Asset Management Request For Proposal v2.docx

REQUEST FOR PROPOSAL

Asset Management/Computerized Maintenance Management System

PROPOSALS MUST BE RECEIVED

NO LATER THAN 4 P.M., CDT, Friday December 22th, 2023

FOR FURTHER INFORMATION PLEASE CONTACT THE PROJECT MANAGER:

JENNA REIL, IT PROJECT MANAGER

CITY-COUNTY INFORMATION TECHNOLOGY COMMISSION

407 GRANT STREET

WAUSAU, WI 54403-4783

(715) 261-6700

Table of Contents

Solicitation City-County Information Technology Commission (CCITC) which provides IT services to Marathon County, the City of Wausau and North Central Health Care is requesting proposals for a shared Asset Management/Computerized Maintenance Management System (CMMS) for Marathon County and the City of Wausau to replace several asset management systems with a single solution. It is desired that the system will provide the following electronic functionality:

· Fleet Vehicle Maintenance

· Work order generation and scheduling for preventative and scheduled (Break / Fix) for vertical assets (facilities / buildings)

· Work order generation and scheduling for preventative and scheduled (Break / Fix) for horizontal assets (streets / sewers)

· Job Costing: Track costs (labor, equipment and material) associated with a project / job / activity (e.g., annual expenditures tied to water treatment pumps)

· Stockroom / Inventory Management

· Purchasing

CCITC reserves the right to reject, in whole or in part, any and all proposals; to waive any technical deficiencies in the proposals; to accept the proposal and award final contract to the responsible proposer determined to be the most advantageous to CCITC. The contract will be awarded in accordance with the terms and conditions of Sections 3.05 (4) and 3.06 of the Marathon County procurement code. This solicitation may be canceled if doing so is determined to be in the best interests of CCITC. Upon award of the contract, all submitted documents become subject to the Open Records Law of the State of Wisconsin.

Proposals will remain firm once submitted and may not be withdrawn for a period of ninety (90) days, subject to provisions for correction of error in the proposal as contained in Section. 3.05 (4) (d) of the Marathon County procurement code.

Instructions Responsibility It is the responsibility of all proposers to carefully read the entire Request for Proposal (RFP) which contains provisions applicable to successful submission and completion of a proposal. If you discover any ambiguity, inconsistency or error in the RFP, you must notify Jenna Reil, City-County Information Technology Commission, 407 Grant Street, Wausau, WI 54403-4783 in writing. Only interpretations or corrections of the RFP made in writing by CCITC are binding. You should not rely on interpretations or corrections made in any other way. All requests for interpretations or corrections must be received by CCITC no later than five days prior to the deadline for submitting proposals. Responses to questions will be posted to the State of Wisconsin Vendornet site.

Submission of Proposals A printed and electronic copy on a USB thumb drive of all proposal materials must be submitted in one sealed envelope or other container.

The proposal must be received by CCITC by 4:00 p.m. CDT on Friday December 22th, 2023. Actual receipt is required by that time. Deposit in the mail is not sufficient. Submittals by FAX or E-Mail are not acceptable and will be rejected.

It must be addressed to:

Jenna Reil IT Project Manager City-County Information Technology Commission 407 Grant Street Wausau, WI 54403-4783 The following notation must appear in the lower left-hand corner of the envelope or other container: Asset Management/CMMS.

Evaluation of Proposals The evaluation of proposals will be based on the following (sequence does not imply importance):

Presentations Based on our initial evaluation of the proposals received CCITC reserves the right to request an oral presentation and demonstration by the proposer. Proposers should be prepared to discuss/demonstrate all aspects of their proposal in detail. More than one presentation may be required of some proposers at the request of CCITC. CCITC reserves the right to request a written statement from the proposer after any oral presentation.

Cost Liability CCITC is not liable for any costs incurred in responding to this RFP or in any presentation.

Acceptance and Rejection of Proposals CCITC reserves the right to accept or reject any part of the proposal from the responsible proposer determined to be in the best interests of CCITC.

Restrictions of Proposals Any restrictions on the use of the information in the proposal based upon confidentiality of information, proprietary interests, trade secrets, copyrighted information, or similar basis should be clearly stated in the proposal. All proposals become the property of CCITC. This Request for Proposal is governed by the public records laws of the State of Wisconsin. All responses become public record upon award of the contract. If confidentiality is claimed by the proposer, CCITC will notify the proposer of any request for such documents and will defend non-disclosure of the documents as allowed by law. The proposer will cooperate with CCITC in any such defense and agrees to indemnify and hold CCITC harmless for any costs of such defense.

Schedule of Events

Proposal Requirements Management Summary Provide a synopsis of the proposal. The synopsis should contain a brief statement of the features of the proposal. It should include an overall cost summary and general recommendations and conclusions.

Corporate Data Furnish a detailed background of your company's experience providing these services. Finalists will be required to furnish the company's most recent annual report and the last two years annual financial statements for proof of financial solvency.

Contact Person Provide the name and phone number of the person to whom CCITC staff should address questions about the proposal.

References Provide at least three (3) customer references with whom you have contracted or for whom you have performed similar services. If similar services were performed in Wisconsin, identify other projects by your firm or third-parties that have not been specifically addressed elsewhere in your proposal.

Litigation If your firm has been a party to arbitration, mediation, or a party defendant in litigation involving similar projects, state the identity of the customer, the nature of the proceedings, when and where the proceedings occurred, and any official file number or other identifier. Also state a summary of the issues and the results of the proceedings.

Contractual Conditions The contractual terms and conditions outlined in Exhibit A will be included in any agreement between CCITC and proposer unless CCITC determines that a specific term and condition is not applicable.

NOTE: The contract will be between the proposer and CCITC or the City of Wausau and Marathon County may each sign their own contract. Contracts with the City of Wausau will include the Terms and Conditions in Exhibit B.

Costs Proposers must provide itemized and total costs of proposed services.

Itemized costs should include but not be limited to:

1) Software license or subscription

2) Implementation fees

3) Hardware

4) Travel expenses

5) Training

6) Annual Support/Maintenance

7) Customizations

2. There is potential to license this product across the Wausau Water Utility, four City of Wausau Departments (DPW, Engineering, City Bus Service and Facilities) and three Marathon County departments (Parks, Highway, and Facilities). There would be approximately 200 individual users (50 concurrent). Pricing should include costs for these departments:

Wausau Water Utility Wausau Dept of Public Works Fleet Horizontal Assets County Parks

0. Fleet

0. Facilities

3. Pricing should include any modules necessary to provide for the specified requirements including:

0. Fleet Vehicle Maintenance Electronic Work Orders / Scheduling Preventive Maintenance Scheduling Job Costing Inventory Purchasing (if applicable to your product)

4. Data conversion Provide your cost model for potential future data conversion.

5. Additional department costs Provide cost model per each additional department.

6. The proposer should itemize pricing for individual modules that may or may not be selected.

7. The proposer should note any special circumstances or limitations on the pricing provided.

System Requirements The proposer should complete “Attachment A Functional Requirements.xlsx” and respond in each section your ability to provide that requirement following the instructions below.

It is requested that the proposer complete the requirements spreadsheet (Attachment A) by identifying if their respective product is able to:

· Meet the requirement with the base product.

· Meet the requirement through an additional module.

· Meet the requirement through customization.

· Meet the requirement through 3rd party software.

-or-

· The product is unable to meet the requirement.

Columns have been provided on the right side of the spreadsheet to indicate your response.

** A WebEx meeting will be held on Wednesday, December 13th from 1 – 2pm CST to address any proposer questions. Please use the following link to join:

https://ccitc.webex.com/ccitc/j.php?MTID=m77540e774722778e06c328704a69d01f Desired Outcome and Requirements Primary purpose Primary purpose is to provide the City of Wausau, Marathon County, North Central Health Care and other CCITC customers with a modern asset management platform that will allow for the following electronic functionality:

Facility preventative maintenance / electronic work orders Vertical Asset (Facility / Bldg. Maintenance) Fleet Vehicle Maintenance Horizontal Asset Inclusion (Sewers / Streets, etc) Inventory Purchasing External charge backs for services provided (e.g. billing for replacing sign after accident) Sponsors and Team Project Executive Sponsors

0. Katie Rosenburg – Mayor, City of Wausau

0. Lance Leonhard – County Administrator Project Team

0. City of Wausau Department Management and Subject Matter Experts

0. Marathon County Department Management and Subject Matter Experts

0. CCITC Management and Subject Matter Experts Project Scope Installation & Configuration

1) Proposal must include ALL costs associated with installing, configuring and supporting the system for at least one year.

2) The hardware specifications necessary to run the proposed software.

3) If applicable, a comparison of hosted versus SaaS options.

4) A project plan with dates and deliverables.

Training The proposal must include training costs and an overview on how you will provide training.

Documentation The proposer should provide user documentation including but not limited to:

1) Detailed system training manuals which thoroughly explain setup, use and maintenance of the system.

2) Proposer will grant permission to make copies of the manual to be used by CCITC.

3) Installation instructions for all software components, including client computers, network servers, peripheral devices, instrumentation, databases and any other vendor supplied utilities or existing customer assets which are required for the software to be implemented and supported by the CCIT staff.

Security

1) Single Sign-On connecting to existing Azure Active Directory (SAML)

2) Two-Factor Authentication

3) Multi-tiered security to allow for different roles and responsibilities among users down to individual content sections to ensure content can only be changed by authorized users.

4) Sites will need to comply to all security standards including but not limited to HIPAA, PII, PCI, CJIS.

5) If encryption at rest is available for data types that require, please note that in RFP response.

6) Please provide a copy of the most recent SOC II evaluation Support SLAs and Uptime agreements

1) State what your uptime SLA is.

2) State what your RTO and RPO are for hosted sites.

3) State SLAs for responding to support issue/tickets. If based upon severity, please include each severity level and corresponding SLAs.

4) State what your standard support business hours are.

5) State what after business hours support options are and if there are additional costs.

6) Please describe maintenance downtime, length, and typical frequency of these activities (monthly, quarterly etc.).

Back-ups The proposer should exhibit the ability to be highly available and sites recoverable.

Disaster Recovery Describe your proposed DR approach.

Systems Architecture If not Cloud Hosted/SaaS please include:

1) Describe the optimal architecture of the system including schematics showing where documents, databases, indexes, etc are stored. Show web servers, application servers VM servers, directory services, security, firewalls, etc.

2) Our standard platforms are VM Ware, SANs, Microsoft server operating systems and Microsoft SQL. Please confirm your products work on these platforms. Which versions are currently supported?

3) List all known bugs in the current release or provide a link to a website with this information detailed.

4) Describe your systems ADA compliance. Does the system meet the ADA standards for Accessible Design?

Warranty The proposer must provide CCITC with a one (1) year warranty period which will begin when the system is accepted by CCITC. The proposer should warrant all software provided to be free of defects during this one year period. Any repairs or “bug fixes” required during this period will be made at no expense to CCITC.

Project Management The proposal should include what your experience has shown to be a realistic delivery and implementation schedule. The schedule should not be dated, but should break out the implementation schedule in terms of weeks following contract signing. The schedule should show periods of performance and milestones for deliverables. Tasks to be performed by you as well as by CCITC should be specifically stated and included in the schedule.

Provide in your response the following:

1) Your method of performing background checks on staff at hire and routinely and your policy on what to do if any candidate or current employee has a felony or has a misdemeanor related to criminal theft or money, products or information.

2) If any information of CCITC or its partners will be stored outside the US borders.

3) Explain what methods of remote access you use and how they are secured.

4) Explain how IDs and passwords for access to our servers and content are protected at rest AND while in motion.

Exhibit A - Required Contractual Conditions The contractual terms and conditions outlined below should be included in any agreement between CCITC and offeror unless CCITC determines that a specific term and condition is not applicable.

1. Offeror shall provide to CCITC copies of any proposed contracts and agreements.

2. Include a specific and clear section titled RFP Exceptions in the response to identify each and every item in the RFP to which you are not able to meet all or part of the requirement.

3. The contract will state clearly that the RFP and the offeror’s RFP response are all included as part of the agreement.

4. The contract shall be governed by the laws of the State of Wisconsin.

5. The contract shall be effective on the date it is approved and signed by CCITC.

6. All products generated as a result of this RFP shall become the sole property of CCITC.

7. The successful offeror shall not assign any part of its interest in this agreement without the prior written consent of CCITC. Any assignment of the contract or of a subsequent service agreement must allow for CCITC to terminate the agreement within 90 days of assignment with no penalties to CCITC.

8. The software maintenance agreement must cap future annual software maintenance increases to no more than CPI+1% over the previous year

9. There will be performance penalties agreed to during contract negotiations which will penalize the vendor if milestones are not met on time or scope. If you cannot agree in principle now to these penalties this must be clearly identified in the RFP exceptions section of your response.

10. Any license granted pursuant to this RFP and subsequent agreement must allow and include a license to use and the costs to setup a test environment.

11. The resulting contract shall define a Final Acceptance date the date after go-live by which all critical and significant issues are to be resolved.

12. The software maintenance is expected to have the first year included.

13. Software maintenance starts at Final Acceptance – not installation or the go-live dates.

14. Proposed software, hardware and any additional components identified in this proposal will be under warranty for a minimum of 12 months.

15. For software – all data and information will be owned by CCITC.

16. The successful offeror will specify in the contract that the product will be sold and supported for at least 5 years from our purchase.

17. PCI Compliance – If the solution offers credit card payments, or partners with third party for credit card payments – explain your PCI security practices, provide the most recent audit showing PCI compliance and identify your method to have your environment certified annually.

18. HIPAA Compliance – If the solution will store HIPAA protected information, provide how you are currently HIPAA compliant, how you will maintain it each year, a copy of certification that you are HIPAA compliant and your notification process in the event of a breach.

19. CIJIS Compliance – for systems containing law enforcement data, provide how you are currently CIJIS compliant, how you will maintain it each year, a copy of certification that you are CIJIS compliant and your notification process in the event of a breach.

20. The contract will specify that we will be notified of any information breach in the vendor’s network within 48 hours, regardless if it is on our servers or on other customers.

21. The successful offeror shall sign our Business Associate Agreement (BAA) which covers their responsibilities related to information sharing and protection. If conflicts occur between agreements, exhibits, amendments, or any other contractual documents, the BAA will have precedence.

22. If remote access is needed, the vendor will comply with our remote access methods which include, but are not limited to:

a. Remote access will not be available 24x7. Remote access will only be available on request and the connection will be turned off at a set time.

b. The vendor will not have super user, administrator or domain administrator privileges on our servers.

23. Ownership of data and transition: Any and all CCITC, City, and County data stored on the Contractor’s servers or within the Contractors custody, is the sole property of CCITC, City, and County. The Contractor, subcontractor(s), officers, agents and assigns shall not make use of, disclose, sell, copy or reproduce CCITC, City, and County data in any manner, or provide to any entity or person outside of CCITC, City, and County without the express written authorization of CCITC, City, and County. In the event resulting Agreement is terminated for any reason, or upon expiration, and in addition to all other rights to property set forth, the Selected Respondent shall:

a. Incur no further financial obligations for materials, Services, or facilities under the Agreement without prior written approval of CCITC, City, and County;

b. Terminate all purchase orders or procurements and any subcontractors and cease all work, except as CCITC, City, and County may direct, for orderly completion and transition; and

c. Make available to the CCITC, City, and County, at no cost, all CCITC, City, and County data stored within the system, stored on the Contractor’s servicers, or within the Contractor’s custody, within fifteen (15) days of termination or CCITC, City, and County request.

d. Retain ownership of all data, work products, and documentation, created pursuant to the resulting Agreement

24. For cloud solutions:

a. The contract will specify that we will be notified of any information breach in the vendor’s cloud within 48 hours, regardless if it is on our servers or on other customers.

b. The contract will specify that we will be provided all of our data in a csv format at no cost within 5 business days of us requesting it when the contract is terminated plus at least once annual (so that the export is tested annually). If applicable, photos will be in jpg format, videos in mp4 format. Audio in an industry standard format (not AAC).

c. The contract will specify that the cloud solution will have a security audit annually and that the report will be provided to CCITC within 1 month of receipt at no charge. The report will also include the vendor’s plans and schedule to mitigate any issues identified. The vendor will keep us informed of the resolution of the identified risks at least every month until resolved.

25. Billing procedures and effective terms will be mutually arranged upon acceptance of the proposal of the successful offeror.

26. The payment structure will be no more than 20% of the license up front. The Respondent is encouraged to suggest relevant milestones and partial payment amounts in its proposal. CCITC will withhold retainage from each milestone, with final payment of 30% being made upon Final Acceptance of the system by CCITC.

27. Taxes: CCITC, Marathon County, and City of Wausau, and their respective departments ,are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes.

28. Insurance Requirements: Offeror shall not commence work under any agreement until all insurance required is obtained, , nor shall offeror allow any subcontractor to commence work on their subcontract until all similar insurance requirements have been obtained and approved.

a. Offeror shall maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work. In case any work is sublet, offeror shall require the subcontractor similarly to provide statutory Workers' Compensation Insurance for all of the latter's employees, unless such employees are covered by the protection afforded by offeror.

b. General Liability, Professional Liability and Property Damage Insurance. Offeror shall secure and maintain in force throughout the duration of this contract such General Liability, Professional Liability (if necessary) and Property Damage Insurance as shall protect itself and any subcontractor performing work covered by this contract from claims for damages for personal injuries including accidental death, as well as from claims for property damage, which may arise from operations under this contract, whether such operations be by offeror, or by any subcontractor or by anyone directly or indirectly employed by either of them; and the amount of such insurance shall be as follows:

c. CCITC reserves the right to require higher or lower limits where warranted.

d. Proof of Insurance: Offeror shall furnish the County with a Certificate of Insurance countersigned by a Wisconsin Resident Agent or Authorized Representative of the insurer indicating that offeror meets the insurance requirements identified above. The Certificates of Insurance shall include a provision prohibiting cancellation of said policies except upon 30 days prior written notice to the County and specify the name of the contract or project covered. The Certificate of Insurance shall be delivered to the Authorized Purchasing Agent, with a copy of the Certificate of Insurance to be delivered to the Marathon County Risk Manager for approval prior to the execution of any resulting contract. Upon renewal of the required insurance, and annually thereafter, the County shall receive a new Certificate of Insurance for three years after completion of the project. The Certificates shall name Marathon County as an additional insured and describe the contract by name and or identification number in the "Description of Operations" section of the form.

29. Cancellation/Termination: CCITC shall reserve the right to:

a. Nonappropriation of Funds: Cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

b. Terminate this contract, for CCITC’s convenience, at any time by a notice in writing from CCITC to offeror by certified mail. If the Contract is terminated by CCITC as provided herein, offeror shall be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of offeror covered by this Contract, unless payments of compensation have previously been made.

30. Contract Modifications: The scope of the services to be performed under any resulting Contract may be amended or supplemented by mutual written agreement between the parties to the Contract. This amendatory provision shall not operate to prevent CCITC from exercising its reserved right to establish reasonable time schedules for any of the work or services to be performed by or deliveries to be received from offeror hereunder. Furthermore, this amendatory provision shall not operate to prevent CCITC from canceling any of the services not yet performed or any deliveries no yet made at the time notice is given to offeror of the cancellation of such services or portion of the work to be performed hereunder.

31. Patent Infringement: Offeror shall guarantee any articles provided were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein shall not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against CCITC (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

32. Public Records Access: CCITC, Marathon County, and the City of Wausau are subject to the Wisconsin Public Records Law. It is the policy of these entities to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities.

Evaluations of responses to requests for proposals are subject to further discussion, clarification and negotiation. Records of responses to requests for proposal will not be available for public inspection prior to issuance of the award of the contract.

33. Proprietary Information: Any restrictions on the use of data contained within a response to request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with the Wisconsin Public Records Law. Proprietary restrictions normally are not accepted. However, when accepted, it is offeror's responsibility to defend the determination in the event of an appeal or litigation.

a. Data contained in a proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of CCITC.

b. Any material submitted by offeror in response to CCITC’s request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin Public Records Law, must be identified and include citation to the specific provisions of law that preclude disclosure and any factual or background information necessary to establish that the identified provisions of the law apply to that particular information. Proposal prices cannot, under any circumstances, be held confidential.

c. In the event CCITC becomes involved in litigation due to offeror’s refusal of permission to release information identified as confidential or proprietary, offeror agrees to indemnify, defend and hold harmless CCITC for any costs associated with said litigation.

34. Confidentiality of Data: In the event work conducted under this contract requires offeror to have access to CCITC’s databases via Internet, direct contact or other connection to allow the provision of installation, support and maintenance services, offeror agrees to keep all such data confidential and to execute any reasonable agreement to assure CCITC that offeror will comply with all state and federal confidentiality laws and/or regulations. These restrictions herein shall survive the termination of this contract, regardless of the reason for termination, and shall continue in full force and effect and shall be binding upon offeror or its agents, employees, successors, assigns or subcontractors. offeror shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by offeror, its agents, employees, successors, assigns and subcontractors regarding the confidentiality restrictions herein.

35. Promotional Advertising/News Releases: Reference to or use of CCITC, the City of Wausau, Marathon County, any of their departments, agencies or other subunits, or any county official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of CCITC. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization.

36. Mutual Hold Harmless/Indemnification: Offeror shall agree to release, indemnify, defend, and hold harmless Marathon County, the City of Wausau, and CCITC, its officials, officers, employees and agents from and against all judgments, damages, penalties, losses, costs, claims, expenses, suits, demands, debts, actions and/or causes of action of any type or nature whatsoever, including actual and reasonable attorney's fees, which may be sustained or to which they may be exposed, directly or indirectly, by reason of personal injury, death, property damage, or other liability, alleged or proven, which is determined to be caused by the negligent or intentional acts or omissions of offeror’s officers, officials, employees, agents or assigns.

37. Force Majeure: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

38. Gratuities and Kickbacks: It shall be unethical for any person to offer, give, or agree to give any elected official, employee or former employee, or for any elected official, employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer for employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the contents of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceedings or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore.

It shall be unethical for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or a higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract, or order.

39. Dispute Resolution: If a dispute related to this agreement arises, all parties shall attempt to resolve the dispute through direct discussions and negotiations. If the dispute cannot be resolved by the parties, and if all parties agree, it may be submitted to either mediation or arbitration. If the matter is arbitrated, the procedures of Chapter 788 of the Wisconsin Statutes or any successor statute shall be followed. If the parties cannot agree to either mediation or arbitration, any party may commence an action in court as set forth above. If a lawsuit is commenced, the parties agree that the dispute shall be submitted to alternate dispute resolution pursuant to §802.12, Wis. Stats., or any successor statute.

Unless otherwise provided in this contract, the parties shall continue to perform according to the terms and conditions of the contract during the pendency of any litigation or other dispute resolution proceeding.

40. Independent Contractor Status: The parties hereto agree that Contractor, its officers, agents and employees, in the performance of this Contract, shall act in the capacity of an independent contractor and not as an officer, employee or agent of Marathon County. The Contractor shall not be entitled to any of the rights, benefits, salaries, wages or fringe benefits which employees of CCITC, the City of Wausau, or Marathon County are eligible to receive. No federal, state, or local taxes or social security deductions or contributions shall be made by CCITC on behalf of the Contractor. Neither Marathon County nor Contractor will represent itself as the agent or legal representative of the other or as partner or joint venturers for any purpose whatsoever, and neither shall have any right to create or assume any obligation of any kind, express or implied, for or on behalf of the other in any way whatsoever. Furthermore, Contractor agrees to take such steps as are necessary to ensure that each of its subcontractors, if any, will not be considered to be an agent, servant, joint venturer with, or partner of, CCITC.

41. Non-Debarment Clause: Offeror hereby certifies that neither it nor any of its principal officers or officials has ever been suspended or debarred, for any reason whatsoever, from doing business or entering into contractual relationships with any governmental entity. Offeror further agrees and certifies that this clause shall be included in any subcontract of this contract. CCITC also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal or State of Wisconsin procurement and non-procurement contracts.

42. Statement of Compliance: Offeror will agree that it has carefully reviewed CCITC's required contract language, as set forth in the Request for Proposal pertaining to termination of contract, change orders, gratuities and kickbacks, non-appropriation of funds, hold harmless/indemnification, insurance requirements/proof of insurance, dispute resolutions, and non-debarment, and is in full compliance with all statements and requirements.

43. Waiver/Severability: No waiver of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this contract. If any provision of this contract is held invalid by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and said provision shall continue to apply to the extent allowed by said court or, if not so allowed, be deemed severed from this contract entirely.

44. Response to Open Record requests during the RFP process - Sec. 3.05(2)(d), of the Marathon County Procurement Code, provides that: “No proposal shall be handled so as to permit disclosure of the contents of any proposal to any competing offerors during the process of negotiation. “Upon completion of contract negotiations, the contents of proposals, ranking tabulations of proposals and the register of proposals, kept by the county’s purchasing agent, shall be made available for inspection upon request. In accordance with sec. 3.05(4)(d) iv, Procurement Code, Marathon County reserves the right to commence negotiations with one or more offerors whose proposals it deems to be most advantageous to the county. Only the identity of those offerors shall be subject to disclosure to competing offerors prior to completion of negotiations. However, Marathon County reserves the right to negotiate with any offeror at any time within the time specified for the validity of offers or proposals.

Exhibit B – City of Wausau Standard Terms and Conditions If contract is signed with the City of Wausau please provide your acceptance to the City Terms and Conditions below.

1.0 SPECIFICATIONS: The specifications in any request for bids or proposal which forms the subject of this contract are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed/provided, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. City of Wausau shall be the sole judge of equivalency. ____________ are cautioned to avoid bidding/proposing alternates to the specifications which may result in rejection of their bid/proposal.

Bids/proposals MUST be date and time stamped by the office of the soliciting purchasing agent on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing agent’s office

4.0 METHOD OF AWARD: Award of bids shall be made to the lowest responsible, responsive bidder unless otherwise specified. Award of proposals shall be subject to criteria set for in the request for proposal.

5.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without specific prior written approval by the City of Wausau.

6.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

7.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

Failure of the ___________ to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the _____________ liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs.

8.0 ORDERING: Purchase orders shall be placed directly to ____________ by authorized departments or purchasing agents who have issued the request for bids or proposal. No other purchase orders are authorized.

9.0 PAYMENT TERMS AND INVOICING: City of Wausau normally will pay properly submitted __________ invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

9.1 Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

9.2 A good faith dispute creates an exception to prompt payment.

10.0 TAXES: City of Wausau and its departments are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

City of Wausau, including all its departments, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. City of Wausau may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

11.0 CONTRACT INTEGRATION: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of a request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply

The documents constituting the contract between the City of Wausau and ________________are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. In the event of any conflicting provisions or requirements within the several parts of the Contract Documents, they shall take precedence in the following order: Change Orders (with the most recent taking precedence); Contract Document Amendments; the Contract Document as described in this signed Agreement; Request for Proposal Addenda; Request for Proposal; and Firm’s Proposal. Any terms of any other documents concerning this agreement are superseded by the terms set forth herein.

12.0 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. _______________shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. City of Wausau reserves the right to cancel this contract if ______________fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

13.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to City of Wausau must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

13.1 ___________ shall execute and maintain its work so as to avoid injury or damager to any persons or property. __________ shall comply with the requirements and specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its work, __________ shall, at all times, exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed and be in compliance with all applicable federal, state and local statutory and regulatory requirements including Wisconsin Labor Code and the U.S.Department of Transportation Omnibus Transportation Employee Testing Act, including the obligation to conduct safety inspections to verify said compliance by its employees, agents, and/or subcontractors.

13.2 _____________is specifically notified that it is subject to federal requirements listed under Title 29, Chapter 15 of the United States Code (Occupational Health and Safety Act) by virtue of its contract with City of Wausau, a public entity. _____________shall provide a similar notice to all its subcontractors.

13.3 SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

14.0 INSURANCE REQUIREMENTS: ______________ shall not commence work under this contract until all insurance required under this paragraph is obtained, and such insurance has been approved City of Wausau, nor shall ______________ allow any subcontractor to commence work on their subcontract until all similar insurance requirements have been obtained and approved.

14.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work. In case any work is sublet, _____________ shall require the subcontractor similarly to provide statutory Workers' Compensation Insurance for all of the latter's employees, unless such employees are covered by the protection afforded by _______________.

14.2 General Liability, Professional Liability and Property Damage Insurance. _____________ shall secure and maintain in force throughout the duration of this contract such General Liability, Professional Liability (if necessary) and Property Damage Insurance as shall protect itself and any subcontractor performing work covered by this contract from claims for damages for personal injuries including accidental death, as well as from claims for property damage, which may arise from operations under this contract, whether such operations be by _____________, or by any subcontractor or by anyone directly or indirectly employed by either of them; and the amount of such insurance shall be as follows:

· Comprehensive General Liability $1,000,000 per occurrence and $2,000,000 in aggregate for bodily injury and Property Damage.

· Professional Liability Coverage, $1,000,000 per occurrence and $2,000,000 in aggregate.

· Automobile Liability $1,000,000 per occurrence and $2,000,000 in aggregate for bodily injury and property damage.

· Excess Liability Coverage, $1,000,000 over the General Liability and Automobile Liability Coverage.

· If aircraft are used in conjunction with this project, $2,000,000 per occurrence and in aggregate for bodily injury and property damage.

14.3 City of Wausau reserves the right to require higher or lower limits where warranted.

14.4 City of Wausau reserves the right to require additional security, including, but not limited to, bid bonds or performance bonds as specifically set forth in its reqest for bids or proposals.

14.5 PROOF OF INSURANCE: __________________shall furnish the City with a Certificate of Insurance countersigned by a Wisconsin Resident Agent or Authorized Representative of the insurer indicating that _________________ meets the insurance requirements identified above. The Certificates of Insurance shall include a provision prohibiting cancellation of said policies except upon 30 days prior written notice to the City and specify the name of the contract or project covered. The Certificate of Insurance shall be delivered to the Authorized Purchasing Agent, with a copy of the Certificate of Insurance to be delivered to the City of Wausau Risk Manager for approval prior to the execution of this contract. Upon renewal of the required insurance, and annually thereafter, the City shall receive a new Certificate of Insurance for three years after completion of the project. The Certificates shall name City of Wausau as an additional insured and describe the contract by name and or identification number in the "Description of Operations" section of the form.

The following language is expected:

15.0 CANCELLATION / TERMINATION: City of Wausau reserves the right to:

15.1 NONAPPROPRIATION OF FUNDS. Cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

15.2 Terminate this contract, for the City’s convenience, at any time by a notice in writing from the City to _________________ by certified mail. If the Contract is terminated by the City as provided herein, __________________ shall be paid an amount which bears the same ratio to the total compensation as…