10-5768 Request for Bid Package

10-5768 Request for Bid Package

VENDOR NET TRANSMISSION COVER LETTER

DATE:

July 30, 2009

When using Vendor Net, you may submit your bid through one of the following options: U.S. mail, handdelivery, fax or email. 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 Wisconsin-

Madison Purchasing Services (Bid Processing) at (608) 262-0059.

PURCHASING SERVICES

University of Wisconsin-Madison  21 N Park St, Suite 6101  Madison, WI 53715-1218

608/262-0059  (Fax) 608/262-4467  www.bussvc.wisc.edu  [email protected]

RETURN TO

: University of Wisconsin-Madison

Purchasing Services

21 N Park St, Suite 6101

Madison, WI 53715-1218

REQUEST FOR BID

THIS IS NOT AN ORDER

Refer to Section 1 titled “

SUBMITTAL INSTRUCTIONS”.

All correspondence must reference the bid number.

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.

OFFICIAL SEALED

BID NUMBER: 10-5768

ISSUE DATE: 7/30/09

DUE DATE: 8/17/09 2:00 PM CDT

_________________________________________________

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.

AGENT:

Vint Quamme at (608) 262-1147

FAX NUMBER:

(608) 262-4467

E MAIL

: [email protected]

If

NO BID

(check here) and return

.

DESCRIPTION

The University of Wisconsin-Madison request bids for

Arsine and Phosphine Gas

for the period September 1, 2009 through August 31, 2010 or one year after date of award, and will be automatically renewed for two additional one-year terms,

in accordance with the attached in this order:

Special Conditions of Bid,

Bidder Response Sheet,

Specifications, Itemized Bid List, Client Reference List,

Bidder Information Sheet, Supplier Diversity, Minority Business Enterprise (MBE) Program Commitment

,

Standard Terms and

Conditions and

Applicable Federal Rules

Questions regarding this bid will be answered by the following:

ADMINISTRATIVE: Vint Quamme at (608) 262-1147

[email protected]

TECHNICAL: Luke Mawst at (608)

263-1705

[email protected]

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 arriv ed at without collusion with any other bidder, competitor or potential competitor; that this bid has not been knowingly disc losed prior to the opening of bids to any other bidder or competitor; that the stated statement is accurate under penalty of perjury.

COMPANY NAME: _________________________________________________________________________________________________

SIGNATURE: _____________________________________________________________________________DATE ____________________

TYPE OR PRINT NAME: _____________________________________________________________________________________________

TITLE: _______________________________________________________ TELEPHONE NUMBER: (_______) _____________________

FEIN NUMBER: _________________________________ FAX NUMBER: (_______) _____________ ________

EMAIL ADDRESS: __________________________________________________________________________________________________

UNIVERSITY OF WISCONSIN CONTRACT NO.: 10-5768

TABLE OF CONTENTS

PAGE

SECTION #1: SUBMITTAL INSTRUCTIONS

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 Campus Delivery Requirements

2.9 Parking

2.10 Smoke-Free Environment

2.11 Promotional Materials

SECTION #3: RFB PROCESS INSTRUCTIONS

3.1 Clarifications and/or Revisions through Designated Contact

3.2 Contract Term

3.3

3.4

3.5

3.6

3.7

Conflict of Interest

Method of Bid

Method of Award

Samples and Evaluation

Minority Business Enterprise (MBE) Preference

SECTION #4: BIDDER QUALIFICATIONS

4.1 Bidder Contact Information

4.2 Bidder Experience

4.3 Authorization

4.4 Client List/References

4.5 Fair Price Analysis

4.6 Minimum Order

SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS

5.1 Firm Prices

1-2

3-5

6-7

8

9-11

5.2

F.O.B. Destination, Freight Prepaid and Allowed

-AND/OR-

5.2 On Site Service

5.3 Timeliness of Delivery

5.4 Item Return Policy

5.5 Additional Items/Services

5.6 Invoicing Requirements

5.7 Shipments, Duplicates and Overshipments

5.8 Training

5.9 Insurance

5.10 Activity Reports

5.11 Contract Termination

5.12 Random Sampling

SECTION #6: SPECIFICATIONS

12

6.2 Warranty

6.3 Subcontracting

6.4 Employee Identification

6.5

Environmentally Friendly (“Green”) Product

ATTACHMENT A BIDDER RESPONSE SHEET

ATTACHMENT B SPECIFICATIONS/ ITEMIZED BID LIST

ATTACHMENT C CLIENT REFERENCE LIST

ATTACHMENT D BIDDER INFORMATION SHEET

13-16

17

18

19

ATTACHMENT E

SUPPLIER DIVERSITY, MINORITY BUSINESS ENTERPRISE (MBE) PROGRAM COMMITMENT

20

ATTACHMENT F STANDARD TERMS AND CONDITIONS 21-24

ATTACHMENT G APPLICABLE FEDERAL RULES 25-27

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

INTRODUCTION

CONTRACT NO.: 10-5768

PAGE 1 OF 27

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. CST/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.

You have been supplied 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.

MAILING:

Original and

one (1)

copy of

mailed

bids must be received and date/time stamped at Purchasing Services, 21 N.

Park Street, Suite 6101, Madison, WI 53715-1218, prior to 2:00 p.m. CST/CDT on the stated bid due date.

HAND DELIVERY:

Original and

one (1)

copy of

hand-delivered

bids may be delivered by vendor or third-party/courier service. Bids must be received and date/time stamped at Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI

53715-1218, prior to 2:00 p.m. CST/CDT on the stated bid due date.

FAXING:

Faxed

bids: A complete copy of the

entire response must be completely transmitted and received

and date/time stamped

at Purchasing Services prior to 2:00 p.m.

CST/CDT on the stated bid due date.

FAX: (608) 262-4467

(AVAILABLE 24 HOURS A DAY).

E-MAILING:

E-mailed

bids: A complete copy of the entire response must be received and be available for printing or processing

prior to

2:00 p.m. CST/CDT on the stated bid due date via e-mail to:

[email protected]

.

Submitting a bid to any other e-mail address than

[email protected]

does not constitute receipt of a valid bid by Purchasing Services.

Proof of transmission doesn't constitute proof of receipt.

In addition,

the

REQUEST FOR BID

form (cover page) must be signed and returned via mail or fax (

608-262-4467)

within one (1) business day after the bid due date.

RETURN ADDRESS LABEL:

OFFICIAL SEALED

NUMBER: 10-5768

DUE DATE: 8/17/09 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

CONTRACT NO.: 10-5768

PAGE 2 OF 27

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. Request for Bid Form

6.

7.

8.

9.

2.

3.

Bidder Response Sheet (including attachments as requested on Bidder Response Sheet) (Attachment A)

Specifications, descriptive brochure and detail for the item(s) bid (Section 6) (Attachment B)

4. Itemized Bid List (Attachment B)

5. Client Reference List (Attachment C)

Bidder Information Sheet (Attachment D)

Supplier Diversity, Minority Business Enterprise (MBE) Program Commitment (Attachment E)

Standard Terms and Conditions (Attachment F)

Applicable Federal Rules (Attachment G)

1.2 PLEASE SEND TWO (2) COMPLETE SETS OF YOUR BID

(If faxing or 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.: 10-5768

PAGE 3 OF 27

SECTION #2: GENERAL INFORMATION

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 UW Madison Electrical & Computer

Engineering hereinafter referred to as

“Engineering” requests bids for the purchase of Arsine & Phosphine Gas

Products.

Current Situation:

The estimated annual item quantities identified on the "ITEMIZED BID LIST" are for bid purposes only and the estimated annual value of this contract is $25,000.00. The University does not guarantee to purchase any specific quantity or dollar amount.

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.

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.

Revisions to this bid may be made only by an official written amendment issued by Purchasing.

2.2 Definitions:

The following definitions are used throughout the Special Conditions of Bid:

Bidder

means a firm submitting a bid in response to this Request for Bid

Contractor

means successful Bidder awarded the bid.

Department

means UW-Madison Electrical & Computer Engineering.

MBE

means Minority Business Enterprise.

Purchasing card

means State credit card.

RFB

means Request for Bid.

State

means State of Wisconsin.

University

means University of Wisconsin-Madison.

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, and Wisconsin municipalities 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

CONTRACT NO.: 10-5768

PAGE 4 OF 27

2.4 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, 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 Campus Delivery Requirements:

2.8.1 Delivery of orders shall be made to University departments five days per week, Monday through Friday, during normal University business hours.

2.8.2 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://www2.fpm.wisc.edu/trans/policy_large_truck.asp

2.9 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.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 5 OF 27

2.10 Smoke-Free Environment:

All University buildings are smoke-free buildings. No smoking shall be permitted on or in University buildings.

2.11 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.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 6 OF 27

SECTION #3: RFB PROCESS INSTRUCTIONS

3.1 Clarifications and/or Revisions through Designated Contact:

All communications and/or questions in regard to this request should be in writing and bidders are encouraged to FAX or e-mail written questions to the Purchasing Agent. Verbal questions, when permitted, must be directed to Vint Quamme at (608) 262-1147.

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, Vint Quamme 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.

Vint Quamme

UW Purchasing

21 N Park St, Suite 6101

Madison, WI 53715-1218

E-mail: [email protected]

PHONE 608/262-1147 -- 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 Contract Term:

The initial term of this contract shall be September 1, 2009

(CONTRACT START DATE)

or date of award, through August 31, 2010

(CONTRACT END DATE)

or one year after date of award. This contract will be automatically renewed for two additional one-year terms with a contract end date of August 21, 2012.

The University has the option to automatically extend this contract into its second and third years unless

Purchasing is notified, in writing, by the Contractor; or notifies the Contractor, in writing, 45 calendar days prior to expiration of the initial and/or succeeding Contract term(s).

3.3 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.

3.4 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.

-AND-

Custom 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.

3.5 Method of Award:

Award(s) shall be made on the basis of the lowest

net unit price and extended net total for all products for

Items 1-3

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. Items 4-6 will not be considered in the award but may be ordered based on prices offered for the quantities being requested.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 7 OF 27

The University will obtain an estimate from the University’s contracted customs broker for duty fees, port of entry documentation fees, customs clearance charge, tax, etc. and add these additional costs to all applicable bids and used in the evaluation for award.

3.5.1 The University reserves the right to make an interim award and to require proof of performance through a

“trial” period of up to six months before awarding a final Contract. During this “trial” period, the University shall review the Contractor's performance, including invoicing requirements, to ensure complete compliance with the Contract.

If deficiencies are not remedied to the complete satisfaction of the University, the

“trial” period shall be canceled and award shall be made to the next lowest responsible bidder. The final interim award decision rests with the University based upon the data it collects.

If the Contractor's performance demonstrates that the Contractor is capable of complete compliance with the contract on a continuous basis for the six-month trial period, the University shall make a final award for the contract.

3.6 Samples and Evaluation:

3.6.1 Bidder may be requested to submit a no-charge sample(s) upon request after bids are opened for bid evaluation purposes or verification of item/service bid.

3.6.2 Samples required shall be delivered to the designated location no later than the date and time specified by the University.

3.6.3 Failure to deliver samples within time designated may disqualify your bid.

3.6.4 All samples provided by the Bidder(s) shall be evaluated by the University in an identical manner to determine whether the items/services bid conform with bid specifications.

3.6.5 Samples provided by the bidder and

NOT

meeting bid specifications shall be rejected and the bid submitted may be disqualified if the Bidder cannot provide a sample meeting specifications.

3.6.6

The Bidder will be notified in writing by the University to pick up samples, at the bidders’ expense, within

14 working days of date of such notification. Any samples not picked up in the designated time period may be disposed of as the University sees fit.

3.7 Minority Business Enterprise (MBE) Preference:

Bids meeting mandatory requirements will be reviewed and considered against the stated terms, conditions and specifications of bid. Bid s from Wisconsin certified Minority Business Enterprises may have their prices and discounts weighted by a factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to MBE firms.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 8 OF 27

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, Minority Business, Affirmative Action and Sales

Representative. (See Attachment A

– Bidder Response Sheet)

4.2 Bidder Experience:

Bidder company or its principals must be in the business of providing Arsine and Phosphine Gas Products and must have done so for the past 3 years.

4.3 Authorization:

Bidder must be an original manufacturer, authorized distributor, or dealer authorized by manufacturer with service and repair capabilities for the item. (On Bidder Response Sheet identify account number with manufacturer, as applicable.)

4.4 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.

4.5 Fair Price Analysis:

Purchases made under this contract may require further fair price analysis if only one bidder responds. Bidders should identify on the Bidder Response Sheet the type of documentation they will provide (i.e. published price list, list of previous buyers, 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.

4.6 Minimum Order:

Bids that require any minimum order quantity or dollar amount may be disqualified.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 9 OF 27

SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS

PRICE LISTS:

All price lists should be submitted via CD Rom

and

in hard copy. Referencing your website for pricing information is not sufficient.

5.1 Firm Prices:

Prices for products delivered must include all costs associated with the product and delivery i.e. hazmat costs and surcharges of any type. Demurrage charges may be invoiced separately under monthly invoices, all other changes will be disputed if billed monthly. Bidders should identify with their response what any additional charges will be by price and description as to what they are for and what they include. The UW reserves the right to negotiate these items and related prices.

5.1.1 Prices must remain firm for the initial contract term. Prices established may be lowered due to changes in general market conditions or negotiations between the Contractor and the University.

5.1.2 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.

5.1.3 Price increases must be labeled with the contract number and should 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.

5.1.4

Fuel Surcharges:

Fuel surcharges may be accepted under the following conditions:

If the price of fuel increases by a significant percentage % (significant being defined as 25% or

 more), the University may accept a fuel surcharge increase.

Contractor must identify the price of fuel at the time they completed the bid.

The University reserves the right to compare pricing presented with available price indexes and to negotiate the fuel surcharge with the Contractor before acceptance.

5.2 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 a purchase 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 24 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 compan y’s return policy.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 10 OF 27

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.

5.6 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 and two copies 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.

Invoices for Purchasing Card:

Invoices shall contain the same detail as listed in Section 5.6.1 and mailed to the billing 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 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.

5.8 Training:

If requested, Contractor must provide personnel with instructions on safe set-up and use of the products at no charge to the customer. Training requirements will be negotiated with the Contractor if not specified in the bid specifications.

5.9 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 request and provided on an annual basis throughout the term of the Contract.

If a certificate is required, the Contractor shall have added

“The Board of Regents of the University of

Wisconsin System, its officers, employees and agents” as an additional insured under the commercial general, automobile and Contractor’s liability policies on any insurance certificate provided.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 11 OF 27

5.10 Activity Reports:

Contractor must be able to report on a semi-annual basis all items/services purchased against this Contract.

Upon Request, UW Safety may require separate reports based on the nature of these gases.

5.11 Contract Termination:

This Contract may be terminated by either party for the following conditions:

5.11.1 After the initial term of the Contract, the University may terminate the Contract at any time,

without cause

, by providing 15 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.

5.11.2 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 15 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: improper substitution of product, unsafe handling or packaging of product, providing product in unsafe or inadequate packaging, failure to respond to communication requests on a timely basis, failure to deliver on a timely basis or failure to provide any of the Terms, Conditions, Specifications or

Special Conditions of Bid.

5.11.3 If at any time the Contractor 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.

5.11.4

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.

5.11.5 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 inequity, to terminate this Contract by giving 10 calendar days notice in writing of such termination.

5.11.6 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.

5.12 Random Sampling:

Upon delivery and before payment of the final invoice, up to 1% of the final product may be pulled from the

Contractor's delivery truck and inspected to assure the University that the specifications have been met in all respects. Failure to meet any specification will mean rejection of the entire order at no cost to the University.

No changes in the specifications will be permitted without written authorization from Purchasing Services.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 12 OF 27

SECTION #6 SPECIFICATIONS

SPECIFICATIONS OF ITEMS TO BE PROVIDED: (see ATTACHMENT B)

See SPECIFICATIONS and/or ITEMIZED BID LIST for the minimum acceptable specifications for items/services desired.

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

The Bidder’s response must be clearly identified by manufacturer and catalog/model/stock number and/or appropriate identification as requested on the Itemized Bid List. Adequate detailed specifications of the items being offered or bid must be included with your bid to insure that the item(s) being bid can be compared to determine if the items meet all specifications.

-OR-

6.1

The manufacturer’s items shown on the ITEMIZED BID LIST are currently being used at UW-Madison. Bidder may offer an alternate manufacturer item believed to be an equal to those listed. Any alternate item(s) bid must be clearly identified by manufacturer and catalog, model or stock number. Adequate detailed specifications of the alternate item offered must be included with your bid to establish equivalency and to insure that the item being bid meets all specifications.

6.2 Warranty:

6.2.1 Contractor must honor, at a minimum, any manufacturer's standard warranty on product and/or parts purchased under this contract. Bidder must indicate warranty term on Bidder Response Sheet and enclose standard warranty documents with your bid.

6.3 Subcontracting:

6.3.1 Any Contract resulting from this bid shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any other Contractor without prior written approval by Purchasing.

6.3.2 If subcontractors are to be used, the Contractor must clearly explain their participation.

6.3.3 Subcontractors must abide by all terms and conditions under this Contract.

6.3.4 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.

6.4 Employee Identification:

All C ontractor’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. Badges must be available but will not be required to be worn when protective clothing and respiratory protection is required.

6.5

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.: 10-5768

PAGE 13 OF 27

ATTACHMENT A: BIDDER RESPONSE SHEET

NOTE:

This form

must be returned

with your bid response. Numbers identified correspond to those Sections shown

1.2

2.3

2.7

3.6 in the

SPECIAL CONDITIONS OF BID

. Bidder may attach additional relevant information to their bid response; identify sections to which information applies.

MINORITY BUSINESS PARTICIPATION

:

Bidder understands that if they are awarded the contract, they agree to provide upon request,

YES NO

as required, a MBE Participation Annual Report of all dollars spent with all minority subcontractors?

==========================================================================================

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 Univer sity reserves the right to negotiate contractual terms and conditions or reject the Bidder’s response and proceed to the next qualified bidder.

==========================================================================================

1.1 Have you completed and returned all forms required?

Have you included

two (2)

complete sets of your bid?

(only one (1) copy required if faxing or e-mailing)

Do you agree to extend the pricing on this contract to other:

If

YES

University of Wisconsin System campuses?

State of Wisconsin Agencies?

Wisconsin Municipalities?

, indicate whether other charges will be added and what those charges would be:

What order method will you accept orders against this contract:

E-mail

Fax

Internet

Phone

Other: ______________________________________________

Will you meet all the requirements for samples and evaluation?

4.2

4.3

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

4.1

CONTRACT NO.: 10-5768

PAGE 14 OF 27

Bidder must designate a person(s) to provide information on: Contract Problems, Contract

Renewal/Cancellation, Invoice Information, Ordering/Expediting, Returns, Minority Business,

Affirmative Action and Sales Representative.

Contract Problems

Contract Renewal/Cancellation

Invoice Information

PHONE NO.

________________

________________

________________

FAX NO.

________________

________________

________________

Ordering/Expediting

Returns

________________

________________

________________

________________

MINORITY BUSINESS

AFFIRMATIVE ACTION

Contact Name: _______________________

PHONE: ____________________________

FAX: _______________________________

E-MAIL:_____________________________

Contact Name: _______________________

Address: ____________________________

__________________________________

__________________________________

PHONE: ____________________________

SALES REPRESENTATIVE

: Name: ___________________________________________

Phone: ___________________ Fax: __________________

EMAIL: ________________________________________________________

WEBSITE: _____________________________________________________

Are you in the business of providing Arsine and Phospine Gas Products/Services and has your company or its principals done so for the past 3 years

Are you an original manufacturer, authorized distributor, or dealer authorized by

Manufacturer with service and repair capabilities for the item?

(Identify account number with manufacturer, as applicable.)

Identify Account # ___________________________

?

4.4

4.5

4.6

Have you provided a client list?

What type of documentation (i.e. published price list, list of previous buyers, 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?

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

Do you agree to no minimum order quantity or dollar amount?

Firm Prices

5.1.1 Do you agree to firm prices as stated?

5.1.1 Do you agree that product cost will include all costs other than monthly demurrage?

5.1.1 Have you identified all additional costs by description and cost?

5.1.2 Do you agree with process and timeframe identified for accepting price increases?

YES NO

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 15 OF 27

YES

5.1.4 Do you agree to the fuel surcharge clause included?

NO

$_______________ / gallon regular gas

$_______________ / gallon diesel

5.1 Are you bidding all prices F.O.B. Destination, Freight Prepaid and Allowed?

(Be sure to read Section 5.2 carefully)

6.3

6.4

5.10

5.11

6.2

5.8

5.9

5.2

5.3

5.4

5.6

5.7

Country of Origin ___________________________________________

Shipping Point ____________________________________________

Are you bidding all prices On Site Service? (Be sure to read Section 5.2 carefully)

Please state delivery time ____ days After Receipt of Order (ARO).

Will you notify ordering department of backorders, discontinuation or delays as stated?

Do you agree with return policy? If not, state your return policy in detail.

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 Purchasing card rules.

_________________________________________________________________________

_________________________________________________________________________

Do you agree to terms regarding duplicates and overshipments?

Will you provide instructions on safe set-up and operation as required?

Will you provide insurance certificate(s) indicating coverage and agree to maintain coverage as required in 5.9 and will you have 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 and

Contractor’s liability policies”.

Can you report on items purchased on this contract if requested?

Will you provide separate reports to UW Madison Safety Department if requested?

Will you honor manufacturer standard warranty?

If

YES

, have you enclosed standard warranty documents?

Warranty term: __________________

Do you agree to subcontracting terms and conditions?

Will you agree to have all employees wear appropriate identification?

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 16 OF 27

YES NO

6.5

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?

The Bidder certifies by submission of the bid that neither it nor its principals is presently suspended or declared ineligible from participation in this transaction by any Federal Department or Agency. ___________ (Initial)

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 (print or type) Bidder's name & title (print or type)

__________________________________________ ______________________________________________

Bidder's Signature Date

__________________________________________

E-mail address

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 17 OF 27

ATTACHMENT B: SPECIFICATIONS/ITEMIZED BID LIST

ITEM

1

2

3

QTY

4 ea

4 ea

4 ea

DESCRIPTION

Air Products, Arsine, Megabit Grade

99.9999% pure, PR12527, 9 lb/cylinder,

CGA 350, 4.5 KG

Air Products Arsine, Megabit Grade

99.9999% pure, PR12526, D155632, 8L 4.5

KG

Air Products, Phosphine, Megabit 2 Grade

99.9999% pure, PR143466, 16L, DISS 632

Valve, 5 KG 11 LB Fill

Total (Items 1-3)

UNIT PRICE

$__________________

$__________________

$__________________

TOTAL PRICE

$__________________

$__________________

$__________________

$__________________

ITEM

4

5

6

QTY DESCRIPTION

4 ea Air Products, Arsine, Megabit Grade

99.9999% pure, PR12527, 9 lb/cylinder,

CGA 350, 4.5 KG

(Same size cylinder as above with 3 lb product enclosed only) *

4 ea Air Products Arsine, Megabit Grade

99.9999% pure, PR12526, D155632, 8L 4.5

KG (Same size cylinder as above with 3 lb product enclosed only) *

4 ea Air Products, Phosphine, Megabit 2 Grade

99.9999% pure, PR143466, 16L, DISS 632

Valve, 5 KG 11 LB Fill

(Same size cylinder as above with 3 lb product enclosed only) *

UNIT PRICE

$__________________

Per pound or kilogram

$__________________

Per pound or kilogram

$__________________

Per pound or kilogram

TOTAL PRICE

$__________________

$__________________

$__________________

Total (Items 4-6)

$__________________

* For some current customers and potential future customers, it is preferred that they not be required to purchase an entire cylinder of 9 lb as the product will not be used up over a one year cycle. For these customers, they would prefer to order smaller quantities in 1 pound or 1 kilogram increments up to the total of 9 in a 9 lb. cylinder.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 18 OF 27

ATTACHMENT C - CLIENT REFERENCE LIST

Bidder Name:____________________________________________________________________________________

The Bidder must provide a minimum of three (3) business references.

1. Reference Name: _____________________________________________ Contact: _____________________________

Address: ____________________________________________________ Phone: # ( ) __________________________

Fax/Internet address:_______________________________________________________________________________

Description and date(s) of commodities and services provided: _____________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

2. Reference Name: _____________________________________________ Contact: _____________________________

Address: ____________________________________________________ Phone: # ( ) __________________________

Fax/Internet address:_______________________________________________________________________________

Description and date(s) of commodities and services provided: _____________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

3. Reference Name: _____________________________________________ Contact: _____________________________

Address: ____________________________________________________ Phone: # ( ) __________________________

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.: 10-5768

PAGE 19 OF 27

ATTACHMENT D: BIDDER INFORMATION SHEET

VENDOR NOTE: THIS SECTION MUST BE COMPLETED AND THIS FORM RETURNED WITH YOUR BID

RESPONSE

1. In accordance with

Wisconsin Statutes 16.75(3m), 16.752 and 560.035(1)(c)

, (see website: http://www.doa.state.wi.us/deo/mbe/report2.asp) please indicate if you are a Wisconsin Certified minority business, sheltered workshop center or woman owned business:

____ Minority (MBE) ____Sheltered Workshop ____ Woman Owned Business (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.

MINORITY BUSINESS PARTICIPATION:

As a mandatory component of this proposal (or bid), you must complete the “Supplier Diversity, Minority Business Enterprise (MBE) Program Commitment” form that is a part of this document.

I have reviewed, completed and enclosed the “Diversity, Minority Business Enterprise (MBE) Program

Commitment

” form.

____________ YES ____________ NO

5.

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.: 10-5768

PAGE 20 OF 27

ATTACHMENT E

SUPPLIER DIVERSITY, MINORITY BUSINESS ENTERPRISE (MBE) PROGRAM COMMITMENT

CONTRACT N

UMBER

:

10-5768

DATE

As an agency of the State of Wisconsin, the University of Wisconsin-Madison shares the state goal of spending 5% of total purchases with certified minority businesses. State policy provides that Minority owned Business Enterprises

(MBE) certified by the Wisconsin Department of Commerce; Bureau of Minority Development should have the maximum opportunity to participate in the performance of its contracts. To support the University’s pursuit of the 5% goal we expect all contracted vendors to proactively subcontract with MBE companies wherever possible.

Your complete response to the questions below will confirm the following; a)

an indication that you understand

the University’s goal, b)

a listing of

vendors with which you intend to subcontract, c)

a description of the

MBE expenditures you will be able to report

to us, and

d) a statement expressing your commitment

to complete the annual report that will reflect your subcontracting efforts for the year.

A listing of certified minority businesses, as well as the services and commodities they provide, is available on the web at: http://www.doa.state.wi.us/mbe or you can contact Keith E. Broadnax, Wisconsin Department of Administration,

Minority Business Enterprise Program at 608-267-3293 [email protected]

.

Information regarding certification of minority businesses is available at: http://www.doa.state.wi.us/deo/mbe/report2.asp

or you can direct further questions to Seyoum Mengesha at 414-220-5362 or [email protected]

Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(4), and 16.755 and 560.036(2), and details about the program can be found at: http://www.legis.state.wi.us/acts89-93/83Act390.pdf

Please complete and sign the following information:

1. Our company is a Wisconsin certified MBE. purchasing dollars with certified MBE firms.

2. We are aware of, and support the University’s goal to spend 5% of their total

_____ YES _____NO

_____ YES _____NO

3. If this is an on-going contract, we are aware that our company will receive an annual

request from the University to report all expenditure activity with sub-contracted

MBE vendors in support of this contract. _____ YES _____NO

4. Our company intends to subcontract the indicated dollar volume with the MBE firms listed below:

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

______________________________

Signature

________________________

Date

______________________________

Printed name

________________________

Title

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 21 OF 27

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. The University reserves the right to increase or decrease quantities to meet actual needs.

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.

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.

UNIVERSITY OF WISCONSIN CONTRACT NO.: 10-5768

MADISON, WISCONSIN 53715-1218 PAGE 22 OF 27

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

.

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.

UNIVERSITY OF WISCONSIN CONTRACT NO.: 10-5768

MADISON, WISCONSIN 53715-1218 PAGE 23 OF 27

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.

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.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 24 OF 27

27.0

PROPRIETARY INFORMATION:

Any restrictions on the use of data contained within a request must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law.

Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of

Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0

DISCLOSURE:

If a state public official (s. 19.42, 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 exemp t 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.

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 25 OF 27

ATTACHMENT G - APPLICABLE FEDERAL RULES

COMPLIANCE WITH LAWS:

The preferred vendor shall warrant and certify that in the performance of the resultant agreement it has complied with or will comply with all applicable statutes, rules, regulations and orders of the United States, and any state or political subdivision thereof, including laws and regulations pertaining to labor, wages, hours and other conditions of employment. All materials, equipment, and supplies provided to the members must comply fully with all safety requirements, rules of the Industrial Commission on Safety, and all applicable OSHA Standards.

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. As a part of this bid document there is debarment language and a signature block for you to self certify your debarment status on the Bidder Response Sheet. Failure to supply this information may disqualify your bid.

Information on debarment is available at the following websites: www.epls.gov and www.arnet.gov/far/.

DEVELOPMENT OF DISADVANTAGED SUPPLIERS:

The University is committed to encouraging the development of minority, women-owned, and otherwise small and disadvantaged businesses. The selected preferred vendor shall make effort to subcontract with minority, womenowned and otherwise small and disadvantaged businesses. A quarterly report will be required indicating the extent of effort and members’ participation. The report will be in a format acceptable to University.

GENERAL PROVISIONS AND CERTIFICATIONS FOR GOVERNMENT CONTRACTS:

The following clauses are applicable and are hereby incorporated by reference into solicitations and any purchase orders with the same force and effect as if set forth in full text. To the extent that an earlier version of any such clause is included in the prime contract or subcontract under which solicitation or purchase order is issued, the date of the clause as it appears in such prime contract or subcontract shall be controlling and said version is incorporated herein.

Where necessary to make the context of the Federal Acquisition Regulations (FAR), Department of Defense Federal

Acquisition Regulation Supplement (DFARS), and Code of Federal Regulations (CFR) clauses set forth in these

General Provisions applicable to this solicitation or subcontract, the term “Contractor” shall mean “Subcontractor”,

“Seller” or “Supplier”, the term “Contract” or “Subcontract” shall mean “Purchase Order”, the term “Government” shall mean “Buyer” or “University” and the term “Contracting Officer” shall mean “Buyer’s Purchasing Representative”. It is intended that the referenced clauses shall apply to Seller, the legal entity which contracts with the University under any solicitation or purchase order, in such manner as is necessary to reflect the position of Seller as a Supplier to the

University, Buyer and legal entity issuing a solicitation or purchase order; to insure Seller’s obligations to the University and the United States Government; and to enable the University to meet its obligations under its prime contract or subcontract.

The clauses incorporated by reference may be found in the Federal Acquisition Regulations (FAR), the DOD Federal

Acquisition Regulation Supplement (DFARS), or the Code of Federal Regulations (CFR). Copies may be purchased from the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402, or see the following websites for more information: http://farsite.hill.af.mil/VFFARA.HTM

(click “

FARSEARCH

” tab) http://www.gpoaccess.gov/cfr/index.html

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

CONTRACT NO.: 10-5768

PAGE 26 OF 27

FAR (52 Series) / DFARS (252 Series)

52.202-1

52.204-2

52.215-16

52.215-17

52.227-10

52.232-8

52.232-25

52.233-3

Definitions (Dec 2001)

Security Requirements (Aug 1996) (Alt. I)

Facilities Capital Cost of Money (Oct 1997)

Waiver of Facilities Capital Cost of Money (Oct 1997) (when cost of money is not proposed)

Filing of Patent Applications

– Classified Subject Matter (Apr 84)

Discount for Prompt Payment (May 1997)

Prompt Payment (Feb 2002)

52.243-1

52.245-2

52.245-18

52.249-1

52.249-8

52.251-1

52.253-1

252.225-7001

252.225-7002

252.225-7007

Protest After Award (Aug 96) (Alt. I)

Changes

– Fixed Price – Alt. II (Apr 84)

Government Property (Fixed Price Contracts) (Dec 89)

Special Test Equipment (Feb 93)

Termination for Convenience of the Government (Fixed Price) (Short Form) (Apr 84)

Default (Fixed-Price Supply and Service) (Apr 84)

Government Supply Sources (Apr 94)

Computer Generated Forms (Jan 91) March 27, 1997

Buy American Act and Balance of Payments Program (Mar 1998)

Qualifying Country Sources as Subcontractors (Dec 91)

Trade Agreements Act (Sep 2001)

252.225-7009

252.225-7016

252.227-7013

252.227-7026

252.227-7027

252.227-7030

252.227-7037

252.227-7039

252.251-7000

Duty-Free Entry-Qualifying Country End Products and Supplies (Aug 2000)

Restriction on Acquisition of Ball and Roller Bearings (Dec 2000)

Rights in Technical Data and Computer Software (Nov 1995)

Deferred Delivery of Technical Data or Computer Software (Apr 88)

Deferred Ordering of Technical Data or Computer Software (Apr 88)

Technical Data - Withholding of Payment (Mar 2000)

Validation of Restrictive Markings on Technical Data (Sep 1999)

Patents-Reporting of Subject Inventions (Apr 90)

Ordering from Government Supply Sources (May 1995)

CFR : 2 CFR 215 Uniform Administrative Requirements for Grants and Agreements With

Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations (OMB Circular A-110)

Applicable when fixed price is greater than $2,500:

FAR (52 Series)

52.222-3

52.222-19

52.225-13

52.232-23

52.232-23

Convict Labor (Aug 1996)

Child Labor

– Cooperation with Authorities and Remedies (Dec 2001)

Restrictions on Certain Foreign Purchases (Jul 2000)

Assignment of Claims (Jan 86)

Assignment of Claims (Jan 1986)

Applicable when fixed price is greater than $10,000:

FAR (52 Series)

52.222-20

52.222-21

52.222-22

52.222-26

52.222-36

Walsh-Healy Public Contracts Act (Dec 96)

Prohibition of Segregated Facilities (Feb 1999)

Previous Contracts & Compliance Reports (Feb 1999)

Equal Opportunity (Apr 2002)

Affirmative Action for Workers with Disabilities (Jun 1998)

UNIVERSITY OF WISCONSIN

MADISON, WISCONSIN 53715-1218

Applicable when fixed price is greater than $25,000:

CONTRACT NO.: 10-5768

PAGE 27 OF 27

By submitting a signed proposal or quotation in response to the University’s solicitation, the supplier is providing a negative assurance in accordance with FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed

Debarment, and Other Responsibility Matters. Certification in paragraph (a) of this clause is material representation of fact upon which reliance is placed when making any resulting award.

FAR (52 Series) / DFARS (252 Series)

52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or

52.222-35

52.222-37

252.227-7036

252.231-7000

Proposed for Debarment (Jul 95)

Affirmative Action for Special Disabled and Vietnam Era Veterans (Dec 2001)

Employment Reports on Special Disabled Veterans and Veterans of the Vietnam Era (Dec 2001)

Certification of Technical Data Conformity (May 87)

Supplemental Cost Principles (Dec 91)

252.246-7000 Material Inspection and Receiving Report (Dec 91)

(Note: Not required for subcontracts for which the deliverable is a scientific or technical report.)

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