State of Wisconsin Department of Justice

17 West Main Street Post Office Box 7857

Madison, WI 53707

MASTER CONTRACT

FOR SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT

Contract No.

Commodity or Service: Probabilistic Genotyping Software and Application (PGen System)

Contract Period:

Contract Amount:

This Contract is entered into by the Wisconsin Department of Justice (DOJ) and [_____________] (the Contractor) and referred to collectively with DOJ as the “Parties”.

The Parties acknowledge that they have read the Contract and agree to be bound by its terms and conditions.

Unless waived by DOJ, the Contract becomes null and void if the time period between the earlier dated signature and the later dated signature exceeds sixty (60) days.

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, execute this Contract with full knowledge of and agreement with its terms and conditions.

Contractor: State of Wisconsin:

For: For: Wisconsin Department of Justice

By: By:

(Signature) (Signature)

Name: Name: Paul W. Connell (Print) (Print)

Title: Title: Deputy Attorney General

Date: Date:

Wisconsin Department of Justice - Master Contract for Software License, Implementation and Support

MASTER CONTRACT TEMPLATE

FOR SOFTWARE LICENSE, IMPLEMENTATION AND SUPPORT

Contract for Probabilistic Genotyping Software and Application between the Wisconsin Department of Justice and [Contractor]

1. ENTIRE CONTRACT

1.1. Entire Contract. This document is the “Master Contract”. The Master Contract, together with its Schedules and Attachments as applicable, constitute the complete and entire agreement between the Parties. This Contract supersedes all proposals, letters of intent or prior agreements, oral or written, and all other communications and representations between the Parties relating to the subject matter of the Contract. The DOJ may reject or cancel agreements based on documents that have been altered.

1.2. Integration of Documents. This Master Contract and all of the Schedules shall be read and harmonized to the extent possible. In the event of conflict between the terms of the documents, the Master Contract shall control.

1.3. Contract Parts. The parties will execute a Final Executed Contract and Official Purchase Order incorporating Schedules A through E, described below.

1.4. Final Executed Master Contract and Official Purchase Order

Schedule A: Payment Schedule

Schedule B: Software Technical and Functional Requirements

Schedule C: Statement of Work (SOW) for Implementation of Software

Schedule D: Software License Agreement, Maintenance and Support

Schedule E: Non-disclosure Agreement

Schedule F: RFB # and title

Schedule G: Contractor Response to RFB # and title

Schedule H: Definitions

1.5. Amendments to Contract. Any changes to the terms of this Contract may be made only through a written amendment signed by the authorized representatives of both Parties.

2. PROJECT SCOPE

A brief overview of the scope of work and products is as follows:

Software License, Implementation Services and Support:

Item Description Sofware License - [10] Users One Time Implementation Cost – Statement of Work to include:

• Training

• Customizations

Annual Support and Maintenance for [5] years to include:

• Hosting, Backup and Recovery, System Upgrades, Network and Security, Web-based platform User Access Annual Encryption Other

3. CONTRACT TERM.

3.1 This contract shall be effective once signed by both Parties and shall be effective for the applicable term(s) specified for each Schedule of the Contract.

3.2 The contract terms for the following Schedules are as follows:

i. The Software License term shall be the same term as the Master Contract between the State of Wisconsin DOJ and Contractor.

ii. The contract term for the Statement of Work for Professional Services for installation and implementation shall be the amount of time it takes to provide professional services for installation and implementation through validation of the Probabilistic Genotyping Software and Application according to the schedule and requirements of the SOW and in accordance with the best professional standards to satisfaction of the

DOJ.

iii. Software Maintenance and Support – The initial term for the Software Maintenance and Support shall be the number of months starting from “System is Ready for Validation’ through ‘Final System Acceptance’. Thereafter, maintenance and support shall be renewed on an annual basis up to four years at DOJ’s sole discretion.

Thereafter, by mutual agreement of both Parties, the Contract can be renewed on an annual basis.

The contemplated Contract Schedules and associated terms may be subject to revision to meet the program objectives.

4. PRICING AND PAYMENT TERMS.

4.1 The DOJ shall pay the Contractor according to Schedule A, Payment Schedule.

4.2 The Payment Schedule is firm for the duration of this Contract and any renewals as provided in this Contract. The payment amounts set forth in the Payment Schedule constitute the entire compensation due to the Contractor for performance of its obligations under this Contract regardless of the difficulty, materials or equipment required, including fees, licenses, overhead, profit and all other direct and indirect costs or expenses incurred by Contractor.

4.3 Unless pricing for all Contract terms have been previously established, any price change to the annual Subscription License and additional components and/or services, such as encryption, escrow, etc. after the initial term plus four one-year renewal optional terms may increase by not more than 3% or Consumer Price Index (CPI), whichever is lower. The rates shall be adjusted in accordance with the CPI titled “All Urban Consumers for the U.S. All Items, 1982- 84=100”.

5. CHANGE CONTROL.

5.1. The Contractor and DOJ shall use a change control process described below to manage changes during the life of the Contract. Additional change control procedures and requirements may be described under the Change Control Process in the Project Management SOW.

5.2. Any party requesting a change shall provide to the other party, the reason for the change, specific requirements, and expectations, if applicable, and all information necessary to enable the other party to consider the impact of the requested change.

5.3. If the DOJ requests a reduction of work by Contractor in which the DOJ will assume more responsibility for tasks, the DOJ will describe in writing to the Contractor, the reduction and any associated reduction in cost.

5.4. The Contractor may not perform work outside of the scope of the contract without first receiving express written approval from DOJ. To obtain approval, the Contractor shall first submit to the DOJ a proposal with the scope for the new work, a work schedule, and a rate or price adjustment for completion of the additional work. If DOJ approves the proposal, it will issue a Change Order and/or a new Work Order or Purchase Order for the additional work.

Upon receiving the DOJ’s written approval, the Contractor shall implement the additional work and shall invoice for additional work consistent with this Contract.

5.5. The Contractor shall not proceed with any work under a change order without DOJ approval.

Such extra work shall be authorized in writing only by the DOJ Purchasing Buyer, Department of Finance and Administrative Services. No costs incurred for the performance of extra work will be reimbursed unless and until DOJ approves a change order for it.

6. SUBCONTRACTORS:

6.1 Contractor shall identify any and all subcontractors who will be performing any work under the Contract. If subcontractors are used in the performance of the contract, the Contractor shall be fully responsible to the Department of Justice for the acts and omissions of all subcontractors and of persons indirectly employed by them. Subcontractors will be subject to the terms and conditions of the Contract, just as the prime Contractor will be.

6.2 Contractor shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Contract, without DOJ’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Contract. Contractor’s use of subcontractors shall not relieve Contractor of any of its duties or obligations under this Contract.

7. ASSIGNMENT. Neither this Contract nor any right or duty in whole or in part by the Contractor under this Contract may be assigned, delegated or subcontracted without the written consent of the DOJ. If upon the written consent of the DOJ this Contract or any right or duty in whole or in part is assigned, the Contractor shall assure that the Assignee(s) expressly assumes and agrees to perform all relevant obligations expressed under the terms of this Contract and agrees to be bound by the terms and conditions of this Contract. Assignment in whole or in part of this Contract does not absolve the Contractor of any liability or obligation expressed and agreed to hereunder.

8. SURVIVORSHIP. All purchase transactions and deliverables executed pursuant to the authority of this Contract shall be subject to all of the terms, conditions, prices and price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extensions thereof. Further, the terms, conditions and warranties contained in this Contract survive its completion, performance, cancellation or termination.

9. PROSECUTION AND PROGRESS. The Contractor shall furnish all goods and services (“Deliverables”) pursuant to orders issued by the DOJ under this Contract. Each order shall be subject to all of the terms and conditions of this Contract, and incorporated into this Contract by this reference

10. PERFORMANCE AND COMPLIANCE

10.1. Services rendered under this Contract shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with best practice in the industry. The Contractor shall observe, abide by, and perform all of its obligations in accordance with all applicable legal requirements and DOJ work rules.

10.2. Without limiting the foregoing, the Contractor shall control the manner and means of rendering the Deliverables in a safe and commercially reasonable manner and in compliance with: (1) all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the Occupational Safety and Health Administration (OSHA); (2) all safety codes and procedures mandated or recommended by insurance underwriting organizations; and (3)all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection Association. Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of this Contract shall govern.

10.3. The Contractor shall, during the term of the Contract, comply with all applicable regulations, licenses and orders relating to or in any way affecting this Contract. The Contractor, at its own expense, shall obtain any approval or permit necessary to perform its obligations.

10.4. Neither Contractor nor any of its employees, agents or representatives is an employee, agent or representative of the DOJ.

11. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin. Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

12. TIME IS OF THE ESSENCE. Contractor hereby acknowledges that time is of the essence for performance under this Contract unless otherwise agreed to in writing by the Parties.

13. CANCELLATION AND TERMINATION.

13.1. The Parties may mutually agree to terminate this Contract through written consent signed by both Parties.

13.2. The DOJ may terminate the Contract in whole or in part without penalty for any of the following:

a. For Cause. The DOJ may terminate this Contract by providing Contractor with thirty

(30) calendar days’ written notice of a breach of this Contract by Contractor or for the specific reasons as may be enumerated herein, if Contractor fails to cure the breach within thirty (30) days after DOJ mails notice of breach to the contractor or within the time for cure agreed upon by both Parties. The cure period may be extended only by written agreement signed by both Parties.

b. Grounds for termination for cause include, but are not limited to:

• Failure to comply with the sales and use tax certification requirements of Wis.

Stat. § 77.66.;

• Permitting any Wisconsin tax liability to become delinquent.

• Failure to comply with any non-discrimination or affirmative action requirements of subchapter II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law);

• Failure to maintain and keep in force all required insurance, permits and licenses

• Corporate dissolution, making an assignment for the benefit of creditors, becoming insolvent, or otherwise failing to pay any debt as it becomes due

• Allowing any final judgment to remain unsatisfied for longer than thirty (30) days, or longer as agreed in writing by the Parties;

• Allowing a lien not to be disputed after a legally-imposed, thirty-day notice ;

• Becoming a federally debarred contractor.

c. For Lack of Funding or Authority. The DOJ may terminate this Contract if funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of services or supplies in the indicated quantities or term; or if federal or state laws or rules are modified or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

d. Public Interest. The DOJ is entering into this Contract for the purpose of carrying out the public interest and policy of the DOJ. If this Contract ceases to further the public interest and policy of the State of Wisconsin, the DOJ, in its sole discretion may terminate this Contract by written notice to the Contractor.

e. For Convenience. The DOJ may terminate this Contract at any time without cause, by providing sixty (60) days written notice to Contractor.

13.3. In the event of a termination for convenience, the DOJ’s liability hereunder shall be limited to an amount equal to the sum of the pro rata cost of the services actually performed by the Contractor through the effective date of termination.

13.4. Upon termination of this Contract for any reason or upon Contract expiration, the DOJ shall be entitled to a refund for deliverables or services paid for but not received or rendered. Such refund shall be paid within 30 days of written notice to the contractor of the refund request.

13.5. Return of DOJ Data. Upon the termination of this Contract, Contractor shall, within two (2) business days following the termination of this Contract, provide DOJ, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor), with a final extract of the DOJ Data in the format specified by DOJ. Further, Contractor shall certify to DOJ the destruction of any DOJ Data within the possession or control of Contractor but such destruction shall occur only after the DOJ Data has been returned to DOJ. This Section shall survive the termination of this Contract.

13.6. 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.

13.7. The rights and remedies of the DOJ provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

14. CONFIDENTIALITY. Confidentiality requirements are set forth in Schedule [E], Non-disclosure

Agreement. Contractor will treat all information as highly confidential. Before beginning work under this Contract, the Contractor and all of its personnel who work under this contract must sign a DOJ Non-disclosure Agreement.

15. SECURITY. During the performance of Services under this Contract, Contractor may have access to the personnel, premises, computer networks, equipment, and other property, including data files, information, or materials (collectively referred to as “data”) belonging to the State networks.

Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the State, in accordance with applicable laws and the instruction of the State.

16. CONTRACTOR PERSONNEL.

16.1. Identification. The Contractor shall provide to the DOJ a list of the names, dates of birth, and addresses of all Contractor’s employees, Contracted Personnel, or Subcontractor’s employees (collectively, “Personnel”) in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Contract, and other particulars as the DOJ may require. The DOJ reserves the right to refuse any person employed or contracted by the Contractor who, in the sole opinion of the DOJ, would be undesirable, provided said reason is not unlawful.

16.2. Background or Criminal History Investigation. The Contractor shall perform no Services under this Contract until the DOJ has completed a fingerprint based background check of all Personnel who will be providing Services to the DOJ under the Contract. DOJ holds the right to conduct periodic re-checks of Personnel. If any of the identified Personnel are not acceptable to the DOJ in its sole opinion, the Contractor shall supply replacement Personnel, subject to the same background checks.

16.3. Right to Approve Changes of Personnel.

16.3.1. The DOJ shall have the right to approve or disapprove any person providing services under the contract who, in the sole opinion of the DOJ, would be undesirable provided the reason is not unlawful. Should the DOJ determine that the removal of Contractor Personnel is merited, Contractor and the DOJ will discuss the matter, and if the Parties cannot agree on an alternate resolution, the DOJ may direct the Contractor to remove or reassign personnel.

16.3.2. If the DOJ requires remove one of the Personnel Contractor for just cause, Contractor shall replace any removed engineer(s) within 30 days.

16.4. Changes in Personnel.

16.4.1. Contractor shall notify the DOJ at least ten (10) days in advance of any changes to Personnel so that the DOJ can perform a background check on the new Personnel before such Personnel begin work. No new Personnel shall provide Services hereunder until the DOJ informs Contractor that the background check has been completed with satisfactory results. DOJ shall provide the background check and notify Contractor in writing (or via email) of the background results within 72 business hours after Contractor notifies DOJ in writing (or via email) of a change in Personnel.

16.4.2. Contractor will notify the DOJ at least thirty (30) days in advance of any reductions in staffing levels of these individuals at any local or district office serving Wisconsin.

16.5. Notification of Personnel Removal. The Contractor shall inform DOJ by the close of business on the first business day following the day any Personnel that has access to the DOJ’s information systems is terminated from employment.

16.6. If, on more than one occasion, Contractor permits an employee to work on DOJ’s account without identifying that person to DOJ or without following the procedures outlined above, and Contractor fails to implement a corrective action plan approved by the DOJ, the DOJ reserves the right to cancel this Contract and/or impose liquidated damages per sec. 19.

17. INSURANCE REQUIREMENTS AND RESPONSIBILITY.

17.1 The Contractor shall maintain continuously and require each subcontractor to maintain continuously, at all times during the term of this Contract, at its own expense, minimum insurance coverages and limits of liability as specified below:

a. 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;

b. Commercial General 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

c. Motor Vehicle Liability 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.

d. Professional Liability insurance with coverage of not less than $1,000,000. If such policy is a “claims made” policy, all renewals thereof during the life of the Contract shall include “prior acts coverage” covering at all times all claims made with respect to Contractor’s work performed under the Contract. This Professional Liability coverage must be kept in force for a period of six (6) years after the services have been accepted by the DOJ.

e. Cyber Liability Insurance. In the event contractor will host data, or provide for the hosting of data through a third-party entity, contractor shall secure and maintain Cyber Liability and Security Insurance or equivalent insurance product(s), with minimum liability limits of not less than $5,000,000 and first party limits of not less than $1,000,000, that will provide, without cost to the contractor or State, an immediate response in the event of a data breach, including meeting all notification obligations of contractor and State and in the event the data breach involves personal information, available free credit monitoring for any affected individual for a minimum period of one year. contractor shall defend, indemnify, save and hold harmless, the State, its officers, agents and employees from liability of any nature or kind, including costs and expenses, for or on account of any and all suits, claims, or damages of any character whatsoever, resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting in whole or in part from the fault, negligence, wrongful act or omission of the Contractor, or any subcontractor, or their employees or agents.

17.2 The DOJ, its officers, officials, agents and employees shall be included as additional insureds under Contractor’s CGL and Motor Vehicle Liability insurance for primary and non-contributory limits of liability.

17.3 The limits of insurance coverage specified herein are minimum limits of insurance coverage only and shall not be deemed to limit the liability of Contractor’s insurer except as respects the stated limit of liability of each policy. Where required to be an additional insured, the DOJ shall be so for the full limits of insurance coverage required by Contractor, whether such limits are primary, excess, contingent or otherwise. Any limitations of insurance liability shall have no effect on Contractor’s obligation to indemnify the DOJ.

17.4 The Contractor’s duty to defend, indemnify, and hold the DOJ harmless under this agreement shall not be limited by the insurance required in this agreement.

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

17.6 Contractor shall provide DOJ at least 30 day notice of any cancellation of insurance or material change to the insurance policies or endorsements.

17.7 The DOJ reserves the right, in its sole discretion, to require higher or lower insurance limits.

18. INDEMNIFICATION. The Contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the Contractor, or of any of its subcontractors, in performing work under this agreement.

19. NONDISCRIMINATION / AFFIRMATIVE ACTION.

19.1. 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 apprenticeship.

Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

19.2. The Contractor shall post in conspicuous places, available for employees and applicants for employment, 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. Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than twenty-five (25) employees.

Within fifteen (15) working days after the Contract is awarded, the Contractor must submit the plan to the contracting DOJ for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the DOJ.

19.4. Failure to comply with the conditions of this clause may result in the Contractor’s being declared an “ineligible” Contractor, termination of the Contract, or withholding of payment.

20. LIQUIDATED DAMAGES

20.1. The DOJ and the Contractor agree that time is of the essence in the performance of this contract and that the DOJ will suffer financial loss due to Contractor’s failure to promptly perform its work and provide the agreed service or if the work is not completed by the completion dates required in the contract documents. Both parties recognize the delays, expense and damages involved in proving, in a legal proceeding the actual loss suffered by the DOJ if the work is not completed or is not completed on time. Inasmuch as the amount of damage attributable to these failures is extremely difficult to ascertain, the DOJ and the Contractor agree, stipulate and fix as liquidated damages, but not as a penalty, the sum of $500 per/ day or 2% of the total amount of the specific job, whichever is more, per calendar day beyond the delivery date specified. In no event shall the total of all Liquidated damages under this clause exceed the amount Contractor is to be paid under this Contract, This Liquidated Damage clause shall apply to and shall limit only claims arising from the Contractor’s failure to promptly perform its work and provide the agreed service or to complete the work by the dates specified. As to claims of this kind, liquidated damages shall be the sole monetary remedy available to the DOJ for any and all claims relating to failures of this kind. The Contractor hereby waives any defense as to the validity of this liquidated damage clause, including claims that such liquidated damages are void as penalties or are not reasonably related to actual damages. Furthermore, the parties agree that the DOJ’s entitlement to liquidated damages shall be determined at the time of contract completion or default and shall not be subject to the claims provisions, if any, in the contract documents. The DOJ’s shall be entitled to liquidated damages for late or deficient performance only if the late or deficient performance is a result of delays caused by the Contractor and that entitlement shall exist only if DOJ has made its personnel and resources readily available to the Contractor as necessary to avoid such delays.

20.2. Amounts due the DOJ as liquidated damages may be deducted by the DOJ from any money payable to Contractor and any amount outstanding over and above the amounts deducted from invoices will be promptly tendered by check by Contractor to the DOJ.

20.3. The DOJ shall notify Contractor in writing of any claim for liquidated damages pursuant to this Section on or before the date when the DOJ deducts such sums from money payable to Contractor.

20.4. If annual fees are prepaid by the DOJ, the written notification of any claim for liquidated damages pursuant to this Section shall be sent to the Contractor within 30 days of the Contractor's nonperformance. A check for the liquidated damages shall be tendered to the DOJ within 30 days of the Contractor's receipt of such notice.

20.5. Delays in performance due to causes of Force Majeure (which are outside the control of both Parties and could not be avoided by exercise of due care) or due to the responsibility of the DOJ or other contractor of the DOJ shall not be included in computing damages.

20.6. The Contractor shall be entitled to an adjustment in contract delivery times for delays attributable to delays caused or authorized by the DOJ or other causes beyond the Contractor’s control not reasonably foreseeable by the Parties at the time of the Contract/Purchase Order execution, and that are without the fault or negligence of the Contractor, including, but not limited to, acts of nature or the public enemy, war or other national emergency making delivery temporarily impossible or illegal, acts or omissions of other suppliers, strikes and labor disputes not brought on by any act or omission of the supplier, fire, flood, epidemics, quarantines, or freight embargoes.

20.7. The Contractor shall not be entitled to an adjustment in contract time for delays within the control of the Contractor. Delays attributable to and within the control of a subcontractor or supplier shall be deemed to be delays within the control of the Contractor.

21. RIGHT OF SETOFF DAMAGES. DOJ may set off against or recoup from amounts DOJ owes Contractor, any sums Contractor owes to DOJ, including liquidated damages.

22. RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH. If Contractor fails to deliver deliverables or to provide Services which satisfy Contractor’s obligations under this Contract, DOJ shall have the right to withhold any and all payments due under this Contract. DOJ may withhold any and all such payments due under this Contract to Contractor without penalty or work stoppage by Contractor, until such failure to perform is cured.

23. CUMULATIVE RIGHTS TO REMEDIES. No remedy conferred by any of the specific provisions of this

Contract is intended to be exclusive of any other remedy unless otherwise stated herein. Each and every remedy shall be cumulative

24. NON-WAIVER. No failure of a party to exercise any of its rights under this Contract, or its delay in enforcing any right, or its waiver of its rights on any occasion, shall constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Contract shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

25. SEVERABILITY. If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect.

The invalid provision shall be replaced by a valid provision that approximates as closely as possible, the intent and purpose of the invalidated provision.

26. RECORDKEEPING AND RECORD RETENTION.

26.1. The Contractor shall establish and maintain adequate records of all expenditures incurred under the Contract. All records must be kept in accordance with generally accepted accounting procedures. All of Contractor’s procedures must be in accordance with federal law DOJ requirements, and applicable local ordinances.

26.2. The DOJ shall have the right to audit, review, examine, copy, and transcribe all of Contractor’s pertinent records or documents relating to the Contract. The Contractor will retain all documents related to the contract for not less than three (3) years after final payment is made.

27. OWNERSHIP OF INFORMATION, DOCUMENTS AND DATA

27.1 Any and all data, information or documents collected by or furnished to Contractor by or on behalf of the DOJ shall remain the sole and exclusive property of DOJ (the “DOJ Data”). The DOJ represents and warrants that the DOJ is the owner of the DOJ Data or otherwise has the express right to provide the DOJ Data to Contractor in connection with Contractor’s provision of services hereunder.

27.2 Except for the licensed System Software and its related documentation, all of the work product, including, but not limited to reports, documents, data and other materials including computer-aided designs or electronically stored data or information (the “Documents”) produced by the Contractor in connection with the professional services provided under this Contract shall remain the sole property of the DOJ. The copyright to the Documents shall be owned by DOJ, whether as author (as a Work Made for Hire), or by assignment from Contractor to DOJ. The Parties expressly agree that the Documents shall be considered a Work Made for Hire as defined by Title 17, United States Code, Section 101(2) and Contractor hereby assigns to DOJ all rights and interests Contractor may have in the work(s) it prepares under this Contract, including any right to derivative use of the work(s).

28. PROMOTIONAL ADVERTISING / NEWS RELEASES. Reference to or identification of the State, or the

DOJ, any of its, agencies or other subunits, or any DOJ official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the DOJ. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. The Contractor shall not publish, circulate or disclose any articles, reports or other writing concerning the subject matter of the professional services provided hereunder without the prior written approval of the DOJ.

29. ANTITRUST ASSIGNMENT. By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the DOJ all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating specifically to that proportionate amount of the particular Deliverables or Services purchased or acquired by the State under this Contract.

30. LABOR STANDARDS. The Contractor guarantees that any items provided to the DOJ hereunder were manufactured or produced in accordance with applicable state and federal labor laws.

31. EMPLOYMENT. The Contractor will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the DOJ.

32. INDEPENDENT CAPACITY OF CONTRACTOR

32.1 The 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 DOJ. The Contractor shall take such steps as may be necessary to ensure that each subcontractor of the Contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venture, or partner of the DOJ.

32.2 The Contractor shall not take any action, or make any omission, that may imply, or cause others reasonably to infer that the Contractor is acting as the DOJ’s agent in any matter or in any way not expressly authorized by this Contract.

33. CONFLICT OF INTEREST.

33.1 Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of DOJ contracts.

33.2 Contractor certifies that no relationship exists between the Contractor and the DOJ that interferes with fair competition or is a conflict of interest, and no relationship exists between the Contractor and another person or organization that constitutes a conflict of interest with respect to a DOJ contract.

33.3 If a DOJ public official (s. 19.42, Wis. Stats.), a member of a DOJ public official’s immediate family, or any organization in which a DOJ 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 DOJ unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the Contract. Disclosure must be made to the DOJ of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

34. REPRESENTATIONS AND WARRANTIES RELATED TO INTELLECTUAL PROPERTY. Contractor represents and warrants to DOJ that neither Contractor, in connection with performing the services in performance of this Contract, nor the completed product delivered by Contractor, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any person. Contractor further represents and warrants to DOJ that it will not use any trade secrets or confidential or proprietary information owned by any third party in performing the services related to this Contract or in delivery of the completed product unless Contractor has the authority to license, use or provide those trade secrets or confidential or proprietary information to DOJ. Contractor further represents and warrants to DOJ that neither Contractor nor any other company or individual performing services pursuant to this Contract is under any obligation to assign or give any work done under this Contract to any third party.

35. TAXES.

35.1 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.

35.2 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 performing construction activities are required to pay state use tax on the cost of materials.

36. CONTRACTOR TAX DELINQUENCY. Contractors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

37. FORCE MAJEURE. Neither party shall be in default by reason of any failure in performance of this

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

38. NOTICES. All notices to be given under the terms of this Contract shall be in writing and signed by the person serving the notice and shall be sent or delivered to the Parties listed below:

FOR: [Contractor to complete this section ] FOR: WI Department of Justice Name: Name: Michelle Gauger Title: Title: Budget and Finance Director Address: Address: 17 West Main St, PO Box 7857 Madison, WI 53707-7857

DOJ of Wisconsin Department of Justice Contract for Software License, Implementation and Support

SCHEDULE A

PAYMENT SCHEDULE

1. Payment Schedule and Compensation

1.1. This Payment Schedule will serve as the basis for payment of products and professional services under the Master Contract.

1.2. The table below represents the itemized cost of the system components. The DOJ hereby agrees to pay to Contractor according to the following table:

Description Quantity Unit Unit Price Ext Price

1. Software License

1a Initial [1] Year Term # Year $ $ Annual Maintenance and Support Costs

1b Year 2 1 year $ $ 1c Year 3 1 year $ $ 1d Year 4 1 year $ $ 1e Year 5 1 year $ $

2. [Include, if needed.] Annual Escrow Costs

2a Initial Term (Contract effective date through ‘System is Ready for Validation’) 1 year $ $

2b Year 2 1 year $ $ 2c Year 3 1 year $ $ 2d Year 4 1 year $ $ 2e Year 5 1 year $ $

3. [Include, if needed.] Database Encryption

3a Initial Term (Contract effective date through ‘System is Ready for Validation’) 1 year $ $

3b Year 2 1 year $ $ 3c Year 3 1 year $ $ 3d Year 4 1 year $ $ 3e Year 5 1 year $ $

4. Statement of Work (SOW) - Professional Services for Implementation – Fixed Fee 4a Project Plan 1 Lot $ $ 4b Design/Build/Install to include any

Configuration and/or Customizations 1 Lot $ $ 4c Train 1 Lot $ $ 4d Test 1 Lot $ $ 4e System is Ready for Validation 1 Lot $ $ 4f Go-Live and Final System Acceptance

Sign-off 1 Lot $ $ Subtotal 4a-4f $

TOTAL COST INITIAL – LICENSE AND IMPLEMENTATION $

1.3. The following table represents the payment schedule for completion of deliverables:

Itemized Annual Fees Total Cost

Invoice for Deliverables Completed and Accepted by DOJ

Year 1

Software License $

50% of License cost upon Contract effective date 50% of License cost when System is ready for validation

Escrow $ System is Ready for Validation Database Encryption $ System is Ready for Validation SOW - Professional Services Milestones:

• Project Plan $ Upon Sign-off of Project Plan

• Design/Build/Install $ Upon Sign-off of Design/Build

• Train $ Upon Sign-off of Training Deliverable

• Test/UAT $ Upon Sign-off of Test Deliverable

• Go-Live, System Review and System Ready for Validation

$ Upon Sign-off of Go-Live, System Review and System is Ready for Validation

• Final System Acceptance

Upon Sign-off of Final System Acceptance Must be not less than 25% of the total cost of SOW - Upon Sign-off of Final System Acceptance

TOTAL COST INITIAL TERM $

Optional Renewal Term(s)

Annual Maintenance and Support $ At contract renewal Escrow $ At contract renewal

Database Encryption $ At contract renewal

2. Pricing Terms

2.1 The Payment Schedule is fixed for the duration of this Contract and any renewals as provided in this Contract. The payment amounts set forth in the Payment Schedule constitute the entire compensation due to the Contractor for performance of its obligations under this Contract regardless of the difficulty, materials or equipment required, including fees, licenses, overhead, profit and all other direct and indirect costs or expenses incurred by Contractor.

3. Acceptance of Deliverables

Contract deliverables will be submitted, reviewed, and accepted according to the following procedure:

2.1. General. DOJ shall accept all completed work and Deliverables if it has been performed in accordance with all requirements in the Request for Bid/Proposal, final negotiated terms and specifications, any requirements included in the Contract documents and commonly accepted industry standards.

2.2. Submittal and Review.

2.2.1. Upon completion of contract activities for each Deliverable and before submission of the corresponding invoice, Contractor will furnish DOJ, with the Deliverable and associated documentation, the expected performance, and agreed upon Acceptance Criteria.

Deliverables shall be subject to review, testing (if applicable) and acceptance by the DOJ within 10 calendar days of the DOJ’s receipt of them (“DOJ Review Period”), unless otherwise provided elsewhere in the contract. If the Deliverables are not fully accepted by the DOJ, the DOJ will notify Contractor by the end of the DOJ Review Period that either: (a) the Deliverables are accepted, but noted deficiencies must be corrected; or (b) the Deliverables are rejected. If the DOJ finds material deficiencies, it may: (i) reject the Deliverables without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with termination provisions in the contract.

2.2.2. Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Deliverable, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Deliverables to the DOJ. If acceptance with deficiencies or rejection of the Deliverables impacts the content or delivery of other non-completed Deliverables, the parties’ respective Program Managers must agree upon a time period for re-submission that minimizes the overall impact to the Contract. If the Program Managers do not agree upon a time period, the DOJ Program Manager shall establish the time period without further consultation.

2.2.3. The parties agree to repeat this process as required until all such identified deficiencies are corrected or DOJ declares af breach of contract. The payment by DOJ for each activity is contingent upon correction of all such deficiencies and acceptance by the DOJ. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

2.2.4. If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the DOJ may cancel the order in whole or in part. The DOJ, or a third party identified by the DOJ, may perform the Deliverables and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

2.3. Electronically Submitted Information. Where practicable, Contractor shall provide documents to the DOJ in electronic format. Electronic media prepared by the Contractor for use by DOJ shall be compatible with the DOJ's comparable desktop application (e.g., spreadsheets, word processing documents). Conversion of files, if necessary, will be Contractor's responsibility. Conversely, as required, Contractor must accept and be able to process electronic documents and files created by the DOJ's current desktop applications.

4. Miscellaneous Provisions

3.1. Payment will be made only upon approval of (Name, title), or an authorized designee.

3.2. Invoices

3.2.1. Invoices submitted by the Contractor shall itemize the Deliverables set forth in above sections

1.2 and 1.3, and reference milestones. All costs invoiced to the DOJ, shall be associated with an active milestone. Additional payment terms or invoice instructions may be mutually agreed upon by the DOJ and the Contractor.

3.2.2. The Contractor shall be compensated on a firm fixed price basis upon completion, review, acceptance and approval by the DOJ of each milestone, less the identified retainage.

3.2.3. Retainage. The Contractor shall hold back on invoicing an amount equal to twenty percent (20%) of the total amount per task or per invoice until the submittal of the accepted final deliverable for each task. The amounts held back for each task will be released to Contractor after the DOJ has granted final acceptance of the task.

3.2.4. Payment does not constitute whole or partial acceptance of the System by the DOJ. Final acceptance of the System by the DOJ shall only occur by formal written notice to that effect.

3.2.5. Payment shall be made by the DOJ to the Contractor upon receipt of periodic itemized invoices or as stated in the Payment Schedule, and submitted in duplicate to the following address:

Department of Justice, Post Office Box 7857, Madison, WI 53707-7857.

3.2.6. The State of Wisconsin normally will pay properly submitted Contractor 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.

3.2.7. The Contractor’s final invoice for professional services rendered hereunder shall be submitted to the DOJ not later than sixty (60) days following the termination of the Contract.

3.2.8. A good faith dispute creates an exception to the DOJ’s duty to make prompt payment. The DOJ has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The DOJ will notify Contractor of any dispute within a reasonable time. Payment by the DOJ will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Deliverables.

3.2.9. The Contractor’s acceptance of final payment by the DOJ constitutes a waiver of all claims by Contractor against the DOJ for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

3.2.10. Refund of Credits. The Contractor agrees to pay the DOJ within 60 days, any credits resulting from the order which the DOJ determines cannot be…