Mayor's Commission on Communities of Color (Meets 2nd Monday of each month at 5:30 p.m.)

Office of the Mayor Jim Paine, Mayor Nick Raverty, Chief of Staff Phone: (715) 395-7212 1316 North 14th Street, #301 Fax: (715) 395-7590 Superior, WI 54880 TDD: (715) 395-7521 Website: www.ci.superior.wi.us E-mail: mayor@ci.superior.wi.us AGENDA MAYOR'S COMMISSION ON COMMUNITIES OF COLOR MONDAY, FEBRUARY, 2021 5:30 P.M. – Virtual Attendance https://meet.google.com/epd-qkjn-cji (US) +1 617-675-4444 PIN: 309 699 489 7885# Members: Chair Deanna Reder, Deonne Nelson, Natasha Lancour, Jenny Van Sickle, Pat St. Germaine, and Kat Werchouski AGENDA: 1. Roll Call 2. Approval of January 11 minutes 3. Discussion with Community Policing Officer Bradley Jago on Outreach Specialist position 4. Discuss draft RFP for city staff training 5. Any other business 6. Adjournment The City of Superior complies with the Americans with Disabilities Act of 1990. If you are in need of an accommodation to participate in the public meeting process, please contact Nick Raverty at (715) 395-7212 by 4:30 pm on Friday prior to the scheduled meeting. The City will attempt to accommodate any request depending on the amount of notice we receive. Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. c: City Clerk’s Office Public Access – via e-mail  Office of the Mayor Jim Paine, Mayor Nick Raverty, Chief of Staff Phone: (715) 395-7212 1316 North 14th Street, #301 Fax: (715) 395-7590 Superior, WI 54880 TDD: (715) 395-7521 Website: www.ci.superior.wi.us E-mail: mayor@ci.superior.wi.us MINUTES MAYOR'S COMMISSION ON COMMUNITIES OF COLOR MONDAY, JANUARY 11, 2021 5:30 P.M. – Virtual Attendance Members: Chair Deanna Reder, Natasha Lancour, Jenny Van Sickle, and Kat Werchouski Others Present: Mayor Jim Paine, Nick Raverty, Police Chief Nicholas Alexander, Sue Heskin, and Shelley Nelson The December 14th meeting of the Mayor’s Commission on Communities of Color was called to order at 5:31pm. AGENDA: 1. Roll Call 2. Approval of November 10 minutes Motion by Commissioner Werchouski, second by Commissioner Van Sickle, and approved unanimously. 3. Presentation from Superior Public Library Director, Sue Heskin Library Director Sue Heskin gave a short presentation discussing the library and its programs. Heskin also informed the commission about the Comprehensive Assessment the library will be conducting to gauge its diversity and inclusion – which Commissioner Lancour will be serving as a representative for. Director Heskin finished the presentation by welcoming any questions, feedback, ideas, opportunities, and guidance from the commission. Commissioner Reder inquired about any efforts to increase online accessibility. Heskin told the commission their goal is to increase accessibility and user interface through the website, and are looking at policies that may help break down barriers. Commissioner Lancour asked for the library to put more focus on outreach, and focus on the inclusivity of their existing collections. She expressed an interest in seeing staff who are youth- focused and more involved with the youth community. Commissioner Van Sickle asked if librarians can administer NARCAN, and if the tax program will be taking place in 2021. Heskin said the librarians cannot administer NARCAN but do know c: City Clerk’s Office Public Access – via e-mail  the response time for medical services is very good for the library, and the tax program will begin soon. Heskin acknowledged her belief that the library staff is in need of, and eager for, more training opportunities, and are excited about the development of the social worker position within the Superior Police Department. 4. Discuss a Communities of Color/LGBTQ+ liaison officer Chief Alexander opened the conversation by informing the commission that a liaison officer had existed in this capacity in the past, but was not currently in use. He added this type of liaison will create consistency for communities of color and the LGBTQ+ community, which would help reduce barriers. This position would help provide resources for non-emergent calls to SPD, and this officer would be trained above and beyond to help these communities. Commissioner Lancour expressed her appreciation and is excited about this opportunity. Commissioner Van Sickle shared her thoughts stating this is an excellent opportunity and very important for the community. She also shared concerns that other officers may come to rely on this position to help communities of color/LGBTQ+. Chief Alexander stated this position would be utilized to train other officers in the department, but he would also keep an eye on how this position works within the entire department to ensure the scenario described does not occur. Commissioner Reder inquired if there could be a group/task force to work with this officer on initiatives within Superior. Chief Alexander shared this would be a possibility. There is already a domestic violence crisis communication response (CCR) team as well as a sexual violence CCR team. Commissioner Werchouski shared their excitement for this role and the advanced training. Chief Alexander said this position will help create a strong response team within our community. He will continue to research and move the project forward. He will bring further developments back to the commission. Commissioner Van Sickle made a motion to make the following statement of support: The Mayor’s Commission on Communities of Color supports assigning a renewed collateral duty to have a Communities of Color and LGBTQIA+ Liaison Officer in the Superior Police Department. The motion was made by Commissioner Van Sickle, seconded by Commissioner Reder, and approved unanimously. 5. Discuss switching to quarterly or bi-monthly meetings Commissioner Reder opened the conversation by sharing a concern to reach quorum in meetings, and a potential remedy being switching to quarterly or bi-monthly meetings to allow for a more robust agenda and increased participation. They would personally like to see the commission continue to meet monthly. Commissioner Werchouski is comfortable switching to bi-monthly to accommodate busy schedules, so long as there are agenda items to act on. Commissioner Lancour is in favor of continuing monthly meetings at the designated date and time. Commissioner Werchouski asked for clarification for the time allotted for the meetings. Commissioner Reder stated commissioners should plan on an hour-long meeting typically. Motion to continue meeting the second Monday of the month at 5:30pm by Commissioner Werchouski, seconded by Commissioner Lancour, and approved unanimously. 6. Goals for 2021 Commissioner Reder’s goals for the year include regularly reaching quorum at meetings, having guest speakers regularly, and having the commission become more involved in the community. c: City Clerk’s Office Public Access – via e-mail  Commissioner Van Sickle’s goals include city department heads each visiting the commission to have collaborative conversations, explore staff training, and to act as a commission of policy. Other commissioners shared in the already stated goals. 7. City staff training Mayor Paine shared he will work with the city’s contract analyst to author a Request for Proposals (RFP) that the commission can then refine to fit their goals with staff training. Commissioner Werchouski requested a lighter agenda if possible so the commission can focus on this topic at the next meeting. 8. Citizen suggestion update Nick Raverty shared updates were made to the Commission’s webpage to include a conact form which will be sent as an email to all commissioners. It was requested that short bios be added to the webpage as well. 9. MLK Day Commissioner Reder asked if the city had anything planned for Martin Luther King Jr. Day. Mayor Paine shared a joint proclamation is typically created with Duluth. The city will also look into sharing information of other events in the Twin Ports through the website. 10. Any other business 11. Adjournment The meeting was adjourned at 6:51pm. The City of Superior complies with the Americans with Disabilities Act of 1990. If you are in need of an accommodation to participate in the public meeting process, please contact Nick Raverty at (715) 395-7212 by 4:30 pm on Friday prior to the scheduled meeting. The City will attempt to accommodate any request depending on the amount of notice we receive. Notice is hereby given that a majority of the members of the Common Council may be present at the meeting, and although this may constitute a quorum of the Common Council, the Council will not take any action at this meeting. c: City Clerk’s Office Public Access – via e-mail  Request for Proposal and Qualifications - 2021 Diversity and Inclusion Employee Training CITY OF SUPERIOR, WISCONSIN Cammi Koneczny Human Resource Director Bid #xx-xx-xx  TABLE OF CONTENTS 1. Advertisement for Proposals ................................................................................................ 3 2. Schedule of Activities ................................................................................................................ 4 3. Information for Prospective Service Consultant ........................................................ 5 4. Statement of Qualifications Requirements ...................................................................... 7 5. Scope of Services............................................................................................................................. 8 5.1 Purpose ........................................................................................................................................ 8 5.2 Background ................................................................................................................................ 8 5.3 Evaluation Criteria ..................................................................................................................... 9 6. Addenda Acknowledgement .............................................................................................. 11 7. Agreement....................................................................................................................................... 12 Employee Training 2  1. Advertisement for Proposals Request for Statement of Proposal and Qualifications City of Superior, Wisconsin Professional Services for Diversity and Inclusion Employee Training Proposals will be received by the City of Superior, at 1316 North 14th Street, 2nd floor, Attn: Contract Analyst, Superior, WI 54880. Proposals will be evaluated by City staff. Proposals Due: Proposal Due Date: <<Weekday>>, <<Month>> <<Day>>, 2018 at <<TIME>> PM Project: The purpose of this request for proposals (RFP) is to select qualified and experienced individuals and/or organizations to provide online Diversity and Inclusion Training to the City of Superior employees. The City of Superior has approximately 245 employees. All proposals must be prepared on the form provided and submitted in accordance to the Instructions to Consultant/Firm. Specifications may be obtained through the Internet at DemandStar.com via the City of Superior’s web page or by phoning Demand Star at 1- 800-711-1712. Proposal requirements may be viewed at the City of Superior, Government Center, 2nd Floor, 1316 North 14th Street, Superior, Wisconsin (715-395- 7557). The City of Superior encourages the participation of minority, women-owned and disadvantaged business enterprises. The City of Superior reserves the right to reject any or all proposals, to waive irregularities, or to accept such proposals, as in the opinion of the City, will be in its best interests. Cammi Koneczny Human Resource Director Superior Telegram: <<Weekday, Date>> and <<Weekday, Date>> Employee Training 3  2. Schedule of Activities Subject: Diversity and Inclusion Employee Training RFP#: xx-xx-xx Due Date: <<Weekday, Date>> Time Due: <<Time>> DATE EVENT <<Date>> RFP Released <<Weekday>>(s) <<Date>> Publication Dates and <<Date>> <<Weekday>> <<Date>> Pre-Proposal Conference: <<Time>> <<Weekday>>, <<Date>> Deadline for Questions <<Weekday>>, <<Date>> Final Addendum Issued <<Weekday>>, <<Date>> Sealed Proposals Due: <<TIME>> Week(s) of <<Date>> Potential Interview(s) and <<Date>> <<Weekday>>, <<Date>> City Council vote on firm recommendation Week of <<Date>> Sign Agreement Week of <<Date>> Training commences Employee Training 4  3. Information for Prospective Service Consultant 3.1 Proposals will be accepted until <<Time>> on <<Weekday>>, <<Date>>. Any proposals received after this time may not be considered. The proposal packet shall be placed in an envelope and shall be sealed. On the envelope shall be plainly written: the date of the opening, the title of the project and the name of the proposer. Respondent shall submit one (1) unbound original and two (2) bound copies of qualifications documents. 3.2 This is a qualifications based selection. The Proposal, Statement of Qualifications, Qualifications Reference Form, Qualification Evaluation Checklist, reference checks, and interviews (at the option of the City) will be used to identify the most competitive firm(s). The City reserves the right to identify competitive firm(s), as in its opinion, will be in its best interests. 3.3 The City of Superior and its designees will review the proposals and select the most highly qualified and cost competitive firm(s) to contact for further screening as it deems appropriate. 3.4 The consultant shall submit a list of their subcontractors as a part of their proposal, which list shall not be added to nor altered without the written consent of the City of Superior, and as specified in 66.0901 Wisconsin Statutes. 3.5 The RFP will detail costs, terms, and conditions. The City reserves the right to amend the Request for Proposal and will provide a written amendment to all known parties receiving the request. Respondents shall acknowledge all addenda received. 3.6 Firms must submit a proposed cost in accordance with the specifications. Proposed cost must be written out in words and also entered in figures. In case of conflict, the written word prices will prevail. In case figures do not match, the figure resulting in the lower price shall be deemed the price intended and applicable. 3.7 Firms not returning the completed RFP within the specified time frame may be disqualified. Irregularities in the completed RFP documents may be considered sufficient cause for disqualification. 3.8 Subsequent to the RFP deadline, the City will prepare a recommendation as to which proposal to award, if any. The recommendation of the City may be subject to the approval of the Superior Common Council. 3.9 The Consultant will be required to sign a standard City Service Agreement (example attached) and provide proof of insurance for errors and omissions, property damage, public liability and workman’s compensation. 3.10 Proposals may be amended and/or withdrawn prior to the proposal opening time. Proposals may not be withdrawn for a period of ninety (90) days after the submission deadline. 3.11 Proposals are prepared and submitted at the sole cost and expense of the respondent, and shall become the property of the City of Superior; proposal documents will not be returned. Employee Training 5 3.12 Respondents will indemnify the City of Superior from any and all debts, claims, and liabilities arising out of the proposal or the performance of the services as a result of the consultant’s error, omissions, neglect, etc. 3.13 The City reserves the right to negotiate with respondents on the scope of the services, fees, timelines, and all other components of the services, whether or not the proposal was deemed the lowest cost to the City. 3.14 Firms may not subcontract any work without prior written authorization by the City of Superior. 3.15 This shall in no way bind or prevent the City of Superior from performing, requesting quotes or proposals, bidding, or contracting any services separately. 3.16 Trade secrets and confidential information contained in a Proposal are not open to public inspection. Pricing is not confidential information. Proposers who include information in a Proposal that is legally protected as a trade secret or confidential information must clearly indicate the specific protected information by marking that information “Trade Secret” or “Confidential” at the appropriate place. The City will not be responsible for any public disclosure of the trade secret or confidential information if it is not marked as provided above. A Proposal in its entirety is not confidential. If a request is made under the Wisconsin Public Records Law Wis Stat. §§ 19.31-19.39 to inspect information designated as trade secret or confidential in a Proposal, the Proposer shall, upon request, immediately furnish sufficient written reasoning as to why the information should be protected from disclosure in order for the City Attorney to present the matter to the Attorney General of Wisconsin for final determination. 3.17 During this Proposal process, Proposer shall not contact any City Staff except those designated in the text of this RFP or subsequent addendums or correspondence. Questions should be addressed in writing to the Contract Analyst, via e-mail: darwinj@ci.superior.wi.us prior to <<Deadline for Questions Date>> at 12:30 PM. Please reference RFP #xx-xx-xx and line number being referenced. Non-compliance with this provision may result in rejection of the Proposal. Employee Training 6 4. Statement of Qualifications Requirements Respondent shall submit one (1) unbound original and two (2) bound copies of qualifications documents. 4.1 Submit a cover letter or executive summary with the name and contact information of the firm or individual with a brief history and description of the firm. Include resumes or bios of those who will be providing services. Any subcontracting of services must be described. 4.2 Describe the experience of the firm and its consultants in providing similar services for similar size government entities. Further, describe demonstrated outcomes as a result of the work performed in government organizations. 4.3 Provide a description of the approach you and your firm use when training with government entities on matters related to diversity and inclusion. Tell us what you believe most firmly in your practices and what guides your diversity and inclusion work. Provide sample copies of training materials used with and presentations made to similar government entities. 4.4 Provide a list of three verifiable government references, of similar size to the City of Superior that you have performed previous similar employee training. 4.5 Provide a proposed schedule of fees for all chargeable services including how fees are structured. Fees must be broken down to include, but not limited to, trainer fees, development of on-line training module, costs of supplies and materials, and other direct costs. 4.6 Provide any known facts which would or could create a conflict of interest with the City of Superior if you were awarded a contract. 4.7 Provide any other relevant information and/or additional services that can be used in the proposal evaluation process. Employee Training 7 5. Scope of Services 5.1 Purpose The purpose of this request for proposals (RFP) is to seek and select qualified and experienced individuals and/or organizations to provide one pre-recorded online Diversity and Inclusion Training to the City of Superior (City). Diversity and Inclusion Training allows for employees to recognize, respect and value the differences that lead to innovative approaches and diverse thought. The training should focus on building awareness and on building skills. The training must be designed to deliver the following elements to a wide range of job classifications within the City.  Understand the importance of diversity  Learn how to manage values that are linked to a diverse workplace  Understand how individuals and organizations build invisible walls  Comprehend the attributes of diversity  Develop an awareness of the factors that influence culture  Discover why communications is key  Building an inclusive environment with diversity and inclusion best practices  Unconscious Biases  Eliminate biases, judgments and preconceived notions  Working in a Multi-Generational Workplace  Understand how much we have in common  Develop techniques to build bridges to stronger relationships One pre-recorded online training is requested to be created. The pre-recorded training must not exceed 1.5 hours in length. The training will be scheduled with employees in an individual, self-directed format. The online training will not be used as live training. Training of all employees is to be completed by December 31, 2021. The City of Superior Director of Human Resources will be the primary contact and administrator of the training. 5.2 Background The City of Superior is located in northwestern Wisconsin, in Douglas County. The City of Superior has a population of 27,217. The City of Superior employs approximately 245 employees. No organization-wide training has been done in the area of diversity and inclusion in the past. Employee Training 8 5.3 Evaluation Criteria Proposals shall be evaluated by the Director of Human Resources, Contract Analyst, Finance Department staff, and any others deemed appropriate by the City. Evaluation of Proposals shall be based on the following criteria: 1. Understanding of and approach in providing services 2. Demonstrated qualifications and experience in this work and providing these services to government entities 3. References 4. Proposed fees City reserves the right to include any other items that is deemed appropriate at the time of evaluation. Employee Training 9 Employee Training 10 6. Addenda Acknowledgement (Must be submitted with Proposal) Diversity and Inclusion Employee Training I/we hereby acknowledge receipt of the following addenda(s): Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated I/we further certify that no agreement has been entered into to prevent competition for said work and that I/we carefully examined the site where the work is to take place, and the plans, specifications, form of contract and all other contract documents. I/we further agree to enter into the contract, as provided in the contract documents, under all the terms, conditions and requirements of those documents. * If no addenda were issued, the consultant/firm shall so indicate and sign this document. ________________________________________ Company Representative Signature Employee Training 11 7. Agreement (example for purposes of the RFP) Professional Services Agreement for the Diversity and Inclusion Employee Training This agreement, made this _____ day of_________________, 2021, by and between, _______________________________, an Incorporated business (herein known as ‘Consultant’), and the City of Superior, a municipal corporation (herein known as ‘City’). The parties to this Agreement shall be bound by the following terms and conditions. Purpose The purpose of this request for proposals (RFP) is to seek and select qualified and experienced individuals and/or organizations to provide pre-recorded online Diversity and Inclusion Training to the City of Superior (City) employees. Background and Objective <<Background and Objective>> Scope Consultant services include, but are not limited to, all of the tasks, activities and requirements included in Exhibit A, “Scope of Services” and other tasks and responsibilities as identified by the City of Superior. By reference, Exhibit A is hereby incorporated into this Agreement, but shall not in any way restrict the services provided by Consultant, nor prohibit the City from requesting other tasks or procedures germane to the Agreement. If there are other tasks identified by the Public Works Director that are beyond the scope identified in Exhibit A, these will be considered extra services and can be added to this agreement by an amendment. Term The term of this agreement shall be from the date of the agreement through December 31, 2021. Services and Fees Costs shall be full compensation for services performed or services rendered and for all labor, materials, supplies, equipment, incidentals, applicable taxes, fees and applicable expenses, necessary to complete the services for a not to exceed amount of __________________________, attached bid and incorporated herein by reference. All other expenditures shall be the sole responsibility of the Consultant. Changes to services and/or fees are agreed to by both parties and acknowledged in an amendment signed by both parties. Payments Consultant may invoice the City on a monthly basis during the progress of the work for partial payment on account for work completed and accepted to date, and shall not Employee Training 12 impose any penalties or interest for amounts invoiced. The invoice shall be itemized and in a form satisfactory to the City, of expenses incurred in the previous period. The City shall pay agreed upon amounts within thirty (30) days of receipt. Insurance Consultant shall provide up-to-date, accurate professional liability information on Consultant’s Data Record, including amount of insurance, deductible, carrier and expiration date of coverage. Consultant shall furnish the City with an endorsement for earlier notice of cancellation and/or non-renewal and the Certificate of Insurance showing the type, amount, deductible, effective date and date of expiration of such policy. Consultant shall not cancel or materially alter this coverage without prior written approval by the City. Consultant shall be responsible for consultants maintaining professional liability insurance during the life of their Agreement and for 2 years after final acceptance for the service. Consultant and its subconsultants retained under the terms of this Agreement shall procure and maintain professional liability insurance providing for payment of the insured's liability for errors, omissions or negligent acts arising out of the performance of the professional services required under this Contract. It is hereby agreed and understood that the insurance required by the City is primary coverage and that any insurance or self-insurance maintained by the City, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the agreement or listed below whichever is longer. 1. PROFESSIONAL LIABILITY A. Limits (1) $1,000,000 each claim (2) $1,000,000 annual aggregate B. Must continue coverage for 2 years after final acceptance for service/job 2. GENERAL LIABILITY COVERAGE A. Commercial General Liability (1) $1,000,000 each occurrence limit (2) $1,000,000 personal liability and advertising injury (3) $2,000,000 general aggregate B. Claims made form of coverage is not acceptable. C. Insurance must include: (1) Premises and Operations Liability (2) Contractual Liability (3) Personal Injury (4) The general aggregate must apply separately to this project/location 3. BUSINESS AUTOMOBILE COVERAGE A. $1,000,000 combined single limit for Bodily Injury and Property Damage Employee Training 13  each accident B. Must cover liability for Symbol #1 - "Any Auto" - including Owned, Non-Owned and Hired Automobile Liability. 4. WORKERS COMPENSATION AND EMPLOYERS LIABILITY A. Must carry coverage for Statutory Workers Compensation and an Employers Liability limit of: (1) $100,000 Each Accident (2) $500,000 Disease Policy Limit (3) $100,000 Disease - Each Employee 5. UMBRELLA LIABILITY - Provide coverage at least as broad as the underlying Commercial General Liability, Automobile Liability and Employers Liability, with a minimum limit of $2,000,000 each occurrence and $2,000,000 aggregate, and a maximum self-insured retention of $10,000. 6. ADDITIONAL INSURANCE PROVISIONS A. Primary and Non-contributory requirement - all insurance must be primary and non- contributory to any insurance or self-insurance carried by City B. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class VII, and who are authorized as an admitted insurance company in the state of Wisconsin. C. Additional Insured Requirements - The following must be named as additional insureds on the General Liability and Business Automobile liability coverage arising out of project work - City, and its officers, council members, agents, employees and authorized volunteers. This does not apply to Workers Compensation Policies. D. Deductibles and Self-Insured Retentions - Any deductible or self-insured retention must be declared to and approved by the City. E. Evidences of Insurance - Prior to execution of the agreement, the Consultant shall file with the City a certificate of insurance (Accord Form 25-S or equivalent) signed by the insurer's representative evidencing the coverage required by this agreement. Agreement General Terms and Conditions 1. No Relationship. Consultant understands and agrees that the relationship of Consultant and the City arising out of this agreement is that of a contracted service provider, not an employee or contracted employee of the City or any other entity within the municipality, and therefore, is not entitled to any benefits provided to employees of the City. 2. Taxes. Consultant will act as an independent contractor and will be responsible for all federal, state and local taxes arising in accordance with this contract, as well as any other taxes, fees or licensing expenses pertaining to these services. Employee Training 14 3. Confidentiality. Consultant shall diligently protect the confidentiality of any information, documentation or communication received from the City that contains personal, financial or other information of a confidential nature, and shall not disclose said information to any other persons, organizations or entities without the expressed written approval of the City. 4. Qualifications. By accepting this agreement, Consultant represents that they possess the necessary skills and qualifications to perform work under this agreement. Consultant will comply with all applicable local, state, and federal licensure requirements and will provide proof upon request. 5. Legal Relations. Recommendations, policies, procedures and other communications provided by the Consultant under this agreement will comply with all applicable laws, ordinances, rules and regulations promulgated and enforced by the City and any other proper authority having jurisdiction over the conduct of the operations of the City. The Consultant shall comply with and observe federal, state and local laws that may be applicable to the project. In carrying out provisions of this Agreement or exercising power or authority granted to the Consultant thereby, there shall be no personal liability to the City, it being understood that in such matters the City acts as representatives of the State. The Consultant is not an agent of the State. 6. Assignment of Agreement. The Consultant shall not subcontract, assign or transfer any part of this work to any other parties without the express written agreement of the City. 7. Claims. Claims, disputes and other matters in question arising from the performance of this contract shall be brought to the Director of Human Resources, whose decision shall be final. 8. Indemnifications. Consultant hereby agrees to indemnify, defend and hold harmless the City its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorneys' fees, costs, and expenses of whatsoever kind or nature in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence, whether active or passive, of Consultant or of anyone acting under its direction or control or on its behalf, even if liability is also sought to be imposed on the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. The obligation to indemnify, defend and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, and each of them, shall be applicable unless liability results from the sole negligence of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers. Consultant shall reimburse the City, its elected and appointed officials, officers, employees, Employee Training 15 agent or authorized representatives or volunteers for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. In the event that Consultant employs other persons, firms, corporations or entities (subcontractor) or volunteers as part of the work covered by this Agreement, it shall be the consultant’s responsibility to require and confirm that each sub-contractor enters into an Indemnity Agreement in favor of the City, its elected and appointed officials, officers, employees, agents, representatives and volunteers, which is identical to this Indemnity Agreement. This indemnity provision shall survive the termination or expiration of this Agreement. 9. Final Payment. Prior to final payment, the Human Resources Department shall review project documents, recommendations, tasks and procedures, etc., and all other recommendations submitted by Consultant to determine the satisfaction thereof; it will be at the Human Resources Department’s sole discretion when the final payment is made. Final payment will be made to Consultant within thirty (30) days of the City’s acceptance of services as complete. 10. Deficiencies. Consultant shall not be entitled to payment for work found deficient or failing to conform to the requirements set forth in this agreement, and is not entitled to further payments until corrected to the satisfaction of the Director of Human Resources. The City will inform the Consultant of any deficiencies and/or items that do not conform to this agreement within thirty (30) days of receipt. 11. Termination. This Agreement may be terminated by either party without cause upon ten (10) days written notice to the other. In the event of termination, Consultant shall be paid for services performed to termination date. The results of the work by Consultant shall immediately be turned over to the City of Superior, and is a condition of final payment. 12. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the maters contained herein, and supersedes all other written and oral agreements between the parties with respect to such matters. 13. Modification. This Agreement is binding only when signed by both parties. Any modifications or amendments must be in writing and signed by both parties. 14. Force Majeure. Each party shall be excused from any breach of this Agreement which is caused by war, strike, act of Nature or other similar circumstances normally deemed outside the control of well-managed businesses. 15. Governing Law. The Agreement will be interpreted, and the rights and liabilities of the Parties determined, in accordance with the laws of the State of Wisconsin. 16. Headings and Captions. Headings and Captions appear solely for convenience of reference. Such headings and captions are not part of this agreement and shall not be used to construe it. Employee Training 16 17. Validity. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 18. Integrated Agreement. This Agreement contains the entire agreement and understanding among the Parties regarding the matters set forth herein and supersedes all previous negotiations, discussions, and understandings regarding such matters. The Parties acknowledge and represent that they have not relied on any promise, inducement, representation, or other statement made in connection with this Agreement that is not expressly contained herein. The terms of this Agreement are contractual and not a mere recital. 19. Safety And Security. The Consultant shall at all times perform in a safe and workmanlike manner to avoid injury or damage to any person or property. The Consultant shall comply with applicable requirements and specifications relating to the safety, health and sanitation measures applicable to the project. The Consultant shall exercise the applicable necessary precautions for the safety of its employees, and be in compliance with applicable federal, state and local laws, statutes, ordinances, rules and regulations. Including, but not limited to, the Wisconsin Labor Code, The U.S. Department of Transportation Omnibus Transportation Employee Testing Act, and OSHA standards. The Consultant shall provide its employees all necessary safeguards, devices and protective equipment, including but not limited to adequate life protection and lifesaving equipment, and shall ensure the proper inspection and maintenance of safety measures are current and in compliance. The City may halt progress on any project where appropriate safety measures and equipment are not being used or any safety regulations are not being followed. Services will not be permitted to resume until required safety provisions have been made and delays as a result of this provision will not be considered a basis for an increase in the Agreement price or an extension of the completion deadline. 20. Standard of Care. Consultant represents that it will perform the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same locality. To the extent Consultant’s services do not meet this standard of care; Consultant shall re-perform its work at no cost to the City. 21. Appropriation. State and/or Federal funds may be used to fund all or part of this Agreement. Allowances detailed in the Project scope shall be awarded at the City’s discretion, and is subject to available funding, project progress and other terms and conditions as identified by the City. The City will not be held liable for any damages incurred due to changes in State or Federal funding, including (but not limited to) a reduction, delay, or cancellation of the project. Employee Training 17 The parties, intending to be legally bound have executed this agreement on the day and year set forth above. Signatures Company: Address: Phone: _____________________________ __________________________________ President Vice President ATTEST: CITY OF SUPERIOR, WISCONSIN ___________________________________ City Clerk Mayor ___________________________________ Finance Director City Attorney Provision has been made to pay the liability that will accrue under this contract. *Approved by Superior Common Council on Employee Training 18  Exhibit A Employee Training 19