2 Participating Addendum - State of Wisconsin U.S. Bank.pdf

CONFIDENTIAL

Confidential Insert [Contract File Number] Page 1 of 9 LD 8.2019

NASPO VALUE POINT

PARTICIPATING ADDENDUM

(BANKCARD)

This NASPO Value Point Application and Participating Addendum (this “Participating Addendum” or this “Addendum”) sets forth the terms and conditions upon which the undersigned Participating State (together with all of its agencies and related subdivisions, collectively, the “Participating State” or “State of Wisconsin”) may participate in the commercial card services program (the “Program”) established pursuant to the Amended and Restated Cooperative Purchasing Master Agreement No. 00719/0089 dated as of December 31, 2020 (as amended, supplemented or otherwise modified, the “Master Agreement”), between Enterprise Services acting by and through the State of Washington (“Enterprise Services”) and U.S. Bank National Association (“U.S. Bank” or “Contractor”). This Addendum shall become effective January 1, 2021 (the “Effective Date”).

AGREEMENT

1. Product Selection.

Please Select One or More Products

Corporate Travel & Expense Accounts

Purchasing Accounts One Card™ Accounts

Corporate Liability Joint and Several Liability Contingent Liability

Only Corporate Liability Only Corporate Liability

Estimated Annual Charge Volume Estimated Annual Charge Volume Estimated Annual Charge Volume

$20,000,000

$250,000,000

$50,000,000

Benefits* Benefits* Benefits*

Card Network benefits plus U.S. Bank supplemental common carrier travel accident benefits

• $500,000 Standard Account

• $1,000,000 Executive Account

Card Network benefits plus U.S. Bank supplemental common carrier travel accident benefits

• $250,000 Standard Account

• $1,000,000 Executive Account

Card Network benefits plus U.S. Bank supplemental common carrier travel accident benefits

• $250,000 Standard Account

• $1,000,000 Executive Account

Optional Enhancements Optional Enhancements Optional Enhancements

Event Planner account** Managed Spend account** Central Billing account**

Event Planner account Managed Spend account Central Billing account

Event Planner account Managed Spend account Central Billing account

* Benefits and protections offered by the Card Networks are established by the Card Networks outside of the control of U.S. Bank and may be changed from time to time. U.S. Bank’s additional benefits may be changed from time to time. The details of such programs are outlined in brochures separately provided to Account holders.

** Available only as Corporate Liability

2. Definitions. Unless otherwise stated in this Addendum, all capitalized terms shall have the same meaning as set forth in the Master Agreement.

DocuSign Envelope ID: E1EB58CC-C538-4652-959E-0181B3DF7544

Insert [Contract File Number] Page 2 of 9 R 5.2019

3. Term. The term of this Addendum (the “Term”) shall commence on the Effective Date of this Addendum and shall be in effect until December 31, 2025. The Participating State and U.S. Bank shall have the option to extend this agreement for two (2) additional years upon mutual agreement.

Notwithstanding anything to the contrary, this Agreement shall end on the termination date of the Master Agreement unless this Addendum is terminated earlier in accordance with the Master Agreement.

4. National Volume Incentive.

a. For purposes of the National Volume Incentive payment as set forth in Exhibit B of the Master Agreement, U.S. Bank may make payments directly to each Purchasing Entity based on the percentage of Standard Volume and Non-Standard Volume such Purchasing Entity contributed to the National Volume Incentive on behalf of the Participating State.

b. Notwithstanding anything to the contrary, U.S. Bank will make such National Volume Incentive payments, if any, to each applicable Purchasing Entity on a quarterly basis. For the avoidance of doubt, U.S. Bank will not make any National Volume Incentive payments to any Purchasing Entity if this Addendum or any applicable Card User Agreement has been terminated for any reason prior to completion of the applicable Quarter.

5. Exclusivity. Participating State agrees U.S. Bank will be the sole provider to Participating State and its participating Purchasing Entities of the products, and services selected in Section 1 of the Participating Addendum titled “Product Selection”. Upon request by U.S. Bank, Participating State shall certify to U.S.

Bank, within 30 days of such request, certifying Purchasing Entity is and will continue to be compliant with this Section.

6. Purchasing Entities. Entities seeking to join the Program as “Purchasing Entities” under this Addendum must be credit approved by U.S. Bank and otherwise accepted and approved for participation under this Addendum by U.S. Bank by completing a Card User Agreement in form and substance acceptable to U.S. Bank and any other documentation deemed necessary by U.S. Bank.

7. State Agencies. State Agencies may participate under this Addendum provided that such State Agencies are authorized for participation by the Participating State. By authorizing participation of a State Agency, the Participating State agrees to be liable for each State Agency’s performance of the terms and conditions of this Addendum, including for all Obligations incurred under the Program by any Account holder designated by Participating State or such State Agencies. State Agencies may, at the Participating State’s election, be eligible to earn a rebate for its performance in accordance with the terms and conditions of this Addendum.

8. Notices. The parties will make all notifications, consents, or approvals required under this Participating

Addendum in writing, unless otherwise expressly stated to the contrary. The parties will deem any required notices given either (i) two days after the date of mailing if sent by registered or certified mail, return receipt requested; or (ii) one day after the date of mailing if sent by a national overnight courier service to either of the addresses indicated below.

To Participating State: To U.S. Bank:

State of Wisconsin U.S. Bank National Association Department of Administration Corporate Payment Systems 101 E. Wilson St., 6th Floor Mail Code EP-MN-A17S Madison, WI 53703 901 Marquette Ave.

Attn: Bruce Derge Minneapolis, MN 55402, U.S.A.

Attn: CPS Contract Manager

9. Governing Law and Venue. The laws of the state of [Participating State] and applicable federal laws and regulations of the United States apply to any dispute arising out of this Participating Addendum, its subject matter, or its formation. The parties shall bring any dispute or claim, arising out of or related to this Participating Addendum, before a state or federal court in the city of [Capitol, Participating State].

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10. Incorporation. The following are incorporated herein by reference as if set forth at length:

Appendix A: State Standard Terms and Conditions Appendix B: Supplemental Standard Terms and Conditions The Master Agreement

In the event of a conflict between the terms and conditions set forth in this Addendum and/or applicable law, the conflict shall be resolved by giving precedence to the following documents in the following order:

1. This Addendum, without reference to Appendix A, Appendix B or the Master Agreement

2. Appendix A – Standard Terms and Conditions

3. Appendix B – Supplemental Standard Terms and Conditions

4. Master Agreement

11. Authorization and Execution. This Participating Addendum may be executed and delivered by the parties electronically, and fully executed electronic versions of this Participating Addendum, or reproductions thereof, will be deemed to be original counterparts.

STATE

DATE:

U.S. BANK

DATE:

State of Wisconsin, Department of Administration

U.S. Bank National Association

Name of Participating State

(Signature of Authorized Individual)

Cheryl Edgington

(Printed Name of Authorized Individual)

Director

Vice President

(Printed Title of Authorized Individual)

December 22, 2020

Scott Edstrom

E-SIGNED by Scott Edstrom on 2020-12-22 01:20:46 GMT

12/30/2020 | 11:25 AM CST

Appendix A

STANDARD TERMS AND CONDITIONS

Insert [Contract File Number] Appendix B (Page 1 of #) LD 8.2019

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 excep-

tions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letter-head, 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 specifica-tions 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 quali-

fies for governmental discounts and its educational institu-tions 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 indus-trywide. 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 con-ditions 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.

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

Insert [Contract File Number] Page 2 of 9 R 5.2019 special requirements shall apply. Further, the written contract and/or order with referenced parts and attach-ments 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 AND COMPLIANCE: 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 this contract if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

The State of Wisconsin also reserves the right to cancel this contract with any federally debarred Contractor or a Contractor that 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 dele-gated without the prior written consent of the State of Wisconsin. Notwithstanding the foregoing, in the event Contractor breaches this section, the State of Wisconsin’s sole remedy shall be termination of this contract.

18.0 RESERVED.

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 appren-ticeship. 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 fifty thousand dollars

($50,000) require the submission of a written affirmative action plan by the Contractor. An exemp-tion occurs from this requirement if the Contractor has a workforce of less than fifty (50) 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 employ-ment, 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.

19.4 Pursuant to s. 16.75(10p), Wis. Stats., Contractor

agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

19.5 Pursuant to 2019 Wisconsin Executive Order 1, Contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

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 recov-erable 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 RESERVED.

23.0 INSURANCE RESPONSIBILITY: The Contractor perform-

ing services for the State of Wisconsin shall:

23.1 Maintain workers’ compensation (statutory limits) and

employer’s liability insurance ($1,000,000 limits) to the extent required by the laws of the state(s) in which the services are performed.

23.2 Maintain commercial general liability and property

damage insurance with combined bodily injury and property damage limits of at least $3,000,000 combined single limit for bodily injury, death, property

Insert [Contract File Number] Page 3 of 9 R 5.2019 damage, including personal injury, contractual liability, independent Contractors, broad-form property damage, and products and completed operations coverage, naming Purchaser as an additional insured. . Provide commercial automobile liability for bodily injury (including death) and property damage with limits of at least $3,000,000 for each person and each occurrence respectively and, naming Purchaser as an additional insured.

23.3 Reserved.

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 specifica-tions of this contract. In the event the State of Wisconsin cancels the contract as set forth above, the State of Wisconsin shall remain liable for all obligations incurred up to and including the date of cancellation.

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 solicita-tion, 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. Pursuant to §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. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the Contractor shall provide the requested records to the contracting agency. The Contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

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. Proprie-tary 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, docu-mentation, 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 Informa-tion 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 mate-rials whenever technically and economically feasible.

Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 RESERVED.

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 offi-cial 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. Notwithstanding the foregoing, Contractor may market the commercial card program to applicable political subdivisions and state agencies of the State of Wisconsin without the State of Wisconsin’s prior written authorization.

32.0 HOLD HARMLESS: Except to the extent of the State of

Wisconsin’s negligence or willful misconduct, the Contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all third-party 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 negligent operations of the Contractor, or of any of its Contractors, in prosecuting work under this agreement.

33.0 RESERVED.

34.0 RESERVED.

35.0 FORCE MAJEURE: Aside from the obligation to make

payments, neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, Insert [Contract File Number] Page 4 of 9 R 5.2019 epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Appendix B

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

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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 organi-zation 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.

No more than one per calendar year, the contracting agency shall have the right to assess the policies, standards, and practices of Contractor with respect to the services provided under the agreement, to the extent reasonably necessary to verify Contractor’s compliance with the terms of the agreement. Client acknowledges that information which Contractor deems confidential or proprietary may not be considered reasonably necessary to verify Contractor’s compliance. .

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. Pursuant to §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. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the Contractor shall provide the requested records to the contracting agency. The Contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

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 venture, or partner of the state.