State of Wisconsin

State of Wisconsin DOA-3261 (R05/2014) s.16.75, Wis. Statutes PROPOSALS MUST BE SEALED & ADDRESSED TO: Remove from proposer list for this commodity/service. (Return this page only.) AGENCY ADDRESS: Proposal envelope must be sealed and plainly marked in lower corner with due date and Request for Proposal # S-0323 DHCAA-14. Late proposals will be rejected. Proposals MUST be date and Attn: Jacqueline Sommers Smith , Procurement Manager time stamped by the soliciting purchasing office on or before the date and time that the proposal is due. Proposals dated and time stamped in another office will be rejected. Receipt of a proposal by 1 West Wilson, Room 655 the mail system does not constitute receipt of a proposal by the purchasing office. Any proposal which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Madison, WI 53703 Proposals must be submitted separately, i.e., not included with sample packages or other proposals. Proposal openings are public unless otherwise specified. Records will be available for public inspection after issuance of the notice of intent to award or the award of the contract. Proposer should REQUEST FOR PROPOSAL contact the person named below for an appointment to view the proposal record. Proposals shall be firm for acceptance for sixty (60) days from date of proposal opening, unless otherwise noted. The THIS IS NOT AN ORDER attached terms and conditions apply to any subsequent award. PROPOSER (Name and Address) Proposals MUST be in this office no later than October 30, 2014 3:00 PM CST Name (Contact for further information) Jacqueline Sommers Smith E-mail: [email protected] Phone Date 608-266-0509 9/22/2014 Quote Price and Delivery FOB

Public Opening No Public Opening Description

The Department of Health Services’ Disability Determination Bureau (DDB) is seeking medical consultants to provide consulting services in the evaluation of disability applications for Social Security, Supplemental Security Income (SSI) Medicaid. The Department seeks qualified Wisconsin licensed psychologist; psychiatrist or medical doctors or doctors of osteopathy with training and recent experience in internal medicine, family medicine, pediatrics, neurology, physical medicine, and rehabilitation, and occupation medicine. The Consultant will participate with disability determination specialists in the evaluation of all types of physical disabilities under Social Security laws and regulations. Consults review case records with no direct claimant contact.

Payment Terms: Delivery Time: We claim minority bidder preference [Wis. Stats. s. 16.75(3m)(b)(3)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Supplier Diversity Program. If you have questions concerning the certification process, contact the Wisconsin Supplier Diversity Program, 6th Floor, 101 E. Wilson Ave., Madison, Wisconsin 53703, (608) 267-9550. Does Not Apply to Printing Bids. We claim disabled veteran owned business bidder preference [Wis. Stats. s. 16.75(3m)(b)(3)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Disabled Veteran Owned Businesses. Bidder must be certified by the Wisconsin Supplier Diversity Program. If you have questions concerning the certification process, contact the Wisconsin Supplier Diversity Program, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 267-9550. Does Not Apply to Printing Bids. We are a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53702, (608) 266-5462. Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States. Yes No Unknown In signing this proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been independently arrived at without collusion with any other proposer, competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury.

We will comply with all terms, conditions and specifications required by the state in this Request for Proposal and all terms of our proposal. Name of Authorized Company Representative (Type or Print) Title Phone Fax

Signature of Above Date Email:

This form can be made available in alternate formats to individuals with disabilities upon request.

1 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

The undersigned (authorized official signing for the applicant organization) certifies to the best of his or her knowledge and belief that the applicant defined as the primary participant in accordance with 45 CFR Part 76, and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, and declared ineligible or Voluntarily excluded from covered transactions by any Federal department or agency;

(b) Have not within a 3-year period preceding this Bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statement, or receiving stolen property;

(c) Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and

(c) Have not within a 3-year period preceding this application/bid had one or more public transactions (Federal, State, or local) terminated for cause or default.

Should the applicant not be able to provide this certification, applicant should provide a written explanation as to why within the Transmittal Letter.

The applicant further agrees by submitting this proposal that it will include, without modification, the clause titled “Certification Regarding Debarment, Suspension, In-eligibility, and Voluntary Exclusion-Lower Tier Covered Transaction” provided in Appendix B to 45 CFR Part 76 in all lower-tier covered transactions (i.e., transactions with subgrantees and/or contractors) and in all solicitations for lower-tier covered transactions.

By: Date:

(Signature of Official Authorized to Sign Application)

For: DUNS Number: Name of Vendor Dun & Bradstreet if applicable

2 REQUEST FOR PROPOSALS (RFP)

Medical, Psychological, Psychiatric and Speech & Language Consulting Services

RFP# S-0323 DHCAA-14

Issued by:

STATE OF WISCONSIN Department of Health Services Division of Health Care Access and Accountability DISABILITY DETERMINATION BUREAU

Proposals must be received no later than: 3:00 PM CST, Thursday, October 30, 2014

For further information regarding this RFP, contact:

Jacqueline Sommers Smith Department of Health Services Division of Enterprise Services Bureau of Strategic Sourcing 1 W. Wilson Street, Room 655 Madison, WI 53703

Telephone: 608.266.0509 E-Mail: [email protected]

FAXED PROPOSALS WILL NOT BE ACCEPTED LATE PROPOSALS WILL BE REJECTED STATE RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS

3 TABLE OF CONTENTS

1. GENERAL INFORMATION

1.1 Introduction and Background 1.2 Medical Consultant Role 1.3 Medical Consultant Educational and Licensing Requirements 1.4 Experience 1.5 Agency Needs 1.6 Hours, Work Location, and Schedules 1.7 Quality, Timeliness and Performance Expectations 1.8 Procuring and Contracting Agency 1.9 Definitions 1.10 Clarification of the Specifications and Requirements 1.11 Timetable 1.12 Contract Term and Funding 1.13 VendorNet Registration Information

2. PREPARING AND SUBMITTING A PROPOSAL

2.1 General Instructions 2.2 Incurring Costs 2.3 Submitting the Proposal 2.4 Proposal Organization and Format 2.5 Sample Proposal

3. PROPOSAL SELECTION AND AWARD PROCESS

3.1 Review of Mandatory Requirements 3.2 Proposal Scoring 3.3 Award and Final Offers 3.4 Right to Reject Proposals and Negotiate Contract Terms 3.5 Evaluation Standard 3.6 Appeals Process

4. GENERAL PROPOSAL REQUIREMENTS

4.1 Qualifications 4.2 Technical Qualifications 4.3 Consulting Specialty, Hours and Schedule Proposal 4.4 Rate Proposal

5. COST AND RATE INFORMATION

5.1 Physician Rates 5.2 Psychologist and Psychiatrist Rates 5.3 Speech-Language Pathologist Rates

6. STANDARD CONTRACT TERMS, CONDITIONS AND REQUIREMENTS

6.1 Acceptance of Proposals Content 6.2 Conflict of Interest 6.3 Termination of Contracts 6.4 Recordkeeping and Record Retention 4 6.5 Executed Contract to Constitute Entire Agreement 6.6 Confidential Information 6.7 License Certification and Medical Program Eligibility

7. SPECIAL CONTRACT TERMS AND CONDITIONS

7.1 Payments 7.2 Liability

8. ATTACHMENTS

A. Sample Proposal B. Sample Contract C. Proposer Reference Form D. Designation of Confidential and Proprietary Information

5 1. GENERAL INFORMATION

1.1 Introduction and Background

The Disability Determination Bureau (DDB), Division of Health Care Access and Accountability (DHCAA), Department of Health Services (DHS), State of Wisconsin is an agency which makes determinations of disability under Titles II, XVI and XIX of the Social Security Act under contract with the Social Security Administration (SSA).

The disability determination process requires consultation services from qualified doctors of medicine or osteopathy, psychologists, psychiatrists and speech-language pathologists, hereinafter referred to variously as Consultants, on an ongoing basis in order to complete the disability determination function.

All consulting work is the review of electronic and written records and reports. Consultants do not have any direct patient contact.

DDB invites proposals from professionals with a wide variety of clinical and disability related experience. This Request for Proposal (RFP) has been designed to meet the needs of the agency while permitting a wide range of medical professionals to have the flexibility to meet the consulting specifications outlined in the RFP. DDB encourages all interested and qualified medical professionals to apply and recommends that all applicants closely read the proposal specifications and scoring provisions to determine the likelihood of their eligibility.

1.2 Medical Consultant Role

The role of the Medical Consultant in the disability determination process is based on Social Security Administration Disability policies and regulations, and includes, but is not limited to, the following activities:

1. Evaluating evidence to determine its adequacy for making disability decisions.

2. Assessing the severity of impairments and describing the functional capacities or limitations imposed by impairments.

3. Discussing with disability determination specialists and other agency staff ways to resolve problems in getting evidence of record.

4. Reviewing requests for consultative examinations in certain specific claims to assure that consultative examinations are necessary to resolve the issues in question. This includes assisting examiners in determining the appropriate exam type or clinical test to request.

5. Evaluating medical questions and making recommendations for improvement on letters and other forms of communication designed to obtain the proper evidence needed to determine disability.

6. Discussing with agency staff members ways to improve relations with the medical community and to assist in consultative examiner recruiting efforts.

7. Providing training to agency staff to improve disability specialist understanding and use of medical evidence.

8. Reviewing consultative reports for deficiencies in content and recommending ways to avoid deficient reports.

9. Contacting treating and examining doctors to obtain or clarify medical information of record. Completing a written report of the information obtained during the contact period.

10. Reviewing disability determinations to assure integrity of decision based on medical evidence and signing determinations.

11. Serving as referring physician (Medical and Osteopathic Doctors only) by authorizing medical tests and exams necessary to evaluate adult and childhood disability in cases of insufficiency of medical evidence of record. These tests are performed by consultative examination doctors. Tests may include, but may not be limited to, blood tests, x-rays, pulmonary function tests, cardiac exercise tests (treadmills), Doppler tests, CO diffusion 6 studies, EEGs, and EMGs, or any combination thereof. Occupational, speech, and physical therapy evaluations may also be needed depending on the circumstances of each case.

12. Serving as a Review Consultant on cases currently under appeal with the Social Security Administration's Office of Hearings and Appeals.

1.3 Medical Consultant Educational and Licensing Requirements

Medical Consultants must hold an unrestricted license in the State of Wisconsin as one of the following:

A. Medical Doctor

B. Doctor of Osteopathy

C. Clinical Psychologist or Psychiatrist

(A qualified clinical psychologist must be licensed or certified as a psychologist at the independent practice level of psychology by the State of Wisconsin; and possess a doctorate degree in psychology from a program in clinical psychology of an educational institution accredited by an organization recognized by the Council on Post-Secondary Accreditation).

D. Speech-Language Pathologist

(A qualified speech-language pathologist must be licensed as a speech-language pathologist by the State of Wisconsin, and must hold a Certificate of Clinical Competence (CCC-SLP) from the American Speech-Language-Hearing Association (ASHA), and have clinical experience with children.)

Contractors’ licenses to practice must not have been terminated, revoked or surrendered within the last 10 years nor is it currently suspended in any State, Puerto Rico or the District of Columbia.

Proof of licensing and/or certification shall be provided before any contractual engagement is executed.

1.4 Experience

All proposers must have three (3) years of clinical experience post internship or Social Security disability determination experience in the medical area covered by their Proposal. All three years’ experience must have been performed within the last five (5) years.

All work is performed in an electronic and paper case folder environment. Clerical assistance in support of the contracted duties is not guaranteed. Thus, all consultants must personally possess basic computer skills including experience in keyboarding and working in a Windows-based computer environment.

1.5 Agency Needs

DDB needs Consultants in the following specialty areas. The number of medical Consultants in each area is determined by the needs of the agency to process its workload. The following numbers are estimates and imply no guarantee of future work by DDB. The actual medical consulting needs of the agency at any given time are determined by the federal and state workloads assigned to the agency by its parent organizations. The following numbers are estimates and imply no guarantee for the actual number of contracts and hours awarded.

A) Licensed Physicians – Adult

Estimated total hours: 15,500

Estimated number of Consultants: 7 to 10

7 Minimum individual Consultant contract hours per contract year: 720

Maximum individual Consultant contract hours per contract year: 2,400

Mandatory Skills required: Evaluating cases in a wide range of physical impairment areas including, but not limited to, areas of internal/family medicine, oncology, neurology, orthopedics/physical medicine, and ophthalmology. Ability to interpret x-rays, EKGs, pulmonary function tests and basic vision tests.

B) Pediatrics -

Estimated number of Consultants needed: 2

Minimum individual Consultant contract hours per contract year: 720

Mandatory Skills / Knowledge required: Evaluating all childhood physical impairments, developmental disabilities, and growth impairments. Knowledge of all childhood medical conditions, developmental milestones, and growth and development issues.

C) Psychology & Psychiatry (Adult Cases) -

Mandatory Skills / Experience required: Evaluating cases with mental impairments. Ability to assess limitations of function and of ability to engage in appropriate daily and work-related activities based on clinical information relative to mental status and mental abilities. Ability and experience in interpreting psychometric tests.

D) Psychology & Psychiatry (Child Cases) -

Mandatory Skills required: Ability to evaluate cases with childhood mental impairments, and to assess limitation of ability to engage in age-appropriate daily activities based on clinical information relative to mental status and mental abilities. Ability and experience in interpreting psychometric tests. .

E) Speech-Language Pathology –

Estimated number of Consultants: 2

Minimum individual Consultant contract hours per contract year: 720 8 Maximum individual Consultant contract hours per contract year: 1200

Mandatory Skills required: Evaluating communicative impairments in children. Ability to interpret speech and language testing, including expressive and receptive language, vocabulary and articulation testing.

1.6 Hours, Work Location, and Schedules

All consulting work must be performed between the hours of 6:00 AM and 7:00 PM for a maximum of 10 hours per day, Monday through Friday. This is required in order to ensure an appropriate overlap between the Consultant’s hours and the schedules of most disability examiners and community-based medical professionals with who contact may be required. Consultants may perform the contracted services and bill for a maximum of ten (10) hours on any given day, unless an alternate schedule is approved by DDB management.

The work will be performed on the premises of the DDB at 722 Williamson St, Madison, WI. Exceptions to this policy may be accommodated based on DDB’s needs and require pre-approval by the Director of DDB. In no case, however, may work be performed outside an SSA facility, state or federal, due to the need to secure the highly confidential information involved in the work. In general, any accommodated requests to work at an approved off-site location will be limited to no more than 50% of the maximum number of hours approved for the contract period. Any exceptions are based on the Agency’s needs and require approval by the Director of the DDB. Requests to work off-site will only be considered from Consultants who have at least twenty-four (24) months of prior contract experience with the DDB. As Consultants who work off-site are unable to perform the full range of consultant work, pay adjustments will be required for all off-site contracted work (see Sections 5.1 and 5.2).

Individual Consultant’s schedules shall be established to ensure a timely flow of cases to meet SSA’s workload expectations for the DDB and shall, at minimum, include a schedule of hours on at least three (3) business days each week for all Consultants who contract for seven hundred twenty (720) or more hours per contract period. Consultants with specialized medical or psychological expertise may be permitted to work less than seven hundred twenty hours per contract year if their specialized knowledge fits a critical DDB need. All exceptions require approval by the Director of the DDB.

Consultants who have not previously contracted with DDB may be required to contract for at least nine hundred (900) hours in their first contract term to enable them to participate in the six (6) month orientation to program rules, regulations, and procedures provided by DDB.

No consulting work can be performed on, nor shall time be billed for any day that the DDB is closed, including the State Holidays of Martin Luther King Day, Memorial Day, July 4, Labor Day, Thanksgiving, December 24, December 25, December 31 and January 1.

1.7 Quality, Timeliness and Performance Expectations

Consultants are expected to complete an average number of cases of acceptable quality within defined timeframes.

The quality of Consultants' services will be reviewed and measured by:

1. the quality and adequacy of review and evaluation of medical issues under Social Security and State laws, regulations and administrative policies;

2. the quality, timeliness and adequacy of response to requests for written or verbal consultation;

3. the cooperative and professional relationship established and maintained with DDB employees, Consultants, and other members of the medical community; and

4. the quality and adequacy of information obtained by telephone from treating and consultative examining physicians to include adequacy of the written report of contact.

Because of time limitations imposed by Social Security regulations, cases referred to the Consultant for final review and signature will generally be expected to be completed within one (1) Consultant working day of receipt. Cases referred 9 for medical review, analysis, and assessment form creation prior to determination will be expected to be completed within three (3) Consultant working days of assignment.. Cases with telephone calls will have actions taken within three (3) Consultant working days of receipt. These time limitations may be adjusted by mutual agreement of DDB and the Consultant, based on varying workloads and any other factors identified by DDB.

Minimum productivity expectations shall be:

Internal Medicine, Neurology or Orthopedics: an average of 2.6 cases per hour

Psychology & Psychiatry: an average of 2.2 cases per hour

Pediatric: an average of 2.6 cases per hour

Speech-Language Pathology: an average of 1.8 cases per hour

Accuracy expectation: Process all case determinations, reviews and signatures accurately. Maintain a high level of substantive and technical quality on all determinations.

Consultants without Social Security Disability Determination Program experience will receive an orientation to the program as mentioned in Section 1.6 and shall work with DDB staff and other Consultants for a reasonable period of time not to exceed six months before these expectations are fully implemented.

1.8 Procuring and Contracting Agency

This RFP is issued by the Wisconsin Department of Health Services, Division of Health Care Access and Accountability, Disability Determination Bureau, which is the sole point of contact for the State of Wisconsin during the selection process. The person responsible for managing the procurement process is:

Email: [email protected]

The contract resulting from this RFP will be administered by:

Sally Fitzer, Director Disability Determination Bureau Division of Health Care Access and Accountability Department of Health Services P. O. Box 7886 Madison, WI 53707-7886

1.9 Definitions

The following definitions are used throughout the RFP.

Proposer means an individual or firm submitting a proposal in response to this RFP.

Medical Consultant means a Wisconsin licensed doctor of medicine or osteopathy; or qualified clinical psychologist (see Section 1.3 C for description of a qualified clinical psychologist), psychiatrist, or speech-language pathologist (see Section 1.3 D for description of a qualified speech-language pathologist) .

Disability Program means the program under which determinations of disability are made pursuant to requirements of Titles II, XVI or XIX of the Social Security Act, and regulations and rules of the Social Security Administration and the State of Wisconsin. 10 1.10 Clarification of the Specifications and Requirements

If additional information is needed to interpret specifications or understand the RFP process, written questions will be accepted by post, fax, or e-mail as follows:

Written questions must be submitted to this address no later than 2:00 PM CST, Friday, October 3, 2014. Responses will be developed and made available to all potential vendors requesting a copy of this RFP. Faxed questions are acceptable.

A vendors' conference to answer questions from potential Proposers will be scheduled if determined necessary. If scheduled, an announcement of time and location will be posted with the Request for Proposals to VendorNet.

Proposers may arrange to visit the agency to view the physical surroundings. Any visit shall be scheduled by the Proposer and Jacqueline Sommers Smith (see contact information above) at least three (3) business days in advance.

1.11 Timetable

The following timetable will be followed unless subsequently updated:

September 22, 2014………………………………..Release of RFP October 3, 2014, 2:00 PM CST…………………..Deadline for receipt of Vendors’ Questions concerning the RFP October 10, 2014 (estimated)……………...... Responses to proposers’ questions posted to VendorNet October 30, 2014 3:00 PM CST………………….Proposals Due November 13, 2014 (estimated) ………………….Review proposals & select candidates for interviews November 14-18, 2014 (estimated)……….………Face-to-Face Interviews December 1, 2014 (estimated)…………………….Notice of Awards issued to Successful Proposers December 26, 2014………………………………...Signed Contracts are due to DDB from Selected Consultants January 2, 2015………………………………...... Contracted Work begins

Any deviation from this timetable will be published on the DHS website at the following URL: http://www.dhs.wisconsin.gov/rfp/index.htm

1.12 Contract Term and Funding

DDB has authority to continuously recruit and contract for medical consultant positions throughout the 5 year period from January 1, 2015 to December 31, 2019. Initial contract periods will commence upon each contract effective date and will be for one year periods. There will be up to 4 one year contract renewals per contractor, within the 5 year authority period, which will be executed annually upon mutual agreement between DDB and contractor.

Contracts awarded under this RFP are contingent upon application of Wisconsin and United States law, and any material amendment or repeal of the same affecting relevant funding or authority of the Agency shall serve to revise or terminate any Contract, except as further agreed to by DDB and the Contractor.

The contract currently in use is included, for informational purposes only, as Attachment B to this RFP. The actual contract that ensues may be different.

11 1.13 VendorNet Registration Information

The State of Wisconsin’s purchasing information and vendor notification service is available to all businesses and organizations that want to sell and/or provide payable services to the State. Anyone may access VendorNet on the Internet at http://vendornet.state.wi.us to receive information on State purchasing practices and policies, goods, and services that the state buys, and tips on selling to the State. Vendors may use the same website address for inclusion on the bidders list for goods and services that the organization wants to sell to the State. A subscription with notification guarantees the organization will receive an e-mail message each time a state agency, including any campus of the University of Wisconsin System, posts a request for bid or a request for proposal in their designated commodity/service area(s)* with an estimated value exceeding $50,000. Organizations without Internet access receive paper copies in the mail. Increasingly, state agencies also are using VendorNet to post simplified bids valued at $50,000 or less. Vendors also may receive e-mail notices of these simplified bid opportunities as they are registered with the VendorNet system.

*This RFP will be published to VendorNet and classified under the following commodity/service codes: 91878. Interested vendors should make certain that their VendorNet registration incorporates these codes in order to ensure their receipt of updates on this RFP.

12 2. PREPARING AND SUBMITTING A PROPOSAL

2.1 General Instructions

The initial evaluation and selection of Consultants shall be based on the information submitted in response to this RFP. Contracts developed between DDB and Consultants will be based on a combination of the aforementioned responses, references submitted by the Proposers, a face-to-face interview, if deemed necessary by DDB, and positive evaluation of the verification of qualifications, experience and/or licensing status.

Proposers should respond clearly and completely to all requirements. Failure to respond completely may be the basis for rejecting a proposal. Elaborate proposals beyond which demonstrate meeting and a compliance with professional licensing, qualifications and abilities to perform the duties requested within this RFP are neither necessary nor desired.

Note: Upon completion of this procurement, the proposal and any accompanying documentation become a public record subject to State and Federal open records regulations and laws.

2.2 Incurring Costs

The State of Wisconsin is not liable for any cost incurred by Proposers in responding to this RFP.

2.3 Submitting the Proposal

Proposers must submit an original and three copies of all materials required in order for the Proposal to be accepted for consideration. All Proposals shall be packaged and sealed, and show the following information on the outside of the package:

(Proposer's) Name and Address Request for Proposal Title and Number which is: Medical, Speech & Language and Psychological Consultation Services RFP S-0323 DHCAA-14 Proposal Due Date: October 30, 2014

The proposal package must be delivered to:

All proposals must be received at the above location no later than 3 PM CST, Thursday, October 30, 2014.

Proposers mailing their proposals must allow sufficient time for delivery of their proposals by the time specified. Proposals not received by the indicated deadline and at the indicated location will be returned unopened to the Proposer. Receipt of a Proposal by the United State Postal Service, State mail system, any foreign governmental or private mail systems does not constitute receipt of the Proposal by DES for the purposes of this RFP.

2.4 Proposal Organization and Format

Proposals should be typed and submitted on 8.5 by 11 inch paper stapled or bound securely. Proposals shall, at minimum, be organized with the following headings and subheadings. Each heading and subheading should be clearly marked. (The relevant RFP sections are referenced in the parentheses.)

13 Cover Page

Introduction

Response to general qualifications (4.1)

Response to technical qualifications (4.2)

Consulting Specialty, Hours and Schedule proposal (4.3)

Rate proposal (4.4)

2.5 Sample Proposal

Attachment A illustrates a sample proposal. Proposers are not required to use this specific format but the Proposal must contain all the required data elements and components listed in Section 2.4 to be considered complete.

14 3. PROPOSAL SELECTION AND AWARD PROCESS

3.1 Review of Mandatory Requirements

All proposals received at the indicated location by the required deadline will first be reviewed to determine if mandatory requirements listed in Sections 1.3, 1.4 and 1.5 (minimum individual Consultant contract hours per contract year) are met. Failure to meet mandatory requirements may result in rejection of the proposal.

3.2 Proposal Scoring

All Proposals submitted and accepted will be reviewed by an Evaluation Committee and scored using the following criteria:

Description Points Percent DDB Medical Consulting Experience, Parts A&B (Section 4.1) 75 54% Other Consulting experience – non-SSA setting (Section 4.1) 20 14% Direct patient care in a clinical setting (diagnosis and treatment) (Section 4.1) 10 7% Certification (Section 4.2) 10 7%

Cost Proposal (Section 5) 25 18% Total: 140 100%

A Proposer may not contact any member of an Evaluation Committee except at the State’s direction. The committee may review references, request interviews, and/or conduct on-site visits and use the results in scoring the proposals. The evaluation committee's scoring will be tabulated and proposals ranked based on the numerical scores received.

3.3 Award and Final Offers

Award of a contract will be made to the highest scoring, responsive and responsible Proposers and is contingent on the absence of negative findings collected through reference checks, criminal background checks or other data sources.

If the number of hours needed in a given specialty is more than the total number requested by the Proposers in that specialty, DDB may make counter offers to meet its statutory needs.

3.4 Right to Reject Proposals and Negotiate Contract Terms

The Agency reserves the right to reject any and all proposals and to negotiate the terms of the contract, including the award amount, with the selected proposer prior to entering into a contract. If contract negotiations cannot be concluded successfully with the highest scoring, responsive and responsible proposer, the agency may negotiate a contract with the next highest scoring proposer.

3.5 Evaluation Standard

All Proposals will be evaluated and scored using a formula applied equally to all Proposals. The formula will consider a combination of experience, certification, and proposed dollar rate per hour.

Top scoring proposers may be required to participate in face-to face interviews to further explain the information contained in their Proposals in the event that he or she does not have DDB experience within the past two years, and if requested by DDB. Every reasonable attempt will be made to schedule each interview at a time that is convenient for the Proposer and DDB. Failure of a Proposer to complete a scheduled interview at the Bureau on the date scheduled may result in rejection of the Proposal.

15 3.6 Appeals Process

Notices of Intent to Protest and Protests themselves must be made in writing. Protesters should make their protest as specific as possible and should identify statutes and Wisconsin Administrative Code provisions that are alleged to have been violated.

The written notice of intent to protest the intent to award a contract must be filed with

Kitty Rhoades, Secretary; Department of Health Services One West Wilson Street, Room 650 Madison, WI 53702 and received no later than five (5) business days after the notice of intent to award is issued.

The written Protest must be received at the same address no later than ten (10) working days after the notice of intent to award is issued.

Secretary Rhoades’ decision may be appealed to the Secretary of the Department of Administration within five (5) working days of issuance of the decision, with a copy of such appeal filed with the Department of Health Services, if the protester alleges a violation of a statute or a provision of a Wisconsin Administrative Code.

16 4.0 GENERAL PROPOSAL REQUIREMENTS

4.1 Qualifications

The proposer shall describe relevant education and professional training required to be licensed as a medical doctor, doctor of osteopathy, psychologist, or psychiatrists in the State of Wisconsin. The description shall include all professional experience of the proposer after the date of licensure by the State of Wisconsin.

The proposer shall disclose any historical restrictions placed on the license by the Wisconsin Department of Regulation and Licensing, with a detailed explanation of the cause of any such restrictions. Complete information about any pending or prior disciplinary actions or investigations by the Department of Regulation and Licensing must be provided.

Contractors’ licenses to practice must not have been terminated, revoked or surrendered within the last 10 years nor is it currently suspended in any State, Puerto Rico or the District of Columbia. Restrictive licenses will be accepted or denied at the sole discretion of the DDB.

The Proposer shall describe, in detail, his or her qualifications to perform consulting work, in the consulting specialty for which the Proposal is being made, with the Disability Determination Bureau or a Disability Determination Service under contract with the Social Security Administration in another state.

The description should include any past experience with evaluation of disability under laws (Titles II, XVI and XIX of the Social Security Act) and regulations and rules of the SSA and the State of Wisconsin.

The Proposer shall describe training, experience and abilities to use personal computers in a Windows-based environment or other platforms.

4.2 Technical Qualifications

The Proposer shall submit a copy of the State of Wisconsin license to practice medicine or osteopathy, or psychology/psychiatry; speech-language pathology; or equivalent certification of such a license.

The Proposal shall include appropriate documentation of the Proposer’s "Board Certification" in any specialties in the practice of medicine or osteopathy.

4.3 Consulting Specialty, Hours and Schedule Proposal

The Proposal shall specify the consulting specialty for which the proposal is being made (see 1.3), indicating a total number of hours for the year, a schedule for an average number of hours a week, and a weekly schedule of days on which hours will tentatively be scheduled.

An optional proposal may be made by an MD or DO willing to serve as a referral physician as described in Section 1.2 (11).

17 5.0 COST AND RATE INFORMATION

The proposer should submit a rate proposal at or under the maximum levels described in Sections 5.1, 5.2 and 5.3. The supplemental high productivity and quality hourly rates and liability insurance rates will be added to the proposed base rate, at the sole discretion of the Agency.

Consultants with satisfactory annual performance and quality reviews will be eligible for annual 1% base rate increases after each 12-month period.

5.1 Physician Rates

Maximum base reimbursement rates for medical doctors (MD’s) and doctors of osteopathy (DO’s) shall be:

$65.29 per hour with less than 12 full months of disability program experience

$71.35 per hour with more than 12 full months of disability program experience and demonstrated proficiency to produce cases at the expected production level and of acceptable quality for the relevant medical specialty (see Section 1.6). (Experience performing consultative examinations does not satisfy this experience requisite.)

A supplement of $3 per hour may be added to a consultant’s base rate if the consultant provided services to DDB during the prior 12 months and met certain quality and productivity standards. This discretionary supplement should not be included in the Proposer’s rate proposal.

At the sole discretion of DDB, a supplement of $5.00 an hour may be offered to otherwise successful proposers who are qualified to serve as consultative examination referral physicians and are qualified in all areas of physical impairment evaluation including cardiac and pulmonary stress testing. This discretionary supplement should not be included in the Proposer’s rate proposal.

Off-site work will be paid an hourly rate that is $6.00 less than on-site work. This reduced rate is in effect for any hours billed for case consulting work performed at an approved alternate site

5.2 Psychologist & Psychiatrist Rates

Maximum base reimbursement rates for psychologists and psychiatrists shall be:

$ 47.47 per hour with less than 12 full months of disability program experience

$ 54.00 per hour with more than 12 months of disability program experience and demonstrated proficiency to produce cases at the expected production level and of acceptable quality. (see Section 1.6). (Experience performing consultative examinations does not satisfy this experience requisite.)

A supplement of $3 per hour may be added to a consultant’s base rate if the consultant provided services to DDB during the prior 12 months and met certain quality and productivity standards. This discretionary supplement should not be included in the Proposer’s rate proposal.

Off-site work will be paid an hourly rate that is $6.00 less than on-site work. This reduced rate is in effect for any hours billed for case consulting work performed at an approved alternate site Psychologists who receive permission from DDB to work off-site will receive a base hourly rate that is $6.00 less than their contracted, on-site base hourly rate. This reduced rate is in effect for any hours billed for case consulting work performed at an approved alternate site.

5.3 Speech-Language Pathologist Rates

Maximum reimbursement rates for speech-language pathologists shall be:

$37.36 per hour with less than 12 full months of disability program experience

18 $43.36 per hour with more than 12 months of disability program experience and demonstrated proficiency to produce cases at the expected production level and of acceptable quality. (See Section 1.6). (Experience performing consultative examinations does not satisfy this experience requisite.)

Speech-Language pathologists are not eligible for a productivity supplement and they are not eligible for off-site work.

19 6.0 STANDARD CONTRACT TERMS, CONDITIONS AND REQUIREMENTS

The State of Wisconsin Standard Terms and Conditions (DOA-3054) and Supplemental Standard Terms and Conditions for Procurements for Services (DOA-3681) shall govern this solicitation and subsequent award. In the event of a conflict between the Standard and Supplemental Standard Terms and Conditions and this solicitation, the terms of RFP S-0323 DHCAA-14, including any amendments, shall prevail.

Vendors must accept all terms and conditions or submit point-by-point exceptions along with proposed alternative or additional language for each point, including any supplemental documents. Submission of any standard vendor contracts as a substitute for language in the terms and conditions is not a sufficient response to this requirement and may result in rejection of the vendor’s bid.

Failure of the successful Bidder to accept these obligations in a contractual agreement may result in cancellation of the award. The State reserves the right to negotiate contractual terms and conditions other than those in the State of Wisconsin Contract when it is in the best interest of the State to do so.

6.1 Acceptance of Proposals Content

The contents of the successful contractor’s proposal will become contractual obligations in the event of a contract award.

6.2 Conflict of Interest

1. The Contractor agrees not to perform consultative examinations for any Disability Determination Service except as approved by the Disability Determination Bureau Director. The Contractor will notify the Purchaser, in writing, of any financial interest, (including any member of his/her family) in a firm that provides such examinations.

2. Contractor represents, to the best of his or her knowledge and belief, that this contract does not present Contractor with a conflict of interest with respect to any past, current, or potential contract or employment such that the Contractor would be unable to perform impartially and without bias.

3. Contractor must refrain from using confidential or protected PII for any other purpose than to perform the duties required by the contract.

4. Contractor agrees not to review or sign any cases for which he or she has a past treating/examining relationship with the claimant.

6.3 Termination of Contracts

1. The Purchaser may terminate the Contract at any time at its sole discretion by delivering 30 days written notice to the Contractor. Upon termination, the Purchaser’s liability will be limited to the actual costs incurred as of the date of termination plus any termination expenses having prior written approval of the Purchaser.

2. The Contractor may terminate this Contract by delivering written notice to that effect to the Purchaser not less than 30 days prior to termination. In the event the Contractor terminates, for any reason whatsoever, it will refund to the Purchaser, any payment made by the Purchaser to the Contractor, which exceeds actual rates payable as of the date of termination.

3. If the Contractor commits a serious breach of professionalism, the Purchaser shall have the right to terminate this Contract by giving written notice to the Contractor of such termination and specifying the effective date thereof without regard to the provisions as specified in Section D.1. above. Examples of such serious breaches include, but are not limited to:

a. Fraud or theft b. Violation of the Department of Health Services (DHS) work rules.

20 c. Violation of the State of Wisconsin, Department of Health Services zero tolerance policy for violence and threats in the workplace. d. Violation of harassment policies, including but not limited to, sexual harassment. e. Violation of DDB or Social Security Administration (SSA) computer-use agreements. f. Inappropriate and unprofessional communications made on case records or in other communications with others as part of the necessary communications required in the position of a medical consultant. g. Any remarks (written or oral) or behavior deemed to be unacceptable or detrimental to DDB’s mission. h. Violation of DHS, DDB or SSA PII policies.

4. The State of Wisconsin reserves the right to cancel any contract, in whole or in part without penalty due to non-appropriation of funds.

6.4 Recordkeeping and Record Retention

Contractor shall maintain such records as required by State and Federal Law.

6.5 Executed Contract to Constitute Entire Agreement

In the event of contract award, the definitive contract will constitute the entire agreement of the parties and will supersede any representations, commitments, conditions, or agreements made orally or in writing prior to execution of the contract.

6.6 Confidential Information

The use or disclosure of any disability claim information for any purpose not connected with the administration of the Disability Determination program is prohibited and shall result in immediate contract termination.

6.7 License Certification and Medical Program Eligibility

Contractors will certify that their license to practice has not been terminated, revoked or surrendered within the last 10 years nor is it currently suspended in any State, Puerto Rico or the District of Columbia.

Contractors must immediately disclose any restrictions placed on the license by the Wisconsin Department of Regulation and Licensing, with a detailed explanation of the cause of any such restrictions to DDB management immediately. Additionally, contractors will immediately notify DDB management of any suspension or restriction from participating in any federal, state or local medical program (for example, Title XVIII-Medicare or Title XIX - Medical Assistance) during any period of their contracts.

21 7.00 SPECIAL CONTRACT TERMS AND CONDITIONS

7.1 Payments

Payments shall be made by the Agency to the Contractor upon receipt of itemized (per hour of work) invoices submitted to the Agency.

Payment will be on a bi-weekly basis, and will normally be made within 21 days of receipt of the last invoice of the pay period.

7.2 Liability

The Contractor is responsible for his/her own professional liability insurance. A minimum of $1,000,000 per claim and $3,000,000 aggregate liability coverage must be maintained by eligible contractors to receive the discretionary supplement noted in 5.1. Proof of coverage must be furnished upon request by the DDB.

22 ATTACHMENT A – Sample Proposal

Proposal to Provide Consulting Services

Submitted to: State of Wisconsin Disability Determination Bureau

Response to: RFP# S-0323 DHCAA-14

October XX, 2014

By: Jane Smith, MD 123 Main Street Madison, WI 53703

Telephone (608) 555-5505

23 Introduction:

I propose to provide medical consulting services to the State of Wisconsin, Disability Determination Bureau starting on January 2, 2014

Name and address: Jane Smith MD 123 Main St Madison, WI 53703

Telephone: (608) 555-5505

Qualifications: (Refer to RFP Section 4.1)

(A standard VITAE covering all of the requested information can be submitted for this section.)

Education:

High School Diploma – Central High School, Madison, WI, 1965

B.S. in Chemistry – University of Wisconsin, Madison, 1969

M.D. – University of Wisconsin Medical School, Madison, 1973

Advanced Seminar in EKG Interpretations – University of Wisconsin Medical School, 1985

License:

License #40988 – State of Wisconsin – 1975

Board Certification:

American Board of Cardiology, 1978

Experience:

Internship, Madison City Hospital, 1974-75

Internal Medicine Residency, Madison City Hospital, 1975-76

Private Practice of Internal Medicine, SMITH CLINIC, Madison, WI, treating adult patients, specializing in cardiology and infectious diseases (including Acquired Immune Deficiency Syndrome), 1978 to present

On Staff – Madison City Hospital, 1977 to present

Assistant Professor of Internal Medicine, University of Wisconsin Medical School, 1985 to present

Part-time Medical Consultant to the Wisconsin Disability Determination Bureau, reviewing general disability cases, interpreting EKGs and x-ray reports, 20 hours per week, 1995 to present

Technical Qualifications: (Refer to RFP Section 4.1 & 4.2)

(Attach photocopies of State of Wisconsin license and any Specialty Board certificates.)

Consulting Specialty, Hours and Schedule Proposal:

(Refer to RFP Section 4.3)

24 I propose to provide consulting services in Internal Medicine, interpreting EKG and X-ray test reports, approving PFTs, and evaluating the severity of all types of physical impairments. I have specialized knowledge and experience with diseases associated with Acquired Immune Deficiency Syndrome.

I propose a contract of 1600 hours per year.

I propose to schedule the hours over 49 weeks during the year, averaging 33 hours a week.

I propose a schedule of 6 to 8 hours a day, on Mondays, Tuesdays, Thursdays and Fridays.

Rate Proposal:

(Refer to RFP Section 4.4)

I will provide the proposed services at a rate of $XX per hour.

______(Signature)

Jane Smith, MD

______(Date)

25 Attachment B – Sample Contract

CONTRACT FOR SERVICES PERFORMED BY AND BETWEEN STATE OF WISCONSIN / THE DEPARTMENT OF HEALTH SERVICES (DHS) / DIVISION OF HEALTH CARE ACCESS AND ACCOUNTABILITY (DHCAA) AND (Name of Contractor) for XXXXXXX

This Contract (“Contract”), dated xx/xx/xxxx, is made and entered into by and between the Department of Health Services (DHS), State of Wisconsin (“the State”) and (Name) (“the Contractor”), hereinafter collectively referred to as “the parties.”

WHEREAS, DHS issued RFB/RFP XXXX soliciting bids/proposals to provide (the kind of services) services to the Department of Health Services.

WHEREAS, Contractor responded to said solicitation, and DHS has elected to enter into an arrangement whereby Contractor will provide itemized Services.

NOW, THEREFORE, in consideration of the mutual responsibilities and contracts set forth herein and in any Exhibits attached hereto and incorporated herein by reference, DHS and Contractor agree as follows:

1. SCOPE OF THIS CONTRACT. This Contract states the terms and conditions under which the Contractor will provide on an expedited timeline as well as a detailed Budget Worksheet (Exhibit I).

2. DESCRIPTION OF WORK AND RESPONSIBILITIES. The Contractor will provide services or products in accordance with this Contract, RFB/RFP xxxxx .

3. ADDITIONAL REQUIREMENTS.

List any additional requirements here.

4. INVOICING AND PAYMENTS. Invoices will be provided to DHS on a monthly basis and will include the cost status reports (prorated) any and all deliverables/services approved by DHS during that period. (Invoice – Exhibit II.)

a. The Contractor must provide all deliverables to assigned DHS staff, who will review (or delegate review of) the materials or documents within a reasonable time after receipt, as mutually agreed and specified in the Project Plan.

b. If the State determines that a deliverable is not in compliance, assigned DHS staff will note the reason for non-compliance on the Deliverable Submittal Form and send the form to the Division Administrator. At no expense to the State, the Contractor then must bring the deliverable into conformance and re-submit the deliverable to DHS staff within five (5) business days or mutually agreed upon schedule.

c. If the State agrees the deliverable meets requirements, assigned DHS Staff will indicate that by providing an official communication from an authorized DHS representative indicating acceptance of the deliverable. Contract payment will be made after deliverable acceptance.

26 d. Invoice and Payment Schedule

1.Invoices will be submitted by the Contractor to the State Fiscal Contract Administrator. Invoices will include the deliverable/services being invoiced for; and the date the State approved the deliverable/service (Exhibit II – Invoice Example).

2. When all final deliverables have been delivered, implemented, and accepted by the State.

5. CONTRACT INCORPORATION. The parties specifically acknowledge and accept the incorporation of all exhibits, attachments, appendices, and addenda to the contract, Contractor’s proposals as submitted, addenda to the Request, and the RFB/RFP 0250, as an integral and critical provision of this Contract. The parties further acknowledge and accept the Description of Services to be performed as having the full force and effect as if expressly set forth herein. This Contract, together with all incorporated portions thereto, constitutes the entire contract by and between the parties. Any amendment to this Contract shall be in writing and signed by all parties. This Contract may be executed in two (2) or more counterparts, each of which will be deemed an original.

6. APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin. The Contractor shall at all times comply with and observe all federal and state laws, rules and regulations, and policies and procedures relating to the provisions of services under this Contract.

a. The State reserves the right to cancel this Contract with any federally debarred Contractor or a Contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

b. Any actions arising under this Contract shall be venued in the Circuit Court of Dane County, Wisconsin or in the federal court in the Western District of Wisconsin.

c. Whistleblower Protection. All employees working for contractors, grantees, subcontractors, and subgrantees on federal grants and contracts are covered under Federal Statute, 41 U.S.C. 4712. Then National Defense Authorization Act (NDAA) for Fiscal Year 2013 (pub.L.112-239, enacted January 2, 2013) mandates a pilot program entitled, “Pilot Program for Enhancement of Contractor Employee Whistleblower Protections.” This program requires all grantees, their sub-grantees and subcontractors to:

i. Inform their employees working on any federal award they are subject to the whistleblower rights and remedies of the pilot program; ii. Inform their employees in writing of employee whistleblower protections under 41 U.S.C 4712 in the predominant native language of the workforce; and iii. Contractors and grantees will include such requirements in any agreement/contract made with a subcontractor or grantee.

Employees of a contractor, subcontractor, grantee or sub grantee may not be discharged, demoted, or otherwise discriminated against as reprisal for “whistleblowing.” In addition, whistleblower protections cannot be waived by any contract, policy, form or condition of employment.

The “Pilot Program for Enhancement of Contract or Employee Whistleblower Protections” is in effect for all grants contracts, sub-grants and subcontracts through January 1, 2017.

d. Federal USDA Regulations. The State's contract (whether such procurement involves equipment, services or both) will be in accordance with applicable parts of OMB Circular A-102, Attachments N and O, and OMB Circular A-87. The U.S. Department of Agriculture, Food and Nutrition Service (USDA/FNS), Midwest Regional Office, will review this Contract to ensure that 27 the system, services and/or equipment acquired will be capable of meeting the needs of the Program(s). e. Clean Air Act. No federal agency may enter into any contract with any person who is convicted of any offense under Section 113(c) for the procurement of goods, materials, and services to perform such contract at any facility at which the violation which gave rise to such conviction occurred if such facility is owned, leased, or supervised by such person. The prohibition in the preceding sentence shall continue until the Administrator certifies that the condition giving rise to such a conviction has been corrected. For convictions arising under Section 113(c)(2), the condition giving rise to the conviction also shall be considered to include any substantive violation of this Act associated with the violation of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or operated by the convicted person.

The Administrator shall establish procedures to provide all federal agencies with the notification necessary for the purposes of subsection (a).

In order to implement the purposes and policy of this Act to protect and enhance the quality of the nation's air, the President shall, not more than 180 days after enactment of the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each federal agency authorized to enter into contracts and each federal agency which is empowered to extend federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement.

The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption. The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this section. [42 U.S.C. 7606] The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this Section. [42 U.S.C. 7606] f. Clean Water Act. No federal agency may enter into any contract with any person who has been convicted of any offense under Section 309(c) of this Act for the procurement of goods, materials, and services if such contract is to be performed at any facility at which the violation which gave rise to such conviction occurred, and if such facility is owned, leased, or supervised by such person. The prohibition in preceding sentence shall continue until the Administrator certifies that the condition giving rise to such conviction has been corrected.

The Administrator shall establish procedures to provide all federal agencies with the notification necessary for the purposes of subsection (a) of this section.

In order to implement the purposes and policy of this Act to protect and enhance the quality of the nation’s water, the President shall, not more than 180 days after the enactment of this Act, cause to be issued an order:

Requiring each federal agency authorized to enter into contracts and each federal agency which is empowered to extend federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement.

28 The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption.

The President shall annually report to the Congress on measures taken in compliance with the purpose and intent of this section, including, but not limited to, the progress and problems associated with such compliance.

No certification by a Contractor, and no contract clause, may be required in the case of a contract for the acquisition of commercial items in order to implement a prohibition or requirement of this section or a prohibition or requirement issued in the implementation of this section.

In paragraph (1), the term “Commercial Item” has the meaning given such term in section 4(12) of the Office of Federal Procurement Policy Act (41 U.S.C. 403(12)).

7. TERM. The initial term of this Contract shall be from (date) through (date). This Contract is eligible for the potential of (number) (number)-year renewals. Both initial contract and renewal funding will be based on the availability of funding from federal, state, and if appropriate, local sources.

8. CANCELLATION AND TERMINATION

a. Termination for Cause. DHS may terminate this Contract after providing the Contractor with 30 calendar days written notice of the Contractor’s right to cure a failure of the Contractor to perform under the terms of this Contract.

i. The Contractor may terminate this Contract after providing DHS with 30 days written notice of DHS’ right to cure its failure to perform under the terms of this Contract.

ii. 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 the termination or expiration, except for those that by their terms survive such termination or expiration. b. Termination for Convenience. Either party may terminate this Contract at any time, without cause, by providing a written notice to the other party at least 30 days in advance of the intended date of termination.

In the event of termination for convenience by the Contractor, the Contractor shall be entitled to receive compensation for any payments owed under the contract only for deliverables that have been approved and accepted by DHS. In the event of termination for convenience by DHS, the Contractor shall be entitled to receive compensation for any payments owed under the contract for deliverables that have been approved and accepted by DHS and may be compensated for partially completed Services that have value for DHS going forward. In this event, compensation for such partially completed Services shall be no more than the percentage of completion of the Services requested, at the sole discretion of DHS, multiplied by the corresponding payment for completion of such Services as set forth in the contract. Alternatively, at the sole discretion of DHS, the Contractor may be compensated for the actual Service hours provided. DHS shall be entitled to a refund for Services paid for but not received or implemented, such refund to be paid within 30 days’ written notice to the Contractor requesting the refund. c. Contract Cancellation. DHS reserves the right to immediately cancel this Contract, in whole or in part, without penalty and without an opportunity for Contractor to cure if the Contractor:

29 i. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; ii. Makes an assignment for the benefit of creditors; iii. Fails to follow the sales and use tax certification requirements of s. 77.66, Wisconsin Statutes; iv. Incurs a delinquent Wisconsin tax liability; v. Fails to submit a non-discrimination or Affirmative Action Plan as required herein; vi. Fails to follow the non-discrimination or affirmative action requirements of Chapter 111, subch. II, Wisconsin Statutes (Wisconsin’s Fair Employment Law); vii. Becomes a state or federally debarred Contractor; viii. Is excluded from federal contracts; ix. Fails to maintain and keep in force all required insurance, permits and licenses as provided in this Contract; x. Fails to maintain the confidentiality of the state’s information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information, or otherwise breach the terms of the Business Associate Agreement (Attached); xi. If at any time the Contractor’s performance threatens the health or safety of a state employee, citizen, or customer.

9. CONTRACTOR COMPLIANCE. 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.

10. SUBCONTRACTING.

a. Upon written approval of the Department, the Contractor may subcontract part of this Contract. When the Contractor enters into a sub contractual relationship, the Department reserves the right of approval of the following:

i. The process used by the Contractor to solicit proposals or bids. ii. The criteria used by the Contractor in choosing a subcontractor, iii. The terms and conditions of the subcontract(s), and iv. The subcontractor(s) selected.

b. Approval of the processes used by the Contractor to select a subcontractor and of the subcontractor(s) chosen by the Contractor will not be unreasonably withheld, nor will the Contractor invoke its approval right in order to reject procedures or subcontractors on unlawful grounds.

c. The Contractor retains responsibility for fulfillment of all terms and conditions of this Contract when it enters into sub contractual contracts. The Contractor continues to be subject to the enforcement of all terms and conditions of this Contract, even when issues of noncompliance are attributable to the Contractor’s subcontractor rather than the Contractor.

11. NON-APPROPRIATION. DHS reserves the right to cancel this Contract in writing, in whole or in part, without penalty, if the Wisconsin Legislature, United States Congress, or any other direct funding entity contributing to the financial support of this contract fails to appropriate funds necessary to complete the contract.

12. PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. DHS 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 any state or local unit of government. DHS also reserves the right to cancel this Contract as provided in Section 10, Contract Cancellation, if the delinquency is not satisfied by the offset or other means during the contract term.

30 13. CONFIDENTIAL, PROPRIETARY, AND PERSONALLY IDENTIFIABLE INFORMATION. In connection with the performance of work hereunder, it may be necessary for DHS to disclose to Contractor certain information that is considered to be confidential, proprietary, or containing Personally Identifiable Information (“Confidential Information”). The Contractor shall not use such Confidential 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 herein. The Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents who have a business-related need to have access to such Confidential 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 the Confidential Information while in its possession or control including transportation, whether physically or electronically.

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

Business Associate Agreement incorporated into this Contract must be completed by Contractor (Attachment).

Indemnification: In the event of a breach of this section by Contractor, Contractor shall indemnify and hold harmless the State 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, in violation of this section, including but not limited to, costs of monitoring the credit of all persons whose Confidential Information was disclosed, 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.

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 State, which injury will not be compensable by money damages and for which there is not an adequate remedy available by law. Accordingly, the parties specifically agree that the State, in 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.

14. REFUND OF CREDITS. Within 60 days of DHS’ request, the Contractor shall pay to DHS any credits resulting from an order that DHS determines cannot be applied to future invoices. DHS shall determine the method of credit.

15. FUNDING TAKE BACK. The Contractor will return to DHS any funds paid in excess of the allowable costs of services provided under this agreement within thirty (30) days of notification by DHS. Allowable costs are defined by OMB Circulars 2 CFR Part 225 (formerly OMB Circular A-87) and Part 230 (formerly OMB Circular A-122), OMB Circular and A-21, the attachment(s) to this agreement, and/or the program policy manual. If the Contractor fails to return funds paid in excess of the allowable costs of the services provided, DHS may recover any funds paid in excess of the conditions of this agreement from subsequent payments or may recover such funds by any legal means.

16. 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.

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

17. EXAMINATION OF RECORDS. DHS 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 DHS 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.

18. 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.

19. CONTRACT AMENDMENT. This Contract may not be modified or amended except by mutual contract of both parties in writing.

20. 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.

21. SOVEREIGN IMMUNITY. Nothing in this Contract shall be construed to constitute a waiver of the State’s sovereign immunity under the Eleventh Amendment to the United States Constitution and Article IV, Section 27 of the Wisconsin Constitution.

22. 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, except for breach of Contractor’s intellectual property rights, 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 State, 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.

23. NO QUANTITY GUARANTEES. DHS may obtain related products and Services from other sources during the term of the contract. DHS makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products or Services will be procured through this Contract.

24. TIME IS OF THE ESSENCE. Timely provision of the Services required under this Contract shall be of the essence of the contract, including the provision of the Services within the prioritized time frames agreed herein.

25. DEFAULT AND REMEDY. If the Contractor fails to remedy any delay or other problem in its performance of this Contract after receiving reasonable notice from DHS to do so, the Contractor shall reimburse DHS for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. 32 In case of failure to deliver Services in accordance with this Contract, DHS, upon written notice to the Contractor, may procure such Services from other sources as necessary, and the Contractor shall be responsible for the additional cost, including purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to DHS. Prior written notice shall not be required where, in the opinion of DHS, the public health, safety, or welfare is endangered by the act or omission of the Contractor.

26. ENTIRE CONTRACT. This Contract, including all documents incorporated herein by reference, constitutes the final and complete contract of the Parties in connection with the subject matter hereof, and supersedes all prior and contemporaneous contracts, understandings, negotiations, and discussions, whether oral or written, by the Parties. This Contract shall be construed as a fully integrated Contract. There are no warranties, representations, or contracts among the parties in conjunction with the subject matter hereof, except as specifically set forth or referred to herein.

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

28. RESPONSIBILITY FOR ACTIONS. The Contractor shall be solely responsible for its actions and those of its agents, employees, or subcontractors under this Contract, and neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of DHS.

29. 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 DHS. The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of DHS, in accordance with the instruction of DHS. The Contractor shall be responsible for damage to DHS’ 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 State accordingly upon demand. This remedy shall be in addition to any other remedies available to DHS by law or in equity.

30. ROYALTY-FREE RIGHTS TO USE SOFTWARE OR DOCUMENTATION DEVELOPED. The federal government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes, the copyrights in any work developed under a grant, sub-grant, or contract under a grant or sub-grant or any rights of copyright to which a Contractor purchases ownership.

31. PROVISION OF SERVICES. The Contractor shall provide the Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to DHS satisfaction; DHS’ decision in that regard shall be final and conclusive. DHS may inspect, observe, and examine the Quality of the Goods provided and/or the performance of the Services rendered on DHS premises at any time. DHS may inspect, observe, and examine the performance of Contractor’s Services at reasonable times, without notice, at any other premises.

If DHS 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 DHS’ default or negligence, the Contractor shall, at its own expense, replace the Services to the satisfaction of DHS, and/or re-schedule and perform the work correctly within such reasonable time as DHS specifies. DHS may implement a Corrective Action Plan (CAP) in an effort to remedy performance deficiencies. This remedy shall be in addition to any other remedies available to DHS by law or in equity.

32. CONTRACTOR PERSONNEL. DHS reserves the right to refuse to admit to DHS premises any person employed or contracted by the Contractor whose admission in the opinion of DHS would be undesirable. 33 If requested by DHS, 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 DHS premises in connection with the delivery of Goods to be provided and/or performance 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 DHS may require.

33. BACKGROUND OR CRIMINAL HISTORY INVESTIGATION. Prior to the commencement of any Services under this Contract, DHS may request a background or criminal history investigation of any of the Contractor’s employees, contracted personnel, and subcontractor’s employees, who will be providing Services to DHS under the Contract. If any of the stated personnel providing Services to DHS under this Contract is not acceptable to DHS in its sole opinion as a result of the background or criminal history investigation, DHS may either request immediate replacement of the person in question, or immediately terminate this Contract and any related Service contract.

34. PERFORMANCE. Work 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 work of the type to be performed hereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its contracted personnel or its subcontractors perform the Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and state or agency work rules.

Without limiting the foregoing, the Contractor shall control the manner and means of the Services so as to deliver the Goods and/or perform the Services in a reasonably safe manner and comply fully 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, for work of the type to be performed hereunder. Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of this Contract shall govern.

35. WARRANTY & LIENS. Services rendered shall be strictly in accordance with the order placed and may not deviate in any way from the terms, conditions or specifications of this Contract, without the prior written approval of DHS.

Services provided under this Contract must conform to the specifications outlined in the original solicitation and in all documents incorporated under this Contract or subsequently issued by Service Level Agreement(s). Deviations in Services provided may only be made with written agreement between the State and the Contractor.

36. CONTRACTOR’S INSURANCE RESPONSIBILITY. The Contractor shall maintain the following insurance coverage:

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

a. 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 $1,000,000 liability for bodily injury and property damage including products liability and completed operations;

b. 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 $1,000,000 per occurrence combined single limit for automobile liability and property damage; and 34 c. A Certificate of Insurance, showing up-to-date coverage, shall be on file in the agency before the contract may commence.

DHS reserves the right to require higher or lower insurance limits when warranted.

37. CONTRACTOR INDEMNIFICATION. Contractor shall hold DHS harmless and shall 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.

38. INDEPENDENT CONTRACTOR. The Contractor shall act as an independent Contractor in performing all Services under this Contract and, except as otherwise outlined herein, shall maintain complete control over its employees, contracted personnel, and subcontractors, if any.

39. STATE EMPLOYEES. The Contractor may not contract with or employ a current state employee, including a member of any State Board or Commission, or an individual retained as a full-time contractor by the state, during the term of this Contract.

40. DEBARMENT CERTIFICATION. The Primary Contractor certifies to the best of its knowledge and belief, that it and its principals:

a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

b. Have not within a three (3)-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (1)(b) of certification; and

d. Have not within a three (3)-year period preceding this Contract had one (1) or more public transaction (federal, state, or local) terminated for cause or default.

If the prospective primary Contractor is unable to certify to any of the statements in this certification, such prospective Contractor shall attach an explanation to this response.

41. 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 to the particular Services purchased or acquired by the State under this Contract.

42. ANTI-LOBBYING ACT. The Anti-Lobbying Act prohibits the recipients of federal contracts, grants, and loans from using appropriated funds for lobbying the Executive or Legislative branches of the federal government in connection with a specific contract, grant, or loan. As required by Section 1352, Title 31 of the U.S. Code and implemented at 34 CFR Part 82 for persons entering into a grant or cooperative agreement over $100,000, as defined at 34 CFR Part 82, Section 82.105 and 82.110, the applicant certifies that:

35 a. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the making of any federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grant or cooperative agreement;

b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Confess in connection with this federal grantor or cooperative agreement, the undersigned shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions;

c. The undersigned shall require that the language of this certification be include in the award documents for all sub-awards at all tiers (including sub-grants, contracts under grants and cooperative agreements, and subcontracts) and that all sub-recipients shall certify and disclose accordingly.

43. OWNERSHIP RIGHTS. Unless an ownership interest is granted herein to the Contractor, all deliverables, data, documentation, reports or other writings in any format, and all innovations designed, developed, or delivered to DHS under this Contract shall become the property of DHS and shall not be copyrighted, trademarked, or patented by the Contractor. If the Contractor is granted an ownership interest, DHS reserves the non-revocable, nonexclusive right to reproduce, distribute, and use any submitted report, data, material, any software or modifications, and any associated documentation provided hereunder.

44. PROMPT PAYMENT. DHS shall pay properly submitted Contractor invoices within 30 days of receipt, providing that the Services to be provided to DHS have been delivered, rendered, or installed (as the case may be), and accepted as specified in this Contract and all documents incorporated herein by reference.

A properly submitted invoice is defined as one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

If DHS fails to pay a properly submitted invoice within 30 days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. If DHS declares a good faith dispute in regard to an invoice pursuant to s.16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and be exempt from the prompt payment requirement for the disputed portion until the dispute is resolved.

45. STATE TAX EXEMPTION. DHS is exempt from payment of Wisconsin sales or use tax on all purchases.

46. 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 sub-units 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 DHS.

The Contractor may identify the State of Wisconsin as a client when the Contractor provides a list of Contractor’s clients.

47. RECORDS, RECORDKEEPING AND RECORD RETENTION. Under §19.36 (3), Wis. Stats., all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure 36 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 three (3) years.

48. ASSIGNMENT OF CONTRACT. The Contractor shall provide prior written notice to DHS before assigning this Contract to another party. DHS 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.

49. 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.

50. EQUAL EMPLOYMENT OPPROTUNITY. As directed per federal Executive Order 11246 and amended by Executive Order 11375 and as supplemented by the Department of Labor Regulations (41 CFR Part 60): the Executive Order prohibits federal contractors and subcontractors who do over $10,000 in government business in one (1) year from discriminating in employment decision on the basis of race, color, religion, sex or national origin. This Executive Order also requires a government Contractor to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment. (http://www.dol.gov/compliance/laws/comp-eeo.htm)

51. AMERICANS WITH DISABILITIES. This Act (28 CFR Part 35, Title II, Subtitle A) prohibits discrimination on the basis of disability in all services, programs, and activities provided to the public and state and local governments, except public transportation services.

52. AFFIRMATIVE ACTION PLAN (AA). As required by Wisconsin's Contract Compliance Law (s. 16.765, Wis. Stats.), every Contractor contracting with the State must agree to equal employment and affirmative action policies and practices in its employment programs. The Contractor must submit an Affirmative Action Plan within 15 working days of the signed Contract. Exemptions exist, and are noted in the Instructions for Vendors posted on the following website: http://vendornet.state.wi.us/vendornet/contract/contcom.asp .

The Contractor must submit its Affirmative Action Plan or request for exemption from filing an Affirmative Action Plan in accordance to the Wisconsin Office of Contract to:

Department of Health Services, Division of Enterprise Services Bureau of Strategic Sourcing Affirmative Action Plan/CRC Coordinator 1 West Wilson Street, Room 655 P.O. Box 7850 Madison, WI 53707

Compliance with the requirements of the AA Plan will be monitored by the DHS Office of Affirmative Action and Civil Rights Compliance.

37 53. CIVIL RIGHTS COMPLIANCE (CRC). All primary recipients and sub-recipients of DHS must file a new Civil Rights Compliance Letter of Assurance (CRC LOA) for the compliance period of 2014-2017 regardless of the number of employees and the amount of the funding received. Primary recipients and sub-recipients with 50 or more employees and who receive over $50,000 in funding must complete a Civil Rights Compliance Plan (CRC Plan). The CRC Plan should not be sent to the State department, but must be submitted upon request or available for review during an on-site monitoring visit. Complete Instructions and Templates for CRC Letter of Assurance and CRC Plans can be located at the following link: http://www.dhs.wisconsin.gov/Publications/P0/p00164.pdf (717KB)

For technical assistance on all aspects of the Civil Rights Compliance, the Contractor is to contact the DHS’ AA/CRC Office at the address listed in Section 45, Affirmative Action Plan.

All Contractors must comply with the CRC Plan requirements within 15 working days of the award date of the agreement or contract in accordance with the procedures outline on the following website: http://dhs.wisconsin.gov/civilrights/CRC/requirements.htm.

Failure to comply with the Section 45 or 46 provisions may result in the following consequences:

a. Termination of this Contract as provided in Section 7, Cancellation and Termination; b. Designation of the Contractor as "ineligible" for future consideration as a responsible qualified bidder or proposer for state contracts; or c. Withholding of payment(s) due under the Contract until the Contractor is in compliance.

54. DRUG-FREE WORKPLACE. The ffederal government implemented the Drug Free Workplace Act of 1988 in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services. From this perspective, the drug abuser may endanger other employees, th e public at large, or themselves. Damage to property, whether owned by this entity or not, could result fro m drug abuse on the job. All these actions might undermine public confidence in the services this entity pr ovides. Therefore, in order to remain a responsible source for government contracts, the following guidelin es have been adopted:

a. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the work place.

b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service.

c. Employees must notify their employer of any conviction of a criminal drug statue no later than five (5) days after such conviction.

d. Although alcohol is not a controlled substance, it is nonetheless a drug. It is the policy of the Wisconsin WIC Program that abuse of this drug will also not be tolerated in the workplace.

e. Contractors of federal agencies are required to certify that they will provide drug-free workplaces for their employees.

55. DISCLOSURE STATEMENTS. If the vendor or any affiliated corporations or business entities is or was involved in bankruptcy procedures, such as the readjustment of any of their respective debts, under the Bankruptcy Act within the last three (3) years, summarize in a separate attachment all relevant details of the bankruptcy.

In addition, Proposers must provide a statement that discloses any administrative action or lawsuit, threatened or pending, that regards: (1) a financial matter that could significantly affect the organization’s solvency or financial ability to successfully perform under this Contract; (2) a matter that has been or 38 would be brought against the organization as a party to a contract by another party to that contract; or (3) a licensing or regulatory matter that would affect the organization’s credentials or ability to perform under this Contract. Furthermore, Proposer must disclose any past contract actions brought against the organization for breach of contract or any contracts that were terminated because of the organization’s breach or financial instability.

If the vendor is a subsidiary, this information must also be submitted for all parent companies. If the vendor will use subcontractors, associated companies, or others to complete the work of the project, the vendor’s responses must include pertinent subcontractor information.

56. AUDIT LANGUAGE

Specific language will be added.

57. PARTIES’ CONTACT INFORMATION. Communications to either the Contractor or DHS shall be provided in the manner(s) indicated herein. The parties reserve the right to make changes to the contact information by giving ten (10) days’ written notice to the other.

Contractor Program Manager Name: Address: Telephone: Email: DHS Contract Administrator Name: – Fiscal Address: Telephone: Email: DHS Contract Administrator Name: – Policy Address: Telephone: Email: DHS Contract Manager Name: Address: Telephone: Email:

58. TIMELY CONTRACT SIGNING. In order for this Contract to become effective, both parties’ Authorized Representatives must sign below within 60 days of one (1) another. If the number of days between signature dates, inclusive of the two (2) signature dates, exceeds 60, this Contract becomes null and void.

Signatures:

______Name/Title of Person Authorized to Sign Date Contractor’s Name

______Kevin Moore Date Deputy Secretary Department of Health Services

39 40 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 of the words and terms.

“Acceptance” means a manifestation of assent by the State to the terms, Services, Goods or other items offered by the Contractor under the Contract. Unless the particular methodology and measure of acceptance of the offered terms, Services, or Goods is set forth herein, acceptance shall occur, in the case of Goods, after delivery is taken and the Goods are inspected, and payment has been made; or in the case of Services, those Services have been provided to the State’s satisfaction and acceptance, and payment has been made.

“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.

“Business Day” means any day on which the Contracting Agency is open for business, generally Monday through Friday unless otherwise specified in this Contract.

“Confidential Information” means all tangible and intangible information and materials, including all Personally Identifiable Information, being disclosed in connection with this Contract, in any form or medium (and without regard to whether the information is owned by the State or by a third party), that satisfies at least one (1) of the following criteria: (i) Personally Identifiable Information; (ii) non-public information related to the State’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 (iii) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contractor” means an individual, business, or agency that enters into a written contractual contract to provide Products or Services to the State. A Contractor may be a service provider, a supplier of products, a manufacturer, or a consultant.

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

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

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

“DHS Premises” means any and all physical locations through which DHS conducts business or renders services to its clients including, but not limited to, 1 West Wilson, Madison, Wisconsin, and all institutions affiliated with and under the control of DHS.

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

“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 a careful examination of Goods, commodities, or items produced under this Contract in order to determine their fitness for use.

“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) 41 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.

“Municipality” includes a county, city, village, town, school district, federally recognized Indian tribe, school board of directors, sewer district, drainage district, vocational, technical, and adult education district or other public or Quasi-public Corporation, board, or other body having authority to award public contracts within the State.

“State Purchase Order” means the State’s standard document of purchase.

“Services” means all 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.

“State” means the State of Wisconsin.

“Subcontract” means a contract, written or oral, financial or non-financial, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a contract with the Contractor for the purpose of delivering Goods or providing Services to the State.

42 ATTACHMENT C -- PROPOSER REFERENCE FORM

DEPARTMENT OF ADMINISTRATION 101 E. WILSON ST. / P. O. BOX 7867 DIVISION OF ENTERPRISE OPERATIONS MADISON, WI 53707-7886 DOA-3478 (R06/2013) (608) 266-2605 / FAX (608) 267-0600 Bid / Proposal # VENDOR REFERENCE FOR VENDOR: Provide company name, address, contact person, telephone number, and appropriate information on the product(s) and/or service(s) used for four (4) or more installations with requirements similar to those included in this solicitation document. If vendor is proposing any arrangement involving a third party, the named references should also be involved in a similar arrangement. Company Name Address (include Zip + 4) Contact Person Phone No. Email Address List Product(s) and/or Service(s) Used:

Company Name Address (include Zip + 4) Contact Person Phone No. Email Address List Product(s) and/or Service(s) Used:

This document can be made available in accessible formats to qualified individuals with disabilities.

43 Attachment D: Designation of Confidential and Proprietary Information

STATE OF WISCONSIN RETURN FORM TO: DEPARTMENT OF ADMINISTRATION STATE BUREAU OF PROCUREMENT DIVISION OF ENTERPRISE OPERATIONS 101 E. WILSON ST., 6TH FL DOA-3027 (R03/2013) P. O. BOX 7867 S. 19.36(5), WIS. STATS MADISON, WI 53707

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Bid/Proposal # includes proprietary and confidential information which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or is otherwise material that can be kept confidential under the Wisconsin Open Records Law. As such, we ask that certain pages, as indicated below, of this bid/proposal response be treated as confidential material and not be released without our written approval.

Prices always become public information when bids/proposals are opened, and therefore cannot be kept confidential.

Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in s. 134.90(1)(c), Wis. Stats. as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

1. 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.

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

We request that the following pages not be released.

Section Page # Topic

In the event the designation of confidentiality of this information is challenged, the undersigned hereby agrees to provide legal counsel or other necessary assistance to defend the designation of confidentiality and agrees to hold the state harmless for any costs or damages arising out of the state's agreeing to withhold the materials.

Failure to include this form in the bid/proposal response may mean that all information provided as part of the bid/proposal response will be open to examination and copying. The state considers other markings of confidential in the bid/proposal document to be insufficient. The undersigned agrees to hold the state harmless for any damages arising out of the release of any materials unless they are specifically identified above. Company Name Authorized Representative Signature Authorized Representative Type or Print Date This document can be made available in alternate formats to individuals with disabilities upon request.