Final Bluewolf Contract - Redacted.pdf

Contract # 505ENT-O17-SALESFORCE-03 2 of 21 Salesforce Implementation Services

TABLE OF CONTENTS

1. DEFINITIONS

2. APPLICABLE LAW

3. CONTRACT TERM

4. CONTRACT TERMINATION FOR CAUSE

5. CONTRACT TERMINATION FOR CONVENIENCE

6. CONTRACT CANCELLATION

7. TRANSITION SERVICES

8. POST CONTRACT OBLIGATIONS

9. PRIME CONTRACTOR; CONTRACTOR COMPLIANCE; RESPONSIBILITY FOR ACTIONS

10. DELAY AND REMEDY

11. WORK CENTER CRITERIA

12. NON-APPROPRIATION

13. CONTRACTOR’S INSURANCE RESPONSIBILITY

14. NONDISCRIMINATION AND AFFIRMATIVE ACTION

15. STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY

16. CONTRACTOR INDEMNIFICATION

17. CONFIDENTIAL INFORMATION

18. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS

19. SECURITY OF PREMISES, EQUIPMENT, DATA AND PERSONNEL

20. RENDERING OF SERVICES

21. CONTRACTOR PERSONNEL

22. SHIPPING

23. RISK OF LOSS

24. IDENTIFICATION

25. LIENS, CLAIMS AND ENCUMBRANCES

26. WARRANTY OF ITEMS OFFERED

27. RECEIPT OF GOODS

28. PERFORMANCE

29. SPECIFICATIONS

30. INDEPENDENT CONTRACTOR

31. COOPERATION WITH OTHER CONTRACTORS

32. EMPLOYEES

33. ANTITRUST ASSIGNMENT

34. REFUND OF CREDITS

35. OWNERSHIP RIGHTS

36. PROMPT PAYMENT

37. STATE TAX EXEMPTION

38. PROMOTIONAL ADVERTISING AND NEWS RELEASES

39. NOTICE AND CHANGE OF CONTACT INFORMATION

40. RECORDS, RECORDKEEPING AND RECORD RETENTION

41. EXAMINATION OF RECORDS

42. BREACH NOT WAIVER

43. ASSIGNMENT OF CONTRACT

44. SEVERABILITY

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45. CONTRACT DISPUTE RESOLUTION

46. TERMINATION OF PURCHASE ORDER

47. FORCE MAJEURE

48. TIME IS OF THE ESSENCE

49. NO AGENCY RELATIONSHIP

50. DISCLOSURE

51. RATE CARD

52. OTHER DOCUMENTS

53. SERVICES PERFORMED IN UNITED STATES

54. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA)

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STATE OF WISCONSIN SERVICES CONTRACT

1. DEFINITIONS

Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties, where capitalized, the following words and terms shall have the meanings indicated.

The meanings shall be applicable to the singular, plural, masculine, feminine and neuter.

“Acceptance” means a manifestation of assent by the Authorized User to the terms, Services, Deliverables or other items offered by the Contractor under the Contract after Inspection by the Authorized User.

“Additional Services” means Service or Deliverable within the scope of the Contract, but not specifically provided under any Statement of Work.

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

s. 16.70(2).

“Authorized User” means state agencies, political subdivisions, and municipalities authorized by state statutes to use state contracts.

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the Authorized User or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-public information related to the Authorized User’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the disclosing party. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contract” means the final version of any contractually binding agreement between the State and the Contractor relating to the subject matter of this RFP; references to the Contract include all exhibits, attachments, amendments, and other documents attached thereto or incorporated therein by reference.

“Contract Administrator” means the individual in DOA’s Division of Enterprise Technology (DET) responsible for administering day-to-day operational matters of the Contract.

“Contract Manager” means the individual in the State Bureau of Procurement (SBOP) responsible for managing this RFP and subsequent contractual issues.

“Contracted Personnel” means a Contractor’s employees or other personnel (including officers, agents and Subcontractors) provided by the Contractor specifically to render Services under this Contract.

“Contracting Agency” means the Agency entering into this Contract on behalf of the State.

“Contractor” means the entity entering into this Contract with the State.

“Day” means calendar day unless otherwise specified in this Contract.

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“Default” means the omission or failure to perform a contractual duty or provide Deliverables or render Services as contractually required.

“Deliverables” means all project materials, including Goods, software licenses, data, and documentation created during the rendering of Services hereunder. Deliverables shall be the property of the Authorized User unless otherwise specified in the Contract.

“Goods” means articles of trade or items of merchandise, supplies, raw materials, or finished products, and may also include incidental or related services as the situation may require.

“Inspection” means an examination of Deliverables or Services provided for a Purchase Order and related document under this Contract in order to determine their fitness for use.

“Key Personnel” means specifically identified Contracted Personnel that play a lead and critical role in rendering Services during the Contract term.

“Municipality” means any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (Wis. Stats s. 16.70(8), Wis. Stats.) and Federally recognized Indian tribes and bands per Wis. Stats. ss. 66.0301(1) and (2).

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

a. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

b. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the Authorized User’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the Authorized User’s standard document of a purchase of Deliverables and Services.

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

“SOW” means Statement of Work.

“State” means the State of Wisconsin.

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“Subcontract” means an agreement, written or oral between the Contractor and any other party to fulfill the requirements and performance obligations of a Purchase Order under this Contract.

“Subcontractor” means an entity that enters into a Subcontract with the Contractor for the purpose of delivering Deliverables or performing obligations of a Purchase Order under this Contract or rendering Services to the Authorized User.

“Work Center” means a charitable organization or nonprofit institution which is licensed under s.

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

2. 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.

3. CONTRACT TERM

The initial term of this Contract is targeted to be for two (2) years from the effective date, with the initial term ending August 23, 2018. The initial term is subject to change and will be at the sole discretion of the State. This Contract is eligible for two (2) mutually agreed upon one-year renewals, unless terminated as provided herein. To ensure the delivery of improved services and competitive pricing, to address potential performance issues, changes in technology or industry consolidation, the State reserves the right to negotiate the pricing and terms at the time of Contract renewal.

Only incomplete projects with an active Purchase Order which is not closed may be completed after contract expiration or termination for convenience under the same terms and conditions of the last term of the Contract. For all Authorized Users except State Agencies, such active Purchase Orders cannot exceed 12 months following contract termination or expiration. Specific to State Agencies, an active Purchase Order which is not closed after contract termination or expiration may cannot exceed the term of the then-current fiscal year.

4. CONTRACT TERMINATION FOR CAUSE

The State may terminate this Contract after providing the Contractor with thirty (30) Days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

The Contractor may terminate this Contract after providing the State with sixty (60) Days written notice of the State’s right to cure a failure of the State to perform under the terms of this Contract.

Upon the termination of the 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.

5. CONTRACT TERMINATION FOR CONVENIENCE

The State may terminate this Contract at any time, without cause, by providing a written notice to the other party at least thirty (30) Days in advance of the intended date of termination.

Contractor may terminate this Contract at any time, without cause, by providing a written notice to the other party at least sixty (60) Days in advance of the intended date of termination.

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In the event of a termination for convenience, the Contractor shall be entitled to receive compensation for any completed or partially completed Services rendered or Deliverables provided under the Contract. Compensation for partially completed Services shall be no more than the percentage of completion of the Services requested, as determined by the Authorized User in its sole discretion, multiplied by the corresponding payment for completion of such Services as set forth in the Contract. Alternatively, at the sole discretion of the Authorized User, the Contractor may be compensated for the actual Service hours provided. The Authorized User shall be entitled to a refund for Deliverables or Services paid for but not received or rendered, such refund to be paid within 30 Days of written notice to the Contractor requesting the refund.

6. CONTRACT CANCELLATION

6.1. The State reserves the right to cancel this Contract in whole or in part without penalty, and without prior notice, if the Contractor:

Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity

Makes an assignment for the benefit of creditors

Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract;

Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information, or

Performs in a manner that threatens the health or safety of a State employee, citizen, or customer.

6.2. The State reserves the right to cancel this Contract in whole or in part without penalty, with 30 Days’ notice, if the Contractor:

Fails to follow the sales and use tax certification requirements of s. 77.66 of the Wisconsin Statutes;

Incurs a delinquent Wisconsin tax liability;

Fails to submit a non-discrimination or affirmative action plan as required herein.

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

Becomes a state or federally debarred contractor.

7. TRANSITION SERVICES

Upon cancellation, termination, or expiration of this Contract for any reason, the Contractor shall provide such reasonable cooperation, assistance and Services, and shall assist the Authorized User in the migration of the Authorized User's production operations to the Authorized User's control or to the control of an alternative contractor upon written notice to the Contractor at least thirty (30) Business Days prior to termination or cancellation, and subject to the terms and conditions set forth herein. This Contract shall automatically be extended by the number of days that training or continued Services are necessary to be performed in order to complete the transition. The Contractor's Services required to complete the transition after the notice set forth herein shall be within this Contract's scope and shall not be the subject of any change Purchase Order. Such services shall be provided at the Contractor’s current contract rates, or such lower rates as agreed by the parties.

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8. POST CONTRACT OBLIGATIONS

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 effective date of termination or expiration, except for those that by their terms survive such termination or expiration.

9. PRIME CONTRACTOR; CONTRACTOR COMPLIANCE; RESPONSIBILITY FOR ACTIONS

Contractor is the Prime Contractor. Subcontractors are permitted to perform Services on this Contract. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of services and the payment of any and all charges resulting from its contractual obligations.

The Contractor shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations that are in effect during the term of this Contract that may affect the Contractor’s work or obligations hereunder.

The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

10. DELAY AND REMEDY

If the Contractor fails to remedy any delay or other problem in its performance of its Contract obligations after receiving reasonable notice from the Authorized User to do so, the Contractor shall reimburse the Authorized User for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. In case of failure to deliver Deliverables or Services in accordance with this Contract, the Authorized User, upon written notice to the Contractor, may procure such Deliverables or Services from other sources as necessary, and the Contractor shall be responsible for the additional cost, including the cost of re-procurement, purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to the Authorized User.

11. WORK CENTER CRITERIA

The Contractor shall implement processes that allow Agencies to satisfy the State's obligation to purchase goods and services produced by Work Centers certified under the State’s Work Center Law, §16.752, Wis. Stat. The Contractor shall include goods provided by Work Centers in its catalog for Agencies and block the sale of comparable items to Agencies.

12. NON-APPROPRIATION

The Authorized User reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

13. CONTRACTOR’S INSURANCE RESPONSIBILITY

The insurance must be written for not less than any minimum coverage specified in this Contract or required by law, whichever is greater. The minimum coverages and limits are subject to modification, if in the best interest of the State, as determined by the State, in the final Contract document to reflect the final negotiated services of the Contractor.

The insurers selected by the Contractor must have an A.M. Best rating of A or better, or as otherwise approved in writing by the State, or if the ratings are no longer available, with a comparable rating from a recognized insurance rating agency. All policies of insurance required in this Contract must be issued by companies that have been approved to do business in the State.

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Where specific limits are shown, they are the minimum acceptable limits. If Contractor’s policy contains higher limits, the State must be entitled to coverage to the extent of the higher limits.

The Contractor is required to pay for and provide the type and amount of insurance below.

Worker's compensation insurance, as required under Chapter 102 of the Wisconsin Statutes, for all of the Contractor’s employees and Contracted Personnel engaged in the work performed under this Contract;

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

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

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

The State reserves the right to require higher or lower insurance limits, where warranted.

13.1. Certificates of Insurance and Other Requirements

Contractor must furnish to the State, certificate(s) of insurance verifying insurance coverage or providing satisfactory evidence of self-insurance as required in this section (the “Certificates”).

The Certificate must be on the standard “accord” form or equivalent. The Contract Number must be shown on the Certificate of Insurance to assure correct filing.

All Certificate(s) are to be prepared and submitted by the Insurance Provider. All Certificate(s) must contain a provision indicating that coverage afforded under the policies SHALL NOT BE CANCELLED, MATERIALLY CHANGED, OR NOT RENEWED without thirty (30) Days prior written notice, except for ten (10) Days for non-payment of premium, having been given to the State. The Contractor is responsible to provide this notice upon receipt and must include the Contract number affected.

Before the Contract is signed, and not less than twenty (20) Days before the insurance expiration date every year thereafter, the Contractor must provide evidence that the State and its agents, officers and employees are listed as additional insured under each commercial general liability and commercial automobile liability policy.

The Contractor must maintain all required insurance coverage throughout the term of the Contract and any contract renewals. The minimum limits of coverage specified above are not intended, and must not be construed; to limit any liability or indemnity of Contractor under this Contract to any indemnified party or other persons. Contractor is responsible for all deductibles with regard to the insurance.

If the Contractor fails to pay any premium for required insurance as specified in this Contract, or if any insurer cancels or significantly reduces any required insurance as specified in this Contract without the State’s written consent, then the State may, after the State has given the Contractor at least thirty (30) Days written notice, pay the premium or procure similar insurance coverage from another company or companies. The State may deduct any part of the cost from any payment due the Contractor, or the Contractor must pay that cost upon demand by the State.

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14. NONDISCRIMINATION AND AFFIRMATIVE ACTION

The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, developmental disability as defined in § 51.01(5), Wis. Stats., or sexual orientation as defined in §111.32(13m), Wis. Stats.

This provision shall include, but is not limited to, 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.

Unless exempted by workforce size (50 or fewer employees) or Contract amount ($50,000 or less), the Contractor must submit a written affirmative action plan to the State.

The Contractor shall post a notice provided by the State, setting forth the provisions of the State's nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor’s employees and applicants for employment are able to read it.

Failure to comply with the conditions of this provision may result in the following consequences:

termination of this Contract as provided in Section 6, Contract Cancellation herein, designation of the Contractor as "ineligible" for future consideration as a responsible, qualified Proposer or proposer for State contracts, or withholding of a payment due under the Contract until the Contractor is in compliance

15. STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY

The State shall offset payments made to the Contractor under this Contract in an amount necessary to satisfy a certified or verifiable delinquent payment owed to the State, or to any state or local unit of government. The State also reserves the right to cancel this Contract as provided in Section 6, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the term of the Contract.

16. CONTRACTOR INDEMNIFICATION

Contractor shall hold the State harmless and shall defend and indemnify the State, its Agencies, officers and employees against any and all claims, suits, actions, liabilities and costs of any kind, including attorney's fees, for personal injury or damage to property arising from the acts or omissions of the Contractor, its agents, officers, employees or Subcontractors.

17. CONFIDENTIAL INFORMATION

17.1. Disclosures

In connection with the Contractor’s performance hereunder, it may be necessary for the Authorized User to disclose to the Contractor Confidential Information. The Contractor shall not use such information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all such information in confidence, and shall not disclose such information to any persons other than its directors, officers, employees, and agents who have a business-related need to have access to such information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract.

Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of such information while in its possession or control, including transportation, whether physically or electronically.

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Contractor shall ensure that all indications of confidentiality contained on or included in any item of such information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the Authorized User, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain such information of the Authorized User, as directed.

The Contractor shall maintain all such information for a period of six (6) years from the date of termination of this Contract, and shall thereafter return or destroy said information as directed by the State.

17.2. Equitable Relief; Indemnification in Event of Contractor Breach Indemnification: In the event of a breach of this Section by Contractor, Contractor shall indemnify, defend and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its Subcontractors, employees and agents including, but not limited to, disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section and, with respect to Personally Identifiable Information, the costs of monitoring the credit of all persons whose Personally Identifiable Information was disclosed.

Equitable Relief: The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the Authorized User, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the Authorized User, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

18. INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS

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

19. SECURITY OF PREMISES, EQUIPMENT, DATA AND PERSONNEL

During the performance of Services under this Contract, the Contractor may have access to the personnel, premises, equipment, and other property, including data files, information, or materials (collectively referred to as “data”) belonging to the Authorized User. The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the Authorized User, in accordance with the instruction of the Authorized User. The Contractor shall be responsible for damage to the Authorized User's equipment, workplace, and its contents, or for the loss of data, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the Authorized User accordingly upon demand.

This remedy shall be in addition to any other remedies available to the Authorized User by law or in equity.

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20. RENDERING OF SERVICES

The Contractor shall render Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the Authorized User’s satisfaction; the Authorized User’s decision in that regard shall be final and conclusive. The Authorized User may inspect, observe and examine the performance of the Services rendered on the Authorized User's premises at any time. The Authorized User or State may inspect, observe and examine the performance of Contractor’s Services at reasonable times, without notice, at any other premises.

If the State or Authorized User notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Contract requirements for any reason other than as a result of the Authorized User’s Default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable time as the Authorized User specifies. This remedy shall be in addition to any other remedies available to the Authorized User by law or in equity.

21. CONTRACTOR PERSONNEL

21.1. Identification

If requested by the Authorized User, the Contractor shall provide a list of the names and addresses of all Contractor’s employees, Contracted Personnel, or Subcontractor’s employees who may at any time require admission to the Authorized User’s premises 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 Authorized User may require.

The Authorized User reserves the right to refuse to admit to the Authorized User's premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the Authorized User, would be undesirable.

21.2. Right to Approve Changes of Contracted Personnel

The Authorized User shall have the absolute right to approve or disapprove a proposed change of Key or Contracted Personnel. The Contractor shall provide to the Authorized User, in each instance a resume of the proposed substitute and an opportunity to interview that person prior to giving its approval or disapproval. The Authorized User shall not unreasonably withhold this approval.

21.3. Contracted Personnel Removal

The Authorized User may direct the Contractor to remove or reassign Key or Contracted Personnel at the Authorized User's discretion; however, the Auhtorized User's right to do so does not implicate the Authorized User as a party to any of the Contractor's obligations in the Contract. The Authorized User may request that a Contracted Personnel be replaced within ten

(10) Business Days from such removal.

21.4. Identification of Contracted Personnel

The Contractor shall furnish each Contracted Personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform Services under the Contract, and furnish the Authorized User with security credentials on these Contracted Personnel, if requested.

21.5. Background or Criminal History Investigation

Prior to the commencement of any Services under this Contract, the Authorized User may request a background or criminal history investigation of Contracted Personnel, and Subcontractor’s employees, who will be providing Services to the State under the Contract. If any of the stated personnel providing Services to the Authorized User under this Contract is not

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22. SHIPPING

Except as otherwise specified herein, Deliverables shall be shipped, F.O.B. Destination, and the Authorized User shall accept legal title of Deliverables at the point of delivery. Freight charges shall not be paid by the Authorized User, but rather shall be prepaid by the Contractor. Unless otherwise specified, the Contractor shall determine the mode of freight and shall accept responsibility for payment of freight charges and processing of freight claims.

23. RISK OF LOSS

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

24. IDENTIFICATION

All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an Purchase Order hereunder shall contain the applicable Authorized User Purchase Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an Purchase Order, indicating the contents therein. Standard commercial packaging, packing and shipping containers shall be used. If requested by the Authorized User, all shipping containers shall be legibly marked or labeled on the outside with Authorized User Purchase Order number, product description, and quantity, or as otherwise directed by the Authorized User.

25. LIENS, CLAIMS AND ENCUMBRANCES

The Contractor warrants and represents that all Deliverables ordered hereunder are free and clear of all liens, claims or encumbrances of any kind.

26. WARRANTY OF ITEMS OFFERED

Deliverables and Services rendered shall be strictly in accordance with the Purchase Order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of the Authorized User. Deliverables delivered under this Contract are subject to Inspection and testing upon receipt

The Contractor warrants that the Deliverables provided shall conform to the specifications in this Contract, are fit and sufficient for the purpose manufactured, of good material and workmanship, and free from defect. Deliverables offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the Authorized User. Items shall be equal in quality and performance to the standards indicated herein. Deliverables delivered that do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Contractor’s expense. The Contractor shall assign to the Authorized User its right to recover under any warranties applicable to the Deliverables offered. [Descriptions used herein are specified solely for the purpose of indicating standards of quality, performance, and/or use desired.]

27. RECEIPT OF GOODS

The Authorized User's receipt of Deliverables upon delivery is for the sole purpose of identification.

Such identification shall not be construed as Acceptance of the Deliverables if they do not conform to contractual requirements. If there are any apparent defects in the Deliverables at the time of delivery, the Authorized User shall promptly notify the Contractor of its rejection of said

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Deliverables. Without limiting any other rights, the Authorized User, at its option, may require the Contractor to:

Repair or replace any or all of the defective and rejected Deliverables at Contractor's expense, Refund the price of any or all of the defective and rejected Deliverables, and

Accept the return of any or all of the defective and rejected Deliverables.

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

28. PERFORMANCE

Services rendered under this Contract shall be performed in a timely, professional and diligent manner by qualified and efficient personnel and in conformity with the strictest quality standards mandated or recommended by all generally recognized organizations establishing quality standards for the type of Services to be rendered hereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its Subcontractors render Services, and the Contractor shall observe, aProposale by, and perform all of its obligations in accordance with all legal requirements and Authorized User or Agency work rules.

Without limiting the foregoing, the Contractor shall control the manner and means of the Services rendered so as to do so in a reasonably safe manner and in compliance with 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) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and 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 a Purchase Order shall govern and shall be provided by the Authorized User.

29. SPECIFICATIONS

The apparent silence of the Authorized User's specifications as to any detail, or the apparent omission of a detailed description concerning any matter, shall be regarded as meaning that only the best commercial practice shall be followed and only material and workmanship of the first quality may be used. Upon any notice of noncompliance provided by the Authorized User, Contractor shall supply proof of compliance with the specifications. Contractor shall provide written notice of its intent to deliver alternate or substitute Services or Deliverables. Alternate or substitute Services or Deliverables may be accepted or rejected in the sole discretion of the Authorized User; and any such alternates or substitutes shall be accompanied by Contractor's certification and evidence satisfactory to the Authorized User that the function, characteristics, performance and endurance shall be equal or superior to the original Services or Deliverables specified.

30. INDEPENDENT CONTRACTOR

The Contractor shall act as an independent contractor in rendering any and all Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, Contracted Personnel, and Subcontractors, if any.

31. COOPERATION WITH OTHER CONTRACTORS

In the event that the Authorized User issues a Purchase Order with another contractor for additional Services, the Contractor shall ensure that Contracted Personnel fully cooperate with such other contractor. Contracted Personnel shall not commit any act that interferes with the rendering

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32. EMPLOYEES

Both Parties may not solicit, contract with, or employ either Parties’ employee or an individual retained as a full-time contractor during the term of this Contract..

33. ANTITRUST ASSIGNMENT

By entering into this Contract, the Contractor conveys, sells, assigns and transfers to the State 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 Authorized User under this Contract.

34. REFUND OF CREDITS

Within sixty (60) Days of the Authorized User’s request, the Contractor shall pay to the Authorized User any credits resulting from an Purchase Order that the Authorized User determines cannot be applied to future invoices.

35. OWNERSHIP RIGHTS

Unless an ownership interest is granted or reserved in this Contract, a Authorized User Purchase Order issued under this Contract shall allow the Authorized User unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the Authorized User as part of the performance of the Contract.

36. PROMPT PAYMENT

The Authorized User shall pay the Contractor’s Properly-submitted Invoices within thirty (30) Days of receipt, provided that the Deliverables or Services to be provided to the Authorized User have been delivered, rendered, or installed, and accepted as specified in the solicitation document, Statement of Work (SOW) or this Contract.

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

37. STATE TAX EXEMPTION

The State is exempt from payment of Wisconsin sales or use tax on all purchases.

38. PROMOTIONAL ADVERTISING AND NEWS RELEASES

Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

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39. NOTICE AND CHANGE OF CONTACT INFORMATION

Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested.

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

40. RECORDS, RECORDKEEPING AND RECORD RETENTION

Pursuant to §19.36(3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, State and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for six (6) years.

41. EXAMINATION OF RECORDS

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

42. BREACH NOT WAIVER

A failure to exercise any right, or a delay in exercising any right, power or remedy hereunder on the part of either party shall not operate as a waiver thereof. Any express waiver shall be in writing and shall not affect any event or Default other than the event or Default specified in such waiver. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of Default, evidence of proper Contractor performance, or Acceptance of any defective item or work furnished by the Contractor.

43. ASSIGNMENT OF CONTRACT

The Contractor shall provide prior written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment. The terms and conditions of this Contract as well as any rights obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties.

44. 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 comes closest in intent to the invalid provision.

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45. CONTRACT DISPUTE RESOLUTION

In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for the seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

45.1. No Termination or Suspension of Services

If any problem or dispute arises between the parties, in no event nor for any reason and unless and until authorized by a court of competent jurisdiction, shall Contractor interrupt the performance of the Services or any other obligation hereunder, disable any equipment used in the Services, or perform any other action that prevents, slows down, or reduces in any way the performance of the Services or the State’s ability to conduct its business.

46. TERMINATION OF PURCHASE ORDER

The Authorized User may terminate a specific Purchase Order issued under this Contract if it determines that the Contractor is unable to render the Services or provide the Deliverables required in a timely manner, in order to meet the business needs of the Authorized User.

47. FORCE MAJEURE

Neither party shall be in Default by reason of any failure in performance of the SOW and/or Purchase Order under 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.

48. TIME IS OF THE ESSENCE

Timely provision of Services or Deliverables required under this Contract…