435400-O24-1029CAREMGT-00.pdf

Revision: 10/16/2024(previous versions obsolete)

Wisconsin Department of Health Services

Contract Centralization Legal Review

Agreement Number:

Bureau of Procurement and Contracting (BPC) Review:

This agreement requires Standard OLC review.

This agreement uses a BPC template with Office of Legal Counsel (OLC) approved language and requires Simple OLC review.

This agreement uses a BPC template with Office of Legal Counsel (OLC) approved language and does not require Additional OLC review.

This agreement uses intergovernmental cooperative purchasing.

Description:

Office of Legal Counsel (OLC) Review and Approval:

This agreement has been reviewed for form and approved by the Wisconsin Department of

Health Services Office of Legal Counsel.

Name: Date Signed

Title:

Docusign Envelope ID: 175921E5-2C98-4725-BE8D-A0BE927D059F

X

435400-O24-1029CAREMGT-00

Cody Wagner

Office of Legal Counsel

X

12/3/2024

Approved by DOA High Risk IT Process and ISS.

Supplier is not yet set up in STAR; however BPC is making an exception this time and program will ensure supplier is set up before they pay any invoices.

Revision: 8/2/2022 (previous versions obsolete)

Bureau of Procurement and Contracting

Procurement Authority Review (Not required for CARS/GEARS agreements)

Submitting division:

Division submitter:

Procurement authority:

Request for Bid (provide solicitation#):

Request for Proposal (provide solicitation#):

Request for Services

Waiver (provide waiver#):

Simplified Bid

Interagency

Grant exemption (provide GE#):

Other (describe):

Appropriation (if applicable):

Docusign Envelope ID: 175921E5-2C98-4725-BE8D-A0BE927D059F

X

DMS

RFP #S-1029 DMS-23

Mason DeHaan

STATE OF WISCONSIN DEPARTM ENT OF HEALTH SERV ICES

Division of Enterprise Services

F-00759 (10/2022)

Contract Name:

Contract Number:

BUSINESS ASSOCIATE AGREEMENT

With Contract

This Business Associate Agreement, herein referred to as “Agreement”, is incorporated into the Underlying Contract which is referenced above as the Contract Name and Contract Number and is made between the Wisconsin Department of Health Services, (“Covered Entity”), and the (“Business Associate”), collectively the “Parties.”

This Agreement is specific to those services, activities, or functions performed by the Business Associate on behalf of the Covered Entity when such services, activities, or functions are covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), including all pertinent regulations (45 CFR Parts 160 and 164) issued by the U.S.

Department of Health and Human Services. Services, activities, or functions covered by this Agreement include, but are not limited to:

The Covered Entity and Business Associate agree to modify the Contract to incorporate the terms of this Agreement and to comply with the requirements of HIPAA addressing confidentiality, security, and the transmission of individually identifiable health information created, used, or maintained by the Business Associate during the performance of the Contract and after Contract termination. The parties agree that any conflict between provisions of the Contract and the Agreement will be governed by the terms of the Agreement.

1. DEFINITIONS

For purposes of this Agreement, the terms used herein, unless otherwise defined, shall have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), or the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and any amendments or implementing regulations, (collectively "HIPAA Rules").

“Qualified Service Organization Agreement” shall have the same meaning as defined in 42 CFR 2.12(c)(4).

2. RESPONSIBILITIES OF BUSINESS ASSOCIATE

a. Business Associate shall not use or disclose any Protected Health Information (PHI) except as permitted or required by the Agreement, as permitted or required by law, or as otherwise authorized in writing by the Covered Entity, if done by the Covered Entity. Unless otherwise limited herein, Business Associate may use or disclose Protected Health Information for Business Associate’s proper management and administrative services, to carry out legal responsibilities of Business Associate, and to provide data aggregation services relating to health care operations of the Covered Entity if required under the Agreement. Business Associate is not authorized to create de-identified information from PHI unless approved by the Covered Entity.

b. To the extent that in performing its services for or on behalf of Covered Entity, Business Associate uses, discloses, maintains, or transmits protected health information that is protected by 42 CFR Part 2, Business Associate acknowledges and agrees that it is a Qualified Service Organization for the purpose of such federal law; acknowledges and agrees that in receiving, storing, processing or otherwise dealing with any such patient records, it is fully bound by the Part 2 regulations; and, if necessary will resist in judicial proceedings any efforts to obtain access to patient records except as permitted by the Part 2 regulations.

MES Care Management Module

435400-O24-1029CAREMGT-00

Division of Medicaid Services FEI.COM, Inc. dba FEI Systems

Providing the centralized case management system for the IRIS program, utilized by DHS staff, DHS System Administrators, IRIS Consulting Agencies (ICAs) and Fiscal Employment Agencies (FEAs). IRIS program information including participant demographics, participant program enrollment, participant documents, care plan details, participant service authorizations and certified provider information is stored and managed here.

F-00759 Page 2

Protected health information includes records per 42 CFR 2.11, created by, received, or acquired by a Part 2 program relating to a patient (e.g., diagnosis, treatment and referral for treatment information, billing information, both paper and electronic records. Check one that applies: No Yes

c. Business Associate shall not request, use, or disclose more than the minimum amount of Protected Health Information necessary to accomplish the purpose of the use or disclosure.

d. In the event that Business Associate is to carry out one or more Covered Entity’s obligations under the Privacy Rule, Business Associate shall comply with such requirements apply to Covered Entity in the performance of such obligations.

e. Business Associate shall inform the Covered Entity if it or its subcontractors will perform any work outside the U.S. that involves access to, or the disclosure of, Protected Health Information.

3. SAFEGUARDING AND SECURITY OF PROTECTED HEALTH INFORMATION

a. Business Associate shall use appropriate safeguards, including complying with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the Agreement.

b. Business Associate shall cooperate in good faith in response to any reasonable requests from the Covered Entity to discuss, review, inspect, and/or audit Business Associate’s safeguards.

4. REPORTING OF A VIOLATION TO COVERED ENTITY BY BUSINESS ASSOCIATE

a. Reporting to Covered Entity. The Business Associate must inform the Covered Entity by telephone call, plus email or fax, within five business days of any use or disclosure of PHI not provided for by this Agreement, including breaches of unsecured PHI in accordance with 45 CFR Subpart D of 45 CFR 164 ("Breach Notification Rule"), and any successful security incident, of which it becomes aware. Business Associate shall cooperate at all times with Covered Entity's investigation, analysis, notification and mitigation activities, and shall be responsible for reasonable costs incurred by Covered Entity for those activities to the extent allowed per Wisconsin law. Any failure or refusal by the Business Associate to cooperate at all times with the Covered Entity’s investigation, analysis, notification, or mitigation activities shall be considered a breach of this Agreement whereby the Covered Entity shall have the right to pursue any and all legal action(s) due to such breach(s) of this Agreement.

i. The Violation shall be treated as “discovered” as of the first day on which the Violation is known to the

Business Associate or, by exercising reasonable diligence would have been known to the Business Associate.

ii. Notification shall be provided to one of the contact persons as listed in section 4.c.

b. Mitigation of Harmful Effects. The Business Associate shall take immediate steps to mitigate any harmful effects of the unauthorized use, disclosure, or loss of Protected Health Information (PHI). The Business Associate shall cooperate with the Covered Entity’s efforts to seek appropriate injunctive relief and otherwise prevent or curtail such threatened or actual breach, or to recover its Protected Health Information, including complying with a reasonable Corrective Action Plan.

c. Covered Entity Contact Information. To direct communications to above-referenced Covered Entity’s staff, the Business Associate shall initiate contact as indicated herein. The Covered Entity reserves the right to make changes to the contact information by giving written notice to the Business Associate.

DHS Program Manager: DHS Privacy Officer:

c/o Office of Legal Counsel Department of Health Services 1 W. Wilson Street Madison, WI 53707 608-266-7957

5. USE OR DISCLOSURE OF PROTECTED HEALTH INFORMATION BY SUBCONTRACTORS OF THE BUSINESS

ASSOCIATE

In accordance with 45 CFR 164.502(e)(1) and 164.308(b), if applicable, the Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information.

6. ACCESS TO PROTECTED HEALTH INFORMATION

At the direction of the Covered Entity, the Business Associate agrees to provide access, in accordance with 45 CFR 164.524, to any Protected Health Information held by the Business Associate, which Covered Entity has

Dave Varana dave2.varana@dhs.wisconsin.gov

F-00759 Page 3 determined to be part of Covered Entity’s Designated Record Set, in the time and manner designated by the Covered Entity. This access will be provided to Covered Entity, or (as directed by Covered Entity) to an Individual, in order to meet requirements under the Privacy Rule.

7. AMENDMENT OR CORRECTION TO PROTECTED HEALTH INFORMATION

At the direction of the Covered Entity, the Business Associate agrees to amend or correct Protected Health Information held by the Business Associate, which the Covered Entity has determined is part of the Covered Entity’s Designated Record Set, in the time and manner designated by the Covered Entity in accordance with

45 CFR 164.526.

8. DOCUMENTATION OF DISCLOSURES OF PROTECTED HEALTH INFORMATION BY THE BUSINESS

ASSOCIATE

The Business Associate agrees to document and make available to the Covered Entity , or (at the direction of the Covered Entity) to an Individual, such disclosures of Protected Health Information to respond to a proper request by the Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.

9. INTERNAL PRACTICES

The Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of Protected Health Information available to the federal Secretary of Health and Human Services (HHS) in a time and manner determined by the HHS Secretary, or designee, for purposes of determining compliance with the requirements of HIPAA.

10. JUDICIAL AND ADMINSTRATIVE PROCEEDINGS

In the event Business Associate receives a subpoena(s), court or administrative order(s) or other discovery request(s) or mandate(s) for release of PHI, the Business Associate shall consult with the Covered entity regarding its response(s) to such request(s). Business Associate shall notify Covered Entity of the request(s) as soon as reasonably practicable, but in any event within five (5) calendar days of receipt of such request(s).

11. TERM AND TERMINATION OF AGREEMENT

a. The Business Associate agrees that if in good faith the Covered Entity determines that the Business Associate has materially breached any of its obligations under this Agreement, the Covered Entity may:

i. Exercise any of its rights to reports, access, and inspection under this Agreement;

ii. Require the Business Associate within a 30 calendar day period to cure the breach(s) or end the violation(s);

iii. Terminate this Agreement if the Business Associate does not cure the breach(s) or end the violation(s) within the time specified by the Covered Entity;

iv. Immediately terminate this Agreement if the Business Associate has breached a material term of this

Agreement and cure is not possible.

b. Before exercising either 11.a.ii. or 11.a.iii, the Covered Entity will provide written notice of preliminary determination to the Business Associate describing the violation(s) and the action(s) that the Covered Entity intends to pursue.

12. RETURN OR DESTRUCTION OF PROTECTED HEALTH INFORMATION

Upon termination, cancellation, expiration, or other conclusion of this Agreement, the Business Associate will:

a. Return to the Covered Entity or at the Covered Entity’s direction, destroy all Protected Health Information and any compilation of Protected Health Information in any media or form, or stored in any storage system. This provision shall apply to PHI that is in the possession of Business Associate’s subcontractor(s) and agent(s) of the Business Associate. Business Associate and subcontractor(s) of Business Associate shall retain no copies in whole or in part of PHI. The Business Associate agrees to complete the return or destruction of all Protected Health Information within the time limit as specified by the Covered Entity, but not more than 30 business days after the conclusion of this Agreement. The Business Associate will provide written documentation evidencing that return or destruction of all Protected Health Information has been completed.

b. If the Business Associate believes that the return or destruction of Protected Health Information is not feasible, the Business Associate shall provide written notification of the conditions that make return or destruction not feasible. If the Business Associate determines that return or destruction of Protected Health Information is not feasible, the Business Associate shall extend the protections of this Agreement to Protected Health Information and prohibit further uses or disclosures of the Protected Health Information of the Covered Entity without the express written authorization of the Covered Entity. Subsequent use or disclosure of any Protected Health Information subject to this provision will be limited to the use or disclosure that makes return or destruction not feasible.

F-00759 Page 4

13. COMPLIANCE WITH STATE LAW

The Business Associate acknowledges that Protected Health Information from the Covered Entity may be subject to state confidentiality laws. Business Associate shall comply with the more restrictive protection requirements between state and federal law for the protection of Protected Health Information.

14. MISCELLANEOUS PROVISIONS

a. Indemnification for Breach. Business Associate shall, to the extent allowed by Wisconsin law, indemnify the

Covered Entity for costs associated with any Incident arising from the acquisition, access, use, or disclosure of Protected Health Information by the Business Associate in a manner not permitted under HIPAA Rules.

b. Owner of PHI. Under no circumstances shall Business Associate be deemed in any respect to be owner of any PHI created or received by Business Associate on behalf of Covered Entity.

c. Third Party Rights. The terms of this Agreement do not grant any rights to any parties other than Business Associate and Covered Entity.

d. Independent Contractor Status. For the purposes of this Agreement, Business Associate is an independent contractor of Covered entity and shall not be considered an agent of Covered Entity.

e. Automatic Amendment. This Agreement shall automatically and retroactively incorporate any change or modification of applicable state or federal law(s) as of the effective date of such change or modification. The Business Associate agrees to maintain compliance with all changes or modifications to applicable state or federal law(s).

f. Interpretation of Terms and Conditions of Agreement. Any ambiguity in this Agreement shall be construed and resolved in favor of a meaning that permits the Covered Entity and Business Associate to comply with applicable state and federal law(s).

g. Survival. All terms of this Agreement that by their language or nature would survive the termination or other conclusion of this Agreement shall survive.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective representatives.

COVERED ENTITY

SIGNATURE – Covered Entity Representative Date Signed

Print Name Title

COVERED ENTITY

SIGNATURE – Covered Entity Representative Date Signed

Print Name Title

BUSINESS ASSOCIATE

SIGNATURE – Business Associate Representative Date Signed

Print Name Title

Docusign Envelope ID: 175921E5-2C98-4725-BE8D-A0BE927D059F

12/4/2024

Martina Wood Chief Operating Officer

Medicaid DirectorWilliam Hanna

12/5/2024

F-00759 Page 5

Revision: 4/4/2024 (previous versions obsolete)

CONTRACT FOR SERVICES

between

State of Wisconsin Department of Health Services (DHS) and

FEI.COM, Inc. dba FEI Systems for

MES Care Management Module

This Contract is between the State of Wisconsin Department of Health Services (DHS), at 1 West Wilson Street, Madison, Wisconsin 53703, and FEI Systems at 9755 Patuxent Woods Drive, Suite 300, Columbia, Maryland

21046.

Contract ID Number: 435400-O24-1029CAREMGT-00

Contract Amount: $55,103,366.63.

Contract Term: Five (5) Years from date of mutual execution

Optional Renewal Terms: Five (5), One-Year (1) renewals

DHS Division: Division of Medicaid Services

DHS Contract Administrator: Dave Varana

DHS Contract Manager: Jacob Webb-White

Contractor Contract Administrator: Martina Wood

Contractor Telephone: (916) 934-8969

Contractor Email: martina.wood@feisystems.com

Contractor ID:

This Contract will become effective on the date of mutual execution by the parties’ authorized representatives. By signing below, the parties acknowledge that this Contract is executed with full knowledge of and agreement with the terms and conditions of this Contract. This Contract becomes null and void if the time between the earlier dated signature and the later dated signature exceeds sixty (60) days, unless waived by DHS.

State of Wisconsin Contractor

Department of Health Services Contractor Name: FEI.COM, Inc. dba FEI Systems

Authorized Representative Authorized Representative

Name:

Name: Martina Wood

Title: Title: Chief Operating Officer

Signature:

Signature:

Date: Date:

12/4/2024

Medicaid Director

12/5/2024

William Hanna mailto:martina.wood@feisystems.com

TABLE OF CONTENTS

Definitions Order of Precedence Scope of Work

3.1. List of Exhibits

Applicable Law and Venue Invoicing and Payments

5.1. Prompt Payment Law

5.2. State Tax Exemption

5.3. Payment Offsets for Contractor’s Delinquency

5.4. Refund of Credits

5.5. Purchase Order

Contract Modification High-risk it review Price Decreases No Quantity Guarantees

Contractor Compliance and Responsibility for Actions Independent Contractor and Apparent Agency Contractor Personnel

12.1. Identification of Contracted Personnel

12.2. Right to Approve Changes of Contracted Personnel

12.3. Removal of Contracted Personnel

12.4. Prior approval and substitution of Subcontractor(s)

Background Checks Performance of Services Cooperation with Other Contractors Specifications Insurance Responsibility Warranty and Liens Conflict of Interest

19.1. Notice of Potential Conflict

Ownership Rights Confidential, Proprietary, and Personally Identifiable Information Security of Premises, Equipment, Data, and Personnel Intellectual Property Infringement and Labor Standards Records Retention Examination of Records Breach not Waiver Severability Survival Sovereign Immunity Indemnification and limited liability State Employees Promotional Advertising and News Releases Assignment Force Majeure Audits

35.1. Requirement to Have an Audit

35.2. Audit Requirements

35.3. Source of Funding

35.4. Audit Reporting Package

35.5. Audit Due Date

35.6. Submitting the Audit Reporting Package

35.7. Access to Contractor Records

35.8. Access to Auditor’s Work Papers

35.9. Failure to Comply with the Audit Requirements

35.10. Sanctions

35.11. Closeout Audits

Default and Remedy Termination/Cancellation

37.1. Non-Appropriation

37.2. Termination for Cause

37.3. Termination for Convenience

37.4. Cancellation

Transition Services Antitrust Assignment Anti-Lobbying Act Affirmative Action Civil Rights Compliance Supplier Diversity and Reporting Requirements Federal Contract Requirements Drug Free Workplace Contact Information

DEFINITIONS

Words and terms will be defined by their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms will be defined by the meanings indicated. The meanings are applicable to the singular, plural, masculine, feminine and neuter of the words and terms.

Acceptance: a manifestation of assent by DHS to the terms, Services, Goods or other items offered by the

Contractor under the Contract. Unless the particular methodology and measure of acceptance of the offered terms, Services, or Goods is set forth herein, acceptance shall occur, in the case of Goods, after delivery is taken and the

Goods are inspected, and payment has been made; or in the case of Services, those Services have been provided to

DHS’ satisfaction and acceptance, and payment has been made.

Agency: an office, department, agency, institution of higher education, association, society or other body in State of

Wisconsin government created or authorized to be created by the Wisconsin State Constitution or any law, which is entitled to expend monies appropriated by law, including the Legislature and the courts.

Assistance Listing: refers to the publicly available listing of Federal assistance programs managed and administered by the General Services Administration, formerly known as the Catalog of Federal Domestic

Assistance (CFDA), pursuant to 2 C.F.R. § 200.1.

Business Associate: pursuant to 45 C.F.R. § 160.103, a business associate includes:

(i) A health information organization, e-prescribing gateway, or other person that provides data transmission services with respect to protected health information to a covered entity and that requires access on a routine basis to such protected health information.

(ii) A person that offers personal health record to one or more individuals on behalf of a covered entity.

(iii) A subcontractor that creates, receives, maintains, or transmits protected health information on behalf of the business associate.

Business Day: any day on which the State of Wisconsin is open for business, generally Monday through Friday unless otherwise specified in this Contract.

Confidential Information: 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 of

Wisconsin or by a third party, which satisfies at least one (1) of the following criteria: (i) Personally Identifiable

Information; (ii) Protected Health Information under HIPAA, 45 C.F.R. § 160.103; (iii) non-public information related to DHS’ employees, customers, technology (including databases, 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 DHS. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

Contract Administrator: the DHS staff member responsible for the compliance, action, and evaluation of the

Contract.

Contract Manager: the DHS staff member who will provide oversight on this contract. This individual will support the Contract Administrator with the implementation, administration, and completion of the Contract. This individual will also serve as the contact person to help resolve issues that may arise during the entire Contract lifecycle.

Contractor: Contractor means any individual or any legal entity, including its officers and directors, that submits bids or proposals for, or is awarded or may reasonably be expected to submit bids or proposals for or be awarded a department contract. Contractor includes any subcontractor of a contractor that conducts business with the department as an agent or representative of a contractor and any individual or legal entity that conducts business with the department as an agent or representative of a contractor. For this Contract, the Contractor is FEI Systems.

Day: calendar day unless otherwise specified in this Contract.

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

DHS: Department of Health Services.

Goods: articles of trade or items of merchandise, supplies, raw materials, or finished products; may also include incidental or related Services.

Inspection: a careful examination of Goods, commodities, and items produced under this Contract or the site that provides Services or Goods in order to determine their fitness for use.

Municipality: a county, city, village, town, school district, board of school directors, sewer district, drainage district, technical college district or any other public or quasi-public corporation, officer, board or other body having the authority to award public contracts. (§ 16.70(8), Wis. Stats.).

Personally Identifiable Information: 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.

Protected Health Information (PHI): health information, including demographic information, created, received, maintained, or transmitted in any form or media by the Business Associate, on behalf of the Covered Entity, where such information relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the payment for the provision of health care to an individual, that identifies the individual or provides a reasonable basis to believe that it can be used to identify an individual.

Publicly Available Information: any information that an entity reasonably believes is one of the following: a) lawfully made widely available through any media; b) lawfully made available to the general public from federal, state, or local government records or disclosures to the general public that are required to be made by federal, state, or local law.

State Purchase Order: State of Wisconsin’s standard document of purchase.

Services: all actions, recommendations, plans, research, customizations, modifications, documentation and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract.

State Property: State of Wisconsin property may include, but is not limited to, code, data, information technology equipment such as laptops, and physical property.

Subcontract: a Contract, written or oral, financial or non-financial, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

Subcontractor: Subcontractor means a person or company that assumes by secondary contract some or all of the obligations of an original contractor.

ORDER OF PRECEDENCE

This Contract and the following documents incorporated by reference into the Contract constitute the entire agreement of the parties and supersedes all prior communications, representations or agreements between the parties, whether oral or written. Any conflict or inconsistency will be resolved by giving precedence in the following descending order:

1. The Business Associate Agreement (BAA).

2. The terms of this Contract.

3. Any and all exhibits or attachments to this Contract.

4. The official purchase order.

5. The terms of solicitation #S-1029 DMS-23, including all attachments, addenda, and revisions.

6. The terms of Contractor’s solicitation response as accepted by DHS of Wisconsin.

SCOPE OF WORK

Please reference Exhibits A – L for the scope of work.

3.1. List of Exhibits

Exhibit A: Global and Technical Requirements

Exhibit D: Definitions

Exhibit E: Acronyms List

Exhibit F: Deliverables

Exhibit G: Service Level Agreements and Penalty Schedule

Exhibit I: Key Staff Qualifications

Exhibit J: Data Source and System Integration Schedule

Exhibit L: Contract Payment Schedule

Exhibit M: Price Workbook

APPLICABLE LAW AND VENUE

This Contract shall be governed by the laws of the State of Wisconsin. The venue for any actions brought under this

Contract shall be the Circuit Court of Dane County, Wisconsin or the U.S. District Court for the Western District of

Wisconsin, as applicable.

INVOICING AND PAYMENTS

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

5.1. Prompt Payment Law

DHS shall pay properly submitted Contractor invoices within 30 days of receipt, providing that the services to be provided to DHS have been delivered, rendered, or installed (as the case may be), and accepted as specified in this Contract and all documents incorporated herein by reference. A good faith dispute in regard to an invoice creates an exception to prompt payment pursuant to Wis. Stat. § 16.528.

5.2. State Tax Exemption

DHS is exempt from payment of Wisconsin sales or use tax on all purchases.

5.3. Payment Offsets for Contractor’s Delinquency

The State of Wisconsin 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 or any state or local unit of government. DHS reserves the right to cancel this Contract as provided in Section 37.4, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the Contract term.

5.4. Refund of Credits

DHS may request a refund of credits owed at any time. Contractor agrees to refund credits owed within 60 days of DHS’ request.

5.5. Purchase Order

The Official State of Wisconsin Purchase Order (DOA – 3054A) with its standard terms and conditions are herein incorporated into this Contract and shall be the only method of ordering from this Contract. The

Supplemental Standard Terms and Conditions for Procurements for Services (DOA – 3681) is herein incorporated into this Contract for any purchase of services.

CONTRACT MODIFICATION

This Contract may not be modified or amended except by mutual agreement of both parties in writing. If this

Contract is the result of a competitive solicitation, then any modification(s) to this Contract must remain within the scope of the competitive solicitation that was accepted by DHS and used as a basis for a contract award(s).

HIGH-RISK IT REVIEW

Pursuant to Wis. Stat. 16.973(13), Contractor is required to submit, via the contracting agency, to the Department of

Administration for approval any order or amendment that would change the scope of the contract and have the effect of increasing the contract price. The Department of Administration shall be authorized to review the original contract and the order or amendment to determine whether the work proposed in the order or amendment is within the scope of the original contract and whether the work proposed in the order or amendment is necessary. The

Department of Administration may assist the contracting agency in negotiations regarding any change to the original contract price.

PRICE DECREASES

Any price decrease(s) from a manufacturer or third party that are passed through to the Contractor are required to be passed on to DHS within thirty (30) days of the effective date of the price decrease(s).

NO QUANTITY GUARANTEES

DHS may obtain related products and services from other sources during the term of the Contract. DHS makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products or Services will be purchased through this Contract.

CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS

The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, regulations, and DHS work rules 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 under this Contract, and neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of DHS.

Pursuant to 2023 Executive Order 184, Contractor agrees it does not sell any products prohibited in the Order. In addition, Contractor agrees that in fulfillment of its responsibilities under the Contract that no subcontractor relationship exists that would violate the prohibitions outlined in the Order.

INDEPENDENT CONTRACTOR AND APPARENT AGENCY

The Contractor, 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 DHS. To the extent within its reasonable control, the Contractor agrees to take such steps as may be necessary toward assuring that each Subcontractor under this Contract will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venture, or partner of DHS.

The Contractor shall not take any action, or make any omission, that may imply, or cause others to reasonably infer, that the Contractor is acting as a DHS agent in any matter or in any way not expressly authorized by this Contract.

CONTRACTOR PERSONNEL

12.1. Identification of Contracted Personnel

If requested by DHS, the Contractor will provide a list of the names of all Contractor’s employees, contracted personnel, or Subcontractor’s employees who may at any time require admission to the State’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role

Docusign Envelope ID: 175921E5-2C98-4725-BE8D-A0BE927D059F https://doa.wi.gov/Forms/DOA-3054AStandardTermsandConditionsPurchaseOrder.doc https://doa.wi.gov/Forms/DOA-3681SupplementalStandardTermsandConditions.doc the person is to take in the performance of the Contract, and other information as requested by DHS. DHS reserves the right to refuse to admit to the State’s premises any person employed or contracted by the

Contractor.

The Contractor shall furnish each contracted personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Contract, and furnish

DHS with security credentials on these contracted personnel, if requested.

12.2. Right to Approve Changes of Contracted Personnel

DHS shall be apprised of any change of contracted personnel. Any changes in personnel must ensure compliance with this Contract. DHS shall notify Contractor if it determines that any change in personnel may interfere with performance of this Contract and Contractor shall take appropriate and timely action to cure by making personnel changes as it deems necessary to perform this Contract.

12.3. Removal of Contracted Personnel

DHS shall make Contractor aware of any business concerns with Contractor’s/Subcontractor’s personnel and

Contractor shall take necessary action to ensure that its employees do not interfere with the operations of DHS, including removing Contractor’s/Subcontractor’s personnel from the DHS facility or site, if necessary. DHS’ right to do so does not implicate DHS as a party to any of the Contractor’s obligations in the Contract. DHS may request that key personnel or personnel that will perform Services on-site at a DHS facility be replaced within thirty (30) Calendar Days from such removal.

12.4. Prior approval and substitution of Subcontractor(s)

All subcontractor(s) of the Contractor must have prior written approval from DHS in the performance of this

Contract. A thirty (30) calendar days advance notice to substitute a previously approved subcontractor(s) shall be sent by the Contractor to DHS for a prior written approval of any such substitute of an approved subcontractor(s). The thirty (30) calendar days advance notice to substitute a previously approved subcontractor(s) can be temporarily waived at the sole discretion of DHS.

BACKGROUND CHECKS

Prior to the commencement of any Services under this Contract, in order to ensure safety and security at its premises, DHS may request a background or criminal history investigation of contracted personnel at any time during the term of this Contract for any of Contractors’ contracted personnel and Subcontractor’s employees, who will be providing Services to DHS under the Contract. If any contracted personnel, including Subcontractor’s employees, providing Services to DHS under this Contract are not acceptable to DHS to ensure safety and security in its premises, in its sole discretion as a result of the background or criminal history investigation, DHS shall provide notice to the Contractor that the contracted personnel do not meet DHS’ safety and security needs and that the personnel will not be allowed on DHS premises. Contractor shall as soon as practicable replace the contracted personnel with another of its contracted personnel in order to ensure compliance with this Contract.

PERFORMANCE OF SERVICES

Timely provision of Services required under this Contract is of the essence, including the provision of Services within any time frames specified as a part of this Contract. The Contractor shall render Services with all due skill, care, and diligence, in accordance with standard industry practices and legal requirements to the satisfaction of

DHS. DHS may inspect, observe, and examine the performance of the Services rendered on the State’s premises at any time. DHS may inspect, observe, and examine the performance of Contractor’s Services on any other premises at reasonable times, with reasonable notice.

If DHS notifies the Contractor that any part of the Services rendered do not meet Contract requirements for any reason other than as a result of DHS’ default or negligence or the actions of a third party, the Contractor shall at its own expense re-schedule and re-perform the work correctly within the time period specified by DHS. This remedy shall be in addition to any other remedies available to DHS by law or in equity. If requested by DHS, Contractor shall supply a Corrective Action Plan (CAP) which will outline the Contractor’s solution to the non-complying issue. Acceptance of this CAP will be at the sole discretion of DHS.

COOPERATION WITH OTHER CONTRACTORS

In the event that DHS enters into a Contract with another Contractor for additional services, the Contractor will ensure that Contractor’s personnel fully cooperate with said other Contractor. Contracted personnel shall not commit any act that interferes with the rendering of Services by any other Contractor or by DHS. Contracted personnel shall cooperate with State personnel, hardware manufacture representatives, system software Contractors, and communications systems Contractors in the provision of Services under this Contract.

SPECIFICATIONS

The apparent silence of the DHS’ specifications as to any detail, or the apparent omission of a detailed description concerning any matter, shall be regarded as meaning that only the best commercial practice shall be followed and only material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by

DHS, Contractor shall supply proof of compliance with the specifications or provide written notice of their intent to deliver alternate or substitute Services or deliverables. Alternate or substitute Services or deliverables may be accepted or rejected in the sole discretion of DHS, and any such alternates or substitutes shall be accompanied by

Contractor’s certification and evidence satisfactory to DHS that the function, characteristics, performance and endurance shall be equal or superior to the original Services or deliverables specified. DHS will not unreasonably withhold the approval of alternates or substitutes under this section.

INSURANCE RESPONSIBILITY

The Contractor shall maintain the following insurance coverage:

a) Worker’s compensation insurance, as required by Wis. Stat. ch. 102 or applicable state law where contracted personnel are employed, for Contractor’s contracted personnel engaged in work performed under this Contract;

b) As the employer of the contracted personnel, Contractor shall fund an account with the Wisconsin unemployment reserve fund or, if the Contractor employs contracted personnel to work under this Contract in another state, the reserve fund in the state where the contracted employees are employed, as required by applicable statutes and regulations;

c) 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

d) 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.

The Contractor shall maintain a Certificate of Insurance, showing up-to-date coverage, and shall be made available to DHS upon request.

WARRANTY AND LIENS

The Contractor warrants and represents that all deliverables ordered under this Contract are free and clear of all liens, claims or encumbrances of any kind.

Deliverables 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 DHS.

Deliverables delivered under this Contract may be subject to inspection and testing upon receipt.

The Contractor warrants that the deliverables 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. Deliverables offered must be new and unused and of the latest model or manufacture, unless otherwise specified by DHS. Items shall be equal in quality and performance to the standards indicated herein. Deliverables delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense. Contractor shall assign to DHS its right to recover under any warranties applicable to the deliverables offered.

CONFLICT OF INTEREST

Contractor represents and warrants the following: That Contractor has no business, professional, personal, or other interest, including, but not limited to, the representation of other clients, that would conflict in any manner or degree with the performance of its obligations under this Contract.

19.1. Notice of Potential Conflict

If any such actual or potential conflict of interest arises under this Contract, Contractor shall immediately inform DHS in writing of such conflict. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant information.

If any such actual or potential conflict of interest is identified by DHS under this Contract, DHS shall immediately inform the Contractor in writing of such conflict and request a full investigation. A request for investigation must include a written disclosure that contains, but is not limited to, identification of all persons implicated and a complete description of all relevant information.

If any such actual or potential conflict of interest is identified by either DHS or the Contractor, a final determination will be made, at the sole discretion of DHS, as to whether a conflict exists, and, if so, what mitigation activities shall be taken.

Additionally, if either DHS or the Contractor identifies required work functions that present an actual or potential conflict of interest internally to the Contractor and/or externally to DHS, the Contractor shall immediately make full written disclosure of such facts to DHS. Full written disclosure shall include, but will not be limited to, identification of all persons implicated, a complete description of all relevant information and a potential resolution of the conflict describing assurance that the required work functions will not pose additional conflicts on an ongoing basis.

OWNERSHIP RIGHTS

Unless an ownership interest is granted or reserved in this Contract, a State Purchase Order issued under this

Contract shall allow DHS 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 DHS as part of the performance of the Contract.

Notwithstanding anything in this Agreement, DHS acknowledges and agrees that FEI shall own all right, title, and interest in and to FEI Pre-Existing Works (as defined herein) including any related patent, copyright, trademark, trade secret, and other intellectual property and proprietary rights. In the event that any FEI Pre-Existing Works are incorporated into any deliverable by FEI, then FEI hereby grants to DHS a limited, non-exclusive, non-sublicensable, license to use the FEI Pre-Existing Works in connection with the applicable deliverables for the duration of the term of this Agreement. “FEI Pre-Existing Works” shall mean any and all pre-existing works that are owned by or developed independently by or funded by the FEI or its suppliers (including without limitation, in the future) prior to, or contemporaneous with, inclusion as a part of any deliverable hereunder.

CONFIDENTIAL, PROPRIETARY, AND PERSONALLY IDENTIFIABLE INFORMATION

In connection with the performance of the work prescribed in this Contract, it may be necessary for DHS to disclose to Contractor certain information that is considered to be confidential, proprietary, or containing Personally

Identifiable Information (Confidential Information). 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. The Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents who have a business-related need to have access to such Confidential 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 the Confidential Information while in its possession or control including transportation, whether physically or electronically.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential

Information shall be reproduced by the Contractor on any reproduction, modification, or translation of such

Confidential Information. If requested by DHS, the Contractor shall 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 DHS, as directed.

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

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 of their 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 restrictions herein.

Reporting to DHS: Contractor shall immediately report within five (5) business…