3-P-3297 RFP Final 20251008.pdf

REQUEST FOR PROPOSALS

Security Services

Contract No. P-3297

The Milwaukee Metropolitan Sewerage District (District) is issuing this Request for Proposals (RFP) to solicit proposals from qualified vendors (Consultants) for unarmed security guard services, including foot and roving patrols for P-3297, Security Services.

BACKGROUND AND SUMMARY

The District intends to procure professional unarmed uniformed security guard services consisting of roving foot patrols, vehicle patrols, and stationary guards at its headquarters and laboratory building locations (250 and 260 W. Seeboth St., Milwaukee, Wisconsin). The District is a regional government agency that provides water reclamation and flood management services for about 1.1 million people in 28 communities in the Greater Milwaukee area. There are approximately 200 employees at the headquarters and laboratory locations. The buildings are occupied seven days per week at various staffing levels.

The general scope of services for this contract includes the following major tasks and activities:

A. Headquarters and Laboratory Buildings Security Tours

• Frequency:

o Monday – Friday:

One daily evening tour between the hours of 11:00 p.m. and 3:00 a.m.

o Weekends and Holidays:

Two daily tours. One in the late morning and one in the late evening.

B. Weekday Parking Lots Security Patrols

a. Frequency: Monday – Friday (no holidays):

One daily morning patrol between 6:30 a.m. – 9:00 a.m.

One daily afternoon patrol between 2:30 p.m. – 5:00 p.m.

C. Special Assignments (As Requested)

The contract Scope of Services is in Attachment A.

GENERAL INFORMATION

This RFP is available on the District’s Euna Procurement Portal website at https://mmsd.bonfirehub.com, Reference #P-3297

A. Proposal Dates

The following is the proposed schedule for this contract, including anticipated District timeframes for selection and award. Dates may be subject to change. Any changes to the Deadline for Receipt of Proposals will be reflected in Addenda to the RFP posted on Bonfire.

Milestone Date RFP Issued: 10/08/2025 Site Tour: Available Upon Request Deadline for Receipt of Proposals: 10/22/2025 by 11:00 AM CST Anticipated Contract Start Date:

11/01/2025

Anticipated Contract End Date: 10/31/2027

B. Communication

All communication for this RFP should be submitted in writing to:

Millie Neidhardt Procurement Specialist

Milwaukee Metropolitan Sewerage District 260 West Seeboth Street

Milwaukee, WI 53204-1446 eneidhardt@mmsd.com

UNAUTHORIZED CONTACT REGARDING THIS RFP WITH ANY OTHER DISTRICT

EMPLOYEE MAY RESULT IN PROPOSAL DISQUALIFICATION.

All questions related to this RFP shall be directed in writing to the Procurement Specialist.

Responses to inquiries will be shared with all potential proposers via written addenda or Q&A document posted to the District’s Euna Procurement Portal to ensure a fair and transparent process. Any oral communication will be considered unofficial and non-binding.

Any changes or clarifications to this RFP will be posted as an addendum on the District’s Euna Procurement Portal.

https://mmsd.bonfirehub.com/ mailto:eneidhardt@mmsd.com

C. Authorized Firms

Proposals will only be accepted from firms authorized to do business in the State of Wisconsin.

D. Public Records Compliance

The District is a unit of local government obligated to comply with Wisconsin’s Public Records Law, Wisconsin Statutes secs. 19.31 through 19.39. The presumption under the law is that public records shall be open to the public unless there is a clear statutory exception, unless there exists a limitation under the common law, or unless there is an overriding public interest in keeping the public record confidential. As such, proposers should assume that their Proposals will be subject to disclosure under the Public Records Law.

E. Costs and Liability

The District will not be liable for any costs incurred by the respondents in replying to this RFP. In addition, the District is not liable for any costs for work or services performed by the selected consultant prior to a written Notice to Proceed.

F. Terms and Conditions

The successful proposer will be expected to enter into a contract with the District. A Draft Contract is provided as Attachment E. Proposers must identify any exceptions to the Draft Contract terms and conditions in their Transmittal Letter. These exceptions will be considered during the proposal evaluation process.

G. Insurance

Proposers should be prepared to provide proof of insurance coverage upon contract execution. The specific insurance requirements are detailed in the Draft Contract provided in Attachment E. Proposers should identify any exceptions to these insurance requirements in their Transmittal Letter.

PRE-PROPOSAL INFORMATION

Pre-Proposal Meeting & Site Tour

A preproposal site tour may be scheduled upon request. Contact the District’s Procurement Specialist, Millie Neidhardt, at eneidhardt@mmsd.com to schedule a tour.

SUBMISSION REQUIREMENTS

A. Submission Deadline

All proposals must be submitted no later than 11:00 AM CST on October 22, 2025. Late submissions will not be accepted.

B. Submission Instructions

All proposals must be submitted electronically using the District’s Euna Procurement portal.

Upload proposal submissions at: https://mmsd.bonfirehub.com/projects/205771/details

This website location will no longer be available to the public or proposers after the RFP submission period has closed.

Submissions must be uploaded, submitted, and finalized prior to the submission deadline.

It is strongly recommended to start the upload process at least ONE HOUR before the submission deadline.

Proposal submissions will only be visible to the District after the submission deadline.

Proposers will receive an email confirmation with a unique confirmation number once the submission is finalized.

Minimum system requirements: Microsoft Edge, Google Chrome, or Mozilla Firefox.

Javascript must be enabled.

For technical questions related to your submission or the Euna Procurement Portal, contact Euna at support.bonfire@eunasolutions.com or visit their help forum at https://support.gobonfire.com/hc/en-us.

C. Submission Format

All proposals shall be written in English and shall include clear and concise written content and may include illustrations. All text shall be 12-point font. All submittals shall be in 8.5” x 11” portrait format, but may include 8.5” x 11” landscape format or 11” x 17” illustrations as needed. The proposed schedule chart and level of effort spreadsheet may extend onto multiple 11” x 17” pages if necessary. Marketing brochures are not allowed.

mailto:eneidhardt@mmsd.com https://mmsd.bonfirehub.com/projects/205771/details mailto:support.bonfire@eunasolutions.com https://support.gobonfire.com/hc/en-us

Proposal submissions must include the following files:

Submission Categories Maximum Page

Limit

Transmittal Letter 1

Qualification of Firm 2

Availability / Schedule 1

Certification of Non-Discrimination (Attachment B) 1

EEO Data Form (Attachment C) 1

Compensation Proposal (Attachment D)

• May be submitted as Excel or PDF

• All files shall be uploaded as PDF documents, unless otherwise specified.

• Only one file may be uploaded per submission category.

• The maximum upload file size is 100 MB.

• Do not embed any documents within the uploaded files, as they will not be accessible or evaluated.

• Do not upload any files with restrictions (e.g. encryption, password protection) that would prevent the District from opening files or merging multiple electronic documents into a single file for records management purposes.

SUBMISSION CATEGORIES

The following information should be included in each submission category.

A. Transmittal Letter

• Use company letterhead and clearly identify the firm’s name, address, and phone number.

• Must be signed by a person authorized to submit and sign a proposal and include their name, title, phone number, and email address.

• Must identify any exceptions to the Draft Contract terms and conditions.

B. Qualifications of Firm/Team

• Provide a brief description of the overall qualifications of the firm and service team.

• Include the history of the organization, including number of years in business, structure, and services offered.

• Please provide the location and location range of your office(s).

• Detail any required training the guards must complete

• Provide three references of similar clients and include the following:

o Company Name o Contact Name and Title o Address o Phone Number o Email o Length of Business Relationship (years)

C. Schedule

• Provide a detailed schedule of patrols that adheres to District’s request

• State your firm's mobilization notice requirements for special events and evening meetings

• Describe any potential concerns with scheduling and availability

D. Non-Discrimination & Equal Employment Opportunity Forms

The District has adopted a Non-Discrimination and Equal Employment Opportunity (EEO) policy. The following is an excerpt from that policy:

“It is the District's policy to encourage equal employment opportunity practices on the part of its suppliers of goods and services. Persons seeking to do business with the District are expected to comply with applicable federal, State of Wisconsin, and local laws, regulations, and orders relating to equal employment opportunity and nondiscrimination for employees and subcontractors. The District shall include equal employment opportunity and nondiscrimination requirements in its purchasing and contracting documents.”

• Complete and submit the Certification of Non-Discrimination (Attachment B)

• Complete and submit the EEO Data Form (Attachment C)

E. Compensation Proposal

• Complete Attachment D – Compensation Template with all blanks filled out with fully loaded rates.

PROPOSAL EVALUATION & AWARD

A. Evaluation Criteria

Proposals will be evaluated based on the criteria and point allocations listed below, using the Evaluation Scoring Table in Attachment F as a guide:

Evaluation Criteria Maximum

Points Available

Overall Qualification of Firm / Team 20

Schedule 20

Compensation 20

Total Points Available 60

B. Evaluation Process

Proposals submitted in response to this RFP will be evaluated by an evaluation committee.

The District will not release the names of committee members.

C. Selection Process

Depending upon the thoroughness of the proposals, the District may select a consultant based upon the initial proposal submission. Proposers should not assume there will be an opportunity to submit additional information. Initial proposals should be submitted as the proposer’s “best and final offer.”

Final selection will be based on the highest overall proposal score.

The District reserves the right to accept or reject any or all proposals and to waive informalities or irregularities in the selection process.

D. Contract Award

Contract award will be made to the proposer whose submission best complies with the RFP and will be the most advantageous to the District, as indicated by the highest-rated proposal.

The District will negotiate final contract terms with the highest-rated proposer. Contract award is contingent upon successful negotiation of contract terms and the completion of all required approvals in accordance with the District’s policies and procedures.

Attachment A

- 1 -

ATTACHMENT A

SCOPE OF SERVICES

Security Services

Contract No. P-3297

General Scope

Contractor shall provide unarmed security guard services for the District's laboratory and headquarters buildings and parking lots located at 250 and 260 West Seeboth Street, Milwaukee, WI 53204. The Contractor shall plan for approximately seven hours of roving foot patrols per week and seven hours of roving vehicle patrols of the parking lots per week. All security service vehicles must be professionally identified and maintained. All security guards must prominently display a photo identification badge and be uniformed.

Contractor's personal visitors are not permitted at any time, whether inside or outside the assigned location, unless they have business with the District.

Headquarters and Laboratory Buildings Security Tours

Headquarters and Laboratory Buildings Security Tours shall be approximately 30-45 minutes and require, at a minimum, one security guard to walk all floors of both buildings, including the basement and stairwells. To ensure all floors have been thoroughly inspected, the Contractor will utilize check-ins via a web-based guard tour system with QR readers. The Headquarters and Laboratory Building Security Tours shall include a parking lots/grounds tour as outlined below along with the following actions:

• Check all exterior doors to verify they are locked and latched. Report unlocked doors in daily report.

• Inspections of all District vehicles on-site.

• Check parking lots and grounds for loitering, vagrants, and suspicious activity.

• Conduct exterior tours of building structure for signs of vandalism, damage, fire, or loitering.

• Conduct interior tours of the facility to inspect for the following, but not limited to:

spills, leaks, fires, obstructions, malfunctioning equipment, trespassers, opened doors, lights, inspection of rooms containing gases (Argon, Oxygen, Nitrogen, etc.), equipment left on (coffee pots, flattop burners, etc.), gas leaks, overflowing toilets or faucets, document employees present, locked door verifications, and overall verification of peace at the facility.

• Conduct a tour of the boat dock area to check for any trespassers, vandalism, or suspicious activity.

- 2 -

• Report suspicious activities, vandalism, loitering, and other illegal activities to the local authorities immediately.

• Keep in close communication with the District’s Risk Manager and Safety Specialist.

• Submit daily reports to the District of Headquarters and Laboratory Buildings

Security Tours using the web-based guard tour system.

• Frequency:

o Monday – Friday:

One daily evening tour between the hours of 11:00 p.m. and 3:00 a.m.

o Weekends and Holidays:

Two daily tours. One in the late morning and one in the late evening.

Weekday Parking Lots Security Patrols Parking lots security patrols shall consist of at least two 30-minute patrols daily of the property to monitor suspicious activities and provide a safe environment for employees and visitors entering and leaving. Each parking lot patrol shall include, at a minimum, three laps of the parking areas and driveways.

• The Contractor shall report suspicious activities, vandalism, loitering, and other illegal activities to the local authorities immediately.

• Frequency: Monday – Friday (no holidays):

o One daily morning patrol between 6:30 a.m. – 9:00 a.m.

o One daily afternoon patrol between 2:30 p.m. – 5:00 p.m.

Special Assignments (As Requested)

• Provide unarmed security services as requested for evening meetings occurring at the District’s headquarters building Security professional will be expected to be present before, during, and after these meetings. The length of each meeting is typically 2-4 hours. Ensure guests attending the meetings stay within the designated areas of the building which shall be the lobby, the Commission Meeting Room, and the bathrooms on the first floor.

• Provide a security guard for up to 10 hours per day upon request of the Risk Manager.

Assignment may last up to one week. Reasons for the guard include the inability to secure a door or assisting in a situation with a potential disgruntled employee or citizen. The guard may need to report to either the District’s headquarters or laboratory building or the District’s maintenance garage at 6060 S. 13th Street, Milwaukee, WI.

Checkpoint Locations

CHECKPOINT NAME

Lobby HQ 1st Lobby Outside West Door HQ 1st Outside West door 107 A Entrance HQ 1st 107A entrance 102 Mail Room HQ 1st 102 Mail room Elevator-5 HQ 1st Elevator 121 ER Door North HQ 1st 121 Commission ER door North 121 ER Door South HQ 1st 121 Commission ER door South Door 2 Outside HQ 1st Door 2 outside Door 3 Outside HQ 1st Door 3 outside Door 4 Outside HQ 1st Door 4 outside 125 HQ 1st 125 137 HQ 1st 137 242 HQ 2nd 242 235 HQ 2nd 235 221 HQ 2nd 221 Elevator -2 HQ 2nd Elevator 208 HQ 2nd 208 342 HQ 3rd 342 325 HQ 3rd 325 309 HQ 3rd 309 307F HQ 3rd 307F 327 HQ 3rd 327 Elevator-3 HQ 3rd Elevator 430 HQ 4th 430 422 HQ 4th 422 404 HQ 4th 404 408 HQ 4th 408 435 HQ 4th 435 Elevator HQ 4th Elevator HQ HQ Garage Main door Storage Room HQ Garage Storage Room SE Corner HQ Garage SE Comer Elevator-4 HQ Garage Elevator Lab 102 102 1st (near Lab badge reader) Lab Doors Lab 1st Lab 141 Lab 1st L-141 L-113 Lab 1st L-113

Lab Doors

- 3 -

L,135 Lab 1st L-135 L-132 Lab 1st L-132 Door 6 Outside Lab 1st Door 6 outside Door 7 Outside Lab 1st Door 7 outside Door 8 Outside lab 1st Door 8 outside 122 Lab 1st L-122 L-1 17 Lab 1st L-117 ER Door in Stairwell Lab 1st ER door in stairwell Sky walk Lab Ent Lab 2nd Skywalk lab entry L212 Lab 2nd L-212 L256 Lab 2nd L-256 L.254 Lab 2nd L-254 N. Stairwell Check Lab 2nd North stairwell check L235 Lab 2nd L-235 S. Stairwell Check Lab 2nd South stairwell check L232A OJ Noer A Lab 2nd L-232A OJ Noer A

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Attachment B

ATTACHMENT B

CERTIFICATION OF NON-DISCRIMINATION

Security Services

Contract No. P-3297

CERTIFICATION OF NON-DISCRIMINATION

The Proposer hereby certifies not to discriminate and to comply with the District’s Non- Discrimination provision of this Request for Proposals. The District's Commission Policy on Non-Discrimination requires compliance with applicable Federal, State of Wisconsin, and local laws, regulations and orders relating to equal employment opportunity and non-discrimination.

Proposer

Signature

Title

Date

Submit this form with your Proposal.

Attachment C -1-

ATTACHMENT C

EQUAL EMPLOYMENT OPPORTUNITY DATA FORM

Security Services

Contract No. P-3297

EQUAL EMPLOYMENT OPPORTUNITY DATA

It is the District’s policy to encourage equal employment opportunity practices on the part of its suppliers of goods and services. Please use this form to provide employment data for your firm.

Number of Employees (Report employees in only one category)

Race/Ethnicity Male Female

Asian

Black or African American

Hispanic or Latino

Native American

Other

White

Total

Local Market Availability State the percent of minorities and females that are available in the labor market from which you draw your workforce. These figures may be obtained from your local Job Service, State Labor Department, or the U.S. Census Bureau.

The labor market availability figures for the Milwaukee-Waukesha Primary Metropolitan Statistical Area (PMSA) are: Minorities 26%, Females 48%.1

Local Market Availability: Minorities % Females %

Firm Name

Address

City/State/Zip

Contact Person

Email Address

Submit this form with your Proposal.

Attachment D -1-

ATTACHMENT D

COMPENSATION SPREADSHEET TEMPLATE

Security Services

Contract No. P-3297

(SEE MS EXCEL FILE)

Attachment E

ATTACHMENT E

CONTRACT & GENERAL CONDITIONS

Security Services

Contract P-3297

This Security Guard Services Agreement (Contract) is made between the Milwaukee Metropolitan Sewerage District (District) with its principal place of business at 260 West Seeboth Street, Milwaukee, Wisconsin 53204-1446 and (Contractor), with its principal place of business at .

1. Date of Agreement This Agreement will become effective on November 1st, 2025 and will terminate on October 31st, 2027.

2. Services to be Performed The Contractor shall perform all duties described in the Scope of Work in Exhibit A (Services), attached hereto and incorporated herein by reference.

3. Payment In consideration for the Services to be performed by Contractor, the District agrees to pay Contractor an amount not to exceed $ according to the terms set forth herein.

Description Unit of

Measure Est.

Quantity Price Extended

Price HQ/Lab Security Building Tours Each

Tour 480 $ $

Unarmed Uniformed Officer for Evening Meetings

Hour 60 $ $

Weekday Parking Lot Security Roving Vehicle Patrols

Each Patrol

520 $ $

Guard Tour System Installation Lump Sum

1 $ $

Guard Tour System Additional Charges Monthly 12 $ $

TOTAL $

No minimum amount of Services to be performed by Contractor under this Contract are guaranteed nor is any minimum amount of payment guaranteed under this Contract.

4. Terms of Payment Contractor shall submit an invoice to the District no more often than monthly for the Services performed during the previous month. The invoice should include at a minimum an invoice number, the dates covered by the invoice, the hours expended, a summary of the work

- 2 -performed, and reference this Contract number (Contract No. P-3292). Invoices shall be submitted through the District’s electronic contract management system Trimble Unity Construct (TUC). The Owner shall provide TUC training to the Contractor as needed.

The District shall pay Contractor's invoice within 30 days after receiving the invoice.

5. Expenses Contractor shall be responsible for all its expenses incurred while performing the Services under this Contract.

6. Independent Contractor Status The Contractor shall execute all work under this Contract as an independent contractor and shall not be considered an agent of the Owner and this Contract does not establish an employee employer relationship between the Owner and any of the Contractor’s employees.

7. Business Permits, Certificates, and Licenses Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services to be performed under this Contract.

8. State and Federal Taxes The Contractor shall withhold and pay any and all withholding taxes, whether State or Federal, and pay all Social Security taxes and also all State Unemployment Compensation taxes for its employees, and pay or cause to be withheld, as the case may be, any and all taxes, charges, or fees or sums whatsoever which are now or may hereafter be required to be paid or withheld under any laws.

9. Fringe Benefits Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of District.

10. Workers' Compensation The District shall not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Contract, Contractor will cover such workers with workers' compensation insurance and provide the District with a certificate of workers' compensation insurance before the employee(s) begin the work.

11. Unemployment Compensation The District shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Contract.

- 3 -

12. Insurance Contractor must provide the District with evidence of the following minimum insurance requirements. In no way do these minimum requirements limit the liability assumed elsewhere in this Contract. Contractor shall, at its sole expense, maintain the following insurance:

A. Commercial General Liability Insurance including contractual coverage:

The limits of this insurance for bodily injury and property damage combined shall be at least:

Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products-Completed Operations Limit $2,000,000 Personal and Advertising injury Limit $1,000,000

No exclusions for explosion, collapse, or underground are permissible. Coverage shall be primary and non-contributory. (Additional Insured CG2010 endorsement or equivalent).

B. Business Automobile Liability Insurance:

Should the performance of this Contract involve the use of automobiles, Contractor shall provide comprehensive automobile insurance covering the ownership, operation, and maintenance of all owned, non-owned, and hired motor vehicles. Contractor shall maintain limits of at least $1,000,000 per occurrence for bodily injury and property damage combined.

C. Workers’ Compensation Insurance:

Contractor must provide Workers Compensation Insurance as required by Wisconsin statute and Employer’s Liability insurance with limits not less than $100,000 for each accident, $100,000 disease – each employee, $500,000 disease – policy limit, for all employees to be engaged in the Services under this Contract. The Contractor shall also have Worker’s Compensation Insurance endorsed to contain the “all states” endorsement to cover against claims for injury, disease, or death of employees which for any reason, may not fall within the provisions of the State of Wisconsin’s Worker’s Compensation Law.

D. Excess/Umbrella Liability Insurance:

Such insurance shall provide additional limits of not less than $5,000,000 per occurrence in excess of the limits stated in (A.), (B.), and (C. – for Employers Liability) above.

E. Crime Liability

Crime coverage, including Theft of Client Property, with limits of no less than $1,000,000 per occurrence.

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Additional Requirements:

The insurance specified in (A.), (B.), D.), and (E.) above shall: (a) name the District and its commissioners, directors, officers, employees, and agents as additional insureds by endorsement to the policies. Policies should include a severability of liability clause and cross- liability clause.

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

Except where prohibited by law, all insurance policies, except Professional Liability, shall contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against the District, its commissioners, directors, officers, employees, and agents, and their insurers.

Coverage must be placed with carriers with an A. M. Best rating of A- 10 or better.

Contractor shall provide certificates evidencing the coverages, limits, and provisions specified above on or before the execution of this Contract and thereafter upon the renewal of any of the policies.

The additional ensured endorsement shall be transmitted to the District with the Certificate of Insurance. The certificate shall state as follows:

Milwaukee Metropolitan Sewerage District and its commissioners, directors, officers, employees, and agents are Additional Insureds. Waiver of Subrogation applies and is in favor of the Milwaukee Metropolitan Sewerage District and its commissioners, directors, officers, employees, and agents. Coverage is primary and non-contributory.

Insurers will provide 30-day notice of cancellation, nonrenewal, or material change – except 10 days for non-payment.

13. Indemnification The Contractor shall indemnify and hold harmless the District and its commissioners, directors, officers, employees, and agents from and against all liability (including liability for violation of any law or any common law duty), claims, damages, losses, and expenses, including attorneys' fees, arising in connection with, out of, or resulting from the performance of the Services to be provided herein as to any such liability, claim, damage, loss, or expense (i) that is attributable to bodily injury, sickness, disease, or death, or to any statutory or regulatory rule designed to protect against such conditions, or to damage to or destruction of tangible property and including the loss of use resulting therefrom, and (ii) that is caused by or results from, in whole or in part, any act or omission of the Contractor, anyone directly or indirectly employed by Contractor, or anyone for whose acts Contractor may be liable, regardless of

- 5 -whether or not it is also caused by or results from any act or omission of any party indemnified hereunder.

14. Representations Contractor represents that it will perform the Services under this Contract in conformity with the care and skill ordinarily exercised by reputable members of the same professional community practicing under similar conditions at the same time and in the same or similar locality.

Contractor makes no other warranties of any kind, express or implied, by the furnishing of security guard services or by the furnishing or any oral or written reports to the District.

15. Terminating the Agreement With reasonable cause, either the District or the Contractor may terminate this Contract, effective immediately, upon giving written notice.

Reasonable cause includes:

● a material violation of this Contract after a reasonable opportunity for cure; or

● any act exposing the other party to liability to others for personal injury or property damage.

The District may terminate this Contract for its convenience by giving 30 days written notice to the Contractor. In the event of such termination, the District shall only be responsible for the payment of the Services rendered by the Contractor up to the date of termination as indicated in the written notice.

16. Exclusive Agreement This Contract contains the entire agreement between the parties as to the contents of this Contract and supersedes any and all prior written and/or oral agreements concerning the Services to be provided by the Contractor herein.

17. Modifying the Agreement This Contract may be modified only by a writing signed by both parties.

18. Severability If any part of this Contract is determined to be unenforceable by a court of competent jurisdiction, the remainder of this Contract shall continue in full force and effect.

19. Applicable Law Any dispute arising under or relating to this Contract will be governed by the laws of the State of Wisconsin.

20. Resolving Disputes If a dispute arises under or relates to this Contract, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Milwaukee County. Any costs and fees, other than attorneys’ fees, associated with the mediation shall be shared equally by the

- 6 -parties. If the dispute is not resolved within 30 days after it is referred to and heard by a mediator, either party may take the matter to court. Venue in any action brought under this Contract shall be proper only in either the Circuit Court for Milwaukee County or the U.S. District Court for the Easter District of Wisconsin.

21. Notices All notices and other communications in connection with this Contract shall be in writing and shall be considered given as follows:

● when delivered personally to the recipient's address as stated within this Contract; or

● three days after being deposited in the United States mail, with postage prepaid, to the recipient's address as stated within this Contract.

22. No Partnership This Contract does not create a partnership relationship. The Contractor does not have authority to enter into contracts on the District's behalf.

23. Assignment The Contractor may not assign or subcontract any rights or obligations under this Contract without the District's prior written approval.

24. Public Records The Contractor agrees to cooperate and assist the District in the production of any records in the possession of the Contractor as related to this Contract that are subject to disclosure by the District pursuant to the State of Wisconsin’s Open Records Law (Wis. Stats. §§19.31-19.39). The District shall reimburse the Contractor for the actual, necessary, and direct cost of reproduction of the records in a format consistent with the Open Records Law. The Contractor agrees to indemnify the District against any and all claims, demands, and causes of action resulting from the Contractor’s failure to comply with this requirement.

25. Safety The Contractor shall be solely and completely responsible its operations at the District’s headquarters and laboratory buildings and related grounds during execution of the Services. Safety provisions shall conform to U.S. Department of Labor (OSHA) requirements, the Wisconsin Occupational Safety and Health Act, all other applicable laws and shall, in any event, comply with the common law standards of due care. Where any of these are in conflict, the more stringent shall apply. The Contractor's failure to thoroughly familiarize itself with these safety provisions shall not relieve it of responsibility.

All Contractor employees that will be providing Services under this Contract must complete the online MMSD Safety Training Course (http://training.mmsd.com/safety- training) a minimum of three working days before starting work under this Contract. The Contractor shall http://training.mmsd.com/safety-training http://training.mmsd.com/safety-training

- 7 -confirm that all Contractor employees providing Services under this Contract have completed this training.

The Contractor shall employ only competent employees to provide the Services under this Contract.

Whenever any employee shall appear to be incompetent or to act in a disorderly or improper manner, the Contractor shall remove such person from the work.

MILWAUKEE METROPOLITAN SEWERAGE DISTRICT CONTRACTOR

By: By:

Kevin L. Shafer, Executive Director

Date:

Name, Title

Date:

Approved as to form:

Attorney for the District