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									      REQUEST FOR PROPOSAL (RFP)

SOUTHEAST WISCONSIN TRANSIT MARKETING PROJECT

             IMAGE AND RIDERSHIP INITIATIVE


                           RFP #261513



                               Issued by:

                          STATE OF WISCONSIN
                  DEPARTMENT OF TRANSPORTATION
            Division of Transportation Investment Management
           Bureau of Transit, Local Roads, Railroads & Harbors



                 Proposals must be submitted
                    no later than 2:00 PM
                     September 29, 2006

Important: See building security access restrictions in section 2.3



           LATE PROPOSALS WILL BE REJECTED
          There will not be a public opening for this RFP



           For further information regarding this RFP
                     contact Jane DeRosia
                     phone: (608) 266-2236
             e-mail: jane.derosia@dot.state.wi.us



                                Issued:
                               08/28/06
                                                  TABLE OF CONTENTS
1.0   GENERAL INFORMATION
      1.1   Introduction
      1.2   Definitions
      1.3   Scope
      1.4   General Responsibilities of WisDOT
      1.5   General Responsibilities of Partners
      1.6   Clarification and/or revisions of this RFP
      1.7   Proposer conference
      1.8   Reasonable accommodations
      1.9   Calendar of events
      1.10  Contract term and funding
      1.11  Certification for collection of sales and use tax
      1.12  VendorNet registration

2.0   PREPARING AND SUBMITTING A PROPOSAL
      2.1   General instructions
      2.2   Incurring costs
      2.3   Submitting the proposal
      2.4   Proposal organization and format
      2.5   Multiple proposals
      2.6   Withdrawal of proposals

3.0   PROPOSAL SELECTION AND AWARD PROCESS
      3.1   Evaluation committee
      3.2   Preliminary evaluation
      3.3   Right to reject proposals
      3.4   Proposal scoring
      3.5   Evaluation criteria
      3.6   Interviews/presentations
      3.7   Final evaluation
      3.8   Award and final offers
      3.9   Notification of intent to award
      3.10  Appeals process
      3.11  Negotiate contract terms

4.0   MANDATORY REQUIREMENTS

5.0   PROPOSER INFORMATION
       5.1  Organization capabilities
       5.2  Account information and background
       5.3  Staff qualifications
       5.4  Proposer references

5.0   PROPOSER SOLUTIONS FOR CONTRACT REQUIREMENTS
      5.1   Transit Industry Knowledge
      5.2   Proposer solutions

6.0   DESIRED AND VALUE-ADDED CAPABILITIES AND SOLUTIONS
      6.1   General instructions on preparing cost proposals
      6.2   Southeast Wisconsin Regional Knowledge
      6.3   Case Studies

7.0   COST PROPOSAL
      7.1   General instructions for the cost proposal and how it will be scored
      7.2   Format for submitting cost proposal
      7.3   Fixed price period

8.0   REQUIRED FORMS
      8.1   Found in front section before the request for proposal document:
      8.2   Found in the back section of the request for proposal document:
            Attachment A - Proposer Information Sheet
            Attachment B - References Sheet
            Attachment C - Proposer Checklist
            Attachment D - Cost Proposal Form
            Attachment E – MBE Sub-Contracting & Commitment Plan

9.0   PROPOSED CONTRACT
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 3 of 44


1.0   GENERAL INFORMATION

      1.1    Introduction

             The purpose of this document is to provide interested parties with information to enable them to prepare and
             submit a proposal for a two-year Image and Ridership Initiative for the Southeast Wisconsin Transit
             Marketing Project. The Southeast Wisconsin Transit Marketing Project is a coordinated marketing and
             research effort designed to improve the regional attitudes about public transportation and increase the
             patronage of local fixed-route bus systems and select commuter route systems in the southeastern area of
             Wisconsin. Two separate Requests for Proposal (RFP) will be issued to obtain assistance for the marketing
             project: 1) a market research agency and 2) a full-service advertising agency. This RFP is for the full-service
             advertising agency that will prepare the creative materials for the multi-media campaigns and will complete
             the media buys for the promotions. The research firm will provide background data for use in development of
             multi-media campaigns as well as post-campaign evaluations at the conclusion of each advertising wave.

             The State of Wisconsin, as represented by the Wisconsin Department of Transportation (WisDOT), intends
             to use the results of this RFP to award a two-year contract, with three optional one-year extensions for the
             Image and Ridership portion of the marketing project. Section 9.0 of this RFP document contains the
             proposed contract. WisDOT’s contract administrator will be determined after award.

             The sole point of contact for the State of Wisconsin during the selection process is the WisDOT Purchasing
             Unit. Jane DeRosia, Purchasing Agent, is responsible for managing the procurement process.

      1.2    Definitions

             The following definitions are used throughout the RFP:
                Agency means the Wisconsin Department of Transportation
                Contractor means the proposer awarded the contract
                Department means the Wisconsin Department of Transportation
                Proposer/Vendor means a company or individual submitting a proposal in response to this RFP
                Regional Marketing Partnership, the partnership, or the partners means the consortium between the
                Kenosha Transit System, the Milwaukee County Transit System, the Racine Belle Urban System, the
                Waukesha Metro Transit System, the Ozaukee County Transit System, the Washington County Transit
                System and WisDOT.
                WisDOT means the Wisconsin Department of Transportation

      1.3    Scope

             1.3.1     Project Description
                       Southeastern Wisconsin is one of nine regions in the United States with severe air quality problems.
                       The region also faces growing traffic congestion and mobility needs. Public transportation is a cost
                       effective way to address these regional problems. There are six public urban transit systems
                       operating fixed-route bus service in Southeastern Wisconsin: the Kenosha Transit System, the
                       Milwaukee County Transit System, the Racine Belle Urban System, the Waukesha Metro Transit
                       System, the Ozaukee County Transit System and the Washington County Transit System. In total,
                       these systems carry nearly 59 million passengers per year.

                       These transit systems have joined together with the Wisconsin Department of Transportation
                       (WisDOT) to form a partnership for the purpose of creating a regional marketing program. As part of
                       the funding arrangement for this program, each transit system also conducts local marketing efforts
                       separate from the regional campaigns based on the unique needs of their particular service area.
                       The creative assistance and media purchasing requested through this RFP will focus only on the
                       regional partnership activities and will not include the individual local marketing efforts conducted by
                       each transit system.
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 4 of 44



             1.3.2     Objectives/Needs
                       The objectives of the comprehensive regional partnership include:

                       Image/Understanding – To increase positive attitudes and opinions about public transportation
                       services in southeastern Wisconsin by stressing the key personal and community benefits provided
                       by using public transportation.

                       Ridership – To increase short and long-term ridership levels for the public transit systems in
                       southeastern Wisconsin.

                       Research and Evaluation – To conduct ongoing market research that identifies key thematic and
                       positioning platforms; identifies key benchmarks of attitudes, awareness, ridership and other critical
                       factors; measures shifts in the key benchmarks within the southeastern Wisconsin region that are
                       attributable to the partnership effort; and determines advertising recall levels and public perception of
                       the advertising materials produced for the partnership.

                       Coordination – To devise a system whereby the marketing partnership, the two project contractors
                       and WisDOT will be able to communicate and coordinate efforts funded by independent local efforts
                       and through the regional marketing partnership.

                       The purpose of this RFP is to identify and select a full-service advertising agency to satisfactorily
                       accomplish the objectives identified for Image/Understanding and Ridership. A separate RFP will be
                       issued to identify and select a full-service market research agency to satisfactorily accomplish the
                       objectives identified for Research and Evaluation. A steering committee composed of representatives
                       from the partnership is charged with the primary responsibility for Coordination and program
                       oversight during the project. The vendor selected for the Image and Ridership Initiative and the
                       vendor selected for the Research and Evaluation Initiative will provide recommendations and
                       assistance to the steering committee to facilitate the coordination objectives of the partnership.

             1.3.3     Current Operations (history & background)
                       Beginning in 1996, the Southeast Wisconsin Marketing Project has been comprised of seasonal
                       marketing waves spanning two calendar years. Each wave contains a marketing/advertising effort
                       and a research/evaluation component. As stated above, the research component for the next two
                       years (2007-2008) will be issued through a separate RFP. The project is currently completing its
                       spring through fall, 2006 waves of advertising.

      1.4    General Responsibilities of WisDOT

             Project Management for the Southeast Wisconsin Transit Marketing Project will be determined after award.
             The Project Manager is the WisDOT contact for contract issues, invoices and payments, review of products,
             scheduling of meetings and other necessary managerial tasks for this project. The Project Manager is also
             the primary point of contact with the Contractor and attends all steering committee and project meetings.

      1.5    General Responsibilities of the Partners

             1.5.1     Data: The partners have market research data on ridership demographics, bus patron attitude
                       studies and opinion surveys of the general public. A copy of all available information will be provided
                       to the Contractor for their use in the project.

             1.5.2     Marketing Research Information: All other available market research and information developed by a
                       Contractor from the Research and Evaluation Initiative will also be provided to the Contractor. The
                       market research data to be developed through the Research and Evaluation Initiative will include
                       information on thematic and positioning platforms, and transit attitudes and perceptions.
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 5 of 44


             1.5.3     Supplementary Data Collection: The partners will work with the Contractor to obtain other
                       information that may already be available and has been requested by the Contractor.

      1.6    Clarification and/or revisions of this RFP.

             Proposers are expected to raise any questions, noted errors, discrepancies, ambiguities, exceptions,
             additions or deficiencies they have concerning this proposal in writing by September 11, 2006 to:

                               Jane DeRosia, Purchasing
                               WI Dept. of Transportation
                               PO Box 7396
                               Madison, WI 53707-7396
                               Fax: (608) 267-3609
                               E-mail: jane.derosia@dot.state.wi.us

             If a proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this
             proposal after the above date, they shall immediately notify the above named individual of such error and
             request modification or clarification of the proposal document before the proposal opening date.

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

             Only an official written amendment issued by WisDOT’s Purchasing will make revisions to this proposal.
             Proposers may attach additional relevant information to their proposal response.

      1.7    Proposer conference

             A Proposer Conference will be held on September 13, 2006 from 1:00 – 3:00 at the Wisconsin Department of
             Transportation’s Southeast Regional Office, 141 Northwest Barstow, Waukesha WI in Room 122, to respond
             to questions and to provide any needed additional instruction to vendors on the submission of proposals. All
             proposers who intend to respond to this RFP are encouraged to attend the proposer conference. Any
             changes as a result of the conference, and all questions and answers from the conference, will be mailed to
             all potential proposers in an amendment.

      1.8    Reasonable accommodations

             Upon request, WisDOT will provide reasonable accommodations, including the provision of informational
             material in an alternative format, for qualified individuals with disabilities. If you think you need
             accommodations at a bid opening/proposer conference, contact Jane Derosia, Purchasing, at (608) 266-2236
             (voice) or Wisconsin Telecommunications Relay System (TTY) at 1-800-947-3529.
WISCONSIN DEPARTMENT                                                                                                RFP #261513
OF TRANSPORTATION                                                                                                   Page 6 of 44



      1.9    Calendar of events

             Listed below are specific and estimated dates and times of actions related to this RFP. The actions with
             specific dates must be completed as indicated unless otherwise changed by WisDOT. In the event that
             WisDOT finds it necessary to change any of the specific dates and times, it will do so by issuing amendments
             to this RFP. However, there may or may not be a formal notification issued for changes of the estimated
             dates and times.

                              DATE                                            EVENT
                    August, 2006                    RFP issuance date
                    September 11, 2006              Last day for submitting written questions
                    September 13, 2006              Proposer conference @ 1:00 p.m. (see 1.7)
                    September 20, 2006              Mail amendments to proposers, which include answers to
                                                       questions, supplements and/or revisions to RFP
                    September 29, 2006              Proposals due on or before 2:00 p.m.
                    October 18 and/or 19,           Interviews/presentations (estimated/if needed)
                    2006
                    November 17, 2006               Notification of intent to award sent to proposers
                                                    (estimated)
                    January 1, 2007                 Contract start date

      1.10   Contract term and funding

             The contract shall be effective on the date indicated on the purchase order or contract and shall run for two
             (2) years from that date. By mutual agreement of the partners and the contractor, the contract may be
             renewed up to three (3) additional one-year periods.

             Estimated funding for this project totals $1 million - $1.1 million for the initial 2-year contract.

      1.11   Certification for collection of sales and use tax

             The State of Wisconsin shall not enter into a contract with a vendor and reserves the right to cancel any
             existing contract if the vendor or contractor has not met or complied with the requirements of s.77.66, Wis.
             Stats. and related statutes regarding certification for collection of sales and use tax.

      1.12   VendorNet registration

             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 for information on state purchasing practices and policies, goods and services
             that the State buys and tips about selling to the State. Vendors may use the same Web address for inclusion
             on the bidders list for goods and services that the organization wants to sell to the State. A subscription with
             notification guarantees the organization will receive an e-mail message each time a state agency, including
             any campus of the University of Wisconsin system, posts a request for bid or a request for proposal in their
             designated commodity/service area(s) with an estimated value over $25,000. Organizations without Internet
             access receive paper copies in the mail. Increasingly, state agencies are also using VendorNet to post
             simplified bids valued at $25,000 or less. Vendors may also receive e-mail notices of these simplified bid
             opportunities. If questions exist about VendorNet, call the VendorNet Information Center at 1-800-482-7813
             or, for Madison area organizations, call 264-7898.

             You may register for WisDOT’s vendor database by accessing the Purchasing web site
             http://www.dot.wisconsin.gov/business/purchase/index.htm, by e-mailing
             tipscorrespondence.dbm@dot.state.wi.us, or via telephone at 608-267-7723.
WISCONSIN DEPARTMENT                                                                                            RFP #261513
OF TRANSPORTATION                                                                                               Page 7 of 44




2.0   PREPARING AND SUBMITTING A PROPOSAL

      2.1    General instructions

             The evaluation and selection of a contractor will be based on the information submitted in the proposal plus
             references and any required on-site visits, interviews/presentations or demonstrations. Proposers should
             respond clearly and completely to all requirements. Failure to respond to each of the requirements in the RFP
             may be the basis for rejecting a proposal.

             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, in a sealed package, One (1) original (please identify it as such) PLUS five (5)
             copies of all materials required for acceptance of their proposal on or before 2:00 p.m., Friday, September
             29, 2006 to:

                       via U.S. Mail:                          via UPS, Fed Ex, Airborne, etc.:
                       Purchasing, Attention: Jane DeRosia     Purchasing, Attention: Jane DeRosia
                       WI Department of Transportation         WI Department of Transportation
                       4802 Sheboygan Ave., Room 751           4802 Sheboygan Ave., Room 751
                       PO Box 7396                             Madison, WI 53705
                       Madison, WI 53707-7396

             A proposer may choose to hand deliver their proposal package on or before the date and time listed above.
             Due to building security, access to the WisDOT Purchasing Office is restricted and may present a
             delay when hand delivering your proposal. Be sure to allow ample time for security clearance.

             All proposals must be time-stamped by the WisDOT Purchasing Office by the stated time. Proposals not so
             stamped will not be accepted. Receipt of the proposal by the state mail system does not constitute receipt of
             the proposal by the WisDOT Purchasing Office.

             WisDOT does not accept proposals submitted by fax or e-mail. 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
                       --   Request for Proposal number
                       --   Proposal due date

             COST PROPOSAL: Submit an original plus one (1) copy (Attachment D below). Seal in an envelope and
             submit within the proposal package. The outside of the envelope should clearly state “Cost Proposal” and the
             name of proposer.

      2.4    Proposal organization and format

             Proposal should be typed and submitted on 8-1/2 by 11 inch paper and bound securely.

             Proposers responding to this RFP must comply with the following format requirements:
WISCONSIN DEPARTMENT                                                                                              RFP #261513
OF TRANSPORTATION                                                                                                 Page 8 of 44



             (a)       Tab 1 - COVER LETTER, RFP SIGNATURE PAGES, DESIGNATION OF CONFIDENTIAL &
                       PROPRIETARY INFORMATION FORM and PROPOSER INFORMATION SHEET: Include here any
                       cover letter, the RFP signature pages 1 & 2, any amendment signature pages, the designation of
                       confidential & proprietary information form found in the front section of the RFP and Attachment A--
                       Proposer Information Sheet found at the end of this RFP.

                       The Vendor Agreement form is not required and inclusion is the proposer’s decision. The person in
                       the proposer’s organization who is responsible for the proposal submittal, including prices, must sign
                       proposals submitted in response to this RFP. Each proposal shall stipulate that it is predicated upon
                       the requirements, terms and conditions of this RFP and any amendments thereof.

             (b)       Tab 2 - FINANCIAL STABILITY DOCUMENTATION: Proposers responding to this RFP must be
                       able to substantiate their financial stability by submitting either a letter from proposer’s bank or
                       auditor verifying financial stability. Do not submit financial statements/documents. The State may
                       request additional reports on financial stability from an independent financial rating service in order to
                       further substantiate stability.

             (c)       Tab 3 - RESPONSE TO PROPOSER INFORMATION REQUIREMENTS: Responses to the
                       proposer information requirements must be in the same sequence and numbered as they appear in
                       this RFP. Include here Attachment B--References Sheet found at the end of this RFP.

             (d)       Tab 4 - RESPONSE TO PROPOSER SOLUTIONS TO CONTRACT REQUIREMENTS: Responses
                       to the desired and value-added capabilities and solutions section must be in the same sequence and
                       numbered as they appear in this RFP.

             (e)       Tab 5 - PROPOSER CHECKLIST (Attachment C)

             (f)       Tab 6 - MBE SUB-CONTRACTING & COMMITMENT PLAN (Attachment E)

             (g)       Separate envelope - COST PROPOSAL: Provide cost information as detailed in section 6.0 in this
                       RFP. All costs, as requested, for furnishing the product(s) and/or service(s) must be included in this
                       proposal. No mention of the cost proposal may be made in the response to the general, technical,
                       performance or support requirements of this RFP.

      2.5    Multiple proposals

             Multiple proposals from a proposer will be permissible; however, each proposal must fully conform to the
             requirements for proposal submission. Each such proposal must be separately submitted and labeled as
             Proposal #1, Proposal #2, etc. on each page included in the response.

      2.6    Withdrawal of proposals

             Proposals shall be irrevocable until contract award unless a proposal is withdrawn. Proposers may withdraw
             a proposal, in writing, at any time up to the proposal due date and time, or upon expiration of 180 days after
             the due date and time. The Purchasing Agent or Purchasing Supervisor managing this RFP process must
             receive the written withdrawal notice. An authorized representative of the proposer must sign the notice. 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 due date and time.
WISCONSIN DEPARTMENT                                                                                         RFP #261513
OF TRANSPORTATION                                                                                            Page 9 of 44




3.0   PROPOSAL SELECTION AND AWARD PROCESS

      3.1    Evaluation committee

             WisDOT's evaluation committee will consist of members who have been selected because of their special
             expertise and knowledge of the service(s) and/or product(s) that are the subject of this RFP. Proposers may
             not contact members of the evaluation committee except at WisDOT's request.

      3.2    Preliminary evaluation

             The proposals will be initially reviewed to determine if mandatory requirements are met. Failure to meet
             mandatory requirements shall result in the proposal being rejected. In the event that all proposers do not
             meet one or more of the mandatory requirements, WisDOT reserves the right to continue the evaluation of
             the proposals that most closely meet the mandatory requirements of this RFP.

      3.3    Right to reject proposals

             WisDOT reserves the right to reject any and all proposals.

      3.4    Proposal scoring

             Accepted proposals will be reviewed by the evaluation committee and scored against the stated criteria. The
             committee may review references, request interviews/presentations, conduct demonstrations and/or on-site
             visits. The resulting information will be used to score the proposals. Proposals from state-certified Minority
             Business Enterprises may have points weighted by a factor of 1.00 to 1.05 to provide up to a five percent
             (5%) preference to these businesses. The evaluation committee's scoring will be tabulated and proposals
             ranked based on the numerical scores received.

      3.5    Evaluation criteria

             The proposals will be scored using the following criteria:

                       Description                                                            Points
                A.     Proposer Information (section 5.0)                                              400
                               5.1 Organization capabilities                            200
                               5.2 Account information and background                    75
                               5.3 Staff qualifications                                 125

                B.     Desired & Value–added capabilities and solutions (section                       500
                       6.0)
                               6.1 Transit industry knowledge                           160
                               6.2 Southeast Wisconsin regional knowledge               180
                               6.3 Case studies                                         160

                C.     Cost (section 7)                                                                100

                       TOTAL                                                                       1000


      3.6    Interviews/presentations

             Top-scoring proposers, based on the evaluation of the written proposal, may be required to have
             interviews/presentations (see calendar of events) to support and clarify their proposals if requested by the
             State. The State will make every reasonable attempt to schedule each interview/presentation at a time and
WISCONSIN DEPARTMENT                                                                                           RFP #261513
OF TRANSPORTATION                                                                                              Page 10 of 44


             location that is agreeable to the proposer. Failure of a proposer to complete a scheduled
             interview/presentation to the State may result in rejection of that proposer's proposal. WisDOT may conduct
             site visits of proposer and/or references’ facilities to clarify or confirm proposal information.

      3.7    Final evaluation

             Upon completion of any interviews/presentations and demonstrations by proposers, the evaluation team will
             review their evaluations and make adjustments to the requirements scores based on the information obtained
             in the interview/presentation, demonstration, possible reference checks and/or any other pertinent proposer
             information.

      3.8    Award and final offers

             The contract award will be granted in one of two ways. The award may be granted to the highest scoring
             responsive and responsible proposer. Alternatively, the highest proposer or proposers may be requested to
             submit best and final offers. If best and final offers are requested by WisDOT, they will be evaluated against
             the stated criteria, scored and ranked by the evaluation committee. The award will then be granted to the
             highest scoring proposer if contract negotiations are successfully concluded. However, a proposer should not
             expect that WisDOT will request a best and final offer.

      3.9    Notification of intent to award

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

             After notification of the intent to award is made, and under the supervision of agency staff, copies of
             proposals will be available for public inspection from 7:30 a.m. to 4:00 p.m. in the WisDOT Purchasing
             Section, Room 751, 4802 Sheboygan Avenue, Madison, Wisconsin. Proposers should make appointments to
             ensure that space and time are available for the review. Contact the Purchasing Agent managing this RFP
             process.

      3.10   Appeals process

             The appeals process applies only to those requests for proposal for services that result in a contract greater
             than $25,000. Notices of intent to protest and protests must be made in writing. Protestors should make their
             protests as specific as possible and should identify Wisconsin Statutes and Wisconsin Administrative Code
             provisions that are alleged to have been violated.

             The written notice of intent to protest the intent to award a contract must be filed with Frank J. Busalacchi,
             Secretary of the Wisconsin Department of Transportation. Written notice must be received by Secretary
             Busalacchi no later than five (5) working days after the notice of intent to award is issued. Written notice can
             be submitted via US mail at Wisconsin Dept. of Transportation, 4802 Sheboygan Avenue, PO Box 7910,
             Madison, WI 53707, via phone (608) 266-1114, or via fax (608) 266-9912.

             Written protests must be received by Secretary Busalacchi no later than ten (10) working days after the
             notice of intent to award is issued.

             The decision of the head of the procuring agency may be appealed to the Secretary of the Wisconsin
             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 provision of the
             Wisconsin Administrative Code.

      3.11   Negotiate contract terms.

             The agency reserves the right to 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
WISCONSIN DEPARTMENT                                                                                            RFP #261513
OF TRANSPORTATION                                                                                               Page 11 of 44


              with the highest scoring proposer, the agency may negotiate a contract with the next highest scoring
              proposer.

4.0   MANDATORY REQUIREMENTS (Submit under Tab 3 of proposal; see section 2.4 above)

      Compliance with the following mandatory requirements must be met. Failure to meet a mandatory requirement shall
      result in the rejection of your proposal. See Section 2.4 and 3.2 above.

      The Contractor shall design and implement a marketing plan and a wide range of marketing products for the Image
      and Ridership portion of the Southeast Wisconsin Transit Marketing Project. The specific deliverables for the project
      will include:

      4.1     A marketing plan for the regional program consistent with the local efforts of the partners. Note: Each system
              is responsible for marketing in their local markets. Therefore, the project will not deal with local marketing
              issues, plans, strategies or activities but the Consultant will be required to develop products which are
              compatible with the local campaigns.

      4.2     Specific approved marketing activities and products, as proposed in the marketing plan, and implemented in
              the region in a timely and cost-effective manner. The results of these activities should be an improved image
              for, and understanding of, public transportation and increased regional transit ridership. These activities could
              be, but are not limited to, media purchases and the production of appropriate advertising materials in
              conjunction with media purchases, direct mail, special promotions, marketing to key target audiences, etc.

              Note: While some or all of the partners may want to localize materials produced, the materials are intended
              for use in the regional program only. Any partner using any of the marketing materials locally may pay for the
              modification to make those materials suitable locally and for local uses outside of the approved marketing
              plan.

      4.3     Attendance at all Project Review Committee meetings, meetings of transit commissions and other meetings
              as identified in the proposal.

      4.4     The contractor will begin work on this project on January 1, 2007. The contractor will complete all
              deliverables within twenty-four (24) months of the project start date. The contractor shall provide a project
              schedule indicating completion of tasks as outlined in the Responsibilities of the Contractor/Scope of
              Services.

              The project schedule shall include the following:

              A. Complete a final marketing plan within forty-five (45) days of the project startup. The final marketing plan
                 shall include an implementation schedule for the balance of the project.

              B.   A commitment to have the Creative Coordinator at meetings where creative materials are presented and
                   discussed. A commitment to have the Media Buyer at meetings where media buying strategies are
                   presented and discussed. A commitment to have the Interactive (web-based) representative at meetings
                   where web-based strategies are discussed. A commitment to have key members of the account team at
                   other required meetings with Department staff, the Project Review Committee and any other
                   recommended meetings.

5.0   PROPOSER INFORMATION (Submit under Tab 4; see section 2.4 above)

      5.1     Organization capabilities (200 possible points)

              Describe the firm's experience and capabilities providing similar services to those required in the Southeast
              Wisconsin Transit Marketing project. Identify the location of account services, media buying, graphic design,
WISCONSIN DEPARTMENT                                                                                            RFP #261513
OF TRANSPORTATION                                                                                               Page 12 of 44


             copy-writing and print/broadcast production coordination. Firms will be judged on the coordination and
             integration of these roles in similar marketing programs.

             Identify the firm’s experience with developing advertising products for each specific media outlet: television,
             radio, print, direct mail, out-of-home, and Internet. Be specific and identify projects, dates, and results (ad
             recall, etc).

      5.2    Account information and background (75 possible points)

             5.2.1     What were your annual agency billings for 2002 through 2005 and what are your projected billings for
                       2006? Identify the percentage of 2005 billings for the following media outlets: newspaper, radio,
                       television, magazine, transit, outdoor, direct mail, Internet and other.

             5.2.2     How many active client accounts does your agency presently handle? What is the average service
                       time of all accounts? What types of businesses are represented by your active accounts?

             5.2.3     How many accounts did you lose or resign in 2005? How many accounts did you gain in 2005?

             5.2.4     What is the approximate billing of your largest account? What is the approximate billing of your
                       smallest account?

             5.2.5     Assuming approximately $500,000 in annual commissionable media billing and production, where
                       would this project rank among your clients?

      5.3    Staff qualifications (125 possible points)

             Identify key staff your company will assign to fulfill the contract requirements. Detail who would be contract
             manager(s), etc. Provide resumes describing the educational and work experiences for each of the key staff
             that would be assigned to the WisDOT project. Detail the number of hours for each key staff member that
             you estimate will be needed to fulfill the contract requirements.

      5.4    Proposer references

             Proposers must include in their proposal a list of all (no less than 3) organizations and/or clients with whom
             the proposer has done business similar to that required by this solicitation in the last five years. Any
             references that are similar in scope to this RFP should be noted. Include points of contact (person’s name,
             company name, address and telephone number) and a brief description of the project or assignment that was
             the basis for the business relationship. If contacted, all references must verify that a high level of satisfaction
             was provided.

             The procuring agency will determine which, if any, references to contact and/or visit to assess the quality of
             work performed, the personnel assigned to the project and/or see the product in use. The proposer will not
             be present during any reference check site visits. The results of any reference checks will be provided to the
             evaluation committee and will be used when scoring the written proposal. (NOTE: Potential subcontractors
             cannot be references.)

             Attachment B--References Sheet will be considered your response to this section. Attach extra sheets if
             necessary. WisDOT may also utilize other sources of information about the product(s) and/or service(s)
             provided by the proposer.

6.0   DESIRED AND VALUE-ADDED CAPABILITIES AND SOLUTIONS (Submit under Tab 5; see section
      2.4 above)

      Proposers are encouraged to exceed mandatory requirements and should state any value-added solutions in your
      response.
WISCONSIN DEPARTMENT                                                                                               RFP #261513
OF TRANSPORTATION                                                                                                  Page 13 of 44


      The following desired features will be scored based on their value to the WisDOT:

      6.1   Transit Industry Knowledge (160 possible points)

            Provide a statement, no longer than one page, which characterizes and defines the business of public
            transportation in your own words and enumerates its key benefits. The statement should briefly describe how
            transit systems in the region could be positioned to attain the objectives of improved image and understanding
            and increased ridership.

      6.2   Southeast Wisconsin Regional Knowledge (180 possible points)

            Identify the firm’s knowledge and experience in the region. Specifically describe past and existing clients served
            in southeastern Wisconsin since 2002. Include the types of media placed and approximate billing levels.
            Identify key staff proposed in response to this RFP who were assigned to projects within the region.

      6.3   Case Studies (160 possible points)

            Proposers should include up to three (3) case studies demonstrating successful marketing/advertising
            campaigns that most closely relate to the purpose and outcome of the project. These case studies should be
            no longer than three (3) pages each and should include a client contact person, address and phone number.
            The proposer should provide no more than two (2) samples of a creative product from each case study.
            (Please note: It will not be possible to return these samples.)

7.0   COST PROPOSAL

      7.1     General instructions for the cost proposal and how it will be scored.

              The cost proposal must be submitted in a separate envelope within the written proposal package. All prices
              must be quoted in U.S. Dollars.

              The Purchasing Agent will score the cost proposals by prorating with the lowest cost proposal receiving the
              highest score. The calculation of points awarded to subsequent proposals will use the lowest dollar proposal
              amount as a constant numerator and the dollar amount of the firm being scored as the denominator. This
              number is then multiplied by the number of points given to the cost section of the RFP resulting in the cost
              proposal score.

                  Lowest Proposed Cost
                        (constant)            X     Maximum evaluation points given to cost           =   Score
                  Other Proposer's Cost
                (varies according to proposal being scored)


      7.2     Format for submitting cost proposal. Use Cost Proposal--Attachment D.
              Submit one original (please identify it as the original) plus one copy.

              For the 2-year total budget:
              a.      Labor cost (by individual and job title, list estimated hours, hourly rate and total cost)
              b.      Overhead (show as a percent of labor)
              c.      Travel* (transportation, lodging, meals, expenses)
              d.      Other direct expenses (materials, communication, etc.)
              e.      Media purchase
              f.      TOTAL 2-YEAR PROJECT COST

                  *State of Wisconsin’s current per-diem rates are:
WISCONSIN DEPARTMENT                                                                                          RFP #261513
OF TRANSPORTATION                                                                                             Page 14 of 44


                    Meals: breakfast $8, lunch $9, dinner $17 (including tax and tip)
                    Lodging: $62 per night, single, exclusive of tax
                         ($72 per night for Milwaukee, Racine and Waukesha Counties)
                    Mileage reimbursement: $0.425 per mile
                    Airfare: coach rates

              WisDOT will NOT pay an hourly labor rate for consultant travel time.

      7.3     Fixed price period

              All prices, costs and conditions outlined in the proposal shall remain fixed and must be valid for acceptance
              for sixty (60) days starting on the due date for proposals.

              The awarded contractor must hold the accepted prices and/or costs for the entire contract period. Any
              adjustment to prices and/or costs at the beginning of a contract renewal period will be negotiated between
              WisDOT and the Contractor.

8.0   REQUIRED FORMS

      The following forms must be completed and submitted with the proposal in accordance with the instructions given in
      Section 2.4. Blank forms are attached. Failure to submit all forms may result in rejection of your proposal.

      8.1     Found in front section that precedes the RFP document:

              A.       Request for Proposal Signature Page and any Request for Proposal Amendment Signature Page
              B.       Designation of Confidential and Proprietary Information Page

              Submit these forms under Tab 1 (see section 2.4 above.)

      8.2     Found in the back section of the RFP document:

              A.       Proposer Information Sheet--Attachment A. Submit under Tab 1 (see section 2.4 above.)
              B.       References Sheet--Attachment B. Submit under Tab 3 (see sections 2.4 and 4.3 above.)
              C.       Proposer Checklist--Attachment C. Submit under Tab 5 (see section 2.4 above.)
              D.       MBE Sub-Contracting & Commitment Plan--Attachment E. Submit under Tab 6 (see section 2.4
                       above.)
              E.       Cost Proposal--Attachment D. Submit in separate sealed envelope within proposal package.
WISCONSIN DEPARTMENT                                                                                 RFP #261513
OF TRANSPORTATION                                                                                    Page 15 of 44

STATE OF WISCONSIN
DOA-3477 (R05/98)
ATTACHMENT A
PROPOSER INFORMATION--Submit this form under Tab 1 of proposal; see section 2.4
1.   PROPOSING COMPANY NAME

        FEIN (Federal Employer ID Number)            OR        SOCIAL SECURITY NUMBER (if sole proprietorship)

     Phone     (   )                                 Toll Free Phone        (       )

     Fax       (   )                                 E-Mail Address

     Address

     City                                            State                Zip + 4



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

     Phone     (   )                                   Toll Free Phone          (       )

     Fax       (   )                                   E-Mail Address

     Address

     City                                            State                Zip + 4



3.   Any vendor awarded over $25,000 on this contract must submit Affirmative Action information to the
     Department. Please name the Personnel/Human Resource and Development or other person responsible for
     Affirmative Action in the company to contact about this plan.
     Name                                              Title

     Phone     (   )                                   Toll Free Phone          (       )

     Fax       (   )                                   E-Mail Address

     Address

     City                                            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
WISCONSIN DEPARTMENT                                                                                           RFP #261513
OF TRANSPORTATION                                                                                              Page 16 of 44

STATE OF WISCONSIN
DOA-3478 (R12/96)
ATTACHMENT B
                                                       REFERENCES
                      (Submit this form under Tab 3 of proposal; see sections 2.4 & 4.3 for instructions)


PROPOSER:

Provide company name, address, contact person, telephone number, and appropriate information on the product(s) used
and/or service(s) provided for requirements similar to those included in this solicitation document. Potential subcontractors
cannot be references. Any subcontractor arrangement for the completion of this work shall be listed on a separate proposal
page.

Company Name

Address (include Zip + 4)

Contact Person                                                             Phone No.

Product(s) Used and/or Service(s) Provided




Company Name

Address (include Zip + 4)

Contact Person                                                             Phone No.

Product(s) Used and/or Service(s) Provided




Company Name

Address (include Zip + 4)

Contact Person                                                             Phone No

Product(s) Used and/or Service(s) Provided




Company Name

Address (include Zip + 4)

Contact Person                                                             Phone No.

Product(s) Used and/or Service(s) Provided
WISCONSIN DEPARTMENT                                                                                    RFP #261513
OF TRANSPORTATION                                                                                       Page 17 of 44

ATTACHMENT C
                                                   PROPOSER CHECKLIST
                                 (Submit this form under Tab 5; see section 2.4 for instructions)

PROPOSER’S NAME __________________________________________________________________________

Proposers are encouraged to submit this checklist with your response.

This checklist identifies each section or subsection of this RFP that requires a response. The section and subsections are
listed and column headings are included which allow for positive and negative responses plus appropriate explanations.
The proposer shall place an "X" under the columns that represent your response. All negative responses should be
explained on separate pages attached to this checklist. Each explanation shall reference the related section or subsection.

 RFP          Content                Content Acknowledged,    Requested              No Response     Clarifying Information
 Section or   Acknowledged and       but not acceptable       Information Included   Required        Included
 Subsection   Accepted               (explanation included)
 1.0                                                                                         X
 1.1
 1.2
 1.3
 1.4
 1.5
 1.6
 1.7
 1.8
 1.9
 1.10
 1.11
 1.12
 2.0                                                                                         X
 2.1
 2.2
 2.3
 2.4
 2.5
 2.6
 3.0                                                                                         X
 3.1
 3.2
 3.3
 3.4
 3.5
 3.6
 3.7
 3.8
 3.9
 3.10
 3.11
 4.0                                                                                         X
 4.1
 4.2
 4.3
 4.4
 5.0                                                                                         X
 5.1
WISCONSIN DEPARTMENT                                                                              RFP #261513
OF TRANSPORTATION                                                                                 Page 18 of 44

 RFP          Content            Content Acknowledged,    Requested              No Response   Clarifying Information
 Section or   Acknowledged and   but not acceptable       Information Included   Required      Included
 Subsection   Accepted           (explanation included)
 5.2                                                                                     X
 5.3
 5.4
 6.0                                                                                     X
 6.1
 6.2
 6.3
 7.0                                                                                     X
 7.1
 7.2
 7.3
 8.0
WISCONSIN DEPARTMENT                                                                                         RFP #261513
OF TRANSPORTATION                                                                                            Page 19 of 44



ATTACHMENT D--Original plus one copy (Submit in separate envelope within proposal package)

   PROPOSER’S NAME ______________________________________________________________


                                                        COST PROPOSAL

                                                             Estimated
                                          Individual/        Number of                             EXTENDED
                                          Staff Level        Hours                 Hourly Rate     TOTAL PRICE

   1. Labor cost* (by individual         $__________         __________          $__________       $____________
      & job title. List estimated hours,
      hourly rate & total cost)

   2. Overhead (show % of labor)                                                                   $____________
      (Attach specific breakdown of
      what is included in overhead)

   3. Travel**--estimated transportation,
      lodging, meals, expenses etc.
      (Attach specific breakdown)                                                                  $____________

   4. Other direct expenses, estimated,
      by category (Attach specific
      breakdown: materials,           $__________                                                  $____________
      communication, etc.)

   5. Media purchase                                                                               $____________

   6. TOTAL                                                                                        $____________

   *Attach detailed itemization of individuals or staff levels (titles). List subcontractors, separately, using the same criteria.
   **Reimbursement will be at State of Wisconsin’s current per-diem rate--see cost proposal format section 7.2.
WISCONSIN DEPARTMENT                                                                                      RFP #261513
OF TRANSPORTATION                                                                                         Page 20 of 44

ATTACHMENT E
                              MBE SUB-CONTRACTING & COMMITMENT PLAN

                                WisDOT MINORITY BUSINESS ENTERPRISE (MBE)
                              PROGRAM AWARENESS, COMPLIANCE & ACTION PLAN
As a matter of sound business practice, the Wisconsin Department of Transportation is committed to supply diversity by
promoting the use of minority business whenever and wherever possible. Further, as an agency of the State of Wisconsin,
WisDOT shares in the state goal of placing five (5) percent of its total purchasing dollars with certified minority businesses.


The State of Wisconsin policy provides that minority owned business enterprises (MBE) certified by the Wisconsin
Department of Commerce; Bureau of Minority Business Development should have the maximum opportunity to participate
in the performance of its contracts.

You as a supplier, are strongly urged to use due diligence to further this policy by awarding subcontracts to minority owned
business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal
of awarding 5% of the contract price to such enterprises.

Monthly reports are requested to be submitted to the Department of Transportation, Purchasing Section’s Minority
Business Specialist itemizing the deliveries and cost of hauling services provided by certified firms. Reports should state
the cost for the month and on a contract to date basis.

Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(4), and 16.755 and 560.036(2), and
details about the program can be found at: http://www.doa.state.wi.us/pagesubtext_detail.asp?linksubcatid=36

Your complete response on this attachment, will address the following components;

        a) A indication that you understand the WisDOT’s goal,
        b) A listing of any vendors with which you intend to subcontract,
        c) A description of the various second tier MBE expenses you will be able to report to us that are in direct
           connection with the administration of this contract, and
        d) A statement expressing your commitment to complete the required semi annual reports that will reflect
           your subcontract and second tier expenditures for the period.

For information on certified State of Wisconsin minority business enterprises, please contact:

        E. Aggo Akyea
        Minority Business Program Specialist
        Wisconsin Department of Transportation
        4802 Sheboygan Avenue, Room 751
        P O Box 7915
        Madison, WI 53707
        (608) 267-2886
        (608) 267-3609 fax
        Aggo.Akyea@dot.state.wi.us


A partial listing of some certified minority business enterprises qualified for this RFP is attached. A complete listing of
certified minority businesses, as well as the services and commodities they provide, is available on the web at:
http://www.doa.state.wi.us/dsas/mbe/minority_search.asp and Information regarding certification of minority businesses is
available at: http://www.commerce.state.wi.us/ED/ED-MBD-Certification.html.
WISCONSIN DEPARTMENT                                                                                      RFP #261513
OF TRANSPORTATION                                                                                         Page 21 of 44

ATTACHMENT E
                                  Complete and sign the following form:
Failure to complete this form as a component of your proposal may result in rejection of your proposal.

 Our company is a Wisconsin certified MBE.                                                           Yes         No

 Our company is a minority business but has not yet received Wisconsin certification    (please
 provide details).                                                                                   Yes         No

 We are aware of the WisDOT’s goal to spend at least 5% of their total purchasing dollars with
 certified MBE firms.                                                                                Yes         No

 We are aware that if awarded this contract our company will provide monthly reports from the
 WisDOT to report all expenditure activity directed to sub-contracted vendors or second tier         Yes         No
 suppliers/providers that directly relate to this contract.
 Our company intends to subcontract at least 5% dollar volume with certified MBE firms listed
 below:                                                                                              Yes         No




In addition to direct subcontracting efforts, your company can help the WisDOT achieve the 5% goal by managing
your second-tier minority purchases. Second-tier business refers to incidental business expenses your company may
spend with MBE firms as it pursues the normal course of business supplying the WisDOT products or services. Here
are some examples:

       You may report a percentage of your business conducted with an MBE firm.
       You may report a percentage of the cleaning expenses for your facility.
       If you travel to maintain your business with us, you could use a MBE travel agency and report that expense.

These expenses can only be reported to the extent that they relate to your business with the WisDOT. The percentage
of the expense you can report is determined by the amount of your WisDOT sales as it relates to your total sales
volume. Per the terms of your contract you should actively pursue directing business towards these types of
companies, and report your efforts in this regard on a semi annual basis.

In paragraph form please describe your company’s action plan with regard to the planned use of MBE businesses in
subcontracting efforts, as well as developing second tier MBE providers. Please incorporate your specific
commitments.




SIGNATURE: ______________________________________ DATE: _____________________________

PRINTED NAME & TITLE: _______________________________________________________________

COMPANY: ____________________________________________________________________________
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 22 of 44


A. Rodgers & Associates, Inc                                    Comunicar Advertising and Design
300 Laurel Lane                                                 515 West Lincoln Avenue
Madison, WI 53704-6051                                          Milwaukee, WI 53207-1133

Amneris Rodgers, President                                      Alicia Rodriguez, President
608/243-7816                                                    414/324-8773
608/243-7816 fax                                                414/433-4781 fax
arodgersinc@charter.net                                         alicrd@wi.rr.com

Marketing and advertising services.                             Advertising and graphic design services specializing in
                                                                the Hispanic and other ethnic markets.
-------------------------------------------------------------   -------------------------------------------------------------
Abrazo, LLC                                                     Creative Marketing Resources, Inc.
316 N Milwaukee St, Suite 32                                    500 W. Brown Deer Rd, Ste. 102
Milwaukee, WI 53202                                             Milwaukee, WI 53217-1618

Nancy Hernandez, President                                      Jacqueline Moore, Partner
414/220-9800                                                    414/247-9898
414/220-9802 fax                                                414/247-9876 fax
info@abrazomarketing.com                                        info@creativemarketingedge.com

Marketing consulting, creative design, advertising              Advertising, media, and public relations.
production, media placement and special event                   -------------------------------------------------------------
promotion.                                                      Creatonomy, Inc
                                                                1661 North Water St, Ste 200
-------------------------------------------------------------   Milwaukee, WI 53202-2086
Bonnie J. Edwards Communications
10620 W Goodhope Rd.                                            Priya Barnes, President & CEO
P.O. Box 18764                                                  414/223-7500
Milwaukee, WI 53218-8764                                        414/223-7501 fax
                                                                creatonomist@creatonomy.com
Bonnie J. Edwards, Owner
414/353-9222                                                    Marketing communication services, including advertising,
414/354-5968 fax                                                public relations, direct mail, marketing research, graphic
cbld@sbcglobal.net                                              and web design.

Consulting, public relations, marketing research, training,     -------------------------------------------------------------
community relations and technical writing.                      Fuel Creative
-------------------------------------------------------------   1509 Rapids Drive
Chang Marketing & Communications                                Racine, WI 53404
812 Center Road
Stoughton, WI 53589                                             Scott Terry, Principal
                                                                262/632-6322
Marcus Chang, President                                         262/632-6231 fax
608/873-0891                                                    Scott@fuel-creative.com
 fax
mchang@chorus.net                                               Multimedia production services, advertising and
                                                                marketing.
Marketing and communication consulting and other                -------------------------------------------------------------
services.
-------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 23 of 44


G Communications, Inc                                           Malik Communications, Inc.
11414 W. Park Place, Ste 202                                    3612 N King Drive
Milwaukee, WI 53224-3500                                        Milwaukee, WI 53212

Brandon Adams, President                                        Mikel Holt, CEO
414/225-9901                                                    414/372-8600
414/225-9930 fax                                                414/265-1536 fax
brandon@gcom-inc.com                                            malikpr@wi.rr.com

Diversity marketing and training , communications,              Public relations advertising and marketing.
specialty promotions, graphic design, advertising, public       -------------------------------------------------------------
relations, and strategic planning.                              Marshall Dixon Marketing
-------------------------------------------------------------   3463 N Cramer Street
Hollingsworth Marketing Group                                   Milwaukee, WI 53211
1500 W Center
Milwaukee, WI 53206                                             Marshall Dixon, Principal
                                                                414/962-1112
Joan Hollingsworth, Owner                                        fax
414/442-4803
414/442-1740 fax                                                Marketing services
joan@hollingsworthmarketing.com                                 -------------------------------------------------------------
                                                                Midwest Digital Communications
Advertising and placement for print, radio and television.      505 South Shore Drive
-------------------------------------------------------------   Madison, WI 53715-1703
Image Keepers/HVS Advertising-Marketing
2021 South Webster Avenue                                       J. A. Jurado, Owner
Green Bay, WI 54301-2257                                        608/257-5673
                                                                800-886-0539 fax
Sam Hutchison, Vice President                                   jay@midwestdigital.com
920/430-5131
920/430-5126 fax                                                Full service advertising production studio, advertising
sam@hvsproductions.com                                          research, marketing services, media and public relations.
                                                                 Print and broadcasting advertising, media placement,
Full service advertising agency. Planning, media                radio and television production.
placement, production, audio/video, electronic                  -------------------------------------------------------------
multimedia, sports marketing, travel and promotional            Mosaic Communications, Inc.
items.                                                          5305 W. Radcliffe Drive
-------------------------------------------------------------   P. O. Box 241972
IMAGES, Inc                                                     Milwaukee, WI 53224
914 Howell Mill Rd, NW Ste 300
Atlanta, GA 30318-5360                                          Kathy Gaillard, President
                                                                414/297-9657
Robert L. McNeil,Jr., President & CEO                           414/371-9305 fax
404/892-2931                                                    kgaillard1@wi.rr.com
404/875-1052 fax
b.mcneil@imagesusa.net                                          Public relations and marketing research services.
                                                                -------------------------------------------------------------
Advertising, market research, marketing services and            Red Brown Kle, Inc.
public relations.                                               840 North 3rd Street, Ste 401
-------------------------------------------------------------   Milwaukee, WI 53203

                                                                Carl Brown, President
                                                                414/272-2600
                                                                414/272-2690 fax
                                                                brown@redbrownkle.com
                                                                -------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 24 of 44


SMJ Advertising                                                 Milwaukee Community Journal, Inc.
2748 N. Sherman Blvd                                            3612 North M. L. King Drive
Milwaukee, WI 53210                                             Milwaukee, WI 53212-0000

Sadie James, Owner                                              Patricia O'Flynn-Pattillo, President
414/873-3882                                                    414/265-5300
414/873-3944 fax                                                414/265-1536 fax
smjjambur@aol.com                                               editorial@communityjournal.net

Advertising agency and promotional services.                    Newspaper publication, advertising, and public relations.
Commercial electronic media production and event                -------------------------------------------------------------
coordination.                                                   The Chronicle
-------------------------------------------------------------   1872 Porter Avenue
Asian Wisconzine, LLC                                           P.O. Box 133
1509 Martin Street Suite 5                                      Beloit, WI 53511-3659
Madison, WI 53713-1149
                                                                Eugene Relerford, Publisher
Heidi M. Pascual, Publisher & Editor                            608/363-9110
608/287-0611                                                    608/363-6555 fax
 fax                                                            fraggle1420@aol.com
HeidiPascual@sbcglobal.net
                                                                Newspaper publishing and advertising.
Asian-American monthly magazine. Publishing, public             -------------------------------------------------------------
relations and advertising.                                      Viscarra Communications
-------------------------------------------------------------   1117 South Park Street
Blossom Design                                                  Madison, WI 53715
5725 N Sunny Point Road
Milwaukee, WI 53209                                             Dante Viscarra, President
                                                                608/255-2805
Emmanuel Nelson Arthur, President                               608/255-2803 fax
414/759-9245                                                    ads@madison.com
414/540-9458 fax
BlossomDesign@wi.rr.com                                         Newspaper advertising, communications, and multimedia
                                                                services. Management consulting and Spanish language
Graphic design services of logos, brochures, annual             translation services.
reports, signage, branding, bill board advertising, posters     -------------------------------------------------------------
and television advertisement.                                   Wisconsin Black Pages
-------------------------------------------------------------   2835 W. Juneau Avenue
Madison Times Weekly Newspaper, Inc.                            Milwaukee, WI 53208
313 W. Beltline Hwy Suite 112
Madison, WI 53713-2669                                          Sheila Payton, Publisher
                                                                414/344-1111
Ray Allen, Editor                                               414/933-4228 fax
608/270-9470
608/270-9472 fax                                                A directory of Black businesses, companies and
rallen@aol.com                                                  organizations for entities trying to reach the Black
                                                                consumer market.
Advertising services in weekly newspaper highlighting           -------------------------------------------------------------
developments in the African American, Latino, and other
communities of color.
-------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 25 of 44


Apex Computer Designs, LLC                                      Spin Group, The
419 South Mills Street                                          2000 S. 4th Street
Madison, WI 53715                                               Milwaukee, WI 53204-0000

Rebecca Parish, Owner                                           Gary Wong, President
608/294-7535                                                    414/672-8888
608/294-7535 fax                                                414/672-8183 fax
r-parish-8@alumni.uchicago.edu                                  Conrad.a@spingroup.com

Production of building plans and artistic renderings using      Internet services, website design, multimedia
computer software for homeowners, contractors,                  presentations, print graphic design, computer
architects and engineers.                                       programming, and consultation.
-------------------------------------------------------------   -------------------------------------------------------------
Blossom Design                                                  Strive Video Production
5725 N Sunny Point Road                                         1818 N Martin Luther King Dr
Milwaukee, WI 53209                                             Milwaukee, WI 53212-3640

Emmanuel Nelson Arthur, President                               Matthew Johnson, President
414/759-9245                                                    414/374-3511
414/540-9458 fax                                                414/374-3512 fax
BlossomDesign@wi.rr.com                                         mjohnson@strivemedia.com

Graphic design services of logos, brochures, annual             Video production and development. Graphic design and
reports, signage, branding, bill board advertising, posters     public speaking.
and television advertisement.                                   -------------------------------------------------------------
-------------------------------------------------------------   Andy Garcia Productions, Inc
Inspired Artisans, Ltd.                                         5555 Odana Road, Ste 200
816 W. National Avenue                                          Madison, WI 53719
Milwaukee, WI 53204
                                                                Andrew P. Garcia, President
Gianfranco Tassara, President                                   608/271-4007
414/672-9478                                                    608/271-4025 fax
414/672-9479 fax                                                ghintz@chorus.net
ia1997@msn.com
                                                                Video and film production.
Art design and restoration, sculpture, mosaic, stained          -------------------------------------------------------------
glass, carpentry, and interior design                           Frankie B Cole Photography
-------------------------------------------------------------   3210 W. Wells Street, Ste 215
Midwest Digital Photographics                                   P. O. Box 08404
505 South Shore Drive                                           Milwaukee, WI 53208
Madison, WI 53715-1703
                                                                Frankie B. Cole, Owner
Jay Jurado, Chief Executive Officer                             414/933-3448
800/828-5673                                                    414/291-0547 fax
608/255-6962 fax                                                frankiebcole@sbcglobal.net
info@midwestdigital.com
                                                                Art décor photography, freelance corporate, industrial,
Complete commercial, corporate, industrial, and editorial       public relation, editorial, architectural and location
photography, and film video studio. Digital and technical       photography. Electronic photo transfer and digital
pre-press photography. Stock imagery, special effects,          photography.
and image retouching.                                           -------------------------------------------------------------
-------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                             RFP #261513
OF TRANSPORTATION                                                                                                Page 26 of 44


Geocode, Inc.                                                   Belem Gonzalez Translating Service
3629 S Anita Drive                                              758 Thorncrest Ct.
Eau Claire, WI 54701-2303                                       Janesville, WI 53546-0000

Elena Hines, President                                          Belem Gonzalez, Owner
715/834-5058                                                    608/758-4077
715/834-9369 fax                                                608/758-3534 fax
ehines@geocodeinc.com                                           reganzo@aol.com

Digitize paper maps into computer maps. Supply of               Spanish translation and transcription.
geographic information systems and software. GIS                -------------------------------------------------------------
services, mapping, data conversion, processing and              Best Translation International
design, data extraction, scanning, geo-coding, and              970 Silver Mist Court
software resale.                                                Brookfield, WI 53005-4116
-------------------------------------------------------------
                                                                Shan Lu, Owner
                                                                262/786-8188
Hailey's Photography                                            262/784-8168 fax
3230 Thorp Street                                               btinternational@sbcglobal.net
Madison, WI 53714-0000
                                                                Translation services in all major languages. Type setting
Ernest Hailey, Owner                                            services into all major languages.
608/246-9191
                                                                -------------------------------------------------------------
Photographer and photographic services.
-------------------------------------------------------------
Martinez Corporation                                            Cristina Tysoe Translations
2910 Waters Road, Suite 170                                     3536 North Downer Avenue
Eagan, MN 55121                                                 Shorewood, WI 53211-0000

Tony Martinez, President                                        Cristina Tysoe, Owner
651/686-8424                                                    414/962-2556
651/686-8389 fax                                                414/962-2556 fax
martinez@mtzcorp.com                                            cristina@execpc.com

Aerial, GPS, digital photo-grammetric and conventional          Spanish, French, and Italian translation and
mapping services.                                               interpretation services. Specializes in legal, technical,
-------------------------------------------------------------   commercial, and medical terminology.
TDS Management Group, Inc.                                      -------------------------------------------------------------
6737 W Washington St #2223                                      English-Spanish Translation Service
West Allis, WI 53214                                            9 Ashland Court
                                                                Madison, WI 53705-0000
Troy D. Shaw, President
414/475-3552                                                    Olga Tedias-Montero, Translator/Interpreter
414/475-3550 fax                                                608/231-3328
troy@focusondiversity.com                                       608/231-3328 fax
                                                                olgated@mailbag.com
Create and edit commercials, videos, documentaries,
computer animation, special effects, automated CD-ROM           English-Spanish translation and interpreting services
and duplication of data.                                        -------------------------------------------------------------
-------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                           RFP #261513
OF TRANSPORTATION                                                                                              Page 27 of 44


Gloria Translation Services                                     ITO, Inc.
837 Terry Place                                                 829 North 60th Street
Madison, WI 53711-0000                                          Wauwatosa, WI 53213-3209

Gloria G. Terry, Owner                                          Miyoshi Ito Simonet, President
608/238-9673                                                    414/453-2232
 fax                                                            414/453-2385 fax
gloriagterry@netscape.net                                       itoinc@execpc.com

Spanish language translation, interpretation and                Japanese/English interpretation and translation.
instruction services for both adults and children.              -------------------------------------------------------------
-------------------------------------------------------------   Japanese Translators
G-X Asian Interpreting Services                                 111 W Mt. Royal Road
1519 Sterling Heights Ct #8                                     Milwaukee, WI 53217
Green Bay, WI 54302
                                                                Jun Amano, Owner
Ger Lor, Manager                                                414/351-4932
920/265-9807                                                    414/351-3340 fax
                                                                japntrans@aol.com
Language interpretation and translation of Laotian and
Hmong.                                                          Translation and interpretation of Japanese and English.
-------------------------------------------------------------   -------------------------------------------------------------
Hmong American Connection                                       Southern Wisconsin Interpretation
6001 W. Center Street, #208                                     1407 Racine Street
Milwaukee, WI 53210                                             P O Box 196
                                                                Delavan, WI 53115
Kao Lo, Chief Executive Officer
414/875-9210                                                    Saul Arteaga, President
414/875-9211 fax                                                262/740-2590
kaolo@ticon.net                                                 262/740-2592 fax
                                                                saulart@msn.com
Translation and interpretation, advocacy, and outreach
services to the Hmong, Laotian and Vietnamese                   Language interpretation and translation services.
communities.                                                    -------------------------------------------------------------
-------------------------------------------------------------   Spanish Immersion Institute
                                                                155 E Silver Spring #206
International Translators, Inc.                                 Milwaukee, WI 53217
720 Bodart Street
Green Bay, WI 54301                                             Coral Mateu-DeAnderegg, Owner
                                                                414/332-1800
Alberto Aguilar, President                                      414/963-4594 fax
920/430-7812                                                    rex@Anderegglaw.com
920/430-7814 fax
AAGUILAR@internationaltrans.com                                 Teaching Spanish language and culture.
                                                                Spanish Language Services
Foreign language interpretation and translation services,       4146 North Murray Avenue
including document translation, interpretation via              P. O. Box 11485
telephone, medical and judicial interpreters, and bilingual     Milwaukee, WI 53211-0000
staffing. All languages available including sign language.
-------------------------------------------------------------   Liliana H Rosenthal, Owner
                                                                414/964-7709
                                                                414/964-7709 fax
                                                                sls9647709@aol.com

                                                                Spanish language interpreting and translating services.
                                                                -------------------------------------------------------------
WISCONSIN DEPARTMENT                                                   RFP #261513
OF TRANSPORTATION                                                      Page 28 of 44


Western Bilingual Employment Services
3111 W. National Avenue
Milwaukee, WI 53215

Pahoua Xiong, Secretary
414/672-6088
414/672-6330 fax

Employment, translation, interpretation, and transportation services
-------------------------------------------------------------
WISCONSIN DEPARTMENT                                                                                   RFP #261513
OF TRANSPORTATION                                                                                      Page 29 of 44


9.0      PROPOSED CONTRACT (to be completed and executed after award of RFP.)

State of Wisconsin                                    CONTRACT
Department of Transportation
DBM/BMS Purchasing Section
4802 Sheboygan Ave., Room 751
P.O. BOX 7396
Madison, WI 53707-7396




SERVICE:                                                              CONTRACT NO.:
Southeast Wisconsin Transit Marketing Project
Image and Ridership Initiative


REQUEST FOR PROPOSAL NO.: 261513                                      CONTRACT PERIOD:
                                                                      January 1, 2007 - December 31, 2008
                                                                      (option to renew for additional 3 one-year periods)




This contract is entered into by and between the State of Wisconsin Department of Transportation (hereafter referred to as
WisDOT) and the contractor, ______________________.




 FOR     STATE OF WISCONSIN                                        TO BE COMPLETED BY CONTRACTOR
         DEPARTMENT OF TRANSPORTATION
         (List division, bureau, etc.)                             FOR
                                                                                               Company Name

 BY
                                Signature


                                                                                              Company Address
                                 Printed

                                                                   BY
 TITLE                                                                                           Signature


 DATE
                                                                                                  Printed


                                                                   TITLE

                                                                   PHONE

                                                                   DATE
WISCONSIN DEPARTMENT                                                                                    RFP #261513
OF TRANSPORTATION                                                                                       Page 30 of 44




I.     PARTIES TO THE CONTRACT
       This agreement, hereinafter referred to as the “Contract", shall be between the Wisconsin Department of
       Transportation, Division of Transportation Investment Management, Bureau of Transit, Local Roads, Railroads &
       Harbors, hereinafter referred to as "WisDOT", and the successful proposer, ______________________,
       hereinafter referred to as the "Contractor" and/or “Provider”, for the procurement of SE Wisconsin Transit
       Marketing Project--Image and Ridership Initiative, according to the terms set forth in this Contract.

II.    TERM OF CONTRACT
       It is the intent of the WisDOT to start the resulting Contract on or about January 1, 2007. Contract term shall be for
       two (2) years, through December 31, 2008, with three (3) possible one-year renewals.

III.   EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

       The WisDOT's Request for Proposal, the proposal response, written communications and this Agreement
       constitute the entire agreement between the parties. The hierarchy of documents in order for resolution is as
       follows:

          1. Official Wisconsin Department of Transportation Purchase Order and/or Contract (Standard Terms and
             Conditions attached to any of these procurement documents govern unless modified within the document)
          2. Written communications regarding contract terms agreed upon in writing
          3. Vendor’s Proposal as submitted
          4 Request for Proposal #261513

          Any conflict in terms shall be governed by the highest listed document.

IV.    WORK PLAN, DELIVERABLES, TIMETABLE, AND BUDGET

V.     BILLING & PAYMENT TERMS
       The awarded contract is a fixed price contract. Total compensation and reimbursement to be paid by WisDOT to
       the Contractor will be ______________. Costs must be invoiced following the rates outlined in the Project Budget.

       Payments will be made incrementally after completion of each step outlined in the Scope of Services & Timetable
       and by acceptance of the WisDOT Contract Administrator. Ten percent (10%) may be withheld from each
       payment. Only after receipt and acceptance by WisDOT of all deliverables, as outlined in the work plan, will
       payment of the withheld ten percent (10%) be made.

       Standard payment terms are net 30 calendar days.

VII.   ON SITE SERVICE
       In carrying out the scope of this Contract, the Contractor may be required to perform services on WisDOT
       property. Contract cost must include all transportation and insurance charges.

XI.    EMPLOYMENT
       In accordance with the Internal Revenue Code Section 3402(e), if the individual is a current State employee, all
       payments for services are deemed to be wages and must be payrolled. Wisconsin Statute Section 230.047 must
       be adhered to when utilizing current employees of other state agencies. All state employees are covered by the
       maximum additional earnings provision of Section 16.417(2) Wisconsin Statutes noted above.

       Furthermore, the contractor will not engage the services of any person or persons now employed by the State,
       including any Department, commission or board thereof, to provide services relating to this agreement without the
       written consent of the agency/employer of such person or persons and of the agency head.
WISCONSIN DEPARTMENT                                                                                        RFP #261513
OF TRANSPORTATION                                                                                           Page 31 of 44


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

XIII.    TERMINATION OF CONTRACT
         The agency may terminate the contract at any time at its sole discretion by delivering 30 days written notice to the
         contractor. Upon termination, the agency's liability will be limited to the pro rata cost of the services performed as
         of the date of termination plus expenses incurred with the prior written approval of the agency. In the event that
         the contractor terminates the contract, for any reason whatsoever, it will refund to the agency within 30 days of
         said termination, all payments made hereunder by the agency to the contractor for work not completed or not
         accepted by the agency. Such termination will require written notice to that effect to be delivered by the contractor
         to the agency not less than 60 days prior to said termination.

XV.      PRIME AND SUBCONTRACTORS
         The prime contractor is responsible for performance of, payments to, and liability of their subcontractors.
         Subcontractors must abide by all terms and conditions of the contract. If subcontractors will be used, the prime
         contractor must clearly explain their participation to WisDOT.

XVI.     SMOKE-FREE ENVIRONMENT
         All buildings where this work is to be performed are smoke-free buildings. No smoking shall be permitted.

XVII.    SEPARABILITY
         If any provision of this Proposal shall be, or shall be adjudged to be, unlawful or contrary to public policy, that
         provision shall then be deemed to be null and separable from the remaining provisions and shall in no way affect
         the validity of this Proposal.

XVIII.   CONFIDENTIALITY

         Contractor acknowledges that some of the data it may become privy to in the performance of this contract is of a
         confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and
         subcontractors do not disseminate such confidential information.

         Contractor or its employees and subcontractors will not reuse, sell, or make use in any format the data researched
         or compiled for this contract for any venture, profitable or not, outside this contract.

         Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information,
         proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the
         manufacturer's, proposer's, or distributor's whereby Contractor or any Contractor's personnel may gain access
         while engaged by the State or while on State premises.

         The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force
         and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns,
         subcontractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor
         following any termination. Contractor shall advise all Contractor's agents, employees, successors, assigns and
         subcontractors which are engaged by the State of the restrictions, present and continuing, set forth herein.
         Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by
         Contractor, its agents, employees, successors, assigns and subcontractors regarding the restrictions herein.
WISCONSIN DEPARTMENT                                                                                      RFP #261513
OF TRANSPORTATION                                                                                         Page 32 of 44


XIX.   MINORITY BUSINESS SUBCONTRACTORS
       The Wisconsin Department of Transportation is committed to the promotion of minority businesses in the State’s
       purchasing program. Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(3m), and 16.755.

       Minority businesses will be encouraged to respond to public purchasing solicitation. A minority business means a
       business certified, or certifiable, by the Department of Commerce under Statute 560.036(2).

       With this procurement and resulting contract, the department requests contractors utilize as subcontractors
       Minority Business firms certified by the Wisconsin Department of Commerce. Please contact the State’s Minority
       Business Director for assistance in locating certified firms at (608) 267-7806. A listing of State of Wisconsin
       certified minority businesses, as well as the services and commodities they provide, is available from the WisDOT
       Purchasing Office. Contractors can also look at the State-certified minority businesses web site:
       http://www.doa.state.wi.us/deo/mbe/minority_search.asp

       Contractor will submit a monthly report (see attached) indicating your utilization of certified minority businesses for
       this contract. The department reserves the right to verify with listed firms their involvement as subcontractors.

       Quarterly or Monthly reports (see attached), as agreed, are requested to be submitted to the Department of
       Transportation, Purchasing Section, itemizing the deliveries and cost of items or services provided by certified
       firms. Reports should state the cost for the quarter or month and on a contract-to-date basis.
WISCONSIN DEPARTMENT                                                                                                       RFP #261513
OF TRANSPORTATION                                                                                                          Page 33 of 44


                                       MINORITY BUSINESS PARTICIPATION REPORT
                                                       Wisconsin Department of Transportation
                                                      DT1230 2/2003 s.16.75(3m) Wis. Stats.

Return via FAX to:              608-267-3609, ATTN: Purchasing Minority Business Coordinator
OR
Return via e-mail to:           tipscorrespondence.dbm@dot.state.wi.us
Report Date                     Contract / Purchase Order #       Time Period Covered by Report
                                                                      Monthly:                                   through
                                                                      Quarterly:         #1          #2              #3            #4

Project Name / Contract Title


Prime Vendor / Contractor Name                                           Federal Employer Identification Number – FEIN




                   Minority Vendor                                       Product / Service                    Agreement          Subcontract
   Contractor Name, Address and Telephone Number                            Purchased                            Date             $ Amount




If no business was awarded to minority business firms for this period, please describe the efforts made to encourage
minority business participation. If you have questions, please call 608-266-0894.
         I certify that the information contained on this report is true and correct.
         I also certify that I am an authorized representative of the above-identified Prime Vendor / Contractor.



                                                                                   (Prime Vendor/Contractor Authorized Representative Name)


                                                                                                            (Title)
WISCONSIN DEPARTMENT                                                                                                       RFP #261513
OF TRANSPORTATION                                                                                                          Page 34 of 44


Contract Appendix A
                                           STANDARD TERMS & CONDITIONS, DOA-3054 (R10/2005)

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 that may result in rejection of their bid/proposal.

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

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

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

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

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

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

       6.2    Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices
              shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted
              to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to
              fully documented cost increases to the contractor that are demonstrated to be industry wide. The conditions under which price
              increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

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

7.0    UNFAIR SALES ACT: Prices quoted to 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 performing construction activities are required to pay state use tax on the cost of
       materials.
WISCONSIN DEPARTMENT                                                                                                       RFP #261513
OF TRANSPORTATION                                                                                                          Page 35 of 44


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

14.0   ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request
       except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further,
       the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and
       conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the
       contracting authority.

15.0   APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor
       shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during
       the period of this contract and which in any manner affect the work or its conduct. 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 delegated without the prior
       written consent of the State of Wisconsin.

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

19.0   NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor
       agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex,
       physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis.
       Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer;
       recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,
       including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure
       equal employment opportunities.

       19.1   Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan
              by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than twenty-five (25)
              employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting
              state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from
              the contracting state agency.

       19.2   The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be
              provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

       19.3   Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contrac tor,
              termination of the contract, or withholding of payment.

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

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

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

23.0   INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

       23.1   Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

       23.2   Maintain commercial liability, bodily injury and property damage insurance against any claim(s) that might occur in carrying out
              this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property
WISCONSIN DEPARTMENT                                                                                                       RFP #261513
OF TRANSPORTATION                                                                                                          Page 36 of 44


              damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and
              hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per
              occurrence combined single limit for automobile liability and property damage.

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

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

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

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

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

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

       27.1   Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted
              commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the
              State of Wisconsin.

       27.2   Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary
              information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept
              confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary
              Information form (DOA-3027). Bidders/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 appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before
       signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison,
       Wisconsin 53703 (Telephone 608-266-8123).

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

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

30.0   MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined
       under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1)
       copy with the invoice(s).

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

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

33.0   FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) that 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 corporat ion that
       desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box
       7846, Madison, WI 53707-7846; telephone (608) 261-7577.

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
WISCONSIN DEPARTMENT                                                                                                       RFP #261513
OF TRANSPORTATION                                                                                                          Page 37 of 44


       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.
WISCONSIN DEPARTMENT                                                                                                      RFP #261513
OF TRANSPORTATION                                                                                                         Page 38 of 44


Contract Appendix B
            SUPPLEMENTAL STANDARD TERMS AND CONDITIONS FOR PROCUREMENT OF SERVICES, DOA-3681 (R01/2001)

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

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

      2.1    The prices in this bid/proposal have been arrived at independently, without consultation, communication, or agreement, for the
             purpose of restricting competition, as to any matter relating to such prices with any other bidder/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
             procurement 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 organization responsible
             within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not
             participate, in any action contrary to 2.1 through 2.3 above; (or)

             He/she is not the person in the bidder's/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 provision, in writing, if those activities
             of the potential contractor will not be adverse to the interests of the state.

      3.2    Contractors shall agree as part of the contract for services that during performance of the contract, the contractor will neither
             provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or
             funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration
             may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

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

5.0   EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the State of Wisconsin,
      including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the
      employing agency of such person or persons and of the contracting agency.

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

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

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

8.0   INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in
      the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the
      state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be deemed
      to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the state.
WISCONSIN DEPARTMENT                                                                                                              RFP #261513
OF TRANSPORTATION                                                                                                                 Page 39 of 44


Contract Appendix C
                                               FEDERAL CONTRACT CLAUSES
                                     REQUIRED BY THE FEDERAL TRANSIT ADMINISTRATION

1. Energy Conservation
The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 USC § 6321 et seq. and 49 CFR Part 18, U.S. Department of
Transportation regulations.
2. Clean Water
A. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as
     amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser
     will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
B. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal
     assistance provided by FTA.
3. Clean Air
A. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.
     §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report
     each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
B. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal
     ssistance provided by FTA.
3. Lobbying
Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying."
Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or
attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to
that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.

Instructions: Bidder must sign and return to the WisDOT Contract Administrator the Certification for Contracts, Grants, Loans, and Cooperative
Agreements (if applicable) found at the end of this contract document.
4. Access to Records and Reports (in addition to section 7.0 of the attached Supplemental Standard Terms and Conditions--Appendix B)
The following access to records requirements apply to this Contract:
A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49
     C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of
     their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract
     for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the
     FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites
     pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described
     at 49 U.S.C. 5307, 5309 or 5311.
B. Where the Purchaser is a State and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor
     agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the
     Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial
     assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than
     the simplified acquisition threshold currently set at $100,000.
C. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an
     institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a sub-grantee of the FTA Recipient in
     accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or
     any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent
     to this contract for the purposes of making audits, examinations, excerpts and transcriptions.
D. Where any Purchaser which is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a
     contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make
     available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or
     employee of any of them for the purposes of conducting an audit and inspection.
E. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as
     reasonably needed.
WISCONSIN DEPARTMENT                                                                                                                 RFP #261513
OF TRANSPORTATION                                                                                                                    Page 40 of 44


F.   The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years
     after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of
     this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of
     their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR
     18.39(i)(11).
G.   FTA does not require the inclusion of these requirements in subcontracts.
5. Federal Changes
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed
directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the
term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.
6. Clean Air
A.   The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C.
     §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report
     each violation as required to assure notification to FTA and the appropriate EPA Regional Office.
B.   The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal
     assistance provided by FTA.
7. Recycled Products
The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42
U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of
the items designated in Subpart B of 40 CFR Part 247.
8. No Obligation by the Federal Government.
A.   The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the
     solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a
     party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party
     to that contract) pertaining to any matter resulting from the underlying contract.
B.   The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is
     further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
9. Program Fraud and False or Fraudulent Statements or Related Acts.
A.   The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and
     U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
     underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or
     causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to
     other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
     claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
     Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
B.   The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
     certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance
     originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001
     and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
C.   The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA.
     It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
10. Government-wide Debarment and Suspension (non-procurement)
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its
principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and
29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower
tier covered transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
     The certification in this clause is a material representation of fact relied upon by WisDOT. If it is later determined that the bidder or proposer
     knowingly rendered an erroneous certification, in addition to remedies available to WisDOT, the Federal Government may pursue available
     remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29,
     Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to
     include a provision requiring such compliance in its lower tier covered transactions.
WISCONSIN DEPARTMENT                                                                                                                RFP #261513
OF TRANSPORTATION                                                                                                                   Page 41 of 44


11. Breaches and Dispute Resolution
A.   Disputes - Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the
     authorized representative of State of Wisconsin, Chief of Public Transit. This decision shall be final and conclusive unless within ten (10) days
     from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Chief of the Public Transit Section. In
     connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The
     decision of the Chief of Public Transit shall be binding upon the Contractor and the Contractor shall abide be the decision. Unless otherwise
     directed by Chief of Public Transit, Contractor shall continue performance under this Contract while matters in dispute are being resolved.
B.   Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party
     or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such
     other party within a reasonable time after the first observance of such injury of damage.
C.   Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and
     the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of
     competent jurisdiction within the State in which the (Recipient) is located.
D.   Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be
     in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act
     by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any
     such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
12. Disadvantaged Business Enterprises (DBE)
A.   Policy - It is the policy of the U. S. Department of Transportation that disadvantaged business enterprises (DBE) as defined in 49 CFR Part 26
     shall have the opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this Agreement.
     Consequently, the DBE requirements of 49 CFR Part 26 apply to this Agreement.
B.   DBE Obligation - The Recipient or its contractor agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 26 have the
     opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this
     Agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure
     nondiscrimination in the award and administration of all contracts and sub-agreements supported with Federal assistance from the U.S. D.O.T.
13. Access to Records
The following access to records requirements applies to this Contract.
A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49
     C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of
     their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract
     for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the
     FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites
     pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described
     at 49 U.S.C. 5307, 5309 or 5311.
B. Where the Purchaser is a State and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor
     agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the
     Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial
     assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than
     the simplified acquisition threshold currently set at $100,000.
C. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an
     institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a sub-grantee of the FTA Recipient in
     accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or
     any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent
     to this contract for the purposes of making audits, examinations, excerpts and transcriptions.
D. Where any Purchaser which is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a
     contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make
     available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or
     employee of any of them for the purposes of conducting an audit and inspection.
E. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as
     reasonably needed.
F. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years
     after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of
     this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of
     their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR
     18.39(i)(11).
WISCONSIN DEPARTMENT                                                                                                               RFP #261513
OF TRANSPORTATION                                                                                                                  Page 42 of 44


14. Civil Rights
The following requirements apply to the underlying contract:
A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act
     of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at
     49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color,
     creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and
     other implementing requirements FTA may issue.
B. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:
     1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal
          transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S.
          Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department
          of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by
          Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and
          with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities
          undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that
          employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include,
          but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination;
          rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply
          with any implementing requirements FTA may issue.
     2. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit
          law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In
          addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
     3. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees
          that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
          Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
          addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
C. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by
     FTA, modified only if necessary to identify the affected parties.
15. Termination
A.   Termination for Convenience (General Provision) The WisDOT may terminate this contract, in whole or in part, at any time by written notice to the
     Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract closeout costs, and profit on work
     performed up to the time of termination. The Contractor shall promptly submit its termination claim to WisDOT to be paid the Contractor. If the
     Contractor has any property in its possession belonging to the WisDOT, the Contractor will account for the same, and dispose of it in the manner
     the WisDOT directs.
B.   Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery
     schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to
     comply with any other provisions of the contract, the WisDOT may terminate this contract for default. Serving a notice of termination on the
     contractor setting forth the manner in which the Contractor is in default shall effect termination. The contractor will only be paid the contract price
     for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract.
     If it is later determined by the WisDOT that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events
     which are not the fault of or are beyond the control of the Contractor, the WisDOT, after setting up a new delivery of performance schedule, may
     allow the Contractor to continue work, or treat the termination as a termination for convenience.
C.   Opportunity to Cure (General Provision) - The WisDOT in its sole discretion may, in the case of a termination for breach or default, allow the
     Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in
     which cure is permitted and other appropriate conditions
     If Contractor fails to remedy to WisDOT's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten
     (10) days] after receipt by Contractor of written notice from WisDOT setting forth the nature of said breach or default, WisDOT shall have the right
     to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude
     WisDOT from also pursuing all available remedies against Contractor and its sureties for said breach or default.
D.   Waiver of Remedies for any Breach In the event that WisDOT elects to waive its remedies for any breach by Contractor of any covenant, term or
     condition of this Contract, such waiver by WisDOT shall not limit WisDOT's remedies for any succeeding breach of that or of any other term,
     covenant, or condition of this Contract.
E.   Termination for Convenience (Professional or Transit Service Contracts) - The WisDOT, by written notice, may terminate this contract, in whole or
     in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment
     provisions of this contract for services rendered before the effective date of termination.
F.   Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this
     contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the WisDOT may terminate this contract for
WISCONSIN DEPARTMENT                                                                                                                      RFP #261513
OF TRANSPORTATION                                                                                                                         Page 43 of 44


     default. The Recipient shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor
     will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set
     forth in this contract.
     If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the
     parties shall be the same as if the termination had been issued for the convenience of the Recipient.
16. Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding
contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to
the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this
Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any WisDOT requests that would cause WisDOT
to be in violation of the FTA terms and conditions.
WISCONSIN DEPARTMENT                                                                                     RFP #261513
OF TRANSPORTATION                                                                                        Page 44 of 44

                         Certification for Contracts, Grants, Loans, and Cooperative Agreements
                                APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING
                                    (To be submitted with each bid or offer exceeding $100,000)

The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of
any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying
contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its
instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96).
Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of
1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)]

(3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards
at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all
sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31,
U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a
required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such expenditure or failure.]

The Contractor, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification
and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq.,
apply to this certification and disclosure, if any.

__________________________ Signature of Contractor's Authorized Official

__________________________ Name and Title of Contractor's Authorized Official

__________________________ Date

								
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