WIVIP Contract FULLY EXECUTED.pdf

CONTRACT

COMMODITY OR SERVICE: CONTRACT NO:

Establishment and Operation of the Wisconsin 395002-M23-0510441 Vehicle Inspection Program

REQUEST FOR PROPOSAL NO: CONTRACT PERIOD:

510441 Five (5) years upon execution

This contract is entered by and between the State of Wisconsin Department of Transportation (hereafter referred to as WisDOT) and Opus Inspection.

FOR STATE OF WISCONSIN TO BE COMPLETED BY CONTRACTOR

DEPARTMENT OF TRANSPORTATION

FOR

Company Name

BY

Signature

Company Address

Printed

City, State, Zip Code

TITLE

BY

DATE Signature

Printed

TITLE

PHONE

DATE

DocuSign Envelope ID: 7091F556-470E-4DA2-961A-B28A612FC207

E. Granby, CT, 06026

Opus Inspection, Inc.

CEO - Opus Inspection Inc.

7 Kripes Rd

4/26/2023 | 4:12 PM CDT

Andy McIntosh

3125330372

WisDMV Administrator

4/27/2023 | 8:13 AM CDT

Kristina Boardman https://webapp.dot.state.wi.us/purchasingContractTracker/

Wisconsin Vehicle Inspection Program Contract No. 395002-M23-0510441

I. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract", shall be between the Wisconsin Department of Transportation, hereinafter referred to as "WisDOT", and the successful proposer, Opus Inspection, hereinafter referred to as “Opus”, “Opus Inspection”, the "Contractor" , “Supplier” or “Provider”, for Establishment and Operation of the Wisconsin Vehicle Inspection Program, according to the terms set forth in this Contract.

WisDOT Contract Administrator: DMV Inspection Maintenance Unit Supervisor, Bryon Gerick, bryon.gerick@dot.wi.gov (414) 227-1868.

II. TERM OF CONTRACT

The term of the contract shall run for five (5) years upon execution, or until 11:59 p.m. on June 30, 2028, whichever occurs later. There are two (2) three-year renewal options which may be executed upon mutual agreement. The contract will be in force upon execution. Because the Parties have extended contract 406914 to continue the performance of emission testing services as provided in that contract until the start of the Operating Phase to be agreed to in the Implementation Plan, no right of payment shall arise under this contract until that contract 406914 is terminated. The Parties agree that there shall be no simultaneous payment under this contract and contract 406914.

III. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

The WisDOT's Request for Proposal including all amendments and attachments, the Contractor’s proposal, and additional terms agreed to, in writing, by WisDOT and Contractor and this Agreement constitute the entire agreement between the parties.

The following priority for contract documents will be used if there are conflicts or disputes:

1. Amendments to the contract, if any, in reverse chronological order

2. Testing Facilities in Lieu of Walmart

3. Executed contract document

4. WIVIP Supplier Issue Escalation Policy

5. Operating Phase Liquidated Damages

6. Implementation Phase Liquidated Damages

7. Implementation Plan

8. Official Purchase Order

9. Proposal response submitted by Opus Inspection as accepted by WisDOT

10. WisDOT Request for Proposals solicitation

Any conflict in terms shall be governed by the highest listed document.

IV. CERTIFICATION OF SALES AND USE TAX

The State of Wisconsin shall not enter into a contract with a vendor, and reserves the right to cancel any existing contract, if the vendor or contractor has not met or complied with the requirements of s.77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

V. PRIME AND SUBCONTRACTORS

The prime contractor is responsible for performance of, payments to, and liability of their subcontractors.

Subcontractors must abide by all terms and conditions of the contract. If subcontractors will be used, the prime contractor must clearly explain their participation to WisDOT.

DocuSign Envelope ID: 7091F556-470E-4DA2-961A-B28A612FC207 mailto:bryon.gerick@dot.wi.gov

VI. SMOKE-FREE ENVIRONMENT

All buildings where this work is to be performed are smoke-free buildings. No smoking shall be permitted.

VII. SEPARABILITY

If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that provision shall be deemed to be null and separable from the remaining provisions and shall in no way affect the validity of this contract.

VIII. CONFIDENTIALITY

Contractor acknowledges that some of the data and documentation it may become privy to in the performance of this contract is of a confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subcontractors do not disseminate such confidential information.

Contractor or its employees and subcontractors will not reuse, sell, make available, or make use in any format the data researched or compiled for this contract for any venture, profitable or not, outside this contract.

Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the manufacturer's, bidder's, or distributor's whereby Contractor or any Contractor's personnel may gain access while engaged by the State or while on State premises.

The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor following any termination. Contractor shall advise all Contractors’ agents, employees, successors, assigns and subcontractors which are engaged by the State of the restrictions, present and continuing, set forth herein.

Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by Contractor, its agents, employees, successors, assigns and subcontractors regarding the restrictions herein.

IX. MINORITY BUSINESS ENTERPRISE/ DISABLED VETERAN BUSINESS SUBCONTRACTORS

Wisconsin statutes support purchasing goods/service from state certified Minority Business Enterprises (MBEs) and Disabled Veteran-owned Businesses (DVBs) located in Wisconsin. The Wisconsin Department of Transportation is committed to the promotion of state certified minority and disabled veteran-owned businesses in the State’s purchasing program.

An MBE means a business certified, or certifiable, by the Wisconsin Department of Administration under Statute 560.036(2). Authority for the Minority Business Enterprise (MBE) program is found in Wisconsin Statutes 15.107(2), 16.75(3m), and 16.755.

A DVB means a business certified, or certifiable, by the Wisconsin Department of Administration (DOA), Wisconsin Supplier Diversity Program under Statute 16.283 (3). "Disabled veteran" means a person who is verified by the Department of Veterans Affairs as being all of the following at the time the person applies for certification:

1. A veteran as defined in s. 45.01(12),

2. A resident of this state, and

3. A person who is in receipt of an award from the U.S. Department of Veterans Affairs of a service– connected disability rating under 38 USC 1114 or 1134 of at least 30%.

Bidders who feel that they qualify, should seek certification from the Wisconsin Department of Administration, Wisconsin Supplier Diversity Program, and mark “yes” on page 2 of the RFB. Details of program certification are located at: https://wisdp.wi.gov/ https://wisdp.wi.gov/

Bidders are strongly urged to use due diligence to further this policy by setting up subcontracts to state-certified MBEs and DVBs and/or by using such enterprises to provide goods and services incidental to this contract (second-tier suppliers), with a goal of awarding 5% of the contract cost to such enterprises.

Bidders must submit the attached WisDOT MBE / DVB Program Awareness, Compliance & Action Plan (Attachment C) indicating their proposed utilization of state-certified minority businesses for this contract.

Contact the State’s Minority Business Manager for assistance in locating certified firms at (608) 267-9550. A listing of State of Wisconsin certified minority businesses, as well as the services and commodities they provide, is on the State-certified MBE web site: https://wisdp.wi.gov/Search.aspx.

Monthly reports (Attachment D) are requested to be submitted to WisDOT’s Purchasing Unit via email to DOTTIPSCOrrespond@dot.wi.gov, itemizing the deliveries and cost of items or services provided by certified firms. Reports should state the costs for the previous contract month. The Department reserves the right to verify with listed firms their involvement as subcontractors or second-tier suppliers.

https://wisdp.wi.gov/Search.aspx mailto:DOTTIPSCOrrespond@dot.wi.gov

MINORITY BUSINESS PARTICIPATION REPORT

Wisconsin Department of Transportation DT1230 8/2006 s.16.75(3m) Wis. Stats.

Return via FAX to:

OR

Return via e-mail to:

608-267-3609, ATTN: Purchasing Minority Business Coordinator tipscorrespondence.dbm@dot.wi.gov

Report Date Contract / Purchase Order # Time Period Covered by Report

Monthly: through

Quarterly: #1 #2 #3 #4

Project Name / Contract Title

Prime Vendor / Contractor Name Federal Employer Identification Number – FEIN

Minority Vendor Contractor Name, Address and Telephone Number

Product / Service Purchased

Subcontract $ Amount

Second Tier $ Amount

If no business was awarded to Minority Business Enterprises (MBE) for this period, please describe the efforts made to encourage minority business participation. If you have questions, please call the WisDOT Minority Business Program Specialist, 608-267-2886.

I certify that the information contained on this report is true and correct.

I also certify that I am an authorized representative of the above-identified Prime Vendor / Contractor.

(Prime Vendor/Contractor Authorized Representative Name)

(Title) mailto:tipscorrespondence.dbm@dot.wi.gov