UWM RFB KK18-14-O.docx

State of Wisconsin – UW-Milwaukee Wis. Statutes s.16.75

DOA-3070 (R08/2003) UWM-3070 (R10-13)

For: Neonatal and Adult Medical Simulators

Release date: November 29, 2017

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

See Section 3.4 for rules regarding communications during a Bid.

Questions Due Date: December 6, 10:00 am CST Due Date: December 13, @ 2 p.m. CST No Public Opening

Available submission methods: Email uwmbids@uwm.edu

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

|_| MANDATORY: Request for Bid Cover Sheet (this page), signed by an authorized signatory.

|_| MANDATORY: Bid Response (Including Pricing - Pages 3-7).

|_| OPTIONAL: Any exceptions to Contract Terms and Conditions. See Section 4.2.

|_| OPTIONAL: Confidentiality Form, if desired (http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc; DOA-3027).

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, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States.

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

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 Department of Administration, 101 E. Wilson Street, 6th Floor, Madison, WI 53707 (608) 267-7806.

|_|Yes |_|No

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.

By signing this, the undersigned also certifies that neither bidder nor any person or entity associated with the bidder has, 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; that false, misleading or missing information may disqualify the bid; and that neither the bidder nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency (see www.sam.gov and https://acquisition.gov/far/current/html/Subpart%209_4.html).

|_|Yes |_|No

The undersigned and the respondent will comply with all terms, conditions and specifications set forth in this Bid and acknowledges that the UW-Milwaukee Purchasing Services bid document on file shall be the controlling document for any resulting contract.

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

Bidder’s email:

City, State, Zip Code of Bidder:

Signature of authorized Bidder representative Federal Employer Identification No (or social security if sole proprietor) (voluntary)

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

1.0 GENERAL INFORMATION 2

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”.

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 “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.

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

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

GENERAL DESCRIPTION/PURPOSE OF THE REQUEST FOR BID: Neonatal and adult simulators, accessories, training, warranty as described in the following specifications, and to establish a contract for maintenance and to procure additional goods/services from the awarded vendor.

The University of Wisconsin-Milwaukee College of Nursing is requesting bids for three Mid-Fidelity Adult Simulators and one High-Fidelity forty week Newborn Simulator. The system will be used at the UW-Milwaukee Nursing Learning Resource Center to allow nursing students to interact with simulated adult and newborn patients. Nursing patient care carries some risk and students must be well prepared to interact with actual patients. Learning and practicing skills in a low pressure, low risk, simulation environment is an essential component of our nursing students’ education. These simulators will be used in the context of a published curriculum for all nursing students in our program. It also has applicability for interprofessional education opportunities with students from the College of Health Sciences as well as Advanced Practice Nursing students. Our students receive simulation training in all four semesters of the Professional Nursing major. These simulators will be an essential part of the full complement of simulation experiences provided to our students.

1.3 AUTHORIZATION: Bidder must be an original manufacturer, authorized distributer, or dealer authorized by manufacturer with service and repair capabilities for the items.

1.4 CONTRACT LENGTH: The initial term of the contract will be for a five (5) year period with three (3) optional one year renewals. Renewal terms shall be automatic for the contract, unless either party gives notice to the other of intention not to renew at least sixty (60) days prior to the expiration of any term. Note**Any multi-year maintenance contracts purchased during a current contract term shall be honored for the specific maintenance contract term, beyond the contract term if that ends.

1.5 ADDITIONAL ITEMS/SERVICES: UWM reserves the right to purchase all items provided for in the Bid Response including the Bidder’s full product line list of the awarded manufacturer. Like items, and related service/maintenance that are not provided for in the Bid Response shall be sold to UWM at the same contract prices (or pricing basis) as like items.

1.6 MINIMUM YEARS IN BUSINESS: Bidder or its principals must currently be in the business of providing the requested items/services, and must have been in this line of business for the past three (3) years.

2.0 MINIMUM MANDATORY GENERAL REQUIREMENTS:

2.1 F.O.B.DESTINATION – Delivery charges and risk of loss shall be borne by the Contractor. INSIDE DOCK/DOOR: Delivery will be made by common carrier or bidder’s truck. The equipment is to be delivered to 1921 E Hartford Avenue, Cunningham Hall Room 361 and 329 at the University of Wisconsin-Milwaukee, in an area as designated by University personnel, be in operating condition (floor checked at site), with all debris to be removed by vendor, and with operating instructions, operating manuals and maintenance manuals given to University personnel. Bid prices are to include all packing, transportation, set-up, instructional and manual charges. Contractor insures risk of loss to UWM receipt.

Cunningham Hall has a loading dock with a lift gate. Carrier should have a pallet jack.

If bidding other than F.O.B. Destination, as stated, F.O.B. point and shipping charges must be identified on the Itemized Bid List. The additional cost will be added to the bid total and will serve as the basis for determining the award. Indicate on the Bidder Response Sheet the Country of Origin and Shipping Point.

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

2.2 RETURNS: Contractor shall provide full credit or removal by the Contractor (at the Contractor’s expense), for product/consumables rendered unusable due to, damage upon receipt, faulty product or packaging, and/or receiving discrepancies such as but not limited to duplicates, over-shipments, and product errors. UWM will notify the Contractor in writing within forty eight (48) business hours of receiving discrepancies. Vendor must provide a credit memorandum immediately upon pick up of goods or provide an alternative methodology that is acceptable to UWM. If duplicated or over-shipment items are requested to be removed and are not removed within 30 days of written notification, UWM reserves the right to dispose of them as its own property and shall not be held liable for any cost for the items.

2.3 VENDOR INSURANCE REQUIREMENTS: Vendor must provide a certificate of insurance upon award indicating coverage meets or exceeds the following mandatory minimums:

Worker's Compensation

Each Accident Disease – Policy Limit Disease – Each Employee Statutory Limits

$100,000 $500,000 $100,000

Commercial General Liability General. Aggregate & Products Liability Each Occurrence $2,000,000 $1,000,000

Additional Insured Provision:

The contractor shall add the, "Board of Regents of the University of Wisconsin System, its officers, employees, and agents" as an additional insured under the commercial general, automobile and professional liability policies. The certificate holder shall be listed as the University of Wisconsin Milwaukee.

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

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

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

2.4 SPECIFICATIONS (MANDATORY)

SPECIFICATIONS & INSTRUCTIONS FOR COMPLETING SPECIFICATION TABLE:

The following specifications represent minimum acceptable requirement. Bidders must select either “yes” or “no” for each specification below. For any “No” Response, the bidder must provide a detailed written explanation indicating how this difference in specification would affect the performance of the product being bid. The University shall be the sole judge of acceptability.

SPECIFICATIONS FOR THREE MID-FIDELITY ADULT SIMULATORS

MEET SPECIFICATIONS

SPECIFICATIONS FOR ONE HIGH FIDELITY FORTY WEEK NEWBORN SIMULATOR

MEET SPECIFICATIONS

ITEMIZED BID LIST KK18-14-O 6

For bids to be considered pricing must be submitted on this attachment. Supplemental quotes may be submitted in addition to completion of this attachment. Terms and Conditions attached to quotes submitted will not become part of any contract between the parties. Bidders are required to provide the total cost of equipment and services needed to fulfill the bid requirements/specifications and

LIST PRICE

UNIT

NET PRICE

Manufacturer:

Model/Catalog No.

(Include a list here of all included parts.)

Manufacturer:

Model/Catalog No.

2.

1 lot

Instruction for up to eight (8) participants in the use and features of the manikin (if not included in the above)

Manufacturer:

Model/Catalog No.

Manufacturer:

Model/Catalog No.

Manufacturer:

Model/Catalog No.

This extended warranty/service plan needs must include annual onsite preventative maintenance program that provides replacement of manikin parts as needed (for example skin, air bags for lungs, etc.) and incorporates a tutorial. It should include a loaner program such that if the Manikin cannot be repaired on-site under the warranty/service plan that a replacement (loaner) be provided until the repair is completed.

9...

1 lot

Shipping and Handling Charges

10.

EXTENDED NET TOTAL FOR EQUIPMENT /SERVICE PLANS

and make the system fully functional. No additional charges will be allowed.

P. 8

Specify all utility requirements for installation and operation of system, e.g. electrical, physical, etc. _____________________________________________________________________________ What is the recommended useful life of the equipment being bid? __________ years.

For how long will these prices remain firm?

Indicate the maximum percentage annual increase beyond the firm pricing period for three annual terms: _________% Note a 30-day advanced notice and new pricing must be provided to the University’s purchasing department for approval before any increases will be implemented.

Can third party products be used with the equipment?

KK18-14-O Bid Response (continued)

2. If you answered “no” in question #1, please explain your payment terms.

5. State current hourly rate for service not covered by maintenance contracts to include charges for travel:

6. List any discounts that will apply from list price to future purchases of accessories, parts, supplies and service. What period of time will the discounts remain valid beyond the standard 60 day firm bid period?

7. ELIGIBLE PURCHSERS/PIGGYBACKING: Other UW Campuses may desire to issue purchases against the results of this bid. Bidders are to state where indicated on the bid whether they will agree to sell to these campuses in accordance with this bid.

(Answer to this question will not affect bid award. Vendors are encouraged to extend the contract resulting from this RFB to other UW System campuses. If awardee answers “yes”, interested campuses will contact the contractor directly to place orders referencing the UWM agency contract number, and are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.)

|_|Yes |_|No

Vendor Information

Company Name

Company Website

Contact name for questions regarding this bid

Contact name for contract renewals and problems

Contact name for account representative

Contact name for sales representative (if not the same as account representative)

3.0 BID PROCEDURES AND INSTRUCTIONS:

3.1 METHOD OF BID: Bidders shall submit a list unit price, a net unit price, a total net price, and an extended net total bid price for each item/service specified. Prices listed must be in US dollars.

3.2 METHOD OF AWARD: Awards shall be made to the lowest responsive, responsible bidder based on the lowest total extended net total for goods and services which is judged to be in the best interest of the University of Wisconsin--Milwaukee. Life-cycle cost methods and timeliness of delivery may be used in evaluation of bid submittals when appropriate.

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, Purchasing Director and/or Department Users to verify that they meet all specified requirements in this RFB and that they comply with all instructions of this Bid.

The verification process may include requesting reports on the Bidder’s financial stability, 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 two Bidders or more, or 50% or more of the Bidders are unable 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 uwmbids@uwm.edu, unless otherwise indicated by the Purchasing Office. Violation of this condition may be considered sufficient cause for Bid rejection. The subject line of the email must be labeled “Bid Number KK18-14-O Question.”

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

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

3.5 BID SUBMISSION:

Bid openings are public unless otherwise specified. The names of the bidders may be read aloud at Bid 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.

3.5.1 Delivered via Email

Bidder shall submit to uwmbids@uwm.edu. Such email (and all Bid documents) must be received prior to the Bid due date set forth on the cover sheet of this bid.

The subject line of bidder’s submission must contain the following: “KK18-14-O and bidder’s company name.” Any attachments to electronic submissions must be in Microsoft Word, Microsoft Excel, Microsoft Power point, Adobe PDF, or ZIP file formats and under 10MB in size. UWM will not accept responsibility for any network or power outages that may occur during the transmission of bids. Electronic or digital signatures are acceptable, but subject to verification.

Submitting a Bid to an e-mail address other than uwmbids@uwm.edu will not constitute receipt of a valid Bid by the Purchasing Office.

3.6 BAFO: UWM reserves the right to request one or more respondents to a Best and Final Offer (“BAFO”) process. More information in regards to this process may be found at http://vendornet.state.wi.us/vendornet/procman/proc39.pdf.

3.7 ADDENDUM: Any bid addenda will be sent to all Bidders receiving a RFB or to any Bidder requesting a copy of the Bid.

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 INCURRING COSTS: UWM shall not be liable for any cost incurred by a Bidder in the process of responding to this RFB.

3.10 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.

3.11 SHALL AND MUST ARE MANDATORY: “Must” or “shall” are mandatory requirements.

3.12 REASONABLE ACCOMMODATIONS: UWM will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities, upon request. If a Bidder believes it needs accommodations the site visit, contact Purchasing Agent listed on the Bid Cover Sheet.

3.13 VENDORNET: Registration on the State of Wisconsin’s VendorNet System (http://vendornet.state.wi.us) is available free of charge to all businesses and organizations that want to sell to the state. Registration allows a vendor to:1) Register for a bidders list for commodities/services that the vendor wants to sell to the state 2) Receive an automatic email notification each time a state agency, including the University of Wisconsin System campuses, posts a Request for Bid (RFB) or a Request for Proposal (RFP) with an estimated value of over $50,000. Increasingly, state agencies also are using VendorNet to post simplified bids valued at $50,000 or less. 3) Receive an email notification of addendums/amendments relative to the RFP or RFP. Vendors who obtain the RFB or RFP from a third party assume responsibility for checking for updates to the RFB or RFP.

You must update your Vendornet Profile to continue to receive bid posting notifications. Please review this website for more details: https://vendornet.wi.gov/GenProcurement/StrategicSourcing.aspx

4.0 TERMS AND CONDITIONS

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) Official Purchase Order; and (3) the successful Bidder’s response to RFB.

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.

4.2 Any exceptions to the Contract Terms and Conditions must be included separately with bidder’s response. Specific objections or additions must be listed. It is insufficient for the Bidder to submit a standard Bidder contract as a complete substitute or alternative for the language in this Bid. Likewise, it is insufficient for the Bidder to simply cite to Bidder’s document or incorporate a document by reference. Any contract term or condition not set forth in Bidder’s response will not be negotiated or considered. 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.

4.3 CONTRACT PRICING: Except as provided herein, Contract resulting from this Bid must remain firm for the initial contract period after which time an escalator may be invoked if Successful Bidder’s price has increased. Any price increases after that initial period must be received in writing and approved by UW Milwaukee Purchasing 30 days prior to the beginning of the next one year period. Price increases must be justified by providing corroborating information substantiating the increases. An acceptance of the price list change will be in the form of an amendment to the contract. Price increases deemed by UWM to be excessive may result in contract termination/rebid.

Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3681 (03/99)

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS

FOR PROCUREMENTS FOR SERVICES

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/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

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

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

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

5. PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) 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/proposal evaluation and contract administration.

In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

6. UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

7. ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

8. PAYMENT TERMS AND INVOICING: The State of Wisconsin normally 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.

9. 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.

A good faith dispute creates an exception to prompt payment.

10. TAXES: The State of Wisconsin and its agencies 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, including all its agencies, 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. The State of Wisconsin 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.

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

12. 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. The State of Wisconsin 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. The State of Wisconsin 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.

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

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

15. WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

16. 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.

Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law. Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

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

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

19. WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

20. CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation 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.

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

22. PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

23. PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

Data contained in a bid/proposal, 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 become the property of the State of Wisconsin.

Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

24. 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 the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 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.

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

26. 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).

27. PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

28. HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin 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 of any of its contractors, in prosecuting work under this agreement.

29. 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.

30. WORK CENTER PROGRAM: The successful bidder/proposer 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/proposer 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.

31. 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.

Wisconsin Department of Administration Chs. 16, 19, 51

DOA-3054 (R08/2016)

Standard Terms And Conditions (Request For Bids / Proposals)

Wisconsin Department of Administration

DOA-3054 (R08/2016)

32.