9046_Keefe_Contract_Canteen_Services_Jan_2025.docx.pdf

WISCONSIN DEPARTMENT OF CORRECTIONS

Governor Tony Evers / Secretary Jared Hoy

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: PIOC Canteen Services

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 until June 30, 2026 with four one-year renewal options by mutual agreement between all parties.

Reference Number: RFP CKS 9046

Contract Number: 410014-M26-CKS9046-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

Contractor: Successful vendor or provider awarded the contract

Contractor Staff: Includes all employees, interns, subcontractors, and volunteers

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

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

DOC Staff: Includes all employees, interns, temporary employees and volunteers

PIOC: Person-In-Our-Care

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

State: State of Wisconsin

Subcontractor: A person or entity 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”) shall commence and be effective as of the date when all parties hereto have affixed their respective signatures below and shall continue in effect until June 30, 2026 with four one-year renewals options by mutual agreement between all parties. This contract is being entered into 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 and

Keefe Commissary Network, LLC (Keefe) (the “Contractor”) who’s principle address is 10880 Linpage Place, St. Louis, MO

63132.

B. The DOC employee responsible for administration of this Contract will be Rachel Leigh (“Contract Administrator”). In the event that the Contract Administrator is unable to administer this agreement, DOC will contact Contractor and designate a new

Contract Administrator.

III. PURCHASING AUTHORITY

This Contract is entered under the authority of Wis. Stats.16.75 and Wis. Adm. Code Chapter Adm 10. The services for this contract, have purchasing authority through Request for Proposal (RFP) CKS-9046.

Docusign Envelope ID: D6D4CEC2-188A-4687-A4D1-66D10CB1E900

IV. STATEMENT OF DELIVERABLES

The Contractor will deliver canteen services to be delivered to DOC and DHS (Department of Health Services) locations as per details specified in RFP CKS-9046 which is attached hereto and incorporated herein by reference. All associated attachments, amendment, questions and answers, Keefe’s RFP response, Keefe’s Best and Final Offer (BAFO), and any other materials or correspondence that were part of the RFP process are all part of the deliverables for the contract. DOC may incorporate further “Statements of Deliverables” during the implementation or term of this contract that list specific deadlines and milestones.

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 purpose of this contract is for the delivery of canteen products to PIOC in DOC and DHS locations, including an ordering system as detailed in RFP CKS-9046. This constitutes the scope of the contract.

The Contractor is limited to performing the services contracted for in the terms of this Contract as defined in the original solicitation, RFP CKS-9046. 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 Administrator 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. During the course of the Contract, the Contractor must be in compliance with the facility, program and employment provisions of the Americans with Disability Act (ADA) 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. At any time, the

Contractor may be required to demonstrate compliance to the DOC, including producing, if applicable, a facility self-survey and a program and policy self-evaluation to address compliance with the ADA, upon request from the DOC.

B. Contractor may not subcontract, refer to outside/community resources, or assign any part or obligations of this Contract.

C. 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. Contractor consents to personal jurisdiction in the State of

Wisconsin. The venue for any action hereunder shall be in Dane County, Wisconsin.

D. No waiver by any 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.

E. 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.

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. All Contractor’s staff must understand and be trained in all relevant requirements of this contract.

I. 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 email as follows:

(i) If to DOC:

Wisconsin Department of Corrections

Rachel Leigh and Cynda Solberg

Email: Rachel.Leigh@wisconsin.gov; Cynda.Solberg@wisconsin.gov

(ii) If to Contractor–

Ken Wright and Joe Bauer

Email: KWright@keefegroup.com; jbauer@keefegroup.com

IX. PAYMENT TERMS AND INVOICING

Payment for canteen orders will be made via debiting of PIOC WICS accounts through the Keefe ordering system as outlined in RFP CKS-9046.

X. RENEWAL TERMS

The four one-year renewal options of this Contract must be authorized by mutual written agreement of all parties.

XI. 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.

XII. RECORDS

A. Contractor shall maintain such records as are required by State 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 law, by representatives of DOC and its authorized agents 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. Contractor agrees to have a written policy on confidential destruction of case records.

mailto:KWright@keefegroup.com mailto:jbauer@keefegroup.com

XIII. INSURANCE RESPONSIBILITY

Refer to standard terms and conditions, DOA-3054, sections DOA-3681.

The certificate holder: Wisconsin Dept. of Corrections

3099 E. Washington Ave.

Madison, WI 53707

Prior to the expiration date of each policy, the Contractor(s) will provide a renewal certificate evidencing continued insurance coverage. Renewal certificates may be emailed to DOCPurchasingHelpdesk@wisconsin.gov. Please reference the contract number in your email.

INSURANCE POLICY INSPECTION

Upon request by the DOC, the Contractor shall provide copies of insurance policies and/or insurance certificates in effect during this Contract. The insurance policies shall be issued by an insurance company licensed to do business in the State of

Wisconsin, with a minimum AM Best rating of A- unless otherwise approved in writing by the DOC’s Risk Manager and the signature of an authorized agent.

The policies and/or certificates shall be submitted to the DOC upon request, for annual review, and/or when insurance coverage(s) or providers are changed. In the event the Contractor's required insurance policies in effect during this Contract are modified or cancelled, Contractor shall immediately provide notice to the DOC.

XIV. TERMINATION/CANCELLATION

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

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.

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.

XV. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

A. The contents of this contract (including all attachments) and RFP CKS-9046 (including all amendments, attachments, and all other associated documents), Keefe’s response to the RFP (including the best and final offer and site-visit presentation materials): and any additional terms agreed to (in writing), by all parties shall become part of the contract.

B. The following priority for contract documents will be used if there are conflicts or disputes:

The State of Wisconsin Standard Terms and Conditions and Supplemental Terms and Conditions

Final Signed Contract including any attachments and subsequent amendments or Statements of Work

Contractors RFP response as accepted by the State of Wisconsin including the presentation material and best and final offer response

Request for Proposal CKS-9046, including all attachments, amendment, Questions and Answer document

XVI. 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 do not disseminate such confidential information without DOC’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 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.

D. Contractor or its employees 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, 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 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 regarding the confidentiality restrictions herein.

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

John Puricelli, Executive Vice President Date

Contractor's Authorized Representative

Jared Hoy, Secretary Date

Wisconsin Department of Corrections

1/14/2025

1/15/2025