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435400-P15-eHealth-PCG-01

CONTRACT FOR SERVICES PERFORMED

BY AND BETWEEN

STATE OF WISCONSIN/

THE DEPARTMENT OF HEALTH SERVICES

AND

PUBLIC CONSULTING GROUP, INC.

FOR

THE WISCONSIN eHEALTH PROGRAM

This Contract (“Contract”), effective as of January 1, 2015, is made and entered into by and between the Department of Health Services (DHS) (“the Department”), State of Wisconsin (“the State”) and Public Consulting Group, Inc. (“the Contractor”).

WHEREAS, the Department issued Request for Proposals (“RFP”) S-0190 DHCAA-14 soliciting bids/proposals to establish a set of Contracts as a purchasing vehicle for Authorized Users to 1) procure Health Information Technology (HIT) Services Suppliers’ Contracted Personnel for HIT-related projects at set Ceiling Bill Rates for specific job titles and levels, 2) establish a single uniform Rate Card with Ceiling Bill Rates for the job titles and levels, and 3) award the Department of Health Services’ Medicaid EHR Incentive Program Administration scope of work in Section 5.2 of the RFP to the Contractor with the highest total score on its Material and Cost proposals.

WHEREAS, the Contractor responded to said solicitation, and the Department has elected to enter into an arrangement whereby Contractor will provide services in accordance with the RFP and any applicable Statements of Work assigned to Contractor as a result of the RFP or through a subsequent Request for Services (“RFS”) under this Contract.

NOW, THEREFORE, in consideration of the mutual responsibilities and agreements set forth herein and in any Exhibits attached hereto and incorporated herein by reference, the Department and the Contractor agree as follows:

1. DEFINITIONS

Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, 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.

“Acceptance” shall mean the approval process described in Section 7, Approval of Deliverables.

“Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any State law, which is entitled to expend moneys appropriated by State law, including the State legislature and the State courts.

“Authorized User” means the Department, any State Agency, University of Wisconsin campus, or other State public body authorized to use statewide contracts, including federally recognized Indian tribes and bands in this State, as established in §§ 16.70 (1b), (2), (4) and (8), 16.73 and 66.0301 of the Wisconsin Statues and § PRO-D-30 of the State Procurement Manual.

“Bill Rate(s)” means the hourly rate an Authorized User is charged for Contracted Personnel time worked.

“Business Day” means any day on which the Contracting Agency is open for business, generally Monday through Friday unless otherwise specified in this Contract.

“Confidential Information” shall mean the term as defined in Section 14, Confidential, Proprietary, and Personally Identifiable Information. Confidential Information may include, but is not limited to: (i) non-public Personally Identifiable Information (excluding Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996) covered by a Business Associate Agreement (as such term is defined in Section 14.d hereof) entered into by an Authorized User and Contractor in connection with an Engagement (as such term is defined below) ; (ii) non-public information related to the State’s, Contractor’s, or Authorized User’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all non-public information or materials derived therefrom or based thereon; (iii) information expressly designated as confidential in writing by the disclosing party; or (iv) non-public individually identifiable health information that is not covered by the Health Insurance Portability and Accountability Act of 1996 pursuant to a Business Associate Agreement entered into by an Authorized User and the Contractor in connection with an Engagement.

“Contractor” means an individual, business, or agency that enters into a written contractual agreement to provide Services and Deliverables to the State or Authorized Users executing Engagement Letters and SOWs. A Contractor may be a service provider, a supplier of products, a manufacturer, or a consultant.

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

“Contractor Technology” means all works of authorship, materials, information, and other intellectual property created prior to or independently of the performance of the Services, or created by Contractor or its Subcontractors as a tool for their use in performing the Services, plus any modifications or enhancements thereto and derivative works based thereon.

“Contracting Agency” means the State Agency entering into this Contract on behalf of the State.

“Day” means calendar day unless otherwise specified in this Contract.

“DHS Premises” means any and all physical locations through which the Department conducts business or renders services to its clients including, but not limited to, 1 West Wilson, Madison, Wisconsin, and all institutions affiliated with and under the control of the Department.

“Default” means the omission or failure to materially perform a contractual duty or materially provide Services or Deliverables as contractually required.

“Engagement” means the provision of Services to and completion of Deliverables for an Authorized User upon the assignment of Contracted Personnel for specific work and Deliverables under an Engagement Letter and SOW pursuant to the Request for Proposals (“RFP”) S-0190 DHCAA-14, Section

5.2 or a subsequent Request for Services issued under this Contract.

“Engagement Letter” means the document executed between an Authorized User and the Contractor to assign a specific scope of work from the RFP or a subsequent RFS to the Contractor under this Contract.

The Engagement Letter includes a Statement of Work (SOW). The template for the Engagement Letter is provided in Exhibit B of this Contract.

“Deliverables” means any works of authorship, materials, information, and other intellectual property the Contractor or its Subcontractors create for delivery to the Authorized User as a result of Services as specified in the Engagement Letter and associated Statement of Work.

“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 that 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 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; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law. For the purposes of this Contract, Personally Identifiable Information shall not include Protected Health Information as such term is defined by the Health Insurance Portability and Accountability Act of 1996.

“Municipality” includes a county, city, village, town, school district, federally recognized Indian tribe, school board of directors, sewer district, drainage district, vocational, technical, and adult education district or other public or Quasi-public Corporation, board, or other body having authority to award public contracts within the State.

“Parties” collectively refers to the Contractor and the Department and/or Authorized User, as applicable.

“Rate Card” means the document displaying the not-to-exceed ceiling Bill Rates established in the Contract.

“Request for Services (RFS)” means the document that includes the job title, job duties, skill sets, qualifications, deliverables, and overall specifications used to request and identify suitable candidates to fulfill an Authorized User’s service need. Request for Services is also used when referring to the entire end-to-end process conducted by the Authorized User to procure and hire Contracted Personnel under this Contract.

“State Purchase Order” means the State’s standard document of purchase.

“Services” means all services provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish as described pursuant to a respective Engagement Letter and SOW.

“State” means the State of Wisconsin.

“Statement of Work (SOW)” means a formal document that captures and defines the work activities, services, Deliverables, and timeline the Contractor must execute in performance of specified work for the Authorized User. The SOW is included with the executed Engagement Letter and is updated from time to time upon the mutual agreement of the Authorized User’s representative and the Contractor.

“Subcontract” means a contract between the Contractor and Subcontractor to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a contract with the Contractor for the purpose of providing Services to or completing Deliverables for an Authorized User under an Engagement Letter and

SOW.

2. SCOPE OF THIS CONTRACT. This Contract states the terms and conditions under which the Contractor will provide Services as detailed in RFP S-0190 DHCAA-14, Section 5.2 and subsequent Requests for Services (RFS) made by any Authorized Users under this Contract; in Engagement Letters and Statements of Work; and in Contractor’s RFP response.

3. CONTRACT PERIOD AND COST.

a. Term. The initial term of this Contract shall be from January 1, 2015 through December 31, 2017. This Contract is eligible to be renewed for four (4) additional one (1) year periods if mutually agreed upon by both the State and the Contractor. Both the initial and any potential subsequent renewal funding for Engagements executed between Authorized Users and the Contractor under this Contract will be based on the availability of funding from federal, state, and/or local sources, as applicable.

b. HIT Services Supplier Rate Card with Ceiling Bill Rates.

i. The Rate Card with ceiling bill rates can be found in Exhibit A. The Contractor shall use this Rate Card for all work done under this Contract. Pricing shall remain firm as specified in this Contract. Pricing adjustments (inflationary or otherwise) not specified in the Cost Proposal shall not be presumed during the Contract period.

ii. The Contractor shall respond to any Request for Services under this Contract with bill rates at or below the ceiling bill rate listed on the Rate Card. There shall be no special or additional charges or surcharges applied to the ceiling bill rates provided in the Rate Card.

4. DESCRIPTION OF CONTRACTOR WORK / SERVICES. The Contractor will provide

Services and Deliverables in accordance with this Contract, RFP S-0190 DHCAA-14, the Contractor’s Technical Proposal, subsequent Requests for Services made by any Authorized Users under this Contract, and associated Engagement Letters/Statements of Work (SOW). For each Engagement awarded to the Contractor either through RFP S-0190 DHCAA-14 or a subsequent RFS, the Contractor and the Authorized User shall complete and sign an Engagement Letter (Exhibit B) and attach a SOW which will serve as the contractual instrument for the Engagement.

5. REQUEST FOR SERVICES (RFS) PROCESS: Authorized Users of this Contract that need HIT Services Supplier Contract Personnel for an Engagement shall complete an RFS form for either individual Contracted Personnel or a team. The following information shall be included in the

Request so the Contractor can propose a suitable individual or team to fulfill the Authorized User’s service need: the job title, job duties, skill sets, qualifications, deliverables, and overall specifications.

The Authorized User shall email the RFS to each of the HIT Service Supplier Contractors that have entered into this Contract with the Department and include a due date and time for responses. If the Contractor chooses to respond to the Request, the Contractor shall propose a Contractor Personnel candidate or team, including resumes, and provide a resource estimate with proposed rates for each individual using the Rate Card in Exhibit A. Proposed rates shall not exceed the ceiling rates specified in the Rate Card. The Authorized User shall select the individual or team of Contracted Personnel proposed that is the best fit for the scope of work and has a resource estimate that is the best value.

6. AUTHORIZED USERS’ RESPONSIBLITIES.

Authorized Users shall cooperate with the Contractor hereunder, including, without limitation, (i) providing the Contractor with a reasonable workspace, and timely access to data, information, and personnel of the Authorized User; (ii) providing experienced and qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Services and allow the Contractor and the Authorized User to work productively; and (iv) promptly notifying the Contractor of any issues, concerns, or disputes with respect to the Services. The Authorized User shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of data and information provided to the Contractor for purposes of the performance of the Services. The Authorized User acknowledges and agrees the Contractor’s performance is dependent upon the timely and effective satisfaction of the Authorized User’s responsibilities hereunder and timely decisions and approvals of the Authorized User in connection with the Services.

The Contractor shall be entitled to rely on all decisions and approvals of the Authorized User’s Program Manager or designee, provided the Authorized User’s Program Manger notifies the Contractor by email or other written Notice that such Authorized User’s Program Manager has delegated authority to such designee. The Authorized User shall be solely responsible for, among other things: (i) making all management decisions and performing all management functions; (ii) designating a competent manager to oversee the Services; (iii) evaluating the adequacy and results of the Services; and (iv) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.

7. APPROVAL OF DELIVERABLES.

a. All Deliverables prepared by the Contractor for an Authorized User shall have the written approval of the Authorized User’s project director/program manager or his or her written designee that such Deliverables comply in all material respects with the requirements of the respective Engagement Letter and SOW, which approval shall not be unreasonably withheld.

b. An Authorized User shall complete its review of a Deliverable in not more than the number of business days that is specified in the respective Engagement Letter or SOW for the Authorized User’s review of such Deliverable. If not specifically identified in the Engagement Letter or SOW, then the number of business days for any Authorized User review of a Deliverable shall be no more than ten (10) business days. The Authorized User shall provide the Contractor (i) with approval of the Deliverable or (ii) with a written statement, as provided below, of the deficiencies preventing approval. Such business days shall be counted from and include the first business day following the delivery of the Deliverable to the Authorized User.

c. The Authorized User’s review and approval of Deliverables shall be solely for the purpose of determining compliance in all material respects with the applicable specifications and acceptance criteria set forth in the respective Engagement Letter and SOW and not for any other purpose, including, without limitation, format or style of the Deliverables or the incorporation at that time of additional ideas or functionality. Approval shall be granted if the Deliverable conforms in all material respects to the applicable specifications and acceptance criteria set forth in the Engagement Letter and SOW. In the event of the Authorized User’s rejection of a Deliverable, the Authorized User shall provide a complete and written statement which identifies in reasonable detail, with references to the applicable specifications or acceptance criteria in the Engagement Letter and SOW, all deficiencies.

d. The Contractor shall have thirty (30) business days to complete all such corrective actions or changes in order for such Deliverable to conform in all material respects with the requirements therefor set forth in the Engagement Letter and SOW. The count of such business days shall begin on the first business day following the Contractor’s receipt of the written statement of required corrective actions or changes as set forth in subparagraph b. of this Section.

e. The Authorized User shall have ten (10) business days to complete a review of the corrective actions or changes made to the Deliverable in response to the Authorized User’s written statement of deficiencies as set forth in subparagraph b. of this Section and notify the Contractor in writing of acceptance or rejection. The count of such days shall begin on the first business day after the Authorized User receives the corrected or changed Deliverable from the Contractor. The Authorized User’s review and approval of such corrected or changed Deliverable shall be solely for the purpose of determining that corrections have been made to bring the Deliverables into compliance in all material respects with the specifications and acceptance criteria set forth in the respective Engagement Letter and SOW and not for any other purpose, including, without limitation, for format, style or the incorporation of additional ideas or functionality.

f. The Authorized User and the Contractor may mutually agree to extend the period of time allotted for any review, correction, or change under this Section. Any such extension of time shall extend the schedule for subsequent Deliverables by a corresponding amount.

g. Notwithstanding the provisions of subparagraphs a. through f. of this Section, approval of a Deliverable shall be deemed given by the Authorized User if the Authorized User has not delivered to the Contractor a notice of deficiencies in writing for such Deliverable prior to the expiration of any period for the Authorized User’s review thereof as set forth in this Section, or if the Authorized User uses the Deliverable in production. Notwithstanding the foregoing provisions of this Section, approval of corrective actions or changes with respect to a Deliverable shall be deemed given by the Authorized User if the Authorized User has not rejected in writing, in accordance with this Section, such corrective actions or changes with respect to such Deliverables prior to the expiration of any period for the Authorized User’s review thereof as set forth in this Section.

h. To the extent that any Deliverables have been approved by the Authorized User at any stage of the Contractor’s performance under the respective Engagement, the Contractor shall be entitled to rely on such approval for purposes of all subsequent stages of the Contractor’s performance under the respective Engagement. Upon the Authorized User’s approval of each Deliverable, the Authorized User agrees that, in the event of a contradiction between the Engagement Letter and SOW and the approved Deliverable, the contradiction shall be resolved by the approved Deliverable controlling.

i. If the Contractor is unable to correct any deficiency in a Deliverable within the period of time set forth above, the Authorized User shall be entitled, at its option, to a refund or credit of professional fees paid to the Contractor under the respective Engagement with respect to the Services giving rise to the claimed deficiency and this shall be the Authorized User’s sole and exclusive remedy, and the Contractor’s sole and exclusive obligation, with respect to any claim that the Deliverables do not conform to the terms of the Engagement.

8. INVOICING AND PAYMENTS. The Contractor shall provide invoices to each Authorized User on a monthly basis or other schedule agreed upon by the parties in the applicable Engagement Letter and SOW and shall include the cost status reports for any and all Services provided during that period.

a. The invoice and payment schedule will be mutually agreed upon by the Contractor and each

Authorized User and included in the respective Engagement Letter.

b. The Contractor acknowledges and agrees it is entitled to compensation only for Services and expenses as set forth in the applicable Engagement Letter.

c. Authorized User acknowledges that temporary living reimbursements to Contractor’s personnel who are considered to be away from home per the IRS when they are working for the Authorized User may be deemed compensatory under federal, state, and local tax laws if such personnel’s assignment in a particular location will exceed or has exceeded one year. The parties shall cooperate in good faith to limit the duration of a person’s assignment in a particular location to less than one year.

9. PROMPT PAYMENT. The Authorized User shall pay properly submitted Contractor invoices within 30 days of receipt, providing that the Services to be provided to the Authorized User have been delivered and rendered as specified in the applicable Engagement Letter and SOW.

a. A properly submitted invoice is defined as one that is submitted in accordance with instructions contained on the Authorized User’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

b. If the Authorized User fails to pay a properly submitted invoice within 30 days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. If the Authorized User 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 it shall provide written notice of the good faith dispute to Contractor, describing in reasonable detail the basis of such dispute, within thirty (30) days of the Authorized User’s receipt of the applicable invoice.

c. Without limiting its rights and remedies, the Contractor shall have the right to halt or terminate Services entirely if payment for any undisputed portion of an invoice is not received within thirty

(30) days of an Authorized User’s receipt of an invoice, and such failure to pay by Authorized User remains uncured ten (10) days after the Authorized User’s receipt of written Notice thereof from the Contractor, and Contractor shall have the right to halt the Services or immediately terminate the Services entirely for convenience if payment for the disputed portion of an invoice is not received with sixty (60) days of an Authorized User’s receipt of an invoice and the total outstanding amount under the applicable Engagement exceeds a hundred thousand dollars ($100,000), and such failure to pay by Authorized User remains uncured ten (10) days after the Authorized User’s receipt of written Notice thereof from the Contractor.

10. APPLICABLE LAW AND COMPLIANCE. This Contract shall be governed by the laws of the State of Wisconsin (without giving effect to the choice of law principles thereof) and as specified in Section 15.0 of the State of Wisconsin Standard Terms and Conditions (DOA-3054), Exhibit C.

a. Any actions arising under this Contract shall be venued in the Circuit Court of Dane County, Wisconsin or in the federal court in the Western District of Wisconsin.

b. Whistleblower Protection. All employees working for contractors, grantees, subcontractors, and sub-grantees on federal grants and contracts are covered under Federal Statute, 41 U.S.C. 4712.

Then National Defense Authorization Act (NDAA) for Fiscal Year 2013 (pub.L.112-239, enacted January 2, 2013) mandates a pilot program entitled, “Pilot Program for Enhancement of Contractor Employee Whistleblower Protections.” This program requires all grantees, their sub-grantees, and subcontractors to:

i. Inform their employees working on any federal award they are subject to the whistleblower rights and remedies of the pilot program;

ii. Inform their employees providing the Services hereunder in writing of employee whistleblower protections under 41 U.S.C 4712 in the predominant native language of the workforce; and

iii. Contractors and grantees will include such requirements in any agreement/contract made with a subcontractor or grantee.

Employees of a contractor, subcontractor, grantee, or sub grantee may not be discharged, demoted, or otherwise discriminated against as reprisal for “whistleblowing.” In addition, whistleblower protections cannot be waived by any contract, policy, form or condition of employment.

The “Pilot Program for Enhancement of Contract or Employee Whistleblower Protections” is in effect for all grant contracts, sub-grants, and subcontracts through January 1, 2017.

11. CONTRACT/ENGAGEMENT TERMINATION, CANCELLATION, AND REVISIONS.

a. The Contractor and, as applicable, the Department or Authorized Users shall agree to negotiate in good faith a change order to this Contract and any Engagement Letters or any part thereof in such material change of circumstances as:

i. Increased or decreased need for Services.

ii. Changes required by state and federal law or regulations, or court action.

iii. Reduction in the monies available that affect the substance of any Engagement Letters under this Contract.

b. Non-Appropriation. An Authorized User may terminate its Engagement Letter and SOW in whole or in part, without penalty, if the Wisconsin legislature, United States Congress, or any other direct funding entity contributing to the financial support of the Engagement fails to appropriate sufficient funds to carry out the respective Engagement. In the event of a partial termination, the parties shall discuss the impact on the scope of Services given the remaining available funds and in good faith attempt to renegotiate the terms of the Engagement as necessary. Should such renegotiation fail or either party determine that the core functions of the Engagement will not be able to be performed with the remaining available funds, either party or that party, respectively, may provide thirty (30) days’ Notice, or a shorter time as mutually agreed, that it will terminate the Engagement for convenience. Unless otherwise specified in such Notice, upon receipt of the Notice, the Contractor shall then wind down its work on the Engagement as soon as reasonably practicable.

i. If an Authorized User terminates under this paragraph b of Section 11, the Authorized User shall pay the Contractor in accordance with paragraph g.i of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

ii. Notwithstanding such Notice of termination by the Contractor, the Contractor shall continue to perform services, on a time and materials basis, until the Authorized User or a successor is prepared to assume performance of the Services, for a period not to exceed six

(6) months.

c. Contract Termination for Convenience. The Department or the Contractor may terminate this Contract for convenience for any reason by providing a written Notice to the other party at least thirty (30) days in advance of the intended termination date. Upon receiving or delivering the Notice, unless otherwise specified in such Notice, the Contractor shall wind down its work on all Engagements in progress that were commenced through an Engagement Letter under this Contract as soon as reasonably practicable.

i. If the Department terminates under this paragraph c. of Section 11, Authorized Users with

Engagements in progress may cancel their Engagement Letters under this Contract and pay the Contractor in accordance with paragraph g.i of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

ii. If the Contractor terminates under this paragraph c of Section 11, Authorized Users with Engagements in progress may cancel their Engagement Letters under this Contract and Authorized Users shall pay the Contractor in accordance with paragraph g.ii of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

d. Engagement Termination for Convenience. An Authorized User or Contractor may terminate an Engagement for convenience for any reason by providing a written Notice to the other party at least thirty (30) days in advance of the intended termination date. Upon receiving or delivering the Notice, unless otherwise specified in such Notice, the Contractor shall wind down its work on the Engagement in progress as soon as reasonably practicable.

i. If an Authorized User terminates under this paragraph d of Section 11, the Authorized User shall pay the Contractor in accordance with paragraph g.i of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

ii. If the Contractor terminates under this paragraph d of Section 11, the Authorized User shall pay the Contractor in accordance with paragraph g.ii of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

e. Termination by Department or Authorized User. The Department reserves the right to terminate this Contract, and an Authorized User reserves the right to terminate an Engagement commenced through an Engagement Letter under this Contract, without penalty, if the Contractor:

i. Fails to materially perform any obligation required under the Contract or an Engagement

Letter and SOW and fails to cure such failure within thirty (30) days of the Contractor’s receipt of written Notice specifying such failure from the Department or Authorized User;

provided, however, for a failure that cannot reasonably be cured within thirty (30) days, the Department or Authorized User cannot terminate the Contract or Engagement respectively at the end of the thirty (30)-day period unless the Department or Authorized User reasonably determines the Contractor has failed to take good faith actions during the Notice period to remedy the failure. In such event, the Department or Authorized User will set a new cure period that will run from the end of this thirty (30)-day Notice period;

ii. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity;

iii. Makes an assignment for the benefit of creditors;

iv. Fails to follow the sales and use tax certification requirements of s. 77.66, Wisconsin Statutes;

v. Incurs a delinquent Wisconsin tax liability that Contractor does not dispute and Contractor fails to cure such tax liability within thirty (30) days of the Contractor’s receipt of such written Notice;

vi. Fails to submit a non-discrimination or affirmative action plan as required herein, provided that the Department or the Authorized User shall give Contractor written Notice specifying Contractor’s failure, and Contractor fails to cure such failure with thirty (30) days of the Contractor’s receipt of such written Notice;

vii. Fails to follow the non-discrimination or affirmative action requirements of Chapter 111, subch. II, Wisconsin Statutes (Wisconsin’s Fair Employment Law) provided that the Department or the Authorized User shall give Contractor written Notice specifying Contractor’s failure and Contractor fails to cure such failure within thirty (30) days of the Contractor’s receipt of such Notice;

viii. Becomes a state or federally debarred contractor;

ix. Is excluded from federal contracts by the state or federal government;

x. Fails to maintain and keep in force all required insurance, permits and licenses provided that Authorized User shall give Contractor written Notice specifying Contractor’s failure and Contractor fails to cure such failure within thirty (30) days of the Contractor’s receipt of such Notice;

xi. Fails to maintain the confidentiality of an Authorized User’s information that is considered a material breach of its obligations with respect to Confidential Information hereunder, and fails to cure any such failure or breach within the time period reasonably specified (which shall be at least fifteen (15) days) by the Department or Authorized User in a written Notice to the Contractor that specifies such failure or breach; or

xii. If at any time during the term of this Contract, the Contractor’s performance threatens the health or safety of a State or local government employee, citizen, or customer and the

Contractor fails to eliminate such threat within the time period reasonably specified (which shall be at least fifteen (15) days) in written Notice from the Department or Authorized User that specifies such threat(s).

In the event of any termination of this Contract, this Contract shall continue to apply to all Engagements that are in existence at the effective date of such termination unless the Authorized User terminates those Engagements and the terms of the Contract will continue to survive for Engagements not individually terminated in which the Services have not been completed. If any Engagement is terminated pursuant to this Contract, this Contract shall continue to apply to all Engagements that have not been terminated.

If an Authorized User notifies the Contractor it will terminate an Engagement commenced through an Engagement Letter under this Contract under this paragraph e of Section 11, the Contractor shall wind down its work on the Engagement in progress as soon as reasonably practicable. The Authorized User shall pay the Contractor in accordance with paragraph g.iii of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

f. The Contractor may terminate this Contract or an Engagement commenced through an

Engagement Letter under this Contract for the Department’s or the Authorized User’s failure to perform under the terms of this Contract or the Engagement Letter after providing thirty (30) days written Notice of the Department’s or Authorized User’s right to cure such failure. For a breach that cannot reasonably be cured within thirty (30) days, the Contractor cannot terminate at the end of the Notice period if the Contractor determines the Department or Authorized User was taking good faith actions during the Notice period to remedy the breach. In such event, the Contractor will set a new cure period that will run from the end of this thirty (30)-day Notice period. If the Contractor terminates under this Section 11.f, the Authorized User shall pay the contractor in accordance with paragraph g.iv of Section 11 and shall be entitled to any refund due in accordance with paragraph g.v of Section 11.

g. Payments and Refunds Upon Termination or Cancellation.

i. In the event the Department terminates the Contract for convenience or an Authorized User terminates an Engagement for convenience or non-appropriation reasons, the Contractor shall be entitled to receive compensation for any payments owed by an Authorized User for completed Services the Authorized User has received for an Engagement. With respect to Services for which performance had commenced but Services were partially completed for Engagements under this Contract, the Authorized User shall compensate the Contractor an amount calculated by multiplying the labor hours for such Services prior to the effective date of termination times the then-current applicable Contractor hourly rates for the applicable positions; provided, however, that the total amount shall not exceed the total price the parties agreed upon in writing that would be payable by the Authorized User for the applicable Services, if completed, multiplied by a percentage equal to the percentage of work completed for such Services as of the effective date of termination. Any Deliverables that have not been completed but are delivered upon termination shall be delivered to the Authorized User “AS IS,” with no representations, warranties, or other obligations of any kind.

ii. In the event the Contractor terminates the Contract and/or any Engagements for convenience, the Contractor shall be entitled to receive compensation for any payments owed by an Authorized User for Services provided to the Authorized User prior to the Engagement termination. Any Deliverables that have not been completed but are delivered upon termination shall be delivered to the Authorized User “AS IS,” with no representations, warranties, or other obligations of any kind.

iii. In the event the Department terminates the Contract or an Authorized User terminates an

Engagement for cause due to Contractor breach, the Contractor shall be entitled to receive compensation for any payments owed by an Authorized User for Services provided to the Authorized User prior to the Engagement termination. Any Deliverables that have not been completed but are delivered upon termination shall be delivered to the Authorized User “AS IS,” with no representations, warranties, or other obligations of any kind. Notwithstanding the foregoing, the Authorized User shall be entitled to all contractual and legal remedies applicable in such case.

iv. In the event the Contractor terminates the Contract and/or Engagements for cause due to a breach by the Department or an Authorized User, the Contractor shall be entitled to receive compensation for any payments owed by an Authorized User for completed Services the Authorized User has received for Engagements under this Contract. With respect to Services for which performance had commenced for but Services were partially completed for Engagements under this Contract, the Authorized User shall compensate the Contractor an amount calculated by multiplying the labor hours for such Services prior to the effective date of termination times the then-current applicable Contractor hourly rates for the applicable positions; provided, however, that the total amount shall not exceed the total price the parties agreed upon in writing that would be payable by the Authorized User for the applicable Services, if completed, multiplied by a percentage equal to the percentage of work completed for such Services of the effective date of termination. Any Deliverables that have not been completed but are delivered upon termination shall be delivered to the Authorized User “AS IS,” with no representations, warranties, or other obligations of any kind.

v. In the event an Engagement is terminated for any reason, the Authorized User shall be entitled to a pro-rata refund for Services paid for but not received or implemented, and the Contractor shall pay such refund within 30 days of receiving written Notice from the Authorized User requesting the refund. This refund provision does not apply to amounts paid by the Authorized User under paragraph g.i and g.iv of Section 11.

vi. Upon termination of this Contract for any reason, or upon contract expiration, each party shall be released from all obligations to the other arising after the date of termination or expiration, except those that by their terms survive such termination or expiration.

h. Contract Revisions. Revision of this Contract or any Engagement Letters must be made by mutual agreement. The revision will be effective only when the Department or Authorized User in the case of an Engagement Letter attaches an addendum or amendment to this Contract or respective Engagement Letter which is signed by the authorized representatives of both parties, except in circumstances where an increase in funds is provided by the Purchaser for the same purpose as originally agreed upon, the Engagement Letter may be amended by a unilateral amendment. The SOW included with an Engagement Letter will be a dynamic project document and will be revised and updated by mutual agreement of the Authorized User’s and Contractor’s project or program management leads or designees.

i. The Contractor must notify an Authorized User if it is unable to provide the required quality or quantity of services specified. Prior to an Authorized User initiating a termination of the

Engagement, the Authorized User will negotiate in good faith in an attempt to agree with Contractor to a change order to any Engagement Letters or any part thereof.

12. SUBCONTRACTING.

a. Upon written approval of the Authorized User, the Contractor may use subcontractors to complete the scope of work under RFP S-0190 DHCAA-14, Section 5.2 and specific Engagements resulting from subsequent Requests for Services made by Authorized Users under this Contract. When the Contractor enters into a sub-contractual relationship, the Authorized User reserves the right to approve the subcontractor(s) selected.

b. Approval of the processes used by the Contractor to select a subcontractor and of the subcontractor(s) chosen by the Contractor will not be unreasonably withheld, nor will the Authorized User invoke its approval right in order to reject procedures or subcontractors on unlawful grounds.

c. The Contractor retains responsibility for fulfillment of all terms and conditions of this Contract and any applicable Engagement Letters/SOWs when it enters into sub-contractual agreements.

The Contractor continues to be subject to the enforcement of all terms and conditions of this Contract and the Engagement Letters, even when issues of noncompliance are attributable to the Contractor’s subcontractor rather than the Contractor.

d. Except as otherwise provided herein, the Contractor is not permitted to subcontract this Contract.

Only the vendor awarded a Contract under RFP S-0190 DHCAA-14 may respond to RFS’s for future HIT projects requiring HIT Contracted Personnel as stated in Section 1.4.3.2 of RFP S-

0190 DHCAA-14.

13. PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. The Authorized User may offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State.

14. CONFIDENTIAL, PROPRIETARY, AND PERSONALLY IDENTIFIABLE INFORMATION.

a. In connection with the performance of work hereunder, it may be necessary for the Authorized User or Contractor to disclose to one another certain information that is considered to be confidential, proprietary, or containing non-public Personally Identifiable Information (“Confidential Information”). Both the Authorized User and the Contractor shall not use such Confidential Information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations herein.

Except as otherwise agreed in Section14.g, each party shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, personnel, and agents who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of Engagements under this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

b. Contractor and the Authorized User shall each institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically.

c. Contractor and the Authorized User shall each endeavor to include all indications of confidentiality contained on or included in any item of Confidential Information on any reproduction, modification, or translation of such Confidential Information by the other. If requested by the other, Contractor and the Authorized User shall each make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the other, as directed.

d. The Contractor shall comply with the federal regulations implementing the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to the extent those regulations apply to the Contractor and the Services the Contractor provides under this Contract for a particular scope of work that the Contracted Personnel may be engaged in under an Authorized User’s Engagement Letter and SOW. The Contractor may be required to execute a Business Associate Agreement (BAA), and the parties will mutually agree upon the terms of such BAA. For the Engagement awarded under RFP S-0190 DHCAA-14, Section 5.2, the awarded Contractor shall negotiate and execute a BAA with the Authorized User.

e. Credit Monitoring and Notification Responsibilities: If the unauthorized disclosure of Personally Identifiable Information results from a breach by Contractor of the terms of this Section 14.a-c or g, Contractor shall reimburse the Authorized User for its reasonable and direct out-of-pocket costs of (i) its notification of affected individuals who are required by law to receive such notification;

and (ii) credit monitoring (including identity theft insurance for affected individuals) for no more than a period of one year from the date an individual enrolls in credit monitoring if such Personally Identifiable Information includes information that makes identity theft possible.

f. Equitable Relief: The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State or Authorized User, which injury will not be compensable by money damages and for which there is not an adequate remedy available by law.

Accordingly, the parties specifically agree that the State or Authorized User, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

g. To the extent that, in connection with any Engagement under this Contract, either party (each, the

“receiving party”) comes into possession of any trade secrets or other proprietary or Confidential Information of the other (the “disclosing party”), it will not disclose such information to any third party without the disclosing party’s consent. The disclosing party hereby consents to the receiving party disclosing such information (i) to contractors, providing administrative, infrastructure and other support services to the receiving party but only to the extent necessary to provide these services, and subcontractors providing services in connection with this engagement, in each case, whether located within or outside of the United States, provided that such contractors and subcontractors have agreed to be bound by confidentiality obligations similar to those in this paragraph, (ii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining hereto, or (iii) to the extent such information (a) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (b) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party which the receiving party believes is not prohibited from disclosing such information by obligation to the disclosing party, (c) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or

(d) is developed by the receiving party independently of any disclosures made by the disclosing party to the receiving party of such information. In satisfying its obligations under this paragraph, each party shall maintain the other’s trade secrets and proprietary or Confidential Information in confidence using at least the same degree of care as it employs in maintaining in confidence its own trade secrets and proprietary or Confidential Information, but in no event less than a reasonable degree of care. Notwithstanding anything to the contrary herein, Authorized Users acknowledge that the Contractor, in connection with performing the Services, may develop or acquire experience, skills, knowledge and ideas that are retained in the unaided memory of its personnel. The Authorized Users acknowledge and agree that the Contractor may use and disclose such experience, skills, knowledge, and ideas.

h. The Authorized User agrees that neither the Services nor any Deliverables are intended for the express or implied benefit of any person or entity other than the Authorized User.