Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3681 (03/99)

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

FOR PROCUREMENTS FOR SERVICES

State of Wisconsin – UW-Milwaukee Wis. Statutes s.16.75 DOA-3070 (R08/2003) UWM-3070 (R10-13)

Purchasing Agent: Kathy Kercheck

Email: kkerchec@uwm.edu

Questions Deadline: April 15, 2019 @ 12pm CDT

Due Date: April 22, 2019 @ 10am CDT

|_| Mandatory: Bid Response (Pages 3-6)

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

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

The undersigned claims minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Administration. If you have questions concerning the certification process, contact the Wisconsin Supplier Diversity Program, 101 E. Wilson Street, 6th Floor, Madison, WI 53703 (608) 267-9550.

|_|Yes |_|No

The undersigned bidder is a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 266-5462.

|_|Yes |_|No

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

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

By signing this, the undersigned certifies that Bidder has not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a bid; that this Bid has been independently arrived at without collusion with any other bidder, competitor or potential competitor; that this Bid has not been knowingly disclosed prior to the opening of bids to any other bidder or competitor; that the above statements are accurate under penalty of perjury.

|_|Yes |_|No

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

|_|Yes |_|No

Name of Authorized Company Representative:

Signature of Authorized Representative

Bidder’s email:

Address of Bidder:

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

1.0 GENERAL INFORMATION

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

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.

1.2 DEFINITIONS:

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

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

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

1.2.4 “FOB Destin, Prepaid & allowed” means UWM takes title upon delivery at UWM’s loading dock, PO box, or building location. Vendor pays the freight carrier

1.2.5 “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.

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

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

1.3 GENERAL DESCRIPTION/PURPOSE OF THE REQUEST FOR BID: The purpose of this document is to provide interested parties with information to enable them to prepare and submit a Bid for service for wide format plotter: OCE Colorwave 500 printer.The supplies and service provided must be guaranteed to comply with all applicable Federal and State laws.

1.4 CONTRACT LENGTH: UWM intends to utilize the results of this bid to award a service contract for wide format plotter/s to the successful bidder. The contract will be for a one -year period, from July 1, 2019 to June 30, 2020 with four (4) optional one-year renewals possible by written mutual consent. (Renewal options expire June 30, 2024.) Written agreement of renewals may be in the form of a UWM purchase order.

2.0 SPECIFICATIONS

Contract in first year to maintain and service the following. Bidders may bid on provision of toner and either/both of Lots 1 and 2:

1 OCE Colorwave 500 Printer Serial 355000149

Toner: OCE Colorwave 500 Toner Pearls cartridges

2.1 MANDATORY TECHNICAL REQUIREMENTS: The Bidder shall hold the appropriate licenses, certifications, and/or other professional credentials required by appropriate federal, state, and local laws to perform these services. Bidder shall self-perform all aspects of work without dependence on subcontractors for all of the following tasks unless approved in writing by UWM Management:

2.1.1 Must provide all labor, tools, equipment and permits as required to perform maintenance and repair services as needed.

2.1.2 All service work must be performed on site unless UWM grants permission in writing by UWM to remove equipment from site.

2.1.3 Must currently be in in the business of providing the requested item(s), services, and must have been in this line of business for the past five (5) years.

2.1.4 Must provide all replaced parts that shall be manufacturer’s factory made parts unless pre-approved by UWM in writing.

2.1.5 For Lot 2: Bidder rates start on the job site. No travel costs will be allowed.

2.1.6 Must during the performance and completion of the work, maintain a clean and safe work area, free of debris, and remove all unused materials and dispose of legally at no additional cost to UWM.

2.1.7 Must provide a checklist of services completed and condition of equipment after each service and must receive a signed completed work order from UWM.

2.1.8 UWM reserves the right to inspect all used, old, and or broken parts replaced by the Bidder. No property shall be removed from UWM without prior UWM Management approval in writing.

2.1.9 Must provide routine service response within forty eight hours of request/notification.

2.1.10 F.O.B Destination, Prepaid & allowed: Any supplies ordered shall be F.O.B Destination, freight paid by vendor.

2.2 ADDITIONAL EQUIPMENT/SERVICES: Over the term of the contract, UWM may add or change equipment that will be serviced under this contract.

2.3 SERVICE WARRANTY: All service shall carry with it a warranty against defects in poor or defective workmanship for a period of 3 months. Any subsequent repair for the same work occurring within that three month period shall be presumed to be as a result in defective workmanship, unless Successful Bidder demonstrates another cause by a preponderance of the evidence using generally accepted industry standards. Work for defective workmanship shall be remedied at no additional expense to UWM for service and/or replacement of parts.

2.4 WARRANTY ON GOODS:

2.4.1 All parts shall carry a minimum of a one (1) year warranty or manufacturer’s warranty, whatever is greater, from the date the part was installed by the Bidder. Bidder will provide warranty literature for products installed. Any and all equipment must be warranted to be capable of performing at effective levels in accordance with manufacturers’ specifications, manufacturers’ advertised data sheets, and manufacturers’ technical publications.

2.4.2 The warranty must offer replacement for that part of the product that proved defective because of improper workmanship and/or material under normal installation use, service or maintenance with no additional charge for parts and labor, or any other charges.

2.5 REMEDIES FOR WARRANTY OR NON CONFORMANCE: Possible remedies are the following with all warranty periods to begin after acceptance to be in the best interest of UWM.

2.5.1 If Successful Bidder cannot complete all services within the timeframe outlined in service order, the Successful Bidder must provide a status report of the repair to the department.

2.5.2 UWM shall have the option to contract with another vendor to repair or service machines if the Successful Bidder is unable to repair equipment for any reason or meet the timeframe as specified in this bid. UWM reserves the right to charge the Bidder the difference between the contracted price and the actual purchase price.

All specifications in chart below are mandatory minimum requirements. Failure to meet a mandatory requirement shall result in the Bid being deemed non-responsive. Bidders are encouraged to explain any “no responses “in the chart below to resolve any ambiguities in Bid specifications (specs that are written too restrictively, are internally inconsistent, etc.). Bidders are also encouraged to submit responses even if all mandatory requirements are not met because Purchasing reserves the right to delete specifications, conditions of Bid or items not Bid if more that 50% of the Bidders are unable to comply with the requirements.

Please respond in the table below “Yes or No” if you are able to meet the specifications listed.

1) Must provide all labor, materials, tools, equipment and permits as required to perform maintenance and repair service as per bid specifications?

Yes or No

2) Must currently be in the business of providing the requested item(s), services, and must have been in this line of business for the past five (5) years

Yes or No

3) Must be an authorized distributor, or dealer authorized by the manufacturer to provide service and repair capabilities for items subject to this Bid. Shall furnish upon request proof of status from the manufacturer.

4) Must provide all replaced parts that shall be new manufacturer’s factory made parts unless pre-approved by UWM.

5) Bidder must check in with UWM Department at the start of a service call before initiating any service work. Billable compensation begins at the time of UWM Management signature. No travel costs will be allowed.

6) Must during the performance and completion of the work, maintain a clean and safe work area, free of debris, and remove all unused materials and dispose of legally at no cost to UWM.

Yes or No

7) Must provide a checklist of services completed and condition of equipment after each service and obtain UWM Management signature.

Yes or No

If any of the bid responses were answered “No” in the chart above. Please explain in detail with the question number and explanation in the following chart.

KK20-03-M “NO” RESPONSES EXPLANATION

If more space is needed please attach additional pages.

KK20-03-M LOT 1 —Smart Click Plan Contract

To service OCE Colorwave 500 Plotter

UWM may elect to award a smart click plan based on sq/ft usage), if it is found to be in the best interest of the University. No additional charges will be allowed if not represented in the table below. For Bid responses to be considered for Lot 1, this section must be filled out in its entirety. Terms and Conditions attached to bids submitted will not become part of any contract between the parties.

Under this lot, travel, labor and parts, plus toner and maintenance usage must be included.

Indicate if any other options based on Smart Clicks (such as 750 plan? Etc)

Toner should be built into monthly click breaks and overages. Yes or no, explain replacement and charges if not.

Describe what services are completed for preventative maintenance, and the typical time needed to complete.

(attach document and refer to Lot 1 if additional space needed)

How long once UWM places a service call can vendor respond with acknowledgement of call and confirm scheduling?

How long once UWM places a service call can vendor guarantee a technician will start service on the equipment?

Any additional services included in a smart click contract?

Do you have loaner equipment available if our machines are in need of lengthy repair? If yes, would loan be free of charge?

Please describe or attach any other service plans you offer if not included above or in Lot 2.

Please explain how you would bill under this option.

KK20-03-M LOT 2: Annual Blanket Service Contract

To service OCE Colorwave 500 Plotter

For Bid responses to be considered for Lot 2, this section must be filled out in its entirety. Terms and Conditions attached to bids submitted will not become part of any contract between the parties. UWM may elect to award a service contract as a blanket order, (on-call service basis), if it is found to be in the best interest of the University. No additional charges will be allowed if not represented in the table below.

Fill in with -0- if no service charge

Routine Service Call Mon – Fri 8:00 – 5:00PM (indicate above with any hour differences.)

Emergency Service Call/Maintenance Defined as a four (24) hour service response is required.

Weekend Service Call / Maintenance Sat and Sun.

Please indicate below what constitutes weekend hours.

Night time Service Call/Maintenance Mon – Fri 5:00PM – 7:59AM (Indicate above with any hour differences.)

Overtime Service Call/Maintenance

% of Materials markup for any parts needed

How long once UWM places a service call can vendor respond with acknowledgement of call and confirm scheduling?

How long once UWM places a service call can vendor guarantee a technician will start service on the equipment?

Do you have loaner equipment available if our machines are in need of lengthy repair? If yes, would loan be free of charge?

Please explain the service charge in the chart above if there is an amount indicated higher than $0. Is there a minimum charge requirement and if so, what is the amount? Does your company charge a service charge per each visit? If you are called in for service and a part needs to be ordered and you come back to put the part in to you charge a second service charge?

Define overtime charges. When does overtime begin for your company? (i.e. your company is open 8:00AM – 5:00PM CST, does overtime start at 5:01PM?

Do you bill by the quarter hour, half hour or hourly? Please explain how your company bills.

Please detail what services are completed for preventative maintenance.

Procedures and Bid Instructions on following pages.

KK20-03-M UWM Bid for Wide Format Plotter Service

3.0 BID PROCEDURES AND INSTRUCTIONS:

3.1 METHOD OF BID: Bidder must fill out reply per pages 3-6, as referenced on the Bid Cover Sheet. Prices and rates listed are to be in US dollars.

3.2 METHOD OF AWARD: Award/s shall be made in the best interest of UWM, as determined by UWM, by lot to the lowest responsive, responsible Bidder. Bids that state that a specific quantity or dollar amount has been guaranteed will be disqualified. UWM may make a service award by Lot 1: Monthly Smart Click Plan, or may award by Lot 2: Blanket contract for on-call service/maintenance plan, whichever is found to be in the best interest of the University. Lot 3 will be awarded by lowest cost per unit. Any additional wide format plotter/s in need of service in the future, may be added to contract (prorated) under pricing structure defined in contract. UWM reserves the right to extend beyond the end of the contract if it is in the best interest of UWM and the State of Wisconsin.

UWM may make awards to certified Minority Business Enterprise, or Disabled Veteran-Owned Business firms submitting the lowest qualified bid when that qualified bid is not more than 5% higher than the apparent low bid. Authority for this program is found in ss. 16.75(3m)(b)2,3, 16.75(3m)(c)(4) and 560.0335(1)(b)(3), 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes.

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

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

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

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

3.4 COMMUNICATION/QUESTIONS: From the date of release of this RFB until Bid award, the only permissible communication regarding this Bid is in writing to kkerchec@uwm.edu. Violation of this condition may be considered sufficient cause for Bid rejection. The subject line of the email must be labeled “KK20-03-M Question.”

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

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

3.5 BID SUBMISSION: The method of submission shall be by email. All bids must be signed on bidder’s signature block located on the cover sheet.

This bid will not have a public opening. Records will be available for public inspection after award of the contract. Bidder should contact the Purchasing Agent named on the Bid Cover Sheet for an appointment to view the Bid record.

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: “Response Bid KK20-03-M” 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.

3.6 ADDENDUM: Addendum shall be posted on the State of Wisconsin Vendor Net website http://vendornet.state.wi.us. Bidders are responsible for checking this website for any future addenda prior to the bid closing date.

3.7 VENDORNET/E-SUPPLIER REGISTRATION: 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 eSupplier. https://esupplier.wi.gov/starcontent/eSupplier/eSupplier%20-%20Registering%20as%20a%20Bidder.pdf

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

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

3.10 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 (refer to Standard Terms and Conditions, Section 4.15.23). A copy of the form needed to designate portions of your submission as proprietary can be found at: http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc

4.0 TERMS AND CONDITIONS OF CONTRACT

4.1 ENTIRE CONTRACT: A contract will be awarded to the successful Bidder based on the criteria established in this Request for Bid, including attachments and any amendments issued. The 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) This Bid document, including any amendments/attachments; (2) the successful Bidder’s response to RFB (3) Official Purchase Order.

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

Any exceptions to the Contract Terms and Conditions must be clearly identified. Specific objections or additions must be listed. Any contract term or condition not set forth in Bidder’s response will not be negotiated or considered. UWM reserves the right to negotiate contractual terms and conditions or reject the Bidder’s response and proceed to the next qualified Bidder. Acceptance of any contract terms or conditions proposed is at the sole discretion of UWM.

4.2 DELIVERIES F.O.B. PREPAID AND ALLOWED: All deliveries shall be FOB Destination, Prepaid and Allowed. Delivery (and installation charges, if applicable) risk of loss shall be borne by the successful Bidder. Delivery may be made by common carrier or Contractor’s truck, with unloading to be performed by the carrier/contractor and carton(s) transported to the delivery address. Bid prices must include all packing, freight, insurance, and if applicable, set-up and instruction. Installed items must be set in place, connected to utilities as applicable, installed in the area designated by University personnel, demonstrated to be in operating condition, and approved by University personnel. All debris must be removed from UWM’s premises and properly disposed of by the successful Bidder.

4.3 CONTRACT PRICING HELD FIRM: Except as provided herein, Contract resulting from this Bid must remain firm for the initial one-year contract period. No price increases can be proposed or considered during the initial term of the contract. Requests for consideration of price adjustments for an upcoming contract extension period must be submitted for review by the UWM Purchasing Office at least thirty (30) days in advance of the beginning of the period. Agreement on price adjustments, if any, is required in order to accomplish mutual agreement of the parties to extend the contract for an additional year and when Contractor can provide evidence that the Contractor suffered cost increases.

4.4 IDENTIFICATION WHILE ON CAMPUS: Successful Bidder’s employees, while working on UWM property, must wear a clearly displayed photo identification badge or uniform showing name of employee and/or company represented. Any identification must be provided by the Successful Bidder at the Successful Bidder’s cost. Badges must be available but will not be required to be worn when protective clothing and respiratory protection is required.

4.5 PROTECTION OF PERSONS AND PROPERTY: The Contractor shall be responsible for all damage to persons or property, caused or alleged to have been caused by or incident to the execution of this work, and shall defend suits or claims arising or incidental to the Work without expense or annoyance to UWM; UWM having the right to retain out of any payment sufficient money to settle any such claims.

Should the Contractor, his workmen, Subcontractors, materials tools or equipment cause damage to the building, property, materials, or equipment of others. Such shall be repaired or replaced to the satisfaction of UWM by the party originally furnishing or installing it. Such replacing or repairing being done under the direction of UWM and the cost of the damage being paid by the Contractor causing the damage. All guarantees or warrantees voided by such damage shall be reinstalled in full upon repair or replacement, the cost of such being paid by the Contractor causing the damage.

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

4.7 SUBCONTRACTING: Any Contract resulting from this Bid shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any Subcontractor without prior written approval by the UWM Purchasing Office. In the event of an approved subcontract, the Successful Bidder shall be directly responsible for any subcontractor's performance and work quality when used by the Contractor to carry out the scope of the job. UWM reserves the right to assess the successful Bidder liquidated damages in excess of the contract amount for Subcontractor’s failure to perform or inability to complete required project milestones. Subcontractors must abide by all terms and conditions under this Contract.

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

UWM Reserves the right to terminate contract at any time if equipment to be serviced is disposed of. UWM shall give notice, in writing, of such termination at least 10 days before the effective date of termination.

4.9 RECORD AND AUDIT: The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin and local ordinances.

UWM shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor related to this contract. The Contractor shall retain all applicable documents for a period of not less than five years after the final contract payment is made. UWM reserves the right to inspect any facilities used to support this Contract.

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

4.10.1 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. UWM shall be the sole judge of equivalency. Bidders are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid.

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

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

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing. Bidder must provide a copy of Bidder’s invoice(s) from their supplier for parts and materials and shall be submitted with the Bidder’s invoice for payment.

A good faith dispute creates an exception to prompt payment.

Unless otherwise agreed, UWM will not pay invoices submitted more than 90 days after actual work. In the case of grant funding, no payments shall be made after grant close out. Final invoices must be marked as such.

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

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

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

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

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

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

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

4.10.10 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of UWM.

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

4.11.15 PATENT INFRINGEMENT: The contractor selling to UWM the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against UWM (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

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

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

Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

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

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

4.11.21 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), 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 UWM 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 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

4.11.22 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).

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

4.11.25 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin, UWM and all of their respective officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

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

4.11.27 WORK CENTER PROGRAM: The Successful Bidder shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the Successful Bidder to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

4.11.28 FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

4.11.29 CHILD ABUSE NOTIFICATION: 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 (see Section III.F. of UWM’s Child Abuse and Neglect Policy), the contractor shall also report that abuse to the UWM Office of Equity and Diversity Services.

4.11.30 DISCRIMINATORY BOYCOTTS OF ISRAEL: Effective October 27, 2017, consistent with 2017 Wisconsin Executive Order 261, contractor agrees it is not engaged in a boycott of the State of Israel and further, contractor will not during the term of the contract engage in a boycott of the State of Israel. State agencies may not execute a contract and reserve the right to terminate an existing contract with a business entity that is not complaint with this provision. This provision applies to all contracts of all values.

4.11.31 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. More information is available at uwm.edu/smokefree.

Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3681 (03/99)

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

FOR PROCUREMENTS FOR SERVICES

15 | Page

STATE OF WISCONSIN DOA-3027 N(R01/98)

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Bid/Proposal # KK20-03-M includes proprietary and confidential information which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or is otherwise material that can be kept confidential under the Wisconsin Open Records Law. As such, we ask that certain pages, as indicated below, of this bid/proposal response be treated as confidential material and not be released without our written approval.

Prices always become public information when bids/proposals are opened, and therefore cannot be kept confidential.

Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in s. 134.90(1)(c), Wis. Stats. as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

We request that the following pages not be released

Section Page # Topic

IN THE EVENT THE DESIGNATION OF CONFIDENTIALITY OF THIS INFORMATION IS CHALLENGED, THE UNDERSIGNED HEREBY AGREES TO PROVIDE LEGAL COUNSEL OR OTHER NECESSARY ASSISTANCE TO DEFEND THE DESIGNATION OF CONFIDENTIALITY AND AGREES TO HOLD THE STATE HARMLESS FOR ANY COSTS OR DAMAGES ARISING OUT OF THE STATE'S AGREEING TO WITHHOLD THE MATERIALS.

Failure to include this form in the bid/proposal response may mean that all information provided as part of the bid/proposal response will be open to examination and copying. The state considers other markings of confidential in the bid/proposal document to be insufficient. The undersigned agrees to hold the state harmless for any damages arising out of the release of any materials unless they are specifically identified above.

Company Name ___________________________________________

Date ___________________________________________

This document can be made available in accessible formats to qualified individuals with disabilities.