State of Wisconsin
Wis. Statutes s.16.75
DOA-3070 (R08/2003)
AGENCY ADDRESS:
University of Wisconsin-Milwaukee Purchasing Office
Mail to:
Deliver to:
PO Box 777
Engelmann Hall Room 180
Milwaukee WI 53201
2033 E Hartford Ave
Milwaukee WI 53211
REQUEST FOR BID G14001-O
All bids shall be submitted via e-mail to uwmbids@uwm.edu Bids
must be received at this mailbox no later than 2:00 PM CDT on August
23, 2013. Bids shall not be larger than 57 Megabytes. Bidder
documentation that e-mail was sent prior to 2:00 PM shall not be
considered. Bidders are encouraged to call to confirm whether a bid
has been received prior to 2:00 PM on due date. To confirm receipt
bidders shall call: Katie Green at 414-229-7227. If there is no
response, Bidders shall call 414-229-4301. If there is no response
bidders shall call Michael Ziegler at 414-229-7168. Inability to reach
Purchasing personnel to verify receipt of a bid shall not be just cause
for accepting a late bid. Bidders are encouraged to request e-mail
verification that bid has been received immediately upon sending.
Requests for e-mail verification shall be sent to ktgreen@uwm.edu
Bids MUST be in this office no later than
THIS IS NOT AN ORDER
BIDDER (Name and Address)
2:00 PM CDT on August 23, 2013
Name (Contact for further information)
Date
Katie Green
August 2, 2013
Phone
Fax
Email
414-229-7227/4301
414-906-8406
ktgreen@uwm.edu
Quote Price and Delivery FOB
Delivered
Item
No.
Quantity
and Unit
Faxed bids are acceptable.
Price
Per Unit
Description
Total
Furnish student online orientation program for University of
Wisconsin—Milwaukee Student Success Center (SSC) per
attached specifications for the period 9/1/13 – 8/31/18.
Bidder shall sign and return this Request for Bid form and all
attachments where information has been requested.
Please enter bidder name and address above.
$____________
$____________
Total Price of Setup
Annual Subscription Fee
Hourly rate for future enhancements
$_________ x 20 hours
$____________
Total
Payment Terms
$____________
Delivery Time
We claim 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 MBE Certification Program. If you have questions concerning the certification process, contact the Wisconsin Minority/Disabled Veteran Certification Program, 101 E Wilson Ave,
6th Floor, Madison, WI 53707. 608-261-2510 truphosa.mwololo@wisconsin.gov Does Not Apply to Printing Bids.
We are a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process shall be addressed to the Work Center
Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53702, (608) 266-2605.
Wis. Stats. s. 16.754 directs UWM 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
In signing this bid we also 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 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 statement is accurate under penalty of perjury.
We will comply with all terms, conditions and specifications required by UWM in this Request for Bid and all terms of our bid.
Name of Authorized Company Representative (Type or Print)
Title
Signature of Above
Date
E-Mail Address:
Phone
(
Fax
(
)
)
Internet (Web) Address:
This form can be made available in accessible formats upon request to qualified individuals with disabilities.
Blank Page
ITEMIZED SPECIFICATION BID LIST-TECHNICAL REQUIREMENTS
SSC seeks to create orientation program variations to best meet the needs of different student populations at UWM. Two
programs currently exist:
 The traditional New Student Orientation (NSO) targeted toward incoming new freshman age 24 or younger. This
program is required for traditional age new freshmen.
 The Transfer and Adult Student Orientation (TASO) program targeted toward all new transfer students as well as
returning adult students age 25 or older. This program is not currently required but in the near future, there is the
desire to modify and make this required.
With this in mind, there are a growing number of students at UWM who could benefit from an online orientation program
should a version of orientation be required for all students. Students who could benefit include:
 Students living outside of the southeast Wisconsin area who intend to complete all coursework through UWM online.
 Working adult students who could benefit from attending an orientation program but cannot make it to an in person
scheduled session.
The online orientation program will meet the product specifications below. Once built, the online orientation program will
cover a variety of topics to best meet the needs of new students entering UWM. Modules include UWM technology, housing,
financing college, academic advising, and student resources on campus. Additional modules may be added at a later date.
PRODUCT REQUIREMENTS
 Ability to control access to the system to ensure specific students can use the program while not allowing the
system to be completely open to the public.
 Ability to customize the entire data collection page to include as many or as few fields as desired.
 Ability to allow access to users without collecting personally identifiable data within the system.
 Ability to customize student experience by specifying modules based on different student information. For
example, students majoring in nursing would be directed to complete a specific set of modules while students
majoring in engineering would be directed to complete a different set of modules.
 Ability to create an unlimited number of content modules allowing for a variety of program tracks for wider use
across campus populations (i.e. graduate programs, online only, blended, international, etc.)
 Ability for students to complete program modules in separate sessions without having to start the program from
the beginning.
 Ability to create customized template to match UWM branding standards.
 Ability to create customized knowledge and program assessments including:
o Custom quizzes for each module to assess individual student knowledge and force module content review
if topic proficiency (as determined by UWM staff) is not demonstrated.
o Custom final test to assess individual student knowledge of the entire program’s content.
o Custom post program survey capability.
 Ability for UWM staff to independently add and modify content within the program as needed, including such items
as:
o Textual information
o External links to web pages
o Integrating video
o Uploading and inserting images
o Uploading and adding audio
o Adding documents such as PDFs or handouts
Reporting functionality to assess the following:
o Access and completion of the progam by individual students
o Time spent on specific topics
o Statistics on students’ success with individual quiz questions
Allow SSC to attach documents in various formats and sizes.
DATA COLLECTION / PROCESS FLOW
 UWM will be issuing a unique identification code to each student to be used to access the Online Orientation
program. The unique code will be randomly generated and stored with the students Personally Identifiable
Information (PII), First Name, Last Name, Epanther, etc. on campus in a secure location.
 The student must use the unique identification code to access the Online Orientation program.
 Once a user is within the Online Orientation program, we want to collect the student’s school/college affiliation to
customize the student’s experience based on academic major.
 The hosted application will not collect any PII.





ADDITIONAL REQUIREMENTS
Product shall allow for multiple modules to meet the needs of different student populations (i.e. undergraduate
students vs. graduate students). The product shall include a “decision paths” tool which essentially creates a fork in
the program to allow for different students to review different material.
Product shall have a management console with reporting to indicate the students who have passed the final quiz.
The portal integration shall allow the students to access the URL from their portal. Technically speaking there is no
authentication.
The student data housed within the system is the property of the University and the supplier shall not use or share
it with anyone. UWM will determine if/when we would purge the information housed within our system.
The system allows for the continual building and editing of modules as we expand our program even while the
program is live to students.
PROJECT TIMELINE
 September – October 2013 – Purchase product, UWM to finalize product content, Test product
 November 2013 – Launch as an optional supplement for new transfer students starting Spring 2014.
 March 2014 – Launch as a required component for all new transfers for Fall 2014 semester.
OUTLINE
Students log on to online orientation using to complete the following segments. UWM is creating the content for the following
modules. This content, as created by UWM, will be ready to be inserted in the selected vendor’s product.
MODULE ONE: WELCOME
o Welcome video from campus and student leaders (traditions, message from Chancellor)
o “Schedule of events” preview for the online orientation
o PRIDE Message video and review of transfer/adult student checklist
MODULE TWO: POLICIES
o Policies and procedures review with links to the web for more information
 Dean of Students
 Student Handbook
 Code of conduct
 Civility Statement
 Knowledge check regarding policies and procedures
MODULE THREE: TECHNOLOGY
o Technology
 Overview of PAWS (what is it, when is it used)
 Demonstration of registering for classes using PAWS
 Knowledge check regarding use of PAWS to register including a simulation to have the
student practice using the site
 Demonstration of D2L (what is it, when is it used)
 Knowledge check regarding use of D2L including a simulation to have student practice
 Demonstration of pantherLINK (email, calendar)
 Knowledge check regarding use of D2L including a simulation to have student practice
MODULE FOUR: ADVISING
o Advising
 Welcome from student’s school/college including an advising video (would be customized based
on the declared major on the student’s account)
 Provide key advising information with links to any material from the school/college
 Direct how to schedule an appointment with an advisor
 Prompt to schedule placement testing (if needed)
MODULE FIVE: TAKE CARE OF BUSINESS
o Paying for college
 Financial Aid
 MEBO
 Life Impact
o Housing presentation
 University Housing
 Neighborhood Housing
o Transportation
 Getting to campus
 Parking options
MODULE SIX: RESOURCES
o Overview of campus resources
 Videos from various offices set up in “resource fair” fashion allowing students to review
information about the resources of the most interest to them
 Promote office hours and/or online chat times with various resources
MODULE SEVEN: RECAP
o Brief overview of content presented
 Knowledge check regarding all topics covered
o Review next steps checklist (which is also emailed to the student). Those steps include:
 Register for on campus orientation (Link back to the orientation registration site.)
 Apply for or transfer any financial aid
 Complete placement testing (if necessary)
 Schedule a meeting an academic advisor to register for classes
Total Price of Setup
Annual Subscription Fee
Hourly rate for future enhancements*
$________ x 20 hours
GRAND TOTAL
$____________
$____________
$____________
$____________
Please provide geographic location of hosting: ______________________________________________
*Future enhancements to include upgrades, module additions, other content changes, incorporation of
additional features and any other modifications
Student Online Orientation system to be fully customized and ready for full implementation by March 1,
2014.
Implementation: Successful supplier shall implement the system in a strategic manner that will ensure
successful transition and implementation. The student online orientation system shall adhere to all state
and federal guidelines and legal requirements in regard to security and privacy (e.g. Family Educational
Rights and Privacy Act). In addition, the student online orientation system shall ensure proper records
retention per UWM and State of Wisconsin requirements.
STATE OF WISCONSIN-University of Wisconsin-Milwaukee (UWM) - REQUEST FOR BIDS (RFB) G14001-O
FOR: Student Online Orientation Software for Student Success Center
TABLE OF CONTENTS
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
INTRODUCTION AND PURPOSE
BID PROCEDURE AND INSTRUCTIONS
BID ACCEPTANCE, EVALUATION AND AWARD
TECHNICAL REQUIREMENTS
SUPPORT REQUIREMENTS
COST INFORMATION
COST SHEET
REQUIRED FORMS
- VENDOR DATA SHEET
- VENDOR REFERENCE DATA SHEET
- VENDOR AGREEMENT
TERMS AND CONDITIONS
- SPECIAL, STANDARD AND SUPPLEMENTAL TERMS AND CONDITIONS
1.0
INTRODUCTION AND PURPOSE:
1.1 PURPOSE OF THE REQUEST FOR BIDS: The purpose of this document is to provide interested parties with information to
enable them to prepare and submit a bid for a student online orientation system for the UWM Student Success Center .
The State of Wisconsin as represented by the University of Wisconsin—Milwaukee (UWM) intends to use the results of this
process to award a contract for a student online orientation system for the UWM Student Success Center.
1.2 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 you think you need
accommodations at a bid opening/supplier conference, contact Katie Green at 414-229-7227/4301 (voice) or 414-906-8406
(FAX).
1.3 SCOPE: UWM intends to utilize this bid for all related purchases for a five year period with the option to extend for
additional one year periods upon mutual agreement of UWM and supplier.
1.5
CONTRACT LENGTH: The contract will be for a five year period with additional one year extensions possible by
mutual consent.
1.6
METHOD OF AWARD: The award will be based upon the low total from the lowest responsive, responsible
bidder.
1.7
CANCELLATION AND TERMINATION: UWM reserves the right to cancel the resulting contract/agreement, for
any reason, by giving written notice to Contractor of such cancellation and specifying the effective date thereof,
at least ten (10) days before the effective date of such cancellation. Contractor shall, in the event of such
cancellation, be entitled to receive compensation for any work accepted hereunder in accordance with UWM's
order(s). Contractor may also be compensated for partially completed work in the event of such cancellation.
The compensation for such partially completed work shall be no more than the percentage of completion of
each work effort, as determined in the sole discretion of UWM, times the corresponding payment for
completion of such work as set forth in UWM's order(s).
In addition, UWM reserves the right to terminate the resulting contract/agreement, for reasons of breach of contract, by giving
written notice to Contractor of such termination and specifying the effective date thereof, at least ten (10) days before
the effective date of such termination. Contractor shall, in the event of such termination, be entitled to receive
compensation for any work accepted hereunder in accordance with UWM's order(s). Contractor shall also be
compensated for partially completed work in the event of such termination. The compensation for such partially
completed work shall be no more than the percentage of completion of each work effort, as determined in the sole
discretion of UWM, times the corresponding payment for completion of such work as set forth in UWM's order(s).
Upon cancellation, termination or other expiration of the resulting contract/agreement, each party shall forthwith return to the
other all papers, materials, and other properties of the other held by each for purposes of execution of the
contract/agreement. In addition, each party will assist the other party in the orderly termination of this
contract/agreement and the transfer of all aspects hereof, tangible or intangible, as may be necessary for the orderly,
nondisruptive business continuation of each party.
2.0
BID PROCEDURES AND INSTRUCTIONS:
2.1 METHOD OF BID: Vendors must submit an original bid via e-mail. All bids shall be submitted via e-mail to
uwmbids@uwm.edu Bids must be received at this mailbox no later than 2:00 PM on the date that bids are due. Bids shall not
be larger than 57 Megabytes. Bidder documentation that e-mail was sent prior to 2:00 PM shall not be considered. Bidders are
encouraged to call to confirm whether a bid has been received prior to 2:00 PM on due date. To confirm receipt bidders shall
call: Katie Green at 414-229-7227. If there is no response, Bidders shall call 414-229-4301. If there is no response bidders
shall call Michael Ziegler at 414-229-7168. Inability to reach Purchasing personnel to verify receipt of a bid shall not be just
cause for accepting a late bid. Bidders are encouraged to request e-mail verification that bid has been received immediately
upon sending. Requests for e-mail verification shall be sent to ktgreen@uwm.edu
2.2 CALENDAR OF EVENTS: Listed below are important dates and times by which actions related to this Request for Bids
(RFB) must be completed. In the event that UWM finds it necessary to change any of these dates and times it will do so by
issuing an addendum to this RFB.
DATE
August 2, 2013
August 13, 2013
August 23, 2013 2:00 PM CDT
EVENT
Date of issue of the RFB
Questions due
Bids due from vendors
2.3 FORMAT OF BID: Vendors responding to this RFB must comply with the following format requirements:
a)
SIGNED REQUEST FOR BID SHEET: Vendors shall include the signed Request for Bid sheet as the cover
sheet of their Bid. Bids submitted in response to this RFB must be signed by the person in the vendor's
organization who is responsible for the decision as to the prices being offered in the bid or by a person who
has been authorized in writing to act as agent for the person responsible for the decision on prices.
By submitting a signed bid, the vendor's signatories certify that in connection with this procurement: (a) the
vendor's organization or an agent of the vendor's organization has arrived at the prices in its bid without
consultation, communication or agreement with any other respondent or with any competitor for the purpose
of restricting competition, (b) the prices quoted in the bid have not been knowingly disclosed by the vendor's
organization or by any agent of the vendor's organization and will not be knowingly disclosed by same, directly
or indirectly, to any other respondent or to any competitor, and (c) no attempt has been made or will be made
by the vendor's organization or by any agent of the vendor's organization to induce any other person or firm to
submit or not to submit a bid for the purpose of restricting competition.
(b)
State of Wisconsin Terms and Conditions: These standard and supplemental terms and conditions shall
govern this proposal and subsequent award. Vendors must accept these terms and conditions or submit pointby-point exceptions along with proposed alternative or additional language for each point, including any
vendor contracts. Submission of any standard vendor contracts as a substitute for language in the terms and
conditions is not a sufficient response to this requirement and may result in rejection of the vendor's proposal.
UWM reserves the right to negotiate contractual terms and conditions other than those in the State of
Wisconsin Contract when it is in the best interest of UWM to do so.
(c)
ADDITIONAL INFORMATION: Include the completed Vendor Data Sheet and Vendor Reference Data
Sheet and any other forms required in the bid. Include all additional information that will be essential to an
understanding of the bid. This might include diagrams, excerpts from manuals, or other explanatory
documentation that would clarify and/or substantiate the bid document.
(d)
COST INFORMATION: Provide cost information on the Request for Bid sheet and the Itemized
Specifications Bid List included in this RFB. All costs for furnishing the product(s) and/or service(s) included in
the bid in accordance with the terms and conditions in this RFB must be included.
2.4 MULTIPLE BIDS: Multiple bids from a vendor will be permissible, however each bid must conform fully to the
requirements for bid submission. Each such bid must be separately submitted and labeled as Bid #1, Bid #2, etc. on each
page included in the response. Alternate acquisition plans do not constitute multiple bids.
2.5
INCURRING COSTS: UWM is not liable for any cost incurred by a vendor in the process of responding to this
RFB.
2.6
QUESTIONS: Any and all questions concerning this RFB must be submitted via e-mail to uwmbids@uwm.edu on
or before August 13, 2013
Subject line of e-mail must read: Questions K141-O Due August 13, 2013
Vendors are expected to raise any questions, exceptions, or additions they have concerning the RFB document
on or before August 13, 2013. If a vendor discovers any significant ambiguity, error, conflict, discrepancy,
omission, or other deficiency in this RFB, the vendor shall immediately notify Katie Green at ktgreen@uwm.edu
of such error and request modification or clarification of the RFB document.
In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part
of this RFB, supplements or revisions will be posted on VendorNet.
From the date of release of this RFB, until a Letter of Intent is issued, all contacts with UWM personnel
regarding this RFB shall be made through the UWM Purchasing Office. Violation of this condition may be
considered sufficient cause for rejection of a bid, irrespective of any other considerations.
Each bid shall stipulate that it is predicated upon the terms and conditions of this RFB and any supplements or
revisions thereof.
2.7
3.0
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.
BID ACCEPTANCE, EVALUATION AND AWARD:
3.1
BID OPENING: Bids will be opened on August 23, 2013 at 2:00 PM CDT at 2033 E Hartford Ave, Engelmann Hall,
Room 180. Names of the bidders may be read aloud at that time.
3.2
BID ACCEPTANCE: Bids which do not comply with instructions or are unable to comply with specifications
contained in this RFB may be rejected by UWM. UWM may request reports on a vendor's financial stability and
if financial stability is not substantiated may reject a vendor's bid. UWM retains the right to accept or reject
any or all bids, or accept or reject any part of a bid deemed to be in the best interest of UWM. UWM shall be
the sole judge as to compliance with the instructions contained in this RFB.
3.3
BID EVALUATION: Bids will be evaluated by the UWM Purchasing Agent and program manager to verify that
they will meet all specified requirements in this RFB. This verification may include requesting reports on the
vendor's financial stability, conducting demonstrations of the vendor's proposed products(s) and/or service(s),
and reviewing results of past awards to the vendor by UWM.
Bids from certified Minority Business Enterprises may be provided up to a five percent (5%) bid preference in accordance with
Wis. Stats. s. 16.75(3m).
3.4
NOTIFICATION OF INTENT TO AWARD: Any vendors who respond to this RFB, with a bid, will be notified in
writing of UWM's intent to award the contract(s) as a result of this RFB.
After notification of the intent to award is made, and under the supervision of agency staff, copies of bids will be
available for public inspection 8:30 a.m. to 3:30 p.m. at 2033 E Harford Ave, Engelmann Rm 180, Milwaukee, WI.
Vendors shall schedule reviews with Katie Green at 414-229-7227/4301 to ensure that space is available for the review.
4.0 TECHNICAL and PERFORMANCE REQUIREMENTS: See Itemized Specification Bid List.
All requirements in this section are mandatory.
4.1 General Technical and Performance Specifications.
4.1.1
Bidder must be an authorized partner or dealer of the software manufacturer with full capability to perform all
requirements herein. .
5.0
4.1.2
The successful bidder (contractor) must honor the REQUIRED WARRANTY: Product shall perform as
described in this specification.
4.1.3
All items bid shall be manufacturer's most recent version of the products.
4.1.4
All elements of system shall be capable of performing at an effectiveness level in accordance with
manufacturer's specifications, data sheets and technical publications.
SUPPORT REQUIREMENTS: See Itemized Specification Bid List
5.1
5.2
5.3
6.0
6.1
7.0
Vendors must furnish all warranty work or provide alternate source of local warranty work at no extra cost to
UWM.
All requirements in this section are mandatory.
Supplier shall correct or have corrected any substandard work as defined by UWM. Such work shall be at no
extra cost to UWM.
COST INFORMATION
Bidders are to submit pricing on the Request for Bid form and in the Itemized Specification Bid List.
REQUIRED FORMS
The following forms must be completed and submitted with the bid in accordance with the instructions given in Section
2.3. Blank forms are attached.
Vendor Information (DOA-3477)
Vendor Reference (DOA-3478)
Vendor Agreement (DOA-3333)
This document can be made available in accessible formats to qualified individuals with disabilities.
8.0
TERMS AND CONDITIONS
UWM reserves the right to incorporate standard State contract provisions into any contract negotiated with
any proposal submitted responding to this RFB (Standard Terms and Conditions (DOA-3054) and
Supplemental Standard Terms and Conditions for Procurements for Services (DOA-3681)). Failure of the
successful proposer to accept these obligations in a contractual agreement may result in cancellation of the
award.
SPECIAL TERMS AND CONDITIONS
8.1
Prime contractor and minority business subcontractors.
The prime contractor will be responsible for contract performance when subcontractors are used. However, when
subcontractors are used, they must abide by all terms and conditions of the contract. If subcontractors are to be used,
the proposer must clearly explain their participation.
UWM is committed to the promotion of minority business in UWM’s purchasing program and a goal of placing five (5)
percent of its total purchasing dollars with certified minority businesses. Authority for this program is found in
Wisconsin Statutes 15.107(2), 16.75(4), and 16.75(5) and 560.036(2). The Department of Administration is committed to
the promotion of minority business in the department’s purchasing program.
State of Wisconsin policy provides that minority owned business enterprises certified by the Wisconsin Department of
Administration, Bureau of Minority Development shall have the maximum opportunity to participate in the performance
of its contracts. The awarded supplier is strongly urged to use due diligence to further this policy by awarding
subcontracts to minority owned business enterprises, or by using such enterprises to provide goods and services
incidental to this requested service or contract, with a goal of awarding at least 5% of the award amount of this request
for bid/proposal to such enterprises.
Upon request the awarded vendor shall furnish a subcontracting plan of action indicating appropriate information about
its effort to achieve this goal, including identities of such enterprises certified by the Wisconsin Department of
Administration and their subcontract amount. The Department of Administration will require from the successful
contractor a quarterly report of amounts spent with certified minority business enterprises.
A listing of certified minority businesses, as well as the services and commodities they provide, is available from the
Department of Administration, Office of Minority Business Program, (608) 267-7806. The list is published on the
Internet at: http://wisdp.wi.gov/search.aspx
UWM STANDARD TERMS AND CONDTIONS FOR SOFTWARE AS A SERVICE
1.
DEFINITIONS.
As used in this Agreement, the terms set forth in this Section 1 shall have the meanings provided herein. Other terms used in
this Agreement but not defined in this Section 1 shall have the meanings ascribed thereto or are otherwise defined in the
context in which they are used and will have the meanings therein indicated.
“Agreement” means this Agreement, all documents incorporated by reference, , RFB G14001-O and Provider’s Response to
RFB G14001-1.
“UWM Data” means any data entered or uploaded to the SaaS (as defined herein) or otherwise supplied to Provider by UWM;
any software and its related documentation, from whatever source, supplied by UWM to Provider in connection with this
Agreement; and any information stored or processed by the SaaS, including metadata. With the exception of any applicable
third party rights, UWM shall exclusively own all rights, title and interest in UWM Data, including all copyrights and any other IP
Rights. Nothing in this Agreement shall be construed as conveying any rights or interest in UWM Data to Provider.
“Confidential Information” means all written or oral information disclosed by either Party to the other related to the operations of
either Party or a third party that has been identified as confidential, or that by the nature of the information or the
circumstances surrounding disclosure ought reasonably to be treated as confidential. With respect to UWM, Confidential
Information shall also include any and all information transmitted to or stored or processed by Provider in connection with
performance of its obligations under this Agreement, including, but not limited to, personally identifiable information (“PII”) of
students, employees, agents or people recorded on UWM’s data, including those persons’ name, address, phone number, email address, date of birth, social security number, patient records, credit card information, drivers license number, account
numbers, PINs and/or passwords, and any other information that could reasonably identify a person.
“Derivative Work” means a work that is based upon one or more pre-existing works, such as a revision, modification,
translation, abridgement, condensation, expansion or any other form in which such pre-existing works may be recast,
transformed or adapted, and that, if prepared without the authorization of the owner of the copyright in or to such pre-existing
work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation
that incorporates such pre-existing work.
“Documentation” means the user manuals and operator instructions related to the SaaS set forth in the RFQ that are furnished
by Provider to UWM in any format, including paper and electronic, in conjunction with this Agreement.
“IP Rights” means any and all rights that may exist under patent law, copyright law, publicity rights law, moral rights law, trade
secret law, trademark law, unfair competition law or other similar protections, whether or not such rights are registered or
perfected.
“License and Fee Agreement” means the pricing for the SaaS subject to this Agreement set forth in the RFQ, herein expressly
incorporated by reference.
“Marks” means, with respect to a Party, all trademarks, trade names, service marks and domain names, and any visual
representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress
and characters, and any other publicity rights or indicia of ownership owned or used by such Party.
“SaaS” means the products and/or services identified in RFQ, herein expressly incorporated by reference, to which Provider
shall provide access, and which will be accessed by UWM over the internet pursuant to this Agreement.
“Virus” means any undocumented malicious data, code, malware, program, or other internal component (e.g., computer worm,
computer time bomb or similar component), which could damage, destroy, alter or disrupt any computer program, firmware or
hardware or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information accessed
through or processed by the SaaS in any manner.
2.
“Website” is the electronic portal through which access to the SaaS is available to UWM.
LICENSE.
Provider hereby grants UWM a non-transferable perpetual, non-exclusive, worldwide license to access and use the SaaS
identified on RFQ and more fully set forth in the RFQ from which this contract results and Provider’s response to that RFQ,
both of which are herein expressly incorporated by reference.
UWM shall have the option to acquire additional licenses throughout the duration of the Agreement at the same or lower per
unit cost as the initial purchase, pricing for which shall be provided on a monthly pro-rated portion if being purchase for less
than the original term.
3.
TERM.
The term of this Agreement shall commence on the Effective Date and shall remain in effect for a period of five years from the
Effective Date unless terminated as set forth herein (the “Initial Term”). This Agreement shall automatically renew on the same
terms and conditions set forth herein for four additional one-year terms (each, a “Renewal Term”) unless either Party provides
the other Party with a written notice of termination as set forth herein. The Initial Term and any Renewal Terms are collectively
referred to herein as the “Term.”
4.
INVOICING AND PAYMENT.
All invoices must be supported by a purchase order issued by UWM and must reference that purchase order number. In
addition, all invoices must reference any applicable Bid number. Invoices must be itemized and correspond to the License
and Fee Schedule set forth in RFB. Any quotes attached to the purchase order must reference the originating RFQ or bid and
be consistent with the Fee Schedule set forth in RFB.
UWM agrees to pay all net undisputed amounts due to Provider in accordance with the License and Support Fee Schedule.
The costs set forth on the License and Support Fee Schedule shall be all-inclusive and complete. Any additional fees not set
forth in the License and Support Fee Schedule will not be paid.
UWM shall work with the Provide to resolve any disputed amount disputed. UWM may suspend the payment of all disputed
amounts until the dispute is resolved. All of Provider’s obligations shall continue unabated until dispute resolution.
All prices and payments under this Agreement are in U.S. Dollars.
UWM’s purchase order number must appear on all invoices, packing lists, packages, and correspondence pertaining to this
Agreement
UWM shall be bound by the State of Wisconsin’s Prompt pay law, Wis. Stat. §§ 16.528 and 16.53 (2) (11). UWM shall not be
subject to late payment fees.
Both Parties stipulate that UWM may exercise the right of offset for any amounts due pursuant to this Agreement.
Annual renewal fees may not exceed the lesser of CPI-All Index or two percent (2%) from one year term to another.
5.
UWM RESPONSIBILITIES.
A.
UWM Data. Unless otherwise agreed, UWM shall be responsible for creating and modifying UWM Data and keeping
UWM Data input into the SaaS current and accurate. Provider will have no responsibility for assisting UWM in
creating, modifying or inputting UWM Data, unless otherwise agreed to by the Parties in writing.
B.
Authorized Use. If Provider provides UWM with a password to access the SaaS, then UWM is responsible for protecting
the password and for any authorized or unauthorized use made of the password. UWM will cooperate fully with law
enforcement authorities in the detection and prosecution of illegal activity related to unauthorized use of the SaaS.
C.
Acceptance Test. UWM shall have 30 days to test the SaaS in a live production environment to ensure that it conforms to
the specifications, functions, descriptions, warranties, standards and criteria set forth in the Agreement, its
Attachments and Exhibits, and the applicable specifications and Documentation. If, in UWM’s sole discretion, the
SaaS does not meet these acceptance criteria and Provider, within 30 days of written notice from UWM, does not
correct all deficiencies identified by UWM at no additional cost, UWM may terminate this Agreement and Provider
shall promptly refund to UWM all sums paid by UWM under this Agreement. In lieu of termination, UWM may opt to
impose a liquidated damages fee of $50.00 per business day until such time as acceptance criteria are met. Any
refund or liquidated damages shall not bar UWM from pursuing other remedies available under the Agreement. If
UWM does not notify Provider of acceptance or rejection of the Software by the end of the Acceptance Period,
Provider may immediately give UWM written notice of its failure. If UWM does not confirm its rejection or acceptance
or cure such failure within fifteen (15) days, acceptance shall be deemed to occur at the end of such cure period.
6.
PROVIDER RESPONSIBILITIES.
A.
Security and Operations Management. Provider shall provide a secure environment for all UWM Data and any hardware
and software (including servers, network and data components) to be provided or used by Provider, its service
provider partners, subcontractors or agents as part of its performance under this Agreement (“Security Best
Practices”).
To demonstrate the foregoing, the Provider shall provide an opinion or attestation from a qualified Certified
Information Systems Auditor at an independent auditing firm that Provider is operating in accordance with: (i) ISO
27001 and 27002; or (ii) such other standard that UWM agrees in its sole discretion meets the minimum the security
requirements, obligations, specifications and event reporting procedures set forth in Exhibit C to this Agreement.
Provider shall contractually require any subcontractors or agents with access to UWM’s Confidential Information to
adhere to such Security Best Practices.
B.
Resources and Support. Provider shall, throughout the Term, make available such resources, including Provider
personnel, as are reasonably required to: (a) train UWM’s designated employee(s) in the use of the SaaS; (b)
support UWM’s obligations set forth herein; (c) develop modifications to the SaaS as agreed to by the Parties in this
Agreement or subsequently; and (d) otherwise support the SaaS as provided under this Agreement and any
Attachments or Exhibits hereto. Provider shall respond to problems or issues in accordance with the service levels
and warranties set forth in this Agreement and exhibits. In addition, Provider shall provide to UWM the name and
contact information of key programmers who are familiar with the source code for the SaaS, and shall make such
programmers available for transition purposes in the event that UWM terminates this Agreement for cause.
C.
Additional Services. Provider shall provide access to additional features and functionalities of the SaaS as are provided
by Provider to other Provider customers who require functionality similar to the SaaS provided to UWM at no
additional cost to UWM. All such additional features and functionality, where reasonably necessary, shall be
accompanied by updated documentation, whether in written format or distributed online via the Provider web site.
Notwithstanding the provisions of this paragraph 6 C (Additional Services) and except as set forth on RFB, nothing in
the Agreement shall oblige Provider to undertake any modifications to the SaaS, and all such modifications are at
Provider’s sole discretion, whether suggested by UWM or another party.
D.
General Representations and Warranties. Provider warrants in performance of work under this Agreement that it will fully
comply with all applicable federal, state, or local laws, rules, and regulations.
Provider represents and warrants to UWM the following: (a) Provider is a corporation, duly organized, validly existing
and in good standing under the laws of [insert Provider’s state of incorporation] and has all rights and power
necessary to execute, deliver and perform its obligations under this Agreement, including the right to grant the
licenses and provide the services granted and provided hereunder; (b) the execution, delivery and performance of
this Agreement by Provider (i) has been approved by any necessary company action and (ii) is not contrary to, or in
conflict with, the formation and governance documents of Provider, any material agreement by which Provider is
bound or any applicable law; (c) Provider’s employees assigned to provide the SaaS have the knowledge, expertise
and training necessary for Provider to effectively perform its duties and responsibilities hereunder; and (d) Provider is
the sole owner of and has all the necessary intellectual property rights in the SaaS to grant the license under this
agreement and that the products and services delivered or to be delivered pursuant to this Agreement are not
contrary to, or in conflict with, nor do they infringe upon, any patent, trademark, copyright or other intellectual property
right of any person or entity and that there are no such claims of infringement as of the date hereof.
E.
Functional Warranty. Provider warrants that the SaaS, including any modifications thereto that are made by Provider or
pursuant to Provider’s instructions, but not including any post-Acceptance modifications, shall not contain any
material defects and will conform in all material respects to the specifications, functions, descriptions, standards and
criteria set forth in the Agreement. Provider further warrants that all post-Acceptance updates, changes, alterations
or modifications to the SaaS will not materially diminish the features or functionality of the SaaS. Provider shall
promptly correct any errors identified by UWM in the SaaS and in any modification to the SaaS at no cost to UWM. If
Provider is unable to correct such errors within 30 days following notification by UWM, then Provider shall at UWM's
request accept return of the SaaS if applicable, and return all monies paid for the SaaS within thirty days. In lieu of
termination, UWM may opt to impose a liquidated damages fee of $50.00 per business day until such time as such
errors are corrected.
F.
Viruses. Provider warrants that it has used commercially reasonable efforts to ensure against introduction of any
Computer Virus into UWM’s systems. Provider shall immediately advise UWM, in writing, upon reasonable suspicion
or actual knowledge that the SaaS may contain a Computer Virus. In the event that a Computer Virus is found to
have been introduced into systems used by UWM to access the SaaS during the Term of this Agreement, Provider
will repair or replace the SaaS within 10 business days thereafter. If Provider cannot accomplish the foregoing within
such time, then UWM shall discontinue use of the SaaS and Provider shall refund all monies paid for the SaaS under
the applicable Attachment or Exhibit. In lieu of termination, UWM may opt to impose a liquidated damages fee of
$50.00 per business day until such time as the SaaS is repaired or replaced. Provider shall use all reasonable
commercial efforts, at no additional charge, to assist UWM in reducing the effects of the Computer Virus and, if the
Computer Virus causes a loss of operational efficiency or loss of data, to assist UWM to the same extent to mitigate
and restore such losses. In addition, Provider shall indemnify, defend and hold UWM harmless from any damages
resulting from any such Computer Viruses.
G. Support. Provider represents and warrants that it shall perform the Services in a timely and professional manner using
competent personnel having expertise suitable to their assignments. Provider represents and warrants that the
Services shall conform to or exceed, in all material respects, the specifications described herein, as well as the
standards generally observed in the industry for similar services.
H.
Correct Date/Time Usage. Provider represents and warrants that the SaaS will function in accordance with the
specifications in a multi-century, multi-millennium environment and identified time zone using industry standard
network time protocol (“NTP”) server.
I.
Service Levels. Provider shall comply with the service levels are as set forth in Exhibit A (Service Level Agreement),
herein expressly incorporated by reference.
J.
Disaster Recovery. Provider agrees to maintain its disaster recovery program (set forth in Exhibit B) and notify UWM of
any material changes made to such program and any changes that impact UWM’s use of the system. Provider
agrees to participate and cooperate with UWM’s business continuity/disaster recovery tests at UWM’s request and as
mutually agreed.
Provider shall be responsible for providing disaster recovery services when UWM is denied access for more than
fifteen minutes to its data and programs necessary to provide the Services. Provider shall maintain the capability to
resume provision of the Services from an alternative location, and via an alternative telecommunications route, in the
event of a disaster that renders Provider’s data center unusable or unavailable to UWM. Provider’s failure to restore
the Services within fifteen minutes of the initial disruption to service, or Provider’s declaration of more than two (2)
disasters in any twelve month period, shall be a material default hereunder. In lieu of termination, UWM may opt to
impose a liquidated damages fee of $50.00 per hour until UWM has access to its data and programs.
Provider shall pay UWM all actual costs incurred by UWM in obtaining alternative Services within thirty (30) days of
UWM’s written request, at UWM’s reasonable discretion, for such payment.
K.
Disaster Recovery Backup. Provider shall provide offsite data backups sufficient to ensure that fire, flood, other natural
disasters and targeted attacks do not negatively impact said backups. Provider shall backup UWM Data an
incremental basis at least every 15 minutes, a full backup once each week, a full backup once each month, and full
backup once each year. Backups shall be kept until the next incremental daily backup, weekly backups shall be kept
for one month, monthly backups shall be kept for one year, and yearly backups shall be kept for seven years. The
location of the back-up facility is [insert location of Provider’s back-up facility].
L.
Third Party Provisioning of Services. Provider must provide UWM with the names and reasonably requested information
of third parties providing service under this Agreement.
M. Operations.
1.
Provider shall provide everything necessary to provide the SaaS, including but not limited to hardware,
proprietary and Third-Party Application(s) (if any), facilities and services, operations administration and
management services.
2.
Provider shall house its infrastructure for the SaaS Services in a secure facility as defined in the Security
Requirements set forth herein. This facility shall employ second floor flood protection, dual UPS, generator
power backup systems, redundant telecommunications routing and multiple HVAC environmental systems. The
location(s) of this facility/these facilities is [insert location of Provider’s facility/ies].
3.
Provider shall regularly monitor the performance of the SaaS and compliance with the specifications set forth
herein in order to provide reasonable assurance that the SaaS is operating as expected, is appropriately and
securely accessible from and to the Internet, and has adequate physical resources available for proper operation,
such as CPU, memory, storage, and bandwidth. Monitoring methods include pro-active monitoring methods and
recording, charting and retention for the purpose of determining resource utilization statistics and patterns.
4.
The SaaS shall be accessible to users via the Internet twenty-four (24) hours a day, seven (7) days a week with a
guaranteed availability of not less than ninety-nine point nine nine nine (99.999%) percent except for scheduled
maintenance, required repairs, or interruptions beyond the reasonable control of Provider, as set forth below.
Provider shall provide UWM with a written maintenance schedule at least thirty (30) days in advance of such
maintenance. Maintenance and required repairs shall be conducted on Saturdays or Sundays from 1:00 a.m.
through 5:00 a.m. Central time. If a longer or difference maintenance outage is necessary, prior written consent
from UWM’s System Administrator or his or her designee must be obtained, such consent not to unreasonably
withheld provided that Provider has given at least thirty (30) days advance notice of the date and time of the
extended maintenance outage period. If due to an emergency, Provider must perform emergency maintenance
with less than 30 days notice, Vendor must verify consent of the System Administrator or his or her designee via
verbal confirmation or return email confirmation. Provider is not responsible for any loss or interruption of
services due to causes beyond the reasonable control of Provider or which are not reasonably foreseeable by
Provider, including, but not limited to, interruption or failure of telecommunication or digital transmission links and
Internet slow-downs or failures.
N.
Identity and Access Management. Unless otherwise agreed to, the provision of Identity and Access Management must be
governed by SAML Technology. Neither Provider nor any other party shall have direct access to UWM’s directory
structure such as active directory or LDAP. In no event may Provider grant access to third parties or reuse UWM’s
authentication data or metadata without prior written consent.
O. Data Breach. Provider must report any confirmed or suspected breach to UWM data immediately upon discovery, both
verbally and in writing, but in no event more than two business days after Provider reasonably believes a breach has
or may have occurred. The report shall identify: (i) the nature of the unauthorized access, use or disclosure, (ii) the
Confidential Information accessed, used or disclosed, (iii) the person(s) who accessed, used and disclosed and/or
received Confidential Information (if known), (iv) what service has done or will do to mitigate any deleterious effect of
the unauthorized access, use or disclosure, and (v) what corrective action service has taken or will take to prevent
future unauthorized access, use or disclosure. Provider must contact UWM prior to public announcement of breach
or unauthorized disclosure of UWM data.
P.
Outages or Service Degradation. Provider shall notify UWM of any known outages or service degradation that may
impact services levels set forth herein as soon as practicable.
Q. One Contract. The Provider is solely responsible for the performance of any and all third-Party Providers, subcontractors
or agents performing under this Agreement.
R.
Reporting Requirements. Provider shall provide the following reports on a schedule set forth herein or as otherwise
mutually agreed in a mutually acceptable form and format.
1.
2.
3.
7.
8.
9.
Reports on Data Breaches as they occur;
Reports of known outages or service degradation as they occur; and
Reports required by Exhibit A regarding Provider’s meeting of KPIs.
RESTRICTIONS.
A.
General Use Restrictions. UWM shall not directly or indirectly copy or reproduce any or all of the SaaS, whether
electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or
organization, without prior written permission from Provider; provided, however, UWM may reproduce and distribute
any SaaS output generated from UWM Data.
B.
Reverse Engineering. Except as provided or allowed by law, UWM agrees that it shall not reverse engineer, decompile,
disassemble, or otherwise attempt to derive source code or other trade secrets from any of the software comprising
or in any way making up a part of the SaaS.
PROPRIETARY RIGHTS.
A.
Ownership. Provider represents and warrants that it is the sole and exclusive owner, or has the right to use, all of the
inventions, software, technology, expertise, know-how, materials and IP Rights contained in or a part of the SaaS.
Provider’s IP Rights shall in any event include the SaaS and any works based on or derived from the foregoing
including any future versions, releases, upgrades or enhancements of the SaaS.
B.
Marks and Copyrights. UWM shall not permit any of its employees to remove, alter, deface, obscure or otherwise modify
any of Provider’s Marks that are displayed on the SaaS, whether such Provider Marks are displayed or otherwise
rendered by software or on printed media. In addition, UWM shall not adopt or otherwise utilize any Marks containing
confusingly similar names, designs or other indicia to Provider’s Marks nor dilute Provider’s Marks in any manner.
Provider shall not use any of UWM’s Marks without the prior written permission of UWM, and shall not adopt or
otherwise use any Marks containing confusingly similar names, designs or other indicia to UWM’s Marks nor dilute
UWM’s Marks in any manner.
C.
Continued Operations. If any software or documentation connected with the SaaS and subject to this Agreement
becomes, or in UWM’s or Provider’s reasonable opinion is likely to become, the subject of any claim, suit, or
proceeding arising from or alleging infringement, misappropriation or other violation of, or in the event of any
adjudication that all or part of the SaaS infringes, misappropriates or otherwise violates any Intellectual Property Right
of a third party, Provider, at its own expense shall take the following actions in the listed order of preference: (a)
secure for UWM the right to continue using the SaaS; or, if commercially reasonable efforts are unavailing, or (b)
replace or modify the SaaS to make it non-infringing; provided, however, that such modification or replacement shall
not degrade the operation or performance of the SaaS. If Provider cannot accomplish any of the foregoing within a
reasonable time and at commercially reasonable rates, then Provider shall accept the return from UWM of the
infringing component of the SaaS, along with any other components of the SaaS rendered unusable as a result of the
infringing component and refund the price paid to Provider for such components.
CONFIDENTIAL INFORMATION.
A.
Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each
Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third
parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of
Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the
sole property of the disclosing Party or such third party. No Party shall disclose such information without prior written
consent of the owner of the information or as anticipated in subsection C herein.
B.
Mutual Confidentiality Obligations. Except as expressly provided otherwise in this Agreement, each Party agrees as
follows: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will not
reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from
dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential
Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of
its personnel, agents, and/or consultants, if any, who have a need to have access; and (v) to return or destroy all
Confidential Information of the other Party in its possession upon termination or expiration of this Agreement.
Notwithstanding the foregoing, UWM shall not be required to return Software if the license is paid for and the license
terms have not been breached by UWM.
C.
Open Records.
Provider agrees to maintain records supporting the Software and Services supplied for a period of 7 seven years or a
time period to ensure compliance with Wisconsin Public Records Law, Wis. Stat. § 19.21, which is longer.
The Parties agree that Wisconsin Public Records Law, Wis. Stat. § 19.21, et seq. may require Provide to retain and
produce records and that failure to do so shall constitute a material breach of this Contract, and that the Provider
must defend and hold UWM harmless from liability under the law.
D.
Disclosure of UWM Data
Provider shall not report or release information concerning UWM or its students, employees or customers to third
parties without UWM's prior written approval. Any such report or release of information shall, at a minimum, comply
with the more restrictive of those set forth in the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq. and Wis. Stat. §
134.98
Should Provider be legally compelled to disclose UWM Data or Confidential Information, Provider must give UWM as
much notice as practicable, but in no event less than 15 days, unless Provider is not legally able to do so, so as to
allow MPS time to seek an order quashing the subpoena
10. INDEMNIFICATION.
Provider shall defend, indemnify, and hold harmless the State of Wisconsin and its 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 or omissions of services of the Provider and/or its agents, employees,
representatives, assigns, subcontractors, or of any of its contractors, in connection with Agreement, except as such suits,
actions, or claims result from the sole negligence of UWM. The inclusion of indemnification in other parts of this Agreement
shall not be read to limit in any way the obligation set forth herein.
Insofar as such indemnification relates to third party claims of infringement of Intellectual Property Rights, such indemnification
shall begin only when UWM gives Provider (i) prompt written notice of such claim; (ii) authority to control and direct the
defense and/or settlement of such claim; and (iii) such information and assistance as Provider may reasonably request, at
Provider’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Provider shall not
settle any third-party claim against UWM unless such settlement completely and forever releases UWM with respect thereto
and does not contain an admission of liability or wrongdoing by UWM, and does not impose any obligations upon UWM other
than an obligation to stop using any infringing items, unless UWM provides its prior written consent to such settlement. In any
action for which Provider provides defense on behalf of UWM, UWM may participate in such defense at its own expense by
counsel of its choice.
11. LIMITATION OF LIABILITY.
Except with respect willful misconduct, gross negligence or personal injury, and except as related to indemnification
obligations set forth herein, in no event will Provider’s liability to UWM exceed five times the amount of the total cost of
licenses and services paid and/or payable under this Agreement.
12. TERMINATION.
A.
Termination for Cause. Except as provided in this Section, UWM may terminate this Agreement for cause in the event
that the Provider fails to cure a material breach of this Agreement within 60 days after receiving written notice thereof.
B.
Termination for Convenience. UWM may terminate this Agreement or any transaction hereunder, in whole or in part, for
convenience, by delivering to Provider written notice at least 30 days in advance of such termination, specifying the
extent of termination and the effective date. In such event, Provider shall immediately stop the affected work
hereunder, shall immediately cause any of its suppliers or subcontractors to cease such work, and UWM’s liability
shall be limited to the price for all products and services delivered to and accepted by UWM prior to the effective date
of termination.
C.
Termination Due to Material Change. In the event that there is any material adverse change generally impacting market
conditions in the financial services industry, due to causes beyond the Parties’ commercially reasonable control,
which material change causes a substantial diminution in either Party’s reasonably expected economic benefits under
this Agreement, or substantially increases the burden of either Party’s performance under this Agreement, then,
unless the Parties are able to agree after no more than 30 days of consultation on what, if any, changes to this
Agreement are necessary or appropriate to restore an equitable benefit of the bargain, the Party adversely affected
by such change may terminate this Agreement upon 5 days written notice to the other Party.
D.
Effect of Termination. In the event this Agreement is terminated pursuant to this Section, (i) the non-terminating Party
may pursue any and all remedies available to it under this Agreement, at law or in equity (excluding Electronic SelfHelp, as defined herein), as the remedies stated herein are cumulative and in addition to any remedies available at
law or equity; (ii) Provider shall immediately stop the affected work hereunder and cause any of its suppliers or
subcontractors to cease such work; (iii) UWM’s liability shall be limited to the price for all products and services
delivered to and accepted by UWM prior to the effective date of termination; and (iv) Provider will reasonably
cooperate with UWM for an orderly transition of the services and/or products contemplated by this Agreement to
UWM.
E.
Survival. The rights and obligations of the Parties which, by their nature must survive termination or expiration of this
Agreement in order to achieve its fundamental purposes, shall survive the termination of this Agreement.
13. RETURN OF UWM INFORMATION.
Upon contract termination for whatever reason, Provider shall provide a complete and secure (i.e. encrypted and appropriately
authenticated) download file of UWM data in XML format including all schema and transformation definitions and/or delimited
text files with documented, detailed schema definitions along with attachments in their native format. Such file must be
provided within 30 days of contract termination and at no additional expense to UWM.
14. RIGHT OF AUDIT.
UWM shall have the right to monitor Provider’s compliance within the secure environment set forth in this Agreement section
6A by a provision of an opinion or attestation from a qualified Certified Information Systems Auditor at an independent auditing
firm.
Notwithstanding the foregoing, UWM or its designated representatives reserves the right to conduct an audit at UMW’s own
expense. Such audit may include a review of all aspects of Provider’s performance hereunder, including, but not limited to:
(i) software development practices and procedures; (ii) network, operating system, database and application configuration
controls; (iii) general controls and security practices and procedures; (iv) disaster recovery and back-up procedures;
(v) change and problem management processes and procedures; (vi) invoice processing; (vii) service level compliance;
(viii) network and system vulnerability and risk analysis; (ix) resource consumption and geographical location of services
provided; and (x) access to authentication and authorization events.
Provider will cooperate with UWM or its designated representatives in conducting any such audit, and shall allow UWM
reasonable access, during normal business hours and upon reasonable notice, to all pertinent records, documentation,
computer systems, data, personnel and processing areas as UWM deems necessary to accurately and effectively complete
such audit. UWM will take reasonable steps to ensure that such audit will not materially impact Provider’s business or
operations. Provider shall be entitled to restrict UWM’s access to those items only as they pertain to UWM, and in a manner
that does not infringe upon the rights of Provider’s other UWMs or other third parties.
Provider shall promptly correct any deviations from Security Best Practices that are identified in any security audit.
In addition, the Provider agrees to provide UWM or its authorized agents, access to any records necessary to determine
compliance with this Agreement.
15. ASSIGNMENT LIMITATION.
Neither Party shall assign, transfer or subcontract any portion of this Agreement without the express prior written consent of
the other Party.
This Agreement shall be binding upon and inure to the benefit of the Parties, their successors in interest and assigns. This
includes without limitation either Parties’ acquisition, in whole or in part, by another individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or competent authority.
16. MINIMUM GUARANTEE OF CONTINUED SUPPORT.
In the event of Provider’s inability to offer continued service of the SaaS or support the same due to any reason other than
UWM’s material breach of the Agreement, including because of Provider’s insolvency, bankruptcy, or involvement in an
involuntary proceeding for protection of its creditors; Provider’s material breach of the Agreement; Provider’s failure to continue
development of the SaaS; Provider’s failure to provide UWM with the most recent version of the SaaS; or any other
circumstance whereby Provider can no longer satisfy its obligation to provide the SaaS or maintenance services to UWM
under this Agreement (referred to as “Provider’s Failure to Continue Service”), UWM may exercise any of the following rights:
A.
Agreement to Continue Service to Allow for Migration.
Upon an event that would constitute Provider’s Failure to Continue Service, Provide may agree to provide a minimum
of 24 months service at no additional charge to UWM to allow UWM sufficient time to migrate to another service.
Should Provider agree to this, during the time of these provisioning of services, UWM would be precluded from
exercise of the escrow option.
B.
Grant of License to UWM.
Provider may grant UWM a nonexclusive, fully paid, non-terminable, royalty-free, world-wide license to use, modify,
copy, display, disclose to persons who have entered into a written agreement containing substantially the same
confidentiality provisions as in this Agreement for the purpose of accessing and maintaining the Software for UWM,
and otherwise to utilize the Software and the Source Code and other materials necessary to maintain and improve the
Software for use by UWM as set forth in this Agreement and otherwise treat the Source Code as Object Code.
C.
Escrow Option.
Upon UWM’s prima facie showing of Provider’s Failure to Continue Service, Provider shall place the SaaS's source
code and its documentation with an escrow agent acceptable to both Parties with an escrow agreement which
includes a provision that the escrow agent shall release the Source Code Escrow to UWM, the rest of the agreement
to be mutually agreed upon by the Parties. Provider shall bear all fees for the escrow agent.
Should UWM demonstrate to the escrow agent to a probable cause showing that Provider’s Failure to Continue
Service has occurred, UWM that shall be deemed to automatically have a nonexclusive, fully paid, non-terminable,
royalty-free, world-wide license to use, modify, copy, display, disclose to persons who have entered into a written
agreement containing substantially the same confidentiality provisions as in this Agreement for the purpose of
accessing and maintaining the Software for UWM, and otherwise to utilize the Software and the Source Code and
other materials necessary to maintain and improve the Software for use by UWM as set forth in this Agreement and
otherwise treat the Source Code as Object Code.
Should Provider successfully challenge that Provider’s Failure to Continue Service has occurred, UWM shall return
the escrow material to the escrow agent or Provider as appropriate.
17. INSURANCE.
Provider shall purchase from and maintain with a company or companies with a rating of "A" or better and lawfully authorized
and licensed to do business in the jurisdiction in which UWM is located insurance in at least the following amounts and
coverages:
(i)
Workers’ compensation and/or disability benefits insurance as required by law, including employer’s liability
coverage with a minimum limit of $500,000 each accident, $500,000 disease-each employee and $500,000 diseasepolicy limit;
(ii)
General liability insurance with a minimum limit of $1,000,000 each occurrence and $2,000,000 annual aggregate
bodily injury and property damage and $5,000 medical payments, which insurance shall be written on a
comprehensive form and include coverage for (a) premises and operations, including coverage for independent
contractors liability; (b) products and completed operations; (c) personal injury liability with employment exclusion
deleted; (d) broad form property damage liability and (e) contractual liability to cover liability assumed under this
Agreement; and
(iii)
Commercial umbrella/excess liability insurance with a minimum limit of $2,000,000 each occurrence and annual
aggregate. All such insurance shall cover the acts and omissions of Provider and its employees, agents or
subcontractors performing services hereunder, and these insurance requirements shall not be construed as limiting
in any way the extent to which Provider may be held liable for payment for damages to persons or property resulting
from its activities under this Agreement or the activities of any of its employees or other persons for which Provider
is otherwise responsible.
Coverage under such policies shall be primary without any right of contribution and, with the exception of Worker’s
Compensation and Errors & Omissions coverage, UWM and its employees, directors and officers thereof shall be included as
additional insureds. Such insurance policies shall be maintained in full force and effect without interruption during the Term,
and shall provide that UWM shall be given prior written notice of any cancellation or adverse material change in such policies
and that any such cancellation or adverse material change shall not be effective as to UWM for at least 30 days after receipt of
such written notice. Upon written request by UWM from time to time, Provider will promptly provide UWM with evidence of
such insurance coverage.
18. FORCE MAJEURE.
Neither Party shall be responsible for failure to fulfill its obligations due to causes beyond its reasonable control, including
without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation
delays, fires, floods, labor disturbances, riots, wars, terrorist acts or any other causes, directly or indirectly beyond the
reasonable control of the nonperforming party, so long as such party is using its best efforts to remedy such failure or delays.
19. ENTIRE AGREEMENT; AMENDMENT.
This Agreement and all Exhibits or documents incorporated by reference, RFB G14001-O and Provider’s Response to RFB
G14001-O constitute the entire agreement between the Parties with respect to the subject matter and supersede any prior or
contemporaneous agreement or understanding, whether written or oral, if any, between the Parties with respect to such
subject matter.
The Parties specifically agree that any language or provisions contained on either Party’s website or product schedule, or
contained in any shrinkwrap or "clickwrap" agreement, shall be of no force and effect and shall not in any way supersede,
modify or amend this Agreement. This Agreement is the result of both Parties’ review, discussion and negotiation; therefore,
any uncertainties or ambiguities will not be interpreted against a Party by virtue of its actual role in preparing this Agreement.
This Agreement may be amended or modified only by a further written agreement signed by all of the Parties hereto.
Either Party shall have the right to change the person receiving notice or the address for notices by giving not less than 5
days’ prior written notice to the other Party in the manner set forth above.
20. CHOICE OF LAW & FORUM.
The state courts of Wisconsin shall be the sole forum for all disputes arising of this contract. The validity, construction,
enforcement and effect of this Agreement shall be governed solely by the laws of the State of Wisconsin, including its conflicts
of law principles.
21. SEVERABILITY CLAUSE.
A declaration by any court, or any other binding legal source, that any provision this Agreement is illegal and void shall not
affect the legality and enforceability of any other provision of the Agreement, unless the provisions are mutually dependent.
22. W AIVER.
No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against
whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter
described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other
time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
23. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement is intended or shall be construed to create or establish any agency, partnership or joint venture
relationship between the Parties. The Parties expressly disclaim such relationship, agree that they are acting solely as
independent contractors hereunder and agree that the Parties have no fiduciary duty to one another or any other special or
implied duties that are not expressly stated herein. Provider has no authority to act as agent for, or to incur any obligations on
behalf of or in the name of, UWM or its Affiliates.
Provider has the sole obligation to provide for and pay any contribution or taxes required by federal, state or local authorities
imposed on or measured by income. Provider specifically covenant not to file any complaint, charge, or claim with any local,
state or federal agency or court in which Provider claims to be or to have been an employee of the State (or UWM) during the
period of time covered by this Contract and that if any such agency or court assumes jurisdiction of any complaint, charge or
claim against the State on Provider’s behalf, Provider will request such agency or court to dismiss such matter. UWM shall not
be charged any obligation or responsibility whatsoever of extending any fringe benefits which may be extended to UWM’s
MPS employees, including any insurance, or pension plans.
24. PERSONNEL CONDUCT
Provider shall be solely responsible for the conduct of its employees and subcontractors working on-site at UWM under the
terms of this Agreement and shall ensure that such employees and subcontractors comply with UWM's site safety, security,
information security and personnel conduct rules and procedures, including drug screening, as well as applicable federal, sta te
and local laws. UWM reserves the right to require the immediate removal from UWM’s premises of any employee,
subcontractor or agent of Provider who UWM believes has failed to so comply, or whose conduct or behavior is unacceptable
or unprofessional or results in a security or safety breach.
25. COMPLIANCE WITH LAW .
Each Party agrees to comply with all federal, state and local laws and regulations applicable to this Agreement. Each Party
represents and warrants that it is qualified to do business in the geographies in which it will perform its obligation under this
Agreement and will obtain all necessary licenses and permits, and satisfy any other legal, regulatory and administrative
requirements, necessary to its performance hereunder.
26. ELECTRONIC SELF-HELP.
Notwithstanding any rights granted under this Agreement or at law, Provider hereby waives under any and all circumstances
any right it may have or may hereafter have to exercise Electronic Self-Help. “Electronic Self-Help” means any use of
electronic means to exercise Provider’s termination rights upon breach or cancellation, termination or expiration of this
Agreement. Provider agrees that UWM may pursue all remedies provided under law in the event of a breach or threatened
breach of this paragraph (n), including injunctive or other equitable relief.
27. HEADINGS.
The headings appearing in this Agreement are inserted for convenience only, and shall not be used to define, limit, or enlarge
the scope of this Agreement or any of the obligations herein.
28. ORDER OF PRECEDENCE.
In the event of a conflict of terms in this Agreement, the following is the order of precedence in interpretation: (a) these terms
and conditions and (b) any Attachments or Exhibits ; (c) the bid or RFB resulting in this Agreement; and (d) Provider’s
Response to the bid or RFB resulting in this Agreement.
EXHIBIT A
Service Level Agreement
Service Availability. SaaS must be generally available as set forth in herein in section 6.M.4.
Service levels:
a. SaaS must be available 99.999% during Standard Hours of Operation.
b. For purposes of this SLA, the uptime guarantee includes only the services provided by Provider under this Agreement.
c. In the event of a failure to meet the SLA, the duration of such period will be considered downtime and UWM will accrue
Service Credits based on the following metrics:
Service Credits:
a. The Service Credit percentage will apply to the monthly fee in which the downtime occurred and will not exceed the
monthly fee. Provider will issue UWM a credit (or check if credit occurs in the final service month), which will be applied to
the invoice in the month following the applicable event.
b. Service Credits are to be provided within 30 days of the downtime.
Monthly Cumulative
Downtime (listed in
minutes)
Service Credits
(% of monthly
fee)
1 to 30
31 to 60
61 – 120
121 – 240
241 – 300
301 - 360
Greater than 360
c.
d.
e.
f.
5%
10%
15%
20%
30%
55%
100%
Service credits are accumulated monthly with Monthly Cumulative Downtime being reset at the beginning of each
calendar month.
Provider monitoring/ticketing systems shall be the information source of record for the accumulation of Monthly
Cumulative Downtime as may be verified by UWM at its option.
Recovery Time Objective: within 2 hours from start of downtime
Recovery Point Objective: not more than 15 minutes from start of downtime
Priority Ratings of Problems. Reports on problems in the Software will be classified into the following problem categories
and reported to Provider by UWM:

SEVERITY 1 – the problem terminates the operation of the SaaS and any workstations comprised therein, or the
problem corrupts any database used in conjunction with SaaS or a major function of normal operation and use of the
SaaS has become unusable and there is no workaround available.

SEVERITY 2 – a major function in normal operation and use of the SaaS has become unusable and there is an
awkward workaround or any other function has become unworkable and there is no known workaround.

SEVERITY 3 – a minor or major function of the SaaS has become unworkable and there is an effective workaround.
Failure to Meet Target Fix Time. Failure by Provider to correct or provide workarounds allowing reclassification of
Severity 1 and 2 problems with the specified Target Fix Time shall entitle UWM to suspend support payments and extend
the maintenance obligation by one day per each day late of the said Problem correction request made by UWM, without
prejudice to UWM’s other remedies under this Agreement or the law. In the event that Provider and UWM reclassify any
Severity 1 problem to Severity 2 problems within the Target Fix Time, UWM agrees that it shall not thereafter invoke this
clause for as long as Provider continues to use their reasonable endeavors to provide a fix or further workaround thereby
enabling further reclassification.
Updates, Enhancements and New Versions. Provider shall use it best efforts to furnish UWM with any new versions of the
Software that are necessitated by changes to other software in use by UWM. Provider agrees that such new versions will
be available to UWM for evaluation and acceptance after a reasonable period of time following the introduction of the
changes to the other software. Such reasonable period shall take into account the extent of the changes in the new
software environment.
Problem Management Key Performance Indicators. PQR is a problem, question, request from UWM to the Provider
service center. Call ticket priority levels are noted in the table below:
Service Level Table
Key Performance Indicator
During Standard Support Hours
PQR
Priority 1 PQR acknowledgement
Priority 1 PQR resolution or
workaround
Priority 1 PQR Root Cause
Analysis
Priority 2 PQR Acknowledgement
Priority 2 PQR Resolution or
workaround
Priority 2 PQR Root Cause
Analysis
Priority 3 PQR Acknowledgement
Priority 3 PQR Resolution or
workaround
Recovery Time Objective
Recovery Point Objective
Priority 1 PQR acknowledgement
Priority 1 PQR resolution or
workaround
Priority 1 PQR Root Cause
Analysis
Priority 2 PQR Acknowledgement
Priority 2 PQR Resolution
Priority 2 PQR Root Cause
Analysis
Priority 3 PQR 24x7
Acknowledgement
Priority 3 PQR Resolution
Recovery Time Objective
Recovery Point Objective
Service Reports
Resolution Time
Within 15 minutes from receipt of a call from UWM
Resolve within 2 clock hours from receipt of PQR call
Root cause analysis (RCA) provided within 5 Business Days after Level C
PQR Resolution
within 30 minutes
Resolve within 6 clock hours
Root cause analysis provided within 5 Business Days after Category 1 PQR
Resolution
Within one hour
Resolve within 1 business day
Within two (2) hours from start of downtime
Fifteen (15) minutes from start of downtime
Within 15 minutes from receipt of Licensee call
Resolve within 2 clock hours from receipt of PQR call
Root cause analysis provided within 5 business days after level C PQR
resolution
within 30 minutes
Resolve within 6 clock hours
Root cause analysis provided within 5 business days after Category 1 PQR
Resolution
Within 8 clock hours
Resolve within 1 business day
Within two (2) hours from start of downtime or system not unavailable
No more than fifteen (15) minutes from start of downtime or system not
available
Service Reports will be delivered to UWM by the 10th Business Day of each
quarter +/- 2 Business Days; electronic delivery to the appropriate person(s
shall be considered an acceptable delivery vehicle
Provider shall provide a quarterly status in its written report to UWM for the KPIs. Failure of Provider to substantially meet the KPIs
for problem resolution may entitle UWM to exercise rights of termination pursuant to the termination provisions in the Agreement.
In lieu of termination, UWM may impose liquidated damages of $25.00 for each month each KPI is not met. The Provider shall
meet with UWM’s project manager in any event that KPIs are not met and provide a plan to meet the KPIs for the future.
EXHIBIT B
Provider’s Disaster Recovery Plan
[Insert here Provider’s disaster recovery plan].
EXHIBIT C
Privacy & IT Security
In the event Provider is not operating in accordance with ISO 27001 and 27002, Provider shall operate in accordance with the
provisions of this Exhibit C, Privacy and IT Security.
UWM reserves the right to modify the obligations set forth herein or add new obligations, and any such modified or new security
requirement, specification or event reporting procedures shall become effective 30 days after written notice thereof from UWM.
Definitions. The terms set forth in this Section 1 will have the meanings provided herein.
“Security Policies” means statements of direction for securing company information pertaining to Security Best Practices and
mandating compliance with applicable laws and regulations. Typically, Security Policies are high level instructions to
management on how the organization is to be run with respect to Security Best Practices.
“Security Procedures” means statements of the step-by-step actions taken to achieve and maintain compliance with Security
Best Practices.
“Security Technical Controls” means any specific hardware, software or administrative mechanisms necessary to enforce
Security Best Practices in accordance with the terms of this Agreement as methods for addressing security risks to information
technology systems and relevant physical locations, or implementing related policies. Security Technical Controls specify
technologies, methodologies, implementation procedures, and other detailed factors or other processes to be used to
implement Security Policy elements relevant to specific groups, individuals, or technologies.
Information Security Policy. Provider specifically represents and warrants that it has established and during the Term it will at all
times enforce:
(a) an ongoing program of Security Policies, Security Procedures, and Security Technical Controls;
(b) a security incident management program;
(c) a security awareness program;
(d) business continuity and recovery plans, including regular testing;
(e) rigorous change control procedures; and
(f)
procedures to conduct periodic independent security risk evaluations to identify critical information assets, assess threats
to such assets, determine potential vulnerabilities, and provide for timely remediation.
Physical Access. Provider specifically represents and warrants that it has established and during the Term it will at all times
enforce:
(a) physical protection mechanisms for all information assets and information technology to ensure such assets and
technology are stored and protected in appropriate data centers;
(b) appropriate facility entry controls are in place to limit physical access to systems that store or process data;
(c) processes to ensure access to facilities is monitored is and restricted on a “need to know” basis; and
(d) controls to physically secure all Confidential Information and to properly destroy such information when it is no longer
needed;
Logical Access. Provider specifically represents and warrants that it has established and during the Term it will at all times
enforce:
(a) appropriate mechanisms for user authentication and authorization in accordance with a “need to know” policy;
(b) controls to enforce rigorous access restrictions for remote users, contractors and service providers;
(c) timely and accurate administration of user account and authentication management;
(d) processes to ensure assignment of unique IDs to each person with computer access;
(e) processes to ensure Provider-supplied defaults for passwords and security parameters are changed and appropriately
managed ongoing;
(f)
mechanisms to track all access to Confidential Information by unique ID;
(g) mechanisms to encrypt or hash all passwords; and
(h) processes to immediately revoke accesses of inactive accounts or terminated/transferred users.
Security Architecture and Design. Provider specifically represents and warrants that it has established and during the Term it
will at all times maintain:
(a) a security architecture that reasonably assures delivery of Security Best Practices;
(b) documented and enforced technology configuration standards;
(c) processes to encrypt Confidential Information in transmission and storage;
(d) processes to ensure regular testing of security systems and processes;
(e) a system of effective firewall(s) and intrusion detection technologies necessary to protect Confidential Information; and
(f)
database and application layer design processes that ensure web site applications are designed to protect the information
data that is collect, processed, and transmitted through such systems.
System and Network Management. Provider specifically represents and warrants that it has established and during the Term it
will at all times maintain:
(a) mechanisms to keep security patches current;
(b) processes to monitory, analyze, and respond to security alerts;
(c) appropriate network security design elements that provide for segregation of data;
(d) use and regular update anti-virus software; and
(e) processes to regularly verify the integrity of installed software.
Representations and Warranties. Provider represents and warrants that it provides the following:
(a) access controls on its UWMs’ information systems, including controls to authenticate and permit access only to authorized
individuals and controls to prevent employees from providing UWM information to unauthorized individuals who may seek
to obtain this information through fraudulent means;
(b) access restrictions at physical locations containing UWM Data, such as buildings, computer facilities, and records storage
facilities to permit access only to authorized individuals;
(c) encryption of electronic UWM information, including while in transit or in storage on networks or systems to which
unauthorized individuals may have access;
(d) procedures designed to ensure that UWM information system modifications are consistent with their UWM’s information
security program if and as provided by such UWM;
(e) dual control procedures, segregation of duties, and employee background checks for employees with responsibilities for or
access to UWM information;
(f) monitoring systems and procedures to detect actual and attempted attacks on or intrusions into UWM information systems;
(g) response programs that specify actions to be taken when Provider or a UWM suspects or detects that unauthorized
individuals have gained access to UWM information systems, including appropriate reports to regulatory and law
enforcement agencies; and
(h) measures to protect against destruction, loss, or damage of UWM information due to potential environmental hazards,
such as fire and water damage or technological failures.
SPECIAL CONDITIONS
SPECIFICATIONS: The itemized specifications listed are the minimum acceptable specifications for the system
desired.
System shall be the latest version in current production as offered to commercial trade, and shall be of highest
quality design.
All items not specifically mentioned which are necessary for the system to be complete and ready for full
implementation shall be furnished by the successful bidder. All items shall conform in quality to the accepted
standards of the industry.
PRODUCT INFORMATION: With reference to the enclosed specifications, please be advised that the following
product(s) are known to fulfill these requirements: Comevo @school Online Orientation Premium Package.
Equivalent alternate systems will be considered for award at the option of UWM.
F.O.B.: DESTINATION/INSTALLED: Bid prices shall include all product, instructions/manuals and travel charges. UWM
reserves the right to withhold final payment, or percentage thereof, pending its approval of proper functioning.
TECHNICAL INFORMATION: Submittal of a bid is considered presumptive evidence that a bidder is fully aware of all
conditions of contract and has made allowance for such in the bid price.
BIDDER QUALIFICATION: Bidders shall be fully responsive and responsible in the performance of all activities
required for the successful performance of the system for the duration of UWM use of the system.
METHOD OF BID: The bidder shall clearly indicate the system being bid. If an equivalent is bid include the latest
printed literature and detailed specifications of the system, and a technical specification comparison regarding any
deviations from the specifications, as applicable. Bidders shall submit pricing as indicated on the Request for Bid
form and the Itemized Specification Bid List.
All applicable terms and conditions, i.e. license agreements, acknowledgements, conditions of sale, etc., must be
submitted with the bid for review and eligibility for inclusion in the contract. Such terms and conditions are subject
to modification by UWM for compliance with State of Wisconsin rules and regulations and UWM’s Standard Terms
and Conditions (DOA 3054 Rev 12/2012).
LIFE CYCLE COST FACTORS: Support and subscription renewal costs will be a factor in awarding this bid as indicated
on the Itemized Specification Bid List.
INSURANCE: The successful supplier is responsible for having insurance coverage per the limits listed in
DOA3054R09/2004 and shall provide a copy of the insurance certificate to UWM, prior to the start of the contract,
upon request of UWM.
GUARANTEED DELIVERY: Failure of the supplier to adhere to schedules as developed or to promptly address
required system corrections and modifications shall render the Supplier liable for the unanticipated costs. To
liquidate the effect of such damages the supplier agrees that such damages may be deducted from invoices payable
to the supplier at the option of UWM. Any amount outstanding over and above the amounts deductible from
invoices will be promptly tendered by check by the supplier to UWM upon written declaration of damage liquidation
by UWM.
FIRM PRICES: Pricing shall be firm for the initial five year period. Support/enhancement prices shall remain firm for
the life of the contract except that price decreases shall be acceptable.
TRAVEL CHARGES: All travel charges shall be included in prices provided.
CLICK THROUGH ACCESS: This agreement supercedes all Terms and conditions and end user license agreements
which a UWM user must click through to access the software.
WORK CENTER: Any bidder claiming Work Center preference under Wis. Stats. 16.752 must submit a letter with the
bid that documents the firm's work center status and requests preference per Wisconsin Statutes. UWM reserves
the right to verify a firm's work center status.
VENDORNET REGISTRATION: Only vendors registered with State of Wisconsin’s VendorNet will receive future official
notice for this service/commodity. State of Wisconsin’s purchasing information and vendor notification service is
available to all businesses and organizations that want to sell to the State. Anyone may access VendorNet on the
Internet at http://vendornet.state.wi.us to get information on state purchasing practices and policies, goods and
services that the State buys, and tips on selling to the State. Vendors may use the same Web site address for
inclusion on the bidders list for goods and services that the organization wants to sell to the State. A subscription
with notification guarantees the organization will receive an e-mail message each time a state agency, including any
campus of the University of Wisconsin System, posts a request for bid or a request for proposal in their designated
commodity/service area(s) with an estimated value over $50,000. Organizations without Internet access receive
paper copies in the mail. Increasingly, state agencies also are using VendorNet to post simplified bids valued at
$50,000 or less. Vendors also may receive e-mail notices of these simplified bid opportunities.
speccond.doc (rev 3/7/12)
Standard Terms And Conditions (Request For Bids / Proposals)
Wisconsin Department of Administration Chs. 16, 19, 51 Wis. Stats. DOA-3054 (R09/2004, with UW Milwaukee Revisions dated 9/27/05)
1.0
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. UWM 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.
2.0
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.
3.0
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.
4.0
QUANTITIES: The quantities shown on this request are based on estimated needs. UWM reserves the right to increase or
decrease quantities to meet actual needs.
5.0
DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.
6.0
PRICING AND DISCOUNT: UWM qualifies for governmental discounts and its educational institutions also qualify for educational
discounts. Unit prices shall reflect these discounts.
6.1
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.
6.2
Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices
shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be
submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and
shall be limited to fully documented cost increases to the contractor which are demonstrated to be industrywide. The
conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or
agreements.
6.3
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).
7.0
UNFAIR SALES ACT: Prices quoted to UWM are not governed by the Unfair Sales Act.
8.0
ACCEPTANCE-REJECTION: UWM reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any
bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of UWM.
Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the
bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail
system does not constitute receipt of a bid/proposal by the purchasing office.
9.0
METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.
10.0
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.
11.0
PAYMENT TERMS AND INVOICING: UWM 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.
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.
12.0
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.
13.0
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.
14.0
ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this
request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall
apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no
other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed
to in writing by the contracting authority.
15.0
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.
16.0
ANTITRUST ASSIGNMENT: The contractor and UWM recognize that in actual economic practice, overcharges resulting from
antitrust violations are in fact usually borne by UWM (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.
17.0
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.
18.0
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.
19.0
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.
19.1
Contracts estimated to be over twenty-five thousand dollars ($25,000) 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 twenty-five
(25) 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.
19.2
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.
19.3
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.
20.0
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.
21.0
SAFETY REQUIREMENTS: 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.
22.0
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.
23.0
INSURANCE RESPONSIBILITY: The contractor performing services for UWM shall provide UWM a Certificate of Insurance with
the required coverage and limits of insurance issued by an insurance company that has an AM Best Rating of A-, is licensed to do
business in the State of Wisconsin, and signed by an authorized agent. The contractor shall:
23.1
Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.
23.2
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, nonowned 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.
23.3
UWM reserves the right to require higher or lower limits where warranted.
23.4
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 liability policy.
23.5
All policies of insurance shall contain a covenant requiring sixty (60) days written notice by the insurer and sent to UWM Risk
Manager, before cancellation, reduction or other modifications of coverage. The insurance certificate shall be for the initial
contract period and shall be renewed by the contractor for each subsequent renewal period of the contract.
23.6
In the event of non-renewal, cancellation, or expiration, the contractor shall provide UWM evidence of the new source(s) of
required insurance within twenty-one (21) calendar days after UWM's receipt of the sixty (60) day notice. Failure to maintain
the required insurance in force may be cause for contract termination.
23.7
In the event that the contractor fails to maintain and keep in force the insurance herein required, UWM shall have the right to
cancel and terminate the contract without notice.
24.0
CANCELLATION: UWM 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.
25.0
VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by UWM.
26.0
PUBLIC RECORDS ACCESS: It is the intention of UWM 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.
27.0
28.0
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.
27.1
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 UWM.
27.2
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.
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.
29.0
RECYCLED MATERIALS: UWM 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.
30.0
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).
31.0
PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the Unversity of Wisconsin—Milwaukee or 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 Unversity of Wisconsin-
Milwaukee. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the
contracting agency.
32.0
HOLD HARMLESS: The contractor will indemnify and save harmless 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.
33.0
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 shall contact the Department of Financial Institutions, Division of
Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.
34.0
WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow State of Wisconsin
agencies, including the University of Wisconsin System, to satisfy the State of Wisconsin’s obligation to purchase goods and
services produced by work centers certified under Wisconsin 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.
35.0
RELEASE OF INFORMATION:
Contractor shall not report or release information concerning UWM or its students,
employees or customers to third parties without UWM's prior written approval. Any such report or release of information shall, at a
minimum, comply with those requirements enumerated in the Gramm-Leach-Bliley Act, 15 USC 6801 et seq., UWM's standards for
safeguarding such information, and all other applicable laws regarding consumer privacy.
36.0
REPORT OF CHILD ABUSE OR NEGLECT: If, in the course of providing services to UWM, contractor (or its agent or employee) observes
an incident or threat of child abuse or neglect, or learns of an incident or threat of child abuse or neglect, and the contractor (or its agent or
employee) has reasonable cause to believe that child abuse or neglect has occurred or will occur, contractor must make a report of that
abuse or neglect to law enforcement or to a county social service agency as provided in UWM’s Child Abuse and Neglect Policy. If the
suspected child abuse or neglect involves UWM (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.
STATE OF WISCONSIN
Bid / Proposal #
DOA-3477 (R05/98)
Commodity / Service
VENDOR INFORMATION
1.
BIDDING / PROPOSING COMPANY NAME
FEIN
Phone
(
)
Toll Free Phone
FAX
(
)
E-Mail Address
(
)
Address
City
2.
State
Zip + 4
Name the person to contact for questions concerning this bid / proposal.
Name
Title
Phone
(
)
Toll Free Phone
FAX
(
)
E-Mail Address
(
)
Address
City
3.
State
Zip + 4
Any vendor awarded over $25,000 on this contract must submit affirmative action information to the department. Please
name the Personnel / Human Resource and Development or other person responsible for affirmative action in the
company to contact about this plan.
Name
Title
Phone
(
)
Toll Free Phone
FAX
(
)
E-Mail Address
(
)
Address
City
4.
State
Zip + 4
Mailing address to which state purchase orders are mailed and person the department may contact concerning orders
and billings.
Name
Title
Phone
(
)
Toll Free Phone
FAX
(
)
E-Mail Address
(
Address
City
5.
CEO / President Name
State
Zip + 4
)
STATE OF WISCONSIN
Bid/Proposal #
DOA-3478 (R12/96)
VENDOR REFERENCE
FOR VENDOR:
Provide company name, address, contact person, telephone number, fax number, e-mail address and appropriate
information on the product(s) and/or service(s) used for four (4) or more installations with requirements similar to
those included in this solicitation document. If vendor is proposing any arrangement involving a third party, the
named references shall also be involved in a similar arrangement.
Company Name
Address (include Zip + 4)
Contact Person
Phone No.
E-Mail Address
Fax No.
Product(s) and/or Service(s) Used
Company Name
Address (include Zip + 4)
Contact Person
Phone No.
E-Mail Address
Fax No.
Product(s) and/or Service(s) Used
Company Name
Address (include Zip + 4)
Contact Person
Phone No.
E-Mail Address
Fax No.
Product(s) and/or Service(s) Used
Company Name
Address (include Zip + 4)
Contact Person
Phone No.
E-Mail Address
Fax No.
Product(s) and/or Service(s) Used
This document can be made available in accessible formats to qualified individuals with disabilities.
STATE OF WISCONSIN
DOA-3027 N(R01/98)
DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION
The attached material submitted in response to Bid/Proposal #
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:
1. The information derives independent economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use.
2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
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 UWM HARMLESS FOR ANY COSTS
OR DAMAGES ARISING OUT OF UWM'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. UWM considers other markings of confidential in the bid/proposal document
to be insufficient. The undersigned agrees to hold UWM harmless for any damages arising out of the release of any materials
unless they are specifically identified above.
Company Name
___________________________________________
Authorized Representative
___________________________________________
Signature
Authorized Representative
___________________________________________
Type or Print
Date
___________________________________________
This document can be made available in accessible formats to qualified individuals with disabilities.
Division of State Agency Services
State Bureau of Procurement
State of Wisconsin
Department of Administration
DOA-3333 (R03/2004)
Vendor Agreement
Wisconsin’s Cooperative Purchasing Service
Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state
contracts. Participating in the service gives vendors opportunities for additional sales without additional bidding.
Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town,
school district, board of school directors, sewer district, drainage district, vocational, technical and adult education
district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally
recognized Indian tribes and bands in this state may participate in cooperative purchasing with UWM or any
municipality under ss. 66.0301(1) and (2), Wis.Stats. This contract may be used by other UW System campuses.
Interested municipalities:
 will contact the contractor directly to place orders referencing UWM agency contract number; and
 are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making
payment directly to the contractor.
State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for
delivery or payment of any of these purchases.
State of Wisconsin will determine the contractor’s participation by checking a box below.
MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to
Wisconsin municipalities. Vendors shall note any special conditions below.
OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this
bid/proposal to Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on
awarding this contract.
A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond
normal delivery areas, or other minimal changes for municipalities.
Vendor: please check one of the following boxes in response.
I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any
special conditions noted below.
I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.
Special Conditions (if applicable):
Signature
Date (mm/dd/ccyy)
Name (Type or Print)
Title
Company
Telephone
Address (Street)
Commodity/Service
City
(
)
State
ZIP + 4
Request for Bid/Proposal Number