4410 Contract.pdf

State of Wisconsin

Department of Corrections

Scott Walker Governor

Edward F Wall Secretary

Mailing Address

3099 E. Washington Ave.

Post Office Box 7991

Madison, WI 53707-7991

Telephone (608) 240-5571

Fax (608) 240-3342

C O N T R A C T

Services/ Commodity: Inmate Kiosk Services for the Department of Corrections Division of Adult Institutions

Contract Period: The contract shall commence and be effective as of the date when all parties hereto have affixed their respective signatures below and shall continue in effect for a period of two years from the date of the first purchase order off of this contract (with three possible one-year renewal options by mutual agreement between the Contractor and the Department of Corrections)

Reference Number: RFP CS-4410

Contract Number: C-4410

I. DEFINITIONS:

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

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

Conditions.

Contractor: Successful vendor or provider awarded the contract.

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

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

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

DJC: Division of Juvenile Corrections, operates one juvenile correctional institution and supervises some delinquent youth in the community with administrative offices at DOC Central Offices, 3099 E Washington Ave., Madison, WI 53704.

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

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

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

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

State: State of Wisconsin.

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

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

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

DocuSign Envelope ID: BA34712A-2663-44E7-9E3C-3D0A03E4B74C

II. PARTIES TO THE CONTRACT

A. This contractual agreement ( “contract”) is entered into for the period March 1, 2015 through February 28, 2017 by and between the State of Wisconsin Department of Corrections, whose principal business address is 3099

East Washington Ave., P.O. Box 7925, Madison, WI 53707-7925, (the “DOC”), and Keefe Commissary

Network (KCN), L.L.C., whose principal business address is 10880 Linpage Place, St Louis, MO 63132, (the

“Contractor”).

B. The DOC employee responsible for administration of this contract will be John Paquin, Deputy Division

Administrator-Division of Adult Institutions, (“Contract Administrator”) whose principal business address is

3099 East Washington Ave., P.O. Box 7925, Madison, WI 53707-7925. In the event that the Contract

Administrator is unable to administer this agreement, DOC will contact the Contractor and designate a new

Contract Administrator.

III. CONTRACT AUTHORITY

This contract is entered under the authority of Wis. Stat. sec. 16.75 and Wis. Admin. Code Chapter 10.

IV. STATEMENT OF DELIVERABLES

A. The Contractor will deliver Inmate Kiosk Services to be delivered at all DAI institutions as per specifications in the Request for Bid/Proposal CS-4110, which solicited competition for the Service/Commodity that are the subject of this contract. The Contractor's written Proposal dated May 20, 2014, in response thereto, both of which are incorporated into this contract by reference. Also included are vendor responses to questions dated

June 11, 2014, and the Best and Final Offer (BAFO) response dated June 30, 2014.

B. This contract details the timeline for providing inmate kiosk services will become part of this contract via contract addendums as the schedule for deliverables is negotiated and agreed upon between KCN and DOC.

V. CONTRACT DOCUMENTS

Form DOA-3054 (“Standard Terms and Conditions”) and Form DOA-3681 (“Supplemental Standard Terms and Conditions for Procurement of Services”) are incorporated into this contract by reference. To the extent that any term or condition set forth in either Form DOA-3054 or Form DOA-3681 differs or conflicts with this contract, the term, condition, or contract provision determined by the DOC to be the more favorable to the DOC in any given situation shall govern and control. Copies of Forms DOA-3054 and DOA-3681 are available upon request from the DOC or the State of Wisconsin Bureau of Procurement.

VI. CONTRACT REVISIONS / ADDENDUMS

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

VII. GENERAL SERVICE PROVISIONS

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

Act. Contractors may obtain information on the Americans with Disability Act by contacting the Director, Office of Diversity and Employee Services, Wisconsin Department of Corrections, 3099 E. Washington Ave., P.O. Box 7925, Madison, WI 53707.

B. Contractor may not subcontract, refer to outside/community resources, or assign any part or obligations of this contract without the prior written consent of DOC. If DOC approves, Contractor is responsible for having subcontracts in place to provide services to the subcontracted agencies under this contract. Contractor retains responsibility for fulfillment of all terms and conditions of this contract when it enters into subcontractual agreements.

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

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

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

F. Contractor guarantees that the sale or use of any software utilized in the provision of services required under this Contract will not infringe any patent or copyright. The Contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe on any United

States patent. Contractor covenants that it will, at its own expense, defend every suit which shall be brought against DOC (provided that Contractor is promptly notified of such suit, and all papers therein are delivered to

it) for any alleged infringement of any patent or copyright by reason of the sale or use of such article or software, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

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

H. The parties hereto agree that 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 DOC.

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

I. Any and all notices or other communications necessary or desirable to be given hereunder will be deemed given and received when emailed to the following persons:

(i) If to DOC –

Contract Administrator: John Paquin

Email: John.Paquin@wisconsin.gov

Contract Manager: Cynda Solberg

Email: Cynda.Solberg@wisconsion.gov

(ii) If to Contractor–

Account Manager: Jacque Woosley

Email: jwoosley@keefegroup.com

Group Vice President: Steve Busch

Email: sbusch@keefegroup.com

VIII. PAYMENT TERMS AND INVOICING

A. Contractor will be paid for Kiosk Services via the Inmate Trust accounts at each institution/center. DOC shall initiate payment to Contractor upon receipt of an accurate and complete invoice. The Contractor shall submit invoices showing the inmate name and number, amount of transactions, and dollar value of the transactions.

DocuSign Envelope ID: BA34712A-2663-44E7-9E3C-3D0A03E4B74C mailto:John.Paquin@wisconsin.gov mailto:Cynda.Solberg@wisconsion.gov mailto:jwoosley@keefegroup.com mailto:sbusch@keefegroup.com

Any commissions on transactions should also be noted on the invoice. The invoice should be submitted on a schedule mutually agreed upon between KCN and DOC.

B. If for any reason the DOC is dissatisfied with the quality of the kiosk services the DOC may, at DOC’s sole discretion, provide written notice to the Contractor of the deficiency. If the Contractor fails to correct the deficiency by the identified date, the DOC may, at DOC’s sole discretion, withhold funds under this contract.

Nothing set forth herein shall prevent or prohibit the DOC from availing Contractor of other legal or equitable remedies.

C. No service is to be provided until a notice to proceed has been given from DOC to KCN.

IX. REPORTING AND AUDITING

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

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

B. DOC may require, at its discretion, that Contractor provide an audit covering all DOC funds paid pursuant to the contract. In the event that Contractor fails to comply with a DOC audit request, including all follow-up requests for information pertaining to said audit, DOC reserves the right to conduct an independent audit and

DOC’s costs for completing the same will be charged back to Contractor. Contractor agrees to retain and make available to DOC all program and fiscal records until the audit and, if necessary, subsequent audit resolution processes have been completed.

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

D. Contractor agrees to provide reports to DOC as requested. Reports may include, but are not limited to, total sales reports, totals by institution, email monitoring information, commission information, average time per transactions, downtime/system error report, and other reports as requested by DOC.

X. RECORDS

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

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

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

XI. INSURANCE RESPONSIBILITY

Contractor must compile with the insurance requirements as set forth in RFP CS-4110. DOC reserves the right to increase insurance minimums as need through the life of the contract via a written notice to the Contractor.

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

XII. EMPLOYMENT OF CURRENT OFFENDERS AND EMPLOYMENT AND RETENTION OF

INDIVIDUALS ARRESTED, CHARGED OR CONVICTED OF CRIMINAL OFFENSES.

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

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

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

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

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

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

and

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

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

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

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

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

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

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

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

XIII. FRATERNIZATION

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

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

Contract Administrator.

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

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

C. Contractor shall also agree to have a written policy which prohibits Contractor’s employees from engaging in any sexual contact or sexual intercourse with offenders under the custody and control of the Department of Corrections. The policy must be substantially equivalent to the Department of Corrections’ policy as expressed in Executive Directive 16-A, August 2006. A copy of Executive Directive 16-A may also be obtained from the Contractor Administrator.

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

XIV. FAITH-BASED ORGANIZATIONS

A. A faith-based organization is eligible to be a Contractor on the same basis as any other private organization. If

Contractor is a faith-based organization it shall retain its independence from the State of Wisconsin, including without limitation Contractor’s control over the definition, development, practice, and expression of its religious beliefs. Except as otherwise provided by state or federal law, DOC shall not interpret this Contract to require a faith-based organization to alter its form of internal governance or remove religious art, icons, scriptures, or other symbols.

B. A religious organization does not, by contracting with the State of Wisconsin, lose the exemption provided under Section 702 of the Civil Rights Act (42 U.S.C. 2000e-1(a)) regarding its employment practices.

Furthermore, if a faith-based organization segregates the government funds provided under the contract, then only the financial assistance provided by these funds will be subject to audit.

C. Neither DOC’s selection of a faith-based Contractor to provide the Services described herein nor the expenditure of funds under this contract is an endorsement of the Contractor’s religious character, practices, or expression. The purpose of this contract is the provision of Services; none of DOC’s expenditures have as their objective the funding of sectarian worship, instruction, or proselytization. As such, a faith-based Contractor of

Non-secular Services under this contract shall post at its place(s) of business the following written notice and personally apprise all assisted offenders of the same unless its programming is exclusively secular and it does not display conspicuous symbols of its religious character, practices, or expression:

Neither the State of Wisconsin’s selection of a faith-based Contractor of services nor the expenditure of funds under any contract with said

Contractor is an endorsement of that Contractor’s religious character, practices, or expression. No Contractor of services may discriminate against you on the basis of religion, a religious belief, or your refusal to actively participate in a religious practice. If you object to a particular

Contractor because of its religious character, you may request assignment to a different non-sectarian Contractor by contacting your

Agent.

XV. TERMINATION / CANCELLATION:

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

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

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

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

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

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

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

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

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

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

DOC.

XVI. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

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

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

State of Wisconsin standard terms and conditions

Final Signed contract including amendments

Official State of Wisconsin Purchase Order

Statement of Deliverables

Contractor’s written proposal document CS-4110

State of Wisconsin Request for Proposal, including demonstration material and BAFO

XX. CONCEALED CARRY

Contractor is prohibited under Executive Directive 80, signed October 31, 2011, from possession of any weapon by

Contractor's employees while providing services to DOC offenders.

Contractor will prohibit firearms/weapons in any owned, leased/rented, or available location in which program services are provided for DOC. Signs shall be posted at every public entrance. Each sign must be at least five inches by seven inches state the restriction on carrying a firearm, and inform people that weapons or firearms are prohibited. Sample signage will be available through the Contract Administrator.

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

Contractor's Authorized Representative Date

Name :

Title :

DOC Contract Administrator / Manager Date

Name: John Paquin

Title : DAI Deputy Administrator

Edward F. Wall, Secretary Date

WI Department of Corrections

March 4, 2015

Steve Busch

Group Vice President

June 4, 2015

June 4, 2015 https://trust.docusign.com https://trust.docusign.com https://trust.docusign.com