9-Attachment 5a - Agreement Terms and Conditions.docx

ATTACHMENT 5a: Agreement Terms and Conditions

Please note that this attachment is a contract template and does not represent all terms and conditions that may be included in a final Agreement arising from this solicitation. Milwaukee County reserves the right to negotiate any and all Agreement terms with any Respondent.

PROFESSIONAL SERVICE AGREEMENT

This Professional Service Agreement (the “Agreement”) is dated as of January 1, 2027 (the “Effective Date”) and is between the Airport Division of Milwaukee County, a Wisconsin municipal body corporate (the “County” or “Airport”) and [Contractor] (the “Contractor”) for air service development consulting and related market research. The Contractor and the County are referred to as the “Parties” throughout this Agreement.

1. Order of Precedence. The Agreement includes the following documents, incorporated by reference, in the following order of precedence, which will be followed in resolving any inconsistencies between the terms of the Agreement and the terms of any Exhibits, Attachments, or Amendments to the Agreement:

a. This Agreement;

b. Milwaukee County RFP-2026-002 (Exhibit A)

c. Contractor’s Proposal (Exhibit B).

2. Performance of Services.

a. Scope. Contractor shall perform services as identified in Exhibits A and B.

b. Staffing. Contractor represents that it possesses the necessary skill, expertise, and capability, including the availability of sufficient personnel with the necessary qualifications, to perform the services required by this Agreement. Contractor shall provide, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be the employees of, or have any other contractual relationship with, the County.

c. Subcontracting and Contractor’s Agents. The Contractor shall have a written and enforceable agreement in place with each of its subcontractors that will enable the Contractor to perform its obligations under this Agreement. Agents used or supplied by the Contractor in the performance of any services are employees or agents of the Contractor, and under no circumstances are such individuals to be considered employees of the County. The Contractor shall have the sole responsibility for the conduct of its personnel and agents, and for payment of personnel and/or agent entire compensation, including but not limited to salary, withholding of income and social security taxes, workers’ compensation, employee and disability benefits, and the like. The Contractor shall be responsible for all employer obligations toward all of its personnel and/or agents under all applicable laws and all of the County’s policies.

d. Replacement of Contractor’s Personnel. Contractor will immediately remove and replace any Contractor personnel if County determines that such personnel violated, or may have violated, County’s policies or work rules, or any other rule, regulation, statute, or law. Contractor agrees to maintain a consistent skill level among all replacement personnel, whether Contractor or County instigated the replacement.

e. Provision of Materials. Contractor shall provide all materials needed by Contractor’s personnel in connection with the performance of services under this Agreement at no additional expense to County.

f. Adding or Changing Services. The Parties may add or change services provided under this Agreement by properly executed amendment. The Contractor shall neither add to nor change its current services prior to authorization by the County through execution of an amendment. The County is not responsible for payment for any new or changed services rendered prior to the Contractor’s receipt of appropriate authorization as described in this Section.

3. Term and Termination.

a. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until December 31, 2029 (the “Term”).

b. Extension Terms. Upon expiration of the initial Term of this Agreement, at the County’s option it may enter into up to three (3) one-year extensions (each an “Extension Term”), subject to the terms and conditions of this Agreement. To execute the option to enter into an Extension Term, the County shall provide written notice to the Contractor. The County may provide written notice in electronic format such as e-mail, provided it complies with Section 17 of this Agreement.

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

i. Termination for Breach. If either Party fails to fulfill its obligations under this Agreement in a timely or proper manner, or violates any of its provisions, the other Party shall there upon have the right to terminate by giving thirty (30) days written notice of termination of Agreement, specifying the alleged violations, and effective date of termination. It shall not be terminated if, upon receipt of the notice, the breaching Party cures the alleged violation prior to the end of the thirty (30) day period. In the event of termination due to Contractor’s breach, the County will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Agreement.

ii. Unrestricted Right of Termination by County. The County further reserves the right to terminate the Agreement at any time for any reason by giving Contractor thirty (30) days written notice of such termination. In the event of said termination and upon receipt of notice of termination, the Contractor shall reduce its activities hereunder as mutually agreed to by the Parties. Upon said termination, Contractor shall be paid for all services rendered through the date of termination. This section also applies should the Milwaukee County Board of Supervisors fails to appropriate monies required for the completion of any services under the Agreement.

iii. Return of Unearned or Unspent Funds. Termination by either Party must include return of unearned or unspent funds to Milwaukee County.

iv. County’s Retention of Rights. County shall retain all fully vested rights that exist on the effective date of termination. If County terminates this Agreement, County’s liability and Contractor’s exclusive remedy will be limited to County paying Contractor for services and deliverables completed in accordance with the terms of this Agreement or specific performance by the County of any obligations under this Agreement until the termination date, provided, however, that any payment will not exceed unpaid amounts due.

4. Compensation.

a. Fees & Payments. The County shall compensate the Contractor for work performed as an hourly rate at the rates listed below and for approved expenses.

[INSERT HOURLY RATES]

Expenses shall be at zero markup, and Contractor shall submit copies of receipts/invoices when invoicing the County.

The total compensation to the Contractor for services performed under the Agreement shall not exceed $____________, unless agreed to by the County in writing.

b. Not to Exceed Amount. The Contractor shall notify County 90 days before the value of goods and services provided under this Agreement reaches the not to exceed amount. The Contractor shall not perform any service nor provide any goods that would result in the County owing the Contractor more than the not to exceed amount. Regardless of goods or services provided the County will not pay any amount beyond the not to exceed amount. The only way to increase the value of this Agreement beyond the not to exceed amount is by a written amendment signed by both Parties.

c. Nature of Compensation. Unless otherwise stated in this section, the compensation to the Contractor described in this section shall include any and all out-of-pocket expenses incurred by the Contractor and/or its employees, agents, subcontractors, or other personnel including, without limitation, travel expenses.

d. Prepayment. Milwaukee County will not pre-pay for services.

e. Invoicing. The Contractor shall invoice Milwaukee County consistent with the amount(s) set forth in this section. Contractor shall send the County an invoice promptly after providing services or deliverables that includes the following minimum information:

1) The Agreement’s INFOR Contract # OR Purchase Order #.

2) The Effective Date of the Agreement.

3) The date the service or deliverable was provided.

4) Contractor’s business name.

5) Payee name.

6) Contractor’s address.

7) An invoice number.

8) An invoice date.

9) Contractor’s email and phone # for billing issues.

10) An invoice line for each item or service.

11) Sufficient detail to support each invoice line (for example, units billed and unit rate, or hours billed and hourly rate).

12) The date due.

13) The amount billed.

If requesting payment by Check, Contractor must include Contractor’s remittance address.

If requesting payment by ACH, Contractor must include:

1) Bank Name.

2) Bank Location (city and state).

3) Bank's American Bankers Association routing number.

4) Payee's Bank Account #.

5) Type of Account (i.e. Checking or Savings).

6) Email address of Contractor's Accounts Receivable/Finance Department who should receive the remittance information (the receipt that the funds reached Contractor's bank account).

The Contractor must submit invoices to the following recipient in order for Contractor's invoices to be considered received by the County:

Milwaukee Mitchell International Airport Attn: Brian Dranzik 5300 S. Howell Ave.

Milwaukee, WI 53207 bdranzik@mitchellairport.com cc: apinvoices@milwaukeecountywi.gov

As a matter of practice, the County attempts to pay all invoices within 30 days of receipt of an accurate invoice from Contractor and County’s acceptance of the corresponding services that comply with the terms of this Agreement.

f. Cost of Performance of Obligations. Contractor is responsible for all charges, costs, and fees incurred as a result of performing its obligations and rendering its services under this Agreement, unless otherwise indicated. The Contractor shall indemnify and hold the County harmless from any claims for payment of such charges, costs, and fees by any third party.

g. State Prompt Pay Law Exemption. State Prompt Pay Law, Section 66.285, does not apply to this Agreement.

h. Fees, Permits, Taxes, and Licenses. Milwaukee County is exempt from Federal Excise Taxes and Wisconsin State Sales Taxes. Any billing submitted by Contractor must be without such taxes; billings including such taxes will be rejected. Contractor shall be responsible for all federal, state, and local permits, licenses, tariffs, and fees, together with all governmental filing related to such permits, licenses, tariffs, and fees, which arise out of Contractor’s performance of services under this Agreement, or which arise as a result of any compensation paid to Contractor under this Agreement.

i. Taxpayer Identification Number. The Contractor shall provide its taxpayer identification number to the County upon request. If the Contractor’s taxpayer identification number changes during the Term, the Contractor shall notify the County of the change.

5. Ownership of Data. Upon completion of the work or upon termination of the Agreement, all completed or partially completed data, drawings, records, computations, survey information, and all other material that Contractor has collected or prepared in carrying out this Agreement shall be provided to and become the exclusive property of the County. Therefore, any reports, information and data, given to or prepared or assembled by Contractor under this Agreement shall not be made available to any individual or organization by Contractor without the prior written approval of County. No reports or documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Contractor. This provision shall survive termination of this Agreement.

6. County Rights of Access and Audit. The Contractor, Lessee, or other party to the Agreement, its officers, directors, agents, partners and employees shall allow the County Audit Services Division and department contract administrators (collectively referred to as “Designated Personnel”) and any other party the Designated Personnel may name, with or without notice, to audit, examine and make copies of any and all records of the Contractor, Lessee, or other party to the Agreement, related to the terms and performance of the Agreement for a period of up to three years following the date of last payment, the end date of this Agreement, or activity under this Agreement, whichever is later. Any subcontractors or other parties performing work on this Agreement will be bound by the same terms and responsibilities as the Contractor. All subcontracts or other agreements for work performed on this Agreement will include written notice that the subcontractors or other parties understand and will comply with the terms and responsibilities. The Contractor, Lessee, or other party to the Agreement, and any subcontractors understand and will abide by the requirements of Section 34.09 (Audit) and Section 34.095 (Investigations Concerning Fraud, Waste, and Abuse) of the Milwaukee County Code of Ordinances (“MCCO”).

7. Non-Discriminatory Contracts.

a. Compliance with MCCO §56.17(1a).

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

“In the performance of work or execution of this contract, the contractor shall not discriminate against any employee or applicant for employment because of race, color, national origin or ancestry, age, sex, sexual orientation, gender identity and gender expression, disability, marital status, family status, lawful source of income, or status as a victim of domestic abuse, sexual assault or stalking, which shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeships. The contractor will post in conspicuous places, available for employment, notices to be provided by the county setting forth the provisions of the nondiscriminatory clause. A violation of this provision shall be sufficient cause for the county to terminate the contract without liability for the uncompleted portion or for any materials or services purchased or paid for by the contractor for use in completing the contract.”

b. Compliance with MCCO §56.17(1d).

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

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

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

If, after notice of a violation to Contractor, further violations of this Section are committed during the Term, County may terminate the Agreement by contacting the Contractor via the information set forth in the Notices below. Such termination shall be without liability for the uncompleted portion or any materials or services purchased or paid for by the Contractor for use in completing the Agreement, or it may permit Contractor to complete the Agreement, but, in either event, Contractor may be ineligible to bid on any future contracts let by County.

8. Targeted Business Enterprise Goals.

a. Contractor shall comply with all provisions imposed by or pursuant to MCCO Chapter 42 regarding Targeted Business Enterprise (“TBE”) participation on County projects, when and where applicable, and as said Ordinance may be amended. The County shall notify Contractor in the event that new ordinances are issued.

b. The Parties agree that no TBE goal has been established and no goal is required under this Agreement.

9. Publicity, Marketing, and Use of Milwaukee County’s Name or Marks. The Contractor shall not use the name, seal, insignia, logo, image, or any other intellectual property or likeness of Milwaukee County or the Airport in any marketing, advertising, press release, publication, case study, or other promotional materials without the County’s prior written consent. The County expressly grants the Contractor permission to include its name and logo in any client list(s) compiled and used by the Contractor for purposes of demonstrating current or past performance but does not permit the Contractor to use these marks in any manner which implies Milwaukee County’s endorsement of the Contractor and/or its goods or services. The Contractor further agrees not to issue any public statements, media releases, or respond to inquiries from the press regarding this Agreement or the Contractor’s relationship with the County without first obtaining written approval from the County. This provision shall survive termination of this Agreement.

10. Indemnity. Contractor agrees to the fullest extent permitted by law to indemnify, defend and hold harmless, County, and its agents, officers and employees, from and against all loss or expense including costs and reasonable attorney’s fees by reason of statutory benefits under Workers’ Compensation Laws, or liability for damages including suits at law or in equity, caused by any wrongful, intentional, or negligent act or omission of Contractor and/or its agents which may arise out of or are connected with the activities covered by this Agreement. The County’s liability is limited by Wis. Stats. Section 893.80 for general liability and Wis. Stats. Section 345.05(3) for automobile liability.

11. Insurance.

Contractor shall comply with the requirements in Attachment 6 to the RFP-2026-002.

12. Confidentiality. Contractor agrees that all work product and oral reporting shall be provided only to or as directed by County employees working on this Agreement. Contractor further agrees that, aside from obligations under the public records law as more fully described in this Agreement and as determined in cooperation with the County, Contractor shall maintain all materials and communications, regardless of form, medium or method of communication, developed under or relating to this Agreement as confidential and shall disclose them only to or as directed by County employees working on this Agreement. Contractor shall only use confidential information for activities pursuant to and related to the performance of this Agreement. Contractor shall take all necessary steps to safeguard the confidentiality of such material or information in conformance with applicable local, state, and federal law. Contractor understands that breach of confidentiality, especially regarding information that is not subject to public records law disclosure, will harm or create liability for the County and will require Contractor to indemnify County as provided in of this Agreement. This provision shall survive termination of this Agreement.

13. Prohibited Practices.

a. Conflict of Interest. During the Term, the Contractor shall not hire, retain or utilize for compensation any member, officer, or employee of County or any person who, to the knowledge of the Contractor, has a conflict of interest.

b. Code of Ethics. Contractor hereby attests that it is familiar with Milwaukee County’s Code of Ethics which states, in part, “No person shall offer or give to any public official or employee, directly or indirectly, and no public official or employee shall solicit or accept from any person, directly or indirectly, anything of value if it could reasonably be expected to influence the public official's or employee's vote, official actions or judgment, or could reasonably be considered as a reward for any official action or inaction or omission by of the public official or employee.”

Additionally, the Contractor shall ensure all subcontractors and employees are familiar with the statement above.

c. Non-Conviction for Bribery. The Contractor hereby declares and affirms that, to the best of its knowledge, none of its officers, directors, partners, or employees directly involved in obtaining contracts have been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the federal government.

d. Debarment or Suspension. Contractor hereby declares and affirms that, to the best of its knowledge and belief, its principals, owners, officers, shareholders, key employees, directors, and/or member partners:

1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

2) Have not, within a three-year period preceding the Effective Date, been convicted of, or had a civil judgment rendered against them for, commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or governmental transaction or contract under a public or governmental transaction, violation of Federal or State antitrust statutes, or commission of embezzlement, theft, forgery, falsification or destruction of records, making false statements, or receiving stolen property;

3) Are not presently indicted for or otherwise criminally charged by a governmental entity with commission of any of the offenses set forth in the subsection above; and

4) Have not, within a three-year period preceding the Effective Date, had one or more public or governmental transactions terminated for cause or for default.

14. Contractor Code of Conduct. The Contractor shall comply with the Milwaukee County Contractor Code of Conduct (https://county.milwaukee.gov/files/county/administrative-services/AMOP/Chapter-15--CBDP/15.03---Contractor-Code-of-Conduct.pdf). A failure to adhere to these requirements may result in contract termination, penalties, or other remedial actions as deemed necessary by Milwaukee County. All parties agree to adhere to the requirements set forth therein.

15. Safety & Security Policies. Contractor agrees to use commercially reasonable efforts to cause any of its employees who provide services under this Agreement on County’s premises to comply with County’s communicated safety and security policies to the extent that such policies are applicable to the site where Contractor’s employees are providing services. Notwithstanding the above, such standard safety and security policies shall not include policies related to drug testing.

a. Smoking, Tobacco, and Marijuana Products. Contractor and its personnel shall comply with all Milwaukee County policies regarding smoking, vaping, or the possession or use of tobacco and marijuana products at or on the grounds of the impacted site. The Contractor shall educate its personnel, including contractors and third parties, regarding these policies, and is responsible for ensuring personnel compliance with the policies.

b. Workplace Violence & Harassment. Contractor shall comply with the most current Occupational Safety and Health Administration (“OSHA”) and/or National Institute for Occupational Safety and Health (“NIOSH”) guidance on evaluating and controlling violence in the workplace. The Contractor shall ensure its personnel are trained regarding workplace discrimination and harassment and shall put in place policies and procedures which prohibit Contractor personnel from engaging in behavior that is discriminatory, harassing, or which could reasonably be considered to create a hostile work environment. The Contractor shall report to County all allegations and incidents involving workplace violence, discrimination, or harassment made by or about its personnel during the provision of services under this Agreement. If the allegation or incident involves a County employee, the Contractor shall comply with any requests made during the County’s investigation of the incident or allegation. The Contractor shall advise its personnel that investigations of allegations or incidents may result in action up to and including criminal prosecution. The Contractor shall document the outcome of any investigations it conducts regarding allegations, complaints, or incidents involving its personnel and shall provide a copy of such documentation and a report regarding action taken to the County within thirty (30) days of final disposition.

16. Environmental Stewardship. Pursuant to Milwaukee County Board of Supervisors File 20-1471, Milwaukee County policy is to reduce and eliminate single-use plastic products and polystyrene foam (Styrofoam™ and similar products) on property owned, operated, or supported by the County. Under this contract, Contractor shall make good faith efforts to choose reusable, recyclable, or compostable products. Accordingly, Contractor shall not use, distribute, or sell the following items whenever possible:

a. Balloons and confetti, whether made with rubber, latex, foil, nylon, mylar, paper or other material.

b. Single-use plastic straws and stirrers.

c. Single-use plastic clamshells and to-go containers.

d. Single-use plastic-lined cups and bowls.

e. Single-use plastic-wrapped condiments, sauces, and seasonings.

f. Single-use plastic shopping bags.

g. Plastic-wrapped giveaways.

h. Polystyrene food service ware.

i. Polystyrene coolers.

j. Polystyrene egg cartons and produce and meat trays.

Note: Packaging and medical supplies are excluded from this policy.

17. Notices. All notices with respect to this Agreement shall be in writing. Except as otherwise expressly provided in this Agreement, a notice shall be deemed duly given and received upon delivery, if delivered by hand or email, or three days after posting via US Mail, to the Party addressed as follows:

[Attn: ________] Address City, ST Zip [E-mail Address] Attn: Airport Director 5300 S. Howell Ave.

Milwaukee, WI 53207 bdranzik@mitchellairport.com

With a Copy to:

Milwaukee County Corporation Counsel 901 N. 9th Street, Room 303 Milwaukee, WI 53233 scott.brown@milwaukeecountywi.gov

Either Party may designate a new address for purposes of this Agreement by written notice to the other Party.

18. Public Records. Both Parties understand that the County is bound by the public records law, and as such, all of the terms of this Agreement are subject to and conditioned on the provisions of Wis. Stat. § 19.21, et seq. Contractor hereby agrees that it shall be obligated to assist the County in retaining and timely producing records that are subject to the Wisconsin Public Records Law upon any statutory request having been made, and that any failure to do so shall constitute a material breach of this Agreement, whereupon the Contractor shall then and in such event be obligated to indemnify, defend and hold the County harmless from liability under the Wisconsin Public Records Law occasioned by such breach. Except as otherwise authorized by the County in writing, records that are subject to the Wisconsin Public Records Law shall be maintained for a period of three years after receipt of final payment under this Agreement.

19. Independent Contractor. Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between County or its successors or assigns and Contractor or its successors or assigns. In entering into this Agreement, 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. Nothing contained in this Agreement shall give Contractor any authority to supervise, manage, and/or direct County employees.

20. Electronic Documents Considered Writing. Any document properly transmitted by computer access will be considered a “writing” delivered in connection with this Agreement. Electronic documents will be considered signed by a Party if they contain an agreed-upon electronic identification symbol or code as required by law. Electronic documents will be deemed received by a Party when accessible by the recipient on the computer system.

21. Compliance with Laws. The Contractor agrees to comply with all applicable federal, state, and local statutes, laws, rules, regulations, ordinances, and all policies, procedures, standards, and regulations of any accreditation agencies or bodies. The Contractor agrees to hold the County harmless from any loss, damage, or liability resulting from a violation on the part of the Contractor of any such laws, rules, regulations, policies, procedures, standards, or ordinances.

22. Choice of Law. This Agreement shall be governed, interpreted, construed, and enforced in accordance with the internal laws of the State of Wisconsin, without regard to its conflict of laws principles. Any litigation over the enforceability of the provisions herein or to enforce any rights hereunder shall be in state court with venue in Milwaukee County.

23. Assignment Limitation, Subcontracts. This Agreement 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. Assignment of any portion of the work by subcontract must have the prior written approval of County.

24. Severability. If any part of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity or enforceability of the remainder of this Agreement, unless the Agreement so construed fails to meet the essential business purposes of the Parties as manifested herein.

25. Modification and Waiver. This Agreement may not be modified and none of its terms may be waived, except in writing and signed by authorized representatives of both Parties. To the extent that any term in any document, other than a writing signed by both Parties that expressly purports to amend this Agreement, is contrary to, or conflicts with this Agreement, the terms of this Agreement shall control. A waiver by a Party of any default shall not be deemed a waiver of a prior or subsequent default of the same or other provisions of this Agreement. The failure of a Party to enforce, or the delay by a Party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this Agreement.

26. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes any and all prior agreements and negotiations, whether oral, written, or implied. No change, addition, or amendment shall be made except by written agreement signed by a duly authorized representative of each Party.

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