RFP 15007 Addendum 1.pdf

Rev. 07/28/2016-Addendum 1.doc

Finance Department David P. Schmiedicke, Finance Director City-County Building, Room 406 Purchasing Services 210 Martin Luther King, Jr. Boulevard Madison, Wisconsin 53703 Phone: (608) 266-4521 Fax: (608) 266-5948 finance@cityofmadison.com www.cityofmadison.com/finance/purchasing

DATE: March 04, 2026

RE: ADDENDUM 1

15007-0-2026-TJ

Consulting Services for Warner Park Southeast Recreation Area Improvements

Notice to All Bidders:

Please note: The sample contract originally included in the RFP was not the correct version. The correct sample contract is provided below as part of this addendum, along with Attachment B: Geotechnical Exploration Report.

Please note the following responses to the questions received:

Question 1:

Pickleball Courts Complex: Who is the design consultant for the eight-court pickleball complex currently in development, and will that consultant remain engaged through construction?

Answer 1:

Parks Division staff are designing the pickleball complex in-house and will oversee bidding/construction of the pickleball project. The consultant shall be responsible for coordination with the construction of the pickleball court complex on items such as layout location, grading, and electrical.

Question 2:

Site Layout / Concept Plan: Please confirm whether the layout shown represents the intended concept to carry forward into Design Development, or if revisions are anticipated.

Answer 2:

The design work shown in Attachment A was approved by City of Madison Board of Park Commissioners in 2024 and should be treated as the intended grading and layout concept. Consultants will take the layouts/grading study, revise the work, and create a fully buildable set of construction drawings.

Attachment A should be viewed as a schematic level document for the design and the consultant shall be responsible for next phases (Design Development, 75% CDs, 100% CDs, stamped final drawings).

Question 3:

Geotechnical Information: Is there existing soil data/geotechnical report that can be shared?

mailto:finance@cityofmadison.com http://www.cityofmadison.com/finance/purchasing

March 4, 2026

3/4/2026-Addendum 1.doc

Answer 3:

Parks Division will provide any relevant geotechnical information we have with the issuance of the addenda as an attachment (Attachment B). If necessary, Park Division staff will secure any additional geotechnical information that is needed.

Question 4:

Construction Budget Clarification: The RFP identifies an anticipated $2,000,000 construction budget. Please confirm whether this budget includes: sports lighting construction costs, design/construction administration fees, City held contingency, etc.?

Answer 4:

The estimated budget of $2,000,000 is for construction only. Project soft costs will utilize a separate funding stream.

Question 5:

Bid Structure: Will the project be bid as a single lump sum contract, or with unit price bid items?

Answer 5:

The contract will be awarded to the lowest responsible bidder. Bid award will be based on contract total which is a summary of unit cost.

Question 6:

Survey: There appears that a survey was already conducted of the site, to aide in the pickleball court design.

Should the Consultant include scope and cost to update or verify existing conditions (as-built verification), or is the provided survey considered current and complete?

Answer 6:

Parks Division has a survey on file from 2020. Consultants shall provide scope to verify the survey and include new improvements, such as the pickleball construction.

Question 7:

Scope: In addition to the five (5) multi-use fields, should the Consultant assume inclusion of:

Natural turf vs. synthetic turf?

Bleachers Press boxes Scoreboards Site furnishings Walkways/ Plaza areas Future

Answer 7:

The two main priorities of the construction funding for this project are to re-grade the entire site to be suitable for the fields and install new lighting. In addition to the priority items, the consultant shall provide design services for the additional scope with the understanding that the construction project will be bid with add-alternates and awarded as funding allows.

• Natural turf vs. synthetic turf? The fields will be seeded with natural turf grass.

Cricket pitches may need synthetic turf and will be included as funding allows.

• Bleachers - Yes as funding allows

• Press boxes - No

• Scoreboards - No but design shall include provisions for future installation

• Site furnishings - Benches and bike racks as funding allows

• Walkways / plaza areas - Multi-use paths shall be included in the project scope. A plaza is not a part of the project.

• Future – Other fields/amenities to be incorporated into the master layout? The consultant shall consider the entire proposed path network that is shown in Attachment A (including future) as part of the design. The cost estimate will determine what can be installed at this phase of the project.

Question 8:

Wetlands: The WDNR Surface Water Data Viewer is showing wetland indicators, therefore, a delineation will be required. Was a delineation completed for the pickleball courts complex that could be shared?

Answer 8:

The Parks Division has a wetland delineation on file from 2020 that will be provided and if necessary, will secure any additional information needed.

Question 9:

Electrical Engineer Coordination: Does the City have a preferred electrical engineering consultant, or should the proposing team include their own?

Answer 9:

Consultants should put together their own team.

Question 10:

Construction Administration Responsibilities: During construction, will the City be managing overall contractor schedule coordination, or is the Consultant expected to lead scheduling discussions?

Answer 10:

The consultant shall develop a construction meeting schedule, provide agenda, hold meetings and provide scopes. Parks staff will attend the meetings to provide guidance as necessary.

Question 11:

Will the City be contracting with a Geotech Engineer to review any import fill and compaction requirements or is this something the consultant should include in their proposal?

Answer 11:

Parks Division has a contract with CGC Inc. to provide consulting services for geotechnical information on an as needed basis and will allocate additional funding to determine what settlement monitoring is required.

Question 12:

Will an alta survey and title report that shows all existing easements be provided?

Answer 12:

An ALTA survey is not needed. Parks Division can provide land record information.

Question 13:

What are the limits of the artificial turf vs standard turf?

Answer 13:

The fields will be standard turf.

Question 14:

What is the scope anticipated for the LA on the project?

Answer 14:

The LA shall work with the project civil engineer on site design, layout, and planting design for screening.

The scope depends on your organizational structure.

Question 15:

Geotech: Does this include the reporting and the settlement plan? Are we just coordinating with the geotech?

Or is the COM providing the geotech and we need a sub to create the settlement plan?

Answer 15:

Parks Division has a contract with CGC Inc. to provide consulting services for geotechnical information on an as needed basis and will allocate additional funding to determine what settlement monitoring is required.

Question 16:

Section 5.2 says to surveying existing conditions. But it also mentions that site survey will be provided. Is it anticipated that supplemental survey will be needed?

Answer 16:

Parks Division has a survey on file from 2020. Consultants shall provide scope to verify the survey and include new improvements, such as the pickleball construction.

Question 17:

Will City provide preferred items for site amenities, or will we be recommending/specifying this information?

Answer 17:

Additional preferred items will be provided not shown in the plan will be provided by the Parks Division.

Re-grading of the site and installing new lighting are the priority for the funding available. Potential site amenities will include but are not limited to multi-use paths, benches, bike racks, bleachers, and cricket pitches.

Question 18:

Will concrete footings for MUSCO light poles be designed by MUSCO? Or will that be a consultant design based on soil conditions and specified equipment?

Answer 18:

MUSCO provides stamped structural footing designs per the geotechnical information.

Question 19:

Will there be a centralized lighting control system for all athletic field lights, or will each MUSCO pole have its own control panel/disconnect mounted to itself?

Answer 19:

Centralized system

Question 20:

Pole/Fixture Summary from MUSCO (page 1 - Attachment A) appears to indicate circuit designations. Do those correlate to a panel schedule that has been pre-designed, or is the assumption that circuit design will be provided by the consultant?

Answer 20:

Consultant shall provide the panel schedule and design.

Question 21:

Pickleball courts are indicated to be constructed via separate contract, but MUSCO Illumination summary (page 7 - Attachment A), indicates Pickleball lighting is included in the scope. Is Pickleball court lighting to be installed with this project, or are we making provisions for future lighting with a separate contract?

Answer 21:

Adding the pickleball court lighting is part of the scope for the project. Conduit, pull boxes, tracer wire and pull tape will be included in the separate pickleball project where needed

Question 22:

Should the scope of work include provisions for electric to future sun shelter and future basketball court?

Answer 22:

No.

Bidders must acknowledge receipt of this addendum accordingly on RFP page 15, Proposal Checklist.

Please direct any other questions to the Purchasing contact person below.

Tammy Jones City of Madison Purchasing Services tjones@cityofmadison.com

Rev. 12/10/2025-posDesignProf (2).docx

For City Use Only:

Contract Expiration Date: Contract/Project Name:

Does the contract include renewals? Yes No Are the renewals Automatic or Optional? Automatic Optional No. of renewals: Duration of each renewal:

City of Madison

CONTRACT FOR PURCHASE OF SERVICES

1. PARTIES.

This is a Contract between the City of Madison, a Wisconsin municipal corporation (“City”) and ("Contractor").

The Contractor is a: Corporation Limited Liability Company General Partnership LLP (to be completed by contractor) Sole Proprietor Unincorporated Association Other: .

2. PURPOSE.

The purpose of this Contract is as set forth in Section 3.

3. SCOPE OF SERVICES AND SCHEDULE OF PAYMENTS.

Contractor will perform the following services and be paid according to the following schedule(s) or attachment(s):

Attachment A: (name) (List all attachments here by name, and label and attach them, in order.)

Attachment B: (name)

Order of Precedence: In the event of a conflict between the terms of this Contract for Purchase of Services and the terms of any document attached or incorporated herein, the terms of this Contract for Purchase of Services shall control and supersede any such conflicting term.

4. TERM AND EFFECTIVE DATE.

This Contract shall become effective upon execution by the Mayor, (or the Purchasing Agent, if authorized) on behalf of the City of Madison, unless another effective date is specified in the Attachment(s) incorporated in Section 3, however in no case shall work commence before execution by the City of Madison. The term of this Contract shall be complete the sentence using one of the sample clauses below; and the renewal clause only if renewals are part of this contract. Delete the clauses you are NOT using.

from to .

year(s) from the date of final signature by the City.

months from the date of final signature by the City.

year(s) from (insert a hard start date) .

months from (insert a hard start date) .

As set forth in (reference exhibit or attachment above and the section number of that document where the contract term is described..

Add this language only if renewal terms have been agreed and authorized:

This contract may be renewed in writing, signed by authorized representatives of each party, for up to (number of total renewal terms) of renewal terms of (length of each renewal such as one (1) year) year(s) each.

5. CONTRACT PRICE.

It is expressly understood and agreed that in no event will the total Contract price paid by the City exceed:

a total of $ .

The pricing set forth in (refer to an exhibit/attachment listed above) .

Other: (specify details here) .

6. BASIS FOR PAYMENT.

A. GENERAL.

(1) The City will pay Contractor for completed and accepted services rendered and any goods or products under this Contract at the Contract Price set forth in Section 5. Such payment shall be full payment for services rendered and for all labor, material, supplies, equipment and incidentals necessary to complete the services. Payment in excess of the total Contract price will not be allowed unless authorized by a formal amendment signed by authorized representatives of both parties.

(2) Payment Schedule: The City will pay the Contractor in accordance with the schedule, if any, set forth in Section

3. Final payment of any balance due the Contractor will be made upon acceptance by the City of the services and any deliverables required by the Contract and upon receipt by the City of documents required to be returned or to be furnished by the Contractor.

(3) Invoicing: The Contractor shall submit invoices in a format approved by the City and as may be further specified in Section 3 of this Contract. Invoices shall include date(s) services are performed. If this Contract contains more than one product or service, invoices shall be itemized accordingly. The final invoice, if applicable, shall be submitted to the City in accordance with any agreed invoicing schedule but in no case later than thirty (30) days after completion of services and delivery of any goods.

(4) Payment shall not be construed as City acceptance of unsatisfactory or defective services or improper materials.

(5) The City has the equitable right to set off against any sum due and payable to the Contractor under this Contract, any amount the City determines the Contractor owes the City, whether arising under this Contract or under any other Contract or otherwise.

(6) The City will not compensate for unsatisfactory performance by the Contractor.

B. EXTRA SERVICES OR DECREASED SERVICES.

(1) The City may request, in writing, extra services or decreased services, as defined in Section 10 of this Contract.

Unless the Contractor believes the extra services entitle it to extra compensation or additional time, the Contractor shall proceed to furnish the necessary labor, materials, and professional services to complete the services within the time limits, if any, specified in this Contract.

(2) If in the Contractor's opinion the order for extra service would entitle it to extra compensation or extra time, or both, the Contractor shall not proceed to carry out the extra service, but shall notify the City, pursuant to Section 15 of this Contract. The notification shall include the justification for the claim for extra compensation or extra time, or both, and the amount of additional fee or time requested.

(3) The City shall review the Contractor's submittal and respond in writing, either authorizing the Contractor to perform the extra service, or refusing to authorize it. The Contractor shall not receive additional compensation or time unless the extra compensation is authorized by the City in writing.

7. ASSIGNABILITY/SUBCONTRACTING.

Contractor shall not assign or subcontract any interest or obligation under this Contract without the City's prior written approval or unless expressly stated otherwise in an attachment incorporated in Section 3. Unless the City has expressly approved subcontracting, all of the services required hereunder will be performed by Contractor and employees of Contractor.

8. DESIGNATED REPRESENTATIVE.

Contractor designates as Contract Agent with primary responsibility for the performance of this Contract. If the Contract Agent resigns, is replaced, or is no longer acting as Contract Agent for any reason, Contractor will notify the City in writing of the change, and propose a replacement Contract Agent within seven (7) calendar days. The City may accept another person as the Contract Agent or may terminate this Contract under Section 25, at its option.

9. PROSECUTION AND PROGRESS.

A. Services under this Contract shall commence upon written order from the City to the Contractor, which order will constitute authorization to proceed; unless another date for commencement is specified elsewhere in this Contract including documents incorporated in Section 3.

B. The Contractor shall complete the services under this Contract within the time for completion as specified in the attachment(s) listed in Section 3. The Contractor's services are completed when the City notifies the Contractor in writing that the services are complete and are acceptable. The time for completion shall not be extended because of any delay attributable to the Contractor, but it may be extended by the City in the event of a delay attributable to the City, or in the event of unavoidable delay caused by war, insurrection, natural disaster, or other unexpected event beyond the control of the Contractor. If at any time the Contractor believes that the time for completion of the work should be extended because of unavoidable delay caused by an unexpected event, or because of a delay attributable to the City, the Contractor shall notify the City as soon as possible, but not later than seven (7) calendar days after such an event. Such notice shall include any justification for an extension of time and shall identify the amount of time claimed to be necessary to complete the work.

C. Services by the Contractor shall proceed continuously and expeditiously through completion of each phase of the work.

D. Progress reports documenting the extent of completed services shall be prepared by the Contractor and submitted to the

City with each invoice, and at such other times as the City may specify, unless another procedure is specified in Section 3.

E. The Contractor shall notify the City in writing when the services under this Contract have been completed. When the City determines that the services are complete and are acceptable, the City will provide written notification to the Contractor, acknowledging formal acceptance of the completed services.

10. EXTRA SERVICES.

The City may require the Contractor to perform extra services or decreased services, according to the procedure set forth in Section

6. Extra services or decreased services means services which are not different in kind or nature from the services called for in Section 3, but which may increase or decrease the quantity and kind of labor or materials or expense of performing the services. Extra services may not increase the total Contract price set forth in Section 5, unless the Contract is formally amended.

11. NO WAIVER.

No failure to exercise, and no delay in exercising, any right, power or remedy hereunder on the part of the City or Contractor shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver shall affect any event or default other than the event or default specified in such waiver, and any such waiver, to be effective, must be in writing and shall be operative only for the time and to the extent expressly provided by the City or Contractor therein. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.

12. NONDISCRIMINATION.

During the term of this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, marital status, age, color, sex, handicap, national origin or ancestry, income level or source of income, arrest record or conviction record, less than honorable discharge, physical appearance, sexual orientation, gender identity, political beliefs or student status. Contractor further agrees not to discriminate against any subcontractor or person who offers to subcontract on this Contract because of race, religion, color, age, disability, sex, sexual orientation, gender identity or national origin.

13. AFFIRMATIVE ACTION.

A. The following language applies to all contractors employing fifteen (15) or more employees (MGO 39.02(9)(c):

The Contractor agrees that, within thirty (30) days after the effective date of this Contract, Contractor will provide to the City of Madison Department of Civil Rights (the “Department”), certain workforce utilization statistics, using a form provided by the City.

If the Contract is still in effect, or if the City enters into a new Contract with the Contractor, within one year after the date on which the form was required to be provided, the Contractor will provide updated workforce information using a second form, also to be furnished by the City. The second form will be submitted to the Department no later than one year after the date on which the first form was required to be provided.

The Contractor further agrees that, for at least twelve (12) months after the effective date of this Contract, it will notify the Department of each of its job openings at facilities in Dane County for which applicants not already employees of the Contractor are to be considered. The notice will include a job description, classification, qualifications, and application procedures and deadlines, shall be provided to the City by the opening date of advertisement and with sufficient time for the City to notify candidates and make a timely referral. The Contractor agrees to interview and consider candidates referred by the Department, or an organization designated by the Department, if the candidate meets the minimum qualification standards established by the Contractor, and if the referral is timely.

A referral is timely if it is received by the Contractor on or before the date stated in the notice.

The Department will determine if a contractor is exempt from the above requirements (Sec. 13.A.) at the time the Request for Exemption in 13.B.(2) is made.

B. Articles of Agreement, Request for Exemption, and Release of Payment:

The “ARTICLES OF AGREEMENT” beginning on the following page, apply to all contractors, unless determined to be exempt under the following table and procedures:

NUMBER OF EMPLOYEES LESS THAN $50,000

Aggregate Annual Business with the City*

$50,000 OR MORE

Aggregate Annual Business with the City*

14 or fewer Exempt** Exempt**

15 or more Exempt** Not Exempt

*As determined by the Finance Director **As determined by the Department of Civil Rights

(1) Exempt Status: In this section, “Exempt” means the Contractor is exempt from the Articles of Agreement in section 13.B.(5) of this Contract and from filing an Affirmative Action plan as required by Section IV of the Articles of Agreement.

The Department of Civil Rights (“Department”) makes the final determination as to whether a contractor is exempt. If the Contractor is not exempt, sec. 13.B.(5) shall apply and Contractor shall select option A. or B. under Article IV therein and file an Affirmative Action Plan.

(2) Request for Exemption – Fewer Than 15 Employees: (MGO 39.02(9)(a)2.) Contractors who believe they are exempt based on number of employees shall submit a Request for Exemption on a form provided by the Department within thirty (30) days of the effective date of this Contract.

(3) Exemption – Annual Aggregate Business: (MGO 39.02(9)(a)c.): The Department will determine, at the time this Contract is presented for signature, if the Contractor is exempt because it will have less than $50,000 in annual aggregate business with the City for the calendar year in which the contract is in effect. CONTRACTORS WITH 15 OR MORE EMPLOYEES WILL LOSE THIS EXEMPTION AND BECOME SUBJECT TO SEC. 13.B.(5) UPON REACHING $50,000

OR MORE ANNUAL AGGREGATE BUSINESS WITH THE CITY WITHIN THE CALENDAR YEAR.

(4) Release of Payment: (MGO 39.02(9)(e)1.b.) All non-exempt contractors must have an approved Affirmative Action plan meeting the requirements of Article IV below on file with the Department within thirty (30) days of the effective date of this Contract and prior to release of payment by the City. Contractors that are exempt based on number of employees agree to file a Request for Exemption with the Department within thirty (30) days of the effective date and prior to release of payment by the City.

(5) Articles of Agreement:

ARTICLE I

The Contractor shall take affirmative action in accordance with the provisions of this Contract to ensure that applicants are employed, and that employees are treated during employment without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin and that the employer shall provide harassment-free work environment for the realization of the potential of each employee. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship insofar as it is within the control of the Contractor. The Contractor agrees to post in conspicuous places available to employees and applicants notices to be provided by the City setting out the provisions of the nondiscrimination clauses in this Contract.

ARTICLE II

The Contractor shall in all solicitations or advertisements for employees placed by or on behalf of the Contractors state that all qualified or qualifiable applicants will be employed without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin.

ARTICLE III

The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining Agreement or other Contract or understanding a notice to be provided by the City advising the labor union or workers representative of the Contractor's equal employment opportunity and affirmative action commitments. Such notices shall be posted in conspicuous places available to employees and applicants for employment.

ARTICLE IV

(This Article applies to non-public works contracts.)

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison (MGO 39.02) including the Contract compliance requirements. The Contractor warrants and certifies that one of the following paragraphs is true (check one):

A. Contractor has prepared and has on file an affirmative action plan that meets the format requirements of Federal Revised Order No, 4, 41 CFR part 60-2, as established by 43 FR 51400 November 3, 1978, including appendices required by City of Madison ordinances or it has prepared and has on file a model affirmative action plan approved by the Madison Common Council.

B. Within thirty (30) days after the effective date of this Contract, Contractor will complete an affirmative action plan that meets the format requirements of Federal Revised Order No. 4, 41 CFR Part 60-2, as established by 43 FR 51400, November 3, 1978, including appendices required by City of Madison ordinance or within thirty (30) days after the effective date of this Contract, it will complete a model affirmative action plan approved by the Madison Common Council.

C. Contractor believes it is exempt from filing an affirmative action plan because it has fewer than fifteen (15) employees and has filed, or will file within thirty (30) days after the effective date of this Contract, a form required by the City to confirm exempt status based on number of employees. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

D. Contractor believes it is exempt from filing an affirmative action plan because its annual aggregate business with the City for the calendar year in which the contract is in effect is less than fifty thousand dollars ($50,000), or for another reason listed in MGO 39.02(9)(a)2. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

ARTICLE V

(This Article applies only to public works contracts.)

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison, including the Contract compliance requirements. The Contractor agrees to submit the model affirmative action plan for public works Contractors in a form approved by the Director of Affirmative Action.

ARTICLE VI

The Contractor will maintain records as required by Section 39.02(9)(f) of the Madison General Ordinances and will provide the City's Department of Affirmative Action with access to such records and to persons who have relevant and necessary information, as provided in Section 39.02(9)(f). The City agrees to keep all such records confidential, except to the extent that public inspection is required by law.

ARTICLE VII

In the event of the Contractor's or subcontractor's failure to comply with the Equal Employment Opportunity and Affirmative Action provisions of this Contract or Sections 39.03 and 39.02 of the Madison General Ordinances, it is agreed that the City at its option may do any or all of the following:

A. Cancel, terminate or suspend this Contract in whole or in part.

B. Declare the Contractor ineligible for further City contracts until the Affirmative Action requirements are met.

C. Recover on behalf of the City from the prime Contractor 0.5 percent of the Contract award price for each week that such party fails or refuses to comply, in the nature of liquidated damages, but not to exceed a total of five percent (5%) of the Contract price, or ten thousand dollars ($10,000), whichever is less. Under public works contracts, if a subcontractor is in noncompliance, the City may recover liquidated damages from the prime Contractor in the manner described above. The preceding sentence shall not be construed to prohibit a prime Contractor from recovering the amount of such damage from the noncomplying subcontractor.

ARTICLE VIII

(This Article applies to public works contracts only.)

The Contractor shall include the above provisions of this Contract in every subcontract so that such provisions will be binding upon each subcontractor. The Contractor shall take such action with respect to any subcontractor as necessary to enforce such provisions, including sanctions provided for noncompliance.

ARTICLE IX

The Contractor shall allow the maximum feasible opportunity to small business enterprises to compete for any subcontracts entered into pursuant to this Contract. (In federally funded contracts the terms "DBE, MBE, and WBE" shall be substituted for the term "small business" in this Article.)

14. SEVERABILITY.

It is mutually agreed that in case any provision of this Contract is determined by any court of law to be unconstitutional, illegal or unenforceable, it is the intention of the parties that all other provisions of this Contract remain in full force and effect.

15. NOTICES.

All notices to be given under the terms of this Contract shall be in writing and signed by the person serving the notice and shall be sent registered or certified mail, return receipt requested, postage prepaid, hand delivered to the addresses of the parties listed below, or via email if the party has provided an email address for the purpose below. Email notices are presumed delivered on the date the email is sent by the sender.

FOR THE CITY:

(Department or Division Head)

Email address if electing to receive notice via email:

FOR THE CONTRACTOR:

Email address if electing to receive notice via email:

16. INDEPENDENT CONTRACTOR AND TAX INFORMATION.

It is agreed that Contractor is an independent contractor and not an employee of the City, and any persons who the Contractor utilizes or provides for services under this Contract not employees of the City of Madison.

Contractor shall provide its taxpayer identification number (or social security number) to the Finance Director, 210 Martin

Luther King Jr. Blvd, Room 406, Madison, WI 53703, prior to payment. The Contractor is informed that as an independent contractor, Contractor may have a responsibility to make estimated tax returns, file tax returns, pay income taxes and make social security payments on the amounts received under this Contract. No amounts will be withheld by the City for these purposes and payment of taxes and making social security payments are solely the responsibility and obligation of the Contractor. The Contractor is further informed that they may be subject to civil and/or criminal penalties if they fail to properly report income and pay taxes and social security taxes on the amount received under this Contract.

17. GOODWILL.

Any and all goodwill arising out of this Contract inures solely to the benefit of the City; Contractor waives all claims to benefit of such goodwill.

18. THIRD PARTY RIGHTS.

This Contract is intended to be solely between the parties hereto. No part of this Contract shall be construed to add, supplement, amend, abridge or repeal existing rights, benefits or privileges of any third party or parties, including but not limited to employees of either of the parties.

19. AUDIT AND RETAINING OF DOCUMENTS.

The Contractor agrees to provide all reports requested by the City including, but not limited to, financial statements and reports, reports and accounting of services rendered, and any other reports or documents requested. Financial and service reports shall be provided according to a schedule (when applicable) to be included in this Contract. Any other reports or documents shall be provided within five (5) working days after the Contractor receives the City's written requests, unless the parties agree in writing on a longer period.

Payroll records and any other documents relating to the performance of services under the terms of this Contract shall be retained by the Contractor for a period of three (3) years after completion of all work under this Contract, in order to be available for audit by the City or its designee.

20. CHOICE OF LAW, VENUE, AND FORUM SELECTION.

This Contract shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles. For any claim or suit or other dispute relating to this Contract that cannot be mutually resolved informally, the venue shall be Dane County, Wisconsin, and the parties agree to submit themselves to the jurisdiction of a court of competent jurisdiction in said venue, to the exclusion of any other forum that may have jurisdiction over such a dispute according to any law.

21. COMPLIANCE WITH APPLICABLE LAWS.

The Contractor shall become familiar with, and shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations which in any manner affect the services or conduct of the Contractor and its agents and employees.

22. CONFLICT OF INTEREST.

A. The Contractor warrants that it and its agents and employees have no public or private interest, and will not acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the services under this Contract.

B. The Contractor shall not employ or Contract with any person currently employed by the City for any services included under the provisions of this Contract.

23. ENTIRE AGREEMENT.

This Contract for Purchase of Services, including any and all attachments, exhibits and other documents referenced in Section 3 (“Agreement” or “Contract ”) is the entire Contract of the parties and supersedes any and all oral contracts and negotiations between the parties. If any document referenced in Section 3 includes a statement that expressly or implicitly disclaims the applicability of this Contract for Purchase of Services, or a statement that such other document is the “entire agreement,” such statement shall be deemed rejected and shall not apply to this Contract.

24. AMENDMENT.

This Contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any change in any provision of this Contract may only be made by a written amendment, signed by the duly authorized agent or agents who executed this Contract.

25. TERMINATION.

A. In the event of a breach by the Contractor any of the covenants, agreements, commitments, or conditions of the Contract, if any such breach shall continue unremedied for a period of ten (10) days after written notice to Contractor, the City may, at its option and in addition to all other rights and remedies which it may have at law or in equity against Contractor, including expressly specific enforcement terminate this Contract and all rights of Contractor under this Contract.

B. Notwithstanding paragraph A., above, the City may in its sole discretion and without any reason terminate this Contract at any time by providing the Contractor not less than ten (10) days' written notice of termination. In the event of termination under this subsection, the City will pay for all work completed by the Contractor and accepted by the City through the effective date of the termination.

26. INDEMNIFICATION AND HOLD HARMLESS.

A. Indemnification. Subject to Wis. Stat. Sec. 443.20, the Contractor shall be liable to and hereby agrees to indemnify the City of Madison, and its officers, officials, agents, and employees against all loss or expense (including attorney’s fees) by reason of any claims, suits, liability, demands, losses, costs, damages, and expenses of every kind and description upon the City or its officers, officials, agents or employees for (i) losses proximately caused by the Contractor’s and/or any subcontractor’s negligent performance of the design professional services and only such losses that do not exceed the proportion of a loss caused by the negligent performance, and (ii) damages caused by Contractor’s and/or any subcontractor’s acts or omissions if such acts or omissions involve reckless, wanton, or intentional misconduct.

B. Hold Harmless. The Contractor agrees to hold harmless the City of Madison and its officers, officials, agents and employees from any and all claims, suits, liability, demands, losses, costs, damages, and expenses of every kind and description, arising from the negligent acts or omissions of the Contractor, its officers, officials, employees, or agents.

C. Survivability. This section 26 shall survive the termination or expiration of this Contract.

27. INSURANCE.

The Contractor will insure, and will require each subcontractor to insure, as indicated, against the following risks to the extent stated below. The Contractor shall not commence work under this Contract, nor shall the Contractor allow any Subcontractor to commence work on its Subcontract, until the insurance required below has been obtained and corresponding certificate(s) of insurance have been approved by the City Risk Manager.

Commercial General Liability The Contractor shall procure and maintain during the life of this Contract, Commercial General Liability insurance including, but not limited to bodily injury, property damage, personal injury, and products and completed operations (unless determined to be inapplicable by the Risk Manager) in an amount not less than $1,000,000 per occurrence. This policy shall also provide contractual liability in the same amount. Contractor’s coverage shall be primary and non-contributory and list the City of Madison, its officers, officials, agents and employees as additional insureds. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain insurance meeting the above criteria, applying on a primary basis and listing the City of Madison, its officers, officials, agents and employees as additional insureds.

Automobile Liability The Contractor shall procure and maintain during the life of this Contract Business Automobile Liability insurance covering owned, non-owned and hired automobiles with limits of not less than $1,000,000 combined single limit per accident. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain insurance covering each subcontractor and meeting the above criteria.

Worker’s Compensation The Contractor shall procure and maintain during the life of this Contract statutory Workers’ Compensation insurance as required by the State of Wisconsin. The Contractor shall also carry Employers Liability limits of at least $100,000 Each Accident, $100,000 Disease

– Each Employee, and $500,000 Disease – Policy Limit. Contractor shall require all subcontractors under this Contract (if any) to procure and maintain such insurance, covering each subcontractor.

Professional Liability The Contractor shall procure and maintain professional liability insurance with coverage of not less than $1,000,000. If such policy is a “claims made” policy, all renewals thereof during the life of the Contract shall include “prior acts coverage” covering at all times all claims made with respect to Contractor’s work performed under the Contract. This Professional Liability coverage must be kept in force for a period of six (6) years after the services have been accepted by the City.

Acceptability of Insurers. The above-required insurance is to be placed with insurers who have an A.M. Best rating of no less than A- (A minus) and a Financial Category rating of no less than VII.

Proof of Insurance, Approval. The Contractor shall provide the City with certificate(s) of insurance showing the type, amount, effective dates, and expiration dates of required policies prior to commencing work under this Contract. Contractor shall provide the certificate(s) to the City’s representative upon execution of the Contract, or sooner, for approval by the City Risk Manager. If any of the policies required above expire while this Contract is still in effect, Contractor shall provide renewal certificate(s) to the City for approval. Certificate Holder language should be listed as follows:

City of Madison ATTN: Risk Management, Room 406 210 Martin Luther King, Jr. Blvd.

Madison, WI 53703

The Contractor shall provide copies of additional insured endorsements or insurance policies, if requested by the City Risk Manager.

The Contractor and/or Insurer shall give the City thirty (30) days advance written notice of cancellation, non-renewal or material changes to any of the above-required policies during the term of this Contract.

28. OWNERSHIP OF CONTRACT PRODUCT.

All of the work product, including, but not limited to, documents, materials, files, reports, data, including magnetic tapes, disks of computer-aided designs or other electronically stored data or information (the "Documents"), which the Contractor prepares pursuant to the terms and conditions of this Contract are the sole property of the City. The Contractor will not publish any such materials or use them for any research or publication, other than as expressly required or permitted by this Contract, without the prior written permission of the City. The grant or denial of such permission shall be at the City's sole discretion.

The Contractor intends that the copyright to the Documents shall be owned by City, whether as author (as a Work Made For Hire), or by assignment from Contractor to City. The parties expressly agree that the Documents shall be considered a Work Made For Hire as defined by Title 17, United States Code, Section 101(2).

As further consideration for the City entering into this Contract, the Contractor hereby assigns to City all of the Contractor's rights, title, interest and ownership in the Documents, including the right to procure the copyright therein and the right to secure any renewals, reissues and extensions of any such copyright in any foreign country. The City shall be entitled to the sole and exclusive benefit of the Documents, including the copyright thereto, and whenever required by the City, the Contractor shall at no additional compensation, execute all documents of assignment of the full and exclusive benefit and copyright thereof to the City. Any subcontractors and other independent contractors who prepare portions of the Documents shall be required by the Contractor to execute an assignment of ownership in favor of the City before commencing work.

29. BAN THE BOX - ARREST AND CRIMINAL BACKGROUND CHECKS. (Sec. 39.08, MGO. Applicable to contracts exceeding $25,000.)

A. DEFINITIONS.

For purposes of this section, “Arrest and Conviction Record” includes, but is not limited to, information indicating that a person has been questioned, apprehended, taken into custody or detention, held for investigation, arrested, charged with, indicted or tried for any felony, misdemeanor or other offense pursuant to any law enforcement or military authority.

“Conviction record” includes, but is not limited to, information indicating that a person has been convicted of a felony, misdemeanor or other offense, placed on probation, fined, imprisoned or paroled pursuant to any law enforcement or military authority.

“Background Check” means the process of checking an applicant’s arrest and conviction record, through any means.

B. REQUIREMENTS. For the duration of this Contract, the Contractor shall:

(1) Remove from all job application forms any questions, check boxes, or other inquiries regarding an applicant’s arrest and conviction record, as defined herein.

(2) Refrain from asking an applicant in any manner about their arrest or conviction record until after conditional offer of employment is made to the applicant in question.

(3) Refrain from conducting a formal or informal background check or making any other inquiry using any privately or publicly available means of obtaining the arrest or conviction record of an applicant until after a conditional offer of employment is made to the applicant in question.

(4) Make information about this ordinance available to applicants and existing employees, and post notices in prominent locations at the workplace with information about the ordinance and complaint procedure using language provided by the City.

(5) Comply with all other provisions of Sec. 39.08, MGO.

C. EXEMPTIONS: This section does not apply when:

(1) Hiring for a position where certain convictions or violations are a bar to employment in that position under applicable law, or

(2) Hiring a position for which information about criminal or arrest record, or a background check is required by law to be performed at a time or in a manner that would otherwise be prohibited by this ordinance, including a licensed trade or profession where the licensing authority explicitly authorizes or requires the inquiry in question.

To be exempt under sec. C.(1) or (2) above, Contractor must demonstrate to the City that there is a law or regulation that requires the hiring practice in question. If so, the contractor is exempt from this section for the position(s) in question.

30. WEAPONS PROHIBITION.

Contractor shall prohibit, and shall require its subcontractors to prohibit, its employees from carrying weapons, including concealed weapons, in the course of performance of work under this Contract, other than while at the Contractor’s or subcontractor’s own business premises. This requirement shall apply to vehicles used at any City work site and vehicles used to perform any work under this Contract, except vehicles that are an employee’s “own motor vehicle” pursuant to Wis. Stat. sec. 175.60(15m).

31. IT NETWORK CONNECTION POLICY.

If this Contract includes software or technology services that require a Network Connection the City Network (as defined in the following link), the City’s Network Connection Policy found at this link:

https://www.cityofmadison.com/attorney/documents/posNetworkConnection.docx is hereby incorporated and made a part of this Contract and Contractor agrees to comply with all of its requirements.

32. AUTHORITY.

Contractor represents that it has the authority to enter into this Contract. If the Contractor is not an individual, the person(s) signing on behalf of the Contractor represents and warrants that they have been duly authorized to bind the Contractor and sign this Contract on the Contractor’s behalf.

33. COUNTERPARTS, ELECTRONIC SIGNATURE AND DELIVERY.

This Contract may be signed in counterparts, each of which shall be taken together as a whole to comprise a single document.

Signatures on this Contract may be exchanged between the parties by facsimile, electronic scanned copy (.pdf) or similar technology and shall be as valid as original; and this Contract may be converted into electronic format and signed or given effect with one or more electronic signature(s) if the electronic signature(s) meets all requirements of Wis. Stat. ch. 137 or other applicable Wisconsin or Federal law. Executed copies or counterparts of this Contract may be delivered by facsimile or email and upon receipt will be deemed original and binding upon the parties hereto, whether or not a hard copy is also delivered. Copies of this Contract, fully executed, shall be as valid as an original.

https://www.cityofmadison.com/attorney/documents/posNetworkConnection.docx

IN WITNESS WHEREOF, the parties hereto have set their hands at Madison, Wisconsin.

CONTRACTOR:

(Type or Print Name of Contracting Entity)

By:

(Signature)

(Print Name and Title of Person Signing)

Date:

CITY OF MADISON, WISCONSIN

a municipal corporation:

Satya Rhodes-Conway, Mayor

Date:

Approved:

David P. Schmiedicke, Finance Director Lydia A. McComas, City Clerk

Date: Date:

Approved as to Form:

Eric T. Veum, Risk Manager Michael Haas, City Attorney

Date: Date:

For City Use Only: SIGNATURE INSTRUCTIONS FOR CONTRACTS SIGNED BY MAYOR/CLERK:

Obtain contractor’s signature…