7478 Union Supply Contract Personal Property Items COMBINED.pdf

WISCONSIN DEPARTMENT OF CORRECTIONS

Governor Tony Evers / Secretary Kevin A. Carr

3099 E. Washington Ave. PO Box 7925 Madison, WI 53707 Phone: (608) 240-5000 doc.wi.gov

C O N T R A C T

Services/ Commodity: Personal Property Items

Contract Period: The Contract shall commence and be effective for the period of 10/1/2021 – 9/30/2022 with four 1-year renewal options by mutual agreement between the Contractor and the

Department of Corrections.

Reference Number: RFP RLH-7478

Contract Number: 410014-M21-RLH7478-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 two juvenile correctional institutions 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.

PIOC: Person in Our Care

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.

II. RELATIONSHIP BETWEEN PARTIES

A. This contractual agreement (“Contract”) is entered into for the period of 10/1/2021 – 9/30/2022 with four 1-year renewal options by mutual agreement 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 Union Supply Group, Inc., whose principal business address is 2500 Regent Boulevard, P.O. Box 619058, Dallas, TX 75261-9058 (the “Contractor”).

B. The DOC Contract Administrators for this contract will be Yana Pusich and Sandi Maguire-Petke and the Contract Manager will be Rebecca Hoefs, Purchasing Director. DOC will notify the Contractor as soon as possible if the Contract

Administrators and/or Contract Manager assigned to this contract were to change.

DocuSign Envelope ID: D329177E-7E2D-4750-86C0-AAF48F8626D0

Contract # 410014-M21-RLH7478-RFP-01

III. CONTRACT AUTHORITY

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

IV. STATEMENT OF DELIVERABLES

The Contractor will deliver Personal Property Items per the details specified in Exhibit A which is attached hereto and incorporated herein by reference.

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. CONTRACT SCOPE

The Contractor will provide Personal Property Items per the terms of this Contract as defined in the original solicitation, RFP

RLH-7478 and subject to the forms, attachments, and exhibits in Section 9.0 of the RFP as well as applicable law, including

Wis. Admin. Code DOC Chapter 309. Any services provided outside the terms of the Contract will be considered “out of scope”. DOC will only pay for services within the scope of this 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 Administrators prior to the additional services being performed. Any invoices sent to DOC for services not covered by the Contract will be denied for payment.

VIII. GENERAL SERVICE PROVISIONS

A. 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.

B. 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-law’s 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.

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.

E. 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.

F. 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 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 the 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 shall be sent to the parties below by email:

(i) If to DOC:

Department of Corrections, DOC

Contract Administrators: Yana Pusich and Sandi Maguire-Petke

Telephone number: (920) 324-7232 or (715) 644-2960 ext. 3720

Email address: Yana.Pusich@wisconsin.gov or Sandi.MaguirePetke@wisconsin.gov

Contract Manager: Rebecca Hoefs

Telephone number: (608) 240-5574

Email address: Rebecca.Hoefs@wisconsin.gov

(ii) If to Contractor–

Union Supply Group, Inc.

Contact: Ashley Lear and Alexandra Martin

Telephone number: (614) 662-9008 or (614) 662-9004

Email address: ALear@unionsupplygroup.com or AMartin@unionsupplygroup.com

IX. 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.

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

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

X. CONFIDENTIALITY

A. All confidential health, mental health, drug and alcohol information or educational information reviewed and collected in connection with this contract shall be handled by the Contractor in a manner consistent with the applicable state and federal confidentiality laws.

B. Contractor acknowledges that some of the data and documentation it may become privy to in the performance of this contract is of a confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subContractors do not disseminate such confidential information without the Purchaser’s prior permission and in a manner that complies with all applicable confidentiality laws and requirements.

C. Contractor or its employees may have direct or indirect contact with offenders, staff, or other parties. All services provided to offenders are confidential in nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subContractors do not disseminate such confidential information, including but not limited to identity of offenders or services being received. Contractor must have a policy regarding ethics and confidentiality for their staff to follow.

DocuSign Envelope ID: D329177E-7E2D-4750-86C0-AAF48F8626D0 mailto:Yana.Pusich@wisconsin.gov mailto:Sandi.MaguirePetke@wisconsin.gov mailto:Rebecca.Hoefs@wisconsin.gov mailto:ALear@unionsupplygroup.com mailto:AMartin@unionsupplygroup.com

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

E. Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the manufacturer's, proposer's, or distributor's whereby Contractor or any Contractor's personnel may gain access while engaged by the State or while on State premises.

F. 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 Contractor's 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 confidentiality restrictions herein.

XI INDEMNIFICATION

To the extent authorized by Wisconsin law and subject to the limitations of § 893.82 and § 895.46, Wis. Stats., each party agrees that it shall be responsible for any loss or expense (including costs and attorney’s fees) arising from or incidental to the act or omission of its respective officers, officials, agents, or employees in performing work under this contract.

XII 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:

Final Signed Contract including amendments and the State of Wisconsin standard terms and conditions

BAA and QSO

Exhibit A - Statement of Deliverables

Exhibit B – Final Wisconsin Property & Hobby Program – Facility Delivery Schedule

Union Supply Group, Inc. proposal document

State of Wisconsin Request for Proposal and all listed forms, attachments, and exhibits from Section 9.0, including any amendments and DOC Rider;

Other exhibits/attachments

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

Contractor's Authorized Representative Date

Kevin A. Carr, Secretary Date

WI Department of Corrections

DocuSign Envelope ID: D329177E-7E2D-4750-86C0-AAF48F8626D0

7/1/2021

7/8/2021

Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3054 (R 03/2019)

Standard Terms and Conditions (Request for Bids / Proposals)

1.0 SPECIFICATIONS: The specifications in this request are

the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and excep-

tions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letter-head, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifica-tions and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all

material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.0 QUANTITIES: The quantities shown on this request are

based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs.

5.0 DELIVERY: Deliveries shall be F.O.B. destination freight

prepaid and included unless otherwise specified.

6.0 PRICING AND DISCOUNT: The State of Wisconsin quali-

fies for governmental discounts and its educational institu-tions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract

shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 Prices established in continuing agreements and

term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award.

Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase and shall be limited to fully documented cost increases to the contractor which are demonstrated to be indus-trywide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

6.3 In determination of award, discounts for early

payment will only be considered when all other con-ditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

7.0 UNFAIR SALES ACT: Prices quoted to the State of

Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin

reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest

responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing

cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of

Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

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.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are

exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel.

However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors perform-ing construction activities are required to pay state use tax on the cost of materials.

13.0 GUARANTEED DELIVERY: Failure of the contractor to

adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs.

14.0 ENTIRE AGREEMENT: These Standard Terms and

Conditions shall apply to any contract or order awarded as a result of this request except where special requirements

DOA-3054

are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attach-ments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority.

15.0 APPLICABLE LAW AND COMPLIANCE: This contract

shall be governed under the laws of the State of Wisconsin.

The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State

of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser).

Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

17.0 ASSIGNMENT: No right or duty in whole or in part of the

contractor under this contract may be assigned or dele-gated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certi-

fied under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In

connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis.

Stats., sexual orientation as defined in s. 111.32(13m), Wis.

Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren-ticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over fifty thousand dollars

($50,000) require the submission of a written affirmative action plan by the contractor. An exemp-tion occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employ-ment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

19.3 Failure to comply with the conditions of this clause

may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

19.4 Pursuant to s. 16.75(10p), Wis. Stats., contractor

agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

19.5 Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

20.0 PATENT INFRINGEMENT: 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 any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recov-erable in any such suit.

21.0 SAFETY REQUIREMENTS: All materials, equipment, and

supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

22.0 WARRANTY: Unless otherwise specifically stated by the

bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

23.0 INSURANCE RESPONSIBILITY: The contractor perform-

ing services for the State of Wisconsin shall:

23.1 Maintain worker's compensation insurance as

required by Wisconsin Statutes, for all employees engaged in the work.

23.2 Maintain commercial liability, bodily injury and prop-

erty damage insurance against any claim(s) which might occur in carrying out this agreement/contract.

Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

23.3 The state reserves the right to require higher or lower

limits where warranted.

24.0 CANCELLATION: The State of Wisconsin reserves the

right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifica-tions of this contract.

25.0 VENDOR TAX DELINQUENCY: Vendors who have a

delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

26.0 PUBLIC RECORDS ACCESS: It is the intention of the

state to maintain an open and public process in the solicita-tion, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

27.0 PROPRIETARY INFORMATION: Any restrictions on the

use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted.

However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation

provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, docu-mentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to

this request that the vendor considers confidential and proprietary information, and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Informa-tion form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis.

Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appro-priate disclosure is made according to s. 19.45(6), Wis.

Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain

University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

29.0 RECYCLED MATERIALS: The State of Wisconsin is

required to purchase products incorporating recycled mate-rials whenever technically and economically feasible.

Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an

order(s) resulting from this award(s) is a hazardous chemi-cal, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES:

Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state offi-cial or employee for commercial promotion is prohibited.

News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin.

Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

32.0 HOLD HARMLESS: The contractor will indemnify and

save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

33.0 FOREIGN CORPORATION: A foreign corporation (any

corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

34.0 WORK CENTER PROGRAM: The successful

bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat.

This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

35.0 FORCE MAJEURE: Neither party shall be in default by

reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

State of Wisconsin Department of Administration Division of Enterprise Operations

DOA-3681 (1/2017)

ss. 16, 19 and 51, Wis. Stats.

State Bureau of Procurement 101 East Wilson Street, 6th Floor

Post Office Box 7867 Madison, WI 53707-7867

FAX (608) 267-0600

http://vendornet.state.wi.us

Supplemental Standard Terms and Conditions for Procurements for Services

1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The con-

tents of the bid/proposal of the successful contractor will become contractual obligations if procurement action ensues.

2.0 CERTIFICATION OF INDEPENDENT PRICE

DETERMINATION: By signing this bid/proposal, the bidder/proposer certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organi-zation, that in connection with this procurement:

2.1 The prices in this bid/proposal have been arrived at

independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder/proposer or with any competitor;

2.2 Unless otherwise required by law, the prices which

have been quoted in this bid/proposal have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the

bidder/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition.

2.4 Each person signing this bid/proposal certifies that:

He/she is the person in the bidder's/proposer's organi-zation responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through

2.3 above, and as their agent does hereby so certify;

and he/she has not participated, and will not partici-pate, in any action contrary to 2.1 through 2.3 above.

3.0 DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

3.1 Prior to award of any contract, a potential contractor

shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor and another person or organization that constitutes a conflict of interest with respect to a state contract. The Department of Administration may waive this provision, in writing, if those activities of the potential contractor will not be adverse to the interests of the state.

3.2 Contractors shall agree as part of the contract for

services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

4.0 DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits

an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

5.0 EMPLOYMENT: The contractor will not engage the services

of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the contracting agency.

6.0 CONFLICT OF INTEREST: Private and non-profit corpora-

tions are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

7.0 RECORDKEEPING AND RECORD RETENTION: The

contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/proposal held by the contractor.

It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

8.0 INDEPENDENT CAPACITY OF CONTRACTOR: The parties

hereto agree that the contractor, its officers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor 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 the state.

DEPARTMENT OF CORRECTIONS State of Wisconsin

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“Agreement”) is made between the Wisconsin

Department of Corrections (“Covered Entity”) and Union Supply Group, Inc.

(“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 services, activities, and functions provided by Union Supply

Group, Inc. to DOC in relation to the parties’ agreement identified as 410014-M21-RLH7478-RFP-01 (“Underlying Contract.”)

This Agreement is effective between the Covered Entity and Business Associate beginning on the date when all parties affixed their respective signatures to

Underlying Contract and terminates any prior existing Business Associate

Agreements between the two parties.

The Covered Entity and Business Associate agree to modify the Underlying Contract to incorporate the terms of this Agreement and to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996, as amended by the

Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 ("HITECH"), and all applicable implementing regulations, including, without limitation, the

Standards for Privacy of Individually Identifiable Health Information (the "Privacy

Rule"), Notification in the Case of Breach Of Unsecured Protected Health Information

("Breach Notification Rule"), and the Security Standards for the Protection of

Electronic Protected Health Information (the "Security Rule") found at Title 45, Parts

160 and 164 of the Code of Federal Regulations, dealing with the security, confidentiality, integrity and availability of protected health or health-related information, as well as breach notifications (all such laws and regulations shall be collectively referred to herein as "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 Underlying

Contract and after Contract termination. The parties agree that any conflict between provisions of the Underlying Contract and the Agreement will be governed by the terms of the Agreement.

1. DEFINITIONS

a. Catch-all definition:

The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health

Information (“PHI”), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.

b. Specific definitions:

(i) Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR

160.103, and in reference to the party to this agreement, shall mean Union Supply Group, Inc.

(ii) Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the

Wisconsin Department of Corrections.

(iii) HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

(iv) Related Data. Data Derived from PHI.

2. RESPONSIBILITIES OF THE BUSINESS ASSOCIATE

a. At all times, the Covered Entity owns the PHI. Business Associate shall not use or disclose PHI other than as permitted or required by the

Agreement or as required by law, or as otherwise authorized in writing by the Covered Entity, if done by the Covered Entity.

b. Unless otherwise limited herein, Business Associate may use or disclose

PHI to the extent necessary to perform the services set forth in the underlying agreement, 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.

c. Minimum Necessary. Business Associate shall not request, use or disclose more than the minimum amount of PHI necessary to accomplish the purpose of the Use, Disclosure, or request.

d. Subcontractors and Agents. Business Associate shall in accordance with

45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI 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 by requiring each subcontractor to agree in writing to the same restrictions and conditions as are imposed on Business Associate by this Agreement and applicable law.

e. Access to PHI: The Business Associate shall make PHI held under this

Agreement and Underlying Contract by Business Associate accessible to

Covered Entity at all times. All costs related to this shall be assumed by the Business Associate. In addition to that, at the direction of the

Covered Entity, the Business Associate agrees to provide access, in accordance with 45 CFR 164.524, to any PHI held by the Business

Associate, which Covered Entity has determined to be part of Covered

Entity’s Designated Record Set, in the reasonable time and manner designated by the Covered Entity. This access will be provided to

Covered Entity. All costs related to this shall be assumed by the

Business Associate.

f. Amendment or Correction to PHI: At the direction of the Covered Entity, the Business Associate agrees to amend or correct PHI 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.

All costs related to this shall be assumed by the Business Associate.

g. Audit: The Business Associate agrees to make internal practices, books, and records available to the Covered Entity, or to the federal Secretary of Health and Human Services (HHS) in a time and manner determined by the Covered Entity or the HHS Secretary, or designee, for purposes of determining compliance with the HIPAA Rules. The Business

Associate agrees to promptly notify the Covered Entity of communications with HHS regarding PHI and will provide the Covered

Entity with copies of any PHI or other information the Business

Associate has made available to HHS under this provision at the

Covered Entity’s request.

h Destruction: The Business Associate shall not destroy PHI and Related

Data absent express written consent from Covered Entity.

3. SAFEGUARDING PROTECTED HEALTH INFORMATION

a. Business Associate shall use appropriate safeguards and comply with

Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of PHI other than as provided for by the Agreement.

b. Business Associate shall, at its own cost, review and modify its privacy and security safeguarding measures as needed to continue providing reasonable and appropriate protection of PHI and maintain documentation of privacy and security safeguarding measures as required by HIPAA.

c. 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. IMPROPER USES OR DISCLOSURES, INCLUDING SECURITY

INCIDENTS AND BREACHES

a. Business Associate shall report by telephone and in writing to Covered

Entity any improper use or disclosure of PHI not provided for by the

Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident within one (1) business day following the discovery of the improper use or disclosure, including breach or incident.

(i) The notification shall be provided to:

DOC HIPAA Compliance Officer

Phone: 608 240-5152

Email: DOCHIPAABreachReport@wi.gov

(ii) The improper use or disclosure of PHI, including a security incident and breach, shall be “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.

(iv) Notification reports, both oral and written, shall include the following:

(1) The date of the improper use or disclosure;

(2) The date of the discovery of the use or disclosure;

(3) Each Individual whose PHI has been or is reasonably to have been accessed, acquired, or disclosed;

(4) A complete description of the circumstances of the improper use or disclosure, including a brief description of probable causes of the improper use or disclosure;

(5) The name of persons assigned to review and investigate the use;

(6) A description of all PHI used or disclosed (such as a full name, social security…