Rec Software RFP.pdf

REQUEST FOR PROPOSALS

MARATHON COUNTY RECREATION SOFTWARE

UPDATE

Wausau/Marathon County

Department Parks, Recreation & Forestry (PRF)

January 23, 2026

TABLE OF CONTENTS

1. Introduction and History

2. Scope of Work A. Applicability of Technical Requirements, Equivalency, and Industry Standards B. Key Minimum Technical Requirements & Specifications

3. Proposal Selection Activity Schedule and Process

A. Proposal Due Date B. Proposal Review C. Proposal Selection Criteria

4. Specific Requirements and Provisions

5. Proposal Contents

Exhibit A –Breach Notification Agreement

1. INTRODUCTION AND HISTORY

The PRF Department manages a wide range of parks, campgrounds, recreation facilities, and programs throughout Marathon County. This includes campground reservations, ice arenas, shelters and reservable spaces, recreation programming, memberships, leagues, events, and point-of-sale operations. We serve residents and visitors year-round and rely heavily on online services to provide convenient, accessible, and efficient customer experiences.

In accordance with County purchasing policy, this request is being issued for the purpose of obtaining three comparable written proposals for services. Submission of a proposal does not obligate the County to award a contract, and the County reserves the right to approve, reject, or request clarification on any or all responses.

We are seeking a complete, turnkey recreation software platform that can support our operations through a single, centralized system. The solution must be capable of supporting year-round use by administrative staff, seasonal staff working at multiple locations, and the general public through a modern, customer-friendly online portal. Our department estimates we will process approximately $1.5 million annually in transactions, and system reliability, capability, performance, ease of use, and transparency of costs are critical for our operations as well as our review and comparison process.

We are particularly interested in solutions that:

• Support intuitive and user-friendly online reservations, registrations, memberships, and point-of-sale transactions from customers’ phones.

• Provide clear separation of County-paid costs and customer-facing fees, should they exist.

• Are designed for public-sector use with a proven track record of success.

• Offer strong implementation support, training, and ongoing updates and support.

The County’s current software contract expires on November 3, 2026, and we desire to have a potential new system implemented and live on or before that date. Limited active data will be migrated from our existing system.

Please review the included Key Minimum Technical Requirements & Specifications as well as the Supplemental Information and Pricing Assumption sections. We ask that your proposal includes both line-item pricing and a summary total, along with sufficient detail to allow for an accurate comparison of services and costs.

Proposals must be received no later than Monday, February 16, 2026, by 12:00 PM CST.

1. SCOPE OF WORK

a. Applicability of Technical Requirements, Equivalency, and Industry Standards The below key minimum technical requirements and specifications outlined in this request are intended to define the County’s minimum functional, performance, security, and user-experience standards, and are not intended to limit responses to a single proprietary system, vendor, or technical implementation. References to specific platforms, technologies, integrations, certifications, service providers, or performance benchmarks shall be interpreted to include equivalent industry-standard solutions that are widely adopted, commercially supported, and proven in comparable public-sector or enterprise environments.

Vendors may provide alternative approaches, tools, or architectures that are functionally equivalent to or exceed the stated requirements, provided the vendor clearly demonstrates how the solution meets or surpasses the intent, outcomes, and operational needs described in this request. Any substitutions or deviations from the stated technical specifications must be clearly identified and supported with sufficient documentation, technical detail, and client references to allow the County to evaluate equivalency in terms of functionality, scalability, reliability, accessibility, security, and long-term support.

Failure to provide an identical technology, integration, or vendor-specific implementation shall not, in and of itself, be grounds for disqualification, so long as the solution represents an equivalent industry-standard approach that satisfies the County’s minimum requirements.

b. Key Minimum Technical Requirements & Specifications

Core Functionality

• Solution must include a comprehensive campground reservation system, along with integrated modules for recreation program registration (including but not limited to swimming lessons, pool passes, cross-country skiing, snowshoeing, biking, and trail passes), facility bookings for shelters as well as multiple ice sheets, membership management, and point-of-sale capabilities.

• Vendor must provide at least three verifiable references from clients currently managing 50 or more campsites, and complimentary recreation programs and facility reservations (shelters, ice time, sports fields, etc.).

Platform & Accessibility

• System must offer fully native multilingual support across all user-facing pages and content (automated translation services such as Google Translate do not satisfy this requirement).

• Platform must be completely responsive and web-based, delivering consistent functionality across desktop, tablet, and mobile devices without requiring native mobile apps.

• Solution must achieve a minimum Google Lighthouse score of 90, demonstrating excellence in accessibility, performance, and page load optimization.

• Platform must comply with current Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards, or the most current applicable WCAG standard at the time of implementation, to meet ADA website accessibility requirements for public-sector entities.

Payment Processing & Hardware

• Platform must support Stripe or an equivalent industry-standard payment processor for transaction handling and reporting.

• Platform must accept modern payment methods including Apple Pay, Google Pay, and contactless Tap-to-Pay options.

• Support for Buy Now, Pay Later services (Klarna, Afterpay, Affirm) is preferred.

• Vendor must offer POS hardware for purchase with offline transaction support.

Performance & Reliability

• System must consistently support 5,000+ simultaneous users without degradation in performance.

• Service level agreements for uptime and performance must include provisions for financial remedies or contract termination if standards are not met.

Communication & User Experience

• Platform must enable scheduled communications through both email and SMS channels.

• User authentication must support social login options including Google, Facebook, LinkedIn, and Apple.

• Solution must deliver a visually driven discovery interface enabling intuitive browsing of programs, facilities, campsites, and membership options.

Additional Modules & Features

• Integrated program, camp, class, and membership registration functionality required.

• Native event ticketing solution must be included at no additional charge.

• Dedicated merchandise and concessions sales module must be provided.

Vendor Requirements & Support

• Vendor’s primary engineering and design operations must be located within the Continental United States.

• Ongoing platform improvements, design enhancements, and feature updates must be included without additional fees.

• Vendor must provide professional photography services for all facilities, campgrounds, recreation centers, and reservable areas.

Technical Standards & Compliance

• Platform must be developed using modern, mobile-optimized web frameworks (such as

React, Vue, or Next.js).

• Vendor must maintain current SOC 2 Type I and Type II certifications.

• PCI Level 1 standards must be maintained for all payment systems, and HIPAA compliance must be maintained where applicable.

Supplemental Information & Pricing Assumptions

The following information is provided to ensure all vendors are responding to a common operating context and shared assumptions regarding scope, scale, implementation, and pricing.

This information is intended to support consistent, comparable proposals and a clear understanding of the County’s operational environment and expectations. Vendors should use this information when preparing pricing, timelines, and supporting details.

County & Department Context

• County: Marathon County

• Department: Wausau/Marathon County Parks, Recreation and Forestry

• System Scope: Department-only use; one centralized system

• Key Assets Managed: 3 campgrounds / 164 campsites, 2 ice sheets, 90+ reservable shelters or spaces, numerous programs, memberships, and POS locations

• Annual Transaction Volume: Approx. $1.5 million

• Estimated Users: 10+ administrative staff, 50+ seasonal users

• Usage: Year-round, in-office, seasonal locations, and public online access

• Public-Facing System: Yes (residents and non-residents)

• Priority: Customer-friendly online portal

Scope of Requested Pricing

• Pricing for a complete turnkey solution, including all required modules

• Vendors are permitted to provide multiple pricing options, however all submissions must provide a pricing structure through December 31, 2028 and two (2) one -year optional renewal options.

• Separate one-time implementation costs from ongoing annual costs

• Include all fees required to go live, along with assumptions, exclusions, and optional add-ons

• Clearly separate County-paid fees from customer-facing fees, if applicable

• Vendor standard pricing formats are acceptable; include line-item pricing and a summary total

• If vendor pricing or licensing is based on a calendar-year model, vendors must provide prorated pricing for the remainder of calendar year 2026, as well as full annual pricing for subsequent years. Pricing should clearly identify any prorations, transition periods, or assumptions related to contract start dates.

Implementation & Onboarding

• Implementation to be included in base pricing and itemized (project management, configuration, data migration, testing, go-live support)

• Provide an estimated implementation timeline with milestones

• System must be live on or before November 3, 2026

• Vendor to identify County staff time requirements and dependencies

Data Migration

• Only active/current data to be migrated (no full historical migration)

• Limited future reservations or transactions prior to cutover

• Migration costs included in base implementation pricing

• Vendor responsible for data mapping, validation, and County sign-off

Training & Support

• Initial training included for administrative, frontline, and seasonal staff

• All training materials and documentation included

• Any training delivery method acceptable; vendor to specify

• Post-launch support included in base pricing

• Optional enhanced support tiers may be described and priced separately

Annual & Recurring Costs

• Itemize annual costs separately from one-time costs

• Include licenses, subscriptions, hosting, maintenance, and support

• Disclose any annual price escalators

• Optional modules/add-ons priced separately with a summary total

Customer-Facing Fees & Payment Processing

• Platform must support Stripe or equivalent industry-standard payment processing, Apple Pay, Google Pay, Tap-to-Pay, and Buy Now/Pay Later services

• Clearly list all fees charged to the County and to customers and/or users.

• Identify per-transaction, percentage-based, or flat fees

• Describe settlement timing and reporting

• Confirm PCI Level 1 compliance and HIPAA compliance where applicable

Hardware & POS

• Department will purchase hardware; vendor to recommend supported devices

• Hardware must support offline transactions

• Hardware must integrate with software and payment processors

• Describe installation, setup, and staff training support

Financial Systems Integration

• The County currently utilizes Teller Cashiering for cashiering operations and Workday for financial management, accounting, and reporting. The proposed solution must support integration with these systems or provide reliable, secure export/import functionality to facilitate financial reconciliation, reporting, and data exchange.

Acceptable methods may include API-based integrations or standardized file-based exports/imports (e.g., CSV, XML). Vendors must describe available integration options, supported data formats, data frequency, and any associated costs, limitations, or dependencies.

Technical & Compliance Confirmation

• Vendors must affirm compliance with technical requirements and identify any deviations

• Equivalent industry-standard solutions may be provided with documentation or references

• Confirm SOC 2 Type I & II, PCI Level 1, and HIPAA compliance where applicable

• Confirm use of modern web frameworks or equivalent technologies

• System must provide audit trails, reporting, and administrative controls

Vendor Qualifications & References

• Provide at least three verifiable public-sector references managing 50+ campsites or comparable facilities

• Confirm primary engineering/design operations in the Continental U.S.

• Provide years in business and financial stability information

• Confirm inclusion of professional photography services for facilities

Submission

• Vendor standard response format acceptable

• Line-item pricing and summary total required

• Provide contact information for follow-up

Security

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

• Two-Factor Authentication

• 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.

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

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

• Please provide a copy of the most recent SOC II evaluation

• See Exhibit A – Breach Notification Agreement

Support SLAs and Uptime agreements

• State your uptime SLA.

• State what your RTO and RPO are for hosted sites.

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

• State what your standard support business hours are.

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

• 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.

Cloud solutions

• 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.

• 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).

• For any cloud-based software, Provider shall have a security audit annually and provide the resulting report to CCITC within 1 month of receipt at no charge to CCITC. The report shall also include Provider’s plans and schedule to mitigate any issues identified.

Provider shall inform CCITC on a monthly basis of the resolution of any identified risks.

2. PROPOSAL SELECTION ACTIVITY SCHEDULE AND

PROCESS

The selection process and related milestone activities are as follows:

A. PROPOSAL DUE DATE

Monday, February 16, 2026, by 12:00 PM CST Any questions must be submitted no later than Noon on Friday, February 6, 2026

B. PROPOSAL REVIEW

Proposals will be reviewed the week of February 16th.

C. PROPOSAL SELECTION CRITERIA

Insert proposal evaluation criteria – examples below

1. Ability to process camping reservations, facility reservations, event registrations, program registrations and point of sale.

2. Capability of year-round use by administrative and seasonal staff at multiple locations

3. Customer-friendly online portal

4. References

5. Service costs, timeframe

6. Proposed Cost including implementation cost, annual cost, cost per transaction, differentiation between county paid costs and customer facing fees

3. SPECIFIC REQUIREMENTS AND PROVISIONS

One electronic copy emailed with the subject being in the email. MARATHON COUNTY

RECREATION SOFTWARE UPDATE

A. Point of contact is Marcus Aumann

B. Email any questions to Marcus.Aumann@marathoncounty.gov no later than 12:00PM on Friday, February 6, 2026. Responses to all questions received will be issued via addendum by 4:30PM Wednesday, February 11, 2026 posted on Marathon County Website, www.marathoncounty.gov.

C. Any restrictions on the use of data contained within your proposal must be clearly stated in the proposal itself. From the time proposals are received until completion of negotiations with the selected firm, no proposals will be handled to permit disclosure of the contents to competing offerors. Due to public records law considerations, non-disclosure cannot be guaranteed after completion of the negotiation phase of this procurement.

D. Marathon County reserves the right to reject in whole or in part all proposals, to waive any informalities, and to accept the proposal determined to be in its best interest. This solicitation for proposals may also be canceled in whole or in part if determined to be in the best interest of Marathon County.

E. Receipt of proposals and subsequent award of the contract will be governed by the Marathon County Procurement Code. Marathon County will enter discussions with the highest ranked responsible proposer in accordance with the Procurement Code. The final scope of the project may vary from the proposal depending on needs and resources. If Marathon County is unable to successfully conclude negotiations with the highest ranked responsible proposer, negotiations will be held with the next highest ranking responsible proposer. The contract shall then be awarded pursuant to the Procurement Code to the responsible proposer whose proposal is determined to be the most advantageous to Marathon County taking into consideration past performance, price, and the evaluation factors set forth herein. All proposals shall be a matter of public record upon award of the contract.

F. Marathon County is not responsible for any technical issues, errors, or delays related to the electronic submissions of proposals. It is the sole responsibility of the proposer to ensure that all documents are submitted and received successfully, completely, and on time through the designated electronic system or platform. Proposers are strongly encouraged to allow sufficient time to address any technical problems that may arise. Late, incomplete, or corrupted submissions, regardless of the cause, may be disqualified from consideration at the sole discretion of the County. Proposers are also strongly encouraged to confirm receipt of electronic submissions with a separate communication (e.g., e-mail, phone call) to the Marathon County staff member who is the lead for the procurement they are responding to.

Marathon County is not responsible for electronic submissions that are undelivered or filtered as junk mail or spam communications.

4. PROPOSAL CONTENTS

A. Detailed information for software system that meets the scope of work outlined in this document

B. Provide at least three verifiable public-sector references from clients currently managing 50 or more campsites, and complimentary recreation programs and facility reservations (shelters, ice time, sports fields, etc.).

C. Please provide a Fee Proposal that includes the following items:

1. Proposed cost based on $1.5 million in revenue through the system, specify whether the cost is per year or per transaction

2. Vendors are permitted to provide multiple pricing options, however all submissions must provide a pricing structure through December 31, 2028 and two (2) one -year optional renewal options.

3. Include implementation costs

4. Specify any additional costs for modules, service, processing

5. Clearly list all fees charged to the County and to customers and/or users.

6. Length of Warranty and what is included.

7. Service Agreement.

MARATHON COUNTY STANDARD TERMS AND CONDITIONS

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. Marathon County shall be the sole judge of equivalency. Construction Managers are cautioned to avoid bidding/proposing alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the Construction Managers letterhead, signed, and attached to the response to request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the Construction Manager shall be held liable.

3.0 ACCEPTANCE-REJECTION OF BIDS OR PROPOSALS: Marathon County reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of Marathon County. 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 Marathon County.

6.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment and labor purchased because 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 Construction Managers.

7.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified. Failure of the Vendor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render Construction Managers liable for all costs more than 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 Construction Managers 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: Marathon County normally will pay properly submitted Construction Managers 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: Marathon County 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. Marathon County, 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. Marathon County 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 because 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 Marathon County and Construction Managers 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. Construction Managers shall always 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. Marathon County reserves the right to cancel this contract if Construction Managers 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 Marathon County must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

13.1 Construction Managers shall execute and maintain their work to avoid injury or damage to any persons or property. Construction Managers shall comply with the requirements and specifications relating to safety measures, applicable operations or kinds of work. In carrying out its work, Construction Managers 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 Construction Managers 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 Marathon County, a public entity. Construction Managers 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: Construction Managers shall not commence work under this contract until all insurance required under this paragraph is obtained, and such insurance has been approved Marathon County, nor shall Construction Managers 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, Construction Managers shall require the subcontractor similarly to provide statutory Workers' Compensation Insurance for all the latter's employees, unless such employees are covered by the protection afforded by Construction Manager.

14.2 General Liability, Professional Liability and Property Damage Insurance.

Construction Manager 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 Construction Manager, 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:

• General Liability $5,000,000 for bodily injury and Property Damage.

• Professional Liability Coverage, $1,000,000 per occurrence and $5,000,000 in aggregate.

• Automobile Liability $5,000,000 per occurrence.

• Excess Liability Coverage, $ 5,000,000 over the Liability and Automobile Liability Coverage.

14.3 Marathon County reserves the right to require higher or lower limits where warranted.

14.4 Marathon County reserves the right to require additional security, including, but not limited to, bid bonds or performance bonds as specifically set forth in its request for bids or proposals.

14.5 PROOF OF INSURANCE: Construction Manager shall furnish the County with a Certificate of Insurance countersigned by a Wisconsin Resident Agent or Authorized Representative of the insurer indicating that Construction Manager 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 this 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.

15.0 CANCELLATION / TERMINATION: Marathon County reserves the right to:

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

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

16.0 CONTRACT MODIFICATIONS: The scope of the services to be performed under this Contract may be amended or supplemented by mutual written agreement between the parties to the Contract. This amendatory provision shall not operate to prevent Marathon County 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 Construction Manager hereunder. Furthermore, this amendatory provision shall not operate to prevent the County from canceling any of the services not yet performed or any deliveries not yet made at the time notice is given to Construction Manager of the cancellation of such services or portion of the work to be performed hereunder.

17.0 ASSIGNMENT: No right or duty in whole or in part of the scope of work under this contract may be assigned or delegated without the prior written consent of Marathon County.

18.0 PATENT INFRINGEMENT: The Construction Manager selling articles to Marathon County as described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The Construction Manager covenants that it will at its own expense defend every suit which shall be brought against Marathon County (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.

19.0 PUBLIC RECORDS ACCESS: Marathon County is a political subdivision of the State of Wisconsin and as such is subject to the Wisconsin Public Records Law. It is the policy of Marathon County to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid openings are public unless otherwise specified. Evaluations of responses to requests for proposals are subject to further discussion, clarification, and negotiation. Records of bids and responses to requests for proposals will not be available for public inspection prior to issuance of the award of the contract.

20.0 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 the Construction Manager’s responsibility to defend the determination in the event of an appeal or litigation.

20.1 Data contained in a bid/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 Marathon County.

20.2 Any material submitted by Construction Manager in response to Marathon County’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. Bid/proposal prices cannot, under any circumstances, be held confidential.

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

21.0 CONFIDENTIALITY OF MARATHON COUNTY’S DATA: In the event work conducted under this contract requires Construction Manager to have access to Marathon County’s database via Internet, direct contact or other connection to allow the provision of installation, support and maintenance services, Construction Manager agrees to keep all such data confidential and to execute any reasonable agreement to assure Marathon County that Construction Manager 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 Construction Manager or its agents, employees, successors, assigns or subcontractors. Construction Manager shall defend and incur all costs, if any, for actions that arise because of noncompliance by Construction Manager its agents, employees, successors, assigns and subcontractors regarding the confidentiality restrictions herein.

22.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of Marathon County, any of its 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 Marathon County. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of Marathon County’s purchasing agent.

23.0 MUTUAL HOLD HARMLESS/INDEMNIFICATION: Construction Manager hereby agrees to release, indemnify, defend, and hold harmless Marathon County, 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 acts or omissions of Construction Manager’s officers, officials, employees, agents or assigns. Marathon County hereby agrees to release, indemnify, defend, and hold harmless Construction Manager Construction Manager, 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 acts or omissions of Marathon County’s officers, officials, employees, agents or assigns.

Marathon County does not waive, and specifically reserves, its rights to assert all affirmative defenses and limitations of liability as specifically set forth in Wisconsin Statutes, Chapter 893, and related statutes.

24.0 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.

25.0 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/order.

26.0 DISPUTE RESOLUTION: This Contract and the performance of the parties’ obligations hereunder will be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, including conflict of law provisions. Construction Manager consents to personal jurisdiction in the State of Wisconsin. The venue of any action hereunder shall be in Marathon County, Wisconsin. 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.

27.0 INDEPENDENT CONTRACTOR STATUS: The parties hereto agree that Construction Manager, 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 Construction Manager shall not be entitled to any of the rights, benefits, salaries, wages, or fringe benefits which employees of Marathon County are eligible to receive. No federal, state, or local taxes or social security deductions or contributions shall be made by Marathon County on behalf of the Construction Manager.

Neither Marathon County nor Construction Manager will represent itself as the agent or legal representative of the other or as partner or joint venture 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, the Construction Manager 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 venture with, or partner of, Marathon County.

28.0 NON-DEBARMENT CLAUSE: Construction Manager 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 contractual relationships with any governmental entity. The Construction Manager further agrees and certifies that this clause shall be included in any subcontract of this contract. Marathon County 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.

29.0 STATEMENT OF COMPLIANCE: Construction Manager has carefully reviewed Marathon County's required contract language, as set forth in the Request for Proposal/Bid 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.

30.0 WAIVER/SEVERABILITY: No waiver of any default hereunder 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.

Exhibit A –Breach Notification Agreement – To Be Finalized with Award of Contract

I. Definitions.

i. Breach, data breach, or security breach, as used in this section, is defined as an unintended, unknown or unauthorized access to data created, maintained, stored, processed, or otherwise available on servers, networks, or end point devices utilized by Provider in the course of its business.

II. Notification requirements.

i. Provider agrees to notify CCITC when any Provider system that may access, process, or store CCITC data is subject to unintended access, regardless of whether such access actually occurs or whether CCITC’s data is directly impacted. In this section, unintended access includes compromise by a computer worm, search engine web crawler, password compromise, or access by an individual or automated program. Provider agrees to notify CCITC within 48 hours of the discovery of the availability of this unintended access by providing notice via email to daryn.white@ccitcwi.gov.

ii. Provider agrees to notify CCITC within 24 hours if there is a threat to Provider’s product as it pertains to the use, disclosure, and security of CCITC’s data. Provider agrees to notify CCITC by providing notice via email to daryn.white@ccitcwi.gov.

iii. If an unauthorized use or disclosure of any CCITC data occurs, Provider must provide written notice within 24 hours after Provider’s discovery of such use or disclosure and all information CCITC requests concerning this unauthorized use or disclosure. Provider agrees to notify CCITC by providing notice via email to daryn.white@ccitcwi.gov. Provider’s notice shall identify (i) the nature of the unauthorized use or disclosure; (ii) the data used or disclosed; (iii) who made the unauthorized use or received the unauthorized disclosure; (iv) what Provider has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and

(v) what corrective action Provider has taken or shall take to prevent future similar unauthorized use or disclosure. Provider shall provide such other information, including a written report, as reasonably requested by

CCITC.

mailto:daryn.white@ccitcwi.gov mailto:daryn.white@ccitcwi.gov mailto:daryn.white@ccitcwi.gov

iv. 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.

III. Remote Access. If Provider requires remote access to CCITC’s network, servers, or end users, Provider shall comply with all remote access guidelines promulgated by CCITC, including, but not limited to, the following:

i. Provider’s remote access will be available only upon request and only for a designated time. Provider’s access will not be available at all times and access will be terminated at a set time determined by CCITC.

ii. Provider will not be allowed super user, administrator, or domain administrator privileges on CCITC servers.

iii. Provider shall access CCITC’s network, services, or end users through SecureLink or a similar product that does not create a private network between Provider and CCITC.

iv. Provider shall identify to CCITC an explanation of what methods of remote access it uses for other customers and how such access is secured.

IV. Provider policies. Provider shall have policies and procedures in place for effective management of security breaches. Provider shall provide to CCITC its policy relative to performance of background checks on staff, at hire and routinely, and its policy on how it handles candidates or current employees that have a felony or misdemeanor conviction related to criminal theft of money, products, or information. Provider shall provide to CCITC an explanation of how login credentials, including passwords and user names, for access to CCITC servers and content are protected at rest and while in motion.

V. Compliance with laws. Provider agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized release of personally-identifiable information or other event requiring notification. In the event of a breach of any of Provider’s security obligations or other event requiring notification under applicable law, Provider agrees to assume responsibility for informing all such individuals in accordance with applicable law and to indemnify, hold harmless and defend CCITC, its constituent entities, officers, and employees, from and against any claims, damages, or other harm related to such breach.

VI. Data storage. Provider shall identify to CCITC whether any of its data will be stored outside of the borders of the United States.

VII. Cloud solutions. For any cloud-based software,

i. 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…