Financial_Advisor_Services.pdf

REQUEST FOR PROPOSAL

2023-RFP-001-PR

FINANCIAL ADVISOR SERVICES

County of Dane

City-County Building, Room 426 , 53703

Madison, WI 53703

RELEASE DATE: November 30, 2022

DEADLINE FOR QUESTIONS: December 14, 2022

RESPONSE DEADLINE: January 6, 2023, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/countyofdane

County of Dane

REQUEST FOR PROPOSAL

Financial Advisor Services

I. Introduction II. RFP Overview

III. Evaluation IV. Project Overview/Scope of Services V. RFP Reponses Requirements

VI. Pricing Proposal VII. Vendor Questionnaire

VIII. General Guidelines and Terms & Conditions IX. Standard Terms and Conditions

Request For Proposal #2023-RFP-001-PR Title: Financial Advisor Services

1. INTRODUCTION

1.1. Summary

Financial Advisor Services for Dane County.

1.2. Background

Dane County typically conducts one general obligation financing each year to finance a portion of the

County’s capital project budget. The total borrowing authority contained in the 2023 capital budget is approximately $162.7 million. This amount may be either increased or decreased during 2023 depending on the progress of budgeted projects. The County expects to issue bonds for its 2023 borrowing in September.

Dane County's most recent borrowing issue received a "AAA" rating from Standard and Poor's.

The Financial Advisor will assist the County in the analysis, structure, issuance and management of debt.

The Financial Advisor may also be called upon to provide other financial advisory services as needed.

1.3. Contact Information

Pete Patten

Lead Purchasing Officer

210 Martin Luther King Jr. Blvd. Room 425

Madison, WI 53703

Email: patten.peter@countyofdane.com

Phone: (608) 267-3523

Department:

Administration

1.4. Timeline

Release Project Date November 30, 2022

Question Submission Deadline December 14, 2022, 4:30pm

Question Response Deadline December 16, 2022, 4:30pm

Proposal Submission Deadline January 6, 2023, 2:00pm mailto:patten.peter@countyofdane.com tel:(608)267-3523

2. RFP OVERVIEW

2.1. Introduction

The purpose of this document is to provide interested parties with information to enable them to prepare and submit a proposal according to the specifications set forth within this document.

The County intends to use the results of this process to award a contract or issue of purchase order for the product(s) and or services(s) stated: Financial Advisor Services for Dane County.

The Dane County Purchasing Division is the sole point of contact for questions and issues that may arise during the RFP process.

2.2. Clarification of the Specifications

All inquiries concerning this RFP must be submitted via the County's eProcurement Portal.

Any questions concerning this RFP must be submitted before 4:30 pm on Wednesday, December 14, 2022.

Proposers are expected to raise any questions, exceptions, or additions they have concerning the RFP document at this point in the RFP process. If a proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the proposer should immediately notify the contact person of such error and request modification or clarification of the RFP document.

Proposers are prohibited from communicating directly with any employee of Dane County, except as described herein. No County employee or representative other than those individuals listed as County contacts in this RFP is authorized to provide any information or respond to any question or inquiry concerning this RFP.

2.3. Vendor Conference

A vendor conference will not be held for this RFP.

2.4. Calendar of Events

Specific and estimated dates and times of actions related to this RFP are listed in the timeline in the

Introduction section above. The actions with specific dates must be completed as indicated unless otherwise changed by the County. In the event that the County finds it necessary to change any of the specific dates and times in the calendar of events listed below, it will do so by issuing an addendum to this RFP and posting such addendum on the Dane County eProcurement Portal. There may or may not be a formal notification issued for changes in the estimated dates and times.

2.5. Submittal Instructions

Dane County reserves the right to accept any part of this bid deemed to be in the best interest of the

County. The County also retains the right to accept or reject any or all bids.

Proposals must be submitted via the County's eProcurement Portal before NO VALUE on Friday, January

6, 2023. Late, faxed, mailed, hand-delivered, or incomplete proposals will be rejected unless otherwise specified. Dane County is not liable for any cost incurred by proposers in replying to this RFP.

To Submit a Proposal:

1. Register at the County's eProcurement Portal at https://procurement.opengov.com/portal/countyofdane

2. Once registered, click on the "draft" button to draft your proposal.

3. Provide company information

4. Answer Vendor Questionnaire

5. Where indicated upload the required documents.

6. The file upload status can be seen for each document uploaded.

7. Confirm all files have been uploaded

8. Review your work and click on "submit" proposal

9. Acknowledge any addenda

2.6. Contract Term

The contract shall be effective ont he contract execution date and shall run for a five (5) year term from that date.

3. EVALUATION

No. Evaluation Criteria Scoring Method Weight (Points)

1. Organizational Capabilities Points Based 30 (30% of Total)

2. Staff Qualifications Points Based 15 (15% of Total)

3. Scope of Services Points Based 10 (10% of Total)

4. Bond Rating Points Based 10 (10% of Total)

5. Project Approach Points Based 10 (10% of Total)

6. Financial Management Services Points Based 5 (5% of Total)

7. Cost Points Based 20 (20% of Total)

4. PROJECT OVERVIEW/SCOPE OF SERVICES

4.1. Definitions and Links

The following definitions and links are used throughout the RFP.

County: Dane County

County Agency: Department/Division utilizing the service or product.

Dane County Purchasing website: www.danepurchasing.com

Fair Labor Practices websites: www.nlrb.gov and http://werc.wi.gov

Purchasing

Proposer/Vendor/Firm/Contractor: a company submitting a proposal in response to this RFP.

4.2. Scope of Services

The County issues its debt using a competitive sale and secured by its general obligation. The following is a listing of the services that the County expects to receive from its Financial Advisor. The proposal should include a discussion of how the services are to be provided; experience in providing such services to governmental entities; and innovative methodologies or presentations to be used.

A. Assist the County in evaluating alternative mechanisms for financing capital improvements and/or economic development projects.

B. Make recommendations to the County for structuring proposed debt issues in light of relevant factors, such as current indebtedness, available revenue support, anticipated market response and statutory constraints. The recommendations should include a discussion of the term of the debt, amortization schedule, amount of discount, call provision and credit enhancement.

C. Prepare a calendar of events for the issuance of debt instruments.

D. Develop and prepare the preliminary official statement, an official bid form and the final official statement.

E. Prepare and publish an official notice of sale.

F. Assist the County in developing and maintaining strategies that promote the best possible bond rating for the County. Traveling to the offices of Moody’s Investors Service and Fitch Ratings to assist the

County in rating presentations if necessary.

G. Coordinate the debt issuance process with bond counsel and other Participants.

H. Market the debt issue to solicit the maximum number of bids.

I. Act as the agent of the County to accept telephone, electronic and written bids for each debt issue.

J. Evaluate, verify and make recommendations to the County regarding acceptance or rejection of bids including being available to answer questions raised by County staff, the Personnel & Finance

Committee and the County Board.

K. Attend meetings of both the Personnel and Finance Committee and the County Board on the date of each bond sale, if necessary.

http://www.nlrb.gov/ http://werc.wi.gov/

L. Coordinate the steps required to close the debt issue and deliver funds to the County, including, where necessary, the printing of bonds, preparation of closing documents and selection of registrar/paying agent.

M. Provide on-going debt planning and management assistance to the County including analysis of opportunities for refunding existing debt.

N. Maintain separate accounting and billing for each debt issue.

O. Prepare annual disclosure materials as required by regulatory agencies or disclosures required for any material events.

5. RFP REPONSES REQUIREMENTS

5.1. RFP Response Preparation Requirements

1. RFP Response - Proposers shall upload and submit their proposal response document(s) via Question

#1 of the Vendor Questionnaire.

-The RFP Response shall be organized to comply with the section numbers and names as shown below.

Each section heading shall be clearly marked.

- Cover letters, cover pages and a Table of Contents may be included but are not required.

- Graphics may be included but are not required.

2. Cost Proposal Response

- Complete the Pricing Table located within the RFP posting. If there is no Pricing Table, then look for a

Cost Proposal attachment to download, complete and upload - see instructions below.

- If there is NOT a pricing table included within the RFP posting, then proposers shall download the Cost

Proposal attachment, complete it and then upload and submit the Cost Proposal response document(s) via Question #2 of the Vendor Questionnaire. This document shall be submitted in PDF Format.

All proposal documents must be saved in PDF format unless otherwise specified within the RFP document and the file name shall include the RFP# and name of business submitting proposal.

Example of how to name the files:

2023-RFP-025 – Vendor Name

2023-RFP-025 – Vendor Name - Cost Proposal

5.2. 1. Organizational Capabilities

Describe the firm’s organization and size (local, regional, national or international) in relation to providing Financial Advisory Services.

State the location of the office from which this engagement will be serviced and the range of activities performed at that office.

Describe your firms experience as a financial advisor.

Indicate the number of and par amount of financings your firm has participated in during the last three years.

Limit your presentation to only those where your firm acted as an independent financial advisor.

This data should be presented for the firm as a whole and for those financings conducted from the office your firm will use to service the County. Do not include data on financings where your firm acted as the underwriter on a negotiated sale.

5.3. 2. Staff Qualifications

Provide/Upload resumes describing the educational and work experiences for each of the key staff who would be assigned to the project. Identify the staff person who will serve as manager and primary contact on County financings. Education, position in the firm and years of experience are key factors to be considered.

5.4. 3. Scope of Services

Describe how all of the services outlined within the Scope of Services are to be provided. Include experience in providing such services to governmental entities and innovative methodolgies or presentations to be used.

5.5. 4. Bond Rating

Describe your firm’s experience in dealing with Standard and Poor’s, FITCH Ratings and/or Standard &

Poor’s. Discuss how this experience would benefit the County.

5.6. 5. Project Approach

Describe your approach to advising the County on both existing and proposed debt issues for 2023.

Describe how your firm will act as the County’s independent agent in this financing using a competitive sale.

6. PRICING PROPOSAL

COST PROPOSAL

Fees quoted should include all expenses necessary for the sale including travel, telephone, printing, copying, bid posting, bid services and other out of pocket expenses. The cost proposal shall contain all pricing information relative to providing financial advisory services as described in the RFP. The total all-inclusive maximum price to be proposed is to contain all direct and indirect costs including all out-of-pocket expenses. The cost proposal shall include all costs to be billed to the County including the services to be rendered in relation to a debt issue as well as costs for other services provided in relation to capital financing matters.

Line Item Description Quantity Unit of

Measure Unit Cost Total

1 First series of bonds or notes issued in each calendar year 1 Per $1,000

Issued

2 Additional series of bonds or notes issued on same sales date 1 Per $1,000

TOTAL

COST PROPOSAL - DEBT ISSUE

Line Item Description Fee Unit of Measure

3 If County issues debt on more than one date, first series of bonds or notes issued Per $1,000

Issued

4 If County issues debt on more than one date, additional series issued on the same date Per $1,000

COST PROPOSAL - ADVANCE REFUNDING

Line Item Description Fee Unit of Measure

5 Fee per series that includes an advance refunding Per Occurrence

7. VENDOR QUESTIONNAIRE

7.1. Upload your RFP Proposal Response*

REMINDER: DO NOT include the Cost Proposal Response or any cost information in this section.

*Response required

7.2. Local Vendor Preference *

Select a Local Vendor Preference:

Locally Based and Owned Vendor Criteria

1. Your business or corporate headquarters is physically located in Dane County and;

2. Your business owners or shareholders totaling more than 50% of ownership live in Dane County and;

3. Your business is registered and authorized to do business in the State of Wisconsin.

Locally Operated Vendor Criteria

1. Your business is registered and authorized to do business in the State of Wisconsin and;

2. Your business has an established place of business within Dane County.

Non-Locally Operated Vendor Criteria

1. Your business is registered and authorized to do business in the State of Wisconsin and;

2. Your business has an established place of business in one of the following Wisconsin Counties:

Columbia, Dodge, Green, Iowa, Jefferson, Rock, or Sauk.

NOTE: A post office box address does not qualify as an established place of business.

☐ Locally Based & Owned Vendor

☐ Locally Operated Vendor

☐ Non-Locally Operated Vendor

☐ No Local Vendor Preference

*Response required

7.3. Cooperative Purchasing*

Reference Guidelines - Section F.

Does your company agree to furnish the commodities or services of this bid to municipalities and state agencies?

☐ Yes

☐ No

*Response required

7.4. Fair Labor Practice Certification *

Has your company been found by the National Labor Relations Board ("NLRB") or the Wisconsin

Employment Relations Commission ("WERC") to have violated any statute or regulation regarding labor standards or relations in the seven years prior to the date this bid submission is signed?

If yes is answered, a copy of any relevant information regarding such violation is required to be uploaded with your bid submission.

Additional information about the NLRB and WERC can be found using the following links:

www.nlrb.gov and http://werc.wi.gov.

☐ Yes and any relevant information regarding such violation has been or will be uploaded with this bid submission.

☐ No

*Response required

7.5. Designation of Confidential and Proprietary Information*

Please specify what information you wish to designate as confidential and proprietary. Please identify section/ pages/ topic /documents, etc.

NOTE: Pricing sections cannot be designated as confidential and proprietary.

If nothing will be designated, simply type "None" in the section below.

*Response required

7.6. Supplemental Document Upload

Upload any additional or required information documents that supplements this solicitation.

7.7. W9 Upload*

Upload your company's W9 form.

NOTE: The W9 is required to be signed within the past 12 months

*Response required

7.8. Vendor Affidavit- Electronic Signature *

Once you start your solicitation you will be asked to complete a DocuSign form.

NOTE: For detailed instructions on how to complete the forms via DocuSign, please access the help articles below:

How to Complete DocuSign Forms

How to Download, Complete and Upload without DocuSign

Click here to go to the form http://www.nlrb.gov/ http://werc.wi.gov/ https://help.procurement.opengov.com/en/articles/5659414-how-to-complete-docusign-forms https://help.procurement.opengov.com/en/articles/5608000-how-to-download-docusign-forms https://na4.docusign.net/Member/PowerFormSigning.aspx?PowerFormId=c590a1f2-87e5-467c-b568-267d7098784a&env=na4&acct=89dea4ef-d946-42fe-b789-43edb8d4c6b1&v=2

*Response required

8. GENERAL GUIDELINES AND TERMS & CONDITIONS

GENERAL INFORMATION

8.1. Reasonable Accommodations

The County will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you need accommodations at a proposal opening/vendor conference, contact the Purchasing Officer listed or call

WI Relay 711 for TDD Services.

8.2. Addenda and Revisions

In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, revisions/amendments and/or supplements will be posted via the County’s eProcurement Portal.

It shall be the responsibility of the proposers to regularly monitor the web site for any such postings.

Proposers must acknowledge the receipt/review of any addendum(s) via the eProcurement Portal.

8.3. Contract Term and Funding

The contract shall be effective on the date indicated on the purchase order or the contract execution date and shall run until completion of the project.

8.4. Bid Opening and Summary Posting

Dane County Purchasing will complete a summary for bids as soon as possible. The only information provided at an opening of an RFP is the name of each vendor submitting a proposal.

8.5. Multiple Proposals

Multiple proposals from a vendor will be permissible, however each proposal must conform fully to the requirements for proposal submission. Each such proposal must be submitted separately and labeled as

Proposal #1, Proposal #2, etc.

Multiple proposals from a vendor will be permissible; however, the proposer must create separate accounts with separate log-in sequences, emails, and passwords on the County’s ePcourement Portal.

Please message procurementsupport@opengov.com with any questions regarding set up.

8.6. Proposal Organization and Format

Proposers must respond to the Vendor Questionnaire via the eProcurement Portal and organize based on submission instructions.

8.7. Designation of Confidential and Proprietary Information

All restrictions on the use of data contained within a proposal and all confidential information must be clearly stated on the Vendor Information Attachment under the “Designation of Confidential and

Proprietary Information” section.

Proprietary information submitted in a proposal, or in response to the RFP, will be handled in accordance with the applicable Wisconsin State Statute(s).

Submitted pricing will always become public information when proposals are opened and therefore cannot be designated as confidential.

Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in Sect.

134(80)(1)(c) Wis. State Statutes, as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method technique or process to which all of the following apply:

1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use.

2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

To the extent permitted by law, it is the intention of Dane County to withhold the contents of the proposal from public view until such times as competitive or bargaining reasons no longer require non-disclosure, in the opinion of Dane County. At that time, all proposals will be available for review in accordance with the Wisconsin Open Records Law.

In the event the Designation of Confidentiality of this information is challenged, is required to provide legal counsel or other necessary assistance to defend the Designation of Confidentiality.

Failure to designate confidential and proprietary information within the Designation of Confidential and

Proprietary Information section of the Vendor Information Attachment may mean that all information provided as part of the proposal response will be open to examination or copying. The County considers other markings of confidential in the proposal document to be insufficient. The undersigned agrees to hold the County harmless for any damages arising out of the release of any material unless they are specifically identified within the Designation of Confidential and Proprietary Information section of the

Vendor Information Attachment.

8.8. Cooperative Purchasing

Participating in cooperative purchasing gives vendors the opportunity for additional sales without additional bidding. Municipalities and state agencies use cooperative purchasing to expedite purchases.

A “municipality” is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (20, Wis. Stats.

On the Vendor Information page, you will have the opportunity to participate in allowing municipalities and state agencies to piggyback this bid. Participation is not mandatory. A vendor’s decision on participating in this service has no effect on awarding the bid.

Dane County is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases.

8.9. Vendor Registration

Vendors are required to register at the County’s eProcurement Portal. Registration is free and will ensure that you receive notifications of solicitations that match your profile and category code(s).

Registering allows a vendor the opportunity to receive notifications for bids issued by the County and provides the County with up-to-date company contact information.

Once registered, please check to make sure your vendor information including commodity codes is up-to-date by signing into your account at:

https://procurement.opengov.com/portal/countyofdane.

8.10. Local Purchasing Ordinance

Under County ordinances, a Local Vendor is defined as a supplier or provider of equipment, materials, supplies or services that has an established place of business within the County of Dane. An established place of business means a physical office, plant or other facility. A post office box address does not qualify a vendor as a Local Vendor.

County ordinance provides that a local vendor automatically receive five points toward the evaluation score.

Vendors located within the counties adjacent to Dane County (Columbia, Dodge, Green, Iowa, Jefferson, Rock, Sauk) automatically receive two points toward the evaluation score.

8.11. Dane County Sustainability Principles

On October 18, 2012, the Dane County Board of Supervisors adopted Resolution 103, 2012-2013 establishing the following sustainability principles for the county:

• Reduce and eventually eliminate Dane County government’s contribution to fossil fuel dependence and to wasteful use of scarce metals and minerals;

• Reduce and eventually eliminate Dane County government’s contribution to dependence upon persistent chemicals and wasteful use of synthetic substances;

• Reduce and eventually eliminate Dane County government’s contribution to encroachment upon nature and harm to life-sustaining ecosystems (e.g., land, water, wildlife, forest, soil, ecosystems);

• Reduce and eventually eliminate Dane County government’s contribution to conditions that undermine people’s ability to meet their basic human needs.

8.12. Fair Labor Practices

Dane County Ord. 25.09 (1) is as follows:

(28) BIDDER RESPONSIBILITY. (a) Any bid, application or proposal for any contract with the county, including public works contracts regulated under chapter 40, shall include a certification indicating whether the bidder has been found by the National Labor Relations Board (NLRB) or the Wisconsin

Employment Relations Committee (WERC) to have violated any statute or regulation regarding labor standards or relations within the last seven years. The purchasing manager shall investigate any such finding and make a recommendation to the committee, which shall determine whether the conduct resulting in the finding affects the bidder’s responsibility to perform the contract.

If you indicate that you have been found by the NLRB or WERC to have such a violation on the Vendor

Information page, you must include a copy of any relevant information regarding such violation with your proposal, bid or application.

Additional information about the NLRB and WERC can be found using the following links:

www.nlrb.gov and http://werc.wi.gov.

8.13. Preliminary Evaluation

The proposals will first be reviewed to determine if requirements in Section 1 and Section 3 are met.

Failure to meet mandatory requirements will result in the proposal being rejected. In the event that all vendors do not meet one or more of the mandatory requirements, the County reserves the right to continue the evaluation of the proposals and to select the proposal which most closely meets the requirements specified in this RFP.

8.14. Proposal Scoring

Accepted proposals will be reviewed by an evaluation team and scored against the stated criteria in

Section 3 of the RFP document. This scoring will determine the ranking of vendors based upon their written proposals. If the team determines that it is in the best interest of the County to require oral presentations, the highest-ranking vendors will be invited to make such presentations. Those vendors that participate in the interview process will then be scored, and the final ranking will be made based upon those scores.

8.15. Oral Presentations/Interview

Top ranked selected proposers may be required to make oral interview presentations and/or site visits to supplement their proposals, if requested by the County. The County will make every reasonable attempt to schedule each presentation at a time and location that is agreeable to the proposer. Failure of a proposer to conduct a presentation to the County on the date scheduled may result in rejection of the vendor’s proposal.

8.16. Right to Reject Proposals and Negotiate Contract Terms

The County reserves the right to reject any and all proposals and to negotiate the terms of the contract, including the award amount, with the selected proposer prior to entering into a contract. If contract negotiations cannot be concluded successfully with the highest scoring proposer, the County may negotiate a contract with the next highest scoring proposer.

8.17. Award and Final Offers

The award will be granted in one of two ways. The award may be granted to the highest scoring responsive and responsible proposer. Alternatively, the highest scoring proposer or proposers may be http://www.nlrb.gov/ http://werc.wi.gov/ requested to submit final and best offers. If final and best offers are requested, they will be evaluated against the stated criteria, scored and ranked. The award will then be granted to the highest scoring proposer.

8.18. Notification of Intent to Award

As a courtesy, the County may send a notification of award memo to responding vendors at the time of the award.

8.19. General Instructions on Submitting Cost Proposals

The Cost Proposal section of this RFP is a separate document and can be found on the www.danepurchasing.com as part of the posting for this RFP. The Cost Proposal section shall be completed and submitted separately from the RFP Response document.

The proposal will be scored using a standard quantitative calculation where the most cost criteria points will be awarded to the proposal with the lowest cost.

8.20. Fixed Price Period

All prices, costs, and conditions outlined in the proposal shall remain fixed for 180 days.

9. STANDARD TERMS AND CONDITIONS

9.1. APPLICABILITY:

The terms and conditions set forth in this document apply to Requests for Proposals (RFP), Bids and all other transactions whereby the County of Dane acquires goods or services, or both.

9.2. ENTIRE AGREEMENT:

These Standard Terms and Conditions shall apply to any contract, including any purchase order, awarded as a result of this request. Special requirements of a resulting contract may also apply. Said written contract with referenced parts and attachments shall constitute the entire agreement, and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the County. Unless otherwise stated in the agreement, these standard terms conditions supersede any other terms and/or conditions applicable to this agreement.

9.3. DEFINITIONS:

As used herein, “vendor” includes a provider of goods or services, or both, who is responding to an RFP or a bid, and “bid” includes a response to either an RFP or a bid.

9.4. SPECIFICATIONS

The specifications herein are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability or performance level, or any combination thereof, desired. When alternates are proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. Dane County shall be the sole judge of equivalency. Vendors are cautioned to avoid proposing alternates to the specifications that may result in rejection of their bid.

9.5. DEVIATIONS AND EXCEPTIONS:

Deviations and exceptions from terms, conditions, or specifications shall be described fully in writing, signed, and attached to the bid. In the absence of such statement, the bid shall be accepted as in strict compliance with all terms, conditions, and specifications and vendor shall be held liable for injury resulting from any deviation.

9.6. QUALITY:

Unless otherwise indicated in the request, all material shall be first quality. No pre-owned, obsolete, discontinued or defective materials may be used.

9.7. QUANTITIES:

The quantities shown herein are based on estimated needs. The County reserves the right to increase or decrease quantities to meet actual needs.

9.8. DELIVERY:

Deliveries shall be FOB destination freight prepaid and included unless otherwise specified. County will reject shipments sent C.O.D. or freight collect.

9.9. PRICING:

Unit prices shown on the bid shall be the price per unit of sale as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid evaluation and contract administration.

1 Prices established in continuing agreements and term contracts may be lowered due to market conditions, but prices shall not be subject to increase for the term specified in the award. Vendor shall submit proposed increases to the Purchasing Division thirty (30) calendar days before the proposed effective date of the price increase. Proposed increases shall be limited to fully documented cost increases to the vendor that are demonstrated to be industry wide. Price increases may not be granted unless they are expressed in bid documents and contracts or agreements.

2 Submission of a bid constitutes bidder’s certification that no financial or personal relationship exists between the bidder and any county official or employee except as specially set forth in writing attached to and made a part of the bid. The successful bidder shall disclose any such relationship which develops during the term of the contract.

9.10. ACCEPTANCE-REJECTION:

Dane County reserves the right to accept or reject any or all bids, to waive any technicality in any bid submitted and to accept any part of a bid as deemed to be in the best interests of the County.

Submission of a proposal or a bid constitutes the making of an offer to contract and gives the County an option valid for 60 days after the date of submission to the County.

1 Proposals must be submitted via the County's eProcurement Portal. THERE WILL BE NO EXCEPTIONS

TO THIS POLICY.

9.11. METHOD OF AWARD:

Award shall be made to the lowest responsible responsive bidder conforming to specifications, terms, and conditions, or to the most advantageous bid submitted to the County on a quality versus price basis.

9.12. ORDERING/ACCEPTANCE:

Written notice of award to a vendor in the form of a purchase order or other document, mailed or delivered to the address shown on the bid will be considered sufficient notice of acceptance of bid. A formal contract containing all provisions of the contract signed by both parties shall be used when required by the Dane County Purchasing Division.

9.13. PAYMENT TERMS AND INVOICING:

Unless otherwise agreed, Dane County will pay properly submitted vendor invoices within thirty (30) days of receipt of goods and services. Payment will not be made until goods or services are delivered, installed (if required), and accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order.

1. NO WAIVER OF DEFAULT: In no event shall the making of any payment or acceptance of any service or product required by this Agreement constitute or be construed as a waiver by County of any breach of the covenants of the Agreement or a waiver of any default of the successful vendor, and the making of any such payment or acceptance of any such service or product by County while any such default or breach shall exist shall in no way impair or prejudice the right of County with respect to recovery of damages or other remedy as a result of such breach or default.

9.14. TAXES:

The County and its departments are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The State of Wisconsin

Department of Revenue has issued tax exempt number ES41279 to Dane County.

1. The County is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. The County is exempt from Wisconsin sales or use tax on these purchases. The County may be subject to other states’ taxes on its purchases in that state depending on the laws of that state. Vendors performing construction activities are required to pay state use tax on the cost of materials.

9.15. GUARANTEED DELIVERY:

Failure of the vendor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the vendor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include administrative costs.

9.16. APPLICABLE LAW AND VENUE:

This contract shall be governed under the laws of the State of Wisconsin, and venue for any legal action between the parties shall be in Dane County Circuit Court. The vendor 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.

9.17. ASSIGNMENT:

No right or duty in whole or in part of the vendor under this contract may be assigned or delegated without the prior written consent of Dane County.

9.18. NONDISCRIMINATION/AFFIRMATIVE

ACTION: During the term of this Agreement the vendor agrees, in accordance with sec. 111.321, Wis.

Stats., and Chapter 19 of the Dane County Code of Ordinances, not to discriminate against any person, whether an applicant or recipient of services, an employee or applicant for employment, on the basis of age, race, ethnicity, religion, color, gender, disability, marital status, sexual orientation, national origin, cultural differences, ancestry, physical appearance, arrest record or conviction record, military participation or membership in the national guard, state defense force or any other reserve component of the military forces of the United States, or political beliefs. The vendor shall provide a harassment-free work environment. These provisions shall include, but not be limited to, the following:

employment, upgrading, demotion, transfer, recruitment, advertising, layoff, termination, training, including apprenticeships, rates of pay or other forms of compensation.

1. Vendors who have twenty (20) or more employees and a contract of twenty thousand dollars

($20,000) or more must submit a written affirmative action plan to the County’s Contract Compliance

Officer within fifteen (15) working days of the effective date of the contract. The County may elect to accept a copy of the current affirmative action plan filed with and approved by a federal, state or local government unit.

2. The vendor agrees to post in conspicuous places, available for employees and applicants for employment, notices setting forth the provisions of this Agreement as they relate to affirmative action and nondiscrimination.

3. Failure to comply with these Terms and Conditions may result in the vendor being debarred, termination of the contract and/or withholding of payment.

4. The vendor agrees to furnish all information and reports required by Dane County’s Contract

Compliance Officer as the same relate to affirmative action and nondiscrimination, which may include any books, records, or accounts deemed appropriate to determine compliance with Chapter 19, D.C.

Ords. and the provisions of this Agreement.

5. AMERICANS WITH DISABILITIES ACT: The vendor agrees to the requirements of the ADA, providing for physical and programmatic access to service delivery and treatment in all programs and activities.

9.19. PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT:

The vendor guarantees goods sold to the County were manufactured or produced in accordance with applicable federal labor laws, and that the sale or use of the articles described herein do not infringe any patent, copyright or trademark. The vendor covenants that it will, at its own expense, defend every suit which shall be brought against the County (provided that such vendor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright or trademark 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.

9.20. SAFETY REQUIREMENTS:

All materials, equipment, and supplies provided to the County must fully comply with all safety requirements as set forth by the Wisconsin Department of Commerce and all applicable OSHA

Standards.

1. MATERIAL SAFETY DATA SHEET: <body> If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29 CFR 1910.1200, provide one (1) copy of the Material Safety

Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

9.21. WARRANTY:

Unless specifically expressed otherwise in writing, goods and equipment purchased as a result of this request shall be warranted against defects by the vendor for one (1) year from date of receipt. An equipment manufacturer’s standard warranty shall apply as a minimum and must be honored by the vendor.

9.22. INDEMNIFICATION & INSURANCE.

1. Vendor shall indemnify, hold harmless and defend County, its boards, commissions, agencies, officers, employees and representatives against any and all liability, loss (including, but not limited to, property damage, bodily injury and loss of life), damages, costs or expenses which County, its officers, employees, agencies, boards, commissions and representatives may sustain, incur or be required to pay by reason of vendor furnishing the services or goods required to be provided under this Agreement, provided, however, that the provisions of this paragraph shall not apply to liabilities, losses, charges, costs, or expenses caused by or resulting from the acts or omissions of County, its agencies, boards, commissions, officers, employees or representatives. The obligations of vendor under this paragraph shall survive the expiration or termination of this Agreement.

2.. In order to protect itself and County its officers, boards, commissions, agencies, agents, volunteers, employees and representatives under the indemnity provisions of the subparagraph above, vendor shall, at vendor’s own expense, obtain and at all times during the term of this Agreement keep in full force and effect the insurance coverages, limits, and endorsements listed below. When obtaining required insurance under this Agreement and otherwise, vendor agrees to preserve County’s subrogation rights in all such matters that may arise that are covered by vendor’s insurance. Neither these requirements nor the County’s review or acceptance of vendor’s certificates of insurance is intended to limit or qualify the liabilities or obligations assumed by the vendor under this Agreement.

The County expressly reserves the right to require higher or lower insurance limits where County deems necessary.

2.1 Commercial General Liability.

Vendor agrees to maintain Commercial General Liability insurance at a limit of not less than $1,000,000 per occurrence. Coverage shall include, but not be limited to, Bodily Injury and Property Damage to

Third Parties, Contractual Liability, Personal Injury and Advertising Injury Liability, Premises-Operations, Independent vendors and Subcontractors, and Fire Legal Liability. The policy shall not exclude Explosion, Collapse, and Underground Property Damage Liability Coverage. The policy shall list DANE COUNTY as an

Additional Insured.

2.2. Commercial/Business Automobile Liability.

Vendor agrees to maintain Commercial/Business Automobile Liability insurance at a limit of not less than $1,000,000 Each Occurrence. Vendor further agrees coverage shall include liability for Owned, Non-Owned & Hired automobiles. In the event vendor does not own automobiles, vendor agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

2.3. Environmental Impairment (Pollution) Liability

Vendor agrees to maintain Environmental Impairment (Pollution) Liability insurance at a limit of not less than $1,000,000 per occurrence for bodily injury, property damage, and environmental cleanup costs caused by pollution conditions, both sudden and non-sudden. This requirement can be satisfied by either a separate environmental liability policy or through a modification to the Commercial General

Liability policy. Evidence of either must be provided.

2.4. Workers’ Compensation.

Vendor agrees to maintain Workers Compensation insurance at Wisconsin statutory limits.

2.5. Umbrella or Excess Liability.

Vendor may satisfy the minimum liability limits required above for Commercial General Liability and

Business Auto Liability under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability; however, the Annual Aggregate limit shall not be less than the highest “Each Occurrence” limit for the Commercial General Liability and Business Auto

Liability. vendor agrees to list DANE COUNTY as an “Additional Insured” on its Umbrella or Excess

Liability policy.

3. Upon execution of this Agreement, vendor shall furnish County with a Certificate of Insurance listing

County as an additional insured and, upon request, certified copies of the required insurance policies. If vendor's insurance is underwritten on a claims-made basis, the retroactive date shall be prior to or coincide with the date of this Agreement, the Certificate of Insurance shall state that professional malpractice or errors and omissions coverage, if the services being provided are professional services coverage is claims-made and indicate the retroactive date, vendor shall maintain coverage for the duration of this Agreement and for six (6) years following the completion of this Agreement. Vendor shall furnish County, annually on the policy renewal date, a Certificate of Insurance as evidence of coverage. It is further agreed that vendor shall furnish the County with a 30-day notice of aggregate erosion, in advance of the Retroactive Date, cancellation, or renewal. It is also agreed that on claims-made policies, either vendor or County may invoke the tail option on behalf of the other party and that the extended reporting period premium shall be paid by vendor. In the event any action, suit or other proceeding is brought against County upon any matter herein indemnified against, County shall give reasonable notice thereof to vendor and shall cooperate with vendor's attorneys in the defense of the action, suit or other proceeding. Vendor shall furnish evidence of adequate Worker's Compensation

Insurance. In case of any sublet of work under this Agreement, vendor shall furnish evidence that each and every subcontractor has in force and effect insurance policies providing coverage identical to that required of vendor. In case of any sublet of work under this Agreement, vendor shall furnish evidence that each and every subcontractor has in force and effect insurance policies providing coverage identical to that required of vendor.

4. The parties do hereby expressly agree that County, acting at its sole option and through its Risk

Manager, may waive any and all requirements contained in this Agreement, such waiver to be in writing only. Such waiver may include or be limited to a reduction in the amount of coverage required above.

The extent of waiver shall be determined solely by County's Risk Manager taking into account the nature of the work and other factors relevant to County's exposure, if any, under this Agreement.

9.23. CANCELLATION:

County reserves the right to terminate any Agreement due to non-appropriation of funds or failure of performance by the vendor. This paragraph shall not relieve County of its responsibility to pay for services or goods provided or furnished to County prior to the effective date of termination.

9.24. FINANCIAL INTEREST PROHIBITED:

Under s. 946.13, Wis. Stats. COUNTY employees and officials are prohibited from holding a private pecuniary interest, direct or indirect, in any public contract. By executing this Agreement, each party represents that it has no knowledge of a COUNTY employee or official involved in the making or performance of the Agreement that has a private pecuniary interest therein. It is expressly understood and agreed that any subsequent finding of a violation of s. 946.13, Wis. Stat. may result in this

Agreement being voided at the discretion of the COUNTY.

1. PUBLIC RECORDS ACCESS: It is the intention of the County to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid openings are public unless otherwise specified. Records are not available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Bid results may be obtained by visiting the Dane County

Purchasing Office Monday – Friday, between 8:00 a.m. and 4:00 p.m. Prior appointment is advisable.

2. PROPRIETARY INFORMATION: If the vendor asserts any of its books and records of its business practices and other matters collectively constitute a trade secret as that term is defined in s.

134.90(1)(c), Wis. Stats., County will not release such records to the public without first notifying the vendor of the request for the records and affording the vendor an opportunity to challenge in a court of competent jurisdiction the requester’s right to access such records. The entire burden of maintaining and defending the trade secret designation shall be upon the vendor. The vendor acknowledges and agrees that if the vendor shall fail, in a timely manner, to initiate legal action to defend the trade secret designation or be unsuccessful in its defense of that designation, County shall be obligated to and will release the records.

3. Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which vendor believes qualifies as a trade secret, as provided in section 19.36(5), Wis. Stats., must be identified on a designation of Confidential and

Proprietary Information form. Pricing will not be held confidential after award of contract.

4. 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 shall be the property of the County.

9.25. RECYCLED MATERIALS:

Dane County is required to purchase products incorporating recycled materials whenever technically and economically feasible. Vendors are encouraged to bid products with recycled content which meet specifications.

9.26. PROMOTIONAL ADVERTISING:

Reference to or use of Dane County, any of its departments or sub-units, or any county official or employee for commercial promotion is prohibited.

9.27. ANTITRUST ASSIGNMENT:

The vendor and the County of Dane recognize that in actual economic practice, overcharges resulting from antitrust violation are in fact usually borne by the Purchaser. Therefore, the successful vendor hereby assigns to the County of Dane any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

9.28.