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

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

Name: Donna Lumsden Email: uwmbids@uwm.edu Phone: (414) 229-6011

See section 3.5 for rules regarding communications during a Bid.

Questions Due: 7/25/17 @ 2:00 PM CDT

Bid Due: 8/7/17 @ 2:00 PM CDT

Available submission methods: See Section 3.6

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” may result in the quote/bid being considered non-responsive and ineligible for award.

City, State, Zip Code of Bidder:

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

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”. UWM shall not be liable for any cost incurred by a bidder in the process of responding to this bid.

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 needs accommodations for a site visit, contact Purchasing Agent listed on the Bid Cover Sheet.

1.2 VENDORNET: Registration on the State of Wisconsin’s VendorNet System (http://vendornet.state.wi.us) is available free of charge to all businesses and organizations that want to sell to the state. Registration allows a vendor to:

Become part of a bidders list for commodities/services that the vendor wants to sell to the state.

Receive an automatic e-mail notification each time a state agency, including the University of Wisconsin System campuses, posts a Request for Bid (RFB) or a Request for Proposal (RFP) with an estimated value over $50,000 in their designated commodity/service area(s).

Receive an e-mail notification of addendums/amendments relative to the RFB or RFP.

1.3 DEFINITIONS:

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

1.3.2 Bid Cover Sheet means the first page of this bid

1.3.3 Contract means the document(s) constituting the agreement resulting from this Bid award.

1.3.4 Contractor means the successful bidder(s).

1.3.5 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.

1.3.6 RFB or Bid means this Request for Bid.

1.3.7 Successful Bidder means the bidder to whom this bid is awarded. May be referred to as Contractor, Vendor or Supplier.

1.3.8 UWM means the University of Wisconsin-Milwaukee.

1.4 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 Georgia Pacific branded coreless, jumbo roll toilet paper and white paper roll towels

1.5 BACKGROUND INFORMATION: Over at least a two year period, UWM has tested use of the GP jumbo coreless toilet paper and EnMotion white roll paper toweling in four (4) lavatories in The Lubar School of Business. It was determined that the use of these products over the previously used and available products, which UWM is allowed to purchase on State contract, would result in a substantial cost savings, especially if the use was extrapolated throughout all of the academic buildings on campus. Some of the reasons for that would be that there would be an ability to set the length of the towel that is dispensed, along with a time delay for dispensing. The jumbo roll toilet paper is coreless, which saves on waste. In addition, discussions with end users of the products in the test area showed that the users preferred the feel and texture of both products, believed they were more efficient, and were inclined to use less of it for those reasons.

The State of Wisconsin Department of Administration has granted a one year waiver from purchasing product on the State of Wisconsin mandatory contract to obtain bids from vendors for these specific products. At the end of the one year period, DOA will determine if “substantial” savings, was realized and, if that is determined to be the case, UWM will be allowed to continue with the renewal options specified on this request for bid. DOA is the sole judge of what constitutes “substantial” savings. UWM is not privy to how that decision will be made.

UWM residence halls already have the appropriate roll towel dispensers installed in the buildings.

1.6 PARKING: UWM parking is very limited. Each Contractor and/or employee(s) shall make their own arrangements for parking through UW Transportation Services.

Parking and Transit 2200 E. Kenwood Blvd Milwaukee, WI 53201-0413

(414) 229-1122 Website: http://www4.uwm.edu/parking/visitors/vendor_contractor.cfm

No additional costs will be allowed for parking fees or violations. Unauthorized vehicles parking in UWM lots or loading docks may be ticketed and or towed.

1.7 TYPES OF ORDERS: Under this contract, Specific order(s) or Contract blanket order(s), (defined below) may be issued to the Contractor(s).

Specific order(s): issued as one-time orders.

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.

All orders placed by UWM shall be bound by the terms, conditions, and pricing of awarded contract whether the department refers to the contract or not.

1.8 CONTRACT LENGTH: The contract will be for a one year period from date of award, with two (2) one (1) year renewals upon mutual consent of both parties, ONLY IF DOA DETERMINES THAT SUBSTANTIAL SAVINGS HAVE BEEN REALIZED AND GRANTS CONTINUANCE OF THE CONTRACT.

2.0 QUALIFICATIONS AND SPECIFICATIONS: All specifications are defined as mandatory minimum requirements unless otherwise stated.

2.1 This contract would be utilized by our Facility Services Department. Our residence halls would also use this contract for the purchase of white paper roll towels. The Student Union is not currently using these products, but UWM reserves the right to add the Union in the future, if desired. This is not something that we would expect to happen in the very near future. In areas where dispensers are needed, all except in the test areas where dispensers are already installed, installation is required. Services are to be performed at locations indicated when orders are placed. UWM residence halls already have paper towel dispensers installed also, but would need to be able to purchase replacement paper toweling dispensers, if needed. For jumbo, coreless roll, toilet paper, two or four roll capacity dispensers are required.

VOLUME: The following are historical numbers for informational purposes only. No guarantee is made concerning volume.

Lubar School of Business – lavatory test area over a nineteen month period for jumbo, coreless toilet paper rolls, #89460 - 129 cs.

Lubar School of Business - lavatory test area over a nineteen month period for white paper roll towels, #19378 - 132 cs.

Residence Halls – for white paper roll towels, #84960

2015 – 55 cases 2016 – 100 cases 2017 - On track to match 2016 numbers

UWM Academic Buildings have a total of 1131 lavatory stalls.

2.2 All freight to be paid by Contractor. Bid prices must include all packing, freight, insurance, transportation, set-up and installation charges. The Contractor shall be responsible for any materials received or accepted on behalf of UWM.

2.3 MINIMUM YEARS IN BUSINESS: Bidder or its principals must currently be and have been in the business of providing the requested product with installation services, for the past three (3) years. Installation may be subcontracted out by the Contractor, however the subcontractor must have at least three(3) years of experience.

2.4 CONTRACTOR EMPLOYEE REQUIREMENTS:

2.4.1 To the maximum extent feasible, any agreement with the Contractor whose employees or affiliates will have access to University of Wisconsin-Milwaukee Residence Halls in the course of this contract must include a representation from the Contractor stating that those employees or affiliates have satisfied criminal background checks conducted by a criminal background check vendor selected by the Contractor that includes a check of the vendor’s proprietary national criminal background check database. The Contractor must warrant that they will only assign employees or affiliates who have passed a criminal background check to perform work under this contract. The background checks must demonstrate the worker has no convictions or pending criminal charges that would render the worker unsuitable for regular contact with children. Disqualifying convictions or charges include, but are not limited to sexual offenses, violent offenses, and drug-related offenses. University of Wisconsin-Milwaukee also photograph affiliates of the Contractor who will be occasionally unaccompanied by a University of Wisconsin-Milwaukee representative. Photographs will be used as part of a University Housing security process of creating Contractor ID cards which will need to be presented during entry into a UWM residence hall. A copy of the form is attached.

2.5 ACCESS TO FACILITIES FOR DISPENSER INSTALLATION

2.5.1 Contractor shall make arrangements with the Ordering Department for access to UWM facilities. UWM will provide Contractor with keys required for access to service areas. NO BUILDING KEYS MAY BE COPIED. All keys shall remain in the building at all times and must be returned at the end of each day of the job unless previous arrangements have been made. Contractor's employees shall not admit anyone (except other Contractor employees) to areas controlled by a key in their possession.

2.5.2 If keys are lost, Contractor shall reimburse the University for the cost of replacement keys, cores and labor. This means that Contractor’s replacement cost for lost master keys in some buildings could result in replacement costs of a sizeable amount.

2.6 REPORTING TO A JOB SITE:

2.6.1 When a job start date and time has been determined with the Contractor, the Contractor shall be on the job site with adequate tools, be mobilized and ready to perform work at the agreed upon time and date immediately upon arrival furnishing all materials and tools to complete job, including troubleshooting.

2.6.2 Prior to the beginning of any individual job, Service personnel must make his/her presence known to an authorized UWM representative for who the work is being performed, upon arrival and departure of the job.

2.6.3 Employee Identification: All Contractor employees shall, while performing work on UWM premises, wear a clearly displayed photo identification badge, provided by the Contractor at the Contractor’s expense, showing they are employees of the Contractor.

2.7 SERVICE REQUIRMENTS:

2.7.1 Contractor shall perform work in UWM buildings in accordance with a schedule or work order, as approved by the UWM representative.

2.7.2 Contractor shall provide, at Contractor’s expense, all tools of the trade and equipment necessary to perform the work as required.

2.7.3 Any equipment, tools or materials owned by the Contractor left on the job site are the Contractors responsibility. The University does not take any responsibility for these items and their safety.

2.8 REMOVAL OF DEBRIS AND HAZARDOUS WASTE:

2.8.1 The Contractor shall clean up and remove all non-hazardous debris from the job site, on a daily basis, and dispose of all debris at a State of Wisconsin licensed solid waste landfill. The Contractor shall not leave debris on University property, in University dumpsters, unless approved by the UWM representative or in any non-Contractor owned dumpster. The contractor shall not incinerate debris, and/or dump waste by/in the street or road

2.9 SITE RESTORATION: The Contractor shall restore job site to original condition to the satisfaction of the UWM representative. When the job is complete, the Contractor shall remove all tools, excess material and equipment, etc., from the site.

2.10 WARRANTY: The warranty for parts installed, must offer replacement for that part of the product that proves defective because of improper workmanship and/or material under normal installation use, with no additional charge for parts, labor, travel, or any other any other charge

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.

Warranty and maintenance work must be performed on site unless UWM grants permission to remove equipment from site

2,11 UWM AUTHORIZED REPRESENTATIVE: The individuals defined under UWM Authorized Representatives, for the purposes of this bid, are listed below. These individuals are responsible for completing Job Sign-Off, managing service schedules, and serving as a point of contact. UWM may change, add, or delete the individuals listed below based on the best needs of the departments:

2.12 POST AWARD MEETING: The Contractor may be requested to attend a Post Award Meeting with the user department staff to determine a schedule for installation of dispensers.

3.0 BID PROCEDURES AND INSTRUCTIONS:

3.1 EXCEPTIONS TO CONTRACT TERMS AND CONDITIONS:

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.

3.2 BID RESPONSIVENESS: Bids will evaluated to verify that they meet all specified requirements in this RFB

The verification process may include requesting reports on the bidder’s financial stability, 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(s) may 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 UWM reserves the right to delete specifications, conditions of bid or items not bid if two bidders or more, or 50% or more of the bidders are unable to comply with a 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.

3.3 METHOD OF BID: Bidders should complete pricing as shown on Exhibit A. Please note that if pricing is different between two and four roll capacity dispensers, this should be noted, where appropriate.

3.4 METHOD OF AWARD: Award(s) will be made to the lowest responsive, responsible bidder(s) to include any costs for dispensers. Award may be made to one vendor for a total lot or to two vendors, by product type, whichever is in the best interests of the University. The University also reserves the right to award based on 2 or 4 roll capacity costs for the jumbo roll, coreless, toilet paper and whichever is in its best interests.

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.

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).

Bids that state a specific quantity or dollar amount will be disqualified.

3.5 REFERENCE CHECKS: The Contractor may be requested to attend a Post Award Meeting with the user department staff to determine a schedule for installation of dispensers.

3.6 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. Any contact with UWM employees concerning this RFB is prohibited. Communicating outside of the email provided above may disqualify your RFB.

The subject line of the email must be labeled “D18-003-O 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

3.7 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:

3..7.1 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/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. 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.

3.7.2 Delivery 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 email address other than uwmbids@uwm.edu will not constitute receipt of a valid bid by the Purchasing Office.

3.8 ADDENDUM:

Addendums 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.

3.9 MULTIPLE BIDS/JOINT 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.

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 contractor.

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.

3.10 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 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. 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.

4.0TERMS AND CONDITIONS

4.1 ENTIRE CONTRACT: A contract will be awarded based on the criteria established in this RFB, 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:

Official Purchase Order Original Request Bid Number D18-003-O, including amendments/ attachments Contractor’s response to RFB.

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 UWM Purchasing Department.

4.2 VENDOR AGREEMENTS/CONTRACTS: Any vendor contract or agreement which vendor would like considered, should be included in Tab B, along with any exceptions to UWM terms and conditions.

4.3 FIRM PRICES/CONTRACT PRICING HELD FIRM: Contract pricing resulting from this Bid must remain firm for one year from the date of the award. Any proposed price increases must be forwarded to the purchasing agent for approval within 60 days of the end of the first contract year. With the proposed request for increase, a justification must be provided showing an industry-wide increase in pricing

4.4 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.

4.5 INVOICE REQUIREMENTS:

All payment terms must allow the option of net thirty (30). UWM must meet a statutory mandate to pay or reject invoices within 30 days of receipt of properly submitted invoices by 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, a good faith dispute creates an exception to prompt 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 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 Quantity shipped 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 the address on the purchase order.

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.

4.6 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 Contractor 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 Contractor 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.

4.7 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 an authorized departmental representative of the University and the UWM Purchasing Office. Subcontractors are subject to the same insurance requirements as the primary Contractor.

4.7.1 In the event of an approved subcontractor, 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.

4.7.2 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.

4.7.3 Subcontractors must abide by all terms and conditions under this Contract and must supply UWM with proof of the same insurance coverage as required of the contracted vendor.

4.7.4 If Subcontractors are to be used, the Contractor must clearly explain their participation, deliverables, and project milestones prior to commencing work.

4.8 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.

4.9 CONTRACT TERMINATION:

4.9.1 Shall the Contractor fail to perform under the terms, conditions and specifications of this Contract; the aggrieved party may notify the other party in writing of such failure and demand that the same be remedied within fourteen (14) calendar days, or as agreed to between the Contractor and UWM. 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 properly clean or failure to provide any of the Terms, Conditions or Specifications

4.9.2 If at any time the Contractor performance threatens the health and/or safety of UWM, its staff, students or others who may be on campus, UWM has the right to cancel and terminate the Contract without notice.

4.9.3 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 4.11. UWM has the right to cancel and terminate the Contract without notice.

4.9.4 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, UWM 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 ten (10) calendar days’ notice in writing of such termination.

4.9.5 UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds.

4.10 CONTRACT TRANSITION: 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.

4.11 INSURANCE RESPONSIBILITY: Successful Bidders and any subcontractors shall maintain the following insurance, naming the Board of Regents of the University of Wisconsin system, its officers, employees and agents as an additional insured:

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

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 ($2,000,000) 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.

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

All policies must be issued with a 60-day cancellation notice, by 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.

4.12 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, in the bidder’s response (Tab B). 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.

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

4.15 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.

4.16 TAXES: UWM, 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.

The University may be subject to other states' taxes on its purchases in that state depending on the laws of that state.

4.17 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.

4.18 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 Milwaukee 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.

4.19 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 the University any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

4.20 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.

4.21 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), 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.

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.

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.

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.

4.22 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.

4.23 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

4.24 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.

4.25 PUBLIC RECORDS ACCESS: It is the intention of UWM 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.

4.26 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request must be clearly stated in the Bid itself. Proprietary information submitted in response to a request will be handled in accordance with applicable UWM 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. 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.

Data contained in a Bid, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of UWM.

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 may request the form if it is not part of the Request for Bid package. Bid prices cannot be held confidential.

4.27 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.

4.28 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).

4.29 RECYCLED MATERIALS: UWM 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.

4.30 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.

4.31 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

4.32 PROMOTIONAL ADVERTISING/NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies (University) or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the University. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

4.33 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.

4.34 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P.O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

4.35 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.

4.36 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.

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

4.38 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 UWM’s 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.

Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3681 (03/99)

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

FOR PROCUREMENTS FOR SERVICES

EXHIBIT A

For Bid responses to be considered, this Exhibit A must be filled out in its entirety. Supplemental bids may be submitted in addition to completion of this attachment. Terms and Conditions attached to bids submitted will not become part of any contract between the parties. Bidders are required to provide the total cost of equipment or service needed to fulfill the Bid requirements/specifications and make the system fully functional. No additional charges will be allowed. If there are different charges per case depending upon quantity releases, those charges and when they would be applied must be clearly listed.

ITEM

PRICE PER CASE

White paper toll toweling, GP…