9591 Signed CONTRACT Work Boots 6 inch and Leather Oxford Shoes Final.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: Mandatory Use Contract for Facility Work Boots 6” and Leather Oxford Shoes for Person in our Care (PIOC)

Contract Period: This 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 terminated or cancelled. Contract Termination must have State Use Board Approval. This Contract shall be reviewed annually to ensure pricing is within fair market, unless terminated as provided herein.

Reference Number: 9591

Contract Number: 410014-M24-AFS9591-SUP-01

I. DEFINITIONS:

Agency: Office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 16.70(2).

ARO: After Receipt of Order.

BRI: Black River Industries.

BSL: Badger State Logistics – inventory warehouse

Certified Work Center: A charitable organization or nonprofit institution which is licensed under s.104.07 and incorporated in this State or a unit of county government which is operated for the purpose of carrying out a program of rehabilitation for severely handicapped individuals and for providing the individuals with remunerative employment or other occupational rehabilitating activity of an educational or therapeutic nature, and which is engaged in the production of materials, supplies or equipment or the performance of contractual services in connection with which not less than 75% of the total hours of direct labor are performed by severely handicapped individuals.

Confidentiality: All tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or

(iv) information expressly designated as confidential in writing by the State.

Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

Contract Administrator: The Agency employee responsible for oversight of the implementation, administration, and completion of the Contract.

Contract Manager: The employee of an Agency responsible for 1) resolving contractual matters that cannot be resolved with the Contract Administrator; and 2) facilitating and/or

DocuSign Envelope ID: BDD80B36-A744-407C-A851-A582F891FDB0

Contract # AFS9591 Work Boots 6” and Leather Oxford Shoes for PIOC completing all official actions under the Contract, including but not limited to amendments, renewals, and termination.

Contractor: The person(s) or entity/ies awarded a Contract, and who is required to provide the equipment, materials, supplies, (and any incidental related services) to the DOC.

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.

Default: Omission or failure to perform a contractual duty or provide Goods or Services as contractually required.

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 department or DOC, headquartered at DOC Central Offices, 3099 E Washington Ave., Madison, WI

53704, the procuring Agency.

DOC Facility: Any location owned and/or operated by the Department of Corrections.

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

FOB Destination: Freight On Board Destination means the legal title to the goods remains with the seller until the goods reach the location of the buyer.

Goods: Articles of trade or items of merchandise or finished products covered in this contract.

Inspection: Examination of Goods provided under this Contract in order to determine their fitness for use.

Invoice: The bill completed according to section X of the contract and Section 11 of the

Standard Terms and Conditions (DOA-3054).

PIOC: Adult Person in our care (PIOC) under the custody or supervision of the Wisconsin

Department of Corrections.

Purchasing: Department of Corrections Purchasing Services Section.

Purchase Order: States standard document of a purchase of Goods or Service.

Services: All work performed, and labor, actions, recommendations, plans, research, customizations, modifications, documentation, and maintenance and support provided by the Contractor necessary to fulfill that which the Contractor is obligated to accomplish under this Contract.

State: State of Wisconsin.

Subcontract: An agreement, written or oral, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

Subcontractor: An entity who is awarded a portion of an existing contract by a principal or general contractor that enters into a Subcontract with the Contractor, for the purpose of delivering Goods or rendering Services to DOC i.e. shoe manufacturer.

Third Party: Refers to a person or entity who is not a party to this contract.

Vendor: Entity awarded a contract (may be used interchangeably with “Contractor” or

“Supplier”.

II. RELATIONSHIP BETWEEN PARTIES

A. This contractual agreement (“Contract”) is entered into from the date all parties have agreed and signed and shall proceed until either party wishes to terminate the contract by and 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 certified work center Black River Industries, whose principal address is 650 Jensen Drive, Medford, WI 54451-1665, (“Contractor”).

B. The DOC employee responsible for administration of this Contract will be Wendy Monfils and Jenny Stadtmueller

(“Contract Administrators”) whose principal business address is the same as DOC. 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, Wis. Adm. Code Chapter Adm 10 and State Use

Law S.16.752, Wis. Stat.

IV. CONTRACT SCOPE

A. The contract is limited to Work Boots 6” and Leather Oxford Shoes for PIOC’s. DOC has the right to add other footwear goods, however they must be approved by both parties prior to acceptance of any orders and/or shipment made. Goods ordered not approved in advanced will be considered out of scope. The Contractor should not accept or fulfill orders for items out of scope.

B. The contractor agrees to contract with a shoe manufacturer to manufacture Work boots 6” and Leather Oxford Shoes to DOC specifications (Attachment A) and agrees to maintain inventory levels and fulfill order requests from DOC.

The Contractor agrees to work in good faith with DOC BSL to transition the DOC’s existing supply of shoes and boots from BSL to BRI.

C. The Contractor will contract with a shoe manufacturer (sub-contractor) to manufacture and supply unfinished Work

Boots 6” and Leather Oxford shoes to specifications. The contractor’s appreciable contribution (value added) will be to complete the Work Boots 6” and Leather Oxford shoes by:

• Trimming rubber sole

• Conditioning and cleaning leather

• Marking imperfections created by the sole machining process

• Sealing imperfections

• Inserting insole

• Spraying on finishing spray

• Inserting laces

• Inspecting final product

• Packaging

• Boxing

• Casing

• Shipping

• Warehouse inventory

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 and included as Attachment D & E. 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.

VI. CONTRACT REVISIONS / ADDENDUMS

Any subsequent amendment or addendum to this contract must be in writing and signed by the parties.

VII. GENERAL SERVICE PROVISIONS

A. State Use Law: Contractor shall comply with the provisions of S.16.752, Wis. Stat., “Procurement from Work Center of severely handicapped individuals,” including, but not limited to:

• Maintaining its current certification as a Work Center to do business under this statute;

• Providing Work Boots 6” and Leather Oxford shoes as described in this Contract;

• Seeking broad competition in the purchase of raw materials used in providing the goods. This provision applies to any future need to identify new suppliers.

• Pricing the products at fair market value as provided in this Contract and as may be adjusted by mutual agreement as the fair market value changes or on an annual basis;

• Ensuring that not less than seventy-five percent (75%) of the total direct labor hours performed by BRI are performed by persons with severe disabilities and maintaining records to document same. Note: Direct labor means all work involved in producing or supplying work boots and Oxford shoes, including preparation, processing, and packing, but excluding supervision, administration, and shipping (transporting goods to state agencies);

• Adding appreciable contribution to materials needed to provide the goods identified in the scope of this

Contract;

• Making records relating to this Contract available for public inspection within a reasonable time;

maintaining records for each worker of all direct labor hours performed in conjunction with this contract to identify work performed by persons with severe disabilities and by others;

• Maintaining an on-going placement program for persons with severe disabilities that includes staff that is assigned to perform personal evaluations and to maintain liaisons with appropriate community service organizations; and

• Maintaining a record for each individual with a severe disability providing direct labor related to this

Contract that includes a written report prepared by a licensed physician or psychiatrist, or a qualified psychologist, reflecting the nature and extent of the disability that causes the individual to qualify as severely disabled.

B. 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.

C. The Contractor shall act as an independent contractor in providing any and all Goods under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Sub-contractors, if any.

D. The Contractor will be responsible for the Contract performance of its subcontractors. including all specifications, insurance requirements, and applicable regulations.

All subcontractors shall be pre-approved in writing by the DOC. Requests for subcontractor approvals shall include: 1) Name the Subcontractor; 2) Explain the relationship with the Subcontractor; 3) Describe the role the

Subcontractor will play; and 4) Provide the name and a description of Subcontractor(s) relevant qualifications and capabilities.

Any proposed substitution of an approved subcontractor shall be submitted in writing to the DOC 30 calendar days prior to implementation of the substitution. As requested, the Contractor must provide the substitute's qualifications, the reason for the change, and the intended effective date of the substitution. Failure to notify the

DOC may result in cancellation of the Contract without notice and without penalty to the State.

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 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 the 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 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.

H. 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.

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 agent or 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. The Contractor guarantees that any items provided to the State hereunder were manufactured or produced in accordance with applicable state and federal labor laws, and that the sale or use of said items shall not infringe any United States patent, copyright, or other intellectual property rights of others. The Contractor shall at its own expense indemnify, defend and hold the State harmless from any claims brought against the State for any alleged patent, copyright or other intellectual property right infringement due to the sale or use of such items, provided that the Contractor is promptly notified of such suit, and is given all related documents. The Contractor shall pay all costs, damages, and profits recoverable in any such infringement lawsuit.

K. Other State agencies may use the resulting contract, if agreeable to both the DOC and the Contractor, to obtain the benefits of volume purchases and/or reduction in administrative expenses.

L. 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:

a. If to DOC:

Wisconsin Department of Corrections

Please notify both Contract Administrators:

Wendy Monfils Email: Wendy.Monfils@wisconsin.gov

Jenny Stadtmueller Email: Jennifer.Stadtmueller@wisconsin.gov

b. If to Contractor–

Black River Industries

Director: Amber Fallos

Email: afallos@ccbsuperior.org

M. The DOC Contract Manager of this Contract will be Alice Salli, Procurement Specialist Senior (“Contract

Manager”) whose principal business address is the same as DOC.

N. In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing within ten (10) Business Days. The State shall not be held responsible for payments delayed due to the Contractor’s failure to provide such notice

VIII. ORDERING / DELIVERY / SHIPPING

A. ORDERING: The Contractor will only accept purchase orders with the Shoe Ordering Form # DOC-1877B

(Attachment C) attached. Authorized users shall be responsible for placing their own orders. Other ordering options may be added as they become available. The Contractor shall send an email confirmation within 2 business days confirming receipt of the order to the email address listed in the required data section of the Shoe Ordering

Form.

DocuSign Envelope ID: BDD80B36-A744-407C-A851-A582F891FDB0 mailto:Wendy.Monfils@wisconsin.gov mailto:Jennifer.Stadtmueller@wisconsin.gov mailto:afallos@ccbsuperior.org

B. DELIVERY:

a. The initial start-up period will commence upon execution of the contract and end 12 months following that date. During the start-up period, delivery shall be within 30 days of receipt of raw product. The Contractor is responsible to maintain, sufficient amount of stock on hand to fulfill all average WI DOC orders as defined by Attachment F.

b. Following the end of the initial start-up period, delivery shall be within 120 days after receipt of the order

(ARO). The Contractor is responsible to maintain, sufficient amount of stock on hand to fulfill all average

DOC orders as defined by Attachment F.

C. SHIPPING:

a. Goods shall be shipped, FOB. Destination, and the State shall accept legal title of Goods at the point of delivery. Freight charges shall not be paid by the state, but rather shall be prepaid by the contractor. The

Contractor shall direct ship each order to the location on the Shoe Ordering Form # DOC-1877B and shall accept responsibility for payment of freight charges and processing of freight claims.

b. If Goods cannot be shipped in the required time, Contractor shall contact the ordering agency to inform them of the delay and provide a revised date of delivery via email.

D. DELAY AND REMEDY. In case of failure to deliver Goods or Services in accordance with this Contract, the

State, upon written notice to the Contractor, may procure such Goods or Services from other sources as necessary. This remedy shall be in addition to any other legal remedies available to the State.

E. RISK OF LOSS: The Contractor shall bear all risks of loss, injury or destruction of the Goods ordered herein that occur prior to delivery. Such loss, injury or destruction shall not release the Contractor from any obligation hereunder.

F. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, and other written documents affecting an order hereunder shall contain the State Purchase Order number, if applicable, and date of order found on the shoe order form. Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contractor product number, line item description, quantity ordered, quantity included in the shipment and customer name and address. Standard commercial packaging, packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State Purchase

Order number, product description, and quantity, or as otherwise directed by the State.

G. LIENS, CLAIMS AND ENCUMBRANCES: The Contractor warrants and represents that all Goods ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

H. WARRANTY OF ITEMS OFFERED: Goods delivered and Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of DOC. Equipment, materials, or supplies delivered under this Contract are subject to Inspection and testing upon receipt.

The Contractor warrants that the Goods provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, and free from defect. Goods offered must be new and unused and of the latest model or manufacture, unless otherwise specified by DOC. Items shall be equal in quality and performance to the standards indicated herein. Goods delivered that do not conform to the

Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense within thirty

(30) days. The Contractor shall assign to DOC its right to recover under any warranties applicable to the Goods offered. Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.

I. INSPECTION / RECEIPT OF GOODS:

a. The State's Receipt of Goods upon delivery is for verification and identification. Such identification shall not be construed as Acceptance of the Goods if they do not conform to contractual requirements. If there are any apparent defects in the Goods at the time of delivery, DOC shall promptly notify the Contractor of its rejection of said Goods. Without limiting any other rights, DOC, at its option, may require the Contractor to:

• Repair or replace any or all of the defective and rejected Goods at Contractor's expense,

• Refund the price of any or all of the defective and rejected Goods, and

• Accept the return of any or all of the defective and rejected Goods.

b. If rejected, the Goods shall remain the property of the Contractor.

c. Timely provision of the Goods required under this Contract shall be of the essence of the Contract, including the provision of the Goods within the time agreed or on a date specified.

d. DOC makes no express or implied guarantee or warranties whatsoever that any particular quantity or dollar amount of Goods will be procured through this Contract.

IX. PRICING

Item pricing is itemized on Attachment B Pricing Sheet. Shipping charges shall be included in item price. No additional shipping charges shall be added or allowed.

Goods will be priced at fair market value as provided in this contract and may be adjusted by mutual agreement annually or when fair market value changes.

X. PAYMENT TERMS AND INVOICING

A. Contractor will be paid for the goods delivered. DOC shall initiate payment within thirty (30) Days of receipt of a properly submitted invoice. The Contractor shall submit invoices in accordance with instructions on the purchase order. A copy of Shoe Order Form # DOC-1877B should be included with all invoices. DOC shall pay the

Contractor properly-submitted invoices, provided that the Goods provided to the State have been delivered and accepted as specified in this Contract.

B. If for any reason DOC is dissatisfied with the quality of the goods DOC will provide written notice to the

Contractor of the deficiency. If the Contractor fails to correct the deficiency by the date identified in the notice, DOC may withhold funds under this Contract, request reimbursement for goods paid for but not delivered, or withhold funds due from delivery under another contract. Nothing set forth herein shall prevent or prohibit DOC from pursuing other legal or equitable remedies.

C. Any invoices sent to DOC for items not covered by the Contract may be denied for payment.

D. Any refunds of credits shall be made within sixty (60) days of DOC request. The contractor shall pay DOC any credits resulting from an order that DOC determines cannot be applied to future invoices.

E. DOC is exempt from payment of Wisconsin sales or use tax on all purchases.

XI. PROMPT PAYMENT

If DOC fails to pay a properly-submitted invoice within thirty (30) days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if DOC declares a good faith dispute in regard to an invoice pursuant to § 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

XII. REPORTING AND AUDITING

A. Contractor shall provide sales and inventory quarterly reports to the Contract Manager and Administrator by the

15th of the months of January, April, July and October. Reports shall contain at minimum the following information:

i. Name of Agency

ii. Location

iii. Order Date

iv. Ship Date

v. Item Number

vi. Item Description

vii. Unit price

viii. Quantity Ordered

ix. Extended Price

x. Total Ordered

xi. Current Backlog

xii. Starting Inventory by style and size

xiii. Items shipped by style and size

xiv. Inventory Balance by style and size

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.

XIII. RECORDS, RECORDKEEPING AND RECORD RETENTION.

Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this

Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures

(GAAP) (https://doa.wi.gov/budget/SCO/gaap_manual.pdf.) All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for three (3) years.

XIV. EXAMINATION OF RECORDS

The State shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation, or expiration of this Contract.

XV. CONTRACTOR’S INSURANCE RESPONSIBILITY

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.

• Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the

Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

• Commercial liability, bodily injury and property damage insurance against any claim(s) that may occur in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations; and

• Motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out the terms of this Contract, with a minimum coverage of one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

https://doa.wi.gov/budget/SCO/gaap_manual.pdf

• Certificate of Insurance, showing up-to-date coverage, shall be on file in the Contracting Agency before the Contract may commence.

DOC reserves the right to require higher or lower insurance limits where warranted.

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

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

XVI. TERMINATION/CANCELLATION

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

Termination must have State Use Board Approval.

A. TERMINATION FOR CONVENIENCE

Either party may terminate this Contract at any time, without cause, by providing a written notice; the DOC by providing at least a thirty (30) calendar day notice to the Contractor, and the Contractor providing at least a one hundred and twenty (120) calendar day notice to the DOC in advance of the intended date of termination.

In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any, DOC finished shoe inventory, and will work in good faith with DOC to utilize any remaining inventory, under the

Contract up to the date of termination. The DOC shall be entitled to a refund for goods paid for but not received or implemented. Any refunds must be paid within thirty (30) calendar days of written notice to the Contractor requesting the refund.

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 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.

Upon the termination of this Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

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 DOC’s information that is considered to be Confidential

Information; or mailto:DOCCertificatesofInsurance@Wisconsin.gov

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

XVII. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

A. The contents of this contract (including all attachments) 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:

Attachment D & E State of Wisconsin Standard Terms and Conditions DOA-3054 and Supplemental Standard

Terms and Conditions for Procurement of Services DOA-3681

Final Signed Contract 9591 including amendments

Attachment A Mandatory Specifications

Attachment B Pricing Sheet

Attachment C Shoe Order Form # DOC-1877B

Attachment F Average Order Supply

XIX. OTHER DOCUMENTS.

The parties to this Contract understand and agree that standard forms or templates may be used for various purposes, including but not limited to, purchase orders, invoices, quotes, ‘Website Terms and/or Conditions’ or

‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other

Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Contract.

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

Contract.

Contractor's Authorized Representative Kevin A. Carr, Secretary

Black River Industries WI Department of Corrections

650 Jensen Drive, Medford, WI 54451-1665 3099 East Washington Ave, Madison, WI

Date Date

2/13/2024 2/17/2024