University of Wisconsin Stout by liaoqinmei

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									                      UNIVERSITY OF
                       WISCONSIN
                          STOUT



                                A

                REQUEST FOR PROPOSAL (RFP)

                               FOR

            NOTEBOOK COMPUTER PROGRAM

                        ISSUED BY
              UNIVERSITY OF WISCONSIN-STOUT


            REQUEST FOR PROPOSAL NUMBER: 81749-MK




  MANDATORY VENDOR CONFERENCE: 10:00 a.m. (CDT), JUNE 25, 2008


         PROPOSAL DUE DATE: 2:00 p.m. (CDT), July 15, 2008




                THERE WILL BE NO PUBLIC OPENING


SUBMIT PROPOSALS IN ACCORDANCE WITH SECTION A., 3.1 THROUGH 3.12
                         OF THIS RFP


        UNSIGNED and/or LATE PROPOSALS WILL BE REJECTED
University of Wisconsin-Stout                                                 06/03/08
Menomonie, WI 54751
RFP#81749-MK

                                      SECTION A
                           PROPOSAL RESPONSE REQUIREMENTS

1.0     GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . .             .    5
        1.1  PURPOSES AND SCOPE . . . . . . . . . . . . . . . . . . .                .   5
        1.2  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .            .    6
        1.3  SELECTION PROCESS . . . . . . . . . . . . . . . . . . .                .    7
        1.4  SELECTION TIMETABLE . . . . . . . . . .. . . . . . . . . .            .     7
        1.5  PROCURING AND CONTRACTING AGENCY . . . . . . . . . . .                .     8
        1.6  CLARIFICATION AND/OR REVISIONS TO THE SPECIFICATIONS AND
             REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . .              .     8
        1.7  REASONABLE ACCOMMODATIONS . . . . . . . . . . . . . .                  .    8
        1.8  MANDATORY VENDOR CONFERENCE . . . . . . . . . . . . .                  .    9
        1.9  CONTRACT TERM . . . . . . . . . . . . . . . . . . . . .               .     9
        1.10 VENDORNET REGISTRATION . . . . . . . . . . . . . . . .                 .    9

2.0     PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 9
        2.1  PROPOSER SHALL PROVIDE . . . . . . . . . . . . . . . . . .                  9

3.0     PREPARING AND SUBMITTING A PROPOSAL . . . . . . . . . .     .    .    .    .     10
        3.1  PROPOSED CONTRACT FOR NOTEBOOK PROJECTS . . .           .    .    .    .    10
        3.2  PROPRIETARY INFORMATION . . . . . . . . . . . . .      .    .    .    .     10
        3.3  INSPECTION OF PREMISES . . . . . . . . . . . . . .      .    .    .    .    10
        3.4  PROPOSAL RESPONSE SUBMISSION REQUIREMENT . . .         .    .    .    .     10
        3.5  PROPOSAL ORGANIZATION AND FORMAT . . . . . . . .       .    .    .    .     11
        3.6  CERTIFICATION OF INDEPENDENT OFFER DETERMINATION       .    .    .    .     12
        3.7  PROPOSAL SIGNATORY AUTHORITY . . . . . . . . . .        .    .    .    .    12
        3.8  CONFLICT OF INTEREST . . . . . . . . . . . . . . .      .    .    .    .    12
        3.9  PROPOSAL COSTS . . . . . . . . . . . . . . . . . .     .    .    .    .     12
        3.10 MULTIPLE PROPOSALS . . . . . . . . . . . . . . . .      .    .    .    .    12
        3.11 WITHDRAWAL OF PROPOSALS . . . . . . . . . . . . .       .    .    .    .    13
        3.12 QUANTITIES . . . . . . . . . . . . . . . . . . . . .    .    .    .    .    13

4.0     PROPOSAL ACCEPTANCES, EVALUATION AND AWARD . . . . . . . . .                     13
        4.1  PRELIMINARY EVALUATION . . . . . . . . . . . . . . . . . .                  13
        4.2  RIGHT TO REJECT PROPOSALS AND NEGOTIATE CONTRACT TERMS.                     13
        4.3  PROPOSAL SCORING . . . . . . . . . . . . . . . . . . . . .                  13
        4.4  EVALUATION CRITERIA . . . . . . . . . . . . . . . . . . . .                 14
        4.5  ORAL PRESENTATIONS, INTERVIEWS AND SITE VISITS. . . . . . .                 14
        4.6  PRODUCT DEMONSTRATIONS . . . . . . . . . . . . . . . . .                    15
        4.7  AWARD, BEST AND FINAL OFFERS . . . . . . . . . . . . . . .                  15
        4.8  NOTIFICATION OF INTENT TO AWARD . . . . . . . . . . . . . .                 16
        4.9  APPEALS PROCESS . . . . . . . . . . . . . . . . . . . . .                   16
        4.10 EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT . . .                      16

5.0     MANDATORY GENERAL REQUIREMENTS . . . . . . . . . . . . . . .                     16
        5.1  NAME AND ADDRESS OF OPERATING FIRM . . . . . . . . . . .                    16
        5.2  PROVIDE REFERENCES . . . . . . . . . . . . . . . . . . . .                  17
        5.3  PROVIDE HISTORICAL BACKGROUND . . . . . . . . . . . . . .                   17
        5.4  LIST ANY CLAIMS OR LAWSUITS AGAINST PROPOSER. . . . . . .                   17
        5.5  LIST CREDIT LINES. . . . . . . . . . . . . . . . . . . . . .                17
        5.6  BIDDER INFORMATION. . . . . . . . . . . . . . . . . . . . .                 17
        5.7  PROPOSER’S WILLINGNESS TO MEET USA PATRIOT ACT COOPERATION
             AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .                   17


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University of Wisconsin-Stout                                              06/03/08
Menomonie, WI 54751
RFP#81749-MK


                                          SECTION B
                                        SPECIFICATIONS

1.0     PROGRAM OVERVIEW . .     . . . . . . . . . . . . . . . . . . . .     .        18

2.0     QUALIFICATIONS AND REFERENCES . . . . . . . . . . . . . . . .       .       19

3.0     LEASE REQUIREMENTS-NOTEBOOK COMPUTERS . . . . . . . . . . . .               19

4.0     QUANTITIES . . . .. . . . . . . . . . . . . . . . . . . . . . . . .         20

5.0     DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          20

6.0     MINIMUM HARDWARE REQUIREMENTS . . . . . . . . . . . . . . . .                 21

7.0     SAMPLE NOTEBOOKS. . . . .     . . . . . . . . . . . . . . . . . . .           21

8.0     SPARE NOTEBOOKS . . . . .     . . . . . . . . . . . . . . . . . . .           22

9.0     BACKPACKS . . . . . . . . . . . . . . . . . . . . . . . . . . .         .     22

10.0    STAGING OF NOTEBOOKS/ACCESSORIES REQUIREMENTS . . . . . . . .               22

11.0    ASSET MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . .            22

12.0    FALL DEPLOYMENT EVENT REQUIREMENTS . . . . . . . . . . . . . .                23

13.0    FALL REFRESH EVENT REQUIREMENTS . . . . . . . . . . . . . . . .             23

14.0    END OF LEASE PROCESSING REQUIREMENTS . . . . . . . . . . . . .                23

15.0    REPAIR SERVICE PROGRAM . . . . . . . . . . . . . . . . . . . . .            24

16.0    WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .             24

17.0    DAMAGE PROTECTION/ACCIDENTAL DAMAGE . . . . . . . . . . . . .                 24

18.0    TRANSITION REQUIREMENTS. . . . . . . . . . . . . . . . . . . . .            24

19.0    FACULTY AND STAFF SUPPORT FOR PROFESSIONAL DEVELOPMENT . . .                24

20.0    STUDENT SCHOLARSHIPS . . . . . . . . . . . . . . . . . . . . . .            25

21.0    CONTRACT PRICING. . . . . . . . . . . . . . . . . . . . . . . . .           25

22.0    ESTIMATED ACCEPTANCE AND SETTLEMENT DATE . . . . . . . . . . .                25

23.0    COST PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . .             26




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University of Wisconsin-Stout                                             06/03/08
Menomonie, WI 54751
RFP#81749-MK

                                        SECTION C
                         PROPOSED CONTRACT FOR BANKING PARTNERSHIP

    I.       PARTIES TO THE CONTRACT . . . . . . . . . . . . . . . . .    .    .    27
    II.      APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . .   .    .    27
    III.     TERM OF CONTRACT . . . . . . . . . . . . . . . . . . . . .    .    .   27
    IV.      EXCUSED PERFORMANCE. . . . . . . . . . . . . . . . . . .      .    .   27
    V.       DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . .    .    .   27
    VI.      PRIME CONTRACTOR AND MINORITY BUSINESS SUBCONTRACTORS         .    .   27
    VII.     INCORPORATION OF DOCUMENTS . . . . . . . . . . . . . .       .    .    28
    VIII.    NEWS RELEASES . . . . . . . . . . . . . . . . . . . . . .    .    .    28
    IX.      INSURANCE REQUIREMENTS . . . . . . . . . . . . . . . . .      .    .   29
    X.       PERFORMANCE BOND OR IRREVOCABLE LETTER OF CREDIT . . .       .    .    30
    XI.      PROMOTIONAL MATERIALS . . . . . . . . . . . . . . . . . .    .    .    30
    XII.     HOLD HARMLESS . . . . . . . . . . . . . . . . . . . . . .    .    .    30
    XIII.    NONDISCRIMINATION AND AFFIRMATIVE ACTION. . . . . . . . .    .    .    31
    XIV.     SAFETY REQUIREMENTS . . . . . . . . . . . . . . . . . . .    .    .    31
    XV.      GENERAL CONDITIONS . . . . . . . . . . . . . . . . . . . .   .    .    31
    XVI.     CONTRACT CANCELLATION . . . . . . . . . . . . . . . . . .    .    .    32
    XVII.    CONTRACT ADMINISTRATION . . . . . . . . . . . . . . . . .    .    .    33
    XVIII.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . .    .    .    34
    XIX.     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . .     .    .    34
    XX.      STANDARD TERMS AND CONDITIONS . . . . . . . . . . . . .      .    .    34
    XXI.     EXECUTED CONTRACT SIGNATURE PAGE. . . . . . . . . . . .      .    .    35

                                        SECTION D

    ATTACHMENT # 1 – VENDOR INFORMATION . . . . . . . . . . . . .     .   .    .     36
    ATTACHMENT # 2 – VENDOR REFERENCE . . . . . . . . . . . . . .     .   .    .     37
    ATTACHMENT # 3 – CREDIT LINE REFERENCE . . . . . . . . . . . .    .   .    .     38
    ATTACHMENT # 4 – BIDDER INFORMATION . . . . . . . . . . . . . .   .   .    .     39
    ATTACHMENT # 5 – DESIGNATION OF CONFIDENTIAL AND PROPRIETARY
                     INFORMATION . . . . . . . . . . . . . . . . .    . . .          40
    ATTACHMENT # 6 – VENDOR AGREEMENT . . . . . . . . . . . . .       . . .          41

                                        SECTION E

    APPENDIX # 1 - STANDARD TERMS AND CONDITIONS . . . . . . . . . . . .             42
    APPENDIX # 2 – SUPPLEMENTAL STANDARD TERMS AND CONDITIONS FOR
                   PROCUREMENTS FOR SERVICES. . . . . . . . . . . . . .              46




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University of Wisconsin-Stout                                                          06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS


1.0   GENERAL INFORMATION

      The University of Wisconsin-Stout invites vendors to join in creating a unique partnership with the
      University in supporting the digital learning environment by providing mobile hardware, services
      and support for the e-Scholar Program. The University of Wisconsin-Stout is a comprehensive,
      career-focused polytechnic university where students, faculty and staff use applied learning,
      scientific theory and research to solve real-world problems, grow the state economy and serve
      society. UW-Stout, Wisconsin's Polytechnic University was the first university to receive the
      Malcolm Baldrige National Quality Award, recognition for our long history of performance
      excellence in higher education. Involvement and innovation typify a way of life for students
      attending UW-Stout. Since its founding in 1891, students from around the world have been drawn
      to the campus by an outstanding curriculum, a faculty with a record of service to students, and
      excellent facilities.

      UW-Stout is the first UW System institution to offer an Intel/Mac based notebook program to all
      undergraduate students. Over the last seven years UW-Stout has established itself as a nationally
      recognized notebook university providing students with a fully configured and supported
      notebook/notebook computer. We are a dual platform campus. The present campus student
      computer platform distribution is approximately 90% Windows, 10% Macintosh, these percentages
      are presented only to illustrate today’s make-up, actual percentage or number of notebooks
      required in both categories will be determined prior to initial orders on a yearly basis.
      Approximately 3500 notebook model or convertible model (tablet) computers are needed per year
      for the program. Contract will begin fiscally 2009. In order to select the best program options,
      proposers may bid any or all of the identified criteria. Also, pricing should be provided based on a
      27-30 month lease with specified buyout option at the end.

      All University of Wisconsin System Campuses, State of Wisconsin agencies and Wisconsin
      municipalities may desire to purchase from this contract. Bidders are to state on the included
      Wisconsin’s Cooperative Purchasing Service-Vendor Agreement (DOA-333), Section D,
      Attachment #6, whether they agree to provide their products/services to these other locations.

      This contract must not be construed as mandatory upon any University campus, State agency or
      municipality. The University reserves the right to issue a separate bid when deemed in the best
      interest of the University.

1.1   PURPOSE AND SCOPE OF RFP

      This Request for Proposal (RFP) seeks responses from vendors/manufactures to provide notebook
      model or convertible model (tablet) computers and support program. UW-Stout may elect to have
      a contractor provide all support services, partial support services or UW-Stout may partner with
      contractor for supplementary support services. The vendor may provide costs for all listed
      hardware and/or services or selected hardware/services. UW Stout reserves the right to choose
      the best overall configuration/solution from all submitted proposals. Vendors must state if their
      proposed solution include both hardware and service solutions.

      A flexible lease program must allow UW-Stout to vary the required number of notebooks
      ordered/received during a four-week period. This period will be defined as two weeks before the
      beginning of fall semester to two weeks after the start of fall semester. UW-Stout will request
      multiple shipments. A minimum/maximum number of imaged systems required will be provided to
      the vendor four weeks prior to the start of the fall semester. This requirement is mandatory. The
      approximate number of imaged units needed is 3500 per year (please note: 90% Windows, 10%



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University of Wisconsin-Stout                                                           06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      Macintosh). The quantity is estimated for the purposes of the RFP. The lease contract or purchase
      order will identify an exact quantity.

      Vendor will be required to deliver the number of units specified on the contract and will allow return
      of up to an estimated minimum of 5% of undistributed imaged units by October of each contract
      year. Vendor agrees not to include these returned units in the lease agreement or subject
      University to a penalty of any kind.

      The selected vendor must have an excellent and proven reputation for quality equipment and
      services and must be able to deliver a large quantity of systems within a constrained timeframe. In
      order to take advantage of new technologies, the contractor must help to reduce rollout and refresh
      costs and provide continuous support that minimally disrupts the teaching and learning experience
      at UW-Stout.

      The University would greatly benefit from a vendor/partner that can anticipate and support
      professional development and scholarship efforts. The ideal vendor will need to provide support
      resources for faculty and staff development. Points will be given to vendors who offer
      comprehensive technical training programs, financial support for faculty development and financial
      support for student scholarships.

1.2   DEFINITIONS

      As used in this RFP, the following terms, whether used in the singular or plural, shall have the
      following meanings:

      Agency means the University of Wisconsin-System.

      Contract means the written agreement that will be entered into by the University and the successful
      Proposer and will be based on RFP #81749-MK

      Contract Period means consecutive four (4 years beginning on July 1, 2009 with two 1-year
      renewal options ending on June 30, 2013.

      Contractor means proposer awarded the contract.

      End of Lease - Notebooks at the end of current lease period that are returned to vender. End of
      Lease option requires return of like hardware and not serial number based ~ i.e. leased 2000 units
      – return 2000 like units.

      Fiscal Year means a consecutive 12 month period commencing on July 1 and ending on June 30.

      Image - Installable working software configuration consisting of all designated software licensed by
      the University including the operating system.

      Notebook - Portable or mobile computing device including tablets, convertible models, notebooks,
      laptops.

      LAN means Local Area Network

      MAC address means Media Access Control or LAN hardware address

      Proposal means the package on which the Proposers will bid and is more fully described in RFP
      #81749-MK.

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University of Wisconsin-Stout                                                       06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      Proposer means an entity submitting a proposal in response to this RFP in accordance with the
      requirements specified herein.

      Rollout means distribution of notebook computers to student on predetermined dates by University.

      Refresh means the collection of two year old notebook computer models and distribution of
      notebook computers to student on predetermined dates by University.

      RFP means the Request for Proposal requested herein.

      Sample Notebook – Upon award of contract, the vendor must supply five (5) sample notebooks of
      the exact configuration of the model chosen a minimum of 2 months prior to the master image is
      due to the vendor for production. Sample notebooks may become part of Spare Notebook pool.

      Spare Notebook – means vendor upon award of contract provides at no cost, a pool of spare
      notebooks that are university property. Pool of spare notebooks ensures students have a notebook
      during repair. Spare Notebook pool is 5% of total inventory for each model year.

      State means State of Wisconsin.

      Transition period means the overlap of processing and time during which the University completes
      obligations/relationship with previous notebook contract vendor and commences
      obligations/relationship new contract vendor.

      University means the Board of Regents of the University of Wisconsin System on behalf of the
      University of Wisconsin-Stout.

      Vendor – The firm selected by University of Wisconsin-Stout as the successful responder(s)
      responsible to execute the terms of the contract.

1.3   SELECTION PROCESS

      Proposals will be reviewed for completeness and to determine if mandatory requirements are met.
      Failure to meet an essential requirement; required signature/compliance pages, may result in the
      proposal being rejected.

      Accepted proposals will be reviewed by an evaluation committee consisting of UW-Stout faculty,
      staff, students; community member and State Agency representative.

1.4   SELECTION TIMETABLE

      Event                                                            Completion Date

      RFP to Prospective Proposers                                     June 3, 2008
      Written Questions from Proposers                                 June 17, 2008
      Mandatory Vendor Conference                                      June 25, 2008
      Mail notification to Vendor of Supplements or
       Revision to RFP                                                 June 30, 2008
      Proposers Response Due                                           July 15, 2008
      Evaluation of RFP                                                Starts July 21, 2008
      Oral presentations/ Vendor Demonstrations                        Week of August 4, 2008
      Evaluation Complete                                              August 15, 2008
      Negotiations                                                     August 21, 2008

                                                                                                         7
University of Wisconsin-Stout                                                           06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      Best and Final Offers                                                September 3, 2008
      Proposer Notification                                                September 16, 2008
      Transition Period                                                    Oct 1, 2008 to May 30, 2009
      Contract Start Date                                                  July 1, 2009

1.5   PROCURING AND CONTRACTING AGENCY

      The University of Wisconsin-Stout issues this RFP, which is the sole point of contact for the
      University of Wisconsin during the selection process. The person responsible for managing the
      procurement process is Merri King, Senior Purchasing Agent.

      The University of Wisconsin-Stout will administer the contract resulting from this RFP. The contract
      administrator will be Merri King, Senior Purchasing Agent.

1.6   CLARIFICATION AND/OR REVISIONS TO THE SPECIFICATIONS AND REQUIREMENTS

      Any questions concerning this RFP must be submitted in writing on or before June 17, 2008, to:

                                    Merri King, Senior Purchasing Agent
                                       University of Wisconsin-Stout
                                            817 South Broadway
                                      Menomonie, Wisconsin 54751
                                       TELEPHONE: 715/232-2466
                                            FAX: 715/232-1565
                                       EMAIL: kingm@uwstout.edu

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

      In the event that it becomes necessary to provide additional clarifying data or information, or to
      revise any part of the RFP, revisions, amendments, and/or, supplements will be provided to all
      recipients of this initial RFP.

      Each proposal shall stipulate that it is predicated upon the requirements, terms, and conditions of
      this RFP and any supplements or revisions thereof.

      If the proposer fails to notify the University prior to the proposal due date of a known error in the
      RFP, an error that reasonably should have been known to the proposer, and if a contract is
      awarded to that proposer, the proposer shall not be entitled to additional compensation or time by
      reason of the error or its correction.

      Any contact with University employees concerning this RFP is prohibited, except as authorized by
      the RFP manager during the period from date of release of the RFP until the notice of intent to
      contract is released.

1.7   REASONABLE ACCOMMODATIONS

      The University will provide reasonable accommodations, including the provision of informational
      material in an alternative format, for qualified individuals with disabilities upon request. Requests
      for accommodations at the vendor conference or proposal openings should be addressed to Merri
      King at 715/232-2446.

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University of Wisconsin-Stout                                                           06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

1.8   MANDATORY VENDOR CONFERENCE

      A mandatory vendor conference will be held on June 25, 2008, at 10 a.m. at the University of
      Wisconsin-Stout, Millennium Hall, Room 205, to respond to written questions and provide any
      needed additional instruction to vendors on the submission of proposals. All vendors who intend to
      respond to the RFP must attend the vendor conference. If no questions are received as per
      instruction in Section A, Article 1.6, the University reserves to right to cancel the vendor
      conference.

1.9   CONTRACT TERM

      The contract shall be effective on the date indicated on the purchase order or the contract
      execution date and shall run for four years from effective date with two 1-year renewal options
      mutually agreed to by University and Contractor.

1.10 VENDORNET REGISTRATION

      VendorNet: The 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 $25,000. Organizations without
      Internet access receive paper copies in the mail. Increasingly, state agencies also are using
      VendorNet to post simplified bids valued at $25,000 or less. Vendors also may receive e-mail
      notices of these simplified bid opportunities.  

2.0   PROPOSAL

      In order to meet the current needs of the University of Wisconsin-Stout, the proposal presented is
      to consist of providing a Notebook Computer Program for University of Wisconsin-Stout for four
      years from effective date with two 1-year renewal options mutually agreed to by University and
      Contractor.

      The evaluation and selection of a contractor and the contract will be based on the information
      submitted in the vendor’s proposal plus references and any required on-site visits or oral
      interviews/presentations. Failure to respond to each of the requirements in the RFP may be the
      basis for rejecting a response. Elaborate proposals (e.g., expensive artwork), beyond that
      sufficient to present a complete and effective proposal, are not necessary or desired.

2.1   PROPOSER SHALL PROVIDE:

      General criteria on which proposals will be evaluated include but are not limited to the following
      (Please see Section B for specific requirements):

      2.1.1   Ability of the vendor to meet or exceed required specifications

      2.1.2   Ability of the vendor to provide detailed cost for 27-30 month lease program




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University of Wisconsin-Stout                                                           06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      2.1.3 Ability of the vendor to provide total package including support of University self-maintained
            repair/service program

      2.1.4 Quality of product including reliability, performance and ease of use

      2.1.5 Proposed solutions and implementation plan that provide added value to University
            programs

      2.1.6 Ability of the vendor to provide project management

3.0   PREPARING AND SUBMITTING A PROPOSAL

3.1   PROPOSED CONTRACT FOR NOTEBOOK PROJECTS

      The SPECIFICATIONS in section B provide the terms and conditions the University expects to be
      in the contract between all parties of the contract. Any changes to a proposed term or condition a
      Proposer wishes the University to consider must be submitted separately with the proposal clearly
      identifying each change to section and article number. The University may modify any portion of
      this proposed contract prior to final award.

3.2   PROPRIETARY INFORMATION

      As the University is a state agency, any proprietary restrictions on the data contained within a
      proposal submitted must be clearly stated on the Proprietary Form, Section D, Attachment #5.
      Proprietary information submitted will be handled in accordance with applicable State of Wisconsin
      law. It is the Proposer’s responsibility to defend the determination in the event of an appeal or
      litigation. Excessive designation of information as proprietary may result in disqualification of your
      proposal.

3.3   INSPECTION OF PREMISES

      Bidders are encouraged to inspect the project sites prior to submitting the RFP in order to
      determine all needs associated with the contract. Failure to inspect shall in no way relieve the
      contractor from the necessity of furnishing and installing, without additional cost to the University,
      any materials and equipment or performing any labor that may be required to carry out the intent of
      the contract.

3.4   PROPOSAL RESPONSE SUBMISSION REQUIREMENT

      In order to be considered in the evaluation process and to ensure confidentially of this RFP, all
      proposals must be submitted in hard copy packaged, sealed and show the following information on
      the outside of the package: Proposer’s Name, Title and Address, RFP #81749-MK due July 15,
      2008. Proposals must be received, date and time stamped no later than 2:00 p.m., July 15, 2008.
      Proposers must allow sufficient time for delivery of their proposal by the time specified. Proposals
      not received on time will be rejected. Electronic submissions are also requested by the deadline.
      No faxes will be accepted.




                                                                                                          10
University of Wisconsin-Stout                                                         06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

            The ORIGINAL proposal, 12 identical, complete copies and CD with electronic identical,
            complete copy must be delivered to:

                                  Merri King, Senior Purchasing Agent
                                     University of Wisconsin-Stout
                                           Purchasing Office
                                      817 South Broadway Street
                                    Menomonie, Wisconsin 54751
                                     TELEPHONE: 715/232-2466
                                          FAX: 715/232-1565
                                     EMAIL: kingm@uwstout.edu

      Proposals must be received in the above office by the specified time stated above. All proposals
      must be time-stamped as accepted by the Purchasing Office by the stated time. Proposals not so
      stamped will not be accepted. Receipt of a proposal by the State mail system does not constitute
      receipt of a proposal by the Purchasing Office, for purposes of this RFP.

      An ORIGINAL proposal, 12 identical, complete copies and CD with electronic identical, complete
      copy of the Cost Proposal must be sealed and submitted as a separate part of the proposal. The
      outside of the envelope must be clearly labeled with the words ‘’Cost Proposal, RFP #81749-MK’’
      and name of the vendor and due date. The cost proposal is due to the addressee on the due date
      and time noted above.

3.5   PROPOSAL ORGANIZATION AND FORMAT

      Proposals should be typed and submitted on 8.5 x 11 inch paper and bound securely. Proposals
      should be organized and presented in order and by the number assigned in the RFP. Points will be
      awarded for proposals presented in the desired format outlined below. Proposals must be
      organized with the following headings and subheadings. Each heading and subheading should be
      separated by tabs or otherwise clearly marked. The RFP sections, which should be submitted or
      responded to will contain the following sections:

            Cover page
            Program Overview
            General Criteria (Section A, Article 2.1)
            Qualifications and References (Section B, Article 2.0)
            Lease Requirements – Notebook Computers (Section B, Article 3.0)
            Quantities (Section B, Article 4.0)
            Delivery (Section B, Article 5.0)
            Minimum Hardware Requirements (Section B, Article 6.0)
            Sample Notebooks (Section B, Article 7.0)
            Spare Notebooks (Section B, Article 8.0)
            Backpacks (Section B, Article 9.0)
            Staging of Notebooks/Accessories Requirements (Section B, Article 10.0)
            Asset Management (Section B, Article 11.0)
            Fall Deployment Event Requirements (Section B, Article 12.0)
            Fall Refresh Event Requirements (Section B, Article 13.0)
            End of Lease Processing Requirements (Section B, Article 14.0)
            Repair Service Program (Section B, Article 15.0)
            Warranty (Section B, Article 16.0)
            Damage Protection/Accidental Damage (Section B, Article 17.0)
            Transition Requirements (Section B, Article 18.0)
            Faculty and Staff Support for Professional Development (Section B, Article 19.0)

                                                                                                     11
University of Wisconsin-Stout                                                              06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

              Student Scholarships (Section B, Article 20.0)
              Contract Pricing (Section B, Article 21.0)
              Estimated Acceptance and Settlement Date (Section B, Article 22.0)
              Cost Proposal (Section B, Article 23.0)

3.6   CERTIFICATION OF INDEPENDENT OFFER DETERMINATION

      By submitting a proposal, the Proposer certifies, and in the case of a joint proposal, to its own firm,
      that in connection with this RFP:

      3.6.1    Independent Offer. The proposal has been arrived at independently, without consultation,
               communication or contact with any competitor for the purpose of restricting competition,
               and;

      3.6.2    Offer Disclosure. Unless otherwise required by law, the offer cited in this RFP has not
               been and will not be knowingly disclosed by the Proposer prior to opening directly or
               indirectly to any other Proposer, and

      3.6.3    Restriction of Competition. No attempt has been made, nor will be made by the
               Proposer, to induce another person or firm to submit or not submit a proposal for the
               purpose of competition restriction.

3.7   PROPOSAL SIGNATORY AUTHORITY

      Each person signing this proposal certified that:

      3.7.1    Offer Responsibility: S/he is the person responsible for the decision to the offer and has
               not nor will not participate, in any action contrary to 3.6.1 through 3.6.3; or

      3.7.2    Agent Authorization. S/he is not the person responsible for the decision to the offer, but
               has been authorized in writing to act as agent to quote for the persons responsible for such
               decisions; has the authority to certify that such persons have not and will not participate in
               any action contrary to 3.8, and as their agent certifies this; and has not participated nor will
               not participate, in any action contrary to 3.6.1 through 3.6.3.

3.8   CONFLICT OF INTEREST

      By submitting a proposal, the Proposer certifies that no relationship exists between the Proposer
      and the University that interferes with fair competition or is a conflict of interest; and no relationship
      exists between such Proposer and another person or firm that constitutes a conflict of interest that
      is adverse to the University.

3.9   PROPOSAL COSTS

      The University is not liable for any cost incurred by Proposers in replying to this RFP.

3.10 MULTIPLE PROPOSALS

      Multiple proposals from a vendor will be permissible, however, each proposal must conform fully to
      the needs for proposal submission. Each proposal must be submitted separately and labeled as
      Proposal #1, Proposal #2, etc., on each page included in the response. Alternate acquisition plans
      do not constitute multiple proposals.



                                                                                                              12
University of Wisconsin-Stout                                                           06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

3.11 WITHDRAWAL OF PROPOSALS

      Proposals shall be irrevocable until contract award unless the proposal is withdrawn. Proposers
      may withdraw a proposal in writing at any time. To accomplish this, the written request must be
      signed by an authorized representative of the proposer and submitted to the RFP project manager.
      If a previously submitted proposal is withdrawn before the proposal due date and time, the
      proposer may submit another proposal at any time up to the proposal closing date and time.

3.12 QUANTITIES

      The approximate number of imaged units needed is 3500 per year. The quantity is estimated for
      the purposes of the RFP. The lease contract will identify an exact quantity.
      Vendor will be required to deliver the number of units specified on the contract and will allow return
      of up to an estimated minimum of 5% of undistributed imaged units by October 31 of each contract
      year. (This quantity does not include those units required for spare notebook computers). Vendor
      agrees not to include these returned units in the lease agreement or subject University to a penalty
      of any kind.

4.0   PROPOSAL ACCEPTANCES, EVALUATION AND AWARD

4.1   PRELIMINARY EVALUATION

      The proposals will be reviewed initially to determine if mandatory requirements are met. Failure to
      meet mandatory requirements will result in rejection of the proposal. In the event that all vendors
      fail to meet one or more of the mandatory requirements, the University reserves the right to
      continue the evaluation of the proposals and to select the proposal, which most closely meets the
      requirements, specified in this RFP.

4.2   RIGHT TO REJECT PROPOSALS AND NEGOTIATE CONTRACT TERMS

      The University reserves the right to accept or reject any part of any proposal, or to request
      modification or clarification of any part of a proposal, and to accept or reject any or all proposals
      without penalty. The University may negotiate the terms of the contract, including the award
      amount, with the selected proposer prior to entering into a contract. If contract negotiations cannot
      be concluded successfully with the highest scoring proposer, the agency may negotiate a contract
      with the next highest scoring proposer.

4.3   PROPOSAL SCORING

      Accepted proposals will be reviewed by an evaluation committee and scored against the stated
      criteria. A proposer may not contact any member of an evaluation committee except at the Senior
      Purchasing Agent’s direction. The committee may review references, request presentations,
      interviews, and/or conduct on-site visits and use the results in scoring the proposals. Proposals
      from certified Minority Business Enterprises may have points weighted by a factor of 1.00 to 1.05 to
      provide up to a 5% preference to these businesses (Wis. Stats. 16.75(3m)). The evaluation
      committee’s scoring will be tabulated and proposals ranked based on the numerical scores
      received.




                                                                                                          13
University of Wisconsin-Stout                                                            06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

4.4   EVALUATION CRITERIA

        Proposals meeting mandatory requirements will be reviewed by an evaluation committee and
        scored against the stated criteria. The committee may, at its sole discretion, review references,
        request oral presentations, and conduct an on-site visit and use the results in scoring the
        proposals. Proposals from certified Minority Business Enterprises may have points weighted by a
        factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to these businesses.

        Scoring Criteria and Method
        The evaluation committee's scoring will be tabulated and proposals ranked based on the
        numerical scores calculated. Oral presentation/interviews will be required after the written
        proposals are received. Failure to attend an oral interview will result in rejection of the Proposer’s
        proposal.
               Maximum Points Available: 1500
               Point Distribution:
                        Desired format, quality and completeness of responses                 10%
                        RFP Criteria: Requirements and Desired                                35%
                        Services: Required and Desired                                        25%
                        Cost                                                                  30%
                                                                                              100%

      The evaluation committee will evaluate the Mandatory General Requirements and Specification
      Requirements prior to having the Cost Proposal scored. Only the highest scoring proposals will be
      eligible for further consideration.

4.5   ORAL PRESENTATIONS, INTERVIEWS AND SITE VISITS

      Top scoring vendors based on an evaluation of the written proposal may be required to participate
      in oral presentations and/or site visits to support and clarify their proposals, if requested by the
      University. Submission of a proposal does not guarantee a proposer the opportunity to make an
      oral presentation and/or a notebook computer demonstration. If required, these will be scheduled
      after the initial review and as part of the overall evaluation of proposals. Proposers may be
      required to answer questions from the RFP Evaluation Committee during an oral presentation or a
      notebook computer demonstration; such questions may or may not be submitted to a proposer in
      advance. The Senior Purchasing Agent will schedule the time and location of the presentation.
      Failure of a proposer to interview or permit a site visit on the date scheduled may result in rejection
      of the vendor’s proposal.

      If the demonstration site (site is where proposer has an established notebook computer program in
      place) proposed is further than 100 miles from University, the vendor shall be responsible for
      providing transportation both to and from the demonstration site and accommodations for up to a
      maximum of 15 representatives. The demonstration site must be in North America.

      All oral presentations will be documented with written copy handed out at time of presentation. A
      minimum of 15 copies and 1 CD with electronic identical, complete copy shall be provided.

      If information is received during the oral presentation, which is not included in the original proposal
      or during the oral presentation, proposer will submit all information in written form within five days
      after oral presentation. A minimum of 15 copies and 1 CD with electronic identical, complete copy
      shall be provided.




                                                                                                           14
University of Wisconsin-Stout                                                             06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      Confidentiality

      Confidentiality of proposals shall be maintained until after contract negotiations are completed and
      the award has been made

      Clarification

      The University reserves the right to request clarification or additional information.

      Negotiation

      The University reserves the right to negotiate terms and conditions with the top contenders. The
      University reserves the right to negotiate modifications to the proposal with a single vendor without
      obligation to negotiate similar modifications with other vendors. The University must request
      modifications. Unsolicited modifications without prior request by the University will not be
      accepted.

4.6   PRODUCT DEMONSTRATIONS

      Top-scoring vendor(s) may be required to install and demonstrate its products. Product(s) being
      demonstrated must be delivered to

                                 Merri King, Senior Purchasing Agent
                                    University of Wisconsin-Stout
                                          817 So. Broadway
                                        Menomonie, WI 54751

      Product(s) to be delivered by the vendors upon two weeks notice by the University must be
      installed and ready for demonstration within one week of delivery. The University will furnish
      detailed specifications concerning the demonstration site. Failure of a vendor to furnish the product
      it has proposed for demonstration within the time constraints of the preceding sentence may result
      in rejection of that proposal. Failure of any product(s) to meet the University’s specified
      requirements during the demonstration may result in rejection of the vendor’s proposal.

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

4.7   AWARD, BEST AND FINAL OFFERS

      The University will compile the final scores for each proposal. The award will be granted in one of
      two ways. The award may be granted to the highest scoring responsive and responsible proposer.
      Alternatively, the highest scoring proposal or proposers may be requested to submit Best and Final
      Offers (BAFO). If BAFOs are requested by the University and submitted by the vendor, they will be
      evaluated against the stated criteria, scored and ranked by the evaluation committee. The
      University may require more than one series of BAFOs and discussions. If more than one BAFO
      is requested, a proposer’s immediate previous offer shall be construed as the proposer’s BAFO
      unless the proposer submits a timely notice of withdrawal or another BAFO. The Senior
      Purchasing Agent shall notify each qualified proposer of the scope of the requested BAFO and
      shall establish a date and time for their submission. However, a proposer should not expect that
      the University will request a BAFO.



                                                                                                          15
University of Wisconsin-Stout                                                            06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

4.8   NOTIFICATION OF INTENT TO AWARD

      A Contract shall be awarded to the Proposer who, in the sole judgment of the University, best
      meets the RFP needs and is awarded the highest amount of points based on the information
      described more fully in Section A, Article 4.4. All Proposers shall be notified in writing by the
      Purchasing Office of the awarded result.

      After notification of the intent to award is made, and under the supervision of Purchasing Office,
      University of Wisconsin-Stout, staff, copies of proposals will be available for public inspection from
      8 a.m. to 4:30 p.m. at Purchasing Office, University of Wisconsin-Stout, 140 University Services
      Building, 817 South Broadway, Menomonie, WI 54751. Vendors should schedule reviews with
      Merri King, Purchasing Agent-Senior, at (715) 232-2466.

4.9   APPEALS PROCESS

      Notice of intent to protest and protests must be made in writing. Written protest must fully identify
      any contested issue. Protestor should make their protests as specific as possible.

      A notice of intent to protest the award of a contract must be submitted in writing to Chancellor
      Charles Sorensen, in care of Merri King, Purchasing Agent-Senior, University of Wisconsin-Stout,
      817 South Broadway Street, Menomonie, WI 54751, telephone 715/232-2466, and received in her
      office within five days after the notices of intent to award are issued.

      The protest will be submitted in writing to her office within 10 working days after the notices of
      intent to award are issued.

4.10 EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

      In the event of contract award, the contents of this RFP (including all attachments), RFP
      addenda and revisions, the proposal of the successful proposer, and additional terms agreed to, in
      writing, by the university and the contractor shall become part of the contract. Failure of the
      successful proposer to accept these as a contractual agreement may result in a cancellation of
      award. See Section C, Article XVI.

                          Official Contract/Purchase Orders
                          Vendor’s Proposal Dated July 15, 2008
                          University Request for Proposal Dated June 3, 2008

5.0   MANDATORY GENERAL REQUIREMENTS

      The proposer’s response must clearly demonstrate the capacity to handle the needs stated in this
      RFP in addition to the Proposer’s current workload. The University reserves the right to request
      supplementary information deemed pertinent to assure proposer’s competence, business
      organization, and financial resources are adequate to successfully perform services. Provide on
      company letterhead a concise, detailed description of the following.

      5.1 Name and address of operating firm, names of owners or principles of your firm. If a
          corporation, provide date of incorporation and President’s name. If other than corporation or
          partnership, describe organization and names of principals. If individuals or partnership,
          provide date of organization and name and address of all partners (state whether general or
          limited partnership). Complete and return Section D, Attachment #1.




                                                                                                           16
University of Wisconsin-Stout                                                          06/03/2008
Menomonie, WI 54751
RFP #81749-MK
                                           SECTION A
                                PROPOSAL RESPONSE REQUIREMENTS

      5.2 Provide three references from locations where your notebook computers, on time delivery,
          rollout capabilities and services to universities of similar size of the University of Wisconsin-
          Stout and your client list from the last three years. Complete and return Section D,
          Attachment #2. The University will determine which, if any, reference to contact to assess the
          quality of notebook computers, services and personnel assigned to the project. The results of
          the references will be provided to the evaluation committee and used in scoring the proposal.

      5.3 Provide historical background and capabilities of proposer’s company with special emphasis
          on notebook computer rollout programs and related support services to universities of
          comparable size and complexity to the University of Wisconsin-Stout.

      5.4 List and describe any claims or lawsuits that have been made against proposer’s firm for non-
          performance or inadequate performance as a provider of a notebook computer program.

      5.5 List three firms where credit lines have been established and the value of each credit line
          where proposer’s firm is currently transacting business. Complete and return Section D,
          Attachment #3.

      5.6 Describe proposer’s firm’s willingness to agree to as written and your firm’s approach to
          meeting the terms and conditions specified in Section B. Complete and return Bidder
          Information, Section D, Attachment #4.

      5.7 Winning contractor will be asked to sign a USA Patriot Act Cooperation Agreement.
          Whereas,Section 326 of the USA Patriot Act, as implemented in 31 CFR 103 (the “Act”),
          requires contractor to collect and verify certain customer information. Full details of
          agreement can be found in, Section E, Appendix #1 and Appendix #2 or DOA VendorNet
          website: http://vendornet.state.wi.us.




                                                                                                         17
University of Wisconsin-Stout                                                                      06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                             SECTION B
                                           SPECIFICATIONS

1.0   PROGRAM OVERVIEW

      This Request for Proposal (RFP) seeks responses from vendors/manufactures to provide notebook
      model or convertible model (tablet) computers and support program. UW-Stout is the first UW
      System institution to offer an Intel/Mac based notebook program to all undergraduate students.
      Over the last seven years UW-Stout has established itself as a nationally recognized notebook
      university providing students with a fully configured and supported notebook computer. We are a
      dual platform campus. The present campus student computer platform distribution is
      approximately 90% Windows, 10% Macintosh, these percentages are presented only to illustrate
      today’s make-up, actual percentage or number of notebooks required in both categories will be
      determined prior to initial orders on a yearly basis. Approximately 3500 notebook model or
      convertible model (tablet) computers are needed per year for the program. Contract will begin
      fiscally 2009. In order to select the best program options, proposers may bid any or all of the
      identified criteria. Also, pricing should be provided based on a 27-30 month lease with specified
      buyout option at the end. UW-Stout may elect to have a contractor provide all support services,
      partial support services or UW-Stout may partner with contractor for supplementary support
      services. The vendor may provide costs for all listed hardware and/or services or selected
      hardware/services. UW Stout reserves the right to choose the best overall configuration/solution
      from all submitted proposals. Vendors must state if their proposed solution includes both hardware
      and service solutions.

      A flexible lease program must allow UW-Stout to vary the required number of notebooks
      ordered/received during a four-week period. This period will be defined as two weeks before the
      beginning of fall semester to two weeks after the start of fall semester. UW-Stout will request
      multiple shipments. A minimum/maximum number of imaged systems required will be provided to
      the vendor four weeks prior to the start of the fall semester. This requirement is mandatory. The
      approximate number of imaged units needed is 3500 per year (please note: 90% Windows, 10%
      Macintosh). The quantity is estimated for the purposes of the RFP. The lease contract will identify
      an exact quantity.

      Vendor will be required to deliver the number of units specified on the contract and will allow return
      of up to an estimated minimum of 5% of undistributed imaged units by October 31 of each contract
      year. Vendor agrees not to include these returned units in the lease agreement or subject
      University to a penalty of any kind.

      The selected vendor must have an excellent and proven reputation for quality equipment and
      services and must be able to deliver a large quantity of systems within a constrained timeframe. In
      order to take advantage of new technologies, the contractor must help to reduce rollout and refresh
      costs and provide continuous support that minimally disrupts the teaching and learning experience
      at UW-Stout.

      The University would greatly benefit from a vendor/partner that can anticipate and support
      professional development and scholarship efforts. The ideal vendor will need to provide support
      resources for faculty and staff development. Points will be given to vendors who offer
      comprehensive technical training programs, financial support for faculty development and financial
      support for student scholarships.

      The proposer’s response must clearly demonstrate the capacity to handle the needs stated in this
      RFP in addition to the Proposer’s current workload. The University reserves the right to request
      supplementary information deemed pertinent to assure proposer’s competence, business
      organization, and financial resources are adequate to successfully perform services.



                                                                                                          18
University of Wisconsin-Stout                                                                       06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                             SECTION B
                                           SPECIFICATIONS

2.0   QUALIFICATIONS AND REFERENCES

      The proposer’s response must clearly demonstrate the capacity to handle the needs stated in this
      RFP in addition to the Proposer’s current workload. The University reserves the right to request
      supplementary information deemed pertinent to assure proposer’s competence, business
      organization, and financial resources are adequate to successfully perform services. Provide on
      company letterhead a concise, detailed description of the following.

2.1   Name and address of operating firm, names of owners or principles of your firm. If a
      corporation, provide date of incorporation and President’s name. If other than corporation or
      partnership, describe organization and names of principals. If individuals or partnership, provide
      date of organization and name and address of all partners (state whether general or limited
      partnership). Complete and return Section D, Attachment #1.

2.2   Provide three references from locations where your notebook computers, on time delivery,
      rollout capabilities and services to universities of similar size of the University of Wisconsin-Stout
      and your client list from the last three years. Complete and return Section D, Attachment #2. The
      University will determine which, if any, reference to contact to assess the quality of notebook
      computers, services and personnel assigned to the project. The results of the references will be
      provided to the evaluation committee and used in scoring the proposal.

2.3   Provide historical background and capabilities of proposer’s company with special
      emphasis on notebook computer rollout programs and related support services to universities of
      comparable size and complexity to the University of Wisconsin-Stout.

2.4   List and describe any claims or lawsuits that have been made against proposer’s firm for
      non-performance or inadequate performance as a provider of a notebook computer program.

2.5   List three firms where credit lines have been established and the value of each credit line
      where proposer’s firm is currently transacting business. Complete and return Section D,
      Attachment #3.

2.6   Describe proposer’s firm’s willingness to agree to as written and your firm’s approach to
      meeting the terms and conditions specified in Section B. Complete and return Bidder Information,
      Section D, Attachment #4.

2.7   Complete Section D, Attachment #6, DOA-3333 Wisconsin’s Cooperative Purchasing Services-
      Vendor Agreement and return with Bidder Information.

2.8   Winning contractor will be asked to sign a USA Patriot Act Cooperation Agreement.
      Whereas,Section 326 of the USA Patriot Act, as implemented in 31 CFR 103 (the “Act”), requires
      contractor to collect and verify certain customer information. Full details of agreement can be
      found in Section E, Appendix #1 and Appendix #2 or DOA VendorNet website:
      http://vendornet.state.wi.us.

3.0   LEASE REQUIREMENTS – NOTEBOOK COMPUTERS

      Under leasing options, the University desires to enter into a lease arrangement with either the
      direct manufacturer of the notebook computers or a subsidiary/partner of the manufacturer. This is
      a priority for the University in that non-performance issues on the manufacturer’s behalf must be
      addressed directly and not through a disinterested third party lesser.



                                                                                                           19
University of Wisconsin-Stout                                                                        06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                             SECTION B
                                           SPECIFICATIONS

      The University requires that the successful proposer provide a customized lease for student
      notebook computers, which allows for the following conditions:

           1. University will own the lease and pay all notebook costs on behalf of the students.
           2. Lease agreement must contain a termination clause in the event of non-appropriation of
              funds.
           3. At the conclusion of the lease, University desires the option to purchase a portion of the
              end of lease models
           4. University desires a 27-30 month lease agreement.

3.1   Please describe your leasing program.

3.2   Please describe how your leasing program will track assets.

3.3   Please describe end of lease purchase options.

4.0   QUANTITIES

       The approximate number of imaged units needed is 3500 per year. The quantity is estimated for
       the purposes of the RFP. The lease contract will identify an exact quantity. Vendor will be required
       to deliver the number of units specified on the contract and will allow return of up to 5% of
       undistributed imaged units by October of each contract year. (This does not include those units
       required for spare notebook computers). Vendor agrees not to include these returned units in the
       lease agreement or subject University to a penalty of any kind.

4.1   Please describe your return policy for undistributed imaged units.

5.0   DELIVERY

      It is required that all notebook computers be delivered within thirty (30) days after receipt of an
      order. Contractor agrees to notify the State within five (5) working days after receipt of order if they
      are unable to meet this requirement.

      Failure of the contractor to adhere to delivery schedules as specified or to promptly replace
      rejected notebook computers shall render the contractor liable for all costs in excess of the contract
      price when alternate procurement is necessary either by replacing notebook computers with next
      higher level available from contractor or from other notebook computer manufacturers. Excess
      costs shall include the administrative costs.

5.1   Contractor is required to provide insurance that meets the requirements of the State of Wisconsin
      until acceptance by University personnel (or an authorized agent acting on our behalf) or
      deployment to the students. Identify the type of insurance to be provided.

5.2   Please describe the most favorable delivery schedule(s) for all notebook computers.

5.3 Please describe your delivery management plan including:

        5.3.1 Expected delivery dates

        5.3.2 Insurance coverage until accepted by University personnel

        5.3.3 Varied/staggered delivered schedules


                                                                                                            20
University of Wisconsin-Stout                                                                     06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                             SECTION B
                                           SPECIFICATIONS


        5.3.4 Date platform will build at factory

        5.3.5 Image specification timeline including due to vendor

6.0   MINIMUM HARDWARE REQUIREMENTS

      The configuration of model will be negotiated on a yearly basis and it is desired to have the current
      state of the art technology prior to each fall deployment. The following specifications are base-
      requirements (minimum acceptable), subject to change with comparable unit (technology
      enhancements) upon build date subject to UW-Stout approval:

      Notebook/Convertible (tablet) Computer – Mid-Range

          1. 28MB Discrete/Dedicated Video Memory and 384MB Shared System Memory
                 (Mobile Intel GMA x3100)
          2. AC adapter, 6-foot power cord included
          3. 128 bit (preferably higher) Direct3D 10, Direct3D9, or OpenGL-capable graphics card
          4. Intel Core 2 Duo Processor T8300 (2.4GHz), 800MHz FSB, 6MB L2 cache)
          5. 14.1" WXGA+ anti-glare 1440x900 resolution
          6. 160GB 5400 RPM SMART SATA
          7. 2048MB 667MHz; 1x2 DIMM
          8. Multibay II DVD+/-RW SuperMulti DL Drive
          9. Dualpoint Touchpad and Pointstick
          10. 6-cell Primary battery
          11. 56K V.92 High Speed Modem
          12. Integrated Gigbit Network Connection (10/100/1000) NIC
          13. Vista Ultimate OS
          14. 3/3/0 year worldwide warranty
          15. Ethernet cables
          16. Integrated wireless card (802.11 ABGN)


      Contractor/Manufacturer will provide UW-Stout privileged knowledge regarding all new models
      offered prior to manufacturer build date.

      The University strongly desires a model at the front end of a product lifecycle.

      UW-Stout desires a minimum fifteen (15) days prior to build date Contractor/ Manufacturer and
      University will confirm final configuration.

6.1   Describe the minimum specifications and accessories of machines your firm will provide.

6.2   Describe your privileged knowledge program.

6.3   Describe your plan for product lifecycle management.

7.0   SAMPLE NOTEBOOKS

      The university requires a minimum of five (5) sample notebooks (the exact model/configurations) at
      least two (2) months prior to necessary image completion date.



                                                                                                         21
University of Wisconsin-Stout                                                                    06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                            SECTION B
                                          SPECIFICATIONS

7.1   Describe your sample notebook plan with proposed timeline and include statement of compliance
      with requirement.

8.0   SPARE NOTEBOOKS

      The University requires a pool of spare notebooks, notebooks that are university property, to
      ensure students have a notebook during repair. Spare Notebook pool is 5% of total inventory for
      each model year and will be delivered directly to the University during the delivery timeframe of
      leased units.

8.1   Describe your spare notebook plan with proposed timeline and include statement of compliance
      with requirement.

9.0   BACKPACKS

      The University desires to provide carrying case backpacks with approved university logo for
      notebooks to be deployed. The University will determine quantity on a yearly basis and is
      estimating 4000 for the purposes of the RFP. The lease contract will identify an exact quantity.

9.1   Describe your plan for providing backpacks for the contract.

10.0 STAGING OF NOTEBOOKS/ACCESSORIES REQUIREMENTS

      Required actions/service/tasks:

          1.    Receipt of notebooks
          2.    Order tracking
          3.    Asset Tagging
          4.    Initial machine start up/resolution
          5.    Image installation
          6.    Accessory bundling for new and other than new notebooks
          7.    Accidental damage/Lost/Theft protection rectification
          8.    Inventory security
          9.    Asset Tracking/inventory reporting for new models
          10.   Transit plan/insurance

      Desired actions/service/tasks:

          1. Receipt of backpacks

10.1 Describe your staging of notebooks/accessories plan with proposed timeline and include
     statement of compliance with requirements.

11.0 ASSET MANAGEMENT

      Contractor/Manufacturer must record and provide electronically model and serial number of the
      notebook computer and MAC addresses of the 10/100 MB and wireless network
      adapters. Notebooks must be tagged with a barcoded asset ID to be associated with
      manufacturer’s serial number.

      Contractor/Manufacturer must integrate with University’s asset management database.



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University of Wisconsin-Stout                                                                  06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                            SECTION B
                                          SPECIFICATIONS

11.1 Please describe contractor/manufacturer programs which would accomplish the above.

12.0 FALL DEPLOYMENT EVENT REQUIREMENTS

      Required actions/service/tasks:

          1.   On-campus deployment of notebooks in lifecycle
          2.   Asset Tracking/inventory reporting for deployed notebooks
          3.   Back up system- assets (Catastrophic, redundancy)
          4.   Security- on and offsite; transit

    Desired actions/service/tasks:

          1. Training resources on notebook features and care
          2. Card swipe system with asset tracking

12.1 Describe your Fall Deployment event plan with proposed timeline compliance with requirements.

13.0 FALL REFRESH EVENT REQUIREMENTS

      Required actions/service/tasks:

          1.   On-campus deployment of notebooks in lifecycle
          2.   Asset Tracking/inventory reporting for deployed notebooks
          3.   Back up system- assets (Catastrophic, redundancy)
          4.   Security- on and offsite; transit
          5.   Inspect and repair end of lease notebooks
          6.   Inventory missing and damaged parts from end of lease notebooks
          7.   Document and report billable damages of end of lease notebooks to University within
               3 weeks of receipt of notebook.

      Desired actions/service/tasks:

          1. Training resources on notebook features and care
          2. Utilize Stout ID card for asset tracking

13.1 Describe your Fall Refresh event plan with proposed timeline and compliance with requirements.

14.0 END OF LEASE PROCESSING REQUIREMENTS

      Required actions/service/tasks:

          1.   Final inspection and repair
          2.   Asset Tracking/inventory reporting for inspected end of lease models
          3.   Asset Tracking/inventory reporting for repaired end of lease models
          4.   Scrubbing of end of lease models to DOD standard/certification
          5.   Secure facility for inventory
          6.   Returned to Lessor – security, insurance, packaging, shipping

14.1 Describe end of lease project management plan with proposed timeline and compliance with
     requirements.



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University of Wisconsin-Stout                                                                    06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                            SECTION B
                                          SPECIFICATIONS

15.0 REPAIR SERVICE PROGRAM

The university desires to be a self-provider, to complete warranty and repairs associated with damage
protection coverage excluding end of lease models.

      Required actions/service/tasks:

          1.   Provide Parts inventory - Forward supply/parts depot
          2.   Parts ordering/delivery- replacement parts delivered in 2 business days
          3.   University as self maintainer to process and be reimbursed for warranty parts and labor
          4.   Technical training/certification for campus technicians

      Desired actions/service/tasks:

          1. Normal use” Matrix- define normal wear and tear for use; review for design flaw

15.1 Describe Repair Service plan with proposed timeline and compliance with requirements.

16.0 WARRANTY

      UW–Stout desires a minimum of a three-year warranty and next business day parts service.

16.1 Describe contractor warranty and service programs.

17.0 DAMAGE PROTECTION/ACCIDENTAL DAMAGE

      UW-Stout desires to have Contractor/Manufacturer purchase on behalf of the University as “all-
      risk” physical damage/loss policy, and include the cost in the lease price for each notebook. The
      University desires monetary reimbursement for replacement computers

17.1 Describe your Damage Protection/Insurance and Accidental program plan.

18.0 TRANSITION REQUIREMENTS

      UW-Stout will be completing a contract with a prior vendor supplying notebooks and associated
      services.

18.1 Please describe your plan to work with University in managing the transition with previous program
     vendor to provide continuous support that minimally disrupts the teaching and learning experience
     at UW-Stout.

19.0 FACULTY AND STAFF SUPPORT FOR PROFESSIONAL DEVELOPMENT

      The University desires and would greatly benefit from a vendor/partner that can anticipate and
      support faculty and staff professional development.

19.1 In your response to RFP 81749-MK, please explain any additional resources or additional support
     your company may be willing to provide for Faculty and Staff Professional Development efforts.




                                                                                                          24
University of Wisconsin-Stout                                                                      06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                             SECTION B
                                           SPECIFICATIONS

20.0 STUDENT SCHOLARSHIPS

      The University desires and would greatly benefit from a vendor/partner that can anticipate and
      support scholarship efforts.

20.1 In your response to RFP 81749-MK, please explain any additional resources or additional support
     your company may be willing to provide for student scholarships.

21.0 CONTRACT PRICING

      Manufacturers shall be aware in pricing this contract that if enrollment projections are met, the
      University shall at a minimum, lease over 14,000 notebook computers during the term of this
      contract.

      Pricing submitted for this contract for the lease of all notebooks must be inclusive of hardware,
      software, delivery, deployment, refresh, end of lease, staging, and warranty/service costs.

      Technological advances are anticipated over the term of this contract. All pricing on future
      configurations must, at a minimum, reflect the same percentage discount off of the manufacturer’s
      list price as established with this contract award. Greater discounts are permissible and
      encouraged.

      Manufacturers shall have either a WEB site or printed literature to document their list prices.

      The University requires a leasing program on a 27-30 month refresh cycle, an overall
      support/maintenance program and a delivery and refreshes process.

      Any price reductions from suppliers from the time of proposal submission to time of purchase order
      must be passed on to the University. As this is a multi-year contract, where additional hardware
      including parts and/or software will be required each year, the vendor will be required to submit a
      new pricing structure June 1 of each contract year. The adjustment in the lease payments must be
      directly related to the changes to the hardware and/or software and/or level of service approved by
      the University.

21.1 Please describe contract pricing plan.

22.0 ESTIMATED ACCEPTANCE AND SETTLEMENT DATE

      The equipment must be delivered to University of Wisconsin-Stout fifteen (15) days prior to the first
      day of school of the fall semester thereafter for the term of the contract. Equipment will be
      considered accepted when duly inventoried and verified upon delivery.




                                                                                                          25
University of Wisconsin-Stout                                                                   06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                            SECTION B
                                          SPECIFICATIONS

23.0 COST PROPOSAL

      The cost proposal should be submitted in a separate envelope with the written proposal.
      The proposal will be scored using a standard quantitative calculation where the most points
      will be award to the proposal with the lowest cost. (Actual University cost will reflect the
      same or better amounts relative to List Price).

      Leasing Options with Vendor-provided Program Management *


      _________________         Upfront Semi-annual Lease Payment for 24-28month Operating Lease
                                with buyout option ** (lst payment 9/1; 2nd payment 3/1)


       * Provide management program description.
      ** Buyout option is equal to one additional Lease Payment

      Required Notebook computer backpack

      Backpacks will have UW-Stout logo printed on each unit. UW-Stout will provide size of lettering
      and all artwork.

      Backpack carrying case or comparable (Screen printed)

      Manufacturer’s Model _______________ Manufacturer’s List Price $_____________
      University Lease Price $ ______________ Percentage Discount _______________




                                                                                                        26
University of Wisconsin-Stout                                                                         06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                  SECTION C
              PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM


                                     I. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as “the Contract”, shall be between the Board of Regents of the
University of Wisconsin System on behalf of the University of Wisconsin-Stout, hereinafter referred to as
the “university”, and the successful Proposer, hereinafter referred to as the “Contractor”, for the privilege
of the Contractor to designate the brand of notebook computers and services to the University of
Wisconsin-Stout for the notebook computer program.

                                           II. APPLICABLE LAW

This Contract shall be governed and interpreted under the laws of the State of Wisconsin. The Contractor
shall at all times comply with and observe all federal, and local laws, ordinances, and regulations in effect
during the period of this Contract which affect the work or its conduct.

                                         III. TERM OF CONTRACT

It is the intent of the University to start the resulting Contract on July 1, 2009. The Contract Administrator
will confirm the effective date in writing. Contract term shall be for four (4) years from the effective date
with two (one year renewal options) mutually agreed to by University and Contractor.

                                      IV. EXCUSED PERFORMANCE

If, because of riots, war, public emergency or calamity, fire, flood, earthquake, act of God, government
restriction, labor disturbance or strike, business operations at the University are interrupted of stopped,
performance of this contract, with the exception of monies already due and owing, shall be suspended
and excused to the extent commensurate with such interfering occurrence. The expiration date of this
contract may be extended for a period of time equal to the time that such default in performance is
excused.

                                              V. DISCLOSURE

If a public official as defined in Section 19.42 Wisconsin Statutes, or an organization in which a State
public official holds at least 10% interest, is a party to this proposal, the Contract is void able by the
University unless appropriate written disclosure is made to the State of Wisconsin Ethics Board, 125
South Webster St., Madison, WI 53703.

             VI. 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.

The State of Wisconsin is committed to the promotion of minority business in the state's purchasing
program and a goal of placing 5% of its total purchasing dollars with certified minority businesses.
Authority for this program is found in ss. 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin
Statutes. The contracting agency is committed to the promotion of minority business in the state's
purchasing program.

The State of Wisconsin policy provides that minority-owned business enterprises certified by the
Wisconsin Department of Commerce, Bureau of Minority Business Development should have the
maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly


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University of Wisconsin-Stout                                                                        06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                  SECTION C
              PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

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 agreement, with
a goal of awarding at least 5% of the contract price to such enterprises.

The supplier/contractor shall furnish appropriate quarterly information about its effort to achieve this goal,
including the identities of such enterprises certified by the Wisconsin Department of Commerce and their
contract amount. The supplier/contractor shall submit a quarterly report indicating subcontracts awarded
to minority business and dollar amount in association with this contract to:

                                   Merri King, Senior Purchasing Agent
                                       University of Wisconsin-Stout
                                   University Services Building, Rm. 140
                                             817 So. Broadway
                                          Menomonie, WI 54751

A listing of certified minority businesses, as well as the services and commodities they provide, is
available from the Department of Administration, Office of the Minority Business Program, 608/267-7806.
The listing is published on the Internet at: http://www.doa.state.wi.us/dsas/mbe/index.asp.

                                 VII. INCORPORATION OF DOCUMENTS

In the event of contract award, the definitive contract will constitute the entire agreement of the parties
and will supersede any representations, commitments, conditions, or agreements made orally or in writing
prior to execution of the contract. (or)

In the event of contract award, the contents of this RFP (including all attachments), RFP addenda and
revisions, and the proposal of the successful proposer, and additional terms agreed to, in writing, by the
agency and the contractor shall become part of the contract. Failure of the successful proposer to accept
these as a contractual agreement may result in a cancellation of award.

The following priority for contract documents will be used if there are conflicts or disputes.

                         Official Purchase Orders
                         Signed Contract
                         Written Communications Starting 06/03/08
                         Vendor's Proposal Dated 07/15/08
                         State Request for Proposal Dated 06/03/08
                         Standard Terms and Conditions

                                          VIII. NEWS RELEASES

News releases pertaining to this Contract or any part of RFP #81749-MK shall not be made without the
prior written approval of the University.




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University of Wisconsin-Stout                                                                       06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                  SECTION C
              PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

                                    IX. INSURANCE REQUIREMENTS

The contractor shall bear full and complete responsibility for all risk of damage or loss of equipment,
products or money resulting from any cause whatsoever and shall not penalize the University for any
losses incurred related to this contract.

            COVERAGE AND MINIMUM LIMITS

            Coverage                                       Minimum Limits

            Worker’s Compensation (WC)

            Statutory Employer’s Liability                 $100,000/500,000/100,000
            Coverage (B)

            Commercial General Liability (CGL)

            General Aggregate incl. Prdt/co                $2,000,000
            Each Occurrence                                $1,000,000

            Automobile Liability (including hired & non-owned)

            Combined Single Limit                          $1,000,000

            Additional Insured Provision

The contractor shall add the Board of Regents of the University of Wisconsin system, its officers, agents
and employees as an additional insured under the commercial general liability policies, for purpose of this
contract.

Remodeling or Renovation

The above insurances are required to be in effect during the course of any remodeling, renovation or
construction done by or at the direction of the contractor.

Upon notification of award and prior to issuance of a contract, the contractor (vendor) shall provide the
University a Certificate of Insurance with the required kinds and limits of insurance issued by an
insurance company licensed to do business in the State of Wisconsin and signed by an authorized agent.

Commercial General Liability includes, but it not limited to: consumption or use of products, existence of
equipment or machines on location and contractual obligations to customers. The contractor shall bear
the full and complete responsibility for all risk of damage or loss of premises, equipment, products or
money resulting from any cause including that of sub-contractors and shall not penalize the University for
any losses incurred related to this contract.

These policies shall contain a covenant requiring 60 days written notice by the insurer to University of
Wisconsin-Stout Purchasing, 817 South Broadway, Menomonie, WI 54751, before cancellation,
reduction or other modifications of coverage. The insurance certificate shall be for the initial contract
period of one year and shall be extended by the contractor for each remaining years of the contract.

In the event of non-renewal, cancellation or expiration, the contractor shall provide the University
evidence of the new source(s) of required insurance within 21 calendar days after the University’s receipt


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University of Wisconsin-Stout                                                                        06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                  SECTION C
              PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

of the 60-day notice. Failure to maintain the required insurance in force may be cause for contract
termination.

In the events the contractor fails to maintain and keep in force the insurance herein required, the
University shall have the right to cancel and terminate the contract without notice. The contractor shall
advise each insuring agency to automatically renew all policies and coverage in force at the start of and
resulting from this contract until specified coverage needs is revised.

                 X. PERFORMANCE BOND OR IRREVOCABLE LETTER OF CREDIT

The successful bidder, hereafter referred to as “contractor”, shall be required to furnish a performance
bond in the amount of $2,000,000.00. The University of Wisconsin-Stout Purchasing Office prior to
contract award must furnish such bond upon notification.

In lieu of the performance bond, the contractor may provide an irrevocable letter of credit naming the
University as beneficiary. The irrevocable letter of credit shall be in the amount specified for the
performance bond and the format content required by the University. The performance bond or
irrevocable letter of credit shall be furnished by a company licensed to do business in the State of
Wisconsin.

The performance bond or irrevocable letter of credit shall be fore the entire contract period. The
performance bond or letter of credit shall provide that in the event of non-renewal, the Division of
Procurement, and the contractor be notified in writing by the issuer a minimum of 60 days prior to the
anniversary of the effective date of the contract.

In the event of non-renewal, the contractor shall provide the University evidence of the new source of
surety within 21 calendar days after the University’s receipt of the non-renewal notice. Failure to maintain
the required surety in force may be cause for contract termination.

Failure to provide the bond or irrevocable letter of credit within 21 days of notification of award may result
in cancellation of contract award.

                                     XI. PROMOTIONAL MATERIALS

Except as otherwise provided herein, the Contractor agrees not to use promotional or marketing
materials, which state expressly or by fair implication that the University endorses either the Contractor or
any sponsor of such material. Equipment bearing University of Wisconsin-Stout marks, logos or other
indicia of University of Wisconsin-Stout must be purchased from University of Wisconsin-Stout licensees.

                                          XII. HOLD HARMLESS

A. The Board of Regents of the University of Wisconsin System agrees to provide liability protection for
   its officers, employees and agents while acting within the scope of their employment. The Board of
   Regents further agrees to hold harmless the Contractor, its officers, agents and employees from any
   and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and
   description (including death), or damages to persons or property arising out of or in connection with
   or occurring during the course of this agreement where such liability is founded upon or grows out of
   the acts of omissions of any of the officers, employees or agents of the University of Wisconsin
   System while acting within the scope of their employment where protection is afforded by ss. 893.82
   and 895.46 (1), Wis. Stats.

B. Contractor agrees to hold the University harmless from any loss, claim, damage or liability of any kind
   involving an employee, officer or agent of the Contractor arising out of or in connection with this

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University of Wisconsin-Stout                                                                          06/03/08
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RFP#81749-MK
                                   SECTION C
               PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

     Agreement except to the extent that it is founded upon or grows out of the acts or omissions of any of
     the officers, employees or agents of the University of Wisconsin System while acting within the scope
     of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

                         XIII. NONDISCRIMINATION AND AFFIRMATIVE ACTION

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 withhold of payment.

A.    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 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 of training, including
     apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take
     affirmative action to ensure equal employment opportunities.

B. The contractor agrees to post in conspicuous places, available for employee’s applicants for
   employment, a notice to be provided by the contracting state agency that sets forth the provisions of
   the State of Wisconsin nondiscrimination clause.

C. Failure to comply with the conditions of this clause may result in termination of the contract.

D. To the extent required by law, 41 CFR 60-1.4(a) and (b) are incorporated by reference in this
   contract. Additionally, Contractor certifies that the Contractor complies with 41 CFR 60-1.8 and does
   not and will not maintain any facilities provided for employees in a segregated manner. Contractor
   further agrees that he or she will obtain identical certifications from any subcontractors.

                                       XIV. SAFETY REQUIREMENTS

All material, equipment and supplies provided to the University must comply fully with all safety
requirements set forth by the Wisconsin Administrative Codes, the Rules of the Industrial Commission on
Safety and all applicable OSHA Standards.

                                        XV. GENERAL CONDITIONS

A. Service Requirements

         1. The Contractor shall provide the services described in the RFP and Contractor’s response to
            the RFP. Contractor shall furnish all supplies, equipment, management and labor necessary
            to carry out the terms and conditions described.

         2. Contractor agrees that items relative to obtaining the University Notebook computer Program
            not covered herein may be added by the University to this Contract without voiding provisions
            of the existing Contract. The Contractor with additional consideration shall furnish additional
            services to the University.

         3. Recognizing that successful performance of this Contract is dependent on favorable
            response, the Contractor shall meet periodically with the Contract Administrators or designee
            to review operations and make necessary adjustments. The Contractor agrees to maintain
            good public relations with the University of Wisconsin-Stout. After the initial Contract year,
            the parties may upon mutual agreement adjust the specific terms of this Contract. All

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University of Wisconsin-Stout                                                                        06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                  SECTION C
              PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

            adjustments shall be proposed in writing to the Contract Administrator. All required the
            University of Wisconsin-Stout Purchasing Office shall issue Contract amendments.

B. Invoice Requirements

    The University must meet a statutory mandate to pay or reject invoices within 30 days of receipt at
    University of Wisconsin-Stout Accounts Payable. Before payment is made, the University also must
    verify that all invoiced charges are correct and identified as being a part of this contract. Only
    properly submitted invoices shall be officially received for payment. Prompt payment requires that all
    invoices be clear and complete in conformity with the instructions below.

    All invoices must be itemized showing:

    a.   purchase order number            f.   product manufacturer’s name or abbreviation
    b.   Contractor name                  g.   contractor’s catalog, and/or stock number(s)
    c.   remit to address                 h.   prices per the contract
    d.   complete product description     i.   manufacturer’s product number
    e.   contact name                     j.   price for replacement parts, including accessories

    Each invoice should contain only those products covered by the purchase order designated on that
    invoice. All invoice prices are to be stated in the same units as the units shown on the bid form.
    Invoices accompanying deliveries will be in triplicate.

    Invoices not meeting the above criteria may disqualify bidder from future bids.

C. Retention of Records.

    The Contractor shall retain and maintain all records and documents relating to this Contract for three
    years after final payment by the University hereunder or any applicable statute of limitations,
    whichever is longer, and shall make them available for inspection and audit by authorized
    representatives of the University, including the procurement officer or designee, at all reasonable
    times.”

                                    XVI. CONTRACT CANCELLATION

 A. Failure to maintain the required Certificates of Insurance may be cause for contract termination.

     If the Contractor fails to maintain and keep in force the insurance as provided in Section C, Article
     IX, the University shall have the right to cancel and terminate the Contract without notice.

 B. In the event that either party shall fail to perform under the material terms of this Contract or to
    maintain or keep in force any of the material terms and conditions of this Contract, the aggrieved
    party may notify the other party in writing via certified mail of such failure and demand that the same
    be remedied within 10 calendar days. Should the defaulting party fail to remedy the same within
    said period, the other party shall then have the right to terminate this Contract by giving the other
    party 60 days written notice. In addition, if any time a petition in bankruptcy shall be filed against the
    Contractor and such petition is not dismissed within 90 days, or if a receiver or trustee of
    Contractor’s property is appointed and such appointment is not vacated within 90 days, the
    University shall have the right, in addition to any other rights of whatsoever nature that it may have a
    law or in equity, to terminate this Contract by giving 30 days notice in writing of such termination.




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University of Wisconsin-Stout                                                                     06/03/08
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                                 SECTION C
             PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

 C. After three years, either party may terminate the contract on the anniversary date of the effective
    date in any subsequent renewal period of the contract, if either party provides the other party with
    written notice 175 days prior to such anniversary date.

 D. The University may discontinue this Contract, in whole or in part, without penalty at any time due to
    non-appropriation of funds.

                                 XVII. CONTRACT ADMINISTRATION

A. UNIVERSITY

        1. The Contract Administrator for the University is:

                                   Merri King, Senior Purchasing Agent
                                      University of Wisconsin-Stout
                                    140 University Services Building
                                            817 So. Broadway
                                          Menomonie, WI 54751
                                          Tele: (715) 232-2466
                                           Fax: (715) 232-1565
                                      e-mail: kingm@uwstout.edu


        2. The Contract Administrator for the University is authorized to give the approvals required in
           this Contract on behalf of the University.

        3. Project Manager will handle day to day operation for the University is:

                                 Douglas Wahl, Chief Information Officer
                                     University of Wisconsin-Stout
                                         212G Millennium Hall
                                                th
                                         121 10 Avenue East
                                        Menomonie, WI 54751
                                         Tele: (715) 232-2501
                                         Fax: (715) 232-2456
                                      e-mail: wahld@uwstout.edu

B. CONTRACTOR

            Contract Administrator for the successful proposal Proposer will be listed here:

                        NAME _______________________________________________
                        TITLE _______________________________________________
                        COMPANY NAME _____________________________________
                        STREET ADDRESS ____________________________________
                        CITY, STATE and ZIP CODE ____________________________
                        TELEPHONE _________________________________________
                        FAX _________________________________________________
                        EMAIL _______________________________________________

            The Contract Administrator fore the Contractor is authorized to give the approvals and
            negotiate changes required under this Contract on behalf of the Contractor.


                                                                                                           33
University of Wisconsin-Stout                                                                    06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                 SECTION C
             PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

            Contact Person for the Lease:

                        NAME _______________________________________________
                        TITLE _______________________________________________
                        COMPANY NAME _____________________________________
                        STREET ADDRESS ____________________________________
                        CITY, STATE and ZIP CODE ____________________________
                        TELEPHONE _________________________________________
                        FAX _________________________________________________
                        EMAIL _______________________________________________

                                    XVIII.   MISCELLANEOUS

     A. Separability. If any provision of this Contract shall be, or shall be adjudged to be, unlawful or
        contrary to public policy, then that provision shall be deemed to be null and separable from the
        remaining provisions, and shall in no way affect the validity of this Contract.
     B. Waiver. A waiver by either party of any terms or conditions, provision, or covenants of this
        Contract in any instance shall not be deemed or construed to be a waiver of any such term,
        condition, provision, or covenant for the future, or of any subsequent breach of same. All
        remedies, rights, undertaking, obligation, or agreement of either party.
     C. Amendments. This Contract may be modified or amended in writing signed by authorized
        signatories of the Contractor and University.
     D. Adverse Interests. During the term of this Contract and any renewals, the Contractor will not
        provide services nor enter into any agreement to provide services to a person or organization
        that has interests that are adverse to the University. If the University believes that the
        Contractor is violating this paragraph, the University will notify the Contractor in writing by
        certified mail. The University and the Contractor will meet and discuss the alleged violation
        within 30 days of such notice and, in good faith, seek a mutually acceptable resolution.
     E. Assignment. Contractor shall not assign or subcontract any of its rights or obligations under this
        Contract in whole or in part without prior written consent of the University. Any attempted
        assignment or subcontracting without consent shall be void and of no effect.

                                        XIX. COUNTERPARTS

This Contract may be executed in two counterparts, each of which shall be deemed an original, shall
constitute a Contract.

                                XX. STANDARD TERMS AND CONDITIONS

The State of Wisconsin reserves the right to incorporate standard State contract provisions into any
contract negotiated with any proposal submitted responding to this RFP (Standard Terms and Conditions
(DOA-3054) (See Appendix 1)and Supplemental Standard Terms and Conditions for Procurements for
Services (DOA-3681) (See Appendix 2)). Failure of the successful proposer to accept these obligations
in a contractual agreement may result in cancellation of the award.




                                                                                                        34
University of Wisconsin-Stout                                                            06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                 SECTION C
             PROPOSED CONTRACT FOR NOTEBOOK COMPUTER PROGRAM

                            XXI. EXECUTED CONTRACT SIGNATURE PAGE

        IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by the
        duly authorized representatives.

        CONTRACTOR                                   BOARD OF REGENTS OF THE
                                                     UNIVERSITY OF WISCONSIN SYSTEM


        By: ________________________________         ________________________________
        Printed name:                                Merri King
        Title:                                       Title: Senior Purchasing Agent

        Date: ______________________________         ________________________________




                                                                                                 35
University of Wisconsin-Stout                                                                     06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                               SECTION D
 
                                          ATTACHMENT #1
                                        VENDOR INFORMATION

1. BIDDING/PROPOSING COMPANY NAME: ______________________________________________

      FEIN: ______________________________ FAX: _____________________________________

      Phone: _____________________________ Toll Free Phone: ____________________________

      Address: _______________________________________________________________________

      City: _______________________________ State: ________ Zip +4: ______________________

2. Name of person we may contact in the event there is questions about your bid/proposal.

      Name: _____________________________ Title: _____________________________________

      Phone: _____________________________ Toll Free Phone: ____________________________

      Cell Phone: _________________________ e-Mail Address: _____________________________

      Address: _______________________________________________________________________

      City: _______________________________ State: ________ Zip + 4: _____________________

3. Vendor who is awarded this contract will be required to submit affirmative action information to the
   university. Please name the person in your company we may contact about this plan.

      Name: _____________________________            Title: _____________________________________

      Phone: _____________________________ Toll Free Phone: ____________________________

      Address: _______________________________________________________________________

      City: _______________________________ State: ________ Zip + 4: ______________________

4. Mailing Address where state purchase orders are to be mailed.

      Name: _____________________________ Title: ______________________________________

      Phone: _____________________________ Toll Free Phone: ____________________________

      Address: _______________________________________________________________________

      City: _______________________________ State: ________ Zip + 4: ______________________

                                    RETURN THIS PAGE WITH RFP

                                                                                                          36 
 
University of Wisconsin-Stout                                                     06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                       SECTION D
 
                                     ATTACHMENT #2
                                   VENDOR REFERENCE


Company 1 Name: ____________________________________________________________________

Address (include Zip +4): _______________________________________________________________

Contact Person: _________________________________ Phone: ______________________________

Products and/or Services used: __________________________________________________________

___________________________________________________________________________________


Company 2 Name: ____________________________________________________________________

Address (include Zip +4): _______________________________________________________________

Contact Person: _________________________________ Phone: ______________________________

Products and/or Services used: __________________________________________________________

___________________________________________________________________________________


Company 3 Name: ____________________________________________________________________

Address (include Zip +4): _______________________________________________________________

Contact Person: _________________________________ Phone: ______________________________

Products and/or Services used: __________________________________________________________

____________________________________________________________________________________




                                RETURN THIS PAGE WITH RFP




                                                                                       37 
 
University of Wisconsin-Stout                                                      06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                       SECTION D
 
                                    ATTACHMENT #3
                                 CREDIT LINE REFERENCE


Bank 1 Name: ________________________________________________________________________

Address: (include Zip +4): _______________________________________________________________

Contact Person: _____________________________ Toll Free Phone:. ________________________

Cell Phone #: _______________________________ e-mail: __________________________________

Products and/or Services used: __________________________________________________________

____________________________________________________________________________________


Bank 2 Name: ________________________________________________________________________

Address: (include Zip +4): _______________________________________________________________

Contact Person: _____________________________ Toll Free Phone # _________________________

Cell Phone #: _______________________________ e-mail: __________________________________

Products and/or Services used: __________________________________________________________

____________________________________________________________________________________


Bank 3 Name: ________________________________________________________________________

Address (include Zip +4): _______________________________________________________________

Contact Person: _____________________________ Toll Free Phone #: _________________________

Cell Phone #: _______________________________ e-mail: __________________________________

Products and/or Services used: __________________________________________________________

____________________________________________________________________________________




                                RETURN THIS PAGE WITH RFP

                                                                                        38 
 
University of Wisconsin-Stout                                                     06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                       SECTION D
 
                                      ATTACHMENT #4
                                   BIDDER INFORMATION


Contractor: __________________________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________

Ordering/Expediting: ___________________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________

Invoice Information: ___________________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________

Contract Renewal/Cancellation: __________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________

Contract Problems: ____________________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________

Returns: ____________________________________________________________________________

Phone #: ___________________________________ Fax #: __________________________________

E-Mail: ____________________________________




                                RETURN THIS PAGE WITH RFP

                                                                                       39 
 
University of Wisconsin-Stout                                                                      06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                               SECTION D
 
                                    ATTACHMENT #5
               DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Request for Proposal # _________MM includes
proprietary and confidential information which qualifies as a trade secret, as provided in Section 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. 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.

This does not apply to bid or proposal prices. Prices are always open. Other information usually 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, devise,
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. Failure to include this form in the bid/proposal response may mean that all information
provided as part of the bid/proposal response will be open to examination and copying. The state
considers other markings of confidential in the bid/proposal document to be insufficient. The undersigned
agrees to hold the state harmless for any damages arising out of the release of any materials unless they
are specifically identified above.

___________________________________________ _______________________________________
Name Authorized Representative                     Company Name

___________________________________________ _______________________________________
Signature Authorized Representative                Date



                                    RETURN THIS PAGE WITH RFP


                                                                                                         40 
 
University of Wisconsin-Stout                                                                                   06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                               SECTION D
 
                                                            ATTACHMENT #6
                                                        VENDOR AGREEMENT
                                         Wisconsin’s Cooperative Purchasing Service (DOA-3333)

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 the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

         •   will contact the contractor directly to place orders referencing the state agency contract number; and
         •   are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment
             directly to the contractor.

The 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.

The 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 should 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)                                     City                                   State        ZIP + 4

Commodity/Service                                                                           Request for Bid/Proposal Number




                                                   RETURN THIS PAGE WITH RFP

                                                                                                                                           41 
 
University of Wisconsin-Stout                                                                                06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                    SECTION E
                                                   APPENDIX #1

                    STANDARD TERMS AND CONDITIONS (DOA-3054)

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.
       The State of Wisconsin shall be the sole judge of equivalency. Bidders/vendors 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/vendor'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/vendors 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 the State of Wisconsin.

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

5.0    DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

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

       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 that are demonstrated to be industry wide. 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 con-
              ditions 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 the State of Wisconsin are not governed by the Unfair Sales Act.

8.0    ACCEPTANCE-REJECTION: The State of Wisconsin 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 the State of Wisconsin.

       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.




                                                                                                                        42
University of Wisconsin-Stout                                                                             06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                   SECTION E
                                                  APPENDIX #1

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

       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: This contract shall be governed under the laws of the State of Wisconsin. The
       contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and
       regulations which are in effect during the period of this contract and which in any manner affect the work or
       its conduct. The State of Wisconsin reserves the right to cancel any contract with a federally debarred
       contractor or a contractor which is presently identified on the list of parties excluded from federal
       procurement and non-procurement contracts.

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

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 the State of Wisconsin.

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


                                                                                                                     43
University of Wisconsin-Stout                                                                             06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                   SECTION E
                                                  APPENDIX #1

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

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

22.0   WARRANTY: Unless otherwise specifically stated by the bidder/vendor, equipment purchased as a result of
       this request shall be warranted against defects by the bidder/vendor 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 the State of Wisconsin 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) that
              might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars
              ($1,000,000) liability for bodily injury and property damage including products liability and completed
              operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are
              used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per
              occurrence combined single limit for automobile liability and property damage.

       23.3   The state reserves the right to require higher or lower limits where warranted.

24.0   CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part
       without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms,
       conditions, and specifications of this contract.

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

26.0   PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the
       solicitation, submission, review, and approval of procurement activities.

       Bid/proposal openings are public unless otherwise specified. Records may not be available for public
       inspection prior to issuance of the notice of intent to award or the award of the contract.

27.0   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.




                                                                                                                    44
University of Wisconsin-Stout                                                                              06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                    SECTION E
                                                   APPENDIX #1

       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 by copyrighted or patented. All data, docu-
              mentation, and innovations become the property of the State of Wisconsin.

       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/vendors 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.

28.0   DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate
       family, or any organization in which a state public official or a member of the official's immediate family owns
       or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment
       of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by
       the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the
       contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601,
       Madison, Wisconsin 53703 (Telephone 608-266-8123).

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

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

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

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

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 that
       desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division
       of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 266-3590.




                                                                                                                      45
6/2/08University of Wisconsin-Stout                                                                         06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                    SECTION E
                                                   APPENDIX #2


                      Supplemental Standard Terms and Conditions
                      for Procurements for Services (DOA-3681)

1.0   ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful
      contractor will become contractual obligations if procurement action ensues.

2.0   CERTIFICATION OF INDEPENDENT PRICE DETERMINATION:                            By signing this bid/proposal, the
      bidder/vendor certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organi-
      zation, that in connection with this procurement:

      2.1    The prices in this bid/proposal have been arrived at independently, without consultation,
             communication, or agreement, for the purpose of restricting competition, as to any matter relating to
             such prices with any other bidder/vendor or with any competitor.

      2.2    Unless otherwise required by law, the prices which have been quoted in this bid/proposal have not
             been knowingly disclosed by the bidder/vendor and will not knowingly be disclosed by the
             bidder/vendor prior to opening in the case of an advertised procurement or prior to award in the case
             of a negotiated procurement, directly or indirectly to any other bidder/vendor or to any competitor; and

      2.3    No attempt has been made or will be made by the bidder/vendor to induce any other person or firm to
             submit or not to submit a bid/proposal for the purpose of restricting competition.

      2.4    Each person signing this bid/proposal certifies that: He/she is the person in the bidder's/vendor's
             organization responsible within that organization for the decision as to the prices being offered herein
             and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3
             above; (or)

             He/she is not the person in the bidder's/vendor's organization responsible within that organization for
             the decision as to the prices being offered herein, but that he/she has been authorized in writing to act
             as agent for the persons responsible for such decisions in certifying that such persons have not
             participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent
             does hereby so certify; and he/she has not participated, and will not participate, in any action contrary
             to 2.1 through 2.3 above.

3.0   DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

      3.1    Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that
             no relationship exists between the potential contractor and the procuring or contracting agency that
             interferes with fair competition or is a conflict of interest, and no relationship exists between the
             contractor and another person or organization that constitutes a conflict of interest with respect to a
             state contract. The Department of Administration may waive this provision, in writing, if those activities
             of the potential contractor will not be adverse to the interests of the state.
      3.2    Contractors shall agree as part of the contract for services that during performance of the contract, the
             contractor will neither provide contractual services nor enter into any agreement to provide services to
             a person or organization that is regulated or funded by the contracting agency or has interests that are
             adverse to the contracting agency. The Department of Administration may waive this provision, in
             writing, if those activities of the contractor will not be adverse to the interests of the state.

4.0   DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin
      employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a
      contractor by the same or another State of Wisconsin agency where the individual receives more than
      $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply
      to individuals who have full-time appointments for less than twelve (12) months during any period of time that
      is not included in the appointment. It does not include corporations or partnerships.

5.0   EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the
      State of Wisconsin, including any department, commission or board thereof, to provide services relating to this



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6/2/08University of Wisconsin-Stout                                                                        06/03/08
Menomonie, WI 54751
RFP#81749-MK
                                                   SECTION E
                                                  APPENDIX #2

      agreement without the written consent of the employing agency of such person or persons and of the
      contracting agency.

6.0   CONFLICT OF INTEREST: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and
      181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

7.0   RECORDKEEPING AND RECORD RETENTION: The contractor shall establish and maintain adequate
      records of all expenditures incurred under the contract. All records must be kept in accordance with generally
      accepted accounting procedures. All procedures must be in accordance with federal, state and local
      ordinances.

      The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent
      records or documents relating to any contract resulting from this bid/proposal held by the contractor. The
      contractor will retain all documents applicable to the contract for a period of not less than three (3) years after
      final payment is made.

8.0   INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers,
      agents, and employees, in the performance of this agreement shall act in the capacity of an independent
      contractor and not as an officer, employee, or agent of the state. The contractor agrees to take such steps as
      may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent
      contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the
      state.




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