Contractor is solely responsible for the management and oversight of Contractor Personnel providing Services to the County and/or at the County’s Facilities. The County is responsible for the CRC’s security and for the safety of Residents, invitees, and County and Contractor Personnel.

6.1.1 QUALIFICATIONS

The Contractor represents that its employees and subcontractors possess the necessary skill, expertise, and capability, including the availability of sufficient personnel with the necessary qualifications, to perform the services required by this PSA. The Contractor shall provide, at its own expense, all personnel required in performing the services under this PSA.

Such personnel shall not be the employees of, or have any other contractual relationship with, the County.

6.1.2 HIRING & SCREENING

6.1.2.1 HIRING PROCESS

The Contractor is solely responsible for hiring and termination of its personnel in accordance with the County’s security compliance regulations and policies, except as otherwise indicated in this Section. The Contractor must notify the CRC Command Staff (Superintendent, Assistant Superintendents, and Security Director) in writing whenever a new member of its personnel is hired. The Contractor shall ensure its personnel, including subcontractors, adhere to

9 | P a g e the security and clearance procedures at the CRC. Prior to any Personnel’s assignment to the CRC, that individual must pass a pre-assignment background check and screening to ensure that it is safe and appropriate to permit the individual to access secure areas and work in a Correctional setting.

6.1.2.2 COUNTY’S RIGHT TO REFUSE PERSONNEL

Milwaukee County retains final authority regarding an individual’s right to access and/or work at the CRC and may deny proposed Personnel for any lawful reason. Command Staff may also deny Contractor personnel access to the CRC for safety or security reasons. The County agrees that it will not unreasonably withhold acceptance of appropriately credentialed Contractor Personnel who successfully pass any background checks or pre-assignment screenings.

6.1.3 SECURITY SCREENING & BACKGROUND CHECKS

6.1.3.1 SECURITY SCREENING

The Contractor shall collaborate with CRC Command Staff to establish a procedure for completing the security check process required for any person considered for staffing at the CRC, and the final procedure shall be incorporated into this PSA by reference. The Contractor shall submit the names of personnel considered for hire to the CRC Command Staff and shall not allow any individual to serve at the CRC until that individual’s security check is complete and the individual is cleared for work in the facility by the CRC Command Staff. The screening process shall include, but is not limited to:

6.1.3.1.1 Pre-employment drug and alcohol screenings.

6.1.3.1.2 Background check.

6.1.3.1.3 Fingerprinting.

6.1.3.2 BACKGROUND CHECKS

The Contractor shall provide the names and contact information for all personnel who will provide on-site Services to the CRC Command Staff to allow Milwaukee County to conduct pre-assignment background checks. The County shall inform the Contractor of the outcome of background checks. Contractor personnel whose background checks reveal concerns about an individual’s appropriateness for assignment to secure areas will not be permitted on the premises of or inside any County detention facility.

The Contractor shall perform the following background checks on all Contractor or subcontractor employees performing delivery or on-site Services on a regular basis:

6.1.3.2.1 Validation of name, date of birth and social security number;

6.1.3.2.2 A five (5) year county criminal check; and

6.1.3.2.3 A five (5) year sex offender registry check.

The Parties mutually agree that the CRC may require additional background checks dependent upon the nature of the population served and any unique applicable laws. At the CRC’s request, the Contractor shall perform additional background checks at no cost to the County or shall ensure personnel submit to the background checks if performed by the Milwaukee County Sheriff’s Office.

The County retains the right to thoroughly investigate any current or prospective Contractor Personnel assigned to work on-site at the CRC, subject to applicable Federal, state, and local laws and regulations, including but not limited to, the Federal Polygraph Protection Act, as amended.

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6.1.4 REPLACEMENT

Any replacement of listed personnel shall be by persons of equal qualifications, which shall be attested to by the Contractor.

The County may require the Contractor to remove and/or replace any such personnel upon fifteen (15) days’ written notice to the Contractor. Without limitation to the foregoing, and when the Contractor’s personnel are on the County’s premises, the Contractor will immediately remove and replace any Contractor personnel if the County determines that such personnel violated, or may have violated, the County’s policies or work rules, or any other rule, regulation, statute, or law. Upon the County’s prior written consent, the Contractor will also replace personnel when necessary and appropriate in County’s opinion. The Contractor agrees to maintain a consistent skill level among all replacement personnel, whether the Contractor or the County instigated the replacement.

6.1.5 SUBCONTRACTING & CONTRACTOR’S AGENTS

The Contractor shall have a written and enforceable PSA in place with each of its subcontractors that will enable the Contractor to perform its obligations under this PSA. Agents used or supplied by the Contractor in the performance of any Services are employees or agents of the Contractor, and under no circumstances are such individuals to be considered employees of the County. The Contractor shall have the sole responsibility for the conduct of its personnel and agents, and for payment of its personnel’s and/or agent’s entire compensation, including salary, withholding of income and social security taxes, workers’ compensation, employee and disability benefits, and the like. The Contractor shall be responsible for all employer obligations toward all of its personnel and/or agents under all applicable laws and all of the County’s policies.

6.1.6 PROVISION OF WORKSPACE & MATERIALS

The County agrees to provide mutually agreed upon and reasonable work and meeting space, general office supplies, and access to printing and copying equipment as needed for the Contractor’s personnel while working at the County’s facilities.

The Contractor shall provide all materials needed by the Contractor’s personnel in connection with the performance of Services under this PSA at no additional expense to the County.

6.1.7 FACILITY ACCESS & SECURITY REQUIREMENTS

6.1.7.1 ACCESS & IDENTIFICATION BADGES

Contractor Personnel making deliveries to or providing Services on-site at County Facilities shall wear a County identification badge including the employee’s name and picture all times. Contractor Personnel shall wear identification badges face up and in a manner that ensures the information is clearly visible. All Contractor Personnel must enter any County building(s) through the designated building entrance. Any Contractor Personnel without an identification badge must sign in and out of the buildings, must be accompanied by a badged County employee or badged Contractor Personnel at all times, and must submit to search of their person and any containers or bags prior to entry as further identified in Section 6.1.7.2: Search.

6.1.7.2 SEARCH

All Contractor Personnel are subject to a reasonable search upon entering and leaving any County Facility. The Contractor shall instruct its Personnel that all items carried into and out of the Facility must be in clear plastic bags.

Contractor Personnel may use designated locker rooms to store electronic devices, cell phones, tobacco products, and other personal items. Contractor Personnel may not bring electronic devices, cellular phones, or tobacco products into secure areas of any Facility, loading docks, Resident dining or living areas, hallways, offices, or other spaces.

Contractor Personnel may possess and use tobacco products (including vapes) in smoking break areas only.

Physician prescribed medications sufficient for consumption during an individual’s shift are permitted. Contractor Personnel, their personal articles, lockers, and storage containers are subject to search at any time in all County Facilities. The County may deny access to or remove Contractor Personnel from any Facility if the Personnel refuse to

11 | P a g e submit to the search process described in this section.

6.1.7.3 SECURE AREAS & LOCKED DOORS

The Contractor shall ensure that all internal doors and cooler doors in the assigned work areas are always kept closed and locked. The Contractor and its Personnel shall adhere to all security restrictions imposed by the County.

Contractor Personnel shall not open locked doors for or provide access to secure areas to other individuals, and shall not allow any individual to “tailgate,” or follow the Contractor Personnel through, a locked door or keyed access point.

Contractor Personnel shall immediately report any suspicious activity, including tailgating or forced entry, to the Facility’s Commander or security staff.

6.1.8 COMPLIANCE WITH FACILITY POLICIES

6.1.8.1 SMOKING, TOBACCO, AND MARIJUANA PRODUCTS

Contractor Personnel shall comply with all Facility policies regarding smoking, vaping, or the possession or use of tobacco and marijuana products at or on the grounds of that Facility. The Contractor shall educate its Personnel, including contractors and third parties, regarding these policies and is responsible for ensuring Personnel and invitee compliance with the policies.

6.1.8.2 WORKPLACE VIOLENCE & HARASSMENT

The Contractor shall comply with the most current Occupational Safety and Health Administration (“OSHA”) and/or National Institute for Occupational Safety and Health (“NIOSH”) guidance on evaluating and controlling violence in the workplace. The Contractor shall ensure its Personnel are trained regarding workplace discrimination and harassment and shall put in place policies and procedures which prohibit Contractor Personnel from engaging in behavior that is discriminatory, harassing, or which could reasonably be considered to create a hostile work environment for other Contractor Personnel or for County’s Personnel. The Contractor’s policies and procedures shall include a provision regarding discrimination toward or harassment of Residents that protects Residents from these behaviors and creates a culture and environment of mutual respect and dignity.

The Contractor shall report all allegations and incidents involving workplace violence, discrimination, or harassment made by or about its Personnel. If the allegation or incident involves a County employee or a Resident, the Contractor shall cooperate with County Personnel and comply with any requests made during the County’s investigation of the incident or allegation. The Contractor shall advise its Personnel that investigations of allegations or incidents may result in action up to and including criminal prosecution. The Contractor shall document the outcome of any investigations it conducts regarding allegations, complaints, or incidents involving its Personnel and shall provide a copy of such documentation and a report regarding action taken to the Joint Corrections staff within thirty (30) days of final disposition.

6.1.8.3 RELATIONSHIPS WITH RESIDENTS

The Contractor shall not allow its Personnel to engage in personal or intimate relationships of any kind with Residents.

The Contractor shall monitor its Personnel to ensure compliance with this requirement and shall notify the CRC Command Staff immediately and in writing if it suspects or confirms any Contractor Personnel initiates, attempts to initiate, or engages in an ongoing personal relationship with a Resident.

The Contractor shall not knowingly allow its Personnel who are relatives of a Resident to provide Services in the Facility where the Resident lives. The Contractor shall provide the County with a list of all its Personnel with relatives residing in or sentenced to any of the Facilities, if such information is known by the Contractor, and shall immediately notify the CRC Command Staff if it becomes aware of any changes to the list. The Contractor shall require its

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Personnel to notify it if they become aware that a relative or personal acquaintance is admitted to or sentenced to any of the Facilities.

6.1.9 EMERGENCY AUTHORITY

The County’s Personnel shall have supervisory and/or command precedent over the Contractor’s Personnel on the County’s premises during any emergency. The Contractor and its Personnel shall comply with the requirements of this Section during emergency events. Nothing in Section 13.2 creates or is intended to create any employer-employee relationship of any kind between the County and Contractor’s Personnel.

6.1.9.1 FACILITY EMERGENCY EVENTS

If an emergency or lockdown is declared at one or more of the Facilities, the County’s security staff and/or each Facility’s Command Staff shall assume responsibility and authority over all Personnel at the impacted Facility and may give instructions, directions, or make other management decisions regarding the activities and movements of any Contractor Personnel on-site during the emergency or lockdown. This emergency authority is intended to ensure public safety and maintain security of the Facilities and shall not be construed as the County’s management or oversight of the Contractor’s Personnel nor shall it create any employer-employee relationship between the County and any Contractor Personnel. The Contractor shall ensure that its policies and procedures clearly explain the nature of emergency authority in a Corrections setting and that Contractor Personnel understand the importance of following command and security staff directions in the event of a threat to health and safety of persons.

6.1.9.2 OTHER EMERGENCY EVENTS

If an emergency event or disaster is declared by the federal government, State of Wisconsin, Milwaukee County, or any of the municipalities in which the Facilities are located, the Parties shall follow the appropriate governing law and emergency authority established by that law in responding to the emergency event or disaster. Emergency authority may include, but is not limited to, the Director of the Milwaukee County Office of Emergency Management; the Governor, Adjutant General, WEM Administrator, or WEM Senior Duty Officer of the State of Wisconsin; and/or the Federal Emergency Management Agency or any federal authority granted governing rights in the event of an emergency or disaster event.

6.1.10 TERMINATION & DENIAL OF ENTRANCE

The County may bar any Contractor Personnel from entering the CRC or providing Services when the County has determined that an act or a series of commissions or omissions by Contractor Personnel have significantly impaired or have the potential to significantly impair safety and security or the health of County Personnel, Residents, or members of the public. The County shall notify the Contractor of any denial of access and the reason(s) for denial in writing as soon as reasonably practicable. The County may require the Contractor to immediately remove any Contractor Personnel from the County’s premises for safety or security reasons. The Contractor must notify the CRC Command Staff in writing whenever any Contractor Personnel is terminated or permanently transferred. The Contractor has sole responsibility for returning the terminated or transferred Contractor Personnel’s security identification badge to the County within 24 hours of the employee’s final shift. The Contractor shall ensure that its Personnel understand these requirements.

6.1.11 SEPARATION REPORTING

Quarterly, the Contractor shall provide the County with a list of all Contractor Personnel hired or separated from employment and serving the County’s account during the previous quarter. The Contractor shall provide names, position numbers or full-time equivalency values, titles, assignment(s), and shift(s) for each such position. For Contractor Personnel serving the County’s account who were separated from employment, the Contractor shall include separation status (i.e., resignation or termination) and the reasons for separation. For any Contractor Personnel serving the County’s account who were separated from employment due to the commission or omission of an act that impaired or may potentially impair the

13 | P a g e safety and security or the health of Residents or County Personnel, the Contractor shall immediately provide the County separation information, including the reason for termination. This requirement does not apply to Contractor Personnel not serving the County’s account.

7 DELIVERABLES

Except for commercial off-the-shelf type products where the license or purchase price for such products is contained in an applicable Statement of Work, Milwaukee County shall have exclusive, unlimited ownership rights to all Deliverables developed under this PSA.

The Deliverables shall be deemed works made for hire unless otherwise specified in this PSA and shall belong to the County. The County shall have the sole right to obtain, hold, and renew, in its own name or for its own benefit, patents, copyrights, registrations, or other appropriate protections for the Deliverables.

7.1 CONTRACTOR PROPRIETARY ITEMS

The CRC acknowledges that the Contractor uses or may develop under this PSA methods, concepts, formats, organization, templates, techniques, and the like (the “Contractor’s Proprietary Items”) that are and shall remain proprietary to the Contractor. The Contractor Proprietary Items are and shall remain the sole and exclusive property of the Contractor. The Contractor grants the County a perpetual, non-exclusive, paid-up license to use the Contractor Proprietary Items subject to the following:

7.1.1 The CRC may use the Contractor Proprietary Items solely in connection with the Services and Deliverables provided under this PSA for the purpose the Deliverables were originally purchased.

7.1.2 The County may not transfer, sell, or otherwise dispose of any Contractor Proprietary Items without the Contractor’s written consent.

7.1.3 This provision does not give title or ownership rights to the County in Contractor Proprietary Items or related intellectual property.

7.1.4 The County shall retain or reproduce on all copies of any Contractor Proprietary Items all copyright notices and other proprietary legends and all trademarks or service marks of the Contractor or any third party.

7.1.5 The County shall not have the right to assign or sell the license to use the Contractor Proprietary Items granted in this provision to any third party.

7.1.6 The County grants the Contractor a perpetual, non-exclusive, paid-up license to use all portions of the Deliverables first developed by the Contractor during the performance of this PSA, not including any data, content, or material provided to the Contractor by the CRC.

7.2 WARRANTIES

The Contractor represents and warrants that:

7.1.7 With respect to any Deliverable assigned by the Contractor to the CRC, that it has the right to transfer title of that Deliverable to Milwaukee County.

7.1.8 To its knowledge the Deliverables do not infringe any intellectual property right held by a third party.

8 ADDING OR CHANGING SERVICES

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8.1 PROCEDURE

The Parties may add or change Services provided under this PSA by negotiation and execution of an amendment properly executed by authorized representatives of both Parties. Each amendment must include, at a minimum:

8.1.1 A description of the new Services and/or of the changes to existing Services and any required changes to staffing that may be necessary to support the new and/or changed Services.

8.1.2 A cost proposal following the form and format of RFP-2025-007 (Exhibit X) for the new Services, or a modified cost proposal indicating the cost changes to the impacted existing Services.

8.2 APPROVAL PROCESS

The Contractor shall inform the CRC Command Staff of any requests to add or change services and shall provide a copy of the proposed amendment to the CRC Command Staff for approval prior to execution of the amendment by the Parties. The Superintendent of the CRC or designee shall approve or deny the request to add or change services and shall provide the approval or denial to the Contractor in writing. If additions or changes are approved, the Parties shall execute an amendment through the County’s standard signature process and, if necessary, shall submit any required reports to the Milwaukee County Board of Supervisors for review and approval. The Contractor shall receive an approved copy of any amendment for execution by the Contractor’s authorized representative by e-signature process from the County.

8.3 NO PERFORMANCE OR PAYMENT PRIOR TO AUTHORIZATION

The financial terms of this PSA have been negotiated between the Parties upon the condition that the Contractor will operate its Services at the same points of service and remain in operation under the same operating standards as agreed at the time of execution of this PSA. If the County desires the Contractor to change the operation or scope of its Services, the County and the Contractor shall mutually agree on the appropriate financial adjustments for the requested changes as is further described in this Section 8: Adding or Changing Services.

The Contractor shall not begin any new Services, nor shall it change its current Services, prior to authorization by the County through execution of an amendment and approval by the Milwaukee County Board of Supervisors, as required. The County is not responsible for payment for any new or changed Services rendered prior to the Contractor’s receipt of appropriate authorization as described in this Section.

9 TERM & TERMINATION

9.1 TERM

The initial term of this PSA shall be from [date] through [date]. Thereafter, Milwaukee County may opt to extend this PSA in writing for up to three (3) consecutive one (1) year Renewal Terms, subject to the same terms and conditions of this PSA.

9.2 TERMINATION

The Parties may terminate this PSA as detailed in this Section. Upon termination of this PSA for any reason, the County shall retain any and all fully vested rights that exist on the effective date of that termination.

9.2.1 FOR BREACH

Either Party may terminate this PSA for breach if the other Party fails to meet its obligations under this PSA in a timely

15 | P a g e manner. To terminate for breach, the non-breaching Party must provide the breaching Party written notice of intent to terminate, specifying the alleged breach and date of termination, a minimum of thirty (30) days prior to the stated termination date.

9.2.1.1 RIGHT TO CURE

The breaching Party retains the right to cure any identified violations within thirty (30) days of the notice of intent to terminate. The PSA will not terminate if the breaching Party successfully cures any violations within the 30-day window. The right to cure is limited to those violations which can reasonably be cured within the stated 30-day window. Each Party retains the right to terminate the PSA immediately if the breaching Party cannot cure within the prescribed cure period, or if the breach is impossible to cure.

9.2.2 BY CONTRACTOR FOR COUNTY’S NON-PAYMENT

Contractor may, at its option, terminate this PSA upon the failure of the County to pay any amount that may become due hereunder for a period of sixty (60) days following submission of appropriate, undisputed billing and supporting documentation. Upon said termination, Contractor shall be paid the compensation due for all services rendered through the date of termination, including any retainage.

9.2.3 FOR CONVENIENCE

The County may terminate the PSA at any time and for any reason by giving Contractor thirty (30) days written notice of termination.

9.2.4 BY COUNTY FOR INSUFFICIENT FUNDS

The County may terminate this PSA immediately and without any liability to the Contractor if the Milwaukee County Board of Supervisors fails to appropriate the funds required for the completion of this PSA.

9.2.5 RIGHTS & OBLIGATIONS

The Parties shall retain any and all fully vested rights that exist on the effective date of termination. The County’s liability to the Contractor on termination is limited to either payment for goods and Services delivered on or before the termination date, or specific performance by the County of any obligations under this PSA until the termination date. Any payment due from the County upon termination is limited to the unpaid amount due on the date of termination.

10 COMPENSATION & PAYMENT

10.1 PRICING TERMS

The Contractor shall perform the Services on a firm, fixed-price basis as indicated in this Section.

Any additional or unscheduled Services or Deliverables requested by the CRC or required to complete the Project/Services which are outside the Statement of Work must be mutually agreed upon in writing through an amendment signed by authorized representatives of both Parties and referencing this PSA.

10.2 COMPENSATION

The County shall compensate the Contractor pursuant to the terms set forth in the RFP and Proposal.

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10.3 PAYMENT TERMS

The County shall not pre-pay for Services under this PSA. Milwaukee County does not pre-pay for Services without express written agreement obtained from the Office of the Comptroller in advance of any pre-payment request. The County reserves the right to use a purchasing card to pay invoices of Two Thousand Dollars ($2,000.00) or less.

10.3.1 INVOICING THE COUNTY

The Contractor shall invoice Milwaukee County as stated in this Section. Contractor shall send the County an invoice promptly after providing a service or deliverable that includes the following minimum information:

10.3.1.1 INFOR Contract # OR Purchase Order #

10.3.1.2 Contract Effective Date.

10.3.1.3 The Contractor’s legal business name.

10.3.1.4 The Payee name.

10.3.1.5 The Contractor’s address.

10.3.1.6 Invoice number and date.

10.3.1.7 The Contractor’s email and phone # for billing issues.

10.3.1.8 An invoice line for each item or service that includes:

10.3.1.8.1 A description of services rendered, or products delivered.

10.3.1.8.2 Sufficient detail to support each invoice line (for example, dates of service / period covered, quantity of units provided and unit rate, or hours worked and hourly rate).

10.3.1.8.3 Date due and amount due (in US dollars)

10.3.1.8.4 Payment terms.

The Contractor must submit invoices to the following recipient for the County to consider the invoice received:

Milwaukee County, c/o:

Department Name: Community Reintegration Center

Division Name: Fiscal Administration

Contact Name & Title: Michael Bickerstaff, Public Safety Fiscal Administrator - CRC

Department Address: 8885 S. 68th Street Franklin, WI 53132 with a copy by e-mail to:

E-mail: CRCfiscalarea@milwaukeecountywi.gov APPayments@milwaukeecountywi.gov

10.3.2 LATE PAYMENTS

Milwaukee County's Standard Term of Payment is Net 30 Days upon receipt of an accurate invoice from the Contractor and the County’s acceptance of the corresponding services that comply with the terms of this PSA. Invoices must be sent by mail or e-mail as indicated in Section 10.3.1: Invoicing the County to be considered received by the County.

mailto:CRCfiscalarea@milwaukeecountywi.gov mailto:APPayments@milwaukeecountywi.gov

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10.3.2.1 STATE PROMPT PAY LAW EXEMPTION

State Prompt Pay Law, Wis. Stats. §16.528 does not apply to this PSA.

10.3.2.2 LATE FEES & CLAIMS

If no disputes arise, and an invoice has not been paid 60 days after it was received by the County, the Contractor may file a claim for 12% (annual rate) on amounts not paid after the 60th day.

11 OWNERSHIP OF DELIVERABLES & DATA

Upon completion of the work or upon termination of the PSA, it is understood that all completed or partially completed Deliverables, data, drawings, records, computations, survey information, and all other material that the Contractor has collected or prepared in carrying out this PSA shall be provided to and become the exclusive property of the County.

Any reports, information, or data given to or prepared or assembled by the Contractor under this PSA shall not be made available to any individual or organization by the Contractor without the prior written approval of the County. No reports or documents produced in whole or in part under this PSA shall be the subject of an application for copyright by or on behalf of the Contractor.

12 COMMITMENT TO EQUITY; NON-DISCRIMINATORY CONTRACTS

As a governmental body, Milwaukee County recognizes its power to make change at a systemic level, Milwaukee County passed an ordinance (Code of Ordinances - Chapter 108, Achieving Racial & Health Equity) that commits itself to identify and address policies, practices, and power structures that, whether intentionally or unintentionally, that work in favor of white people and create barriers for Black, Indigenous and People Of Color (BIPOC). The MCCO §108 ensures racial equity is a top priority of Milwaukee County government and remains larger than any one government leader and identifies that institutionalization of racial equity in the County's mission, vision, values, and Services are of the utmost priority.

The County and Contractor acknowledge that racism has been, is, and will continue to be, a public health crisis until race is no longer a predictor of quality or length of life in Milwaukee County, and that the vision of the County is "By achieving racial equity, Milwaukee County is the healthiest county in Wisconsin." The Contractor acknowledges that Milwaukee County has a county-wide goal to improve equitable service delivery and develop an organizational culture of equity, and that to address systemic racism affecting county residents, Milwaukee County is committed to prioritizing racial equity to address structural and institutional racism that produces disparate population health outcomes.

The Contractor represents and warrants that it will cooperate with Milwaukee County in its efforts to prioritize racial equity to address structural and institutional racism and dismantle barriers producing disparities in population health outcomes for BIPOC service recipients and Milwaukee County communities. The Contractor shall ensure its practices and Services provided align with the County’s vision and demonstrate its commitment to racial equity at all levels of the contract’s performance.

The Contractor acknowledges and agrees it must actively participate in the County’s mission and vision, and that failure to do so may be cause for termination of this PSA.

12.1 TARGETED BUSINESS ENTERPRISE GOALS

In compliance with MCCO §56.17(1d), the Contractor agrees that it will strive to implement the principles of active and

18 | P a g e aggressive efforts to assist Milwaukee County in meeting or exceeding its overall annual goal of participation of target enterprise firms.

The Contractor shall comply with all provisions imposed by or pursuant to MCCO Chapter 42 regarding Targeted Business Enterprise (“TBE”) participation on Milwaukee County projects.

12.1.1 WAIVER OF PARTICIPATION

The parties agree that no TBE goal has been established and no goal is required under this PSA.

12.2 AFFIRMATIVE ACTION & EQUAL EMPLOYMENT OPPORTUNITY

12.2.1 COMPLIANCE WITH MCCO §56.17(1)(A)

The Contractor shall comply with MCCO §56.17(1)(A), which states:

“In the performance of work or execution of this contract, the contractor shall not discriminate against any employee or applicant for employment because of race, color, national origin or ancestry, age, sex, sexual orientation, gender identity and gender expression, disability, marital status, family status, lawful source of income, or status as a victim of domestic abuse, sexual assault or stalking, which shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;

rates of pay or other forms of compensation; and selection for training including apprenticeships.

The contractor will post in conspicuous places, available for employment, notices to be provided by the county setting forth the provisions of the nondiscriminatory clause. A violation of this provision shall be sufficient cause for the county to terminate the contract without liability for the uncompleted portion or for any materials or services purchased or paid for by the contractor for use in completing the contract.”

12.2.2 COMPLIANCE WITH MCCO §56.17(1)(D)

The Contractor shall comply with MCCO §56.17(1)(d), which states:

“The Contractor agrees that it will strive to implement the principles of equal employment opportunities through an effective affirmative action program, and will so certify prior to the award of the contract, which program shall have as its objective to increase the utilization of women, minorities and handicapped persons, and other protected groups, at all levels of employment in all divisions of the contractor's workforce, where these groups may have been previously under-utilized and under-represented. The contractor also agrees that in the event of any dispute as to compliance with the aforestated requirements, it shall be his/her responsibility to show that he/she has met all such requirements.”

12.2.3 VIOLATIONS

When a violation of the non-discrimination, equal opportunity, or Affirmative Action provisions of this section has been determined by County, Contractor shall immediately be informed of the violation and directed to take all action necessary to halt the violation, as well as such action as may be necessary to correct, if possible, any injustice to any person adversely affected by the violation, and immediately take steps to prevent further violations.

If, after notice of a violation to Contractor, further violations of the section are committed during the term of the PSA, the https://library.municode.com/wi/milwaukee_county/codes/code_of_ordinances?nodeId=MICOCOGEORVOI_CH42TABUENPACOCO

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County may terminate the PSA without liability for the uncompleted portion or any materials or services purchased or paid for by the Contractor for use in completing the PSA, or it may permit the Contractor to complete the PSA, but, in either event, Contractor shall be ineligible to bid on any future contracts let by County.

13 INSURANCE & INDEMNITY

13.1 CONTRACTOR’S INSURANCE OBLIGATIONS

The Contractor shall, at its sole expense, acquire and maintain through the course of this PSA with Milwaukee County insurance policies with minimum limits listed in the Standard Insurance Requirements Form, attached as Exhibit ____.

The Contractor may obtain the listed coverages through any combination of primary and excess or umbrella liability insurance. The Contractor must acquire its insurance from carriers with a current A. M. Best rating of A X or better. The Contractor shall demonstrate compliance with the minimum limits in Exhibit ____ through a Certificate of Insurance or proof of self-insured retention. The Contractor shall send the County an annual copy of its Certificate of Insurance or proof of self-insured retention throughout the Term of this PSA.

Annual copies must be emailed to:

Department of Administrative Services Community Reintegration Center Risk Management Division Procurement Division Fiscal Administration

Risk Manager Public Safety Contract Manager Fiscal Area RM@milwaukeecountywi.gov Procurement@milwaukeecountywi.gov CRCfiscalarea@milwaukeecountywi.gov

The Contractor shall ensure that any agents, affiliates, subsidiary companies, third party suppliers, or subcontractors maintain appropriate insurance coverages for any services provided at the request of the Contractor on a Milwaukee County contract. These minimum requirements do not limit the liability assumed elsewhere in an executed contract.

The Contractor shall not make changes to the types of coverage, limits, and/or other terms in its insurance policies regarding Services provided under this PSA without the prior written approval of the County’s Risk Manager.

13.2 INDEMNIFICATION

The Contractor agrees to the fullest extent permitted by law, to indemnify, defend and hold harmless Milwaukee County and its agents, officers, and employees from and against all loss or expenses including costs and reasonable attorneys’ 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 Contractor and/or its agent(s) which may arise out of or is connected with the activities covered by this PSA.

The County’s liability is limited by Wis. Stats. Section 893.80 for general liability and Wis. Stats. Section 345.05(3) for automobile liability.

14 CONFIDENTIALITY, AUDIT, & OPEN…