1913 RFP Documents Edited.pdf

County of Kenosha Request for Proposals #1913

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COUNTY OF KENOSHA

REQUEST FOR PROPOSALS (RFP) #1913

MECHANICAL DESIGN SERVICES

Direct all replies to:

Matthew Fleming, Director

County of Kenosha Purchasing Division

1010 – 56th Street, Second Floor

Kenosha, Wisconsin 53140

Telephone: 262-653-2527

Fax: 262-653-2604

SEALED PROPOSALS MUST BE RECEIVED NO LATER THAN:

7/24/2019 at 3:00 PM, CT

The following information must be clearly marked on the front of the envelope/shipping package:

Name & Address of Proposer

Due Date of Proposal

Proposal Number & Title

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Table of Contents

Section I: Scope

1. Introduction and Objectives:

2. Statement of Work:

3. Proposer Qualifications:

Section II: Special Terms and Conditions

4. Vendor Registration:

5. Third Party Bid/Proposal Services:

6. Prices:

7. Contract Period:

8. Contract:

9. Calendar of Events:

10. Right of Rejection:

11. Instructions to Vendors:

12. Submission of Proposals:

13. Contact Person:

14. Confidentiality/Non-Disclosure:

15. Errors or Omissions:

16. Public Notice Regarding Ethics Compliance:

17. Addenda:

18. RFP Evaluation Process:

19. County RFP Notice of Rights:

20. Assignment and Subcontracting:

21. No Reimbursement for Expense of Proposals:

22. Vendor Responsibility:

23. Indemnity and Insurance Requirements:

24. Change Orders:

25. Payments:

Section III: Kenosha County Standard Terms and Conditions

Attachments:

Vendor Acceptance and Certification Form

Ethics Compliance Notice and Addendum Form

References Form

List of Subcontractors Form

Designation of Confidential and Proprietary Information Form

Cost Proposal Form

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Section I: Scope

1. Introduction and Objectives:

The Kenosha County Facilities Division, through the Kenosha County Purchasing Division, is seeking proposals for mechanical design services including HVAC, plumbing, and fire protection repairs, replacements, and upgrades.

Kenosha County Facilities oversees 10 major buildings. They include:

1. Three Jail Facilities

2. Nursing Home

3. Administration

4. Courthouse

5. DA’s Office

6. Human Services

7. Public Works

8. Parking Ramp

Kenosha County Facilities subscribes to a proactive approach to replace assets at end of life and capture energy savings at the same time. As assets reach end of life, budget funds are requested, a spec is created for bidding and the asset replacement work is scheduled appropriately.

Annual budgets for these projects are approximately $600K/year. When projects are larger than that threshold, multi-phase projects/specs are utilized. Project timing is dictated by season as it relates to heating and cooling.

Kenosha County is currently converting our HVAC controls from Trane Summit to Schneider

StructureWare. These conversion are typically done as we replace major components.

2. Statement of Work:

The awarded Contractor shall provide professional mechanical design and engineering services for various

HVAC, plumbing, and fire protection projects which includes, but is not limited to, the following activities:

Project Planning

Meet with designated subject matter experts and Kenosha County representatives to review current conditions in the various buildings in order to plan repairs, replacements, and upgrades of mechanical systems. Contractor shall provide assistance with root cause analysis as required for repair projects.

Provide expert guidance on system upgrades utilizing best industry standards for efficiency, performance, ease of maintenance, and durability.

Provide individual price quotes for concept design, final design, bidding, and construction management for each project. Price quotes shall include all fees including estimated hours, travel, materials, and supplies.

Concept Design

Meet with designated subject matter experts and Kenosha County representatives to conduct a comprehensive assessment of the buildings and the project needs.

COUNTY OF KENOSHA – REQUEST FOR PROPOSALS (RFP) # 1913

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Provide a concept design within the available budget to meet the project needs including the specific approach, design drawings, and cost estimate for all work and materials to be approval by

Kenosha County. The design must meet all applicable laws, codes, ordinances and regulations.

The Contractor will make any requested changes and modifications required for final approval. If approved, the Contractor will move on to final design, bidding and construction management.

Final Design, Bidding, and Construction Management

Provide final construction/installation plans, revised cost estimates, drawings and specifications for approval by Kenosha County. The solution shall be in accordance with all applicable laws, codes, ordinances and regulations.

Provide final approved construction/installation plans, drawings and specifications to Purchasing for the purpose of soliciting the project work. Specifications must be provided as a project manual in Microsoft Word or PDF, formatted to print on 8.5" x 11" paper, have a header with an attachment number (provided by Purchasing), and page numbers on the bottom of each page. The specifications must be clear, detailed, and reasonably free from errors. Reference to specific brands of materials should be minimized unless required to match existing conditions. If specific brands are referenced, a procedure to approve alternate products that meet or exceed specifications should be used if possible. Plans or drawings must be provided in CAD and PDF format and each given a unique drawing or plan number (printed on each plan) for reference in the bid/proposal documents and specifications. Plans should be formatted to print on standard large format printers.

Specifications, plans, and drawings shall become the property of the County.

Provide a final review of the solicitation documents produced by Purchasing before release to the public. Care must be taken to identify and correct errors in order to limit the need for change orders during the project work.

Contractor must attend a pre-bid meeting to document questions and serve as a technical advisor.

The pre-bid meeting will include a tour of the project locations and description of the solicitation documents, specifications and drawings. Questions asked by potential bidders will be answered in an official addenda produced by Purchasing with the assistance of the Contractor. Contractor must provide answers to questions within 3 business days after the pre-bid meeting in order for

Purchasing to produce the addendum.

The Contractor shall assist Purchasing in reviewing solicitation responses to ensure that the solicitation is awarded to a responsive, responsible bidder who meets specifications.

After the award is approved, the Contractor must contact awarded bidders and create a construction schedule to be approved by Kenosha County.

The Contractor shall schedule and attend pre-construction meetings and progress meetings based on the needs of the project.

The Contractor must review any required bidder submittals to insure compliance with bid specifications.

The Contractor must provide, or cause to be provided, all required permits and approvals for the project.

The Contractor must provide project management during the construction including site inspections as needed, product verifications, method, and compliance with bid requirements.

Regular reports to Kenosha County are required during the construction.

The Contractor must conduct a final comprehensive inspection of all work to verify the project was done per specifications. The Contractor will be responsible to identify any deficiencies in the work and schedule the awarded bidders to make corrections.

Other Services

Provide conflict resolution with trade contractors as needed regarding methods and means of repair or installation services.

Provide troubleshooting for County self-performed projects as needed.

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3. Proposer Qualifications:

Proposer must have completed a minimum of three projects/contracts of similar size and scope within the past five years.

Proposer must not have a relationship with any potential bidders/proposers for the construction that is, or would be perceived as, a conflict of interest. Awarded contractor shall provide a written statement confirming that no conflict of interest exists.

Section II: Special Terms and Conditions

4. Vendor Registration:

Complete Proposal packages may be obtained from the State of Wisconsin’s VendorNet website https://vendornet.wi.gov. To receive notifications of addendum and future bids, vendors must register with https://esupplier.wi.gov. There is no fee to register.

5. Third Party Bid/Proposal Services:

Kenosha County is not responsible for the content of any bid or RFP package received through any third party bid service. It is the sole responsibility of the vendor to ensure the completeness of the documents received through any source other than the County.

6. Prices:

6.1. Proposal prices must be in US dollars, complete and inclusive of all charges at the time of submission.

Vendor is responsible for any delivery charges, freight, importing/exporting fees and services, tariff charges, licensing, or any other fees associated with this project.

6.2. Proposer certifies that prices, terms and conditions in the proposal will be firm for acceptance for a period of (90) days from the date of opening unless otherwise stated by Kenosha County. Proposals may not be withdrawn before the expiration of (90) days. Prices shall be firm with no escalator clauses unless specified by Kenosha County. Proposals may be withdrawn after ninety (90) days only upon written notification to Kenosha County.

7. Contract Period:

Contract will begin upon execution per the terms of the contract and will continue until 12/31/2023.

8. Contract:

The contract for this project will consist of this Request for Proposals document, the specification documents and any associated exhibits, drawings, or additional documents, the contractor’s proposal response with all required forms, any addenda that may be issued, any negotiated terms and conditions, and a Kenosha County standard professional services contract.

9. Calendar of Events:

This calendar is subject to change at the sole discretion of Kenosha County. All attempts will be made to adhere to this calendar. However, due to circumstances beyond our control, it may be necessary to modify the events and/or dates and times.

EVENT DATE

RFP Issued 6/21/2019

Last Date for Questions 7/5/2019

Addendum Posted 7/10/2019

Proposals Due 7/24/2019 @ 3:00 PM CT

Possible Vendor Interviews (Estimated Date) 8/27/2019

Contract Award (Estimated Date) 8/30/2019 https://vendornet.wi.gov/ https://esupplier.wi.gov/

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10. Right of Rejection:

10.1. The County of Kenosha reserves the right to reject any or all proposals, any portion of a proposal and to accept the proposal considered most advantageous to the County of Kenosha following final negotiations, evaluations and review.

10.2. The County of Kenosha does not warrant or guarantee that a contract will be awarded as a result of this

Request for Proposals.

11. Instructions to Vendors:

11.1. Thoroughly examine the scope of work, schedule, instructions and all other solicitation documents and make all investigations necessary to be familiar with conditions that affect the proposal. No pleas of ignorance by the proposer as a result of failure to investigate or examine conditions or failure to fulfill details of the contractual documents will be accepted as a basis for varying the requirements of the County or changing the compensation due.

11.2. Kenosha County contracts are subject to all legal requirements of County of Kenosha, State of Wisconsin or Federal statutes and regulations, as applicable. Laws of the State of Wisconsin apply.

11.3. Provide all required information on the forms furnished in this document. Print or type name on proposal and manually sign all copies in the space and on the forms provided. If you obtained this solicitation electronically, your response shall not contain any alteration to the document posted other than entering required data in the spaces provided or including attachments as necessary. By submission of a response, offeror affirms that no alteration of any kind has been made to this solicitation.

11.4. Do not include federal taxes or State of Wisconsin taxes in bid prices since the County of Kenosha is exempt from payment of these taxes.

11.5. All proposals must be current and final at the time of opening in order to be considered responsive. No proposal will be accepted for consideration, and no award will be made, if at the time of opening anything contained therein is contingent upon, or subject to, any outstanding review, certification, or approval by any party that has not been received.

11.6. The following chart details the required proposal outline and specifies the minimum content of the proposal sections. Proposals should be organized in tabbed sections following this chart and each point listed below should be addressed in your proposal.

Tab Title Contents:

A Letter of

Transmittal

Include a signed and dated letter of transmittal offering your proposal for the County’s consideration, signed by an authorized agent of your company.

B Table of Contents A table of contents should be included and each page of the proposal should be consecutively numbered.

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C

Company Profile Provide a brief overview and history of your company.

Address the company’s expertise and qualifications to provide this service. Be specific and detail no more than three similar projects/contracts. Include description of work, dates, locations, challenges and results.

Discuss your company’s size and number of employees.

D Staff

Qualifications

Identify key staff your organization/company will assign to fulfill the contract requirements. Detail who would be lead consultant and the role of each individual.

Provide a synopses describing the educational and work experience for each of the key staff who would be assigned to the contract.

E

Proposal

Solutions Describe your firm's plan to accomplish the requirements of the contract. Discuss all aspects of the Statement of Work and objectives as defined in this document and provide your company’s solution.

Describe your firm's method of quality control of the design, verification that construction meets specifications, and process to identify deficiencies in the work.

Describe your experience with HVAC control systems, specifically

Schneider StructureWare.

Detail your firms understanding of the challenges and barriers and proposed approach to overcoming these barriers.

F Exceptions Provide a detailed narrative of any exceptions you take to the

Statement of Work or Terms and Conditions of this RFP.

If no exceptions are taken, include a statement to that effect.

G References On the form provided in this packet, list three (3) accounts your company currently provides these services to. References will be contacted by the County. Kenosha County may also consider reference responses from accounts not listed in your proposal.

All information provided must be current and correct. Kenosha

County will not attempt to search for current information that is not provided.

H Subcontractor

Form Complete the provided form and insert into your proposal response.

On a separate sheet, describe your process for selecting and monitoring the performance of subcontractors.

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I Vendor Forms

Complete the Vendor Acceptance Form and insert it into your proposal.

Complete the Designation of Confidential and proprietary

Information Form and insert it into your proposal.

In a separate sealed envelope:

Pricing Proposal

Complete the Cost Proposal Form and provide an original and one copy in a separate sealed envelope.

12. Submission of Proposals:

12.1. In a sealed container, Proposers must submit one original master copy (so marked) and four identical photocopies (so marked) securely bound in a ring binder or comb/wire binding.

Additionally, one soft copy on a USB storage device must be included with the hardcopies in the sealed container. DO NOT EMAIL AN ELECTRONIC COPY OF THE PROPOSAL TO THE

COUNTY PRIOR TO THE DUE DATE.

12.2. The following information must be clearly marked on the front of the envelope/shipping package:

Name & Address of Proposer

Due Date of Proposal

Proposal Number & Title

12.3. Submit signed offers on the forms provided only. All offers must be manually signed by an authorized official of the firm.

12.4. Telegraphic, fax, email and on-line responses WILL NOT BE ACCEPTED. The original, signed proposal must be delivered to the address indicated.

12.5. By submission of a response, offeror affirms that no alteration of any kind has been made to this solicitation.

13. Contact Person:

13.1. The Kenosha County Purchasing Division shall act as the County representative in the issuance and administration of this RFP and contract, and shall issue and receive all documents, notices, and correspondence pertaining to this RFP. Such documents, notices, and correspondence not issued by or received by Purchasing shall be null and void. Any questions regarding this RFP process must be submitted via e-mail to:

Matthew Fleming, Director

Kenosha County Purchasing Division

Matt.Fleming@kenoshacounty.org

Telephone: 262-653-2527

13.2. No other employee or representative of Kenosha County is authorized to interpret any portion of this document or give information as to the requirements of this Request for Proposals in addition to that contained in or amended to this written document. Proposers are instructed not to contact any other county department, elected official or employee regarding this RFP. Any unauthorized contact regarding mailto:Matt.Fleming@kenoshacounty.org

6/21/2019 Page 9 of 25 this RFP to any County employee or official may be cause for rejection of a bid, at the sole discretion of the County.

13.3. Final date for questions is listed in the Calendar of Events. Answers to questions from any proposer will be provided via written addendum and will be posted on the State of Wisconsin VendorNet website https://vendornet.wi.gov. No verbal or written information, which is obtained other than through this

Request for Proposals or its addenda, shall be binding on Kenosha County. Proposers are expected to raise any questions, exceptions, or additions they have concerning this document as soon as possible during the RFP process.

14. Confidentiality/Non-Disclosure:

14.1. It is the intent of the County that all proposals received will remain sealed and confidential until the date/time listed for the public opening. At the public opening, only the name of the proposing firm will be released, no other information will be provided until evaluations are complete.

14.2. Once the process is complete, no information submitted as a part of this RFP process shall be considered proprietary or confidential unless claimed as a trade secret on the enclosed form “Designation of

Confidential and Proprietary Information”.

14.3. By submitting a proposal, vendors acknowledge that the County may be required under the law to make its records available for public inspection at any time during this RFP process. All Vendors acknowledge and agree that the County will have no obligation or any liability to the Vendor in the event that the County must disclose these materials.

15. Errors or Omissions:

15.1. If a vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this bid, the vendor should immediately notify the above named individual of such error and request modification or clarification of the RFP document.

15.2. The County of Kenosha reserves the right to permit cure of, or waive as an informality, any irregularities or technicalities contained in any proposal submitted, at the sole discretion of the County of Kenosha, provided such waiver does not substantially change the offer or provide a competitive advantage to any other vendor. Contracts will be awarded in the best interests of the County of Kenosha.

16. Public Notice Regarding Ethics Compliance:

Any vendor submitting a proposal to Kenosha County must sign and submit the attached Ethics

Compliance Statement with their proposal. Failure to submit this signed statement may be cause for rejection of an offer.

17. Addenda:

Changes to this RFP will be made only by formal, written addendum issued by Kenosha County’s

Purchasing Division and posted at the County’s website. Any and all addenda issued as part of this RFP shall become part of the specifications of this RFP and will be made part of the contract. It is the vendor’s responsibility to check and assure receipt of any and all addendums.

18. RFP Evaluation Process:

18.1. The County will receive proposals from firms having specific experience, resources and qualifications in the proposed scope of work. Proposals for consideration for this project must contain evidence of the firm’s experience and abilities in the specified area and other disciplines directly related to the proposed services.

18.2. All proposals received will be evaluated by a selection team that consists of County representatives. The team will review and evaluate all detailed proposals submitted and may conduct oral interviews with https://vendornet.wi.gov/

6/21/2019 Page 10 of 25 potential suppliers if deemed necessary. The selection team will have only the response to this solicitation to review for selection of finalists and, therefore, it is important that potential suppliers emphasize specific information considered pertinent to the services provided. The County reserves the right to request clarification of any portion of any submittal.

18.3. The County will not be under any requirement to complete the evaluation by any specific date and reserves the right to suspend or postpone the evaluation process should the need arise due to budget constraints, time constraints or other factors as directed by the County. However, it is anticipated that the review/evaluation process will be completed in a timely manner.

18.4. A Proposal Evaluation Committee will be established to review and evaluate all proposals submitted in response to this RFP. The Committee shall conduct a preliminary evaluation of all proposals on the basis of the information provided and other evaluation criteria as set forth in this RFP. The contract will be awarded to the most qualified contractor per the evaluation criteria listed below.

EVALUATION CRITERIA MAXIMUM POINT

VALUES

Cost to the County 20

Company Profile 25

Staff Qualifications 25

Proposal Solutions 30

TOTAL 100

18.5. Proposals will be evaluated and rated based on the criteria stated in this RFP, including but not limited to the following:

o Responsiveness of the Proposal to the scope of work.

o Ability, capacity, and skill of the Proposer to perform the scope of work.

o Experience of the business and individual members of the business in accomplishing similar services.

o Responses of the client references.

o Such other information that may be required or secured.

o Total cost of the proposal to accomplish the Statement of Work.

18.6. Short-Listing - The Evaluation Committee, at its sole discretion, may create a short-list of the highest scored proposals based on the preliminary evaluation against the evaluation criteria. Only those short-listed Proposers would be invited to participate in interviews and/or presentations, demonstrations or product testing. Upon conclusion of any interviews and/or presentations, demonstrations or product testing, the Evaluation Committee will finalize the scoring against the evaluation criteria.

18.7. Interviews/Demonstrations:

o If requested, Proposers may be required to participate in on-site interviews and conduct demonstrations to the County’s Evaluation Committee and other County representatives, in order to clarify the proposal submitted and present the Proposer’s solution. Additionally, the

Proposer’s key personnel may be required to be in attendance during this process.

o Proposers should be prepared to discuss and substantiate any of the areas of the proposal submitted, as well as its qualifications to furnish the specified products and services. The interviews and demonstrations will be scored by the Evaluation Committee.

6/21/2019 Page 11 of 25 o Notwithstanding the possibility of a request for an on-site interview and demonstrations, Proposers shall not rely on the possibility of such a request and shall submit a complete and comprehensive written response to this solicitation. Any costs incurred for the interviews and the oral demonstrations are the responsibility of the Proposer.

19. County RFP Notice of Rights:

At the County’s sole discretion, the County reserves the following rights to:

Conduct pre-award discussion and/or pre-award/contract negotiations with any or all responsive and responsible Proposers who submit proposals determined to be reasonably acceptable of being selected for award; conduct personal interviews or require presentations of any or all Proposers prior to selection; and make investigations of the qualifications of

Proposers as it deems appropriate, including, but not limited to, a background investigation conducted by the County or its agents.

Request that Proposer(s) modify its proposal to more fully meet the needs of the County or to furnish additional information as the County may reasonably require.

Accord fair and equal treatment with respect to any opportunity for discussions and revisions of proposals. Such revisions may be permitted after submission of proposals and prior to award.

Process the selection of the successful Proposer without further discussion.

Request Best and Final Offers (BAFO) from any or all proposers, at the sole discretion of the

County.

20. Assignment and Subcontracting:

20.1. The selected Contractor will not be permitted to sublet, sell, transfer, assign or otherwise dispose of the contract or any portion therein, or its right, title or interest in, to any person, firm or corporation without the written consent of Kenosha County. If Kenosha County permits the use of subcontractors, the following will apply:

The contractor is the prime vendor. A prime vendor is the vendor who provides a service and receives a payment for that service. The County considers the prime vendor to be the sole point of contact with regards to contractual matters, including the performance of the services and the payment of any and all charges resulting for contractual obligations.

The prime contractor will be responsible for the contract performance when subcontractors are used. However, when subcontractors are used, they must abide by all terms and conditions of the contract. If subcontractors are to be used, the contractor must clearly identify the subcontractor including length of time the subcontractor has been used by the prime contractor and other projects.

The prime contractor shall provide the County with the names of any subcontractors used for the performance of any part of this contract. The existence of the subcontractor does not relieve or reduce the prime contractor of any liability to the County for any breach in the performance of the prime contractor’s duties. The prime contractor agrees that all subcontractors shall be agents of the prime contractor and the prime contractor agrees to hold harmless hereunder for any loss or damage of any kind occasioned by the acts of omissions of prime contractors, subcontracts, their agents or employees.

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21. No Reimbursement for Expense of Proposals:

Kenosha County will not reimburse vendors for any costs associated with the preparation and submittal of any proposal, nor for any travel and/or per diem costs if any are incurred.

22. Vendor Responsibility:

22.1. A proposal may be rejected if a proposer fails to meet any one of the following qualifications:

22.1.1. Financial and Organizational Capacity: Factors to be considered include, but are not limited to, assets, liabilities, recent bankruptcies, equipment, facilities, personnel resources and expertise, availability in consideration of other business commitments, or existence of appropriate accounting and auditing procedures for control of property and funds.

22.1.2. Legal Authority: Factors to be considered include authority to do business in the State of Wisconsin, licensing, debarment by the State of Wisconsin or Federal Government due to a prevailing wage violation, OSHA violations, violations of other local, state or Federal law, etc.

22.1.3. Integrity: Factors to be considered include, but are not limited to, criminal indictments or convictions, civil fines and injunctions imposed by governmental agencies, anti-trust investigations, ethical violations, tax delinquencies, debarment by federal, state or local governments, or prior determinations of integrity-related non-responsibility.

22.1.4. Previous Contract Performance: Factors to be considered may include reports of less than satisfactory performance, early contract termination for cause, contract abandonment, court determinations of breach of contract, etc.

23. Indemnity and Insurance Requirements:

A proposal may be rejected if a Proposer fails to meet any one of the following insurance requirements:

1) Contractor agrees to indemnify, hold harmless and defend Kenosha County, its officers, agents and employees from any and all liability including claims, demands, losses, costs, damages and expenses of every kind and description or damage to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or occurring out of the acts or omissions of the Contractor, its agents or employees.

2) Contractor agrees to protect itself and Kenosha County under the indemnity agreement set forth in the above paragraph. Contractor will at all times during the terms of this

Contract keep in force and effect commercial general liability, errors & omissions/professional liability, automobile liability, excess/umbrella liability, worker's compensation, and employer’s liability insurance policies issued by a company or companies rated A- VII or better by AM Best and authorized to do business in the State of

Wisconsin with the following minimum limits of coverage;

a) Commercial General Liability *

Each Occurrence $1,000,000

General Aggregate $2,000,000

b) Automobile Liability *

Combined Single Limit $1,000,000

c) Errors & Omissions / Professional Liability

Each Occurrence $1,000,000

Aggregate $2,000,000

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d) Excess/Umbrella Liability

Each Occurrence $5,000,000

Aggregate $5,000,000

e) Worker’s Compensation Statutory Limits

f) Employer’s Liability *

Each Accident $500,000

Disease Each Employee $500,000

Disease Policy Limit $500,000

*Or such higher limits sufficient for these insurance policies to be scheduled under the

Umbrella policy.

3) Property and Equipment Contractor shall purchase and maintain at its own discretion and expense, Property/Builder’s Risk/Installation Floater Insurance in an amount equal to the insurable value of the Contractor’s property, whether off site or in transit, to cover any equipment, tools, tangible personal property, and material/product to be installed.

Contractor assumes all liability and risks, and agrees to waive all claims against Kenosha

County, for damage to or loss of equipment, machinery, tools, supplies, material/product to be installed, and other tangible personal property owned or supplied by Contractor and utilized or intended to be utilized during the course of Contractor’s Work. Any insurance carried by Contractor covering such damage or loss shall be endorsed with a waiver of subrogation in favor of Kenosha County and shall name Kenosha County as Additional

Insured. Any and all subcontractors agree to assume the same liabilities and risks as

Contractor, and agree to name Kenosha County as Additional Insured on any such similar policies of insurance maintained by each of them.

4) Coverage afforded shall apply as a primary with Kenosha County named as an additional insured on the commercial general, errors & omissions/professional liability, and excess/umbrella liability policies. Contractor shall give 30 days advance written notice of cancellation or non-renewal during the term of this Contract.

5) Contractor shall not discontinue or change liability insurance policies in effect during any part of this contract without buying “tail end” insurance to cover potential claims that may have occurred during the term of this agreement. Completed Operations and Products liability insurance shall be maintained for a period of 2-years after completion and acceptance of the Project by Contractor, or such longer period as may be reasonably required by Kenosha County. The hold harmless, indemnity and insurance provisions of this contract shall survive the termination of this contract and shall remain operative until the time that all potential claims or potential civil actions by the parties or by third parties shall expire under existing law.

6) Upon execution of this Contract, the Contractor shall furnish Kenosha County with a certificate of insurance, showing evidence of the above requirements. Certificate must be submitted to Kenosha County within four (4) business days after receipt of purchase order, execution of contract or other written authorization. If certificate is not submitted within four (4) business days, Kenosha County, at its sole discretion, may void the contract and award to the next low, responsive and responsible bidder.

7) Contractor shall notify Kenosha County immediately upon the commencement of any litigation against Contractor where there is any possibility Kenosha County may be made a party thereto.

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8) Should Contractor hire/engage any subcontractor(s) to perform work on its behalf or in conjunction with Contractor’s work, Contractor will require such subcontractor(s) to carry the same insurance as is outlined and required above of the Contractor along with any additional insurance that might be needed to address the exposures to loss present at the project site. Prior to Contractor engaging any Subcontractors, such engagement must first be approved by Kenosha County and all insurance requirements of that Subcontractor must be approved by Kenosha County.

24. Change Orders:

County shall have the right at any time during the progress of the Work to increase or decrease the Work.

Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or decreases it foresees as a result of the change. Except in an emergency endangering life or property, no addition or changes to the Work shall be made except upon written order of County, and

County shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of the County is authorized to direct any extra or changed work orally.

A Change Order, in a format acceptable to both the County and the Contractor, shall be issued and executed promptly after an agreement is reached between Contractor and the County concerning the requested changes. All change orders shall be incorporated into the contract. Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change Order in the manner as County and Contractor shall mutually agree.

25. Payments:

Payment will be made upon this contract upon receipt, in proper form and substance, of invoices and all documentation required by the contract or purchase order. Payment will not be made if any outstanding issue on the part of the vendor regarding the purchase is unresolved.

1) METHOD OF PAYMENT:

The method of payment will be at the County's sole discretion using any of the following methods:

i. By warrant (check);

ii. The County's credit card – otherwise referred to as “payment card” or “P-Card”;

iii. Automated Clearing House (ACH);

2) The pricing submitted by the vendor and accepted by the County is inclusive of applicable payment terms, as well as any and all fees incurred by the vendor through their financial institutions in accepting any of the above referenced payment methods. No additional fees or charges to the County shall apply, unless otherwise preapproved by the County. Additionally, unless otherwise set forth in the Contractor’s bid, quote, submittal, and unless accepted by the County in the contract, all payments shall be made in arrears and with payment terms of "Net 30 Days" from the date that the County receives a correct and accurate invoice. An accurate invoice must, in part, reference a valid County contract/agreement or purchase order number.

3) The County will negotiate a progress payment schedule with the awarded contractor based on project deliverables.

4) If a purchase order has been issued as a result of this RFP, the purchase order number must appear on all invoices.

6/21/2019 Page 15 of 25

Section III: Kenosha County Standard Terms and Conditions

A. NON-APPROPRIATION OF FUNDS: Kenosha County states that it is our intent to make all payments required to be made under any Agreement resulting from this ITB/RFP. However, in the event Kenosha County’s legislative body, the Kenosha County Board of Supervisors, does not appropriate funds for the continuation of the Agreement for any fiscal year after the first fiscal year, and it has no funds to continue the Agreement from other sources, said agreement will be terminated without damages or cost for such termination.

B. PUBLICITY RELEASES: Contractor agrees not to refer to award of this contract in commercial advertising in such a manner as to state or imply that the services provided are endorsed or preferred by Kenosha County. The contractor shall not have the right to include the County's name in its published list of customers without prior written approval of Kenosha County. The contractor further agrees not to publish, publicize, verbalize, print, tape, film, email, internet communication or any other electronic communication or cite in any form, any comments or quotes from County staff.

C. APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin; venue shall be in Kenosha County. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, rules and regulations. Kenosha County also reserves the right to cancel this contract if the County learns the contractor is debarred from a local governmental entity, the State of Wisconsin or federally debarred contractor or a contractor that is presently identified on the list of parties excluded from local or federal procurement and non-procurement contracts.

D. ANTITRUST COMPLIANCE: Those parties contracting with the County, or submitting bids under this Invitation, certify that with respect to all aspects of this RFP and any subsequent agreement they have complied and will comply with all Federal and State

Anti-Trust and Restraint of Trade laws and regulations.

FURTHERMORE, said party agrees to defend and hold harmless the County of Kenosha against any claims to the contrary.

E. PATENT, COPYRIGHT, TRADEMARK OR

SOFTWARE LICENSE INFRINGEMENT: The contractor selling to Kenosha County the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any

United States patent, copyright, trademark or software license. The contractor covenants that it will at its own expense defend every suit which shall be brought against Kenosha County (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright, trademark or software license by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and judgments, orders reasonable expenses, reasonable attorney fees in defense of such actions, in any such suit.

F. SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to Kenosha County must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable

OSHA Standards. The equipment or chemicals you would supply to Kenosha County must comply with all requirements and standards as specified by the

Occupational Safety and Health Administration and

Wisconsin Department of Commerce. All guards and protectors as well as appropriate markings must be in place before delivery. Items not meeting current regulatory specifications will be refused. The supplier may be required to provide training to County employees in the operation and handling of the item and its maintenance, at the supplier’s expense and at the convenience of the County.

G. PUBLIC RECORD LAW COMPLIANCE: It is the intention of Kenosha County to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid / proposal openings are public unless otherwise specified.

Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

a) The Parties acknowledge that Kenosha County is a municipal corporation legally bound to comply with the Wisconsin Public Records Law and

Open Meetings Law (see sections 19.32-19.39 &

19.81-19.98, Wis. Statutes) and that, unless otherwise clearly allowed by law to be an exception to the Public Record Law and confidential, all aspects of this agreement are subject to open disclosure and are a matter of public record. It is further agreed to that neither party will take any action to obstruct the operation of these laws. To comply with any request under said Public Record Law, the provider/contractor herein shall produce copies of all materials gathered or produced or modified pursuant to this contract to Kenosha County, in their original (i.e., electronic or digital, etc.) format at actual cost of reproduction, without profit. According to

Wisconsin case law, even if records are created or maintained by, or in the custody of, the provider as an independent contractor, they, along with the raw data used to create the record, are nevertheless public records that must be made available to the public within a reasonable time and without delay upon request by any person, and in the format in which they were created. Provider/contractor agrees to hold

Kenosha County, its agents, officials and employees harmless and to indemnify them and

Kenosha County for all costs, fees, including all reasonable attorney fees and expense of all

6/21/2019 Page 16 of 25 kinds, and any judgments, orders, injunctions, writs of mandamus, and damages or expense of whatever kind for which Kenosha County or it agents , officials or employees may expend or be held liable due to the Provider/contractor ’s failure to comply with the Wisconsin Public Records and

Open Meetings laws, or with this agreement.

b) Any Public Record Law request received directly by a contractor related to this contract with

Kenosha County shall immediately be reported to the contract manager for the County.

H. PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request or a contract, must be clearly stated in the bid/proposal or contract itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin Public Records Law.

Proprietary restrictions normally are not accepted.

However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

a) Data contained in a bid / proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data obtained and all docu-mentation, and innovations developed as a result of the bid / proposal process and or contract shall become the property of Kenosha County.

b) Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s.

19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of

Confidential and Proprietary Information form obtained from the Kenosha County Purchasing

Division. Bidders / proposers may request the form if it is not part of the Invitation for Bid /

Request for Proposal package. Bid / proposal prices cannot be held confidential.

I. NON-DISCRIMINATION,EQUALEMPLOYMENT

OPPORTUNITY AND AFFIRMATIVE ACTION

PROGRAMS

In the performance of work under this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, national origin, age, sex or handicap, 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. Contractor will post in conspicuous places, available for employees of the Contractor and applicants for employment, notices setting forth the provisions of the non-discriminatory clause.

Contractor is an individual and/or small business.

The Equal Employment Opportunity Commission has promulgated specific guidelines governing equal employment responsibilities in this context (known as "contingent employment"), and consistent with this approach, the Department of Labor has expressly excluded temporary employees from the EEO-1 reporting requirements. Accordingly, in compliance with these guidelines, Kenosha County has promulgated internal policies and procedures designed to ensure that contingent workers are hired and placed based solely upon their qualifications.

When a violation of the non-discrimination, equal opportunity or affirmative action provisions of this section has been determined by the 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 this section are committed during the term of the Contract, the County may terminate the Contract without liability for the uncompleted portion or any materials or services purchased or paid for by the Contractor for use in completing the Contract, or it may permit Contractor to complete the Contract but, in either event, Contractor may be ineligible to participate in future contracts with the County.

J. FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this

Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the United States government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

K. RECORD KEEPING AND RECORD RETENTION:

The contractor shall establish and maintain adequate records of all expenditures incurred under the contract.

All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

a) Kenosha County shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/proposal held by the contractor. The contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made.

L. INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of

6/21/2019 Page 17 of 25 the county. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the county.

M. PERMITS AND INSPECTION: When required any and all permits and inspections shall be included in the bid price and shall not be an additional cost to the County.

N. OPTIONAL COOPERATIVE PURCHASING

AGREEMENT: It is intended that any other public agency (i.e., city, county, district, public agency, municipality or state agency) shall have the option to participate (A.K.A. “join” or “piggyback”) in any award made as a result of this solicitation under the same terms and conditions. The County of Kenosha shall incur no financial responsibility in connection with purchase orders or contracts made by the bidder with another public agency resulting from this solicitation.

The public agency utilizing the original contract shall accept sole responsibility for placement of orders and applicable payments to the vendor. Should the Bidder not wish for a contract resulting from this bid to be used by other public agencies, they have the option to decline at the time of request.

O. ORDER SEQUENCE FOR BID/PROPOSAL

DOCUMENTS: In the event that any information is listed in this document more than once, the order of document sequence listed below prevails:

a) All Standard Terms and Conditions are superseded by

b) Special Terms and Conditions, are superseded by

c) The…