6616 Contract Inmate Canteen and BSI Fulfillment .doc.pdf

Contract Number: 410004-M19-CKS6616-RFP-01 Page 1 of 3

C O N T R A C T

Services/ Commodity: Contracted Canteen and BSI Bulk Fulfilment for the Department of

Corrections

Reference Number: CKS-6616

Contract Number: 410004-M19-CKS6616-RFP-01

I. PARTIES TO THE CONTRACT

A. This contractual agreement is between the State of Wisconsin, Department of Corrections (DOC), whose principal business address is 3099 East Washington Ave., P.O. Box 7925, Madison, WI 53707-7925, and

Union Supply Group, Inc. (Union), whose principal business address is 2301 East Pacifica Place, Rancho

Dominguez, CA 90220 (Contractor).

B. The DOC Contract Administrator for this contract will be Charles Brown and the Contract Managers will be

Cynda Solberg, Bureau of Fiscal and Administrative Services Director and Rebecca Hoefs, Purchasing Director.

DOC will notify the Contractor as soon as possible if the Contract Administrator and/or Contract Managers assigned to this contract where to change.

II. CONTRACT TERM

A. This contractual agreement (“Contract”) shall be in effect upon the date of signature. The contract term will commence upon successful implementation of canteen services at all DOC locations designated in this contract, including the BSI fulfillment center. Notice of the date of the term start will be given at the time that implementation is complete. The initial contract will be for one year, with four optional renewals, for a maximum of five year from the contract term start date.

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

A. The Contractor will provide canteen services, bulk items to the BSI fulfillment center, and the ordering system for BSI as per the terms of RFP CKS-6616.

B. The Contractor's proposal response, dated March 27, 2018 is incorporated into this Contract by reference. In addition, the Contractor’s written response to questions asked as part of the RFP vendor presentation process, and any additional materials presented at the vendor presentation, information/materials provided at any pre-contract or post-contract meetings, or any information/agreements provided via email to DOC are incorporated into this contract by reference.

C. Any future Statement of Deliverables, Addendums, or other agreed upon terms will be incorporated into this contract at the time of acceptance by both parties.

D. State of Wisconsin Standard Terms and Conditions and any/all other documents referred to in RFP CKS-6616.

V. GENERAL SERVICE PROVISIONS

A. 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. The Contractor consents to personal jurisdiction in the State of Wisconsin. The venue for any action hereunder shall be in Dane

County, Wisconsin.

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

C. 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.

D. The Contractor is 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.

E. The Contractor agrees to inform DOC within three (3) working days of any inquiry from outside entities. 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 services provided to the extent allowed by confidentiality requirements. Note: this does not include contact from outside parties such as inmates or inmate friends/family that is in regards to such things such as inmate orders or inmate credits.

F. 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. The

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.

G. Any and all notices or other communications necessary or desirable shall be sent to the parties below by email:

(i) If to DOC –

Department of Corrections, DOC

Contract Administrator: Charles Brown

Telephone number: (920) 948-3841

Email address: Charles.Brown@wisconsin.gov

Contract Managers: Cynda Solberg and Rebecca Hoefs

Telephone number: (608) 240-5581 and 608-240-5574

Email: Cynda.Solberg@wisconsin.gov and Rebecca.Hoefs@wisconsin.gov

(ii) If to Contractor-

Attention: LD Hay, Executive Vice President

Company: Union Supply Group, Inc.

Telephone number: (310) 604-4642

Email address: LDHay@unionsupplygroup.com

VI. RECORDS

A. The 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. The Contractor will allow inspection of records, 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. The Contractor agrees to retain and make available to DOC all fiscal records and make available for any audit(s), including any subsequent audit resolution processes.

DocuSign Envelope ID: 33FFE4AA-EE52-4DDC-AD90-A4355EE60775 mailto:Charles.Brown@wisconsin.gov mailto:Cynda.Solberg@wisconsin.gov mailto:Rebecca.Hoefs@wisconsin.gov

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D. The Contractor agrees to have a written policy on confidential destruction of any records related to this Contract that are deemed to contain confidential information.

VII. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

A. The contents of this contract (including all attachments) and the proposal of the successful proposer, 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

Statement of Deliverables which will be developed after contract is signed

Union Supply’s written RFP proposal document

State of Wisconsin Request for Proposal, including any amendments; presentations, meeting notes, and

Union Supply’s responses to RFP questions, exhibits, presentation materials, and any other material presented as part of the RFP process.

Other exhibits/attachments and agreed upon terms as documented

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

Contract.

LD Hay Date

Executive Vice President

Cathy A. Jess, Secretary Date

WI Department of Corrections

DocuSign Envelope ID: 33FFE4AA-EE52-4DDC-AD90-A4355EE60775

12/19/2018

12/19/2018