2-E. ALL DEPTS Standard City of Milwaukee Terms and Conditions updated 10-24-2022 REVISED 10-03-2024.pdf

Revised: October 24, 2022

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 1

City of Milwaukee

Terms and Conditions

ADA Notice: Please note: Upon reasonable notice, efforts will be made to accommodate the needs of disabled individuals through sign language interpreters or other auxiliary aids. For additional information, or to request this service, contact the specific contact person of the contracting department referenced in the Bid/RFP solicitation.

I. TERMS APPLYING TO ALL CITY CONTRACTS AND PURCHASE ORDERS:

1. Definitions Applicable to these Terms and Conditions.

1.1. City is the City of Milwaukee.

1.2. Commodity Contract is a contract for the purchase or sale of a commodity for future delivery.

1.3 Contract is this contract or service order to which these Terms and Conditions are attached and into which these

Terms and Conditions are incorporated. The documents constituting the Contract are identified on the Contract Cover Sheet.

“Contract” may alternatively be referred to as the “Agreement.”.

1.4. Contractor is the party providing goods or services to City pursuant to this Contract. Contractor may be variously referred to as the “successful proposer,” “successful bidder,” or some variation thereof elsewhere in the Contract.

1.5 Documents are all reports, studies, analysis, memoranda, information, records, and related data and materials created as a result of this Contract.

1.6. Invoice. An itemized statement from Contractor specifying the services and/or goods provided to City, and supported by all documentation as the City may reasonably require.

1.7 Terms and Conditions are only those terms and conditions set forth in this document entitled “City of Milwaukee

Terms and Conditions dated October 24, 2022.” For the avoidance of doubt, Terms and Conditions do not include any documents, attachments, exhibits, or documents other than those terms and conditions set forth in the document entitled

“City of Milwaukee Terms and Conditions dated October 24, 2022”.

2. These Terms and Conditions apply to all City procurements. These Terms and Conditions, in their unaltered form, apply to any contract or service order resulting from this procurement unless: (1) individual amended terms are agreed to by both parties in writing, (2) the amended terms are printed on the cover sheet to the Contract, and (3) such amended terms are approved by City Attorney via signature. Pursuant to the Milwaukee Code of Ordinances, all City contracts must be reviewed and approved by City Attorney. .City Attorney has preapproved these Terms and Conditions dated 10/24/2022, which are available on City Purchasing Division’s website. Any modification of these Terms and Conditions dated

10/24/2022 without written approval by the Office of the City Attorney shall render the Contract voidable at the sole discretion of City. If these Terms and Conditions are attached to or incorporated by reference into another contract document such as a purchase order or other similar procurement document and pages one (1) and two (2) of this document are not completed but are, instead, replaced with the purchase order or similar document, these Terms and Conditions apply to the contract created by the purchase order or similar document.

3. Additional Terms Disclaimer.

3.1. Click to Accept. No “click to accept,” “browse to accept,” or similar agreement that may be required for City or its officers, agents, contractors or employees (the “Users”) to access any software associated with this Contract shall be valid. Only the provisions of this Contract shall apply to the Users for access to and use of any software associated with this Contract. None of Contractor’s “terms of use” or “privacy policies” or other Contractor terms referenced in but not included with this Contract, including but not limited to web-based terms and conditions, shall apply.

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 2

3.2. Contractor’s Terms and Conditions. Contractor’s individual terms and conditions that conflict with or overlap with these Terms and Conditions in any way shall be void, irrespective of whether those terms are attached to the Contract, purport to be incorporated into the Contract, or contain terms purporting to prioritize such terms over these Terms and

Conditions. Any insertion of Contractor’s individual terms and conditions constitutes modification of this Contract and requires City Attorney approval as set forth in the section entitled “These Terms and Conditions apply to all City procurements”.

4. Payment Terms.

4.1. Prompt Payment. Contractor shall submit an Invoice to City on a monthly basis for any fees accrued during the preceding month within thirty (30) days of the end of said month. Pursuant to Common Council File No. 101137, if City does not make payment within forty-five (45) days after receipt of the Invoice, City shall pay simple interest beginning with the thirty-first (31st) calendar day after submission of the Invoice at the rate of one percent (1%) per month. No attorney’s fees, expenses, or other collection costs may be billed to City unless otherwise agreed to in writing. City may dispute any incorrect charges, charges disallowed by this Contract, or charges for work, services, or deliveries that were incomplete, incorrectly done, defective, damaged, or the like. No interest shall be applied to any outstanding amounts when Contractor has been sent notice that the amount owed to Contractor is subject to a good faith dispute within forty-five (45) days of the receipt of the Invoice, provided the notice was sent by first-class mail, personally delivered, or otherwise sent in accordance with any notice provisions in this Contract. In the event that the forty-fifth (45th) day after receipt of the Invoice is a Saturday, Sunday, or national holiday, payment may be made on the following business day without interest being owed to Contractor.

City’s failure to pay in a timely fashion does not relieve Contractor of its obligation to perform the services for which it has been retained. Consistent with Wis. Stat. § 66.0135(3), Contractor shall pay any of its subcontractors for satisfactory work within seven (7) days of Contractor's receipt of payment from City or seven (7) days from receipt of an Invoice from the subcontractor, whichever is later. If Contractor fails to make timely payment to a subcontractor, Contractor shall pay interest to the subcontractor at the rate of twelve percent (12%) per year, compounded monthly, beginning with the eighth (8th) calendar day after Contractor's receipt of payment from City or receipt of an Invoice from the subcontractor, whichever is later.

4.2. Payment Monitoring Requirements. If the total amount paid under this Contract will be twenty-five thousand dollars ($25,000) or more and this Contract includes a Small Business Enterprise (SBE) participation requirement, Contractor shall participate in mandatory training on the City of Milwaukee Office of Equity and Inclusion’s Compliance

Reporting and Certification System Software program (“Compliance Software”). The Compliance Software can be accessed at https://milwaukee.diversitycompliance.com. Contractor shall complete the Compliance Software training no later than thirty (30) days after the effective date of this Contract. Throughout the term of this Contract, Contractor shall immediately update Contractor contact information and shall report regular payment activity to SBEs in the Compliance Software. City is not in breach of this Contract and shall not be required to pay any interest pursuant to the section entitled “Prompt

Payment” for any late payments that result in whole or in part from Contractor’s failure to update its information or failure to otherwise provide accurate information to City through its Compliance Software. Contractor shall contact the Office of

Equity and Inclusion at 414-286-5553 if it has questions or concerns regarding the Compliance Software.

5. Personnel.

5.1. Subcontractors. Contractor may not employ subcontractors to fulfill the scope of services or otherwise perform under this Contract without written pre-approval from City. If Contractor receives written pre-approval from City to hire subcontractors, Contractor shall hire such subcontractors via written subcontract, and Contractor shall insert language into each such subcontract specifying that the subcontractor shall be subject to each provision of this Contract, including, but not limited to, all insurance requirements. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors and of persons indirectly employed by it as it is for the acts and omissions of its own officers, employees and agents.

5.2. Independent Contractors. Contractor is an independent contractor, and neither Contractor, nor Contractor’s officers, employees or agents are employees of City, nor are they entitled to any fringe benefits or any other benefits to which City’s https://milwaukee.diversitycompliance.com/

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 3 employees are entitled to or are receiving. Personal income tax payments, social security contributions, insurance, and all other governmental reporting and contributions required as a consequence of Contractor receiving payment under this

Contract shall be the sole responsibility of Contractor. City and Contractor form no joint venture or partnership under this

Contract.

5.3. Contractor to Supply all Personnel. Contractor will secure at its own expense all personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Contractor or under its supervision and all personnel engaged in the work shall be fully qualified and authorized or permitted under state and local law to perform such services.

5.4. Withholding of Salaries. Notwithstanding anything in this Contract, if in the performance of this Contract there is any underpayment of salaries by Contractor or its subcontractor to any employee, City shall be allowed, in its sole discretion, to withhold payment under this Contract to Contractor in an amount equal to the difference between the salaries required to be paid and the salaries actually paid to such employee. The amounts withheld shall be disbursed by City on behalf of

Contractor or subcontractor, if any, to the employee(s) to whom they are due. Contractor shall credit City for any payments made to Contractor’s employee(s) pursuant to this subsection as though the payments were made to Contractor pursuant to this Contract. City shall not be required to pay interest or late fees pursuant to the section entitled “Prompt Payment” on account of an untimely payment resulting from City’s decision to make payments to any of Contractor’s employees hereunder.

6. Living Wage Requirement.

6.1. Living Wage. Contractor agrees to pay all persons employed by Contractor in the performance of this Contract, whether on a full-time or part-time basis, a base wage of not less than a living wage as defined by Section 310-13 of the

Milwaukee Code of Ordinances.

6.2. Living Wage Reporting. Contractor agrees to make a sworn report or affidavit, within ten (10) days following

Contractor's completion of this Contract or every three (3) months, whichever occurs first, and to submit a like sworn report or affidavit from every subcontractor employed by Contractor to City regarding every person employed as a result of this

Contract. The affidavit or report shall include the person's name, address, type of work performed, total hours worked on this Contract, hourly wage rate, gross earnings, and employer's contribution to vacation, welfare and retirement funds. The sworn reports or affidavits shall be accompanied by a statement that each person employed as a result of this Contract has been paid in full an amount of not less than the living wage as defined by the Milwaukee Code of Ordinances Section 310-

13 and that there has not been, nor is to be, any rebate or refund of any part of said wages.

6.3. False Oath. If any documents submitted to City contain any false, misleading or fraudulent information, or if

Contractor fails to comply with the provisions of this section, City may withhold payments as provided for under the section entitled “Withholding of Salaries” and/or immediately terminate, cancel or suspend this Contract in whole or in part in its sole discretion. Contractor further acknowledges that violations of this clause could result in the denial of Contractor’s right to participate in future City contracts.

6.4. Posting the Living Wage. Notice of the requirement to pay a living wage under the section entitled “Living Wage” shall be posted by Contractor in any location where persons employed in the performance of this Contract work in a prominent place where it can be easily seen and read and shall be supplied to any person employed in the performance of this Contract at that person’s request within a reasonable period of time thereafter.

6.5 Service Contract Compliance. This section shall only apply to service contracts as defined by Section 310-13-2c of the Milwaukee Code of Ordinances.

7. Term and Termination.

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 4

7.1. Term and Time of Performance. The services shall commence upon the later of (a) the execution of the Contract by all parties or (b) as set forth in any schedule or scope of services included in the Contract. Unless otherwise specifically provided for in the Contract, Contractor shall perform the services in such sequence as to assure their expeditious completion in the light of the purposes of the Contract and at such times and during such hours as City may request and in a manner commensurate with the highest industry standards. All of the services shall be completed within the term as indicated on the Contract Cover Sheet (“Term”). Completion of the services within the Term is essential to the Contract. In addition to all other remedies inuring to City should the services not be completed during the Term, Contractor shall continue to be obligated thereafter to fulfill its responsibility to complete the services and shall use its best efforts to complete the services expeditiously.

7.2. Termination Due to Insolvency. City may, in its sole discretion, terminate the Contract immediately upon: (i) termination or suspension of Contractor’s business; (ii) insolvency or filing of a voluntary or involuntary petition in bankruptcy; (iii) appointment of a receiver, assignee or other liquidating officer for all or substantially all of Contractor’s assets; or, (iv) any assignment of any portion of Contractor’s assets for benefit of creditors.

7.3. Termination for Insufficient Funds. The Contract shall terminate at such time that City fails to appropriate sufficient sums to pay the amount due in the budget year for which the Contract applies. City will notify Contractor within thirty (30) days after it becomes aware that funding will not be appropriated. City’s decisions regarding sufficiency of appropriations and authorizations shall be accepted by Contractor as final. In such an event, Contractor shall immediately reduce and/or discontinue its activities hereunder as requested by City.

7.4. Termination for Cause. If Contractor fails to fulfill in a timely and proper manner any of its obligations or violates any of the provisions of this Contract, City shall have the right to terminate this Contract. City shall notify Contractor of its intent to terminate by giving Contractor written notice at least five (5) business days before the effective date of the termination and identifying the alleged deficiencies in Contractor’s performance, and shall give Contractor thirty (30) days to cure such deficiencies prior to termination. In such event, all deliverables completed by Contractor as of the date of termination shall, at the option of City, become property of City. Notwithstanding the foregoing, Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach of the Contract, and City shall retain its remedies under law.

7.5. Termination for Convenience of the City. City may terminate this Contract at any time for any reason by giving at least thirty (30) days' written notice to Contractor.

7.6. Payment Upon Early Termination. If Contractor is terminated early by City as provided in this section, Contractor will be paid for services actually and satisfactorily rendered, or goods actually and satisfactorily delivered; provided, however, that if Contractor is terminated for cause, City may withhold payment sufficient to cover the costs of obtaining, and any difference in pricing from, a new contractor. Contractor shall not charge City any early termination fee. If there has been a prepayment by City, Contractor will refund to City, within thirty (30) days of the effective date of termination, a pro-rata portion of any prepaid fees and costs that have not been incurred as of the effective date of termination.

8. Records, Privacy, and Reports.

8.1. Public Records Law. Contractor understands that City is bound by the Wisconsin Public Records Law, Wis. Stat.

§19.21, et. seq. Pursuant to Wis. Stat. §19.36(3), City may be obligated to produce, to a third (3rd) party, the records of

Contractor that are “produced or collected” by Contractor under this Contract (“Records”). Contractor is further directed to

Wis. Stat. §19.21, et. seq., for the statutory definition of Records subject to disclosure under this paragraph, and Contractor acknowledges that it has read and understands that definition. Irrespective of any other term of this Contract, Contractor is obligated to: (1) retain Records for seven (7) years from the date of the Record’s creation, and (2) produce such Records to

City if, in City’s determination, City is required to produce the Records to a third (3rd) party in response to a public records request. Contractor’s failure to retain and produce Records as required by this paragraph shall constitute a material breach of this Contract, and Contractor must defend and hold City harmless from liability due such breach.

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 5

8.2. Patient Privacy and Data Handling. This subsection applies if Contractor receives from City, or collects under this

Contract, any of the following: “protected health information” as defined by 45 C.F.R. § 160.103 and Wis. Stat. §146.816;

“registration records” or “treatment records” as defined in Wis. Stats. § 51.30; or “patient health care records” as defined in

Wis. Stats. § 146.81 (collectively, “Patient Records”). Contractor represents that (1) Contractor is a “covered entity” for purposes of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), or (2) Contractor is not a “covered entity,” but has entered into a Business Associate Agreement with City, which is attached hereto. Contractor and any subcontractors will comply with all applicable state and federal medical privacy laws, including, but not limited to, HIPAA and Wis. Stats. §§ 51.30, 146.816 and 146.82, when applicable. Contractor further covenants and agrees that it will enter into a Business Associate Agreement as required by HIPAA with any subcontractor with access to Patient Records under this Contract, and will provide a copy of such subcontract to City prior to any subcontractor providing any services related to this Contract.

8.3. Ownership. All Documents are City’s exclusive property. City has the right to use the Documents for any purpose without additional compensation to Contractor unless otherwise provided for in the Contract.

8.4. Confidentiality. All of the Documents are confidential and Contractor agrees that it will not, without prior written approval from City, make the Documents available to any individual, agency, public body or organization except as required by the Contract or by any applicable law or legal process. Upon City’s request, Contractor shall deliver all Documents to

City and then destroy all copies of the Documents, whether in written, electronic or other form or media, in a commercially reasonable manner and shall certify in writing to City that all Documents have been returned to City and destroyed in a commercially reasonable manner at no cost to City. Contractor shall comply with all City’s directions regarding the return and/or destruction of the Documents within fourteen (14) days. Contractor shall notify City if it has knowledge of an unauthorized acquisition or use of the Documents as soon as possible, but no later than within one (1) business day of such knowledge.

8.5. Reports and Information. Upon City’s reasonable request Contractor shall provide statements, records, reports, data, and information pertaining to matters covered by the Contract.

8.6. Documentation of Costs. Contractor shall ensure that all fees and costs it incurs pursuant to this Contract are supported by properly executed payrolls, time records, invoices, contracts, vouchers, or other official documentation evidencing in proper detail the nature and propriety of other accounting documents pertaining in whole or in part to this

Contract and shall be clearly identified and readily accessible.

9. INDEMNIFICATION AND DEFENSE OF SUITS.

9.1. INDEMNIFICATION OBLIGATIONS IN GENERAL. Contractor shall indemnify City and its officers, agents and employees for all losses, damages, costs, expenses, judgments, accrued interest, liabilities, or decrees arising out of any claim, action in a court, or proceeding before an administrative agency that is brought against

City or any of its subcontractors, officers, agents, or employees for the acts or omissions of Contractor or any of its subcontractors, officers, agents, or employees in whole or in part in the performance of the covenants, acts, matters or things covered by this Contract, or for injury or damage caused by the alleged acts or omissions of Contractor or any of its subcontractors, its officers, agents or employees. City will, at its sole option, decide whether to tender the defense of any claim, action in court, or proceeding before an administrative agency in which Contractor has a duty to indemnify to Contractor or Contractor’s insurer and upon such tender it shall be the duty of Contractor and

Contractor’s insurer to defend such claim, action, or proceeding without cost or expense to City or its officers, agents, or employees using counsel selected by Contractor and Contractor’s insurer and approved by City. Contractor shall not settle any claim, action in any court, or proceeding before an administrative agency relating to City unless City consents to the settlement in writing.

9.2. INTELLECTUAL PROPERTY INDEMNIFICATION. If any action in court, claim, or proceeding before an administrative agency is brought against City or any of its officers or employees due, in whole or in part, to the alleged infringement of or by Contractor of any copyright, license, trademark, service mark, logo, or other

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 6 intellectual property, (collectively, “Claims”), Contractor shall indemnify City and its officers and employees from all losses, damages, costs, expenses, judgments, or decrees to the extent arising out of such Claims caused by

Contractor or one of its subcontractors, officers, employees or agents.

10. Nondiscrimination. It is City’s policy not to discriminate against any qualified employee or qualified applicant for employment because of an individual’s sex, race, religion, color, national origin or ancestry, age, disability, lawful source of income, marital status, sexual orientation, gender identity or expression, victimhood of domestic abuse or sexual assault, past or present membership in the military service, HIV status, domestic partnership, genetic identity, homelessness, familial status, or an individual’s affiliation or perceived affiliation with any of these categories (“Protected Classes”), pursuant to

Milwaukee Code of Ordinances (MCO) Section 109-9. Contractors and their subcontractors employing any resident of the

City of Milwaukee may not discriminate against any member of the Protected Classes, and such contractors must insert this clause into any subcontracts of subcontractors employing any resident of the City of Milwaukee.

11. Standard of Care. If this Contract obligates Contractor to provide City with services (i.e., is not limited to a contract for goods), Contractor shall, as an independent contractor and not as an employee of City, perform the services set forth in the Contract (the “Services”). Contractor agrees that the Services shall be performed in accordance with generally accepted professional practices and in a manner consistent with the highest level of care and skill exercised under similar conditions by members of Contractor’s profession practicing in Wisconsin. Performance of the Services shall conform to all applicable federal, state and local laws and regulations.

12. Entire Agreement, Amendments, Severability.

12.1. Entire Agreement. The Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, representations, warranties and covenants between the parties concerning the subject matter hereof. Any amendments, changes or modifications to this Contract shall be in writing and executed by the parties.

12.2. Severability. If any term of this Contract is, to any extent, held invalid or incapable of being enforced, such term shall be excluded only to the extent of such invalidity or unenforceability. All other terms hereof shall remain in full force and effect and, to the extent possible, any invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term as determined by City.

If such invalid or unenforceable term has a material and adverse effect on a party and a valid and enforceable replacement that comes closest to expressing the intention of such invalid or unenforceable term as determined by City cannot be created, the party materially and adversely impacted shall be allowed to terminate the Contract pursuant to the section entitled

“Termination for Cause.”

12.3. Effect of Regulations. Should any local, state or national regulatory authority having jurisdiction over City impose a valid and enforceable order upon City which has the effect of changing or superseding any term or condition of the

Contract, such order shall be complied with, but only so long as such order remains in effect and only to the extent actually necessary under the law. In such event, the Contract shall remain in effect and be modified or terminated in the manner provided for by the section entitled “Severability.”

13. Remedies and No Waiver. Nothing in this Contract shall be construed to waive any privilege, right of recovery, cause of action, defense, remedy, category of damages, or immunity to which City is entitled under common law, or federal, state, or local law; waiver of any of the foregoing may only be accomplished in writing by an individual with the authority to bind City.

14. Insurance Requirements. Throughout the Term of this Contract, Contractor is solely responsible for meeting its insurance needs, but shall, at a minimum, carry insurance that meets the insurance requirements set forth in this section.

Any failure to comply with these minimum requirements during the Term is a material breach of this Contract permitting

City to, in its sole discretion, immediately terminate this Contract without prior notice.

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14.1 Certificate of Insurance Required. A certificate of insurance acceptable to City must be provided prior to final execution of this Contract. Any certificate of insurance provided to City shall accurately state that the issued insurance policies meet the requirements outlined below and must be an original certificate issued by a company licensed to do business in the State of Wisconsin or signed by an agent licensed by the State of Wisconsin. Contractor shall send City a current and valid Certificate of Insurance and/or Policy within fourteen (14) days of any request by City. Immediately upon any material change to Contractor’s insurance coverage, Contractor shall send City an updated Certificate of Insurance and/or Policy.

14.2 City’s Authority to Terminate. The certificate shall be approved by the City Attorney and placed on file with City prior to commencement of work under this Contract. City reserves the right to examine and approve the actual policy of insurance before City executes any Contract for this purchase. If the required certificate is not received and approved, the

City of Milwaukee has the authority to terminate this Contract.

14.3 City as Additional Insured. The City of Milwaukee shall be named as an additional insured (using ISO Form

CG2026 or its equivalent) with respect to liability coverage other than professional liability, including cyber liability coverage. The certificate holder shall be designated as:

***Insert Department Name***

***Insert Department Address***

14.4 City Approval of Insurance Companies. Insurance companies must be acceptable to City and have a current A.M.

Best rating of A-VIII or better.

14.5 Use of Occurrence Form. All policies other than professional liability policies shall be written on an occurrence form.

14.6 Notice of Cancellation or Non-Renewal. City shall be provided with at least thirty (30) days’ written notice of cancellation, non-renewal or material limitation of coverage of any and all insurance policies required by this Contract, for any reason including non-payment of premium. To ensure that such notice occurs, an endorsement must be added to the policy/policies permitting Earlier Notice of Cancellation or Non-Renewal. Such endorsement must contain the following stipulation:

“We will mail notice of cancellation (including for nonpayment of premium), non-renewal or material limitation of coverage to the organization shown in the schedule. We will mail the notice at least thirty (30) days before the effective date of the action.”

A copy of the endorsement of Earlier Notice of Cancellation or Non-Renewal stipulation must be submitted with the

Certificate of Insurance.

14.7 Required Coverages. Each of the following minimum coverages is required pursuant to this Contract unless “No” is indicated in the left-hand column:

REQUIRED? COVERAGE MINIMUM AMOUNT OF COVERAGE REQUIRED

Yes or No Worker’s Compensation

(City does require Worker’s Compensation coverage for Sole Proprietorships)

Statutory Limits

Yes or No Employer’s Liability

Each Accident: $100,000

Disease – Policy Limit: $500,000

Disease – Each Employee: $100,000

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• Coverage must include a Waiver of Subrogation

Endorsement in favor of City and its directors, officers, agents, employees, and volunteers.

Yes or No Commercial General Liability

Each Occurrence Limit: $1,000,000

General Aggregate: $2,000,000

Products-Completed Operations Limit: $2,000,000

Personal and Advertising Injury Limit: $1,000,000

• Coverage must be equivalent to ISO Form CG0001 or better.

• Coverage must include a Waiver of Subrogation

Endorsement in favor of City and its directors, officers, agents, employees, and volunteers.

• Coverage must apply to independent contractors and contractual liability.

• Coverage must apply on a primary and non-contributory basis.

Yes or No Automobile Liability Bodily Injury: $1,000,000 per person

$1,000,000 per occurrence

Property Damage: $1,000,000 per occurrence

Or Combined Limit: $1,000,000 per occurrence

• If Contractor owns or has any long term leased vehicles, coverage must be for Any Auto (Symbol 1). If there are no owned or long term leased vehicles, then coverage must be for Hired and Non-Owned Auto Liability

(Symbols 8 and 9).

• Coverage must include a Waiver of Subrogation

Endorsement in favor of City including its directors, officers, agents, employees and volunteers.

• Coverage must include contractual liability for risks assumed in this contract.

• If Federal or State government(s) require a Motor

Carrier filing, such filing shall be made available to

City upon request.

Yes or No Professional Liability

• Coverage must remain in effect for a period of not less than two (2) years beyond the termination date of the contract.

• If a claims-made form is used and a change of insurer occurs during the contract period, continuity of coverage must be maintained by either retaining the original retroactive date or exercising the extended reporting period endorsement option from the expired policy for a period of not less than two (2) years, if the replacement insurer will not preserve the original retroactive date.

• Coverage must include a Waiver of Subrogation

Endorsement in favor of City including its directors, officers, agents, employees and volunteers.

Yes or No Umbrella (Excess) Liability

$5,000,000 per occurrence

$5,000,000 aggregate

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• Must provide coverage in excess of the Employer’s

Liability, Commercial General Liability and Auto Liability

Coverages (inclusive of the amendments stated above).

Yes or No Crime Insurance

Employee Dishonesty: $500,000 per loss

• Must provide coverage for Third Party Employee

Dishonesty.

Yes or No Pollution Liability

• Coverage must include a Waiver of Subrogation

Endorsement in favor of City including its directors, officers, agents, employees and volunteers.

Yes or No Cyber Insurance

• Coverage must include cost of notification, cost of identity protection and repair insurance for affected individuals and third party liability.

• Depending on the situation, other required coverages may include:

o Regulatory Fines & Penalties o PCI Fines & Penalties o Cyber Extortion/Ransomware o Business Interruption o Data Reconstruction o Media/Website Liability o Breach Response Mitigation

▪ Forensic investigations

▪ Legal expenses

▪ Notifications

▪ Identity monitoring

Yes or No Garage & Garage Keeper’s Liability

In the amount of contract or greater

14.8. Performance Bond. If a performance bond is required by the terms of any bid or request for proposal, the performance bond shall be on the form provided by City in an amount equal to one-hundred percent (100%) of the Contract price or other amount specified therein. The performance bond must be issued by a surety company authorized to do business in the State of Wisconsin and must be accompanied by a power of attorney for the attorney in fact. The performance bond must cover any guaranty provisions of the Contract. The performance bond or any renewals thereof must remain in effect throughout the Term. Contractor shall provide City with a copy of the performance bond within five (5) business days of contract execution.

15. Substitutions and Equivalents. Substitutions or equivalents of specified goods, commodities, or products are only permitted upon the written consent of City.

16. Survival. Sections 1, 2, 3, 4.1, 5, 7.4, 7.6, 8, 9, 11, 12, 13, 16, 17, 20, 21, 22, 23, 25, 26, 27, 30, 31, 33, 39, 45, 46, and any other section(s) which by its/their meaning is/are implied to survive termination shall continue in force and effect following the termination or expiration of this Contract.

17. Conflict of Interest. Any contract in which a member of the City of Milwaukee Common Council is an interested party shall be voidable at the sole discretion of City, and City may sue to recover any amounts paid on such contract.

18. Nonexclusive. This is not a Contract to exclusively purchase the subject goods and/or Services from Contractor.

City may, at any time and in its sole discretion, choose to award a contract to another contractor providing the same or similar goods and/or services to City.

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 10

19. Order Quantity. Irrespective of any estimated purchased amounts in the bid and/or request for proposal and/or scope of services, this Contract does not guarantee any specific amount of business for Contractor. If this is a Commodity

Contract, City may order within ten percent (10%) more or less of the quantities specified in the Contract.

20. Audit. Contractor shall make the Documents available to City to allow City to audit, examine, excerpt or transcribe the Documents and audit, examine, excerpt or transcribe all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Contract any time during normal business hours and as often as City may, in its sole discretion, deem necessary. If federal or state grants or aids are involved in this

Contract, Contractor shall make the Documents available to the appropriate federal or state agency or the United States

Comptroller General to allow the appropriate federal or state agency or Comptroller General to audit, examine, excerpt or transcribe the Documents and audit, examine, excerpt or transcribe all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to all matters covered by this Contract any time during normal business hours and as often as the appropriate federal or state agency or Comptroller General may, in their sole discretion, deem necessary. Contractor shall not charge any additional fees to City, the appropriate federal or state agency, or the

Comptroller General by virtue of any additional work or costs associated with the performance of Contractor’s duties under this section.

21. Assignability. Contractor shall not assign or transfer any interest in this Contract in any manner without the written consent of City, provided, however, that claims for money due or to become due to Contractor from City under this Contract may be assigned to a bank, trust company or other financial institution without such approval. Notices of any such assignment or transfer shall be furnished promptly to City.

22. Law and Safety.

22.1 Pandemic Preparedness. Contractor shall comply with all state, federal, and local laws, rules, regulations, and orders regarding the COVID-19 pandemic. Contractor will follow all applicable state, federal, and local guidance and recommendations related to the COVID-19 pandemic including but not limited to guidance and recommendations related to social distancing, hygiene, sanitation of workspaces, provision of proper personal protective equipment to staff, proper screening methods and education of staff issued by the Centers for Disease Control and Prevention (CDC), Wisconsin

Department of Health Services, and Milwaukee Health Department.

22.2. Compliance with Law and Safety Standards. Contractor agrees to comply with all federal, state and local laws, regulations, rules, or court orders. Additionally, all material, equipment and supplies provided to City must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code, Rules of the Industrial Commission on

Safety and all applicable Occupational Safety and Health Administration (OSHA) Standards.

22.3. Material Safety Data Sheets. If any item on this order is a hazardous chemical, as defined under OSHA 29 C.F.R.

1910.1200, or an infectious agent, as defined by §101.58, Wis. Stats., the vendor shall include the appropriate Material

Safety Data Sheet(s) as specified below, and with the initial shipment and with the first shipment after a Material Safety

Data Sheet is updated. The vendor shall send the initial or updated Material Safety Data Sheet(s) with a complete container, partial container or single product. The vendor, distributor or manufacturer may make access to Material Safety Data Sheets available online via its website; however, Material Safety Data Sheets must be provided as stated herein, regardless of online availability, to meet State of Wisconsin and United States Department of Labor, Occupational Safety and Health

Administration (OSHA) requirements. In addition, Contractor shall supply any material relating to the safe use of this material and hazards associated with its use, including, but not limited to, installation procedures and personal “protective” equipment requirements. All hazardous components shall be identified. All data sheets must have the corresponding city purchase order number/vendor contract number clearly printed on the first (1st) page. Sheets must be sent to the Department prior to the shipment of the material. No payments are required to be made until the material safety data sheets are received.

22.4. Tax Exemption. City is exempt from the payment of all federal taxes. Registration No. A-245518 for tax-free transactions is on file with the Milwaukee Office of the Internal Revenue Service. City is exempt from Wisconsin sales or

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 11 use tax under Section 77.54(1) and (9a), Wisconsin State Statutes. City’s Wisconsin Sales and Use Tax Exemption number is ES 008-1020421147-07. Invoices to City may not include costs for Federal excise and Wisconsin sales taxes.

22.5. Choice of Law and Venue. This Contract shall be governed by, construed, interpreted, and enforced in accordance with the laws of the State of Wisconsin. The parties agree that for any claim or suit or other dispute relating to this Contract that cannot be mutually resolved, jurisdiction and venue shall be in Milwaukee County, Wisconsin, for matters arising under state law or, should federal courts have jurisdiction, the eastern district of Wisconsin. The parties agree to submit themselves to the jurisdiction of said courts, to the exclusion of any other court that may have jurisdiction over such a dispute according to any other law.

22.6. Americans with Disabilities Act. Contractor’s work product (whether goods, services, information and communication technology services, engineering or architectural services, or construction) prepared for City pursuant to this Contract shall fully comply with, as applicable, the Americans with Disabilities Act (ADA), Sections 504 and 508 of the Rehabilitation Act of 1973, and Contractor shall be liable for, and shall indemnify City for, any and all violations of the

ADA resulting from Contractor’s failure to make its work product compliant with the ADA. If Contractor is preparing work product based on specifications prepared by or on behalf of City, and Contractor knows or should know based on

Contractor’s experience in its field that such specifications are not in compliance with the ADA, Contractor must notify

City in writing of such non-compliance prior to commencing its work under those specifications.

23. Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed to Contractor at the address indicated on the signature page of this Contract and to City at:

***Insert Department Name***

24. Slavery Disclosure Affidavit. All vendors in existence prior to 1865 contracting with City shall complete an affidavit prior to entering into a contract verifying that it has searched any and all company records of investments or profits from slavery or slaveholder insurance policies during the slavery era. The names of any enslaved persons or slaveholders described in those records must be disclosed in the affidavit.

25. Small Business Enterprise. If this Contract requires Small Business Enterprise participation in accordance with the Form A submitted by the Contractor in its bid or proposal, no less than the percentage of meaningful services indicated on the Form A must be performed by the firm or firms indicated on that Form. In the event the firm or firms listed on Form

A are unable or unwilling to provide said services, Contractor shall contact the City’s Office of Equity and Inclusion (OEI) and work with OEI to engage a replacement(s). If any document submitted by Contractor requesting certification as a Small

Business Enterprise for the purpose of participating in any City contract contains false, misleading or fraudulent information, City may direct the imposition of any of the following sanctions on Contractor in its sole discretion: (a) withholding of payment, (b) termination, suspension or cancellation of the Contract in whole or in part, and/or (c) a denial to participate in any further contracts awarded by City for a period of one (1) year after the first (1st) violation is found and for a period of three (3) years after any subsequent violations are found.

For further information regarding SBE participation goals, contact the Office of Equity & Inclusion (OEI) at 414-

286-5553.

26. Taxpayer Identification Number. Contractor must provide accurate information related to its taxpayer identification number. If incorrect information is provided and Contractor fails to adequately and timely respond to City's efforts to obtain corrected information, City may impose a fee equal to City's added costs for meeting backup withholding requirements. This sum may be deducted from payments owed to Contractor pursuant to this or other contracts, or may be

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 12 billed separately. Failure to cooperate with City in this regard, or failure to pay a fee imposed under this provision, could result in Contractor being barred from participating in future City contracts.

27. Counterparts. The Contract may be executed in counterparts, each of which shall be deemed an original. All counterparts shall together constitute one and the same instrument.

28. Commodity Contracts. The terms and conditions in this section apply to the purchase of commodities.

28.1. Invoices. All invoices (in duplicate), shipping notices, and bills of lading are to be mailed to the department receiving the order within twenty-four (24) hours after shipment. All invoices must reference the purchase order number or they will be returned to you. Please obtain the address of the City department where the Invoice should be sent if not stated on the face on this purchase order under “bill to” address.

28.2. Cancellation. City reserves the right to cancel any order in whole or in part if deliveries are not made in accordance with this Contract.

28.3. Price.

28.3.1. Omitted. If price is omitted, it is agreed that Contractor’s price will be the lowest prevailing market price as determined by City and as supported by evidence.

28.3.2. Increases. Subject to the conditions of this subsection, if, through no fault of Contractor, limited supplies or general inflation result in increased prices incurred by Contractor for the goods, supplies, materials, or equipment purchased pursuant to this Contract (collectively the “Goods”) after the first (1st) calendar year beginning on the Effective Date of the

Contract and every anniversary of the Effective Date thereafter (“Year”) of this Contract, Contractor shall be entitled to request an increase in the price paid by City moving forward. The request must be made to City at least sixty (60) days in advance of the requested effective date of the increase and must be approved by City prior to the increase taking place.

Contractor shall only be allowed to request an increase once during every Year regardless of whether such increase is ultimately approved by City. Any individual increase will be the lesser of (1) the actual increase in the cost of Goods over the past twelve (12) months, or (2) fifteen percent (15%) of the original contracted price of Goods during the first (1st) Year of this Contract. The increase shall be contingent on City appropriating sufficient funds to pay the increased price. Contractor must provide evidence of the price increase to City sufficient to demonstrate that, in City’s sole discretion, the increase in cost to City is justified by the evidence prior to any increase being approved by City. This clause shall not apply to any

“discount from list” agreements. Denial of any request to increase the price does not constitute grounds to terminate this

Contract.

28.3.3. Decreases. Contractor shall notify City of any decrease in the price Contractor pays for the Goods within thirty

(30) days of such decrease and shall immediately decrease the price paid by City for the Goods on any future Invoice. The decrease in price to City shall equal the decrease in the cost Contractor incurs in purchasing the Goods. Contractor shall provide evidence of the current cost of the Goods to City within thirty (30) days of any request for the same.

28.3.4. Surcharges. Fuel and/or shipping surcharges are not allowed and will not be paid by City. If there is a freight increase prior to delivery of the product, the additional increase will be at the expense of Contractor.

28.3.5. Apparel Contracts. If this Contract includes the provision of items of clothing and cloth produced by weaving, knitting, and felting, including but not limited to uniforms, coveralls, footwear, linens and entrance mats, Contractor shall provide those apparel items from “responsible manufacturers,” as that term is defined by City of Milwaukee Ordinance 310-

17, and Contractor shall include an equivalent stipulation in all subcontracts.

28.4. Delivery and Packing.

“City of Milwaukee Terms and Conditions” revised October 24, 2022 – page 13

28.4.1. Packaging. Materials shall clearly be labeled and properly packaged in accordance with federal…