finalKK21-01-O Audiology EquipBID.docx

State of Wisconsin – UW-Milwaukee Wis. STATS 16.75

Purchasing Agent: Kathy Kercheck Email: uwmbids@uwm.edu

See section 6.6 for rules regarding communications during a Bid.

All bidders who reply to bid will receive notice of results, bid opening attendance is not required.

Questions Due: Sept. 28, @ 2:00PM Mke Local Time

Bid Due: Oct. 8th 2:00PM Mke Local Time Bid Opening: Oct. 8th @ 2:45PMke Local Time

Submission: Email with “Bid KK22-01-O” as subject line

BID RESPONSIVENESS: To be considered responsive, the Bidder must submit the following. (Bidder must check the respective boxes to indicate compliance with each requirement.:

|_| MANDATORY: This cover page

|_| MANDATORY: Required Bidder Form DOA-3828 (attached, section 4 is optional)

|_| MANDATORY: Bid Response EXHIBIT A, table and itemized bid list (pgs 14-15)

|_| MANDATORY: Full Price List of all Products available for sale to UWM.

|_| OPTIONAL: Any exceptions to Contract Terms and Conditions. See Section 7.1.

Attachments:

Business Associate Agreement DOA-3828Required Bidder Form

Bidder Company Name:

Bidder Representative Name: Printed - Signature -

Bidder Email address:

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: The State’s Vendor Notification System recently changed from VendorNet to eSupplier. UW agencies still use VendorNet to post information regarding solicitations, which is accessible to vendors without needing to register by going to https://vendornet.wi.gov/ and going to the “Bid” tab. However, VendorNet no longer provides vendors with automatic notifications. Vendors are also no longer able to register with VendorNet. If you prefer to receive automatic updates when new solicitations are posted, or when a change to an existing solicitation is posted, please register with eSupplier at https://eSupplier.wi.gov/. Here is a link to instructions that may aid you in registering with. https://esupplier.wi.gov/starcontent/eSupplier/eSupplier%20-%20Registering%20as%20a%20Bidder.pdf

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

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

1.3.4 BAA – Business Associate Agreement to comply with HIPAA regulations

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” or “Contractor.”

1.3.8 “Must”, “Shall”, and “Will” are mandatory requirements.

1.3.9 “UWM” means the University of Wisconsin-Milwaukee.

1.3.10 “F.O.B. Destination (Pickup and Delivery) Freight Prepaid and Allowed” means the Seller retains title and control of goods until they are delivered and the contract of carriage has been completed. The seller selects the carrier and is responsible for the risk of transportation and pays for the transportation.

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 to contract for Audiology Equipment, Accessories and supplies, and repair service over the term of the contract. This is an optional contract for UWM and should not be construed as mandatory.

The UWM Audiology Group provides hearing evaluations and affordable hearing aids serving patients in Southeastern Wisconsin. The clinic is located at 10425 W North Ave #110, Wauwatosa, WI 53226

1.5 SCOPE: See specifications in Section 2 and Exhibit A for the minimum acceptable specifications for items/services desired. does not guarantee to purchase any specific quantity or dollar amount.

1.6 TERM OF CONTRACT: The contract will run from May 1st, 2021 through June 30, 2023, with the option for three (3) one (1) year renewals (7-1-23 thru 6-30-23, etc.). Renewals shall be automatic unless one party gives written notification 30 days in advance of renewal term. UWM reserves the right to extend the contract beyond the term of the contract if it is in UWM’s best interest.

1.7 ELECTRONIC ORDERING/E COMMERCE: Customers of this contract may want to take advantage of electronic ordering and “E-Commerce” opportunities that may be offered by the Contractor. All electronic orders shall receive contract pricing and/or discounts

1.8 TYPES OF ORDERS: Under this contract, Specific order(s) and 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.

2.0 QUALIFICATIONS: To be eligible for a Contract award, you must be qualified and able to provide the following as required or your bid will be disqualified. Respond on Bidder Respond Sheet, Exhibit A, included herein.

2.1 BASIC REQUIREMENTS:

2.1.1 Bidder Experience: Bidder company or its principals must be in the business of providing audiology equipment, supplies, and accessories and must have done so for the past two (2) years.

2.1.2 Authorization: Bidder must be an original manufacturer, authorized distributor, or dealer authorized by manufacturer with service and repair capabilities for the item/s.

2.1.3 Authorization: Must complete the Cover Sheet, Exhibit A, attached Vendor Information Form (DOA 30828) to identify designated contact people, to provide information regarding the size of the bidder’s company, and other information as requested. All sections of this form must be completed.

2.1.4 Minimum Order: Bids that require any minimum order quantity or dollar amount may be disqualified.

2.2 SPECIFIC REQUIREMENTS:

2.2.1 CONFIDENTIALITY AND HIPAA: Information concerning clients obtained in the administration of this contract shall be confidential.

The UWM Audiology Group is a HIPAA-covered entity. All contracted suppliers must sign a Business Associate Agreement (the form is an attachment to this bid) to comply with HIPAA.UWM must have a countersigned BAA on file before contract can be signed.

2.2.2 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, high end hearing instruments and equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for three (3) years from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the Contractor.

2.2.3 All contractors that supply hearing aids to UWM must include a hearing instrument charger with each binaural set of rechargeable hearing instruments.

2.2.4 In addition, UWM is asking for contractor to provide, with each binaural hearing instrument purchase, an additional free accessory of the audiologist’s choosing amongst what vendor will offer, with minimum value of $100, such as a remote microphone, TV streaming system, remote control, etc.

2.3 SERVICE REQUIREMENTS:

2.3.1 DELIVERY: F.O.B DESTINATION FREIGHT PREPAID AND ALLOWED (PICKUP AND DELIVERY): Bid prices shall include but not be limited to supplies, insurance, parking, packing, packaging, and transportation to UWM. Contractor insures risk of loss to UWM and pays freight.

Failure to bid FOB DESTINATION delivery charges and risk of loss borne by the Contractor in bid price or discount may disqualify your bid.

2.3.2 TIMELINESS OF DELIVERY: Delivery is desired as soon as possible after receipt of an order. State on the Bidder Response Sheet when delivery can be made. Timeliness of delivery may be used in evaluation for bid award.

The contractor is required to notify the ordering department of any back order, discontinuation of item(s) or other delays in shipping within two (2) working days of a receipt of order or release against existing order(s).

2.3.3 ITEM RETURN POLICY: Contractor should provide for return of items ordered in error for up to 120 calendar days from receipt with the University paying only the return shipping costs. Bidder should indicate in detail on the Bidder Response Sheet their company’s return policy.

2.3.4 SHIPMENTS, DUPLICATES AND OVERSHIPMENTS: Upon notification by the University of a duplicated order or overshipment, the items identified must be removed at the Contractor's expense. If the duplicated or over-shipment items are not removed within 30 days of written notification, the University reserves the right to dispose of them as its own property and shall not be held liable for any cost for the items.

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

2.3.6 SPECIAL PANDEMIC AND EMERGENCY OPERATIONS CONSIDERATIONS: The University of Wisconsin System, individual campuses, municipalities, counties, or the State or Federal government may have emergency orders or guidelines in place mandating or recommending measures such as face masks, protective gear, hand washing, temperature checks, symptom reporting, social distancing, or other temporary public health and safety measures. All suppliers visiting UW campuses or participating in UW sponsored activities, whether on or off campus, must comply with all relevant University, campus, government, and public health and safety mandates and guidelines unless specifically exempted by the applicable legislation, executive order or public health order. UW reserves the right to impose additional health and safety requirements, processes, and procedures at any time. Proposers, contractors and suppliers and their support personnel present in person at any UW site or event must comply with all such applicable measures in effect at that location unless specifically exempted by advance written authorization.

2.4 ACCEPTANCE AND TESTING (POST AWARD): Acceptance testing will occur within 120 days after the item has been delivered. Acceptance testing will be performed by the University and will consist of verification of the specifications and performance requirements.

If the item/service does not meet specification or performance requirements, the Contractor will have 30 days to meet requirements. If after this time period the item/service still does not meet specifications or performance requirements, the Contractor 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

3.0 ACCOUNTING AND PAYMENTS

3.1 ACCOUNTING:

3.1.1 Contractor should be able to report on a semi-annual basis all items/services purchased against this contract during the designated report period, including but not limited to:

· 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

3.1.3 Upon request the contractor shall work with UWM to review invoices, explain charges, discuss problems and mutually agree on courses of action which may be required to provide improved control and/or services.

3.2 INVOICE REQUIREMENTS: Invoices and purchasing card charges shall reflect the discounts and net prices established for the items/services on this contract for all orders placed even though the contract number and/or correct prices may not be referenced on each order or at time of purchasing card order

Payment terms and invoicing for purchasing card will be made in accordance with the purchasing card contact.

NO credit card processing fees shall be allowed to users of the Contract.

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.

3.3 INVOICING PERFORMANCE: If a complaint is received by the contract manager regarding a billing error, the Contractor will be notified in writing that the invoicing is not in compliance with the contract. The fourth 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 fifth 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.

Payment will not be made until the item/service is determined to meet all specifications and has been accepted by UWM. UWM will pay the Contractor Net 30 days as accepted by UWM.

4.0 RESERVE THE RIGHT TO USE ALTERNATE SUPPLIERS: UWM reserves the right to purchase from other suppliers according to procurement policies, if the awarded suppliers cannot provide the product/s required.

ADDITIONAL MANUFACTURERS: UWM reserves the right to add new manufacturers to contract when the UWM Audiology Group has a specific need and request to do so. Such manufacturers shall complete a bid form and agree to all terms and conditions.

5.0 ADDITIONAL PRODUCTS/SERVICES: UWM reserves the right to purchase all relevant products and services listed in Exhibit A, the Bidder’s full price list, and any additional similar items. Contractor shall provide new products at the same pricing as those currently listed, or in instances where the product is unique and does not apply to a similar product, pricing on these items must be forwarded by the Contractor to the UWM Purchasing Office, Kathy Kercheck, 414 229 7162, kkerchec@uwm.edu, at least ten (10) business days in advance and receive prior written approval before delivery. All items that are not on the contract and that have not met the criteria set forth will not be allowed.

6.0 BID PROCEDURES AND INSTRUCTIONS:

METHOD OF BID: Bidder must complete Exhibit A, and all of the “mandatory” requirements as listed on the front cover sheet of the Bid, according to the directions provided.

Bidder must submit a bid in the form of a percent discount from the most current price list identified on the Itemized Bid List for each manufacturer. Bidder must identify current price list by title and date on the Itemized Bid List if the University has not identified it above.

6.1 The bid prices on the products must be all inclusive for all applicable costs, fees, supplies, delivery, insurance, consultations, and expenses. No additional costs, fees or expenses will be allowed that are not stated in this bid.

For Non-Listed, Related Items: Bidder shall submit on the Itemized Bid List a discount from current manufacturer's published price list. Bidder must identify by title and date which price list is being used. Discounts bid must be rounded to whole numbers, (e.g., 54% or 48%, NOT 54.2% or 48.1%) from the price list. Failure to provide the rounded discount as requested may result in rejection of your bid for non-specified, related items.

If there is more than one price list, each price list and the related discounts should be identified. If the price list(s) has more than one price column, Bidder must identify from which price column discounts are taken.

If the price list includes more than one column, bidder must identify to which column the percent bid is applied or your bid for that manufacturer may be disqualified. If not identified by the bidder, the UW may use the highest priced column for award consideration.

The column identified shall be used as the basis for award and all subsequent orders unless a lower priced column is negotiated by the parties.

6.2 METHOD OF AWARD: Award(s) shall be made on the basis of the highest percentage discount(s) bid, resulting in the lowest net price for each manufacturer identified on the Itemized Bid List. Bids that state the University shall guarantee a specific quantity or dollar amount may be disqualified.

Award Criteria are as follows Volume discounts shall not be considered when determining award. However, they shall apply to orders issued on this contract.

If multiple discounts are bid, the discount may be averaged for award purposes only. Actual discounts bid shall be considered firm for the entire contract and will be used for future orders.

It is intended that one award per manufacturer shall be made on the specified manufacturer's item. Alternate items, if deemed equivalent by the University, may be awarded as additional product line(s).

6.3 BID PRICING HELD FIRM: Bid pricing shall be held firm for sixty (60) days from the date of Bid opening, unless otherwise noted.

6.4 BID RESPONSIVENESS: Bids may be evaluated by the Purchasing Agent, Purchasing Director and/ Department Users, 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, 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 mandatory requirements may result in the Bid being deemed non-responsive. Bidders are encouraged to ask questions to resolve any ambiguities in the 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 (1) reject all bid responses and make no award; (2) waive irregularities or technicalities; (3) request clarifying information from Bidders; (4) delete specifications, conditions of the bid, or items not bid, if two or more or 50% of more of the bidders are unable to comply; (4) make a partial award; and (5) accept or reject all or part of any Bid response submitted.

6.5 MINORITY BUSUSINESS ENTERPRISE: The State of Wisconsin is committed to the promotion of minority business in the state's purchasing program and a goal of placing 5% of its total purchasing dollars with certified minority businesses. Authority for this program is found in ss. 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes. The contracting agency is committed to the promotion of minority business in the state's purchasing program.

The State of Wisconsin policy provides that minority owned business enterprises certified by the Wisconsin Department of Commerce, Bureau of Minority Business Development should have the maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly urged to use due diligence to further this policy by awarding subcontracts to minority owned business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal of awarding at least 5% of the contract price to such enterprises.

6.6 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 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 “KK21-01-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.

6.7 BID SUBMISSION: The method of submission shall be as set forth on the Bid Cover Sheet: All bids must be signed on the Bidder Signature block (bottom of cover page) or they may be deemed non-responsive and be rejected.

6.7.1 Delivered via Email

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 “KK21-01-O 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.

6.8 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. If this is an informal bid, addendum will be sent to all Bidders receiving a RFB or to any Bidder requesting a copy.

6.9 COOPERATIVE PURCHASING: N/A

6.10 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 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. If declaring confidentiality, use REQUIRED BIDDER FORM (attached) form section 4.

7.0 STANDARD TERMS AND CONDITIONS:

7.1 ENTIRE CONTRACT: A contract will be awarded to the successful Bidder(s) based on the criteria established in this RFB, including attachments and any amendments issued. The 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 Contract, (2) the Bid document, including any amendments/attachments; (3) the successful Bidder’s response to RFB, and (4) Official Purchase order, if applicable.

Any exceptions to the Contract Terms and Conditions must be submitted in 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.

7.2 RIGHT TO REJECT BIDS AND NEGOTIATE CONTRACT TERMS: UWM reserves the right to reject 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. UWM may negotiate the terms of the Contract, including the Award amount, with the selected bidder/s prior to entering into a Contract. If Contract negotiations cannot be concluded successfully with the lowest cost Bidder/s, the agency may negotiate a Contract with the next lowest cost bidder. UWM reserves the right to negotiate with any contracted vendor(s) to establish additional discounts and/or lower prices for products determined to meet the requirements of a University-led initiative to set product standards. Contract vendor(s) may be asked to provide new, lower prices for these standard products and configurations for a limited, fixed term, to fall within the term of the contract resulting from this Request for Bid.

7.3 VENDOR AGREEMENTS/CONTRACTS: UWM will not sign Vendor-supplied agreements/contracts.

7.4 AMENDMENTS: It is specifically understood and agreed that such items relative to laboratory testing services which are not herein covered may be added to or excluded from this bid and resulting contract by UWM without voiding in any manner the provisions of the existing contract. This contract may be modified or amended in writing signed by authorized signatories of Contractor and UWM.

7.5 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 required. NO ALTERNATES to manufacturers will be accepted.

7.6 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

7.7 FIRM PRICES / CHANGES: Prices must remain firm for the first initial term of the contract. Price increase requests proposed after the initial Contract term must be received by Purchasing, Kathy Kercheck, kerchec@uwm.edu in writing for acceptance or rejection. Proposed price increases are limited to fully documented cost increases submitted thirty (30) days prior to contract renewal. If Purchasing deems cost increases are not acceptable, UWM reserves the right to rebid the contract in whole or part or to negotiate price increase requests with the Contractor. Prices established may be lowered due to general market conditions or negotiations between the Contractor and the University.

Price increases must be labeled with the contract number and be submitted in the same format as the original Itemized Bid List. Any price increase requested that is not submitted in the proper format may be rejected.

UWM requests that all non-listed, related items available from the manufacturer be made available at a single percentage discount from the manufacturer's catalog or price list identified by the bidder on the Itemized Bid List.

Percentage discount(s) for non-listed, related items must remain firm during the initial and each succeeding Contract term; or may be renegotiated by the University and the Contractor.

7.8 MATERIAL SAFETY DATA SHEETS (MSDS): Must submit copies of the appropriate Material Safety Data Sheet(s) with the initial shipment and with the first shipment after a Material Safety Data Sheet is updated. The vendor must send the initial or updated Material Safety Data Sheet(s) with a complete container, partial container or single product. The vendor, distributor or manufacturer may make access to Material Safety Data Sheets available online via their website, however, Material Safety Data Sheets must be provided as stated herein, regardless of online availability, to meet State and OSHA requirements.

7.9 TERMINATION FOR CONVENIENCE: Either party may terminate the Contract at any time, without cause, by providing a written notice; the State by providing at least 30 calendar days’ notice to the Contractor, and the Contractor providing at least 60 calendar days’ notice to UWM in advance of the intended date of termination.

In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the State, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the State, the Contractor may be compensated for the actual service hours provided. The State shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund.

7.10 TERMINATION FOR CHANGE IN LAW: This Contract may be terminated either by mutual agreement or at the discretion of the State following any amendment to, or judicial interpretation of, Federal or State law that:

7.8.1 Renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary

7.8.2 Renders accomplishment of the Contract’s objectives impossible, patently unreasonable, or unnecessary.

7.11 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 -Continual billing errors, occurrence of which is not corrected after notification by the University resulting in significant additional labor by UWM in processing payments, -If, at any time a petition in bankruptcy shall be filed against the vendor and such petition is not dismissed within 90 calendar days, the University shall have right, in addition to any other rights of whatsoever nature that it may have at law or inequity, to terminate this Contract by giving 90 calendar days’ notice in writing of such termination.

Written notice will be issued by the UWM Purchasing Office, citing cause and effective date UWM shall give notice, in writing, of such termination at least sixty (60) 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.

If at any time the Contractor performance threatens the health and/or safety of the University, its staff, patrons, or others who may be at the clinic location, UWM has the right to cancel and terminate the Contract without notice

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

7.13 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.

7.14 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.

7.15 ANTITRUST ASSIGNMENT: The Contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

7.16 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 State of Wisconsin.

7.17 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (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.

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

7.19 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.

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

7.21 PUBLIC RECORDS ACCESS: It is the intention of the state 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. Contact kkerchec@uwm.edu one day in advance of bid opening if attending in person.

7.22 CERTIFICATION FOR COLLECTION OF SALES AND USE TAX: The State of Wisconsin shall not enter into a contract release 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.

7.23 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. The University reserves the right to inspect any facilities used to support this Contract.

7.24 SUBCONTRACTING OR ASSIGNMENT: Any contract resulting from this bid shall not be, in whole or in part, subcontracted, assigned or otherwise transferred to any other Contractor without prior written approval by UW Milwaukee Purchasing. The Contractor shall be directly responsible for any subcontractor’s performance and work quality when used by the Contractor to carry out the scope of the job. Subcontractors must abide by all terms and conditions under this contract. If subcontractors are to be used, the Contractor must clearly explain their participation.

7.25 SEPARABILITY: If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that provision shall be deemed to be null and separable from the remaining provisions, and shall in no way affect the validity of this contract.

7.26 WAIVER: A waiver by either party of any terms or conditions, provisions, or covenants of this contract in any instance shall not be deemed or construed to be a waiver of any such term, condition, provision, or covenant for the future, or of any subsequent breach of same. All remedies, rights, undertakings, obligations, and agreements contained in this contract shall be cumulative and shall not be in limitation of any other right, remedy, undertaking, obligation, or agreement of either party.

7.27 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.

7.28 AFFIRMATIVE ACTION: As a State agency, UWM requires Operators issued a purchase order exceeding $50,000 to provide an Affirmative Action Plan. Failure to comply appropriately with these requirements can lead to your company being banned from doing business with any agency of the State of Wisconsin. Additionally, failure to comply can result in termination of this contract, or withholding of payment. Provide the requested information on the Vendor Information form (DOA-3477) attached. For additional information, see Section 19.0 of the Standard Terms & Conditions. Some exceptions may apply, and instructions for completing a plan are available upon request.

7.29 NONDISCRIMINATION: Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

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.

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.

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.

7.30 INDEMNITY AND INSURANCE REQUIREMENTS: Upon request by the University, the Contractor is required to provide a Certificate of Insurance, from an insurance company licensed to do business in the State of Wisconsin, with a minimum AM Best rating of A-, and signed by an authorized agent.

7.26.1 Contractor must indemnify, defend and hold harmless the Board of Regents of the University of Wisconsin System, UW-Milwaukee, its officers, employees and agents from and against any and all claims, demands, losses, liability, costs, damages or expenses (including financial or consequential damages) of every kind and description or damage to persons or property occurring in connection with or in any way incidental to or arising out of the occupancy, use, service, operations or performance of work in connection with this Contract, but only to the extent that such claims are caused by or result from the negligence, misconduct or other fault of the Contractor, its officers, employees, agents, subcontractors, vendors or volunteers.

7.26.2 Contractor agrees to protect itself and the Board of Regents of the University of Wisconsin System and UW-Milwaukee under the indemnity agreement set forth in the above paragraph. Contractor will at all times during the terms of this Contract keep in force and effect commercial general liability, professional liability (medical malpractice), excess/umbrella liability, automobile liability, excess/umbrella liability, worker's compensation, and employer’s liability insurance policies issued by a company or companies rated A- or better by AM Best and authorized to do business in the State of Wisconsin with the following minimum limits of coverage;.

7.26.7 Worker’s Compensation Statutory Limits

7.26.9 Additional Insured Provision:

Coverage afforded shall apply as a primary with the Board of Regents of the University of Wisconsin System, its officers, employees, and agents named as an additional insured on the commercial general, automobile and excess/umbrella liability policies.

7.26.10 Insurer shall give sixty (60) day advance written notice of non-renewal, cancellation (10 days for non-payment of premium), or expiration during the term of this Contract. In the event of non-renewal, cancellation, or expiration, the Contractor shall provide the University evidence of the new source(s) of required insurance within twenty-one (21) calendar days after the University’s receipt of the sixty (60) day notice. Failure to maintain the required insurance in force may be cause for Contract termination.

7.26.11 The hold harmless, indemnity and insurance provisions of this Contract shall survive the termination of this Contract and shall remain operative until the time that all potential claims or potential civil actions by the parties or by third parties shall expire under existing law.

7.26.12 If any policies are written on a claims-made basis, Contractor shall not discontinue or change liability insurance policies in effect during any part of this Contract without buying an extended reporting period to cover potential claims that may have occurred during the term of this agreement.

7.26.13 Contractor shall notify UWM immediately upon the commencement of any litigation against Contractor where there is any possibility the Board of Regents of the University of Wisconsin System and/or UWM may be made a party thereto.

7.31 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications.

7.32 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. Signing the Bid with a false statement shall void the submitted Bid and any resulting contract(s).

7.33 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.

7.34 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.

7.35 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies 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 UWM. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

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 prior written approval. Any such report or release of information shall, at a minimum, comply with those requirements enumerated in the Gramm-Leach-Bliley Act, 15 USC 6801 et seq., University standards for safeguarding such information, and all other applicable laws regarding consumer privacy

7.36 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.

7.37 REPORT OF CHILD ABUSE OR NEGLECT: If, in the course of providing services to UWM, contractor (or its agent or employee) observes an incident or threat of child abuse or neglect, or learns of an incident or threat of child abuse or neglect, and the contractor (or its agent or employee) has reasonable cause to believe that child abuse or neglect has occurred or will occur, contractor must make a report of that abuse or neglect to law enforcement or to a county social service agency as provided in UWM’s Child Abuse and Neglect Policy. If the suspected child abuse or neglect involves UWM, the contractor shall also report that abuse to the UWM Office of Equity and Diversity Services.

7.38 SMOKE & TOBACCO FREE CAMPUSES: UWM is committed to maintaining a safe campus environment and to ensuring that it acts to the extent possible to shield its students and employees from harm. To mitigate the established health risks associated with the use of tobacco products and exposure to second- hand smoke, UWM prohibits smoking, including electronic delivery devices, and the use of tobacco on all campus property.

7.39 SUPPLIER DIVERSITY:

Minority business enterprise program (MBE): The State of Wisconsin is…