VENDOR NET TRANSMISSION COVER LETTER DATE: June 9, 2011 When using Vendor Net, you may submit your bid through one of the following options: U.S. mail, handdelivery or e-mail. Refer to “SUBMITTAL INSTRUCTIONS”. Regardless of the option used, your bid must be received and time stamped in by Purchasing Services, 21 N Park St, Suite 6101, Madison, WI 53715-1218, prior to 2:00 PM on the bid due date to be considered on time. Bids not so stamped shall be considered late. Late bids shall be rejected. If you have any questions concerning these instructions, please contact the University of WisconsinMadison Purchasing Services (Bid Processing) at (608) 262-6121. PURCHASING SERVICES University of Wisconsin-Madison 21 N Park St, Suite 6101 Madison, WI 53715-1218 608/262-6121 (Fax) 608/262-4467 www.bussvc.wisc.edu [email protected] University of Wisconsin - Madison REQUEST FOR BID THIS IS NOT AN ORDER AGENT: Susanne Matschull Questions regarding this bid – see Section 3.1 For Submittal of Bid Instructions – see Section #1. OFFICIAL SEALED CONTRACT NUMBER: ISSUE DATE: DUE DATE: 12-5363 Bid prices and terms shall be firm for sixty (60) days from the date of bid opening, unless otherwise specified in this Request for Bid by the UW-Madison Purchasing Services. 06/09/11 06/23/11 If NO BID (check here) 2:00 PM CDT and return. Unless otherwise noted, public openings will be on the date and time specified. Award(s), if any, will be made as soon thereafter as possible. The bid abstract will be on file and is open to public inspection only after award determination has been made. DESCRIPTION BREAKING POINT SECURITY TESTING HARDWARE AND SOFTWARE for the period July 1, 2011 through June 30, 2012, or one year after date of award, and will be automatically renewed for two (2) additional one-year terms. In signing this bid, we have read and fully understand and agree to all terms, conditions and specifications and acknowledge that the UW-Madison Purchasing Services bid document on file shall be controlling. We certify that we have not, either directly or indirectly, entered into any contract 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 stated statement is accurate under penalty of perjury. I certify that the information I have provided in this bid is true and I understand that any false, misleading or missing information may disqualify the bid. COMPANY NAME: COMPANY STREET ADDRESS: COMPANY CITY, STATE & ZIP: SIGNATURE: DATE : TYPE OR PRINT NAME: TITLE: TELEPHONE NUMBER: ( ) FAX NUMBER: EMAIL ADDRESS: FEIN NUMBER: DUNS #: ( ) UNIVERSITY OF WISCONSIN CONTRACT NO.: 12-5363 TABLE OF CONTENTS SECTION #1: SUBMITTAL INSTRUCTIONS PAGE 1-2 SECTION #2: GENERAL INFORMATION 2.1 Purpose 2.2 Definitions 2.3 Eligible Purchasers 2.4 Affirmative Action 2.5 Wisconsin Sales and Use Tax Registration 2.6 VendorNet 2.7 Orders 2.8 Electronic Commerce/Online Ordering 2.9 Campus Delivery Requirements 2.10 Parking 2.11 Smoke-Free Environment 2.12 Promotional Materials 2.13 Energy Star 2.14 Supplier Diversity 3-6 SECTION #3: RFB PROCESS INSTRUCTIONS 3.1 Clarifications and/or Revisions through Designated Contact 3.2 Applicable Dates 3.3 Contract Term 3.4 Conflict of Interest 3.5 Oral Presentations, Product Demonstrations and Site Visits (Pre Award) 3.6 Proprietary Information 3.7 Reasonable Accommodations 3.8 Method of Bid 3.9 Method of Award 7-8 SECTION #4: BIDDER QUALIFICATIONS 4.1 Bidder Contact Information 4.2 Authorization 4.3 Client List/References 4.4 Fair Price Analysis 4.5 Minimum Order 4.6 Debarment 9 SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS 5.1 Firm Prices and Discounts 5.2 F.O.B. Destination, Freight Prepaid and Allowed –AND/OR5.2 On Site Service 5.3 Timeliness of Delivery 5.4 Item Return Policy 5.5 Additional Items/Services 5.6 Invoicing Requirements 5.7 Invoice Payment 5.8 Shipments, Duplicates and Overshipments 5.9 Training 5.10 Insurance 5.11 Subcontracting 5.12 Activity Reports 5.13 Contract Termination 5.14 Executed Contract to Constitute Entire Contract 10-14 UNIVERSITY OF WISCONSIN CONTRACT NO.: 12-5363 TABLE OF CONTENTS (cont.) SECTION #6: SPECIFICATIONS 6.2 Warranty 6.3 Maintenance and Repair 6.6 Reconditioned, Refurbished or Remanufactured Items 6.7 Demonstration Equipment 6.8 Employee Identification 6.9 Environmentally Friendly (“Green”) Product ATTACHMENT A ATTACHMENT B ATTACHMENT C ATTACHMENT D ATTACHMENT E ATTACHMENT F BIDDER RESPONSE SHEET ITEMIZED BID LIST HARDWARE RIDER CLIENT REFERENCE LIST BIDDER INFORMATION SHEET STANDARD TERMS AND CONDITIONS PAGE 15-16 17-20 21 22-27 28 29 30-34 UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 1 OF 34 INTRODUCTION SECTION #1: SUBMITTAL INSTRUCTIONS A completed and signed bid response must be received and date/time stamped in by UW-Madison Purchasing Services prior to 2:00 p.m. CDT on the stated bid due date to be considered. Bids not so date/time stamped shall be considered late. Late bids shall be rejected. We have supplied you with a pre-addressed return label. Please fill in your vendor name and address on the return label to help us identify this bid response. Please use one of the options below for return of your bid. MAIL TO: [Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI 53715-1218] Original and one (1) copy of mailed bids must be received and date/time stamped prior to 2:00 p.m. CDT on the stated bid due date. HAND DELIVER TO: [Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI 53715-1218] Original and one (1) copy of hand-delivered bids may be delivered by vendor or third-party/courier service in a sealed envelope or package. Call 608-262-1526 for assistance upon arrival. Bids must be received and date/time stamped prior to 2:00 p.m. CDT on the stated bid due date. E-MAIL TO: [[email protected]] For your e-mailed bid to be considered valid by UW-Madison Purchasing Services: 1. A completed copy of the entire response must be received and be available for printing or processing prior to 2:00 p.m. CDT on the stated bid due date via e-mail. Submitting a bid to any other e-mail address than [email protected] does not constitute receipt of a valid bid by Purchasing Services. Prior to the bid deadline, bidder is responsible for confirming that their e-mailed bid response has been successfully received. Proof of transmission doesn't constitute proof of receipt. If the e-mail submission does not contain ACTUAL signatures and initials (not computer generated), then those pages that require signatures and/or initials should be signed and returned via fax (608-262-4467) and should be received prior to 2:00 p.m. CDT on the stated due date. VENDOR NOTE: FOR THE PURPOSES OF THE RETURN ADDRESS LABEL, IF THE ADDRESS IS THE SAME AS YOU LISTED ON THE REQUEST FOR BID FORM – YOU DO NOT NEED TO FILL OUT THE RETURN ADDRESS LABEL. RETURN ADDRESS LABEL: OFFICIAL SEALED NUMBER: 12-5363 DUE DATE: 06/23/11 TIME: 2:00 PM CDT INSERT VENDOR NAME HERE: ______________________________________ ADDRESS: ________________________________________________ ________________________________________________ ________________________________________________ UNIVERSITY OF WISCONSIN-MADISON PURCHASING SERVICES 21 N PARK ST, SUITE 6101 MADISON, WI 53715-1218 UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 1.1 BID RESPONSE REQUIREMENTS: In order for your bid to be considered, the following forms/information must be completed and submitted as part of your bid response. Failure to provide these forms/information with your bid submittal may disqualify your bid. 1. 2. 3. 4. 5. 6. 1.2 CONTRACT NO.: 12-5363 PAGE 2 OF 34 Request for Bid Form (signed) Bidder Response Sheet (including attachments as requested on Bidder Response Sheet) (Attachment A) Specifications, descriptive brochure and detail (and samples if required) for the item(s) bid (Section 6) Itemized Bid List (Attachment B) Client Reference List (Attachment D) Bidder Information Sheet (Attachment E) PLEASE SEND TWO (2) COMPLETE SETS OF YOUR BID (If e-mailing your bid, one copy is sufficient – do not submit twice). RETAIN A COPY OF YOUR BID RESPONSE FOR YOUR FILES. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 3 OF 34 SECTION #2: GENERAL INFORMATION Conditions of bid which include the word “must” or “shall” describe a mandatory requirement. All specifications are defined as mandatory minimum requirements unless otherwise stated. If no bidder is able to comply with a given specification, condition of bid or provide a specific item/service on the Itemized Bid List, Purchasing reserves the right to delete that specification, condition of bid or item without having to complete the bid process again. FAILURE TO MEET A MANDATORY REQUIREMENT SHALL DISQUALIFY YOUR BID. This contract bid document and the awarded bidder’s (Contractor’s) response information shall become the Contract. 2.1 Purpose: The University of Wisconsin-Madison, hereinafter referred to as the "University", through its Purchasing Services Department, hereinafter referred to as "Purchasing," on behalf of Division of Information Technology, hereinafter referred to as “DoIT,” is seeking bids from qualified providers the purchase of BreakingPoint Security Testing Hardware and Support. Currently the University is interested in purchasing a Storm CTM Chassis with one 10 gig 4-port blade and 3 years of the Application and Threat Intelligence Program. Other Breaking Point equipment may be needed during the course of the resulting contract. Scope: The scope of this bid is to create a vehicle for the purchase of the above said hardware and support. The University does not guarantee to purchase any specific quantity or dollar amount. See Specifications (Section 6) and/or Itemized Bid List (Attachment C) for the minimum acceptable specifications for items/services desired. The estimated item quantities identified on the Itemized Bid List are for bid purposes only. The University does not guarantee to purchase any specific quantity or dollar amount. 2.2 Definitions: The following definitions are used throughout the Special Conditions of Bid: Agent means UW Madison Purchasing Agent responsible for this Request for Bid. Full contact information can be found in Section 3.1. Bidder means a firm submitting a bid in response to this Request for Bid. CIC means Committee on Institutional Cooperation, a consortium of the Big Ten universities plus the University of Chicago. Contractor means successful Bidder awarded the bid. Department means UW-Madison Department of Information Technology. DVB means Disabled Veteran-Owned Business. MBE means Minority Business Enterprise. Purchasing card means State credit card. RFB means Request for Bid. State means State of Wisconsin. University and UW both mean University of Wisconsin-Madison. WBE means Woman-Owned Business Enterprise. 2.3 Eligible Purchasers: All University of Wisconsin-Madison campus locations must be eligible to purchase from this contract. In addition, other U.W. System campuses, State of Wisconsin agencies, Wisconsin municipalities, other CIC member institutions and Non-Profit Organizations specifically linked by their mission to the University of Wisconsin Madison, may desire to purchase from this contract. Bidders should state on the Bidder Response Sheet whether they agree to provide contract items/services to these other locations. A Wisconsin municipality is defined by Wisconsin Statute 16.70(8) to include counties, cities, villages, towns, school boards, sewage, drainage, vocational, technical and adult education districts, and other bodies with the power to award public contracts. This contract must not be construed as mandatory upon any University campus, State agency or municipality. The University reserves the right to issue separate bids when deemed in the best interest of the University. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 2.4 CONTRACT NO.: 12-5363 PAGE 4 OF 34 Affirmative Action: As a State agency, the University requires contractors issued any purchase order exceeding $25,000.00 to provide an Affirmative Action Plan. Failure to comply appropriately with these requirements may lead to your company being banned from doing business with any agency of the State of Wisconsin. Additionally, failure to comply with this requirement may result in termination of this contract and withholding of payment. On the Bidder Response Sheet please provide the requested information. For additional information see Section 17.0 of the Standard Terms and Conditions (http://www.bussvc.wisc.edu/purch/stdterms1.html). Some exceptions may apply. FAQ info is available at: http://www.bussvc.wisc.edu/purch/VendorInfo/AffAction/AffirActionInfo.html. Instructions for completing a plan are available upon request. 2.5 Wisconsin Sales and Use Tax Registration: No award can be made to a vendor who is not in compliance with Sec. 77.66 of the Wisconsin State Statutes (vendornet.state.wi.us/vendornet/wocc/certtax.asp) relating to sales and use tax certification. If you have not established a certification for Collection of Sale and Use Tax status with the Wisconsin Department of Revenue, the University and any other state agency can not issue any purchase orders to your firm. For additional information see http://www.dor.state.wi.us/html/vendlaw.html 2.6 VendorNet: The State of Wisconsin has implemented a web-based registration system called “VendorNet” to enable registered vendors to receive notice of all Official Sealed Bids/Request for Proposals (over $25,000.00) as solicited by all state agencies. To obtain information on the state’s bidder registration, please visit the VendorNet Web site at http://vendornet.state.wi.us or call the VendorNet Information Center (1-800-482-7813). In the Madison area, please call 264-7898. 2.7 Orders: Under this contract, Specific order(s), Contract blanket order(s), or Purchasing Card orders (defined below) may be issued to the Contractor(s). Bidder should identify method by which you will accept orders against this contract (e.g. e-mail, fax, internet, mail, phone, etc.). 2.7.1 Specific order(s): issued as one-time orders. 2.7.2 Contract blanket order(s): issued for a specified period of time, to allow departmental personnel to issue releases against the Contract blanket order(s) as needed. 2.7.3 Purchasing Card order(s): issued as one-time order(s). 2.8 Electronic Commerce/Online Ordering: Customers of this contract may want to take advantage of electronic ordering and “E-Commerce opportunities that may be offered by the Contractor. If electronic ordering methods are used, the following conditions will apply: The terms of this RFB will take precedence over any auxiliary or ancillary contract that may be accepted by any employee of the University or State. Any terms, conditions, clauses or specifications that are not consistent with the terms, conditions, or specifications of the RFB will be considered null and void and will not be enforceable by the Contractor unless agreed to in a written amendment format signed by the Contract Administrator. These contracts include, at a minimum, “Wrap Around”, “Click and Wrap”, Electronic Commerce contracts, auxiliary or ancillary service contracts, or any other additional contracts that further define or add additional service elements to the master contract. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 2.9 CONTRACT NO.: 12-5363 PAGE 5 OF 34 Campus Delivery Requirements: 2.9.1 Delivery of orders shall be made to University departments five days per week, Monday through Friday, during normal University business hours. 2.9.2 The University of Wisconsin-Madison no longer permits access to trucks over 30 ft. in length on several designated streets on this campus. The exceptions are trucks necessary for the delivery or pick up of perishable commodities, private construction vehicles, vehicles carrying radioactive materials, and campus service vehicles. For specific policy language, a campus map and restrictions, see the University Transportation Services website at http://transportation.wisc.edu/resources/large_truck.aspx. 2.9.3 This contract requires that Contractor deliver goods to the stated delivery address in accordance with the 30’ truck policy referenced in Section 2.9.2 above. Any unique delivery arrangements must be pre-approved by contacting the ordering department or Material Distribution Services (MDS) at (608) 497-4400. MDS reserves the right to charge Contractor reasonable material handling fees for any deliveries they make for the Contractor. 2.10 Parking: University parking is very limited. Each Contractor and/or Contractor employee(s) shall make their own arrangements for parking through UW Transportation Services at 610 N. Walnut Street, WARF Building Room #120, Madison, WI 53726 (608) 263-6667. No additional Contractor costs will be allowed for parking fees or violations. Unauthorized vehicles parking in University lots or loading docks without permits will be ticketed and/or towed. 2.11 Smoke-Free Environment: All University buildings are smoke-free buildings. 2.12 Promotional Materials/Endorsements: Contractor agrees that they will not use any promotional or marketing material which states expressly or implies that the University endorses either the Contractor or any party related to the Contractor or this Contract. 2.13 Energy Star: The State encourages the use of equipment which meets the Environmental Protection Agency (EPA) Energy Star™ requirements. The Energy Star Program is a voluntary contract between an Original Equipment Manufacturer (OEM) and the EPA. It is not mandatory that every device offered under this bid meet Energy Star requirements but the bulk of the product line should be energy efficient. Bidder should identify those items which meet the Energy Star requirements on the Bidder Response Sheet. 2.14 Supplier Diversity 2.14.1 Minority Business Enterprise Program (MBE) 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 University of Wisconsin-Madison 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 6 OF 34 The supplier/contractor shall furnish appropriate 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, 608/267-7806. The listing is published on the Internet at: http://doa.wi.gov/mbe/minority_search.asp?locid=0 2.14.2 Woman Owned Business (WBE) The State of Wisconsin is committed to the promotion of Woman-Owned Businesses as outlined in 560.035, Wisconsin Statutes. The State of Wisconsin policy provides that Woman-Owned Businesses certified by the Wisconsin Department of Commerce 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 Woman-Owned Businesses or by using such businesses to provide goods and services incidental to this agreement. 2.14.3 Disabled Veteran Owned Business (DVB) The State of Wisconsin policy provides that Disabled Veteran-Owned businesses certified by the Wisconsin Department of Commerce 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 Disabled Veteran-Owned businesses or by using such enterprises to provide goods and services incidental to this agreement. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 7 OF 34 SECTION #3: RFB PROCESS INSTRUCTIONS 3.1 Clarifications and/or Revisions through Designated Contact: All communications and/or questions in regard to this request must be in writing and must reference the bid number. Bidders are encouraged to FAX or e-mail written questions to the Agent. Verbal questions, when permitted, must be directed to the Agent. If a Bidder discovers any significant ambiguity, error, conflict, discrepancy, omission or other deficiency in this RFB, they have five (5) business days after the bid issue date and time to notify, in writing, the Agent at the address shown below of such error and request modification or clarification of the RFB document. All written questions will be responded to in writing and provided to all bidders. Susanne Matschull UW Purchasing 21 N Park St, Suite 6101 Madison, WI 53715-1218 E-mail: [email protected] PHONE 608/262-31988 -- FAX 608/262-4467 If a Bidder fails to notify the Purchasing Office of an error in the RFB document which is known to the Bidder, or which should have reasonably been known to the Bidder, then the Bidder shall submit a bid response at the Bidder’s risk and if awarded a contract, shall not be entitled to additional compensation or delivery or installation time by reason of the error or its later correction. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFB, amendments and revisions will be provided to all recipients of this initial RFB. 3.2 Applicable Dates: Date Event June 9, 2011 Date of Issue of the RFB June 16, 2011 Written questions due June 23, 2011 -- 2:00 PM CDT RFB Due Date (Local Madison Time) 3.3 Contract Term: The initial term of this contract shall be July 1, 2011, (CONTRACT START DATE) or date of award, through June 30, 2012, (CONTRACT END DATE) or one year after date of award. This contract will be automatically renewed for two (2) additional one-year terms, unless Purchasing is notified, in writing, by the Contractor; or notifies the Contractor, in writing, 90 calendar days prior to expiration of the initial and/or succeeding Contract term(s). 3.4 Conflict of Interest: By submitting a bid, the bidder certifies that no relationship exists between the bidder and the University that interferes with fair competition or is a conflict of interest, and no relationship exists between such bidder and another person or firm that constitutes a conflict of interest. 3.5 Oral Presentations, Product Demonstrations and Site Visits (Pre Award) The University, at its sole discretion, may require oral presentations, product demonstrations and/or vendor location site visits to supplement the bids. Failure of a bidder to conduct a presentation on the date scheduled or allow an on-site/vendor site visit may result in rejection of the bid. Oral presentations cannot be used as an opportunity to alter bids submitted. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 8 OF 34 3.6 Proprietary Information: Any information contained in the Bidder’s response that is proprietary must be detailed separately on form DOA3027. Marking of the entire response as proprietary will neither be accepted nor honored. The University cannot guarantee that all such material noted remains confidential, particularly if it becomes a significant consideration in contract award. Information will only be kept confidential to the extent allowed by State of Wisconsin Public Disclosure Law (refer to Standard Terms and Conditions, Section 27.0). A copy of the form needed to designate portions of your submission as proprietary can be found at: http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc 3.7 Reasonable Accommodations: The University will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you think you need accommodations for your site visit, contact Agent. 3.8 Method of Bid: Bidder must submit a net unit price and an extended net total for each item specified. Prices listed should be in US dollars unless otherwise indicated. Bids for item numbers which could include multiple specific catalog numbers (a series) should be indicated on the Itemized Bid List as a "Series". -ANDCustom charges/fees should not be included in the bid price. The University will be responsible for obtaining custom charges/fees and will determine the customs broker to be used for entry into the United States. Failure to eliminate these costs from your bid may result in disqualification of your bid. If these charges are identified in your bid, they will be deducted from your total bid price for award consideration. Custom charges will not be paid under any circumstances. 3.9 Method of Award: Award(s) shall be made on the basis of the lowest net unit price(s) for the line items which is judged to be in the best interest of the University. Bids that state the University shall guarantee orders of a specific quantity or dollar amount will be disqualified. Supplier Diversity Preferences State of Wisconsin agencies may make awards to certified Minority Business Enterprise (MBE), or Disabled Veteran-Owned Business (DVB) firms submitting the lowest qualified bid when that qualified bid is not more than 5% higher than the apparent low bid or the proposal is no more than 5% lower than the apparent high point score. Authority for this program is found in ss. 16.75(3m)(b)2,3, 16.75(3m)(c)(4) and 560.0335(1)(b)(3), 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 9 OF 34 SECTION #4: BIDDER QUALIFICATIONS To be eligible for a Contract award, you must be qualified and able to provide the following as required or your bid will be disqualified (respond on "Bidder Response Sheet".) 4.1 Bidder Contact Information: Bidder must designate a person(s) to provide information on: Contract Problems, Contract Renewal/ Cancellation, Invoice Information, Ordering/Expediting, Returns, Supplier Diversity, Affirmative Action and Sales Representative. (See Attachment A – Bidder Response Sheet) 4.2 Authorization: Bidder must be the original manufacturer, authorized distributor, or dealer authorized by the manufacturer to sell Breaking Point Equipment, Services and software in Wisconsin. (On Bidder Response Sheet identify account number with manufacturer, as applicable.) 4.3 Client List/References: Bidder must supply with their bid a client list of three (3) firms to which similar items/services have been provided during the past three (3) years to a comparable sized institution or company (see Attachment D). If contacted, information received from those clients will be used to determine whether bidder can reasonably meet contract requirements and specifications. Client references may be used in the award consideration. 4.4 Fair Price Analysis: Purchases made under this contract may require further fair price analysis if only one bidder responds. Bidders must identify on the Bidder Response Sheet the type of documentation they will provide (i.e. published price list, copies of previous invoices, etc.) to allow the University to complete this analysis. If necessary for the award of the Contract, the awarded Contractor will be required to provide this documentation prior to the order being issued. 4.5 Minimum Order: Bids that require any minimum order quantity or dollar amount may be disqualified. 4.6 Debarment: Federal Executive Order (E.O.) 12549 “Debarment“ requires that all contractors receiving individual awards, using federal funds, and all subrecipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government. By signing this document you certify that your organization and its principals are not debarred. Failure to comply or attempts to edit this language may disqualify your bid. Information on debarment is available at the following websites: www.epls.gov and https://www.acquisition.gov/far/. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 10 OF 34 SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS 5.1 Firm Prices and Discounts: Pricing for this bid is in two categories. The first category is for specific items listed on Itemized Bid List. The second category is for non-listed, related items from manufacturer's catalog or item list. 5.1.1 5.1.2 Specific Items Listed on Itemized Bid List: 126.96.36.199 For specific items listed on the Itemized Bid List, prices must remain firm for 120 calendar days after bid opening. Prices established may be lowered due to general market conditions. 188.8.131.52 Price increase requests proposed after the initial Contract term must be received by Purchasing in writing 30 calendar days prior to the effective date of proposed increase for acceptance or rejection. Proposed price increases are limited to fully documented cost increases submitted with the request. If Purchasing deems cost increases are not acceptable, it reserves the right to rebid the contract in whole or part or to negotiate price increase requests with the Contractor. Acceptance of the price increases shall be in the form of an amendment to the contract publication. 184.108.40.206 Price increases must be labeled with the contract number and be submitted in the same format as the original Itemized Bid List. Any price increase requested that is not submitted in the proper format may be rejected. Non-Listed, Related Items: 220.127.116.11 The University requests that all non-listed, related items available from the manufacturer be made available at a single percentage discount from the manufacturer's catalog or price list identified by the bidder on the Itemized Bid List. 18.104.22.168 Percentage discount(s) for non-listed, related items must remain firm during the initial and each succeeding Contract term; or may be renegotiated by the University and the Contractor. 22.214.171.124 One (1) paper copy and two (2) 2 CD Rom copies of the price list in Excel, Word or PDF format of the manufacturer catalog or price list for the non-listed, related items should accompany your bid response. After award, Contractor must also provide copies to Purchasing and University departments upon request. 126.96.36.199 Should price lists change for non-listed, related items during the Contract term, it is the responsibility of the Contractor to submit a letter, referencing the Contract number, and send (1) paper copy and two (2) 2 CD Rom copies of the price list in Excel, Word or PDF format of the new price list or revised portions, to Purchasing, 30 days prior to any price increase becoming effective. Invoices shall be audited using the most current price list on file in Purchasing on the date order was placed. An acceptance of the price list change will be in the form of an amendment to the Contract publication. 188.8.131.52 Price lists should be labeled with the contract number, and item(s) if applicable, to which they apply. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.2 CONTRACT NO.: 12-5363 PAGE 11 OF 34 F.O.B. Destination, Freight Prepaid and Allowed: (vendor responsible for freight costs with ownership changing at UW delivery location). Delivery will be made by common carrier or Contractor’s truck, with unloading to be performed by the carrier/contractor and carton(s) transported to the interior/ground floor or inside dock at various locations. Bid prices must include all packing, freight, insurance charges and installation/operation manuals. If bidding other than F.O.B. Destination, as stated, F.O.B. point and shipping charges must be identified on the Itemized Bid List. This cost will be added to the bid total for determining the award. Delivered Duty Unpaid (DDU). Bidders must include costs from bidders door to port of destination and local delivery charges. The University will be responsible for all United States duty fees, port of entry documentation fees, custom clearance, tax, etc., if applicable. Please indicate on the Bidder Response Sheet the Country of Origin and Shipping Point. NOTE: As necessary, awarded Contractor must use the University's contracted customs broker, to be identified on the purchase order. Custom duty costs and forms (if applicable) will be handled by the University through the University’s contracted customs broker. (See Method of Award, Custom Duty Costs.) Failure to bid FOB DESTINATION, FREIGHT PREPAID AND ALLOWED in bid price or discount may disqualify your bid. -AND5.2 On Site Service: In carrying out the scope of this Contract, the Contractor shall be required to perform services on University property. Bidders cost must include all transportation and insurance charges. The Contractor is required to maintain insurance in compliance with "Standard Terms and Conditions 22.0 Insurance" and Section 5.10 below. 5.3 Timeliness of Delivery: Delivery is desired as soon as possible after receipt of an order. Please state on the Bidder Response Sheet when delivery can be made. Timeliness of delivery may be used in evaluation for bid award. The Contractor is required to notify the ordering department of any back order, discontinuation of item(s) or other delays in shipping within 48 hours of receipt of order or release against existing order(s). 5.4 Item Return Policy: Contractor should provide for return of items ordered in error for up to 30 calendar days from receipt with the University paying only the return shipping costs. Bidder should indicate in detail on the Bidder Response Sheet their company’s return policy. 5.5 Additional Items/Services: Similar items/services may be added to this Contract provided it was mutually agreeable to both Purchasing Services and the Contractor. Scope of work and pricing (including discounts) must be consistent with the current contract items/services. Contractor should promptly notify Purchasing of new or discontinued items. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.6 CONTRACT NO.: 12-5363 PAGE 12 OF 34 Invoicing Requirements: Invoices for Purchase Orders: 5.6.1 Contractor must agree that all invoices and purchasing card charges shall reflect the discounts and net prices established for the items/services on this contract for all orders placed even though the contract number and/or correct prices may not be referenced on each order or at time of purchasing card order. The University must meet a statutory mandate to pay or reject invoices within 30 days of receipt of properly submitted invoices by University Accounts Payable. Before payment is made, Accounts Payable must verify that all invoiced charges are correct per this Contract. Only properly submitted invoices will be officially processed for payment. The Prompt Payment Policy requires that your invoices be clear and complete and in conformity with the list below and must be itemized showing: Contractor name remit to address purchase order number release number if given date of order/release item manufacturer’s name or abbreviation (if applicable) complete item description including catalog, model and/or stock number(s) identical to those stated in bid prices per the Contract The original invoice must be sent to University Accounts Payable, 21 N Park St, Suite 5301, Madison, WI 53715-1218 unless the customer identifies and establishes a different bill-to location. Purchasing Card: Order confirmation shall contain the same detail as listed in Section 5.6.1 and should be sent to the address given at the time of the order is placed. 5.6.2 In some cases and at the discretion of the University department customers, final payment may not be made until the item/service meets specifications and has been accepted by the University. 5.7 Invoice Payment: Payment will not be made until the item/service is determined to meet all specifications and has been accepted by the University of Wisconsin-Madison. 5.8 Shipments, Duplicates and Overshipments: Upon notification by the University of a duplicated order or overshipment, the items identified must be removed at the Contractor's expense. If the duplicated or overshipment items are not removed within 30 days of written notification, the University reserves the right to dispose of them as its own property and shall not be held liable for any cost for the items. 5.9 Training: If requested, Contractor must provide personnel with instructions on set-up and operation of the items at no charge to the customer. Training requirements will be negotiated with the Contractor if not specified in the bid specifications. 5.10 Insurance: The Contractor shall maintain insurance levels as required in Standard Terms and Conditions, Section 22.0. A certificate of insurance must be provided upon contract award and provided on an annual basis throughout the term of the Contract. The Contractor shall add: “The Board of Regents of the University of Wisconsin System, its officers, employees and agents as an ‘additional insured’ under the commercial general, automobile liability policies.” UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.11 CONTRACT NO.: 12-5363 PAGE 13 OF 34 Subcontracting: 5.11.1 Any Contract resulting from this bid shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any Subcontractor without prior written approval by Purchasing. Upon request Contractor must provide Subcontractor’s complete contact information including EIN# (TIN#, SS#) and signed W-9 form. 5.11.2 The Contractor shall be directly responsible for any subcontractor's performance and work quality when used by the Contractor to carry out the scope of the job. University reserves the right to assess Contractor Liquidated Damages in excess of the contract amount for Subcontractor’s failure to perform or inability to complete required project milestones. 5.11.3 Subcontractors must abide by all terms and conditions under this Contract. 5.11.4 If Subcontractors are to be used, the Contractor must clearly explain their participation, deliverables, and project milestones prior to commencing work. 5.12 Activity Reports: Contractor should be able to report on an annual basis all items/services purchased against this Contract. 5.13 Contract Termination This Contract may be terminated by either party for the following conditions: 5.13.1 After the initial term of the Contract, the University may terminate the Contract at any time, without cause, by providing 30 days written notice to the Contractor. If the Contract is so terminated, the University is liable only for payments for items/services provided or performed up to the date of the termination. 5.13.2 Shall either party fail to perform under the terms of this Contract; the aggrieved party may notify the other party in writing by mail of such failure and demand that the same be remedied within 30 calendar days. Should the defaulting party fail to remedy the same within said period, the other party shall then have the right to terminate this Contract immediately. Performance failure can be defined as but not limited to failure to provide any of the Terms, Conditions, Specifications or Special Conditions of Bid. 5.13.3 If at any time the Contractor’s performance threatens the health and/or safety of the University, its staff, students or others who may be on campus, the University has the right to cancel and terminate the Contract without notice. 5.13.4 Failure to maintain the required Certificates of Insurance, Permits and Licenses shall be cause for Contract termination. If the Contractor fails to maintain and keep in force the insurance as provided in the bid or under Section 22 of the University's Standard Terms and Conditions, the University has the right to cancel and terminate the Contract without notice. 5.13.5 If at any time a petition in bankruptcy shall be filed against the Contractor and such petition is not dismissed within 90 calendar days, or if a receiver or trustee of Contractor's property is appointed and such appointment is not vacated within 90 calendar days, the University has the right, in addition to any other rights of whatsoever nature that it may have at law or in equity, to terminate this Contract by giving 10 calendar days notice in writing of such termination. 5.13.6 All notices of performance failure must be submitted in writing to Purchasing, 21 N Park St, Suite 6101, Madison, WI 53715-1218. Purchasing shall be final authority for all performance failure determinations not resolved through the ordering department. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.14 CONTRACT NO.: 12-5363 PAGE 14 OF 34 Executed Contract to Constitute Entire Contract The University's Request for Bid the bid responses, written communications and this Contract constitute the entire Contract between the parties. The hierarchy of documents in descending order for resolution is as follows: A. B. C. D. Contract Award Letter Original Request for Bid Number 12-5363, dated June 9, 2011 including amendments/attachments Bidder response to RFB Official Purchase Order (when applicable) UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 15 OF 34 SECTION #6 SPECIFICATIONS SPECIFICATIONS OF ITEMS TO BE PROVIDED: See Specifications and/or Itemized Bid List for the minimum acceptable specifications for items/services desired. If you are bidding an alternate item, please provide complete specifications, documents and materials showing performance features and details for the items/services you propose to furnish for the items being bid. For alternate items being bid, the Bidder must clearly identify by manufacturer’s name, catalog and model number. See “Standard Terms and Conditions,” items 1, 2, 3, and 5.1. Failure to provide product specifications and information for item(s) bid may disqualify your bid. The University will be the sole judge of equivalent acceptability between bidders responses. UW Specifications may not be revised without an official written amendment issued by Purchasing. 6.1 Specific manufacturer(s) and/or catalog/model/stock numbers are provided to establish the design, type of construction, quality, functional capability and performance level desired. The bidder may offer an alternate item believed to be an equal. Any alternate item bid must be clearly identified by manufacturer, catalog, model or stock number. Adequate detailed specifications (including brochures, operating manuals, maintenance manuals or other written materials) of any alternate item offered must be included with your bid to establish equivalency. 6.2 Warranty: Bidder must be authorized to provide the Application and Threat Intelligence Program to the University as well as all manufacturer’s warranties. 6.3 Maintenance, Repair and Phone Service: 6.3.1 Contractor must provide in-store or depot repair service for items purchased as result of this bid. Contractor must return repaired item within two (2) days of receipt at the Contractor’s location. 6.3.2 Contractors must have access to replacement parts within 48 hours to service all machines identified under this bid. The faulty parts will be returned to the contractor after the receipt of the replacement. 6.3.3 Contractor shall provide unlimited call-back maintenance service during normal business hours. 6.4 Purchasing shall have the option to contract with another vendor to repair or service machines if Contractor is unable to repair equipment for any reason or make necessary repairs on a timely basis. 6.5 In the event of an emergency situation (pandemic, snow storm, etc.), Contractor may be required to provide the University with the items/services on this bid as required. An emergency preparedness plan to serve the University and the items/services that are available to meet emergency needs should be provided if requested. Minimally, this plan should include emergency contact information, product and service level availability, staffing, equipment, and logistics plan. 6.6 Reconditioned, Refurbished, Remanufactured or Used Items: Reconditioned, refurbished, remanufactured or used items will not be considered for this Contract. In the case or repair and replacement parts, remanufactured parts may be acceptable if agreed upon by the University before parts are sent. 6.7 Demonstration Equipment: Demonstrator product (not reconditioned, refurbished or remanufactured models) shall be acceptable for this bid if full new product warranties are offered. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 11-5336 PAGE 16 OF 34 6.8 Employee Identification: All Contractor’s employees, while working on University property, must wear a clearly displayed photo identification badge or uniform showing name of employee and/or company represented. Any identification must be provided by the Contractor at the Contractor’s cost. 6.9 Environmentally Friendly (“Green”) Product: Contractors are encouraged to identify products that are made of recycled products, that use environmentally friendly production methods, or that can be recycled at the end of their service life. The UW will make every effort to purchase “Green” products wherever feasible or possible based on individual project needs and funding available. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 17 OF 34 ATTACHMENT A: BIDDER RESPONSE SHEET NOTE: This form must be returned with your bid response. Numbers identified correspond to those Sections shown in the SPECIAL CONDITIONS OF BID. Bidder may attach additional relevant information to their bid response; identify sections to which information applies. YES NO SUPPLIER DIVERSITY PARTICIPATION: Bidder understands that if they are awarded the contract, they agree to provide upon request, information related to their Supplier Diversity expenditures related to this contract? ========================================================================================== Terms and Conditions A contract will be awarded based on the criteria established in this bid. The Specifications, Special and Standard Terms and Conditions, Attachments to the bid document, Bidder response and any UW Madison Purchase Order will become the Contract between the University and the Contractor. Bidder must accept these Specifications, Special and Standard Terms and Conditions or submit detailed and defined exceptions along with proposed alternative or additional language for each exception. Submitting a standard Bidder Contract as a complete substitute or alternative for the language in this solicitation will not be accepted and may result in rejection of the vendor’s bid. The University reserves the right to negotiate contractual terms and conditions or reject the Bidder’s response and proceed to the next qualified bidder. ========================================================================================== Do you have the capability of putting the University’s specific pricing on a WEB site that is accessible to University Purchasers through a unique logon ID? If yes, does your Website provide a means of on-line ordering with our specific pricing being applied automatically? If yes, does your Order System accept Purchasing Cards for payment? If yes, does your Order System provide a self service means for the customer to track their order via Internet? 1.1 Have you completed and returned all forms required? 1.2 Have you included two (2) complete sets of your bid? (only one (1) copy required if faxing or e-mailing) 2.3 Do you agree to extending the contract to other: University of Wisconsin System campuses? State of Wisconsin Agencies? Wisconsin Municipalities? Other CIC member institutions? Non-Profit Organizations specifically linked by their mission to the University of Wisconsin Madison? If YES, indicate whether other charges will be added and what those charges would be: ___________________________________________________ 2.7 What order method will you accept orders against this contract: E-mail Fax Internet Mail Phone Other: ______________________________________________ UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 18 OF 34 YES 2.13 Which of your items meet the Energy Star requirements? _______________________________________________________ _______________________________________________________ _______________________________________________________ 4.1 Bidder must designate a person(s) to provide information on: Contract Problems, Contract Renewal/Cancellation, Invoice Information, Ordering/Expediting, Returns, Supplier Diversity Reporting, Affirmative Action, Questions on this RFB and Sales Representative. NO CONTACT NAME PHONE NUMBER FAX NUMBER CONTACT NAME PHONE NUMBER FAX NUMBER CONTACT NAME PHONE NUMBER FAX NUMBER CONTACT NAME PHONE NUMBER FAX NUMBER CONTACT NAME PHONE NUMBER FAX NUMBER Contract Problems Contract Renewal/Cancellation Invoice Information Ordering/Expediting Returns SUPPLIER DIVERSITY REPORTING: Address: E-mail: AFFIRMATIVE ACTION: Address: E-mail: QUESTIONS ON THIS RFB: Corporate Address: E-mail: SALES REPRESENTATIVE: E-mail: Website: 4.2 Are you: a) an original manufacturer for the product lines being bid? b) an authorized distributor for the products/product lines and services being bid? c) a dealer authorized by manufacturer? d) do you have service and repair capabilities for the item(s) being bid? (Identify account number with manufacturer, as applicable.) Account # ___________________________ 4.3 Have you provided a client list? UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 19 OF 34 YES 4.4 What type of documentation (i.e. published price list, copies of previous invoices, etc.) will you provide to assist the University in its fair price analysis in the event there is only one bidder responding to the bid? _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ 4.5 Do you agree to no minimum order quantity or dollar amount? 4.6 Do you certify that neither your organization nor your principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency? 184.108.40.206 Firm Prices and Discounts Specific Items: Do you agree to firm prices as stated? 220.127.116.11 Do you agree with process and timeframe identified for accepting price increases? 18.104.22.168 Non-listed, Related Items: Do you agree to firm discounts as stated? 22.214.171.124 Have you provided one (1) paper copy and two (2) 2 CD Rom copies of price lists as required? Will you provide additional copies to Purchasing and University departments upon request? 126.96.36.199 Do you agree with process and timeframe identified for accepting price increases? 5.2 Are you bidding all prices F.O.B. Destination, Freight Prepaid and Allowed? (Be sure to read Section 5.2 carefully) Country of Origin ___________________________________________ Shipping Point ____________________________________________ -AND5.2 Are you bidding all prices On Site Service? (Be sure to read Section 5.2 carefully) 5.3 Please state delivery time ____ days After Receipt of Order (ARO). Will you notify ordering department of backorders, discontinuation or delays as stated? 5.4 Do you agree with return policy? If not, state your return policy in detail. 5.6 Will you agree that all invoices will reflect prices established for items on this Contract for all orders placed even though the Contract number and/or correct prices may not be referenced on each order? Will you accept orders placed using a Purchasing Card? If YES, orders placed using a purchasing card must reflect current contract pricing. Any fees charged for use of the University’s purchasing card program are not allowed according to Visa Procurement card rules. _________________________________________________________________________ NO UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 20 OF 34 YES 5.8 Do you agree to terms regarding duplicates and overshipments? 5.9 Will you provide instructions on set-up and operation as required? 5.10 Will you provide insurance certificate(s) indicating coverage and agree to maintain coverage as required in 5.10 and have you added the following language to the insurance certificate?: “The Board of Regents of the University of Wisconsin System, its officers, employees and agents are added as an ‘additional insured’ under the commercial general, automobile liability policies on any insurance certificate provided”. 5.11 Do you agree to subcontracting terms and conditions? 5.12 Can you report on items purchased on this contract if requested? 6.2 Are you authorized to provide the Application and Threat Intelligence Program to the University? 6.3.1 Will you provide in-store or depot repair service? 6.3.2 Will you have access to replacement parts within 48 hours to service all machines listed? Will you agree that the University will send you the faulty parts after they have received the replacement parts? 6.3.3 Will you provide unlimited call-back maintenance service during normal business hours? 6.5 Are you able to provide the University with items/services on this bid in the event of a major catastrophic emergency? 6.6 Is equipment reconditioned, refurbished, remanufactured or used? State warranty _______________________________________________________ 6.7 Is the equipment a demonstrator product? State warranty _______________________________________________________ 6.8 Will you agree to have all employees wear appropriate identification? 6.9 Have you identified products that are made of recycled products that use environmentally friendly production methods, or that can be recycled at the end of their service life? NO UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 21 OF 34 ATTACHMENT B: PRICING Item Breaking Point Storm CTM Chassis with one 10 gig, 4 port blade server Application and Threat Intelligence Program 1st year Application and Threat Intelligence Program 2nd year Application and Threat Intelligence Program 3rd year List Price Discount Total Price $_____________ ________% $_____________ $_____________ ________% $_____________ $_____________ ________% $_____________ $_____________ ________% $_____________ Total $_____________ Below list the discount percentage for available Breaking Point Storm CTM and Firestorm CTM hardware and support. Bidders may add additional lines as necessary. The discounts below will be used to establish the minimum discount available for future purchases and must remain firm for the term of the contract. Item Storm CTM Breaking Point Storm CTM 3 Slot Chassis with one System Controller 10 GigE Interface Card with 4 10 GigE Ports, XFP interface, 2 Gigabytes of capture buffer per port. 1 GigE Interface Card with 8 1 GigE Ports, SFP interface, 1 Gigabytes of capture buffer per port. Storm CTM Application and Threat Intelligence Program yearly fee Discount % Fire Storm CTM Breaking Point FireStorm CTM 3 Slot Chassis w/ one FireStorm Blade Breaking Point FireStorm CTM 3 Slot Chassis Breaking Point FireStorm CTM Blade Server Firestorm CTM Application and Threat Intelligence Program annual fee All other non-listed, related items from manufacturer's catalog or product list are available at ____% discount. The current manufacturer’s catalog/price list is titled ______________________ and is dated _______ and/or numbered ____________. (Attach additional pages as needed to identify all catalog and price lists and identify on the Itemized Bid List the discounts for each of the catalogs or price lists offered.) If more than one price column exists on the price list, Bidder must identify which column will be used as the "list price" from which the discount would be applied. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 22 OF 34 ATTACHMENT C: HARDWARE RIDER 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 15.0 16.0 ACCEPTANCE/STANDARD OF PERFORMANCE ACCESS TO EQUIPMENT ALTERATIONS AND ATTACHMENTS DOCUMENTATION AND OPERATING MANUALS EMERGENCY EQUIPMENT ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS INSTALLATION MAINTENANCE CONTINUITY ONGOING PERFORMANCE REQUIREMENT RELOCATION OF EQUIPMENT RETURN OF EQUIPMENT SITE PREPARATION SPARE PARTS SUPPLIES TECHNICAL SERVICES TRAINING STATEMENT OF PURPOSE: The Hardware Rider provides terms and conditions relating to acquisition of data processing hardware. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 1.0 CONTRACT NO.: 12-5363 PAGE 23 OF 34 ACCEPTANCE/STANDARD OF PERFORMANCE: A standard of performance must be met before any of the equipment is accepted by the University. It is also applicable to any replacement or substitute machines which are added or field modified after the equipment has completed a successful performance period. 1.1 The performance period shall begin when the University notifies Contractor in writing that acceptance testing may commence and shall end when the equipment has met the standard of performance for a period of ninety (90) consecutive days. The performance period will determine whether the following acceptance criteria are met: a. Equipment operates in conformance with Contractor's technical specifications and functional descriptions. b. Equipment meets the specifications and performs the functions as contained in the University's solicitation document. c. Equipment is capable of running on a repetitive basis using a variety of live data, as supplied by the University, without failure. d. Equipment is capable of meeting the University's performance requirement as expressed in the University's solicitation document. e. Equipment does not require modifications to other operational systems and does not cause performance degradation of other systems operating on the University's computing system(s) and network(s). Equipment must operate at an effectiveness level of 99.999% or more. (See items 1.5 through 1.10 below.) 1.2 In the event the equipment does not meet the standard of performance during the initial ninety (90) consecutive days, the standard of performance test shall, at the option of the University, continue on a day-to-day basis until the standard of performance is met for a total of ninety (90) consecutive days. 1.3 If the equipment fails to meet the standard of performance after ninety (90) calendar days, from commencement of acceptance testing, the University may, at its option, terminate this Agreement without penalty, request replacement equipment or continue the performance test. Contractor shall be liable for all inbound and outbound preparation and shipping costs for equipment returned pursuant to this provision. The University's option to terminate this Agreement shall remain in effect until such time as a successful completion of the performance period is attained. 1.4 The date of acceptance shall be the first day after the completion of the successful performance period. 1.5 The effectiveness level for equipment acquired under this Agreement is computed by dividing the operational use time by the sum of that time plus system failure downtime. 1.6 Operational use time for performance testing for the equipment acquired under this Agreement is defined as the accumulated time during which the equipment is in actual use. 1.7 Equipment failure downtime is that period of time when the equipment is unavailable due to equipment malfunction. 1.8 During any period of equipment downtime, the University may use operable equipment when such action does not interfere with maintenance of the inoperable equipment. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 1.9 CONTRACT NO.: 12-5363 PAGE 24 OF 34 Downtime for each incident shall start from the time the University makes a bona fide attempt to contact Contractor's designated representative until equipment is returned to the University in proper operating condition. 2.0 ACCESS TO EQUIPMENT: Contractor, its agents or employees shall have full access to the equipment at reasonable times when access locations can be open to inspect the equipment or observe its use upon first giving notice to the University of Contractor's intent to perform such inspection. 3.0 ALTERATIONS AND ATTACHMENTS: Following acceptance by the University of the equipment that is the subject of this Agreement, the University may make alterations or attachments to the equipment upon prior written notice to Contractor. 3.1 The University shall be responsible for making such University initiated alterations or attachments to equipment, its use, and the results obtained there from, and the University shall also be responsible for paying all charges incurred and related to any such alteration or attachment. The University shall also be responsible for removing any such alteration or attachment and for restoring the equipment to its normal unaltered condition prior to its return to Contractor or upon written notice from Contractor that the alteration or attachment creates a safety hazard or renders maintenance of the equipment impractical, provided that such written notice sets forth the particular factual basis relied upon by the Contractor in making such determination. 3.2 When such alterations or attachments are made by the University or its authorized agents: (1) the University shall be responsible for damage to the equipment caused by or resulting directly or indirectly from such alterations or attachments; (2) Contractor shall not be held responsible for defects in software or documentation provided such defects are caused by or result directly from such alterations or attachments; (3) Contractor will not be liable for any performance degradation of the equipment caused by or resulting directly from such alterations or attachments; (4) Contractor will not be responsible for the proper or efficient operation of, or the cost or effort to modify any software or documentation affected directly or indirectly by such alterations or attachments. 4.0 DOCUMENTATION AND OPERATING MANUALS: Contractor shall provide, at no additional charge, operating manuals which describe equipment capabilities, its operation, malfunction identification and troubleshooting procedures. The copy of these manuals should be in electronic form and will be furnished for each individual piece of equipment ordered by the University. Electronic manual updates or revisions published by the Contractor shall be provided free of charge. Contractor agrees that the University may make such additional copies of supplied documentation as are needed for use by University employees. 5.0 EMERGENCY EQUIPMENT: Contractor agrees to make every reasonable effort to assist the University in obtaining the use of equipment compatible with that used by the University to meet emergencies such as a major system or equipment failure or loss which extends or is expected to extend beyond twenty-four (24) hours. The University, at its option, may accept or reject the offer of use of emergency equipment from the Contractor. 6.0 ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS: Contractor sponsored modifications and/or engineering changes shall be made with the consent of the University at no additional charge. The University reserves the right at all times to schedule these Contractor sponsored modifications and/or engineering changes to minimize the impact on the daily operations of the University. Contractor warrants that, to their knowledge, installation of such engineering changes and/or field modifications as are required or recommended from time to time, shall not cause the performance of the equipment modified to degrade below the standard of performance established for acceptance of the equipment or as described in Contractor's technical specifications and accepted by the University. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 7.0 8.0 CONTRACT NO.: 12-5363 PAGE 25 OF 34 INSTALLATION: The University agrees to have the equipment installation site prepared in accordance with vendor's written specifications prior to the installation date. The University shall provide access to the installation site to enable Contractor to plan the installation. A complete minimum disruption installation plan for installing equipment must be provided by Contractor. The plan must detail all activities required to successfully install and operate the equipment. This includes, for example, access to facilities, configuration specifications, method of procedure for installing equipment, documentation of installation (e.g. digital photos, dressing and labeling of cabling), security authorization, and operating instructions. Except for equipment specifically designated in Contractor's proposal as customer set-up or unless otherwise specified in the University's solicitation document, Contractor shall be responsible for unpacking, uncrating and installing the equipment, including the installation of all necessary cabling, connection with power, utility and communications services, and in all other respects making the equipment ready for operational use. Upon completion, Contractor shall provide written certification to the University that each unit of equipment has incorporated within it all of the Contractor's current engineering changes and that the equipment is ready for acceptance testing. For those units of equipment designated as customer set-up in Contractor's response to the University's solicitation document, the University shall: - unpack each unit of equipment; - inspect each unit of equipment for damaged or missing items; - perform the physical set-up and connections as prescribed by Contractor; - provide any data communications equipment that may be required in order for the equipment to function; - install all required programming aids; - utilize equipment validation and diagnostic tests as prescribed by Contractor to verify that the equipment functions properly; - notify Contractor of equipment that is missing, damaged or apparently malfunctioning; MAINTENANCE CONTINUITY: Contractor agrees to make available maintenance services to meet the University's ongoing performance requirement for as long as the equipment is utilized by the University. Such services shall be available in accordance with Contractor's generally listed prices, but shall in no event exceed current prices plus 5% per year for each year after the date of acceptance of the equipment. If Contractor is unable to provide maintenance services pursuant to this Agreement and in the University's sole opinion is unlikely to resume providing maintenance services to meet the University's ongoing performance requirement, then Contractor or its receiver or trustee shall provide the following items to the University. 8.1 All information necessary for the University to perform or to have such maintenance service performed including, but not limited to, logic diagrams, maintenance manuals, system and unit schematics. 8.2 A listing of suppliers capable of supplying necessary spare parts and equipment support. 8.3 Available information adequate to permit the University to have spare parts manufactured elsewhere. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 8.4 CONTRACT NO.: 12-5363 PAGE 26 OF 34 A listing of spare parts and their frequency of use to enable the University to create a centralized inventory of spare parts. Any information in items 8.1, 8.2, 8.3, and 8.4 above which is identified by Contractor as proprietary information shall be maintained in confidence by the University except where disclosure to a third party is necessary in order for the University to continue the maintenance service; however, any third party to whom disclosure is made pursuant thereto shall agree to hold such proprietary information in confidence and to make no further disclosure thereof. Further, the University agrees that any such proprietary information shall be used solely to perform the Contractor's obligations hereunder and shall be returned to Contractor upon completion of such use. 9.0 ONGOING PERFORMANCE REQUIREMENT: Any equipment installed as a result of this Agreement must perform at an effectiveness level of 99.9% each month following acceptance during the effective life cycle of the equipment as specified in the University's solicitation document and as provided for in Contractor's response with respect to costs. Should any equipment fail to meet this standard of performance, the University may at its option, choose to liquidate the damages it suffers as a result of equipment failure. In the event that equipment is inoperative, due to equipment failure, and the effectiveness level is below 99.9% of the total operational use time for three (3) consecutive calendar months, the University reserves the right to terminate this Agreement without penalty or to require Contractor to replace the equipment. As applicable, the purchase option credits for any replacement equipment shall not be less than the credits accrued from the date of acceptance of the original equipment, regardless of whether the replacement is made at the request of the University or for the convenience of Contractor. 10.0 11.0 RELOCATION OF EQUIPMENT: 10.1 The University reserves the right to move the equipment acquired under this contract from one location to any other location with the Network. 10.2 The University will prepare a relocation site that conforms to the Contractor's specifications in accordance with other provisions of this Rider. 10.3 Rearrangement of equipment within shall be entirely at University expense. Contractor may provide paid assistance and supervision. 10.4 The University shall notify Contractor at least thirty (30) days in advance of the relocation of any equipment which is not designated as customer set-up in Contractor's response to the University's solicitation document. Contractor shall be responsible for disconnecting, packing, and crating this equipment for shipping as well as all tasks associated with installation as detailed elsewhere in this Hardware Rider subject to charges as specifically stated in Contractor's response to the University's solicitation document. RETURN OF EQUIPMENT: 11.1 If equipment is returned to Contractor for failure to fulfill contractual obligations, the following procedure will be used: a. Within twenty (20) days of written notification Contractor will prepare equipment for removal and shall provide the University with the required shipping instructions. b. Within thirty (30) days following preparation of equipment for shipping, the University shall ship the equipment in accordance with instructions from Contractor. c. All shipping cost will be borne by Contractor. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 11.2 12.0 CONTRACT NO.: 12-5363 PAGE 27 OF 34 If equipment is returned to Contractor for any other reason, the University shall be responsible for all costs associated with preparation of equipment for shipping and for shipping costs to Contractor's nearest location. SITE PREPARATION: Equipment environmental specifications shall be furnished in writing by Contractor to the ordering agency at least sixty (60) days prior to delivery. These specifications shall be in such detail to ensure that the equipment to be installed shall operate efficiently from the point of view of its environment. The University shall prepare the site at its own expense and in accordance with the Contractor's equipment environmental specifications not later than fifteen (15) days prior to delivery, and shall make the site available thereafter for inspection by Contractor. Failure by Contractor to inspect the site prior to delivery shall be deemed to be approval of the site as meeting Contractor's equipment environmental specifications. Contractor will notify the University in writing as to the adequacy of the site and the University's planned layout of the equipment within ten (10) days after inspection. Contractor warrants that all equipment which is the subject of this Agreement has been approved by Underwriters Laboratories or a recognized equivalent certification agency. Contractor understands that all equipment installations must comply with building and facilities standards established by the University. 13.0 SPARE PARTS: Contractor agrees to furnish to the University price lists and instructions for ordering spare parts for all equipment proposed in the Contractor's response to the University's solicitation document. Contractor agrees that these spare parts will be available, either to the University or to a third-party maintenance contractor retained by the University for the purpose of maintaining Contractor's equipment if the University chooses not to contract for maintenance service with Contractor. 14.0 SUPPLIES: Contractor's prices do not include operational supplies unless such supplies are specifically identified. All supplies used by the University shall conform to Contractor's published specifications provided to the University at the time of equipment installation. The University reserves the right to acquire such supplies from any vendor of its choice. 15.0 TECHNICAL SERVICES: Contractor's technical personnel shall be available to assist the University in implementation, review, and improvement of existing systems and to advise on development, and implementation of new systems involving Contractor's equipment. Charges, if any, for this assistance have been included in Contractor's response to the University's solicitation document and these charges will increase by no more than 5% per year. Any actual changes in the charges for technical services will require mutual agreement and are subject to the Pricing and Discount provisions of the General Terms and Conditions of this Agreement. 16.0 TRAINING: Contractor shall provide continuing training for personnel to achieve the level of proficiency necessary to support the University's use of equipment provided by Contractor. Charges, if any, for training have been included in Contractor's response to the University's solicitation document and these charges will increase by no more than 5% per year. Any actual changes in the charges for training will require mutual agreement and are subject to the Pricing and Discount provisions of the General Terms and Conditions of this Agreement. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 28 OF 34 ATTACHMENT D - CLIENT REFERENCE LIST Bidder Name:____________________________________________________________________________________ The Bidder must provide a minimum of three (3) business references. 1. Reference Name: _____________________________________________ Contact: ___________________________ Address: _____________________________________________________________________________________________ Phone #: ( ) ____________________ E-mail address_______________________________________________________ Fax/Internet address:____________________________________________________________________________________ Description and date(s) of commodities and services provided: __________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ 2. Reference Name: _____________________________________________ Contact: ___________________________ Address: _____________________________________________________________________________________________ Phone #: ( ) ____________________ E-mail address_______________________________________________________ Fax/Internet address:____________________________________________________________________________________ Description and date(s) of commodities and services provided: __________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ 3. Reference Name: _____________________________________________ Contact: ___________________________ Address: _____________________________________________________________________________________________ Phone #: ( ) ____________________ E-mail address_______________________________________________________ Fax/Internet address:____________________________________________________________________________________ Description and date(s) of commodities and services provided: __________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ References may be contacted to confirm the Bidder’s abilities and qualifications as stated in the Bidder’s response. The University may perform due diligence by contacting any applicable business reference, including references from within the UW System. The University reserves the right to disqualify any Bidder whose references don’t support their stated claim of qualifications in their response. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 29 OF 34 ATTACHMENT E: BIDDER INFORMATION SHEET VENDOR NOTE: THIS SECTION MUST BE COMPLETED AND THIS FORM RETURNED WITH YOUR BID RESPONSE 1. In accordance with Wisconsin Statutes 560.035, 560.0335 and 560.036, please indicate below if you are a Wisconsin certified Minority Business Enterprise (MBE), Work Center (WC), Disabled Veteran-Owned Business (DVB) or Woman-owned Business Enterprise (WBE) (see websites: http://www.commerce.state.wi.us/bd/BD-MinorityandWomen.html or http://stateuseprogram.wi.gov/section.asp?linkid=1424&locid=65). ____ Minority (MBE) ____ Work Center (WC) ____Disabled Veteran-Owned Business (DVB) ____ Woman Owned Business Enterprise (WBE) ___ Not applicable (If no answer is indicated above, we will assume that you are none of the above when making the award.) 2. Pursuant to Public Law 95-507, indicate which of the following classifications apply to your organization. All vendors are considered Large Business unless otherwise indicated (see website: www.sba.gov/). (Check √ all that apply.) ____________ LARGE BUSINESS (LG) ____________ SMALL BUSINESS (SB) ____________ VETERAN OWNED SMALL BUSINESS (VOSB) ____________ SERVICE DISABLED VETERAN OWNED SMALL BUSINESS (SDVOSB) ____________ HISTORICALLY UNDER UTILIZED BUSINESS ZONE (HUBZONE) ____________ SMALL DISADVANTAGED BUSINESS (SDB) ____________ WOMAN-OWNED SMALL BUSINESS (WOSB) 3. AMERICAN MADE: Wisconsin Statutes 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. “Substantially equal” means when bids are tied or proposal scores are equal. Indicate whether the material covered in your bid/proposal 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 4. RECYCLED PRODUCTS/PACKAGING/DISPOSAL TECHNIQUES: The University is committed to promote environmentally sound procurement, usage and disposal methods which are in compliance with State of Wisconsin County, and Municipal regulations. Currently the University has a recycling program for starch and Styrofoam packing peanuts. The University’s preference is to receive starch peanuts whenever possible. The Contractor shall not use INSTAPAK (or similar) or mix starch and Styrofoam peanuts under any circumstances. Each product shall be separately pre-packed in accordance with commercially accepted methods. Small products may be packaged in protective envelopes (Mail-Lite or Bubble-Jet packs). UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 30 OF 34 ATTACHMENT F: 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 UW-Madison shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates 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. Each deviation and exception must be identified by the section, page and paragraph to which it applies. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidder/proposer 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 University. 4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. reserves the right to increase or decrease quantities to meet actual needs. The University 5.0 PRICING AND DISCOUNT: The University qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts. 5.1 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. 5.2 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 University 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 industry-wide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements. 5.3 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). 6.0 UNFAIR SALES ACT: Prices quoted to the University are not governed by the Wisconsin Unfair Sales Act. 7.0 ACCEPTANCE-REJECTION: The University 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 interest of the State of Wisconsin. 8.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the Contractor by University. No other purchase orders are authorized. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 31 OF 34 9.0 PAYMENT TERMS AND INVOICING: The University 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. 9.1 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. Invoice payment processing address is shown on the upper left corner of the purchase order. Send invoices to the Accounts Payable address on the purchase order. Do not send invoices to the ship to address. 9.2 Payment shall be considered timely if the payment is mailed, delivered, or transferred within thirty (30) days after receipt of a properly completed invoice, unless the vendor is notified in writing by the agency of a dispute before payment is due. 9.3 Bidders/proposers shall include discounts for early payment (See 5.3) as a percent reduction of invoice. Invoice discounts shall be determined, where applicable, from the date of acceptance of goods and/or the receipt of invoice, whichever is later. Discounts for early payment terms stated on the bid/proposal must be shown plainly on the invoice; discounts for early payment not shown on the invoice will be taken. 9.4 Invoices submitted not in accordance with these instructions will be removed from the payment process and returned within ten (10) days. 9.5 Payment terms and invoicing for purchasing card will be made in accordance with the purchasing card contact. 10.0 TAXES: The University, an agency of the State of Wisconsin, is exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The Department of Revenue of the State of Wisconsin does not issue a tax exempt number; however, University is exempt from State of Wisconsin sales or use tax under s.77.54(9a)(a). Registration No. 39-73-1021-K, was issued by the Internal Revenue Service to authorize tax-free transactions under Chapter 32 of the Internal Revenue Code. 10.1 The University, an agency of the State of Wisconsin, 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 University 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. 11.0 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. 12.0 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 University. 13.0 APPLICABLE LAW: This Agreement shall be construed under the laws of the State of Wisconsin. Jurisdiction and venue for any disputes under this Agreement shall be in Dane County, 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 32 OF 34 14.0 ANTITRUST ASSIGNMENT: The Contractor and the University recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the Contractor hereby assigns to the University any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract. 15.0 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 University. 16.0 DISPUTES: Disputes should be addressed to the University Purchasing Office, Director of Purchasing Services, 21 N Park St, Suite 6101, Madison, WI 53715 1218. 17.0 NONDISCRIMINATION/ AFFIRMATIVE ACTION: 17.1 In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any employe or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s.51.01(5), Wisconsin Statutes, 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. 17.2 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) employes. 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. 17.3 The Contractor agrees to post in conspicuous places, available for employes and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin nondiscrimination law. 17.4 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. 17.5 To the extent required by law, 41 CFR 60-1.4(a) and (b) are incorporated by reference in these Standard Terms and Conditions. Additionally, the Contractor certifies compliance with 41 CFR 60-1.8 and does not and will not maintain any facilities provided for employees in a segregated manner. The Contractor further agrees to obtain identical certifications from any subcontractors prior to the award of a subcontract exceeding $25,000 which is not exempt and will retain such certification for audit purposes. 18.0 PATENT INFRINGEMENT: The Contractor selling to the University 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 University (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. 19.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the University must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code, Rules of the Industrial Commission on Safety, and all applicable OSHA Standards. 20.0 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 to UW Safety Department, 30 East Campus Mall, Madison WI 53715-2609. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 33 OF 34 21.0 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. 22.0 INSURANCE RESPONSIBILITY: The Contractor performing services to the University shall: 22.1 Maintain worker's compensation insurance as required by Wisconsin Statutes for all employees engaged in the work. 22.2 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, 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. 22.3 The state reserves the right to require higher or lower limits where warranted. 22.4 Upon request by the University, the Contractor is required to provide a Certificate of Insurance, from an insurance company licensed to do business in the State of Wisconsin, with a minimum AM Best rating of A-, and signed by an authorized agent. A minimum 60 day cancellation notice is desired. 23.0 CANCELLATION: The University 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. 24.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin. 25.0 OMNIBUS RECONCILIATION ACT: (Public Law 96-499) To the extent required by law, if this contract is for acquisition of services with a cost or value of $25,000 or more within any 12-month period, including contracts for both goods and services in which the services component is worth $25,000 or more within any 12-month period, the Contractor shall in accordance with 42 C.F.R., Part 420, Section 1861 of the Omnibus Reconciliation Act of 1980 (P.L. 96499) and permit the comptroller general of the United States, the United States Department of Health and Human Services, and their duly authorized representatives, access to the Contractor's books, documents and records until the expiration date of four (4) years after the approval of procurement activities. 26.0 PUBLIC RECORDS ACCESS: It is the intention of University 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 12-5363 PAGE 34 OF 34 28.0 DISCLOSURE: If a state public official (s. 19.42, Wisconsin Statutes), 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 E. Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123). State classified and former employes and certain University faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats. 29.0 ANTI-KICKBACK ACT of 1986: (41 USC 51 et. seq): To the extent required by law, the officer or employe responsible for submitting this bid shall certify, in accordance with 48 CFR 52.203-7, to the best of their knowledge, that they have no information concerning the violation of the Anti- Kickback Act in connection with the submitted bid/proposal. Signing the bid/proposal with a false statement shall void the submitted bid/proposal and any resulting contract(s). 30.0 RECYCLED MATERIALS: The University is required to purchase products incorporating recycled materials whenever technically or economically feasible. Bidders/proposers are encouraged to bid/propose products with recycled content which meet specifications. 31.0 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. 32.0 PROMOTIONAL ADVERTISING/NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies (University) or other subunits, 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 University. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 33.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wisconsin Statutes, 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. 34.0 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) 261-7577. 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. 36.0 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 provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.