2017-17 Exhibits B-E.pdf

Exhibit B – Software & Technical Requirements Ringtail eDiscovery Solution

State of Wisconsin Department of Justice

Software & Technical Requirements

Version: 3.0

Last Edited: 06/09/2016

C:\Users\mcguisaepi\Documents\Tech Contracts 121116\eDiscovery Deployment\2017-17 Exhibit B - Project Requirements.doc Page 2

Approval Cycle

Role Name Signature Date

Author: Becky Rohwer

Sponsor: David Meany

Reviewer(s):

Approver(s):

Change History

Version (State) Author Change Description Date

1.0 (draft) Becky Rohwer Original draft 05/02/16

1.1 (draft) Becky Rohwer Updates to software requirements 05/05/16

1.2 (draft) Becky Rohwer Addition of services requirements 05/19/16

1.3 (draft) Becky Rohwer Update of technical requirements 05/23/16

2.0 (draft) Becky Rohwer Incorporate all reviewer feedback 05/26/16

3.0 (final) Becky Rohwer Transferred services requirements to SoW 06/09/16

Project Requirements.doc Page 3

Table of Contents

1. Introduction

2. Assumptions/Constraints/Dependencies

2.1 Assumptions

2.2 Constraints

2.3 Dependencies

3. Software Requirements

3.1 Importing & Processing Electronic Stored Information (ESI)

3.2 Managing ESI

3.3 Producing ESI

3.4 Exporting ESI (non-presentation)

3.5 Usability

4. Technical Requirements

4.1 Platforms

4.2 Environment Architecture

4.3 Network & Security

4.4 Backup & Recovery

4.5 Monitoring & Maintenance

Project Requirements.doc Page 4

1. Introduction

The DOJ is purchasing an eDiscovery solution not only so the Division of Legal Services (DLS) can stay on a ‘level playing field’ with the majority of opposing counsels who use them, but also because DLS is increasingly handling cases with substantial document review needs. This is due to expanding volumes of electronic and paper documents and other records. Such cases are expected to significantly increase over time along with the courts’ insistence that the State comply with obligations to provide eDiscovery responses in the efficient and organized manner inherent to eDiscovery solution outputs.

eDiscovery solutions not only ensure that we can meet these obligations, but also make activities like eliminating duplicate documents, searching documents using complex criteria, grouping or organizing information, and collaborating with others dramatically easier, faster, and more reliable. Current methods are manual and extremely time consuming, squandering resources and reducing the number of cases that can be addressed at a given time while also potentially compromising outcomes if not enough resources are available to sufficiently prepare for court-imposed deadlines.

Lack of an eDiscovery solution additionally prevents DLS from taking a lead role (and therefore recouping a larger proportion of settlements) in large, multi-state cases. And, finally, while the solution's primary use for the DOJ will be for DLS litigation, the system will also prove useful to other DOJ divisions needing similar functionality (i.e., the Office of Open Government answering open records requests).

The following document outlines the requirements for an eDiscovery solution purchased by the DOJ.

Project Requirements.doc Page 5

2. Assumptions/Constraints/Dependencies

2.1 Assumptions

2.1.1 The users of the eDiscovery solution are as follows:

2.1.1.1 Primary - core

• Civil Litigation

• Consumer Protection

• Special Litigation

2.1.1.2 Primary – ancillary

• Criminal Litigation

• Environmental Protection

• Medicaid Fraud Control & Elder Abuse

• Criminal Appeals

2.1.1.3 Secondary

• Office of Open Government

• Department of Criminal Investigations

2.1.2 DLS Litigation Technology Support Specialists will be DLS’s primary application administrators, the first line of defense for advice, and the trainers for the eDiscovery solution.

2.1.3 BCS resources will support the infrastructure of the eDiscovery solution.

2.2 Constraints

2.2.1 The collection of data from all sources will remain manual.

2.3 Dependencies

2.3.1 This effort is dependent on resources from WI DOJ - DLS, WI DOJ - BCS, and the vendor for successful implementation.

Project Requirements.doc Page 6

3. Software Requirements

3.1 Importing & Processing Electronic Stored Information (ESI)

3.1.1 Document Types

3.1.1.1 The following document types must be supported:

• MS Office (.msg, .pst, .xls, .doc, etc.)

• Symantec Enterprise Vault, only by exporting to .pst

• Image (.pdf, .jpeg, .png, .cad, medical files, etc.)

• Audio (.mp3, .mp4, .wav, etc.)

• Video (.mp4, .wmv, .flv, .vob, .mkv, .avi, etc.)

• Text (.txt)

• Load files including coding (proprietary formats of other document management applications: DAT – DII files converted for import)

• Text and markup files

• Deposition transcripts (.pcf, .ptf, .txt)

• Other file types as outlined in ‘FTI Processing Supported File

Types – 2016’ and ‘QVPv.13 – Supported File Types’

3.1.2 Importing & Processing Options

3.1.2.1 The option of de-duping (removing exact duplicates of files) and de-nisting (removing operating system files, program files, and other data not created by the user) imported files will be available

3.1.2.2 Optical Character Recognition (OCR) capabilities for translating image files will be available

3.1.2.3 Embedded files will be unpacked, with relationships preserved

3.1.2.4 The ability to identify and flag for remediation password protected files will be available

3.1.2.5 The ability to identify and flag for remediation encrypted files will be available

3.1.2.6 Exception reports will be created and can be ‘worked’ for all files that fail initial import or processing

Project Requirements.doc Page 7

3.2 Managing ESI

• Requirements for search and retrieval functions, and for reviewing, redacting, and organizing ESI content

3.2.1 Advanced Search Engine Capabilities

3.2.1.1 The software will include an LSI-based text analytics search engine which will automatically:

• Cluster (sort) documents into groups based on their conceptual content without any user input.

• Identify emails that were part of a single thread and organize them together for review, clearly identifying end-branch emails while maintaining all relationships (email threading).

• Identify near duplicates within all documents in the database.

• Produce a list of conceptually related terms from a user defined keyword.

• Identify concepts that can be removed from analytics indexes.

• Build multiple text analytics indexes per case.

3.2.1.2 The LSI-based text analytics search engine will allow from a user interface the ability to:

• Select a document and quickly identify other documents that are conceptually similar.

• Run ad hoc conceptual searches by typing or pasting text into a search window

• Adjust analytics indexes

• Exclude documents that are bad training examples from the analytics index.

3.2.2 Base Search and Retrieval Functions

3.2.2.1 Searchable content will include, but is not limited to:

• Full text of imported documents

• Content tags

• Metadata

3.2.2.2 Search parameters will include, but are not limited to:

• Boolean terms

• Wildcards

• “Fuzzy” terms

• Quoted strings

• Synonyms

• Degree of relevance

• Issue code(s)

• Multiple key words

• Custodian

Project Requirements.doc Page 8

• Document type

• Attachment existence or type

• Specific date/time or date/time range

• Patterns (e.g., SSN or phone number) via numeric wild card expressions

• Exclusionary content and fields

• Descriptive terms

• Suggested terms

3.2.2.3 Unlimited searching within search results will be supported.

3.2.2.4 Searching embedded files will be supported.

3.2.2.5 Saving search parameters for reuse will be supported at the case level.

3.2.2.6 Search results will be presented in a tabular form to allow for sorting by single columns, by multiple columns, by document type, by date, etc.

3.2.2.7 The ability to filter search results will be provided.

3.2.2.8 Search results will include the total number of pages and sub-totals by document type.

3.2.2.9 Search results will provide a hit count of terms for each document retrieved.

3.2.2.10 The user will be able to identify which search term retrieved a particular document (e.g. highlighted text).

3.2.2.11 The user will have the option to suppress exact duplicates of documents retrieved.

3.2.3 Computer-assisted Review

3.2.3.1 The software will provide computer-assisted review

based upon statistical analysis of a manually coded control set, including the ability to:

• Use computer-assisted review in conjunction with manual review.

• See discrepancies between computer and human coding.

• Tie the computer’s coding decisions to the human’s coding decisions by showing the seed document which caused the computer categorization.

• Run multiple computer-assisted review projects simultaneously within a case.

Project Requirements.doc Page 9

• Measure and report on the effectiveness of the computer coding decisions round to round using statistical validation.

3.2.4 Manual Review

3.2.4.1 The user will have the ability to batch documents together and browse those batches or assign to other resources for analysis (workflow functions).

3.2.4.2 Workflows can be built/customized and applied at various levels (i.e., all DOJ, per unit, or per case).

3.2.4.3 Batches will be defined by flags, tags, stamps, document type, or other identifying characteristics.

3.2.4.4 Reports can be created to identify total number of pages (of images) and sub-totals by document type per batch.

3.2.4.5 Highlights and markups will be applied to document pages.

3.2.4.6 Global (within the case) tag types will be available to all users and users will have the ability to create custom tags.

3.2.4.7 The user will be able to apply multiple tags to a single document.

3.2.4.8 The user will be able to apply different categories of custom tags per case (i.e., a list of attorney last names can be imported and highlighted in one color while keywords are highlighted in another)

3.2.4.9 The user will have the ability to clone a case (e.g. from a previous case or established template), including the ability to bring over issue codes to the cloned case. Documents can be exported from one case and imported into another.

3.2.4.10 The user will have the ability to identify documents as privileged and to generate privilege logs of those documents, with the option to include specific content.

3.2.4.11 The user will have the ability to enter case witness information, tie witnesses to particular cases or documents, and produce a list of witnesses.

3.2.4.12 The user will have the ability to produce a list of exhibits associated with the case.

3.2.4.13 The user will have the ability to produce a sortable index of documents associated with the case.

Project Requirements.doc Page 10

3.2.4.14 The user will have the ability to track production sets of documents.

3.2.5 Redacting Documents

3.2.5.1 The user will have the ability to identify for redaction items such as keywords, phrases, and personal information such as Social Security Number.

3.2.5.2 The application will provide the option of redacting visible metadata that is part of the document content for image-based files. The redacted documents can be OCR’d to remove the redacted text. The application will provide the option of deleting metadata or withholding metadata from a production.

3.2.5.3 All redactions made will be tamper-proof.

3.2.5.4 Redactions will not affect the original, imported document.

3.2.5.5 Redactions will be presented for preview and optionally saved as a draft before confirming as final. Both draft and final will be retained.

3.2.6 Audit Requirements

3.2.6.1 Audit reports of the last action taken (e.g., associating notes, coding, highlights, markups, etc.), who performed the action, and when it was performed will be available as a defensibility log.

3.2.6.2 Audit reports comparing review assistance tool results to the control set will be available

3.3 Producing ESI

3.3.1 Production Aspects and Options

3.3.1.1 The user will have the ability to create multiple productions per case.

3.3.1.2 The user will have the ability to assign a Bates number. Being presented with the ‘next available’ Bates number is highly desirable.

3.3.1.3 The user will have the ability to brand documents (e.g., assign a custom text label per document).The user will have the ability to group content during production, including the use of issue binders.

Project Requirements.doc Page 11

3.3.1.4 The user will have the ability to create mixed production of both native and image files

3.3.1.5 The user will have the ability to generate TIFF images of native documents in bulk or on-the-fly

3.3.1.6 The user will have the ability to lock documents from being added to a production.

3.3.1.7 Review workflows can be configured such that documents selected for redaction must be reviewed for redaction before production.The user will be able to code custom date fields and generate nested issue trees or reports on those date fields to develop a chronology.Users will have the option to add presenter notes (visible only to the presenter) and to suppress those notes entirely if desired.

3.3.1.8 Presentation options will include the ability to display side-by-side on a single slide.

3.3.1.9 The user will have the ability to include audio and video files in the production. The option to display a transcript of the audio/video event on the same slide is highly desirable.

3.3.1.10 Users can play video in Ringtail and pause to view a frame.

Videos are produced in whole. The ability to create reports of presentation statistics (e.g., percentage of documents by type) and the production history of a document will be available

3.4 Exporting ESI (non-presentation)

3.4.1 Document Types

3.4.1.1 ESI content must be exportable as the following:

• Searchable/non-searchable TIFFs

• Adobe Acrobat searchable/non-searchable (.pdf). (Searchable

PDFs are created as part of the production process.)

• Text files (.txt,) of OCR’d document images (not extracted text)

• Natively, in the format in which they were received (Exceptions:

.zip files are exported outside of the original container and emails are converted to .mht)

• Load files with option to include/exclude coding

• Printed hardcopy via PDF first, which can then be printed via network or local printers

Project Requirements.doc Page 12

3.4.2 Export Options

3.4.2.1 The user will have the ability to omit metadata from exported versions of documents and indexes. (Metadata visible on the imaged document itself will have to be redacted to not appear in the production.)

3.4.2.2 Option to apply burned in highlights, markups, and redactions on documents.

3.5 Usability

3.5.1 Interface Customization

3.5.1.1 Users will be able to customize the interface to meet their needs, such as changing the size of viewing panes, the number of viewable items, column placement, font (via browser), etc.

3.5.1.2 Users will be able to set their customized view as their default.

3.5.1.3 User customization will be available at the case level.

3.5.2 The software can be available via a virtual desktop and remotely through a secure web interface, providing the same core functionality in all cases.

3.5.3 Reporting

3.5.3.1 Users will be able to create ad hoc reports from data presented to them throughout their workflow.

3.5.3.2 Workflow status reporting will be available for all users.

3.5.3.3 Administrators will be able to build standard reports for regular management review.

Project Requirements.doc Page 13

4. Technical Requirements

Project Requirements.doc Page 14

4.1 Platforms

4.1.1 The following technologies comprise of the key components of the WI DOJ architecture; configuration and deployment should include considerations for each of the following:

• Virtualization – VMware (ESXi 5.5+)

• Backup – CommVault

• Recovery – CommVault, VMware Site Recovery Manager

(SRM)

• Networking - Cisco

• Load Balancing - F5

4.1.2 Accepted Server OS Versions

4.1.2.1 Windows – Server 2012R2 preferred, 2008R2 or higher required

4.1.2.2 Security requirements have been provided by DOJ and reviewed by the Contractor in Exhibit F: Security Technical Implementation Guides. Highlighted items represent areas where the Contractor will/may not be able to harden Operating System templates to meet security requirements. Each item will be addressed during implementation, and where these standards cannot be complied with, there must be documented exceptions which are reviewed and approved by DOJ security.

4.1.3 Accepted database versions

4.1.3.1 Windows – Microsoft SQL Server 2014 preferred, 2012 or higher required

4.2 Environment Architecture

4.2.1 High Availability

4.2.1.1 The WO DOJ architecture provides HA via VMware

virtualization. When available, application specific HA (i.e.

clustering, multiple nodes, etc.) is preferred.

4.2.1.2 Considerations for protection of each tier (application, web, database, etc.) should be included with design.

4.2.2 Disaster Recovery

4.2.2.1 The WI DOJ architecture spans two geographically disperse datacenters and provides DR via VMware SRM in the form of a “crash consistent” replication for the application and web tiers.

Project Requirements.doc Page 15

Databases, when supported and appropriate, will be protected with SQL clustering or availability groups.

4.2.2.2 Application-specific DR, when available, is preferred. For example, if an application can support running in an active-active configuration across both datacenters, this should be discussed as an option.

4.2.2.3 Design considerations and recommendations should include supported models.

4.3 Network & Security

4.3.1 User Access & Authentication

4.3.1.1 The application will allow for Active Directory integration so users will not need a separate logon for access. The application must integrate with Microsoft Active Directory for authentication.

4.3.1.2 Remote access, if enabled by the application itself, must support integration with multi-factor authentication (MFA) via RADIUS.

MFA services will be provided by DOJ, but the application must support the integration if being exposed directly to the internet.

(Note: the DOJ does not anticipate exposing Ringtail directly to the internet and has been informed of the lack of integration with MFA by Contractor.)

4.3.1.3 Multiple permissions levels for segregating functions will be available.

4.3.2 Data Security

4.3.2.1 Data must be encrypted in transit over web services.

4.3.2.2 Data encryption must ultimately comply with FIPS 140-2 standards and DOJ will consider all reasonable means to accomplish this. Where these standards cannot be complied with, there must be documented exceptions which are reviewed and approved by DOJ security.

4.3.3 Certificates

4.3.3.1 Application communication must be able to be signed by a certificate of DOJ’s choosing for web-based traffic; DOJ will determine the appropriate signing source (external or internal authorities) for the communication.

Project Requirements.doc Page 16

4.3.4 Network Zones

4.3.4.1 Application must support the separation of tiers into zones with clear communication/firewall requirements included in design.

4.3.4.2 All externally accessible functions must be in a DMZ or accessed via a proxy in the DMZ.

4.4 Backup & Recovery

4.4.1 Network Zones – design considerations must be made to

account for backup and recovery leveraging technologies listed previously.

4.5 Monitoring & Maintenance

4.5.1 Application maintenance

4.5.1.1 Application maintenance recommendations must be included in the design and deployment services.

4.5.1.2 The application must support regular (monthly) patching of the Server OS.

4.5.1.3 The application must be patched to address vulnerabilities regularly.

4.5.2 Application Monitoring

4.5.2.1 Application health and availability monitoring and alerting facilitated by the application is preferred.

4.5.2.2 In the event that self-monitoring is not an option, design should include appropriate methodology for monitoring.

Wisconsin Department of Administration DOA-3054 (R10/2005) Chs. 16, 19, 51

Exhibit C 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 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, 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 perform-ing 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

DOA-3054

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 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.

18.0 WORK CENTER CRITERIA: A work center must be certi-

fied 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 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 twenty-five thousand

dollars ($25,000) 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 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 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.

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 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 perform-

ing 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 prop-

erty 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 specifica-tions of this contract.

DOA-3054

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 speci-fied. 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, 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 appro-priate 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 MATERIAL SAFETY DATA SHEET: If any item(s) on an

order(s) resulting from this award(s) is a hazardous chemi-cal, 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 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.

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.

35.0 FORCE MAJEURE: 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, 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.

State of Wisconsin Department of Administration

DOA-3681 (01/2001)

ss. 16, 19 and 51, Wis. Stats.

Division of Agency Services Bureau of Procurement

Exhibit D Supplemental Standard Terms and Conditions for Procurements for Services

1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The con-

tents 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 organi-zation, 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 competi-tion, 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 procure-ment 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 provi-sion, in writing, if those activities of the potential con-tractor 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 corpora-

tions 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.

State of Wisconsin Department of Justice

17 West Main Street Post Office Box 7857

Madison, WI 53707

Exhibit E

CONTRACT FOR SERVICES

Contract No.

Commodity or Service:

Contract Period:

Contract Amount:

This Contract is entered into by the State of Wisconsin Department of Justice (hereafter DOJ) and [_____________] (hereafter the Contractor or ____).

The DOJ 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.

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

IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed this Contract with full knowledge of and agreement with the terms and conditions of this Contract.

State of Wisconsin Contractor Department of Justice

Company Legal Name

Address

Signature: Signature:

Name: Bonnie Cyganek Name:

Title: Division Administrator Title

Date: Date:

State of Wisconsin Department of Justice Contract for Services

CONTRACT FOR SERVICES

1. ENTIRE CONTRACT.

1.1. Entire Contract. This document is the “Master Contract”. The Master Contract, together with its Exhibits, is the “Contract” and is a complete and exclusive statement of the agreement between the parties. This Contract supersedes 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. The DOJ reserves the right to reject or cancel agreements based on documents that have been altered.

1.2. Integration of Documents. The parties intend for this Master Contract and all of the Exhibits hereto to be read and harmonized together to the extent possible. In the event of conflict between the terms of the documents, the Master Contract shall control.

1.3. Contract Parts. The Contract consists of the following parts which will serve as the hierarchy of documents in descending order for resolution: (Any of the following are included, as applicable.)

Final Executed Contract and Official Purchase Order Schedule __: Scope of Work Schedule __: Software and Technical Requirements Schedule __: Payment Schedule

Schedule __: Non-disclosure Agreement Schedule __: Request for Bid or Proposal # and title (including all attachments and addenda) Schedule __: Contractor Original Bid/Proposal Response dated _____

2. SCOPE OF WORK AND PRODUCTS.

The Contractor agrees to provide all of the products and services set forth in this Contract and all its attachments. A brief overview of the scope of work and products is as follows:

3. CONTRACT TERM. This Contract shall be effective upon its signing by both parties unless another date is specified in the Contract Documents and shall continue through [_initial term__], during which period Contractor shall fully perform this Contract to the satisfaction of the DOJ.

4. PRICING AND PAYMENT TERMS. The DOJ agrees to pay the Contractor according to Schedule __, Payment

Schedule.

5. CHANGE CONTROL.

5.1. The Contractor and DOJ shall utilize a change control process to manage changes during the life of the Contract. Additional change control procedures and requirements may be described under the Change Control Process in the Project Management SOW.

5.2. Any contractual changes, including time extensions beyond the scope of services stated in this Contract, may be made only by a written amendment to this Contract, signed by both parties prior to the end date of this Contract.

5.3. The party requesting the change shall give such information, including the reason for the change, specific requirements, and expectations, if applicable, to the other party as is sufficient to allow the other party to consider the impact of the requested change.

5.4. All Change Requests shall be approved by both parties before any work affected by the change is started. If the DOJ requests a reduction of work by Contractor in which the DOJ will assume more responsibility for tasks, a Change Request the DOJ shall also describe the reduction and any associated reduction in cost.. Each Change Request document will be jointly developed by the Contractor and the DOJ.

5.5. For any work order that is not within the scope of the contract, the Contractor shall submit a detailed proposal. The Contractor shall analyze, record, estimate and submit to the DOJ, the proposed scope for the new work, a work schedule, and a rate or price adjustment for completion of the additional work. Upon DOJ approval, a new work order will be issued for the additional work. Upon the DOJ’s written approval and notice to proceed, the Contractor shall implement the additional work and shall invoice for the changed or additional work consistent with the DOJ’s approval notice and the terms and conditions of this Contract.

5.6. The Contractor shall not proceed under a change order without DOJ approval. Such extra work shall be authorized in writing only by the DOJ Purchasing Buyer, Department of Finance and Administrative Services. No costs incurred for the performance of extra work will be reimbursed unless and until DOJ approves a change order for it.

5.7. The DOJ does not guarantee utilization of goods and services provided for in this Contract for which the DOJ has not issued a work order.

6. ASSIGNMENT. Neither this contract nor any right or duty in whole or in part by the Contractor under this contract may be assigned, delegated or subcontracted without the written consent of the DOJ. If upon the written consent of the DOJ this Contract or any right or duty in whole or in part is assigned, the Contractor shall assure that the Assignee(s) l expressly assumes and agrees to perform all relevant obligations expressed under the terms of this Contract and agrees to be bound by the terms and conditions of this Contract. Assignment in whole or in part of this Contract does not absolve the Contractor of any liability or obligation expressed and agreed to hereunder.

7. SURVIVORSHIP. All purchase transactions and deliverables executed pursuant to the authority of this Contract shall be subject to all of the terms, conditions, prices and…