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Contract No C4698B Page 1 of 9

State of Wisconsin

Department of Corrections

Scott Walker Governor

Edward F Wall Secretary

Mailing Address

3099 E. Washington Ave.

Post Office Box 7991

Madison, WI 53707-7991

Telephone (608) 240-5571

Fax (608) 240-3342

C O N T R A C T

Services/ Commodity: Extradition Transport and Security Services for the Department of Corrections.

Contract Period: The Contract shall commence and be effective as of July 1, 2015 and shall continue in effect for a period of two years through June 30, 2017 (with three possible 1-year renewal options by mutual agreement between the Contractor and the Department of Corrections).

Reference Number: JL-4698A

Contract Number: C4698B

I. DEFINITIONS:

Agency: Office, department or agency or other body in state government created by the constitution or any law, including the legislature and the courts but not including an authority.

Clean invoice: Invoice completed according to terms of the Contract and Section 11 of the Standard Terms and

Conditions.

Contractor: Successful vendor or provider awarded the Contract.

County: A region created by territorial division for the purpose of local government.

DAI: Division of Adult Institutions, administers all adult state correctional incarceration facilities with administrative offices at DOC Central Offices, 3099 E Washington Ave., Madison, WI 53704.

DCC: Division of Community Corrections, supervises adult offenders outside secure facilities.

DJC: Division of Juvenile Corrections, operates one juvenile correctional institution and supervises some delinquent youth in the community with administrative offices at DOC Central Offices, 3099

E Washington Ave., Madison, WI 53704.

DOA: Department of Administration has statutory authority [WI Stats. Chapter 16] to define, regulate and delegate all aspects of procurement of services and commodities for state agencies.

DOC: Wisconsin Department of Corrections, also referred to as the department or the DOC headquartered at DOC Central Offices, 3099 E Washington Ave., Madison, WI 53704.

Offender: Person under the custody or supervision of the Wisconsin Department of Correction.

Prison: A correctional institution where persons are confined after being convicted of a crime.

State: State of Wisconsin.

SubContractor: SubContractor is a person who is awarded a portion of an existing Contract by a principal or general Contractor.

Third Party: Refers to a person or entity who is not a party to this Contract.

Vendor: An awarded bidder which supplies a service or commodity to the Department of Corrections.

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II. PARTIES TO THE CONTRACT

A. This contractual agreement ( “Contract”) is entered into for the period of July 1, 2015 through June 30, 2017, with three possible one-year renewals, by and between the State of Wisconsin Department of Corrections, whose principal business address is 3099 East Washington Ave., P.O. Box 7925, Madison, WI 53707-7925, (the

“DOC”), and Wisconsin Lock & Load whose principal business address is 1015 Challenger Court, Green Bay, WI 54311 (the “Contractor”).

B. The DOC employee responsible for administration of this Contract will be Sheri Hicks, (“Contract

Administrator”) whose principal business address is 3099 East Washington Ave., P.O. Box 7925, Madison, WI

53707-7925. In the event that the Contract Administrator is unable to administer this agreement, DOC will contact Contractor and designate a new Contract Administrator.

III. CONTRACT AUTHORITY

This Contract is entered under the authority of Wis. Stats.16.75 and Wis. Adm. Code Chapter Adm 10.

IV. STATEMENT OF DELIVERABLES

A. The Contractor will deliver Extradition Transport and Security Services (the “Service”) to be delivered to various locations as per specifications in Request for Bid JL-4698A, dated February 4, 2015, and the

Contractor’s written “Bid” dated March 3, 2014, in response thereto, both of which are incorporated into the

Contract by reference.

V. CONTRACT DOCUMENTS

A. Form DOA-3054 (“Standard Terms and Conditions”) and Form DOA-3681 (“Supplemental Standard Terms and

Conditions for Procurement of Services”) are incorporated into this Contract by reference. To the extent that any term or condition set forth in either Form DOA-3054 or Form DOA-3681 differs or conflicts with this

Contract, the term, condition, or Contract provision determined by the DOC to be the more favorable to the

DOC in any given situation shall govern and control. Copies of Forms DOA-3054 and DOA-3681 are available upon request from the DOC or the State of Wisconsin Bureau of Procurement.

VI. CONTRACT REVISIONS / ADDENDUMS

Any subsequent addendum to this Contract must be in writing and signed by the parties.

VII. GENERAL SERVICE PROVISIONS

A. The contractor must complete or currently have on file a facility self-survey and a program and policy self-evaluation to address compliance with the Americans with Disability Act of 1990 (P.L. 101-336), as amended by the ADA Amendments Act of 2008 (P.L. 110-325) including any regulation, title or Act amendments thereto existing now and as further amended. During the course of the Contract, the Contractor must take action to comply with the facility, program and employment provisions of the Americans with Disability Act. Contractors may obtain information on the Americans with Disability Act by contacting the Director, Office of Diversity and

Employee Services, Wisconsin Department of Corrections, 3099 E. Washington Ave., P.O. Box 7925, Madison, WI 53707.

B. Contractor may not subcontract, refer to outside/community resources, or assign any part or obligations of this

Contract without the prior written consent of DOC. If DOC approves, Contractor is responsible for having subcontracts in place to provide Extradition Transport and Security Services to the subcontracted agencies under this Contract. Contractor retains responsibility for fulfillment of all terms and conditions of this Contract when it enters into subcontractual agreements.

C. This Contract and the performance of the parties' obligations hereunder will be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, other than any conflict-of-laws provisions thereof that would otherwise require the application of the law of any other jurisdiction. Contractor consents to personal jurisdiction in the State of Wisconsin. The venue for any action hereunder shall be in Dane County, Wisconsin.

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D. No waiver by either party of any default hereunder shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Contract.

E. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and said provision shall continue to apply to the extent allowed by said court or, if not so allowed, be deemed severed from this Contract entirely.

F. Contractors are prohibited from responding to legal or legislative matters as a representative of DOC. All legal or legislative inquires requiring a response by DOC are to be referred to DOC Secretary’s Office in a timely manner for an appropriate response.

G. The parties hereto agree that Provider, its officers, agents, and employees, in the performance of this Contract shall act in the capacity of an independent contractor and not as an officer, employee, or agent of DOC.

Contractor agrees to take such steps as may be necessary to ensure that each of its subContractors will be deemed to be an independent Contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of DOC. Furthermore, neither DOC nor Contractor will represent itself as the agent or legal representative of the other or as partner or joint venturers for any purpose whatsoever, and neither shall have any right to create or assume any obligations of any kind, express or implied, for or on behalf of the other in any way whatsoever.

H. Any and all notices or other communications necessary or desirable to be given hereunder will be deemed given and received when personally delivered or sent by facsimile, delivered prepaid same-day or overnight delivery service, proof of delivery requested, or deposited in U.S. certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

(i) If to DOC –

Wisconsin Department of Corrections

3099 E Washington Ave

Madison, WI 53704

Contract Administrator: Sheri Hicks

Facsimile number: 608-240-3333

E-mail: sheri.hicks@wisconsin.gov

(ii) If to Contractor–

Wisconsin Lock & Load

1015 Challenger Court

Green Bay, WI 54311

Attention: Brian Westphal

Facsimile number: 920-434-5224

E-mail: BWestphal@wisconsinlockandload.com

VIII. PAYMENT TERMS AND INVOICING

A. Contractor will be paid for Extradition Transport and Security Services. DOC shall initiate payment to

Contractor upon receipt of a clean invoice. The Contractor shall submit invoices per the requirements stated in

RFB JL-4698A, Section 6. The invoice shall be submitted within 30 days of the last day of the month during which the Services was provided.

B. If for any reason the DOC is dissatisfied with the quality of the Service the DOC may, at DOC’s sole discretion, provide written notice to the Contractor of the deficiency. If the Contractor fails to correct the deficiency by the identified date, the DOC may, at DOC’s sole discretion, withhold funds under this Contract. Nothing set forth herein shall prevent or prohibit the DOC from availing Contractor of other legal or equitable remedies.

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IX. REPORTING AND AUDITING

A. Contractor shall comply with the reporting and auditing requirements of DOC including, without limitation, the requirement that Contractor retain all documents applicable to the Contract for a period of not less than three (3) years after the final Contract payment is made. Any required reports shall be forwarded to the Contract

Administrator according to the schedule of DOC. If Contractor does not submit the forms as required, DOC may cease all payments for Services to Contractor under this Contract.

B. DOC may require, at its discretion, that Contractor provide an audit covering all DOC funds paid pursuant to the

Contract. In the event that Contractor fails to comply with a DOC audit request including all follow-up requests for information pertaining to said audit, DOC reserves the right to conduct an independent audit and DOC’s costs for completing the same will be charged back to Contractor. Contractor agrees to retain and make available to DOC all program and fiscal records until the audit and, if necessary, subsequent audit resolution processes have been completed.

C. Contractor agrees to inform DOC within three (3) working days of any inquiry from outside entities regarding a participant, former participant or the program provided under this Contract. This includes requests for information from the media, legislature, local officials, neighbors and participant's family members. Nothing in this Contract prohibits the Contractor from freely communicating with any entity regarding the program or participants to the extent allowed by confidentiality requirements.

D. Program evaluation is intended to document program implementation, as well as return useful information to program sites for the purpose of program improvement. The Contractor agrees to collaborate and participate in program evaluation activities set by the DOC.

X. RECORDS

A. Contractor shall maintain such records as are required by State and Federal law and shall comply with all applicable confidentiality laws and requirements pertaining to said records and the information contained therein.

B. Contractor will allow inspection of records and programs, insofar as is permitted by State and Federal law, by representatives of DOC and its authorized agents, and Federal agencies, in order to confirm Contractor's compliance with the specifications of this Contract.

C. Contractor agrees to retain and make available to DOC all program and fiscal records until the audit and subsequent audit resolution processes have been completed.

D. To ensure confidentiality of records and safeguard access to these records, Contractor must maintain sufficient locked storage space for current and closed offender records.

E. Contractor agrees to have a written policy on confidential destruction of case records.

XI. INSURANCE RESPONSIBILITY

A. Contractor shall:

i. Maintain worker’s compensation insurance as required by Wisconsin Statutes, for all employees engaged in any work under this contract.

ii. Maintain commercial general liability, bodily injury, and property damage insurance against any claim(s) which might occur in carrying out this Contract. Minimum coverages shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations.

Provide motor vehicle insurance for all owned, non-owned, and hired vehicles that are used in carrying out this

Contract. Specifically, Automobile Liability/intrastate and interstate: If transporting in a vehicle rated for 15 passengers or less, minimum coverage shall be one million five hundred thousand dollars ($1,500,000)** per occurrence combined single limited for automobile liability and property damage; and/or: If transporting in a vehicle rated for 16 passengers or more, minimum coverage shall be five million dollars ($5,000,000)** per occurrence combined single limit for automobile liability and property damage.

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** Supersedes insurance requirements in Standard Terms and Conditions

B. DOC reserves the right to require higher or lower limits where warranted.

Contract is required to submit an insurance certificate adding State of Wisconsin, Department of Corrections as an additional insured under the Contractor’s commercial general, automobile, and liability insurance policies, covering the period of the Contract and each year thereafter during the current contract period. When the period of this contract does not coincide with the coverage period of the Contractor’s insurance, Contract is require to submit an updated certificate to verify coverage in compliance with this subsection. The insurance certificate is required to be presented prior to the issuance of the purchase order or before commencement of the Contract.

XII. EMPLOYMENT OF CURRENT OFFENDERS AND EMPLOYMENT AND RETENTION OF

INDIVIDUALS ARRESTED, CHARGED OR CONVICTED OF CRIMINAL OFFENSES.

A. Contractor may not employ a person who is on probation, parole, extended supervision, lifetime supervision or an inmate who is supervised by Intensive Sanctions for any position where the primary duties and responsibilities involve the supervision or treatment of inmates, probationers or parolees or involve access to offenders' records or funds.

B. Contractor will implement policies and procedures to ensure that:

1. Job applicants or current employees shall be dealt with as follows:

a. For a job applicant who has a pending criminal charge: Where the circumstances of said criminal charge substantially relate to the circumstances of a particular job or licensed activity, the applicant will not be hired for that job;

b. For a current employee who has a pending criminal charge: Where the circumstances of said criminal charge substantially relate to the circumstances of a particular job or licensed activity, the employee will not be continued in that particular job;

c. For a job applicant who is convicted of a criminal charge: Where the circumstances of said criminal charge substantially relate to the circumstances of a particular job or licensed activity, the applicant will not be hired for that job;

and

d. For a current employee who is convicted of a criminal offense: Where the circumstances of said conviction of a criminal or other offense that substantially relates to the circumstances of the current job or licensed activity, the employee will not be retained in that particular job; and

e. For a job applicant who is required to use an Ignition Interlock Device (IID):

Where the circumstances of said court ordered requirement substantially relate to the circumstances of a particular job or licensed activity, the applicant will not be hired for that job; and

f. For a current employee who is required to use an Ignition Interlock Device

(IID): Where the circumstances of said court ordered requirement substantially relate to the circumstances of a particular job or licensed activity, the employee will not be retained in that particular job.

2. Nothing in this Contract prohibits the Contractor from reassigning or suspending the employee or, in the case of a conviction, terminating the employee.

C. In hiring and retention decisions, Contractor may consider records of pending criminal charges and convictions when it can be demonstrated that the circumstances of the offense substantially relate to the circumstances of the job or licensed activity. When determining whether the circumstances of a pending charge or conviction are substantially job related, Contractor should take into consideration elements related to the position, the offense, and the individual.

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D. To make determinations on substantial relationships to the circumstances of the job, Contractor must have written policies on how the applicant for employment and the employee will be reviewed.

XIII. FRATERNIZATION

A. Contractor agrees to have a written policy on fraternization which prohibits the forming of improper relationships between Contractor's employees and offenders. The policy must be substantially equivalent to the Department of Corrections' policy as expressed in Executive Directive 16, May 1991 - Revised January

1997, Further Revised August 2004. A copy of Executive Directive 16 may be obtained from the Contract

Administrator.

B. Contractor’s policy required in subsection A above shall provide, at a minimum, for the following:

definitions of employee, relationships and offender; a statement of prohibited relationships; duty of an employee to inform Contractor of unplanned contacts with offenders; a statement that Contractor-directed contacts or those which are part of the employee's job duties are exempt from the policy; an exception procedure which may be carried out by Contractor’s designee; and a standard employee statement indicating that each employee has read a copy of the Contractor's policy on fraternization.

C. Contractor must maintain a copy of the signed employee statement on fraternization in each employee's personnel file.

XIV. TERMINATION / CANCELLATION:

In addition to grounds for termination set forth elsewhere in the contract, this Contract may be terminated under any of the following conditions:

A. DOC may terminate the Contract at any time, with or without cause and without penalty by delivering thirty (30) days written notice to the Contractor.

B. DOC has a Vendor Performance Evaluation process for soliciting feedback from contract users about vendor performance and compliance with contract specifications. Vendor noncompliance with the terms, conditions or specifications that is persistent and/or significantly impacts the quality and performance provided pursuant to the contract may be considered in breach of contract. Negative Vendor Performance Evaluation Surveys may result in non-renewal or termination of contract.

C. The State of Wisconsin reserves the right to cancel this contract if the Contractor fails to follow the requirements of Wis. Stats 77.66, and related statutes regarding registration and certification for collection of sales and use tax.

D. If at any time the Contractor performance threatens the health and/or safety of DOC employees, offenders or the public, DOC has the right to cancel and terminate the Contract without notice.

E. Failure to maintain the required Certificates of Insurance, Permits and Licenses shall be cause for Contract termination. If the Contractor fails to maintain and keep in force the insurance as provided in #23 of the

Standard Terms and Conditions, DOC has the right to cancel and terminate the Contract without notice.

F. If at any time a petition in bankruptcy shall be filed against the Contractor and such petition is not dismissed within 90 calendar days, or if a receiver or trustee of Contractor's property is appointed and such appointment is not vacated within 90 calendar days, DOC has the right, in addition to any other rights of whatsoever nature that it may have at law or inequity, to terminate the Contract by giving 10 calendar days notice in writing of such termination.

G. Failure of DOC to comply with contract terms, conditions or specifications shall provide the sole cause for which the Contractor is entitled to terminate the contract. The Contractor shall notify the Department in writing within thirty (30) days after the Contractor becomes aware of the alleged noncompliance with a complete description of the same. If the DOC does not, within forty-five (45) days after its receipt of the Contractor’s notice, either (1) effect a cure or (2) if the noncompliance is not one that can reasonably be cured within forty-five (45) days, develop a plan to cure the noncompliance and diligently proceed according to that plan unto a cure is effected, then the Contractor may terminate the Contract for cause by written notice to DOC. The

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Contractor may not terminate the Contract without cause unless express written consent to do so is provided by

DOC.

XV. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

A. The contents of this contract (including all attachments) and the bid of the successful bidder, and additional terms agreed to, in writing, by DOC and the Contractor shall become part of the contract.

B. The following priority for contract documents will be used if there are conflicts or disputes:

State of Wisconsin standard terms and conditions

Final Signed Contract including amendments

Official State of Wisconsin Purchase Order

Bidder’s written bid document

State of Wisconsin Request for Bid, including any amendments;

Other exhibits/attachments

XVI. CONFIDENTIALITY

A. All confidential health, mental health, drug and alcohol information or educational information reviewed and collected in connection with this contract shall be handled by the Contractor in a manner consistent with the applicable state and federal confidentiality laws.

B. Contractor acknowledges that some of the data and documentation it may become privy to in the performance of this contract is of a confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subContractors do not disseminate such confidential information without the Purchaser’s prior permission and in a manner that complies with all applicable confidentiality laws and requirements.

C. Contractor or its employees may have direct or indirect contact with offenders, staff, or other parties. All services provided to offenders are confidential in nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subContractors do not disseminate such confidential information, including but not limited to identity of offenders or services being received. Contractor must have a policy regarding ethics and confidentiality for their staff to follow.

D. Contractor or its employees and subContractors will not reuse, sell, or make use in any format the data researched or compiled for this contract for any venture, profitable or not, outside this contract.

E. Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the manufacturer's, proposer's, or distributor's whereby Contractor or any Contractor's personnel may gain access while engaged by the State or while on State premises.

F. The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns, subContractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor following any termination. Contractor shall advise all Contractor's agents, employees, successors, assigns and subContractors which are engaged by the State of the restrictions, present and continuing, set forth herein.

Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by

Contractor, its agents, employees, successors, assigns and subContractors regarding the confidentiality restrictions herein.

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XVII PRISON RAPE ELIMINATION ACT (PREA)

A. The CONTRACTOR agrees to comply with the Federal Prison Rape Elimination Act of 2003, and any subsequent standards imposed by the United States Attorney General. If the CONTRACTOR is not in full compliance with the Federal Prison Rape Elimination Act of 2003 (PREA), the CONTRACTOR shall take all feasible and necessary steps to work toward full compliance and shall continue to do so until full compliance is achieved. The CONTRACTOR shall have policies and procedures in place for responding to sexual abuse or sexual harassment allegations as defined by PREA and shall further have procedures or policies for maintaining reports and records necessary for reporting data consistent with the PREA.

B. The CONTRACTOR agrees to timely completion of the Bureau of Justice Statistics Annual Survey on

Sexual Victimization and or its current equivalent survey. This includes completing forms for locally or privately operated adult facilities and individual incident forms for each incident. The CONTRACTOR will forward a copy of these forms involving DOC inmates or offenders for the calendar year to the DOC on or before May 31st of each year unless another date is designated by the DOC. These forms shall be forwarded to:

Christine Preston

PREA Director

Wisconsin Department of Corrections

3099 East Washington Ave.

P.O. Box 7925

Madison, WI 53707-7925

(608) 240-5113

Christine.preston@wisconsin.gov

C. The DOC may decide to conduct a compliance review. This review may include an examination of

CONTRACTOR incident and offender records related sexual abuse or sexual harassment allegations as defined by PREA.

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D. The CONTRACTOR shall notify the DOC within 24 hours of any sexual abuse or sexual harassment allegations as defined by PREA. If the DOC has reason to believe that any sexual abuse or sexual harassment incident as defined by PREA has occurred, it shall have immediate access to the

CONTRACTOR’s records. The DOC contact for this purpose shall be:

Special Investigations Chief

Wisconsin Department of Corrections

3099 East Washington Avenue

P.O. Box 7925

Madison, WI 53707-7925

(608) 240-5048

DOCSECOSOPREAInvestigations@wisconsin.gov

In WITNESS THEREOF, the undersigned authorized officers have subscribed their names on behalf of the parties to this

Contract.

Contractor's Authorized Representative Date

Name : Brian Westphal

Title : Director of Operations

DOC Contract Administrator/Manager Date

Name: Sheri Hicks

Title : Records Director

Edward F. Wall, Secretary Date

WI Department of Corrections

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June 22, 2015

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June 23, 2015

June 29, 2015 mailto:DOCSECOSOPREAInvestigations@wisconsin.gov https://trust.docusign.com https://trust.docusign.com https://trust.docusign.com