14-5272 Request for Bid Package
University of Wisconsin - Madison REQUEST FOR BID AGENT: Lisa Clemmons Questions regarding this bid – see Section 3.1 THIS IS NOT AN ORDER OFFICIAL SEALED CONTRACT NUMBER: ISSUE DATE: 3/11/14 DUE DATE: 3/24/14 If NO BID (check here) 14-5272 2:00 PM CDT and return. For Submittal of Bid Instructions – see Section 1 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. 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. Athletic Digital Video Editing Equipment for the period April 1, 2014 through March 31, 2015 or one year after date of award, and will be automatically renewed for 2 additional one-year terms. The current contract may be viewed at http://www.bussvc.wisc.edu/purch/contract/wp5272.html. 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 the controlling document for any resulting contract. 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. 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. Further, bidder certifies that no employee of the University whose duties relate to this request for bid assisted the bidder in preparing the bid in any way other than in his or her official capacity and scope of employment. The Bidder certifies by submission of the bid that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. 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.: 14-5272 TABLE OF CONTENTS SECTION #1: SUBMITTAL INSTRUCTIONS PAGE 1-2 SECTION #2: GENERAL INFORMATION 2.1 Purpose 2.2 Definitions 2.3 VendorNet 2.4 Orders 2.5 Campus Delivery Requirements 2.6 Parking 2.7 Promotional Materials/Endorsements 2.8 Energy Star 2.9 Supplier Diversity 3-5 SECTION #3: RFB PROCESS INSTRUCTIONS 3.1 Clarifications and/or Revisions through Designated Contact 3.2 Applicable Dates 3.3 Term of Contract 3.4 Oral Presentations, Product Demonstrations and Site Visits (Pre Award) 3.5 Proprietary Information 3.6 Reasonable Accommodations 3.7 Method of Bid 3.8 Method of Award 6-7 SECTION #4: BIDDER QUALIFICATIONS 4.1 Bidder Information 4.2 Bidder Experience 4.3 Authorization 4.4 Client List/References 4.5 Minimum Order 4.6 Debarment 8 SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS 5.1 Firm Prices 5.2 F.O.B. Destination 5.3 On Site Service 5.4 Timeliness of Delivery 5.5 Item Return Policy 5.6 Additional Items/Services 5.7 Invoicing Requirements 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 Record and Audit 5.15 Entire Contract 9-12 SECTION #6: SPECIFICATIONS 6.2 Warranty 13 ATTACHMENT A BIDDER RESPONSE SHEET ATTACHMENT B SPECIFICATIONS AND ITEMIZED BID LIST ATTACHMENT D VENDOR INFORMATION SHEET ATTACHMENT E CLIENT REFERENCE LIST ATTACHMENT F STANDARD TERMS AND CONDITIONS 14-15 16-17 18-19 20 21-25 UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 1 OF 25 INTRODUCTION SECTION #1: SUBMITTAL INSTRUCTIONS BIDS MUST BE DELIVERED TO: Purchasing Services, 21 N. Park Street, Suite 6101, Madison, WI 53715-1218. NUMBER OF COPIES TO BE SUBMITTED: Two (2) hard copies of the completed bids, including the signed original, may be mailed, delivered by Bidder, or by a thirdparty/courier service in a sealed envelope or package with the RFB number on the outside. Bids must be received and date/time stamped prior to 2:00 p.m. CDT on the stated bid due date. Bids not so date/time stamped shall be considered late. Late bids shall be rejected. RETAIN A COPY OF YOUR BID RESPONSE FOR YOUR FILES If hand delivering to Purchasing Services, please come to the 6th Floor Reception Desk in Suite 6101 and call 608-262-1526 for assistance. If faxing or e-mailing, the University will accept completed bids faxed to (608)262-4467 or e-mailed to [email protected] provided they are date/time stamped prior to 2:00 p.m. CDT on the stated bid due date . 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. E-mail submissions must be a scanned copy of the document with ACTUAL signatures and initials (not typed or electronic signatures), or those pages that require signatures and/or initials must 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 2 OF 25 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: Below is a label that can be taped to the outside of your sealed bid response. If returning your bid response by mail or in person, please fill out the information and tape to the outside of your bid package. OFFICIAL SEALED BID NUMBER: 14-5272 DUE DATE: 3/24/14 TIME: 2:00 PM CDT SHIP FROM: VENDOR NAME HERE: ______________________________________ ADDRESS: ________________________________________________ ________________________________________________ ________________________________________________ SHIP TO: UNIVERSITY OF WISCONSIN-MADISON PURCHASING SERVICES 21 N PARK ST, SUITE 6101 MADISON, WI 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. Request for Bid Form (signed) 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) Itemized Bid List (Attachment B) Vendor Information Sheet (Attachment C) Client Reference List (Attachment D) UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 3 OF 25 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 Intercollegiate Athletics, hereinafter referred to as "Athletics," requests bids for the purchase of athletic digital editing equipment. Athletics has been using XOS digital technology for their coaching video solutions since 2006. We currently have seven sports that utilize this technology. It is the intention of Athletics to replace or purchase additional hardware/software to advance our current situation. Scope: See Specifications (Section 6 and Attachment B) and/or Itemized Bid List (Attachment B) 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. 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. 2.2 Definitions: The following definitions are used throughout this document: 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 Division of Intercollegiate Athletics. 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 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 $50,000.00) as solicited by all state agencies. To obtain information on the state’s bidder registration, 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, call 264-7898. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 2.4 CONTRACT NO.: 14-5272 PAGE 4 OF 25 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.). 2.4.1 Specific order(s): issued as one-time orders. 2.4.2 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. 2.4.3 Purchasing Card order(s): issued as one-time order(s). 2.5 Campus Delivery Requirements: 2.5.1 Delivery of orders shall be made to University departments five days per week, Monday through Friday, during normal University business hours. 2.6 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. 2.7 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. 2.8 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. 2.9 Supplier Diversity 2.9.1 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 Wisconsin Certified minority-owned business enterprises should have the maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly urged to use due diligence to further this policy by awarding subcontracts to minority-owned business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal of awarding at least 5% of the contract price to such enterprises. The supplier/contractor shall furnish information at least once per year, in the format specified by the University, about its purchases (including dollar amounts) from Wisconsin certified MBEs, and additional efforts made to achieve this goal. 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://www.doa.state.wi.us/mbe/report2.asp?locid=0 UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 2.9.2 CONTRACT NO.: 14-5272 PAGE 5 OF 25 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. 2.9.3 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.: 14-5272 PAGE 6 OF 25 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. Lisa Clemmons ADMINISTRATIVE: UW Purchasing 21 N Park St, Suite 6101 Madison, WI 53715-1218 E-mail: [email protected] PHONE 608/262-0354 -- FAX 608/262-4467 TECHNICAL: ROB PORTEUS E-mail: [email protected] PHONE 608/263-6451 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. Any contact with University employees concerning this RFB are prohibited, except as authorized by the RFB manager during the period from date of release of the RFB until the notice of award is released. Contacting anyone other than the Designated Contact(s) above may disqualify your RFB. 3.2 Applicable Dates: Date Event March 11, 2014 Date of Issue of the RFB March 17, 2014_ Written questions due March 24, 2014 -- 2:00 PM CDT RFB Due Date (Local Madison Time) April 1, 2014 Contract Term Begins 3.3 Term of Contract The initial term of this contract shall be April 1, 2014 or date of award, through March 31, 2015. This contract will be automatically renewed for two 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 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 validate information submitted with 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. These events cannot be used as an opportunity to alter bids submitted. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 7 OF 25 3.5 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/doa3027.doc 3.6 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. 3.7 Method of Bid: Bidder must submit a net unit price and extended net total for each item and a total price by lot as designated. Prices listed should be in US dollars unless otherwise indicated. 3.8 Method of Award: Award(s) shall be made on the basis of the lowest extended net lot total 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. 3.8.1 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. 3.8.2 A demonstration of item/service may be required before contract award. Location will be determined and negotiated after bids are opened but before the Contract award is made. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 8 OF 25 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 Information: Bidder must complete the attached Vendor Information Form (Attachment C) to identify designated contact people, to provide information regarding the size of the bidder’s company, and other information as requested. All sections of this form must be completed. 4.2 Bidder Experience: Bidder company or its principals must be in the business of providing athletic digital video editing equipment and must have done so for the past five 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. 4.4 Client List/References: Bidder must supply upon request 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 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.sam.gov and https://acquisition.gov/far/current/html/Subpart%209_4.html . UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 9 OF 25 SECTION #5: PERFORMANCE AND CONTRACT REQUIREMENTS PRICE LISTS: All price lists should be submitted via paper copy and CD/DVD/Flash Drive in Excel, Word or PDF format. Referencing your website for pricing information is not sufficient. 5.1A 5.2 Firm Prices: 5.1.1 Prices must remain firm for the initial contract term. Prices established may be lowered due to general market conditions or negotiations between the Contractor and the University. 5.1.2 Price increase requests proposed after the initial Contract term, along with an updated Price List, must be received by Purchasing in writing 60 calendar days prior to the beginning of the next contract term 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. An acceptance of the price list change will be in the form of an amendment to the contract. 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 Contractor should promptly notify Purchasing of new or discontinued items. F.O.B. Destination, All deliveries shall be FOB Destination. Delivery charges and risk of loss shall be borne by the Contractor. 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 1440 Monroe St., Madison WI 53711 Bid prices must include all packing, freight, insurance charges and installation/operation manuals, excluding any import/export costs. 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 additional cost will be added to the bid total and will serve as the basis for determining the award. 5.3 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 charges. 5.4 Timeliness of Delivery: Delivery is desired as soon as possible after receipt of an order. 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). 5.5 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. 5.6 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.7 CONTRACT NO.: 14-5272 PAGE 10 OF 25 Invoicing Requirements: Invoices for Purchase Orders: 5.7.1 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 At the discretion of Purchasing, invoices not reflecting the correct discount or net prices may be short paid or disputed. 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 5.7.1 and should be sent to the address given at the time of the order is placed. 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 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 and the Contractor’s liability policies. The certificate holder shall be listed as the University of Wisconsin-System Administration or System campus for their respective purchases. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.11 5.12 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. Activity Reports: Contractor should be able to report on an annual basis all items/services purchased against this contract during the designated report period, including but not limited to: 5.13 CONTRACT NO.: 14-5272 PAGE 11 OF 25 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 proposal prices per the Contract Contract Termination 5.13.1 The University may terminate the Contract at any time, without cause, by providing 60 days written notice to the Contractor. If the Contract is so terminated, the University is liable only for payments for products provided or services performed, to the extent that any actual direct costs have been incurred by the Contractor pursuant to fulfilling the contract. The University will be obligated to pay such expenses 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 of such failure and demand that the same be remedied within 7 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 or Specifications. 5.13.3 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. 5.13.4 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 Standard Terms and Conditions, Section 22.0, 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 Athletics UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 5.14 CONTRACT NO.: 14-5272 PAGE 12 OF 25 Record and Audit The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin and local ordinances. The University shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor related to this contract. The Contractor shall retain all applicable documents for a period of not less than five years after the final contract payment is made. The University reserves the right to inspect any facilities used to support this Contract. 5.15 Entire Contract A contract will be awarded based on the criteria established in this Request for Bid, including attachments and any amendments issued. The RFB, the bid response, and written communications incorporated into the 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 Bid Number 14-5272, dated March 11, 2014 including amendments/ attachments Bidder response to RFB. Official Purchase Order (when applicable) Any other terms and conditions provided by the Bidder with the bid or for future transactions against this contract, including but not limited to click on agreements accepted by the Customer; shrink wrapped agreements; or terms submitted with quotations, order acknowledgements, or invoices; will be considered null and void and will not be enforceable by the Contractor unless agreed to in a written amendment signed by the University Purchasing Department. Any exceptions to this RFB should be submitted with your response and alternative language proposed. (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 bid response as an attachment. 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. Submitting a standard Bidder contract or term and condition as a complete substitute or alternative for the language in this solicitation will not be accepted and may result in rejection of the 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 13 OF 25 SECTION #6 SPECIFICATIONS SPECIFICATIONS OF ITEMS/SERVICES TO BE PROVIDED: See Specifications (Section 6 and Attachment B) and/or Itemized Bid List (Attachment B) for the minimum acceptable specifications for items/services desired. UW Specifications may not be revised without an official written amendment issued by Purchasing. 6.1 The manufacturer’s items shown on the Itemized Bid List are currently being used at UW-Madison. Adequate detailed specifications of the items/services being offered or bid must be included with your bid. Bidder may offer an alternate manufacturer items/services believed to be an equal to those listed. Any alternate items/services bid must be clearly identified by manufacturer and catalog, model or stock number. Detailed specifications of the alternate items/services offered must be included with your bid to establish equivalency and to insure that the items/services being bid meets all specifications. The University will be the sole judge of equivalent acceptability between Bidders responses. Failure to provide the request product specifications and information for items/services bid may disqualify your bid. 6.2 Warranty: 6.2.1 Contractor must honor, at a minimum, the manufacturer's standard warranty on items and/or parts purchased under this contract. Bidder should indicate warranty term on Bidder Response Sheet and should enclose standard warranty documents with your bid. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 14 OF 25 ATTACHMENT A: BIDDER RESPONSE SHEET NOTE: This form must be returned with your bid response. Numbers for each question below refer to the corresponding section of this document that explains the requirement. Bidder may attach additional relevant information to their bid response; identify sections to which information applies. ========================================================================================== YES SUBMITTAL INSTRUCTIONS Have you included two complete set(s) of your bid? (only one (1) copy required if faxing or e-mailing) 1.1 Have you completed and returned all forms required? 2.4 What order method will you accept orders against this contract: E-mail Fax Internet Mail Phone Other: ______________________________________________ 2.8 Which of your items meet the Energy Star requirements? _______________________________________________________ _______________________________________________________ _______________________________________________________ 4.2 Are you in the business of providing athletic digital editing equipment and has your company or its principals done so for the past five years? 4.3 Are you an original manufacturer, authorized distributor, or dealer authorized by manufacturer with service and repair capabilities for the item? 4.4 Will you provide a client list? (see Attachment D) 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? 5.1.1 Firm Prices Do you agree to firm prices as stated? 5.1.2 Do you agree with process and timeframe identified for accepting price increases? 220.127.116.11 Non-listed, Related Items: Do you agree to firm discounts as stated? 5.2 Are you bidding all prices F.O.B. Destination, delivery charges and risk of loss borne by the Contractor? (Be sure to read Section 5.2 carefully) 5.3 Are you bidding all prices On Site Service? (Be sure to read Section 5.3 carefully) NO UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 15 OF 25 YES 5.4 State delivery time ____ days After Receipt of Order (ARO). Will you notify ordering department of backorders, discontinuation or delays as stated? 5.5 Do you agree with return policy? If not, state your return policy in detail. 5.7 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. _________________________________________________________________________ 5.8 Do you agree to terms regarding duplicates and overshipments? 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 and the Contractor’s 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? 5.15 Have you documented exceptions in the format requested? 6.1 Are you bidding items as specified on the Itemized Bid List? If “NO”, include information on alternates as required in Section 6.1 with your bid response. 6.2 Will you honor manufacturer standard warranty? If YES, have you enclosed standard warranty documents? Warranty term: __________________ NO UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 16 OF 25 ATTACHMENT B: SPECIFICATIONS and ITEMIZED BID LIST ITEM DESCRIPTION 1 2 3 4 5 6 7 8 9 10 MS36 (2.8TB) Media Server to be incorporated with Thunder software upon delivery MS60 (11TB) Media Server to be incorporated with Thunder software upon delivery MS160 (42TB) Media Server to be incorporated with Thunder software upon delivery MS260 (58TB) Media Server w/ Hot Spare to be incorporated with Thunder software upon delivery MS36 Plus Network Database Server to be incorporated with Thunder software upon delivery Dell E6430 Base Laptop. Laptops need to have XOS Thunder Software installed upon delivery Dell E6530 Base Laptop. Laptops need to have XOS Thunder Software installed upon delivery Laptop E6520 & 30 series HDD 750GB XOS Westy USB Remote with Laser, 15' cable length XOS Bolt - Mobile Coaching Remote PRICE $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ 11 12 13 14 15 16 17 Panasonic Recorder AGHMR10PJU AG-HMC40APJ Camera Package - Camera remote, Extra Battery, Travel Case, Tripod, Rain cover, 8GB SD cards x 4 AG-AC130APJ Camera Package - Camera remote, Extra Battery, Travel Case, Tripod, Rain cover, 8GB SD cards x 4 AG-AC160APJ Camera Package - Camera remote, Extra Battery, Travel Case, Tripod, Rain cover, 8GB SD cards x 4 ICE - NCAA FB X-Info - Annual NCAA Subscription ICE - NCAA FB Player Participation - Annual NCAA Subscription Annual Thunder HD Cloud Distribution Services Module - Hours $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 18 19 20 21 22 23 24 25 26 27 ThunderCloud Scout - Annual Basketball Subscription ThunderCloud Scout - Annual Hockey Subscription ThunderCloud Scout - Annual Football Subscription ThunderCloud Scout - Annual Soccer Subscription ThunderCloud Scout - Annual NCAA Subscription ThunderCloud Playbook – Annual Team Subscription ThunderCloud Playbook – Annual 15 User Subscription ThunderCloud xChange - Annual Subscription - Single Sport ThunderCloud xChange - Annual Subscription - Department Wide ThunderCloud xChange - Annual Subscription - Archive LOT TOTAL (ITEMS 1-27) CONTRACT NO.: 14-5272 PAGE 17 OF 25 $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ $_____________ UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 18 OF 25 ATTACHMENT C – VENDOR INFORMATION FORM VENDOR NOTE: BOTH PAGES OF THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR BID RESPONSE. 1. Company and Contact Information Company Name: Company Website Contact for questions regarding this Bid Name: Telephone: Fax Email Fax Email Fax Email Fax Email Fax Email Fax Email Contract Renewals / Problems Name: Telephone: Sales Representative Name: Telephone: Ordering / Expediting Name: Telephone: Returns Name: Telephone: Invoice Information Name: Telephone: Affirmative Action (see Section 17 in Standard Terms and Conditions) Name: Address: City/State/Zip: Telephone: Fax Email Supplier Diversity Reporting (see Section 2.9) Name: Address: City/State/Zip: Telephone: Fax Email UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 19 OF 25 VENDOR INFORMATION FORM CONT. 2. In accordance with Wisconsin Statutes 560.035, 560.0335 and 560.036, 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.doa.state.wi.us/section.asp?linkid=232&locid=0 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.) 3. 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) 4. 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 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), Vermiculite 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.: 14-5272 PAGE 20 OF 25 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.: 14-5272 PAGE 21 OF 25 ATTACHMENT E: 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 MADISON, WISCONSIN 53715-1218 10.0 CONTRACT NO.: 14-5272 PAGE 22 OF 25 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. 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 AND COMPLIANCE: 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. The State of Wisconsin shall not enter into a contract with a vendor, and reserves the right to cancel any existing contract, if the vendor or contractor has not met or complied with the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. 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 employee 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 fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the Contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the Contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency. 17.3 The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin 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. UNIVERSITY OF WISCONSIN MADISON, WISCONSIN 53715-1218 CONTRACT NO.: 14-5272 PAGE 23 OF 25 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 27.0 CONTRACT NO.: 14-5272 PAGE 24 OF 25 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 by Contractor. 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 employees 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 employee 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 emails 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) 2617577. 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.: 14-5272 PAGE 25 OF 25 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. 37.0 CHILD ABUSE NOTIFICATION: Contractor, per Executive Order 54, is required to make a report of child abuse or neglect immediately if, in the course of service, the Contractor observes or learns of an incident or threat of child abuse or neglect, and the Contractor has reasonable cause to believe that child abuse or neglect has occurred or will occur. A report must be made personally or by telephone to UWPD. Reports are to be made to: Emergency Phone Number: 911. Non-Emergency Phone Numbers: UW Police Department 608-264-2677. 38.0 RELEASE OF INFORMATION: Contractor shall not report or release information concerning University of Wisconsin System or its campuses students, employees or customers to third parties without the University’s prior written approval. Any such report or release of information shall, at a minimum, comply with those requirements enumerated in the Gramm-Leach-Bliley Act, 15 USC 6801 et seq., University standards for safeguarding such information, and all other applicable laws regarding consumer privacy.
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