0001566-000 Paternity Testing - DNA.pdf

Governor Tony Evers Secretary Emilie Amundson

201 E. Washington Ave. - PO Box 8916 Madison, WI 53708-8916

CONTRACT

by and between

Wisconsin Department of Children and Families and

DNA Diagnostics Center

CFDA NO

N/A Additional Federal Award Information

CONTRACT BILLING AND PAYMENT TERMS

Invoices submitted directly to the Agency for

CONTRACT NO

437004-M20-0001566-000-01

COMMODITY OR SERVICE DESCRIPTION

Paternity testing for counties, tribes and adoption agencies.

CONTRACT TERM

07/01/2020 – 06/30/2023

DCF CONTRACT ADMINISTRATOR

Phyllis Fuller- (608) 422-6207 phyllis.fuller@wisconsin.gov whom services are provided

CONTACT INFORMATION

DNA Diagnostics Center

Authorized Signatory Kathy Leis kleis@dnacenter.com

Address 1 DDC Way

Fairfield OH 45014-2281

Phone (800) 310-9868 x 2257

Supplier Contract Admin Kathy Leis kleis@dnacenter.com

CC

DUNS 877184226

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://dcf.wisconsin.gov/files/finance/federal-award-standards.xlsx mailto:phyllis.fuller@wisconsin.gov

Funding Information for Contracts managed thru STAR:

All funding allocations are subject to Federal and State budgetary changes.

The Department and the Contractor acknowledge that they have read the Contract and the attached exhibits, addenda and requirements, understand them and agree to be bound by their terms and conditions. Further, the Department and the Contractor agree that the Contract and the exhibits and documents incorporated herein by reference are the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Contract and supersede all proposals, letters of intent or prior agreements, oral or written, and all other communications and representations between the parties relating to the subject matter of the Contract. DCF reserves the right to reject or cancel agreements based on documents that have been altered.

This Agreement becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) calendar days, unless waived by the Department.

Signatures

Date

Division Administrator Date Wisconsin Department of Children and Families

Deputy Secretary Date Wisconsin Department of Children and Families

Contractor: DNA Diagnostics Center STAR Supplier ID: 0000100439

Commodity or Service Description Award Amount

Paternity testing for counties, tribes and adoption agencies Refer to attached Exhibit 2: Budget

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526D

Connie Chesnik

6/13/2020 | 9:11:53 PM CDT

Jeff Pertl

6/15/2020 | 5:50:30 AM CDT

DocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745

Kathy Leis

VP Operations

7/2/2020 | 3:07:49 PM PDT

CONTRACT AGREEMENT

I. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract," shall be between the Wisconsin Department of Children and Families, hereinafter referred to as DCF, and the Contractor listed on the signature pages, hereinafter referred to as “Contractor” and/or “Provider” for the procurement of commodity or services listed, according to the terms set forth in this Contract. The Contractor shall not have exclusive rights to provide all supplies or services covered under this Contract during the term of the Contract or any extension of the Contract.

II. TERM OF CONTRACT

The Contract term is 07/01/2020 through 06/30/2023.

III. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

DCF's Request for Proposal/Bid, the proposal/bid response, written communications and this Contract constitute the entire agreement between the parties. The order of precedence is as follows:

A. Laws, regulations and policies of the State and Federal government B. Standard Terms and Conditions (DOA-3054) C. Supplemental Terms and Conditions (DOA-3681) D. This Contract, including all exhibits, attachments, appendices and addenda to the Contract E. Contractor’s proposal/bid as submitted F. Addenda to the Request for Proposal/Bid G. Request for Proposal/Bid #437004-M20-0001566

Any conflict in terms shall be governed by the highest listed document.

Contractor agrees to renegotiate this Contract or any part thereof in such circumstances as:

• Significant reduction in the monies available affecting the substance of this Contract; or

• Changes required by court action, or by changes to Federal law, State law, or regulations that substantially change the type of services delivered under this Contract or;

• Implementation of any new program or policy initiative that is not specifically mandated by Federal or State laws, rules or regulations.

Failure to agree to a renegotiated Contract under these circumstances is cause for DCF to terminate this Contract.

Revision of this agreement may be made by mutual agreement. The revision will be effective when an addendum or amendment to this agreement is signed by the authorized representatives of both parties. In circumstances in which increased caseload or Contract amount, where such increase in funds is for the same purpose as originally agreed upon, the agreement may be amended by a unilateral amendment made by DCF.

If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced with a valid provision that comes closest in intent to the invalid provision.

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://doa.wi.gov/Forms/DOA-3054StandardTermsandConditionsRFB-RFP.doc http://vendornet.state.wi.us/vendornet/doaforms/doa-3681.doc

IV. SUBCONTRACTS

A. Prior Written Approval The Contractor may Subcontract part of this Agreement only with the prior written approval of the DCF Program Administrator. In addition, DCF approval may be required regarding the award process, the terms and conditions of the Subcontracts and the Subcontractors selected. Approval of the Subcontractors will be withheld if DCF reasonably believes that the intended Subcontractor will not be a responsible provider in terms of services provided and costs billed.

B. Contractor Responsibility

The Contractor retains responsibility for fulfillment of all terms and conditions of this Agreement when it enters into any subsequent agreement with a Subcontractor and will be subject to enforcement of the terms and conditions of this Contract.

C. Minority Business Subcontractors

The Wisconsin Department of Children and Families is committed to the promotion of minority businesses in the State’s purchasing program. Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(3m), and 16.755.

Contractor is strongly urged to use due diligence to further this policy by setting up Subcontracts to State-certified Minority Business Enterprises (MBE) and/or by using such enterprises to provide goods and services incidental to this Contract (second-tier suppliers), with a goal of awarding 5% of the Contract cost to such enterprises. An MBE means a business certified, or certifiable, by the Wisconsin Department of Administration under Statute 16.75(3m)(b)(1).

A listing of State of Wisconsin certified minority businesses, as well as the services and commodities they provide, is on the State-of Wisconsin Department of Administration Supplier Diversity website:

Supplier Diversity.

Quarterly reports, as agreed, are requested to be submitted to the Department of Children and Families, Procurement Unit, itemizing the deliveries and cost of items or services provided by certified firms. Reports should state the costs for the previous Contract quarter. The Department reserves the right to verify with listed firms their involvement as Subcontractors or second-tier suppliers.

V. SCOPE OF SERVICES

The Contractor will provide services in accordance with this Contract. Specific program requirements are included as Exhibit 1: Scope of Service.

A. Provision of Services

The Contractor shall provide the services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to DCF’s satisfaction; DCF’s decision in that regard shall be final and conclusive. DCF may inspect, observe and examine the performance of the services performed on DCF's premises at any time. DCF may inspect, observe and examine the performance of Contractor’s services at reasonable times, without notice, at any other premises.

If DCF notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason other than as a result of DCF’s default or negligence, the Contractor shall at its own expense reschedule and perform the work correctly within such reasonable

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://doa.wi.gov/Pages/DoingBusiness/SupplierDiversity.aspx time as DCF specifies. This remedy shall be in addition to any other remedies available to DCF by law or in equity.

B. Contractor Personnel

DCF reserves the right to refuse to admit to DCF's premises any person employed or contracted by the Contractor whose admission in the opinion of DCF would be undesirable.

If requested by DCF, the Contractor shall provide a list of the names and addresses of all Contractor’s employees, contracted Personnel, or Subcontractor’s employees who may at any time require admission to DCF’s premises in connection with the performance of the services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Contract, and other particulars as DCF may require.

C. Background or Criminal History Investigation

Prior to the commencement of any services under this Contract, DCF may request a background or criminal history investigation of any of the Contractor’s employees, contracted personnel, and Subcontractor’s employees, who will be providing services to DCF under the Contract. If any of the stated personnel providing services to DCF under this Contract is not acceptable to DCF in its sole opinion as a result of the background or criminal history investigation, DCF may either request immediate replacement of the person in question, or immediately terminate this Contract and any related Service Agreement.

D. Performance

Work under this Contract shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with the strictest quality standards mandated or recommended by all generally-recognized organizations establishing quality standards for work of the type to be performed hereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its contracted personnel or its Subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and State or DCF work rules.

Without limiting the foregoing, the Contractor shall control the manner and means of the services so as to perform the work in a reasonably safe manner and comply fully with all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the Occupational Safety and Health Administration (OSHA) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection Association, for work of the type to be performed hereunder. Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of this Contract shall govern.

VI. BILLING AND PAYMENT TERMS

Authorized users, which include counties, tribes, and licensed adoption agencies to obtain Paternity Testing Services will place orders directly with the Contractor. DCF is not likely to purchase these services itself.

Awarded Contract will follow the costs outlined in Exhibit 2: Budget. Payments will be made from properly submitted monthly invoices for rendered services. Contractor will receive a copy of the Purchase Order against this Contract; the Purchase Order number must be included on all invoices. Monthly invoices shall be submitted to, and must be approved by the party issuing the Purchase Order.

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A. Allowable Costs

The Department will make payments for costs that are consistent with the DCF Allowable Cost Policy Manual and applicable Federal allowable cost policies. Program expenditures and descriptions of allowable costs are further described in 2 CFR Part 200. See Office of Management and Budget website for links to Code of Federal Regulations (CFR) sections: Federal OMB Uniform Guidance Site

B. Travel Expense Policy

All approved travel expenses shall be reimbursed at the established State of Wisconsin rates as determined by the Division of Personnel Management (DPM).

The current travel reimbursement rates are located on DPM’s web site at:

Uniform Travel Schedule and Pocket Travel Guide.

The Contractor shall not pay, nor will DCF reimburse, for an hourly labor rate for travel time that is in excess of the normal hourly wage.

C. Reserves

1. The Contractor may retain a reserve or profit of funds, consistent with §49.34(5m) Wis. Stats that will occur with the reconciliation at the end of the Contract period. Calculation of the annual reserve amounts and the portion of reserves that a Contractor may retain in a year will be based on DCF Allowable Cost Policy Manual. Any earnings will become part of the reserve for programs under this Contract.

2. The Contractor will be allowed discretion in its use of the reserve and the period in which it may be used based upon DCF’s determination of the Contractor’s success, or reasonable progress, in meeting performance standards regarding permanence, safety and child well-being. During the Contract period DCF will further detail the manner in which the Contractor may use its reserve under this provision.

D. Final Submission

The Provider shall report all expenses for reimbursement under this Agreement to the Department within ninety (90) calendar days of the end of the Contract period, unless a different date is mutually agreed upon by the provider and the Department as specified. Expenses incurred within the Agreement period and reported later than ninety (90) calendar days will not be recognized, allowed or reimbursed under the terms of this Agreement, unless a different date is mutually agreed upon by the provider and the Department as specified. If allowable under Federal law, the Department will not unreasonably withhold approval for expenditures eligible for Federal financial participation.

E. Excess / Overpayments The Contractor will return to DCF any funds paid in excess of the allowable costs of services provided under this agreement within thirty (30) calendar days of notification by DCF. Allowable costs are defined by 2 CFR Part 200, the attachment(s) to this agreement, and/or the program policy manual. If the Contractor fails to return funds paid in excess of the allowable costs of the services provided, DCF may recover any funds paid in excess of the conditions of this agreement from subsequent payments or may recover such funds by any legal means.

F. Withholding, Deduction/Reduction, and Recovery of Funds The Department shall have the right to withhold, deduct, reduce, and/or recover payments due under the terms of the Contract if the Contractor fails to provide services consistent with this Contract; if the Contractor fails to meet performance standards; or if the Department reasonably determines it to be

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://dcf.wisconsin.gov/files/finance/fias/pdf/dcfallowablecostmanual.pdf https://dcf.wisconsin.gov/files/finance/fias/pdf/dcfallowablecostmanual.pdf http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=2cd429163abd736bbbac32b12571dde1&ty=HTML&h=L&n=pt2.1.200&r=PART http://www.ecfr.gov/cgi-bin/retrieveECFR?gp=1&SID=2cd429163abd736bbbac32b12571dde1&ty=HTML&h=L&n=pt2.1.200&r=PART https://dpm.wi.gov/Documents/BCER/Compensation/15-17%20Comp%20Plan%20Materials/Section%20F.pdf https://doa.wi.gov/Documents/DEO/PocketTravelGuide2015-2017.pdf necessary to protect the Department against potential losses or liabilities, including potential Federal disallowances or sanctions. The Department may recover payments pursuant to State or Federal audits.

1. Withholding

The payments to be withheld will be in an amount the Department determines necessary to cause the Contractor to correct its failures, or to protect the Department against potential losses or liabilities, and such amount will be withheld until the failure to provide the services or meet the Contract provision is cured or until the potential loss or liability ceases. The Department will withhold funds pursuant to this subsection only after the Department has given notice to withhold funds.

2. Deduction/Reduction of Funds

The Department makes payments only for services that are actually provided and that meet the terms and conditions of this Contract. Therefore, the Department shall have the right to deduct the amounts being withheld from its financial obligations to the Contractor if, at the end of the Contract term, the Contractor has not yet cured its failures or caused the potential losses or liabilities to cease. In addition, the Department shall have the right to deduct amounts equal to an amount imposed against the Department as a Federal disallowance or sanction that is attributable to the Contractor’s performance or failure to perform.

The Department shall have the right to deduct any amounts due the Department from the Contractor from money otherwise payable to the Contractor for any other reason specifically provided under this Contract.

DCF reserves the right, upon careful examination, to reduce the total amount of the Contract award due to significant under-spending by the Contractor. All such Contract award reductions will be executed by a unilateral amendment issued by the Department and will become effective upon thirty (30) calendar days written notice to the Contractor. Such reduction in funding shall not relieve the Contractor of any programmatic requirements or contractual responsibilities.

3. Recovery of Funds

The Department reserves the right to recover funds that are owed by either:

a. Requesting immediate repayment from the Contractor, or

b. Reducing future payments to the Contractor by an amount equal to what is owed. The Department may adjust subsequent claims for reimbursement by any audit exception or non-compliance exception up to the amount of the exception.

4. Payment Adjustments The Parties shall attempt to negotiate the timing and payment schedule of any adjustments under this section.

VII. CONTRACTOR LIABILITIES

A. Past Due Liabilities The Contractor shall notify DCF in writing, within thirty (30) calendar days of the date payment was due of any past due liabilities to the Federal government, State government or their agents for income tax withholding, FICA, Worker’s Compensation, Unemployment Compensation, garnishments or other employee related liabilities, Sales Tax, Income Tax of the Contractor, or other monies owed. The written

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 notice shall include the amount(s) owed, the reason the monies are owed, the due date, the amount of any penalties or interest, known or estimated, the unit of government to which the monies are owed, the expected payment date and other related information.

B. Past Due Payments

The Contractor shall notify DCF, in writing, within thirty (30) calendar days of the date payment was due, of any past due payment in excess of five hundred dollars ($500), or when total past due liabilities to any one or more vendors exceed one thousand dollars ($1000), related to the operation of this Contract for which DCF has reimbursed or will reimburse the Contractor. The written notice shall include the amount(s) owed, the reason the monies are owed, the due date, the amount of any penalties or interest, known or estimated, the vendor to which the monies are owed, the expected payment date and other related information. If the liability is in dispute, the written notice shall contain a discussion of facts related to the dispute and the information on steps being taken by the Contractor to resolve the dispute.

C. Bonds

DCF may require written assurance at the time of entering into this Contract that the Contractor has in force and will maintain for the course of this Contract employee dishonesty bonding in a reasonable amount to be determined by DCF.

D. Liquidated Damages

The State declares, and the Contractor acknowledges, that the State may suffer damages due to the Contractor’s delay or failure to perform in accordance with the terms and conditions of the Contract or other similar directive. Since it is impractical and difficult to accurately fix actual damages sustained in the event of any such delay or failure, the State may assess the Contractor, after notice to the Contractor of the appropriate amount, beginning on the first business day after the scheduled due date of any work to be performed or provided by the Contractor set forth in a Contract or similar directive, daily liquidated damages for each day the delay or failure continues until such time as the work is provided to the State and either passes acceptance, or is rejected by the State. Said liquidated damages shall be a prorated percentage of the total Contract amount to be determined by the State prior to assessment.

The State shall notify the Contractor in writing of the assessment of liquidated damages. The Contractor shall not be liable for liquidated damages when delays or failures arise from causes solely the responsibility of the State. At the State’s option, the State may deduct liquidated damages set forth below from any monies due and payable to the Contractor. Any damages outstanding over and above the amounts deducted from invoices shall be promptly tendered by Contractor to the State.

VIII. PRIVACY AND CONFIDENTIAL INFORMATION

A. Records All case information, paper records, written information, and any electronic data shall remain confidential, as required by law and applicable policy, and shall be the sole property of the State of Wisconsin.

Contractor and its Subcontractors shall comply with all State and Federal confidentiality laws concerning the information in both the records it maintains and in any other confidential records the Contractor accesses to provide the services under this Contract.

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B. Confidentiality

Except as otherwise authorized by law, the Contractor may not disclose confidential information for any purpose other than purposes associated with the administration of services under this Contract.

"Confidential Information" means all tangible and intangible information and materials accessed or disclosed in connection with this Agreement, in any form or medium (and without regard to whether the information is owned by DCF or by a third party), that satisfy at least one of the following criteria:

1. Personally Identifiable Information;

2. Individually Identifiable Health Information;

3. Non-public information related to DCF’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived there from or based thereon; or

4. Information designated as confidential in writing by DCF.

“Individually Identifiable Health Information” means information that relates to the past, present, or future physical or mental health or condition of the individual, or that relates to the provision of health care in the past, present or future, and that is combined with or linked to any information that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

“Personally Identifiable Information" means an individual's last name and the individual's first name or first initial, in combination with and linked to any of the following elements, if the element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable:

1. The individual's Social Security Number;

2. The individual's driver's license number or State identification number;

3. The number of the individual's financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual's financial account;

4. The individual's DNA profile; or

5. The individual's unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by State or Federal law.

“Indemnification” means in the event of a breach of this Section by the Contractor, the Contractor shall indemnify and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its Subcontractors, employees and agents, in violation of this Section, including but not limited to costs of monitoring the credit of all persons whose Confidential Information was disclosed, disallowances or penalties from Federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section.

“Equitable Relief” means the Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 without prejudice to such other rights as may be available under this Agreement or under applicable law.

Confidential Information does not include information which is required to be disclosed by operation of law.

IX. RECORDS, DEPARTMENT PROPERTY AND AUTOMATION

A. Records Under §19.36 (3) Wis. Stats., all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request.

The Contractor shall maintain such records (in either written or electronic form) as required by State and Federal law and as required by program policies. The Contractor shall retain records in a secure environment for no less than the retention period specified in law or policy, or as otherwise stated within the Scope of Services. Records for periods which are under audit or subject to dispute or litigation must be retained until the audit/dispute/litigation, and any associated appeal periods, have ended.

Upon DCF's request, at the expiration of the Contract, the Contractor will transfer at no cost to DCF records regarding the individual recipients who received services from Contractor under this Agreement.

The transfer of records includes transfer of any record, regardless of media, if that is the only method under which records were maintained.

The Contractor shall make all records and any written and/or electronic case information available to the Department or its authorized agents upon request, and will allow inspection of records and programs, insofar as is permitted under State and Federal law.

B. Equipment and Property

The Contractor may purchase and install IT equipment in accordance with the Department’s policies and procedures. The Contractor shall be responsible for inventory, maintenance, replacement, and security of all purchased equipment.

The Department shall have all ownership rights in any hardware supplied by DCF and in any software or modifications thereof and associated documentation designed, developed or installed as a result of this Contract.

The Contractor is responsible for keeping all DCF property secure from theft, damage or other loss. The Contractor shall preserve the safety, security and integrity of DCF property, data, and equipment in accordance with DCF policy and procedures.

The Contractor shall keep all State owned automation equipment in a secure place and shall be responsible for damages or losses when such damage or loss is caused by the negligence or willful misconduct of the Contractor, Contractor’s staff, or Subcontractor. The Contractor shall reimburse DCF accordingly upon demand. This remedy shall be in addition to any other remedies available to DCF by law or equity.

Contractor shall surrender to DCF all DCF property upon the termination of this Contract.

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C. Proprietary Information

Data contained in the proposal, all documentation provided therein, and materials and innovations developed as a result of this Contract award cannot be copyrighted or patented without written authorization from DCF. All data, documentation, and innovation become the property of the State of Wisconsin and DCF. The successful applicant agrees that DCF shall have royalty-free, non-exclusive, and irrevocable rights to reproduce, publish, or otherwise use and authorize others to use any materials and innovations developed as a result of this Contract award. Any copyright material authorized by DCF or distribution of materials developed through this Contract award will acknowledge use of DCF funds.

All right, title and interest in any items and materials originated or prepared specifically and exclusively for DCF under the resulting Contract from the time of payment belong to DCF unless DCF has previously agreed in writing to accept less than the ownership rights described here.

All informational materials related to this Contract will be branded using DCF approved materials including flyers, Power Point templates and other materials as designated by the Department. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, DCF or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of DCF.

D. Information Technology

The Department and the Contractor will work together to ensure the efficient and effective operation of automated systems in support of the programs covered by this Contract.

The Contractor will provide for information technology security in accordance with the Department’s policies and procedures.

E. Access to State Automated Systems by Subcontractors or Others

Contract provisions that apply to Contractor staff also apply to Subcontractor and other staff authorized by the Contractor to carry out Contract responsibilities. In the event that Subcontractor or other individuals request access to the State’s automated systems, the Contractor Security Officer will ensure that such access is maintained at the minimum necessary for the individual to provide Contract services.

Prior to requesting access for Subcontractor or other authorized staff, the Contractor will prepare and submit to the Department properly executed data sharing agreements or other appropriate confidentiality agreements as defined by the Department. The agreements will address compliance with relevant State and Federal confidentiality regulations, and will specify that the individuals granted access are responsible for safeguarding the confidentiality of information and for using said information exclusively for authorized purposes.

X. ACCOUNTING REQUIREMENTS

A. Accounting Records The Contractor shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP), in a manner which will enable State or Federal government or other staff to audit and examine any books, documents, papers and records maintained in support of the Contract and as more specifically provided below. All documents shall be made available to the Department at its written request, and shall be identifiable as pertaining to this Contract.

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B. Accounting System

The Contractor shall maintain a financial management information system in accordance with the Generally Accepted Accounting Principles.

C. System Requirements

The Contractor’s accounting system shall allow for accounting for individual programs, permit timely preparation of expenditure reports and support expenditure reports submitted to the Department.

D. Reconciling Reports

The Contractor shall reconcile costs reported to the Department to expenses recorded in the Contractor’s accounting system on an ongoing and periodic basis. The Contractor agrees that reconciliation will be completed at least quarterly and will be documented and supplied to the Department upon request. The Contractor shall retain the reconciliation documentation in accordance with record retention requirements.

E. Accounting Period

The Contractor’s accounting records shall be maintained on an annual basis. Approval will be given only if the Contractor submits proof of Internal Revenue Service approval for changing the accounting period and if the Contractor agrees to submit a close-out audit for the shortened accounting period, within ninety (90) calendar days after the first day of the new accounting period. For purposes of determining audit requirements, expenses and revenues incurred during the shortened accounting period shall be annualized.

XI. AUDITING REQUIREMENTS

A. Requirement to Have an Audit Unless waived by DCF, the Contractor shall submit an annual audit to DCF. The audit shall be performed in accordance with generally accepted auditing standards, s.49.34(4)(c), Wis. Stats., Government Auditing Standards, and other provisions in this Contract. In addition, the Contractor is responsible for ensuring that the audit complies with other standards that may be applicable depending on the types of services provided, and the nature and amount of financial reimbursement received:

• OMB Uniform Guidance, 2 CFR Part 200, Audit Requirements.

• The State Single Audit Guidelines (SSAG), including the yearly Appendix, which are applicable to Local Governments having 2 CFR Part 200 audits; and/or

• The Provider Agency Audit Guide (PAAG). All Contractors which do not meet the requirements of the SSAG shall have audits in conformance with the PAAG.

B. Source of funding DCF shall provide funding information needed for audit purposes including the name of the program, the Federal agency where the program originated, the CFDA number, and the percentages of Federal, State, and local funds constituting this Contract.

C. Single Audit Reporting package

The Contractor shall submit to DCF a reporting package which includes the following:

1. All financial statements and other audit schedules and reports required for the type of audit applicable to the Contractor.

2. A summary schedule of prior year findings and the status of addressing these findings.

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3. The Management Letter (or similar document conveying auditor's comments issued as a result of the audit) or written assurance that a Management Letter was not issued with the audit report.

4. Management responses/corrective action plan for each audit issue identified in the audit.

D. Submitting the Reporting Package The Contractor shall submit the required reporting package to DCF either: (1) within nine (9) months of the end of the Contractor’s fiscal year if the Contractor is a Local Government; or (2) within one hundred and eighty (180) calendar days of the end of the Contractor’s fiscal year for non-governmental Contractor agencies. DCF requests electronic submission of the reporting package. Electronic Reporting Packages should be sent to: DCFAuditors@wisconsin.gov

E. Access to auditor's work papers

When contracting with an audit firm, the Contractor shall authorize its auditor to provide access to work papers, reports, and other materials generated during the audit to the appropriate representatives of the Department. Such access shall include the right to obtain copies of the work papers and computer disks, or other electronic media, upon which records/working papers are stored.

F. Access to Contractor records

The Contractor shall permit appropriate representatives of DCF to have access to the Contractor's records and financial statements as necessary to review Contractor's compliance with the Federal and State requirements for the use of the funding.

G. Failure to comply with the requirements of this section

In the event that the Contractor fails to have an appropriate audit performed or fails to provide a complete audit Reporting Package to DCF within the specified timeframes, the Department may apply one or more sanctions including (but not limited to):

1. Disallow the cost of audits that do not meet these standards; and/or,

2. Conduct an audit or arrange for an independent audit of the Contractor and charge the cost of completing the audit to the Contractor; and/or,

3. Charge the Contractor for all loss of Federal or State aid or for penalties assessed to DCF because the Contractor did not submit a complete audit report within the required time frame.

H. Close-out Audits

1. A contract specific audit of an accounting period of less than twelve (12) months is required when a contract is terminated for cause, when the Contractor ceases operations or when the Contractor changes its accounting period (fiscal year). The purpose of the audit is to close-out the short accounting period. The required close-out contract specific audit may be waived by DCF upon written request from the Contractor, except when the contract is terminated for cause. The required close-out audit may not be waived when a contract is terminated for cause.

2. The Contractor shall ensure that its auditor contacts DCF prior to beginning the audit. DCF, or its representative, shall have the opportunity to review the planned audit program, request additional compliance or internal control testing and attend any conference between the Contractor and the auditor. Payment of increased audit costs, as a result of the additional testing requested by DCF, is the responsibility of the Contractor.

3. DCF may require a close-out audit that meets the audit requirements specified in Section XI above.

In addition, DCF may require that the auditor annualize revenues and expenditures for the purposes of applying OMB Uniform Guidance, 2 CFR Part 200 and determining major Federal financial

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 mailto:DCFAuditors@wisconsin.gov assistance programs. This information shall be disclosed in a note to the schedule of Federal awards.

4. All other provisions in the Audit Requirements section apply to Close-out Audits unless in conflict with the specific Close-out Audits requirements.

XII. STATE AND FEDERAL RULES AND REGULATIONS

A. Applicable Laws This Contract shall be governed by the laws of the State of Wisconsin. The Contractor shall comply with all Federal and State laws, rules and regulations and with Policies and Procedures relating to the provision of services under this Contract.

B. Debarment Certification

In conformance with Federal law, the authorized Contractor representative must review, sign, and return the Certificate Regarding Debarment and Suspension form.

C. Lobbying Certification

In conformance with Federal law, the authorized Contractor representative must review, sign and return with this Contract either the Certificate Regarding Lobbying form or the Disclosure of Lobbying Activities.

D. Civil Rights Compliance (CRC) Requirements

All Primary Recipients receiving a Grant Award, contract or agreement from the Department of Children and Families (DCF) must complete and submit a CRC Letter of Assurance (LOA). All service providers renewing contracts must submit a new CRC LOA by January 2, 2018 and new contractors must submit an LOA within fifteen (15) business days from the date the grant, contract or agreement was signed, if the agreement is signed after January 1, 2018.

All providers (new to DCF and those renewing contracts) must submit an LOA to DCF Civil Rights Unit to be compliant for the CRC period of January 1, 2018 – December 31, 2021. The Agency shall submit an updated LOA in the event of changes to the key personnel identified in the LOA.

The Agency agrees to meet state and federal Civil Rights Compliance (CRC) laws, requirements, rules and regulations, as they pertain to the services covered by this agreement. The CRC requirements include developing a CRC Plan, depending on the number of employees and amount of federal revenue received by the agency. The website with Instruction and Templates necessary to complete both your CRC LOA and CRC Plan to meet civil rights requirement is located at: https://dcf.wisconsin.gov/civilrights/plans

Additional resources and training information are available at:

https://dcf.wisconsin.gov/civilrights

E. Non-Discrimination/Affirmative Action Requirements The terms of your State Contract require that your company submit an Affirmative Action Plan within fifteen (15) business days of returning the signed Contract. Exceptions exist, and are noted in the Instructions for Vendors. An electronic version of the Instructions for Vendors and all forms required are available at: http://vendornet.state.wi.us/vendornet/doaforms/DOA-3021P.pdf. If you require a printed copy of this information, please call (608) 422-6392 to have one mailed to you.

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://dcf.wisconsin.gov/civilrights/plans https://dcf.wisconsin.gov/civilrights http://vendornet.state.wi.us/vendornet/doaforms/DOA-3021P.pdf

XIII. MONITORING AND COMPLIANCE REVIEWS

A. Monitoring The Department will monitor the Contractor’s general compliance and adherence to the terms of the Contract and the Scope of Service provisions. Monitoring may be conducted on a periodic basis or as otherwise determined by the Department. If performance monitoring reports are required, the Contractor shall submit an electronic copy of their performance monitoring report in the SPARC online portal within the allowable days determined by the monitoring plan contract terms.

The Department reserves the right to monitor all aspects of the Contract, including (but not limited to):

• Adherence to the terms and conditions of the Contract,

• Adherence to State and Federal laws governing the Contract,

• Achievement of program performance standards,

• Adherence to fiscal reporting and cost allocation requirements, and

• Customer satisfaction and quality of services provided.

The Department may also monitor customer complaints regarding the operation of the program by the Contractor. The Contractor shall provide the Department with access to all customer records upon request, including the results of Contractor administrative reviews of customer complaints.

On-site monitoring visits will be scheduled at a time that is mutually acceptable to the parties with at least ten (10) business days advance notice to the Contractor, or at an earlier date upon mutual agreement. On-site visits based on emergent issues may be conducted by the Department as needed, without advanced notice from the Department.

As a result of monitoring, the Department may make recommendations concerning compliance with program requirements, achievement of program performance standards or the administrative efficiency of the program and the Department may require that the Contractor take corrective action to remedy any identified deficiencies.

The Department reserves the right to inspect or investigate any and all Contractor and Subcontractor records, procedures, and operations at any time during and after the close of the Contract period.

B. Financial and Program Compliance Reviews

The Department may, at its discretion, schedule a more extensive Financial and/or Program Compliance Review. In the event that the Department conducts a compliance review, it may include the examination of records maintained by the Contractor. The review shall be conducted in accordance with the Department procedures. This review will not supplant the requirement to conduct a single audit of the Contractor.

1. Cooperation with Compliance Review

The Contractor will cooperate with the compliance review by making available Contractor staff, internal documents, and program records. The Contractor will provide the Department with all requested information immediately, or within not more than five (5) business days of the Department’s request.

2. Compliance Review Report

Upon completion of the compliance review, the Department shall provide the Contractor with a resultant management letter and report which identifies any issues of non-compliance and

DocuSign Envelope ID: F39EFBAC-E8AC-4B41-9071-446FD4FB526DDocuSign Envelope ID: C89CD4A4-4763-4DFD-96E2-F3C4B24F6745 https://dcfsparc.wisconsin.gov/ https://dcfsparc.wisconsin.gov/ recommendations for program improvement. The review report will be issued by the Department within sixty (60) calendar days of all information needed from the Contractor being received by the Department. The review report will identify any actions necessary by the Contractor to achieve compliance with requirements and program performance standards, including itemizing any disallowances as appropriate. The Department will make available to the Contractor any additional supporting documentation upon request.

3. Contractor Response

The Contractor shall respond to the review report within thirty (30) calendar days, or other date upon mutual agreement, to specify actions that will be taken by the Contractor to address findings and recommendations in the review report. The Department may require that review findings and recommendations be addressed through corrective action, up to and including termination of the Contract for cause.

4. Technical Assistance

The Contractor may identify technical assistance needs to address the actions specified in the review report. The Department may assist the Contractor in making arrangements for technical assistance, if such assistance is warranted.

5. Dispute Resolution

If the Contractor does not agree with the Department’s findings or proposed remedies, the Contractor may use the Dispute Resolution procedures under this Contract.

C. Corrective Action

The Department will notify the Contractor of items that require corrective action and the need for the Contractor to develop and submit a Corrective Action Plan. The Contractor response must be submitted within ten (10) business days of the date of the notice under this section, unless the Department approves an extension. The Department must approve the Contractor’s plan for corrective action.

Failure by the Contractor to fully implement the approved Corrective Action Plan may result in a payment reduction to be determined by the Department. Failure to comply with any part of this Contract may be cause for revision or termination of the Contract.

D. Notice to DCF

The Contractor shall immediately notify the Department if the Contractor is substantially unable to provide the services specified under this Contract. Upon such notification, the Department shall determine whether such inability will require revision or termination of the Contract for cause.

XIV. DISPUTE RESOLUTION

If any dispute arises between DCF and Contractor under this Contract, including DCF's finding of non-compliance and imposition of sanctions or remedial measures, the following process will be the exclusive administrative review.

A. DCF's and Contractor's Contract Administrators will attempt to resolve the dispute.

B. If the dispute cannot be resolved by the Contract Administrators, Contractor may ask for review by the Administrator of the Division in which DCF's Contract Administrator is employed, or if the Contract Administrator is the Administrator of the Division, by the Deputy Secretary of the Department.

C. If the dispute is still not resolved, Contractor may request a final review by the Secretary of the Department.

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XV. CANCELLATION AND TERMINATION

A. Contract Cancellation DCF may cancel this Contract after providing the Contractor with thirty (30) calendar days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

The following are examples of contractor failure that would warrant cancellation:

• Breaches or defaults an obligation under the Contract as follows:

− Fails to perform any material obligation required under the Contract − Files a petition in bankruptcy, becomes…