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					UNIVERSITY OF WISCONSIN                           PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                     PAGE 1 OF 52




                      A REQUEST FOR PROPOSAL (RFP)
                               (ABRIDGED)


                                RFP # 01-5580

                  For: UNIVERSITY OF WISCONSIN – Madison


             Maintenance, Repair and Operational Supplies
                                Issued by:
                          STATE OF WISCONSIN
                    UNIVERSITY OF WISCONSIN - Madison
                         PURCHASING SERVICES
                            September 15, 2000
UNIVERSITY OF WISCONSIN                                                 PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                           PAGE 2 OF 52

      Section 2: General Information


2.1   Purpose


      The purpose of this Request for Proposal (RFP) is to solicit proposals from interested MRO suppliers
      and to award a prime vendor contract for MRO supplies for University of Wisconsin-Madison (UW–
      Madison). It is also the intent that the awarded contract be optionally available for any UW-System
      campus and any State of Wisconsin Agency, municipality and school district that chooses to use it to
      procure MRO products not otherwise contracted. (For the purposes of this RFP, if the term “State
      Agency” is used, Proposers should include other UW-System campuses, municipalities and school
      districts in that definition as potential participants in this contract). The products and product
      categories which will be included in the awarded contract will be determined based on the evaluation
      of the prices offered as they relate to prices generally available through other contracting means.
      The selection of which products are included in the award will be at the sole discretion of UW-
      Madison. Once such products are awarded, UW-Madison shall commit to purchasing the awarded
      products for the duration of the Agreement, with the exception of those special circumstances
      identified in the Special Conditions of RFP Section of this RFP document.

      For the purposes of this RFP, the UW-Madison has defined specific terminology that will be used
      throughout. Definitions are provided under Attachment D.2-“Definitions”.

      The Contractor must have the ability to conduct business electronically using the Internet (TCP/IP)
      and provide UW-Madison Departments with the ability to search product catalogs and place orders
      via the Internet. Facsimile, telephone orders, purchasing cards and hard copy orders must also be
      acceptable at the option of the customer.

      Model 2 is designed to cover the needs of all State of Wisconsin agencies and UW-System
      Campuses, municipalities and school districts through direct vendor to customer delivery, as occurs
      now.


      Overview of Model 2- Traditional
       Product is ordered via Web, Purchase Order, Blanket Orders, or by phone/fax/web with
         purchasing card.
       Product is delivered to individual locations per order instructions
       Invoices are sent as instructed per individual order or processed on a purchasing card payment.
       Payment is remitted within an offered discount period, otherwise within 30 days.
       Point of contact for problem resolution is associated with each individual order location.
       Point of contact for product pickups and returns is associated with each individual order location.

2.2   Current Operations


      Maintenance, Repair and Operating Supplies (MRO) are currently purchased by UW-System
      Campuses and other State Agencies through a variety of means and suppliers. In particular, UW-
      Madison purchases in excess of $500,000 in MRO products.

2.3   Commitment to Purchase


      No specific dollar amounts or quantities are guaranteed to be purchased. Proposals that require
      purchase of a specific quantity or dollar value shall be disqualified. Except as noted below, the UW-
      Madison will commit to using the resulting contract to purchase all those products carried by the
      Contractor in the categories awarded. Other UW-System campuses and State agencies may
      purchase from the awarded Contractor on a convenience basis, but make no similar commitments to
UNIVERSITY OF WISCONSIN                                                PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                          PAGE 3 OF 52

     purchase. Any products under existing State contract cannot be awarded until expiration of those
     existing agreements.

     Subsequent to award of a contract, the UW-Madison campus reserves the right in any case:

     2.3.1   To solicit alternative quotes and purchase product that is available on the open market for
             significantly less, as determined by UW-Madison, than the contracted products with the
             awarded Contractor.
     2.3.2            To purchase any of the contracted products from a minority supplier if the contracted
             vendor is unable to meet the UW-Madison minority participation goal of 5%. This includes
             hosting of the competing minority company products on the UW-Madison’s E-commerce site.
     2.3.3   To determine specific manufacturer brand needed and to purchase elsewhere if that brand is
             not available from the contractor.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                             PAGE 4 OF 52


      Section 4: Proposer Qualifications and Minimum Contract Requirements

4.1   Contract Terms and Conditions


      A contract will be awarded based on the criteria established in this RFP. The terms and conditions of
      the contract will minimally contain:

      6.2.2   The UW-Madison Standard Terms and Conditions of Contract as provided in Attachment C.
      6.2.3   The Proposer Qualifications and Minimum Requirements identified in this Section #4.
      6.2.4   The Proposer’s commitments identified in their responses to Section 5 titled, “Requirements
              of all Proposals”.
      6.2.5   Any finally negotiated terms and conditions.

4.2   Term of Agreement


      The contract effective date shall commence upon validation of electronic commerce capabilities as
      required in this RFP. The initial Contract Term shall be for one year from the contract effective date,
      with the option of four one year renewal periods.

      This contract shall automatically be extended into its second through fifth years unless the Contract
      Administrator is notified in writing by the Contractor; or the Contractor is notified by the Contract
      Administrator in writing 45 calendar days prior to expiration of the initial and/or succeeding contract
      period(s).

4.3   Administrative Support


      4.3.1 Staffing
      Contractor must provide knowledgeable individuals, acceptable to the UW-Madison, who will provide
      the following administrative support functions:

         A Contract Administrator to act with full authority on the Contractor’s behalf in all matters
          pertaining to the UW-Madison.
         Account Representatives/Assistants in sufficient numbers to appropriately service this contract
          and who have a thorough knowledge of the Contractor’s MRO products. Such staff shall be able
          to address contract problems, invoice information, ordering/expediting, returns and
          product/pricing inquiries.
         Necessary Information Technology staff with experience in trouble shooting and problem solving,
          and knowledgeable in the design and implementation of applications on the Internet. The IT staff
          must cooperatively meet with UW-Madison assigned IT staff and cooperatively strategize on
          implementing the best technology solutions to meet the UW-Madison’s E-commerce goals.
         Proposer must designate a person(s) to provide information to the UW-Madison in regard to the
          Contractor’s Affirmative Action plans and Minority Business Participation.

          4.3.2        Performance Meetings
      The Account Representative and/or Vendor Contract Administrator must be available to meet
      quarterly (required) and upon request (as needed) with the Universities Contract Administrator and
      the MRO Contract Management Committee to evaluate contract implementation and performance
      and to identify continuous improvement or market innovations. Frequency of these meetings may be
      modified by agreement with both parties, or upon demand by the UW-Madison.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                             PAGE 5 OF 52


     4.3.3 Toll Free Support
     A toll free telephone number must be staffed by the Account Services Assistant(s) to respond to
     questions on products, orders, deliveries and provide technical support as needed based on a 5 day-
     “normal Business hours” schedule. The Account Services Representative/Assistant(s) must be
     available from the hours of 7:00 AM to 4:30 PM CST/CDT. The Contractor’s online ordering system
     must be available 7 days a week.

     4.3.4 Staff Training
     Contractor shall provide any necessary training for UW-Madison staff necessary to implement and
     maintain this contract. The initial and ongoing staff training program shall include, but not be limited
     to a written training plan and procedures; on-site demonstrations for catalog access; order
     placement, and invoice processing. All training shall be provided at no additional cost. All training
     must be coordinated through UW-Madison’s Contract Administrator, or his/her designee.

     4.3.5 Marketing Efforts
     The Contractor shall provide the following minimum Marketing Support:

        Contractor must organize, coordinate and commit manufacturers representatives to provide
         technical support and display products at a MDS /Purchasing Product Show(s) held a minimum
         of once a year for a one day period at facilities to be determined.
        Arrange for product samples, demonstrations, product literature, and other informational support
         within the conditions and limitations further defined in Section 4.16
        Assist UW-Madison in preparing Marketing tools to promote the contract relationship.

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

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

     4.3.7 Reporting
     The Contractor and UW-Madison Contract Administrator shall cooperatively identify useful reports
     and determine the frequency of providing such reports. The Contractor shall additionally provide any
     pertinent reports requested by UW-Madison Contract Administrator that can be extracted from the
     Contractor’s databases through their reporting and query software tools. Minimally, the Contractor
     must be able to produce upon request:

        Annual, semi-annual or quarterly customized reports on purchases of certain products to assist
         the UW-Madison with any environmental compliance and reporting. The reports are to include
         (as applicable): ship to address, chemical name, CAS number, concentration of each chemical
         component, MSDS information, manufacturer and manufacturers stock number.
        Periodic reports identifying the Contractor’s fill rate for all orders placed by MDS and for orders
         placed by others pursuant to an awarded contract.
        Periodic reports identifying all sales activity sorted by any identifiable field in the Contractor’s
         database. Contractor must be capable of producing product specific sales history for a minimum
         period of 5 years.
UNIVERSITY OF WISCONSIN                                                    PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                              PAGE 6 OF 52


4.4   Authorized Distributor


      For all products sold, Contractor must be an original manufacturer, authorized distributor, or dealer
      authorized by manufacturer. If requested, successful Contractor must be able to identify account
      number with manufacturers represented.

4.5   Warranties


      Products sold will have a full warranty (parts and labor) for either one year, or the duration of the
      manufacturer’s standard warranty, whichever is greater.

4.6   No Purchase Guarantee


      No specific dollar amounts or quantities are guaranteed to be purchased. Proposals that require
      purchase of a specific quantity or dollar value shall be disqualified. Except as noted below, the UW-
      Madison will commit to using the resulting contract to purchase all those products carried by the
      Contractor in the categories awarded. Other UW-System campuses and State agencies may
      purchase from the awarded Contractor on a convenience basis, but make no similar commitments to
      purchase.

      Subsequent to award of a contract, the UW-Madison campus reserves the right in any case:

      6.2.2   To solicit alternative quotes and purchase product that is available on the open market for
              significantly less, as determined by UW-Madison, than the contracted products with the
              awarded Contractor.
      6.2.3   To purchase any of the contracted products from a minority supplier if the contracted vendor
              is unable to meet the UW-Madison minority participation goal of 5%. This includes hosting of
              the competing minority company products on the UW-Madison’s E-commerce site.
      4.6.3   To determine specific manufacturer brand needed and to purchase elsewhere if that brand is
              not available from the contractor.

4.7   FOB and Freight Charges


      All product shipped pursuant to a resulting contract, shall be FOB Destination.

      All pricing for product ordered through MDS (Model #1) shall be inclusive of all freight and insurance
      costs (Freight Prepaid and allowed). Freight costs for all other shipments shall be in accordance with
      awarded Contractor’s proposal.

4.8   Electronic Commerce and Tracking Requirements


      The Contractor must have the capability to conduct business via electronic commerce over a secure
      website.

      The Contractor’s ordering system shall notify, at the time of the order, any items which cannot be
      filled regardless of reason. Summaries of unfilled orders shall be provided to the UW-Madison
      Contract Administrator on a monthly basis for the purposes of tracking.
UNIVERSITY OF WISCONSIN                                                      PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                                PAGE 7 OF 52


      The Contractor will be required to provide the UW-Madison, at no cost, linking and interfacing with
      the UW-Madison E-commerce system. Initially this means the Contractor’s site must:

      6         Validate the user as a customer of MDS (using the UW assigned login and password);
      7         Use the shipping and invoice data identified by the UW assigned logon for all shipping and
          billing information.
      8         For security purposes, this data may not be edited by the user.
      9         Provide file transfers of shipping and billing information in a format that will allow integration
          with the MDS E-commerce system.

      Subsequently, the Contractor will cooperate with the UW-Madison MDS operation to integrate our
      data systems through use of XML or newer generation protocol that will support seamless integration
      of identified data between the Contractor’s and UW-Madison E-commerce systems.

      Contractor shall also cooperate with UW-Madison in development and implementation of bar-code
      applications to facilitate accountability and cross-docking efficiencies.

      The UW-Madison will not be responsible for any costs incurred by the Contractor for development of
      any electronic commerce system for this contract.

4.9   Packaging and Labeling


      4.9.1   The UW-Madison is committed to recycling and reuse of packaging materials. Currently
              there is a recycling program for starch and polyurethane packing peanuts in place. The UW-
              Madison’s preference is to receive starch peanuts whenever possible. The Contractor shall
              not use INSTAPAK or mix starch and polyurethane peanuts under any circumstances.

      6.2.2   Each product shall be separately pre-packed in accordance with commercially accepted
              methods. Small products may be packaged in protective envelopes (Mail-Lite or Bubble-Jet
              packs). All orders must be individually packed and/or wrapped. Multiple orders to the same
              customer account number may be boxed, banded or shrink-wrapped together.

      4.9.3   Each order must have a packing label affixed to each package which contains the following
              information:

                                                              For Model #2 (Traditional)

                                                              Purchase Order, Purchasing Card #, or other
                                                              Specified Reference Number
                                                              Ship to address and Attention Line
                                                              Order Date


      4.9.4   Each order shall have a packing slip listing each product on the order, including the stock
              number or manufacturer’s number, quantity, description, and must indicate any back ordered
              products.

      4.9.5   Package labels and packing slips for purchasing card orders must indicate “Paid” or “Credit
              Card Order” or other language to identify that no payment is due.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                             PAGE 8 OF 52


4.10   Chemical/Hazardous Material


       Material Safety Data Sheets (MSDS) are required by law to be provided for hazardous materials with
       the item(s)/packages(s) when shipped to the final destination (refer to OSHA 1910.1200 and #20 of
       the Standard Terms and Conditions in Attachment C. In addition, electronic access to the
       contractor’s complete MSDS information database is required to be available at no cost to the UW-
       Madison departments (users, contract administrator or Environmental Health and Safety Department
       personnel). Electronic access to the MSDS information can be accomplished via at least one of the
       following options:

       6.2.2   Provide access to contractor’s complete MSDS database via the Worldwide Web to be
               hosted on contractor’s site at no additional cost to the Department.
       6.2.3   Working with, UW-Madison Purchasing to incorporate the contractor’s complete MSDS
               database information within the UW-MSDS database at no additional cost to the UW-
               Madison, or
       6.2.4   Provide the complete MSDS database information on CD-ROM’s for individual and for
               network installations at no cost to any user, contract administrator or Environmental Health
               and Safety personnel from departments who requests them.

       Electronic access to contractor’s complete MSDS database shall be provided to all users within the
       departments who request to participate. Because electronic access to MSDS information is required
       to be provided as described above, contractor will not be required to send the second MSDS
       hardcopy with the invoice as specified in the Standard Terms and Conditions.

4.11   Order-Filling and Deliveries


       4.11.2 Schedule for Shipment for Other Orders (Model#2)
       Orders not placed via MDS shall ship within 24 hours of order placement via the means indicated by
       the Purchaser, five days per week, Monday through Friday.

       4.11.3 Acceptable Carriers
       Shipments must be made using vehicles owned and/or managed by the Contractor or by common
       carriers with parcel tracking abilities. Vehicles over 30 feet in length may not be used on some areas
       of the UW-Madison campus.

       4.11.4 Back-orders
       Contractor must fill backorders for all products within five working days of the original scheduled
       delivery. Backorders are not to be cancelled without prior approval of the ordering Department.
       Backorders shall be shipped via overnight delivery service at no cost to the ordering department. It
       shall be the Contractor’s responsibility to acquire merchandise from a secondary distribution center if
       the primary distribution center is out of stock, if requested. Any and all additional costs involved in
       acquiring a backordered product shall be the Contractor’s responsibility. In the event any product is
       on backorder from the manufacturer, the Contractor shall be held responsible for locating and
       delivering an acceptable alternate product, if requested.

       4.11.5 Packing
       All orders must be picked, packed, wrapped, labeled, and delivered in the most efficient manner (four
       way pallet, exchanged hampers or cages). Multiple packages may be banded or shrink-wrapped on
       a single pallet. All hazardous materials must be picked, packed, wrapped, labeled, sorted and
       shipped per all Federal and State regulations.

       4.11.6 Acceptance
       Acceptance of orders and signature, based upon piece count and manifest, does not represent a
       transfer of responsibility to the Department for the content of each package. In the event of shortage,
       overage, or damage within the packages, the Contractor shall accept the Department documentation
       for resolution.
UNIVERSITY OF WISCONSIN                                                    PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                              PAGE 9 OF 52


       4.11.7 Substitution
       Substitutions of alternative products to stock and model numbers and manufacturer specific products
       are only acceptable if prior approval is received from the ordering Department. The ordering
       department reserves the right to refuse and/or return any item substituted without this prior approval.

4.12   Return Policy


       Products damaged, duplicated, incorrectly ordered or shipped shall be replaced or picked up by the
       Contractor at no cost and a credit issued (if applicable) within five working days of notification.
                                                                                                        nd
       Ownership shall pass to the Ordering Agency if Contractor fails to pick up within 5 days of 2
       notification.

       Contractor shall not be allowed to make gifts of any products to any Department or UW-Madison
       employee under any circumstances, but may allow the ordering department/agency to keep damaged
       or incorrectly shipped product.

       For MDS orders only (Model #1), all returns shall be coordinated through MDS for MDS delivered
       product. For products ordered through MDS but delivered directly by the Contractor, the individual
       department will coordinate returns.

       All other returns (Model #2) shall be coordinated through the individual Department or Agency.

4.13   Prices


       Prices will be based on the percentage discount from catalog pricing that is provided in the Proposal
       from the awarded Contractor for each model of business identified in this RFP (Model #1 and Model
       #2). List prices may only be adjusted semi-annually. If Contractor produces multiple “list price”
       publications, then Contractor must use the same published price list as was used to price their
       proposal. As new pricers, (January, July), are published, it is the responsibility of the Contractor to
       deliver one (1) hard copy to the Contract Administrator within five days of publication, or an electronic
       version if preferred by the Contract Administrator. Additional copies are to be delivered to each State
       agency upon request. Invoices shall be audited based on the most current pricer on file with the
       Contract Administrator on the date of the order.

       4.13.2 For Other Orders
       Prices include all handling, packing, and insurance. Freight charges are pursuant to contractors
       Proposal.
UNIVERSITY OF WISCONSIN                                                    PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                              PAGE 10 OF 52


4.14   Order Fill Rates


       Contractor must maintain a minimum 95% or better fill rate for cataloged items. This will be on a line
       item basis, from the primary distribution center for products sold under this contract (see Section 37,
       item 8). The UW-Madison reserves the right to inspect any facilities used to support this Contract.

4.15   Catalogs


       Contractor must have web based catalog(s) and be able to deliver hard copies, CD ROM, or
       electronic media copies of the most current catalog to each individual Department, Campus, or
       Agency upon request.

4.16   Samples and Demos


       Contractor shall provide samples at no charge when requested and available from the manufacturer
       with no obligation to purchase. Any demonstration equipment shall be provided at the sole risk of the
       Contractor and shall be insured by the Contractor for all losses (self insurance acceptable).

4.17   Invoicing


       1.3     For Other Orders (Model #2)
       The Contractor, at the request of each individual agency, will be required to submit invoices daily,
       weekly, or monthly in either a paper or electronic format. The invoice will be processed for payment
       within 30 days of receipt. Each invoice shall include the following:

       6       State of Wisconsin purchase order number and delivery location
       7       Contractor’s catalog number (if applicable)
       8       Complete product description, including manufacturer’s name and product number
       9       Quantity, List, discount and net price per the Contract


4.18   Purchasing Card Purchases


       The UW-Madison and the State of Wisconsin have implemented a purchasing card program for
       purchases up to $5,000.00. The use of these cards will enable the State to reduce the volume of
       purchase orders issued and supplier invoices that must be processed.

       Contractor participation in this program is a requirement of this contract for departments wishing to
       use purchasing cards in Model 2.

       If your company already accepts VISA, you may not need to do anything more. If you do not accept
       VISA, contact your local banking institution to be set up as a merchant, or contact the State’s
       Purchasing Card Coordinator, Bertha Voigt, at (608) 267-9453.

4.19   Work Center Program
       The successful Proposer must agree to work with the State Bureau of Procurement to satisfy the
       State’s obligation to purchase goods and services produced by work centers certified under the State
       Use laws, s.16.752, Wis. Stat. This may result in requiring the successful Proposer to include MRO
       supply items provided by work centers in its catalog, offerings, and inventory to the UW-Madison.
       Examples of items involved for this contract include brooms, mops and floor cleaning pads which are
       all available from existing work centers. For further information, see the website:
       http://vendornet.state.wi.us/vendornet/swc/workctr.asp
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                             PAGE 11 OF 52

4.20   New, Additional, and Discontinued Products

       New or additional related products may be added to this Contract at the discretion of the Contract
       Administrator, at discounts commensurate with similar items. Contractor shall notify the Contract
       Administrator and each Department of discontinued items at the time of the order.

4.21   Contract Administrator


       Any correspondence, price lists or other documents must include reference to Contract number 01-
       5580 and be sent to the Contract Administrator, 750 University Avenue, Madison, WI. 53706-1490.
       The Contract Administrators are authorized to give the approvals required under this contract on
       behalf of the UW-Madison.

       The Contract Administrators for the UW-Madison are:

                                       Vint Quamme/William Sutton
                                         UW-Madison Purchasing
                                            750 University Ave.
                                         Madison, WI 53706-1490

       For Model 1 Only, Daily operational issues for MDS, will be handled by MDS and contractors’ staff.

       For Model 2 only, Daily operational issues will be handled at each individual Department level.

4.22   Subcontractors


       The Contractor shall 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 Contractor must clearly explain their participation.

4.23   News Releases


       News releases pertaining to this Contract or any part of RFP 01-5580 shall not be made without the
       prior written approval of the Contract Administrator.

4.24   Hold Harmless


       UW-Madison agrees to provide liability protection for its officers, employees and agents while acting
       within the scope of their employment. The UW-Madison 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 or omissions of any of the
       officers, employees or agents of the UW-Madison while acting within the scope of their employment
       where protection is afforded by SS. 893.82 and 895.46(1), Wis. Stats.

       The contractor agrees to hold harmless the University 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 or omissions of any of the officers, employees or agents of the Contractor while acting within
       the scope of their employment where protection is afforded by SS. 893.82 and 895.46(1), Wis. Stats.

4.25   Smoke Free Environment
UNIVERSITY OF WISCONSIN                                                     PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                               PAGE 12 OF 52

       All UW-Madison Department buildings where this work is to be performed are smoke-free buildings.
       No smoking is permitted.

4.26   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.

4.27   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 UW-Madison. If the UW-Madison believes that the Contractor is violating this condition, the
       UW-Madison will notify the Contractor in writing by certified mail. The UW-Madison 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. The only remedy available to the UW-Madison shall be
       termination of this agreement.

4.28   Contract Termination


       Contract Termination may occur for the following reasons:

       6.2.2   Shall either party fail to perform under the material terms 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 ten working 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 five working days written notice. Performance failure can be defined as
               but not limited to: Consistent and ongoing back orders, consistent and ongoing performance
               issues related to the Internet access to the Contractors website catalog and ordering system,
               failure to provide proper sales and technical support of the contract, improper and
               inconsistent substitution of products ordered or failure to provide any of the conditions of the
               Specifications, Standard Terms and Conditions or Special Terms and Conditions of the
               resulting contract.
       6.2.3   Failure to maintain the required Certificates of Insurance, Permits, and Licenses, shall be
               cause for Contract termination. If the Contractor fails to maintain and keep in force the
               insurance as provided in #22 of the UW-System Administration Standard Terms and
               Conditions, the UW-Madison has the right to cancel and terminate the Contract without
               notice.
       6.2.4   Failure to adhere to all Federal and State regulations regarding the handling of hazardous
               materials.
       6.2.5   Failure to provide Material Safety Data Sheets (MSDS) as defined in Section 11 of this RFP
               and Section 20 of the UW Purchasing’s Standard Terms and Conditions.
       6.2.6   If at any time a petition in bankruptcy shall be filed against the Contractor and such petition is
               not dismissed within 90 calendar days, or if a receiver or trustee of Contractor's property is
               appointed and such appointment is not vacated within 90 calendar days, the UW-Madison
               has the right, in addition to any other rights of whatsoever nature that it may have at law or
               inequity, to terminate this contract by giving 90 calendar days notice in writing of such
               termination.
       6.2.7   If at any time the contractor performance threatens the health and/or safety of the UW-
               Madison, the UW-Madison has the right to cancel and terminate the Contract without notice.
UNIVERSITY OF WISCONSIN                                                     PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                               PAGE 13 OF 52


Attachment #D.2
                                                 Definitions

The following definitions are used throughout this Contract RFP document:

Backorder:                      The portion of an order which the Contractor does not deliver at the
                                scheduled time and ships at a later date.

Bidder/Proposer:                Any firm or individual submitting a RFP in response to this Request for
                                Proposal.

Brand Name:                     A trademark or distinctive name identifying a product or a manufacturer.

Bulk Delivery:                  Delivery by the contractor of products to be used for on-going needs to
                                central storage areas (including UW MDS) as opposed to products which
                                are delivered on an as needed basis.

CAS:                            Chemical Abstract Service number.

Catalog:                        A complete enumeration of products arranged systematically with
                                Descriptive details.

Contractor:                     The successful Proposer awarded a contract.

Controlled Substance:           Drugs controlled by the DEA.

Core Stock products:            Those products, (SKU’s), maintained within any participating customer
                                inventory.

DEA:                            Drug Enforcement Agency.

DNR:                            Department of Natural Resources.

EFT:                            Electronic Funds Transfer

Electronic Catalog:             A catalog that is or will be accessible through the Internet.

EPA:                            U.S. Environmental Protection Agency.

Equipment:                      Any non-supply item with a list price of $5000.00 or more.

Fill Rate:                      The number of orders where all issues per line are filled from the primary
                                distribution center, divided by the total number of orders and expressed as a
                                percentage.

Federal Agency:                 Federal government agencies located in the State of Wisconsin.

House Brand:                    A product sold by a manufacturer to a distributor and then sold by the
                                distributor under their own name.

MDS:                            Material Distribution Services of UW Madison (formerly State Consolidated
                                Stores (SCS). MDS is a supply reseller with authority to sell products to UW
                                System Campuses, state and federal agencies, Wisconsin municipalities
                                (cities, counties, villages) and school districts. MDS delivers to customers in
                                the greater Madison metropolitan area within 24 hours of receipt of order,
                                and ships via common carrier to customers statewide.
UNIVERSITY OF WISCONSIN                                                   PROPOSAL NO.: 01-5580
MADISON, WISCONSIN 53706-1490                                             PAGE 14 OF 52

MIS:                            Management Information Specialist.

MRO:                            Maintenance, Repair and Operating Supplies

MSDS:                           Material Safety Data Sheet.

Non-stock products:             Any products available from the general catalog which are not part of the
                                UW-Madison core stock products.

Prime Vendor:                   A Contractor in a business partnership with the State of Wisconsin to supply
                                a broad range of products and supplies while also providing additional
                                required associated business services.

Proposer:                       Any firm or individual submitting a RFP in response to this Request for
                                Proposal.

RFP:                            Request for Proposal

SKU:                            Stock keeping unit.

State:                          For the purposes of this Request for Proposal, State is defined as the State
                                of Wisconsin. When used to describe eligible purchasers or participants in
                                this contract, the reference would include UW-Systems campuses, State of
                                Wisconsin Departments or agencies and municipalities and school districts
                                in Wisconsin.

State Agency:                   Any agency, board, commission, or entity created by State of Wisconsin
                                statute or executive order. For the purposes of this RFP, UW Systems
                                Campuses, municipalities and school districts are eligible to purchase from
                                the resulting contract.

Supply and Equipment Catalog:
                           A Proposer’s catalog of products which contains a listing of all supply and
                           equipment items being offered by the Proposer for consideration as
                           additional related items that may be used with the products or items being
                           purchased.

Supply and Equipment List Price Book:
                             A publication issued by the contractor to provide current product list prices to
                             their dealer network.

TCP/IP:                         Transmission Control Protocol/Internet Protocol

University:                     When used, refers to the University of Wisconsin-Madison, (UW-Madison).

UW-System:                      Any University campus organized under the Board of Regents of the
                                University of Wisconsin System.

XML:                            Extensible Markup Language

				
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