8249 Final Ascension contract 4.19.21.docx.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: Employee pre-employment and return to work healthcare medical exams

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 one year from that date with four 1-year renewal options by mutual agreement between the Contractor and the Department of Corrections.

Reference Number: 8249

Contract Number: 410014-M21-RLH8249-NPT-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.

BPHR Bureau of Personnel and Human Resources

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.

Contract Administrator The DOC employee responsible for administration of this contract

DMS Division of Management Services

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.

Employee A staff member of the Department of Corrections

State: State of Wisconsin.

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

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 initial period of April 1, 2021 through December 31, 2021 with four 1 year renewals 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 Ascension Medical

Group - Southeast Wisconsin, Inc., Columbia St. Mary's, Inc., Ascension Medical Group - Fox Valley, Inc. and Ascension

Medical Group- Northern Wisconsin, Inc. dba Ascension Wisconsin Employer Solutions, whose principal business address is 1855 S. Koeller Street, Oshkosh, WI 54901 (the “Contractor”).

B. The DOC Contract Administrator will be Kristine Dowse, Human Resources Specialist, Division of Management Services, Bureau of Personnel and Human Resources, whose principal business address is 3099 E. Washington Avenue, Madison, WI

53707-7925. 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.

DocuSign Envelope ID: 2FC39598-4B6D-4B3C-9622-F48F16583DC9

Contract # 410014-M21-RLH8249-NPT-01

IV. STATEMENT OF DELIVERABLES

The Contractor will deliver employee pre-employment and return to work medical exams to be delivered at Contractor’s facilities as per details specified in Exhibit A - Statement of Deliverables 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. GENERAL SERVICE PROVISIONS

A. Contractor shall have adequate staff with at least 3 years medical service experience to ensure the quality and effectiveness of contracted services.

B. Contractor shall utilize, on this contract, only workers that are skilled in the tasks to which they are assigned

C. The contractor will perform pre-employment and return to work physical examinations using contractor equipment, during normal business hours at the contractor’s location and such medical tests deemed necessary to complete the required reports and to make the required recommendation of qualification.

D. 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 sub-contractual agreements.

E. 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 or 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.

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

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

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

I. 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 venture, or partner of DOC. Furthermore, neither DOC nor

Contractor will represent itself as the agency of legal representative of the other or as partner or joint ventures 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.

J. 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:

Wisconsin Department of Corrections

Division of Management Services

Bureau of Personnel and Human Resources

3099 E. Washington Ave.

Madison, WI 53707-7925

(II) If to Contractor:

Ascension Wisconsin

1855 S. Koeller St.

Oshkosh, WI 54901

VIII. PAYMENT TERMS AND INVOICING

A. Contractor will be paid for pre- employment and return to work healthcare medical exams. DOC shall initiate payment to

Contractor upon receipt of a clean invoice. The Contractor shall submit invoices that include the Contractor name, remit to address, Purchase Order number, Release number, if given, Date or order of release, description and location of service, name of the applicant or employee receiving the exam, and contract price. The invoice shall be submitted to the DOC Contract

Administrator within 10 days of the last day of the month during which the service was provided.

B. If for any reason the DOC is dissatisfied with the quality of the service, 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 an official State of Wisconsin Purchase Order is issued by DOC to Contractor. 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 on the issuance of purchase orders.

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 six (6) 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. 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.

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.

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.

XI. INSURANCE RESPONSIBILITY

Throughout the term of this contract and any renewal periods, the Contractor shall maintain insurance in the types and with the limits outlined below. Policies must be issued with a 30-day cancellation notice, by an insurance company licensed to do business in the State of Wisconsin with a minimum AM Best Company rating of A-, and signed by an authorized agent. The

Contractor shall provide a Certificate of Insurance to the Contract Manager, prior to the contract start date or the commencement of services. Contractor can satisfy below insurance requirements with a program of self-insurance.

Worker’s Compensation Statutory Requirements

$100,000 each accident

$500,000 disease-policy liability limit

$100,000 disease-policy liability limit for each employee

Commercial General Liability $1,000,000 each occurrence of bodily injury and property damage

$1,000,000 general aggregate, including product liability and completed operations

Automobile Liability (covering all owned, non-owned and hired vehicles)

$1,000,000 per occurrence combined single limit for liability and property damage

Professional Liability (medical malpractice) $2,000,000 per occurrence * **

$2,000,000 aggregate

*These limits may be met by coverage maintained by the Contractor or the professional or a combination of coverage maintained by each.

Additional Insured: The certificate shall add the “State of Wisconsin, its officers, employees and agents” as an additional insured only under the commercial general and automobile liability policies..

The certificate holder: Wisconsin Dept. of Corrections

3099 E. Washington Ave.

Madison, WI 53707

Prior to the expiration date of each policy, the Contractor will provide a renewal certificate or memorandum of insurance evidencing continued insurance coverage. Renewal certificates may be emailed to

DOCPurchasingHelpDesk@Wisconsin.gov. Please reference the solicitation number or contract number in your email.

** If the professional maintains all or a portion of the Professional Liability insurance coverage, the Contractor shall ensure that the professional maintains the coverage throughout the term of the contract and any renewal periods. The Contractor shall ensure that the DOC receives an insurance certificate from the professional that indicates the limit of insurance provided.

Contractor staff covered by the Injured Patients and Families Compensation Fund, as outlined in Wisconsin Statute 655, shall provide evidence of statutorily mandated professional liability (medical malpractice) insurance coverage in the amount of

$1,000,000 for each occurrence incident and $3,000,000 for all occurrences in one year, as well as proof of participation in

Injured Patients and Families Compensation Fund.

XII. CANCELLATION AND TERMINATION

This Contract may be terminated or cancelled under any of the conditions included in this Section.

mailto:HelpDesk@Wisconsin.gov

A. TERMINATION FOR CONVENIENCE

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

The Contractor may terminate by providing one hundred and twenty (120) days’ written notice to DOC. Notwithstanding the foregoing, the Stevens Point and Wausau locations (as identified in Exhibit A Statement of Deliverables) will be removed from the Agreement upon the closing of the sale of Ascension Medical Group - Northern Wisconsin, Inc. to Aspirus

Health. Ascension Wisconsin agrees to provide advanced notice to the DOC of such closing date.

In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for completed services rendered under the Contract.

B. TERMINATION FOR CAUSE

If the Contractor breaches this Contract, the DOC shall provide the Contractor written notice of the breach and a time period

(not less than 30 days) to cure. The notice of breach and opportunity to cure may be waived at DOC’s discretion for repeated breaches and may result in immediate termination of the Contract.

The Contractor may terminate this Contract, with cause, by notifying DOC in writing within thirty (30) days after the

Contractor becomes aware of the DOC’s alleged noncompliance to the contract. The notice shall include a complete description of the noncompliance. 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) develop and diligently proceed with a plan to cure the noncompliance, then the Contractor may terminate the Contract by providing DOC written notice ninety (90) days in advance of the intended date of termination.

C. CONTRACT CANCELLATION

1. DOC reserves the right to cancel this Contract in whole or in part without penalty, and without notice, if the

Contractor:

a. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity;

b. Makes an assignment for the benefit of creditors;

c. Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract;

d. Fails to maintain the confidentiality of the DOC’s information that is considered to be Confidential

Information; or

e. Performs in a manner that threatens the health or safety of a State employee, offender, citizen, or customer.

2. DOC reserves the right to cancel this Contract in whole or in part without penalty, with 30 days’ written notice, if the Contractor:

a. Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

b. Incurs a delinquent Wisconsin tax liability;

c. Fails to submit a non-discrimination or affirmative action plan as required;

d. Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the

Wisconsin Statutes (Wisconsin’s Fair Employment Law); or

e. Becomes a state or federally debarred Contractor.

XIII. 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 and supplemental terms and conditions

Final Signed Contract including amendments

DOC Rider

Official State of Wisconsin Purchase Order

Statement of Deliverables

Other exhibits/attachments

XIV. 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 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.

D. 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.

E. 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.

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

Monica Hilt Date

Ascension Medical Group

Kevin A. Carr, Secretary Date

WI Department of Corrections

DocuSign Envelope ID: 2FC39598-4B6D-4B3C-9622-F48F16583DC9

5/7/2021

5/10/2021