Executed Lipari Organics Contract.pdf

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Natural And Organic Food for Resale P21-009-O26

Not Piggybackable:

Issuing Agency: This contract is entered by and between The State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee and Lipari Foods.

Contractor:

Lipari Foods 26661 Bunert Rd Warren MI 48906 586-447-3500

Contract Administrator (Day to Day Operations):

Shimleng Lo, (414) 229-6528, shimleng@uwm.edu

Contract Manager: Pam Loignon, (414) 229-5212, loignon@uwm.edu

Orders and Billing: Nathan Shaw, 414-719-1981, Nathan_Shaw@liparifoods.com

Contract Manager: Matt Montgomery, 586-447-3500 Ext 9247, matt_montgomery@liparifoods.com

1. General Description: This contract is for the supply and delivery of natural and organic foods for resale. Small package sizing for single consumer purchase, along with low order minimums are key critical components of this contract.

This contract will mainly be used by UWM Retail Operations but must be made available to all UWM departments which may include our new locations in Waukesha and Washington County. This contract will be used on an as needed basis and must not be construed as a mandatory contact for UWM.

2. Contract Length: The contract will be for a one (1) year period from July 8, 2021 through June 30, 2022 with four

(4) one (1) year automatic successive renewals. Upon expiration of the initial one (1) year term, renewals shall be automatic, unless either party gives notice to the other at least ninety (90) days prior to the expiration of any term of intention not to renew. UWM reserves the right to extend the contract on a month-to-month basis beyond the term of the contract if it is in UWM’s best interest.

3. Pricing and Payment Acceptance: Contractor does not accept charge cards. Contractor accepts purchase orders with payment terms of net 30. For specific pricing see Exhibit A.

Category Distribution

Mark Up % Cereal 21 Bars 25 Chips 25 Crackers 27 Frozen Foods 28 Candy 27 Refrigerated 6 Pasta Sauces 25 Soups 33 Dried Fruit 27 Beverages 27 Cookies 35

4. Firm Prices: Prices in Exhibit B must remain firm for thirty (30) days from the start of the contract. Invoice prices shall reflect the current price list at the time of shipment and must be based on the percentage quoted over the Contractor’s cost.

mailto:shimleng@uwm.edu mailto:loignon@uwm.edu mailto:Nathan_Shaw@liparifoods.com mailto:matt_montgomery@liparifoods.com

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The pricing basis (cost plus markup percent) and “category percentages” (see Exhibit B, cost sheet) charged to UWM must remain firm for the entire contract term including any renewals.

5. Product Packaging/Labeling: Products must comply with Federal Pure Food Laws and Regulations, and to all applicable Wisconsin laws. Products must be made, stored, and rotated to best industry standards and practices to ensure quality and freshness of products.

Packaging shall be in accordance with the best commercial practices to protect the product from dirt and other contaminants, to ensure sanitation, optimal shelf life, and prevention of damage to products. Packaging shall identify the product, size, and pack on the outer container (box, etc.).

6. Product Price Lists/Shelf Labels: Current product price lists and shelf labels must be provided to UWM at no cost.

The product list must include:

Product brand, description if applicable and code number Unit of purchase, including minimum if applicable (e.g., 3, 6, 12 etc.)

Product brand, description if applicable Size and count (e.g., case) (note: indicate full case ordering discount, if available) UWM cost.

7. Ordering: Orders will be placed as needed via telephone or online. Order minimums shall not exceed a full case, although eaches is preferred. The minimum order dollar amount is $500.00. .

8. Vendor Product Fulfillment: All contracted items must be readily available, to meet the specified delivery requirements. Contractor must notify UWM of any back order, discontinuation of item(s), or other shortages or delays in shipping within twenty-four (24) business hours of receipt of order.

Product fulfillment of ordered items must be maintained at sufficient inventory levels. “Out of stocks” must not exceed more than 5% of the total product line on a rotating continuous basis throughout the term of the contract. In cases where an ordered item cannot be delivered, a product substitution may be allowed per the requirements in Section 2.7.

If product fulfillment is not met, UWM reserves the right to notify the vendor in writing and give the vendor a twenty-one (21) day right to cure. If the vendor is unable to “cure”, UWM reserves the right to cancel the contract and award to the next bidder.

9. Substitutions: Product substitutions are not allowed without verbal or written approval from UWM prior to delivery.

Substitutions must be made at a quality comparable to or exceeding the Contract specifications and are to be provided at the contract price of the original item ordered except when the substituted items is of a lessor cost. A substituted item of a lessor cost must be charged at the lessor cost.

10. Delivery F.O.B. Destination Prepaid and Allowed: Contractor insures risk of loss to UWM upon receipt and pays freight. Contractor shall be responsible for unloading product onto the dock or into the store. Tailgate deliveries are not allowed.

11. Delivery: Delivery is desired as soon as possible after receipt of an order. Deliveries are required two (2) business days after receipt of order, (orders placed after 11:00AM CDT will be considered the next day) Monday through Friday to the following locations, all in Milwaukee, WI 53211 between the hours of 8:00AM CDT and 1:00PM CDT.

Delivery Location Address RESTOR Sandburg Residence Hall 3400 North Maryland Avenue RESTOR Cambridge Commons 2323 N. Cambridge Avenue Riverview Eatery 2340 N Commerce Street Union Station 2200 East Kenwood Blvd

Exceptions:

Frozen and refrigerated product may be delivered separately to accommodate special requirements of this product transport, if necessary, but preferred to both be delivered on the same day of the week.

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Special orders and pre-bookings (e.g., holiday candy) may also deviate from the delivery schedule.

UWM reserves the right to add additional delivery locations to this contract. Delivered product must be for only the awarded brand(s) and size(s).

12. Delivery Conditions: Deliveries are to be made in clean, enclosed, and as necessary temperature-controlled trucks, free of foul odors. All products shall be maintained at their proper temperature throughout their staging, loading, transport, and delivery.

Frozen Foods 0 degrees F. or frozen hard Refrigerated Foods 35-40 degrees F.

Grocery and Dry Goods 50-80 degrees F.

Non-compliance will result in refusal of product and replacement at Contractor's expense.

All vehicles must conform to local, state, and federal rules and regulations regarding sanitation and are subject to inspection by UWM. Vehicles must be in good mechanical order.

13. Packing Slips: Packing slips must be itemized and have the PO number showing the quantity ordered and/ or backorders. Once UWM has verified items delivered, if any discrepancies exist, such as but not limited to, shortages or damages, UWM will notify the contractor within forty-eight (48) business hours of receipt of goods.

14. Returns/Credit: Credits or even product exchanges shall be issued at full invoice cost for damaged, spoiled, faulty product, faulty packaging, short date coding, mislabeling, expired goods, “mis-picked items”, overages, and duplicated orders. If the items are required to be returned to the contractor, the items must be removed at the contractor’s expense. UWM reserves the right to dispose of any items that have not been removed within thirty

(30) days of written notice and shall not be held liable for any costs for the items.

It is preferred that the vendor will issue a full credit for items ordered in error by UWM. If there is a restocking charge for such items, if the items are not returnable, or if there are any restrictions on the return, (such as type of product, seasonal product etc.), the contractor must state this in Exhibit A to be an allowable cost.

15. Background Check of Personnel: This contract is contingent upon, Contractor supplying workers who have passed a criminal background check that includes a national criminal background check database demonstrating the worker(s) have no convictions or pending criminal charges that are substantially related to the contracted for activities or services, including but not limited to, those that would render the worker unsuitable for regular contact with children. Disqualifying convictions or charges include, but are not limited to, sexual, violent, and drug offenses.

16. UWM Issued Photo ID Requirements: All personnel servicing UWM, including delivery drivers, that will be on UWM premise will need to obtain a UWM issued ID badge within seven (7) business day(s) before services. UWM ID badges are free of charge and can be obtained at:

UWM Panther Card Office 2200 E. Kenwood Blvd. Room 143 Milwaukee, WI 53211 Monday-Friday 8 am – 4:30 pm.

Questions: Shimleng Lo, 414-229-6528, shimleng@uwm.edu; Rick Haskey, 414-229-2231, haskey@uwm.edu.

The personnel of a contractor must provide their employee ID and driver’s license to the UWM Panther Card Office staff in order to get their picture taken and receive their UWM ID badge. The personnel of the contractor will be turned away if they do not have a UWM ID badge at the location they are servicing.

17. Additional Products: UWM reserves the right to purchase any additional similar products from Contractor.

Contractor shall provide like items at the same pricing basis (cost plus mark- up). In instances where the pricing discounts do not apply (such as a new category) or where cost to the Contractor is unique, pricing must be forwarded to the UW-Milwaukee Purchasing Office, Pam Loignon, loignon@uwm.edu for written approval. Prior written approval must be obtained before delivery. Any items that are not in the Contract and that have not met the criteria set forth will be disallowed.

mailto:haskey@uwm.edu mailto:loignon@uwm.edu

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18. Required Reports: Upon request, the Contractor must provide to UWM a list of all items purchased against this contract during the requested report period. Reports shall be requested no more than twice per year and must be provided within ten (10) business of the request. The information shall include, but be limited to the following information:

Date of order/release Item manufacturer’s name or abbreviation (if applicable) Complete item description including catalog, model and/or stock number(s) identical to those stated in proposal.

Prices per the Contract Quantities ordered.

19. Promotion Collaboration: UWM shall encourage and cooperate with the Contractor to promote and merchandise products to the fullest to attract students, faculty, staff, and guests. The Contractor, with approval from the UWM Management or designated employee shall implement and promote these new services and product variations in a manner typically used by commercial operations (e.g., sample tasting, temporary food stands). Promotion techniques may include all campus publicity and advertisement including paid ads in authorized campus publications, radio announcements, posters, and approved point of purchase displays.

20. Account Management: Contractor must assign a dedicated account representative as UWM’s primary contact.

Contractor shall update Shimleng Lo, shimleng@uwm.edu, UWM’s Contract Administrator, with any changes to the Account Sales Representative within ten (10) business days of any revisions/

21. Insurance: The Contractor shall maintain Standard Insurance levels as required here:http://uwm.edu/risk-management/insurance/certificates-of-insurance/. A certificate of insurance must be provided upon award and provided on an annual basis throughout the term of the Contract.

The Contractor shall add: “The Board of Regents of the University of Wisconsin System, its officers, employees and agents as an ‘additional insured’ under the commercial general and automobile liability policies.” The certificate holder shall be listed as the University of Wisconsin-System Administration or System campus for their respective purchases.

22. Record and Audit: The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract at no cost to UWM. Contractor will be required to provide records within ten (10) days upon written request proving their cost basis. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin, and local ordinances.

The Contractor shall retain all applicable documents for a period of not less than five (5) years after the final contract payment is made. UWM reserves the right to inspect any facilities used to support this Contract.

23. Remedies of Audit: Contractor must reimburse UWM for any audit discrepancies in the in the amount of 1% or higher in the form of a vendor credit or a check made payable to UWM within ten (10) business days, to be determined by UWM’s sole discretion. If it is found that the Contractor has recurring audit discrepancies on a perpetual continuous basis of 10% or higher, UWM reserves the right to terminate the contract upon written notification within ten (10) business days. Vendor’s cost shall be subject to verification at any time upon request by the UWM Purchasing Office. This is a cost-plus Contract.

24. Contract Cancellation: 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, such as but not limited to product deficiencies, excessive late deliveries, failed audits, and excessive price increases. UWM shall give notice, in writing, of such termination at least twenty (20) 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.

25. Entire contract: This contract is awarded based on the criteria established in the RFB, including attachments and any amendments issued. The UWM Contract, the RFB including any amendments, Supplier’s response with attachments including any written communications incorporated into the contract, and the purchase order, constitute the entire contract between the parties. The order of priority in interpreting the contract shall be as listed above.

http://uwm.edu/risk-management/insurance/certificates-of-insurance/ http://uwm.edu/risk-management/insurance/certificates-of-insurance/

6/14/2021