State of WisconsinDOA-3261 (R08/2003)s.16.75, Wis. StatutesPROPOSALS MUST BE SEALED AND ADDRESSED TO:

AGENCY ADDRESS:Department of AdministrationDivision of Enterprise OperationsSBOP/CAPS101 East Wilson Street, 6th FloorMadison, WI 53703

If using PO Box, P.O. Box 7869, 53707-7869

Proposal envelope must be sealed and plainly marked in lower corner with due date and Request for Proposal. Late proposals will be rejected. Proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the proposal is due. Proposals dated and time stamped in another office will be rejected. Receipt of a proposal by the mail system does not constitute receipt of a proposal by the purchasing office. Any proposal which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Proposals must be submitted separately, i.e., not included with sample packages or other proposals. Proposal openings are public unless otherwise specified. Records will be available for public inspection after issuance of the notice of intent to award or the award of the contract. Proposer should contact person named below for an appointment to view the proposal record. Proposals shall be firm for acceptance for sixty (60) days from date of proposal opening, unless otherwise noted. The attached terms and conditions apply to any subsequent award.REQUEST FOR PROPOSAL #RD160639

THIS IS NOT AN ORDER Proposals MUST be in this office no later than

TUESDAY, MARCH 15, 2016 2:00 PM CTPublic Opening

PROPOSER (Name and Address) No Public Opening XXName (Contact for further information)

Patricia Conley     Phone

608-264-9591 February 1, 2016Quote Price and Delivery FOB

Madison

Description

Wisconsin Department of Revenue

UNCLAIMED PROPERTY SECURITIES CUSTODIAL SERVICESRFP #RD160639

LATE PROPOSALS WILL BE REJECTEDFAXED OR EMAILED PROPOSALS ARE NOT ACCEPTED

We claim minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Administration. If you have questions concerning the certification process, contact the Wisconsin Department of Administration, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 261-2510. Does Not Apply to Printing BidsWe claim certified disabled veteran-owned business preference. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED disabled veteran-owned business. Bidder must be certified by the Wisconsin Department of Administration. If you have questions concerning the certification process, contact the Wisconsin Department of Administration, 101 E. Wilson St. , 6 th Floor, Madison, WI 53703, (608) 261-2510. Does Not Apply to Printing Bids.

We are a work center qualified under Wis. Stats. s. 16.752. Questions concerning the qualification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 266-2605.

Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States.

Yes No Unknown

In signing this proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been independently arrived at without collusion with any other proposer, competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury.

We will comply with all terms, conditions and specifications required by the state in this Request for Proposal and all terms of our proposal.

Name of Authorized Company Representative (Type or Print)

     

Title

     Phone (       )      Fax (       )      

Signature of Above Date

     e-mail:

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

TABLE OF CONTENTS

1.0 GENERAL INFORMATION1.1 Introduction and background1.2 Scope of the project1.3 Procuring and contracting agency1.4 Definitions1.5 Clarification and/or revisions to the specifications and requirements1.6 Reasonable accommodations1.7 Calendar of events1.8 Contract term and funding1.9 VendorNet registration1.10 News release prohibition

2.0 PREPARING AND SUBMITTING A PROPOSAL2.1 General instructions2.2 Incurring costs2.3 Submitting the proposal2.4 Proposal organization and format2.5 Multiple proposals2.6 Oral presentations2.7 Withdrawal of proposals2.8 Exceptions to specifications, terms and conditions2.9 Late Responses

3.0 PROPOSAL SELECTION AND AWARD PROCESS3.1 Preliminary evaluation3.2 Proposal scoring3.3 Evaluation criteria3.4 Method to score costs3.5 Right to reject proposals and negotiate contract terms3.6 Award and final offers3.7 Notification of intent to award3.8 Appeals process3.9 Minority business3.10 Wisconsin Disabled Veteran-Owned businesses

4.0 GENERAL PROPOSAL REQUIREMENTS4.1 Mandatory requirements4.2 Organization capabilities/experience4.3 Staff qualifications4.4 Proposer references

5.0 TECHNICAL REQUIREMENTS5.1 Methodologies to address project scope5.2 Data transfer with DOR Applications5.3 Reporting capabilities5.4 Internal controls

6.0 COST PROPOSAL6.1 General instructions on preparing cost proposals6.2 Scoring of the Cost Proposal6.3 Format for submitting cost proposals6.4 Fixed price period

7.0 SPECIAL CONTRACT TERMS AND CONDITIONS7.1 Payment requirements7.2 Liquidated damages7.3 Prime contractor7.4 Confidentiality of Information7.5 Termination for convenience7.6 Executed contract to constitute entire agreement7.7 Termination for cause7.8 Contract Cancellation for Contractor Deficiencies7.9 Contract Amendments7.10 Debarment7.11 Insurance

8.0 STANDARD TERMS AND CONDITIONSStandard Terms and Conditions (Requests for Bids/Proposals) (DOA-3054)Supplemental Standard Terms and Conditions for Procurements for Services (DOA-3681)

9.0 REQUIRED FORMSRequest for Proposal (DOA-3261)Designation of Confidential and Proprietary Information (DOA-3027)Vendor Information (DOA-3477)Vendor Reference (DOA-3478)Vendor Agreement (DOA-3333)Cost Proposals – Posted separately to VendorNet Attachment A1 – CUSIP Number Level Attachment A2 – Property Identification Number LevelMandatory Response Sheet (Attachment B)

APPENDICES – Posted separately to VendorNet Appendix 1 – DOR Security Transactions Appendix 2 – Holder Report Guide Appendix 3 – Sample Non-Disclosure Agreement

1.0 GENERAL INFORMATION

1.1 Introduction and background

The purpose of this document is to provide interested parties with information to enable them to prepare and submit a Proposal for Custody Services for the Unclaimed Property Program (UCP), administered by the Wisconsin Department of Revenue (DOR). The State, as represented by the Wisconsin Department of Administration (DOA), Consolidated Agency Purchasing Services (CAPS), on behalf of the Wisconsin Department of Revenue (DOR), intends to use the results of this solicitation to award a Contract for Custody Services.

UCP is responsible for managing more than 3 million properties with a value of approximately $430 million. There are 14.7 million shares of stocks & mutual funds with a value of approximately $19 million. Wisconsin law requires that UCP hold securities for a minimum of one year.

Holders are required to turn over unclaimed property annually, with holder reports due on November 1 st each year. Abandoned securities must be included with the holder reports and transferred to the contracted custodian at the same time.

Custodial Services are currently provided by Xerox State and Local Solutions.

1.2 Scope of the project

1.2.1 Project description

The awarded proposer shall provide Custody Services to UCP. This includes: Receive securities from holders Manage and maintain the securities portfolio Sell and transfer securities as directed by DOR Provide reports and data to DOR of our inventory and transactions Send weekly remittances of proceeds from security transactions to DOR Give assistance to DOR staff as requested

1.2.2 Objectives

The Department of Revenue (DOR) seeks to obtain a contract with a Proposer who can provide Custody Services. The requirements listed within this RFP gives DOR the ability to receive security transactions and payments in an electronic format, as prescribed by DOR.

1.2.3 Needs

The following table identifies Custody Services needed and estimated volumes. Depending on the volume and types of stock and mutual funds available for liquidation under current State Statutes, changes in legislation, or as needed for consistent distribution to claimants, volumes listed below may change.

State Abandoned Securities Custodial Activity LevelsAverage Monthly Maintenance

DTC Securities 1200Physical Securities 50Mutual Funds 300Corporate Actions – DTC 20

Services required throughout the year but not necessarily on a monthly basis: Anticipated Volumes per YearDTC Receipt of Securities Directly from Holders or Clearinghouse 2200Stock Sales by Issue 1000Transfers via DTC to Claimants 400Physical Receipt of Security and Transfer 10Physical Receipt in Nominee Name and Deposit to DTC 20Receipt of Mutual Fund/DRP by Issue 300Transfer of Mutual Fund/DRP by Issue 100

Sale of Mutual Fund/DRP 100Research - Spreadsheets 50

Value at June 30, 2015Stocks and Related Securities $14,942,106Mutual Funds $4,259,378Total State Abandoned Securities Portfolio $19,201,484

Count as of September 30, 2015Properties with a money balance and a security record 7,711CUSIPs with a security record (Note: multiple securities may exist on a CUSIP) 1,316

1.2.4 Current operations – CUSIP Level (Committee on Uniform Securities Identification Procedures)

The UCP staff use DOR Applications (GenTax) to process and maintain unclaimed property assets. The integrated processing system maintains holder, unclaimed property and claim data, and allows staff to:

Receive holder reports electronically (paper reports are not accepted) Maintain unclaimed property portfolio on a property level, including securities Generate and process unclaimed property claims Record securities transactions, such as cash dividends, sales, mergers, stock splits, etc. Reconcile cash proceeds to security transactions Create reports for program management purposes

Securities-related tasks are performed by UCP staff on a daily, weekly, monthly or as needed basis. Staff must reconcile the security portfolio in our GenTax system with the portfolio maintained by the Custody Service provider. Transactions completed by DOR staff include but are not limited to:

Adding dividend / interest proceeds Completing mergers Tracking reissues Requesting stock sale and transfers Marking a stock as worthless

These transactions are completed using information provided by the Custody Services provider via reports that are provided on a daily, weekly, monthly, and ad hoc basis. UCP staff also access reports online to assist with their daily work. A more complete list of the types of security transactions performed by DOR staff can be found in Appendix 1.

The current Custody Services provider is responsible for receiving securities from holders and registering in the name of the nominee established for the sole use of DOR. The portfolio is currently managed on a CUSIP level.

Holder registers shares of stock and mutual funds to DOR's Securities Custodian (process explained in Wisconsin Publication 82 – Unclaimed Property Holder Report Guide) - See Appendix 2.

Holder provides Custodian with the CUSIP number, name of security, and number of shares Securities Custodian manages securities portfolio at the CUSIP level

For example: Company ABC registers 1000 shares of ABC stock (CUSIP 12345XYZ) in DOR's nominee name with the Securities Custodian. Company ABC files their holder report with DOR with details, saying the 1000 shares belong to:

Property/Customer D 200 shares of ABC stock (CUSIP 12345XYZ)Property/Customer E 300 shares of ABC stock (CUSIP 12345XYZ)Property/Customer F 500 shares of ABC stock (CUSIP 12345XYZ)

Proposers must include costs for this approach in Attachment A1

1.2.5 Possible future operations – Property Identification Number Level

UCP program managers are considering managing the security portfolio at the Property Identification Number (defined in Section 1.4) level. DOR estimates that 13,250 properties may be in our security portfolio at any time.

Holder registers shares of stock and mutual funds to DOR's Securities Custodian (process explained in Wisconsin Publication 82 – Unclaimed Property Holder Report Guide).

Holder provides Custodian with the CUSIP number, name of security, and number of shares Holder files holder report with DOR, providing the CUSIP number, name of security, and number

of shares; plus, the details of each abandoned security (name of owner(s), address, etc.) DOR assigns a Property Identification Number to each unique abandoned security DOR transmits the Property ID, along with other needed data, for each abandoned security to the

Securities Custodian via SFTP DOR assigns a Property Identification Number for each property/customer:

# of shares/property Property ID #Property/Customer D 200 shares of ABC stock (CUSIP 12345XYZ) 1234567Property/Customer E 300 shares of ABC stock (CUSIP 12345XYZ) 2345678Property/Customer F 500 shares of ABC stock (CUSIP 12345XYZ) 3456789

DOR transmits the above data (Property ID, # of shares, CUSIP, name of security) via SFTP to the Securities Custodian.

Proposers must include costs for this approach in Attachment A2

1.3 Procuring and contracting agency

This Request for Proposal (RFP) is issued by the Wisconsin Department of Administration (DOA) through its Consolidated Agency Purchasing Services (CAPS), on behalf of the Wisconsin Department of Revenue (DOR), for the Division of Income, Sales & Excise Taxes. The person responsible for managing the procurement process is Patricia Conley, Procurement Specialist.

The contract resulting from this RFP will be administered by the Wisconsin Department of Revenue. The contract administrator will be the Administrative Manager of the Unclaimed Property Section.

1.4 The following definitions are used throughout the RFP:

TERM DEFINITIONACH Automated Clearing House; an electronic funds transfer networkAdministrator The lead official responsible for the State Unclaimed Property Program; in

Wisconsin, the administrator is the Secretary of the Department of RevenueAgency/Department/ Department of Revenue, or DOR

Wisconsin Department of Revenue

Chapter 177 Unclaimed Property Act, Chapter 177, Wisconsin StatutesConfidential Information Any data or information provided to or received by the Contractor from the

Holder, DOR, Owner or any other person or entity in relation to the Custody Services described herein, including, but not limited to names, addresses, telephone numbers, social security numbers, FEINS, property ID numbers, CUSIP number details, financial and non-financial account numbers or any other proprietary or personally identifiable information as defined by Wis. Stats. § 19.62(5)

Contractor Proposer awarded the contractCorporate activity Includes but not limited to, stock dividends, splits, mergers and

acquisitions, and spin-offsCUSIP Committee on Uniform Securities Identification Procedures; identification

number assigned to all stocks, mutual funds, and registered bonds

Custody Services Includes brokerage and accounting services of unclaimed securities held for the Unclaimed Property Program as described in this RFP

DOR Applications Sets of hardware and software that allow the Department of Revenue to accomplish its missions of administering tax and unclaimed property laws

and programsDTC Depository Trust CompanyDVB Disabled Veteran-Owned BusinessesGenTax A complete integrated processing software package owned by FAST

Enterprises, LLC designed to support government agencies implementing multiple programs

Holder Any business, individual, government body, or other entity in possession or control of property belonging to another party until the property is transferred to the Wisconsin Department of Revenue (DOR) as unclaimed property

MBE Minority-owned business enterprises certified by the Wisconsin Department of Commerce, Bureau of Minority Business Development

NACHA National Automated Clearing House AssociationOwner A person or business having a legal or equitable claim to abandoned

propertyPerson An individual, business association, financial organization, estate, trust,

government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity

Property identification number

Unique number assigned by DOR to each property received from a holder, used to manage inventory and associate that property to a specific owner(s)

Proposal Vendor’s response to this RFPProposer or Vendor Company submitting a proposal in response to this RFPRFP Request for Proposal #RD160639RFP Procurement Manager The person responsible for managing the procurement process is Patricia

Conley, Procurement SpecialistSecurities Includes but not limited to, common and preferred stocks, dividend

reinvestment plans, book-entry stock, stock warrants and options, corporate, government and municipal bonds, coupons, debentures, and mutual funds

SFTP Secure File Transfer ProtocolState Any state, district, commonwealth, territory, insular possession and any

other area subject to the legislative authority of the United StatesSubcontractor Company proposed to work for contractor in performing RFP servicesUCP Unit of the Department of Revenue responsible for managing unclaimed

property on behalf of the State of WisconsinVendorNet State of Wisconsin’s online procurement system, which enables vendors

and municipalities to electronically access a variety of purchasing related services (see RFP Section 1.9)

Conditions of the RFP that include the word “shall” describe a mandatory requirement. All specifications are defined as mandatory requirements unless otherwise stated. If no proposer is able to comply with a given specifications or condition in the RFP, then the State reserves the right to delete the specification or condition of the RFP. Failure to meet a mandatory requirement shall disqualify the proposal

1.5 Clarification and/or revisions to the specifications and requirements

Any questions concerning this RFP must be submitted via e-mail to Patricia Conley, pat.conley@wisconsin.gov on or before Friday, February 12, 2016, 4:00 PM.

Proposers are expected to raise any questions, exceptions, or additions they have concerning the RFP document at this point in the RFP process. If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the Proposer should notify immediately 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 this RFP, revisions/amendments and/or supplements will be posted on VendorNet.

Any contact with State 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.

1.6 Reasonable accommodations

The Department will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you think you need accommodations contact Pat Conley at pat.conley@wisconsin.gov.

1.7 Calendar of events

Listed below are specific and estimated dates and times of actions related to this Request for Proposal (RFP). The actions with specific dates must be completed as indicated unless otherwise changed by the State. In the event that the State finds it necessary to change any of the specific dates and times in the calendar of events listed below, it will do so by issuing an amendment to this RFP. There may or may not be a formal notification issued for changes in the estimated dates and times.

DATE EVENT

February 1, 2016 Date of issue of the RFPFebruary 12, 2016 Last day for submitting written inquiriesFebruary 22, 2016 (est.) Post questions and answers and/or amendments to the RFPMarch 15, 2016, 2:00 PM CT Proposals due from vendors

1.8 Contract term and funding

The contract shall be effective on the date indicated on the purchase order or the contract execution date and shall run for three (3) years from that date, with an option by mutual written agreement of the agency and contractor, to renew for three (3) additional one-year periods.

As required by Wisconsin Statutes, continuance of a contract beyond the limits of funds available shall be contingent upon appropriation of the necessary funds, and the termination of the contract by lack of appropriations shall be without penalty.

1.9 VendorNet registration

Only Proposers registered with the State of Wisconsin’s VendorNet will receive automatic future official notice for bid opportunities for this service/commodity. 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. Only registered proposers with a valid email address at the time an RFP is posted will receive email notifications of amendments. Proposers who obtain the RFP from a third party, through the State of Wisconsin Public Notices website or by any other means assume responsibility for checking for updates to the RFP.

1.10 News release prohibition

Proposers shall not issue any news releases or make any statement to the media pertaining to this RFP or any proposal or contract of work resulting from this RFP without the prior written approval of the Department of Revenue.

2.0 PREPARING AND SUBMITTING A PROPOSAL

2.1 General instructions

The evaluation and selection of a contractor and the contract will be based on the information submitted in the vendor's proposal plus references and any required on-site visits or oral interviews. Failure to respond to each of the requirements in the RFP will 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.

2.2 Incurring costs

The State of Wisconsin is not liable for any cost incurred by proposers in replying to this RFP.

2.3 Submitting the proposal

Proposers must submit an original and five (5) copies and one (1) electronic version on either a CD or USB flash drive of all materials required for acceptance of their proposal by Tuesday, March 15, 2016, 2:00 PM CT to:

Postal Address Common Carrier AddressPatricia Conley Patricia ConleyDepartment of Administration Department of Administration PO Box 7867 101 E. Wilson Street, 6th FloorMadison WI 53707-7867 Madison WI 53703

Proposals shall 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. Because of increased building security, access to the Wisconsin Department of Administration, Bureau of Procurement, 6 th floor is restricted and may cause delay if hand delivering your proposal. Allow ample time for security clearance to the 6 th floor.

The State is not responsible for deliveries that do not reach the Bureau of Procurement office by the required due date and time.

To ensure confidentiality of the document, all proposals must be packaged, sealed and show the following information on the outside of the package:

—Proposer's name and address—Request for proposal title – Unclaimed Property Securities Custodial Services —Request for proposal number – RFP RD160639—Proposal due date – March 15, 2016

An original hard copy plus one (1) electronic version on a USB flash drive for each of the Cost Proposals shall be sealed and submitted as a separate part of the proposal. The outside of the envelope shall be clearly labeled with the words “Cost Proposal, RFP (Name of RFP)” and name of the Proposer and due date. The Cost Proposals are due to the addressee on the due date and time noted above.

2.4 Proposal organization and format

Proposals should be typed and submitted on 8.5 by 11 inch paper bound securely. Proposals should be organized and presented in the order and by the number assigned in the RFP. Proposals should 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 are:

Tab 1 Request for Proposal (DOA-3261)Cover page/Introduction

Tab 2 Response to General Requirements (4.0) Mandatory Requirements (Attachment B) (4.1) Organizational capabilities (4.2) Staff qualifications (4.3) Proposer references (4.4)

Tab 3 Response to Technical Requirements (5.0) Methodologies to address project scope (5.1) Data transfer with DOR Applications (5.2) Internal controls (5.3) Transition process (5.4)

Tab 4 Required forms (9.0) Designation of Confidential and Proprietary Information – DOA 3037 Vendor Information – DOA 3477 Vendor Reference – DOA 3478 Vendor Agreement – DOA 3333

Cost Proposals – Attachment A1 & Attachment A2 (Separate Sealed Envelope)

The Proposer must submit its Cost Proposal on the forms provided in Attachment A1 and Attachment A2 according to the instructions provided in Section 2.3. Failure to provide any requested information in the prescribed format may result in disqualification of the proposal.

No mention of the Cost Proposals shall be made in the response to the Technical Requirements of this Request for Proposal.

2.5 Multiple proposals

Multiple proposals from a Proposer will be permissible; however, each proposal must conform fully to the requirements for proposal submission. Each such 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.

2.6 Oral presentations

Top scoring Proposers based on an evaluation of the written proposal may be required to participate in interviews to support and clarify their proposals, if requested by the State. The State will make every reasonable attempt to schedule each presentation at a time and location that is agreeable to the Proposer. Failure of a Proposer to interview on the date scheduled may result in rejection of their proposal.

2.7 Demonstrations

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

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

2.8 Withdrawal of proposals

Proposals shall be irrevocable until contract award unless the proposal is withdrawn. Proposers may withdraw a proposal in writing at any time up to the proposal closing date and time or upon expiration of five (5) days after the due date and time if received by the RFP project manager. 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.

2.9 Exceptions to specification, terms and conditions

These specifications and standard and supplemental terms and conditions shall govern this proposal process and subsequent award. Proposers must accept these specifications and terms and conditions or submit point by point exceptions along with proposed alternative or additional language for each point. Submission of any standard proposer contracts as a substitute for language in the terms and conditions is not a sufficient response to this requirement and may result in rejection of the Proposer’s proposal. The State reserves the right to negotiate contractual terms and conditions rather than those in the State of Wisconsin Contract when it is in the best interest of the State to do so.

2.10 Late responses

Any responses received after the hour specified in Section 2.3 will not be reviewed.

3.0 PROPOSAL SELECTION AND AWARD PROCESS

3.1 Preliminary evaluation

The proposals will be reviewed by the Evaluation Committee to determine if mandatory requirements are met. Failure to meet mandatory requirements shall result in rejection of the proposal. In the event that all Proposers do not meet one or more of the mandatory requirements, the State 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.

3.2 Proposal scoring

Proposals shall be reviewed by an Evaluation Committee and scored against the stated criteria. The committee may review references, request oral interviews/presentations and use the results in scoring the proposals.

A Proposer shall not contact any member of an evaluation committee except at the State’s direction. Proposals from certified Minority Business Enterprises and WI Certified Disabled Veteran Owned Businesses shall have points weighted by a factor of 1.05 to provide up to a five percent (5%) preference to these businesses (Wis. Stats. 16.75(3m)).

3.3 Evaluation criteria

The proposals will be scored using the following criteria:

Description Points Percentage

1. General requirements (Section 4.0 – 250 Pts) 4.1 Mandatory Requirements (No Points) 4.2 Organizational capabilities 150 15%4.3 Staff qualifications 100 10%4.4 Proposer references (No Points)

2. Technical requirements (Section 5.0 – 500 Pts)5.1 Methodologies to address project scope 200 20% 5.2 Data Transfer with DOR Applications 200 20%5.3 Internal Controls 50 5%5.4 Transition Process 50 5%

3. Cost Proposal (Section 6.0 – 250 Pts) 1. Attachment A1 – CUSIP Level 200 20%2. Attachment A2 – Property Level 50 5% TOTAL 1000 100%

The evaluation committee must award at least 490 points for General and Technical Requirements Sections prior to having the cost proposal scored. A proposal that receives less than 490 points on this section will be ineligible for further consideration.

3.4 Method to score costs

The following formula will be used in scoring the Cost Proposals:

3.4.1 Attachment A1 – CUSIP LevelLowest 3 Year Maximum Grand Total (constant) x Maximum evaluation points (200) given to ScoreOther Proposer’s 3 Year Maximum Grand Total (variable)

For Attachment A1 example: The Price Proposal is worth 200 points and Proposer A submits the lowest Price Proposal of $250,000, Proposer A will receive all 200 points. If Proposer B’s Price Proposal is $280,000, Proposer B will receive $250,000/$280,000 x 200 points, for a price score of 178.57 points.

3.4.2 Attachment A2 – Property LevelLowest 3 Year Maximum Grand Total (constant) x Maximum evaluation points (50) given to ScoreOther Proposer’s 3 Year Maximum Grand Total (variable)

For Attachment A2 example: The Price Proposal is worth 50 points and Proposer A submits the lowest Price Proposal of $250,000, Proposer A will receive all 50 points. If Proposer B’s Price Proposal is $280,000, Proposer B will receive $250,000/$280,000 x 50 points, for a price score of 44.64 points.

3.4.3 Proposer’s Cost scores for Attachments A1 (178.57) & A2 (44.64) will be added to get the Total Cost Proposal score (223.21).

3.5 Award and final offers

The State will compile the final scores (General, Technical and Cost) for each proposal. The awards will be granted in one of two ways. The award may be granted to the highest scoring responsive and responsible Proposer or Proposers. Alternatively, the highest scoring Proposer or Proposers may be requested to submit best and final offers. If best and final offers are requested by the State and submitted by the Proposer, they will be evaluated against the stated criteria, scored and ranked by the evaluation committee. The award then will be granted to the highest scoring Proposer or Proposers. However, Proposer(s) should not expect that the State will request a best and final.

3.6 Right to reject proposals and negotiate contract terms

The State reserves the right to reject any and all proposals. The State 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.

3.7 Notification of intent to award

All Proposers who respond to this RFP will be notified in writing of the State's intent to award the contract as a result of this RFP.

3.8 Appeals process

Notices of intent to protest and protests must be made in writing to the head procuring agency. Protestors should make their protests as specific as possible and should identify statutes and Wisconsin Administrative Code provisions that are alleged to have been violated. The protest procedure applies to only those requests for services that are over $50,000.

Any written notice of intent to protest the intent to award a contract must be filed with

Postal Address Common Carrier AddressRichard G. Chandler, Secretary Richard G. Chandler, SecretaryDepartment of Revenue Department of Revenue PO Box 8933 2135 Rimrock Road, M/S 6-40Madison WI 53708-8933 Madison WI 53713

and received in his office no later than five (5) working days after the notices of intent to award are issued.Any written protest must be received within ten (10) working days after the notice of intent to award is issued.

In addition, a copy of the protest shall be sent electronically or hard copy to Patricia Conley (the Purchasing Office) responsible for the procurement at pat.conley@wisconsin.gov.

The decision of the head of the procuring agency may be appealed to the Secretary of the Department of Administration within five (5) working days of issuance, with a copy of such appeal filed with the procuring agency. The appeal must allege a violation of a Wisconsin statute or a section of the Wisconsin Administrative Code.

3.9 Minority Business

The State of Wisconsin is committed to the promotion of minority business in the State’s purchasing program and a goal of placing a minimum of five (5) percent of its total purchasing dollars with certified minority businesses. /Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(4), and 16.75(5) and 560.036(2). The Department of Administration is committed to the minority business program and with this procurement the successful contractor is encouraged to purchase 5% of services and supplies from minority businesses certified by the Wisconsin Department of Administration, Supplier Diversity Program.

A listing of certified minority businesses, as well as the services and commodities they provide, is available from the Department of Administration, Office of Minority Business Program, (608) 261-2510. The list is published on the Internet at: https://wisdp.wi.gov/search.aspx .

3.10 Wisconsin Certified Disabled Veteran-Owned Businesses

The State Bureau of Procurement and all agencies may make awards to Wisconsin certified disabled veteran-owned businesses when the proposal is no more than 5% lower than the apparent high point score. Awards will be made to the certified disabled veteran-owned business submitting the highest point scored proposal. The State Bureau of Procurement DVB Program Manager will review and approve in writing any decision not to award to the highest scoring proposal.

4.0 GENERAL PROPOSAL REQUIREMENTS (250 Points)

4.1 Mandatory requirements (No Points)

The following requirements are mandatory. Proposers must respond accurately to each question in this section by responding Yes or No on Attachment B and return with your proposal. Proposer’s response shall be reviewed by the evaluation committee to determine if mandatory requirements are met. Should any question in this section be unanswered or checked “No”, Proposer’s proposal shall be rejected and eliminated from further consideration.

4.1.1 Pursuant to 2009 Wisconsin Act 136 [§16.705(1r), Wis. Stats.], these services shall only be performed within the boundaries of the United States. 

4.1.2 Proposer and/or their subcontractor shall have provided Custody Services for a State Unclaimed Property Program within the last three (3) years. See Section 4.4

4.1.3 Proposer shall be registered as a member and in good standing with the New York Stock Exchange, American Stock Exchange, NASDAQ and National Association of Securities Dealer, and must be a participating member in the Depository Trust Corporation. Proposer shall submit verification document with their RFP.

4.1.4 Contractor shall receive securities reported by holders for the UCP Program and transfer securities to UCP's unique account.

4.1.5   Contractor shall maintain and manage DOR UCP securities portfolio including but not limited to, processing dividends, splits and mergers.

4.1.6 Contractor shall perform securities transactions as directed by DOR including but not limited to, transfers, re-registration and sales.

4.1.7 Contractor shall remit cash proceeds from securities transactions at a minimum on a weekly basis, to designated DOR financial accounts. The remittance/transfer monies must be made by ACH credit using NACHA rules and file formats.

4.1.8 Contractor shall maintain the securities in an interest-bearing, segregated account. Contractor shall provide account details to DOR when requested.

4.1.9 Data files provided by the Contractor shall be in .XML format.

4.1.10 Contractor shall maintain a copy of all records for receipts, certificates, deliveries, and locations of securities, funds, and other property, together with a current inventory thereof, for a period of not less than five (5) years.

4.1.11 Contractor shall have a backup system in place in case of a complete processing site failure, and a disaster recovery program in place which includes a business continuity plan to become operational should a catastrophic event occur. Procedures shall be in place for communicating to clients regarding alternative processing procedures during processing problems with disasters. Contractor shall provide information to DOR upon contract award.

4.1.12 Contractor shall provide resources to DOR staff during normal working hours (7:00 AM to 5:00 PM, CST, five business days a week) that include:

Staff to respond to DOR inquires within 24 hours; and Secured on-line access to information to track inventory and account value information, corporate

activity, reorganization information, securities transaction information for transfers, re-registrations, and sales, disbursements to owners, and other information inquiries.

4.2 Organization capabilities (150 Points)

Proposers shall describe experience and capabilities in providing the services required in this RFP. If a Proposer is using a subcontractor, the response shall address both companies individually. The Proposer shall provide such detail by indicating if the proposer or subcontractor is being referenced. Be specific and identify projects, dates, and results.

4.2.1 Proposer shall provide details about the length of time it and its subcontractors have been in the Custody Services business.

4.2.2 Proposer shall describe its experience(s) providing Custody Services as described by the requirements in this RFP. Provide a list of all US States that Proposer has performed Custody Services for an Unclaimed Property Program in the last three years. Include at least one State as a reference as required in section 4.4.

4.2.3 Proposers and each subcontractor (if any) shall substantiate their financial stability. Independently audited financial statements for the last three completed fiscal years, along with additional supporting documentation (Income Statement, Statement of Cash Flows, Balance Sheet, and Statement of Change in Financial Position along with all auditors’ notes) shall be submitted with the proposal. If the Proposer is a subsidiary, the parent company shall be identified and the consolidated audited financial statements of the parent company must be submitted. The State may request reports on financial stability from independent financial rating services to substantiate the proposing vendor’s stability. Proposer name is to be included on each page submitted.

If no audit was required, please explain why and submit two years of financial statements certified by two officers of the Board of Directors, and the chief financial officer/financial manager.

4.2.4 Proposer shall identify and list all licensing, registrations, and memberships relevant to the scope of services of this RFP for its organization and proposed subcontractors. Include current standings or actions, if applicable. Include the exchanges referenced in 4.1.3.

4.2.5 Proposer shall include with their response a list of prior and current (defined as yet unsettled) litigation and/or formal administrative protests or actions (e.g. notices of default, unsatisfactory performance, or any similar actions) related to the quality or performance of Custodial Services to State, Federal, Local or Tribal government or to public or private entities of any organizational nature.

4.2.6 Proposer shall describe its competitive advantage over other vendors in providing Custody Services for a State Unclaimed Property Program.

4.3 Staff qualifications (100 Points)

4.3.1 Proposer shall submit an organizational chart indicating the proposed key staff and the number of full time or part time staff that shall be providing services under the Contract. Include the names of the key staff and what role each will play in providing Custody Services to DOR under this contract.

4.3.2 Proposer shall submit resumes describing the educational and work history for each of the key staff who will be responsible for fulfilling activities of the contract. The Proposer shall provide the following information for each individual:

knowledge of the program area role in the organization and how that roles fits into the organizational structure relevant education and training experience with Proposer and/or any subcontractors

4.4 Proposer references (No Points)

References may be contacted to assess the quality of work performed and performance of personnel assigned to the project. The results of any reference (Attachment DOA-3478) contact will be considered prior to finalizing proposal scores.

Proposer shall provide a minimum of three (3) references of clients, buyers and/or organizations with whom Proposer or subcontractor has provided Custody Services, at least one (1) of which must be a State Administrator from a State Unclaimed Property Program.

For each reference, the vendor shall provide the name, title, address, and telephone number of a contact person along with a brief description of the project or assignment which was the basis for the business relationship. Be specific to identify projects, dates, and results of the project. (See Attached DOA-3478).

Additionally, Proposer shall submit a list of all State Administrators with whom the Proposer has provided Custody Services for a State Unclaimed Property Program within the last three (3) years.

5.0 TECHNICAL REQUIREMENTS (500 Points)

5.1 Methodologies to address project scope (200 Points)

Section 1.2 of the RFP introduces the objectives and needs of this project, and provides a table reflecting estimated custodial services and volumes needed by the Department of Revenue. Propose service delivery approaches to address these objectives and needs, taking into consideration the following additional information and the table found in Section 1.2.

The services to be provided under this project are those of a licensed security broker to perform custodian duties for the securities received by DOR, that include, but are not limited to: process requests for reissuance and sale of securities, provide electronic communication of securities data between vendor and DOR via SFTP, provide internet access to the DOR accounts, generate statements summarizing DOR holdings and transactions, provide Medallion Guarantee services for all other security transactions, and provide monthly summary statement of holdings and transactions for DOR. Identify how services will be performed, as well as relevant timelines to offer the Department of Revenue's efficient and effective service.

Proposer shall describe its ability to provide and perform the following services:

5.1.1 Provide securities brokerage and accounting services for a wide variety of securities and security transactions, as described in section 1.2. Response shall describe ability to:

receive and register securities in name of the nominee established for the sole use of DOR maintain the securities portfolio provide receipt for each certificate and maintain a record of each certificate, including shares received perform securities transactions as directed by DOR exchange and liquidate securities held in the account of DOR

5.1.2 Provide online access to DOR portfolio so DOR staff can research inventory and account value information, securities transaction information, disbursements to owners, and perform other information inquiries. Access shall be provided with a secured website.

5.1.3 Provide response to DOR research inquiries and perform securities transactions as requested by DOR, compute earnings history for a particular issue, a specified period of time (e.g., date of State's custody), and for a specified number of shares. Include the estimated response time.

5.2 Data transfer with DOR Applications (200 Points)

The UCP Unit uses DOR Applications (GenTax) to process and maintain holder, unclaimed property assets, and claim data as noted in RFP Section 1.2.4. A goal of this RFP is to maximize efficiencies between the Proposer and DOR Applications. Examples of the data elements needed to facilitate the work of the UCP Unit is listed below:

CUSIP number CUSIP totals holder information property owner information broker information transaction type transaction code description of stock CMS reference number settlement and trade dates number of shares dollar amounts of transaction

Proposer shall describe how it will perform the following services:

5.2.1 Automate data transfer to and from DOR, DOR Applications (including GenTax) and databases on a daily frequency or other basis as prescribed by DOR. In your response, please describe how you are automating the transfer of data with other clients. Data will include but is not limited to:

Cash transaction details such as deposits, withdrawals, dividend receipts and foreign tax withheld Custody transaction information on securities, such as deposit details and number of shares settled

5.2.2 Provide access to online reports that DOR staff can generate on demand. DOR staff shall be able to retrieve and print reports on demand, and also download reports in a queryable format. Select reports shall be provided on a weekly or daily basis, and the data from these reports shall be available in a queryable format. Reports provided shall include but are not limited to:

Security status, including detailed status and transaction information Custody holdings, including portfolio inventory and valuation Custody transaction history Cash transaction inquiry Custody security transactions Historical securities information

5.2.3 Electronic notification, acknowledgement and tracking of DOR transfers, re-registration and sale requests, including confirmation of completion, vendor transfer request sent to transfer agent for processing of certificate, and issuance of certificate to owner. Include the estimated response time for notification.

5.2.4 Perform SFTP transfer of specified data, data files and reports to and from DOR. Include any experience you have with using SFTP to transfer files with your existing clients.

5.3 Internal controls (50 Points)

The Wisconsin Department of Revenue is committed to safeguarding confidential information provided by our customers and ensuring that an adequate system of internal controls over accounting activities and functions is in operation and properly functioning.

Proposer shall describe its approach to security and internal controls for the services provided by the proposal. Include methods to address the following items in response:

Protect individual property owner information provided by DOR and holders from disclosure and implement safeguards to ensure that information is kept confidential in accordance with state and federal law.

Implement policies and procedures to assure that each client's assets are properly held in safekeeping and accurately maintained in Contractor's accounting records. Include information on segregation of assets and recordkeeping systems.

Ensure proper authorization of transactions and activities. Avoid all conflicts of interest, including the appearance of a conflict of interest and segregation of duties that

reduce the opportunities to allow any single person to be in a position to both perpetrate and conceal errors or irregularities in the normal course of his/her duties.

Maintain documents and records to support an audit trail and safeguards over access to and use of assets and records.

Execute independent checks on performance and proper valuation of recorded amounts. Comply with all State, Federal self-regulatory organization laws, rules and regulations governing the conduct of

the Contractor and all proposed subcontractors

5.4 Transition Process (50 points)

5.4.1 Provide a transition plan for beginning the contract period in the event you are selected as broker. Include your plan to complete the transfer of all securities from the successor contractor, your timeline for this process, and any outage or down time that you anticipate. Proposer shall describe its procedures for completing such transactions and provide communication plan for DOR.

5.4.2 At the time of contract completion or termination by either party per the terms of the contract, the Contractor must transfer all securities to the successor contractor, provide the successor contractor with all information related to the services, and respond to any questions related to the vendor's prior administration of the program from the Department of Revenue or successor contractor. Proposer shall describe its procedures for completing such transactions and communication in a timely manner.

6.0 COST PROPOSAL (250 Points)

6.1 General instructions on preparing cost proposals

The Cost Proposal shall be submitted in a separate sealed envelope with the written proposal. Clearly mark the Cost Proposal on the outside of the sealed envelope, per Section 2.3 instructions.

Failure to provide any requested information in the prescribed format may result in disqualification of theproposal.

6.2 Scoring of the Cost Proposals

6.2.1 The Cost Proposals will be scored using a standard quantitative calculation (See Section 3.4). A Cost Proposal with the lowest Three (3) Year Total Cost will receive the maximum 200 Cost score points for Attachment A1 and 50 Cost score points for Attachment A2.

6.3 Format for submitting Cost Proposals

6.3.1 Attachment A1 – Managing securities portfolio at the CUSIP Number Level (see Section 1.2.4):

6.3.1.1 Attachment A1 (200 maximum points)6.3.1.2 Proposer shall use the Cost Proposal sheet titled Attachment A1.6.3.1.3 Proposer shall complete all fields in Column C, E, & G indicated with a dollar sign. Totals in

Columns D, F, & H will be calculated by Excel. If no price, you shall enter zero (0).6.3.1.4 Proposer shall provide a unit cost (Column C, E, and G) for each category listed under Monthly

and Annual Service Requirements times the Estimated Volume (Column B) for Fiscal Years 17, 18 & 19.

6.3.1.5 Proposer shall provide a one-time transition cost for Portfolio initial set up (if applicable) and Portfolio termination (if applicable) of data as described in Section 5.4.

6.3.1.6 Proposer shall include all costs associated with the Proposal response. DOR will not pay for the Contractor's travel expenditures. This includes but not limited to lodging, meals, transportation, and tips. (See Section 7.1)

6.3.1.7 The Annual Totals and the Grand Annual Totals will be automatically calculated by Excel for Columns D, F, & H. Excel will automatically calculate the Grand Three Year Cost total.

6.3.2 Attachment A2 – Managing securities portfolio at the Property Identification Number Level (see Section 1.2.5):

6.3.2.1 Attachment A1 (50 maximum points)6.3.2.2 Proposer shall use the Cost Proposal sheet titled Attachment A2.6.3.2.3 Proposer shall complete all fields in Column C, E, & G indicated with a dollar sign. Totals in

Columns D, F, & H will be calculated by Excel. If no price, you shall enter zero (0).6.3.2.4 Proposer shall provide a unit cost (Column C, E, and G) for each category listed under Monthly

and Annual Service Requirements times the Estimated Volume (Column B) for Fiscal Years 17, 18 & 19.

6.3.2.5 Proposer shall provide a one-time transition cost for Portfolio initial set up (if applicable) and Portfolio termination (if applicable) of data as described in Section 5.4.

6.3.2.6 Proposer shall include all costs associated with the Proposal response. DOR will not pay for the Contractor's travel expenditures. This includes but not limited to lodging, meals, transportation, and tips. (See Section 7.1)

6.3.2.7 The Annual Totals and the Grand Annual Totals will be automatically calculated by Excel for Columns D, F, & H. Excel will automatically calculate the Grand Three Year Cost total.

6.4 Fixed price period

All prices, costs, and conditions outlined in the proposal shall remain fixed for the initial three (3) year contract. Any price increases after the third year must be received in writing and approved by the DOR 90 days prior to the beginning of the next contract period.

7.0 SPECIAL CONTRACT TERMS AND CONDITIONS

7.1 Payment requirements

The Wisconsin Department of Revenue shall meet a statutory mandate to pay or reject invoices within 30 days of receipt by Department of Revenue’s Accounts Payable. Before payment is made, it shall verify all invoiced charges are correct as per this Contract. Only properly submitted invoices shall

be officially processed for payment. Prompt payment requires that your invoices are clear and complete.

Travel: The DOR shall not pay for Contractor’s travel expenditures (lodging, meals, transportation, or tips).

7.2 Liquidated damages

7.2.1 The parties acknowledge that late or improper completion of certain requirements will cause loss and damage to the State, and that it would be impracticable and extremely difficult to fix the actual damage sustained by the State as a result.  Therefore, Contractor and the State agree that the State may assess and collect, and the Contractor agrees to pay the State, liquidated damages, without proof of actual or specified loss or damages, as follows:

7.2.1.1 Failure to remit cash proceeds from securities transactions on a weekly basis by ACH credit.Contractor shall pay the State the amount of 5% of the unremitted cash proceeds for failure to remit cash proceeds from securities transactions on a weekly basis to the designated DOR financial account by ACH credit.

7.2.1.2 Failure to register securities transferred from current Custody Services provider.Contractor shall pay the State one thousand dollars ($1,000) per CUSIP for failure to register securities in DOR's nominee name within ten (10) business days of delivery from DOR's current Custody Services vendor.

7.2.1.3 Failure to transfer securities to successor Custody Services provider.Contractor shall pay the State ten thousand dollars ($10,000) per business day for failure to transfer securities to a successor contractor within the time period established upon cancellation or expiration of this Contract.

7.2.1.4 Failure to perform securities transactions as directed by DOR.Contractor shall pay the State one thousand dollars ($1,000) per security transaction for failure to perform securities transactions as directed by DOR within fifteen (15) business days of DOR's request.

7.2.1.5 Disclosure of Confidential Information.Contractor shall pay the State one thousand dollars ($1,000) for each unauthorized disclosure of Confidential Information as set forth in section 7.4. 

7.2.2 It is agreed by Contractor and the State that:

7.2.2.1 The liquidated damages provisions in section 7.2 represent a good faith effort to quantify the damages that could reasonably be anticipated at the time of the execution of this Contract. The liquidated damages provided in section 7.2 are just and reasonable.

7.2.2.2 Nothing in section 7.2 shall be construed as relieving Contractor from performing all contractual requirements and obligations in the Contract whether or not the failure to do so is a basis for the assessment of liquidated damages as set forth in section 7.2.

7.2.2.3 The State's right to assess liquidated damages as provided in section 7.2 in no way diminishes or limits the State's right to seek any and all forms of relief permitted by the State's law with respect to Contractor's breaches not addressed in section 7.2.

7.2.2.4 Whenever the State has determined that liquidated damages are to be assessed, the State's designee shall notify Contractor of the assessment. Failure to notify does not affect the State's right to impose liquidated damages and is not a condition precedent thereto. The State may withhold liquidated damages from payments to Contractor, or, if no payments are to be made, the State may make demand of payment of liquidated damages. Contractor must make payment within thirty (30) days of the State's demand.

7.2.2.5 Delays due to a subcontractor's conduct, negligence or failure to perform shall not excuse Contractor from the liquidated damages provisions of section 7.2.

7.2.2.6 Contractor is completely responsible for adherence by Contractor's subcontractor(s) to all of the terms and conditions of this Contract, and therefore is responsible for any and all instances of non-performance or breach by subcontractor(s) which give rise to liquidated damages.

7.2.2.7 Contractor shall not be required to pay liquidated damages for delays due to changes which are requested in writing by the State (unless change is the result of Contractor’s actions or inactions) or for delays specifically approved in writing by the State and Contractor shall not be required to pay liquidated damages due to negligence or actions of the State or third parties (other than the Contractor's subcontractors, for which the Contractor is responsible pursuant to sections 7.2 and 7.3).

7.2.2.8 The State shall have the sole discretion to waive or reduce assessed amounts of liquidated damages; provided, however, that the failure of the State to assess or the waiver or reduction by the State of liquidated damages in any instance where the State is entitled to liquidated damages pursuant to the terms and conditions of this Contract shall not constitute waiver in any fashion of the State's rights to assess liquidated damages.

7.3 Prime contractor and subcontractors

The awarded Contractor will be the prime contractor and the sole point of contact with regard to contractual matters, including the performance of Custody Services and the payment of any and all charges resulting from contractual obligations. The prime contractor may, with prior written permission from the Department, enter into a subcontracting agreement with or assign all or part of the work with third parties for its performance of any part of Contractor’s duties and obligations, provided that, in no event shall the existence of the subcontract operate to release or reduce the liability of the Contractor to the Department of any breach in the performance of the Contractor’s duties. DOR shall have sole discretion to approve or reject any such subcontractor.

The prime contractor will be responsible for contract performance when subcontractors are used. However, when subcontractors are used, each subcontractor must abide by all terms and conditions of the contract. If subcontractors are to be used, the proposer must clearly explain each subcontractor's participation.

7.4 Confidential, Proprietary and Personally Identifiable Information

7.4.1 Duty of Non-Disclosure and Security Precautions

Contractor shall not use Confidential Information for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than its personnel who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall require all such personnel to read and sign a non-disclosure statement and shall be responsible for the breach of this Contract by any of its personnel.

Contractor shall institute and/or maintain such procedures as are reasonably required to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall apply the same level of care as it employs to protect its own confidential information of like nature.

Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the State, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the State, as directed.

7.4.2 Limitations on Obligations

The obligations of confidentiality assumed by Contractor with respect to Confidential Information, pursuant to this Contract, shall not apply to the extent Contractor can demonstrate that such information:

Is part of the public domain without any breach of this Contract by Contractor; Is or becomes generally known on a non-confidential basis, through no wrongful act of Contractor; Was known by Contractor prior to disclosure hereunder without any obligation to keep it confidential; Was disclosed to Contractor by a Third Party, which to the best of Contractor’s knowledge, is not required

to maintain its confidentiality; Was independently developed by Contractor; or Is the subject of a written agreement whereby the State consented to the disclosure of such information by

Contractor on a non-confidential basis.

7.4.3 Legal Disclosure

If Contractor or any of its personnel shall be under a legal obligation in any administrative, regulatory or judicial circumstance to disclose any Confidential Information, Contractor shall give the State prompt notice thereof (unless it has a legal obligation to the contrary) so that the State may seek a protective order or other appropriate remedy. In the event that such protective order is not obtained, Contractor and its Contracted Personnel shall furnish only that portion of the information that is legally required and shall disclose the Confidential Information in a manner reasonably designed to preserve its confidential nature.

7.4.4 Unauthorized Use, Disclosure, or Loss

If Contractor becomes aware of any threatened or actual use or disclosure of any Confidential Information that is not specifically authorized by this Contract, or if any confidential Information is lost or cannot be accounted for, Contractor shall notify the DOR Contract Manager within the same Business Day the Contractor becomes aware of such use, disclosure, or loss. Such notice shall include, to the best of the Contractor’s knowledge at that time, the persons affected, their identities, and the confidential information disclosed.

The Contractor shall take immediate steps to mitigate any harmful effects of the unauthorized use, disclosure, or loss. The Contractor shall reasonably cooperate with the State’s efforts to seek appropriate injunctive relief or

otherwise prevent or curtail such threatened or actual breach, or to recover its Confidential Information, including complying with a reasonable Corrective Action Plan that shall require the Contractor to do the following:

Notify the affected individuals by mail or the method previously used by the State to communicate with the individual. If the Contractor cannot with reasonable diligence determine the mailing address of the affected individual and the State has not previously contacted that individual, the Contractor shall provide notice by a method reasonably calculated to provide actual notice.

Notify consumer reporting agencies of the unauthorized release. Offer credit monitoring and identify theft insurance to affected individuals from a company and under

terms acceptable to the State for one (1) year from the date the individual enrolls in credit monitoring. Provide a customer service hotline to receive telephone calls and provide assistance and information to

affected individuals during hours that meet the needs of the affected individuals, as established by the State. Adequately staff customer service telephone lines to assure an actual wait time of less than five (5) minutes

for callers.

7.4.5 Liability for Loss of Data

The Contractor shall maintain adequate supporting material or copies to enable Contractor to regenerate Data furnished to Contractor by the State. In the event of loss of such State supplied Data due to machine failure or negligence of the Contractor or its Contracted Personnel, the Contractor shall be liable for such loss and shall replace or regenerate the lost Data from the Contractor’s supporting material by the methods or means deemed most suitable as agreed between the Parties. 7.4.6 Remedies for Breach of This Section

Indemnification: In the event of a breach of this Section by Contractor, Contractor shall indemnify and hold harmless the State and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor and its personnel in violation of this Section, including but not limited to costs of monitoring the credit of all persons whose Confidential Information was disclosed, disallowances and penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by DOR in the enforcement of this Section. In addition, notwithstanding anything to the contrary herein, the Contractor shall compensate the DOR for the actual staff time and other costs associated with the State’s response to the unauthorized use or disclosure of the Confidential Information constituting the breach.

7.4.7 Equitable Relief

The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury shall not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the State, on its own behalf or on behalf of the affected individuals shall be entitled to obtain injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Contract or under applicable law.

7.4.8 Compliance Reviews

DOR may conduct a compliance review of the Contractor’s security procedures to protect Confidential Information under this Section 7.4 Confidential, Proprietary and Personally Identifiable Information, of this Contract.

7.4.9 Liability for Loss of Data/Confidential Information

In the event of loss of DOR Data due to negligence of Contractor or, its agent(s) or Subcontractor(s), Contractor shall be liable for such loss and shall replace or regenerate the lost Data. The Contractor shall be subject to Liquidated Damages for breach of this Section as set forth in Section 7.4 for Confidential, Proprietary and Personally Identifiable Information.

7.5 Ownership of Data

All Data and Documentation contained in the Proposal, except those items included in the form “Designation of Confidential and Proprietary Information (DOA 3027)”, and all Data and Documentation that arise out of this Contract, shall be the property of the State and shall not be copyrighted, trademarked, or patented by the Contractor.

All Data shall be the property of DOR. Contractor shall acquire no rights or licenses, including without limitation intellectual property rights or licenses, to use the Data for its own purposes by virtue of this Contract or otherwise. The Contractor shall not acquire and shall not claim any security interest in the Data. The Contractor shall not mine, access or use in demonstrations any information from the Data for any purpose. Contractor may use the Data solely for the purposes of carrying out its obligations under this Contract.

All information stored, accessed or resulting of any processing of Data under the Contract shall be the property of the DOR.

All reports, outputs or results generated in connection with this Contract shall be the property of the DOR and shall not be used for demonstrations or for any purpose except as authorized by DOR.

Data is and shall remain the sole and exclusive property of the DOR, including but not limited to Intellectual Property rights therein. Additionally, all rights, title and interest in and to any Data relating to DOR business shall remain the property of DOR whether or not supplied to Contractor or uploaded into DOR hardware. Nothing in this Contract shall be construed as conveying any rights or interest in the Data to the Contractor or any Third Party.

Contractor shall not disclose or provide any information or Data to any Third Party for any reason unless required by this Contract, by law, by regulation, or by an order of a court of competent jurisdiction. The requirement of non-disclosure shall extend beyond the Life of the Contract.

7.6 Executed contract to constitute entire agreement

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 Contract Standard Terms and Conditions Awarded Proposal as accepted by the State of WisconsinState Request for Proposal RD160639

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

7.7 Termination for Convenience

Either party may terminate this Contract at any time, without cause, by providing a written notice; DOR by providing at least ninety (90) calendar days’ notice to the Contractor, and the Contractor providing at least one hundred and twenty (120) calendar days' notice to DOR in advance of the intended date of termination.  In the event of termination for convenience, the Contractor shall be entitled to receive compensation for any fees owed for Custody Services previously rendered to DOR. The Contractor shall also be compensated for partially completed Custody Services. In this event, compensation for such partially completed Custody Services shall be no more than the percentage of completion of the Custody Services requested, at the sole discretion of DOR, multiplied by the corresponding payment for completion of such Custody Services as set forth in the Contract. Alternatively, at the sole discretion of DOR, the Contractor may be compensated for the actual Custody Service hours provided. DOR shall be entitled to a refund for goods or Custody Services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund.

7.8 Termination for Cause

DOR may terminate this Contract after providing the Contractor with no less than ninety (90) days written notice for failure of the Contractor to perform under the terms of this Contract identified in the Contractor’s right to cure notice issued by DOR.

The Contractor may terminate this Contract after providing DOR with no less than ninety (90) days written notice for failure of DOR to perform under the terms of this Contract identified in the DOR's right to cure notice issued by the Contractor.

7.9 Contract Cancellation for Contractor Deficiencies

The State reserves the right to cancel this Contract in whole or in part without penalty, upon written notice to the Contractor, if the Contractor:

Fails to perform any material obligation required under this Contract after a thirty (30) day notice and cure period;

Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity;

Makes an assignment for the benefit of creditors;

Fails to follow the sales and use tax certification requirements of s. 77.66, of the Wisconsin Statutes;

Incurs a delinquent Wisconsin tax liability;

Fails to submit a non-discrimination or affirmative action plan as required herein;

Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111, of the Wisconsin Statutes (Wisconsin’s Fair Employment Law);

Becomes a state or federally debarred contractor, or is excluded from federal contracts;

Fails to maintain and keep in force all insurance, permits and licenses as required under this Contract;

Fails to maintain the confidentiality of the State’s information or Data that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; or

In the sole opinion of the State, threatens the health or safety of a State employee, citizen, or customer by the Contractor’s performance of this Contract.

7.10 Contract Amendments

The contract may be amended within the contract period by mutual consent of the parties. No modification or amendment to the contract shall become valid unless in writing and signed by both parties. All correspondence regarding modifications or amendments to the contract must be forwarded to the Department of Administration, attention Patricia Conley, for prior review and approval.

7.11 Debarment

Federal Executive Order (E.O.) 12549 “Debarment” requires that all contractors receiving individual awards, using federal funds, and all sub recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government. Information on debarment is available at the following website: www.sam.gov. See Mandatory Response Sheet – Attachment B.

7.12    Insurance

The Contractor shall:

7.12.1 Maintain workers’ compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

7.12.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract.  Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations.  Provide motor vehicle insurance for all owned, 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.

7.12.3 Maintain Professional Liability / Errors and Omissions coverage with minimum limits of $5,000,000 per occurrence / claim and $5,000,000 million aggregate.

7.12.4 Maintain Financial Institution Bond (fidelity or crime coverage) with minimum limits of $5 million per occurrence and $5,000,000 million aggregate. 

8.0 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) and Supplemental Standard Terms and Conditions for Procurements for Services (DOA-3681)). Failure of the successful proposer to accept these obligations in a contractual agreement may result in cancellation of the award.

9.0 REQUIRED FORMS

The following forms must be completed, signed and submitted with the proposal in accordance with the instructions given in Section 2.4. Blank forms are attached.

Request for Proposal (DOA-3261)Designation of Confidential and Proprietary Information (DOA-3027)Vendor Information (DOA-3477)Vendor Reference (DOA-3478)Vendor Agreement (DOA-3333)Cost Proposal (Attachment A1 & Attachment A2 – Posted to VendorNet)Mandatory Response Sheet (Attachment B)

Wisconsin Department of AdministrationChs. 16, 19, 51DOA-3054 (R10/2005)Page 1 of 3

Standard Terms And Conditions(Request For Bids / Proposals)

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/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and excep-tions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letter-head, 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 specifica-tions and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by 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 quali-fies for governmental discounts and its educational institu-tions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the contractor which are demonstrated to be indus-trywide. 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.

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 perform-ing 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

DOA-3054Page 3 of 3

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 attach-ments 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 this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

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 dele-gated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certi-fied 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 appren-ticeship. 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 exemp-tion occurs from this requirement if the contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance

regarding this clause are available from the contracting state agency.

19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employ-ment, 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 recov-erable 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 and all applicable OSHA Standards.

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

23.0 INSURANCE RESPONSIBILITY: The contractor perform-ing services for the State of Wisconsin shall:

23.1 Maintain workers’ compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

23.2 Maintain commercial liability, bodily injury and prop-erty damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, 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 specifica-tions of this contract.

DOA-3054Page 3 of 3

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 solicita-tion, submission, review, and approval of procurement activities.

Bid/proposal openings are public unless otherwise speci-fied. 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. Proprie-tary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, 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 Informa-tion form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

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 appro-priate 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 mate-rials 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 chemi-cal, 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 offi-cial 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 which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 267-7577.

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

35.0 FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

State of WisconsinDepartment of AdministrationDOA-3681 (01/2001)ss. 16, 19 and 51, Wis. Stats.

Division of Agency ServicesBureau of Procurement

Supplemental Standard Terms and Conditionsfor Procurements for Services

1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The con-tents 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/proposer 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 competi-tion, as to any matter relating to such prices with any other bidder/proposer 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/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procure-ment or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the bidder/proposer 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/proposer's organi-zation 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/proposer'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 provi-

sion, in writing, if those activities of the potential con-tractor 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 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 corpora-tions 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.

State of WisconsinDepartment of AdministrationDOA-3681 (01/2001)ss. 16, 19 and 51, Wis. Stats.

Division of Agency ServicesBureau of Procurement

Supplemental Standard Terms and Conditionsfor Procurements for Services

STATE OF WISCONSINDOA-3027 N(R01/98)

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Proposal #RD160639 includes proprietary and confidential information which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or is otherwise material that can be kept confidential under the Wisconsin Open Records Law. As such, we ask that certain pages, as indicated below, of this bid/proposal response be treated as confidential material and not be released without our written approval.

Prices always become public information when bids/proposals are opened, and therefore cannot be kept confidential.

Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in s. 134.90(1)(c), Wis. Stats. as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and

not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

We request that the following pages not be released (Please state the reasons):

Section Page # Topic

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

IN THE EVENT THE DESIGNATION OF CONFIDENTIALITY OF THIS INFORMATION IS CHALLENGED, THE UNDERSIGNED HEREBY AGREES TO PROVIDE LEGAL COUNSEL OR OTHER NECESSARY ASSISTANCE TO DEFEND THE DESIGNATION OF CONFIDENTIALITY AND AGREES TO HOLD THE STATE HARMLESS FOR ANY COSTS OR DAMAGES ARISING OUT OF THE STATE'S AGREEING TO WITHHOLD THE MATERIALS.

Failure to include this form in the bid/proposal response may mean that all information provided as part of the bid/proposal response will be open to examination and copying. 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.

Company Name ___________________________________________

Authorized Representative ___________________________________________Signature

Authorized Representative ___________________________________________Type or Print

Date ___________________________________________

This document can be made available in accessible formats to qualified individuals with disabilities.

STATE OF WISCONSIN Bid / Proposal # RFP RD160639DOA-3477 (R05/98)

Service SECURITIES CUSTODIAL SERVICES

VENDOR INFORMATION1. BIDDING / PROPOSING COMPANY NAME

Phone ( ) Toll Free Phone ( )

FAX ( ) E-Mail Address

Address

City State Zip + 4

2. Name the person to contact for questions concerning this bid / proposal.

Name Title

Phone ( ) Toll Free Phone ( )

FAX ( ) E-Mail Address

Address

City State Zip + 4

3. Any vendor awarded over $50,000 on this contract must submit affirmative action information to the department. Please name the Personnel / Human Resource and Development or other person responsible for affirmative action in the company to contact about this plan.

Name Title

Phone ( ) Toll Free Phone ( )

FAX ( ) E-Mail Address

Address

City State Zip + 4

4. Mailing address to which state purchase orders are mailed and person the department may contact concerning orders and billings.

Name Title

Phone ( ) Toll Free Phone ( )

FAX ( ) E-Mail Address

Address

City State Zip + 4

5. CEO / President Name

This document can be made available in accessible formats to qualified individuals with disabilities.

STATE OF WISCONSIN Proposal #RFP RD160639

DOA-3478 (R12/96) SECURITIES CUSTODIAL SERVICES

VENDOR REFERENCE

FOR VENDOR:

Provide company name, address, contact person, telephone number, and appropriate information on the product(s) and/or service(s) used for four (4) or more installations with requirements similar to those included in this solicitation document. If vendor is proposing any arrangement involving a third party, the named references should also be involved in a similar arrangement.

Company Name

Address (include Zip + 4)

Contact Person Phone No.Email Address ___________________________________________Product(s) and/or Service(s) Used

Company Name

Address (include Zip + 4)

Contact Person Phone No.Email Address ___________________________________________Product(s) and/or Service(s) Used

Company Name

Address (include Zip + 4)

Contact Person Phone NoEmail Address ___________________________________________Product(s) and/or Service(s) Used

Company Name

Address (include Zip + 4)

Contact Person Phone No.Email Address ___________________________________________Product(s) and/or Service(s) Used

This document can be made available in accessible formats to qualified individuals with disabilities.

State of WisconsinDepartment of AdministrationDOA-3333 (R03/2004)

Division of State Agency ServicesState Bureau of Procurement

Vendor AgreementWisconsin’s Cooperative Purchasing Service

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts. Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with 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

     

ATTACHMENT A1

COST PROPOSALRFP RD160639

CUSIP Number Level

(Posted Separately to VendorNet)

ATTACHMENT A2

COST PROPOSALRFP RD160639

Property Identification Number Level

(Posted Separately to VendorNet)

ATTACHMENT B

UNCLAIMED PROPERTY SECURITIES CUSTODIAL SERVICESRFP RD160639

MANDATORY RESPONSE SHEET

The following requirements are mandatory and the Proposer shall satisfy them. Proposer’s responses will be reviewed by the Evaluation Committee to determine if mandatory requirements are met. Should any question(s) be unanswered or checked “No”, Proposer’s proposal shall be rejected and eliminated from further consideration. This form must be included with your proposal.

The Proposer shall respond by checking (X) either “Yes” or “No” for each requirement to indicate if the Proposer can certify the statement is true. A blank response shall be interpreted as “No, we cannot certify the statement is true and cannot meet these requirements.” A response that is checked both “YES” and “NO” within the same section shall be interpreted as “NO, we cannot certify the statement is true and cannot meet these requirements.

Section Mandatory Requirements – Section 4.1

Yes, I can meet these

requirements

No, I cannot meet these

requirements

4.1.1 Wisconsin Act 136 [§16.705(1r), Wis. Stats.], these services must only be performed within the boundaries of the United States.  The inability to perform services in the United States shall be grounds for disqualifying your proposal for the Contract. Vendor must state where the services will be performed_____________________.

4.1.2 Proposer and/or their subcontractor shall have provided Custody Services for a State Unclaimed Property Program with the last three (3) years. See Section 4.4

4.1.3 Proposer shall be registered as a member and in good standing with the New York Stock Exchange, American Stock Exchange, NASDAQ and National Association of Securities Dealer, and shall be a participating member in the Depository Trust Corporation. Proposer shall submit verification document with their RFP.

4.1.4 Contractor shall receive securities reported by holders for the UCP Program and transfer securities to UCP’s unique account.

4.1.5 Contractor shall maintain and manage DOR UCP securities portfolio including but not limited to, processing dividends, splits and mergers.

4.1.6 Contractor shall perform securities transactions as directed by DOR including but not limited to, transfers, re-registration and sales.

4.1.7 Contractor shall remit cash proceeds from securities transactions at a minimum on a weekly basis, to designated DOR financial accounts. The remittance/transfer monies shall be made by ACH credit using NACHA rules and file formats.

4.1.8 Contractor shall maintain the securities in an interest-bearing, segregated account. Contractor shall provide account details to DOR when requested.

4.1.9 Data files provided by the Contractor shall be in .XML format.

4.1.10 Contractor shall maintain a copy of all records for receipts, certificates, deliveries, and locations of securities, funds, and other property, together with a current inventory thereof, for a period of not less than five (5) years.

4.1.11 Contractor shall have a backup system in place in case of a complete processing site failure, and a disaster recovery program in place which includes a business continuity plan to become operational should a catastrophic event occur. Procedures shall be in place for communicating to clients regarding alternative processing procedure during processing problems with disasters. Contractor shall provide information to DOR upon

contract award.

4.1.12 Contractor shall provide resources to DOR staff during normal working hours (7:00 AM to 5:00 PM, CST, five business days a week) that include:

Staff to respond top DOR inquiries within 24 hours; and Secured on-line access to information to track inventory and account value

information, corporate activity, reorganization information, securities transaction information for transfers, re-registrations, and sales, disbursements to owners, and other information inquiries.

7.10 Federal Executive Order (E.O.) 12549 “Debarment” requires that all contractors receiving individual awards, using federal funds, and all sub recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government. Information on debarment is available at the following website: www.sam.gov.

APPENDIX 1

DOR Security Transactions

(Posted separately to VendorNet)

APPENDIX 2

Holder Report Guide

(Posted separately to VendorNet)

APPENDIX 3

Sample Non-Disclosure Agreement

(Posted separately to VendorNet)