2612 Addendum 1.pdf

RFP #2612 Addendum One Page 1 of 4

Yes.

Questions and Answers:

Q1. Please confirm that the County expects the consultant to begin work on or about July 22, 2026, and achieve substantial completion by August 31, 2026.

Based on the Calendar of Events and Section 6 (Contract), this appears to allow approximately five weeks for the full operational study.

A. Yes, that is the preferred timeline.

Q2. Can the County clarify what “substantial completion” means for this project?

Specifically, does the County expect:

a. A final written report by August 31, 2026,

b. A draft report with a later finalization date, or

c. Completion of on site work and major analysis by that date, with reporting to follow?

A. The County would prefer a 100% project completion by 08/31/2026. The County would consider an initial draft report by 08/31/2026 with a later 100% proposed completion date (depending on the new proposed date).

Q3. Given the scope of work—which includes extensive on site observations, engagement with staff through interviews and focus groups, post by post staffing analysis, shift structure modeling, supervisory span of control review, and a facility consolidation assessment—would the County be open to considering a revised schedule if additional time is required to ensure the study is thorough, accurate, and aligned with Wisconsin DOC standards and best practices.

A. We understand that our timeline is ambitious, and we prefer that the study be done well, not just done fast. Vendors may provide their timeline under Tab E Proposal Solutions outlining the schedule for the work in order to do the study properly.

Q4. What data will be made available to the consultant prior to or immediately following the project kickoff?

Examples include:

• Staffing rosters (current and historical)

• Overtime records

• Post orders

• Shift schedules

• Classification data

KENOSHA COUNTY

RFP #2612 ADDENDUM ONE DATED 6/3/2026

Operational Study for Corrections

RFP #2612 Addendum One Page 2 of 4

• Inmate population trends

• Policies and procedures

• Organizational charts

A. All of the examples listed above will be provided. Any additional requests will be made available as long as a record exists for such record.

Q5. Will the County provide electronic access to historical staffing and overtime data, or will this information be provided in hard copy?

A. Electronic copies will be preferred as they streamline the process on both ends.

Q6. Does the County anticipate any restrictions on interviews with staff, supervisors, or command staff?

A. Based on current staffing levels, we would not always be able to provide specific timeframes. With that being said, most supervisors and command staff have the flexibility to be available for interviews / Q & As.

Q7. The RFP states that proposals must be submitted in a “sealed container.” Can the County clarify whether this refers to a sealed envelope, a sealed box, or any rigid container that is sealed? Additionally, does the County require tamper-evident sealing or simply a closed, labeled package?

A. “Sealed Container” could be a sealed envelope or a box or other container if the proposal response will not fit in an envelope. No tamper-evident sealing is required.

Q8. For the USB copy of the proposal, does the County require a specific file format (PDF, Word, both)?

A. PDF format would be preferred, but Word format is also acceptable.

Q9. Will the County provide its standard professional services contract in advance of award for review?

A. We have attached our standard professional services agreement. Note that this is just a template and that the specific scope will be added after negotiations. Our general terms and conditions included in the RFP document will be incorporated, pending negotiations.

Q10. What drivers exist for this project beyond what is described in the County’s

RFP?

RFP #2612 Addendum One Page 3 of 4

A. The county needs quantifiable data that can contribute to our proposals to the County Board. This consists of competitive pay rates that are comparable and/or aggressive to surrounding agencies. In addition, staffing analysis to determine proper staffing levels to reduce forced OT and the lack of retentions for our division.

Q11. What is driving the timeline for the project?

A. A comprehensive look into future implementation of staffing, retention, and consolidation. Duplication of services is a point of focus.

Q12. Has the County engaged any vendors for prior or related staffing or corrections studies? If so, please identify those engagements to inform proposers’ understanding of the County’s prior approach.

A. None to my knowledge.

Q13. Would the County share any notable considerations related to staff perceptions of this study that should be accounted for in proposers’ work plans?

A. We have no other considerations at this time that are not mentioned in the RFP documents.

Q14. Does the County have any existing staffing reports available for review upon project start, such as turnover reports, staff exit interview outcomes, prior staffing studies, etc.?

A. We have exit interviews conducted for those that would participate.

Those can be provided pending the Sheriff’s approval. We would need to determine how to accurately report staffing turnover rates.

Q15. Would the County please share what their current staffing rotation schedule is?

A. Two separate rotations (12-hr shifts.

a. 1st Rotation - Work Mon & Tues, Off Wed & Thur, Work Fri, Sat, & Sun.

b. 2nd Rotation – Off Mon & Tues, Work Wed & Thurs., Off Fri, Sat, & Sun

B. 5 M-F employees at each facility assigned to job-specific duties

Q16. Does the County have a budget for this project? If so, will the County please share that amount?

A. We currently have $25,000 allocated for this project, with consideration to be given if the proposals come in at a higher price.

RFP #2612 Addendum One Page 4 of 4

Q17. Can the County share any materials provided during the in-person-only proposal conference?

A. No additional materials were provided during the pre-proposal conference.

Attachments:

Professional Services Agreement Template

End Addendum 1

Form approved by Corporation Counsel’s Office 1/11/2012 Page 1 of 11

Kenosha County Wisconsin

Professional Services Agreement

This AGREEMENT entered into this XXXX day of Month, 2019, is by and between [insert Company name & address] (hereinafter referred to as "Contractor") and Kenosha County, a municipal corporation and political subdivision of the State of Wisconsin having its principal offices located at 1010 - 56th

Street, Kenosha WI 53140, (hereinafter referred to as "County").

1. DEFINITIONS:

“Confidential Information” means all information as listed on the County’s form “DESIGNATION

OF CONFIDENTIAL AND PROPRIETARY INFORMATION”. If claiming Confidential and

Proprietary information, Contractor must obtain said form from the County and incorporate into this contract.

“Contract” means this Agreement.

“Contractor” means [Insert legal name and address of contractor].

“The County”, “County” means Kenosha County Wisconsin.

“Project Services” or “Work” means those services provided by Contractor and, to the extent applicable, subcontractors and consultants of Contractor, which are described in this Agreement.

[ADD ADDITIONAL DEFINITIONS WHEN NECESSARY]

2. ENTIRE AGREEMENT:

This Agreement, along with Addendum A – Ethics Compliance Agreement, [INSERT NAME/TITLE

OF ANY OTHER ADDENDA OR EXHIBITS HERE] shall constitute the entire agreement and incorporates by reference all the terms, conditions and specifications of Bid #XXXX. Wherever the terms and conditions of any addenda, attachments, or exhibits are in conflict with this Agreement, the

Agreement shall prevail.

3. STATEMENT OF SERVICES:

Contractor shall specifically perform the following tasks:

[provide details of work to be completed by the Contractor, or attach Contractor’s proposal and incorporate it here as part of the document and reference it in Section 2 Entire Agreement.]

[Include a test and final acceptance plan if applicable]

Contractor shall provide, at its own expense, all personnel required in performing the services under this contract. Contractor, during the period of this contract shall not hire, retain or utilize for compensation any member, officer, or employee of the County or any person who, to the knowledge of Contractor, has a conflict of interest in fulfillment of this agreement.

4. COUNTY PROJECT MANAGER:

The County’s project manager for this contract shall be:

Name/Title/Department

Telephone: 262-653-XXXX

Email: XXXXXXXXX@kenoshacounty.org

Form approved by Corporation Counsel’s Office 1/11/2012 Page 2 of 11

Contractor shall take direction only from the herein named County project manager or designee for the performance of this contract

5. CONTRACT TERM:

Contract shall commence upon execution (or name a specific date) and continue until (date) unless otherwise amended by mutual written agreement of the parties. Contract may be extended in one year increments for a total of three years by mutual written agreement of the parties.

6. COMPENSATION:

Contractor shall be compensated for work performed [CHOOSE ONE OF THE FOLLOWING

STATEMENTS]

[on an hourly basis at the rate of $XXXX/hour. The total compensation to Contractor for services performed under the Agreement shall not exceed $XXX dollars. ]

OR

[the total sum of $XXXX] upon completion of contract and final acceptance by the County.

Out of pocket expenses are not reimbursable. No further compensation of any amount or kind will be given, unless agreed to by the County. As a matter of practice, the County attempts to pay all invoices in 30 days.

Contractor shall provide Kenosha County with itemized billings which shall include, but not be limited to, the following:

Dates and hours worked.

Specific tasks performed.

Draft or final form documents of the work produced.

No payment shall be made without substantial work product delivered.

7. WARRANTY:

a. General Warranties: Contractor represents and warrants that: (a) it is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of this Agreement;

(b) its entry into and performance under this Agreement does not violate any law or regulation, judicial or executive order, or contractual commitment by which it is bound; and

(c) it has the legal right to deliver and grant to Client the rights set forth herein with respect to any Contractor materials contained therein.

b. Work Standards. Contractor represents and warrants that it shall: (a) provide the Services in a professional and workmanlike manner; (b) provide the Services with promptness and diligence and in accordance with the accepted practices and professional standards of leading

Contractors performing services similar to the Services; and (c) use an adequate number of qualified individuals with suitable training, education, experience and skill to perform the

Services.

c. State any specific warranty requirements, length of warranty, etc.

Form approved by Corporation Counsel’s Office 1/11/2012 Page 3 of 11

8. CHANGES IN THE WORK:

The 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 savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of the County, and the 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 this 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 the County and Contractor shall mutually agree.

9. NON-APPROPRIATIONS OF FUNDS:

Kenosha County states that it is our intent to make all payments required to be made under this

Agreement. 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.

10. NON-DISCRIMINATION, EQUAL EMPLOYMENT 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 age, race, creed, color, disability, marital status, sex, national origin, ancestry, arrest record, conviction record, military service in violation of Sec

111.321, Wisconsin Statutes.

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.

11. PUBLICITY:

Contractor agrees not to refer to the 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 the 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 the County. The Contractor further agrees not to publish, publicize, verbalize, print, tape, or film, any verbal, written, email, internet communication, or any other electronic communication, or cite in any form, any comments or quotes from County staff.

Form approved by Corporation Counsel’s Office 1/11/2012 Page 4 of 11

12. INDEMNITY AND INSURANCE REQUIREMENTS:

a. 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, regardless of whether or not it is caused in part by Kenosha County. 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.

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 below of the Contractor.

b. 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 the insurances listed below and such insurance policies must be 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:

Commercial General Liability *

Each Occurrence $1,000,000

General Aggregate $2,000,000

Products – Completed Operations Aggregate $2,000,000

Professional Liability* $1,000,000

Cyber Liability*

Provide copy of declaration page showing any first & third party cyber liability coverage that applies to this contract

$1,000,000

Automobile Liability – Combined Single Limit * $1,000,000

Excess/Umbrella Liability – Each Occurrence and Aggregate

Limits *

$1,000,000

Workers Compensation Statutory Limits

Employer’s Liability – Each Accident / Disease Each Employee /

Disease Policy Limit *

$500,000 Each

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

Umbrella policy.

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

Contract. An endorsement in favor of Kenosha County waiving the Contractor's and its insurer's rights of subrogation shall be issued with respect to the Commercial General

Liability, Comprehensive Auto Liability, and Workers' Compensation and Employers

Liability policies. Evidence of this endorsement must be noted on the certificate of insurance.

d. Contractor shall not discontinue or change any of the above referenced 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

Form approved by Corporation Counsel’s Office 1/11/2012 Page 5 of 11 operative until the time that all potential claims or potential civil actions by the parties or by third parties shall expire under existing law.

e. 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.

13. TERMINATION BY CONTRACTOR:

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

14. TERMINATION FOR BREACH BY CONTRACTOR:

Failure of the Contractor to perform any of the provisions of this contract shall constitute a breach of contract, in which case, the County may require corrective action within ten days (10) from date of receipt of written notice citing the exact nature of such breach. Failure to take corrective action or failure to provide a written reply within the prescribed 10 days shall constitute a default of the contract. If defaulted, the Contractor shall be liable for damages in the full contract amount within 20 days. Failure to pay the required amount on time will result in an interest charge of 1.5% per month on the balance due. Kenosha County reserves the right to enforce the performance of this contract in any manner prescribed by law or equity in the event of breach or default of this contract, and may in its sole discretion, contract with another party with or without solicitation of proposals, bids or further negotiations. Contractor must compensate for any and all loss to the County should it become necessary to contract with another person because of such default. If Contractor fails to pay damages as set forth herein on a timely basis, Contractor will be liable for costs and expenses of the County for litigation to enforce this agreement, including reasonable administrative costs, reasonable attorney’s fees and court costs.

It is mutually agreed the breach of this Contract on Contractor's part will result in irreparable and continuing damage to the County for which money damages may not provide adequate relief.

Therefore, the breach of this agreement on Contractor's part shall entitle the County to both preliminary and permanent injunctive relief and money damages insofar as they can be determined under the circumstances.

15. UNRESTRICTED RIGHT OF TERMINATION:

The County further reserves the right to terminate this Contract at any time for any reason by giving

Contractor 30 days written notice by ordinary U.S mail, first class postpaid, of such termination to the address of Contractor set forth in this agreement. In the event of said termination, Contractor shall reduce its activities hereunder as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination.

16. STOPPING SERVICES:

When the County terminates the services in accordance with any termination clause of this

Agreement, Contractor shall take the actions set forth herein. Unless County directs otherwise, after receipt of a written notice of termination, Contractor shall promptly (a) stop performing services on

Form approved by Corporation Counsel’s Office 1/11/2012 Page 6 of 11 the date and as specified in the notice of termination; (b) place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the services that is not terminated; (c) cancel orders and subcontracts, upon terms acceptable to the

County, to the extent that they relate to the performance of services terminated; (d) assign to the

County all of the right, title, and interest of Contractor in all orders and subcontracts related to services which shall continue; (e) deliver completed work to the County and take such action as may be necessary or as directed by the County to preserve and protect the work, work site, and any other property related to the services in the possession of Contractor in which the County has an interest;

(f) continue performance only to the extent not terminated, and (g) return any County owned property, materials and supplies in Contractors possession, including any keys or access cards to any

County facility.

17. INDEPENDENT CONTRACTOR:

Nothing contained in this Contract shall constitute or be construed to create a partnership or joint venture between Kenosha County or its successors or assigns and Contractor or its successors or assigns. In entering into this Contract, and in acting in compliance herewith, Contractor is at all times acting and performing as an independent contractor, duly authorized to perform the acts required of it hereunder. Contractor attests that he or it in fact, regularly performs similar professional services for other customers.

The manner in which Contractor performs the services provided for hereunder including work hours, location, and other details of such services, shall be exclusively determined by the Contractor. The

Contractor may consider the availability of the facility and the normal working hours of the County.

The County shall have the right to control and direct the results of such services, however, in the performance thereof, Contractor is and shall remain independent (with the obligation solely on the

Contractor's part to provide for and pay any contribution or taxes required by federal, state or local authorities imposed on or measured by income) providing consultation and work product on the matters made the subject thereof. The County understands the Contractor will engage in other business or trade for other persons or organization, at Contractor's discretion, during the time

Contractor is rendering services for the County, providing such outside functions do not in any way restrict Contractor in performing the services provided for in this contract.

Contractor further agrees that the County is not to be charged with the obligation or responsibility of extending any fringe benefits such as hospital, medical and life insurance, or pension plans, etc., which may be extended to employees of the County from time to time and further agrees to indemnify and hold harmless Kenosha County and all its employees, officers and agents from any liability for worker’s compensation, unemployment compensation, income tax or social security or FICA contributions, or any or other similar obligation, and from personal injuries, including death, or for damage to or loss of personal property, which might occur as a result of the performance of the services provided for under this Contract.

Contractor agrees that Contractor will not file any complaint, charge, or claim with any local, state or federal agency or court in which Contractor claims to be or to have been an employee of Kenosha

County during the period of time covered by this Contract and that if any such agency or court assumes jurisdiction of any complaint, charge or claim against the County on Contractor's behalf, Contractor will request such agency or court to dismiss such matter without fees or costs or any other expense to Kenosha County.

18. ASSIGNMENT LIMITATION:

Form approved by Corporation Counsel’s Office 1/11/2012 Page 7 of 11

This Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns; provided however, that neither party shall assign its obligations hereunder without the prior written consent of the other.

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.

19. USE OF SUBCONTRACTORS:

Kenosha County reserves the right to accept or reject the use of subcontractors in the performance of this contract. If Kenosha County permits the use of subcontractors, the following will apply:

a. The contractor is the prime Contractor. A prime Contractor is the Contractor who provides a service and receives a payment for that service. The County considers the prime Contractor 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.

b. 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 on 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 and indemnify Kenosha County, its officers, agents and employees hereunder for any loss or damage of any kind occasioned by the acts or omissions of prime Contractors, subcontractors, their agents or employees.

Kenosha County reserves the right of reasonable refusal of any subcontractor hired to perform any part of this contract. Subcontractors must be pre-approved by Kenosha County before work begins.

20. PROHIBITED PRACTICES:

Contractor during the period of this contract shall not hire, retain or utilize for compensation any member, officer, or employee of the County or any person who, to the knowledge of Contractor, has a conflict of interest. Contractor shall obey all state, federal and local laws, codes, and regulations.

21. AUTHORIZATION; SAVINGS CLAUSE:

The validity, construction, enforcement and effect of this Contract shall be governed by the laws of the State of Wisconsin. All agreements and covenants contained herein are severable, and in the event any one of them shall be held invalid by any competent court or agency, this Contract shall be interpreted as if such invalid covenant was not contained herein.

22. OWNERSHIP OF INFORMATION, EQUIPMENT AND INTELLECTUAL PROPERTY:

All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and nothing herein shall be deemed to confer any rights to any such intellectual property on the other party. Contractor acknowledges that all work product created hereunder specifically for the County during the term (“Work Product”) will, Form approved by Corporation Counsel’s Office 1/11/2012 Page 8 of 11 upon payment by the County of all fees due and owing hereunder, be deemed to constitute “work for hire” and as such, shall be owned by the County. Notwithstanding anything set forth in this section to the contrary, in the event that the County fails to pay to Contractor any fees due and owing to

Contractor within 10 days of receipt of written notice of such failure to pay, Contractor shall be entitled to withhold delivery of Work Product until such time as Contractor has been paid such fees.

All information, written, digital, photographic or otherwise, and any derivatives thereof, whether created by the County or Contractor, which are related to the services covered under this Contract remains completely the property of Kenosha County and no license or other rights to such information is granted to any other person or entity. For purposes of this Contract, “derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgment, revision, or other form in which an existing work may be recast, transformed, or adapted; and (ii) for patentable or patented material, any improvement thereon.

23. NON-DISCLOSURE AND NON-USE OF INFORMATION AND WORK PRODUCT

DEVELOPED BY CONTRACTOR FOR KENOSHA COUNTY:

Except as expressly agreed, Contractor will not disclose, publish, or disseminate any information it obtains from or develops for the County under this Contract. Contractor agrees to take all reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of information and work product obtained from or developed for the County under this Contract. Contractor agrees not to use, publish or disseminate information and work product for its own or any third party’s benefit without the prior written approval of the County.

24. RETURN OF DOCUMENTS:

Within ten business days of receipt of the County’s written or oral request, Contractor will return all documents, records, and copies thereof it obtained or created during the development of the work product covered by this Contract.

25. PUBLIC RECORDS LAW COMPLIANCE:

a. It is the intention of Kenosha County to maintain an open and public process in the solicitation, submission, review, and approval of contracts.

b. 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 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 caselaw, even if records are created or maintained by, or in the custody of, the Contractor 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. 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 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 Contractor’s failure

Form approved by Corporation Counsel’s Office 1/11/2012 Page 9 of 11 to comply with the Wisconsin Public Records and Open Meetings laws, or with this agreement.

c. Any Public Records request received directly by a Contractor related to this contract with

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

d. Any information, records, documents, or other materials provided to Kenosha County by

Contractor that Contractor claims as confidential trade secrets and, therefore, exempt from

Public Record Law must be clearly defined on the County’s “DESIGNATION OF

CONFIDENTIAL AND PROPRIETARY INFORMATION” form and submitted to the

County’s project manager (or his designee).

26. NOTICES:

All notices required or permitted under this Agreement shall be in writing and shall be deemed received when (a) delivered personally, (b) 3 days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (c) 1 day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt, or (d) sent by confirmed facsimile (followed by the actual document via U.S. mail). All communications shall be sent to the address set forth for each party below its signature hereto or to such other address as either party may provide to the other party in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the day, month and year first above written.

County of Kenosha, by:

Company Name

Authorized Signature Authorized Signature

Title Title

Print Name Print Name

Date Date

Form approved by Corporation Counsel’s Office 1/11/2012 Page 10 of 11

ETHICS COMPLIANCE ADDENDUM

It is agreed and understood by all parties to this contract that:

1. In addition to ethical standards set forth in Wisconsin Statutes section 19. 59 for all county employees and officials [either elected or appointed] Kenosha County has adopted an ethics policy that is applicable to county employees in conducting county business. That policy may be reviewed at:

http://www.kenoshacounty.org/DocumentCenter/Home/View/578

It is further understood that all county employees and officials [either elected or appointed] are prohibited from engaging in any criminal conduct contrary to Wisconsin Statutes sections 946.12 involving misconduct in public office and 946.13 involving a private interest in a public contract.

2. This ethics policy is intended to ensure that public trust in Kenosha County government is maintained and that decisions affecting the county and its citizens are made fairly and impartially for the benefit of all citizens and not for personal gain. This policy precludes:

• the misuse or misappropriation of county property or funds for personal use or otherwise,

• use or disclosure of confidential information for personal gain or otherwise,

• elimination of conflicts of interests, receipt of gifts or favors or other considerations of value by county employees,

• the use of the employee’s public position to influence or gain unlawful benefits or to influence or gain advantages or privileges for the employee,

• and the conducting of personal business or campaigning during working hours.

3. This policy, furthermore, requires employees to disclose and report to the proper authorities any violation of this policy or State Statute by either other employees or by any non-employee or citizen seeking to or aiding or abetting in efforts to circumvent this policy. Any employee failing to make such disclosure or report is subject to discipline. This contract also requires that any party contracting with

Kenosha County also report any such violation to either the District Attorney or Corporation Counsel for Kenosha County.

4. By executing this contract, each party certifies that it knows of no conflicts of interest or appearance of a conflict or appearance of an impropriety on the part of any current or former county official or employee who may have had a role on deciding which proposal or bid will be accepted, and

5. By executing this contract, each party certifies that no attempt has been made by anyone on behalf of the party submitting a proposal or bid to directly or indirectly illegally influence the awarding of a contract by promise of or delivery of any consideration or anything of value to a current or former

County official or employee or family or household member of a current or former County official or employee, or in any other manner contrary to law, and

6. The parties acknowledge that Kenosha County is a municipal corporation legally bound to comply with the Wisconsin Open Meetings and Public Records laws and that as such, unless otherwise allowed for by law, all aspects of this agreement are subject to open discussion and disclosure are a matter of public record. It is furthermore agreed to that no party will take any action to obstruct the

Addendum A http://www.kenoshacounty.org/DocumentCenter/Home/View/578

Form approved by Corporation Counsel’s Office 1/11/2012 Page 11 of 11 operation of these laws. If records are created or maintained or in the custody of the Contractor, as an independent contractor, they, along with the raw data used to create the record, are, nevertheless, public records. Within legal constraints related to confidentiality and privacy protection, such records must be made immediately available to the public upon request and in the format in which they were created. Contractor agrees to hold the County harmless and to indemnify the County for all costs, fees, including all attorney fees and judgments and damages of whatever kind for which the County may be held liable due to the Contractor’s failure to comply with the Wisconsin Public Records and

Open Meetings laws.

7. That any subsequent finding of a violation of either the County’s ethics policy or Wisconsin Statutes sections, 19.59, 946.12 and 946.13 by any party or any agent of any party acting either alone or acting in concert with a current or former Kenosha County official or employee may result, at the sole option of Kenosha County, in this agreement being declared null and void and / or may result in the party violating this policy being debarred from submitting proposals, bids or contracting with Kenosha

County for a specified period of time in the future.

County of Kenosha, by:

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Authorized Signature Authorized Signature

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