D17-064-O.docx

State of Wisconsin – UW-Milwaukee Wis. Statutes s.16.75

DOA-3070 (R08/2003) UWM-3070 (R10-13)

Name(contact for further information): Donna Lumsden

Email: uwmbids@uwm.edu

Phone: (414) 229-6011

See section 3.4 for rules regarding communications during a Bid.

Deadline for Questions: 6/20/17 @ 2 p.m. CDT

Due Date:6/30/17 @ 2 p.m. CDT

Available submission methods:

|_| Physical Receipt by Purchasing Office (See Section 3.5.1. for instructions) |_| Email (See Section 3.5.2 for instructions)

BID RESPONSIVENESS: To be considered responsive, the Bidder must submit the following (Bidder must check the respective boxes to indicate compliance with each requirement) |_| Request for Bid Cover Sheet |_| Bid Response (Exhibit A) |_| Any exceptions to Contract Terms and Conditions. See section 4.1. and State of Wisconsin Supplemental Terms and Conditions of Bid For Services located at http://vendornet.state.wi.us/vendornet/doaforms/doa-3681.doc; DOA-3681 |_| Vendor Information Form - (http://vendornet.state.wi.us/vendornet/doaforms/doa-3477.doc; DOA-3477) |_| Vendor Reference Form (http://vendornet.state.wi.us/vendornet/doaforms/doa-3478.doc; DOA-3478) (Must demonstrate 3 years in business providing like items) |_| Confidentiality Form, if desired (http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc; DOA-3027)

The undersigned has legal authority to bind the Bidder to this Bid.

|_|Yes |_|No Note: Failure to check “Yes” will result in the Bid being considered non-responsive and ineligible for award.

The undersigned claims minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Administration. If you have questions concerning the certification process, contact the Wisconsin Department of Administration, 101 E. Wilson Street, 6th Floor, Madison, WI 53707 (608) 267-7806.

|_|Yes |_|No

The undersigned bidder is a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53702, (608) 266-2605.

|_|Yes |_|No

Wis. Stats. s. 16.754 directs the State to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our Bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States.

|_|Yes |_|No |_|Unknown

By signing this, the undersigned also certifies that neither bidder nor any person or entity associated with the bidder has, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a bid; that this Bid has been independently arrived at without collusion with any other bidder, competitor or potential competitor; that this Bid has not been knowingly disclosed prior to the opening of bids to any other bidder or competitor; that the above statements are accurate under penalty of perjury; that false, misleading or missing information may disqualify the bid; and that neither the bidder 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 (see www.sam.gov and https://acquisition.gov/far/current/html/Subpart%209_4.html).

|_|Yes |_|No

The undersigned and the respondent will comply with all terms, conditions and specifications set forth in this Bid.

|_|Yes |_|No Note: Failure to check “Yes” will result in the quote/Bid being considered non-responsive and ineligible for award.

Bidder’s email:

City, State, Zip Code of Bidder:

Signature of authorized Bidder representative Federal Employer Identification No (or social security if sole proprietor) (voluntary)

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

1.0 GENERAL INFORMATION

1.1 ISSUING AGENT: University of Wisconsin-Milwaukee issues this Bid on behalf of the Board of Regents of the University of Wisconsin System as an agency of the State of Wisconsin. The University of Wisconsin--Milwaukee is hereafter referred to as “UWM”.

1.2 DEFINITIONS:

1.2.1 “Bidder” means a firm submitting a Bid in response to this Request for Bid. May be referred to as “Vendor” or “Supplier” or “Contractor.”

1.2.2 “Contract” means the document(s) constituting the agreement resulting from this Bid award.

1.2.3 “Bid Cover Sheet” means the first page of this Bid.

1.2.4 “State” means State of Wisconsin. UWM is an agency of the State and any legal obligations that run to the benefit of the State apply equally to UWM.

1.2.5 “RFB” or “Bid” means this Request for Bid.

1.2.6 “Successful Bidder” means the Bidder to whom this Bid is awarded. May be referred to as “Contractor”, “Vendor” or “Supplier” or “Contractor.”

1.2.7 “Prevailing Wage Rate” means the rate obtained after UWM completes a wage rate determination through the US Labor Department per US Code 40 U.X.C. 3142. This is required if a single job is expected to reach a cost of $48,000 for a single trade or $100,000 for two or more trades when labor is 85% of the cost.

1.3 GENERAL DESCRIPTION/PURPOSE OF THE REQUEST FOR BID: The purpose of this document is to provide interested parties with information to enable them to prepare and submit a Bid for Steam fitting Services. The items sought pursuant to the Bid will be used to issue a long term contract for these services for use by the UWM Department of Facilities or other campus departments, if needed. The University reserves the right to request a lump sum, not to exceed, cost for a particular job.

2.0 SPECIFICATIONS

1. WORK REQUIREMENTS:

The successful contractor shall be responsible for sheet metal work and all aspects related to the sheet metal trade functions of University of Wisconsin ‑ Milwaukee buildings as specifically requested. Normal working hours for this service shall be 7:00 AM to 3:30 PM, Monday through Friday. Second shift and weekend work, if required, will be compensated at the higher rates specified in the Bid Form.

The successful contractor will be required to: 1) provide job estimates when requested at no charge, 2) install complete sheet metal work as required to complete job, 3) furnish air balancing expertise and labor as required, 4) furnish all material as needed, 5) furnish all vehicle(s), tools and equipment as necessary, 6) troubleshoot as required, 7) move equipment and/or furniture as needed.

Contractor will also be required to provide service on an emergency basis 24 hours per day seven days per week. Response time for such service shall not exceed two (2) hours. If appropriate, contractor shall provide in its quote a separate hourly charge for emergency service. Contractor shall provide a specific telephone number to be used for requesting emergency served.

All tools will be furnished by the contractor at no additional cost to the owner. Installations shall be concealed or surface mounted consistent with existing conditions unless otherwise stipulated by owner. All standard tools, light equipment and safety equipment furnished by contractor shall be included in the wages that are bid.

Job foremen and other Contractor personnel that operate service vehicles must be equipped to communicate by cellular phone.

2. PERFORMANCE:

Work shall be of good quality. The contractor shall employ only journey-persons that have served an apprenticeship and indentured apprentices that meet the requirements listed in the Dictionary of Occupational Classifications and Work Descriptions. All workers shall be skilled in the tasks to which they are assigned. References as to work performed that is similar to work requested by the University should be provided on the “Vendor Reference Page”. One or more poor references, or the inability to obtain references, may result in rejection of bid. The University of Wisconsin ‑ Milwaukee may, at its sole discretion, require the Contractor to dismiss from the work any employee or employees that the University may deem incompetent, or careless, or insubordinate, or otherwise objectionable.

Contractors shall have in their employ, or under their control, sufficient qualified and competent personnel to commence work within 48 hours of request and in accordance with a schedule or work program approved by the University of Wisconsin ‑ Milwaukee.

3. WORK TIME:

For every job performed for Facilities Services, Contractor will be required to maintain a Physical Plant Services time sheet identified with a Work Order number and a Building number. These time sheets must be turned in to the responsible UWM supervisor on a weekly basis or deposited in a designated location on campus. No minimum charges will be allowed. UWM makes every effort to batch small projects. Contractor will only be paid for work at the job site. No charges for travel to and from the job site or for retrieving equipment or tools from a remote location. It is recommended that the Contractor provide an equipped service truck containing tools of the trade to avoid delays in service while on the site.

4. PROCEDURE FOR ORDERING WORK:

Contractor shall be required to provide personnel to work directly for UWM crafts worker supervisors or to perform assigned projects managed under Contractor’s supervision.

Work being performed shall be subject to requests for work stoppages or redirection if deemed necessary by UWM supervisory personnel.

5. PAYMENTS TO CONTRACTOR:

Payments will be made to the contractor upon his/her submittal, and verification by University of Wisconsin ‑ Milwaukee Facility Services or other organizations on the UWM campus, of an invoice accompanied by an itemized breakdown of the charges, including materials used, the worker's name, classification and hours worked. Each job shall be invoiced separately and shall be identified by building and dates that work was performed. Invoices that are based on hours worked that do not correspond to a time sheet for a specific job will be contested. Each invoice shall include the UWM purchase order number as well as the appropriate job reference, such as a Physical Plant Work Order number.

Invoices from Contractor’s suppliers must be provided for all material purchases and equipment rentals in excess of $100.00. Requirements for payment to be authorized are as follows:

1. Prior to the beginning of an individual job, the contractor shall make his/her presence known to an authorized representative of the UWM organization for which the work is being performed.

2. After the completion of an individual job, a copy of the contractor's work order or other work authorization for that particular job shall be left with an authorized representative of the UWM organization for which the work was performed. This work order or other work authorization must be signed by UWM’s authorized representative as an acknowledgment that the service has been received.

3. In the event that work is performed during overtime hours or when and where no authorized representatives are immediately available, the contractor shall submit the work order(s) or other work authorizations to their own office, and the contractor will then forward it/them to the responsible UWM organization.

4. It shall also be the responsibility of the contractor to review all work orders and other work authorizations and to include an explanation for all instances where there appear(s) to be an excessive amount of time for the work that was performed.

5. Contractor should be invoicing on a bi-weekly basis when performing on-going work.

Positive Approval will be required for all invoices submitted for work performed for the UWM Student Union.

6. APPRENTICES:

The contractor agrees that in the performance of this contract, or in the performance of any sub‑contracts entered into, apprentices will be employed in accordance with the maximum ratio of apprentices to journeypersons established by the Department of Workforce Development. It shall be the responsibility of the successful bidder to apply to the Apprenticeship and Training Division of Department of Workforce Development for a determination of apprenticeship requirements. Prevailing local rate shall be in accordance with the local union labor agreement and base rate will be paid on percentage based on time served in apprenticeship.

7. EMPLOYER‑EMPLOYEE RELATIONSHIP:

The contractor shall comply with all applicable federal, state and local laws regarding working conditions, hours of employment, overtime regulations, method and rates of payment and any other regulation regarding employer/employee relations.

8. CODES/PERMITS/PLAN APPROVALS:

All work performed shall comply with all applicable federal, state and local codes. Local permits (non‑fee) shall be the responsibility of successful bidder when required.

9. PARKING:

All parking arrangements must be made with: University of Wisconsin ‑ Milwaukee Parking and Transit Office, 2200 E. Kenwood Blvd., Milwaukee, Wisconsin 53211. Ph: 414-229-5644. The University will not pay parking costs as a line item charge. All parking costs should be factored into the contractor’s rates, in the Miscellaneous Cost, Overhead and Profit portion for prevailing wage rate jobs and in the hourly rate for non-prevailing wage rate jobs.

10. MAJOR PROJECTS

The University of Wisconsin ‑ Milwaukee reserves the right to bid any project it considers to be in its best interests and shall not be required to use this contract under such circumstances.

2.1 FOB DESTINATION INSTALLED Hourly rates must included all items as specified in “Work Requirements” above.

2.2 CONTRACT LENGTH: The contract will be for a three-year period from date of award, with an automatic two year extension, unless 60 day notice is given by the Contractor or UW-Milwaukee Purchasing. The contract will be extended on a month to month basis, until the award of a new contract.

2.3 AUTHORIZATION: Bidder must be an original manufacturer, authorized distributor, or dealer authorized by the manufacturer to provide service and repair capabilities for items subject to this Bid.

2.4 WARRANTY/SERVICE

2.4.1 Successful Bidder must provide a minimum of the manufacturer’s standard warranty for any materials used in the performance of this contract, and a minimum of a one-year warranty against defects in workmanship.

2.4.2 The warranty must offer replacement for that part of the product that proves defective because of improper workmanship and/or material under normal installation use, service or maintenance with no additional charge for parts, labor, travel or any other any other charge. If Successful Bidder is unable to provide a replacement or repair in a timely manner, UWM may require refund of the purchase price in exchange for return of the product at no extra expense to UWM.

2.4.3 Any and all equipment must be warranted to be capable of performing at effective levels in accordance with manufacturers’ specifications, manufacture’s advertised data sheets and manufacturer’s technical publications.

2.4.4 Successful Bidder must provide unlimited call-back maintenance service during normal business hours. hours of 8 a.m. to 5 p.m., Monday through Friday, excluding holidays

2.4.5 UWM shall have the option to contract with another vendor to repair or service machines if the Successful Bidder is unable to repair equipment for any reason or make necessary repairs on a timely basis.

2.5 MINIMUM YEARS IN BUSINESS: Bidder or its principals must currently be in the business of providing the requested item must have been in this line of business for the past three (3) years.

3.0 BID PROCEDURES AND INSTRUCTIONS:

3.1 METHOD OF BID: For bids that do not require payment at prevailing wage, the bidder must submit hourly labor rates and a percent mark-up for materials, and rented equipment, where indicated, on Exhibit A. Also, attach an equipment list for equipment that you may use on this contract for which you own and will not have to rent. Labor rate should include, but shall not be limited to all costs for labor including workers, permits, licenses , tools and equipment of the trade, material hauling, portal to portal, taxes, vehicles, insurance, parking, administrative business costs, an any and all other costs which are necessary to provide services per the terms, condition, and specifications of this bid. For specific jobs that require payment at prevailing wage, the bidder should provide a multiplier, where indicated on Exhibit A. The multiplier will be applied to the appropriate wage rate which is obtained by UWM applying for a prevailing wage rate determination. Bids that are submitted with minimum time/and or minimum charges for any job will not be accepted. Overtime is considered any continuous work over ten hours per day or 40 hours per calendar week. Bidder must submit hourly labor rates, specific price, and a percentage upcharge for materials and/or equipment which may have to be rented as specified on Exhibit A. Prices listed must be in US dollars unless otherwise indicated.

3.2 METHOD OF AWARD: It is the intention of UWM, if possible, to make two awards in each prevailing and non-prevailing wage categories. The awards will be based upon a formula using information provided in the Cost Proposal Exhibit A as bid. The formula may be provided upon request at time of bid opening. Customers of this contract will choose Contractors for individual jobs or service needs based on the following:

3.2.1 Unique or extensive knowledge of Departmental locations and conditions

3.2.2 Unique or extensive knowledge of ability to provide specific services being requested.

3.2.3 Depending on the project or service need, customers may request quotes from more than one Contract in this Contract. However, this is not a guaranteed process and will be up to the customer and individual project.

3.2.4 Where pricing is lower between Contractors, customers may choose the lower priced Contractor for the services required. However, choices may be based on the other ordering choices listed above along with pricing offered.

UWM may make awards to certified Minority Business Enterprise, or Disabled Veteran-Owned Business firms submitting the lowest qualified Bid when that qualified Bid is not more than 5% higher than the apparent low bid. 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.

UWM reserves the right to seek bids for any jobs, which are judged to be in the best interests of the University.

UWM may make awards to certified Minority Business Enterprise, or Disabled Veteran-Owned Business firms submitting the lowest qualified Bid when that qualified Bid is not more than 5% higher than the apparent low bid. 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.

3.3 BID RESPONSIVENESS: Bids may be evaluated by the Purchasing Agent and program manager to verify that they meet all specified requirements in this RFB and that they comply with all instructions of this Bid.

The verification process may include requesting reports on the Bidder’s financial stability, requiring verbal presentations or product demonstrations at UWM or vendor’s location, and/or reviewing results of past awards to the vendor by the State of Wisconsin or any of its agencies. Failure of a Bidder to comply with verification requests may result in rejection of the bid. The verification process cannot be used as an opportunity to alter bids submitted. UWM shall be the sole judge of the results of the verification process.

All specifications are mandatory minimum requirements unless otherwise stated. Failure to meet a mandatory requirement shall result in the Bid being deemed non-responsive. Bidders are encouraged to ask questions to resolve any ambiguities in Bid specifications (specs that are written too restrictively, are internally inconsistent, etc.). Bidders are also encouraged to submit responses even if all mandatory requirements are not met because Purchasing reserves the right to delete specifications, conditions of Bid or items not Bid if no Bidder is able to comply with the requirement.

UWM reserves the right to (1) reject all Bid responses and make no award; (2) waive irregularities or technicalities in Bid responses; (3) request clarifying information from Bidders; (4) make a partial award; and (5) accept or reject all or part of any Bid response submitted.

3.4 COMMUNICATION/QUESTIONS: From the date of release of this RFB until Bid award, the only permissible communication regarding this Bid is in writing to uwmbids@uwm.edu, unless otherwise indicated by the Purchasing Office. Violation of this condition may be considered sufficient cause for Bid rejection. The subject line of the email must be labeled “Bid Number (found on the Bid Cover Sheet)- Question”

It is incumbent upon bidders to point out any possible discrepancies, omissions or ambiguities using the process outlined above to submit questions. This includes alerting UWM to any non-standard specifications. By failing to do so, bidders waive the right to claim any provision of this Bid is ambiguous. Any clarifying addendum will be posted as set forth herein.

The deadline for any questions concerning this RFB is as set forth on the cover sheet of this Bid. Any questions received after that time may not result in an addendum answering the question.

3.5 BID SUBMISSION: The method of submission shall be as set forth on the Bid Cover Sheet: By physical delivery to the Purchasing Office or by email. Details with respect to each method of submission are provided below. All bids must be signed on the Bidder Signature block or they shall be deemed non-responsive and be rejected.

Bid openings are public unless otherwise specified. The names of the bidders may be read aloud at Bid opening. Records will be available for public inspection after award of the contract. Bidder should contact the Purchasing Agent named on the Bid Cover Sheet for an appointment to view the Bid record.

3.5.1 Delivery to Purchasing Office

If Bidder is submitting a Bid by delivery to the Purchasing Office, Bidder shall submit one (1) original Bid with a wet signature in a packaged, sealed envelope plainly marked on the outside with the following information: Bidder’s name, bidder’s address, Bid number, and the due date of the bid. Any Bid which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Bids must be submitted separately, i.e., not included with sample packages or other bids.

The address of the Purchasing Office is as set forth below:

Engelmann Hall Room 180 2033 E. Hartford Ave Milwaukee, WI 53211

Bids shall be deemed accepted when physically received in the UWM Purchasing Office as evidenced by a time stamp by the UWM Purchasing Office. Receipt of a Bid by the mail system or by another office shall not constitute receipt of a Bid by the Purchasing Office and such bids shall be rejected. Late bids shall be rejected.

Bids/proposals MUST be date and time stamped by the soliciting Purchasing Office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office may be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a Bid by the Purchasing Office.

3.5.2 Delivered via Email

If Bidder is submitting a Bid via email to Purchasing Office, Bidder shall submit to uwmbids@uwm.edu. Such email (and all Bid documents) must be received prior to the Bid due date set forth on the cover sheet of this bid.

The subject line of bidder’s submission must contain the following: “Bid response” followed by “Bid number, date due, and bidder’s company name.” Any attachments to electronic submissions must be in Microsoft Word, Microsoft Excel, Microsoft Power point, Adobe PDF, or ZIP file formats and under 10MB in size. UWM will not accept responsibility for any network or power outages that may occur during the transmission of bids. Electronic or digital signatures are acceptable, but subject to verification.

Submitting a Bid to an e-mail address other than uwmbids@uwm.edu will not constitute receipt of a valid Bid by the Purchasing Office.

3.6 INSPECTION OF PREMISES: Bidders are invited to inspect the installation site completely prior to submitting Bid in order to determine all requirements associated with the contract. Failure to inspect adequately shall not relieve the bidder from the necessity of furnishing and installing, without additional cost to UWM, any materials and equipment or performing any labor that may be required to carry out the intent of the contract. If bidders are interested in inspecting any of the buildings covered under this contract, please contact Jay Gilboy at gilboy@uwm.edu.

3.7 ADDENDUM: If this is an official bid, addendum shall be posted on the State of Wisconsin’s Vendor Net website at http://vendornet.state.wi.us. Bidders are responsible for checking this website for any future addenda or Bid information prior to the Bid closing date. If this is an informal bid, addendum will be sent to all Bidders receiving a RFB or to any Bidder requesting a copy of the Bid.

3.8 BIDDING EQUAL OR BETTER: Bids on alternate or substitute items “equal or better” will be considered if indicated in the Bid specifications. To be considered responsive, full descriptive literature must be included and bidder must specifically highlight or direct UWM to the precise place in the literature that demonstrates all of the specifications are equal or better. Bidder must specifically circle and explain any deviations from the Bid specifications. The Purchasing Director shall be final judge as to whether an item meets the specifications for the bid.

3.9 FAIR PRICE ANALYSIS: Purchases made pursuant to this awarded Bid may require a fair price analysis. 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 UWM to complete this analysis. The awarded Bidder will be required to provide this documentation prior to the order being issued.

3.10 MULTIPLE BIDS: Multiple bids from a vendor will be permissible, however, each Bid must conform fully to the requirements for Bid submission. Each such Bid must be separately submitted and labeled as Bid #1, Bid #2, etc. on each page included in the response. Alternate acquisition plans do not constitute multiple bids.

3.11 JOINT BIDS: In the event a group of bidders elects to jointly submit a Bid, there may only be a single Bidder designated as the prime, but all participating bidders must be identified in that Bid. The designated prime Bidder will be responsible for all matters related to the provision and invoicing subject to this Bid and any resulting contract. UWM will make contract payments to only the Bidder awarded the Bid.

UWM reserves the right to accept the prime Bidder, but reject any secondary Bidder. The prime Bidder will have the option of withdrawing its bid, without penalty, or replacing the rejected secondary Bidder.

3.12 BID PRICING HELD FIRM: Bid pricing shall be held firm for sixty (60) days from date of Bid opening, unless otherwise noted, to allow time to make a contract award.

3.13 INCURRING COSTS: UWM shall not be liable for any cost incurred by a Bidder in the process of responding to this RFB.

3.14 NEWS RELEASES: News releases pertaining to the RFB or to the acceptance, rejection, or evaluation of bids shall not be made without the prior written approval of UWM.

3.15 SHALL AND MUST ARE MANDATORY: “Must” or “shall” are mandatory requirements.

3.16 REASONABLE ACCOMMODATIONS: UWM will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities, upon request. If a Bidder believes it needs accommodations the site visit, contact Purchasing Agent listed on the Bid Cover Sheet.

3.17 PROPRIETARY INFORMATION: Any information contained in the Bidder’s response that is proprietary must be detailed separately on form DOA-3027 and submitted as set forth on the Bid Cover Sheet. Marking of the entire response as proprietary will neither be accepted nor honored. UWM 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 4.15.23). A copy of the form needed to designate portions of your submission as proprietary can be found at: http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc

4.0 TERMS AND CONDITIONS

4.1 ENTIRE CONTRACT: A contract will be awarded to the successful Bidder based on the criteria established in this Request for Bid, including attachments and any amendments issued. The purchase order RFB, the Bidder’s response, and any written communications incorporated into the contract constitute the entire contract between the parties. The order of priority in interpreting the contract shall be as follows: (1) The Purchase Order resulting from the award of this contract; 2) This Bid document, including any amendments/attachments; and (3) the successful Bidder’s response to RFB.

Any Contract terms and conditions provided by the Bidder, including but not limited to click-on/click-through agreements provided to the Bidder; shrink wrapped agreements; or terms submitted with bid, order acknowledgements, or invoices; shall be considered null and void and will not be enforceable by the Successful Bidder unless agreed to in a written amendment signed by UWM’s Purchasing Office.

Any exceptions to the Contract Terms and Conditions must be submitted under Tab B of Bidder’s response. Specific objections or additions must be listed. It is insufficient for the Bidder to submit a standard Bidder contract as a complete substitute or alternative for the language in this Bid. Likewise, it is insufficient for the Bidder to simply cite to Bidder’s document or incorporate a document by reference. Any contract term or condition not set forth in Bidder’s response will not be negotiated or considered. UWM reserves the right to negotiate contractual terms and conditions or reject the Bidder’s response and proceed to the next qualified bidder. Acceptance of any contract terms or conditions proposed is at the sole discretion of UWM.

4.2 F.O.B.: All deliveries shall be FOB Destination and Installed if installation is required. Delivery (and installation charges, if applicable) risk of loss shall be borne by the successful Bidder. Bid prices must include all packing, freight, insurance, set-up, instruction, per diem and operation manual charges, excluding any import costs. Delivery and Installation must be coordinated with UWM designated contact prior to delivery/installation. Items must be set in place, connected to utilities as applicable, installed in the area designated by University personnel, demonstrated to be in operating condition, and approved by University personnel. All debris must be removed from UWM’s premises and properly disposed of by the successful Bidder. Upon installation, all operating instructions and operating and maintenance manuals must be furnished to UWM personnel as identified.

4.3 CONTRACT PRICING HELD FIRM: Percent upcharges for materials and equipment rentals must remain firm for the entire term of the contract, including any extensions Labor rates must remain firm for the first year. Any request for change in hourly rates, after the first year, must be submitted within 60 days of the desired effective date and must include documentation to justify the change in rate Any price increase sought must be based on documented industry-wide changed market conditions beyond the control of the Successful Bidder. The increase must be approved by the Purchasing Office prior to its effective date in the form of a contract amendment or change order. Any approved changes in rates will not be retroactive. In addition, the multiplier for prevailing wage must remain firm for the life of the contract. If the State of Wisconsin removes the requirement for payment at prevailing wage, then the non-prevailing wage rate hourly pricing and pricing escalation requirements will be in effect.

Likewise, any de-escalation in price shall be passed on to UWM. Successful Bidders are obligated to treat price decreases as equally as price increases during the tenure of the contract. Price escalation clauses are not applicable for “discount from list” contracts as the Successful Bidder’s current list will already reflect market changes. Therefore, while percent of discount offered by Successful Bidder must remain firm for term of contract, Successful Bidder must provide updated price lists to the Purchasing Office.

4.4 ESCALATION/DE-ESCALATION CLAUSE: No request for price increase on the Contract shall be entertained until after the first year of the contract. (Any request for a price increase must be made in writing to the Purchasing Agent listed on the P.O. at least sixty days in advance of the effective date of the increase and verified by a letter from the supplier and/or published price sheets. Price increase based on product cost shall not exceed 10% of the firm Bid price during each/any one year contract period. Any price increase sought must be based on documented industry-wide changed market conditions beyond the control of the Successful Bidder. The increase must be approved by the Purchasing Office prior to its effective date in the form of a contract amendment or change order.

Likewise, any de-escalation in price shall be passed on to UWM. Successful Bidders are obligated to treat price decreases as equally as price increases during the tenure of the contract. Price escalation clauses are not applicable for “discount from list” contracts as the Successful Bidder’s current list will already reflect market changes. Therefore, while percent of discount offered by Successful Bidder must remain firm for term of contract, Successful Bidder must provide updated price lists to the Purchasing Office.

4.5 DISCONTINUED PRODUCTS: In the event an item subject to this Bid is/has been discontinued by the manufacturer or is/has been replaced or upgraded, UWM reserves the right to purchase the replacement and/or upgraded items at the same pricing structure as set forth in the Successful Bidder’s response to the Bid.

4.6 IDENTIFICATION WHILE ON CAMPUS: Successful Bidder’s employees, while working on UWM 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 Successful Bidder at the Successful Bidder’s cost. Badges must be available but will not be required to be worn when protective clothing and respiratory protection is required.

4.7 ACCEPTANCE AND TESTING: Acceptance testing will occur within 30 days after the item has been installed. Acceptance testing will be performed by UWM and will consist of verification of the specifications and performance requirements. If the item does not meet specification or performance requirements, the Successful Bidder will have 15 days to meet requirements. If after this time period the item still does not meet specifications or performance requirements, the Successful Bidder agrees to remove the item and return any payments that may have been made. The Department Manager or his/her designee, is the only authorized person who can sign an acceptance form. The warranty period will begin following the successful acceptance testing.

4.8 INVOICING PERFORMANCE. If a complaint is received by the contract manager from an Authorized User or the UWM Accounts Payable Department regarding a billing error, the Successful Bidder will be notified in writing that the invoicing is not in compliance with the contract conditions. The second time a documented billing problem is received by the contract manager the contractor may be required to meet with the contract manager. The Successful Bidder will be advised of the possible consequences, which may include cancellation of the contract, if there is any future billing problem. The third time a documented billing complaint is received by the contract manager, the contract may be cancelled. Failure of the contractor to promptly and properly invoice may be grounds for cancellation of the contract.

4.9 SHIPMENTS, DUPLICATES AND OVERSHIPMENTS: Upon notification by UWM 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, UWM reserves the right to dispose of them as its own property and shall not be held liable for any cost for the items.

4.10 REPORTS: If the Bid is for multiple purchases, the Successful Bidder must be able to provide UWM with requested reports at agreed-upon intervals with agreed-upon details.

4.11 SUBCONTRACTING: 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 the UWM Purchasing Office. In the event of an approved subcontract, the Successful Bidder 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. UWM reserves the right to assess the successful bidder liquidated damages in excess of the contract amount for Subcontractor’s failure to perform or inability to complete required project milestones. Subcontractors must abide by all terms and conditions under this Contract.

4.12 CANCELLATION AND TERMINATION: UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract. UWM shall give notice, in writing, of such termination at least 10 days before the effective date of termination. Each party will assist the other party in the orderly termination of this contract and the transfer of all aspects hereof, tangible or intangible, as may be necessary for the orderly, non-disruptive business continuation of each party.

4.13 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.

UWM 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. UWM reserves the right to inspect any facilities used to support this Contract.

4.14 ADDITIONAL STATE TERMS AND CONDITIONS: The following terms and conditions originate from DOA-3045.

4.14.1 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, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. UWM shall be the sole judge of equivalency. Bidders are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid.

4.14.2 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the Bidder's letterhead, signed, and attached to the request. In the absence of such statement, the bid shall be accepted as in strict compliance with all terms, conditions, and specifications and the Bidder shall be held liable.

4.14.3 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 UWM.

4.14.4 VOLUME OF WORK: There will be no guarantee on the volume of work purchased against the resulting contract.

4.14.5 PRICING AND DISCOUNT: UWM qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

4.14.5.1 Unit prices shown on the Bid or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the Bid 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 evaluation and contract administration.

4.14.5.2 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).

4.14.6 UNFAIR SALES ACT: Prices quoted to UWM are not governed by the Unfair Sales Act.

4.14.7 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by UWM authorized personnel. No other purchase orders are authorized.

4.14.8 PAYMENT TERMS AND INVOICING: UWM will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

Bidders shall include discounts for early payment 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 must be shown plainly on the invoice; discounts for early payment not shown on the invoice will be taken.

4.14.9 TAXES: UWM is exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

UWM 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. UWM 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.

4.14.10 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.

4.14.11 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. UWM reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. UWM also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

4.14.12 ANTITRUST ASSIGNMENT: The contractor and UWM 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 UWM any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

4.14.13 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 UWM.

4.14.14 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

4.14.15 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

4.14.15.1 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.

4.14.15.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

4.14.15.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

4.14.16 PATENT INFRINGEMENT: The contractor selling to UWM 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 UWM (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.

4.14.17 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to UWM must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

4.14.18 WARRANTY: Unless otherwise addressed in the Contract document, equipment purchased as a result of this request shall be warranted against defects by the Successful Bidder 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 Successful Bidder.

4.14.19 INSURANCE RESPONSIBILITY: Successful Bidder shall maintain the following insurance, naming the Board of Regents of the University of Wisconsin system to be an additional insured:

4.14.19.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

4.14.19.2 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 ($2,000,000) per occurrence combined single limit for automobile liability and property damage.

4.14.19.3 UWM reserves the right to require higher or lower limits where warranted.

4.14.20 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by UWM.

4.14.21 OMNIBUS RECONCILIATION ACT: (Public Law 96-499) To…