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EXTENDED CONTRACT FOR
STATEWIDE STRUCTURAL COLLAPSE
TEAM MEMBERS
JANUARY 1, 2015 THROUGH DECEMBER 31, 2016
Between
STATE OF WISCONSIN
DEPARTMENT OF MILITARY AFFAIRS
DIVISION OF EMERGENCY MANAGEMENT
And
CITY OF OSHKOSH, WISCONSIN
DATE: December 31, 2014
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EXTENDED CONTRACTFOR STATEWIDESTRUCTURALCOLLAPSE
TEAM MEMBERS
1.0 General Contract Information
1.1 Parties: This extended contrad is belween the State of Wisconsin, Department of Military
Affairs, Division of Emergency Management (hereinaRer "Division") and the Oshkosh Fire
Department, City of Oshkosh, Wisconsin (hereinafter "Contractor") for the provision of
Statewide Structural Collapse Team members as described herein and authorized under
2009 Wisconsin Act 43, as codified in §32372 of the Wisconsin Statutes and as further
amended.
12 Recitals: WHEREAS, in order to protect life and property against the dangers of
emergencies invoiving catastrophic structural collapse, the Division may assign and make
available for use in any county, city, or district, a Statewide Structural Collapse Team.
WHEREAS, the Division desires to enter into this Agreement with Contractor for the
provision of team members to serve on one of three statewide platoons comprising the
Statewide Structural Collapse Team, and Contrador desires to enter into this Agreement.
HOWEVER, the parties expressly recognize and attest by this Agreement that neither
party intends to create or to assume fduciary responsibilities to provide for the
containment, cleanup, repair, restoration and investigation of the environment (air, land
and water) in a structural collapse incident involving a hazardous substance, which is the
responsibility and shall remain the sole obligation of the Wisconsin Department of Natural
Resources under§§292.11 and 323.60(4), Wis. Stats.
1.3 Contract Term: This Agreement shall continue for 2 years commencing January 1, 2015
through December31, 2016.
2.0 Definitions
2.1 Definitionr. The following defnitions are used throughout this Agreement
Agreement means this Contract, together with the Exhibits. Exhibits include the following:
Exhibit A Standard Terms and Conditions
Exhibit B Training Costs
Exhibit C Certificate of Protection in Lieu of an Insurance Policy (as
applicable)
State means the State of Wisconsin.
Department means the State of Wisconsin, Department of Military Affairs.
Division means the Division of Emergency Management.
Contractor means the City of Oshkosh Fire Department, City of Oshkosh, Wisconsin by
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which Statewide Structural Collapse Team members will be provided under this
Agreement. Under §323721), Stats., the Division may only contract with local agencies
as defned in §323.70(1)(b), Stats.
Local Aqencv has the meaning under§323.70(1)(b), Stats.
OJA means the State of Wisconsin, Office of Justice Assistance.
Responsible Partv means the person(s), as defned in §32372(3)(a) and (b), Stats., who
possessed or controlled a siructure that was involved in the structural collapse or the
person who caused the structural collapse which caused the emergency to which
Contractor has responded.
Reaional Emeraencv All-Climate Trainina Center (REACT) is a treining facility owned by
the State of Wisconsin, Department of Military Affairs and opereted by the Division of
Emergency Managemeni.
Structural collapse means an incident involving all types of construction with emergency
response activities that include expertise in 1) evaluating ezisting and potential
conditions at structural collapse incidents; 2) recognizing unique collapse or failure
hazards; 3) conducting search operations intended to locate victims traoped inside and
beneath collapse debris; 4) accessing victims trapped inside and beneath collapse
debris; 5) performing extrication operations involving packaging, treating, and removing
victims trapped within and beneaih collapse debris; and 6) stabilizing the structure.
Structural Collapse Team Member means an individual provided by Contrector serving as
a team member on one of three platoons comprising the Statewide Structurel Collapse
Team to provide statewide structural collapse emergency response that meets the
standards under the National Fire Protection Association standards NFPA 1001 and 1670,
asfurtheramended.
Statewide Structural Collapse Team Platoon means a component of the Statewide
Structural Collapse Team made up of team members provided by the Contrector and/or
designated employees of the Contrector who are expected to respond to, control, and/or
stabilize the actual or potential structural collapse.
WI Taskforce � means the name of the Statewide Structural Collapse Team.
3.0 Statement of Work
3.1 Services to be provided by Contractor: During the term of this Agreement, the
Contractor agrees to provide statewide structural collapse team members for the three
statewide platoons comprising the Statewide Structural Collapse Team (also known as
WI Taskforce 1).
Contractor's response activities under this Agreement shall be limited to emergency
operations, reporting and documentation of activities arising from catastrophic structurel
collapse incidents which threaten life, property and/or the environment. Contractor shall
not provide under this Agreement any services with respect to the sampling, testing,
analysis, treatment, removal, remediation, recovery, packaging, monitonng, transportation,
movement of hazardous materials, cleanup, storage and disposal of hazardous materials
except as these may be reasonably necessary and incidental to preventing a release or
threat of release of a hazardous material or in stabilizing the emergency response
incident, as determined by the Contractor.
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WI Taskforce 1 shall establish safety perimeters at or near sites and vessels. WI
Taskforce 1 shall not be required to locate underground utilities, insure appropriate traffc
controi services, conduct hydrological investigations and analysis, or provide testing,
removal and disposal of underground storage tanks at or near the emergency response
incident to which ihe Contractor is dispatched.
The Division and Contractor make no representations to third parties with regard to the
ultimate outcome of the structural collapse services to be provided, but Contractor and
Division shall respond to the best of its abilities, subject to the terms of this Agreement.
32 Pertormance Conditions: Contracior acknowledges that it shall demonstrate to the
Division that its employees designated as structural collapse teams members, structural
collapse equipment, and associated vehicles meet or exceed applicable NFPA training
standards and any regulatory requirements.
3.3 Personnel: Contractor shall provide ffteen (15) trained, medically monitored; and
competent personnel as identifed by Contractor and designated by the Division as is
reasonably necessary to operate within the safety levels of a statewide structural collapse
team. Contractor understands and agrees that identifed team members will meet
appiicable training standards and certifications at the time they are identified by Contractor
to serve as members of the Statewide Structural Collapse Team.
3.4 Vehicles and Equipment: If the Division requests vehicles and equipment from the
Contractor, it shall limit its activities to that which can be safely accomplished within the
technical limitations of the available vehicies and equipment Contractor may retain
structural collapse equipment and vehides provided by grent funding through OJA for
Contractor's local use, however, Contractor agrees that in the event of multiple responses,
said equipment which is already not committed to a prior response shall be used on a
priority basis to respond to a structural collapse incident.
3.5 Vehicle and Equipment Use Limitations: This Agreement in no way limits the
Contractor from responding with structural collapse vehides, equipment and suppiies
under local authority, mutual-aid agreements, or other contrads under local authority.
3.6 Response Procedures and Limitations: Contractor recognizes that its obiigations under
this Agreement are paramount to the State of Wisconsin. Contractor agrees that if local
fre response obligations in Contractors own jurisdiction create limits or unavailable
resources, Contractor will seek aid from Iocal jurisdictions to assist in local fre response
obligations in Contractor's own junsdiction.
Contractor's obligation to provide services hereunder shall arise, with respect to specific
response adions, upon receipt of an emergency response request pursuant to Standard
Operating Guidelines provided in Subsection 3.8 herein.
37 Right of Refusal: If, on occasion, a response under this Agreement would temporarily
place a verifable undue burden on the Contractor because Contrector's resources are
otherwise inadequate or unavailable and mutual aid is unavailable, then if notice has been
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provided to the Division, the Contractor may decline a request for a Statewide Structural
Collapse Team emergency response.
3.8 Standard Operating Guidelines: Contractor and Division agree that the Statewide
Structural Collapse team operations will be conducted in accordance with Standard
Opereting Guidelines and "Call-Out Procedure" that wiil be mutually approved by the
parties to this Agreement. Contractor agrees and understands that it shali not self deploy
structural collapse teams members to a catastrophic structural coilapse. The Division
shall notify Contractor of the need for structural collapse team member deployment and
the need for mustering a platoon of WI Taskforce 1 at the REACT.
4.0 Training Costs and Reimbursement for Emergency Response
There are two types of Contrador costs under this Agreement (1) Required Training
Costs, and (2) Team Response Costs. Each of these costs are discussed more fully
below.
4.1 Required Training Costs: Under§32372(1), Stats., team personnel shall be trained and
certified to the standards under the National Fire Protedion Association standards NFPA
1001 and 1670, as further amended. As a condition of this Agreement, Contractor agrees
that all team personnel shall attend structural collapse training and refresher training at the
Regional Emergency All-Ciimate Training Center (REACT), which is owned and operated
by the Division or at a location pre-approved in writing by the Division. The structural
collapse and refresher training shall be a minimum of thirty-two (32) hours per team
member per annum. Additional specialty training is available at REACT. All team
personnel attending iraining at REACT shall be in a non-duty status with Contractor. To
facilitate planning for required training, the REACT training schedule shall be posted at
minimum of twelve months in advance, with the exception of the frst contract period. Any
team personnel who have not attended or completed the required training will not be
allowed to respond under the scope of this Agreement. Team personnel shall also keep
current any state required certifcations. The Division shall maintain all structural collapse
and refresher training records on each team member for training received at REACT.
4.2 Team Response Costs and Reimbursement: Under §323.72(2), Stats., the Division
shall reimburse the Statewide Structural Collapse Team for costs incurred by the team
in responding to an emergency involving a structural collapse incident if the team
determines that a structural collapse emergency requiring a response existed.
Reimbursement is limited to amounts collected from the responsible person(s) as
defined in §32372(3) (a) and (b), Stats. Reimbursement under this subsection is
available only if the Statewide Structural Collapse Team has identified the person who is
required to reimburse the Division and provided that information to the Division. Further,
Contrador shall comply with all Division-approved reimbursement procedures and/or duly
enacted Administrative Rule(s).
A person shall reimburse the Division for costs incurred by the Statewide Structural
Collapse Team in responding to an emergency if the team determines that an
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emergency requiring the team's response existed and that one of the following
conditions applies:
(1) The person possessed or controlled a structure that was irnolved in the
structural collapse.
(2) The person caused the structural collapse.
In the event a responsible person has been identifed, Contractor shall be reimbursed for
reasonable and necessary Team member response costs incurred in responding to a
catastrophic strudural collapse incident under this Agreement. Such Team response costs
may indude, but are not limited to:
(1) Reimbursement for use of Vehide(s1 and Aooaratus: Contrector shall be
reimbursed for the approved use of its vehicles and equipment at FEMA-
established retes.
(2) Personnel Expenses: Contractor's team response personnel expenses which
are approved and authorized under this Agreement are reimbursable at $45.00 per
hour per deployed team member. During an emergency deployment, this shall be
calculated as portal to portal.
(3) Backfill exoenses: Contractor's personnel backfill expenses to cover deployed
team members are reimbursable at the Contractors actual cost.
(4) Emerqenw Exoenses: Contractor's necessary and reasonable emergency
expenses related to services rendered under this Agreement are reimbursable. All
such expenses must be based on actual expenditures and fully documented by the
Contractor. The Division reserves the right to deny any reimbursement of
unjustifable Contractor expenditures.
4.3 Maximum Contract Payment for Training Costs: This AgreemeM shall have a
maximum contract payment of $21,600.00 per annum for training costs as described in
"Ezhibit B" to this Agreement. This calculation is based upon $45 per hour for the
minimum of thirty-two (32) hours per team member per annum. Payment for training costs
will be made to Contractor on a quarterly basis. The payment will be determined by the
actual hours of Division-approved training received by Contractor's team members during
that quarter multiplied by $45 per hour. In addition to the maximum contract payment, the
Dlvision will pay for enhanced training for specialty job assignments for team members as
determined and approved in advance by the Division. The maximum contract payment for
training does not, however, include Contractors team response costs as specified in
Subsection 42 of this Agreement. Contractor's personnel backfll expenses to cover team
members in training status are not reimbursable.
No additional Contractor payment or reimbursement shall be paid or any additional
demands placed on Contractor under this Agreement unless otherwise specifcally agreed
to by the Division and the Contractor, and upon written amendment to this Agreement.
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The Division's reimbursement(s) shall be full payment for services rendered and for all
labor, materials, supplies, equipment, and incidentals necessary to complete the services
authorized under this Agreement. Acceptance of payment by the Contractor shall operete
as a release of the Division of all ciaims by Contractor for reimbursement of team
response costs except where partial payment has been made due to limitations as set
forth above.
4.4 Billing System for Division Reimbursement of Team Response Costs: Contractor will
provide an invoice for its team member response costs to the Division within ten (10)
working days of the response. The Division will not bill responsible person(s) unless it
receives an invoice from the Contractor. Contractor's claim for reimbursement shall
contain such documentation as is necessary to support the Division's cost-recovery
operations and financial audits. The Division agrees to bill responsible person(s) for the
Statewide Structural Collapse Team response costs. Team response costs include such
items as vehicle and equipment use, expendables and personnel costs. In addition,
Division administrative costs may be billed as part of the emergency costs. Further,
Contractor shall comply with all Division-approved procedures and/or duly enacted
Administrative Rule(s).
The Division shall bill identified responsible person(s) within sixty (60) days of receipt of
Contractor's invoice. Contractor's team response costs shall be collected by the Division
from the responsible person(s) before any payment is made to ihe Contractor. Contractor
agrees to cooperate with the Division as is reasonable and necessary in order to allow the
Division to bill third parties and pursue wst recovery actions.
4.5 Approval: The Division shall notify Contractor of the need for structural collapse team
member deployment and the need for mustering a platoon of WI Taskforce 1 at the
REACT. Contractor agrees and understands that it shall not self deploy structural collapse
teams members to a catastrophic structural collapse. Contractor may deploy structural
collapse team members directly to an ongoing catastrophic structural collapse event at the
request of Ihe Division. Contractor agrees to make reasonable and good faith efforts to
minimize Responsible Party and/or Division expenses.
4.6 Retirement System Status and Tax Payments: Contractor and its employees are not
entitled under ihis Agreement to Division contribution for any Public Employees Retirement
Withhoiding System benefit(s). Contractor shall be responsible for paymenVwithholding of
any applicable federal, Social Security and State taxes.
47 Worker's Compensation: A member of the Statewide Structural Collapse Team who is
acting under the scope of this Agreement is an employee of the State for purposes of
Workers Compensation under§323.72(4) of the Wisconsin Statutes.
4.8 Payment of Contractor's Obligations: Contractor agrees to make payment promptly, as
just, due, and payable to all persons furnishing services, equipment or supplies to
Contractor. If Contractor fails, neglects or refuses to pay any such daims as they become
due and for which the Division may be held liable, the proper offcer(s) representing the
Division, after ascertaining that the claims are just, due, and payable, may, but shall not be
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required to, pay the claim and charge the amount of the payment against funds due
Contractor under this Agreement The payment of claims in this manner shall not relieve
Contractor of any duty with respect to any unpaid claims.
4.9 Dual Payment: Contractor shall not be compensated for work performed under this
Agreement by any state agency or person(s) responsible for causing a catastrophic
structural collapse emergency except as approved and authorized under this Agreement.
5.0 Liability and Indemnity
5.1 Scope: During operations authorized by this Agreement, Contractor and members of the
Statewide Structural Collapse Team shall be agents of the State of Wisconsin for
purposes of §895.46(1), Stats. For the purposes of this Article, operations means
activities, including travel, directly related to a particular emergency response involving a
structural collapse incident by the Statewide Strudural Collapse Team. Operations also
include advanced training activities provided under this Agreement to members of the
Statewide Structural Collapse Team, but does noi include travel to and from the training.
52 Civil liability exemption; regional emergency response teams and their sponsoring
agencies: Under §895.483(4), Wis. Stats., a regional structural collapse team, a
member of such a team, and a Iocai agency, as defined in s. §32370 (1) (b), that
contracts with the division of emergency management in the department of military
affairs for the provision of a regional structural collapse team, are immune from civil
liability for acts or omissions related to carrying out responsibilities under a contract
under§323.72 ('I), Stats.
5.3 Contrector Indemnification of State: When acting as other than an agent of the
Division under this Agreement, and when using the State's or Division's vehicles or
equipment, the Contractor shall indemnify, defend and hold harmless the State, Division,
its offcers, Divisions, agents, employees, and members from all claims, suits or actions of
any nature arising out of the activities or omissions of Contractor, its offcers,
subcontractors, agents or employees.
6.0 Insurence Provisions
6.1 Public Liability and Property Damage Insurance: Contrector shall maintain, at its own
expense, and keep in effect during the term of this Agreement, commercial liability, bodily
injury and property damage insurance against any daim(s) which might occur in carrying
out this Agreement. Minimum coverage is one million dollars ($1,000,000) liability for
bodily injury and property damage including products liabllity and completed operations.
If Contractor is self-insured or uninsured, a Certificate of Protection in Lieu of an Insurence
Policy shall be submitted to the Division certifying that Contractor is protected by a Self-
Funded Liability and Property Program or alternative funding source(s), attached hereto as
"Exhibit C". The Certifcate is required to be presented prior to commencement of this
Agreement.
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62 Automobile Liability: Contractor and team members shall obtain and keep in effect
motor vehicle insurance for all owned, non-owned and hired vehicles that are used in
carrying out this Agreement. This coverage may be written in combination with the
commercial liability, bodily injury and property damage insurance mentioned in Subsection
6.1. Minimum coverage limits shall be one million ($1,OOQ000) per occurrence combined
single limit for automobile liability and property damage.
If Contractor is self-insured or uninsured, a Certifcate of Protection in Lieu of an Insurance
Poiicy shall be submitted to the Division certifying that Contractor is protected by a Self-
Funded Liability and Property Program, or alternative funding source(s) attached hereto as
"Exhibit C". The Certificate is required to be presented prior to commencement of this
Agreement.
6.3 Notice of Cancellation or Change: Contractor agrees that there shall be no
cancellation, material change, exhaustion of aggregate limits or intent not to renew
insurance coverage without 30 days written notice to the Division.
6.4 Certificate(s) of Insurance: As evidence of the insurance coverage required by this
Agreement, Contractor shall provide an insurance certificate indicating this coverage,
countersigned by an insurer licensed to do business in Wisconsin, covering the period of
the Agreement. The insurance certificate is required to be presented prior to
commencement of this Agreement.
7.0 Standard Contrect Terms, Conditions and Requirements
7.1 Disclosure of Independence and Relationship: Contractor certifies that no relationship
exists between the Statewide Strudurai Collapse Team, the State or the Division that
interferes with fair competition or is a conflict of interest, and no relationship exists
between the team and another person or organization that constitutes a conflict of interest
with respect to a state contract. The Department of Administration may waive this
provision, in writing, if those activities of the Contractor will not be adverse to the interest of
the State.
Contractor agrees as part of this contract for services that during performance of this
contract, they will neither provide contractual services nor enter into any agreement to
provide services to a person or organization that is regulated or funded by the contrading
agency or has interests that are adverse to the contracting agency. The Department of
Administration may waive this provision, in writing, if those activities of the Contractor will
not be adverse to the interests of the State.
7.2 Dual Employment: §'16.417 of the Wisconsin Statutes, prohibits an individual who is a
state employee or who is retained as a consultant full-time by a state agency from being
retained as a consultant by the same or another agency where the individual receives
more than 35,000 as compensation. This prohibition applies only to individuals and does
not include corporations or partnerships.
7.3 Employment: Contractor will not engage the service of any person or persons now
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employed by the State, including any department, commission, or board thereof, to
provide services relating to this Agreement without the written consent of the employer of
such person or persons and the Department of Military Affairs and the Division.
7.4 Conflict of interest: Private and non-proft corporations are bound by §180.0831 and
§181225 Wis. Stats., regarding conflicts of interest by directors in the condud of state
contracts.
7.5 Recordkeeping and Record Retention: The Contractor shall establish and maintain
adequate records of all expenditures incurred under the Agreement. All records must be
kept in accordance with generally accepted accounting principles, and be consistent with
federal and state laws and local ordinances. The Division, the federai government, and
their duly authorized representatives shall have the right to audit, review, examine, copy
and transcnbe any pertinent records or documents relating to any contract resulting from
this Agreement held by Contractor. The Contractor shall retain all documents applicable to
the Agreement for a period of not less than three (3) years after the final payment is made
or longer where required by law.
7.6 Hold Harmless: The Division of Emergency Management, the Department of Military
Affairs, and the State of Wiswnsin shall be held harmless in any disputes the team and/or
fire department may have with their employees. This shall include, but not be limited to,
charges of discrimination, harassment, and discharge without just cause.
77 Termination of Agreement: The Division and/or Contractor may terminate this
Agreement at any time for cause by delivering one hundred twenty (120) days written
notice to the other Party. Upon terminatioq the Division's liability will be limited to the pro
rata cost of the training costs provided under Subsection 4.1 as of the date of termination
plus expenses inwrred with the prior written approval of the Division. Upon termination,
Contractor will refund to the Division within one hundred twenty (720) days of said
termination pro rata training payments made hereunder by the Division to the Contractor.
Contrador may terminate this Agreement at will by delivering one hundred twenty (120)
days written notice to the Division. In the event the Contractor terminates this Agreement
for any reason whatsoever, it will refund to the Division within one hundred twenty (120)
days of said termination all payments made hereunder by the Division for treining costs,
under Subsection 4.�, provided to the Contractor for the contrect year in which the
termination occurs based in proportion to the number of days remaining in the contract
year.
The Division may terminate this Agreement at will effective upon delivery of written notice
to the Contrector, under any of the following conditions:
(1) If funding from federal, state, or other sources is not obtained and/or continued
at levels sufficient to allow for training, the Agreement may be modifed to
accommodate a reduction or increase in tunds.
(2) If federal or state laws, rules, regulations, or guidelines are modified, changed,
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or interpreted in such a way that the services are no longer allowable or
appropriate for purchase under this Agreement or are no longer eligible for the
funding proposed for payments by this Agreement.
(3) If any license or certification required by law or regulation to be held by the
Contractor to provide the services required by this Agreement is for any reason
denied, revoked, or not renewed.
Any tertnination of the Agreement shall be without prejudice to any obligations or liabilities
of either party already accrued prior to such termination. Upon termination, the Division's
liability under Section 5.0 will be limited to events occurnng during the term of this
Agreement.
7.8 Cancellation: The State of Wisconsin reserves that right to cancel any contract in whole
or in part without penalty due to non-appropnation of funds or for failure of the Contractor
to comply with the terms; conditions, and specifications of this Agreement.
7.9 Prime Contractor and Minority Business Subcontractors: In the event Contractor
subcontracts for suppiies and/or services, any subcontractor must abide by all terms and
conditions of the Agreement. The Contractor shall be responsible for contract performance
whether or not subcontractors are used.
CoMractor is encouraged to purchase services and supplies wheNif applicable from
minority businesses certifed by the Wisconsin Department of Development, Bureau of
Minority Business Development.
Contractor shall file with the Department of Military Affairs quarterly reporis of purchases
of such supplies and services necessary for the implementation of this Agreement.
7.10 Executed Contract to Constitute Entire Agreement: The contents of the Agreement
including Exhibits and additional terms agreed to, in writing, by the Division and the
Contractor shall become a part of the Agreement herein. The written Agreement with
referenced parts and attachments shall constitute the entire Agreement and no other
terms and conditions in any document, acceptance, or acknowledgment shall be effective
or binding unless expressty agreed to, in writing, by the contracting authority.
7.'11 News Releases: News releases pertaining to the negotiation of this Agreement shall not
be made without the prior approval of the Division.
7.12 Applicable Law: This Agreement shall be governed under the laws of the State of
Wisconsin. The Contractor and State shail at all times comply with and observe all federal
and state laws, tocal laws, ordinances and regulations which are in effect during the period
of this Agreement and which may in any manner affect the work or its conduct.
7.13 Assignment: No right or duty, in whole or in part, of the Contractor under this Agreement
may be assigned or delegated without the prior written consent of the State of Wisconsin.
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7.14 Successors in Interest: The provisions of the Agreement shall be binding upon and shall
inure to the beneft of the parties to the Agreement and their respective successors and
assigns.
7.�5 Force Majeure: Neither party to this Agreement shall be held responsible for delay or
default caused by fre, riots, acts of God and/or war which is beyond that party's
reasonable control.
7.17 Notifications: Contractor shall immediately report by telephone and in writing any
demand, request, or occurrence that reasonably may give rise to a claim against the
State, its officers, Divisions, agents, employees and members. Such reports shall be
directed to:
ATTN: Administrator
Division of Emergency Management
DMA Wisconsin
PO Box 7865
Madison, WI 53707-7865
Telephone#: (608) 242-3232
FAX#: (608) 242-3247
Copies of such written reports shall also be sent to:
ATTN: Office of Legal Counsel, WING-LGL
WI Dept. of MilitaryAffairs
PO Box 8111
Madison, WI 53708-8111
7.17 Severability: If any provision of this Agreement is declared by a court to be illegal or in
conFlict with any iaw, the validity of the remaining terms and provisions shall not be
affected. The rights and obligations of the parties shall be consirued and enforced as if the
Agreement did not contain the particular provision held to be invalid.
7.18 Amendments: The terms of this Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written approval of
Division and Contractor.
7.19 Approval Authority: Contractors representative(s) certify by their signature herein that
he or she, as the case may be, has the necessary and lawful authority to enter into
contracts and agreements on behalf of the local government entity.
720 Insufficient Funds: The obligation of the Contractor under this Agreement is contingent
upon the availability and allotment of funds by the Division to Contractor and Contractor
may, upon one hundred hventy (120) days prior written notice, terminate this contrad if
funds are not available.
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721 No Waiver: No failure to exercise, and no delay in exercising, any right, power or remedy,
induding payment, hereunder, on the part of the Division, State, or Contractor shall
operate as a waiver hereof, 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 effed 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 eutent ezpressly provided by the
Division, State 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.
7.22 Construction of Agreement: This Agreement is intended to be solely beriveen the
parties hereto. No part of the Agreement 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.
723 Disparity: In the event of a discrepancy, difference or disparity in the terms, conditions or
language contained any previous correspondence from the Division, it is agreed behveen
the parties that the language in this Agreement shall prevaii.
Approving Signatures:
ON BEHALF OF THE DIVISION OF EMERGENCY MANAGEMENT(DIVISION)
Dated [his��ay of December, 2014
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Brian M. Satula, Division Administrator
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On Behalf of the City of Oshkosh
A Municipal Corporation
Dated this�day of� 201.�
Signature: G�--/� ��
Printed Na� : Mark A. Rohloff
Title: City Manager
Address: 215 Church Avenue
CitylSWte: Oshkosh,WI Zip: 54903-7130
On Behalf of the City of Oshkosh
Dated this� day of��, 20�t-�
Signature: � � f �' �. �, J.� � ,�� �� � �
Printe Name: Pamela R. Ubrig
Title: City Clerk
Address: 215 Church Avenue
City/State: Oshkosh, WI Zip: 54903-1130
On Behalf of the City of Oshkosh
Dated this y' day of�, 201_`J
Signature: ,'�l'C:TVI IQCz.�
Printed Name: Trena Larson
Title: Finance Director
Address: 215 Church Avenue
CitylState: Oshkosh, WI Zip: 54903-�130
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Approved as to form:
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Dated this L day of �I' C , 201 `J_�
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Signature: ��
Printed N e: Lynn A. Lo on
Title: CityAttorney
Address: 215 Church Avenue
City/SWte: Oshkosh, WI Zip: 54903-1130
li
Wisconsin Depariment ofAtlministration
Chs. 16, 19, 51 EXHIBIT A
DOA-3054(R10I2005)
Page 1 of 3
Standard Terms And Conditions
(Request For Bids I Proposals)
1A SPEqFICATIONS: The speci(cations in this request are LO UNFAIR SALES AGT: Prices qmtetl to ihe State of
the minimum acceptable. When specific manufacturer antl Wiscansin are nol governed by lhe Untair Sales Act.
motlel numbers are usetl, they are lo establish a desigq
type o( cons(ructioq quality, lunctional capability antl/or 8.0 ACCEPTANCE-REJECTION: The State of Wisconsin
performance level desired. When alternates are reserves the right to accept or reject any or all
bid/proposed, Ihey must be identified by manufacturer,stock bitls/pmposals,to waive any technicality in any bid/proposal
number, antl such other information necessary to establish submitteq and to accept any part of a bitl/proposal as
equivalenry. The State af Wisconsin shall be ihe sole jutlge deemetl to be in ihe best interests of the State of
of equivalency. Bidtlers/proposers are cautioned to avoid Wisconsin.
bidding altemates �o the speci(cations which may result in
rejection of their bitl/proposal. Bids/proposals MUST be date antl time stampetl by lhe
soliciting purchasing offce on or before the date and time
Y.0 DEVIATIONS AND E%CEPTIONS: Deviations and excep- that ihe bid/pmposal is due. Bids/proposals tlate antl time
tions fmm onginal tea1, terms, conditions, or speci(cations stampetl in another offce will be rejeMed. Receipt of a
shall be descriEetl fulty, on the bidtlefs/proposers lener- bid/pmposal by�he mail system does not constitute receipt
head, signed, and attachetl to ihe request. In the absence of a bitl/proposal by lhe purchasing offce.
of such statement, the bid/proposal shall be accepted as in
strict compliance with all terms, contlitions, antl specifica- 9.0 METHOD OP AWARD: Award shall be made to the lowest
tions and the bidders/pmposers shall be held liable. responsible, responsive bidtler unless otherwise speci(ed.
3.0 �UALITV: Unless otherwise intlicatetl in the request, all 70.0 ORDERING Pumhase orders or releases via purchasing
material shall be frst quality. Items which are used, cartls shall be placetl tlirectly to the contractar by an
tlemonstrators, obsolete, seconds, or which have been authorized agency. No other purchase ortlers are
discontinued are unacceptable without prior wntten approval authorized.
Dythe State o(Wisconsin.
71.0 PAVMENT TERMS AND INVOICING: The State of
4A �UANTITIES: The quan[ities shown on this request are Wisconsin normalry will pay properly submitted vendor
based on estimatetl needs. The state reserves the ri9M to invoices within thirty (30) days of receipt provitling goods
increase or decrease quantities to meet actual neetls. antllor serviws have been delivered, installetl (it requiretl),
and accepted as specifetl.
5.0 DELIVERY: Deliveries shall be EO.B. tlestination freight
prepaitl antl includetl unless otherwise specifed. Imoices presented for payment must be submitted in
accordance with instructions contained on the purchase
6.0 PRIqNG AND DISCOUNT: The.State of Wisconsin quali- order inclutling reference to purchase order number and
fes for governmental tliscounts and its educational instiN- submittal to ihe mrrect address(or pmcessing.
tions also qualily for educatianal tliscounis. Unit prices shall
reflect ihese tliscounis. A good faith dispute creates an exception to prompt
payment.
6.1 Unit prices shown on ihe bitl/proposal or coNroct
shall be the price per unit af sale(e.g.,gal.,cs., tloz., 12.0 TAXES The State of Wisconsin and its agencies are
ea.) as stated on lhe request or contract Far any exempt/mm payment o/all fetleral tax antl Wisconsin state
given item, the quantity multiplied by the unit price antl local taxes on its purchases except Wisconsin excise
s�all establlstl tM1e eMentletl price, �he unil price shall �axes as tlescribetl belaw.
govem in the bid/proposal evaluation and contraIX
adminisiratioa The State of Wisconsin, including all its agencies, is
required to pay �he Wiswnsin ezcise or occupation tax on
6.2 Prices establishetl in continuing agreements and its purchase of beer, liquor, wine, cigarettes, lobacco
term conVacts may be lowered due to general market products, motor vehicle fuel antl general aviation fuel.
conditions, but prices shall not be subject to increase However, it is exempt fmm paymen� of Wisronsin sales or
for nineTy (90)calentlar tlays from Ihe date of award. use tax on its purchases. The State of Wisconsin may be
Any increase proposed shall be submined to ihe subled to other states'taxes on its pumhases in that state
wntracting agency ihirty (30) calendar days before depending on the laws ot that state. Contredors pertorm-
the pmposetl eHective date of ihe price increase, and ing constmction aIXivities are requiretl to pay state use tax
shall be limited to tully tlocumentetl cost increases to on the cost o(materials.
the coniractar which are tlemonsiratetl to be indus-
trywide. The conditions under which price increases 13.0 GUARANTEED DELNERY: Failure of ihe coniracror to
may be granletl shall be expressed in bid/pmposal adhere to delivery schetlules as specifed or �o pmmpity
tlocumenis antl contreds or agreemenis. replace rejectetl materials shall rentler ihe coniractor liable
� for all msts in excess of the wntraIX price when altemate
6.3 In de�ermination of award, discounts for early procurement is necessary. Excess costs shall include �he
payment will only be consitleretl when all other mn- atlminisirative cosis.
ditions are equal and when payment terms allow at
least ffteen (15) tlays, provitling the discount terms 74.0 ENTIRE AGREEMENT: These S[andard Terms antl
are deemed tawrable. All payment terms must allow Contlitions shall apply �o any coniract or ortler awaMed as
the option of net ihirty(30). a result of this request except where special requirements
DOA-30%
Page 2 of 3
are stated elsewhere in the request; in such cases, ihe on preparing ihe plan antl technical assistance
special requiremenis shall apply. Further, the wntten regarding Ihis clause are available from ihe
contract antl/or order with reterencetl parts antl attach- caniracting s�ate agency.
menis shall cons�iWle �he entire agreemen� and na ather
terms and contlitions in any document, acceptance. or 192 The coniractor agrees to post in conspicuous places,
acknowledgment shall be effective or binding unless available for employees and applican(5 for employ-
expressly agreetl ro in wdting by the wntracting authoriry. ment, a notice to be provitletl by t�e coniraIXing state
agency that sets forth the pmvisions o!the State of
15.0 APPLICABLE LAW AND COMPLIANCE: This contract Wisconsin's nontliscrimination law.
shallbe governed underthe laws otthe State ofWisconsin.
The contreIXOr shall at all times comply with and observe all 79.7 Failure to comply with the conditions of this clause
federal antl state laws, local laws, ortlinances, and may result in ihe wnUactofs becoming tleclared an
regulations which are in effect during the period ot ihis "ineligible" coniractor, tertnination of ihe contract, or
wniract antl which in any manner aRect ihe work or i5 withholtling of payment.
ronducL The State of Wisconsin reserves the right to
wncel ihis wntract if ihe contractor (ails ro follow ihe 20.0 PATENT INFRMGEMENT: The cantracbr selling to ihe
requiremenis of s. 77 66, Wis. Stats., and related statutes State ot Wisconsin the articles tlescribed herein guarantees
regar0ing certifcation tor collection of sales and use tax. the articles were manufacWred or protlucetl in accortlance
The State o( Wisconsin also reserves ihe right ta cancel with appliwble tederallaborlaws. Further, ihatthe sale or
this caniract with any fetlerally tlebarretl coniractor or a use of ihe artides tlescribed herein will not infringe any
conirector ihat is presently identified on the list of parties United States pateni. The contraIXOr covenants that it will
exduded from federal prowrement and non-procurement at its own expense tlefend every suit which shall be brought
conVacis. against the State ot Wisconsin (providetl iha[ such
conUactor is pmmpity notifed o(such suit, antl all papers
76.0 ANTITRUST ASSIGNMENT: The coniractor and the State therein are delivered to it) for any allegetl infringement of
af Wisconsin rewgnize that in acNal economic praIXice, any patent by reason o(the sale or use of such articles,antl
overcharges resWting from antitrust violations are in (act agrees that it will pay all wsts,tlamages, antl profts recov-
usually bome by the State of Wisconsin (purchaser). erable in any such suit.
Therefore, ihe coniraIXOr hereby assigns to the State of
Wisconsin any and all claims for such overcharges as to 27.0 SAFETV RE�UIREMENTS: All materials, equipment, and
gootls, materials or services purchased in connec[ian with supplies pmvitled lo ihe State of Wisconsin must camply
ihisconiract. (ully with all safery requiremenis as set fotlh by ihe
Wisconsin Atlministrative Cotle and all applicable OSHA
1�.0 ASSIGNMENT: No right or tluly in whole or in part of ihe Standards.
controctor under this mntmct may be assignetl or tlele-
gatetl without ihe prior written consent of the State of 72.0 WARRANTV: Unless otherwise specifically stated by the
Wisconsin. bitltler/proposer, equipment purchasetl as a result of ihis
request shall be warranted against defects by ihe
�8.0 WORK CENTER CRITERIA: A work center must be certi- bitlderlproposer for one (1) year imm tlate of receipt. The
fed under s �fi752, Wis. Stats., and must ensure t�at equipment manufactureh stantlaN warranty shall appty as
when engagetl in Ihe protluction of materials, supPlies or a minimum and must be honoretl by ihe coniractor.
equipment or the pertormance of contractual services, nol
less than sevenry-fve percent p5%) of the total hours of 29.0 INSURANCE RESPONSIBILITY: The contractor perform-
tlirect labor are pedormed by severely hantliwppetl ing services for the State of Wisconsin shall:
individuals.
2JA Maintain worker's compensation insurance as
19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In required by Wisconsin Statutes, for all employees
connection with the pedormance ot work untler this engaged in the woB.
contract, ihe comracbr agrees not to tliscriminate against
any employee or appliwnt for employment because of age, 232 Maintain commercial liability, botlily injury and prop-
race, religion, color, handicap, sex, physiwl contlition, erty tlamage insurance against any claim(s) which
developmental disability as tlefnetl in s. 51.01(5), Wis migh� occur in carrying ovt this agreemenVCoNrec�.
Stats., sexual arien�ation as tlefnetl in s. 111.32(13m),Wis. Minimum coverege shall be one million tlollars
Stats., or national origin. This provisian shallinclude, but ($1,000,000) liabiliry for botlily injury and pmperty
not be limited to, ihe follawing: employmenl upgreding, damage including products liability and completetl
demotion ortransfer, recruitment or recruitment ativertising�, operations. Provide matar vehicle insurance for all
IayoH or terminatioq rates of pay or other (orms of owneQ non-owned and hired vehicles ihat are usetl
compensatiort, and selection for training, inclutling appren- in carrying out ihis wntract. Minimum coverage shall
ticeship. Except with respect to sexual orientatioq the be one million dollars ($1,000.000) per ocwrrence
contractor �uriher agrees to take af(irtnative action to combined single limi� !or automobile liability and
ensure equal employment opportunities. property damage.
79.7 Contrecis estima�ed to be over twenty-Ove ihousand 23.3 The state reserves the rigM to require higher or lower
tlollars ($25,000) require the submission of a written limits where warranted.
affrmative action plan by ihe contractor. An exemp-
tion ocwrs from Ihis requirement if ihe conirector has 24.0 CANCELLATION: The State of Wisconsin reserves �he
a workforce of less than hventy-fve (25) employees. right to cancel any contrect in whole or in part wi�hout
Within (fteen (15) working days after the contract is penalty tlue to nonappmpriation of funds or for(aiNre o(ihe
awartled, the contractor must submit the plan to the contractor to comply with tertns, contlitions, antl specifca-
contracting state agency for approval. Instmctions tians of ihis contract.
-. . > .
DOA-3054
Page 3 0l 3
30.0 MATERIAL SAFETV DATA SHEET: It any item(s) on an
25.0 VENDOR TAX DELIN�UENCY: Vendors who have a order(s) resWting from this awartl(s) is a hazartlous chemi-
tlelinquent Wisconsin tax IiabiliTy may have tneir paymenis cal, as tlefned untler 29CFR 1910.7200, provide one (1)
oRSet by ihe State of Wisconsin. copy of a Material Safety �ata Sheet Por each item with the
shipped container(s)antl one(1)copy with the invaice(s).
26.0 PUBLIC RECORDS ACCE55: It is �he intention of [he
state to maintain an open and public process in Ihe solicita- 7�.0 PROMOTIONAL ADVERTISING / NEWS RELEASES:
tion, submissioq review, and approval of prowrement Re�erence to or use of the State of Wisconsin, any of its
activities. depariments, agencies or other subunits, or any s�ate oRi-
cial or employee for commercial promotion is prohibitetl.
Bitl/praposal apenings are public unless olherwise speci- News releases pertaining to ihis prowrement shall not be
fieC. Recortls may not be available for public inspection matle withwt prior approval of the State of Wisconsin.
prior to issuance of ihe notice of intent lo award or the Release of broaticast e-mails pertaining to this pmcurement
awartl ot ihe coniract. shall not be made without prior wrinen authorization of ihe
mNracting agency.
17.0 PROPRIETARY INFORMATION: Any restrictians on �he
use of tlata contained within a request, must be cleady 32.0 HOLD HARMLE55: The rontractor will intlemnify and
stated in ihe bitl/pmFOSaI itself. Pmprietary intormation save harmless ihe State of Wiswnsin and all of its officers,
submittetl in response to a request will be handled in agents and employees from all suits, actions, or claims of
accorCance with applicable State of Wisconsin any character bmugN for or on acmunt of any injuries ar
procurement regulations antl the Wisconsin public recortls dama9es received by any persons or property resulting
law. Pmprietary resirictions normally are not acceptetl. from ihe operations of ihe contractor, or o( any of i[s
However, when accepted, it is the vendors responsibility to coniracrors, in prosecuting woric untler this agreement.
defend ihe determinalion in ihe event of an appeal or
litigation. 37.0 FOREIGN CORPORATION: A foreign corporotion (any
coryoration other than a Wisconsin coryoration) which
27.7 Data wntainetl in a bitllpmposal, all documentation becomes a party to this Agreement is reqvired to conform
pmvided therein, antl innovations tlevelopetl as a to all the requiremenis of Chapter 180, Wis. Stats., relating
result of ihe contractetl commodities or senices to a foreign corporation antl must possess a certifca�e of
cannot be copyrighted or patented. All data, docu- authority tmm ihe Wisconsin Depariment of Financial
mentation, and innovations become ihe pmperty af Institutions, unless the corporation is transading business
the State ot Wisconsin. in interstate commerce or is o�herv+ise exempt from the
requirement of obtaining a certl(cate o� authority. Any
27.3 Any material submittetl by the vendor in response to foreign corporation which tlesires to apply for a certifcate of
this reques� �ha� Ihe vendor consitlers conftlential authority should contac[ the Department of Financial
and proprietary information antl which qualifes as a Institulions, Division of Coryaratiaq P. O. Box ]846,
tratle secret, as provided in s. 19.36(5), Wis. Stats., Madison,WI 53707-7846 telephone(608)261-7577.
or material which can be kept con(dential under the
Wisconsin public recortls law, must be identi(etl on a 30.0 WORK CENTER PROGRAM-. The successful
Designation o!Confidential and Proprietary Informa- Citltler/proposer shall agree to implement pmcesses that
tion form (DOA-3027). Bitltlersiproposers may allow the State a9encies, including ihe University of
request ihe tarm if it is nat part of the Request for Wisconsin System, to salisfy the State's abligation ta
BidiRequest (or Proposal package. Bitllpmposal purchase goods and services producetl by work centers
pricescanno�beheldconfdential. certifietl under lhe State Use Law, s.16752, Wis. Stat.
This shall resWt in requiring the successful bidtler/proposer
28.0 DISCLOSURE: I( a state public official (5. 1942. Wis. to inclutle pmtlucts pmvidetl by work centers in its catalog
Stats.), a member of a state public offcial's immetliate for 5[ate aqencies antl campuses or to block the sale o(
famity, or any organizalion in which a state public aKcial or comparable items to State agencies and campuses.
a member of the oKcial's immetliate/amily owns or coMrols
a ten percent (10%) in�erest, is a party to lhis agreemen( 35.0 FORGE MAJEURE�. Neither pahy shall be in default �y
antl if ihis agreement invoNes payment of more than three reason of any failure in performance of this Agreement in
thousand tlollars ($3,000) within a hvelve (12) monih acmrtlance with reasonable mntrol and without fault or
period, this conVact is voitlaCle by ihe state unless appm- negligence on their part. Such causes may include, but are
priate tlisclosure is made according to s. 19.45(6), Wis. not restrictetl to, acts of nature or ihe public enemy, ads o�
Stats., be�ore signing the wntract Disclosure must be the government in either its sovereign or conirectual
made to �he State of Wisconsin E�hics BoarQ 44 East capaci�y, fres, Floads, epidemics, qvarantine res�ric�ions,
MifFlin Street, Suite 601, Madison. Wisconsin 53703 sVikes, freight embargoes antl unusualty severe weather,
(Telephone 608-266-8723). but in every case ihe failure to pertorm such must be
beyond ihe reasonable wntrol and without ihe fault or
State classifed and former employees antl certain negligence of Ihe party.
University o(Wisconsin (aculty/staH are sublect to separate
tlisclosure requirements, s. 16.477,Wis. Stats.
29.0 RECYCLED MATERIALS: The State of Wisconsin is
required to purchase producis inmrporating recycletl mate-
rials whenever technicalty and economically feasible.
Bidtlers are encouraged to bid pmducis with recycled
con�ent which meet specifications.
EXHIBIT B
EXTENDED CONTRACT FOR STATEWIDE STRUCTURAL
COLLAPSE TEAM MEMBERS
TRAINING COSTS
Calendar years 2015 and 2016
NAME OF CONTRACTOR: Citv of Oshkosh
NUMBER OF TEAM MEMBERS PROVIDED: 15
TRAINING COSTS CALCULATED AS:
Number of team members provided: 15
Required hours of training per annum: 32 hours
Hourly training cost: $4� oer hour
15 X 32 X $45.00 = $21,600.00
(# members) (Training hours) (Hourly cost) Total
ANNUAL TRAINING COSTS $21,600.00