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Fdic Sample Standard Term Purchase Orders

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					State of Wisconsin
Wis. Statutes s.16.75
DOA-3261 N(R01/98)

PROPOSALS MUST BE SEALED AND ADDRESSED TO:                                                                   Remove from proposal list for this commodity/service. (Return this page only.)
AGENCY: DEPARTMENT OF ADMINISTRATION                                                                       Proposal envelope must be sealed and plainly marked in lower corner with due date and Request
ADDRESS: BUREAU OF PROCUREMENT                                                                             for Proposal # 27737-SP. Late proposals will be rejected. Proposals MUST be date and time stamped by
                 101 East Wilson Street, 6th Floor                                                         the soliciting purchasing office on or before the date and time that the proposal is due. Proposals dated
                                                                                                           and time stamped in another office will be rejected. Receipt of a proposal by the mail system does not
                 PO Box 7867                                                                               constitute receipt of a proposal by the purchasing office. Any proposal which is inadvertently opened as a
                 Madison, WI 53707-7867                                                                    result of not being properly and clearly marked is subject to rejection. Proposals must be submitted
                                                                                                           separately, i.e., not included with sample packages or other proposals. Proposal openings are public
                                                                                                           unless otherwise specified. Records will be available for public inspection after issuance of the notice of
                                                                     THIS IS NOT                           intent to award or the award of the contract. Proposer should contact person named below for an
                                                                     AN ORDER                              appointment to view the proposal record. Proposals shall be firm for acceptance for sixty (60) days from
                                                                                                           date of proposal opening, unless otherwise noted. The attached terms and conditions apply to any
                                                                                                           subsequent award.
             REQUEST FOR PROPOSAL
    PROPOSER (Name and Address)                                                                            Proposals MUST be in this office no later than                                      Public Opening       
                                                                                                           03/31/2005 2:00 CENTRAL TIME                                                        No Public Opening    


                                                                                                           Name (Contact for further information)
                                                                                                           Susanne Petro

                                                                                                           Phone                                                                 Date
                                                                                                           608-266-1725                                                                 01/31/2005

                                                                                                           Quote Price and Delivery FOB
                                                                                                           DESTINATION




                                                                                                       Description



Electronic Payment Card Services
Revised as of 3/28/05




Payment Terms                                                                                              Delivery Time

     We claim minority preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Proposer must be certified by the
      Wisconsin Department of Commerce. If you have questions concerning the certification process, contact the Wisconsin Department of Commerce, 5th Floor, 201 W. Washington Ave., Madison, Wisconsin
      53702, (608) 267-9550.
 _____________________________________________________________________________________________________________________________________________________________________________
     We are a work center qualified under Wis. Stats. s. 16.752. Questions concerning the qualification process should be addressed to the W ork Center Program, State Bureau of Procurement, 6th Floor, 101 E.
      Wilson St., Madison, Wisconsin 53702, (608) 266-2605.
 _____________________________________________________________________________________________________________________________________________________________________________
Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our proposal were
manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States.
       Yes                No             Unknown
 _____________________________________________________________________________________________________________________________________________________________________________
In signing this proposal we also certify that we have not, either directly or indirectly, entered into any agreement or parti cipated in any collusion or otherwise taken any action in restraint of free competition; that no
attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been i ndependently arrived at without collusion with any other proposer, competitor or
potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury.
We will comply with all terms, conditions and specifications required by the state in this Request for Proposal and all terms of our proposal.
  Name of Authorized Company Representative (Type or Print)                           Title                                                                 Phone      (            )

                                                                                                                                                            Fax        (            )

  Signature of Above                                                                  Date                                 Federal Employer Identification No.             Social Security No. if Sole
                                                                                                                                                                           Proprietor (Voluntary)


This form can be made available in accessible formats upon request to qualified individuals with disabilities.
State of Wisconsin                                                                                                                                    Date: 07/21/10
Dept. of Administration                                  Request for Proposal No. 27737-SP                                                              Page 2 of 48
Table of contents
1.0      GENERAL INFORMATION ............................................................................................................................................. 4
  1.1       INTRODUCTION AND BACKGROUND.................................................................................................................................... 4
  1.2       DEFINITIONS ....................................................................................................................................................................... 4
  1.3       SCOPE OF THE PROJECT ...................................................................................................................................................... 6
  1.4       RETENTION OF RIGHTS ....................................................................................................................................................... 7
  1.5       PROCURING AND CONTRACTING AGENCY ........................................................................................................................... 7
  1.6       REASONABLE ACCOMMODATIONS ...................................................................................................................................... 8
  1.7       VENDOR CONFERENCE ....................................................................................................................................................... 8
  1.8       CALENDAR OF EVENTS........................................................................................................................................................ 8
  1.9       CONTRACT TERM AND FUNDING ......................................................................................................................................... 8
  1.10      VENDORNET REGISTRATION ............................................................................................................................................... 8
2.0      PREPARING AND SUBMITTING A PROPOSAL ......................................................................................................... 9
  2.1       GENERAL INSTRUCTIONS .................................................................................................................................................... 9
  2.2       INCURRING COSTS .............................................................................................................................................................. 9
  2.3       SUBMITTING THE PROPOSAL ............................................................................................................................................... 9
  2.4       PROPOSAL ORGANIZATION AND FORMAT ........................................................................................................................... 9
  2.5       ORAL PRESENTATIONS AND SITE VISITS ............................................................................................................................ 10
  2.6       DEMONSTRATIONS ........................................................................................................................................................... 10
  2.7       WITHDRAWAL OF PROPOSALS ........................................................................................................................................... 11
3.0      PROPOSAL SELECTION AND AWARD PROCESS .................................................................................................. 11
  3.1       PROPOSAL OPENING ......................................................................................................................................................... 11
  3.2       PRELIMINARY EVALUATION ............................................................................................................................................. 11
  3.3       PROPOSAL SCORING ......................................................................................................................................................... 11
  3.4       EVALUATION CRITERIA .................................................................................................................................................... 11
  3.5       METHOD OF AWARD/BEST AND FINAL OFFER .................................................................................................................. 12
  3.6       NOTIFICATION OF INTENT TO AWARD ............................................................................................................................... 12
  3.7       RIGHT TO REJECT PROPOSALS AND NEGOTIATE CONTRACT TERMS................................................................................. 12
  3.8       APPEALS PROCESS ............................................................................................................................................................ 12
4.0      GENERAL REQUIREMENTS ........................................................................................................................................ 12
  4.1       FINANCIAL STABILITY....................................................................................................................................................... 13
  4.2       ORGANIZATION EXPERIENCE/STAFF QUALIFICATIONS ...................................................................................................... 13
  4.3       MANAGEMENT PLAN ........................................................................................................................................................ 13
  4.4       PROPOSER REFERENCES ................................................................................................................................................... 13
5.0      TECHNICAL REQUIREMENTS.................................................................................................................................... 13
  5.1 MANDATORY REQUIREMENTS ............................................................................................................................................ 13
  5.2  IMPLEMENTATION............................................................................................................................................................. 14
  5.3  ACCEPTANCE TESTING ..................................................................................................................................................... 15
  5.4  ENROLLMENT ................................................................................................................................................................... 15
  5.5  CARD DESIGN/ORDERING TIMELINE ................................................................................................................................. 16
  5.6  PAYMENT LOAD ............................................................................................................................................................... 16
  5.7  NEW/REPLACEMENT CARD ORDERS................................................................................................................................. 16
  5.8  TRAINING ......................................................................................................................................................................... 17
  5.9  ACCOUNT MAINTENANCE................................................................................................................................................. 18
  5.10 DEMOGRAPHIC CHANGE UPDATES ................................................................................................................................... 18
  5.11 CANCELLED CARDS .......................................................................................................................................................... 18
  5.12 EXPIRED CARDS ............................................................................................................................................................... 19
  5.13 SECURITY ......................................................................................................................................................................... 19
  5.14 FRAUD CONTROLS ............................................................................................................................................................ 19
  5.15 CUSTOMER SUPPORT SERVICES ........................................................................................................................................ 20
  5.16 CARDHOLDER STATEMENTS ............................................................................................................................................. 20
  5.17 CUSTOMER ACCESS TO INFORMATION .............................................................................................................................. 20
  5.18 ATM ACCESS ................................................................................................................................................................... 22
State of Wisconsin                                                                                                                      Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                                                                     Page 3 of 48
  5.19 BANK TELLER ACCESS ..................................................................................................................................................... 22
  5.20 POINT OF SALE ACCESS .................................................................................................................................................... 22
  5.21 DAILY RECONCILIATION REPORTS .................................................................................................................................... 23
  5.22 MONTHLY ACTIVITY REPORTS ......................................................................................................................................... 23
  5.23 EXPANSION TO OTHER STATE PROGRAM APPLICATIONS .................................................................................................. 24
  5.24 SYSTEM, CARD OR ACCOUNT ENHANCEMENTS ................................................................................................................ 24
6.0       COST PROPOSAL............................................................................................................................................................ 25
   6.1        CARDHOLDER FEES .......................................................................................................................................................... 25
7.0       SPECIAL CONTRACT TERMS AND CONDITIONS – MANDATORY .................................................................. 26
   7.1        AMENDMENT .................................................................................................................................................................... 26
   7.2        AUDIT ............................................................................................................................................................................... 26
   7.3        AUDIT LIABILITIES ............................................................................................................................................................ 26
   7.4        CHANGE ORDERS ............................................................................................................................................................. 26
   7.5        CHANGE IN OWNERSHIP/FINANCIAL CONDITION............................................................................................................... 26
   7.6        CONFIDENTIALITY ............................................................................................................................................................ 27
   7.7        CONSENT TO BREACH NOT WAIVER ................................................................................................................................ 27
   7.9        COOPERATION DURING TRANSITION................................................................................................................................. 27
   7.10       DOCUMENT PRODUCTION – ELECTRONIC ......................................................................................................................... 27
   7.11       EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT .......................................................................................... 27
   7.12       FORCE MAJEURE .............................................................................................................................................................. 28
   7.13       INDEMNIFICATION............................................................................................................................................................. 28
   7.14       INSPECTION OF WORK PERFORMED ................................................................................................................................. 28
   7.15       LEGAL RELATIONS............................................................................................................................................................ 28
   7.16       LIQUIDATED DAMAGES .................................................................................................................................................... 29
   7.17       MANAGEMENT BRIEFINGS ................................................................................................................................................ 29
   7.18       MINORITY BUSINESS SUBCONTRACTORS .......................................................................................................................... 29
   7.19       PERSONNEL CHANGES ...................................................................................................................................................... 29
   7.20       PRIME CONTRACTOR RESPONSIBILITY .............................................................................................................................. 29
   7.21       PROGRESS REPORTS ......................................................................................................................................................... 30
   7.22       RESPONSIBILITIES UPON TERMINATION ............................................................................................................................ 30
   7.23       SETTLEMENT OF DISPUTES ............................................................................................................................................... 30
   7.24       SEVERABILITY .................................................................................................................................................................. 30
   7.25       SITE RULES AND REGULATIONS ........................................................................................................................................ 31
   7.26       TERMINATION................................................................................................................................................................... 31
   7.27       WARRANTY ...................................................................................................................................................................... 32
8.0       STANDARD TERMS AND CONDITIONS .................................................................................................................... 33

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION ................................................................ 38

PROPOSER INFORMATION ..................................................................................................................................................... 41

PROPOSER REFERENCES ........................................................................................................................................................ 42

DEBARMENT FORM .................................................................................................................................................................. 43

LOBBYING FORM ...................................................................................................................................................................... 45
   DISCLOSURE OF LOBBYING ACTIVITIES FORM ............................................................................................................... 46
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                           Page 4 of 48
1.0     GENERAL INFORMATION
        1.1      Introduction and Background

                 The purpose of this document is to provide proposers who are financial institutions or affiliated with a
                 financial institution information to enable them to prepare and submit a proposal for providing Electronic
                 Payment Card (EPC) services to the State of Wisconsin, also referred to as the state. The state, as
                 represented by the Department of Administration, also referred to as the Department, intends to use the
                 results of this solicitation to award a contract for EPC services.
                 In order to reduce costs, state agencies are turning to Electronic Fund Transfer (EFT). EFT is any
                 transfer of funds that is initiated through an electronic terminal, telephone, computer, or magnetic tape
                 for the purpose of ordering, instructing, or authorizing a financial institution to debit or credit an account.
                 Direct deposit is a primary example and preferred low cost way to disburse funds.

                 One issue that has prevented government agencies from delivering more benefit payments electronically
                 is that authorizing direct deposit to a consumer’s bank account remains a voluntary choice. Many
                 consumers simply do not get around to authorizing direct deposit. Another issue is the number of
                 consumers without bank accounts often referred to as unbanked consumers. According to the 2001
                 Survey of Consumer Finances, 9 percent of families do not have any type of bank account and 12.7
                 percent do not have a checking account.

                 To overcome these issues, the banking community has recently developed a new product, an association
                 and network branded card with no credit history qualification requirement. The VISA Prepaid Card and
                 Prepaid MasterCard Card are two examples of this product. These Electronic Payment Cards operate on
                 existing commercial automated teller machines and point-of-sale networks which offer worldwide access
                 to cash and the purchase of goods or services. Some cards are backed by a consumer’s bank account
                 while others are not. Several states have used this product to deliver child support payments; others are
                 in the process of using it for other cash benefits, such as unemployment insurance.

                 Using EPC to disburse cash benefits to consumers provides an option to writing checks. In addition, it
                 may lead to a future direct deposit transaction for the same unbanked consumer should they develop a
                 banking relationship from using the EPC. In addition, consumers with bank accounts may choose direct
                 deposit when offered the EPC alternative.

        1.2      Definitions
                 The following definitions apply to this RFP.
                 “Account” means a record of the amount of funds available to a cardholder which is held in a consumer-
                 owned asset account in a financial institution established to receive automatic deposits of payments made
                 by the State of Wisconsin for each cardholder, and accessible by the cardholder through the use of the
                 EPC issued and serviced by the financial institution.

                 “ACH” means automated clearing house.

                 “Affiliate” means with respect to the state, any person or entity that directly or indirectly controls, is
                 controlled by, or is under common control with the state, and with respect to the financial institution, any
                 person or entity that directly or indirectly controls, is controlled by, or is under common control with the
                 financial institution, as of the date hereof or hereafter.

                 “ATM” means automated teller machine.

                 “AVR/IVR” means automated voice response/interactive voice response system.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 5 of 48

                 “Business Day” means any day (other than a Saturday, Sunday or a Federal Holiday) on which national
                 financial institutions are permitted to be open.

                 “Cardholder” means a person who receives an EPC.

                 “Card” means an electronic payment card (EPC) product which operates from an account in a financial
                 institution established to receive automatic deposits of payments made by the State of Wisconsin with an
                 individual account set up for each participating recipient and which bears either the Visa or MasterCard
                 service marks.

                 “Contractor” means the proposer awarded the contract.

                 “DOA” means Department of Administration.

                 “EPC” means electronic payment card.

                 “EFT” means electronic funds transfer.

                 “FDIC” means Federal Deposit Insurance Corporation.

                 “FSLIC” means Federal Savings and Loan Insurance Corporation.

                 “MasterCard” means the trademark.

                 “NACHA” means National Automated Clearing House Association.

                 “NCUSIF” means National Credit Union Share Insurance Fund.

                 “Payee” means state payee that receives checks, EFT or EPC services across all program applications.

                 “PPD” means Prearranged Payment and Deposit.

                 “POS” means point of sale terminal.

                 “Program Administrator” means the identified state staff person responsible for the specific programs
                 such as child support, unemployment insurance or other state EPC program areas.

                 “Proposer” means the financial institution, or a company affiliated with a Financial Institution,
                 submitting a proposal.

                 “Quality Points” means the points available to responders by meeting the requirements in Sections 4.0
                 General Requirements and 5.0 Technical Requirements or received as a result scoring references, oral
                 presentations, onsite visits, or any other requirements or standards scored by the evaluation committee of
                 this RFP.

                 “Regulation E” means Title 12, Chapter II, Federal Reserve System, Part 205, Electronic Funds Transfers
                 (Regulation E) of the Code of Federal Regulations [12CFR205.1].

                 “RFP” means Request for Proposal.

                 “State” means State of Wisconsin.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration                Request for Proposal No. 27737-SP                        Page 6 of 48
                 “Unbanked Consumers” means consumers who currently do not have a bank account.

                 “Visa” means the trademark.

        1.3      Scope of the Project

                 1.3.1      Project description

                 The state is interested in working with a financial institution to use electronic banking services for the
                 disbursement of child support, unemployment insurance, and other state programs via an EPC which is
                 VISA or MasterCard branded. The state intends to pilot the EPC first with a limited number of child
                 support recipients and analyze the results and perform a cost benefit analysis of the pilot before
                 expanding the service to the remaining child support recipients and other state programs. The length of
                 the pilot period may range from 60 to 120 days. If the state determines that the pilot is successful, the
                 awarded proposer will continue with the remaining contract period. If the pilot is unsuccessful, the state
                 will retain at its option the ability to go to the next vendor. The proposer must be FDIC, FSLIC, or
                 NCUSIF insured, affiliated with the VISA or MasterCard system, and EFT-capable using NACHA
                 standards.
                 This Request for Proposal provides necessary information for proposers to propose a bid for the scope of
                 work outlined in Section 1.3, Scope of the Project and Section 2, Preparing and Submitting a Proposal.

                 The state is implementing a method for recipients to receive their payments via EPC instead of a paper
                 check. Recipients will have the option to request direct deposit of their payments in a financial
                 institution of their own choosing. In addition, the recipients will have the option of receiving an EPC for
                 payment delivery. By offering these two options, the state wishes to encourage electronic payment
                 delivery and reduce the number of payments delivered via paper check.
                 During fiscal year 2003, the state issued the following check and ACH payments:

                  Program                          # Checks         #ACH     # Payments Total      $ Payments Total

                  Child Support                    5,031,315      656,194           5,687,509            $1.0 billion

                  Unemployment Insurance           6,009,986        1,760           6,011,746            $1.2 billion

                  All other State programs         4,007,852    3,689,227           7,697,079           $24.2 billion

                    Total                         15,049,153    4,347,181         19,396,334            $26.4 billion


                 In addition, the state has reviewed data from fiscal year 2004 for the Child Support and Unemployment
                 Insurance Programs and provides the following estimate of the potential cardholders for the EPC. The
                 figures below are an estimate and are not a guarantee of future contract usage.


                  Program                            Potential Cardholders      Potential Annual Deposit
                  Child Support                                30,000                  $110 million
                  Unemployment Insurance*                      40,000                  $116 million

                 * The Unemployment Insurance Program is currently expanding the direct deposit payment option and is
                 also redesigning its claim and payment systems. There is no guarantee that the Unemployment Insurance
State of Wisconsin                                                                                Date: 07/21/10
Dept. of Administration                Request for Proposal No. 27737-SP                            Page 7 of 48
                 Program will implement electronic payment cards. If the Unemployment Insurance Program chooses to
                 implement the EPC, it would not do so until calendar year 2006 at the earliest.

                 Cardholder service is an important and integral aspect of the delivery of the child support and
                 unemployment insurance benefits. The state works with many partners to ensure the highest level of
                 service to our recipients. The state continues to look for innovative ways to improve the quality of its
                 programs and services. The goal of this proposal is to provide faster, more efficient, and cost effective
                 access to program funds and to provide an unparalleled level of cardholder service.

                 1.3.2    Objectives
                 The objective of this procurement is to reduce the number of checks being written for benefits and other
                 types of payments made by the state and convert those payments to lower cost electronic delivery. The
                 preferred low cost payment delivery is direct deposit. However, to reach unbanked consumers we wish
                 to offer the EPC payment option, which may eventually lead to a future direct deposit transaction once
                 the unbanked consumers become banked. In addition, the services shall be at no cost to the state and will
                 have minimal affect on the recipient of the payment so that the fees recipients have to pay are minimal,
                 but still maintain high quality service.
        1.4      Retention of Rights
                 The state retains the right to accept or reject any or all proposals if it is deemed to be in the best interests
                 of the state.
                 All proposals become the property of the state upon receipt. All rights, title and interest (including the
                 right to exploit for the state’s purposes) in all materials and ideas prepared by the proposer for the
                 proposal to the state shall be the exclusive property of the state and may be used by the state at its option.
                 Any State of Wisconsin agency may utilize the contractor’s services. However, the contractor shall not
                 have exclusive rights to provide all services and supplies during the term of the contract or any extension
                 of the contract.

        1.5      Procuring and contracting agency
                 This Request for Proposal (RFP) is issued by the Department of Administration, Bureau of Procurement,
                 which is the sole point of contact for the state during the selection process. The person responsible for
                 managing the procurement process is Susanne Petro.
                 The Department of Administration will administer the contract resulting from this RFP.
                 Any questions concerning this RFP must be submitted in writing on or before February 16, 2005 to:
                 Susanne Petro
                 State Bureau of Procurement
                 101 East Wilson Street, 6th Floor
                 PO Box 7867
                 Madison, WI 53707-7867
                 (608) 266-1725
                 FAX (608) 267-0600
                 email: susanne.petro@doa.state.wi.us
                 Proposers are expected to raise any questions, exceptions, or additions they have concerning the RFP
                 document by February 16, 2005. If a proposer discovers any significant ambiguity, error, conflict,
                 discrepancy, omission, or other deficiency in this RFP, the proposer should immediately notify the above
                 named individual of such error, and request modification or clarification of the RFP.
                 In the event that it becomes necessary to provide additional clarifying data or information, or to revise
                 any part of this RFP, revisions/amendments and/or supplements will be provided to all recipients of this
                 initial RFP or will be posted on the VendorNet website.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 8 of 48
                 Any contact with state employees concerning this RFP are prohibited, except as authorized by the RFP
                 manager during the period from date of release of the RFP, until the notice of intent to award is issued.
                 Each proposal shall stipulate that it is predicated upon the requirements, terms, and conditions of this
                 RFP, and any supplements or revisions thereof.

        1.6      Reasonable accommodations
                 The state 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 proposal opening/vendor conference, contact Susanne Petro. See section 1.5 for
                 contact information.

        1.7      Vendor Conference
                 A vendor conference will be held on February 25, 2005 at the State of Wisconsin Administration
                 Building, 101 E. Wilson Street, Madison, WI 53702 in Room 4B, at 9:30 a.m., CT, to respond to written
                 questions and to provide any needed additional instruction to vendors on the submission of proposals.
                 All vendors who intend to respond to the RFP are encouraged to attend the vendor conference. Please
                 respond to Susanne Petro if you plan on attending the vendor conference. If no substantive questions are
                 received, or there is low interest in the conference, the state reserves the right to cancel the vendor
                 conference.

        1.8      Calendar of events
                 Listed below are specific and planned dates and times, of actions related to this RFP. The actions with
                 specific dates must be completed as indicated unless otherwise changed by the state. In the event that the
                 state finds it necessary to change any of the specific dates and times in the calendar of events listed
                 below, it will do so by issuing a supplement to this RFP. There may or may not be a formal notification
                 issued for changes in the estimated dates and times.
                 DATE                                              EVENT
                 01/31/2005                                        Date of issue of the RFP
                 02/16/2005                                        Last day for submitting written questions
                 02/25/2005                                        Vendor Conference
                 03/31/2005                                        Proposals due from proposers
                 05/02/2005 (est.)                                 Notification of intent to award sent to proposers
                 07/01/2005 (est)                                  Contract start date

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

        1.10     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.
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                           Page 9 of 48
2.0     PREPARING AND SUBMITTING A PROPOSAL
        Failure to follow the procedures in this section may result in a proposal being disqualified. Proposals must be
        clearly legible, typewritten, and submitted on the forms provided with this RFP. If additional space is required,
        proposers may attach additional sheets clearly labeled with the proposal number and company name.

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

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

        2.3      Submitting the proposal
                 Proposers must submit an ORIGINAL AND SIX COPIES of all materials required for acceptance of their
                 proposal by the deadline shown on the Request For Proposal form to:
                  (Original RFP must be clearly marked)
                 Susanne Petro
                 State Bureau of Procurement
                 101 East Wilson Street, 6th Floor
                 PO Box 7867
                 Madison, WI 53707-7867
                 (608) 266-1725
                 email: susanne.petro@doa.state.wi.us
                 Proposals must be received by the RFP manager in the above office. All proposals must be time
                 stamped in by the Procurement Office prior to the stated opening time. Proposals not so stamped
                 will be considered late. Late proposals will not be accepted. Receipt of a proposal by the state mail
                 system does not constitute receipt of a proposal by the Procurement Office. Proposals must be at the
                 Procurement Office by the time and date specified in this RFP package. No faxed proposals will be
                 accepted.
                 All proposals must be packaged, sealed in one container, and show the following information on the
                 outside of the package.
                 - Proposer's Name and Address
                 - RFP Title: Electronic Payment Card Services
                 - RFP Number: 27737-SP
                 - RFP Due Date: March 31, 2005 at 2:00 Central Time
                 The original Cost Proposal must be sealed and submitted as a separate part of the proposal. The outside
                 of the envelope must be clearly labeled with the words “Cost Proposal, RFP 27737-SP” and name of the
                 vendor and due date. The cost proposal is due to the addressee on the due date and time noted above.
                 When responding to this request for proposal via the U.S. Mail, use P.O. Box 7867 vs. the street address
                 for faster delivery. Proposers are encouraged to submit their proposals as far in advance of the proposal
                 opening date and time as possible due to an occasional delay in the mail system.

        2.4      Proposal Organization and Format
                 Proposals must be typewritten and submitted on 8½ by 11-inch paper and bound securely. Required
                 forms may be typed or legibly hand-printed.
                 The company name must appear on each page of the proposal.
State of Wisconsin                                                                                   Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                               Page 10 of 48
                 An original and six copies (seven sets total) of each proposal are required.
                 Proposal responses must be organized, and labeled using the numbering system assigned in the RFP.
                 Proposals must be organized with the following headings and subheadings. Each heading should be
                 separated by tabs or otherwise clearly marked. Each response to a requirement within a heading must be
                 labeled using the assigned number for the requirement. Each requirement must be responded to
                 independently and in its entirety. Responders should not assume that information provided under one
                 section or area of the RFP will be counted in another applicable areas unless it is restated.
                 Include all items in the original set.
                     Tab     Item                                                                         RFP Section
                      A      Cover letter/Introduction                                                     (optional)
                             Request For Proposal Form                                                     Cover
                             Designation of confidential and proprietary information (optional)             9.0
                             References                                                                     11.0
                      B      Proposer data sheet                                                            10.0
                             Debarment Certification                                                        12.0
                             Lobbying Form OR Disclosure of Lobbying Activities Form                        13.0
                     (See    Cost Proposal (Separate Sealed Envelope)                                       6.0
                    above)
                      C      Answers to all items in Section 4                                              4.0
                      D      Answers to all items in Section 5                                              5.0
                      E      Answers to all items in Section 7                                              7.0
                      F      Proposal-furnished materials, e.g., appendices, exhibits, attachments


                 Proposers responding to this RFP must comply with the format requirements described in this RFP.
                 Failure to comply may result in rejection of the proposal or otherwise negatively affect scoring.
                 No mention of the cost proposal may be made in the response to the technical requirements of this
                 RFP.
        2.5      Oral presentations and site visits
                 Top scoring proposers based on an evaluation of the written proposal may be required to participate in
                 interviews and/or site visits to support and clarify their proposals, if requested by the state. The state will
                 make every reasonable attempt to schedule each presentation at a time and location that is agreeable to
                 the proposer. Failure of a proposer to interview or permit a site visit on the date scheduled may result in
                 rejection of the proposer's proposal.

        2.6      Demonstrations
                 The top-scoring proposer(s) may be required to install and demonstrate its product(s) and/or service(s) at
                 a state site. Product(s) being demonstrated must be delivered to the state site upon two (2) weeks notice
                 by the state to the proposer(s) and must be installed and ready for the demonstration within one (1) week
                 of delivery. The state will furnish detailed specifications concerning the demonstration site and the
                 particular test it will use to exercise the proposer's product(s) and/or service(s).
                 Failure of a proposer to furnish the product(s) and/or service(s) it has proposed for demonstration within
                 the time constraints of the proceeding paragraph may result in rejection of that proposal. Failure of any
                 product(s) and/or service(s) to meet the state's specified requirements during the demonstration may
                 result in rejection of the proposer's proposal. The successful demonstration of the proposer's product(s)
                 and/or service(s) does not constitute acceptance by the state.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                         Page 11 of 48
        2.7      Withdrawal of proposals
                 Proposals shall be irrevocable until contract award unless the proposal is withdrawn. Proposers may
                 withdraw a proposal in writing at any time up to the proposal closing date. To accomplish this, the
                 written request must be signed by an authorized representative of the proposer and submitted to the RFP
                 Procurement Manager. If a previously submitted proposal is withdrawn before the proposal due date and
                 time, the proposer may submit another proposal at any time up to the proposal closing date and time.

3.0     PROPOSAL SELECTION AND AWARD PROCESS
        3.1      Proposal Opening
                 Proposals will be opened at the time and place shown on the RFP form. The number of responses, the
                 names of proposers, or prices from responses that have been received will not be read at this time.

        3.2      Preliminary Evaluation
                 The proposals will first be reviewed to determine if they contain the required forms and if submittal
                 requirements are met. Failure to submit specified forms and follow submittal requirements may result in
                 the proposal being rejected. In the event that all proposers do not meet one or more of the specified
                 requirements, the state reserves the right to continue the evaluation of the proposals and to select the
                 proposal that most closely meets the requirements specified in this RFP.

        3.3      Proposal Scoring
                 In order to ensure quality, the state will be completing a multi-phase evaluation process.
                 Phase One: An evaluation committee will review proposals and score them against the stated criteria.
                 The evaluation committee’s scoring, comprised of Sections 4.0 General Requirements and 5.0 Technical
                 Requirements, defined as Quality points of the RFP, will be tabulated. Any proposal that does not receive
                 a minimum of 1,050 of the available 1,500 quality points in this phase (exclusive of the 500 proposal cost
                 points) will be disqualified.
                 Phase Two: Proposals that meet the minimum 1,050 quality points, shall be awarded cost points based on
                 a pre-established methodology. Proposals from certified Minority Business Enterprises may be awarded
                 up to a five percent (5%) preference in this phase. At the evaluation committee’s discretion, final scores
                 and a contract award may determined at this phase. Final scores, consisting of the quality points and Cost
                 proposal points, will then be tabulated and proposals ranked based on the numerical scores received.
                 Phase Three: At its option, the committee may choose any combination of the following: request oral
                 presentations, demonstrations, or conduct an on-site visit with selected proposers from Phase Two. If the
                 committee elects this option, it will use the results in scoring the quality portion of the proposals. Final
                 quality points earned in Phases Two and Three and the proposal cost points will be tabulated and the
                 proposals ranked based on the numerical score received. The committee is not required to include all
                 Phase Two proposals in this phase



        3.4      Evaluation Criteria
                 The proposals will be scored by each evaluator using the following points available for each section.
                 Related RFP sections are noted only as a guide to respondents. The state will consider the complete RFP
                 response in scoring.
                 Section         Description                                                        Points
                 4.0             General Requirements                                               215
                 5.0             Technical Requirements                                             1,285
                 6.0             Cost Proposal                                                      500
                                 Total                                                              2,000
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 12 of 48
        3.5      Method of Award/Best and Final Offer
                 The award will be granted in one of two ways. An award may be granted to the highest scoring response
                 (Quality and Cost points combined) and responsible proposer as the primary contractor. Alternatively,
                 the highest scoring proposer or proposers may be requested to submit best and final offers. If best and
                 final offers are requested, they will be evaluated against the stated criteria, scored, and ranked. The
                 award will then be granted to the highest scoring proposer as determined by the total Quality and Cost
                 points.
                 However, a proposer should not expect that the state will request a best and final offer.

        3.6      Notification of Intent to Award
                 All proposer(s) who respond to this RFP will be notified in writing of the state’s award of the contract as
                 a result of this RFP.
                 After notification of the intent to award is made, and under the supervision of state staff, copies of
                 proposals will be available for public inspection from 8:30 a.m. to 3:30 p.m. at 101 E. Wilson
                 Street, Madison, Wisconsin. Proposers should schedule reviews with Susanne Petro.

        3.7      Right To Reject Proposals and Negotiate Contract Terms
                 The state reserves the right to reject any and all proposals and to negotiate the terms of the contract,
                 including the award amount, with the selected proposer prior to entering into a contract. If substantial
                 progress is not made in contract negotiations within 60 days after the letter of intent with the awarded
                 proposer, the state may choose to cancel the first award and commence negotiations with the next highest
                 scoring respondent. The state may negotiate any additional standard terms and conditions after the intent
                 to award.

        3.8      Appeals Process
                 The appeals procedure applies only to those requests for proposals that are $25,000 or greater. Notices
                 of intent to protest and protests must be made in writing. Protesters should make their protests as
                 specific as possible and should identify statutes and Wisconsin Administrative Code provisions that are
                 alleged to have been violated.
                 The written notice of intent to protest the intent to award a contract must be filed with:
                                 Bureau Director
                                 State Bureau of Procurement
                                 Department of Administration
                                 101 East Wilson Street, 6th Floor
                                 Madison, WI 53707-7867

                 This notice of intent to protest must be received in her office no later than five (5) working days after the
                 notices of intent to award are issued.
                 The written protest must be received in her office no later than ten (10) working days after the notices of
                 intent to award are issued.
                 The decision of the head of the procuring agency may be appealed to the Secretary of the Department of
                 Administration within five (5) working days of issuance, provided the appeal alleges a violation of a
                 statute or a provision of the Wisconsin Administrative Code.


4.0     GENERAL REQUIREMENTS
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                          Page 13 of 48
        4.1      Financial Stability
                 Provide your current Thompson BankWatch (or other recognized rating service) rating. In addition,
                 provide a copy of the most recent audited financial statements, including those of any bank holding
                 companies or parents and those of any significant sub contractor being proposed.

        4.2      Organization Experience/Staff Qualifications
                 Describe experience and capabilities in providing electronic banking services for the disbursement of
                 child support, unemployment insurance, and other state programs via an EPC.
                 Provide descriptions of the educational and work experiences for each of the key staff who would be
                 assigned to the contract. Resumes may be attached to your proposal as appendices.

        4.3      Management Plan
                 Describe the organization and management plan for the conduct of all work proposed for the contract.
                 Organizational charts must be presented showing the structure of the organization to support the contract.
                 Include both the corporate organization and proposed contract organizational structure including their
                 roles and responsibilities to support the contract.
                 At a minimum, the Management Plan must include project management procedures, accounting
                 procedures, change control procedures which include regular reporting of system change statuses, and
                 procedures for monitoring of deliverables.

        4.4      Proposer References
                 Proposers must include in their proposal, using Section 11.0, a list of all clients/buyers/organizations
                 with whom the proposer has done business similar to that required by this solicitation within the last five
                 years. For each client/buyer/organization, the proposer must include the name, title, address, email
                 address, and telephone number of a contact person along with a brief description of the project or
                 assignment that was the basis for the business relationship. The state will determine which, if any,
                 references to contact to assess the quality of work performed and personnel assigned to the project. The
                 results of any references will be provided to the evaluation committee and used in scoring the proposal.



5.0     TECHNICAL REQUIREMENTS

        5.1      Mandatory Requirements

        The following requirements are mandatory. Failure to meet any of these requirements may result in
        rejection of the proposal. The proposer must use the following sentence to indicate compliance:

                                  We understand this requirement and will comply.


                 5.1.1    The proposer shall not charge the state for any of the services offered.

                 5.1.2    The proposer shall not charge the cardholder or the state for the initial card issuance, or the
                          issuance of one replacement card to each cardholder within the normal replacement cycle.

                 5.1.3    The proposer shall not charge the cardholder or the state for unlimited use in the following
                          activities: POS signature debit transactions, POS PIN-based debit transactions, POS cash
                          back transactions, IVR calls, and web-based account access. In addition, the proposer shall
                          provide a minimum of five free ATM balance inquiries, and five free ATM declines per
                          cardholder per month.
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                         Page 14 of 48

                 5.1.4    No data, information or distribution lists related to this contract may be sold or otherwise
                          distributed by the proposer to a third party, including to any divisions owned by or affiliated with
                          the proposer.

                 5.1.5    No information other than routine billing and statements shall be sent to cardholders without the
                          prior written approval of the contract administrator.

                 5.1.6    The card shall be a branded VISA or MasterCard, shall operate via the VISA or MasterCard
                          network, shall be accepted by any participating merchant, and the card will allow for PIN-based
                          and signature-based purchases.

                 5.1.7    The card must operate as a debit card, a stored value card, or another access-type card and have
                          no line of credit associated with it.

                 5.1.8    All cards issued must require cardholder activation upon receipt (not be mailed “live”).

                 5.1.9    The state may initiate reversals for any credit entries made in error to the account per NACHA
                          regulations.

                 5.1.10 The cardholder will not be able to obtain checks or negotiate checks against the card or
                        underlying account.

                 5.1.11 The proposer must not deny any customer referred by the state for participation in the EPC
                        program.

                 5.1.12 The contractor will allow for withdrawals to be made at the financial institution’s teller window
                        at no cost to the cardholder or the state.

                 5.1.13 The contractor shall comply with 12 CFR 205 – Electronic Funds Transfers – Regulation E.
                        In addition, the contractor shall provide a ―zero liability‖ policy. This policy will relieve
                        the cardholder from any liability for unauthorized online or offline charges. The state shall
                        not be liable for any unauthorized transactions.

                 5.1.14 The proposer must be FDIC, FSLIC, or NCUSIF insured, affiliated with the VISA or MasterCard
                        system, and EFT-capable using NACHA standards.

                 5.1.15 Each account balance will be FDIC insured.


        5.2      Implementation
                 The contractor will work closely with the state to conduct a test and/or pilot of the EPC program. During
                 the test and pilot phases the contractor will provide customer service including, but not limited to:
                 - Educational materials and resources
                 - Follow-up customer satisfaction surveys
                 - Banking institution protocols.

                 The contractor will make revisions to the customer service provided based on test and pilot results.
                 Provide a detailed description of your proposed implementation plan, including responses to the
                 following requirements:

                 5.2.1    Describe implementation tasks (roles & responsibilities) for statewide coordinators, agency
                          program administrators, IT staff, cardholders, supervisors, management etc.
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                          Page 15 of 48

                 5.2.2    Explain how many staff resources proposer will assign to this implementation including the roles
                          and responsibilities for each.

                 5.2.3    The state intends to begin the pilot program in July 1, 2005. Provide a detailed timeline for
                          meeting this deadline and the requirements of this RFP, including testing of electronic tools,
                          systems, creating training manuals, helping write policies and procedures, etc., through
                          completed implementation.

                 5.2.4    Identify factors to be used to determine whether the pilot is successful.

                 5.2.5    Provide a sample implementation plan used to create a program of similar size and scope.

        5.3      Acceptance Testing
                 5.3.1    Describe the system and equipment testing and validation methodology. Include the scope of the
                          testing to be done including the various configurations that will be tested.

                 5.3.2    The proposer agrees that the proposed system and each subsequent enhancement or addition must
                          be validated by the state prior to being accepted for implementation.

                 5.3.3    Specify the responsibilities of all parties including the test data requirements that the state must
                          supply for successfully conducting the acceptance tests.


        5.4      Enrollment
                 The state requires a batch oriented enrollment so that the contractor can receive daily batch enrollment
                 files from the state, and edit the data, establish the accounts, and issue the cards. The contractor will
                 return a daily acknowledgement file to the state confirming the accounts that were successfully created
                 and ready to accept deposits, or provide error information from any accounts that could not be created.
                 The state will transfer enrollment information that will be negotiated with the vendor. The state will
                 determine the eligibility criteria, and refer customers electronically to the contractor to establish an EPC
                 account. The contractor will be responsible for producing and mailing the cards to customers once the
                 enrollment data is received and accepted.

                 5.4.1    The proposer agrees to provide a secure on-line web-based enrollment process as well as a secure
                          batch-oriented enrollment process to accept new information on a daily basis.

                 5.4.2    Describe the ability of the proposer to process enrollment directly using a cardholders eligibility
                          file provided by the state.

                 5.4.3    The proposer agrees that the state will determine eligibility and refer customers electronically to
                          the contractor to establish an EPC account.

                 5.4.4    The proposer agrees to return a daily acknowledgement file to the state confirming the accounts
                          that were successfully created and ready to accept deposits or providing error information for any
                          accounts that could not be created due to problems with the enrollment data.

                 5.4.5    Identify the timeframe for returning the acknowledgement file after receipt of the enrollment file.

                 5.4.6    Describe the measures in place to ensure the accuracy and security of the enrollment process.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                        Page 16 of 48
        5.5      Card Design/Ordering Timeline
                 The state requires a magnetic card that is fully compliant with all federal laws and regulations meeting
                 industry standards for quality. It must be similar in design and technology to other bank-issued ATM
                 cards.
                 5.5.1 The proposer agrees to allow the state has final approval for card design.

                 5.5.2    The proposer agrees to allow the state to provide a name for the card.

                 5.5.3    Provide a picture and a thorough description of the suggested standard card design(s).

                 5.5.4    Define exactly how many lines and characters per line are allowed for customizing each of the
                          card types.

                 5.5.5    Identify timeframes for ordering and proofing initial batch of standard cards.

                 5.5.6    Describe the ability to provide custom design cards.


        5.6      Payment Load
                 The proposer will provide for receiving payment transactions and loading card accounts in accordance
                 with the NACHA-approved PPD and CCD+ formats. To accommodate multiple agencies within the
                 State, loads will be provided in a separate ACH Batch for each agency. The contents of the COMPANY
                 ENTRY DESCRIPTION field and/or the COMPANY IDENTIFICATION FIELD within the ACH Batch
                 Header Record will be used to differentiate the agencies.


                 5.6.1    The State may utilize the CCD+ format for some EPC applications and the PPD format for other
                          EPC applications. The proposer shall describe their ability to load individual payments to the
                          EPC using each of these ACH formats. In addition, the proposer should describe any alternative
                          formats or methods that they offer for the payment load.

                 5.6.2    The state would like the funds availability for cardholders to match as closely as possible the
                          funds availability for state payees receiving standard ACH credit payments. Describe the timing
                          of the receipt of the load file vs. when the funds are available to the cardholder. Include in the
                          description any difference between the availability of funds paid through the EPC vs. standard
                          ACH credits.

                 5.6.3    In the event of a transmission failure between the contractor and ACH, describe the notification
                          process to the state

                 5.6.4    The state will require the contractor to provide electronic acknowledgement of the number of
                          loads and amounts received to confirm successful transmissions and meet financial controls
                          requirements. Describe how this acknowledgment will be provided including the timeframe after
                          receipt of the payment file and the method for providing the acknowledgement.

                 5.6.5    Describe the measures in place to ensure the accuracy and security of the payment load process.


        5.7      New/Replacement Card Orders
                 The contractor will be responsible for card production and issuance of both initial and replacement cards.

                 5.7.1    Identify the normal method and timeframe for delivery of new cards.
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                         Page 17 of 48
                 5.7.2    Identify the turnaround time for rush new cards (identify associated rush costs, if any, in the Cost
                          Proposal)

                 5.7.3    Include samples of new card reports the program administrator will receive (or can view/generate
                          on-line).

                 5.7.4    Identify the timeframe for notifying the state when a card is returned by the United States Postal
                          Service as undeliverable. The contractor will be responsible for providing any forwarding
                          address to the state.

                 5.7.5    Describe card activation processes, including cardholder identification and security measures.

                 5.7.6    Describe the process for providing multiple cards on an account for family members of the
                          person named on the account.

                 5.7.7    Describe the process by which replacement cards are requested.

                 5.7.8    Include samples of replacement card reports the program administrator will receive (or can view
                          / generate on-line).

                 5.7.9    Identify the turnaround time for rush / emergency replacement cards. Identify associated rush /
                          emergency costs, if any, in the Cost Proposal


        5.8      Training
                 The contractor will be responsible for implementation, including development and mailing of materials
                 and informational items to potential customers.

                 5.8.1    Describe the instructional materials, cardholder agreement, and/or welcoming brochure that will
                          be sent to the cardholders. Materials sent to the cardholders must be written, in both English and
                          Spanish, at a reading level no higher than the 7th grade. Include samples of training materials or
                          provide URLs that may be available to state agencies.

                 5.8.2    Describe the marketing/public relations plan for targeting potential cardholders.

                 5.8.3    Describe past experience in developing and distributing cardholder guides, program
                          administrator guides and contract administrator guides. Include samples or provide URLs.

                 5.8.4    Describe other service offers to improve the card program and educate its program administrators
                          and cardholders.

                 5.8.5    Describe initial and on-going training programs for cardholders, program administrators and
                          local staff who will assist payees in the enrollment processes, in the use of the EPC Card, and in
                          accessing services provided by the state.

                 5.8.6    Describe past experience in developing contract-specific training materials in hard copy and
                          electronic format. Include samples of training materials or provide URLs that may be available
                          to state agencies.

                 5.8.7    The proposer agrees that the state will have final approval of all instructional materials provided
                          with the card.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                        Page 18 of 48
        5.9      Account Maintenance

                 5.9.1    The proposer shall not charge an additional fee for small dollar non-ATM transactions (i.e.
                          transaction amounts below a minimum dollar threshold.

                 5.9.2    The proposer agrees that there will be no minimum balance requirements for the cardholder
                          accounts.

                 5.9.3    The proposer agrees that unless authorized by the state, the cardholder may not make deposits or
                          add value to the card.

                 5.9.4    Define what is an 'infrequently used' card. Describe proposer’s policy with regards to renewing
                          and keeping infrequently used cards active.

                 5.9.5    Identify the timeframe and process used to contact the cardholder if there are no transactions
                          against the card’s balance after activation.

                 5.9.6    Identify the timeframe for notifying the state within the negotiated time frame when a card is
                          inactive, and considered unclaimed funds.

                 5.9.7    The proposer agrees to ensure that each cardholder’s account remains available for load until the
                          state advises that it no longer intends to make loads to the that cardholder account, or when the
                          cardholder cancels the card.

        5.10     Demographic Change Updates

                 The state requires that these demographic changes be communicated via batch file interface. The state
                 and contractor will provide an electronic acknowledgement to be returned after a file is received and
                 processed.

                 5.10.1 Describe the process that cardholders will use to request a change of address upon identity
                        verification.

                 5.10.2 Describe the methods of receiving and updating demographic changes (address, telephone
                        number, etc.) and transferring the information between the contractor and the state.

                 5.10.3 Identify the timeframe to notify the state when a change of address has been requested by the
                        cardholder.

        5.11     Cancelled Cards

                 5.11.1 Describe card cancellation procedures. Include samples of any hardcopy forms and on-line print-
                        screens to be used to cancel a card.

                 5.11.2 The contractor agrees to daily notify the state electronically of any card cancellations.

                 5.11.3 Describe the measures in place to ensure the accuracy and security of the cancellation process,
                        both for manual and on-line cancellations.

                 5.11.4 Include samples of reports reflecting cancelled cards the program administrator will receive or
                        can view / generate on-line. Identify timeline for hard-copy report receipt.
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                           Page 19 of 48
                 5.11.5 List the timelines when remittance transactions can no longer be processed against a cancelled
                        account and canceled accounts stop appearing on program administrator reports.

                 5.11.6 Describe what happens if a charge is posted to a cancelled card.



        5.12     Expired Cards

                 5.12.1 Describe replacement procedures for expired cards, and the normal replacement cycle.

                 5.12.2 Provide a sample of materials that will be sent to the cardholders regarding replacement.

                 5.12.3 Describe the measures in place to ensure the accuracy and security of the replacement card
                        process.

                 5.12.4 Identify normal timeframes for delivery of renewed cards.

                 5.12.5 Include samples of replacement card reports (hardcopy and on-line) the program administrator
                        will receive and identify the timeline for receipt.

                 5.12.6 Describe what happens if a charge is posted to an expired card.

        5.13     Security
                 Describe the product or system that will be used for identity management. Include the identity
                 management characteristics of the proposed system including but not limited to password
                 management, levels of authentication, and account information changes.
                 5.13.1 Describe the process used to verify the identity of any person seeking to change account
                        information.

                 5.13.2 Describe verification process for other communications such as mailings or on-line access.

                 5.13.3 Describe the security features to activate the card and change the PIN number.

                 5.13.4 Describe the security features to prevent counterfeiting of the card.

                 5.13.5 Describe what security measures are in place at the servicing location to ensure the security of
                        cardholder data, and the security of telephone, fax, and e-mail communications.

                 5.13.6 Describe the type and level of security required for cardholder web-based access.

                 5.13.7 Describe the type and level of security required for state agency access.

                 5.13.8 Provide an outline of your disaster recovery plan. The disaster recovery plan should demonstrate
                        that in the event of a disaster the cardholder’s inconvenience would be minimal such that
                        payment loads to participant accounts will not be delayed more than 24 hours.

                 5.13.9 Describe any additional support or services proposer would provide.

        5.14     Fraud Controls
                 5.14.1 The proposer agrees to allow cardholders 60 days to report unauthorized withdrawals from their
                        card.
State of Wisconsin                                                                          Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                       Page 20 of 48

                 5.14.2 Describe methods of monitoring account transactions to identify any unusual spending patterns
                        or frequencies, attempted purchases at excluded merchants, or purchases made on dates and
                        times that are outside of normal cardholder spending patterns.

                 5.14.3 Describe procedures for contacting the cardholder when fraudulent card usage is suspected and
                        the steps used by proposer when a new card needs to be issued.

                 5.14.4 Describe procedures for contacting the program administrator when fraudulent card usage is
                        suspected.

                 5.14.5 Provide statistics on fraud associated with proposer’s card programs.

                 5.14.6 Describe process to notify program administrators when the issue has been resolved.

        5.15     Customer Support Services

                 5.15.1 Describe channels of external communication (e.g., e-mail, web portals, phone, etc.)

                 5.15.2 Describe the process and timeline used to notify cardholders in advance of changes in policy that
                        will affect them and/or their account.

                 5.15.3 Describe the process used to notify the state in advance of changes affecting cardholders.

                 5.15.4 Describe servicing standards and how proposer assesses speed of answer, abandon rate and call
                        quality.

                 5.15.5 Describe any additional support or services proposer would offer the state’s cardholders.


        5.16     Cardholder Statements

                 5.16.1 Describe when and how the cardholder statements are distributed (via US Mail, Email, file
                        download, and/or on-line) and by whom.

                 5.16.2 Describe the information that appears on each statement.

                 5.16.3 Provide a sample paper copy and screen print, if applicable, of the various statement types.

                 5.16.4 Identify the timeframe for notification of the state of monthly statements returned undeliverable
                        by the United States Postal Service. The contractor will be responsible for providing any
                        forwarding addresses to the state.
        5.17     Customer Access to Information
                 State agencies provide a variety of customer services specific to the program applications. The Bureau of
                 Child Support currently provides the customer service to child support payees. This includes a 24/7
                 Interactive Voice Response Unit and an internet site, allowing customers to access payment dates,
                 amounts and balances, and other child support information. The bureau provides toll free telephone
                 access to child support customer service representatives Monday through Friday, 7:30 a.m. to 6:00 p.m.
                 (local Wisconsin time) except state holidays.

                 5.17.1 The state requires the proposer to provide a secure website for cardholders to inquire about new
                        payments, available balances, and recent account history. The website must meet Section 508
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                         Page 21 of 48
                          accessibility standards. Describe proposer’s abilities and plan for such a website, including but
                          not limited to the following:
                          a. On-line service options such as permitting payee to obtain on-line statements.
                          b. Option for PIN change.
                          c. Proposed web technologies such as CSS (cascading style sheets) and a formalized grammar
                              such as HTML 4.01 or XHTML.
                          d. Languages offered.
                          e. Description of no more than four similar sites implemented by proposer, including purpose,
                              customer, customer base, dates, and traffic volumes.
                          f. Description of the functions that are not present on the website, but that are part of the
                              proposed system, and how they will be managed.
                          g. The URL for an existing web site implemented by proposer that will serve as a baseline for
                              the proposed web site. Include necessary access codes for the state’s evaluators to fully
                              review this site.
                          h. Proposed site activity and availability reports that will be provided.


                 5.17.2 The state requires the proposer to provide an AVR/IVR unit with 24x7 access to account
                        information at no charge to the cardholder, and access to cardholder service representatives to
                        assist cardholders with the use of the card, to provide account information, or any other
                        information to the EPC program. The AVR/IVR system must meet Section 508 accessibility
                        standards. Describe the proposer’s abilities and plan for this service, including but not limited to
                        the following:
                        a. Capacity and answer speed.
                        b. Menu structure.
                        c. Down time messages.
                        d. Live transfer-out hours.
                        e. Languages offered
                        f. TTY or other available services for telephone communication with the deaf and hard of
                            hearing.
                        g. Description of no more than four similar AVR/IVR units implemented by proposer,
                            including purpose, customer, customer base, dates, and traffic volumes.
                        h. The phone number an existing AVR/IVR implemented by proposer that will serve as a
                            baseline for the proposed unit. Include necessary access codes and hours of operation for the
                            state’s evaluators to fully review this unit.
                        i. Proposed unit activity and availability reports that will be provided.

                 5.17.3 The IVR and web site each must be available and functioning as proposed 99.5% of the time
                        during a calendar month However, outages caused by any of the following reasons shall be
                        excluded for purposes of determining the system availability:
                         Periods of scheduled or emergency maintenance activities or a scheduled outage;
                         Denial of service attacks, natural disasters, changes resulting from government, political, or
                            other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience,
                            acts of ware, acts against parties (including carriers and the contractor’s other vendors), and
                            other force majeur events;
                         Lack of availability or untimely response by the state to incidents that require the state’s
                            participation for problem source identification and/or resolution.

                 5.17.4 The proposer agrees that the state has final approval of the website and AVR/IVR customer
                        service scripts.
                 5.17.5 Describe the routine scheduled outage windows for both the proposed Web and IVR
                        applications. Include outage reports for both systems for a recent twelve month period.
State of Wisconsin                                                                           Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                        Page 22 of 48
        5.18     ATM Access
                 The card must perform through an operating ATM network and allow for nationwide and international
                 ATM access and the withdrawal of cash through a normal ATM transaction.

                 5.18.1 The proposer shall allow for a minimum of five (5) ATM withdrawals per month per cardholder
                        from the ATM network at no cost to the cardholder or the state (List all ATM withdrawal fees on
                        the Cost Proposal).

                 5.18.2 Provide the number of ATM locations by zip code at which cardholders will be able to
                        conduct surcharge-free transactions. Provide this information in an electronic Microsoft
                        Excel file format with number of ATM(s) in one column and their zip code in an adjacent
                        column.

                 5.18.3 Describe the extent of surcharge-free access available to the cardholders (List all ATM
                        withdrawal fees on the Cost Proposal).

                 5.18.4 Identify ATM withdrawal limits, including maximum withdrawal amounts, increments of
                        withdrawal amounts, and frequency of withdrawals.


        5.19     Bank Teller Access
                 5.19.1 Identify the number of bank branch locations in the State of Wisconsin by zip code. Provide this
                        information in an electronic Microsoft Excel file format with number branch locations in one
                        column and their zip code in an adjacent column.

                 5.19.2 Provide hours of operation and holiday schedule for bank teller service.

                 5.19.3 Describe the ability of bank tellers from other financial institutions to accept EPC card for cash
                        withdrawals.

                 5.19.4 Describe any public awareness that may be needed for financial institutions that may be
                        unfamiliar with EPC.


        5.20     Point of Sale Access
                 The card will be used by the cardholders to purchase goods and services anywhere the brand
                 (Visa/MasterCard) is accepted, including the internet, mail order, and telephone order.

                 5.20.1 The contractor agrees that the POS operating network will query the cardholder’s available
                        balance at the time of any PIN-based POS transaction and disallow those that would exceed the
                        cardholder’s balance.

                 5.20.2 Identify the approximate number of domestic and international locations where the card can be
                        used.

                 5.20.3 Describe the ability for a cardholder to receive cash back with a POS transaction based on either
                        the store limit or the cash-back withdrawal limit specified in the proposal.

                 5.20.4 Proposer agrees that merchants must not be able to identify POS transactions as initiated by the
                        EPC.
State of Wisconsin                                                                           Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                        Page 23 of 48
        5.21     Daily Reconciliation Reports
                 The contractor is responsible for performing reconciliation procedure necessary to operate the card
                 program.

                 5.21.1 Describe the reconciliation process. The reconciliation must address the following concerns:
                         Individual reconciliation reports must contain a list of payment files received by program
                           including the number of payments contained on the file and the total dollar amount.
                         All exceptions (rejected or unprocessed loads) must be identified and listed individually.

                 5.21.2 Include samples of reconciliation reports the program administrator will receive (or can
                        view/generate on-line).

        5.22     Monthly Activity Reports

                 5.22.1 Identify what formats are available for the downloading of reports. Transaction information
                        should be available in multiple formats including, but not limited to, MS Excel, MS Word,
                        Crystal Reports, CSV, tab delimited, dbf, and standard text (ASCII) formats.
                 5.22.2 Identify how soon reports are available for downloading after the end of the month.


                 5.22.3 If requested, specify if proposer can make available hard copies of reports. If so, identify at what
                        frequency and to how many recipients hard copy reports would be made available.


                 5.22.4 The following information is desired for the monthly reports:
                              Type                 Frequency     Description
                          1   Financial Activity   Monthly       A summary of the total number of loads and
                                                                 amounts.
                          2   Financial Activity   Monthly       A summary of the total number of ATM
                                                                 withdrawals and amount.
                          3   Financial Activity   Monthly       A summary of the total number and dollar amount of
                                                                 PIN based transactions, signature based transactions
                                                                 and POS with cash-back combination transactions.
                          4   Financial Activity   Monthly       Aggregate account balance.

                          5   Cardholder           Monthly       A summary of activated, active, inactive, and closed
                              account activity                   accounts and escheated accounts and amounts.

                          6   Card issuance        Monthly       A summary of cards issued
                              activity                           A summary of replacement cards issued at no cost
                                                                 A summary of replacement cards issued for a fee
                                                                 A summary of cards activated
                                                                 A summary of cards not activated
                                                                 A summary of cards cancelled
                                                                 A summary of cards to be cancelled due to illegal or
                                                                 suspicious use

                          7   POS activity by      Monthly       A summary of the top market segments broken
                              retail category                    down by type, number of purchase transactions and
                                                                 the percentage of the total monthly sales for each
                                                                 ranked from highest to lowest.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                         Page 24 of 48
                              Type                 Frequency      Description

                          8   Cardholder service Monthly          A summary of the live calls accepted, answered,
                              activity                            abandoned, abandoned < 15 seconds. Average
                                                                  speed of answer, and average talk time per call. A
                                                                  break down by time of day ( i.e. 6am- 12pm, 2 pm -
                                                                  6 pm, 6pm -12 am, 2am - 6 am) may be required.
                          9   Cardholder service Monthly          A summary of the IVR calls accepted and the total
                              activity                            talk time for accepted calls.


        5.23     Expansion to Other State Program Applications
                 The State envisions that multiple agencies within the State and local governments may choose to utilize
                 the product to deliver payments electronically. It is possible that some cardholders may receive payments
                 from multiple agencies and that these different agencies may not identify the cardholder using the same
                 unique identifier.

                 Additional State agencies and local governments may add programs that disburse funds, and each such
                 additional program will receive services consistent with the terms of the contracts entered into between
                 the State and the Contractor. Programs added pursuant to this section may result in additional
                 cardholders, or the deposit of increased funds by the State and local governments, or both. The addition
                 of these cardholders, and any increased deposits, will be included in any computations made to determine
                 the aggregate number of cardholders or deposited funds that may, under the terms of the contracts arising
                 out of this RFP, have the effect of reducing the costs, or enhancing the level of benefits or services,
                 provided by the Contractor to cardholders and the State.
                 5.23.1 Describe the ability to disburse funds from different programs onto the same card.

                 5.23.2 Describe past experience disbursing funds from different programs to cardholders in multiple
                        programs.


        5.24     System, Card or Account Enhancements

                 5.24.1 Describe any other system, card or account enhancements or additional services, and associated
                        costs and benefits. For example: third party payments, secondary cards and accounts, automatic
                        bill payments, account to account transfers (from the card account to a savings account) or the
                        ability for the cardholder to make deposits or add value to the card. Any charges for additional
                        services will be specified in the pricing schedule.

                 5.24.2 Provide a Marketing/Public Relations Plan for evaluation and consideration that outlines the
                        materials and a plan for the state to expand usage of the card to other state or local government
                        programs and agencies.

                 5.24.3 The proposer agrees that the state will have final approval of all materials. This includes any
                        proposed materials that identify benefits of the card, especially those that might differentiate the
                        proposed card as a unique product from other cards available in the market place.
State of Wisconsin                                                                            Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                         Page 25 of 48
6.0     COST PROPOSAL – Revised as of 3/23/05
         The proposer may only propose those costs listed in Section 6.1 – Cardholder Fees. The contractor may not
        charge any fees during the contract term that are not listed in the cost proposal, unless they are agreed to by the
        state through a contract amendment.
        6.1       Cardholder Fees
        The cost proposal should be submitted with the original written proposal only. Points for this section shall be
        awarded based on a combination of the number of free transactions, and the per transaction fee. Using the
        following schedule format, create a list of the cost of each item in Microsoft Word.


                          CARDHOLDER NO FEE TRANSACTIONS PER SECTION 5.1.1

         Description                                                                                     Fee
         Issue initial card                                                                               $0
         First time replacement card issuance in normal replacement cycle                                 $0
         POS Signature debit                                                                              $0
         POS PIN-based debit                                                                              $0
         POS Cash back                                                                                    $0
         IVR Call                                                                                         $0
         Unlimited Web-Based Account Access                                                               $0

                                        CARDHOLDER FEES

         Description                                                                   No.
                                                                                   Free/Month            Fee
         ATM Withdrawal Service Charge
         Teller Window Withdrawals
         Live Representative Call
         ATM Balance Inquiries                                                     5
         ATM Declines                                                              5
         Additional replacement cards issued in normal replacement cycle           n/a
         Emergency replacement card issuance within two business days              n/a
         Paper Monthly Statement                                                   n/a
         Paper Statement Replacement                                               n/a
         Additional card on cardholder’s account                                   n/a
         Account Overdraft                                                         n/a
         Monthly Inactivity                                                        n/a
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                           Page 26 of 48
7.0     SPECIAL CONTRACT TERMS AND CONDITIONS – Mandatory
Proposals must indicate agreement to comply with these requirements. Deviations and/or exceptions may result in
rejection of the proposal.

        7.1      Amendment
                 Unless specifically prohibited by the solicitation document which was the basis for the contract, the
                 contract may be amended, in writing, by mutual consent of the parties with the same degree of formality
                 evidenced in the contract.

        7.2      Audit
                 The state reserves the right to audit contractor performance. The contractor agrees to cooperate with the
                 state, and/or federal auditors.
                 The contractor will be required to validate policies and procedures placed in operation by the service
                 provider and provide the results of those yearly tests conducted to determine operating effectiveness.

                 The proposer agrees to conduct and provide a Service Organization Report (SAS No. 70 Type II)
                 annually to the state. The report will be a “Report on Controls Placed in Operation and Test of Operating
                 Effectiveness” in accordance with AICPA Professional Standards, AU Section 324.

        7.3      Audit Liabilities
                 In addition to and not in any way in limitation of the obligation of the contract, it is understood and
                 agreed by the contractor that the contractor shall be held liable for any state or federal audit exceptions in
                 which acts or omissions of the contractor are cited and administratively adjudicated, the contractor shall
                 return to the state all payments made under the contract to which exception has been taken and proven or
                 which have been disallowed because of such an exception.
                 Nothing contained herein shall limit the state's obligation to promptly pursue with the appropriate federal
                 agencies the expeditious clarification, resolution and disposition of federal audit exceptions which state
                 and the contractor agree are erroneous or inappropriate.

        7.4      Change Orders
                 The state or the contractor may at any time, with reasonable and specific written notice, request changes
                 in the level of the work or in the timeframes of the contract. Within thirty (30) days of a written request
                 the contractor must develop a proposal outlining the change order deliverables to be provided, and
                 associated timeframes and the cost. The decision by the state whether to accept or reject the proposed
                 change including the proposed rate is final. No work related to the change order is to be done until the
                 state approves the contractor’s proposed change order in writing.

        7.5      Change in Ownership/Financial Condition
                 If a contractor experiences a change in ownership or a substantial change in its financial condition during
                 the period prior to the award of a contract pursuant to the RFP, or if the contractor experiences a change
                 in ownership or a substantial change in its financial condition during the term of the contract or any
                 extension thereof, the state must be notified of the change in writing at the time the change occurs or is
                 identified. Willful failure to notify the state upon receipt of an SEC Form 13g will be grounds for
                 terminating the contract; failure to notify the state of a substantial change in financial condition will be
                 grounds for terminating the contract. For the purpose of this section, “change of ownership” does not
                 include a sale or transfer of contractor's publicly held securities unless an individual partnership,
                 corporation, associate group of investors or legal entity obtains an ownership interest of the contractor in
                 the amount of five percent (5%) or more.
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 27 of 48
        7.6      Confidentiality
                 The contractor acknowledges that some of the data it may become privy to in the performance of the
                 contract is of a confidential nature and contractor shall make all reasonable efforts to ensure that no such
                 confidential information is disseminated by it or its employees.
                 The contractor agrees to observe complete confidentiality 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 other manufacturer's, contractor'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 the 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 the 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.
                 The contractor shall defend and incur all costs, if any, for actions which arise as a result of
                 noncompliance by contractor, his agents, employees, successors, assigns and subcontractors regarding
                 the restrictions herein.

        7.7      Consent To Breach Not Waiver
                 The waiver by the state of any breach of any provision contained in the contract shall not be deemed to
                 be a waiver of such provision on any subsequent breach of the same or any other provision contained in
                 the contract. Likewise, such a waiver shall not establish a course of performance between the parties
                 contradictory to the terms of the contract.
        7.8      Cooperation with Other State Vendors
                 The contractor will at all times work cooperatively with all state vendors, including but not limited to
                 state contracted software and hardware vendors.

        7.9      Cooperation During Transition
                 The contractor must cooperate with and help facilitate any transition for the provision of services to a
                 different contractor or to the state for six (6) months prior to the expiration of the contract. Failure to
                 cooperate or the withholding of any information or documentation requested by the state or a different
                 contractor that impairs in any way the transition of the provision of related services to a different party
                 shall constitute a material breach of the contract, subjecting the contractor to liability for all damages
                 incurred by the state because of such failure. Notwithstanding the above, the state may alternatively
                 choose to consider a breach of this section an event of default.
                 Additionally, at the request of the state, the contractor shall continue to perform the duties and
                 responsibilities of the contract for up to six (6) months following the normal expiration date of the
                 contract or following the date of termination for cause or convenience. The cost for this extended
                 contract period shall not exceed the pricing in effect at the normal expiration date of the contract.

        7.10     Document Production – Electronic
                 The contractor must agree to prepare and submit management reports and other requested information
                 other than data files, to the state’s contract administrator in a compatible word processing, spreadsheet,
                 database and charts/graphs format agreeable to state. The current state standard is Microsoft Office
                 Suite.
                 Documents including, but not limited to, controlled correspondence and requirements documentation
                 must be available to the state on state-defined media and time schedule.

        7.11     Executed Contract to Constitute Entire Agreement
                 In the event of contract award, the contents of this RFP (including all attachments), RFP amendments and
                 revisions, and the proposal of the successful proposer, and additional terms agreed to, in writing, by the
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 28 of 48
                 agency and the contractor shall become part of the contract. Failure of the successful proposer to accept
                 these as a contractual agreement may result in a cancellation of award.
                 The following priority for contract documents will be used if there are conflicts or disputes:
                 Contract with attachments
                 State’s Request for Proposal Dated 01/31/2005 (Issue date) with amendments
                 Contractor's Proposal Dated 3/31/2005 (Due date).

        7.12     Force Majeure
                 If the contractor is prevented from performing any of its obligations in whole or in part under the contract
                 as a result of an act of God, war, civil disturbance or any other cause beyond its control, then such
                 nonperformance shall not be grounds for the assessment of liquidated damages or any other remedy.
                 Immediately upon the occurrence of any such event, the contractor shall commence to use reasonable
                 efforts to provide to the fullest extent practicable, comparable performance. Comparability will be
                 determined by the state, and such determination shall be reasonable under the circumstances. During any
                 such period, the contractor shall continue to be responsible for all the costs and expenses related to such
                 alternative performance. This section shall not be construed as relieving the contractor of its
                 responsibility for any obligation or for any obligation being performed by a subcontractor or supplier of
                 services, unless the subcontractor or supplier was prevented from performing such obligation by one of
                 the events set forth above.

        7.13     Indemnification
                 The contractor indemnifies and holds harmless the state and its agents and employees from and against
                 all suits, claims, damages, judgments, losses and expenses, including attorneys' fees, arising out of or
                 resulting from the performance of the work, which includes all labor, material, and equipment required to
                 produce the commodity, construction, and/or service requirement by the contract, provided that any such
                 claim, damage, loss, or expense: (1) is attributable to bodily injury, sickness, disease, or death, or to
                 injury to or destruction to tangible property (other than the work itself), including the loss of use
                 resulting therefrom; and (2) is caused in whole or part by any negligent act or omission of the contractor,
                 and subcontractor, anyone directly or indirectly employed by any of them or anyone for whose act any of
                 them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.

        7.14     Inspection Of Work Performed
                 The state's representatives shall, at all reasonable times, have the right to enter into the contractor's and
                 it’s subcontractors premises where duties under the contract are being performed, to inspect, monitor, or
                 otherwise evaluate the work being performed. The contractor and all subcontractors must provide
                 reasonable facilities and assistance for the state's representatives. Any subcontract permitted by the state
                 must contain a provision, which sets forth the subcontractor's agreement with the terms set forth in this
                 paragraph.

        7.15     Legal Relations
                 The contractor will at all times comply with and observe all federal and state laws, local laws,
                 ordinances, and regulations which are in effect during the period of the contract and which in any manner
                 affect the work or its conduct. Where federal and/or state laws or regulations are enacted after the
                 effective date of the contract and have a material effect on the functional requirements and/or
                 operations of the contracted services, such changes will be addressed under clause 7.4, Change
                 Order.
                 In carrying out any provisions of the contract or in exercising any power or authority granted to the
                 contractor thereby, there will be no personal liability upon the state, it being understood that in such
                 matters the state acts as agent and representative of the state.
State of Wisconsin                                                                              Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                          Page 29 of 48
        7.16     Liquidated Damages
                 Notwithstanding section 7.12, it is agreed by the state and the contractor that in the event that the
                 contractor fails to submit or complete an acceptable product, in accordance with Section 5 of the RFP,
                 damage shall be sustained by the state, and that it is and will be impractical and extremely difficult to
                 determine the actual damage which the state will sustain, in the event of and by reason of such delay.
                 It is, therefore, agreed that the contractor may be required to pay, beginning on the first day after the due
                 date of the product, liquidated damages for each day of delay of completion of any product in the amount
                 of up to five thousand dollars ($5,000) for each day and every day until an acceptable product is
                 delivered.
                 The contractor shall deduct from the next invoice the amounts due as liquidated damages and include the
                 dates for which damages are due.

        7.17     Management Briefings
                 The contractor agrees to brief the state management, preparing and presenting information as may be
                 required by the state.

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

                 With this procurement, the successful contractor is encouraged to purchase 5% of services and supplies
                 from minority businesses certified by the Wisconsin Department of Commerce, Bureau of Minority
                 Development. The awarded vendor will submit a subcontracting plan of action indicating their
                 utilization of certified minority businesses on this contract. The Department of Administration will
                 require from the successful contractor a quarterly report of purchases of such supplies and services
                 necessary for the implementation of this contract. A listing of certified minority businesses, as well as
                 the services and commodities they provide, is available from the Department of Administration, Office of
                 Minority Business Program, (608) 267-7806. The list is published on the Internet at:
                 http://www.doa.state.wi.us/dsas/mbe/minority_search.asp.
        7.19     Personnel Changes
                 If personnel listed in the RFP are not available for the contract with the state, the contractor agrees to
                 provide staff that meet the minimum qualifications listed in the RFP. The state reserves the right to
                 accept or reject the contractor’s key staff assignments.

        7.20     Prime Contractor Responsibility
                 The contractor is the prime contractor. A prime contractor is the contractor who provides a service and
                 receives a payment for that service. The state considers the prime contractor to be the sole point of
                 contact with regard to contractual matters, including the performance of services and the payment of any
                 and all charges resulting from contractual obligations.
                 The contractor may, with prior written permission from the state, enter into subcontracts with third
                 parties for its performance of any part of contractor's duties and obligations, provided, that in no event
                 shall the existence of the subcontract operate to release or reduce the liability of contractor to the state
                 for any breach in the performance of contractor's duties. The contractor agrees that all subcontractors
                 shall be agents of the contractor and the contractor agrees to hold the state harmless hereunder for any
                 loss or damage of any kind occasioned by the acts or omissions of the contractor's subcontractors, their
                 agents or employees. Copies of subcontracts and agreements between sub-contractors and service
                 providers may be requested by the state.
State of Wisconsin                                                                             Date: 07/21/10
Dept. of Administration              Request for Proposal No. 27737-SP                          Page 30 of 48
        7.21     Progress Reports
                 The contractor agrees to submit progress reports, work plans, narratives, financial and/or statistical
                 reports of project activities to the state contract administrator on a prescribed schedule approved by the
                 state. Progress reports will summarize the activity of the contractor for the reporting period and identify
                 any scheduling changes.

        7.22     Responsibilities Upon Termination
                 If the contract is terminated for cause, the party terminating shall be reimbursed by the other party for all
                 reasonable costs and liabilities which are applicable to any period after such termination and for all
                 excess costs which such party reasonably, incurs as a direct result of such termination; provided,
                 however, that:
                    In the event of termination for default by the state, the contractor shall not receive reimbursement for
                     any loss of anticipated profits;
                    In the event of termination for default by the contractor, the state shall not receive reimbursement for
                     any loss of increased productivity expected to result from the maintenance or modification of the
                     system;
                    Both parties hereto shall use reasonable efforts to minimize the costs of termination.
                 In any event, the period during which such costs shall be computed shall not extend beyond the
                 expiration date of the contract and such costs shall not duplicate any payments made for completed
                 deliverables, nor exceed the amounts which would otherwise have been due had they been completed.
                 Upon termination of the contract by the state, the contractor will, if requested by the states contract
                 administrator at least thirty (30) calendar days prior to such termination, provide reasonable training for
                 the state’s personnel and/or continued performance of the services specified herein for up to six (6)
                 months commencing with the date of termination. For providing such training or continued performance
                 after the term of the contract, the state shall pay the contractor at the system change rate set forth in the
                 contract for providing such services.
                 Upon termination of the contract for any reason, the state shall have the right, immediately upon demand,
                 to obtain access to and possession of all its properties held by the contractor, including, but not limited
                 to, current copies of all deliverables for which the contractor has received reimbursement.

        7.23     Settlement Of Disputes
                 Any dispute arising under the contract which is not disposed of by agreement between the state’s named
                 liaison and the contractor's named liaison shall be resolved by the state's contract administrator and the
                 contractor's named liaison. If a mutual resolution is not achieved by the state's contract administrator and
                 the contractor's named liaison, either party may declare an impasse. Within ten (10) business days from
                 the date of the impasse, the contract administrator shall issue the decision in writing, setting forth the
                 reasons and facts for the decision as a formal notice pursuant to this contract. The contract
                 administrator's decision may be appealed to the Secretary of the Department of Administration whose
                 decision shall be final and conclusive, subject only to whatever legal recourse, if any, the contractor may
                 have. Pending final resolution of a dispute, the contractor shall proceed diligently with the performance
                 of the contract in accordance with the contract administrator's direction.

        7.24     Severability
                 If any provision of this contract is declared or found to be illegal, unenforceable, or void, then both
                 parties shall be relieved of all obligations under that provision. Performance under the remaining terms
                 of the contract shall continue.
State of Wisconsin                                                                                Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                            Page 31 of 48
        7.25     Site Rules and Regulations
                 The contractor shall use its reasonable efforts to assure that its employees and agents, while on the state's
                 premises or in the presence of state employees, shall comply with the state's work rules and regulations
                 applicable to the work site.
                 Neither party shall require waivers or releases of any personal rights from representatives of the other in
                 connection with visits to its premises and both parties agree that no such releases or waivers shall be
                 pleaded by them in any action or proceeding.

        7.26     Termination
                 The contract shall be subject to termination under any of the following conditions:
                 7.26.1 Default by the Contractor
                          The state may, by thirty (30) calendar days prior written notice to the contractor signed
                          by the state’s contract administrator, terminate the contractor’s right to proceed as to the
                          contract if the contractor:
                             Materially fails to perform the services in accordance with the contract, or
                             Fails to make progress as to materially endanger performance of the contract in
                              accordance with its terms.
                          Termination at the option of the state shall be effective thirty (30) calendar days after
                          receipt of such notice, unless the contractor shall have corrected any alleged failure(s)
                          within ten (10) calendar days after receipt by the contractor of such written notice which
                          notice shall specify fully and in detail each material failure to be corrected by the
                          contractor. The state shall waive its right to terminate for cause any such failure(s) to
                          perform which, in the exercise of due diligence, cannot be cured in such thirty (30)
                          calendar day period provided that: (a) the contractor produces a written plan of
                          correction accepted by the state, in writing, and (b) the contractor shall within such thirty
                          (30) calendar day period commence and thereafter continue diligently to cure such
                          failure(s) to perform, and (c) no such extension has been granted previously. In the event
                          of such termination, in addition to any other legal rights or remedies the state may have,
                          the state may procure or furnish services similar to those so terminated, and the
                          contractor shall be liable to compensate the state for any costs up to the amount of the
                          contract and any federal penalties attributable to the contractor under the contract.
                 7.26.2 Financial Instability
                          The state may terminate the contract without paying termination costs if the contractor
                          files, or has filed against it a petition in bankruptcy or insolvency and that petition is not
                          dismissed within forty-five (45) calendar days.
                 7.26.3 Termination in the Interest of the State
                          The state’s contract administrator, by thirty (30) calendar days prior written notice, may
                          terminate performance of work under the contract when it is in the best interest of the
                          state to do so. In the event of such termination, the contractor will be compensated for
                          all work performed prior to such termination date and for all reasonable costs and
                          liabilities to which the contractor has, out of necessity, obligated itself as a result of the
                          contract which are applicable to any period after such termination up to the term of the
                          contract as determined in accordance with the applicable provision of 41 CFR, Sections
                          1-8. The contractor shall use reasonable efforts to minimize the cost to the state.
                 7.26.4 Default by the State
                          The contract may be terminated by the contractor, for cause, upon the failure of the state
                          to perform any material provision required of it by the contract, provided the contractor
State of Wisconsin                                                                               Date: 07/21/10
Dept. of Administration               Request for Proposal No. 27737-SP                           Page 32 of 48
                          shall give the state’s contract administrator ninety (90) calendar days prior written notice
                          of the reasons for such termination, including sufficient details to enable the state to
                          correct these errors and/or omissions. Termination, at the option of the contractor, shall
                          be effective ninety (90) calendar days after receipt of such notice, unless the state shall
                          have corrected said failure(s) within thirty (30) calendar days from receipt of the notice.
                          The state shall not be deemed in default so long as the state shall within such period
                          commence and thereafter continue diligently to cure such failures and provide relief as
                          necessary to the contractor through the Change Order and Delay provisions of the
                          contract. The competency of the Department staff shall not be reason for finding the
                          state in default.
                          The contractor shall, in the event of a termination, be paid all monies due the contractor
                          at the effective date of the termination, including all applicable portions of the holdback
                          and payment for completed work for all current deliverables.
                 7.26.5 Availability of Funds
                          It is understood and agreed by the parties hereto that all obligations of the Department,
                          including the continuance of payments hereunder, are contingent upon the availability
                          and continued appropriation of state and federal funds, and in no event shall the
                          Department be liable for any payments hereunder in excess of such available
                          appropriated funds. In the event that the amount of any available or appropriated funds
                          provided by the state or federal sources for the purchase of services hereunder shall be
                          reduced, terminated or shall not be continued at an aggregate level sufficient to allow for
                          the purchase of the specified amount of services to be purchased hereunder for any
                          reason whatsoever, the state shall notify the contractor of such reduction of funds
                          available and the state shall be entitled to reduce its commitment hereunder as it deems
                          necessary. Any such change in the state’s commitments will not waive its obligation
                          to pay for services up to the time of notice to the contractor of the change in
                          funding. Any change in commitment shall be made under clause 7.4, Change
                          Order.

        7.27     Warranty
                 The contractor warrants from the date that the product is accepted by the state for a period of six (6)
                 months against defects. This warranty period covers all delivered programs, documentation, reports,
                 procedures and other items/services provided under this contract. Such items will comply with the
                 specifications therefore.
                 The contractor's liability with respect to this warranty is limited to the correction of errors and defects
                 throughout the State of Wisconsin system and replacement of incorrect or defective documentation
                 within three (3) weeks of formal written notice by the contract administrator of such deficiencies; or
                 using all due diligence, such longer period as may be approved by the contract administrator, such
                 approval not to be unreasonably withheld or denied. Such correction of errors and defects shall be made
                 at no additional cost to the state. If the contractor fails to repair an identified error or defect within such
                 period, or fails to proceed with due diligence to effect such repair, the contract administrator may, at his
                 or her option, after prior written notice to the contractor of not less than five (5) business days, act to
                 repair such error or defect and the contractor will be required to reimburse the state for all reasonable
                 costs incurred in effecting such repair. In the event that the limited remedy of repair results in the
                 contractor being unable, after diligent effort, to repair the error or defect, then the contractor shall be
                 liable for the difference in the value of the State of Wisconsin system as originally warranted and
                 specified and the value of the State of Wisconsin system as operating with the non-repairable error or
                 defect.
                 The contractor further warrants that the items furnished by the contractor to the state will perform as
                 described by the contractor in its response to the state's solicitation document.
State of Wisconsin                                                                           Date: 07/21/10
Dept. of Administration             Request for Proposal No. 27737-SP                         Page 33 of 48
8.0     STANDARD TERMS AND CONDITIONS
        The state reserves the right to incorporate standard state contract provisions into any contract negotiated with any
        proposal submitted responding to this RFP (Standard Terms and Conditions (DOA-3054) and Supplemental
        Standard Terms and Conditions for Procurements for Services (DOA-3681)). Failure of the successful proposer
        to accept these obligations in a contractual agreement may result in cancellation of the award.
State of Wisconsin                                                                                            Date: 07/21/10
Dept. of Administration                    Request for Proposal No. 27737-SP                                   Page 34 of 48

Wisconsin Department of Administration
Chs. 16, 19, 51
DOA-3054 (R04/2004)
Page 1 of 3
                                               Standard Terms And Conditions
                                                (Request For Bids / Proposals)

1.0    SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers
       are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When
       alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish
       equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding
       alternates to the specifications which may result in rejection of their bid/proposal.

2.0    DEVIATIONS AND EXCEPTIONS: Deviations and 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 i n that
State of Wisconsin                                                                                             Date: 07/21/10
Dept. of Administration                    Request for Proposal No. 27737-SP                                    Page 35 of 48
       state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of
       materials.

13.0   GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected
       materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary.
       Excess costs shall include the administrative costs.
14.0   ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request
       except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further,
       the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and
       conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the
       contracting authority.

15.0   APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor
       shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during
       the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel
       this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding cer tification 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 contract or hereby
       assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection
       with this contract.

17.0   ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior
       written consent of the State of Wisconsin.

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

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

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

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

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

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

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

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

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

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

       23.2   Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out
              this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property
              damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and
State of Wisconsin                                                                                            Date: 07/21/10
Dept. of Administration                    Request for Proposal No. 27737-SP                                   Page 36 of 48
              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 applicabl e 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 by any
       persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this
       agreement.

33.0   FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this
       Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must
       possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting
       business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign
       corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of
       Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 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
       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.
State of Wisconsin                                                                                             Date: 07/21/10
Dept. of Administration                     Request for Proposal No. 27737-SP                                   Page 37 of 48

State of Wisconsin
Department of Administration
DOA-3681 (01/2001)
ss. 16, 19 and 51, Wis. Stats.

                                     Supplemental Standard Terms and Conditions
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 nei ther
               provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or
               funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration
               may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

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

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

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

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

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

8.0    INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in
       the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the
       state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be
       deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the
       state.
State of Wisconsin                                                                                           Date: 07/21/10
Dept. of Administration                 Request for Proposal No. 27737-SP                                     Page 38 of 48

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Bid/Proposal #DOA-27737-SP includes proprietary and confidential
information which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or is otherwise material that can be
kept confidential under the Wisconsin Open Records Law. As such, we ask that certain pages, as indicated below, of this
bid/proposal response be treated as confidential material and not be released without our written approval.

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

Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in s. 134.90(1)(c), Wis.
Stats. as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method,
technique or process to which all of the following apply:
 1. The information derives independent economic value, actual or potential, from not being generally known to, and
     not being readily ascertainable by proper means by, other persons who can obtain economic value from its
     disclosure or use.
 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

We request that the following pages not be released

Section                                            Page #                 Topic

 _______________________________________________________________________________________________________

 _______________________________________________________________________________________________________

 _______________________________________________________________________________________________________

 _______________________________________________________________________________________________________

 _______________________________________________________________________________________________________

 _______________________________________________________________________________________________________


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

Failure to include this form in the bid/proposal response may mean that all information provided as part of the bid/proposal response
will be open to examination and copying. The state considers other markings of confidential in the bid/proposal document to be
insufficient. The undersigned agrees to hold the state harmless for any damages arising out of the release of any materials unless they
are specifically identified above.

                                      Company Name                   ___________________________________________


                           Authorized Representative                 ___________________________________________
                                                                                             Signature


                           Authorized Representative                 ___________________________________________
                                                                                            Type or Print


                                                   Date              ___________________________________________

                          This document can be made available in accessible formats to qualified individuals with disabilities.
State of Wisconsin                                                                                    Date: 07/21/10
Dept. of Administration                  Request for Proposal No. 27737-SP                             Page 39 of 48
State of Wisconsin                                                                                  Division of State Agency
Department of Administration                                                                                         Services
DOA-3333 (R03/2004)                                                                            State Bureau of Procurement



                    Vendor Agreement Wisconsin’s Cooperative Purchasing Service

Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state
contracts. Participating in the service gives vendors opportunities for additional sales without additional bidding.
Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town,
school district, board of school directors, sewer district, drainage district, vocational, technical and adult education
district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally
recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any
municipality under ss. 66.0301(1) and (2), Wis.Stats.

Interested municipalities:

           will contact the contractor directly to place orders referencing the state agency contract number; and

           are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and
            making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not
liable for delivery or payment of any of these purchases.

The State of Wisconsin will determine the contractor’s participation by checking a box below.

        MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to
        Wisconsin municipalities. Vendors should note any special conditions below.

     OPTIONAL:      Bidders/Proposers may or may not agree to furnish the commodities or services of this
        bid/proposal to Wisconsin municipalities. A vendor’s decision on participating in this service has no effect
        on awarding this contract.
       A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges
       beyond normal delivery areas, or other minimal changes for municipalities.

       Vendor: please check one of the following boxes in response.

                   I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with
                   any special conditions noted below.
Special Conditions (if applicable):to furnish the commodities or services to Wisconsin municipalities.
                I Do Not Agree




Signature                                                                              Date (mm/dd/ccyy)


Name (Type or Print)                                                                   Title


Company                                                                                Telephone

                                                                                       (       )
Address (Street)                                   City                                State         ZIP + 4
State of Wisconsin                                                                                     Date: 07/21/10
Dept. of Administration                 Request for Proposal No. 27737-SP                               Page 40 of 48
Commodity/Service                                                                        Request for Bid/Proposal Number



    This form can be made available in accessible formats upon request to qualified individuals with disabilities.
State of Wisconsin                                                                                      Date: 07/21/10
Dept. of Administration                 Request for Proposal No. 27737-SP                                Page 41 of 48


Proposer Information
1.   BIDDING / PROPOSING COMPANY NAME

     FEIN                                                        FAX

     Phone                                                       Toll Free Phone

     Address

     City                                                        State              Zip + 4

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

     Name                                                          Title

     Phone                                                         Toll Free Phone

     FAX                                                           Email Address

     Address

     City                                                        State              Zip + 4

3.   All proposers that are awarded over $25,000 on this contract will be required to submit affirmative action
     information to the department. Please name the person in your company we may contact about this plan.

     Name                                                          Title

     Phone                                                         Toll Free Phone

     FAX

     Address

     City                                                        State              Zip + 4

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

     Name                                                          Title

     Phone                                                         Toll Free Phone

     FAX

     Address

     City                                                        State              Zip + 4


This document can be made available in accessible formats to qualified individuals with disabilities.
State of Wisconsin                                                                                      Date: 07/21/10
Dept. of Administration                 Request for Proposal No. 27737-SP                                Page 42 of 48
Proposer References
FOR
PROPOSER:

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

Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.
Email _________________________________
Product(s) and/or Service(s) Used




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.
Email _________________________________
Product(s) and/or Service(s) Used




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No
Email _________________________________
Product(s) and/or Service(s) Used




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.
Email _________________________________
Product(s) and/or Service(s) Used



This document can be made available in accessible formats to qualified individuals with disabilities.
State of Wisconsin                                                                                           Date: 07/21/10
Dept. of Administration                     Request for Proposal No. 27737-SP                                 Page 43 of 48

Debarment form
                                    CERTIFICATION REGARDING
                   DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION
                                LOWER TIER COVERED TRANSACTIONS


This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR
Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part 98 of the July 1, 1993 Code
of Federal Regulations (pages 537-555).


                                 (Before Completing Certification, Read Attached Instructions
                                       Which Are an Integral Part of the Certification)

1.          The prospective lower tier participant certifies, by submission of this proposal, to the Department of
            Administration, State of Wisconsin, that neither it nor its principals is presently debarred, suspended, proposed for
            debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal
            department or agency.

2.          Where the prospective lower tier participant is unable to certify to any of the statements in this certification, to the
            Department of Administration, State of Wisconsin, such prospective participant shall attach an explanation to this
            proposal/bid.


_________________________________________________________________________________
Name and Title of Authorized Representative


_________________________________________________________________________________
Signature                                                Date


_________________________________________________________________________________
Company/Organization Name


DOA-27737-SP
Contract/Bid/Bulletin Number

Definitions:

Lower tier transaction: Any procurement contract for goods or services between a participant and the Department of
Administration, State of Wisconsin, regardless of type expected to equal or exceed the Federal procurement small purchase
threshold under a primary covered transactions.

Primary covered transaction: Any nonprocurement transaction between the Department of Administration, State of
Wisconsin, and a Federal agency including: grants, cooperative agreements, scholarships, fellowships, contracts of
assistance, loans, loan guarantees, subsidies, insurance, payments for specified use, donation agreements and any other
nonprocurement transactions.

                                                          DOA USE ONLY
Contract No.                           Bid No.                       Contract Period
RFP No.                                BUL. No.                      Comm. Code:

rev. 2/95
State of Wisconsin                                                                                       Date: 07/21/10
Dept. of Administration                 Request for Proposal No. 27737-SP                                 Page 44 of 48


                                       INSTRUCTIONS FOR CERTIFICATION

1.      By signing and submitting this proposal, the prospective lower tier participant providing the certification as set out
        below.

2.      The certification in this clause is a material representation of fact upon which reliance was placed when this
        transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered
        an erroneous certification, in addition to other remedies available to the Federal Government, the department or
        agency with which this transaction originated may pursue available remedies, including suspension and/or
        debarment.

3.      The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is
        submitted if at any time the lower tier participant learns that its certification was erroneous when submitted or has
        become erroneous by reason of changed circumstances.

4.      The term "covered transaction,” “debarred,” “suspended”, “ineligible,” “lower tier covered transaction,”
        ”participant,” “person,” “primary covered transaction,” “principal, proposal," and "voluntarily excluded," as used
        in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive
        Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of
        those regulations.

5.      The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered
        transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is
        debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
        unless authorized by the department or agency with which this transaction originated.

6.      The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled
        "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered
        Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier
        covered transactions.

7.      A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier
        covered transaction that it is not debarred, suspended, declared ineligible, or voluntarily excluded from
        participation in the covered transaction, unless it knows that the certification is erroneous. A participant may
        decide the method and frequency by which it determines the eligibility of its principals. Each participant may but
        is not required to check the Nonprocurement List.

8.      Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to
        render in good faith the certification required by this clause. The knowledge and information of a participant is not
        required to exceed that which is normally possessed by a prudent person in the ordinary course of business
        dealings.

9.      Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction
        knowingly enters into a lower tier covered transaction with a person who is debarred, suspended, declared
        ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to
        the Federal Government, the department or agency with which this transaction originated may pursue available
        remedies, including suspension and/or debarment.
State of Wisconsin                                                                                       Date: 07/21/10
Dept. of Administration                  Request for Proposal No. 27737-SP                                Page 45 of 48



LOBBYING FORM
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:

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

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this Federal contract grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its
instructions.

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

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



_______________________________
Company Name


______________________________                                            __________________________
Signature                                                                 Date
Agency Director’s Name or Designee
(If designee, attach Designee Authorization)


_______________________________
Name printed
         State of Wisconsin                                                                                                                                       Date: 07/21/10
         Dept. of Administration                                           Request for Proposal No. 27737-SP                                                       Page 46 of 48
          DISCLOSURE OF LOBBYING ACTIVITIES FORM
                                                                                                                                                                                    Approved by OMB
                                                                                                                                                                                           0348-0046

                                                           Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352
                                                                            (See reverse for public burden disclosure.)
1.             Type of Federal Action:                                                 2.       Status of Federal Action:                        3.      Report Type:

     ?   a.       contract                                                              ?       a.     bid/offer/application                      ?     a.   initial filing
     ?   b.       grant                                                                 ?       b.     initial award                              ?     b.   material change
     ?   c.       cooperative agreement                                                 ?       c.     post award
     ?   d.       loan                                                                                                                                For Material Change Only:
     ?   e.       loan guarantee
     ?   f.       loan insurance                                                                                                                                Year ______ quarter ______
                                                                                                                                                                Date of last report __________

4.            Name and Address of Reporting Entity:                                                                              5.    If Reporting Entity in No. 4 is Subawardee, Enter Name and
                                                                                                                                       Address of Prime:
              ?   Prime                          ?     Subawardee
                                                       Tier ______, if known:

              Congressional District, if known:                                                                                        Congressional District, if known:


6.       Federal Department/Agency:                                                                                              7.    Federal Program Name/Description:


                                                                                                                                       CFDA Number, if applicable:

8.       Federal Action Number, if known:                                                                                        9.    Award Amount, if known:

                                                                                                                                       $

10.      a.       Name and Address of Lobbying Entity                                                                            10.   b.   Individuals Performing Services (including address if
                  (if individual, last name, first name, MI):                                                                               different from No. 10a) (last name, first name, MI):


11.      Amount of Payment (check all that apply):                                                                               13.   Type of Payment (check all that apply):

         $ _______________                                 ? actual              ? planned                                             ?    a.    retainer
                                                                                                                                       ?    b.    one-time fee
                                                                                                                                       ?    c.    commission
                                                                                                                                       ?    d.    contingent fee
                                                                                                                                       ?    e.    deferred
                                                                                                                                       ?    f.    other; specify: ___________________

12.      Form of Payment (check all that apply):

         ?        a.   cash
         ?        b.   in-kind; specify:               nature ________________
                                                       value ________________

14.      Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for
         Payment indicated in Item 11:


15.      Continuation Sheet(s) SF-LLL-A attached:                                     ? Yes                ? No

16.      Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of               Signature: __________________________________
         lobbying activities is a material representation of fact upon which reliance was placed by the tier above when
         this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This
         information will be reported to the Congress semi—annually and will be available for public inspection. Any             Print Name: ________________________________
         person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not
         more than $100,000 for each such failure.
                                                                                                                                 Title: ______________________________________

                                                                                                                                 Tele. No.: _________________ Date: ____________
 State of Wisconsin                                                              Date: 07/21/10
 Dept. of Administration          Request for Proposal No. 27737-SP               Page 47 of 48
                                     DISCLOSURE OF LOBBYING ACTIVITIES                            0348-0046
                                                CONTINUATION SHEET                                  (cont.)




Reporting Entity: __________________________________________________   Page ______ of ______
State of Wisconsin                                                       Date: 07/21/10
Dept. of Administration        Request for Proposal No. 27737-SP          Page 48 of 48
              INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered
Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or
agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A
Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material
change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1.      Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal
        action.

2.      Identify the status of the covered Federal action.

3.      Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously
        reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity
        for this covered Federal action.

4.      Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate
        classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee,
        e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limit to subcontracts, subgrants ad contract awards under
        grants.

5.      If the organization filing the report in item 4 checks (Subawardee), then enter the full name, address, city, state and zip code of the prime Federal
        recipient. Include Congressional District, if known.

6.      Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if
        known. For example, Department of Transportation, United States Coast Guard.

7.      Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic
        Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8.      Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP
        number; Invitation for Bid (IFB) number; grant announcement number; the contract grant, or loan award number; the application/proposal
        control number assigned by the Federal agency). Include prefixes, e.g., “RFP-90-001.”

9.      For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the
        award/loan commitment for the prime entity identified in item 4 or 5.

10.     (a)   Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence
              the covered Federal action.

        (b)   Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First
              Name, and Middle Initial (MI).

11.     Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).
        Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report,
        enter the cumulative amount of payment made or planned to be made.

12.     Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of
        the in-kind payment.

13.     Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14.     Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any
        services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal
        official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

15.     Check whether or not a SF-LLL-A Continuation Sheet(s) is attached.

16.     The certifying official shall sign and date the form, print his/her name, title, and telephone number.


Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments
regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of
Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.

				
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Description: Fdic Sample Standard Term Purchase Orders document sample