Aspirus Contract.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 as indicated in Section

II A 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-05

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 August 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 Aspirus Medical

Group, Inc., d/b/a Aspirus Business Health., whose principal business address is Suite 100, 3000 Westhill Drive, Wausau

WI, 54401 (the “Contractor”).

B. The DOC Contract Administrator will be Ramona Koch, 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: 71D5E1F7-2BA5-4620-9661-D0F5BCB61B2F

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, this contract shall control.

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:

Aspirus Business Health

Suite 100

3000 Westhill Drive, Wausau, WI 54401

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. 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 reasonable 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 no more than once in any calendar year, and at DOC's expense, conduct an audit covering all DOC funds paid pursuant to the Contract. Contractor agrees to retain and make available to DOC all reasonable 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) $1,000,000 per occurrence * **

$3,000,000 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.

A. TERMINATION FOR CONVENIENCE

DOC may terminate the Contract at any time, without cause and without penalty, by delivering sixty (60) days’ written notice to the Contractor.

The Contractor may terminate for convenience by providing sixty (60) 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.

mailto:HelpDesk@Wisconsin.gov

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.

3. In the event of cancellation under this Section XII.C., Contractor shall be entitled to receive compensation for completed services under this Contract.

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:

Final Signed Contract including amendments

Statement of Deliverables

State of Wisconsin standard and supplemental terms and conditions

DOC Rider

Official State of Wisconsin Purchase Order

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.

Donna Owens, Director Date

Aspirus Medical Group, Inc. d/b/a Aspirus Business Health

Kevin A. Carr, Secretary Date

WI Department of Corrections

DocuSign Envelope ID: 71D5E1F7-2BA5-4620-9661-D0F5BCB61B2F

9/30/2021

9/30/2021

Update 10/13/2020

DOC Rider

(Request for Bids / Proposals / Contracts)

BACKGROUND CHECKS OF CONTRACTOR’S STAFF AND APPLICANTS

A. The Contractor shall not employ a person who is on active probation, parole, extended supervision, lifetime supervision or an inmate/offender who is supervised by Intensive Sanctions for any position where the primary duties and responsibilities involve contact or work with inmates/offenders or involves access to inmates’/offender’ records or funds.

Contractor shall implement policies and procedures to ensure that job applicants and its staff shall be dealt with as follows:

1. For a job applicant who has a pending criminal charge: Where the circumstances of said criminal charge substantially relate to the circumstances of a particular job or licensed activity, the applicant will not be hired for that job

2. For a staff member who has a pending criminal charge: Where the circumstances of said criminal charge substantially relate to the circumstances of the current job or required licensure, the staff member will not be retained in that particular job; and

3. For a job applicant who is convicted of a criminal offense or other offense: Where the circumstances of said conviction of a criminal or other offense that substantially relate to the circumstances of a particular job or required licensure, the applicant will not be hired for that job;

4. For a staff member who is convicted of a criminal offense: Where the circumstances of said conviction of a criminal or other offense that substantially relate to the circumstances of the current job or licensed activity, the staff member will not be retained in that particular job; and

5. For a job applicant who is required to use an Ignition Interlock Device (IID): Where the circumstances of a court ordered requirement substantially relate to the circumstances of a particular job or licensed activity, a job applicant will not be hired for that job;

6. For a staff member who is required to use an Ignition Interlock Device (IID): Where the circumstances of a court ordered requirement substantially relate to the circumstances of a particular job or required licensure, the staff member will not be retained in that particular job.

B. In hiring and retention decisions, Contractor may consider records of pending criminal charges and convictions when it can be demonstrated that the circumstances of the criminal offense substantially relate to the circumstances of the job or licensed activity. When determining whether the circumstances of a pending charge or conviction are substantially job related, Contractor should take into consideration the factors related to the position, the offense, and the individual.

Nothing in this section prohibits the Contractor from reassigning the staff member or reassigning job duties from this contract, or making other hiring and retention decisions.

Contractor bears the sole responsibility of requesting, receiving, and reviewing current and prospective staff members’ criminal histories/background checks from the Wisconsin Department of Justice. Contractor shall have policies and procedures in place as to the frequency of background checks for existing staff and shall obtain and review criminal histories on all prospective staff. The Contractor’s policies shall be akin to applicable sections of DOC Executive

Directive (ED) 42. Contractor shall provide the Contract Administrator with a copy of their policies. A copy of ED 42 may be obtained from the Contract Administrator. No DOC staff, agent, or other person shall, on behalf of the Department of Corrections, offer any legal advice or any advice as to the interpretation of criminal history information received by the Contractor.

To make determinations on substantial relationships to the circumstances of the job, Contractor must have a written policy on how to review the applicant for employment and the existing staff member. Contractor shall submit a copy of this policy to the Contract Administrator.

Contractor shall have a written policy on current staff’s reporting requirements, which details what a staff member must report (e.g. pertaining to a citation, arrest, charge, conviction), the timeframe in which s/he must do so, and the criteria used to determine how substantially the offense relates to the staff member’s job. The Contractor’s policy shall be akin to applicable sections of DOC

Executive Directive 42. Contractor shall submit a copy of this policy to the Contract

Administrator.

Contractor shall immediately notify the Contract Administrator via email upon discovery of any criminal charge pending or criminal conviction against the Contractor or the Contractor’s current staff, and the DOC retains the right to bar that person’s entry into its facilities and/or access to

DOC records. DOC reserves the right to request reassignment of any existing staff/employee of the Sheriff meeting any of the above qualifications so that they are not providing direct services to

DOC offenders and or having direct access to DOC records.

C. Contractor shall verify compliance with this entire section and paragraphs above by filing a “Contractor Compliance Agreement” form (DOC-2818) with the DOC every 12 months within 30 days of each contract year or date previously determined if already on file with DOC Purchasing Services.

CONTRACTOR STRUCTURAL CHANGE

The Contractor is required to provide the Department with a minimum of 90 days written advance notice of any planned or potential structural change (merger, buyout, acquisition, consolidation, etc.). Contract may not be automatically assigned to the new entity (since the underlying procurement may be affected).

Required reports shall be forwarded to the Contract Administrator according to the schedule agreed upon by the parties.

FRATERNIZATION

The Contractor agrees to have a written policy on fraternization which includes the following:

1. Prohibiting certain relationships and conduct between Contractor's employees, adult and juvenile offenders, and their relatives. This must also be substantially equivalent to DOC's policy as expressed in Executive Directive 16, August 2004 -Revised January 2019. A copy of Executive Directive 16 may be obtained from the DOC Contract Administrator.

2. The policy shall provide for the following definitions

a. Employee- definition must be consistent with DOC’s definition of employee

b. Relationship

c. Offender

d. Social Media

e. Sexual Contact

f. Sexual Intercourse

g. Sexual Misconduct.

3. A statement detailing prohibited relationships.

4. A statement detailing prohibited sexual conduct.

5. The duty of an employee to inform Contractor of unplanned contacts with offenders.

6. A statement that Contractor-directed contacts or those which are part of the employee's job requirements are exempt from the policy.

7. An exception procedure/policy and approval process to be carried out by Contractor.

8. A provision requiring a signed standard employee statement is kept in the personnel file for every Contractor employee. The statement attests that the employee has read and received a copy of the Contractor's policy on fraternization.

9. DOC may request copies of or to inspect the original signed employee statements of a Contractor upon request.

OUTSIDE INQUIRIES AND PUBLIC RECORDS REQUESTS

A. The Contractor agrees to immediately inform the Contract Administrator of any inquiry from outside entities or third parties regarding this Contract.

B. The Contractor must report all public requests immediately to the Contract Administrator. The Contractor agrees to comply and assist DOC with a coordinated response to public records including adhering to the timeline determined by DOC.

C. Contractor agrees to comply with all public records laws and procedures.

RECORDS

A. Contractor shall maintain such records as are required by State and Federal laws and shall comply with all applicable confidentiality laws and requirements. In addition to that, if required by the DOC, Contractor shall impose appropriate administrative and technical safeguards to maintain confidential information in a secure manner and shall also destroy or return the confidential information as directed by the DOC.

B. Contractor shall comply with the requirement to retain all documents applicable to the Contract for a period of not less than six (6) years after the final Contract payment is made. This provision shall survive the termination, cancellation, or expiration of this Contract.

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

D. Contractor agrees to have a policy on confidential destruction of case records. The policy must adhere to federal and state laws governing the disposal of personal and confidential information.

DOC may request a copy of the policy.

CARRYING A CONCEALED WEAPON

Contractor is prohibited under Executive Directive 80, signed October 31, 2011 from possession of any weapon by Contractor's employees while providing services for DOC.

DRUG FREE WORKPLACE

Contractor, agents, employees, or subcontractors under this Contract shall follow the guidelines established by the Drug Free Workplace Act of 1988.

SOCIAL MEDIA

When it is applicable and if services are provided, the Contractor must comply with Executive Directive

87, signed July 28, 2020 in its conduct both in and outside of the workplace if it is of a nature that it could affect the work environment, impair the DOC’s ability to carry out its mission, impair relationships with

DOC partners, or impair the public trust. This policy is not meant to infringe upon an individual’s right to engage in personal interaction or commentary online or upon any right protected by federal or state law.

Contract # 410014-M21-RLH8249-NPT-05

Exhibit A

Statement of Deliverables

Scope:

For the purchase of employee pre-employment and return to work healthcare medical exams.

Location(s)

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

Current contractor testing locations are located in Portage, Stevens Point, Wausau. Wisconsin Rapids, and

Weston.

Contractor and/or Staff Qualifications

Aspirus, Inc. shall use its best efforts to provide adequate staff with at least three (3) years of medical service experience to ensure the quality and timeliness of the health care exams.

Contractor Deliverables:

Aspirus, Inc. shall:

Perform pre-employment and return to work physical examinations, Accommodate 20-25 exams per day for 5-8 days in a row (business days), 12 months per year, across all facilities

Provide daily reports within 24 hours to BPHR listing the applicants or employees that passed or failed the exam, At a minimum perform the following test/procedures (procedures may vary due to COVID-

19 restrictions):

o DIP Urinalysis (This is a routine urinalysis and not considered a drug test);

o Vision Test including monocular, binocular, and peripheral vision;

o Audiogram following CAOHC standards;

o Simple Spirometry pulmonary function test;

o Physical exam;

o Five panel pre-employment drug test using a urine sample; and o Pre-Work physical with functional cardiovascular assessment (Essential Function)

Insure that all tests incorporate the minimal DOC standards set forth in this Statement of

Deliverables to determine whether an applicant or employee has passed a test, Make a determination on the ability of the prospective employee or employee to participate in the functional cardiovascular assessment. (Note that there may be cardiac risk factors that will require the perspective employee/current employee to be referred to their own physician at their own expense to have a cardiac assessment.), Request additional information as needed from the attending physician regarding health issues before determining fitness for employment or return to work, Make a written recommendation on the Summary of Findings Form and notify the DOC within

24 hours of the medical examination

Contractor Performance Standards

If the Deliverables invoiced do not meet the requirements set forth in this Statement of Deliverables, the

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, which must be a reasonable period of time, the DOC may withhold funds under this Contract related to the

Deliverables that do not meet the requirements of this Agreement. Nothing set forth herein shall prevent or prohibit the DOC from pursuing other legal or equitable remedies.

Duties of DOC

DOC Bureau of Personnel and Human Resources schedules pre-employment screenings and forwards the schedule to the appropriate contractor testing site. DOC shall provide the contractor with a minimum of

48hours advanced notice of scheduled screenings.

Fees

Contractor shall be paid in accordance with the following fee schedule for Deliverables provided in accordance with the terms of this agreement:

Post Offer/Pre-employment Physical exam screenings

Respiratory Exam $115.50

• Provider Exam with OSHA Questionnaire

• Musculoskeletal for SCBA $21.00

Urine Collection Drug Screens:

• Rapid 5 panel Drug Screen $50.00

• Non Negative Analytes $42.00 per analyte

POET/Essential Function: $141.75

• With Therapies Department

Other Services:

Titmus Vision: $35.00

• Includes monocular, binocular, and peripheral vision

Audiogram: $17.00

Spirometry: $27.50

Invoicing

Contractor shall submit invoices that accurately reflect the contracted rates outlined in this Statement of

Deliverables.

Only invoices that contain the following information will be processed for payment.

Contractor name

Remit to address

Purchase Order number

Release number if given

Date of order/release

Description of service

Name of applicant/employee receiving the health care/return to work exam

Date exam was performed

Prices per the Contract).

The contractor shall not bill DOC for screenings that are scheduled but not performed (when a prospective employee does not show up for the scheduled screening).

The original invoice must be sent to the DOC address listed on the Purchase Order.

This contract is limited to the services listed in the Statement of Deliverables. Invoices sent to DOC for services not covered by the Contract will be denied for payment.

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…