RFP 4064 - District Vending Services.docx

REQUEST FOR PROPOSAL

For

DISTRICT VENDING SERVICES

THIS IS NOT AN ORDER

VENDOR/PROPOSER NAME & ADDRESS

Unless otherwise noted, names of all organizations submitting proposals will be publicly available after the date and time specified as the deadline for submitting proposals. Proposals will be open to public inspection after award(s).

Revisions to this request for proposal, including due date, may be made by an official written amendment issued by Purchasing Services. Please check whether any amendments have been issued prior to submitting a proposal and do not submit a proposal before the School District issues its formal response to questions about the RFP.

Correspondence must reference the proposal number.

PROPOSAL NUMBER: 4064

ISSUE DATE: December 17, 2019

DUE DATE: January 31, 2020 - 2:00 PM (CST)

IF NOT PROPOSING, please check here and return this cover page only.

The original proposal may be submitted via US mail, hand delivery or a delivery service and must be received by Administrative Services at the above address. Proposals not date/time stamped by Administrative Services staff by the posted date and time shall be considered late and shall be rejected.

Any entity submitting a proposal has no enforceable right to amend its proposal after the submission deadline.

The MMSD is exempt from Federal Excise and Wisconsin State Sales tax.

By signing this proposal, we certify that we have 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 proposal; that this proposal has been independently arrived at without collusion with any other proposer competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury.

The undersigned states that he/she is authorized to bind the proposer and on its behalf, hereby agrees with all the terms, conditions, and specifications required by the Madison Metropolitan School District in this Request for Proposal, and declares that the attached proposal and pricing are in conformity therewith.

SIGNATURE:

DATE:

TYPE or PRINT NAME:

TITLE:

TELEPHONE NUMBER:

FEIN or TAX ID NUMBER:

FAX NUMBER:

EMAIL ADDRESS:

Table of Contents

General Information Introduction and background The purpose of this document is to provide interested parties with information to enable them to prepare and submit a proposal for District Vending Services. The District, as represented by Administrative Services – Purchasing, intends to use the results of this solicitation to award a contract to one or more vending services providers. This proposal does not cover beverages or snacks sold in school student stores, concessions run by organizations or products sold through the MMSD Food Services operation.

Approximately 27,000 students, about 50% of which are minority, are currently enrolled in the Madison Metropolitan School District, making it the second largest school district in the State of Wisconsin. The District employs over 2,780 teachers, 145 administrators and 1,300 support personnel, plus more than 2,500 part time staff (including substitute teachers and summer recreation workers). The MMSD includes 49 school buildings in a 72 square mile area that includes the City of Madison and all or parts of several surrounding municipalities, with 32 elementary schools (grades 4K through 5) 12 middle schools (grades 6 through 8) and 5 high schools, one of which is a small alternative high school (grades 9 through 12). Several of the schools at each level have been named National Schools of Excellence by the U.S. Department of Education. The District also operates early childhood programs and alternative programs for middle and high school students as well as maintaining additional sites such as the Administration Building, the Maintenance/Food Service Building, the Mansfield and Lussier Stadiums, the Hoyt School, and the Affiliated Alternatives.

MMSD believes every school should be a thriving school that prepares each student to graduate from high school ready for college, career and community. We strive to ensure that students are on-track to graduate, that every student has access to a challenging and well-rounded education, and that students, families and employees experience a positive school and district climate. The District’s strategic framework recognizes the following priorities in working toward the realization of our vision: 1) Coherent Instruction – every student should have well-rounded, culturally responsive and coherent instruction; 2) Personalized Pathways – students should be engaged in charting a personalized pathway to college, career and community readiness; 3) Family Engagement and Community Partnerships- we should engage families and community members as partners; 4) Thriving Workforce – we should cultivate a work environment to attract, develop and retain top talent; and 5) Accountability Systems – we need to ensure accountability at all levels. It is important for any vendor or organization working with the District share in this vision for our students.

(MMSD’s Strategic Framework can be found at: https://www.madison.k12.wi.us/framework) Because of the District’s sound financial management practices, Madison is one of only a few Wisconsin districts to have an “Aa1” bond rating.

Scope Project Description Any vendor submitting a proposal and meeting all RFP requirements, terms and conditions could be awarded a contract and provide vending services to the District. Following the review of RFP responses, the District will establish a list of recommended vendors that may be subsequently approved by the Board of Education to provide vending services throughout the District.

Objectives Each District location will select a vendor or vendors from the list of approved vendors based upon student and/or employee preference and/or commission rates provided by each vendor.

Current Operations The District currently has over 100 beverage and/or snack vending machines located in schools and administrative buildings throughout the District. The District’s current operations are significantly similar to that which is being represented within this Request for Proposal. The District does not require a minimum/maximum commission rate. However, each building will most likely use the contracted commission rates as part of their individual vendor selection process.

Request for proposal process This document is a Request for Proposal. It differs from a Request for Bid in that the District is seeking a solution as described herein, not a bid meeting firm specifications for the lowest price. As defined in the American Bar Association Model Procurement Code, Competitive Sealed Proposals will be evaluated based upon criteria formulated around the most important features of a product or service, of which quality, testing, references, and availability or capability, may be overriding factors, and price may not be determinative in the issuance of a contract or award. The proposal evaluation criteria should be viewed as standards which measure how well a vendor’s approach meets the desired requirements and needs of the District.

Procuring and contracting department/division This Request for Proposal (RFP) is issued by Madison Metropolitan School District, Purchasing Services, which is the sole point of contact for the District during the Request for Proposal process. The person responsible for managing this procurement process is Mick Howen, Director of Administrative Services.

As it pertains to this RFP, vendors shall NOT have contact with anyone other than the Director of Administrative Services (if absent, the Assistant Director) through the duration of this RFP process. All communication pertaining to this RFP must be in writing by email (preferred) or US mail.

Any contract(s) resulting from this RFP will be administered by Madison Metropolitan School District, Administrative Services. The contract administrator will be Dana Scheel, Assistant Director of Administrative Services.

Definitions The following definitions are used throughout this document.

RFP means Request for Proposal District/MMSD means Madison Metropolitan School District.

Vendor/Proposer means a firm submitting a proposal in response to this RFP.

Contractor means proposer awarded the contract.

Clarification and/or revisions to the specifications and requirements In order for your organization to directly receive updates to this Request for Proposal, including responses to submitted questions/inquiries, please complete Appendix D: Intentions to Submit a Proposal and Question/Inquiries. This document (Appendix D) can be emailed to mjhowen@madison.k12.wi.us and it will assist in allowing the District to provide timely information to interested parties.

Any questions concerning this RFP must be submitted in writing in the format provided in Appendix D of this document by e-mail (preferred) or US mail on or before January 10, 2020 - 2:00 PM (CST) to:

During the selection process, vendors/proposers are specifically prohibited from contacting the District/schools to “prospect” for new business; introduce the firm’s staff; provide marketing or promotional materials; discuss advantages/benefits of their company, and/or discuss the disadvantages of working with their competitor(s). Vendors/proposers with questions about what constitutes allowable behavior during the selection process for this RFP should submit questions in writing to the above email address. Attempts to contact a District employee (including school personnel), official, or representative in any manner contrary to the requirements set forth in this document may lead to vendors/proposers being disqualified from consideration.

An electronic version of the RFP is available on the District’s web site:

www.madison.k12.wi.us/doingbusiness Vendors/Proposers should raise any questions, exceptions, or additions they have concerning the RFP DOCUMENT as early as possible in the RFP process. If a vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the vendor should immediately notify the above named individual of such error and request modification or clarification of the RFP document.

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 provided to all known recipients of this initial RFP or posted to the District’s Website at:

www.madison.k12.wi.us/doingbusiness Debarred, suspended, proposed for debarment or declared ineligible Contractors doing business with the MMSD must provide certification that they are not debarred, suspended, proposed for debarment, declared ineligible, are not in the process of being debarred, or are not voluntarily excluded from conducting business with a federal department or agency of the federal government.

MMSD may exclude a contractor or its subcontractor from participating in the RFP process and/or contract award if the organization or its principal(s) has(have) been debarred or excluded from doing business with the Federal Government.

Accessibility guidelines related to proposed software and hardware Vendor should demonstrate that each software and/or hardware proposed conforms to the accessibility guidelines established by the World Wide Web Consortium's Web Content Accessibility Guidelines 2.0 (WCAG 2.0).

In addition, Vendor should demonstrate that each software and/or hardware conforms to the accessibility guidelines established by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), as amended. (Section 508 is the section of the 1973 Rehabilitation Act that states that all electronic and information technology procured, used, or developed by the federal government after June 25, 2001, must be accessible to people with disabilities. Affected technology includes hardware such as copiers, fax machines, telephones, and other electronic devices as well as application software and websites.)

Vendor may demonstrate compliance with such guidelines by submitting a VPAT (Voluntary Product Accessibility Template) or comparable documentation.

Vendor conference A vendor conference could be held on January 14, 2020 at 9:00 AM (CST) in the Large Conference Room, 4711 Pflaum Road, Madison, Wisconsin 53718 to respond to written questions (paragraph 1.6 above), field additional questions, and/or provide additional instruction to vendors. If no questions are received in accordance with paragraph 1.6 above and/or it is deemed unnecessary by the MMSD, the District reserves the right to cancel the vendor conference. All vendors who intend to respond to this RFP and attend the scheduled vendor conference should contact Mick Howen prior to the scheduled conference to confirm whether or not it will occur. If so, vendors are strongly encouraged to attend the vendor conference.

Reasonable accommodations The District 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 Purchasing Services at (608) 663-5931.

Calendar of events Listed below are specific and estimated dates and times of actions related to this Request for Proposal (RFP). The actions with specific dates must be completed as indicated unless otherwise changed by the District. In the event that the District 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 a supplement to this RFP. There may or may not be a formal notification issued for changes in the estimated dates and times.

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 from the date a contract is awarded through June 30, 2023, with an option by mutual agreement of the District and contractor, to renew for Two (2) additional one-year periods unless amended, cancelled or rebid.

State of Wisconsin VendorNet registration The District makes use of the State of Wisconsin’s purchasing information and vendor notification service. Anyone may access VendorNet on the Internet at http://vendornet.state.wi.us.

Preparing and Submitting a Proposal General instructions The evaluation and selection of a contractor and the contract will be based on the information submitted in the vendor’s proposal plus references and any required on-site visits or oral presentations. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a proposal.

Elaborate proposals (i.e., expensive artwork, binders) beyond a sufficiently presented, complete, effective and securely bound proposal, are not necessary or desired.

Proprietary information All restrictions on the use of data contained within a proposal and all confidential information must be clearly stated on the attached “Designation of Confidential and Proprietary Information” form. Proprietary information submitted in a proposal, or in response to the RFP, will be handled in accordance with applicable law.

To the extent permitted by law, it is the intention of the District 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 the District. At that time, all proposals will be available for review in accordance with the Wisconsin Public Records Law.

Incurring costs The District is not liable for any cost incurred by proposers in replying to this RFP.

Submitting the proposal Proposers must submit ONE hardcopy original (identified as such), ONE electronic version (memory stick, compact disk or e-mail attachment), and THREE (3) hardcopies including all materials (excluding Cost Proposal; see paragraph 6.2) required for acceptance of their proposal by January 31, 2020 at 2:00 PM (CST) to:

At proposal opening, only the names of responding vendors are provided. No further information will be available until contract award.

Proposals must be time/date stamped as received by Administrative Services on or before the specified date and time provided above. Proposals not so stamped will not be accepted. Receipt of a proposal by the District’s mail system does not constitute receipt of a proposal by Purchasing Services, for purposes of this RFP.

All proposals MUST be packaged, sealed and show the following information on the outside of the package:

Proposal organization and format Proposals should be typed and submitted on 8.5 by 11 inch paper bound securely. Proposals should be organized and presented in the order and by the number assigned in the RFP. Proposals must be organized with the following headings and subheadings:

Cover Page (Sign and complete associated Request for Proposal cover page) Response to vendor/proposer qualifications (See Section 4):

Introduction Organizational capabilities

Response to requirements (See Section 5) Cost proposal (See Section 6) Required forms (See Section 9):

Multiple proposals A vendor/proposer may submit multiple proposals; however each proposal must conform fully to the requirements for proposal submission. Each such proposal must be separately submitted and labeled as Proposal #1, Proposal #2, etc. on each page included in the response. Alternate acquisition plans do not constitute multiple proposals.

Oral Presentations and site visits Top scoring vendors based on an evaluation of the written proposal may be required to participate in interviews and/or site visits to support and clarify their proposals, if requested by the District. The District 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 to interview or permit a site-visit on the date scheduled may result in rejection of the vendor’s proposal.

Demonstrations Top-scoring vendor(s) may be required to install and demonstrate its product(s) and/or service(s) at a District site. Product(s) being demonstrated must be delivered to the District site upon a two (2) week notice by the District to the vendor(s) and must be installed and ready for the demonstration within one (1) week of delivery. The District will furnish detailed specifications concerning the demonstration site and the particular test it will use to exercise the vendor’s product(s) and/or service(s). Failure of a vendor to furnish the product(s) and/or service(s) it has proposed for demonstration within the time constraints of the preceding paragraph may result in rejection of that proposal. Failure of any product(s) and/or service(s) to meet the District’s specified requirements during the demonstration may result in rejection of the vendor’s proposal.

The successful demonstration of the vendor’s product(s) and/or service(s) does not constitute acceptance by the District. Any product(s) and/or service(s) furnished by the vendor for the purposes of this demonstration must be identical in every respect to those which will be furnished if a contract results.

Withdrawal of proposals Proposals shall be irrevocable until contract award unless the proposal is withdrawn. Proposers may withdraw a proposal in writing at any time up to the actual proposal closing date if the proposal has already been received by Purchasing Services. To accomplish this, the written request must be signed by an authorized representative of the proposer and submitted to purchasing services. If a previously submitted proposal is withdrawn before the proposal due date and time, the proposer may submit another proposal at any time up to the original proposal closing date and time.

Proposal Selection and Award Process Preliminary evaluation The proposals will first be reviewed to determine if requirements in Section 2.0 are met and if additional requirements are met (see all requirement sections). 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 District 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.

Proposal scoring Proposals meeting all requirements of this RFP will be reviewed by an evaluation committee. The committee may review references, request interviews, and conduct an on-site visit. Following a satisfactory review of the information, proposers will be placed on a list of recommended vending services providers. If approved by the Board of Education, the vendors will be deemed approved to provide services as outlined in this document.

Right to reject proposals and negotiate contract terms The District reserves the right to reject any and all proposals and to waive minor irregularities and technicalities. The judgment of the District on such matters shall be FINAL. The District further retains the right to negotiate the terms of the contract, including the pricing and commission amounts, with the selected proposers prior to entering into a contract. If contract negotiations cannot be concluded successfully with a proposer, the District may negotiate contracts with the remaining proposers.

Award and final offer(s) The District may recommend contracts be awarded to all or a select number of vendors that satisfy all requirements of this RFP. Vendors may be requested to submit final and best offers.

Vendor/Proposer Qualifications Introduction Please provide an appropriate brief introduction as it pertains to your organization.

Organizational capabilities Describe the firm’s experience and capabilities in providing similar services to those required. Be specific and identify projects, dates, and results.

Key staff Provide resumes describing the educational and work experiences for each of the key staff who would be assigned to the project.

References Proposers must include in their RFPs a list of organizations, including points of contact (name, address, and telephone number), which can be used as references for work performed in the area of product(s) or service(s) required. Selected organizations may be contacted to determine the quality of work performed and personnel assigned to the project. The results of the references will be provided to the evaluation team and used in scoring the written proposals.

Requirements Mandatory requirements The District Vending Services program will be centrally administered for all District locations by the District’s Administrative Services Department. All communication will be directed to Administrative Services.

Each vendor’s product choices will be uniformly priced throughout the District. Product pricing may be reviewed/adjusted on an annual basis (must be district approved in advance).

The Contractor shall conduct criminal background checks, including fingerprinting on all employees who will be present on premises owned or rented by MMSD. The Contractor shall prohibit any employee from performing work under this Contract who has a pending charge or has pled guilty to or been convicted of any felony crime involving the physical neglect of a child, the physical injury or death of a child (except motor vehicle violations), sexual exploitation of a child, sexual offenses where a minor is the victim, promoting prostitution of a minor, or violation of similar laws of any jurisdiction. Failure to comply with this provision shall be grounds for the District immediately terminating the contract.

Vendors are expected to establish a schedule to fill/maintenance vending machines at each location. For security purposes, vending company employees will check in at the school office each time they visit a school. At the same time they will reconcile refunds with designated clerical staff in the office.

Vendors for this project are required to exercise control over their employees so as to prohibit inappropriate behavior (to include, but not limited to sexual harassment of MMSD employees or students).

All facilities of MMSD are smoke-free. There shall be no smoking or other use of tobacco products while either on the premises owned or rented by, or under the control of the School Board. The vendor is expected to respect this smoke-free policy and fully comply.

Beyond the expectation stated previously, the District has final decision-making authority as it pertains to determining whether or not contractor employees will be permitted to provide services for the District.

Each building principal/administrator will determine the hours their building’s vending machines will dispense beverages/snacks. If a vending machine is located in a student accessible area, the machine must be turned off when the District’s food service program is providing food/beverages to students as part of the District’s food service operation. Therefore, equipment located in student accessible areas must be equipped with timers.

The District requires participating vendors to install energy saving devices on vending equipment placed at MMSD locations. Vendors will be provided an opportunity to provide information related to the energy saving devices used by the vendor in consideration of becoming and/or remaining an approved contracted provider.

Vending machine front panels will be as unobtrusive as feasible with an effort to minimize advertising.

Only vending machines that need lighting inside the machine to facilitate making product selections shall have the fixtures energized. Light fixtures used to light advertising will not be energized. To clarify, lighting is only permissible of needed to make selection of products. Sound judgement should be used and should the district determine it’s not needed, it cannot be used. Lit/electrical advertising is not permissible.

All vending equipment must be able to provide appropriate change.

All equipment must be labeled with the vending company name and telephone number to contact for service/repair issues.

All issues involving equipment placement or removal must be communicated to the Assistant Director of Administrative Services by the vendor.

Should the District and/or a building principal/administrator reasonably determine that a Vendor’s machine is not suitable to their needs at a particular site, District may, at its option direct a vendor to remove the machine by delivering thirty (30) days written notice from the Assistant Director of Administrative Services.

In the event that a principal/administrator requests the placement of an additional vending machine, the vending company will agree to absorb the cost associated with providing additional electrical outlets if needed. It is our assumption that vendors/schools can coordinate efforts with District Building Services if there is a need that requires additional electrical service. We believe the intent here is to establish that the vendor would typically be asked to pay for the additional electrical service. However, if the vendor does not wish to pay and Building Services cannot provide the service, the machine would not be placed.

All vending commission payments will be submitted to the Administrative Services Department on a monthly basis. Easily identifiable and understandable remittance advice must be provided with the payment identifying school/building name, machine location within each school/building, and specific sales detail related to each machine. At minimum, this must include the classification of the machine (beverage, snack, or combination), specific product or category of similar products, quantities sold, vended sales price and commission detail).

Food and beverages shall not be sold in vending machines in the elementary and middle schools. We believe the intent of this statement is to establish that currently food and beverages cannot be sold in student accessible areas of middle and elementary schools per policy. It is possible that the district may allow the sale of products that meet current Department of Public Instruction and USDA Guidance Memo guidelines in elementary and/or middle school student assessable areas in the future.

In all District high schools, food and beverages may be sold in vending machines provided:

1.1.1.1. The products that are sold meet current Department of Public Instruction guidelines, USDA Guidance Memo (referenced above).

1.1.1.2. The vending machines are not accessible to students during the time period in which the District’s food service program is providing food and beverages to the student body as part of its food service operation.

Additional mandatory requirements All products sold in vending machines must meet current guidelines established by the Department of Public Instruction and any associated USDA Guidance (for example: http://www.fns.usda.gov/sites/default/files/cn/SP23-2014v3os.pdf ).

Should Vendor’s products fail to comply with such guidelines, District may, at its option immediately terminate the agreement and Vendor shall forward to District any commissions due and owing within 15 days. In addition, should the Department of Public Instruction and/or USDA impose any sanctions or penalties upon District due to Vendor’s failure to comply with current guidelines, Vendor shall make District whole for any loss resulting from such sanction.

Vendors performing services covered under this proposal will be required to provide a certificate of insurance demonstrating the following coverage:

1.1.1.3. Workers’ compensation insurance as required by Wisconsin Statutes for all employees engaged in work.

1.1.1.4. Commercial liability, bodily injury, and property damage insurance against any claim(s) which might occur in carrying out this agreement. Minimum coverage shall be one million ($1,000,000) liability for bodily injury and property damage including products liability and completed operations.

1.1.1.5. 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 ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

1.1.1.6. It is required that “MMSD as an additional insured” be added to the face of the certificate for all coverage except workers’ compensation.

Commission Proposal General instructions on submitting commission proposals The original Proposed Products, Layout, Vended Prices, and Commission Summary Sheet and one copy should be submitted in a separate envelope with the written proposal.

Format for submitting commission proposals The format for submitting commission proposals has been established in Attachment D and should not be modified.

Fixed price period All prices, costs, and conditions outlined in the proposal shall remain fixed and valid for acceptance for 60 days starting on the due date for proposals.

Special Contract Terms and Conditions Hold harmless By submitting a proposal, contractor understands that the District and its representatives will determine which proposal is accepted. Vendor/Proposer waives any right to claim damages of any nature, whatsoever, based on the selection process, and any communications associated with the selection of the successful contractor. All completed proposals and supporting documentation submitted shall be the property of the Madison Metropolitan School District.

Liquidated damages The Vendor/Proposer acknowledges that, if after being awarded a contract the contractor fails to deliver the goods or services in a timely manner, substantial economic and other damages will be incurred by the District, in an amount that is not easily ascertained, and that $50.00 per working day, not to exceed one-half of the total of the contract, for every day past the scheduled delivery date(s) is a fair and appropriate estimate of such damages. The contractor agrees that such amount is not intended to be a penalty but to represent actual damages incurred, and that the District shall have the right to assess such damages either through deducting the damages from the amount due under contractor’s invoices or by directly billing Contractor.

Again, we stress the difficulty associated with establishing actual damages. MMSD has no punitive intent, and the District does not anticipate that it will need to resort to assessing liquidated damages. However, should a vendor fail to meet contractual obligations and/or expectations and not respond favorably to the District’s requests to address the failure, MMSD may consider and impose liquidated damages in a reasonable amount up to the maximum stated.

Prime contractor and minority business subcontractors The prime contractor will be responsible for contract performance when subcontractors are used. If subcontractors are to be used, the proposer must clearly explain their participation and they must abide by all terms and conditions of the contract.

Additional terms The District reasonably believes that sufficient funds are available or can be obtained to make payments due under any contract issued under this proposal; however, the contract will terminate immediately and absolutely if appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of the District under this contract.

The District shall not be bound by any terms and conditions included in any proposer’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained in this solicitation, including the standard terms and conditions contained herein, or in the resultant contract. If a proposer objects to any term or condition that shall relate to a contract resulting from this solicitation, the objection shall be clearly stated on a separate page entitled “Objection to Term or Condition.”

If the objection is accepted by the District it will be stated in any resultant contract. If not stated in the contract, the terms and conditions shall remain as written in the RFP.

Termination of contract The District may terminate the resultant contract at any time at its sole discretion by delivering sixty (60) days written notice to the contractor. Upon termination, the District’s liability will be limited to the pro rata cost of the services performed as of the date of termination plus expenses incurred with the prior written approval of the District. Termination by the contractor shall require written notice to that effect to be delivered by the contractor to the agency not less than ninety (90) days prior to said termination. In the event that the contractor exercises its right to terminate the contract, for any reason whatsoever, it will refund to the District within fifteen (15) days of said termination, all payments made hereunder by the District to the contractor for work not completed or not accepted by the District.

Standard Terms and Conditions The District reserves the right to incorporate standard contract provisions into any contract negotiated with any proposal submitted responding to this RFP (Standard Terms and Conditions and Supplemental Standard Terms and Conditions for Procurements for Products and/or Services). Failure of the successful proposer to accept these obligations in a contractual agreement may result in cancellation of the award.

Required Forms The following forms must be completed and submitted with the proposal in accordance with the instructions given in Section 2.0. Blank forms are attached.

Standard Terms and Conditions (Non-Construction)

1. GENERAL: “Madison Metropolitan School District,” “District,” and “MMSD” are synonymous and mean the Madison Metropolitan School District. The MMSD reserves the right to accept or reject any or all bids/proposals, to waive any informality or technicality in any bid/proposal submitted, and to accept any part of a bid/proposal deemed to be in the best interest of the District. The MMSD reserves the right to reject any or all bids/proposals without indicating a reason for such rejection.

2. TAX EXEMPTION: The MMSD is exempt from the payment of Federal Excise Tax and State Sales Tax. The MMSD’s tax-exempt number is ES42341.

3. PRICING AND DISCOUNTS: The MMSD qualifies for governmental and educational discounts. Unit prices shall reflect these discounts. Unit prices shall govern in the bid/proposal evaluation and contract administration.

4. SPECIFICATIONS: All bidders/proposers must be in compliance with all specifications and any drawings provided with this solicitation. Any reference to brand names and numbers is descriptive, but not restrictive, unless otherwise specified. When specific manufacturer and model numbers are shown, they are used to establish a design, type of construction, quality, functional capability and/or performance level desired. The MMSD reserves the right to determine whether an alternate offer is equivalent to and meets the standard of quality indicated by the brand name referenced. When alternates are bid/proposed, they shall be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The MMSD shall be the sole judge of equivalency!

5. DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from the original text, terms, conditions, or specifications shall be described fully, on the bidder’s/proposer’s letterhead, signed and attached to this request. In the absence of such a request, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications.

6. CHANGES AND WITHDRAWALS: The MMSD reserves the right to change due dates and openings for its own convenience and to withdraw solicitations at any time without prior notice.

7. APPLICABLE LAW: This solicitation and any resultant contract shall be governed under the laws of the State of Wisconsin.

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

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

10. PUBLIC RECORDS ACCESS: It is the intention of the MMSD to maintain an open and public process in the solicitation, submission, review and approval of procurement activities. Bid/proposal openings are public unless otherwise stated. Records are not generally available until after an award has been made.

11. INSURANCE RESPONSIBILITY: The contractor performing services for the MMSD shall:

Maintain worker’s compensation insurance as required by law for all employees engaged in the work.

Maintain commercial liability, bodily injury and property damage insurance against any claims(s) that might occur in carrying out this agreement/contract. Minimum coverage shall be one million ($1,000,000) liability for bodily injury and property damage including product 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 ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

The MMSD reserves the right to require higher or lower limits and additional types of insurance if warranted. All insurance required by this contract shall be maintained during the entire length of the contract.

12. CANCELLATION: The MMSD 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.

The MMSD also reserves the right to cancel any contract with a federally debarred contractor or a contractor which is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

13. SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the MMSD must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code, Rules of the Industrial Commission on Safety, and all applicable OSHA Standards.

14. MATERIAL SAFETY DATA SHEETS: If any items(s) on 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 to MMSD - Risk Management, 4711 Pflaum Road, Madison, WI 53718-6721.

15. RESPONSIVENESS AND RESPONSIBILITY: Award will be made to the responsible and responsive bidder/proposer whose bid is most advantageous to the MMSD with price and other factors considered. For the purposes of this project, responsiveness is defined as conformance to the requirements of the solicitation and the furnishing of information requested.

Responsibility is defined as the bidder's/proposer’s potential ability to perform successfully under the terms of the proposed contract. Briefly, a responsible bidder/proposer has adequate financial resources or the ability to obtain said resources; can comply with required delivery taking into account other business commitments; has a satisfactory performance record; has a satisfactory record of integrity and business ethics; and has the necessary organization, experience and technical skills.

The MMSD reserves the right to refuse to accept any bid or proposal from any person, firm or corporation that is in arrears or is in default to the MMSD, or has failed to perform faithfully any previous contract with the MMSD. If requested, the bidder must present within five (5) working days evidence satisfactory to the MMSD of performance ability and possession of necessary facilities, financial resources, adequate insurance, and any other resources required to determine the bidder's ability to comply with the terms of this solicitation document.

16. WARRANTY: Unless otherwise required equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one year from the date of receipt. Equipment manufacturer’s standard warranty shall apply as a minimum and shall be honored by the Contractor.

17. QUANTITIES: The quantities shown on this request are based on estimated needs. The MMSD reserves the right to increase or decrease quantities to meet actual needs.

18. QUALITY: Unless 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 the prior written consent of the MMSD.

19. AWARD CRITERIA: In comparing bids/proposals and making awards, the MMSD may consider such factors as relative quality and adaptability of supplies and services, bidder/proposer financial responsibility, skill, experience, record of integrity, and ability to furnish repairs and maintenance services, the time of delivery or performance offered, contract compliance requirements, and any other element or factor in addition to that of the price which would affect the final cost to the MMSD and whether the bidder has complied with the specifications.

20. AWARD: Award(s) will be made, as determined by the MMSD, to the lowest responsive and responsible bidder/proposer meeting MMSD award criteria.

21. ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special conditions are stated elsewhere in the request; in such cases, the special conditions shall apply. Further, the written contract and/or order with referenced parts and attachments including these Standard Terms and Conditions shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgement shall be effective or binding unless expressly agreed to in writing by the MMSD.

Attachment A – Vendor Identification

Telephone

Toll Free Telephone

Fax

Address:

City:

State:

Zip + 4:

Federal Employee Identification Number (FEIN):