1947_0.DOC

State of Wisconsin

Department of Administration

DOA-3049 (R01/2000)

S. 51.01(5) Wis. Stats.; s. 111.32(13m) Wis. Stats.

State Bureau of Procurement

101 East Wilson Street, 6th Floor

P. O. Box 7867

Madison, WI 53707-7867

Contract

1.

This contract is entered into by and between the State of Wisconsin, Department of Administration, and the contractor whose name, address, and principal officer appears below;

2.

Whereby the State Bureau of Procurement, Department of Administration, agrees to direct the purchase and the contractor agrees to supply the contract requirements cited above in accordance with the terms and conditions of the request for bid cited above, and in accordance with the contractor's bid submitted on this request for bid; which request for bid is hereby made a part of this contract;

3.

In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employe or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s.51.01(5), Wis. Stats., sexual orientation as defined in s.111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities. The contractor agrees to post in conspicuous places, available for employes and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the nondiscrimination clause.

4.

Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan. Contractors with an annual work force of less than twenty-five (25) employes are exempted from this requirement.

Within fifteen (15) working days after the award of the contract, the plan shall be submitted for approval to the contracting agency. Technical assistance regarding this clause is provided by the Wisconsin Office of Contract Compliance, Department of Administration, P.O. Box 7867, Madison, WI 53707-7867, (608) 266-5462.

For State of Wisconsin

State Bureau of Procurement

To be Completed by Contractor

For

By

Company Name

Name

Company Address

Phone

Name

Date

(mm/dd/ccyy)

Date

Witnesses

(mm/dd/ccyy)

Witnesses

This document can be made available in accessible formats to qualified individuals with disabilities.

Addendum to Centurion, Inc.’s Response to RFB 27824-LAA

· Centurion, Inc.’s Contract Manager agrees to meet with the State’s Contract Administrator within forty-five (45) days of contract award to determine the metrics, format and monthly delivery timeline of the mandatory reporting requirements specified in Sections 4.12 through 4.19 of the Request for Bid.

· Section 7.2, Customization Service Rates, Professional Voice Talent was originally bid at $450.00 per hour. Centurion, Inc., agrees to reduce Customization Service Rates for Professional Voice Talent to $200.00 per hour.

· Centurion, Inc. agrees that the minimum guaranteed percent of discount off manufacturer’s list price for equipment not specifically itemized in the bid response for Sections 6.1 through 6.4 shall be 25%.

· The fee for Rapid Response (non-contract Time & Material feature 4-hour response) is $250.00 per hour.

· Hardware Acquisition Option

An additional option available to the State would be to acquire the appropriate IVR server from a local supplier. The minimum configuration requirements needed for the server to accommodate the Centurion, Inc. solution is:

1. 3.0 GHz Xeon Processor with option for dual capacity

2. 1 GB Memory expandable to 4 GB

3. Minimum 120GB free available disk space

4. SCSI RAID 1 mirrored configuration

5. SCSI Controller

6. Minimum of 3 PCI-X 133MHz slots

7. 20/40 GB DAT Drive

8. Windows 2003 Server Operating System software

9. Veritas 10.0 Backup Software

10. 100/1000 Mbps Available Network Interface Adapter

11. DVD Writer

12. Redundant Power Supplies

13. Redundant Fans

After coordinating IVR requirements with Centurion, Inc.’s contract manager, Dennis Kummrow, the purchasing agency would ship this locally acquired IVR server to Centurion, Inc. at 2825 South Moorland Road, New Berlin, WI 53151. Centurion, Inc. technicians would then install voice processing hardware and software components.

Additionally, Centurion, Inc. would coordinate hardware support services with the selected local supplier. We would ask for background information of this local supplier to determine that the skills available and performance records are sufficient to maintain the IVR server to our level of expectation. We would then direct our service needs through this local supplier.

Centurion, Inc. will be the central point of accountability during the applicable warranty and post-warranty service periods for supporting software applications and solutions that are licensed by Centurion, Inc. This would include any voice processing hardware components Centurion, Inc. installed on the IVR server that the State acquired from a local supplier. The Centurion, Inc. maintenance agreement with the State would define each specific item supported for this service.

Contract 15-88343-601 Information for Interactive Voice Response (IVR) Solution

Effective:

Date signed by DOA’s Secretary’s Office Term:

3 years with 2 optional 1-year extensions

Reference:

RFB 27824-LAA

Contacts:

Contract Manager

Contract Administrator

Beth Ascher

Gary McFall

State Bureau of Procurement

Bureau of Infrastructure Support

101 E. Wilson St., 6th Flr., P.O. Box 7867 101 E. Wilson St., 8th Flr., P.O. Box 7844

Madison, WI 53707-7867

Madison, WI 53707-7844

Phone – 608-266-9796

Phone – 608-266-1032 beth.ascher@wisconsin.gov gary.mcfall@wisconsin.gov Vendor:

Centurion, Inc.

Fred R. Stone

Vice President, Government Sales 2710 Kucera Drive

Lincoln, NE 68502

Phone – 402-423-6966

Wireless – 402-432-0692

Fax – 402-784-0687 fstone@centonline.com

Centurion, Inc. – Wisconsin Headquarters

2825 South Moorland Road

New Berlin, WI 53151

FEIN:

39-1375477

Pricing Information

IVR Equipment (includes everything that is not a service (e.g., hardware, software, power supplies, racks, cables) All prices, costs and conditions outlined in the RFB shall remain firm for the life of the contract.

Customization Service Rates

Warranty Period Response Time

System Down with Escalation Procedure

(Applicable regardless of warranty or maintenance agreement status)

· Callback to State within 30 minutes of notification.

· Actively addressing problem within 1 hour of notification.

· Problem automatically escalated after 2 or fewer hours.

· Problem escalated again after 4 or fewer hours.

· On-site within 4 hours for problems that cannot be resolved remotely.

Major Failure

(Failure concerning, but not limited to voice quality degradation, port failure or m ore than ten percent (10%), line signaling, power supply, processor, memory, console functions or anything that impairs the agency from delivering its intended service via the IVR.)

· Callback to State within 30 minutes of notification.

· Actively addressing problem within 1 hour of notification.

· On-site within 4 hours for problems that cannot be resolved remotely.

Minor Failure (Failure that does not impair the agency from delivering its service via the IVR.)

· Callback to State within 30 minutes of notification.

· Actively addressing problem within 1 hour of notification.

· On-site within 24 hours for problems that cannot be resolved remotely.

Post Warranty Maintenance and Support Agreement Options

At the conclusion of the warranty period, an annual Hardware Maintenance Agreement will provide continued support. Coverage is available on a Monday through Friday, 8:00 a.m. to 5:00 p.m. basis in the client time zone priced at 12% of total hardware cost. Optionally, support coverage on a 24 x 7 basis is available, priced at 18% of total hardware host.

Monday – Friday

8 a.m. – 5:00 p.m.

12% of total hardware cost

24 x 7

18% of total hardware cost

8 a.m. – 5:00 p.m.

12% of total software cost

24 x 7

18% of total software cost

8 a.m. – 5:00 p.m.

12% of total software cost

24 x 7

18% of total software cost

Post Warranty Non-Contract Time and Materials (T&M) Response Time

System Down with Escalation Procedure

(Applicable regardless of warranty or maintenance agreement status)

· Callback to State within 30 minutes of notification.

· Actively addressing problem within 1 hour of notification.

· Problem automatically escalated after 2 or fewer hours.

· Problem escalated again after 4 or fewer hours.

· On-site within 4 hours for problems that cannot be resolved remotely.

Major Failure

(Failure concerning, but not limited to voice quality degradation, port failure or m ore than ten percent (10%), line signaling, power supply, processor, memory, console functions or anything that impairs the agency from delivering its intended service via the IVR.)

· Callback to State within 30 minutes of notification.

· Reference Post Warranty Non-Contract Time and Materials (T&M) for Hardware and Software Issues (below) for response options and rates.

Minor Failure

(Failure that does not impair the agency from delivering its service via the IVR.)

· Callback to State within 30 minutes of notification.

· Reference Post Warranty Non-Contract Time and Materials (T&M) for Hardware and Software Issues (below) for response options and rates.

Post Warranty Non-Contract Time and Materials (T&M) for Hardware and Software Issues

4-Hour Rapid Response (available during State Business and Non-Business Hours) An option agencies may consider for escalation of response within 4 hours for major failure circumstances.

$250.00

Training

Subsequent Training

An overview of how the system fits into the existing business aspect of the network and telephony network will be available.

Prior to the equipment being put into service, appropriate staff will be invited to attend concentrated hands on training consisting of administration, maintenance and problem solving. These sessions may include administration of agent data (skills, extension numbers, agent information, etc.), outbound calling, voice mail and port administration.

A session covering system backup procedures, maintenance of trunks and lines, management of the agent telephone and PC interface will also be provided.

$250.00 Conducted at the client site, classroom environment, utilizing the actual system purchased.

Includes all training materials and associated costs.

Centurion, Inc. is not establishing a specific number of attendees who may attend.

Centurion, Inc. professional training staff maintains a background of a minimum of 15 years of system and product experience, combined with a diverse technical background ensures that every training requirement is met.

$250.00

Conducted at the client site, classroom environment, utilizing the actual system purchased.

Includes all training materials and associated costs.

Centurion, Inc. is not establishing a specific number of attendees who may attend.

Standard Terms and Conditions

(Request For Bids / Proposals)

1.0 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs.

5.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

6.0 PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industrywide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

6.3 In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

7.0 UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

13.0 GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs.

14.0 ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order 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 contracting authority.

15.0 APPLICABLE LAW: This contract shall be governed under the laws of the State of Wisconsin. The contractor 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 contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel any contract with a federally debarred contractor or a contractor which is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

17.0 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

19.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

20.0 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

21.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

22.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

23.0 INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

23.3 The state reserves the right to require higher or lower limits where warranted.

24.0 CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

25.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities.

Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

32.0 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

33.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

Supplemental Standard Terms and Conditions for Procurements for Services

1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful contractor will become contractual obligations if procurement action ensues.

2.0 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION: By signing this bid/proposal, the bidder/proposer certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organization, that in connection with this procurement:

2.1 The prices in this bid/proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder/proposer or with any competitor;

2.2 Unless otherwise required by law, the prices which have been quoted in this bid/proposal have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the bidder/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition.

2.4 Each person signing this bid/proposal certifies that: He/she is the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above.

3.0

DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

3.1 Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor 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 potential contractor will not be adverse to the interests of the state.

3.2 Contractors shall agree as part of the contract for services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

4.0 DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

5.0 EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the contracting agency.

6.0 CONFLICT OF INTEREST: Private and non‑profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

7.0 RECORDKEEPING AND RECORD RETENTION: The contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/proposal held by the contractor. The contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made.

8.0 INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the state.

Information Technology Contract Riders

STATE OF WISCONSIN

HARDWARE RIDER

1.0

ACCEPTANCE/STANDARD OF PERFORMANCE

2.0

ACCESS TO EQUIPMENT

3.0

DOCUMENTATION AND OPERATING MANUALS

4.0

EMERGENCY EQUIPMENT

5.0

ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS

6.0

LIQUIDATED DAMAGES

7.0

ONGOING PERFORMANCE REQUIREMENT

RETURN OF EQUIPMENT

SITE PREPARATION

10.0

SPARE PARTS

SUPPLIES

STATEMENT OF PURPOSE: The Hardware Rider provides terms and conditions relating to acquisition of data processing hardware. The Hardware Rider is applicable to all Data Processing Agreements which involve the acquisition of data processing hardware.

1.0

ACCEPTANCE/STANDARD OF PERFORMANCE:

A standard of performance must be met before any of the equipment is accepted by the State. It is also applicable to any replacement or substitute machines which are added or field modified after the equipment has completed a successful performance period.

1.1 The performance period shall begin when the State notifies Contractor in writing that acceptance testing may commence and shall end when the equipment has met the standard of performance for a period of thirty (30) consecutive business days. The performance period will determine whether the following acceptance criteria are met:

a.

Equipment operates in conformance with Contractor's technical specifications and functional descriptions.

b.

Equipment meets the specifications and performs the functions as contained in the State's solicitation document.

c.

Equipment is capable of running on a repetitive basis using a variety of live data, as supplied by the State, without failure.

d.

Equipment is capable of meeting the State's performance requirement as expressed in the State's solicitation document.

e.

Equipment does not require modifications to other operational systems and does not cause performance degradation of other systems operating on the State's computing system(s) and network(s).

Equipment must operate at an effectiveness level of ninety-nine and a half percent (99.5%) or more. (See items 1.5 through 1.10 below.)

1.2 In the event the equipment does not meet the standard of performance during the initial thirty (30) consecutive business days, the standard of performance test shall, at the option of the State, continue on a day-to-day basis until the standard of performance is met for a total of thirty (30) consecutive business days.

1.3 If the equipment fails to meet the standard of performance after ninety (90) calendar days, from commencement of acceptance testing, the State may, at its option, terminate this Agreement without penalty, request replacement equipment or continue the performance test. Contractor shall be liable for all inbound and outbound preparation and shipping costs for equipment returned pursuant to this provision. The State's option to terminate this Agreement shall remain in effect until such time as a successful completion of the performance period is attained.

1.4 The date of acceptance shall be the first day after the completion of the successful performance period and shall be the first day that authorized charges will be paid.

1.5 The effectiveness level for equipment acquired under this Agreement is computed by dividing the operational use time by the sum of that time plus system failure downtime.

1.6 Operational use time for performance testing for the equipment acquired under this Agreement is defined as the accumulated time during which the equipment is in actual use.

1.7 Equipment failure downtime is that period of time when the equipment is unavailable due to equipment malfunction not caused by Force Majeure.

1.8 During any period of equipment downtime, the State may use operable equipment when such action does not interfere with maintenance of the inoperable equipment.

1.9 Downtime for each incident shall start from the time the State makes a bona fide attempt to contact Contractor's designated representative until equipment is returned to the State in proper operating condition.

1.10 During the performance period for equipment, a minimum of 20 hours per day of operational use time with productive or simulated work will be required as a basis for computation of the effectiveness level. However, in computing the effectiveness level the actual number of operational use hours shall be used when in excess of the minimum of 20 hours.

2.0

ACCESS TO EQUIPMENT:

Contractor, its agents or employees shall have full access to the equipment at reasonable times when State offices are open to inspect the equipment or observe its use upon first giving notice to the State of Contractor's intent to perform such inspection.

3.0

DOCUMENTATION AND OPERATING MANUALS:

Contractor shall provide, at no additional charge, operating manuals which describe equipment capabilities, its operation, malfunction identification and troubleshooting procedures. Two (2) copies of these manuals will be furnished for each individual piece of equipment ordered by the State. Manual updates or revisions published by the Contractor shall be provided free of charge. Contractor agrees that the State may make such additional copies of supplied documentation as are needed for use by State employees.

4.0

EMERGENCY EQUIPMENT:

Contractor agrees to make every reasonable effort to assist the State in obtaining the use of equipment compatible with that used by the State to meet emergencies such as a major system or equipment failure or loss which extends or is expected to extend beyond twenty-four (24) hours. The State, at its option, may accept or reject the offer of use of emergency equipment from the Contractor.

5.0

ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS:

Contractor sponsored modifications and/or engineering changes shall be made with the consent of the State at no additional charge. The State reserves the right at all times to schedule these Contractor sponsored modifications and/or engineering changes to minimize the impact on the daily operations of the State. Contractor warrants that, to their knowledge, installation of such engineering changes and/or field modifications as are required or recommended from time to time, shall not cause the performance of the equipment modified to degrade below the standard of performance established for acceptance of the equipment or as described in Contractor's technical specifications and accepted by the State. Liquidated damages as provided for in section 6.2 of this Hardware Rider will be assessed by the State if engineering changes and/or field modifications result in an unacceptable performance level for the equipment.

LIQUIDATED DAMAGES:

The State declares, and Contractor acknowledges, that the State may suffer damages due to lack of performance of the terms and conditions of this Agreement by Contractor. Since it is impractical and extremely difficult to fix the actual damage sustained in the event of any such nonperformance, the State and Contractor, therefore, presume…