6182 Amendment No. 1 03162020 - WIS DVA.DOCX.pdf

7312 Parkway Dr. S., Hanover, MD 21076

AMENDMENT NO. 1 TO Contractor MSP Terms and Conditions Agreement

THIS AMENDMENT NO. 1 TO Contractor MSP Terms and Conditions Agreement (this “Amendment”) is entered into as of March 31st, 2020 (the “Amendment Effective Date”) to modify and amend the Contractor MSP Terms and

Conditions Agreement, dated March 5, 2019 (the “Agreement”) between Allegis Global Solutions, Inc. (“AGS”) and

State of Wisconsin, Department of Corrections (“Wisconsin DOC” or the “DOC”) (each a “Party” and collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties desire to amend the terms and condition of the Agreement as set forth below.

NOW, THEREFORE, in consideration of the representations, warranties, and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Except as defined herein or otherwise required by the context herein, all capitalized terms used in this Amendment have the meaning set forth in the Agreement.

2. The Payment Terms and Invoicing section of Schedule D is hereby deleted in its entirety from the Agreement and replaced with the following:

PAYMENT TERMS AND INVOICING

Contractor must agree that all invoices shall reflect the contracted prices.

The DOC shall meet a statutory mandate to pay invoices within 30 days of receipt of invoice for services, whichever is later. Contractor shall provide a single itemized invoice on a weekly basis.

DOC verifies invoiced amounts are correct as per the Contract. Only properly submitted invoices will be processed for payment. Prompt payment requires contractor invoices be clear and complete in conformity with the instructions below. Invoice structure shall be mutually agreed upon, and may include, but not be limited to the following:

Contractor name

Remit to address

Purchase order number

Charges in the same format as the terms of the contract

Itemized invoice shall include:

o Contracted personnel name and position title o Location where services provided o Dates services provided o Worked hours o Bill rate o Invoice total by contractor and Participating Agency

The original invoice may be required to be sent to:

DOCDAICentralBusinessOffice@wisconsin.gov

DocuSign Envelope ID: 8AB6F761-2F08-4F7A-8A71-38403C96760F ftp://to:_DOCDAICentralBusinessOffice@wisconsin.gov/

The Department of Health Services (DHS) and Wisconsin Department of Veterans

Affairs have the ability to contract for nursing staff by piggybacking on the DOC contract. If DOC authorizes in scope services over and above what is specified in the contract, the agreement must be in writing and must be approved by the Contract

Administrator prior to the additional services being performed. Any invoices for piggybacking will be sent to the site using the services. Additional classifications for positions contemplated by this agreement may require additional rates, which will fall under the scope of piggybacking and will be mutually agreed upon in writing.

Services requested via piggybacking will be billed directly to location and may use paper timekeeping invoice process in lieu of or until electronic timekeeping invoice process is set-up.

When applicable, no contractual vacancy may be filled until an official State of

Wisconsin Purchase Order is issued by DOC to contractor. When applicable, when there is more than one State fiscal year (July 1 through June 30) or a portion of a fiscal year in the contract period, a separate purchase order will be issued for each fiscal year in accordance with Department policy.

DOC requires that a position be scheduled within 30 days of the request being made. If the contractor cannot provide a position within this timeframe, the contract would allow

DOC to go outside of the contract to meet this request, as long as the DOC makes best efforts to suggest to the outside supplier to become a contractor supplier.

3. Miscellaneous. Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect. In the event that any terms or conditions contained herein are inconsistent or in conflict with the terms and conditions set forth in the Agreement, the terms and conditions set forth in this Amendment shall control. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which will constitute one and the same instrument. This Amendment together with the Agreement constitutes the entire agreement between such Parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the Parties with regard to the transactions contemplated herein. From the date hereof, any reference to the Agreement shall be deemed to refer to the Agreement as amended by this Amendment.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Amendment as of the Amendment Effective Date.

STATE OF WISCONSIN, DEPARTMENT OF CORRECTIONS ALLEGIS GLOBAL SOLUTIONS, INC

By: By:

Name: Name:

Title: Title:

Date: Date:

DocuSign Envelope ID: 8AB6F761-2F08-4F7A-8A71-38403C96760F

Secretary

4/2/2020

Kevin A. Carr Erika Hall

4/3/2020

Regional Controller

AMENDMENT NO. 1 TO Contractor MSP Terms and Conditions Agreement