RFP for Learning Management System- July 2026.pdf

REQUEST FOR PROPOSAL

RFP Publication Date: July 9, 2026

RFP Deadline: July 23, 2026 Proposals must be received no later than 3:00 PM CST

Issued by:

Marathon County Human Resources

1100 Lake View Drive, Wausau, WI 54403 CountyHR@marathoncounty.gov

LATE PROPOSALS WILL BE REJECTED

There will not be a public opening for this proposal.

For further information regarding this RFP contact:

Kim Zouski at 715-261-1460 or email kim.zouski@marathoncounty.gov

Learning Management System (LMS) mailto:CountyHR@marathoncounty.gov mailto:kim.zouski@marathoncounty.gov

1. RESPONDENT ADMONISHMENT

Respondents are reminded that it is their responsibility to:

• Carefully read all the content of this entire document, address all requirements, and follow all procedures of this Request for Proposal (RFP).

• Ask for clarification before final due date of questions.

• Immediately inform Marathon County of any problems with this solicitation.

• Be complete in response.

• Submit all responses by the required dates and times.

Failure to comply with the requirements outlined in this RFP may result in disqualification of the proposal.

2. INTRODUCTION AND HISTORY

Marathon County is seeking proposals from qualified vendors to provide a Learning Management System (LMS) that seamlessly integrates with Workday Human Capital Management (HCM). The goal is to enhance employee training, compliance tracking, and learning analytics while ensuring data consistency with Workday. We are looking for a 5-year commitment.

Marathon County currently uses multiple learning management systems to capture the needs of our departments that do not integrate with our Workday HCM system. We seek a scalable, user-friendly, and modern LMS to deliver compliance training, onboarding, and continuous learning for all employees. Specific training content that we are seeking:

• Legal Compliance, preferably for Government

• Leadership and Professional Development

• Environment, Health and Safety

• IT Fundamentals

Marathon County is governed by a thirty-eight (38) member County Board of Supervisors, who appoints a County Administrator to oversee the delivery of a full range of governmental services, including, but not limited to, public safety, corrections, health and human services, highways, libraries, airport, parks, recreation, and forestry. Marathon County employs approximately 1,200 employees (including City/County IT Commission employees that will be using the LMS), and services a constituent population estimated at 138,612 residents with an annual budget of $182 Million.

3. PROPOSED RFP TIMELINE

Proposals must be submitted electronically to the Marathon County Human Resources department at: CountyHR@marathoncounty.gov, C/O Kim Zouski by 3:00 PM CST on Thursday, July 23, 2026. Proposals received after that date and time will not be accepted.

Actual receipt is required to meet the submission deadline.

mailto:CountyHR@marathoncounty.gov

Questions should be submitted to Kim.Zouski@marathoncounty.gov by 12:00 PM CST on Wednesday, July 15. Responses to questions will be posted on the Marathon County website no later than Monday, July 20.

It is anticipated to be awarded as soon as August 13, 2026, with the goal of implementation in September 2026. Timeline is listed below.

RFP Issued July 9, 2026 Vendor Questions Due July 15, 2026 Responses to Questions Issued July 20, 2026 Proposal Submission Deadline July 23, 2026 Review of Proposal by County Staff July 27-29 Vendor Demonstrations / Interviews August 5-6, 2026 Vendor Selection and Notification No later than August 13, 2026 Contract Negotiation August – September 2026 Implementation Start September 2026

4. SCOPE OF WORK

The selected vendor will provide a comprehensive platform with a secure and scalable integration between the LMS and Workday (HCM) to automate learning assignments and learning record synchronization, improving accuracy, compliance, and administrative efficiency. Selected vendor will also provide implementation services and administrator training. Ongoing vendor support and maintenance are required.

Courses should be continuously updated and automatically pushed directly into Workday.

The ability to edit courses to include policies or statements is needed. Completion should be automatically tracked after the course is successfully completed on the worker’s profile and reporting.

Project Objectives

Automate employee data flow between the LMS and Workday. Course catalog(s) should be integrated into Workday, so learners do not leave to the ecosystem. Enable rule-based learning assignments using Workday worker attributes. Sync learning completions from the LMS back to Workday for compliance reporting. Establish a stable integration framework that is easy to maintain.

Identify business requirements for user provisioning, learning assignments, and compliance tracking. Define Workday-triggered events (hire, rehire, transfer, manager change, termination) to implement rule-based learning assignment logic using Workday fields ensuring workers can discover the correct content. Validate data requirements for the LMS (required fields, custom fields, organizational structure). Configure notifications, and data audit processes.

Testing

Comprehensive testing for all worker events: hire, transfer, etc. Validate LMS user creation, mailto:Kim.Zouski@marathoncounty.gov attribute updates, and terminations. Test assignment rules triggered by Workday profile data.

Training & Documentation

Administer training for Learning Partners providing an operational guide covering troubleshooting and error resolution.

Deployment & Go‑Live Support

Provide a detailed project plan outlining key milestones and timeliness for implementation.

Deliver comprehensive training for all stakeholders, including County Human Resources, managers, and employees.

5. PROPOSAL REQUIREMENTS

Proposals should provide information in the areas of: vendor experience, learning management system capabilities, content library, implementation & support, and cost.

Section 1. Vendor Experience

Provide a detailed description of your organization’s experience with Learning Management Systems. The response should include:

A. Organizational Overview

Provide a summary of your organization including:

• Years in business

• Number of clients

• Number of clients in Public Sector/Government

B. Relevant Experience

Provide descriptions of no more than three projects like the solution requested in this RFP.

For each project include:

• Organization name

• Organization size

• Industry

• Scope of services provided

• Implementation timeline

• Challenges encountered

• Outcomes achieved

C. Client References

Provide at least three client references including:

• Organization name

• Contact name and title

• Phone

• Email

• Description of services provided

Section 2: Learning Management System Capabilities

Provide a detailed description of the capabilities of the proposed Learning Management System with seamless integration with Workday (HCM).

A. Training Administration Describe how the system supports:

• Workday (HCM)

• Course assignment

• Training curricula

• Learning pathways

• Automated training reminders

• Recurring training

• Training based on roles

• Real-time updates on enrollment

B. Training Delivery

Describe the LMS capabilities for delivery of:

• Online learning modules

• Blended learning programs

C. Compliance Tracking

Explain how the system supports tracking of:

• Required compliance training based on role or job profile

• Training completion

D. System Functionality

Describe whether the LMS supports:

• SCORM compatibility

• Mobile learning via Workday App

• Current content in system created by Marathon County

E. Compliance and Reporting Describe the system's ability to integrate with Workday reporting:

• Real-time reporting updates

• Certification and licensure tracking

• Historical training records

Section 3: Content Library

Provide detailed information regarding the library training content.

A. Content Describe the available training content in the following areas:

• Legal Compliance, preferably for Government

• Leadership and Professional Development

• Environmental, Health and Safety

• IT Fundamentals

B. Regulatory Alignment Explain how content supports compliance with:

• Wisconsin DHS regulations, such as Civil Rights Training

C. Content Development Explain the following:

• How training content is developed

• Frequency of updates

• Editing content to include policy

Section 4: Implementation and Support

Provide a detailed description of the implementation approach for deploying the proposed solution.

A. Implementation Plan Include:

• Proposed project timeline

• Key milestones

• Project phases

B. Project Management Describe the vendor’s approach to:

• Project planning

• System configuration

• Testing

• Deployment

C. Data Migration Describe how the vendor will assist with:

• System configuration

D. Training and Adoption Explain how the vendor will provide:

• Administrator training

• End-user training

• Implementation support

E. Ongoing Support Describe how the vendor will provide:

• Customer support

• Service level agreements

• Technical support availability for Workday Analysts

F. Security, Privacy, and Technical Requirements Provide detailed information regarding the security and privacy controls of the proposed.

Section 6: Cost

The cost proposal must include:

A. Software Licensing

Provide pricing for:

• Learning management system

• Content library

B. Implementation Costs

Include:

• Implementation services

• Configuration costs

• Integration costs

C. Ongoing Costs

Provide pricing for:

• Annual licensing

• Support services

• Content updates

D. Optional Services

Identify costs for optional services including:

• Additional training content

• Advanced reporting tools

Section 7: Project Timeline

• Project start date

• Major project milestones

• System configuration phases

• Data migration activities

• System testing

• Go-live timeline

Section 8: Vendor team responsible for implementation and supporting the project

• Name and title

• Relevant experience

• Role on the project

Section 9: Contract and Service Agreement

• Provide a copy of any standard contract, service agreement, or licensing agreement typically used by the vendor.

6. EVALUATION OF PROPOSAL

Each proposal will be reviewed and evaluated by a committee. The committee will consider the following criteria in evaluating proposals and interview presentations:

Vendor Experience 15 % Learning Management System Capabilities 25 % Content Library 25 % Implementation and Support 15 % Cost 20 %

Marathon County reserves the right to request additional information, conduct vendor demonstrations, and interview selected vendors prior to final selection.

7. VENDOR DEMONSTRATION / INTERVIEW

Marathon County reserves the right to invite selected vendors to participate in system demonstrations / interview as part of the proposal evaluation process. Vendors selected will be notified following the initial proposal review. Demonstrations / interviews will be conducted virtually or onsite and are expected to focus on the functionality of the proposed system as it relates to the requirements outlined in this RFP. Demonstrations will be scheduled for one hour and should include a seamless integration with Workday (HCM), along with:

• Editing/adding policy to current content

• Assigning training to employees

• Creating pathways or training based on roles

• Tracking course completion and compliance status

• Showcase content library o Browse available training content o Show examples of courses in the areas of:

Safety Legal Compliance Leadership Professional Development IT Training

• Administrative reporting using Workday analytics tools

• Compliance reporting dashboards

• Training completion reports

• Policy acknowledgement reports

Marathon County may request that vendors demonstrate specific scenarios or workflows during the demonstration process.

8. EVALUATION OF DEMONSTRATION / INTERVIEW

Each demonstration / interview will be evaluated by a committee. The committee will score based on the following criteria:

Vendor Knowledge of System 15 % Learning Management System Capabilities and Functionality 40 % Content Library 10 % Ease of Use 20 % Cost 15 %

Marathon County reserves the right to request additional information prior to final selection.

TERMS AND CONDITIONS

Receipt of proposals and subsequent award of the contract will be governed by Section 3.05 of the Marathon County Procurement Code. Marathon County will enter into discussions with the highest ranked offer or in accordance with Section 3.05 of the Marathon County Procurement Code. If the selection committee is unable to successfully conclude negotiations with the highest-ranking proposer, negotiations will be held with the next highest-ranking proposer. The contract shall be awarded pursuant to Section 3.05 of the Procurement Code to the proposer who is determined to be most advantageous to the County of Marathon.

MARATHON COUNTY PROCUREMENT POLICY

All aspects of this Request for Proposals will be in accordance with the Marathon County Procurement Policy, Sections 3.01 through 3.16 of the General Code of the County of Marathon. A copy of the Procurement policy is available at the office of the Marathon County Clerk, Marathon County Courthouse, 500 Forest Street, Wausau, Wisconsin 54403 or online at https://library.municode.com/wi/marathon_county/codes/code_of_ordinances.

PUBLIC RECORDS AND CONFIDENTIAL INFORMATION

It is the intention to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Proposal records will not be available under an open records request prior to the award of the contract.

Any proposal submitted in conjunction with this request will become a public record and consequently, open for complete public inspection. Proposals shall not be marked confidential on each page, nor may it be stated in the cover page that an entire proposal is confidential.

Information cannot be kept confidential unless it is a trade secret. Trade secret is defined in §134.90(1)(c), Wis Stats. As follows: “Trade secret” means information, including formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

https://library.municode.com/wi/marathon_county/codes/code_of_ordinances

The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

The County of Marathon reserves the right to reject in whole or in part, any and all proposals, to waive any informalities and to accept the proposal determined to be in the best interest of the County of Marathon taking into consideration past performance, price and the evaluation factors set forth in this Request for Proposal. The award of this contract shall be in compliance with Section 3.05 of the Marathon County Procurement Code.

The General Code of the County of Marathon contains various procurement policies which are applicable to this proposal procurement. The County procurement policies shall be controlling for this joint project. The policies are summarized at the end of this Request for Proposal and include prohibitions against gratuities and kickbacks.

MARATHON COUNTY STANDARD TERMS AND CONDITIONS

1. 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. 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. 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. 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. 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. 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. 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. 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. 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.

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.

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

10. 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. 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. 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. 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.

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.

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.

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. 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.

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.

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.

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

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.

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

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.

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. 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 no 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. 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. 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. 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. 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. 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.

1. 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.

2. 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. 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. 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. 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. 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. GRATUITIES AND KICKBACKS: It shall be unethical for any person to offer, give, or agree to give any elected official, employee or former employee, or for any elected official, employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer for employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the contents of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceedings or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore. It shall be unethical for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or a higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract, or order.

26. 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. 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, 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. 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. 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. 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. 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.