Exhibit_F_-_Interagency_Agreement_Template.docx.pdf

Exhibit F – Interagency Agreement Template

State of Wisconsin eGovernment Services (Self-Funded Portal) Contract No. (505004-O13-4091551301-01)

Exhibit F – Interagency Agreement Template Page 1 of 4

INTERAGENCY AGREEMENT

THIS INTERAGENCY AGREEMENT (“IA”), dated [Month, Day, Year] (“Effective Date”) is entered into between the

State of Wisconsin Department of Administration (“State”), State of Wisconsin [Department Name] (“Customer”) and

Wisconsin Interactive Network, LLC dba Tyler Wisconsin (“Contractor”), which manages, markets and operates the State web portal (the “Portal”). The State, Customer and Contractor are collectively considered the “Parties” and each considered a “Party.”

This IA is subordinate to the Contract for eGovernment Services (Self-Funded Web Portal), Contract # 505004-O13-

4091551301-01 (the “Master Contract”) as it exists on the Effective Date and is subject to all terms and conditions therein unless otherwise expressly agreed in writing by and between the State, the Customer and the Contractor.

The contractual period will begin on the Effective Date.

RECITALS

WHEREAS, the State has engaged Contractor to manage, market and operate the Portal and provide electronic access to government information and transactions at the state and local levels across multiple agencies, boards, and commissions, to residents, businesses and other users; and

WHEREAS, the State has delegated to Contractor certain responsibilities, including responsibilities to be fulfilled under this

IA

NOW THEREFORE, in consideration of the mutual conditions, covenants and promises contained in this IA, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Part I: Terms and Conditions

SECTION 1: Statement of Purpose.

The purpose of this IA is to define the overall circumstances and responsibilities related to interactions between the Parties while providing various online products, applications or services to users through the Portal.

SECTION 2: Term of IA.

This IA shall commence on the Effective Date and shall be cancelled, terminate or expire on a date coterminous with the cancellation, termination or expiration of the Master Contract, including any subsequent renewals of the Master Contract. This

IA may not be modified or amended except by mutual agreement of all the Parties in writing.

SECTION 3: Customer Copyright and Content Non-Supervision Acknowledgment; Suspension or Termination of

Access.

The Customer represents to Contractor that the content materials furnished to Contractor by the Customer for electronic access on the Portal do not violate any third party’s copyright right or intellectual property rights. The Customer acknowledges that

Contractor exercises no control, censorship, investigation or direction over the links the Customer may request to other non-

Portal sites that may be made available on the Portal. Further, the Customer acknowledges that Contractor exercises no control, censorship, investigation or direction over the content of the Customer’s public records or text furnished by the

Customer to Contractor or the Portal.

It is understood and agreed that the Customer, or Contractor with Customer’s approval, shall have the right to suspend or terminate any user’s access to Customer’s records at any time, for any period and without prior notice, if the Customer or

Contractor learns that unauthorized access to the Customer’s records or to any information derived therefrom has occurred or may occur or if the Customer obtains knowledge that any users are unlawfully using, selling or releasing the Customer’s records or creating an unauthorized database from the Customer’s records, without Customer permission. Contractor may temporarily suspend a user’s access without Customer approval if Contractor believes any delay in obtaining Customer’s approval would result in further unauthorized access or use under this paragraph, provided that Contractor subsequently and promptly requests Customer’s approval to continue to suspend, or terminate, the user’s access.

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Exhibit F – Interagency Agreement Template Page 2 of 4

SECTION 4: Notices.

All notices shall be in writing and shall be directed to the Parties to this IA as shown below:

To the Customer:

[Department Name]

Attn: [Department Contact]

[Department Address]

Madison, WI [Department Zip Code]

To the State Contract Administrator (as necessary):

Department of Administration

Division of Enterprise Technology

Attn: eGovernment Services Contract Administrator

5830 Femrite Dr

Madison, WI 53718

To Contractor:

Wisconsin Interactive Network, LLC

Attn: General Manager

PO Box 111

Madison, WI 53701

With a copy to:

NICUSA Inc.

Attn: General Counsel

7701 College Boulevard

Overland Park, KS 66210

SECTION 5: Construction and Interpretation.

The IA shall be construed in accordance with the laws of the State of Wisconsin.

SECTION 6: Paragraph Headings.

The paragraph headings are inserted in this IA for convenience only and shall not be used in interpreting this IA.

SECTION 7: Complete Agreement.

Except as otherwise provided herein, this IA constitutes the complete and exclusive statement of the agreement between the

Parties hereto. No amendment, waiver or alteration of this IA shall be effective unless signed by an authorized officer of each of the Parties to this IA. Neither the Customer, Contractor nor the State shall be bound by any oral agreement or representation relating hereto.

Part II: Services, Collections and Payments

SECTION 1: SOWs Developed Under This IA

Each application developed for, or service provided to, the Customer under this IA will be described in a separate Statement of Work (“SOW”), which will be subject to and considered addenda to this IA. Each SOW will describe the public records database to be accessed, the transactions to be facilitated and the services to be provided through the Portal. Since the SOW is the document that describes the purpose and scope of the proposed application, the Customer is expected to collaborate with

Contractor on the preparation of this document. Customer will assign each SOW a priority among all Customer projects for development subject to the Governance Procedures in Section 3 of the Master Contract.

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Exhibit F – Interagency Agreement Template Page 3 of 4

The SOW will describe the services that will be made available from Customer through the Portal to users, and the fees, if any, to the users of the service through the Portal. Fees, if any, will be detailed in the SOW and established, processed and paid pursuant to the terms and conditions of the Master Contract. The Customer may increase or decrease any Merchant

Processing Fees or Statutory Fees at its discretion.

Unless otherwise expressly agreed in writing between the Customer and Contractor, each Statement of Work under this IA will include at a minimum:

a) Detailed project plan

Contractor will work with the Customer to create a project plan as a deliverable in each SOW. This should include the scope of the project, deliverables, risks and issues log, and a project schedule. Contractor will work diligently to accomplish each such application according to the plan, in accordance with the relative priority agreed to with the

State. The Customer will be responsive to Contractor by providing information and assistance as needed to meet the delivery dates on the schedule. The Customer understands that the schedule and assignment of priority may need to be adjusted to accommodate reasonable delays due to policy, marketing and technical issues outside the control of

Contractor or the Customer, or as directed by the Customer. Such adjustments shall not be made without the prior written notice from Contractor and agreement from the Customer. . Regular meetings will be set to discuss and update the project plan as necessary throughout the term of the SOW. Contractor will keep the Customer informed of problems that may cause a delay in the delivery of the application contained in the SOW.

b) Change management plan.

The Statement of Work shall establish, at a minimum, a process for the Contractor to document and describe each change, recommended course of action and the impact of such change to the project, and implementation plan.

c) Release management.

Contractor will provide release management records that include, at a minimum, release date and time, description of the release, and changes made in each version.

d) Service level expectations.

All applications and services under this IA will be subject to service level expectations to meet the specific needs of the application or service. Service level expectations will be defined in each SOW and will include, at a minimum, response time requirements, availability, notification of approved and unplanned outages, and problems, issues or defects with an application or service.

e) Training Requirements and/or Agency Self Sufficiency/Knowledge Transfer

Contractor will work with the Customer to create a training plan for agency staff to utilize and/or maintain the eGovernment service provided by the SOW.

f) Support and Maintenance Requirements

Contractor will work with the Customer to determine support and maintenance requirements and the associated plan to deliver those services. This may include conversion support, legacy system integration, transition assistance, Solution maintenance (including maintenance level), or other specialized consulting to facilitate delivery or use of the Solution.

Note: Customer shall ensure that all cloud solutions receive appropriate classification through the cloud brokerage process in accordance with DET’s data classification standard. Enterprise Agencies served by Tyler Wisconsin are prohibited from processing, transmitting, or storing data in cloud solution above the classification determined through the cloud brokerage process.

The Customer and Contractor may modify the SOW to add or delete services only by mutual agreement.

Section 2: Testing Environment

Unless otherwise agreed to by the Parties, all tests performed under this IA will use the testing environment provided by the

State to the Customer and the Contractor. Any tests to be conducted by Customer staff must be able to be performed from the Customer’s premises.

Section 3: Disaster Recovery

The Customer will provide the Contractor with a disaster recovery prioritization of the applications and services provided

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Exhibit F – Interagency Agreement Template Page 4 of 4 under this IA. The Customer’s priorities will apply to the Customer’s applications or services as they are incorporated into the

Disaster Recovery Plan (DRP) provided by Contractor to the State as required by Section 78 of the Master Contract.

SECTION 4: Portal Access to Data Records

Where applicable and as stated in the Statement of Work, the Customer authorizes the Portal to access electronic public records databases and confidential records databases maintained by the Customer in accordance with this IA. Access by the Portal will be on an as needed basis for the purpose of providing access, facilitating transactions or offering other services to users of and subscribers to the Portal as permitted by State law and the respective SOWs.

SECTION 5: Application Costs

Except as set forth in an applicable SOW, Contractor shall be responsible for costs and expenses in establishing electronic access or other applications for electronic services, including without limitation, the cost for purchasing or developing and maintaining all programs used to interface with the Customer’s computer applications to provide access to the public records maintained by the Customer.

SECTION 6: Collections

Collections shall be made in accordance with the terms of the Master Contract and as described in the SOW.

SECTION 7: Payments

Payments to the Contractor shall be made in accordance with the terms of the Master Contract and as described in the SOW.

Account reconciliation and audit information will be provided as set forth in the Master Contract.

SECTION 8: PCI-DSS Compliance

The Parties understand and agree that certain personal and/or sensitive information may be transmitted and/or received by virtue of this IA. The Parties understand and agree to comply with the Payment Card Industry’s Data Security Standards (“PCI-

DSS”) and any amendments thereto.

SECTION 9: SOW Change Order

In the event the Parties elect to provide work that is different or additional to that currently provided for in a SOW, the Parties agree that they shall follow the Project Change Control Process, as that term is detailed in the SOW.

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this IA as of the Effective

Date.

Signatures:

Customer Date

Print

Contractor Date

State Date

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