2023 Master Contract.pdf

CONTRACT FOR EGOVERNMENT SERVICES (SELF-FUNDED PORTAL)

(Contract #505004-O13-4091551301-01)

BETWEEN

THE STATE OF WISCONSIN,

DEPARTMENT OF ADMINISTRAION

AND

WISCONSIN INTERACTIVE NETWORK, LLC. dba TYLER WISCONSIN

This Contract restates and amends the prior contract concerning this matter executed on May 13th, 2013, between the State of Wisconsin (“State”) as represented by its Department of Administration (“Department” or “DOA”) and Wisconsin Interactive Network LLC dba Tyler Wisconsin (“Contractor” or “Tyler Wisconsin”). As of the Effective Date of this Contract, the prior agreement, including all modifications and amendments thereto, whether in writing or otherwise, is amended and restated in its entirety by this Contract.

This Contract contains the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written. This Contract may not be modified or amended except by mutual agreement of both parties in writing.

The State of Wisconsin’s requirements are provided in its Request for Proposal 28073-AW with Section 1.3 of the RFP detailing the scope of the product(s) to be provided and work to be performed and Contractor’s response thereto. Any exceptions to the State's proposed contract language contained in RFP 28073-AW noted in the Contractor's original Proposal shall be considered void.

The following documents, a through c, constitute the Contract between the parties and the Contract constitutes the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written, relating to the subject matter of the Contract. Any conflict or inconsistency between or among documents will be resolved by giving precedence to the documents in the following descending order:

a. The terms of this Contract, including all exhibits and attachments specified below

b. The terms of RFP #28073-AW, including any amendments thereto

c. The terms of Contractor’s Proposal, including any exceptions to the RFP if accepted by the

State in writing

The following exhibits, including all subparts thereof, are attached to this Contract and are made a part of the Contract for all purposes:

Exhibit A - Tyler Wisconsin Org Chart Exhibit B - State of Wisconsin eGovernment (Portal) Hosting Infrastructure Exhibit C - Division of Enterprise Technology IT Services FY23 Rate Sheet Exhibit D - eGovernment Services Subcontractors Exhibit E - Tyler Wisconsin Rate Sheet Exhibit F - Interagency Agreement Template Exhibit G - Statement of Work Template Exhibit H - Tyler Wisconsin Payment Processing Services Overview Exhibit I - State of Wisconsin Security Rider Exhibit J – State of Wisconsin IT Security Policy Handbook Exhibit K - eGov Services RACI Exhibit L - eGov Program Project Development & Approval Process

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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.

For State of Wisconsin Department of Administration

For Wisconsin Interactive Network LLC dba Tyler Wisconsin

101 East Wilson Street Madison, Wisconsin 53703

316 W Washington Ave, Suite 300 Madison, WI 53703

Chris Patton Chad Zadrazil

Printed Name Printed Name

Deputy Secretary General Manager

Title Title

Signature Signature

Date Date

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4/25/2023 | 7:10 AM CDT

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4/26/2023 | 9:35 AM CDT

General Terms and Conditions

Table of Contents

1. Definitions

2. Scope of Contract

3. Governance

4. Portal Fees

4.1. Portal e-Payment Gateway Application

4.2. ePayment and Transaction-Based Fees

4.3. Payment Terms and Invoicing

5. Contract Term

6. Provision of Services

7. Performance

8. American Services

9. Contract Administration

10. Warranties

11. Patent, Copyright, and Trade Secret Protection

12. Ownership Rights

13. Deliverables

14. Late Delivery, Back Order

15. Specifications

16. Maintenance/Support Services

17. State Payment Offsets for Contractor’s Delinquency

18. State Tax Exemption

19. Contractor Compliance and Responsibility for Actions

20. Renegotiation of Contract

21. Licenses and Permits

22. Governmental Restrictions

23. Contract Cancellation for Contractor Deficiencies

24. Termination

24.1. Termination for Cause

24.2. Termination Due to Change in Law

24.3. Termination for Convenience

24.4. Continuation of Obligations Following Termination

25. Transition Services

26. Procedures on Termination, Cancellation or Expiration

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27. Limitation of Contractor’s Liability

28. Contractor’s Liability for Injury to Persons or Damage to Property

29. General Indemnity

30. Omitted Intentionally (Stop Work Order)

31. No Quantity Guarantees

32. Amendment or Modification of Contract

33. Responsibilities of the Contractor

34. Prime Contractor Responsibility

35. Subcontracting

36. Independent Contractor

37. Cooperation with Other Contractors

38. Access to Facilities

39. Site Rules and Regulations

40. Contractor Staffing Requirements

41. Right to Approve Changes of Key Personnel

42. Contracted Personnel Removal

43. Identification of Contracted Personnel

44. Time and Expense Policy

45. Security of Premises, Equipment, Data and Personnel

46. Background or Criminal History Investigation

47. Confidential, Proprietary and Personally Identifiable Information

47.1. Duty of Non-Disclosure and Security Precautions

47.2. Limitations on Obligations

47.3. Legal Disclosure

47.4. Unauthorized Use, Disclosure, or Loss

47.5. Liability for Loss of Data

47.6. Remedies for Breach of this Section

47.7. Limitation on Liability

48. Liquidated Damages

48.1. For Service Delivery Failure

48.2. For Confidential, Proprietary and Personally Identifiable Information

49. Acceptance/Inspection

50. Acceptance Criteria

51. Inspection at Contractor’s Site

52. Nondiscrimination and Affirmative Action

53. Insurance Responsibility

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54. Compliance with Wisconsin Law Applicable to Corporations, Nonstock Corporations or Limited Liability Companies

55. State Employees

56. Recordkeeping and Record Retention

57. Audit

58. Records Management

58.1. Property of the State

58.2. Creation of Records

58.3. Sale of Records

58.4. Authorized Records

58.5. Records Management Policies

58.6. Records Disposition

58.7. Subcontracting and Records Management

58.8. State of Wisconsin Statutory and Regulatory Links

59. Financial Statements

60. Notice of Change in Financial Condition

61. Notification

62. Promotional Advertising and News Releases

63. Anti-Trust Assignment

64. Assignment of Contract

65. Contract Dispute Resolution

66. Breach Not Waiver

67. Non-Appropriation of Funds

68. Force Majeure

69. UCITA

70. Titles and Headings

71. Federal Intellectual Property Bankruptcy Protection Act

72. Severability

73. Applicable Law

74. Scalability

75. Conflicts

76. Access

77. Cooperative Purchasing

78. Disaster Recovery

79. Hosting

80. Security Terms for Cloud Applications Hosted Outside of State Data Center

81. Data

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82. Security Audits

83. Reporting Requirements

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1. DEFINITIONS

Words and terms shall be given their ordinary and usual meanings. Where capitalized in the Contract documents, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

“Affiliate” means a business entity that is related to another business entity by shareholdings or other means of control; a subsidiary, parent or sibling business entity.

“Agency or State Agency” means the Wisconsin Department of Administration or any other agency of the State of Wisconsin, as defined by Wis. Stat. § 16.70(1e).

“Agency Contract Lead” means the agency eGovernment Business Management Team member or the contract administrator appointed by each Participating State Agency.

“Authorized Contractors” means contractors engaged by or on behalf of the State to assist the State in the Permitted Use of the Portal Software and Contractor Technology, who have executed a written confidentiality agreement, in form reasonably acceptable to Contractor, that protects the Portal Software from unauthorized use or disclosure.

“Authorized User” Includes any State Agency, University of Wisconsin campus, or other state or local public body authorized to use Contracts, as established in §16.70 (1b), (1e), (2), (4) and (8), §16.73 and §66.0301 of the Wisconsin Statutes and PRO-502 of the State Procurement Manual.

“Citizen” means any member of the public.

“Confidential Information” means all tangible and intangible information and materials, including all Personally Identifiable Information, being disclosed in connection with this Contract, in any form or medium (and without regard to whether the information is owned by the State or by a third party), that satisfy at least one of the following criteria: (i) Personally Identifiable Information; (ii) non-public information, including proprietary information, related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iii) information designated as confidential in writing by the State.

“Contract” means this Contract, including all exhibits, attachments, and other documents explicitly incorporated herein by reference.

“Contract Administrator” means the contract administrator appointed by the Department.

“Contracted Personnel” means Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor to perform work under this Contract.

“Contractor Technology” means various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, software, templates and general-purpose consulting and software tools, utilities and routines in which the Contractor has created, acquired or otherwise has pre-existing rights, or in which the Contractor may, in connection with the performance of Services for the State, develop, employ, provide, create, acquire or otherwise obtain such rights.

“Corrective Action Plan” means a plan developed by Contractor and mutually approved by the State and the Contractor for the Contractor to follow in the event of any threatened or actual use or disclosure of any Confidential Information that is not specifically authorized by this Contract, or in the event that any Confidential Information is lost or cannot be accounted for by the Contractor.

“Department” means the Department of Administration.

“Deliverable” means all project materials, including goods, software licenses, data, and documentation created during the performance or provision of Services hereunder and identified as a “Deliverable” in an applicable SOW.

“DET” means Division of Enterprise Technology of the Department of Administration.

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“Division” means a sub-unit of a State Agency; an organizational unit internal to a State Agency.

“DOA” means Department of Administration, State of Wisconsin.

“Disaster Recovery” or “DR” means the act of recovering pre-defined data, processes, and services within stated Recovery Point Objectives and Recovery Time Objectives.

“Disaster Recovery Plan” or “DRP” means the documented policies, processes, and technologies to provide Disaster Recovery.

“Effective Date” means the date the Contract has been fully executed by the Contractor and the State, i.e., the date of the latter date of signatures required.

“eGovernment Services” means the government use of web-based Internet applications or other information technology to enhance the access to and delivery of government information and services to the public, other agencies, and other government entities; or to bring about improvements in government operations that may include effectiveness, efficiency, service quality, or transformation.

“Electronic Services” means readily available services provided through hardware, software and network infrastructure hosted by Contractor or another of its affiliates. Electronic Services are generally not customized for the State and must be clearly identified as “Electronic Services” on the applicable SOW. Any Electronic Services included in any SOW shall be approved by the Portal Oversight Authority and included in the Technology Plan under Section 78 (Disaster Recovery) of this Contract.

“Expedited Services” shall mean Contractor Services and Deliverables provided to a Participating State Agency to assist with the design of agency-specific Portal applications in an accelerated manner. The State shall not use this Contract for general consulting services, only those that relate specifically to Portal applications for Wisconsin.gov.

“For Use Only” means the right to use application software modules for the Permitted Uses on the Portal without the right to sell, distribute, transfer or sublicense such rights.

“Intellectual Property” means any modifications, revisions, corrections or enhancements thereto, and including any inventions, discoveries, ideas, methods, concepts, methodologies, models, templates, user interfaces, screen designs, works of authorship, materials, know-how, information, procedures, processes, techniques, tools, designs, routines, utilities, prototypes and data (except to the extent such data is a State material) embodied within Portal Software and/or source code.

“Interagency Agreement” or “IA” means an agreement executed by DOA, Contractor and an Agency.

“Key Personnel” means Contracted Personnel that play a lead and critical role in providing Services during the Contract term under Section 5 of this Contract which for the purpose of this Contract include the following roles: General Manager and the Directors of Operations, and Technology (see Exhibit A:

Tyler Wisconsin Org Chart).

“Municipality” means any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (Wis. Stat. s. 16.70(8)). Federally recognized Indian tribes and bands in this state may participate in this Contract per Wis. Stat. § 66.0301(2).

“Participating State Agency means an Agency that has executed an Interagency Agreement with Contractor.

“Permitted Uses” means use of the functionality of the Portal Software to permit Users to access government information, governmental and other sites, and to perform certain State governmental licensing, registration and similar transactions. The term “Permitted Uses” excludes any commercial sale, licensing or other transfer or use for commercial purposes.

“Portal Software” means the application software modules in all forms including but not limited to, source and object code, provided by Contractor to the State (including without limitation such modules

DocuSign Envelope ID: 34C546DD-39AB-4A20-97CE-513CD30C0357DocuSign Envelope ID: F543BDE8-BF67-4723-AD26-48BFD880864A developed by any Affiliate of Contractor) during the term of this Contract for use in the Portal, plus related user documentation, including any modifications or improvements to the Portal Software provided by Contractor for use on the Portal under this Contract and may also be referred to herein as eGovernment Services. Portal Software does not include standard commercial off-the-shelf software licensed by Contractor from third parties who are not affiliates of Contractor and identified by the Contractor in writing as “Third Party COTS Software.” For the avoidance of doubt, the term “Portal Software” does not include any of the software, data or information hosted by Contractor or its affiliated entities that are used in any Electronic Service provided to the State pursuant to a duly executed SOW.

“Proposal” means the complete response of the Contractor submitted in its response to RFP 28073-AW.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if the element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the individual’s date of birth; (d) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (e) the individual’s DNA profile; or (f) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical characteristic, as well as any information identified as Personally Identifiable Information in any SOW.

“Professional manner” means that the personnel performing the Services shall possess the skill and competence consistent with the prevailing business standards in the information technology industry.

“Properly-submitted invoice” means an invoice that is submitted in accordance with the requirements established by the Participating State Agency, which may include instructions contained on the State’s purchase order, a reference to the proper purchase order number and is submitted to the proper address for processing.

“Public Information” means information that (i) is collected, assembled, or maintained under a law or ordinance or in connection with the transaction of official business by a governmental body or for a governmental body; and (ii) the governmental body owns or to which it has a right of access, including any “record” as defined in Wis. Stat. s. 19.32(2), which is subject to public disclosure under any applicable state or federal law.

“Recovery Point Objective” or “RPO” means the maximum desired time period prior to a failure or disaster during which changes to data may be lost.

“Recovery Time Objective” or “RTO” means the maximum desired time period required to bring one or more applications and associated data back to a correct operational state.

“RFP” means Request for Proposal 28073-AW.

“Statement of Work” or “SOW” means an agreement executed by and between Contractor and an Agency.

“Services” means all actions, recommendations, plans, research, customizations, modifications, documentation, and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract and any applicable IA or SOW.

“State” means the State of Wisconsin.

“Subcontract” means any contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract and any IA or

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SOW. In the interest of clarity, services performed by affiliates of Contractor shall not be deemed to be “Subcontracts” under this Contract.

“Subcontractor” means a party to a Subcontract.

“Technology Plan” means a business and technical description of Contractor-supplied technologies.

“Technical Reference Model or TRM” means a component-driven, technical framework categorizing the standards and technologies to support and enable the delivery of services.

“Third Party Software” means software or documentation created by third parties (other than Contractor, or its Affiliates) and purchased by or licensed to Contractor.

“User” means any person or entity that is authorized or permitted by the State to use or access the Portal for Permitted Uses.

2. SCOPE OF CONTRACT

a) The Contractor shall provide eGovernment Services consistent with the terms, conditions and requirements contained in this Contract, Request for Proposal #28073-AW (the “RFP”) and Contractor’s Proposal. Contractor represents that all information provided by Contractor in connection with Contractor’s Proposal is true and accurate in all material respects to Contractor’s actual knowledge and belief.

The scope of services for this Contract shall be set forth in one or more Statements of Work pursuant to this Contract. The parties anticipate that the Contractor’s services shall include, at a minimum:

Project management of all eGovernment Services which are being delivered under this Contract

Delivery of Services through an identity access management infrastructure

Support services including 24/7/365 help desk and online support for users

Support and maintenance of the technologies used to create and manage the Portal including change management and incident communications as established in applicable Statements of Work

Maintenance of and upgrades to existing applications, and development of and integration with new applications for the Portal

Design, creation and continual improvement of the single-entry point for Wisconsin e- Government services and information that is easy to use and feature rich

Marketing and publicizing the Portal’s availability and services to Citizens and businesses to increase utilization of the services it offers

b) Participating State Agencies may procure from Contractor Expedited Services, for which payment will be made by the Participating State Agency on a transaction-based, time and materials, fixed fee or such other payment method as agreed to by the Participating State Agency and Contractor, subject to the approval of the eGovernment Business Management Team (EBMT) or Secretary of the Department of Administration or designee. Any Statement of Work for Expedited Services shall be clearly identified as such in writing.

3. GOVERNANCE

The Secretary of the Department of Administration or their designee, shall be the eGovernment services executive sponsor. The EBMT shall review, approve, and manage the project portfolio. The Division of Enterprise Technology shall review and approve all material issues relating to oversight of the EBMT, eGovernment services, Portal and the Contractor, pursuant to the terms and conditions of this Contract.

Such oversight will include, but not be limited to, approval on behalf of the State of implementation of all SOWs; Contractor Portal fees and State revenue sharing fees; technical solutions; and annual business plans, all pursuant to the terms and conditions of this Contract.

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4. PORTAL FEES

In consideration for the Contractor’s performance obligations under this Contract, an Authorized User shall pay the Contractor the fee(s) owed pursuant to the schedule of fees and charges as set forth on Exhibit E (Rate Sheet) attached to this Contract or as otherwise set forth in an SOW. Contractor will only be entitled to those fees owed for Contractor’s performance obligations and any additional products and services provided to the State in accordance with the scope of this Contract and per the associated SOW. The fees, and any associated discounts, will be applicable throughout the term of this Contract.

All Portal applications shall utilize the Enterprise Banking Services Contract for E-Payment Gateway, Merchant Processing, and Depository Services, unless otherwise agreed to by the Participating State Agency and Contractor as documented in a Statement of Work.

The State shall monitor the Payment Card Industry Data Security Standard (PCI DSS) certifications for the E-Payment Gateway and Merchant Processing service providers to ensure that they are PCI DSS certified at all times. The State shall notify the Contractor within 24-hours if 1) the E-Payment Gateway provider or the Merchant Processing service provider loses their PCI DSS certification; or 2) the State is notified by the provider that they have experienced a PCI DSS compliance issue. To the extent required by PCI DSS rules related to any services generating Contractor Portal Fees, the State shall remain PCI DSS compliant during the term of the Contract.

4.1. Portal e-Payment Gateway Application

Except as otherwise explicitly set forth in the applicable SOW, the State and Contractor shall jointly develop a standardized portal e-payment gateway application that will interact with the State’s E- Payment Provider under the Enterprise Banking Services Contract. This application shall be used as the base e-payment gateway application and will be configured as necessary for each new Portal application that requires a payment.

4.1.1. ePayment Contractor is permitted to provide payment processing and related services for Portal applications or for Participating State Agencies either directly or through its Affiliates (collectively, the “Payment Processing Services”). The Payment Processing Services (see Exhibit H) will be provided as an Electronic Service and in compliance with Payment Card Industry Data Security Standards (“PCI DSS”). If the Contractor’s Payment Services are utilized, Contractor shall annually provide a third party SOC2 or equivalent report. Contractor will be responsible for credit card merchant processing using Contractor’s merchant identification numbers (MID). Contractor may collect, transmit or store encrypted credit/debit card numbers, bank account numbers or other sensitive payment information to the extent necessary to provide Payment Processing Services. Additional detail concerning each Participating State Agency’s use of the Payment Services shall be set forth in each Statement of Work (see attached Exhibit G), including, but not limited to, flow of funds, responsibility to set up merchant accounts, process for chargebacks, refunds and returns, roles and responsibilities related to end user support, etc. Contractor’s fee for Payment Services shall also be set forth in each Statement of Work.

The Parties understand and agree that compliance with PCI DSS is a collaborative effort and each Party is responsible for the security of cardholder data in its possession. The Parties agree to maintain a list of which PCI DSS requirements are the responsibility of Participating State Agencies, and which requirements are the responsibility of Contractor to include in Contractor’s PCI DSS reviews. Upon request, a Party agrees to provide the other Party (in this case, also a requesting party) with written proof of its compliance with the PCI DSS. If Contractor is providing Payment Services Devices (as indicated in any Statement of Work), Participating State Agency shall be responsible for compliance with PCI DSS version 3.2 and any more current versions regarding the Payment Service Devices, including, but not limited to, the maintenance, inspection, and training obligations set forth in PCI DSS Requirement 9.9.

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If the State suffers unauthorized third party access to Personal Information (as defined by Wis. Stat.

§134.98) of individuals (which Personal Information must include the individual’s unencrypted Primary Account Number (PAN)) as a result of the failure of the Contractor’s Payment Processing Services, Contractor will engage a certified independent forensic investigator, at Contractor’s expense, to conduct a forensic investigation on its Payment Processing Services to identify the root cause of the data incident. If Contractor’s negligence is the root cause of the data incident, Contractor will reimburse the State (on a Statewide, not a per-MID basis) for any fines and assessments levied or collected by a payment network in connection with a data incident up to an aggregate amount not to exceed $350,000.00 per incident.

4.1.2. Information Transmission/Collection

Except as otherwise explicitly set forth in the applicable SOW, Contractor shall not collect, transmit or store credit/debit card numbers or bank account numbers. The credit/debit/ATM card and e-check payment pages shall reside at the Enterprise Banking Services provider.

4.1.3. Merchant Accounts

Except as otherwise explicitly set forth in the applicable SOW, for internal control reasons, the State shall continue to establish merchant accounts and bank accounts for the new Portal e-payment gateway applications in the names of the State Agencies.

4.2. ePayment and Transaction-Based Fees

The Total Payment Amount may consist of one or more of the following components as authorized by the State:

Statutory Fee - the fee required to be collected by the Agency as authorized by statute, rule or other authority.

Merchant Processing Fee – the amount as determined by the State Controller’s Office or as agreed to in a statement of work that utilizes payment processing per sec. 4.1.1 of this Contract to be added to the Statutory Fee to reimburse the State Agency for the merchant processing fees that are paid to the State’s merchant processor.

Initial Payment Amount – the combination of the Statutory Fee (if any) and the Merchant Processing Fee (if any). The Initial Payment Amount shall be referred to the e-payment gateway, where the Total Portal Fee (if any) shall be added.

Contractor Portal Fee – the fee that may be added to the Initial Payment Amount, which shall be remitted monthly to the Contractor pursuant to this Contract and the applicable SOW.

State Revenue Sharing Portal Fee – the fee that may be retained by the State pursuant to this Contract and the applicable SOW. The State and Contractor shall mutually agree on all additional State Revenue Sharing Portal Fee amounts not to exceed 3% of the total Contractor Portal Fee amount collected pursuant to a statement of work not being retained as of the effective date of this Contract. The State Revenue Sharing Portal Fees shall not be assessed on Contractor’s payment processing services performed under sec. 4.1.1 of this Contract.

On a quarterly basis the DOA Bureau of Financial Management will report the following to the EBMT and Secretary of the Department of Administration or designee:

All expenditures charged to this fund in the preceding quarter State Revenue Share Fund Balance

Total Portal Fee – the combination of the Contractor Portal Fee and the State Revenue Sharing Portal Fee.

A SOW, with the approval of the Secretary of the Department of Administration or their designee, may authorize the addition of a Contractor Portal fee and/or a State Revenue Sharing Portal Fee to the Initial Payment Amount that is presented to the payer on the e-payment gateway. If both fees are authorized

DocuSign Envelope ID: 34C546DD-39AB-4A20-97CE-513CD30C0357DocuSign Envelope ID: F543BDE8-BF67-4723-AD26-48BFD880864A by the applicable SOW, they shall be combined and included as a single Total Portal Fee which shall be added to the Initial Payment Amount.

4.3. Payment Terms and Invoicing

The Contractor Portal fees shall be paid to Contractor on a monthly basis when payment is requested by receipt from the Contractor of a Properly-submitted invoice. The Contractor shall invoice the State in accordance with the applicable SOW. Invoices shall be associated with specific Statements of Work and submitted to the agency responsible for payment.

All invoices shall include Contractor’s name and address and a detailed description of Services rendered. The State reserves the right to determine the format of, and level of detail included within, these invoices.

If the State fails to pay a Properly-submitted invoice within thirty (30) days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and shall be exempt from the prompt payment requirement for the disputed portion.

5. CONTRACT TERM

The Contract period shall be a three (3) year period from the Effective Date of this Contract with a unilateral right of the State to renew for up to two (2) years. Unless determined otherwise by a State agency, Statements of Work executed prior to the Effective Date of this Contract shall be deemed extended through the three (3) year period, subject to the terms and conditions of this Contract, and any subsequent renewal periods if executed.

6. PROVISION OF SERVICES

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

If the State notifies the Contractor that any part of the Services rendered in any way differ from the Contract, IA or SOW requirements for any reason other than as a result of the State’s default or negligence, the Contractor shall at its own expense re-schedule and perform the Services correctly within such reasonable time as the State specifies. This remedy shall be in addition to any other remedies available to the State by law or in equity.

7. PERFORMANCE

a) Contractor and the Department shall endeavor in good faith to negotiate with State Agencies to enter into IAs in a form agreed to by the State and Contractor for the purposes of establishing a contract vehicle, subject to the terms and conditions of this Contract, for such Agencies to receive revenue generating and non-revenue generating Services and Deliverables from Contractor.

b) Upon execution of an IA by and between Contractor, Department and any Agency, Contractor and such Agency shall work together to identify Services and Deliverables that the parties desire for Contractor to provide to such Agency or on behalf of such Agency and to negotiate and execute SOWs in a form agreed upon by the State and Contractor for the provision of such Services and Deliverables.

c) All Services provided under any IA or SOW will be subject to the terms and conditions of this Contract and subject to the approval of the Department.

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d) Services under this Contract, any IA or SOW, shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with the strictest quality standards mandated or recommended by all generally-recognized organizations establishing quality standards for work of the type to be performed thereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its Subcontractors perform the Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and State or Agency work rules.

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

8. AMERICAN SERVICES

Pursuant to s. 16.705(1r), Wis. Stats., services must be performed within the United States unless excepted.

9. CONTRACT ADMINISTRATION

The Contractor and the State shall have specific staff members assigned to act as contract administrators at all times. These representatives of the parties shall handle the day-to-day delivery of Services; shall be the first contact regarding any proposals, questions, and change orders; and shall ensure problems and conflicts are resolved fairly and promptly. The State Contract Administrator, Agency Contract Lead or their designated individual, when appropriate, shall approve payments to the Contractor under this contract and any applicable SOW. The State Contract Administrator shall have authority for all Contract-related functions.

10. WARRANTIES

a) Contractor warrants that qualified personnel shall provide Services in a professional manner.

Contractor shall not enter into any agreement with a third party that might abridge any rights of the State under this Contract. Contractor shall serve as the prime contractor under the awarded Contract. Should the State approve any Subcontractor(s), the Contractor shall be legally responsible for the performance and payment of the Subcontractor(s) or third-party contractors.

Names of any third-party contractors or Subcontractors of Contractor may appear for purposes of convenience in Contract documents; and shall not limit Contractor’s obligations hereunder. Third party Subcontractors, if approved, may serve as Subcontractors to Contractor. Contractor shall retain executive representation for functional and technical expertise as needed in order to incorporate any work by third party Subcontractor(s).

b) Intellectual Property. Contractor has the right to provide the Services and Deliverables without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party. Contractor represents that its Services and Deliverables are not the subject of any actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party.

c) Inherent Services. If any Services, Deliverables, functions, or responsibilities not specifically described in the awarded Contract, any IA or SOW, are required for Contractor’s proper performance, provision and delivery of the Services and Deliverables pursuant to this Contract, any IA or SOW, or are an inherent part of or necessary sub-task included within the Services or Deliverables, they shall be deemed to be implied by and included within the scope of the Contract, IA or SOW, to the same extent and in the same manner as if specifically described in the Contract, DocuSign Envelope ID: 34C546DD-39AB-4A20-97CE-513CD30C0357DocuSign Envelope ID: F543BDE8-BF67-4723-AD26-48BFD880864A

IA or SOW. Unless otherwise expressly provided in the Contract, IA or SOW, Contractor shall furnish all of its own necessary management, supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Contractor to provide and deliver the Services and Deliverables.

d) Contractor warrants that it has the financial capacity to perform and to continue to perform its obligations under this Contract; that Contractor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Contractor, NICUSA or any corporate parents, affiliates or subsidiaries that could materially adversely affect performance under this Contract; and that entering into this Contract is not prohibited by any contract, or order by any court of competent jurisdiction.

e) Warranty as to Equipment; Hardware. Contractor warrants that any equipment and hardware that it provides pursuant to this Contract shall be free from defects in materials, in good working order and be maintained in good working order.

f) The Contractor warrants from the date any software/hardware or associated change, upgrade and/or enhancement is installed that, for the term of this Contract, said software/hardware shall perform in accordance with the functional requirements set forth in the applicable SOW.

Contractor shall provide notice in writing to the Participating State Agency of the software/hardware or associated change, upgrade and/or enhancement as provided in the SOW.

g) The Contractor further warrants that the items furnished by the Contractor to the State shall perform as described by the Contractor’s Proposal.

h) Contractor warrants that, to the best of Contractor’s knowledge, the software associated with any Services or Deliverables do not contain any programming devices (e.g., viruses, key locks, back doors, trap doors, etc.) which would: (i) disrupt the use of the Service or Deliverable or any system, equipment or software to which the State’s networks are interfaced or connected; or (ii) destroy or damage data or make data inaccessible or delayed, except for file and purge routines necessary for the routine maintenance of the Service or Deliverable (collectively, “Disabling Code”).

Contractor will use reasonable practices and security procedures necessary to avoid insertion of Disabling Code in any Services or Deliverables provided to the State and, as the State’s sole remedy, shall remove any such Disabling Code so inserted, at Contractor’s cost and expense, provided, however, that if Services or Deliverables include any Third Party Software (as defined in

s. 12 (Ownership Rights) of this Contract) that contains Disabling Code, Contractor will make reasonable efforts to remove any such Disabling Code so inserted, at Contractor’s cost and expense.

i) Contractor shall assign all applicable third party warranties for Deliverables and Services to the State to the extent permissible in accordance with the terms and conditions of such third party warranties.

11. PATENT, COPYRIGHT, AND TRADE SECRET PROTECTION

a) To the extent that any Contractor Technology is contained in any of the Services or Deliverables or otherwise identified under any applicable SOW, including any derivative works, the Contractor hereby grants the State a royalty-free, fully paid, worldwide, perpetual, non-exclusive license to use, access and benefit from such Contractor Technology in connection with the Services or Deliverables for the State’s purposes, subject to the terms and conditions set forth in Section 12 (Ownership Rights) of this Contract.

b) Contractor shall not acquire any right, title and interest in or to the copyrights for goods, any and all software, technical information, specifications, drawings, records, documentation, data or derivative works thereof, or other work products provided by the State to Contractor. All data, technical information, materials gathered, originated, developed, prepared, used or obtained by the State and delivered to the Contractor in connection with this Contract, including, but not limited to, all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, software computer programs

DocuSign Envelope ID: 34C546DD-39AB-4A20-97CE-513CD30C0357DocuSign Envelope ID: F543BDE8-BF67-4723-AD26-48BFD880864A and accompanying documentation and print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion or format, shall be and remain the property of the State and shall be Contractor-certified destroyed with written approval by the State, and/or delivered to the State upon thirty (30) days’ notice by the State.

c) The Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the Services or Deliverables supplied by the Contractor, or the operation of such Services or Deliverables pursuant to a current version of Contractor-supplied software, infringes a patent, or copyright or violates a trade secret in the United States.

The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Contractor shall be notified within a reasonable time in writing by the State of any such claim; and, ii) That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense.

d) Should any Services or Deliverables supplied by Contractor, or the operation thereof become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement of a patent, copyright, or a trade secret in the United States, the State shall permit the Contractor, at its option and expense, either to procure at the Contractor’s sole expense for the State the right to continue using the Services or Deliverables, or to replace or modify the same to become non-infringing and continue to meet procurement specifications in all material respects. If neither of these options can reasonably be taken, or if the use of such Services or Deliverables by the State shall be prevented by legal action, the Contractor shall take back such Services or Deliverables, and refund any sums the State has paid Contractor and make every reasonable effort to assist the State in procuring substitute Services or Deliverables. If, in the sole opinion of the State, the return of such infringing Services or Deliverables makes the retention of other items of Services or Deliverables acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating this Contract, or applicable portions thereof, without penalty or termination charge.

The Contractor shall take back such Services or Deliverables and refund any sums the State has paid Contractor.

e) Contractor shall not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation results from the State’s alteration of any Contractor-branded product or Deliverable or Contractor Technology.

f) Nothing stated herein, however, shall affect Contractor's ownership in or rights to its preexisting intellectual property and proprietary rights.

12. OWNERSHIP RIGHTS

a) State of Wisconsin Software; License Rights; Grants.

(1) All software owned by the State or its licensors (“State Software”) as of the Effective Date and during the life of this Contract, shall be and shall remain the exclusive property of the State or its licensors, and Contractor shall acquire no rights or interests in the State Software or tools or that of its licensors by virtue of this Contract except as described in this section or in another provision set forth in this Contract. The Contractor shall not use any State Software, tools or software or tools of its licensors for any purpose other than for completion of work to be performed under this Contract. In the use of State Software, tools or software or tools of its licensors, Contractor will be bound by the confidentiality provisions of this Contract.

(2) Non-Exclusive, License Grant and Restrictions. During the term of this Contract, the State grants to Contractor for the limited purpose of providing the Services and Deliverables covered under this Contract, a limited, nonexclusive, nontransferable, royalty-free right (subject to the terms of any third party agreement to which the State is a party) to do the following:

(i) Obtain access to and use of the State Software in accordance with the terms of this Contract.

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(ii) Reproduce the State Software for archival purposes or for other purposes expressly provided for under this Contract.

(iii) Modify the State Software consistent with the terms and conditions of this Contract provided that Contractor agrees to assign to the State, its rights, if any, in any derivative works resulting from Contractor’s modification of the State Software. Contractor agrees to execute any documents required to evidence this assignment and to waive any moral rights and rights of attribution provided for in Section 106A of Title 17 of the United States Code, the Copyright Act of 1976.

(iv) Allow the Contractor’s subcontractors approved by the State to obtain access to the State Software for the purposes of complying with the terms and conditions of this Contract;

provided, however, that neither Contractor nor any of its subcontractors may decompile or reverse engineer, or attempt to decompile or reverse engineer, any of the State Software. State hereby represents that it has the authority to provide the license grant and rights set forth in this section.

(v) To the extent that Contractor uses State Software, tools or software or tools of its licensor, Contractor agrees to protect the confidentiality of these works and maintain these proprietary works with the strictest confidence.

(3) Impact of Third-Party Agreements. Subject to the terms of any third party agreement to which the State is a party, the State shall, at no cost to Contractor, provide Contractor with access to the State Software in the form in use by State, Contractor, as part of the Services and Deliverables…