4716_InterAct_Contract_Shell_-_Final.pdf

Contract No 410040-M15-JRL4716-RFP-01 Page 1 of 4

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: Youth Management Information System Services for the Department of Corrections

Division of Juvenile Corrections.

Contract Period: The Contract shall commence and be effective as of the date which corresponds with the first date of billable service and shall continue in effect for a period of two years from that date (with eight possible 1-year renewal options by mutual agreement between the Contractor and the Department of Corrections).

Reference Number: CS-4716

Contract Number: 410040-M15-JRL4716-RFP-01

I. DEFINITIONS:

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

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

Conditions.

Contractor: Successful vendor or provider awarded the Contract.

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

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

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

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

E Washington Ave., Madison, WI 53704.

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

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

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

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

State: State of Wisconsin.

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

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

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

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II. PARTIES TO THE CONTRACT

A. This contractual agreement ( “Contract”) is entered into for the period starting with commencement of the contract which corresponds with the first date of billable service through ten years, which ten year period begins on Go-Live as defined in the InterAct Master Subscription Services Agreement, 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 Colossus, Incorporated dba InterAct Public Safety

Systems, a North Carolina Corporation, whose principal business address is 102 West Third Street, Suite 750, Winston-Salem, NC 27101 (the “Contractor”).

B. The DOC employee responsible for administration of this Contract will be Katherine Herrem, Director of Office of Budget and Programs, (“Contract Administrator”) whose principal business address is 3099 East Washington

Ave, Madison, WI 53704. In the event that the Contract Administrator is unable to administer this agreement, DOC will contact Contractor and designate a new Contract Administrator.

III. CONTRACT AUTHORITY

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

IV. 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.

V. CONTRACT REVISIONS / ADDENDUMS

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

VI. 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 service 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. Notwithstanding the foregoing, however, a Contractor shall have the right to assign this Contract to its affiliate, subsidiary or an entity that purchases all or substantially all of its assets as a result of a merger, sale of equity interest or otherwise, provided that the entity agrees in writing to be bound by the terms of this

Agreement, and provided that such assignment shall not release the Contractor from its obligations hereunder. If

Contractor exercises that right, Contractor must provide the DOC with a minimum a ninety (90) day notice of its intent to assign the contract. DOC reserves it right to termination.

C. 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.

D. 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.

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E. Contractor guarantees that the use of any software pursuant to the terms of the InterAct Master Subscription

Services Agreement and as 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 if a lawsuit is brought against DOC claiming the articles described herein infringe a U.S. copyright or patent or misappropriates a third party trade secret, Contractor will defend the DOC in the lawsuit at Contractor's expense, and Contractor will pay the damages and costs finally awarded against the DOC or agreed upon in settlement in the action, but only if: (i) the DOC notifies Contractor in writing promptly upon learning that a claim may be asserted, but in any case not later than five (5) days after the DOC receives notice of such lawsuit; (ii) the DOC grants Contractor sole control over the defense of the claim and any negotiation for its settlement or compromise; (iii) the DOC accepts any remedial actions provided by Contractor as further provided herein; and

(iv) the DOC provides assistance as Contractor reasonably requests. Contractor’s obligation to indemnify and save the DOC harmless under this Section is void if the claim of infringement arises out of or in connection with any modification made to the articles described herein or any use of the articles described herein not specifically authorized in writing by InterAct.

F. DOC has full ownership, rights, and interest in and to DOC data. Contractors are prohibited from responding to legal or legislative matters as a representative of DOC. All legal or legislative inquires requiring a response by

DOC are to be referred to DOC Secretary’s Office in a timely manner for an appropriate response.

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

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

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

(i) If to DOC

Department of Corrections, DOC

Contract Administrator: Katherine Herrem

Facsimile number: 608-240-3371

(ii) If to Contractor–

Attention: General Counsel

Company: InterAct

Facsimile number: 866-368-8602

VII. RECORDS

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

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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, hereinafter referred to as an “Audit”. Such Audit will be at the DOC’s sole expense with reasonable advance notice given to the Contractor to ensure adequate personnel are available to assist with such Audit.

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

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

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

VIII. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

This section supersedes section 7.20 of the RFP document.

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

InterAct Master Subscription Services Agreement

InterAct Statement of Work

Department of Corrections Business Associate Agreement

Official State of Wisconsin Purchase Order

InterAct’s proposal to CS-4716 dated 12/16/2014

State of Wisconsin Request for Proposal, including any amendments

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 Date

Name: Katherine Herrem

Title : Director, Office of Budget and Programs

Edward F. Wall, Secretary Date

WI Department of Corrections

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Executive Vice President

December 23, 2015

Jeff Pugh

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December 23, 2015

December 28, 2015