ITB Green County Courthouse 06-01-2021 FINAL.pdf

Invitation to Bid (ITB)

For

Green County Courthouse Restoration

Project #21-0601

Published Date: 6/1/2021

Response Deadline: 6/25/2021 12:00 PM CST

To:

Green County Clerk – Arianna Voegeli

1016 16th Avenue Monroe, WI 53566

INVITATION TO BID

Table of Contents

Table of Contents

INVITATION TO BID PROJECT DETAILS ................................................................................................................................................................. 3 - 7

Attachment A: INVITATION TO BID Scope of Work

Attachment B: Vendor Information and Cost Sheet ......................................................................................................................................... 9 - 10

Attachment C: INVITATION TO BID Addendum Acknowledgement

Attachment D: Contract Insurance Requirements ........................................................................................................................................... 12-13

Attachment E: NON-Professional Standard Contract Template ............................................................................................................... 14-20

Signature Page Appendix A

INVITATION TO BID PROJECT DETAILS

1. General

It is the intent of Green County to contract with a contractor/vendor, hereafter referred to as the “Contractor” for repairs and restoration of the Courthouse roof, gutter, cornice, masonry, and downspouts, located at 1016 16th Avenue, Monroe, Wisconsin 53566. All contractors are responsible for any addendums issued for this project.

INVITATION TO BID Bidder Pre-Qualifications

IMPORTANT:

The following information requested in this Section 1 must be emailed to rmarti@greencountywi.org by 12:00pm CST on June 14, 2021. Qualified vendors will be notified on or before the end of the day on June 14, 2021 if they are considered qualified to submit a bid for this project. Only bids received from pre-qualified vendors will be opened on June 30, 2021 at

5:00 PM.

Note to Bidders: If you and your sub-contractors cannot meet the following qualifications do not submit a bid. Any bids submitted that do not meet the specified qualifications and submittal requirements will be disqualified.

Green County reserves the right to determine and reject any unqualified bids.

Prime Contractor certifies that it can meet the following qualifications:

Prime Contractor yes no Prime Contractor and its project manager and/or site superintendent shall have a minimum of ten (10) years of experience on steep slope roofing, masonry tuckpointing, built-in copper gutters, standard copper cornices, radius copper cornices and copper downspout systems of similar size and scope. The contractor and its site superintendent shall have a minimum of three

(3) buildings listed on the National Register of Historic Places of similar size and scope in the last ten (10) years and employing workers skilled in the restoration process and operations necessary for this project. The Contractor will use an adequate number of skilled workers who are thoroughly trained and experienced in the necessary crafts and who are completely familiar with the specified requirement and methods for the proper performance of the work for this project.

Please submit a minimum of three representative projects of similar size and scope with your bid. Include with each sample project:

• Brief summary project description

• Owner name and contact information

• Project budget

• Bid total

• Initial contract amount

• Change orders

• Final contract amount mailto:rmarti@greencountywi.org

The Prime Contractor’s certifies that they or their sub-contractors can meet the following qualifications:

Custom Copper Fabrication yes no The Copper Fabrication Contractor and its site superintendent shall have at least five (5) years of experience supervising the installation of similar copper installations. The Contractor will use an adequate number of skilled workers who are thoroughly trained and experienced in the necessary crafts and who are completely familiar with the specified requirement and methods for the proper performance of the work for custom copper fabrication.

yes no The contractors copper fabricator and installer has been trained by the Copper Development Association (CDA) in proper techniques in the soldering of copper.

Masonry Repair yes no The Masonry Repair Contractor and its site superintendent shall have at least five (5) years of experience supervising the repair and restoration of similar stone and brick masonry repairs on historic buildings. The Contractor will use an adequate number of skilled workers who are thoroughly trained and experienced in the necessary crafts and who are completely familiar with the specified requirement and methods for the proper performance of the work for masonry repairs. The Contractor’s work crew shall remain consistent for the duration of the project. All apprentices shall be under the direct supervision of an experienced supervisor.

Masonry Cleaning yes no The Masonry Cleaning Contractor and its site superintendent shall have at least five (5) years of experience conducting the cleaning of similar stone and brick masonry on historic buildings. The Contractor will use an adequate number of skilled workers who are thoroughly trained and experienced in the necessary crafts and who are completely familiar with the specified requirement and methods for the proper performance of the work for masonry cleaning. The Contractor’s work crew shall remain consistent for the duration of the project. All apprentices shall be under the direct supervision of an experienced supervisor.

Slate Roofing System yes no The Slate Roofing System Contractor and its site superintendent shall have at least five (5) years of experience supervising the installation of similar slate roofing. The Contractor will use an adequate number of skilled workers who are thoroughly trained and experienced in the necessary crafts and who are completely familiar with the specified requirement and methods for the proper performance of the Slate Roofing System.

yes no The Slate Roofing Contractor is a member of the National Slate Association.

yes no The contractor and its site superintendent shall have performed work on a minimum of three (3) buildings listed on the National Register of Historic Places in the last five (5) years.

Vendor Name

Signature

Authorized Signatory

Title

Date

2. INVITATION TO BID Tentative Project Timeline

Date Time

(CST)

Invitation to Bid Published 5/27/2021 12:00 PM CST

Invitation to Bid Public Notice Advertised 6/2/2021, 6/9/2021

Bidder Pre-Qualifications Due 6/14/2021 12:00 PM CST

Mandatory Site Visit 6/16/2021 9:00 AM CST Questions Due 6/18/2021 12:00 PM CST Questions & Answers Published 6/22/2021 4:00 PM CST Bid Responses Due from Vendors 6/25/2021 12:00 PM CST Property, Insurance, and Parks Committee Bid Opening and Award Recommendation

6/30/2021 5:00 PM CST

Finance Committee Approval to Contract 7/6/2021 7:00 PM

County Board Approval to Contract 7/13/2021 7:00 PM

Send out Thank You & Intent to Award Letters by 7/15/2021

The completion date of work will be determined with the awarded contractor.

3. INVITATION TO BID Mandatory Site Visit: June 16, 2021 9:00 AM CST

Site visits are mandatory based on the date & time listed in the Tentative Project Time Line above Contractors meet: Main lobby area of Courthouse on 1st floor Site Visit conducted by: Dick Marti Site Visit contact phone number for questions: 608-558-2674

4. INVITATION TO BID Questions Due: June 18, 2021 12:00 PM CST Questions-All questions related to this INVITATION TO BID must be in writing and received by the Green County Clerk, no later than the due date.

• Questions can be delivered via e-mail to: avoegeli@greencountywi.org

• Questions MUST be clearly marked in the subject line: “Questions for Project #21-0601”

MAILED, PHONE CALL AND FAXED QUESTIONS WILL NOT BE ACCEPTED

5. INVITATION TO BID Questions & Answers Published Date: June 22, 2021 4:00 PM CST Answers - If any questions are received; answers to all written questions will be issued in the form of an addendum.

• Answers will be published on the Green County website at: www.greencountywi.org > Government > Bid Opportunities

It is the responsibility of all interested vendors to access the web site(s) for project information. Calls for assistance with the web site can be made to (608) 328-9430.

6. INVITATION TO BID Due Date & Delivery Address Details: June 25, 2021 12:00 PM CST

Responses are due to Green County Clerk no later than the Due Date.

Prospective vendors can submit Project Information by DHL, FedEx, Hand Delivery, Mail, UPS, USPS, etc.

Hard copy project information:

• Must be in Sealed envelope

• Must be clearly marked with perspective project 21-0601 on the outside of the sealed envelope in the lower left-hand corner

• Must be received, dated & time stamped by the due date http://www.greencountywi.org/

Project Requirements:

• No fax or email bids accepted

• No bid may be withdrawn for ninety (90) days

• Pricing is to remain firm for a minimum of ninety (90) days

Public Bid Opening will be conducted at Property, Parks, and Insurance Committee meeting on June 30, 2021 at 5:00 PM CST.

Delivery Address for DHL, FedEx, Hand Delivery, Mail, UPS, USPS, etc.

Arianna Voegeli Green County Clerk Courthouse Restoration Project 21-0601

Note: It shall be the responsibility of the sender to ensure bids arrive by the required due date and time. Any information received after the due date and time will be rejected. When hand delivering project; prospective vendors are encouraged to verify the time on the atomic clock as this is the official time used for the receiving of all information. Time discrepancies between wall clocks, watches, cell phones, etc. will not be honored.

Please make sure the outside package is clearly labeled with the project number and description of the project when mailing bids via a 3rd party delivery service. This ensures the bid can be applied to the appropriate project.

7. INVITATION TO BID Selection Criteria

Selection will be based on which bidder is the most qualified, responsible, and responsive with the lowest price.

8. Award Notification Intent to Award or Thank You letters will be sent via email to all vendors submitting responses.

9. INVITATION TO BID Format & Submission Requirement Any deviation from these requirements may result in the quotation being considered non-responsive, thus eliminating the vendor from consideration. The quotation shall include the following attachments:

• 10% BID BOND

• WRITTEN DETAILED PROPOSAL

• INCLUDE BID COST FORM (SEE ATTACHMENT B)

• ADDENDUM (SEE ATTACHMENT C)

If Addendums exist for this project, please sign, date, and return the attachment with your Bid.

10. Performance or Applicable Payment Bonds

Bid Bonds in the amount of 10% are required for any projects over $50,000. Bid bonds can be in the form of a bid bond, certified check or cashier’s check for projects from $50,000 - $100,000. Bid bonds for any projects over $100,000 need to be submitted as a bid bond only.

Failure to submit a bid bond, when required, will result in the automatic rejection of the bid.

Performance/Payment bonds are required for any projects over $50,000 and need to be for the total amount of the project.

11. INVITATION TO BID Method of Payment One of two methods:

1. For projects that are to be completed within 60 days: Payment is net 30 days from completion and approval of project.

2. For all other projects: Partial payment may be made. The retainage shall be an amount equal to not more than 5% of the cost until 50% of the work has been completed. At 50% completion, no additional amounts shall be retained, and partial payments shall be made in full to the contractor unless the architect or engineer certifies that the job is not proceeding satisfactorily. At 50% completion or any time thereafter when the progress of the work is not satisfactory, additional amounts may be retained but in no event shall the total retainage be more than 10% of the value of the work completed. Upon substantial completion of the work, an amount retained may be paid to the contractor.

If milestone payments are appropriate, they will be defined in the contract. Payment terms: Payments may apply as noted in Wisconsin Statute 66.0135. Vendors are strongly encouraged to accept P-Card payments.

12. Financial Verification Vendor verification prior to award: Vendor’s financial solvency may be verified through financial background checks via Dun & Bradstreet or other means (i.e. Wisconsin Circuit Court Access, UCC) prior to contract award. Green County reserves the right to reject bids based on information obtained through these background checks if it’s deemed to be in the best interest of the County.

13. Other

1. Guarantees & Warranties: Guarantees and warranties on workmanship and materials shall be stated in your proposal.

2. Cancelled Project Records: Green County reserves the right to not disclose records of cancelled project to ensure open and fair competition of future solicitations.

3. Laws: All work shall conform to all applicable industry, Federal, State and Local Laws, Codes, Ordinances, OSHA requirements and Standards.

4. License: Contractors performing work are required to have a Contractor’s License for the state for which the work is to be done. All Licenses for any contractors must be current on the day of bidding and throughout the length of the project.

5. Measurements: Contractors are responsible for all measurements.

6. Permits: Contractor shall be responsible for securing all permits and underground utility locates.

7. Project Manager: Vendor shall provide a Project Manager who will act as a single point of contact for Green County.

8. Rebate Incentives: All Contractors must indicate in their bid if they intend to apply for any rebate incentives from Focus on Energy related to this project.

9. Rejection of Bids: Green County reserves the right to accept or reject any or all bids and to waive any informality in bids.

10. Site Protection / Cleanup: Contractor is responsible for the proper handling of materials to include discard of debris and keeping the work site clean. Any cutting of sidewalks or parking areas must be patched accordingly. Contractor is responsible for restoring any ground or landscaping disruption due to construction of this project.

11. Taxes: Green County and its departments are exempt from payment of all federal, Wisconsin and local taxes on its purchases except Wisconsin excise taxes.

12. Unfair Advantage: The County prohibits vendors, who have been awarded a contract and provided drawing specifications, from being able to bid on future construction projects related to those drawings to avoid a potential unfair advantage per Wis Stat sec. 62.15 & 61.55 design/build process.

14. INVITATION TO BID Attachments A. INVITATION TO BID Scope of Work B. INVITATION TO BID Vendor Information and Cost Sheet C. INVITATION TO BID Addendum Acknowledgement: Green County reserves the right to make changes to this project.

Any changes in the scope of work shall be mutually agreed upon by the Contractor and the County.

D. INVITATION TO BID Appeals E. Contract Insurance Requirements F. Standard Contract for Service Template: Contractors submitting bids must review the Standard Contract document.

Sections that may be of concern must be identified and an explanation for the objection must be provided with bid submission. If no objections are raised it shall be expected that the contractor agrees to the terms and conditions as stated.

ATTACHMENT A: INVITATION TO BID SCOPE OF WORK

The intent of this project is to restore the steep sloped roofing system on the main roof, tower, and related systems to the original historical slate roof. The work shall comply with State and Federal historical restoration standards.

Furnish scaffolding to provide for safe access to the work and allow for county representatives to inspect the work as required throughout the project and ensure safe access to the building at all times.

Complete replacement of the existing steep sloped roofing system with new natural slate roofing quarried in North America installed per code requirements. The slate roofing system shall comply with the standards set forth by the National Roofing Contractors Association and the National Slate Association. All flashings to be 20-ounce copper.

The existing finials are to be duplicated from copper and installed.

Complete replacement with new copper of the existing sheet metal cornice, water tables, gutters, and downspouts to match the existing. The four corner finials on the tower are to receive new cornice and roofing. These systems are to comply with standards set for by the NRCA, SMACNA and Copper and Common Sense by Revere Copper.

Application of a high-performance coating to the new cornice and downspouts to match the existing color scheme.

Tuckpointing to be performed to all masonry surfaces to the band of stone that runs around the entire building that is immediately below the sheet metal cornice/gutter at the eave of the main roof. All masonry above this band of stone to have all joints cut and pointed to standards set for by “Preservation Briefs” provided by the National Park Service. This includes the chimney, skyward facing masonry and the back side of all parapet walls.

Deductive Asphalt Roofing System Alternate:

In-lieu of installing natural slate quarried in North America, furnish and install new GAF Slateline or Certainteed Highland Slate architectural asphalt roofing system complete with 20-ounce copper flashings systems.

Photos of Masonry Scope of Work included in Appendix A.

ATTACHMENT B: Vendor Information and Cost Sheet

(Use of this form is required when submitting your documents; do not submit copy of project details with your submission)

Vendor Information

COMPANY PHYSICAL LOCATION INFORMATION

Legal Name:

Address:

City: State: Zip:

Phone: Fax:

Federal ID #: Website:

COMPANY REMIT INFORMATION (where to send payment, if different than above)

Billing Name:

Name to print on check, if different than above

Address:

City: State: Zip:

Accounts Payable Contact: Phone:

Accounts Payable Email: Payment Terms:

CONTACT INFORMATION / PRIMARY PERSON TO NOTIFY FOR INTENT TO AWARD OR THANK YOU

Primary Name: Title:

Email:

CONTACT INFORMATION / SECONDARY PERSON TO NOTIFY FOR INTENT TO AWARD OR THANK YOU

Secondary Name: Title:

Email:

CONTACT INFORMATION / PROJECT MANAGER

Project Manager Name: Title:

Phone: Fax:

Email:

CONTACT INFORMATION / PERSON AUTHORIZED TO SIGN CONTRACT

Contract Signer Name: Title:

Phone: Fax:

Email:

☐ 10% BID BOND ENCLOSED

Does your Company accept MasterCard Credit Card for payment? yes no

Comments:

Does your Company accept the Green County Standard Contract? yes no

Comments:

INVITATION TO BID Pricing

Courthouse Restoration Bidders Costs

BASED BID Roofing, Gutters, Downspouts, Cornices, and Masonry Tuck-pointing

Cost: $

In the sum of:

Bid Itemization

1) General Conditions, Insurance, 100% Performance and Payment Bond Costs $

2) 10% Allowance of for unforeseen conditions $

3) Scaffolding, Equipment, Hoisting and other Logistical Costs $

4) Clean all masonry surfaces, grind, and point all masonry joints, install caulk at all windows. $

5) Remove and replace roofing system with new slate and copper flashings $

6) Remove and replace gutter and downspout system with copper $

7) Remove and replace sheet metal cornice system with copper $

8) Furnish and install new high-performance coating system $

TOTAL BASE BID AMOUNT (Items 1-8) $

ALTERNATE BIDS Alt Bid #1 Deductive furnish and install Architectural Asphalt Shingle in place of natural slate quarried in North America DEDUCT From base bid Amount: $

In the sum of: ____________________________________________________________________

Deductive Alternate

1) Furnish and install asphalt shingles in-lieu of slate roofing system - DEDUCT $

*All pricing is to be inclusive of all costs including travel and meals.

Vendor Name

Signature

Authorized Signatory

Title

Date

☐ CONTRACTOR WRITTEN PROPOSAL WITH DETAILED WRITTEN SCOPE OF WORK FOR EACH BID ITEM

ATTACHMENT C: INVITATION TO BID ADDENDUM ACKNOWLEDGEMENT

(If Addendums exist for this project, please sign, and date and send with your bid)

The undersigned acknowledges receipt of the following addenda by checking the box(es) below:

1 ☐ 2 ☐ 3 ☐ 4 ☐ 5 ☐ 6 ☐

I have examined and carefully prepared the RFB/INVITATION TO BID/RFQ from the plans and specifications and have checked the same in detail before submitting the RFB/INVITATION TO BID/RFQ to Green County. Attached is my list of subcontractors along with their respective trades-if applicable.

The Undersigned agrees to the above statement:

Vendor Name:

Printed Name:

Signature:

Date:

If this INVITATION TO BID is assigned a project number all vendors are responsible to check for addendums, published on our web site at www.greencountywi.org, for this project prior to the due date. No notification will be sent when addendums are published unless there is an addendum within three business days of INVITATION TO BID due date.

All vendors receiving initial notification of project and those who register as downloading the project off our web site will be notified by Green County of all addendums issued within 3 business days prior to due date. If INVITATION TO BID has already been submitted, vendor is required to acknowledge receipt of addendum via fax or e-mail prior to due date. New INVITATION TO BID must be submitted by vendor if addendum affects costs.

INVITATION TO BIDs that do not acknowledge addendums may be rejected.

All INVITATION TO BIDs submitted will be sealed. Envelopes are to be clearly marked with required information. Sealed INVITATION TO BIDs that are opened by mistake due to inadequate markings on the outside may be rejected and returned to the vendor.

Additional Addenda should be written here:

http://www.greencountywi.org/

ATTACHMENT D: CONTRACT INSURANCE REQUIREMENTS

(Potential vendors are required to meet the following insurance requirements in order to be awarded a contract.

There is no need to sign or mail it back.)

Awarded vendor is required to provide a certificate of insurance within three (3) business days of receiving the ‘Intent to Award’ notice. Certificates are required to be valid and provided annually to Green County Administration, 1016 16th Avenue, Monroe, WI 53566, throughout the contract term.

1. Hold Harmless

Vendor hereby agrees to release, indemnify, defend and hold harmless Green County, their 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 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, resulting from or arising out of the performance under this agreement by vendor, its officers, officials, employees, agent or assigns. Green County does not waive, and specifically reserves, it’s right to assert any and all affirmative defenses and limitations of liability as specifically set forth in Wisconsin Statutes, Chapter 893, and related statutes.

2. Insurance Requirements

Vendor, Contractor, Tenant, Provider, Organization or other (will be referred as Outside Contractor) shall provide and maintain at its own expense during the term of their agreement, the following insurance policies covering its operations hereunder are minimum requirements. Such insurance shall be provided on a primary basis by insurer(s) financially solvent and authorized to conduct business in the State of Wisconsin.

The Outside Contractor shall not commence work under this contract until all insurance required under this paragraph is obtained and such insurance has been approved by a County representative, nor shall any Outside Contractor allow subcontractors to commence work on their subcontract until all similar insurance requirements have been obtained and approved by a County representative. Notwithstanding any provisions of this section, and for purposes of this agreement, contractor acknowledges that its potential liability is not limited to the amounts of insurance coverage it maintains or to the limits required herein.

Comprehensive General Liability (Occurrence Form)

Products and Completed Operations Personal Injury and Advertising Liability Independent Contractors / Protective

Limits of Insurance $1,000,000 per occurrence $2,000,000 aggregate

Business Automobile Liability : Covering all owned, hired, and non-owned vehicles Limits of Insurance $1,000,000 per occurrence for bodily injury and property damage

Excess / Umbrella Liability Limits of Insurance $1,000,000 per occurrence

Worker’s Compensation Insurance and Employers Liability State Statutory Workers’ Compensation Limits

Employer Liability $500,000 each accident

3. Additional Insured

The Outside Contractor agrees that all liability policies other than professional liability shall name Green County as additional insured with respects to: liability arising out of activities performed by or on behalf of the vendor/contractor; products and completed operations of vendor/contractor; premises owned, occupied or used by vendor; or automobiles owned, leased, hired or borrowed by vendor. The coverage shall contain no special limitations on the scope of protection to the County.

4. Adjustment to Insurance Coverage

The limits of liability as set forth herein shall be periodically reviewed and adjustments made so as to provide insurance coverage in keeping with increases in the Consumer Price Index and what is deemed to be prudent and reasonable by the County or its representatives. In the event that the County determines that the limits need to be adjusted at some time after the initial term of the contract, the County shall give notice to the contractor in writing of the new limits and the Contractor shall make such adjustments to its insurance coverage within 60 days of such notice.

5. Subcontractor

Subcontractors of the Outside Contractor shall also be in compliance with these requirements, including but not limited to, the submittal of a Certificate of Insurance that meets the same requirement outlined for the Outside Contractor.

6. Waiver of Subrogation

Insurers shall waive all subrogation rights against Green County on all policies required under this requirement.

7. Certificate of Insurance

The Certificate of Insurance must include:

1. Additional Insured: Named as Green County

2. Cancellation: Shall include a provision prohibiting cancellation of said policies except upon 30 days prior written notice to the County to include non-renewal, or material change in coverage.

3. Project Information: Shall include reference to the contract name and / or INVITATION TO BID number in the description section of the certificate.

4. Receipt of Certificate: A valid Certificate shall be issued to “Green County” prior to commencement of work and meeting the requirements listed to avoid any interruption of normal business services and transactions.

5. Signature(s): Shall be issued by companies licensed to do business in the State of Wisconsin or signed by an agent of the

State of Wisconsin. Certificates must also bear the signature of the insurer’s authorized representative.

The certificate of insurance will be delivered to Green County prior to the execution of the contract, to the below listed department and address.

Green County Clerk

ATTACHMENT E: NON-PROFESSIONAL STANDARD CONTRACT TEMPLATE

(This document is provided as a template to potential vendors as a requirement that this document is to be used to contract with the awarded vendor. There is no need to sign or mail it back at this time.)

GREEN COUNTY NON-PROFESSIONAL

STANDARD CONTRACT

All posted project details and addendums shall be considered to be part of this contract.

Project #: 21-0601

Service Description: Courthouse Restoration

Time of Performance: Completion by Date:

Total Amount of Contract: Maximum Compensation not to Exceed: $00

The parties to this CONTRACT are _____________________________________________ (hereinafter referred to as the "CONTRACTOR"), and Green County of the State of Wisconsin (hereinafter referred to as the "COUNTY").

Please mail all invoices to the below address and reference Project number and/or Purchase Order number:

Performance, schedules and invoices will be approved by the following Green County

Contact:

Dick Marti / Property Supervisor

Green County Department: Property Department

Address: 1016 16th Avenue

City, State Zip: Monroe, WI 53566

Phone: (608) 558-2674

Email: rmarti@greencountywi.org

Work shall commence in accordance with the terms and conditions of this Contract after the CONTRACTOR has executed the Contract, and (a) has been notified in writing to commence the Performance of Services, or (b) has received from the COUNTY an original of the Contract that is complete and fully executed.

In reliance on the CONTRACTOR’S representations as being capable, experienced and qualified to undertake and personally perform those services as are required in accomplishing the fulfillment of the obligations under the terms and conditions of this Contract, the COUNTY agrees to engage the CONTRACTOR as an independent contractor and not as an employee of the COUNTY to perform those services, all in accordance with the terms and conditions of this Contract.

mailto:rmarti@greencountywi.org

1. REQUIREMENTS: The CONTRACTOR is required to:

A. Do, perform, and carry out in a satisfactory, timely, and proper manner the services delineated in this Contract.

B. Comply with requirements listed with respect to reporting on progress of the services, additional approvals required, and other matters relating to the performance of the services.

C. Comply with time schedules and payment terms.

2. SCOPE OF SERVICES: CONTRACTOR and its subcontractors agree to fulfill all obligations described in the County’s Project, along with any addenda. Reference the Green County project for project details, to include project specifications and attachments.

The contract amount includes all services, deliverables, and reimbursable expenses. Additional reimbursable fees will not be accepted without proper approval and change order submission.

3. SPECIFIC CONDITIONS OF PAYMENT: Payment is due after completion and acceptance of the project by Green County.

Payment will be made within thirty (30) days after receipt of a properly documented invoice to the address below:

Payment Terms:

Check Payable To:

Invoice Mailing Address:

City, State Zip

Invoice Email Address:

Invoice Phone Number:

Federal Tax ID#:

Payments are to be released in accordance in accordance to any applicable schedules and only if project completion is satisfactory.

4. REPORTS:

A. The CONTRACTOR agrees to timely submission of reports as may be required by the COUNTY.

B. All reports, studies, analyses, memoranda and related data and material developed during the performance of this Contract shall be submitted to and be the exclusive property of the COUNTY, which shall have the right to use them for any purpose without any further compensation to the CONTRACTOR. All of the documents and materials prepared or assembled by the CONTRACTOR under this Contract will not be made available to any individual, agency, public body, or organization other than the COUNTY.

C. The documents and materials prepared in whole or in part under this Contract shall not be made the subject of any report, book, writing or oral dissertation by the CONTRACTOR. If this Contract is terminated, all finished or unfinished documents or materials prepared under this Contract shall be immediately transmitted to the COUNTY upon termination.

5. TIME OF PERFORMANCE: The services to be performed under this Contract are to be undertaken and completed in such sequence as to assure expeditious completion in light of the purpose of this Contract, but in any event all of the services required hereunder shall be completed as indicated on Page 1 under "Time of Performance," which is the termination date of this Contract. In addition to all other remedies available to the COUNTY, should the Contract not be completed as required, the CONTRACTOR shall continue to be obligated thereafter to fulfill CONTRACTOR'S responsibility to complete the services and to execute any necessary amendments to this CONTRACT.

6. CONDITIONS OF PERFORMANCE AND COMPENSATION:

A. Performance - The CONTRACTOR agrees that its work shall be completed in a workmanlike manner and shall conform to such recognized high professional standards as are prevalent in this field of endeavor and like services in a similar locality.

B. Place of Performance – The COUNTY shall determine the place or places where services shall be provided by the

CONTRACTOR.

C. Compensation - The COUNTY agrees to pay, subject to the contingencies herein, and the CONTRACTOR agrees to accept for the satisfactory performance of the services under this Contract, the maximum as indicated on Page 1 under “Total Amount of Contract,” inclusive of all expenses. In no event will the total compensation exceed the maximum amount indicated on Page 1. Compensation for services provided under this Contract is contingent upon the approval process set forth in Section 3. Specific conditions of payment shall be subject to Section 66.0135. Wisconsin Statutes as it applies to any late payments by the COUNTY, except as provided by Section 22 of this Contract.

D. Taxes, Social Security and Government Reporting - Personal income tax payments, social security contributions and all other governmental reporting, taxes, and contributions as a consequence of the CONTRACTOR receiving payment under this Contract shall be the sole responsibility of the CONTRACTOR.

E. Subcontracting - The CONTRACTOR shall not subcontract for the performance of any of the services herein set forth without prior written approval obtained from the COUNTY. If any work or service is subcontracted, it shall be specified by written contract or agreement and shall be subject to and controlled by each provision of this Contract. The CONTRACTOR shall be as fully responsible to the COUNTY for the acts and omissions of its subcontractors and or persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by CONTRACTOR.

7. INDEMNIFICATION AND DEFENSE OF SUITS: The CONTRACTOR hereby agrees to release, indemnify, defend and hold harmless Green County, its officials, officers, employees and agents from and against all judgments, damages, penalties, losses, costs, claims, expenses, suits, demands, debts, actions, liabilities and/or causes of action of any type or nature whatsoever, including actual and reasonable attorneys’ 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, resulting from or arising out of the performance under this agreement by CONTRACTOR, its officers, officials, employees, agent or assigns. The COUNTY does not waive, and specifically reserves its right to assert any and all affirmative defenses and limitations of liability as specifically set forth in Wisconsin Statutes, Chapter 893, and related statutes.

8. REGULATIONS: CONTRACTOR agrees to comply with all of the requirements of all federal, state, and local laws related thereto.

9. SAFETY REQUIREMENTS: All material, equipment and supplies used or provided to the COUNTY must comply with all safety requirements as set forth by the federal, state and local laws, including but not limited to, Wisconsin Administration Code, Rules of the Industrial Commission on Safety and all applicable OSHA standards.

10. VENUE AND APPLICABLE LAW: Any lawsuits related to or arising out of disputes under this Contract shall be commenced and tried in the Courts of Green County, Wisconsin and the COUNTY and CONTRACTOR shall submit to the jurisdiction of the Courts for such lawsuits. In all respects, this Contract and any disputes arising under it shall be governed by the laws of the State of Wisconsin.

11. TERMINATION OF CONTRACT FOR CAUSE: If through any cause, the CONTRACTOR shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the CONTRACTOR violates the covenants, agreements or stipulations of this Contract, the COUNTY shall have the right to terminate this Contract by giving written notice to the CONTRACTOR of such termination delivered pursuant to Section 24. The written notice shall be provided to the CONTRACTOR at least five (5) days before the effective date of such termination. COUNTY may allow the CONTRACTOR a reasonable amount of time to cure a breach of the terms of this Contract, if the breach is amenable to a cure. COUNTY shall not unreasonably withhold such permission.

In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other materials related to the services prepared by the CONTRACTOR under this Contract shall, at the option of the COUNTY, become the property of the COUNTY.

Notwithstanding the above, the CONTRACTOR shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of any breach of the Contract by the CONTRACTOR, and the COUNTY may withhold any payments to the CONTRACTOR for the purpose of set off until such time as the exact amount of damages due to the COUNTY from the CONTRACTOR shall be determined.

This Contract may be terminated by either party for no reason by giving thirty (30) days written notice to the other party of said termination.

12. CHANGES: All changes that are mutually agreed upon by and between the COUNTY and the CONTRACTOR, including any increase or decrease in the amount of the CONTRACTOR’S compensation, shall be in writing and designated as written amendments to the Contract.

13. WAIVER: One or more waivers by any party of any term of the Contract will not be construed as a waiver of a subsequent breach of the same or any other term. The consent or approval given by any party with respect to any act by the other party requiring such consent or approval shall not be deemed to waive the need for further consent or approval of any subsequent act by such party.

14. PERSONNEL:

A. The CONTRACTOR represents that it has or will secure, at its own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have a contractual relationship with the COUNTY.

B. All of the services required hereunder will be performed by the CONTRACTOR or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services.

15. ASSIGNMENT: The CONTRACTOR shall not assign or transfer this Contract and shall not transfer any interest in it without the prior written consent of the COUNTY. Claims for money due or to become due to the CONTRACTOR from the COUNTY under this Contract may be assigned to a bank, trust company or other financial institution without COUNTY approval; however, notices of any such assignment or transfer shall be furnished promptly to the COUNTY.

16. RECORDS:

A. Establishment and Maintenance of Records - Records shall be maintained by the CONTRACTOR with respect to all matters covered by this Contract. The records shall be maintained for a period of three (3) years after receipt of final payment under this Contract, except as otherwise authorized or required by law. CONTRACTOR will notify COUNTY prior to destroying document(s) and offer the right of refusal.

B. Documentation of Cost - All costs shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers, or other official documentation evidencing in proper detail the nature and propriety of other accounting documents pertaining in whole or in part to this Contract and shall be clearly identified and readily accessible, and shall be retained in accordance with the laws of the State of Wisconsin.

17. AUDITS AND INSPECTIONS: In the event that the COUNTY deems it necessary to conduct an audit or inspection, CONTRACTOR shall, during normal business hours, furnish or make available at a time designated by the COUNTY and in the form required by the COUNTY, information, records and reports regarding powers, duties, activities, organization, property, financial transactions, method of operation, or any and all other records, reports or information in CONTRACTOR’S custody or control pertinent to this Contract.

CONTRACTOR shall provide the COUNTY inspectors or auditors access to all property, equipment and facilities in CONTRACTOR’S custody or control related to the services provided or purchased under this Contract. CONTRACTOR shall be expected to provide, at CONTRACTOR’S expense, reasonable time by CONTRACTOR’S personnel as may be required for the COUNTY inspectors or auditors to perform the inspection or audit.

Any information provided to the auditors, which is deemed confidential by federal, state or local laws shall be held as confidential and not disclosed to the public.

18. NON-DISCLOSURE:

A. Acknowledgment of Confidential Relationship - CONTRACTOR hereby acknowledges and agrees that any Confidential Information disclosed to it by Green County is for the limited purpose of providing services and CONTRACTOR will maintain the Confidential Information in confidence, and a confidential relationship will arise between CONTRACTOR and Green County by reason of such submission and/or disclosure.

B. Use and Disclosure of Confidential Information. CONTRACTOR agrees neither to copy, sell, transfer, publish, disclose, display or otherwise use for its own benefit, nor to disclose to third parties, any Confidential Information whether from observation, from any materials submitted or from disclosures by Green County hereunder. CONTRACTOR further agrees neither to make nor retain any copies of nor directly or indirectly use any process or other proprietary information disclosed to it or any process deceptively similar thereto without Green County's prior written approval, which Green County may withhold in its sole discretion. In no event shall either party use Confidential Information in a way, which violates state or federal laws.

CONTRACTOR shall instruct its employees, agents and contractors of their obligations under this Agreement and instruct them to use the same care and discretion with respect to the Confidential Information and to not circumvent any security procedures or devices with respect to Confidential Information. The parties agree that the implementation of this signed Agreement will suffice for this purpose.

C. Title remains with Green County. All innovations, inventions, devices, processes and/or formulas developed by CONTRACTOR for Green County shall be deemed to be the sole property of Green County. CONTRACTOR agrees to disclose in writing to Green County any and all formulas, ingredient specifications and descriptions, processing methods, items, ideas or concepts which are directly related to work performed by CONTRACTOR on behalf of Green County which constitute innovations or inventions developed by CONTRACTOR either solely or jointly in connection with work performed by CONTRACTOR at the request of and/or under assignment by Green County. CONTRACTOR also agrees to assign to Green County any and all interest it may have in such inventions or innovations, which are specified in relation to the product named.

D. Indemnification by CONTRACTOR. CONTRACTOR agrees to take precautions to avoid wrongful disclosures or use of Confidential Information and will indemnify Green County and hold Green County harmless from all losses, expenses or liability arising from or in connection with such unauthorized use or disclosure. In addition, CONTRACTOR acknowledges that in the event of a breach or threatened breach of this Agreement, irreparable damage will immediately occur to COUNTY and CONTRACTOR will indemnify COUNTY from all losses, liabilities and expenses incurred by COUNTY as a result thereof.

19. CONFLICT OF INTEREST:

A. Interest in Contract - No officer, employee or agent of the COUNTY who exercises any functions or responsibilities in connection with the carrying out of any services or requirements to which this Contract pertains, shall have any personal interest, direct or indirect in this Contract.

B. Interest of Other Local Public Officials - No member of the governing body of the COUNTY, who exercises any functions of responsibilities in the review or approval of the carrying out of this Contract, shall have any personal interest, direct or indirect, in this Contract.

C. Interest of Contractor and Employees - If CONTRACTOR is aware or becomes aware that any person described in Section A. or B. has any personal financial interest, direct or indirect, in this Contract; CONTRACTOR shall immediately disclose such knowledge to the COUNTY. The CONTRACTOR further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder.

The CONTRACTOR further covenants that in the performance of this Contract no person having any conflicting interest shall be employed.

20. DISCRIMINATION PROHIBITED:

A. CONTRACTOR shall not discriminate against any individual on the basis of age, race, creed, color, disability, marital status, sex, national origin, ancestry, membership in the National Guard, state defense force or any reserve component of the military forces of the United States or this state. CONTRACTOR may refuse to employ individuals based on conviction and arrest records only as allowed by Sec. 111.335, Wis. Stats.

B. The CONTRACTOR will cause the foregoing provisions to be inserted into all subcontracts, if any, for any work covered by this Contract so that such provision will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

21. INSURANCE:

A. The CONTRACTOR shall be solely responsible to meet CONTRACTOR’S insurance needs as required by the COUNTY during the terms of this Contract or any extension thereof.

B. The Certificate(s) of Insurance along with endorsements shall be issued by a company or companies authorized to do business in the State of Wisconsin and shall be satisfactory to the COUNTY. Such insurance should be primary. CONTRACTOR shall furnish the COUNTY with a certificate of insurance along with two endorsements, one naming Green County, its boards, commissions, agencies, officers, employees and representatives as additional insured and one endorsement providing the COUNTY with thirty (30) days advance written notice of any change, cancellation or non- renewal during the term of the Contract. Upon request, CONTRACTOR shall provide COUNTY with certified copies of the required insurance policies.

C. The CONTRACTOR shall require all subcontractors to be bound by the same insurance requirements as CONTRACTOR, and shall not allow subcontractors, if any, to commence work until the aforementioned documents, where applicable, have been obtained from the subcontractor(s) and approved by the COUNTY.

D. No payments or disbursements under the Contract shall be made if such proof has not been furnished. Failure to submit an insurance certificate, as required, can make the Contract void at the COUNTY’S discretion.

22. FORCE MAJEURE:

A. If the performance of any part of this Contract is delayed or rendered impossible by reason of natural disaster, flood, fire, riot, explosion, war or actions or decrees of governmental bodies, notice shall be given as soon as practicable to the other party indicating the nature of such conditions and the extent of delay and shall do everything possible to resume performance. If the period of nonperformance exceeds twenty-one (21) days from the receipt of notice of the Force Majeure Event, this Contract may be terminated by giving written notice.

B. If the ability of the COUNTY to compensate the CONTRACTOR is delayed by reason of natural disaster, flood, fire, riot, explosion, war or actions or decrees of governmental bodies, the COUNTY shall immediately give notice to the CONTRACTOR of the nature of such conditions and the expected date that compensation will be made. Section 66.0135 Wisconsin Statutes shall not apply to any late payment by COUNTY due to circumstances under this paragraph.

23. OTHER PROVISIONS:

A. Publicity Releases - CONTRACTOR agrees not to refer to award of this Contract in commercial advertising in such a manner that states or implies that the products or services provided are endorsed or preferred by Green County.

B. Independent Contractor - CONTRACTOR agrees that it is working in the capacity of an Independent Contractor with respect to the services provided. Nothing in this Contract shall be considered to create the relationship of employer and employee, of third-party beneficiary, of principal or agent, of limited or general partners or of joint venture between the parties.

C. Appropriation of Funds – This Contract is contingent upon annual authorization of funding by the COUNTY governing body.

In the event funding is not approved or terminated, the COUNTY may terminate this contract by providing forty-five

(45) days written notice to CONTRACTOR.

24. NOTICES: Any and all notices and demands shall be in writing delivered in person or by first class mail, registered or certified, postage paid, return receipt requested and addressed to the appropriate party as follows:

For COUNTY inquire to:

County Department: Green County Property Department

Mailing Address: 1016 16TH Avenue

City, State Zip: Monroe, WI 53566

Phone: (608) 558-2674

Email: rmarti@greencountywi.org

For CONTRACTOR inquire to:

Contractor:

Mailing Address:

City , State, Zip:

Phone:

Email:

All other correspondence…