RFP Shell by T6Goo3

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									                                                             Shell document last updated 12/27/200602/0601/07




                            REQUEST FOR PROPOSAL (RFP)

                                             For

_____________________________________Transit System Management Performance Review of
                     UrbanMilwaukee County Transit Bus Systems



                                 RFP #______#262120



                                          Issued by:

                                  STATE OF WISCONSIN
                          DEPARTMENT OF TRANSPORTATION
                 Division of __________________Investment Management
                        Bureau of ________Transit and Local Roads



                              Proposals must be submitted
                            no later than__________ 2:00 PM
                         __________________(date)April 17, 2007
              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
                           at (608 )____________266-2236
                           E-mail: jane.derosia@dot.state.wi.us



                                          Issued:
                                       March 13, 2007
                                                TABLE OF CONTENTS

1.0   GENERAL INFORMATION
      1.1     Introduction
      1.2     Definitions
      1.3     Scope
      1.4     Clarification and/or revisions of this RFP
      1.5     Site visits of WisDOT facilitiesReview summaries from prior reviews
      1.6     Proposer conference
      1.7     Reasonable accommodations
      1.87    Calendar of events

      1.8    Contract term and funding
      1.10Certification for collection of sales and use tax                                                    Formatted: Bullets and Numbering
      1.9    1.11
      1.10   VendorNet registration                                                                            Formatted: Bullets and Numbering

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 and/or site visits
      3.7     Demonstrations
      3.8     Final evaluation
      3.98    Award and final offers
      3.109   Notification of intent to award

      3.10    Appeals process
      3.123.11       Negotiate contract terms                                                                  Formatted: Bullets and Numbering

4.0   PROPOSER INFORMATION
      4.1     Organization capabilities
      4.2     Staff qualifications
      4.3     Proposer references

5.0   PROPOSER SOLUTIONS FOR CONTRACT REQUIREMENTS
      5.1     Contract requirements
      5.2     Proposer solutions

6.0   COST PROPOSAL
      6.1     General instructions for the cost proposal and how it will be scoredon preparing cost proposal
      6.2     Format for submitting cost proposal
      6.3     Fixed price period
      6.4     Inflationary adjustment

7.0   REQUIRED FORMS
      7.1     Found in front section that precedesbefore the Rrequest for Pproposal document:
      7.2     Found in the back section of the Rrequest for Pproposal document:
              Attachment A - Proposer Information Sheet
              Attachment B - References Sheet
              Attachment C - WisDOT MBE Program Awareness, Compliance & Action Plan
              Attachment D - Proposer Checklist
      Attachment E D - Cost Proposal Form

8.0   8.0              DRAFT - PROPOSED CONTRACT                                                                        Formatted: Bullets and Numbering

WISCONSIN DEPARTMENT                                                                                    RFP #262120
OF TRANSPORTATION                                                                                      Page 1 of 5734




9.0   OTHER RFP PROCESS DOCUMENTS (Not sent out with RFP)

      Appendix A       RFP Checklist
      Appendix B       Evaluation Committee Memo--Transmitting RFP responses
      Appendix C       Assurance of Compliance with Ethical Guidelines and Procedures for Evaluation
      Appendix D       Evaluation Score Sheet (samples)
WISCONSIN DEPARTMENT                                                                                                          RFP #262120
OF TRANSPORTATION                                                                                                            Page 5 2 of 57


      This document is designed for use by program and purchasing staff that need to select a contractor using the REQUEST FOR
      PROPOSAL process. It includes a standard format to use when writing an RFP as well as standard language that should
      appear in any RFP. Optional provisions are provided which may be used depending on the procurement and the needs of the
      department. Contact WisDOT’s Purchasing Supervisor at 266-0894 before starting work on the RFP. Purchasing needs
      to be aware of the project and can provide assistance from the beginning.

      Instructions on using the RFP shell and the RFP process are within highlighted instruction boxes to distinguish them from the
      language that will appear in the actual RFP document. Delete all instruction boxes in the final document.

1.0       GENERAL INFORMATION

          1.1      1.1      Introduction                                                                                                        Formatted: Bullets and Numbering
          1.2      Insert description of the products and/or services that are subject of this RFP in the first blank. Do not use jargon. The
                   description may be brief. However, it should be descriptive enough to help the proposed bidders determine if they are
                   interested in proposing for this project. Insert the Contract Administrator’s name in the second blank; and Purchasing
                   Agent’s name in the third blank.

                   The purpose of this document is to provide interested parties with information to enable them to prepare and
                   submit a proposal for conducting the management performance review of the UrbanMilwaukee County
                   Transit Bus Systems.The purpose of this document is to provide interested parties with information to enable
                   them to prepare and submit a proposal for _______________________________________________.

                   The State as represented by its Wisconsin Department of Transportation (WisDOT) intends to use the results
                   of this Request for Proposal (RFP) to award a contract for the above listed ____________. management
                   performance review of the Milwaukee Urban Country Transit Bus Systems. Section 9 8 of this RFP document
                   contains the draft proposed contract. The contract administrator will be ______________________.David
                   Vickmandetermined at time of award.

                   The WisDOT Purchasing Unit is the sole point of contact for the State of Wisconsin during the selection
                   process. The person responsible for managing the procurement process is ___________, Jane
                   DeRosia, Purchasing _________, Agent, (608) ___________266-2236 or e-mail:
                   ____________________________. mailto:jane.derosia@dot.state.wi.us. Contact with anyone else                                  Field Code Changed
                   involved with this process without the prior authorization of WisDOT Purchasing may result in the
                   disqualification of your proposal.

          1.2      Definitions
          Add others as needed and list alphabetically.

                   The following definitions are used throughout the RFP:
                      Agency means the Wisconsin Department of Transportation
                      Bureau means Bureau of Transit and Local Roads
                      Contractor means proposer awarded the contract
                      Department means the Wisconsin Department of Transportation
                      DOT or WisDOT means the Wisconsin Department of Transportation
                      FTA means Federal Transit Administration
                      MBE means Wisconsin-certified Minority Business Enterprise
                      Proposer/Vendor means a company or individual submitting a proposal in response to this RFP
                      State means the State of Wisconsin

          1.3      Scope


          This section should provide sufficient information and detail to give the proposers a clear understanding of what WisDOT is
                   seeking. Do not use jargon.

                   1.3.1    1.3.1    Project Description                                                                                        Formatted: Bullets and Numbering
WISCONSIN DEPARTMENT                                                                                                 RFP #262120
OF TRANSPORTATION                                                                                                   Page 5 2 of 57



              The Department is requesting professional services to conduct a management performance review of anthe
              UrbanMilwaukee County Transit Bus System.

              This project will involve a detailed examination of the environment in which the transit system operates. The
              auditreview will assess the performance of each operational unit, as well as the effectiveness and efficiency
              of the system as a whole. The auditreview will also assess the decision-making process used by local officials
              to oversee performance and the organizational structure of the systems


              1.3.2    Objectives/Needs

              Following completion of the auditreview, a recommended improvement plan will be developed. Transit
              management can use the plan to correct identified deficiencies and improve service effectiveness and
              operating efficiency through the optimal utilization of manpower and materials. The improvement plan will
              also include alternatives designed to rectify any deficiencies found in the decision-making process and/or the
              organizational structure of the system. A summary of the key or major recommendations will also be
              completed.

              1.3.2    1.3.3    Current Operations (history & background)                                                               Formatted: Bullets and Numbering

            Section 85.20(3)(cr) of the Wisconsin Statutes requires WisDOT to conduct management performance reviews
            of all urban transit systems receiving state aid at least once every five years. The intent is to ensure that the
            state’s transit systems are being operated in the most efficient and cost-effective manner possible.

            This specific project is being initiated to conduct a Management Performance Review (MPA) of the Milwaukee
            County Transit System. The selected firm for this project will be required to assess the degree of
            implementation of the recommendations made in the prior audit reports. The most recent Management
            Performance Reviews of this transit system was conducted in 2003. Transit operations have changed slightly
            since then.


      1.4     Clarification and/or revisions of this RFP.
      Proposers may have questions regarding this procurement. Insert the due date for questions. Insert the name, address and e-
              mail address of the appropriate purchasing agent to whom questions are to be submitted. The purchasing agent should
              handle procedural questions and refer technical questions to the appropriate staff. All responses to proposer questions
              should be issued by the purchasing agent in writing to all proposers. The purchasing agent will determine the need to
              issue an amendment based on the responses. The WisDOT Section may choose several options to provide proposers
              with information on the RFP. Any option chosen should be clearly explained in the RFP including deadlines, location for
              proposer conferences, etc. Some options are: 1) telephone questions; 2) visits with WisDOT staff; and 3) a proposers
              conference. Information given to any proposer must be given to all proposers receiving the RFP.



              Proposers are expected to raise any questions, noted errors, discrepancies, ambiguities, exceptions,
              additions or deficiencies they have concerning this proposal in writing by ____(date)____March 22, 2007, 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                                                                    Field Code Changed

              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.
WISCONSIN DEPARTMENT                                                                                                      RFP #262120
OF TRANSPORTATION                                                                                                        Page 5 2 of 57


                 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.

                 Revisions to this request for proposal will be made only by an official written amendment issued by
                 Purchasing. Proposers may attach additional relevant information to their proposal response.

        1.5      Site visits of WisDOT facilities
Site visits may be requested or required. Remove if this section is not applicable.Review summaries from previous reviews

                 Prospective proposers should contact ____________, Jane DeRosia, 608-________, -266-2236, to make
                 arrangements for a site visit. It is reviewing summaries from previous Management Performance Reviews. It is
                 the proposer’s responsibility to completely inspect the premises documents prior to submitting a proposal to
                 determine all requirements associated with the contract. Failure to do so will in no way relieve the successful
                 proposer from providing, without additional cost to WisDOT, all necessary services that may be required to carry
                 out the intent of the resulting contract.

        1.6      Proposer conference
    See your Purchasing Agent to decide whether to have a proposer conference, and if so, whether attendance is optional or
    mandatory. Insert the date, time, & location of the proposer conference. If mandatory, insert "must" in the remaining blank and
    add a sentence at the end of the paragraph stating if a proposer fails to attend the conference and submits a proposal, the
    proposal will be rejected. If the proposer conference is optional, insert "should" in the remaining blank. All answers to
    questions in a proposal’s conference must be provided in writing to all proposes. REMOVE this section if there will not
    be a proposer conference

                 Proposer Conference will be held on ___________________at____________________________
                 ___________in____________________ 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
                 _________ (should) (must) [SELECT ONE] attend the proposer conference. Any changes as a result of the
                 conference and all questions & answers from the conference will be mailed to all potential proposers in an
                 amendment.

        1.67     Reasonable accommodations
        Insert the purchasing agents name, telephone number into blanks.

                 WisDOT will provide reasonable accommodations, including the provision of informational material in an
                 alternative format, for qualified individuals with disabilities upon request. If you think you need
                 accommodations at a bid opening/proposer conference, contact _____________________, Jane DeRosia,
                 Purchasing, at (608)_________ )266-2236 (voice) or Wisconsin Telecommunications Relay System (TTY) at
                 1-800-947-3529.

        1.78     Calendar of events
    Purchasing Agent will help coordinate dates before RFP is sent to proposer. The suggested span of time between events is in
    number of calendar days. Longer time spans may be necessary for complex RFPs. It is permissible to use relative
    timeframes from the issue date specified on the cover sheet as long as the number of days is expressed clearly as work days
    or calendar days. Proposer conferences, interviews/presentations, and demonstrations may not be applicable and they should
    be deleted from this calendar. At a minimum, there should be three weeks from date of issue until proposals are due.

                 Listed below are specific and estimated dates and times of actions related to this Request for Proposal
                 (RFP). The actions with specific dates must be completed as indicated unless otherwise changed by
                 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. There may or may not be a formal notification issued for changes
                 of the estimated dates and times.

                                   DATE                                              EVENT
WISCONSIN DEPARTMENT                                                                                      RFP #262120
OF TRANSPORTATION                                                                                        Page 5 2 of 57


                   dateMarch 123, 2007       RFP issuance date
                   date of issue + 10March   Last day for submitting written questions
                   22, 2007
                   date of issue + 20March   Mail amendments to proposers, which include answers to
                   27, 2007                    questions, supplements and/or revisions to RFP
                   date of issue + 35April   Proposals due on or before 2:00 p.m.
                   17, 2007
                   date of issue + 75May     Notification of intent to award sent to proposers (estimated)
                   28, 2007
                   date of issue + 80May     Contract award (estimated)
                   716, 2007
                   date of issue + 85May     Contract start date (estimated)                                              Formatted
                   21, 2007                                                                                               Formatted
WISCONSIN DEPARTMENT                                                                                                           RFP #262120
OF TRANSPORTATION                                                                                                             Page 5 2 of 57



          1.89     Contract term and funding
          Contract dates may be unnecessary if a one-time purchase.
      The length of the resulting contract should be explained, including possible renewal options. Contract length is flexible---
      dependent upon what is being procured, the time of year that the contract starts, etc.

      Insert a range or the maximum amount of funding available for one appropriate time period. Funding amount is ‘not’
      required. If not included, last sentence below plus the wording, ‘and funding’, from item heading above.

                   The contract shall be effective on the date indicated on the purchase order or contract and shall continue for
                   _____ one year(s) from that date. By mutual agreement of the agency and the contractor, the contract may
                   be renewed up to _______ additional one-year periods.

                   Funding for this contract (ranges from-to or maximum amount) totals no more thanis not to exceed                            Formatted
                   $______________140,000.

          1.109    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.

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

                   Also, register for WisDOT’s vendor database by accessing our Purchasing web site:
                   http://www.dot.wisconsin.gov/business/purchase/index.htm or by contacting via e-mail at
                   tipscorrespondence.dbm@dot.state.wi.us or via telephone at 608-267-7723.


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
WISCONSIN DEPARTMENT                                                                                                   RFP #262120
OF TRANSPORTATION                                                                                                     Page 5 2 of 57


   Identify precisely when the proposal should be delivered and the number of copies. In setting the number of copies include an
   original for the purchasing file, one copy for each evaluator and one extra.

   Insert the date and time, proposals will be due. This must be the same date and time that is shown in the Calendar of Events in
   Section 1.8 above and as listed on the cover page. Insert the agent's name and complete address to which proposals are to be sent
   or delivered.

                Proposers must submit, in a sealed package, One Original (identify) PLUS ___ 6 copies of all materials
                required for acceptance of their proposal on or before 2:00 p.m., _________________________ April 17,
                2007 to:

                         U.S. Mail:                                  UPS, Fed Ex, Airborne, etc.:
                         Purchasing                                  Purchasing
                         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 can hand deliver their proposal package on or before the date and time listed above. Because
                of increased building security, access to the WisDOT Purchasing Office is restricted and may cause
                delay if hand delivering your proposal. Allow ample time for security clearance to room 751.

                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 facsimile machine or e-mail submitted proposals. 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 Original plus one (1) copy (Attachment ED)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 8.5 by 11 inch paper and bound securely.

                Proposers responding to this RFP must comply with the following format requirements:

                (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 addendum/amendment signature pages, the
                         designation of confidential & proprietary information form found in the front section of the RFP; and
                         completed Attachment A--Proposer Information Sheet (page __) found at the end of this RFP. The
                         Vendor Agreement form is not required; inclusion is the proposer’s decision.

                         Proposals submitted in response to this RFP must be signed by the person in the proposer's
                         organization who is responsible for the proposal submittal, including prices. Each proposal shall
                         stipulate that it is predicated upon the requirements, terms, and conditions of this RFP and any
                         addendums/amendments thereof.
WISCONSIN DEPARTMENT                                                                                                      RFP #262120
OF TRANSPORTATION                                                                                                        Page 5 2 of 57


                   (b)      Tab 1(A)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.
                   Financial Stability Documents, such as financial statements, may be required and evaluated in RFPs. Only include this
                            type of clause if you have a qualified evaluator(s) of this documentation. Change wording above accordingly.
                            Renumber Tabs if taking out.

                   (c)      Tab 23 - 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 completed Attachment B--References Sheet (page __) found at the end of
                            this RFP.

                   (d)      Tab 34 - 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 45 - WISDOT MINORITY BUSINESS ENTERPRISE (MBE) PROGRAM AWARNESS,
                            COMPLIANCE & ACTION PLAN: Proposers must detail their action plan for potential MBE
                            subcontracts and/or MBE second-tier agreements. Include here completed Attachment C (pages
                            __-__) found at the end of this RFP.

                   (f)      Tab 56 - PROPOSER CHECKLIST: Include here completed Attachment D (pages __-__) found at
                            the end of this RFP.

                   (gf)     Separate Envelope - COST PROPOSAL--Attachment ED: 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 conform fully 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 the 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 written withdrawal notice must be received by the Purchasing Agent
                   or Purchasing Supervisor managing this RFP process. The notice must be signed by an authorized
                   representative of the proposer. 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.


3.0       PROPOSAL SELECTION AND AWARD PROCESS

      The evaluation criteria and award procedures must be established when the RFP is prepared. Define the specific criteria to be used
      to score each proposal and award the contract. A well-written RFP scoring procedure will focus the judgment of the evaluation
      committee and reduce biases. The methodology must be tied directly to general and technical/specific requirements.

      A list of evaluation team members and their titles must be submitted to WisDOT Purchasing prior to issuance of the RFP. These
      names are not disclosed to anyone else. The names of evaluation team members must be kept confidential until after an award is
      made.
WISCONSIN DEPARTMENT                                                                                                  RFP #262120
OF TRANSPORTATION                                                                                                    Page 5 2 of 57


   The evaluation team must have at least one member or person advising the team who is trained in the RFP process. It is
   recommended that evaluation team members be involved in the development of the RFP document and in the development of the
   evaluation criteria for proposals. No person shall serve on an evaluation team where the action of that team might benefit that
   person, or a member of that person's immediate family as defined in s. 19.42(7), Wis. Stats.

   NOTE: See the following sections of the State Procurement Manual (PRO-C-12 and PRO-C-29) available from Purchasing, for more
   specific information about items to be included for review and approval of RFPs as well as instructions to be given committee
   members regarding their responsibilities as evaluators.

       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 the WisDOT's request.

       3.2      Preliminary evaluation
       Proposers must be told what RFP requirements are mandatory and that non-compliance will result in their proposal being
               rejected. If a requirement is not absolutely essential, it should not be identified as mandatory. CAUTION--A mandatory
               requirement can be eliminated if none of the proposers can comply. A mandatory requirement cannot be eliminated if at
               least one proposer is able to comply.

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

       3.4      Proposal scoring
                Accepted proposals will be reviewed by an evaluation committee and scored against the stated criteria. The
                committee may review references, request interviews/presentations, conduct demonstrations and/or conduct
                on-site visits. The resulting information will be used to score the proposals. Proposals from state-certified
                Minority Business Enterprises (MBE) 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.
WISCONSIN DEPARTMENT                                                                                                        RFP #262120
OF TRANSPORTATION                                                                                                          Page 5 2 of 57



         3.5      Evaluation criteria
    Below are suggested criteria; any scale of points can be used. Point amounts can be increased or decreased to reflect
    proposal needs. For example, a 100-point scale can be used instead of 1000 points. Make sure criteria “mirrors” listed
    requirements in Sections 4,5, and 6. Consider not using references as a separate evaluation criterion. Instead, use them to finalize
    other evaluation criteria scoring, such as Organizational Capabilities and Staff Qualifications. Additionally, the RFP may benefit from
                            st                                             nd
    a two-tier evaluation: 1 evaluation of the written proposal, and the 2 to evaluate interviews and/or presentations.

                  The proposals will be scored using the following criteria:

                           Description                                                                   Points
                     A.    Proposer Information (section 5.0)                                                     30
                           4.1 Organization Capabilities                                            15
                           4.2 Staff Qualifications                                                 15

                     B.    Desired & Value-Added Capabilities and Solutions (section                              60
                           5.0)
                           5.6.1 Performance indicators and evaluation methodology                  30
                           5.6.2 Work plan and timetable                                            30

                     C.    Cost (section 6.0)                                                                     10

                           TOTAL                                                                                  100


         3.6      Interviews/presentations and/or site visits
         Interviews/presentations and site visits should be used to clarify and elaborate the proposal submitted by proposers most likely to
receive an award. Interviews/presentations cannot be used as an opportunity for the proposer to alter its proposal. In conducting these
discussions there shall be no disclosure of any information obtained from any competing proposer. REMOVE this section if not having
interviews, presentations, and/or site visits. REMOVE the part of the header and the final sentence if not having site visits.

                  Top-scoring proposers, based on the evaluation of the written proposal, may be required to have
                  interviews/presentations 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 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. The WisDOT may conduct site visits of proposer and/or references’
                  facilities to clarify or confirm proposal information.

         3.7      Demonstrations
    There may be times when a program requires or needs a demonstration of products and/or services. If no demonstration is to be part
    of the RFP, this section should be deleted from the RFP document.

                  The WisDOT may require the installation and demonstration of products and/or services at a state site. If
                  required, product(s) being demonstrated must be delivered to the state site by the date specified in 1.8.
                  WisDOT will furnish details concerning the demonstration site and evaluate the proposer's products and/or
                  services. Failure of a proposer to furnish the products and/or services it has proposed for demonstration will
                  result in rejection of that proposal. Failure of any products and/or services to meet the requirements during
                  the demonstration may result in rejection of the proposer's proposal. Successful demonstration of the
                  proposer’s product(s) and/or service(s) does not constitute acceptance by the State.

                  Any products and/or services furnished by the proposer for the purposes of this demonstration must be
                  identical in every respect to those that will be furnished if a contract results. Any exceptions must be
                  requested in writing and be accepted by Purchasing prior to the demonstration.

         3.8      Final evaluation
WISCONSIN DEPARTMENT                                                                                              RFP #262120
OF TRANSPORTATION                                                                                                Page 5 2 of 57


               Upon completion of any interviews/presentations and demonstrations by proposers, the WisDOT's 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 any other
               pertinent proposer information.

      3.98     Award and final offers
               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 the WisDOT will request a best and final offer.

      3.109    Notification of intent to award
               All proposers who respond to this RFP will be notified in writing of WisDOT's intent to award the contract(s)
               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.

      3.1110 Appeals process
      This section only required if procuring services over $25,000.

               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, Wisconsin Dept. of Transportation, 4802 Sheboygan Avenue, PO Box 7910, Madison, WI 53707,
               phone number 608-266-1114, facsimile number 608-266-9912, and received in his office no later than five (5)
               working days after the notice of intent to award is issued.

               The written protest must be received in his office 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 Dept. 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.

      3.1211 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
             with the highest scoring proposer, the agency may negotiate a contract with the next highest scoring
             proposer.
WISCONSIN DEPARTMENT                                                                                                  RFP #262120
OF TRANSPORTATION                                                                                                    Page 5 2 of 57




4.0       PROPOSER INFORMATION
          Submit response under Tab 23 of proposal--see section 2.4 above for proposal submittal format.

      Add more descriptive capabilities or qualifications if want to know specific information.

          4.1       Organization capabilities (maximum 15 points)                                                                       Formatted: Bullets and Numbering

                    Describe the firm's experience and capabilities providing similar services to those required, particularly
                    experience on projects for large urbanized area transit systems. Be specific and identify projects, dates, and
                    results.

                    The financial stability documentation, as described and submitted in 2.4(b), will be considered part of
                    proposer response to this section.

          4.2       Staff qualifications (maximum 15 points)

                    Identify key staff your company will assign to fulfill the contract requirements. Detail who would be contract
                    manager(s), etc. Provide resume synopsis describing the educational and work experiences for each of the
                    key staff who 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.

          4.3       Proposer references

                    Proposer must include in their proposal a list of all (but no more than 6) organizations and/or clients with
                    whom the proposer has done business, similar to that required by this solicitation, in the last 5 years. 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 to 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
                    evaluation committee and 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. The WisDOT may also utilize other sources of information about the product(s) and/or service(s)
                    provided by the proposer.
WISCONSIN DEPARTMENT                                                                                             RFP #262120
OF TRANSPORTATION                                                                                               Page 5 2 of 57


       4.1     Organization capabilities
               Describe the firm's experience and capabilities providing similar services to those required. Be specific and
               detail no more than __identify projects: description of works (no more than __), dates, and results.

       4.2     Staff qualifications
               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
               who 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.

               Detail the subcontractors, if any, that be used and what services they would perform.

       4.3     Proposer references
               Proposer must include in their proposal a list (but no more than 6) of organizations and/or clients (but no
               more than ___) with whom the proposer has done business in the last _____years similar to that required by
               this solicitation. 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 to 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
               evaluation committee and used when scoring the written proposal. (NOTE: Potential subcontractors or
               WisDOT staff cannot be references.)

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


5.0    PROPOSER SOLUTIONS FOR CONTRACT REQUIREMENTS
Section 5 may be separated into two sections if needed for better understanding: Section 5 Contract Requirements and
Section 6 Proposer Solutions for Contract Requirements.

       5.1      CONTRACT REQUIREMENTS
       The following mandatory requirements must be complied if awarded the contract. Provide a point-by-point response
       in the proposal (“comply” or “not comply”) to each and every mandatory requirement. Failure to meet a mandatory
       shall result in the rejection of your proposal. See Section 2.4(c) and 3.2 above.

       5.1     Audit Ttasks:

               5.1.1   Analysis of system performance
                       At a minimum, these six performance indicators must be included:
                       1) Operating ratio                                                                                          Formatted: Bullets and Numbering
                       2) Expense per passenger
                       3) Passengers per capita
                       4) Passengers per revenue hour
                       5) Expenses per revenue hour
                       6) Revenue hours per capita

                       The auditreview will include a time-trend analysis (2000-2005) of the selected indicators as well as a
                       comparison of indicator values with both industry standards and similar transit properties in the
                       nation. The peer group will be selected after the contract has been finalized. WisDOT must approve
                       the transit properties that will be used for the peer group analysis by the contractor.
WISCONSIN DEPARTMENT                                                                                            RFP #262120
OF TRANSPORTATION                                                                                              Page 5 2 of 57


             5.1.2     Analysis of policy/decision-making process
                       The first step in the analysis of the policy/decision-making process will be to define and document the
                       process as it currently exists. The following points must be addressed:

                       1) Who is involved in the process? Why are they involved? How are they involved?                          Formatted: Bullets and Numbering
                       2) How are the goals and objectives established?
                       3) How is policy determined?
                       4) How is goal attainment/policy implementation evaluated?
                       5) What lines of communication have been established between all parties involved in the process
                          (both upward and downward communication)?
                       6) What is the level of authority and responsibility of all involved parties and to whom are they
                          accountable?

                       After the process has been defined, it must be evaluated in relation to its impact on system
                       effectiveness and operating efficiency. The evaluation should answer the following questions:

                       1) Does the general manager have sufficient authority and control to manage the system in an              Formatted: Bullets and Numbering
                          efficient manner?
                       2) Are the lines of authority, responsibility, and accountability well defined and appropriate?
                       3) Do established lines of communication provide for sufficient exchange of information to ensure
                          that decision-makers are knowledgeable on issues?
                       4) Is there an iterative evaluation process in place that measures the results of actions taken and
                          provides for corrective adjustments if goals have not been attained?
                       5) Is the current organizational structure of the transit system, within the overall municipal
                          framework, conducive to effective and efficient operation?

             5.1.3     AuditReview of operational functions
                       The contractor will perform a detailed auditreview of each operational function that includes:

                       1)    Accounting, finance, purchasing.                                                                    Formatted: Bullets and Numbering
                       2)    Personnel and labor relations (including a detailed review of existing labor contracts).
                       3)    Transportation operations.
                       4)    Specialized services for the elderly and disabled (to include an assessment of the cost-
                             effectiveness of current specialized service contracts and arrangements).
                       5)    Safety management and training.
                       6)    Service planning (long-range and short-range).
                       7)    Scheduling.
                       8)    Marketing.
                       9)    Maintenance.
                       10)   Information technology.

                       For each of the above-mentioned functions, the auditsreviews should incorporate, but not necessarily
                       be limited to, an examination and evaluation of the following:

                       1)    Mission, duties.                                                                                    Formatted: Bullets and Numbering
                       2)    Budget.
                       3)    Structure, staffing, supervision.
                       4)    Procedures, standards, controls.
                       5)    Effectiveness, efficiency, evaluation process.
                       6)    Improvement process, implementation structure.

                       Following the completion of Task 5.1.3, the contractor will prepare technical memoranda
                       summarizing the preliminary findings of Tasks 5.1.1, 5.1.2, and 5.1.3 to be distributed to WisDOT,
                       transit system management, and local policy makers.
WISCONSIN DEPARTMENT                                                                                            RFP #262120
OF TRANSPORTATION                                                                                              Page 5 2 of 57




        5.2     Preparation of improvement plan

                Based on the findings of Tasks 5.1.1 through 5.1.3 and input from WisDOT staff, the contractor will prepare
                recommended improvement plans that will include:

                1) Identification of efficient and effective procedures currently being utilized.                                Formatted: Bullets and Numbering
                2) Recommendations for correcting identified deficiencies, both procedural and organizational.
                3) Cost-benefit analysis for each recommended improvement.
                4) Summary of non-financial advantages and disadvantages associated with each recommended
                   improvement, including an assessment of political ramifications.
                5) Implementation plan.

        5.3     Required presentations

                A minimum of three presentations will be required. Presentations will be made following completion of:
                1) the time-trend and peer group analysis                                                                        Formatted: Bullets and Numbering
                2) the audit of the operational unit
                3) the draft final report

        5.4     Project oversight

                The contractor will work with WisDOT staff throughout the course of the auditreview. WisDOT staff will
                reviewexamine all materials developed by the contractor and provide project oversight.

        5.5     Materials for printing

                The contractor will provide camera-ready electronic documents (CD, etc.) of all technical memoranda and
                final report to the Bureau of Transit and Local Roads. The contractor will provide the transit systems and
                WisDOT with two printed copies of all memoranda and final reports.

        5.6     Desired and value-added capabilities and solutions (Submit under Tab 5; see section 2.4 above)                   Formatted: Bullets and Numbering

                Proposers are encouraged to exceed mandatory requirements and should state any value-added solutions in
                your response.

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

                5.6.1   Performance indicators and evaluation methodology (maximum 30 points)

                Identify the performance indicators and other evaluation methods/procedures to be used when measuring
                both service effectiveness and operating efficiency (the minimum six indicators are listed in item 45.1.1).
                Identify the methodology that will be used to select the peer group.

                5.6.2   Work plan and timetable (maximum 30 points)

                List proposed work plan for each task in sections 45.1-45.3 and timetable for accomplishing all tasks.
                Proposers must indicate their ability to work on this project within 30 days of contract award and to complete
                all deliverables within one year of the project start date.
The following contract requirements are expected to be fulfilled by the Contractor:
WISCONSIN DEPARTMENT                                                                                                       RFP #262120
OF TRANSPORTATION                                                                                                         Page 5 2 of 57


  Describe the requirements of the contract, fully outlining any required deliverables and responsibilities of the Contractor. This section
  will detail any/all mandatory requirements. Below are only suggestions, change wording as needed. If response is desired for any item
  below, list response requirements for the proposers. The following are examples, change as appropriate.

                   5.1.1   Program responsibilities.

                   5.1.2   Minimum outputs, results, warranties, maintenance or service required.

                   5.1.3   Reports required from the successful proposer. If appropriate, provide timetables that the proposer
                           must meet.

                   5.1.4   Equipment installation requirements.

                   5.1.5   Other requirements specific to the proposal.

          5.2PROPOSER SOLUTIONS                                                                                                               Formatted: Bullets and Numbering
                Submit response under Tab 34 of proposal--see section 2.4 above for proposal submittal format.

      List items/components that the proposer must respond to for evaluation. Following are examples, change as appropriate.

                   5.2.1   Describe Innovations…

                   5.2.2   Detail your team’s understanding/approach of the project/program…

                   5.2.3   Outline the Work Plan and Timetable …

                   5.2.4   Detail how you will Exceed Mandatory requirements…

                   5.2.5   Describe site requirements, e.g. environmental

                   5.2.6   Define Extended maintenance and warranties…

                   5.2.7   Detail Training…

                   5.2.8   Describe Value-added solutions…


6.0       COST PROPOSAL
Proposers should be instructed on preparing cost proposals in this section. RFPs should be clear on how costs will be evaluated and
        scored. Cost proposals for RFPs can be very complicated and WisDOT should have a clear scoring methodology prepared
        before the RFP is issued. In most cases cost scoring should be done in an objective and quantitative manner. Cost scores will
        be calculated by Purchasing.

          6.1      General instructions for the cost proposal and how it will be scored
          Proposers should be instructed on preparing cost proposals in this section. RFPs should be clear on how costs will be evaluated
                  and scored. Cost proposals for RFPs can be very complicated and WisDOT should have a clear scoring methodology
                  prepared before the RFP is issued. In most cases cost scoring should be done in an objective and quantitative manner.
                  Cost scores will be calculated by purchasing and all reviewers use the same scores.                                         Formatted



                   The cost proposal must be submitted in a separate envelope within the written proposal package. All prices
                   must be quoted in U.S. Dollars.
WISCONSIN DEPARTMENT                                                                                                   RFP #262120
OF TRANSPORTATION                                                                                                     Page 5 2 of 57


   If a different cost methodology is used than the one listed below, either list it or use the following wording and remove the
   next paragraph and formula:
                The cost proposal will be scored by the using a standard quantitative calculation where the most points will be
                awarded to the proposal with the lowest cost. Various costing methodologies are available to analyze the
                cost information submitted to determine the lowest costs to the department. The department will select one
                method and use it consistently throughout its analysis. The cost methodology will be available, by request
                from the Purchasing Agent, at the time that the proposals are due.


                The Purchasing Agent will score the cost proposals by prorating with the lowest cost proposal given the
                highest score. The formula is as follows: 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)



       6.2      Format for submitting cost proposal. Use Cost Proposal--Attachment ED.
                Submit one original plus one copy.
   It is recommended that proposers be given a standard format to submit their cost proposal that should relate directly to how the
   program manager wants the proposer to present their cost. The items below are examples of possible requested costs. Use a
   different format based on the needed cost(s) for the project/program. If not using Attachment ED, specify that submittal must be on
   company/organization letterhead.

                (1)  Labor cost (by individual and job title, list estimated hours, hourly rate and total cost)
                     List subcontractors’ costs, separately, using the same criteria.
                (2) Overhead (show as a percent of labor) (list items included in overhead)
                (3) Travel* (estimated transportation, lodging, meals, expenses)
                (4) Other Direct Expenses (materials, communication, etc.)
                (5) Specific equipment, software (list items)
                (6) Maintenance of equipment, software (5 years costs)
                (7) Training (specify how you want it priced: by hour, by course, on site, at vendor’s location)
                (85) TOTAL COST

                      *State of Wisconsin’s current per-diem rates are:
                        Meals: breakfast $8, lunch $9, dinner $17 (including tax and tip)
                        Lodging: $62 per night, single, exclusive of tax
                             If work is in Milwaukee, Racine, or Waukesha CountyCounties, the lodging rate is $72 per night
                        Mileage reimbursement: $0.4325 per mile
                        Airfare: coach rates

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

       6.3      6.3       Fixed price period                                                                                             Formatted: Bullets and Numbering

                All prices, costs, and conditions outlined in the proposal shall remain fixed and valid for acceptance for sixty
                (60) days starting on the due date for proposals.
WISCONSIN DEPARTMENT                                                                                               RFP #262120
OF TRANSPORTATION                                                                                                 Page 5 2 of 57


                  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.
      Price increases must be justified with supporting documentation of industry-wide increases. (This optional wording may
      be added.)

          6.4     Inflationary adjustment
      (Remove this section if not needed)
                  The contractor may receive an inflationary adjustment to their base fee or hourly rate(s) at the start of each
                  contract renewal period. This increase may be based on either (1) the increase in the prevailing Consumer
                  Price Index for Urban Wage Earners (CPI-U) for Milwaukee, Wisconsin, in effect for the first half of the
                  current year or the second half of the previous year (whichever is more current) OR (2) five percent (5%) of
                  the current contractor’s base fee or hourly rate, whichever is lower.

7.0       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.

          7.1     Found in front section that precedes the Request for Proposal document:
                  7.1.1 Request for Proposal Signature Page
                  7.1.2 Designation of Confidential and Proprietary Information Page

                  Submit these forms under Tab 1; see section 2.4 above.

          7.2     Found in the back section of the Rrequest for Pproposal document:
                  7.2.1 Proposer Information Sheet--Attachment A. Submit under Tab 1; see section 2.4 above.
                  7.2.2 References Sheet--Attachment B. Submit under Tab 23; see sections 2.4 and 4.3 above.
                  7.2.3 WisDOT MBE Program Awareness, Compliance & Action Plan--Attachment C. Submit under Tab
                          45; see section 2.4 above.
                  7.2.4Proposer Checklist--Attachment D. Submit under Tab 56; see section 2.4 above.
                  7.2.57.2.4      7.2.5 Cost Proposal--Attachment ED. Submit in separate sealed envelope within
                          proposal package.
WISCONSIN DEPARTMENT                                                                                 RFP #262120
OF TRANSPORTATION                                                                                    Page 21 of 57

STATE OF WISCONSIN
DOA-3477 (R05/98)
ATTACHMENT A
PROPOSER INFORMATION--Submit this completed 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 #262120
OF TRANSPORTATION                                                                                              Page 22 of 57

STATE OF WISCONSIN
DOA-3478 (R12/96)
ATTACHMENT B
                                                  REFERENCES
             (Submit this completed form under Tab 23 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 #262120
OF TRANSPORTATION                                                                                        Page 23 of 57

Attachment C
                      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 annual purchasing dollars with state-
certified minority businesses.

State of Wisconsin procurement policy provides that Minority 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/projects.

You, as a contractor, 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
(second-tier suppliers), with a goal of awarding 5% of the contract price to such enterprises.

Monthly or Quarterly reports are requested to be submitted to the Department of Transportation Purchasing Unit’s
Minority Business Specialist, itemizing the costs of services and goods provided by certified firms. Reports should
state the costs for the previous contract/project month or quarter.

Authority for the MBE 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:

Your complete response on the following attachment must address the following components of your
company’s/organization’s commitment/action plan:

        a) Indication that you understand the WisDOT’s goal,
        b) Listing of any MBE vendors with which you intend to subcontract,
        c) Description of the various second tier MBE expenses (goods and services procured that are incidental to
           the contract/project; examples are: specific office supplies to perform the contract, percentage of cost for
           uniforms for contract staff, travel to perform the contract/project, percentage of facility maintenance
           services for your facility used directly by your staff during the contract/project period) your
           company/organization will be able to report that are in direct connection with the administration of this
           contract,
        d) Statement expressing your commitment to complete the required monthly or quarterly reports that will
           reflect your subcontracts 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 follows. 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/deo/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 #262120
OF TRANSPORTATION                                                                               Page 24 of 57



Cross Management Service, Inc.                    GSH Consulting, LLC
310 West Lloyd Street                             225 E Michigan Ave, 4th Floor
Milwaukee, WI 53212                               Milwaukee, WI 53202

Carla Y. Cross                                    Emery K Harlan
414/449-4920                                      414/277-0289
414/449-3620 fax                                  414/277-8500 fax
ccross@cross-management.com
                                                  General business management and consulting.
Accounting, business management, supplier
diversity consulting and other business
services.



M. S. Onyx, LLC                                   Prism Technical Management & Marketing
4712 N 71st Street                                6114 W Capital Dr Suite 200
Milwaukee, WI 53218                               Milwaukee, WI 53216

Sabrina Morris                                    Randy Crump
414/550-2315                                      414/847 0990
414/464-0531 fax                                  414/847 0992 fax
sabraille@aol.com                                 info@prismtechnical.com

Business management and consulting including      Diversity participation plan development,
project management, payroll services and          business management, engineering, and other
accounting. Also a provider of training and       technical services. Computer consulting and
workforce development and minority and            website development. Event Planning &
woman owned/operated cetification processing,     Management, Graphic design, Marketing/Radio
grant and proposal writing and strategic          Commercial Design and Website Design.



Risk Management Solutions                         Coleman & Williams, Ltd.
208 S. La Salle St., Ste. 1410                    316 N. Milwaukee Street #350
Chicago, IL 60606                                 Milwaukee, WI 53202-0000

Janara Cave                                       William B. Coleman
312/960-6200                                      414/278-0170
312/960-1920 fax                                  414/278-1169 fax
jcave@rmsoa.com                                   taw@candwmilw.com

Risk management, insurance, general business      Auditing and accounting services. Business
management and consulting, claims                 information technology, management and tax
administration, loss safety control and calling   consulting and advisory.
center services.
WISCONSIN DEPARTMENT                                                                               RFP #262120
OF TRANSPORTATION                                                                                  Page 25 of 57



J. Thompson & Associates, LLC                     Michael K. McGee, S.C.
207 E Buffalo Street Ste 553                      414 D'Onofrio Drive, #320
Milwaukee, WI 53202                               Madison, WI 53719

John F. Thompson                                  Michael K. McGee
414/765-9420                                      608/833-5660
414/765-9421 fax                                  608/833-7592 fax
john@jthoma.com                                   mmcgee@mcgeecpa.com

Certified Public Accountant. Accounting, taxes,   Accounting and financial services including
auditing and financial consulting services.       audits, review and compilation, income tax
                                                  planning and preparation. Accounting systems
                                                  consultation and implementation.


Stratus Consulting Group                          Williams CPA, LLC
118 N Peoria                                      1842 N. Martin Luther King Dr.
Chicago, IL 60607                                 Milwaukee, WI 53212-2511

Olga Franceschini                                 Noel A. Williams
312/217-5955                                      414/264-6490
240/209-3272 fax                                  414/264-6495 fax
olgafranc@aeistratus.com                          noel@williamscpa.com

Management and information technology             Accounting, auditing, and business consulting.
services including strategic sourcing, business
process reengineering, auditing, information
technology planning, system design and
implementation, and quality assurance
services.



Ralph G. Moore & Associates
211 West Wacker Suite 1050
Chicago, IL 60606

Ralph G. Moore
312-419-1911
 fax
rgma@rgma.com

Business Consulting and audits.



List here the MBE’s from the directory that are companies/organizations certified for the service or product
that is being procured through this RFP.
WISCONSIN DEPARTMENT                                                                                                 RFP #262120
OF TRANSPORTATION                                                                                                    Page 26 of 57

ATTACHMENT C
                        WisDOT MINORITY BUSINESS ENTERPRISE (MBE) PROGRAM
                             AWARENESS, COMPLIANCE & ACTION PLAN
                Complete and sign--Submit under Tab 45 in the proposal; see section 2.4 above
Failure to complete this form as a component of your proposal may result in rejection of your proposal.

 Our company/organization is a Wisconsin-certified Minority Business Enterprise (MBE).                            Yes       No

 Our company/organization 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 annual purchasing
 dollars with state-certified MBE firms.                                                                          Yes       No

 We are aware that if awarded this contract/project our company/organization will provide
 monthly or quarterly reports to WisDOT reporting all expenditure activity directed to MBE                        Yes       No
 subcontractors or second-tier MBE suppliers that directly relate to this contract. (Any non-
 certified minority businesses could be a potential subcontractor/second-tier supplier--indicate
 these on your plan. WisDOT will work with those businesses for possible certification.)

 Subcontractors: Our company/organization intends to subcontract at least 5% dollar volume
 with certified MBE firms listed below (names, addresses, telephone numbers):                                     Yes       No




Second-tier Suppliers: In addition to direct subcontracting efforts, your company/organization can help 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 Wisconsin-certified MBE firms as it pursues the normal course of
business supplying the WisDOT-contracted products or services. Here are some examples:
      Percentage of your office supplies specifically used during the course of this contract/project.
      Percentage of uniform costs for staff performing this contract/project.
      If you travel to perform this contract/project, you could use a state-certified MBE travel agency and report that
         expense.
      Percentage of facilities maintenance services for facility(ies) directly used by your staff during the course of
         this contract/project.
These second-tier expenses can only be reported to the extent that they directly relate to your business with 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 monthly basis.
***************************************************************************************************************************************
In paragraph form, describe your company/organization’s commitment/action plan with regard to the planned use of
state-certified MBE businesses in subcontracting efforts, as well as developing MBE second-tier suppliers. Please list
your specific commitments (attach sheet, if necessary).




SIGNATURE: ______________________________________ DATE: _____________________________

PRINTED NAME & TITLE: _______________________________________________________________
WISCONSIN DEPARTMENT                                                             RFP #262120
OF TRANSPORTATION                                                                Page 27 of 57

COMPANY: ____________________________________________________________________________
WISCONSIN DEPARTMENT                                                                                    RFP #262120
OF TRANSPORTATION                                                                                       Page 28 of 57

ATTACHMENT D
                                              PROPOSER CHECKLIST
                       (Submit this completed form under Tab 56; 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 represents your response. All negative
responses should be explained on separate pages attached to this checklist. Each explanation shall reference the
related section or subsection.

Modify the numbering of this checklist to ‘mirror’ RFP document.

 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
 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
 3.12
 4.0                                                                                       X
 4.1
 4.2
 4.3
 5.0                                                                                       X
 5.1                                                                                       X
WISCONSIN DEPARTMENT                                                                              RFP #262120
OF TRANSPORTATION                                                                                 Page 29 of 57

 RFP          Content            Content Acknowledged,    Requested              No Response   Clarifying Information
 Section or   Acknowledged and   but not acceptable       Information Included   Required      Included
 Subsection   Accepted           (explanation included)
 5.1.1
 5.1.2
 5.1.3
 5.1.4
 5.1.5
 5.2                                                                                     X
 5.2.1
 5.2.2
 5.2.3
 5.2.4
 5.2.5
 5.2.6
 5.2.7
 5.2.8
 6.0                                                                                     X
 6.1
 6.2
 6.3
 6.4
 7.0                                                                                     X
 7.1
 7.2
 8.0
WISCONSIN DEPARTMENT                                                                                        RFP #262120
OF TRANSPORTATION                                                                                           Page 30 of 57



ATTACHMENT ED--Original plus one copy (Submit in separate envelope within proposal package)
Modify this form to ‘mirror’ section 6.2 submittal format. This specific form does not have to be used--change wording
in section 6.2 if cost proposal submitted in a different format or if asking company/organization letterhead be used.

    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. Equipment and/or software
       being purchased                      Indicate quantity, unit price and total price
        (itemize as appropriate)               __________                            $__________    $____________

    6. Maintenance of hardware/
       Software – request annual
       pricing for 3-5 years
       (itemize as appropriate)             __________ years                       $________/yr. $____________

    7. Training (attach price breakdown
       if necessary)                   $_______/Hr.         $_______/class         ON WisDOT SITE $____________
                                       $_______/Hr.         $_______/class         AT VENDOR      $____________

    8. 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 #262120
OF TRANSPORTATION                                                                                      Page 31 of 57


8.0       DRAFT - PROPOSED CONTRACT (to be completed and executed after award of RFP.)

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




COMMODITY OR SERVICE:                                                 CONTRACT NO.:
Transit System Management Performance Review of
Milwaukee County Transit System


REQUEST FOR PROPOSAL NO.: 262120                                      CONTRACT PERIOD: One year




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 #262120
OF TRANSPORTATION                                                                                                Page 32 of 57




I.       PARTIES TO THE CONTRACT
         This agreement, hereinafter referred to as the “Contract", shall be between the Wisconsin Department of
         Transportation, __________ (fill in division, office, etc.)Division of Transportation Investment Management,
         Bureau of Transit and Local Roads ________________, hereinafter referred to as "WisDOT", and the successful
         proposer, ______________________, hereinafter referred to as the "Contractor" and/or “Provider”, for the
         procurement of        Urban Bus Transit Systems Management Performance Review                    , according to the             Formatted
         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 May 21, 2007. The CContract term ishall
         be for one year from the effective date. ________________ (date) through _______________ (date), with ___
         (insert number) possible one-year renewals. (change to reflect actual contract period and renewals, and
         any other contract term essentials) (Possible other clauses--remove if not being used: The actual Contract
         effective date will be based on the Contractor's installation of the            _____. Contract will begin after
         production cut-over date, ________________.)

III.  EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT
WisDOT should include language in the contract that states “the RFP is incorporated into the signed contract” if the contract does not
      list all contractor responsibilities as they appeared in the RFP. Below is the general hierarchy of documents, which may be
      changed as needed.

         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 #_______ #262120(fill in number)

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

IV.     WORK PLAN, DELIVERABLES, TIMETABLE, AND BUDGET
Include either here or at the end of the document, the negotiated work plan, deliverables, timetable, and budget. These
could be documents copied from the awarded contractor’s proposal. Any or all of these items can be taken out of the
contract or called something else, as appropriate for the procurement.

         The WisDOT's Request for Proposal defines the work plan, deliverables, timetable and budget.

V.       BILLING & PAYMENT TERMS
Billing and payment procedures should be specified in this section. You may tie payments to the delivery of specific
products/services. Standard terms are net 30 calendar days after delivery & acceptance and receipt of a properly
submitted invoice. Incremental/progress payment terms may be considered depending on your budgetary
constraints or service schedule. Examples of incremental payments are (1) payment after each task completed
and/or deliverable is reviewed and accepted by contract administrator, (2) monthly payments based on actual
hours, etc. of work completed, reviewed, and accepted by contract administrator, (3) 25% after product set-up,
25% after successful product training of staff, 50% after successful product-use test period is completed. The
payment schedule may be negotiated with the awarded contractor based on the accepted work schedule, product delivery,
etc.
         (Sample wording)
WISCONSIN DEPARTMENT                                                                                      RFP #262120
OF TRANSPORTATION                                                                                         Page 33 of 57


        Awarded contract will follow the costs outlined in the Program Budget. Progress payments will be made from
        properly submitted invoices, each month, for rendered services and after approval by the WisDOT Contract
        Administrator, __________.

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

        Standard payment terms are net 30 calendar days.

VI.(A). LIQUIDATED DAMAGES
This section will not be used by WisDOT contracts unless an actual monetary loss to WisDOT can be proven and can be
defensible in possible litigation. AGENT MUST CHOOSE: V.A, V.B, or V.C if necessary.

        The contractor acknowledges that damages will be incurred by the agency, in the amount of __________ per
        working day, not to exceed one-half of the total of the contract, for every day past the scheduled delivery date.
        The contractor agrees that the agency shall have the right to liquidate such damages, through deduction from the
        contractor’s invoices, in the amount equal to the damages incurred or by direct billing to the contractor.

VI.(B) IRREVOCABLE LETTER OF CREDIT
This section will not be used by WisDOT contracts unless an actual monetary loss to WisDOT can be proven and can be
defensible in possible litigation. AGENT MUST CHOOSE: V.A, V.B, or V.C if necessary.

        Successful contractor(s) (shall) (may) [SELECT ONE] be required to furnish an irrevocable letter of credit in the
        amount of $_______ naming the WisDOT as beneficiary for the entire contract period. The irrevocable letter of
        credit must be in an amount specified and the format content required by the WisDOT. In case of a split award
        the irrevocable letter of credit must be split between successful contractors as determined by the WisDOT.
        Irrevocable letter of credit must be furnished by a company licensed to do business in the State of Wisconsin.

        The letter of credit must provide that in the event of non-renewal WisDOT Purchasing and the Contractor be
        notified in writing by the issuer a minimum of 60 calendar days prior to the anniversary of the contract effective
        date.

        Irrevocable letter of credit must be furnished to Purchasing within 21 calendar days of contract award notice and
        prior to contract commencement.

VI.(C) PERFORMANCE BONDS
This section will not be used by WisDOT contracts unless an actual monetary loss to WisDOT can be proven and can be
defensible in possible litigation. AGENT MUST CHOOSE: V.A, V.B, or V.C if necessary.

        Successful contractor(s) (shall) (may) [SELECT ONE] be required to furnish a performance bond in the amount
        of $_______ naming the WisDOT as beneficiary for the entire contract period. Performance bond must be
        submitted to WisDOT Purchasing Section by _____________________.

VII(A). FOB DESTINATION FREIGHT INCLUDED


Eliminate this section if no product is to be provided. AGENT MUST CHOOSE: VI.A, VI.B, or VI.C as appropriate.
        Products are to be delivered to our dock/door at                  . Contract prices must include all packing,
        transportation, insurance charges and installation/operation manuals.
WISCONSIN DEPARTMENT                                                                                        RFP #262120
OF TRANSPORTATION                                                                                           Page 34 of 57




VII(B). F.O.B. DESTINATION FREIGHT INCLUDED AND PRODUCT INSTALLED
Eliminate this section if no product is to be provided. AGENT MUST CHOOSE: VI.A, VI.B, or VI.C as appropriate.

        Products are to be INSTALLED at                       F.O.B. DESTINATION FREIGHT INCLUDED AND
        PRODUCT INSTALLED. Contractor cost must include all packing, transportation, insurance, set-up, instruction,
        and operation manual charges. Products are to be set in place in an area designated by WisDOT personnel; in
        operating condition (floor checked at site), and must be approved by WisDOT personnel. Contractor must
        remove all debris. Upon installation all operating instructions, operating and maintenance manuals, must be
        furnished to WisDOT personnel identified on the purchase order.

VII.(C) ON-SITE SERVICE
Eliminate this section if no service is to be provided. Modify as needed for on-site service. AGENT MUST CHOOSE: VI.A, VI.B, or
        VI.C as appropriate.

        In carrying out the scope of this Contract, the Contractor (may) (shall) [SELECT ONE] be required to perform                Formatted
        services on WisDOT property. Contractor’s cost must include all transportation and insurance charges.

        Contractor or Contractor’s authorized representative must be present to accept delivery of all equipment and
        material shipments that are part of the contract. It shall be the Contractor’s responsibility to assume all liability for
        any equipment or material delivered to the job site.

        Warranty: A one-year warranty for defective workmanship or replacement of defective materials on the project is
        required in addition to any warranties provided automatically by the manufacturers of the materials.

VIII.   USED EQUIPMENT
Delete this section if used equipment will not be procured. Some used equipment will not come with warranties, therefore
be careful what language is used in this condition.)

        Used, rebuilt or reconditioned equipment may be considered(.) provided full new instrument warranties are
        offered.
        (OR) - (OPTIONAL) [SELECT ONE
        provided standard warranty that is certified by manufacturer for continued maintenance is included.

        Any equipment proposed which is not new must include complete description of its age, condition, maintenance
        and repair history, availability of site inspection, etc. The equipment will be evaluated by these criteria prior to
        consideration for purchase.

IXVII. GSA PRICING
Eliminate this section if GSA Pricing is not relevant to the procurement.

        This contract may qualify for GSA Pricing. If contractor has a GSA contract covering any of the items specified,
        enclose a copy of that contract.

VIIIX. EVALUATION/TEST PERIOD
Delete this section if equipment will not be evaluated/tested for this procurement.

        An on-site test period of          (calendar) (work) [SELECT ONE] days is required for evaluation purposes.
        This is to be without expense or obligation to the WisDOT. If the WisDOT determines in good faith that the
        equipment fails to function as described in the Contractor's proposal response (performance level), the equipment
        may be rejected and the Contractor must remove the equipment at no cost to the WisDOT within days/hours.
WISCONSIN DEPARTMENT                                                                                         RFP #262120
OF TRANSPORTATION                                                                                            Page 35 of 57


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.

IXII.    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.

XIVXI. CERTIFICATION 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.

XVXII. 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.

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

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

XVIII. CONFIDENTIALITY
Remove this section if not relevant, e.g., no WisDOT data will be given to the contractor.

         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.
WISCONSIN DEPARTMENT                                                                                       RFP #262120
OF TRANSPORTATION                                                                                          Page 36 of 57


        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.

XVIX.   MINORITY BUSINESS SUBCONTRACTORS

        Language in the section can be modified or removed depending on the potential for MBE subcontractors
        or second-tier suppliers. Discuss with Minority Business Program Specialist, currently Aggo Akyea.

        Remove this section if bidding ‘only’ to state work centers.

        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.

        Contractor is strongly urged to use due diligence to further this policy by setting up subcontracts to state-certified
        Minority Business Enterprises (MBE) and/or by using such enterprises to provide goods and services incidental to
        this contract (second-tier suppliers), with a goal of awarding 5% of the contract cost to such enterprises. An MBE
        means a business certified, or certifiable, by the Wisconsin Department of Commerce under Statute 560.036(2).

        Contractor’s submitted WisDOT MBE Program Awareness, Compliance & Action Plan (included in their
        proposal) indicating their proposed utilization of state-certified minority businesses will be the basis for this effort
        during the contract term. Contact the State’s Minority Business Director for assistance in locating certified firms at
        (608) 267-7806 or the WisDOT Minority Business Program Specialist at 608-267-2886. A listing of State of
        Wisconsin certified minority businesses, as well as the services and commodities they provide, is on the State-
        certified MBE web site: http://www.doa.state.wi.us/deo/mbe/minority_search.asp

        Monthly or Quarterly [select one] reports (example follows), as agreed, are requested to be submitted to the
        Department of Transportation, Purchasing Unit, itemizing the deliveries and cost of items or services provided by
        certified firms. Reports should state the costs for the previous contract month or quarter [select one], as agreed.
         The department reserves the right to verify with listed firms their involvement as subcontractors or second-tier
        suppliers.
WISCONSIN DEPARTMENT                                                                                                         RFP #262120
OF TRANSPORTATION                                                                                                            Page 37 of 57


                                       MINORITY BUSINESS PARTICIPATION REPORT
                                                        Wisconsin Department of Transportation
                                                      DT1230    8/2006   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:                     #2             #3              #4
                                                                   #1

Project Name / Contract Title


Prime Vendor / Contractor Name                                             Federal Employer Identification Number – FEIN




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




If no business was awarded to Minority Business Enterprises (MBE) for this period, please describe the efforts made to
encourage minority business participation. If you have questions, please call the WisDOT Minority Business Program
Specialist, 608-267-2886.
_________________________________________________________________________________________________
_________________________________________________________________________________________________
_________________________________________________________________________________________________

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 #262120
OF TRANSPORTATION      Page 38 of 57
WISCONSIN DEPARTMENT                                                                        RFP #262120
OF TRANSPORTATION                                                                           Page 39 of 57




Other Special Terms & Conditions can be added here, if necessary, such as federal government regulations’
terms and conditions required for a federally-funded procurement.
WISCONSIN DEPARTMENT                                                                                                       RFP #262120
OF TRANSPORTATION                                                                                                          Page 40 of 57

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 which may result in rejection of their bid/proposal.

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

3.0    QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete,
       seconds, or which have been discontinued are unacceptable without prior written approval by 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 which are demonstrated to be industrywide. The conditions under which price
              increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

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

7.0    UNFAIR SALES ACT: Prices quoted to 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 #262120
OF TRANSPORTATION                                                                                                          Page 41 of 57

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 e ffect 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 con nection
       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" contractor,
              termination of the contract, or withholding of payment.

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

21.0   SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all
       safety requirements as set forth by the Wisconsin Administrative Code 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) which might occur in carrying out
              this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property
WISCONSIN DEPARTMENT                                                                                                       RFP #262120
OF TRANSPORTATION                                                                                                          Page 42 of 57

              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 Informa-
              tion form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal
              package. Bid/proposal prices cannot be held confidential.

28.0   DISCLOSURE:          If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any
       organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest,
       is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12)
       month period, this contract is voidable by the state unless 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 b y any
       persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this
       agreement.

33.0   FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this
       Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must
       possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transac ting
       business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign
       corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of
       Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 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 #262120
OF TRANSPORTATION                                                                                                           Page 43 of 57

       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 #262120
OF TRANSPORTATION                                                                                                         Page 44 of 57




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 document s 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.
WISCONSIN DEPARTMENT                                                                                                   RFP #262120
OF TRANSPORTATION                                                                                                      Page 45 of 57

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 #262120
OF TRANSPORTATION                                                                                                                  Page 46 of 57

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

1. Energy Conservation                                                                                                                                          Formatted
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
     assistance 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.
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 #262120
OF TRANSPORTATION                                                                                                                     Page 47 of 57

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. 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.
7. 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.
8. 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.
9. 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.
10. 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.
WISCONSIN DEPARTMENT                                                                                                               RFP #262120
OF TRANSPORTATION                                                                                                                  Page 48 of 57

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.
11. 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.
12. 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).
13. 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,
WISCONSIN DEPARTMENT                                                                                                                    RFP #262120
OF TRANSPORTATION                                                                                                                       Page 49 of 57

             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.
14. 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
     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.
15. 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 #262120
OF TRANSPORTATION                                                                                    Page 50 of 57



9.        DO NOT INCLUDE THE FOLLOWING APPENDICES IN THE RFP DOCUMENT

APPENDIX A

RFP CHECKLIST
INFORMATION and DOCUMENTS NEEDED FROM PROJECT MANAGER (REQUESTER)


1.Draft RFP (shell/boilerplate found on DOTNET at http://dotnet/bmspurchasing/rfp.html). Work with assigned Purchasing       Formatted: Bullets and Numbering
Agent when drafting document. Document must be sent electronically to Purchasing Agent to finalize. If award will
potentially exceed $25,000, Purchasing Agent will add RFP information to SBOP Procurement Plan, for approval by DOA.


2.Fill out Checklist for Outsourcing Service form (if appropriate) - obtained from Purchasing Agent. Purchasing Agent will   Formatted: Bullets and Numbering
take to BHRS for review and possible approval, and include appropriate union notification (if needed).


3.Cost benefit analysis must be completed by program/project manager for any service procurement with an estimated cost      Formatted: Bullets and Numbering
over $25,000. The analysis must be included as part of the outsourcing justification information given to DOA State
Bureau of Procurement and any union notification. Analysis forms are available through Purchasing Agent and when filled
out, returned to Purchasing Agent.


4.List of Evaluation Committee members: minimum of 3 (recommend 4-5) with at least one member from outside DOT               Formatted: Bullets and Numbering
and/or outside state government. Also, list Purchasing Agent trained in the RFP process who will manage the procurement
process.


5.RFP Evaluation form - specific for RFP (sample available from Purchasing). Purchasing Agent may set up this form.          Formatted: Bullets and Numbering



6.Estimated annual dollars and duration of contract (number of years is normally 1 year plus two 1-year renewal options).    Formatted: Bullets and Numbering



7.List of potential proposers (vendors).                                                                                     Formatted: Bullets and Numbering




Contact Purchasing Agent if any questions arise.
WISCONSIN DEPARTMENT                                                                                           RFP #262120
OF TRANSPORTATION                                                                                              Page 51 of 57




APPENDIX B - used by Purchasing Agent

SAMPLE MEMO TO EVALUATION COMMITTEE TRANSMITTING RFP RESPONSES




DATE:


TO:        Evaluator #___, _______(name)______________

FROM:      __________________(Name)
           WisDOT Purchasing Agent

SUBJECT: Request for Proposal (RFP) #



Attached are the Request for Proposal (RFP) responses. Please use the attached score sheets -- one (1) for each proposer. Please use
pencil and have it filled out prior to the evaluation meeting. You have been (or will be) assigned an evaluator number. That number is
your only identification on the evaluation score sheet – do not sign it.

You can mark or highlight throughout the proposal documents. Purchasing will keep the original copy (that will not have any marks) for
the bid file.

I must also caution you that evaluation committee members are:

  not allowed to discuss this RFP with any person outside of the evaluation committee. That means no conversations with any proposer     Formatted: Bullets and Numbering
contact, other constituents, legislators, other WisDOT employees or any representative of the media.
  to use professional judgment.
  to objectively apply evaluation criteria.
  to evaluate only proposal content.
  to treat all proposers consistently.
  to assess potential conflicts of interest.
  to award based on RFP criteria.
  to keep ‘working notes’ on separate paper from the score sheets. NOTE: Any comments written on the score sheets are OPEN
RECORD. Make sure they are comments for anyone to read.

Bring all proposals, score sheets, and working notes to the evaluation committee meeting, ______________________ at
__________________________.

If you have any questions, please call me at (608)               or e-mail ______________________________.
WISCONSIN DEPARTMENT                                                                                                RFP #262120
OF TRANSPORTATION                                                                                                   Page 52 of 57



APPENDIX C



Assurance of Compliance
with Ethical Guidelines and Procedures for Evaluation



To be completed by each evaluator when given proposals to evaluate. If a conflict of interest exists, it should be disclosed immediately to
the purchasing agent. Evaluator may (or may be asked to) withdraw from the committee. REVIEW, SIGN, AND RETURN to WisDOT
Purchasing, 4802 Sheboygan Avenue, Room 751, Madison, Attn: ___________, Purchasing Agent; fax #608-267-3609.



Request for Proposal # __________________________

I certify that I have no personal financial interest in any of the organizations or companies submitting proposals to this Evaluation
Committee. Further, I do not participate in the activities or administration of any of these organizations or companies that lead me to hold
a “substantial bias” in favor of or against any proposing organization or company. I have never represented any of these organizations
except as noted below (explain below). I am able to evaluate fairly and impartially all proposals given to me regardless of their authors;

and

I certify that I have informed the Evaluation Committee Advisor (Purchasing Agent or Purchasing Supervisor) of any other possible
conflict of interest, apparent or real;

and

I certify that I have completed the evaluations of all proposals with the evaluation instructions and ethical guidelines provided.

Comments:



Signed _______________________________________________________                    Date ________________________


or

I wish to disqualify myself from the Evaluation Committee because of a potential conflict of interest or the appearance of a conflict of
interest regarding:

____________________________________________________________________
(Name of Proposer)




Signed ______________________________________________________                     Date ________________________
WISCONSIN DEPARTMENT                                                                                                   RFP #262120
OF TRANSPORTATION                                                                                                      Page 53 of 57



APPENDIX D – OPTION #1
These are two ‘sample’ score sheets to be completed by evaluation team members. Customize to conform to each RFP. Other formats can be used--
decide with Purchasing Agent.

RFP #_____________
________(title)________Transit System Management Performance Review
Urban Transit Bus Systems
Evaluation Score Sheet


Proposer ______________________________________________

Evaluator ___________________             Date: _______________


POINTS SCALE
                                          40 point          60 point         75 point          100 point        125 point
                                          scale             scale            scale             scale            scale
                  Excellent               33-40             49-60            61-75             81-100           101-125
                  Very Good               25-32             37-48            46-60             61-80            76-100
                  Good                    17-24             25-36            31-45             41-60            51-75
                  Fair                    9-16              13-24            16-30             21-40            26-50
                  Poor                    1-8               1-12             1-15              1-20             1-25
                  Not Acceptable          0                 0                0                 0                0

A.          Proposer Information

            54.1 Organization Capabilities
            5.1.1 Development of customer data collection systems, includingExperience and capabilities providing similar services to
those required:
  your methodology for considering various analysis techniques, question/scaling formulation, and data collection techniques such that          Formatted: Bullets and Numbering
likelihood that meeting overall project requirements and goals is maximizedExperience on projects for large urbanized area transit
systems. Identification of projects, dates and results.
  your methodology for design, development, testing data collection instruments
  your methodology for implementation of phone surveys including tracking of hang-ups, non-responses, callbacks, etc.
  your criteria for selecting statistical analyses including their benefits and drawbacks
  your philosophy on displaying data so that the message conveyed is as clear and actionable as possible; Include samples of tables,
charts, and/or graphs
  your approach for developing and making recommendations/alternatives for future action
  your approach for developing and presenting reports to diverse audiences at various levels of the organization

                   MAXIMUM POSSIBLE POINTS = 175                          Written Proposal Score                                                ____

            Interview Score ____
                    COMMENTS:



Insert more space in your final document between each of the items scored to leave room for the evaluators to write comments.
WISCONSIN DEPARTMENT                                                                                                RFP #262120
OF TRANSPORTATION                                                                                                   Page 54 of 57

            5.14.2               Ability to discuss the pros and cons of various analysis techniques (e.g., Factor Analysis, Cluster Analysis,
Regression, Conjoint, etc.), weigh alternatives, and recommend those that will yield the type of information necessary to meet the goals of
the project.Staff Qualifications

Identify key staff your company will assign to fulfill the contract requirements. Include detailed information about the person who would
serve as the project leader. Provide resumes describing the educational and work experiences for only those staff members who 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.

Describe, in detail, the subcontractors (if any) that you would use and the specific services they would perform.


                   MAXIMUM POSSIBLE POINTS = 715                         Written Proposal Score                                                  ____

            Interview Score ____
                    COMMENTS:




                   5.1.3         Experience with governmental entities—especially state agencies. Discuss your understanding of
customer satisfaction with the services provided by a governmental entity as compared with customer satisfaction with the services
provided in the private sector.5.6.1     Performance indicators and evaluation methodology

Identify the performance indicators and other evaluation methods/procedures to be used when measuring both service effectiveness and
operating efficiency (the minimum six indicators are listed in item 4.1.1). Identify the methodology that will be used to select the peer
group.


                   MAXIMUM POSSIBLE POINTS = 2530                        Written Proposal Score                                                  ____

            Interview Score ____
                    COMMENTS:




5.25.6.2      Staff qualificationsWork plan and timetable
              Overall workplan for meeting project needs Create and describe your proposed schedule for completing the work; show and
describe the sequence of tasks and sub-tasks, the timing of those tasks, and the resources assigned to the various tasks within each stage of
the projectIdentify key staff your company will assign to fulfill the contract requirements. Include detailed information about the person
who would serve as the project leader. Provide resumes describing the educational and work experiences for only those staff members
who 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.

            Describe, in detail, the subcontractors (if any) that you would use and the specific services they would perform.

                   MAXIMUM POSSIBLE POINTS = 12530                       Written Proposal Score                                                  ____

            Interview Score ____
                    COMMENTS:
WISCONSIN DEPARTMENT                                                                                               RFP #262120
OF TRANSPORTATION                                                                                                  Page 55 of 57

B. Proposal Solutions for Contract Requirements
6.1         Overall workplan for meeting project needs Create and describe your proposed schedule for completing the work; show and
describe the sequence of tasks and sub-tasks, the timing of those tasks, and the resources assigned to the various tasks within each stage of
the project

           MAXIMUM POSSIBLE POINTS = 120                                Written Proposal Score                                                  ____

               Interview Score           ____
           COMMENTS:




6.2         Analysis methodology Describe any potential pros or cons with the existing approach. Describe any additional or alternative
analyses that you’d propose and explain their potential benefits.

                   MAXIMUM POSSIBLE POINTS = 120                        Written Proposal Score                                                  ____

           Interview Score ____
                   COMMENTS:




6.3       Question Development Approach In Stage 1, DOT will provide a list of draft questions for the section to be added to the
survey. Describe your methodology and criteria for considering those questions and potentially revising their wording, scaling, or
sequence.

           MAXIMUM POSSIBLE POINTS = 40                                 Written Proposal Score                                                  ____

           Interview Score ____
                   COMMENTS:




6.4          Testing Approach Describe how you would test the additional section of the survey before implementation. Include sample
selection, testing method, and time required to complete testing and make any revisions.

           MAXIMUM POSSIBLE POINTS = 60                                 Written Proposal Score                                                  ____

           Interview Score ____
                   COMMENTS:




6.5          Data Collection Approach Explain your proposed plan/schedule for conducting the survey (total calendar time---in hours,
days, etc.; actual work hours, the number of staff that would be assigned to collect the data; the hours of the day, evening, etc., during
which the data would be collected; and how you handle and/or track no-answers, hang-ups, callbacks, number of attempts, etc.

           MAXIMUM POSSIBLE POINTS = 110                                Written Proposal Score                                                  ____

           Interview Score ____
                   COMMENTS:
WISCONSIN DEPARTMENT   RFP #262120
OF TRANSPORTATION      Page 56 of 57
WISCONSIN DEPARTMENT                                                                                                            RFP #262120
OF TRANSPORTATION                                                                                                               Page 57 of 57

APPENDIX D – OPTION #2
RFP Evaluation Scorecard
Before giving to reviewers the Procurement Team Leader should enter each evaluation criteria to be scored in first column and indicate the priority level under the “multiplier” column. The evaluation
criteria with the highest priority will have the highest multiplier, e.g., “x 10” and the lowest priority criteria will have the lowest multiplier, e.g., “x 1”. Multiply the multiplier by “5” to obtain the
highest number of points for each criteria (since “5” is the highest score).

Reviewers must check one score (0-5) for each criteria. Multiplying the marked score by the multiplier will result in the total points awarded for that criterion

NAME OF PROPOSER:                                                  Score                 Score          Score     Score          Score          Score                       Points          Maximum
                                                                   Unsatisfactory        Satisfactory   Good      Very Good      Excellent      Outstanding    Multiplier   Awarded         Points
RFP TITLE:                                                         0 pts                                                                                                    (mark score     Available
                                                                                         1 pt           2 pts     3 pts          4 pts          5 pts                       from (0-5 and   (5 x
NAME OF REVIEWER:                                                                                                                                                           multiply by     multiplier)
                                                                                                                                                                            multiplier)
EVALUATION CRITERIA LISTING
EXAMPLE - 1                                                                                                                                     XX             (x 5)        25              25
EXAMPLE - 2                                                                                                       XX                                           (x 2))       6               10
EXAMPLE - 3                                                                                             XX                                                     (x 1)        2               5
1.                                                                                                                                                             (x __)
2.                                                                                                                                                             (x __)
3.                                                                                                                                                             (x __)
4.                                                                                                                                                             (x __)
5.                                                                                                                                                             (x __)
6.                                                                                                                                                             (x __)
7.                                                                                                                                                             (x __)
8.                                                                                                                                                             (x __)
9.                                                                                                                                                             (x __)
10.                                                                                                                                                            (x __)
Comments on individual score selections or general comments during review of response:

								
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