Rev 1/12 BID REQUEST PS-12-2313-B FOR SNACK VENDING FOOD SERVICE University of Wisconsin System University of Wisconsin –Richland Center Richland Center, WI 2.0 SPECIAL TERMS AND CONDITIONS 2.1 INSPECTION OF PREMISES Bidders are invited to inspect the project site completely prior to submitting bid in order to determine all requirements associated with the contract. Failure to inspect adequately shall not relieve the contractor from the necessity of furnishing and installing, without additional cost to the University, any materials and equipment or performing any labor that may be required to carry out the intent of the contract. For Site Inspection Appointment Prospective Bidders are to Contact: Dundee McNair, Assistant Campus Dean University of Wisconsin – Richland Center Telephone: 608.647.6186 Ex. 234 E-mail: [email protected] 2.2 BASIS OF BID EVALUATION The award shall be made to the bidder(s) with the best commission or annual guarantee which is in the best interest of the University as determined by the University. The University shall determine if the bidder is financially, managerially and operationally capable of providing the required services based on the vendor's response to this bid. Only those vendors determined to be capable and currently operating Snack Vending Food Services shall be considered. Representatives from the University reserve the right to inspect the bidder's facilities and other operations under the contractor's management prior to award of this bid. 2.3 DISPUTE PROCESS Any dispute of the University's award must be made no later than five (5) working days after the award notice is issued by Office of Procurement. Written notice of dispute must be filed with the President of the University System in care of: Rich Lampe, Director, Office of Procurement, University of Wisconsin System Administration, 780 Regent Street Madison, WI 53715 A complete written dispute must be received by the Director, Office of Procurement no later than five (5) working days after the award notice is issued. 2.4 CONTRACT COMMENCEMENT/LENGTH It is the intent of the University to commence the resulting contract on or about August 24, 2012. The term of this contract shall be for five (4) years from the effective date. 2.5 FIRM BIDS All bids shall remain firm for a minimum of ninety (90) days from the date of bid opening. 2.6 CONTRACT CANCELLATION 2.6.1 The contract may be terminated by either party on the anniversary of the effective date in any subsequent year of the contract, if either party provides the other party with written notice one hundred and twenty (120) days prior to such anniversary date. 2.6.2 The University may cancel this contract for breach, as determined by the University, for failure to comply with the terms and conditions of the contract. This may include any cessation or diminution of service including but not limited to failure 1 1 to maintain adequate personnel, whether arising from labor disputes, or otherwise any substantial change in ownership or proprietorship of the contractor which in the opinion of the University is not in its best interest. 2.7 2.6.3 The University shall provide ten (10) calendar days written notice of contract breach and unless within ten (10) calendar days such neglect has ceased and arrangements made to correct, the University may cancel the contract by giving sixty (60) days notice in writing by registered or certified mail of its intention to cancel this contract. 2.6.4 Should the University breach any terms or provisions of this contract, the contractor shall serve written notice on the University setting forth the alleged breach and demanding compliance with the contract. Unless within ten (10) calendar days after receiving such notice, the allegation shall be contested or such breach shall cease and arrangements be made for corrections, the contractor may cancel the contract by giving sixty (60) days notice, in writing, by registered or certified mail of its intention to cancel this contract. 2.6.5 The University may discontinue this contract, in whole or in part, without penalty at any time due to non-appropriation of funds. 2.6.6 If the contractor fails to maintain and keep in force required insurance, the University shall have the right to cancel and terminate the contract without notice. PARTIES TO THE CONTRACT The contract shall be between the State of Wisconsin, Board of Regents of the University of Wisconsin System doing business as the University of Wisconsin - Richland Center, hereafter referred to as the "University" and the successful bidder hereafter referred to as the "contractor" for the provision of Snack Vending Food Service according to the terms set forth herein. The University of Wisconsin System Office of Procurement is responsible for the contract administration of the contract and referred to herein as “Contract Administrator”. The UW-Richland Center Assistant Campus Dean for Administrative and Financial Services (Dundee McNair) herein known as the Campus Contract Administrator, shall be the site representative of the University responsible for the day to day administration of the contract. 2.8 EXCUSED PERFORMANCE If, because of riots, war, public emergency or calamity, fire, flood, earthquake, act of God, government restriction, labor disturbance or strike, business operations at the University are interrupted or stopped, performance of this contract, with the exception of monies already due and owing, shall be suspended and excused to the extent commensurate with such interfering occurrence. The expiration date of this contract may be extended for a period of time equal to the time that such default in performance is excused. 2.9 INSURANCE The contractor shall bear the full and complete responsibility for all risk of damage or loss of premises, equipment, products or money resulting from any cause whatsoever and shall not penalize the University for any losses incurred related to this contract. 2.9.1 COVERAGE AND MINIMUM LIMITS Coverage Minimum Limits Worker's Compensation (WC) Employer's Liability Coverage (B) Statutory $100,000/500,000/100,000 Commercial General Liability (CGL) General Aggregate incl. prdt/co Each Occurrence $2,000,000 $1,000,000 Automobile Liability (including hired & non-owned) Combined Single Limit $1,000,000 Additional Insured Provision 2 2 The contractor shall add the Board of Regents of the University of Wisconsin System, its officers, agents and employees as an additional insured under the commercial general and automobile liability policies. 2.9.2 Certificate of Insurance Upon notification of award and prior to issuance of a contract, the contractor shall provide the University a certificate of insurance with the required coverage and limits of insurance issued by an insurance company that has an AM Best rating of A- licensed to do business in the State of Wisconsin and signed by an authorized agent. 2.9.3 Commercial General Liability 2.9.4 Commercial General Liability includes, but is not limited to consumption or use of products, existence of equipment or machines on location and contractual obligations to customers. The contractor shall bear the full and complete responsibility for all risk of loss of premises, or damage to equipment, products or money resulting from any cause including that of sub-contractors and shall not penalize the University for any losses incurred related to this contract. Covenant Requiring Notice These policies shall contain a covenant requiring sixty (60) days written notice by the insurer to University of Wisconsin Office of Procurement, 780 Regent Street, Madison, WI 53715, before cancellation, reduction or other modifications of coverage. The insurance certificate shall be for the initial contract period of one (1) year and shall be extended by the contractor for each subsequent renewal period of the contract. The contractor shall advise each insuring agency to automatically renew all policies and coverage in force at the start of and resulting from this contract until specified coverage requirements are revised. 2.9.5 Evidence of new Insurance In the event of non-renewal, cancellation or expiration of insurance, the contractor shall provide the University evidence of the new source(s) of required insurance within twenty-one (21) calendar days after the University's receipt of the sixty (60) day notice. In the event the contractor fails to maintain and keep in force the insurance herein required, the University shall have the right to cancel and terminate the contract without notice. 2.9.6 University Right to Cancel In the event the contractor fails to maintain and keep in force the insurance herein required, the University shall have the right to cancel and terminate the contract without notice. The contractor shall advise each insuring agency to automatically renew all policies and coverage in force at the start of and resulting from this contract until specified coverage requirements are revised. 2.9.7 Contractor Agrees to Indemnify The contractor agrees to indemnify, defend and hold harmless the Board of Regents of the University of Wisconsin System, its officers, employees and agents from and against any and all claims, losses, liability, costs or expenses (hereinafter collectively referred to as "claims") occurring in connection with or in anyway incidental to or arising out of the occupancy, use, service, operations or performance of work in connection with this contract, but only to the extent that such claims are caused by the negligence, misconduct or other fault of the contractor, its agents, employees, subcontractors or contractors. 2.10 The contractor agrees that items relative to Snack Vending Food Service which are not covered herein may be added to this bid and resulting contract by the University without voiding the provisions of the existing contract. Additional services shall be furnished to the University by the contractor with additional consideration as needed to make it legally enforceable. Exclusive operation does not include Convenience Stores, Campus Bookstore, or Athletic Concessions. The University intends to acquire Snack Vending Food Service exclusively from the contractor. The cold beverage portion of vending is with another contractor. Equipment shall be compatible with design and quality with the other contractor's equipment at the same locations, as determined by the University. Each contractor shall cooperate, as determined and coordinated by the University, with other contractors and the University in all such terms as, but not limited to, area sanitation, waste containers, decorative motif, paper supplies, refunds, and scheduling of stocking items. 2.11 The terms and obligations of this contract shall be applicable to Snack Vending Food Services operated in various and separate 3 3 locations of the University (i.e. Housing, Student Center, etc.), including those locations leased by the University to tenants in which the specified service shall be required. Lessors of space to the University may reserve the right to determine the extent that the specified service shall be provided under this contract on their premises. 3.0 2.12 Recognizing that the successful performance of this contract is dependent on favorable response from the users, the contractor shall meet monthly with the appropriate campus authority and/or authorized student committees to effect adjustments in operations, and shall cooperate at all times to maintain maximum efficiency and good public relations with students, faculty and staff. 2.13 After the initial contract year, the parties upon mutual agreement may adjust the specific terms, commissions or guarantees of this contract where circumstances beyond the control of either party require adjustments. All adjustments shall be proposed in writing by the University to the System Office of Procurement for approval prior to becoming effective. All required contract amendment(s) shall be issued by the System Office of Procurement. 2.14 The contractor shall be financially responsible for obtaining all required permits (including parking), licenses, and bonds to comply with pertinent Board of Regents/University of Wisconsin System regulations, and municipal, county, state and federal laws, and shall assume liability for all applicable taxes including but not restricted to sales and property. 2.15 The contractor shall furnish all food, beverages, supplies, equipment, management and labor necessary for the efficient operation of the specified services included in this contract, subsequent extensions and amendments. 2.16 The contractor shall occupy and use the premises, as defined by the University, only for Snack Vending Food Service. The University shall not guarantee an uninterrupted supply of electricity or heat. The University shall be diligent in reporting service following an interruption. The University shall not be liable for any loss which may result from the interruption or failure of any such utility services. 2.17 The University shall have the right to make reasonable regulations on the method of service, opening and closing hours, safety, sanitation, maintenance and use of Vending food service areas and the contractor agrees to comply with such regulations. Authorized representatives of the University shall have the full right of access to all Snack Vending Food Service areas at any and all times. VENDING FOOD SERVICE SPECIFICATIONS 3.1 The University desires a sound, well-managed vending food service which will serve the varied components of the University, reflect professional attitudes that will enhance the image of the University, and provide its customers consistent and predictable service. The vending food service shall be a supportive service for student activities and react to the changing trends in the vending industry and changes in campus demographics. 3.2 The University shall determine that which is in the University's best interest regarding all such matters of the bookstore and the manual food service. The contractor shall cooperate with the University to maintain comparable standards of service, food quality, menu variety and comparable portions and prices with that available in manual food services. At a time that it can be determined by the University that any of the manual food services can be better performed by vending food service, they may become part of the contractor's responsibility and amended to this contract by mutual agreement. 3.3 Upon approval of the University recognized organizations shall be permitted to sell food and beverages on campus in connection with authorized University events such as bake sales, fund raisers, and student activity programs . Special Functions 3.4 When appropriate, the University shall advise the contractor of campus functions which may require additional vending food service to maximize service and revenue potential. Large conferences and department sponsored activities are examples of such functions. 3.5 VENDING PRICES, MINIMUM PORTIONS AND PRODUCT SPECIFICATIONS 3.5.1 The contractor shall comply with the portions and prices specified in this contract and those additions arrived at by mutual agreement of the University and contractor at the start of this contract. Comparable portions and prices shall exist between manual and vended food service. The item-portion and price schedule included in these specifications shall serve as a price and portion guide for other menu items not specifically included. 4 4 List of Products/Price Adjustments 3.5.2 Prior to the start of the contract, the contractor shall provide a detailed listing of portions and prices of all other products intended to be served for prior approval by the University, with information copy to the System Office of Procurement. All portion and price change requests shall be submitted to the University in writing for approval prior to implementation with approved information copy to the System Office of Procurement. Price and portion change requests from the contractor may be submitted to the University for consideration on an annual basis. The University intends to only make price and/or portion changes prior to the start of each academic year. The contractor may provide the University with price and portion change requests a minimum of sixty (60) days prior to the end of the second semester. The contractor shall provide the University with data supporting changes being recommended. After cost change verification, the University shall determine those price and/or portion changes to be approved and the effective day. The University may use the Consumer Price Index, North Central Region Averages, All Urban Consumers, Food Away From Home Index changes as a guideline in evaluating the contractor's price change proposals. The University may negotiate increased commissions on select products when cost increases are less than the amount of the sale price increases. 3.5.3 3.5.4 All prices include State and local sales tax. All weights and measures are minimums of cooked ready-to-eat portions, except raw weight minimums identified as "R.W." Where applicable, total portion weights include sauces, extenders, batters, etc., and are exclusive of containers and garnish. Selling Price and Minimum Portion Schedule. PRODUCT 3.5.4.1 Candy, Nuts Gum, Mints SPECIFICATIONS SELLING PRICE All brands are to be limited to those enjoying national and local acceptance. Packaging to conform to manufacturer's standards in terms of weight and size. Minimum of ten (10) combined candy and nut selections. 3.5.4.2 Snacks Minimum of five (5) combined gum including sugar free and mint selections. Gum, five stick package. 60¢ A minimum of ten columns with ten varieties per machine. All brands shall require University approval and shall be nationally accepted brands. Portion size shall be at least minimum standard unpriced vend pack. Vend Portion Size (Net Weight) Potato Chips 1 3/8 oz. Corn Chips 2 oz. Tortilla Chips 1/-2 1/8 oz. Nacho Cheese 1 3/4 oz. Pretzels 2 oz. Cheetos Crunchies 2 oz. Cheez-its 1.5 oz. Nutritious Snacks Chex mix 1.75 oz. Popcorn, Microwave 3.3 oz. Large Snack Chips/snacks 1.5-2.125 oz. 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - 90¢ 60¢ - $1.25 60¢ - $1.25 Crackers/wafers 60¢ - $1.25 5 5 Vend size. Nut 90¢ Candy: Rg. .$1.00 Lg. $1.25 1-2 oz. Peanuts Granola bars, Rice Krispies 3.5.4.3 Pastries and Cookies 2 oz 1.7 oz Assorted, fresh iced cake doughnuts, raised doughnuts, sweet rolls, bismark, long johns, danish Hostess, Twinkies, Ho Ho's, fruit pies Pop Tarts Grandma Cookies, other Bagged Cookies 60¢ - 90¢ 60¢ - $1.25 60¢ - $1.25 60¢ - $1.25 60¢ - $1.25 80¢ 80¢ Candy, Gum, Nut Requirements 3.6 The candy, gum, mint and nut selections shall include, but not be limited to, the following selections. All other brands and varieties shall require prior approval of the University. Candy Nestle Crunch Nestle Baby Ruth Pearson's Salted Nut Roll Nestle Butterfinger Hersey's Kit Kat Hershey's Rally Hershey Powerhouse Hershey with Almonds Reese's Peanut Butter Cups Hershey Mr. Goodbar Snickers Mars Bar Starburst Leaf Payday Sunmaid Raisins Milk Duds Switzer's Licorice Milky Way 3 Musketeers M & M's Hershey Mounds Munch Bar Rice Krispies Granola Bars Twix Skittles Nestle Crunch Carmel Take 5 Hershey Kissables Whatchamacallit Chuckles Jelly Candy Gum and Mints Cookies/pasties Wrigleys, Carefree, Trident Nabisco Lifesaver, Reeds Kellogg Keebler Famous Amos Snackwells Nuts Planters Eagle Fisher Frito Lay A minimum of seventy percent (70%) of the candy columns shall be stocked with a combination of products from M&M, Mars, Hershey and Nestle. Nutritious Snacks 3.7 A variety of recognized nutritious snacks shall be available in those locations where regular snacks are already offered or for new locations as may be determined by the University. A minimum of 25% of snack/chip/cookie items shall be at least one of the following low cal/low fat/low sodium in content. Inventory Rotation 3.8 All perishable food shall be package coded. The contractor shall be responsible for all loss of stale products, spoilage and shrinkage and shall not penalize the University for such losses. Labeling 6 6 3.9 Labeling on all items, including vended perishable foods, shall comply with all U.S.D.A., F.D.A. regulations, qualifications, and University policy, regarding packaging, labeling, ingredient listing and standards. The contractor's menu and menu item presentations shall not violate the intent of full truth in their written content, item descriptions or products used. Brand Preference 3.10 The contractor shall take under advisement the University's wishes regarding such considerations as brand preference, design and material specifications of supply items, use of State products, and use of local vendors where the resulting costs do not significantly jeopardize the fixed guarantee and commissions of this contract. Minority Business 3.11 The University of Wisconsin is committed to the promotion of minority business in the State's purchasing program. With this procurement a successful contractor is encouraged to purchase services and supplies from minority businesses certified by the Wisconsin Department of Development, Bureau of Minority Business Development. The UW Purchasing unit shall require from the successful contractor a quarterly report of purchases of such supplies and services necessary for the implementation of the contract. A listing of certified minority businesses, as well as the services and commodities they provide, is available from the Department of Administration, Office of Minority Business Program, 608/267-7806. The University requests the cooperation of the contractor in reporting on a regular basis all purchases of services or commodities from certified minority businesses used in the performance of this contract. This report shall be submitted to the University Purchasing Office on an annual basis. Industry Advancements 3.12 The contractor shall be alert to changing vending food service trends, new market forms of food, and changing diet patterns being evolved throughout the vending food service industry. As a result, the contractor shall be expected to initiate ideas for varied methods of vending service and menu presentations, and by mutual agreement implement these variations within the conditions of this contract. The University shall encourage and cooperate with the contractor to promote and merchandise services and products to the fullest to attract students, faculty and staff to enjoy and fully utilize the vending service. The contractor, with approval from the University, shall implement, merchandise and promote these new services and product variations in a manner typically used by commercial operations (i.e., sample tasting, temporary food stands). Promotion techniques may consider all campus publicity and advertisement including: paid ads in authorized campus publications, radio announcements, posters, and approved point of purchase displays. National marketing promotions with the approval of the University are encouraged. Samples 3.13 Prior to the start of the contract, and at any time during the life of the contract, the University, at its option, may require samples of vending products for evaluation and approval prior to sale at the University. 4.0 PERSONNEL, EMPLOYMENT PRACTICES AND STAFFING 4.1 Contractor shall at all times maintain on duty for the University an adequate staff of employees for efficient operation. The contractor shall provide expert administrative, purchasing, equipment consulting, and personnel supervision. An adequate staff of employees, to be approved by the University, shall be on duty to provide efficient, prompt and sanitary service. The University shall have the right to review the staffing patterns and job schedules, and require the contractor to take appropriate action to insure adequate service. The University may require the contractor to increase staff based on the needs of the operation. The University shall be the final approving authority for adequate staffing requirements. Contractor Contact Personnel 4.2 The contractor shall provide headquarters management staff, made known to the University by name, to routinely review and inspect operations, fill staff vacancies if necessary, consult with the University on current and future vending food service programs, and to act with full authority on the contractor's behalf in any and all matters pertaining to the specifications of this contract. Personnel Relations 4.3 Personnel relations of employees on the contractor's payroll shall be the contractor's responsibility. The contractor shall comply with 7 7 all applicable government regulations related to the employment, compensation, and payment of personnel. All employees of the contractor at the institution shall be bonded. The University may review this list upon request. Personnel of the contractor shall observe all regulations of the University, failure to do so may be grounds for the University to recommend dismissal. Staff Training 4.4 The contractor shall have the resources and staff for continually providing satisfactory training and development programs for their employees at all levels of the organization. Regularly scheduled employee training shall be conducted by the contractor regarding such subjects as refrigeration maintenance, defensive driving, equipment repair, and proper sanitation. The contractor shall be responsible for the expense of such training meetings. Employee Identification 4.5 Employee uniforms shall be provided by the contractor which are mutually agreed by the University and contractor to be best suited for the job function intended, and easily and appropriately identify the contractor and employee by name. Exceptions shall be determined by mutual agreement of the University and contractor. All employees of the contractor shall wear an approved uniform while on duty at the University. Free Meals or Snacks 4.6 The contractor shall not furnish free or discounted vended meals, snacks, or beverages to their employees, those of the University or any customer as a direct operating expense with a reduction of sales and/or commissions. Food Handler Examination 4.7 If the State of Wisconsin requires that food handlers take and pass a food handler's examination, the University shall require certification that food handlers under this contract have taken and passed the examination. The cost of these examinations shall be the contractor's responsibility. The contractor may require all of its employees assigned to duty at the University to submit to health examinations before being hired and periodically at least annually or as frequently and as stringently as required by law, and to submit satisfactory evidence of compliance with all health regulations to the University. Parking Fees 4.8 The University does not require the contractor to pay parking fees for service vehicles used on campus in the service of this contract. 5.0 EQUIPMENT, UTILITIES, SUPPLIES AND SPACE USE – 5.1 Schedule B. Location and Description of Required Vending Equipment, presents the initially required minimum equipment; but it is intended that at regular intervals during the duration of the contract the amount of required equipment shall be examined by the University and contractor with the objective of providing the best possible service to the student body, staff and faculty. Selected equipment must be in compliance with the American with Disabilities Act (ADA). 5.2 The University requires the contractor to provide both new and update vending and related auxiliary equipment per Schedule B. New equipment shall be of most recent model and not manufactured prior to 2011. Update equipment shall be 2006 model or more recent, and shall be shop rebuilt and refurbished prior to installation. All equipment should provide thermal overload protection and comply with applicable electrical standards. Energy efficient or energy star rated is desired For purpose of this contract, update rebuilt and refurbished requires the equipment be in like new condition prior to final acceptance by the University for location on campus. New and update equipment shall be listed as certified by the Automatic Merchandising Industry Health Code. All equipment shall be subject to inspection and approval by the University prior to final installation. The vending equipment shall be compatible in terms of decor when three or more machines are placed together at one location. The vending equipment shall be the same height to give uniformity of appearance, except as otherwise mutually agreed by the University and contractor. The University shall install and pay the costs of any decorative motif. 8 8 All equipment shall be equipped with non-reset electronic sales totalizers and selection panels which have the capability to provide digital display of total sales.] Combination Snack Machine 5.3 The contractor shall merchandise a variety of candy, gum, mints, nuts, pastries, cookies and snacks daily in combination candy, pastry, snack equipment at locations indicated in Schedule B. This equipment shall have open window display, with a minimum optional selection of 40 items. The combination candy, snack and pastry machines shall be equipped with non-reset electronic sales totalizers and selection panels which have the capability to provide digital display of total sales. Cash collections reports, reported sales, inventory control records, and non-reset item sales counters and totalizers, revenues shall be audited on a regular schedule, as determined by the University, to verify the contractor's inventory control and reported commissions. Equipment Verification 5.4 The contractor shall provide the University and the System Office of Procurement with invoice copies to verify new equipment purchases are in compliance with contract requirements. Initial and subsequent installations of new and update equipment shall be identified by type of equipment, serial number, manufacturer's meter readings and location and listings be provided the University and Office of Procurement not later than thirty (30) days after the effective date of the contract. After the start of the contract, the contractor shall not add or remove vending or auxiliary equipment without prior written approval of the University. All schedule revisions shall be recorded on the monthly revenue and equipment commission report. Utilities 5.5 Where necessary, and mutually agreed by the University, utilities shall be brought to equipment by the University. The contractor shall be responsible for paying the costs of connections from the equipment to the provided utility source, including all other costs of installation of the equipment. The University shall not guarantee an uninterrupted supply of water, steam, electricity or heat except that it shall be diligent in restoring service following an interruption. The University shall not be liable for any loss which may result from the interruptions or failure of any such utility services. Ownership of Equipment 5.6 All vending equipment owned by the contractor shall remain with the contractor. However, the University agrees to take such measures as may be reasonably required, as defined by the University, for the protection against loss by pilferage or destruction. Required equipment repairs expense shall be the contractor's responsibility. Reduced Service Periods 5.7 The vending machines shall be operated during the entire year, but with reduced selections arrived at by mutual agreement for the summer session and University vacation breaks. Supplies 5.8 Paper supplies, type of dispensing equipment, inventory levels, and the required locations shall be determined by mutual agreement of the University and contractor. High Volume Locations 5.9 The contractor shall provide uniformed rate service attendants at high sales volume locations during peak service periods, as mutually agreed. The rate service attendants shall assist with the operation of equipment, re-stock vending items, paper supplies and condiments, maintain the service area in a sanitary and orderly condition, and other such services as may be required. Operation Instructions/Refunds/Malfunctions 5.10 Contractor shall provide on each machine at each vending food equipment location operating instructions and information to eligible users where malfunction reports and refund requests may be made. All information including permits, licenses and price regulation required to be posted shall be displayed in an appropriate manner agreed by the University without defacing of the facilities of the 9 9 University. Keys 5.11 The contractor shall be responsible for control of keys obtained from the University and the security of those areas for which and when they are used by its representatives. The contractor shall be responsible for immediately reporting all the facts relating to losses incurred, equipment damage or break-ins to their equipment and areas of the University. The University shall designate the authority who shall receive these reports and be responsible for key issue and periodic review of key control. The contractor is responsible for the purchase of padlocks and other security devices which may be required by the contractor to further ensure revenue, product or property. The University shall provide the contractor with routine campus protection currently available to vending food service, such as night patrol, door checks, security consulting, call response, etc. The University and contractor shall mutually determine the additional security measures required to control unauthorized access to all vending food service areas included in this contract. Lock Cylinder/Key Replacement 5.12 The contractor shall be responsible for replacement of lost keys and the cost of re-keying and replacement of lock cylinders required as a result of their negligence and/or loss of keys. Storage of Equipment 5.13 Vending and auxiliary vending equipment not removed from the University locations on cancellation or expiration of this contract and/or after ten days written notice to the contractor may be removed and placed in storage by the University. All costs of removal, storage and product and revenue loss shall be the contractor's. Changers 5.14 Vending change making equipment shall have the capability of customer selection of changing coins and $1.00 currency. The contractor shall provide and service the changers with amounts of change at frequent intervals to ensure change is continually available. All vending equipment shall have the capability of returning change in amounts of $.05, $.10 or $.25 as required, and have adequate change inventory for required returns. All machines, unless otherwise noted, shall be equipped with a microprocessor controlled dollar bill acceptor as an equipment accessory for all vending locations. All vending machine coin/bill changer mechanisms shall be electronic and maintained at the full change bank capacity and inventoried each time the machine is serviced and brought up to capacity. The coin changers shall be designed with automatic refill features. Route Employee Sales 5.15 6.0 Items sold through vending equipment shall not be manually sold by vending attendants or route employees. Prior to requiring manual sales of items sold through vending equipment, high volume areas shall be equipped with additional vending equipment of the type required. Location sales during the equipment stocking processes shall not be done manually. EQUIPMENT AND FACILITIES MAINTENANCE, REPLACEMENT AND SANITATION 6.1 The premises, equipment, supplies and facilities shall be maintained throughout the life of this contract in condition satisfactory to the University and in compliance with Chapters HSS 196 and HSS 198 of the Wisconsin Administrative Code and Sec. 50.50(4), Wisconsin Statutes. Thus, the contractor shall adhere to the highest standards of cleanliness and sanitary practices, including food handler's appearance and performance in the preparation, service, transport and storage of food and related items. Structural, utility and non-vending equipment changes necessary in order to comply with such requirements shall be made by the University at its expense. 6.1.1 The contractor shall maintain in a sanitary condition all vending machines. The customer-contact surfaces of all equipment including selector buttons, knobs and handles and cup dispensing platforms shall be cleaned with germicidal solution applied with disposable toweling. Visible products residue, as in cup platforms, shall be removed with warm water and 10 1 0 detergent before application of the germicide. 6.1.2 The external cabinet of all vending machines, including cabinet tops, shall be kept free from dust and other contaminants. Screens, compressor zones and condensers shall be inspected regularly for dust, seepage and other residue and shall be kept clean. 6.1.3 Contractor's employees shall be responsible for inspecting under and behind the vending machines and supplemental equipment for evidence of dirt, debris and vermin. When cleaning of these areas is required, the contractor shall provide access, by kickplate (skirt) removal or machine movement, and advise the University of the need for cleaning. 6.1.4 The University shall provide waste containers, bag liners, and recycling containers in the vending areas, where necessary, and in sufficient number, to maintain sanitary standards for trash disposal. All waste containers and recycling containers shall be kept in a clean and satisfactory condition at all times, and emptied as often as necessary by the University. 6.1.5 The contractor shall remove all waste packaging, master cartons, boxes, etc., from the vending service and storage areas to outside dumpsters provided and serviced by the University. These waste materials shall not be placed in the containers described in above paragraph. Cardboard cartons shall be taken by the contractor to collection points identified by the University or be removed from campus by the contractor. Facility Inspections 6.2 Consultant inspectors of the Wisconsin State Division of Environmental Health and Milk Certification Section and/or Agent Health Departments of the division and campus safety personnel and environmental health specialists shall have complete cooperation and access to all vending service, production and storage areas on inspection which they may conduct. These inspections may be at the request of the University or on said agency's own discretion. A management representative of the contractor shall conduct equipment and facilities maintenance and sanitation inspections periodically. A copy of all inspection reports shall be furnished the University by the contractor. The contractor is responsible to implement corrective operating measures required as a result of these inspections and reports within ten day notification from the inspecting agency and by mutual agreement of the University. 6.3 The contractor shall institute and maintain a program of preventive maintenance and regular replacement of worn, damaged, or malfunctioning vending equipment. This program shall be described in detail with each bidder specifying equipment and parts backlog to meet emergencies and routine maintenance and repair. The University shall not perform maintenance or repair on any equipment of the contractor or that on loan to the University. The University shall institute a preventive maintenance program and regular replacement of worn, damaged or malfunctioning non-vending capital equipment and related facilities. The program shall be paid by the University and executed with the full cooperation of the contractor. Malfunctions and Service 6.4 The contractor shall provide on call, as needed emergency vending and auxiliary equipment maintenance and repair service 24 hours a day and seven days a week so as to minimize vending equipment down time should malfunctions be reported. The contractor shall respond to routine equipment service and repair calls/reports within a minimum of three (3) hours between the hours of 7:00 AM and 7:00 PM, Monday through Friday, and three (3) hour response time during weekends. Equipment which cannot be returned to full service within 72 hours of notification of needed repair shall be replaced with comparable equipment of like quality until the original equipment is returned to service. The equipment repair service shall respond to emergency and daily routine maintenance requirements in a manner which limits equipment down time and customer inconvenience. The contractor shall provide the University a toll free number to call or accept long distance calls for required service. The contractor shall supply food to the equipment a minimum of five days per week, Monday through Friday, between the hours of 7:00 A.M. and 4:00 P.M. during the regular academic semesters and summer school. Specific locations which require product service on Saturday and/or Sunday shall be determined by mutual agreement. The contractor shall be alert to specific equipment which requires product inventory stocking more frequently than once per day to maintain adequate product variety and inventory to provide satisfactory service twenty-four hours per day. Prior to the start of the contract, the University and contractor shall mutually determine those locations requiring weekend service and service after lunch prior to the start of evening classes. Equipment Replacement 11 1 1 6.5 The contractor shall maintain a continual program of equipment replacement in high volume locations where obsolescence becomes a factor resulting in potential service or sales reduction. 6.6 The University shall be responsible for the purchase of non-vending capital equipment and shall make or authorize the repair and replacement of worn, damaged or malfunctioning equipment and related facilities. Except where it has been determined by the University that damages were due to the contractor's negligence, the University shall, at its option, request the contractor to make and pay for the necessary repairs and replacement, or repair or replace said non-vending capital equipment and related facilities and invoice the contractor. Industry Improvements 6.7 Industry improvements on vending equipment occurring during the life of this contract shall be incorporated by the contractor on the originally installed equipment and subsequent installations where it is deemed feasible by the University and mutually agreed by the contractor. Such improvements shall include, but not be limited to: "fail-safe no touch burglar alarms", self locking coin boxes and various electronic security and metering devices. New Security Advancements 6.8 The contractor shall keep the University informed on new industry security measures in use. The University shall institute or execute such measures required to accomplish maximum property, product and revenue security when presented in writing by the contractor and mutually agreed by the University. Daily Floor Maintenance 6.9 The University shall provide daily floor maintenance in the vending areas, and the contractor shall cooperate in keeping this service to a minimum. Route employees shall clean floor spillage which occurs in the process of filling or sanitizing equipment. The University and contractor shall mutually develop a semi-annual schedule for the University to thoroughly clean and seal the floor under and in the adjacent area of vending equipment. Floor Stripping and Waxing 6.10 The University shall be responsible for the periodic stripping and sealing or waxing of floors in the vending areas, and shall furnish at its expense the necessary equipment, supplies and labor. The University and contractor shall mutually develop a semi-annual schedule for the University to thoroughly clean and seal the floor under and in the adjacent area of vending equipment. Recycling 6.11 The contractor shall comply with University and State policies and procedures related to recycling of waste materials, purchase of recycled materials and participate in required waste separation programs for materials generated by the vending program. The University is committed to a comprehensive recycling program. Contractor may be asked to participate in experimental/pilot recycling projects during Contract term and is encouraged to cooperate fully. Pest Control 6.12 The University shall be responsible for the costs of insect and pest control in all vending service and storage areas. The contractor shall maintain maximum insect and pest control for its products and equipment. 7.0 COMMISSIONS, ACCOUNTING AND PAYMENTS 7.1 Commissions Commissions shall be expressed on the included bid submittal forms by the contractors on net sales (gross sales, less State and local Sales Tax) on all items as follows: 7.1.1 Percentage on individual vending product categories or a maximum guarantee total commission per year of two hundred dollars ($200), whichever is greater. The contractor may elect to quote a lower guarantee than the maximum specified. Contract award shall be determined, in part, based on the commissions quoted. 12 1 2 7.2 Accounting Records Retention 7.2.1 The contractor shall maintain complete and accurate records of vending transactions for each machine in accordance with accepted industry accounting practices, and shall keep in a safe place all such financial records and statements pertaining to the operations at the University for a period of three (3) years from the close of each year's operation. Collections/Meter Counts 7.2.2 A representative of the University may accompany the contractor's route employees when meter counts and money collections are made at time pre-determined and agreed by the University. At that time cash receipts collected from the equipment shall be jointly counted by the University and the route employee at a location and by means determined by the University and mutually agreed by the contractor. Revenue discrepancies from the composite of these collections and that reported on the period statement shall be explained by the contractor in writing as part of such period statements. Basis for Commissions 7.2.3 The contractor's inventory control of reported inventory sales, after reconciliation to meter readings and cash collections, shall be used as the basis to compute commissions payable to the University. Collections shall be bagged and counted by machine, reconciled to reported inventory sales and not co-mingled with changer funds. When reported inventory sales differ from meter readings and cash collections, commissions payable shall be determined on the reported inventory sales. All vending equipment shall be equipped by the contractor with non-reset item sale counters and/or totalizers which are maintained in continual operative condition. Each period statement shall include beginning and ending counter readings as reconciled to route inventory control reports. Inventory control records shall be kept for each machine indicating date, product description, sale price and quantity loaded into the machine and be made available to the University on a schedule to be determined by the University. Product inventory and sales shall be recorded by machine at the time of each service occurrence. Inventory control route records shall be retained a minimum of two (2) years after the sales and commissions for each period are recorded and reported to the University. 7.2.4 In the event different items are sold in the general merchandiser and/or combination candy, snack and pastry merchandiser for which varied commissions are paid, the revenues and commissions for these item sales shall be reported by location in the revenue and commission category for that item. 7.2.5 Refunds and tests shall be deducted from vending commission statement gross sales item categories in which refund and tests occurred prior to computation of State and local sales tax and commissions due the University. Sales Tax Determination 7.2.6 Sales tax collected from customers shall be deducted from gross sales receipts, before computing the Sales Tax, provided the customers are advised of the amount of sales tax they are paying by posted sign or printed notice. (Divide gross receipts by 1.055). Commissions shall be computed on the resulting net sales receipts for all commission sales. For purposes of this contract, the required formula for determining net sales and commissions is as follows: 1.Vends x sales price = gross sales 2.Gross sales minus (-) tests and refunds = adjusted gross sales. Refunds and tests to be shown separately on each commission statement. 3.Adjusted gross sales divided () state and local sales tax (1.055) = net sales. 4.Net sales x commission percentage = commissions due the University. Sales Tax Change 7.2.7 The University's commissions under this contract are determined in part with the contractor's full consideration of applicable State, Federal, county or local excise and sales taxes on all products at the start of this contract. In event of an increase in these taxes or change in tax structure increasing contractor's tax liability and affected vending product sale price is not adjusted, commissions shall be reduced the exact same amount in dollar terms to compensate the contractor for tax increase. In the event of tax decrease, and no decrease in gross sales price is effected, the University shall receive the 13 1 3 exact same amount in commission compensation for such decreased tax. Uniform Statements 7.2.8 Contractors with vending service at more than one University of Wisconsin University shall provide period statements which are uniform at each University as nearly possible as the obligations of each contract specifications permit. Vandalism or Theft 7.2.9 Commissions shall not be paid on the contractor's revenue losses resulting from vandalism or theft of money or product from vending equipment at the University. The University shall receive commissions on any funds recovered. Sales and Commission Report 7.2.10 The University shall require the contractor to provide monthly sales and commission reports which provide the following information: 7.2.10.1 Product code for the following individual categories: Where applicable A. Hot Beverages B. Gum/Candy/Mints Snacks, Chips, Popcorn Pastries/Cookies C. Milk/Drink 7.2.10.2 Building location of machines 7.2.10.3 Machine number 7.2.10.4 Selling prices of products (separate report) 7.2.10.5 Date machine installed (separate report) 7.2.10.6 Date machine removed from service (separate report) 7.2.10.7 Designation of new or used machine at time of installation (separate report) 7.2.10.8 Gross and net sales and sales tax for each machine by location each period 7.2.10.9 Year-to-date gross and net sales and sales tax for each machine by location each period 7.2.10.10 Total commission for each machine by location for each period 7.2.10.11 Year-to-date commission for each machine by location each period 7.2.10.12 Refunds and tests for each item category 7.2.10.13 Required beginning and ending meter reading 7.2.10.14 Amount over and short by machine Prior to the start of the contract, the University and contractor shall mutually agree on the report(s) formats and contents to satisfy these requirements. The year to date reports shall coincide with the contract year Refund System 7.2.11 A voucher refund system shall be required and shall involve dispersing of funds through representatives of the University. The voucher system shall include a pre-numbered form supplied by the contractor and approved by the University to be filled out by the person making a refund claim and shall include the following information; what machine, what happened, 14 1 4 amount of loss, amount of refund, date, building, and who suffered the loss. The contractor shall supply and maintain funds for refunds to the satisfaction of the University. The University and contractor shall mutually determine the locations on-campus where refunds are administered and the maximum fund to be provided each location. The contractor shall provide each vending location with University approved instructions where refunds may be obtained. The University shall be provided source documents to verify reported refunds as part of each period statement. 7.3 Payments 7.3.1 The contractor shall pay the University the commission percentage of each period net (gross sales less State and local Sales Tax) vending sales on or before the 20th day of the period following the last day of the period in which commissions were earned, and shall accompany this payment with a detailed explanation of dollar sales by item category, by location by each vendor and extension of commissions and a composite statement of said sales and commissions. Causes of abnormal revenue deviations shall be noted by the contractor as part of these statements. 7.3.2 All period commission statements and payments shall be sent to the University with an information copy to the System Office of Procurement. Vending commissions payments not received by the University on the 20th day following the last day of the period in which it was earned shall be paid by the contractor plus a minimum interest penalty on the commissions due at the prevailing interest percentage and conditions the State of Wisconsin uses for delinquent income tax. Guaranteed Payments 7.3.3 One year from the effective date of this contract, and each full year thereafter during the life of the contract, the contractor shall pay the University that portion of commissions due, if any, to equal the guaranteed annual commission required in this contract. Payments shall be made by the 20th day of the following accounting period in which they were earned and recorded as commissions paid in the year the guarantee was due. On expiration or termination of this contract, partial year guarantee commissions due, if any, shall be determined by dividing the prior year commissions earned through the date of termination by the prior contract year total commission or guarantee received, which ever is greater. Multiply the resulting percent prorated commission received the prior year by the annual guarantee required per bid submittal. If the resulting prorated guarantee is greater then the commissions received to date of termination, any balance due shall be paid the University by the 20th day of the following accounting period. The University has established the annual guarantee at a level sufficient to ensure the quality and service standards specified are maintained. However, in the event the University requires the contractor to remove equipment from a location or locations which reduce annual commission payments below the guarantee, the contractor may request a reduction of the guarantee in the amount equal to the commission generated at that location(s) during the prior twelve month period. Increased commissions generated as a result of added locations during the term of the contract shall be used to offset the amount of annual guarantee reduction. Guarantee adjustments require prior approval of the System Office of Procurement and amending to the contract. Equipment Removal Commissions 7.3.4 On expiration or termination of this contract commissions due the University shall be paid on sales until all equipment has been removed, and the removal date shall be indicated on the period statement when each piece of equipment was removed, including equipment removed at any time during the contract period prior to expiration. Statement Review 7.3.5 7.4 On request of the University the contractor shall meet with the University and review each period statement, explain deviations, discuss problems, and mutually agree on courses of action to improve the results of the required services included in this contract. Period statement adjustments required as a result of review and/or audit shall be identified and reflected on the next period statement. Audit 7.4.1 Cash collections reports, route inventory cards, and reported sales shall be audited on regular schedule, as determined by the University, to verify the contractor's inventory control and reported commissions. 15 1 5 7.4.2 Periodic reviews, conducted jointly by representatives of the University and the contractor shall be made to ensure that commission and guarantee payments, pricing structure and other phases of the operation are conducted in the most efficient and financially sound basis. 7.4.3 All records pertaining to the operations of vending food service shall be open for inspection and/or audit by the State and/or University of Wisconsin at any or all reasonable times. 7.4.4 The University and the System Office of Procurement shall be advised by the contractor of the schedule of the contractor's audit of their records and operations at the University. The University shall have the option to participate in the contractor's audits and may request a full report of these audits. 8.0 BIDDER'S QUALIFICATIONS AND INFORMATION It is the purpose of this invitation to bid to obtain complete data from each bidder to enable the University to determine which bidder is best able to serve all of the criteria which are to be considered in the award of this contract. To this end, each bidder shall furnish as a part of this bid a complete description of capabilities in the field of Vending Food Service Operations. Bidders shall provide a written response to all required Bidder's Information. Each response shall be numbered to coincide with the Bidder's Information numbering and presented in the sequence listed. The Bidder's Information should be prepared simply and economically, providing a straightforward, concise description of that which is required. Emphasis should be on completeness and clarity of content. The qualification criteria which the bidder's must meet to be considered for an award are: * The bidder must currently own the specified business and must have owned and operated a vending business a minimum of five (5) years. * Reference checks from a minimum of three (3) clients currently under contract with your company must indicate high quality of service has been performed consistently. * Financial capacity of the bidder must be sufficient to support the specified service; provide initial inventories, equipment and labor and cash flow to guarantee performance. * The bidder's response must clearly demonstrate the capacity to handle the requirements of this contract in addition to current workload. * The bidder must currently own and operate a minimum of fifty (50 ) vending machines at one or more accounts. Bidders information is required even if it is currently on file at UW System Office of Procurement with previous or current bids. The required bidder's information is as follows: 8.1 Name and address of operating company, the names of all the owners or principles of the company and the duration and extent of experience in the operation of vending food services. 8.2 A list of operations of similar complexity (may be a list of number of accounts) where you are currently, or have within the last year, owned and provided the specified service. Give length of time at each account, name, address and phone number of contact person of each operation. The list shall include a minimum of three (3) similar operations. 8.3 A complete profit and loss statement and balance sheet or annual report as of your last fiscal year of operation. Certification of this report by a Certified Public Accountant may be required. 8.4 A list of related vending industry and bank references with which the company is currently transacting business. If your company will require monetary assistance to operate this account, state amount required and anticipated source. 8.5 A table of company organization and a plan for the administrative-management and supervision staffing required under the specifications of this contract, including regional and headquarters support and description of the qualifications of the manager candidate to be assigned to the University. 8.6 Descriptions of your internal accounting and audit programs including forms used for: 8.6.1 Inventory control for central warehouse, on location storage areas, and route inventory control. 16 1 6 8.6.2 Vending food service personnel accounting controls. 8.6.3 Method of recording, checking, calculating and reporting sales based on inventory control records. 8.6.4 Route and Internal control of cash handling of vending machine revenues and coin and bill changers, coin counting facilities and refund system. Explain controls used to separate vending machine changer funds and revenues. 8.6.5 Internal audit system. 8.6.6 Regular accounting and cash collection control forms used with detailed explanation of each and their importance. 8.6.7 Route person inventory and cash control procedures with example control cards and card entry procedures and audit. 8.6.8 Copy of proposed monthly period revenue and commission statements as specified (see sample attached). 8.7 A description of your training programs for employees, supervisors and managers. 8.8 A description, in detail, of your sanitation, preventive maintenance and regular replacement of worn and/or malfunctioning equipment programs. 8.9 Your proposed plans for advertising, merchandising and promotions for the first year of the contract and future potential years of the contract, including marketing programs and menu features and schedules for implementation. 8.10 A list of all products, portion size you will offer this account including general merchandiser products/pricing and a plan o gram for each machine. 8.11 Describe in general terms your approach to meet the service requirements of this contract including regular academic year, evenings, weekends, break periods, emergencies and frequency of delivery to each location. 8.12 Other such information as the bidder deems pertinent for consideration by the University. 8.13 The University may request supplementary information as is sufficient, in the opinion of the University, to assure the University that the bidder's competence, business organization, and financial resources are adequate to successfully perform the specified service. 8.15 The bidders shall furnish and include the above required data and information with the bid. Statements are required to be complete and accurate. Omission, inaccuracy or misstatement may be sufficient cause for rejection of bid. 17 1 7 9.0 BID SUBMITTAL FORM FOR SNACK VENDING FOOD SERVICE Subject: Vending for the University of Wisconsin –Richland Center We, the undersigned, in compliance with the Request for Bid Number PS-12-2313-B for Vending Food Service dated April, 2012, hereby bid the following commissions and guarantees to the University of Wisconsin for vending machine net sales as follows. In making these bids acknowledge that we have read and understood this Request for Bid and hereby submit our bid in accordance with the terms and conditions of the bid specifications and agree to fulfill our legal obligations pursuant to the attached contractual provisions. 9.1 Itemized Commissions, Guarantee[ Type of Machine COMMISSION % 9.1.1 Candy, Nuts, Gum, Mints, Cookies, Snacks & Pastries ____________ % 9.1.2 Or we guarantee a MAXIMUM ANNUAL GUARANTEE, of two hundred dollars ($200) whichever is greater. 9.1.3 The contractor, at its option may elect to quote a lower annual guarantee: ___________. THE BELOW ADDENDA HAVE BEEN RECEIVED AND CONSIDERED IN PREPARATION OF THIS BID. PLEASE COMPLETE THE ACKNOWLEDGMENT BY SIGNING AND INSERTING THE DATE OF THE ADDENDA. WE ACKNOWLEDGE: ADDENDUM #1 DATE ADDENDUM #2 DATE SIGNED ____________________________________________________ NAME ______________________________________________________ TITLE _______________________________________________________ DATE ________________________________________________________ FIRM _________________________________________________________ ADDRESS ______________________________________________________ CITY STATE ____________ TELEPHONE ZIP _________________________ FEIN 18 1 8 SCHEDULE A Snack Vending Vending Food Service Equipment Distribution - University of Wisconsin – Richland Center On Campus Now Total Required Combo, Candy, Snacks, Pastry, Desserts Candy, Mints, Gum, etc. 2 2 TOTAL 2 Machine 2 19 1 9 NET Sales 2010 to 2011 Net Sales 2012 to Date $1917.90 $672.10 SCHEDULE B Location and Description of Required Snack Vending Food Service Equipment University of Wisconsin – Richland Center Type of Machine Location Snack Total Wallace Student Center 1* 1 Melvill Hall 1* 1 Total 2 2 Note: *Update equipment 2006 model or newer - all other equipment new 20 2 0 SCHEDULE C University of Wisconsin – Richland Center Prepared by: Jim Mueller Date July 2012 In an effort to provide the potential bidders with pertinent facts about the University, the following information shall be accumulated and held. At the time of the bidders survey the University, copies of this information shall be made available to each prospective bidder. Additional data and information may be requested by the contractor at that time. The statistical data provided in this Schedule does not constitute terms of the resulting contract. The data is included for informational purposes only. 1. Estimated University population a. Student Enrollment 2011-2012: Fall 2011: 430 Spring 2012: 415 Student Projected Enrollment 2012-2013: Projected Fall 2012: 440 Projected Spring 2013: 425 b. 2. The University is currently receiving the following commissions. Snack Vending Food Service: 3. 10.2% For the purpose of bid evaluation, the University projects itemized net sales for 2012-2013 fiscal year and subsequent years of the contract as follows: Net Vending Sales Item Category Net Sales Snack Vending Food Service: TOTAL SALES $1917.00 $1917.00 21 2 1 STATE OF WISCONSIN DOA-3027 N(R01/98) 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 CH ALLENGED, 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. document to be insufficient. The state considers other markings of confidential in the bid/proposal 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 accessible formats to qualified individuals with disabilities. 22 2 2 STANDARD TERMS AND CONDITIONS 1.0 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal. 2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable. 3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin. 4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs. 5.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified. 6.0 PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts. 7.0 6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration. 6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industrywide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements. 6.3 In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30). UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act. 8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin. Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office. 9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified. 10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized. 11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing. A good faith dispute creates an exception to prompt payment. 12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. 23 2 3 The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials. 13.0 GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs. ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority. 14.0 15.0 APPLICABLE LAW: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel any contract with a federally debarred contractor or a contractor which is presently identified on the list of parties excluded from federal procurement and non-procurement contracts. 16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract. 17.0 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin. 18.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals. 19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities. 19.1 Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency. 19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law. 19.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment. 20.0 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. 21.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code, the Rules of the Industrial Commission on Safety, and all applicable OSHA Standards. 24 2 4 22.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor. 23.0 INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall: 23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work. 23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, nonowned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage. 23.3 The state reserves the right to require higher or lower limits where warranted. 24.0 CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract. 25.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin. 26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. 27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with appli cable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation. 28.0 27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot by copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin. 27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential. DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent ( 10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123). State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats. 29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications. 30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s). 31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases 25 2 5 pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 32.0 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement. 33.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 266-3590. 26 2 6
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