BIDS MUST BE SEALED AND ADDRESSED TO: State of Wisconsin DOA-3070 (R08/2003)

BIDS MUST BE SEALED AND ADDRESSED TO: State of Wisconsin DOA-3070 (R08/2003)

State of Wisconsin

Wis. Statutes s.16.75

DOA-3070 (R08/2003)

BIDS MUST BE SEALED AND ADDRESSED TO:

AGENCY ADDRESS:

UW-Eau Claire

Purchasing Department

105 Garfield Avenue, S103

Eau Claire, WI 54702-4004

715-836-4643 FAX 715-836-2020

REQUEST FOR BID SS-1223

THIS IS NOT AN ORDER

BIDDER (Name and Address)

Remove from bidder list for this commodity/service. (Return this page only.)

Bid envelope must be sealed and plainly marked in lower corner with due date and Request for Bid

# SS-1223. Late bids will be rejected. Bids MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid is due. Bids dated and time stamped in another office will be rejected. Receipt of a bid by the mail system does not constitute receipt of a bid by the purchasing office. Any bid which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Bids must be submitted separately, i.e., not included with sample packages or other bids. Bid 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. Bidder should contact person named below for an appointment to view the bid record. Bids shall be firm for acceptance for sixty (60) days from date of bid opening, unless otherwise noted. The attached terms and conditions apply to any subsequent award.

Bids MUST be in this office no later than

May 22, 2012 2:30 PM

Name (Contact for further information)

Steve Slind

Phone Date

715-836-4643

Quote Price and Delivery FOB

May 4, 2012

Item

No.

Quantity and Unit

Payment Terms

Itemized Bid Form

Royalty Rate:

Description

Destination

Bids will be accepted per the attached

Standard Terms and Conditions

Special Conditions of Bid

Specifications and Requirements

Fax Bids are accepted at 715-836-2020

Fax bids are accepted

UW-Eau Claire will accept bids for Trademark

Licensing and Royalties Services

For Information concerning this RFB Contact:

Scott Kilgallon, Director of Athletics, 715-836-5858

Delivery Time

Fax bids are not accepted

Price

Per Unit Total

_______%

We claim minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Commerce. If you have questions concerning the certification process, contact the Wisconsin Department of Commerce, 5th Floor, 201 W. Washington

Ave., Madison, Wisconsin 53702, (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) 266-2605.

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 bid 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 bid; that this bid has been independently arrived at without collusion with any other bidder, competitor or potential competitor; that this bid has not been knowingly disclosed prior to the opening of bids to any other bidder 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 Bid and all terms of our bid.

Name of Authorized Company Representative (Type or Print) Title

Phone

Signature of Above Date

Fax

Federal Employer Identification No.

( )

( )

Social Security No. if Sole

Proprietor (Voluntary)

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

April 2, 2012

University of Wisconsin-Eau Claire

Trademark Licensing and Royalties Service

Request for Bid SS-

Definitions of Terminology

Table of Contents

Page

1

1.0 Special Condition of Bid

1.1 Scope

1.2 Bidder Qualifications

1.3 Assignment

1.4 Entire Agreement

1.5 Method of Bid

2

2

2

2

2

1.6 Method of Award

1.7 Bid Format

1.8 How to Fax Bids

1.9 Examination of Records

1.10 Minority Business

1.11 VendorNet Registration

1.12 Nondiscrimination & Affirmative Action

4

4

4

4

2

3

3

1.13 Insurance Responsibility

1.14 Termination and Cancellation

1.14.1 Termination for Cause

1.14.2 Termination for Convenience

1.14.3 Termination for Change in Law

1.14.4 Contract Cancellation

1.15 Non Appropriation of Funds

1.16 Financial Stability

1.17 Additional Information

1.18 Bid Response Requirements

2.0 Requirements and Specification Answer Form

3.0 Designation of Confidential and Proprietary

Information DOA-3027

4.0 Vendor Information DOA-3477

5.0 Vendor Reference DOA-3478

6.0 Vendor Agreement DOA-3333

7.0 Standard Terms and Conditions

6

6

6

6

5

5

5

5

5

5-6

7

8

9

10

11

12-14

8.0 Supplemental Standard Terms and Conditions for

Procurement of Services

15

Definitions of Terminology:

Agency

Authorized User

Bid

Business Days

Contractor

Means an office, department, agency, institution of higher education, association, society or other body in state government created or authorized to be created by the constitution or any law, which is entitled to expend moneys appropriated by law, including the legislative and the courts, but including an authority. means any state agency, University of Wisconsin campus, or other state or local public body authorized to use statewide contracts, as established in S 16.70 (1b), (1e, (2), (4) and (8), 1673 and 66.0301 of the Wisconsin Statutes and S PRO-D-30 of the State

Procurement Manual. means a price quotation specifically given to a prospective purchaser by a prospective seller; a bid is an offer to sell. means Monday through Friday 8:00 AM to 4:00 PM excluding state holidays means any person or entity providing equipment, materials, supplies, contractual

Contract Manager

University

FOB Destination

Lowest responsible

Bidder services to a contracting agency of the State. is the designated UW-Eau Clair staff personnel means University of Wisconsin-Eau Claire means seller retains title and control of goods until they are delivered and the contract of carriage has been completed. The seller selects the carrier and is responsible for the risk of transportation. The seller is responsible for filing claims for loss or damage. means the person or firm submitting the competitive bid with the lowest price that meets the specifications contained in the requests for bids. In establishing the lowest responsible bidder, all of the following factors may be considered: (a) the financial ability to provide the services required or to complete the contract; (b) the skill, judgment, experience, and resources to complete the contract, (c) the necessary facilities, staff, personnel, and equipment to complete the contract, (d) the demonstrated ability to satisfactorily perform the work or provide the materials in a prompt conscientious manner, € the demonstrated ability to comply in situations where the award is contingent on special considerations subject to the nature of the services or contract required, and (f) any other factor determined to be relevant in assessing the bidder’s ability to supply as required. (Adm.6.01 (9)) means the process of obtaining goods, including all activities from the planning process, Procurement

Procuring agency

RFB

Specification

State preparation, and processing of a requisition, through receipt and approval of the final invoice for payment the state agency which conducts the purchasing transaction request for bid means a description of what the procuring agency requires and consequently, what a bidder must offer to be considered for an award. means State of Wisconsin

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March 22, 2012

1.1 Scope

University of Wisconsin-Eau Claire

Trademark Licensing and Royalties Services

Request for Bids

SPECIAL CONDITIONS OF BID

The University of Wisconsin Eau Claire Athletics is planning to enter into a contract for Trademark, Licensing and

Royalties Services for the campus. Contractor receiving an award from this request for bid process will provide full service from signing manufacturers to royalty management.

1.2 Bidder Qualifications

To be eligible for an award, a vendor must meet the following requirements

 Bidder must be in the business of providing trademark licensing and royalties service and must have done so for the past 10 years

 Bidder must complete the Vendor Reference page included with this bid request. References must include a minimum of three clients which similar products have been provided during the past 5 years. If contacted, information received from those clients will be used to determine whether the bidder meets the qualifications.

1.3 Assignment

No right or duty in whole or in part of the Contractor under a UW-Eau Claire Contract may be assigned or delegated without the prior written consent of the UW-Eau Claire Athletics Department.

1.4 Entire Agreement

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 UW-Eau Claire contracting authority.

1.5 Method of Bid

Vendors must submit an original, marked as such, and one copy of all materials required for acceptance of their bid by the deadline shown on the Request for Bid Form to:

University of Wisconsin-Eau Claire

Schofield Hall Room 103

105 Garfield Avenue

Eau Claire, WI 54701

Vendors will provide a royalty rate to be charged on the wholesale cost of products.

1.6 Method of Award

Award shall be made on the basis of the highest royalty rate that is judged to be in the best interest of the University of

Wisconsin System. The number of full service collegiate industry clients the bidder currently has may also be considered in making an award.

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1.7 Bid Format

Vendors responding to this RFB must comply with the following format requirements: a) Signed Request for Bid Sheet: Include here the signed Request for Bid sheet included with the bid and those certifications required for submittal of a bid. Bids submitted in response to this RFB must be signed by the person in the vendor's organization who is responsible for the decision as to the prices being offered in the bid or by a person who has been authorized in writing to act as agent for the person responsible for the decision on prices.

By submitting a signed bid, the vendor's signatories certify that in connection with this procurement: (a) the vendor's organization or an agent of the vendor's organization has arrived at the prices in its bid without consultation, communication or agreement with any other respondent or with any competitor for the purpose of restricting competition, (b) the prices quoted in the bid have not been knowingly disclosed by the vendor's organization or by any agent of the vendor's organization and will not be knowingly disclosed by same, directly or indirectly, to any other respondent or to any competitor, and (c) no attempt has been made or will be made by the vendor's organization or by any agent of the vendor's organization to induce any other person or firm to submit or not to submit a bid for the purpose of restricting competition.

(b) State of Wisconsin Terms and Conditions: These standard and supplemental terms and conditions shall govern this proposal and subsequent award. Vendors must accept these terms and conditions or submit point-by-point

exceptions along with proposed alternative or additional language for each point, including any vendor contracts.

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 proposal. 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.

(c) Additional Information: Include here the completed Vendor Reference Data Sheet and any other forms required in the bid. Include all additional information that will be essential to an understanding of the bid. This might include diagrams, excerpts from manuals, or other explanatory documentation that would clarify and/or substantiate the bid document.

(d) Cost Information: Provide cost information on the Request for Bid Form. All costs for furnishing the product(s) and/or service(s) included in the bid in accordance with the terms and conditions in this RFB must be included.

1.8 How to Fax Bids

All faxed bid responses will have a facsimile transmission cover letter. This letter will include: a. Date of fax transmittal b. University of Wisconsin-Eau Claire fax #715-836-2020 c. Agency name – University of Wisconsin-Eau Claire d. Agency contact person and telephone number – Steve Slind 715-836-4643 e. Bidder fax number (if available). f. Bidder name. g. Bidder contact person and telephone number. h. Number of pages (including cover) being transmitted.

Faxed bids will be rejected if they do not arrive on time.

If bidding by fax send only one copy, a hard copy of the bid response must be received in the Purchasing Office within

24 hours of the bid due date and time.

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1.9 Examination of Records: UW-Eau Claire shall, at any time upon notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, the Contractor’s premises, any directly pertinent records and computer data storage media of Contractor involving transactions relating to this Contract. If the material is on computer data storage media,

Contractor shall provide copies of the data storage media or such printout as may be requested by UW-Eau Claire.

Contractor, following final payment, shall retain such material for three (3) years. This provision shall also apply in the event of termination pursuant to Termination section of this contract. Any charges for copies provided by Contractor of books, documents, papers, records, computer data storage media or computer printouts shall not exceed the actual cost to

Contractor.

1.10 Minority Business

The State of Wisconsin is committed to the promotion of minority business in the state’s purchasing program and a goal of placing 5% of its total purchasing dollars with certified minority businesses. Authority for this program is found in ss.

15.107(2), 16.75(4), 16.75(5), and 560.036(2) Wisconsin Statutes. The contracting agency is committed to the promotion of minority business in the state’s purchasing program.

The State of Wisconsin policy provides that minority-owned business enterprises certified by the Wisconsin Department of Commerce, Bureau of Minority Business Development should have the maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly urged to use due diligence to further this policy by awarding subcontracts to minority-owned business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal of awarding at least 5% of the contract price to such enterprises.

The supplier/contractor shall furnish appropriate quarterly information about its effort to achieve this goal, including the identities of such enterprises certified by the Wisconsin Department of Commerce and their contract amount.

A listing of certified minority businesses, as well as the services and commodities they provide is available from the

Department of Administration, Office of the Minority Business Program, 608-261-7729. The listing is published on the

Internet at: http://www.doa.state.wi.us/dsas/mbe/index.asp

.

1.11 VendorNet Registration

Vendors registered with the State of Wisconsin’s VendorNet will receive future official notice for this service/commodity. The State of Wisconsin’s purchasing information and vendor notification service is available Free to all business and organizations that want to sell to the state. Anyone may access VendorNet on the Internet at http://vendornet.state.wi.us

to get 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 Web site address for inclusion on the bidders list for goods and services that the organization wants to sell to the state.

1.12 Nondiscrimination and Affirmative Action

The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex physical condition, development 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 employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities.

State contracts estimated to be over fifty thousand dollars ($50,000) 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

25 employees. Within fifteen (15) working days after a contract is awarded, the Contractor must submit the plan to the

Contraction State Agency (UW-System) for approval. Instruction on preparing the plan and technical assistance regarding this clause are available from UW-System. 4

1.13 Insurance Responsibility

See Standard Terms and Conditions section 23 for this requirement.

1.14 TERMINATION AND CANCELLATION

1.14.1 TERMINATION FOR CAUSE

The University of Wisconsin-Eau Claire may terminate the 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

The Contractor may terminate the Contract after providing UW-Eau Claire 120 calendar days’ notice of UW-Eau

Claire’s right to cure a failure of the University to perform under the terms of the Contract.

Upon the termination of the Contract for any reason, or upon Contract expiration, each party shall be released from all obligations to the other party arising after the date of termination or expiration, except for those that by their terms survive such termination or expiration.

1.14.2 TERMINATION FOR CONVENIENCE

Either party may terminate the Contract at any time, without cause, by providing a written notice; UW-Eau Claire by providing at least 30 calendar days’ notice to the Contractor, and the Contractor providing at least 120 calendar days’ notice to the State in advance of the intended date of termination.

In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. 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 the State, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of UW-Eau Claire, the Contractor may be compensated for the actual service hours provided. The University of Wisconsin-Eau Claire shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the

Contractor requesting the refund.

1.14.3 TERMINATION FOR CHANGE IN LAW

This Contract may be terminated either by mutual agreement or at the discretion of UW-Eau Claire following any amendment to, or judicial interpretation of, Federal or State law that:

 Renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary

 Renders accomplishment of the Contract’s objectives impossible, patently unreasonable, or unnecessary.

1.14.4 CONTRACT CANCELLATION

The State of Wisconsin reserves the right to cancel the Contract in whole or in part without penalty if the Contractor:

 Breaches or defaults an obligation under the Contract as follows:

 Fails to perform any material obligation required under the Contract;

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

 Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day notice;

 Makes an assignment for the benefit of creditors;

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

 Incurs a delinquent Wisconsin tax liability;

 Fails to submit a nondiscrimination or affirmative action plan as required herein;

 Fails to follow the nondiscrimination or affirmative action requirements of subch. II, Chapter 111 of the

Wisconsin Statutes (Wisconsin’s Fair Employment Law);

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 Becomes a federally debarred Contractor;

 Is excluded from federal procurement and non-procurement Contracts;

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

 Fails to maintain the confidentiality of UW-Eau Claire’s information that is considered to be Confidential

Information, proprietary, or containing Personally Identifiable Information, or

Contractor performance threatens the health or safety of a State or municipal employee.

1.15 Non-Appropriation of Funds

This contract shall be terminated without penalty upon failure of the Legislature to appropriate funds necessary to carry out its terms.

1.16 Financial Stability

The proposer must be financially stable as determined by UWEC. The information below comprising the financial capacity report will be used to determine the financial stability and capability of the prospective Contractor. UWEC reserves the right to request further information from proposers to make such determination.

 Sources of financing (shareholders, venture capital, etc.)

 Bank references and name of auditing firm

 Last two annual reports and all quarterly reports since the last annual report

 Identification of the Parent Corporation and any subsidiaries

1.17 Additional Information

Please contact Steve Slind, (715) 836-4643, if you have any questions regarding this bid.

1.18 Bid Response Requirements

Return two (2) copies of each of the following:

Request for Bid Form DOA-3070

Requirements and Specifications Answer Form

Vendor Information DOA-3477

List of at least three (3) references DOA-3478

Designation of Confidential and Proprietary Information DOA-3027

Wisconsin Cooperative Purchasing Service DOA-3333

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April 10, 2012

University of Wisconsin-Eau Claire

Trademark Licensing and Royalties Services

Request for Bids

SPECIFICATION and REQUIRMENTS ANSWER FORM

The following are minimum acceptable requirements and specification. Any negative response could result in bid rejection. Provide information that would justify equivalency to a listed requirement or specification.

Vendor Name: _________________________________________________

Instructions: Check each line with Yes or No (must be completed and returned)

1. Will provide full service license management for the University

Yes

___

No

___

2. Royalty collection and accounting services

3. Legal and trademark search and registration assistance

4. Complete nationwide trademark enforcement and anti-counterfeiting services

5. On-line application process for manufactures

6. On-line listing of licensed manufacturers, products and contact information

___

___

___

___

___

___

___

___

___

___

7. Contractor must be implementing new concepts that have been proven to be successful in the licensing industry

8. Must have been in the licensing business for a minimum of 10 previous years

9. Extensive experience with clients in the collegiate industry

9.a. List the number of collegiate clients: __________________________

9.b. Number of Collegiate Division III clients: ______________________________

10. Minimally the contractor requires each licensee to adhere to the code set forth by the Fair Labor Association

11. Shall allow clients if they choose, to adopt their own code of conduct for licensee

12 Through the licensing process the contractor shall protect the client’s name, reputation and image by allowing only appropriate use and that quality products are associated with the university

13. The university shall have the right to exempt purchases for internal consumption

14. Contractor shall keep records of all licensee transactions to verify on a monthly basis the royalty revenues owed

___

___

___

___

___

___

___

___

___

___

___

___

___

___

___

___

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STATE OF WISCONSIN

DOA-3027 N(R01/98)

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Bid/Proposal # SS-1223 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 accessible formats to qualified individuals with disabilities

STATE OF WISCONSIN

DEPARTMENT OF ADMINISTRATION

Bid # SS-1223

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DIVISION OF ENTERPRISE OPERATIONS

BUREAU OF PROCUREMENT

S. 16.765, WIS. STATS.

DOA-3477 (R01/08)

Commodity / Service

VENDOR INFORMATION

1. BIDDING / PROPOSING COMPANY NAME

Phone ( )

FAX ( )

Toll Free Phone

E-Mail Address

( )

Address

City State Zip + 4

2. Name the person to contact for questions concerning this bid / proposal.

Name Title

Phone ( )

FAX ( )

Toll Free Phone ( )

E-Mail Address

Address

City State Zip + 4

Any vendor awarded over $25,000 on this contract must submit affirmative action information to the

3. department. Please name the Personnel / Human Resource and Development or other person responsible for affirmative action in the company to contact about this plan.

Name

Phone ( )

Title

Toll Free Phone

( )

FAX ( ) E-Mail Address

Address

City

4.

State Zip + 4

Mailing address to which state purchase orders are mailed and person the department may contact concerning orders and billings.

Name Title

Phone ( )

FAX ( )

Toll Free Phone ( )

E-Mail Address

Address

City

5. CEO / President Name

State Zip + 4

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

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STATE OF WISCONSIN

DOA-3478 (R12/96)

Bid / Proposal #

SS-1223

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 three (3) 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

Product(s) and/or Service(s) Used

Phone No.

Company Name

Address (include Zip + 4)

Contact Person

Product(s) and/or Service(s) Used

Phone No.

Company Name

Address (include Zip + 4)

Contact Person

Product(s) and/or Service(s) Used

Company Name

Address (include Zip + 4)

Contact Person

Product(s) and/or Service(s) Used

Phone No

Phone No.

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

10

State of Wisconsin

Department of Administration

DOA-3333 (R03/2004)

Division of State Agency Services

State Bureau of Procurement

Vendor Agreement

Wisconsin’s Cooperative Purchasing Service

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts.

Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

 will contact the contractor directly to place orders referencing the state agency contract number; and

 are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

The State of Wisconsin will determine the contractor’s participation by checking a box below.

MANDATORY:

Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities. Vendors should note any special conditions below.

OPTIONAL:

Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to

Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on awarding this contract.

A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal delivery areas, or other minimal changes for municipalities.

Vendor: please check one of the following boxes in response.

I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special conditions noted below.

I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.

Special Conditions (if applicable):

Signature

Name (Type or Print)

Company

Address (Street)

Date (mm/dd/ccyy)

Title

Telephone

( )

State ZIP + 4 City

Commodity/Service Request for Bid/Proposal Number

This form can be made available in accessible formats upon request to qualified individuals with disabilities

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Wisconsin Department of Administration

DOA-3054 (R10/2005)

Ch. 16, 19, 51, Wis. Stats.

Standard Terms And Conditions

(Request For Bids / Proposals)

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.

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).

7.0

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 othe r 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.

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 c osts shall include the administrative costs.

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14.0

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.

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 this contract if the contractor f ails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also 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.

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 adver tising; 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 des cribed 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 and all applicable OSHA Standards.

22.0

WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warrant ed 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 dama ge including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned 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 non-appropriation 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.

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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 applicable 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.

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 be 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.

28.0

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 sub-units, or any state official or employee for commercial promotion is prohibited. News releases 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 pr operty 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 posses s 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 appl y 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) 267-7577.

34.0

WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the

University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the

State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provid ed by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

35.0

FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement 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.

14

State of Wisconsin

Department of Administration

DOA-3681 (01/2001) ss. 16, 19 and 51, Wis. Stats.

Division of Agency Services

Bureau of Procurement

Supplemental Standard Terms and Conditions for Procurements for Services

1.0

ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful contractor will become contractual obligations if procurement action ensues.

2.0

CERTIFICATION OF INDEPENDENT PRICE DETERMINATION: By signing this bid/proposal, the bidder/proposer certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organization, that in connection with this procurement:

2.1 The prices in this bid/proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder/proposer or with any competitor;

2.2 Unless otherwise required by law, the prices which have been quoted in this bid/proposal have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised proc urement or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the bidder/proposer to induce any other person or firm to submit or not to submi t a bid/proposal for the purpose of restricting competition.

2.4 Each person signing this bid/proposal certifies that: He/she is the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not partic ipate, in any action contrary to 2.1 through 2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above.

3.0 DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

3.1 Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor and another person or organization that constitutes a conflict of interest with respect to a state contract. The

Department of Administration may waive this provision, in writing, if those activities of the potential contractor will not be adverse to the interests of the state.

3.2 Contractors shall agree as part of the contract for services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

4.0

DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

5.0

EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the em ploying agency of such person or persons and of the contracting agency.

6.0

CONFLICT OF INTEREST: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

7.0

RECORDKEEPING AND RECORD RETENTION: The contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent records or document s relating to any contract resulting from this bid/proposal held by the contractor. The contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made.

8.0

INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agen t of the state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the state.

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