3383_2.PDF

CONTRACT FOR ATKALINE BATTERIES (AA, AAA, C, D, 9 volt)

(Contract #505ENT-U16-BATTERIES-0 1)

BETWEEN

THE STATE OFWISCONSIN,

Department of Administration

AND

Opportunities, Inc.

This Contract is between the State of Wisconsin ["State") as represented by its Department of Administration, ("State") and Opportunties, Inc., ("Contractor").

This Contract constitutes 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 and with State Use Board approval.

The State of Wisconsin's requirements are provided in: this document, Attachment 1 - Special Terms and Conditions and Attachment 2 - Products and Pricing.

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

State of Wisconsin Contractor

Agency Name: Company Name

Name:

Title:

Date:

Qoo

Date

Name:

Title:

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STATE OF WISCONSIN COMMODITIES CONTRACT

l. 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" means a manifestation of assent by the State to the terms, Services, Goods or other items offered by the Contractor under the Contract after Inspection by the State.

"Agency'' or "State 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 law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 76.70(2).

"Business Day" means any day on which the Contracting Agency is open for business.

"Confidential lnformation" means all tangible and intangible information and materials being disclosed in connection with this Contract in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: [i) Personally Identifiable Information; [ii) Proprietary Information; (iii) non-public 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 (iv) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

"Contracted Personnel" means a Contractor's employees or other personnel (including officers, agents and Subcontractors) provided bythe Contractor to render Services under this Contract.

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

"Dal'means calendar day unless otherwise specified in this Contract.

"Default" means the omission or failure to perform a contractual duty or provide Goods or Services as contractually required.

"Goods" means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related Services as the situation may require.

"Inspection" means an examination of Goods provided under this Contract in order to determine their fitness for use

"Personally IdentifÌable 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

"Proprietary Information" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

"Properly-submitted Invoice" is one that is submitted in accordance with instructions contained on the State's Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

"Purchase Order" means the State's standard document of a purchase of Goods or Services.

"services" means all work performed, and labor, 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.

"State" means the State of Wisconsin.

"subcontract" means an agreement, written or oral, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

"subcontractor" means an entity that enters into a Subcontract with the Contractor for the purpose of delivering Goods or rendering Services to the State.

"lVork Center" means a charitable organization or nonprofit institution which is licensed under s.104.07 and incorporated in this State or a unit of county government which is operated for the purpose ofcarrying out a program ofrehabilitation for severely handicapped individuals and for providing the individuals with remunerative employment or other occupational rehabilitating activity of an educational or therapeutic nature, and which is engaged in the production of materials, supplies or equipment or the performance of contractual services in connection with which not less thanTSo/o of the total hours of direct labor are performed by severely handicapped individuals.

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2. APPLICABTE tAW. This Contract shall be governed by the laws of the State of Wisconsin.

Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3. TERM. The term of this Contract shall be three years with two one-year renewals from the effective date. This Contract shall be reviewed annually to ensure pricing is within fair market, unless terminated as provided herein. Contract Termination must have State Use

Board Approval.

4. TERMINATION FOR CAUSE. The State may terminate this Contract after providing the Contractor with up to one hundred twenty (120) Days written notice of the Contractor's right to cure a failure of the Contractor to perform under the terms of this Contract.

The Contractor may terminate this Contract after providing the State with one hundred twenty [120) Days written notice of the State's right to cure a failure of the State to perform under the terms of this Contract.

5. TERMINATION FOR CONVENIENCE. The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least one hundred nventy [120) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least one hundred twenty [120) Days in advance of the intended date of termination.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Goods provided under the Contract. Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the State in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual Service hours provided. The State shall be entitled to a refund for Goods or Services paid for but not received or implemented, such refund to be paid within 30 Days of written notice to the Contractor requesting the refund.

6. CONTRACT CANCETLATION:

[a) The State reserves the right to cancel this Contract in whole or in part without penalry and without prior notice, if the Contractor:

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

. Makes an assignment for the benefit of creditors

. Fails to maintain and keep in force all required insurance, permits and licenses as provided in this ContracU

. Fails to maintain the confidentiality of the State's information that is considered to be Confidential Information, or

. Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

[b) The State reserves the right to cancel this Contract in whole or in part without penalty, with up to 90 days'notice, if the Contractor:

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

. Incurs a delinquent Wisconsin tax liability;

. Fails to submit a non-discrimination or affirmative action plan as required herein.

. Fails to follow the non-discrimination or affirmative action requirements of subch.

II, Chapter 111 of the Wisconsin Statutes [Wisconsin's Fair Employment Law); or

. Becomes a state or federally debarred contractor.

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

B. CONTRACTOR COMPTIANCE AND RESPONSIBILITY FORACTIONS. The ContraCtOr ShAII at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor's work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any ofthe foregoing parties has authority to act or speak on behalfofthe State.

9. DELAYAND REMEDY. If the Contractor fails to remedy any delay or other problem in its performance of its Contract obligations after receiving reasonable notice from the State to do so, the Contractor shall reimburse the State for all reasonable costs incurred as a direct consequence of the Contractor's delay, action, or inaction. In case of failure to deliver Goods or Services in accordance with this Contract, the State, upon written notice to the Contractor, may procure such Goods or Services from other sources as necessary, and the Contractor shall be responsible for the additional cost, including the cost of re-procurement, purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to the State

10. NON-APPROPRIATION. The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

11. CONTRACTOR'S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage :

. Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor's employees and Contracted Personnel engaged in the work performed under this Contract;

. Commercial liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

. Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a minimum coverage of one million dollars

[$1,000,000) per occurrence combined single limit for automobile liability and property damage.

. Certificate of Insurance, showing up-to-date coverage, shall be on file in the Contracting Agency before the contract may commence.

The State reserves the right to require higher or lower insurance limits where warranted.

12. NONDISCRIMINATION AND AFFIRMATM ACTION. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in $ 51.01[5), Wis. Stats., or sexual orientation as defined in S 111.32[13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer;

recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

Unless exempted by workforce size [50 or fewer employees) or Contract amount [$50,000 or less), the Contractor must submit a written affirmative action plan to the State.

The Contractor shall postthe notice provided bythe State, setting forth the provisions ofthe State's nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor's employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

r termination of this Contract as provided in Section 6, Contract Cancellation herein, . designation of the Contractor as "ineligible" for future consideration as a responsible, qualified bidder or proposer for State contracts, or

. withholding of a payment due under the Contract until the Contractor is in compliance

13. STATE PAYMENT OFFSETS FOR CONTRACTOR'S DETINQUENCY. The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfli a certified or verifiable delinquent payment owed to the State or any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 6, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term ofthe Contract.

14. CONTRACTOR INDEMNIFICATION. Contractor shall hold the State harmless and shall defend and indemniff the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury or damage to property arising from the acts or omissions of the Contractor, its agents, officers, employees or Subcontractors.

15. CONFIDENTIAL INFORMATION

laì Disclosures

In connection with the performance of work hereunder, it may be necessary for the State to disclose to the Contractor Confidential Information. The Contractor shall not use such 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 thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of 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.

Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control including transportation, whether physically or electronically. If Contractor becomes aware of a data security breach, it shall notifli the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, if any.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the State, as directed.

The Contractor shall maintain all such information for a period of three [3) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

lndemnification:ln the event of a breach of this Section by Contractor, Contractor shall indemnify, defend and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its Subcontractors, employees and agents, including but not limited to disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section and, with respect to Personally Identifiable Information, the costs of monitoring the credit of all persons whose Personally Identifiable Information was disclosed.

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, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, 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.

16. INTELLECTUAT PROPERTY INFRINGEMENT AND TABOR STANDARDS. ThC CONTTACTOT guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the sale or use of said items shall not infringe any United States patent, copyrighg or other intellectual property rights of others. The Contractor shall at its own expense indemni$r, defend and hold the State harmless from any claims brought against the State for any alleged patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the Contractor is promptly notified of such suit, and is given all related documents. The Contractor shall pay all costs, damages, and profits recoverable in any such infringement lawsuit.

17. SHIPPING, Except as otherwise specified herein, Goods shall be shipped, F.O.B. Destination, and the State shall accept legal title of Goods at the point of delivery. Freight charges shall not be paid by the State, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

18. RISK OF IOSS. The Contractor shall bear all risks of loss, injury or destruction of the Goods ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

19. IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State

Purchase Order number, product description, and quantity, or as otherwise directed by the State.

20. LIENS, CLAIMS AND ENCUMBRANCES. The Contractor warrants and represents that all Goods ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

21. WARRANTY OF ITEMS OFFERED. Goods delivered and Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of the State.

Equipmen! materials, or supplies delivered under this Contract are subject to Inspection and testing upon receipt.

The Contractor warrants that the Goods provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, and free from defect. Goods offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the State. Items shall be equal in quality and performance to the standards indicated herein. Goods delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor's expense. The Contractor shall assign to the State its rightto recover under any warranties applicable to the Goods offered. Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.

22. RECEIPT OF GOODS. The State's receipt of Goods upon delivery is for the sole purpose of identification. Such identification shall not be construed as Acceptance of the Goods if they do not conform to contractual requirements. If there are any apparent defects in the Goods at the time of delivery, the State shall promptly noti$r the Contractor of its rejection of said Goods. Without limiting any other rights, the State, at its option, may require the Contractor to:

a. Repair or replace any or all ofthe defective and rejected Goods at Contractor's expense,

b. Refund the price of any or all of the defective and rejected Goods, and

c. Accept the return ofany or all ofthe defective and rejected Goods.

If rejected, the Goods shall remain the property of the Contractor.

23.INDEPENDENT CONTRACTOR. The Contractor shall act as an independent contractor in providing any and all Goods and Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

24. STATE EMPLOYEES. The Contractor may not contract with or employ a State employee or an individual retained as a full-time contractor by the State during the term of this Contract.

25. ANTITRUST ASSIGNMENT. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes ofaction, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Goods or Services purchased or acquired by the State under this Contract.

26. REFUND OF CREDITS. Within sixty [60) Days of the State's request the Contractor shall pay to the State any credits resulting from an order that the State determines cannot be applied to future invoices.

27. OWNERSHIP RIGHTS. Unless an ownership interest is granted or reserved in this Contract, a State Purchase Order issued under this Contract shall allow the State unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the State as part of the performance of the Contract.

28. PROMPT PAYMENT. The State shall pay the Contractor Properly-submitted Invoices within thirty [30) Days ofreceip! provided that the Goods or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the solicitation document or this Contract.

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 516.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to 5 16.528 (3)[e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

29. STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases.

30. PROMOTIONAT ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, anyAgency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

31. NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested.

In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing within ten [10) Business Days. The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor's failure to provide such notice

32. RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to 519.36 [3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for three

(3) years.

33. EXAMINATION OF RECORDS. The State shall at anytime during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor's records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided bythe Contractor shall not exceed the actual costto the Contractor. This provision shall survive the termination, cancellation, or expiration of this Contract.

34. BREACH NOT WAIVER. A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

35. ASSIGNMENT OF CONTRACT. The Contractor shall provide prior written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment. The terms and conditions of this Contract as t0 well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

36. SEVERABITITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision.

37. CONTRACT DISPUTE RESOLUTION. In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public's health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor's highest executive authority and the equivalent executive authority within the Contracting Agency, and either ofthe representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

38. NO GUARANTEE OF QUANTITY. The State may obtain related Goods and Services from other sources during the term of this Contract. The State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Goods or Services will be procured through this Contract.

39. TERMINATION OF PURCHASE ORDER. The State may terminate a specific Purchase Order issued under this Contract if it determines that the Contractor is unable to deliver the Goods required in a timely manner, in order to meet the business needs of the State.

40. FORCE MAJEURE. Neither party shall be in default by reason of any failure in performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

41. TIME IS OF THE ESSENCE. Timely provision of the Goods or Services required under this Contract shall be ofthe essence ofthe Contract, including the provision ofthe Goods or Services within the time agreed or on a date specified.

43. NO AGENCY RELATIONSHIP. The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the State's agent in any matter or in any way not expressly authorized by this Contract.

44. DISCLOSURE. If a state public official [as defined in 519.42 (1a) of the Wisconsin Statutes) or an organization in which a state public official holds at least a 10%o interest is or becomes a party to this Agreement, it shall be voidable by the State unless appropriate disclosure is ll made to the State of Wisconsin Government Accountability Board, 2I2 East Washington Avenue, Madison, Wisconsin 537 03 (Telephone 608-266-8005).

45. OTHER DOCUMENTS. The parties to this Contract understand and agree that standard forms or templates may be used for various purposes, including but not limited to, purchase orders, invoices, quotes, 'Website Terms and/or Conditions' or 'click to accept' agreement(s), some of which may contain boilerplate or standard terms and conditions

["Other Documents"). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Contract.

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Attachment l- Co ntract 505 ENT-U 16-BATTE Rl ES-OL

Alkaline Batteries ALKALINE BATTERIES (AA, AAA, C D, 9 volt)

CO NTRACT #505E NT-U 16-BATTE R I ES.O1

ATTACHMENT 1 - SPECIAL TERMS AND CONDITIONS

ln addition to the contract terms and conditions, these special terms and conditions shall apply

1. The following words or phrases are defined as follows

a. State Holiday - Nine legal holidays recognized by the State of Wisconsin: New Year's Day, Martin Luther King Jr.'s Birthday, Memorial day, lndependence Day, Labor Day, Thanksgiving Day, Christmas Eve Day, Christmas Day and New Year's Eve Day.

b. WlSBuy-The State of Wisconsin's Purchasing Card (Pcard) Marketplace is an online e-catalog shopping website containing Department of Administration (DOA) enterprise contracts.

2. Opportunities, lnc. agrees to comply with the provisions of s.16.752, Wis. Stat., "Procurement from work centers for severely handicapped individuals," to include:

. Maintaining its current certification as a Work Center to do business under this statute;

. Providing alkaline batteries that State agencies need as described in this Contract;

Seeking broad competition in the purchase of raw materials used in providing the product. This provision applies to any future need to identify new suppliers;

Pricing the products at fair market value as provided in this Contract and as may be adjusted by mutual agreement as the fair market value changes;

lnsuring that not less than seventy-five percent (75%) of the total direct labor hours are performed by persons with severe disabilities and maintaining records to document same. þþ: Direct labor means all labor or work involved in producing or supplying seasonings, including preparation, processing and packing, but excluding supervision, administration, inspection, and shipping (transporting the product to state agencies);

Adding appreciable contribution to materials needed to provide the products identified in this Contract;

Making records relating to this Contract available for public inspection at any reasonable time;

maintaining records for each worker of all direct labor hours performed in conjunction with this contract to identify work performed by persons with severe disabilities and by others;

Maintaining an on-going placement program for persons with severe disabilities that includes staff that is assigned to perform personal evaluations and to maintain liaisons with appropriate community service organizations; and

Maintaining a record for each individual with a severe disability providing direct labor related to this Contract that includes a written report prepared by a licensed physician or psychiatrist, or a qualified psychologist, reflecting the nature and extent of the disability that causes the individual to qualify as severely disabled.

3. Opportunities, lnc. shall accept orders fromWlSBuy paid via purchasing card or purchase orders sent, via fax, US Mail or e-mail. Authorized users shall be responsible for placing their own orders and will determine the ordering method which will be used. Other order options may be added as they become available.Minimum order is two dozen batteries a a a a a

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Attachment 1

Contract 505 E NT-U L6-BATTE Rl ES-0L

Alkaline Batteries

4. Shipping charges shall be included in item price. No additional shipping charges shall be added or allowed. ltem pricing can be found on Attachment 2 - Products and Pricing.

5. Orders shall be shipped within two (2) business days of receipt of order and shall include a packing slip.

The packing slip shall include at least the following information in no particular order:

o Customer/Agency Account Number o Customer/Agency Name . Customer/AgencyAddress . Delivery Date o Purchase Order Number . Vendor Product Number per Line ltem . Line ltem Description o Quantity Ordered o Quantity lncluded in Shipment lf items cannot be shipped in the required time, Opportunities, lnc. shall contact the ordering agency to inform them of the delay and provide a revised date of delivery. lf necessary to complete a shipment on time, Opportunities, lnc. may request from the contract manager a product substitution. The product substituted shall be of equal or larger quantity, equal or better quality and at no additional cost.

6. State agency staff may inspect and verify deliveries to ensure accuracy and have up to five (5) business days after delivery to identify and reconcile delivery discrepancies (quantity/item description). When receiving commodities, State Agencies may:

. lnspect each item at the time of receipt o Note any count discrepancies or damages . lnvoices shall be adjusted to compensate for any deviations.

. lf upon inspection at the time of receipt, products are found to be in unacceptable condition, the State Agency may refuse delivery and note reason on delivery receipt.

Opportunities lnc. delivery agent shall initial any such notes.

o When satisfied that the shipment is in proper order and/or all discrepancies have been properly noted and initialed, the receiving person shall sign the delivery receipt and retain a copy for their records.

. State Agencies reserve the right to reject all or part of a delivery.

7. Opportunities, lnc. shall provide alkaline batteries that are in working order. Opportunities, lnc. shall guarantee their products to be free from defects in materials and workmanship, given normal use and care. Any products delivered in poor condition, duplicated, incorrectly shipped, may, at the discretion of the State Agency, be returned to Opportunities, lnc. at Opportunities, lnc.'s expense within thirty (30) days. The State Agency shall contact Opportunities, lnc.'s customer service for a Returned Merchandise Authorization (RMA) number. Opportunities, lnc. shall agree to replace without charge (include freight both ways) to State Agencies any product or part thereof that proves to be defect or fails.Opportunities, lnc. shall replace or pickup within two (2) business days of notification of return. All returns must be at no additional cost to the State Agency. Opportunities, lnc. can request that the State Agency dispose of or keep the product in lieu of returning it. This can only be done if this will not result in the agency having to pay a disposal fee for the item and it is agreeable to the agency.Credit for returned goods shall be made immediately once Opportunities, lnc. receives the returned goods.

lf any product is returned to Opportunities, lnc.for failure of performance, Opportunities, lnc. shall, at the State's discretion, refund all amounts paid to Opportunities, lnc. for such product or replace the product, and the following shall apply:

Attachment 1 Co ntract 505 E NT-U 1-6-BATTE Rl ES-O1

Alkaline Batteries a Opportunities, lnc. shall bear all shipping and insurance costs.

Opportunities, lnc. shall be liable for damages to the product, unless caused by fault or negligence of the Agency that occur during the return process.

Opportunities, lnc. shall issue a credit to State the agency's account as soon as items have been received byOpportunities, lnc.

L Orders not paid with the purchasing card shall be invoiced and sent within five (5) business days after order has been received. lnvoice shall include:

o ltem number and description of delivered product;

o Unit price and total price for each product;

o Agency making the purchase;

o Delivery date;

¡ Agency's purchase order number; and . Opportunities, lnc.'s name and address to which the agency must send its payment.

9. Agencies shall pay properly submitted invoices within thirty (30) days of receipt of said invoice.

L0. Opportunities, lnc. shall provide contact information (and a backup) to handle questions and resolve problems that arise. At least one Customer Service Representative shall be available during hours of 8:00 am - 4:30 pm Monday through Friday, excluding official State Holidays. Opportunities, lnc.'s representatives shall have access to information to provide immediate responses to inquiries concerning the status of orders (shipped or pending), delivery information, back-order information, statewide contract price, contracted product offerings/exclusions, and general product information. Representatives shall be available by email, fax or phone (local or 800 # preferred).

11. Opportunities, lnc. shall provide quarterly reports to the contract manager by the 1Sth of the months of January, April, July and October. Reports shall contain the following information:

o Name ofAgency o Order Date . ltem Number . ltem Description o Unit Price . Quantity Ordered o Extended Price

Item Number Description PHOTO uoM PRICE

9-VOLT12PK

Battery, Alkalíne, "9 Volt" L2/PK itt.zt

D-Cell12PK Battery, Alkaline, "D" Cell L2/PK 5r+.tt

C-Cell12PK Battery, Alkaline, "C" Cell 12/PK s11.66

AA-Cell12PK Battery, Alkaline, "AA" Cell L2/PK fi.qz

AAA-Cell12PK Battery, Alkaline, "AAA" Cell L2/PK s7.27

ATTACHMENT 2 . PRODUCTS AND PRICINGCONTRACT # 5O5ENT-U1.6-BATTERIES-OIALKALINE BATTERIES