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EXTENDED CONTRACT FOR
STATEWIDE STRUCTURAL COLLAPSE
TEAM MEMBERS
JANUARY 1, 2074 THROUGH DECEMBER 31, 2014
Between
STATE OF WISCONSIN
DEPARTMENT OF MILITARY AFFAIRS
DIVISION OF EMERGENCY MANAGEMENT
And
CITY OF OSHKOSH, WISCONSIN
DATE: December3, 2013
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EXTENDED CONTRACTFOR STATEWIDE STRUCTURALCOLLAPSE
TEAM MEMBERS
1.0 Generel Contract Information
1.1 Parties: This extended contrect is between the State of Wisconsin, Department of Military
Affairs, Division of Emergency Management (hereinafter "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 codifed in §323.72 of the Wisconsin Statutes and as further
amended.
12 Recitals: WHEREAS, in order to protect life and property against �he dangers of
emergencies involving catastrophic strucWral 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 Agreemeni with Contractor for the
provision of team members to serve on one of three statewide piatoons comprising the
Statewide Structural Collapse Team, and Contractor 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 fiduciary responsibilities to provide for the
containment, cleanup, repair, restoration and investigation of the environment (air, land
and water) in a struciural 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 Contrect Term: This Agreement shall continue for 1 year commencing January 1, 2014
through December 31, 2014.
2.0 Definitions
2.1 Definitions: 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
Ezhibit C Certifcate of Protection in Lieu of an Insurance Policy (as
applicable)
State means the State of Wisconsin.
Department means the State of Wisconsin, Department of Mititary 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 onry contrect with local agencies
as defined in g323J0(1)(b), Stats.
Local Aqencv has the meaning under§32370('I)(b), Stats.
OJA means the State of Wisconsin, Offce of Justice Assistance.
Resoonsible Partv means the person(s), as defined in §323.72(3)(a) and (b), Stats., who
possessed or controlled a structure that was involved in the structural collapse or the
person who caused the siructural collapse which caused the emergency to which
Contrector has responded.
Reqional Emerqencv All-Climate Traininq Center (REACT) is a training facility owned by
the State of Wisconsin, Department of Military Affairs and operated by the Division of
Emergency Management.
Structurel coilaose means an incident involving all types of construction with emergency
response activities that include expertise in 1) evaluating existing and potential
conditions at structural collapse incidents; 2) recognizing unique collapse or failure
hazards; 3) conducting search operations intended to locate victims trapped 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 beneath collapse debris; and 6) stabilizing the structure.
Structural Collaose Team Member means an individual provided by Contractor serving as
a team member on one of three platoons comprising the Statewide Structural Collapse
Team to provide statewide structural collapse emergency response that meets the
standards under the National Fire Protection Association standards NFPA 1001 and �670,
asfurtheramended.
Statewide Structural Collapse Team Platoon means a component of the Statewide
Structural Collapse Team made up of team members provided by the Contractor and/or
designated employees of the Contractor who are expected to respond tq control, and/or
stabi�ize the adual or poteniial structural collapse.
WI Taskforce 1 means the name of ihe Statewide Structural Collapse Team.
3.0 StatementofWork
3.1 Services to be provided by Contractor: During the term of this Agreement, the
Contrador agrees to provide statewide structural collapse team members for the ihree
statewide platoons comprising the Statewide Structural Collapse Team (also known as
WI Taskforce 1).
Contrectors response activities under this Agreement shall be limited to emergency
operations, reporting and documentation of adivities arising from catastrophic structural
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, monitoring, trensportation,
movement of hazardous materials, cleanup, storage and disposal of hazardous materials
ezcept 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 utillties, insure appropriate traffic
control 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 the Contrador 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.
3.2 Performance Conditions: Contractor acknowledges that it shall demonstrate to the
Division that iis employees designated as structural collapse teams members, structural
collapse equipment, and associated vehicles meet or exceed applicable NFPA treining
standards and any regulatory requirements.
3.3 Personnel: Contractor shall provide eight (8) 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 identified team members will meet
applicable training standards and certifcations at the time they are identified by Contractor
to serve as members of the Statewide Structural Collapse Team.
3.4 Vehicles and Equipment: If Ihe 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 vehicles and equipment. Contractor may retain
structural collapse equipment and vehicles provided by grant funding through OJA for
Contrador'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
Contracior from responding with structural collapse vehicles, equipment and supplies
under local authority, mutual-aid agreements, or other contracts under local authority.
3.6 Response Procedures and Limitations: Contractor recognizes that its obligations under
this Agreement are paramount to the State of Wisconsin. Contractor agrees that if local
fre response obligations in Contractor's own jurisdiction create limits or unavailable
resources, Contractor will seek aid from local jurisdictions to assist in local fre response
obligations in Contractor's own jurisdiction.
Contrector's obligation to provide services hereunder shall arise, with resped to specific
response actions, upon receipt of an emergency response request pursuant to Standard
Operating Guidelines provided in Subsection 3.8 herein.
3.7 Right of Refusal: If, on occasion, a response under this Agreement would temporarily
place a verifiable undue burden on the Contractor because Contractor'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
Operating Guidelines and "Call-Out Procedure" that will be mutualty approved by the
parties to this Agreement. Contractor agrees and understands that it shall not self deploy
structural collapse teams members to a catastrophic strudural collapse. 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 Treining Costs and Reimbursement for Emergency Response
There are two types of Contractor costs under this Agreement: (1) Required Training
Costs, and (2) Team Response Costs. Each of these costs are discussed more fully
beiow.
4.1 Required Training Costs: Under§32372(1), Stats., team personnel shall be treined and
certifed to the standards under the National Fire Protedion Association standards NFPA
1001 and 167Q 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-Climate 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-lwo (32) hours per team
member per annum. Additional specialty training is available at REACT. Ail 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 certifications. The Division shall maintain all structural collapse
and refresher training records on each team member for training received at REACT.
42 Team Response Costs and Reimbursement: Under §323.72(2), Stats., the Division
shail 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 andlor 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 ezisted and that one of the following
conditions applies:
(1) The person possessed or controlled a strucWre that was irnolved in the
stmctural 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 structural collapse incident under this Agreement. Such Team response costs
may include, but are not limited to:
(1) Reimbursement for use of Vehicle(s) and Apparatus: Contractor shall be
reimbursed for the approved use of its vehicles and equipment at FEMA-
established rates.
(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 ezpenses: Contractor's personnel backFill expenses to cover deployed
team members are reimbursable at the Contractor's actual cost.
(4) Emerqencv Ezpenses Contrectors 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
unjustifiable Contrador expenditures.
4.3 Maximum Contrect Payment for Training Costs: This Agreemeni shall have a
maximum contract payment of $11,520.00 per annum for training costs as described in
"Exhibit B" to this Agreement. This calculation is based upon $45 per hour for the
minimum of thirty-two (32) hours per feam 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
Division will pay for enhanced training for specialty job assignments for team members as
determined and approved in advance by the Division. The maximum contraci payment for
training does not, however, include Coniractor's team response costs as specified in
Subsection 42 of this Agreement. Contractor's personnel backfill 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 othenvise specifically 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 operate
as a release of the Division of all claims 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: Contractorwill
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 Contractoc Contractors 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 StrucWral Collapse Team response costs. Team response costs indude 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 si�cty (60) days of receipt of
Contractor's invoice. Contractor's team response costs shali be collected by the Division
from the responsible person(s) before any payment is made to the Contractoc Contractor
agrees to cooperete with the Division as is reasonable and necessary in order to allow the
Division to bill third parties and pursue cost 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 the 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 this Agreement to Division contribution for any Public Employees Retirement
Withholding System benefit(s). Contrector shall be responsible for paymenUwithholding of
any applicable federal, Social Security and State taxes.
4.7 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
Worker's Compensation under§323.70(4) of the Wisconsin Statutes.
4.8 Payment of Contractofs 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 claims as they become
due and for which the Division may be held liable, the proper officer(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, directry related to a particular emergency response involving a
structural collapse incident by the Statewide Structural Collapse Team. Operations also
include advanced training activities provided under this Agreement to members of the
Statewide Structural Collapse Team, but does not indude travel to and from the training.
5.2 Civil liabiliry 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 local agency, as defined in s. §323.70 (�) (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 responsibiiities under a contract
under§32372 (1), Stats.
5.3 Contractor 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 daims, suits or actions of
any nature arising out of the activities or omissions of Contractor, its officers,
subcontractors, agents or employees.
6.O Insurance Provisions
6.1 Public Liabiliry and Property Damage Insurance: Contractor shall maintain, at its own
expense, and keep in effect during the term of[his Agreement, commercial liability, bodily
injury and property damage insurance against any claim(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 liability and completed operations.
If Contractor is self-insured or uninsured, a Certificate of Protection in Lieu of an Insurance
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 Certificate is required to be presented prior to commencement of this
Agreement.
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62 Automobile Liability: Contrador 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 ($1,000,000) 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
Policy shall be submitted to the Division certifying that Contractor is protected by a Self-
Funded Liability and Property Program, or altemative funding source(s) attached hereto as
"Exhibit C". The Certifcate 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 Insurence: 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 certifcate is required to be presented prior to
commencement of this Agreement.
7.0 Standard Contract Terms, Conditions and Requirements
7.1 Disclosure of Independence and Relationship: Contractor certifes that no relationship
exists between the Statewide Structurel Collapse Team, the State or the Division that
interferes with fair competition or is a conflict of interest, and no relationship exists
belween 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 perfortnance 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 fundetl by the contraaing
agency or has interests that are adverse to the contracting agency. The Department of
Administration may waive this provision, in writing, if those aciivities of the Contractor will
not be adverse to the interests of the State.
72 Dual Employment: §16.417 of the Wisconsin Statutes, prohibifs 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 $5,000 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-profit corporations are bound by §180.0831 and
§181225 Wis. Stats., regarding conflicts of interest by directors in the conduct of state
contracts.
7.5 Recordkeeping and Record Retention: The Contractor shall establish and maintain
adequate records of all expenditures incurred under the Agreemeni. All records must be
kept in accordance with generally accepied accounting principles, and be consistent with
federal and state laws and local ordinances. The Division, the federal government, and
their duly authorized representatives shall have the right to audit, review, examine, copy
and transcribe any pertinent records or documents relating to any contract resulting from
this Agreement held by Contradoc 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 Wisconsin 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.
7.7 Termination of Agreement: The Division and/or Contrador may terminate this
Agreemeni at any time for cause by delivering one hundred twenty (120) days written
notice to the other Party. Upon termination, the Division's liability will be limited to the pro
rata cost of the training wsts provided under Subsection 4.� as of the date of termination
plus expenses incurred with the prior written approval of the Division. Upon termination,
Contractor will refund to the Division within one hundred twenty (120) days of said
termination pro rata training payments made hereunder by the Division to the Contractor.
Contractor may terminate this Agreement at will by delivering one hundred hventy (120)
days wririen 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 hventy (120)
days of said termination ali payments made hereunder by the Division for training costs,
under Subsection 4.1, provided [o 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 Contractor, under any of the following conditions:
(1) If funding from federal, state, or other sources is not obtained and/or coniinued
at levels sufficieM to allow for training, the Agreement may be modifed to
accommodate a reduction or increase in funds.
(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 termination 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 Sedion 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-appropriation of funds or for failure of the Contractor
to comply with the terms, conditions, and specifications of this Agreement.
7.9 Prime Contrector and Minority Business Su6contractors: In the event Contractor
subcontracts for supplies and/or services, any subcontractor must abide by all terms and
conditions of the AgreemenL The Contractor shall be responsible for contract performance
whether or not subcontractors are used.
Contractor is encouraged to purchase services and supplies when/if applicable from
minority businesses certifed by the Wisconsin Department of Development, Bureau of
Minority Business Develapment.
Contractor shall fle with the Department of Military Affairs quarterly reports 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 expressly agreed to, in writing, by the contrecting 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 fhe laws of the State of
Wisconsin. The Contractor and State shall at all times comply with and observe all federal
and state laws, local laws, ordinances and regulations which are in effect during the period
of this Agreement and which may in any manner affed 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 benefit of the parties to the Agreement and their respective successors and
assigns.
7.15 Force Majeure: Neither party to this Agreement shall be held responsible for delay or
default caused by fire, riots, acts of God and/or war which is beyond that partys
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 537W-7865
Telephone#: (608) 242-3232
FAX#: (608) 2423247
Copies of such written reports shall also be sent to:
ATTN: Office of Legal Counsel, WINGLGL
WI Dept. of Military Affairs
PO Box 8111
Madison, WI 53708-8171
7.17 Severebiliry: If any provision of this Agreement is declared by a court to be illegal or in
conflict with any law, the validity of the remaining terms and provisions shall not be
affected. The rights and obligations of the parties shall be construed 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, modifed,
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 Insuffcient Funds: The obligation of the Contractor under this Agreement is contingent
upon the availability and allotment of funds by the Division to Contrador and Contractor
may, upon one hundred tweniy (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 effect any event or defauk other than the event
or default specifed 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 eztent expressly provided by the
Division, State or Contractor therein. A waiver of any covenant, term or condition
contained herein shail not be construed as a waiver of any subsequent breach of the
same covenant, term or condition.
722 Construction of Agreement: This Agreement is intended to be solely between the
parties hereto. No part of the Agreement shall be construed to add, supplement, amend,
abridge, or repeal existing rights, benefts or privileges of any third party or parties,
including but not limited to employees of either of the parties.
723 Dispariry: 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 between
the parties that the language in this Agreement shall prevail.
Approving Signatures:
ON BEHALF OF THE DIVISION OF EMERGENCY MANAGEMENT(DIVISION)
Dated this�' 2Yay of December, 2013
Bri�M. Satul�ivision Administra�
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On Behalf of the City of Oshkosh
A Municipal Corporation
Dated this�day of Ma� 201�
Signature: �'G�-17��1/
Printed N e: Mark A. Rohloff
Title: City Manager
Address: 215 Church Avenue
CitylSWte: Oshkosh, Wl Zip: 54903-1130
On Behalf of the City of Oshkosh
Dated this�day of�, 201�
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✓
Signature: �' ���� ���� k
Printed Name: Pamela R. Ubrig
Title: City Clerk
Address: 215 Church Avenue
CitylState: Oshkosh, WI Zip: 549 0 3-11 3 0
On Behalf of the City of Oshkosh
Dated this�day of�, 201 5
Signature: ,'�mM �� rj
Printed Name:Aeggy-Stemv?rCn0. �.arSFih
Title: Finance Director
Addre55: 215 Church Avenue
CitylState: Oshkosh, WI Zip: 54903-1730
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Approved as to fortn:
Dated this�tlay of (lti , 2015
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Signatu
Prin�d m : Lynn A. enson
Title: �City Attorney
Address: 215 Church Avenue
CitylState: Oshkosh, WI Zip: 54903-1130
IS
' WiscbnsinDepahmentofAdminis�ration
Chs. i6, 19, 51 EXHIBIT A
�OA-3056(R102005)
Page t of 3
Standard Terms And Conditions
(Request For Bids I Proposals)
7.0 SPECIPICATIONS: The specifcalions in ihis request are 7.0 UNFAIR SALES ACT: Prices quoted to the State o(
the minimum acceptable. W�en specifc manufaIXUrer and Wisconsin are not governetl by ihe Unfair Sales Act.
motlel numbers are used, they are to establish a tlesigq
rype of constmction, quality, Ponctional capabiliry and/or 8.0 ACCEPTANCE-REJECTION: ihe State o� Wisconsin
pertormance level tlesired. When altemates are reserves ihe right to accept or reject any or all
bidlproposed, they must be identifetl by manufaIXUrer,stock bitls/pmposals, to waive any technicality in any bitl/pmposal
number, and such other in(ormation necessary to establish submitted, and to accept any part o� a bid/proposal as
equivalency. The State of Wisconsin shall be ihe sole judge deemed to be in ihe best interesis of lhe Sta�e of
a( equivalency. Bitltlers/proposers are cautionetl to avoitl Wisconsin.
bitlding altemates to the specifcations which may result in
rejectionottheirbid/proposal. Bids/proposals MUST be tlate antl time stamped by ihe
soliciting purchasing olfce on or before the date and time
2.0 DEVIATIONS AND EXCEPTIONS: Deviations and excep- Ihat the bitl/proposal is due. Bids/pmposals tlate antl time
tions from original te�t, tertns, conditions, or specifcations slamped in another office will be rejectetl. Receipt of a
shall be described fully, on the bidders/proposer's letter- bitl/proposal by ihe mail system does not canstiNte receipt
head, signed, antl attachetl ro ihe request. In Ihe absence o(a bid/proposal by the purchasing offce.
of such statement, the bid/pmposal shall be accepted as in
sirict compliance with all terms, contlitions, and specifca- 9.0 METHOD OF AWARD: Awartl shall be made b the lowest
tions and the bitltlers/Froposers shall be helC liable. responsible, responsive bitltler unless otherwise specifetl.
3.0 QUALITY: Unless otherwise indicatetl in ihe request, all 10.0 OR�ERING: Purohase orders or releases via purchasing
material shall be frst quality. Items which are useQ cards shall be placetl tlirectly to ihe controctor by an
tlemonstrators, obsolete, seconds, or which have been authorizetl agency. No other purchase ortlers are
discontinued are unacceptable without pnor written approval authorized.
Dy ihe State oF Wisconsin.
77.0 PAYMENT TERMS AND INVOICING: The State of
4.0 �UANTITIES: The quan�ities shown on ihis request are Wisconsin normally will pay pmperty submittetl vendor
based on estimatetl neetls. The state reserves the right to invoices within thirty (30) tlays of receipt providing gootls
increase or decrease quantities to meet actual needs. antl/or services �ave been delivereQ installetl (if required),
and accepted as speci0etl.
5.0 DELIVERY: Deliveries shall be F.O.B. destination freight
prepaitl antl inclutled unless otherv✓ise specifietl. Invoices presented for payment must be submittetl in
accortlance with instmctions containetl on ihe purchase
6.0 PRICING AND DISCOONT: The State of Wisconsin quali- order including reterence to purchase order number antl
fies for govemmental tliscounts and its educational institu- submittal to ihe cortect address tor processing.
tions also qualiry for eGUCational discaunis. Unit prices shall
refleIX these discounts. A good faith dispute creates an exception to prompt
payment.
6A Unit prices shown on �he bitl/proposal or contract
shall be ihe price per unit of sale(e.g., gal., cs., tloz., 72.0 TAXES: The State of Wisconsin antl its agencies are
ea.) as stated on the request or coniracL For any exempt trom payment o(all federal tax antl Wisconsin state
9iven item, the quantiry mWtiplied by the unit price antl local taces on its pumhases except Wismnsin excise
shall establish�he ex�ended price, lhe unit pnce sha0 �axes as describetl below.
govem in ihe bitl/propasal evaluation and contract
atlministrotion. The State of Wisconsin, inclvding all its agencies, is
requiretl to pay lhe Wisconsin excise or occupation tax on
61 Pnces established in continuing agreemenis and its purchase of beer, liquor, wine. cigaretles, tobacco
term coniracis may be loweretl tlue to general market products, mo[or vehicle fuel and general aviation fuel.
contlitions, Gut prices shall nol be subjeM to increase However, it is exempt Gom payment of Wiswnsin sales or
for ninery (90)ralentlar tlays (mm the date ot awartl. use tax on its purohases. The State of Wisconsin may be
Any increase proposed shall be submitted to the subject to other states'taxes on its pumhases in Ihat state
contreIXing agency Ihirty (30) calendar days betore depentling on ihe laws ofthat state. Coniractore perfortn-
�he proposed eflective date of ihe price increase, and ing constmction activities are requiretl to pay state use tax
shall �e limited b tully tlocumented cost increases to on ihe cost o(materials.
the contractor which are demonsirated to be indus-
irywitle. The conditions under which price increases 73.0 GUARANTEED DELIVERY: PaiNre of the wntractor to
may be granted shall be expressed in bitl/proposal adhere to delivery schedules as specifietl or to promptly
tlocumen(s and coniracis or agreements. replace rejected materials shall render ihe contredor liable
for all cos�s in excess of ihe contract price when alternate
6.1 In determination ot award, discounts (or early procurement is necessary. Excess cosfs shall inclutle the
payment will only be consitlered w�en all other wn- adminishalive cosis.
ditions are equal and when payment tertns allow at
leas� fifteen (15) tlays, providing Ihe discounl terms 74.0 ENTIRE AGREEMENT: These Stantlartl Terms and
are deemed tavorable. All payment terms must allow Conditions shall apply to any roniract or ortler awarded as
ihe option of net thirty(30). a result of this request except where special requirements
b()A-'l054
Page 2 of 3
are staled elsewhere in the reques( in such cases, the on preparing the plan and �echnical assistance
special requiremenis shall apply. FuHher, lhe written regarding ihis clause are available tmm the
contrad antl/or ortler with referenceG patls antl aHach- coniracting state agency.
ments shall constitute the entire agreement and no other
tertns and conditions in any document, acceptance, or 192 The contractor agrees to post in wnspicuaus places,
acknowletlgment shall be effective or binding unless available for employees and applicants for employ-
expressly agreetl to in writing by the cantreding authori�y. ment, a natice to be provitletl by Ne contreding s�ate
agency ihat sets (orth the provisions ofthe State of
75.0 APPLICABLE LAW AND COMPLIANCE: This coniract Wisconsin's nondiscrimination law.
shall be governed under ihe laws of ihe State of Wisconsin.
The contractor shall at all times comply with and observe all 79.3 Failure ta camply with ihe wnditions ot ihis clause
fetleral anC state laws, local laws, ortlinances, and may result in the coniracrofs becoming tleclared an
regulations which are in eHect during ihe periotl of ihis "ineligible" contractor, termination ot�he contrac�, or
wniract antl which in any manner affect lhe work or its withholtling of payment.
wntluc[. The 5[ale of Wisconsin reserves ihe right to
cancel Ihis tantract it the wntractor fails to tollow ihe 20.0 PATENT INFRINGEMENT: The con�ractor selling to the
requirements of s. 77.66, Wis. Stats., antl related statutes State o(Wisconsin ihe articles describetl herein guarantees
regarding certifcation Por collection o! sales antl use tax. ihe atlicles were manufacturetl or produced in accordance
The Slate ot Wisconsin also reserves the right ro cancel with applicable federal labor laws Further, that the sale or
ihis coniract with any federally debaned contractor or a use of the artides describetl herein will not infringe any
contractor ihat is presenlly itlentifed on the list of parties United States patenL The conirador covenanis ihat it will
exduded from federal procurement and non-prowrement at its own expense defend every suit which shall be bmught
contracts. a9ainst the State o( Wisconsin (provitletl ihat such
coniractor is promptly notifetl of such sui( and all papers
78.0 ANTITRUST ASSIGNMENT: The contractor and the State therein are delivered to ip for any allegetl infringement of
of Wiswnsin recognize ihat in adual economic prectice, any patent by reason of the sale or use ot such articles, antl
overcharges resulting Gom antiVUSt violations are in fact agrees that it will pay all costs, tlamages, antl profis recov-
usually bome by the State of Wisconsin (purchaser). ereble in any such suit.
T�erefore, ihe wntractor hereby assigns to Ihe State ot
Wisconsin any antl all claims for such overcharges as to 27.0 SAFETY RE�UIREMENTS: All materials, equipment, and
gootls, materials or services purchased in connedion with supplies providetl to ihe State of Wisconsin must wmply
�hisconiract. fulty with all safety requirements as set forih by the
Wisconsin Atlminisirative Cotle antl all applicable OSHA
V.0 ASSIGNMENT: No nght or duty in whole or in part of the Standards.
mntractor under this coniract may be assignetl or tlele-
gatetl without the prior wriHen consent of ihe State of R2.0 WARRANTY: Unless othermise specificalty stated by the
Wisconsin. bitlder/proposer, equipment pumhasetl as a result of this
request shall be warrantetl against tlefecis by ihe
78.0 WORK CENTER CRITERIA: A wark center must be certi- bitltler/proposer (or one (1) year from date o�receipt. The
fed under s. 16.�52, Wis. Stats., antl must ensure ihat equipment mawfacturer's stantlartl warranty shall apply as
when engagetl in the produc�ion ot materials, supplies or a minimum and must be honoretl by ihe contractor.
equipment or the peAOrmance of coniractual services, not
less ihan sevenry-five percent (75%) of the total hours of 13.0 INSUR4NCE RESPONSIBILITY: The contractor perform-
direct labor are performetl by severely handicapped ing senices for the State of Wisconsin shall:
intlivitluals.
P34 Maintain workers wmpensation insurance as
19.0 NONDISCRIMINATION I AFFIRMATIVE ACTION: In required by Wisconsin Statutes, far all employees
wnnection with ihe pertormance of work under this engaged in ihe work.
contraIX, the contaIXOr agrees notto tliscriminate against
any employee or appliwnt for employmenl because of age, 23.2 Maintain commercial liabiliry, bodily injury antl prop-
race, religiory wlor, hantlicap, sex, physical condition, eM1y damage insurance against any claim(s) which
tlevelopmental tlisabiliry as tlefned in s. 51 01(5), Wis. might occur in carrying out ihis agreementicontract.
Stats., sexual orienta[ion as defined in s. 111.32(13m),Wis. Minimum wverage shall be one million dollars
Stats., or national origia This pmvision shall indude, but (gi 000,000) liabiliry for bodily injury and property
not be limited to, the following'. employment, upgrading, tlamage including pmtlucts liability antl wmpleted
tlemotion or transfer', recruitment or recmitment advertising; operotions. Pmvitle motor vehide insurance for all
IayoH or tertninatioq rates of pay or other (orms of owneQ non-owned and hired vehicles ihat are usetl
compensation; and selec�ion for iraining, indutling appren- in carrying out this contract. Minimum wverage shall
ticeship. Excepl wllh respect to sexuel orientation, ihe be one mllllon tlollars ($1 000,000) per occurrence
coniracbr furiher agrees to take affirtnative action to combined single limit (or automobile liability and
ensure equal employment opportunities. property damage.
79.7 Conimcts estimated lo be over hvenry-fve ihousand 23.3 The state resenes ihe nght to require higher or lower
tlollars ($25,000) require the submission of a written limits where warran�ed.
affrmative action plan by�he contractor. An exemp-
tion occurs from ihis requirement if the coniracbr has ]4.0 CANCELLATION: The State of Wisconsin reserves ihe
a workforce of less ihan hventy-fve (25) employees. right to cancel any wntrect in whole or in part without
Within fReen (15) working days a%er ihe contrecl is penalty due to nonappmpriation of funtls or for failure of the
awartleQ ihe contractor must submit the plan to the conlractor to comply with terms, contlitions, antl specifca-
contracting state agency for approval. Instmctions (ions of ihis contract.
DOA-3054
Page 3 of 3
30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an
25.0 VENDOR TAX DELIN�UENCY: Ventlors who have a ortler(s) resulting from ihis award(s) is a hazardous chemi-
delinquent Wisconsin tax liability may have iheir paymenis cal, as defined under 29CFR 1910.1200, pmvide one (1)
oHset by the State of Wiswnsin. copy of a Material Safery �ata Sheel for each i�em with ihe
shipped container(s)and one(i)copy with�he invoice(s).
26.0 PUBLIC RECORDS ACCE55: It is the intentian of the
state to maintain an open antl public process in ihe solicita- 11.0 PROMOTIONAL ADVERTISING / NEWS RELEASES:
tion, submission, review, and approval of procurement Reference to or use ot the State of Wisconsin, any of its
activities. tlepatlments, agencies or other subunits, or any state offi-
cial or employee (or wmmercial pmmolion is pmhibited.
Bid/proposal openings are public unless otherv+ise speci- News releases pertaining to Ihis procurement shall not be
(etl. f2ecorGS may not be available for public inspeMian made without pnor approval of ihe State of Wisconsin.
prior to issuance of the notice of intent to awartl or the Release of bmaticast e-mails pertaining to ihis prowrement
award ot ihe coniract. shall not be matle without prior written authorization of ihe
wntroMing agency.
27.0 PROPRIETARY INFORMATION: Any restrictions on ihe
use o! tlata containetl within a request, must be clearly 32.0 HOLD HARMLESS: The conirador will indemnify and
stateC in the bid/pmposal itself Pmprietary intarmation save harmless the State of Wisconsin and all of its offcers.
submi�ted in response to a request will be handled in agents antl employees (rom all suits, actions, or daims of
accortlance with applicable State ot Wisconsin any character bmugM (or or on account ot any injuries or
pmarement regulations antl lhe Wisconsin public rerortls damages receivetl by any persons or property resulting
law. Proprietary resiriMions normally are not acceptetl. from ihe operetions of the coniractor, or of any of its
Hawever, when accepteQ it is ihe ventlofs responsibility ro wntractors, in prosecuting work untler ihis agreement.
tlefentl ihe tletermination in the event o( an appeal or
litigation. �3A FOREIGN CORPORATION: A foreign Corporation (any
corporation other than a Wisconsin corporation) which
Y1.1 Data wntainetl in a bitl/proposal, all documentation bewmes a party to this Agreement is required to contorm
provided thereiq and innovations tlevelopetl as a to all ihe requirements of Chapter 180, Wis Stats., relating
result ot ihe coniractetl commodities or senices to a foreign corporation and must possess a certi(cate o!
cannot be copyrightetl or patentetl. All tlata, tlocu- authoriry from the Wisconsin Department of Pinancial
mentation, antl innovations become �he pmperty at Ins�i�utions, unless �he coryoretion is �rensaMing business
ihe 5[ate of Wisconsin. in interstate commerce or is otherv+ise exempt from the
requirement of obtaining a certificate of authority. Any
272 Any material submitted by the vendor in response to foreign coiporation which tlesires to apply for a certifcate of
this request t�at the vendor consitlers confitlenlial aulhority should contaM the Department of Financial
antl proprietary in(ormation antl which qualifes as a InStiNtions, Division o/ Coryoretion, P. O. Box 784fi,
trade secret, as pmvitletl in s. 19.36(5), Wis. Stats.. Madison,WI 53707-7846;lelephone(608)26145]7.
or material which can be kept confidential under the
Wisconsin public records law, must be itlentifetl on a 34.0 WORK GENTER PROGRAM: The successful
Designalion of Conftlential and Propnetary Informa- bitlder/proposer shall agree to implement pmcesses that
tion fortn (DOA3027). Bitltlers/pmposers may allow Ihe S�a�e agencies, including the llniversiry of
request the fortn if it is not part of the Request for Wiswnsin System, to satisfy the State's obligation to
Bid/Request for Propasal package. Bid/proposal purchase goods and services protluced by work centers
prices cannol be heltl con(tlential. cetlifetl untler the State Use Law, 5.16752, Wis. Stat.
This shall result in requiring ihe successful bitldedproposer
28.0 DISCLOSURE: It a state public offcial (s. 19A2, Wis. to indutle protlucts provided by work centers in its calalog
Stats.), a member o( a state public offcial's immediate for State agencies antl campuses or to block Ihe sale ot
famity, or any organization in which a state public oRCial or comparable items to State agencies and campuses.
a member of ihe oHCial's immetliate tamily owns or conirols
a �en percent (10%) interest is a pahy lo �his agreement, 35.0 FORCE MAJEURE�. Neither party shall be in tletaul� by
and if this agreement involves payment of more than ihree reason of any failure in pedormance of this Agreement in
Ihousantl tlollars ($3,000) within a twelve (12) month accordance with reasonable control antl without fautl or
period, this contract is voitlable by the state unless appro- negligence on iheir part. Such causes may inclutle, but are
priate tlisclosure is matle according b s. 19.45(6), Wis. no�res�ricted�o, acis a(nature or the public enemy, acts o(
Stats., Gefore signing ihe coniract. Disclosure must be the government in either its sovereign or coniractual
matle to ihe State of Wisconsin Ethics BoarQ 44 East capaciry, fres, tlootls, epidemics, quarontine restrictions,
Mifflin Street, Suite 601, Madison, Wiscansin 53�03 sirikes, freight embargoes and unusually severe weather,
(Telephone 60&266-8123). bul in every case Ihe failure to peAortn such must be
beyontl the reasonable conirol and without the faNt or
State classiFletl and fortner employees antl certain negligenceotiheparty.
University of Wisconsin (aculry/staff are sublect to separete
disclosure requirements,s. 16.417,Wis.Stats.
29.0 RECVCLED MATERIALS: The State of Wisconsin is
required m purchase products incorporating recycled mate-
rials whenever technically and economically feasible.
Bidders are encourage0 to bitl products with recycled
content which meet specifcations.
EXHIBIT B
EXTENDED CONTRACT FOR STATEWIDE STRUCTURAL
COLLAPSE TEAM MEMBERS
TRAINING COSTS
Calendar year 2014
NAME OF CONTRACTOR: Citv of Oshkosh
NUMBER OF TEAM MEMBERS PROVIDED: 8
TRAINING COSTS CALCULATED AS:
Number of team members provided: 8
Required hours of training per annum: 32 hours
Hourly training cost: $45 oer hour
8 X 32 X $45.00 = $11.520.00
(# members) (Trainiog hours) (Hourly cost) Total
ANNUAL TRAINING COSTS 511,520.00