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					State of Wisconsin
Wis. Statutes s.16.75
DOA-3070 (R08/2003)
BIDS MUST BE SEALED AND ADDRESSED TO:                                                                   Remove from bidder list for this commodity/service. (Return this page only.)
AGENCY ADDRESS:                                                                                      Bid envelope must be sealed and plainly marked in lower corner with due date and Request for
                                                                                                     Bid # 27879-LAA. Late bids will be rejected. Bids MUST be date and time stamped by the
     Department of Administration                                                                    soliciting purchasing office on or before the date and time that the bid is due. Bids dated and time
                                                                                                     stamped in another office will be rejected. Receipt of a bid by the mail system does not constitute
     Bureau of Procurement                                                                           receipt of a bid by the purchasing office. Any bid which is inadvertently opened as a result of not
                            th
     101 E. Wilson Street, 6 Floor                                                                   being properly and clearly marked is subject to rejection. Bids must be submitted separately, i.e.,
     P.O. Box 7867                                                                                   not included with sample packages or other bids. Bid openings are public unless otherwise
     Madison, WI 53707-7867                                                                          specified. Records will be available for public inspection after issuance of the notice of intent to
                                                                                                     award or the award of the contract. Bidder should contact person named below for an
                                                                                                     appointment to view the bid record. Bids shall be firm for acceptance for sixty (60) days from date
     AMENDED REQUEST FOR BID                                                                         of bid opening, unless otherwise noted. The attached terms and conditions apply to any
                                                                                                     subsequent award.
  27879-LAA for Polycom and Tandberg
    Compressed Video Conferencing
  Equipment, Accessories, Maintenance
             and Software
              May 9, 2007
                            THIS IS NOT AN ORDER                                                     Bids MUST be in this office no later than
BIDDER (Name and Address)                                                                            May 17, 2007, 2:00 P.M. Central Time
                                                                                                     Name (Contact for further information)

                                                                                                     Lizabeth Ascher
                                                                                                     Phone                                                                      Date

                                                                                                     608-266-9796                                                               April 13, 2007
                                                                                                     Quote Price and Delivery FOB

                                                                                                     F.O.B. Destination -- Statewide
                                                                                                                                        Fax bids are not accepted

The purpose of this document is to provide interested parties with information to enable them to prepare and submit a bid for
Polycom and/or Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software.

The State as represented by its Department of Administration, State Bureau of Procurement, intends to use the results of this
process to establish a contract with a vendor or vendors that will enable state agencies, University of Wisconsin System and
authorized users to purchase Polycom and/or Tandberg Compressed Video, Conferencing Equipment, Accessories,
Maintenance and Software at the lowest possible prices.

Questions regarding this Request for Bid must be submitted in writing on or before Thursday, April 26, 2007, 2:00 P.M.,
Central Time to Lizabeth Ascher (contact information in Section 2.2).

Responses to this Request for Bid must be received on or before Thursday, May 17, 2007, 2:00 P.M., Central Time
(submission of bid information in Section 3.2). Fax bids will not be accepted.
Payment Terms                                                                                        Delivery Time
    We claim minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be
    certified by the Wisconsin Department of 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. Does Not Apply to Printing Bids.
    We are a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work 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 bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United
States.
          Yes              No              Unknown
In signing this bid we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free
competition; that no attempt has been made to induce any other person or firm to submit or not to submit a bid; that this bid has been independently arrived at without collusion with any other
bidder, competitor or potential competitor; that this bid has not been knowingly disclosed prior to the opening of bids to any other bidder 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 Bid and all terms of our bid.
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.
                                                                                                             2
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________



                                        TABLE OF CONTENTS

      General Information                                                            Section 1.0
            Introduction and Background                                              Section 1.1
            Scope of the Project                                                     Section 1.2
            Procuring and Contracting Agency                                         Section 1.3

      Definitions, General Bid Process and Contractual Information                   Section 2.0
             Definitions                                                             Section 2.1
             Clarification and/or Revision to the Specifications and Requirements    Section 2.2
             Reasonable Accommodations                                               Section 2.3
             Calendar of Events                                                      Section 2.4
             Contract Term                                                           Section 2.5
             News Releases                                                           Section 2.6
             Financial Requirements                                                  Section 2.7
             Bidder References                                                       Section 2.8
             Cooperative Purchasing                                                  Section 2.9
             VendorNet                                                               Section 2.10
             Purchasing Card                                                         Section 2.11
             Prime Contractor and Subcontractor                                      Section 2.12
             Supplier Diversity – Minority Business Enterprise Program               Section 2.13
             Affirmative Action                                                      Section 2.14
             Tax Exemptions and Certification for Collection of Sales and Use Tax    Section 2.15
             Payment Terms                                                           Section 2.16
             State of Wisconsin Business Hours                                       Section 2.17

      Preparing and Submitting a Bid                                                 Section 3.0
            Incurring Costs                                                          Section 3.1
            Submission of Bids                                                       Section 3.2
            Bid Response Organization and Format                                     Section 3.3
            Response Acceptance                                                      Section 3.4
            Response Review                                                          Section 3.5
            Method of Award                                                          Section 3.6

      General Bid Requirements Response                                              Section 4.0

      Bid Specifications and Response Table                                          Section 5.0

      Video Conferencing Equipment Pricing                                           Section 6.0
            Polycom Pricing Schedule                                                 Section 6.1
            Tandberg Pricing Schedule                                                Section 6.2
                                                                                                             3
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

      Post-Warranty On-Site Maintenance, Installation and Additional Training
      Cost                                                                           Section 7.0
            Hourly Rates                                                             Section 7.1

      Post-Warranty System/Component Maintenance Pricing                             Section 8.0

      Technology Development                                                         Section 9.0

      Special Contract Terms and Conditions                                          Section 10.0
             Payment Requirements                                                    Section 10.1
             Executed Contract to Constitute Entire Agreement                        Section 10.2
             Termination of Contract                                                 Section 10.3

      Contract Terms and Conditions                                                  Section 11.0

      Attachments
       Standard Terms and Conditions
       Supplemental Standard Terms and Conditions
       State of Wisconsin Hardware Rider
       State of Wisconsin Hardware Maintenance Rider
       State of Wisconsin Software Rider
       State of Wisconsin Software Development Rider
       State of Wisconsin Personal Services Rider
       Vendor Information (DOA form 3477)                                           Attachment A
       Vendor Reference (DOA form 3478                                              Attachment B
       Wisconsin’s Cooperative Purchasing Service (DOA form 3333)                   Attachment C
       Designation of Confidential and Proprietary Information (DOA form 3027)      Attachment D
       Debarment Form                                                               Attachment E
       Lobbying Form                                                                Attachment F
       Disclosure of Lobbying Activities Form                                       Attachment G
       Taxpayer Identification Number (TIN) Verification (DOA form 6448)            Attachment H
       Vendor Purchasing Card Information                                           Attachment I
                                                                                                                                      4
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________


1.0    GENERAL INFORMATION

       1.1    INTRODUCTION AND BACKGROUND
              The purpose of this document is to provide interested parties with information to enable them to prepare and submit
              a bid for Polycom and/or Tandberg Video Conferencing Equipment, Accessories, Installation, Maintenance and
              Software.

              The State as represented by its Department of Administration, State Bureau of Procurement, intends to use the
              results of this process to establish a contract with a vendor or vendors that will enable state agencies, including
              University of Wisconsin System campuses and authorized users, to purchase Polycom and Tandberg video
              conferencing hardware and software along with support services at the lowest possible price.

              Information submitted in response to this Request for Bid (RFB) will be used by the Department of Administration
              to determine if bidders can meet the terms, conditions and specifications of this Request for Bid (RFB).

       1.2    SCOPE OF THE PROJECT AND CURRENT CUSTOMER ENVIRONMENT
              Scope Of The Project:
              Although standards exist, H.32X (e.g., H.320, H323, H324) being the umbrella for the State’s switched digital and
              IP compressed video networks, there is a wide degree of latitude within which vendors can be compliant with
              standards. In order to insure new sites added to the State’s video networks will be compatible with other video
              conferencing units and bridging service on the State networks, and be able to operate at optimum levels of service
              for which the equipment was designed, the State is specifying Polycom and Tandberg video conferencing
              equipment.

              The State prefers to obtain Polycom and Tandberg Video Conference Equipment, Accessories, Installation,
              Maintenance and software from a single vendor capable of supporting the entire state. The State retains the option
              of awarding contracts to multiple vendors should it be in the best interest of the State. The State shall be the sole
              judge of what is in the best interest of the State.

              Vendors have the option of submitting a bid response for either the Polycom and/or Tandberg component(s) of this
              Request for Bid. Vendors must be capable of providing equipment and service to locations within the State of
              Wisconsin for all components bid. Equipment will be purchased on an as needed basis. The State makes no
              commitments for any minimum amount of purchases that may occur as a result of this contract(s).

              Current Customer Environment:
              Currently, the State Telephone System (STS) Video Network and the BadgerNet Converged Network have a mix of
              video conferencing units. The purpose of this bid is to establish a Statewide contract for state agencies, including
              the university system, and authorized users to acquire Polycom and Tandberg video conferencing equipment,
              accessories and options which will be fully compatible with the installed base.

       1.3    PROCURING AND CONTRACTING AGENCY
              This Request for Bid (RFB) is issued by the Wisconsin Department of Administration Bureau of Procurement,
              which is the sole point of contact for the State of Wisconsin during the procurement process. The person
              responsible for managing the procurement process is Lizabeth Ascher.

              Purchasing agencies may be located within a single city or have remote locations statewide. Although the
              Department of Administration is conducting this Request for Bid (RFB), purchasing agencies will be responsible for
              costs incurred. The successful vendor(s) must be able to bill individual purchasing agencies directly.

              Contacts between the vendor and purchasing agencies will be through designated representatives unless otherwise
              instructed in writing. Vendor(s) shall meet with designated purchasing agency representatives, as requested, to
              resolve problems. Problems that cannot be resolved between the designated purchasing agency representative and
              the vendor shall be referred to the Contract Administrator located in the Department of Administration. The
                                                                                                                                        5
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

              Contract Administrator shall inform the vendor in writing of the unresolved issues and the vendor will respond with
              proposed corrective actions within ten (10) days of receipt of this communication. The State and/or the vendor may
              request meetings to address unresolved contract issues.

              Contract(s) resulting from this Request for Bid (RFB) will be administered by the Wisconsin Department of
              Administration/Division of Enterprise Technology (DOA/DET). The contract administrator for day-to-day issues
              and telecommunications policy will be Dick Strand.

2.0    DEFINITIONS, GENERAL BID PROCESS AND CONTRACTUAL INFORMATION

       2.1    DEFINITIONS
              The following definitions are used throughout the Request for Bid (RFB):

              Authorized User means 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.).
              Bid means a response to this Request for Bid (RFB).
              Bidder means a person or firm who submits a competitive bid in response to an invitation for bids and a set of
              specifications.
              Consulting, System Integration, Project Management means services for large or complex projects that require
              dedicated professional assistance.
              Contracting Agency means Department of Administration.
              Contract Administrator means the individual in the Division of Technology who administers the Contract, policy
              and day-to-day issues resulting from this Request for Bid (RFB).
              Contract Manager means the individual in the State Bureau of Procurement who manages the Contract and
              contractual issues resulting from this Request for Bid (RFB).
              Contractor means the company, organization or other qualified legal entity to which a contract shall be awarded to
              furnish the equipment and services described herein.
              CPE means Customer Premise Equipment.
              DET means the Division of Enterprise Technology.
              DOA means the Department of Administration.
              Equipment Repair means repair of equipment not covered under purchase warranty or a post-warranty maintenance
              agreement.
              FCC means Federal Communications Commission responsible for regulating telecommunications in the United
              States, including commercial and private wireless spectrum management.
              F.O.B. Destination means Free On Board, vendor is responsible for shipping to the location identified by the
              purchasing agency.
              IP means Internet Protocol.
              ISDN means Integrated Services Digital Network.
              Kbps means kilobits per second.
              MAC means Moves, Adds and Changes.
              Major Failure means any time a compressed video system or peripheral equipment fails to power up and/or function
              for its designed purpose after the customer has confirmed that all electrical, network, and peripheral connections
              have been properly made.
              MBE means Minority Business Enterprise.
              Manufacturer means the company which owns controlling interest in the factory actually producing the equipment
              furnished.
              MCU means Multipoint Control Unit.
              Minor Failure means any failure that does not impair delivery of a presentation using the necessary room system
              equipment.
              Municipality includes a county, city, village, town, school district, federally recognized Indian tribes, board of
              school directors, sewer district, drainage district, vocational, technical, and adult education district or other public or
              quasi-public corporation, board, or other body having authority to award public contracts within the State.
              OEM means Original Equipment Manufacturer.
                                                                                                                                     6
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

             On-Site Visit means charges over and above those covered by purchase warranty, post-purchase warranty, technical
             training/support, or consulting/system integration/project management where the vendor travels to the customer site.
             P.O. means purchase order.
             Portal-to-Portal means round trip billable travel time between vendor dispatch site and customer facility.
             Proposal means the complete response submitted by the Proposer.
             Proposer means any individual, company, corporation, or other entity that submits a bid response to this Request for
             Bid (RFB).
             PSTN means Public Switched Telephone Network.
             Purchasing Agency means State Agency, University or Authorized User purchasing products or services from the
             contract resulting from this Request for Bid (RFB).
             RFB means this Request for Bid (including all appendices).
             SBOP means the State Bureau of Procurement.
             SDDN means Software Defined Data Network.
             SLA means Service Level Agreement.
             State means the State of Wisconsin and Authorized Users.
             State Agency or Agency means any department, board, commission, independent agency, University of Wisconsin
             System campuses or any other separate entity established by statute or by constitution in the state government,
             including the legislature.
             Technical Support/Training means assisting customer with resolution of technical issues or problems; training
             customer’s technical staff on complex aspects of video conferencing and system administration.
             UI means Unemployment Insurance.
             Vendor means a firm submitting a bid response to this RFB.

      2.2    CLARIFICATION AND/OR REVISION TO THE SPECIFICATIONS AND REQUIREMENTS
             Any questions concerning this RFB must be submitted to the RFB Manager via e-mail or in writing on or before
             Thursday, April 26, 2007, 2 P.M., Central Time to:

             Postal Address                                         Common Carrier Address
             Lizabeth Ascher                                        Lizabeth Ascher
             State Bureau of Procurement                            State Bureau of Procurement, 6th Floor
             Department of Administration                           Department of Administration
             P.O. Box 7867                                          101 E. Wilson Street
             Madison, WI 53707-7869                                 Madison, WI 53707

             FAX Number:                608-267-0600
             Direct Number:             608-266-9796
             Email Address:             beth.ascher@wisconsin.gov

             Vendors are expected to raise questions, exceptions, or additions they have concerning the RFB document at this
             point in the RFB process. If a vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or
             other deficiency in this RFB, the vendor should notify immediately the above named individual of such error and
             request modification or clarification of the RFB.

             In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of
             this RFB, revisions/amendments and/or supplements will be provided to all recipients of this initial RFB.

             Each bid response shall stipulate that it is predicated upon the requirements, terms, and conditions of this RFB and
             any supplements or revisions thereof.

             Contacts with State employees concerning this RFB are prohibited, except as authorized by the RFB manager during
             the period from date of release of the RFB until the notice of contract award is released.

      2.3    REASONABLE ACCOMMODATIONS
             The Department of Administration will provide reasonable accommodations, including the provision of information
                                                                                                                                     7
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

             material in an alternate format for qualified individuals with disabilities, upon request. If you think you need
             accommodations at a bid opening, contact Lizabeth Ascher, beth.ascher@wisconsin.gov or 608-266-9796 (voice) or
             608-267-0600 (fax).

             The Wisconsin Telecommunications Relay System allows a text telephone (TTY) user who may be deaf, hard of
             hearing or speech impaired to call or be called by virtually anyone using a voice telephone. Calls may be placed 24
             hours a day, 7 days a week. All calls are confidential. Numbers are:

             711 or 800-947-6644 for voice
             711 or 800-947-3529 for TTY
             711 or 800-833-7637 for Speech to Speech
             711 or 800-833-7813 for Spanish only

             The deaf, hard of hearing or speech impaired caller would dial one of the numbers and communicate the number
             they need to reach at the State. Depending on the degree of assistance required the Telecommunications Relay
             System will act as the "interpreter." By the same token, callers from the State can go through the
             Telecommunications Relay System (same numbers) to return calls or communicate.

      2.4    CALENDAR OF EVENTS
             Listed below are specific and estimated dates and times of actions related to this Request for Bid (RFB). 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 RFB. There may or may not be a formal notification issued for changes in the
             estimated dates and times.

              Date                                Event
              April 13, 2007                      Date of issue of the RFB.
              April 26, 2007                      Last day for submitting written inquiries.
              April 30, 2007                      Post notification of supplements or revisions to RFB on VendorNet.
              May 17, 2007                        Date proposals due from vendors.

      2.5    CONTRACT TERM
             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 the State to renew for two (2) additional one-year periods by
             mutual consent.

      2.6    NEWS RELEASES
             News releases pertaining to the RFB or to the acceptance, rejection, or review of responses shall not be made
             without the prior written approval of the State.

      2.7    FINANCIAL REQUIREMENTS
             Bidders responding to this RFB must be able to substantiate their financial stability. Current financial statements
             along with additional supporting documentation must be submitted with each response. The State may request
             reports on financial stability from independent financial rating services in order to further substantiate stability. See
             Section 4.1.2 for detail regarding required information.

      2.8    BIDDER REFERENCES
             Vendor shall include in their response a list of four (4) organizations with similar requirements as those of the State
             of Wisconsin and with whom the vendor has done business within the last five (5) years. For each organization, the
             vendor must include the name, title, 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 procuring agency will
             determine which, if any, references to contact to assess the quality of work performed and personnel assigned to the
             project(s). Bidders are encouraged to request permission from those used as references prior to submitting their
             information. Vendor Reference (DOA 3478, Attachment B) must be included in the bid response.
                                                                                                                                    8
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

      2.9    COOPERATIVE PURCHASING
             The State requires that bidders agree to provide these products and services to Wisconsin municipalities and other
             governmental authorized agencies under the terms and conditions of the contract. The signed Wisconsin Cooperative
             Purchasing form (DOA 3333, Attachment C) must be included in the bid response.

      2.10   VENDORNET
             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.

      2.11   PURCHASING CARD
             The State of Wisconsin has a Purchasing (Credit) Card program (currently with VISA) to reduce the volume of
             purchase orders issued and supplier invoices that must be processed. While some agencies will continue to use
             purchase orders to place orders on the contract, many will use the Purchasing Card. Vendors must complete the
             relevant sections of the Purchasing Card information sheet (attached) regarding acceptance of credit cards.

             Vendor benefits derived by accepting the VISA Purchasing Card:
                Improved Cash Flow – Unlike the purchase order method, where vendors may wait up to thirty days for payment
                by the State, funds for purchasing card transactions are sent electronically through the banking system into the
                vendor’s business checking account within three days.
                Reduced Expense – Again, unlike the purchase order method, vendors do not have to process and mail invoices,
                manage and collect receivables or post and process checks for each customer payment.
                Increased Sales – At State agency cardholders increasingly discover the benefits of purchasing with VISA, they
                will seek suppliers who accept the card for payment.

             If your company already accepts VISA, you may not need to do anything more. If you do not accept VISA, contact
             your local banking institution to be set up as a merchant, or contact the State’s Purchasing Card Coordinator at 608-
             267-6922.

             It is desired that all vendors agree to use the State Purchasing Card system. Package labels and packing slips for
             purchasing card orders must indicate “Paid” or “Credit Card Order” or other language to identify that no payment is
             due. If vendor chooses to accept purchasing cards, then vendor is required to provide a sample of their
             packing slip boldly indicating the order has been prepaid by credit card with the bid response.

             Vendors are not allowed to charge additional costs for use of the Purchasing Card.

             Purchasing cards may not be used for orders placed F.O.B. Destination – Installed.

      2.12   PRIME CONTRACTOR AND SUBCONTRACTOR
             Subcontractors must abide by all terms and conditions of the contract. If subcontractors are to be used, this should
             be clearly explained in your Proposal. However, the prime contractor will be responsible for contract performance
             whether or not subcontractors are used. The State shall have the final authority as to which subcontractors may be
             used by the vendor.

      2.13   SUPPLIER DIVERSITY – MINORITY BUSINESS ENTERPRISE 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
                                                                                                                                      9
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

              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.

              If you are a State of Wisconsin, Department of Commerce Certified Minority Business Enterprise, please indicate
              this by checking the appropriate box on form DOA-3070 (RFB Cover Sheet).

       2.14   AFFIRMATIVE ACTION
              DOA requires every contractor who receives a state contract over $25,000 to provide an Affirmative Action Plan.
              Failure to comply appropriately with this requirement can lead to your company being banned from doing business
              with an agency of the State of Wisconsin. Additionally, failure to comply can result in termination of this contract,
              or withholding of payment.

              For additional information see Section 19.0 of the Standard Terms and Conditions.

       2.15   TAX EXEMPTIONS AND CERTIFICATION FOR COLLECTION OF SALES AND USE TAX
              The State of Wisconsin shall not enter into a contract with a vendor, and reserves the right to cancel any existing
              contract, if the vendor or contractor has not met or complied with the requirements of s. 77.66, Wis. Stats., and
              related statutes regarding certification for collection of sales and use tax. The State of Wisconsin is exempt from
              payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as
              defined in Section 12.0 of the Standard Terms and Conditions.

       2.16   PAYMENT TERMS
              The State must meet a statutory mandate to pay or reject invoices within thirty (30) days of receipt. Before payment
              is made, it also must verify that all invoiced charges are correct and financial conditions are in compliance with the
              contract and corresponding State purchase order. Only properly submitted invoices will be officially received for
              payment. Thus, prompt payment requires that invoices be clear, complete and in compliance with conditions of this
              RFB and subsequent purchase orders.

       2.17   STATE OF WISCONSIN BUSINESS HOURS
              State of Wisconsin core business hours are Monday through Friday, 7:45 A.M. to 4:30 P.M., Central Time. Agency
              core hours may vary slightly but for the purpose of this RFB these shall be considered the core business hours.

              Additionally, there are agencies supporting 24 x 7 x 365 operations (e.g., medical and correctional institutions).

              State of Wisconsin Legal Holidays are January 1, Martin Luther King Jr. Birthday (3 rd Monday in January),
              Memorial Day (last Monday in May), July 4, Labor Day (1st Monday in September), Thanksgiving Day (4th
              Thursday in November), December 24, December 25 and December 31. If a legal holiday falls on a Sunday, the
              following Monday is considered a holiday.

3.0    PREPARING AND SUBMITTING A BID

       3.1    INCURRING COSTS
              The State of Wisconsin is not liable for any cost incurred by vendors in replying to this RFB.

       3.2    SUBMISSION OF BIDS
              Proposers must submit one (1) original hard copy (labeled ―Original‖), three (3) reproduced hard copies
              (labeled ―Copy‖) and one (1) CD of complete bid response that must be received by Thursday, May 17, 2007,
              2:00 P.M., Central Time to be considered for acceptance.

              Elaborate bid responses (e.g., expensive artwork), beyond that sufficient to present a complete and effective
              proposal, are not necessary or desired.
                                                                                                         10
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________


             Do not submit bid responses on any stationery that includes the words ―confidential‖. Responses to this bid
             become part of public records and are subject to review. Bidders should indicate on the Designation of
             Confidential and Proprietary Information form (DOA-3027, Attachment C) any information that the bidder wishes
             to be kept confidential. See this form for the types of information that may be kept confidential.

             Faxed Bids will NOT be accepted.

             Bid responses must be mailed or delivered to:

             Postal Address                                        Common Carrier Address
             Lizabeth Ascher                                       Lizabeth Ascher
             State Bureau of Procurement                           State Bureau of Procurement, 6th Floor
             Department of Administration                          Department of Administration
             P.O. Box 7867                                         101 E. Wilson Street
             Madison, WI 53707-7869                                Madison, WI 53707

             Bid responses must be received in the above office no later than Thursday, May 17, 2007, 2:00 P.M., Central
             Time. All bid responses must be accepted and time-stamped by the State Bureau of Procurement by 2:00 P.M.,
             Central Time. Bid responses not stamped by the stated date and time cannot be opened or accepted for any reason.
             Receipt of a bid response by the State mail system or a courier service does not constitute receipt of a bid response
             by the State, for purposes of this RFB.

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

                          Vendor’s name and address
                          Request for bid title                   Polycom & Tandberg Compressed Video Conferencing
                          Request for bid number                  27879-LAA
                          Request for bid due date                May 17, 2007, 2 P.M. Central Time

      3.3    BID RESPONSE ORGANIZATION AND FORMAT
             Bid responses must be typed and submitted on 8.5 x 11-inch paper and securely bound. Each section of the bid
             response must be organized and labeled clearly with the correct RFB section numbers. Responses to statements
             should be “does comply” or “does not comply”. The following bid submission checklist outlines the components of
             the RFB response.

             Bid Response Submission Checklist and Organization
     Deliverable                   Description
     TAB 1                         Enclose Request for Bid Cover Sheet. (RFB form DOA-3070) to be signed by an officer
     RFB Cover Sheet               of your company as page 1 of the RFB response. Check the MBE preference checkbox
                                   if you claim MBE preference (you must be a State of Wisconsin Certified Minority
                                   Business Enterprise to claim the preference). The signed form with total bid pricing
                                   must be submitted with the RFB response as the first page of your document.
                                                                                                         11
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

     TAB 2                       Include an introduction letter from the person who is responsible for decisions as to the
     Introduction Letter         prices being offered in the response or by a person who has been authorized in writing
                                 to act as agent for the person responsible for the decision on prices.

                                 By submitting a response, the vendor’s signatories certify that in connection with this
                                 procurement: (a) the vendor’s organization or an agent of the vendor’s organization has
                                 arrived at the prices and discounts without consultation, communication or agreement
                                 with any other respondent or with any competitor for the purpose of restricting
                                 competition, (b) the prices, discounts, or margins quoted in the response have not been
                                 knowingly disclosed by the vendor’s organization or by an agent of the vendor’s
                                 organization and will not be knowingly disclosed by same, directly or indirectly, to any
                                 other respondent or to any competitor, and (c) no attempt has been made or will be
                                 made by the vendor’s organization or by any agent of the vendor’s organization to
                                 induce any other person or firm to submit or not to submit a response for the purpose of
                                 restricting competition.
     TAB 3                       Provide a narrative summary of the response being submitted. This summary should
     Management Summary          identify all product(s) and/or service(s) that are being offered in the response. A brief
                                 description of the vendor’s organization and its history may also be included.

                                 Bidders must describe their experience and capabilities in providing similar (in size,
                                 complexity, etc.) services to those required. Be specific and identify projects, locations,
                                 dates and results. Provide contact information if different from the references required
                                 in Section 2.8.
     TAB 4                        Completed General Bid Requirements Response (Section 4.0).
     General Bid Requirements     Completed Bid Specification and Response Table (Section 5.0).
     Bid Specifications
     TAB 5                        Manufacturer Price List, EXCEL format (Section 6.0).
     Pricing                      Manufacturer Price List, EXCEL format on CD (Section 6.0).
                                  Polycom Pricing Schedule (Section 6.1).
                                  Tandberg Pricing Schedule (Section 6.2).
                                  Hourly Rates (Section 7.1).
     TAB 6                        Post-Warranty System/Component Maintenance Pricing (Section 8.0).
     Post Warranty Information
     and Pricing
     TAB 7                        Complete response to Section 11.0.
     Contract Terms and
     Conditions
     TAB 8                        Financial Information (Section 4.1.2).
     Required Attachments         Resumes (Section 4.1.3).
                                  OEM Certification Documents (Section 5.1.2).
     TAB 9                        Vendor Information (DOA-3477, Attachment A).
     Required Forms               Vendor References (DOA-3478, Attachment B).
                                  Wisconsin’s Cooperative Purchasing (DOA-3333, Attachment C).
                                  Designation of Confidential and Proprietary Information (DOA-3027, Attachment D).
                                  Debarment Form (Attachment E).
                                  Lobbying Form (Attachment F).
                                  Disclosure of Lobbying Activity (Attachment G).
                                  Taxpayer Identification Number (TIN) Verification (Attachment H).
                                  Vendor Purchasing Card Information (Attachment I).
                                                                                                         12
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

      3.4    RESPONSE ACCEPTANCE
             Responses that do not comply with instructions or are unable to comply with requirements/specifications contained
             in this RFB may be rejected by the State. The State retains the right to accept or reject any or all responses, or
             accept or reject any part of a response deemed to be in the best interest of the State. The Department of
             Administration shall be the sole judge as to compliance with the instructions in this RFB.

      3.5    RESPONSE REVIEW
             Responses will be reviewed by the State to verify that they meet all specified requirements in this RFB. This
             verification may include contacting references furnished in the vendor’s response, requesting reports on the vendor’s
             financial stability, conducting site visits, product demonstrations, requesting resumes of employees who will support
             contracts, and reviewing results of past awards to the vendor by the State of Wisconsin.
      3.6    METHOD OF AWARD
             The State of Wisconsin Department of Administration shall be the sole judge of awarding this bid. Award(s) will be
             made on the basis of responsible bidder(s) that are judged to be in the best interest of the State. Bids must meet all
             bid specifications, standard terms and conditions, and supplemental terms and conditions. Single or multiple
             award(s) deemed to be in the best interest of the State may be made from this RFB and such decisions will be at the
             sole discretion of the Department of Administration.

             The award (s) will be based upon multiple sample configurations for each manufacturer that the Department of
             Administration has determined. The Department of Administration will price each configuration using the discounts
             and price list(s) submitted by vendors. Upon request, the configurations that will be used shall be available at the
             time of the bid opening.
                                                                                                          13
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________


4.0      GENERAL BID REQUIREMENTS RESPONSE
         Provide a point by point response to each general bid requirement in this RFB. Responses must be in the same
         sequence as they appear in this RFB. Responses must indicate ―does comply‖ or ―does not comply‖ for each
         requirement. A brief explanation of how each requirement can be met or cannot be met must be included. All
         requirements are considered mandatory unless otherwise designated:

         (m)      = Mandatory Bid Requirement
         (d)      = Desirable Bid Requirement
         (i)      = Informational Specification

         Failure to respond to a requirement may result in rejection of a bidder’s response.

         Requirement                                                                   Does            Brief Explanation
                                                                                      Comply
                                                                                        or
                                                                                       Does
                                                                                       Not
                                                                                      Comply
4.1      ORGANIZATIONAL CAPABILITIES

 4.1.1   (m) Bidders must describe the business and financial relationship
         between the bidder and any other organizations providing services
         under this response. This includes any sub-contractors, business
         partners, consortium arrangements, or any other contractual
         obligations between the responder and any other business to provide
         any service under this response. Be specific, particularly concerning
         financial relationships, implementation responsibilities, project
         coordination, etc. Clearly designate the primary contractor. Use the
         Brief Explanation column to provide this information.
 4.1.2   (m) To help alleviate the State’s concern regarding the financial
         stability of companies in the IT Industry, bidder must provide, but not
         limited to, Annual Reports, Earnings statements, 10K or 10Q reports.
         Include information under Tab 8 of bid response.
 4.1.3   (m) Bidder must provide resumes describing the educational and
         work experiences for each of the key staff who will be assigned to the
         State’s account. If different staff will be assigned to different areas of
         any resulting contract(s) (e.g., sales staff, service staff, order
         placement staff, billing staff, etc.) include resumes on all individuals,
         by area. Include information under Tab 8 of bid response.
4.2      CONTRACT SUPPORT

 4.2.1   (m) Vendor shall appoint a single-point-of contact who will address
         issues including, but not limited to:
          Pre-sales selection of appropriate hardware and software.
          Product ordering and delivery.
          Billing, invoices and remittances.
 4.2.2   (m) Vendor shall explain in the Brief Explanation column how the                      Vendor Response:
         following will be addressed:                                                           Trouble reporting
          Trouble reporting.
          Trouble resolution.
          Help desk services.                                                                  Trouble resolution
          Billing matters.
          Consultation.
                                                                                                          14
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

          Overall contract management.                                               Help desk services


                                                                                      Billing matters


                                                                                      Consultation


                                                                                      Overall contract management



 4.2.3   (m) Vendor shall provide staff in sufficient number to meet the terms
         of this contract.
 4.2.4   (m) Vendor shall apprise DOA’s Contract Administrator of changes
         in dedicated staff, contact information and/or responsibilities as far in
         advance as possible. Vendor and DOA’s Contract Administrator
         shall meet within thirty (30) days following contract award to discuss
         and mutually agree to content and method for delivering this
         information.
 4.2.5   (m) Vendor’s staff shall be knowledgeable of the terms of the State’s
         contract.
 4.2.6   (m) Vendor’s staff must respond to customer inquiries either by
         email or telephone within one (1) business day after customer makes
         the inquiry. If the question or problem cannot be addressed within
         that timeframe, vendor staff shall provide a reasonable date by which
         they will be able to respond. Status updates shall be provided by
         committed due dates.
 4.2.7   (m) Vendor shall notify DOA’s Contract Administrator of
         circumstances that may reduce vendor staff availability during normal
         business hours (e.g., vacations, all-day company meetings, etc.).
         Vendor and DOA’s Contract Administrator shall meet within thirty
         (30) days following contract award to mutually agree to
         circumstances, content and method of notification.
 4.2.8   (m) Vendor shall provide DOA’s Contract Administrator as much
         advance notification as legally possible regarding acquisitions,
         mergers or centralization efforts that could affect this contract. The
         Sate retains the option to negotiate and implement benefits of an
         acquisition, merger or centralization effort that may be in the State’s
         best interest.
4.3      BID PRICES

 4.3.1   (m) Bid prices of equipment shall include:
          Equipment with all standard components/parts as packaged by the
           manufacturer (shipping and delivery IS NOT a separate item – FOB
           Destination statewide means delivery is at the seller’s expense).
          Operating instructions, operating manuals and/or maintenance
           manuals.
 4.3.2   (m) Only current production equipment shall be bid. Bidding
         discontinued equipment is not acceptable.
4.4      FIRM DISCOUNTS AND PRICING

 4.4.1   (m) Contract(s) shall be awarded based on the percentage of discount
         off of manufacturer list prices.
                                                                                                          15
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________


         Discount percentages shall be firm for the life of the contract.

         Hourly costs shall be firm for the term of the contract.

         Discounts are to be bid F.O.B. Destination which means the price for
         goods includes delivery at the seller’s expense to any statewide
         location.
4.5      PRICE CHANGES
 4.5.1   (m) Price reductions passed on to other customers occasioned
         because of a competitive “softening” of the market are to be
         correspondingly offered at the same ratio to the State. Prices may be
         lowered at any time. Failure on the part of the vendor to promptly
         accord such industry-wide price decreases may constitute a breach
         and the contract may be cancelled. DOA’s SBOP reserves the right
         to award any cancelled contract to the next lowest bidder if it is
         determined to be in the State’s best interest. In the event of a
         decrease in price, the vendor shall immediately notify DOA’s
         Contract Administrator of such decreases and issue revised
         manufacturer lists to cover this reduction. The decrease in prices
         shall become effective on the same date as the decrease is effective to
         the vendor.
4.6      REPORTS, RECORDKEEPING AND RECORD RETENTION

 4.6.1   (m) The vendor shall establish and maintain adequate records of all
         purchases against this contract and provide, on a semi-annual basis,
         DOA’s Contract Administrator with this information. Format,
         content and delivery of reports shall be determined jointly by DOA’s
         Contract Administrator and the vendor within thirty (30) days of
         contract award. Reports may also be requested by DOA’s SBOP or
         any designated agency representative.
 4.6.2   (m) Duly authorized representatives of the State and the Wisconsin
         Legislative Audit Bureau shall have the right to audit, review,
         examine, and copy or transcribe any pertinent records or documents
         relating to any contract resulting form this RFB.
 4.6.3   (m) Vendor shall retain records of all purchases associated with this
         contract for a period not less than three (3) years after final payment
         is received.
 4.6.4   (m) Upon request, vendor shall provide purchasing agencies and
         authorized user entities a report of their previous six month’s spend
         against the contract. Format and content shall be based on that
         mutually agreed to by DOA’s Contract Administrator and vendor.
4.7      GEOGRAPHIC COVERAGE

 4.7.1   (m) Vendor shall be able to deliver equipment, provide training and
         meet with purchasing agencies as requested everywhere within the
         State. Vendors may use subcontractors but will be responsible for the
         performance of the subcontractors. Subcontractors must meet all of
         the requirements specified by the contractor (also reference Section
         2.12).
                                                                                                          16
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________


5.0           BID SPECIFICATION AND RESPONSE TABLE
              Provide a point by point response to each bid specification requirement in this RFB. Responses to bid specification
              requirements must be in the same sequence as they appear in this RFB. Responses must indicate ―does comply‖ or
              ―does not comply‖ for each requirement. A brief explanation of how each requirement can be met or cannot be met
              must be included. All requirements are considered mandatory unless otherwise designated.

              (m)      = Mandatory Bid Specification
              (d)      = Desirable Bid Specification
              (i)      = Informational Specification

              Failure to respond to a requirement may result in rejection of a bidder’s response.

                                                                                     Does
                     Polycom and Tandberg Compressed                                Comply          Brief Explanation
                       Video Conferencing Equipment,                                  or
                    Accessories, Maintenance and Software                            Does
                                                                                     Not
                              Bid Specifications                                    Comply
5.1             ORIGINAL EQUIPMENT MANUFACTURER
      5.1.1     (m) Vendor shall be an OEM, or a direct authorized dealer of
                the OEM, of the product(s) which vendor bids to furnish the
                State.
      5.1.2     (m) Vendor shall be currently authorized by the original
                Equipment Manufacturer (OEM) to sell, install and service
                OEM’s product(s) in the State of Wisconsin.. Vendor shall
                include in their response a copy of all relevant certification
                documents. Include information under Tab 8 of the bid
                response.
      5.1.3     (m) Vendor shall retain current or more advanced OEM
                certification for the entire term of the contract. Failure to do
                so will result in breech of contract allowing the State the
                option to cancel the contract and award to the next lowest
                bidder.
      5.1.4     (i) OEM certifications are required for major components
                only and not miscellaneous hardware that may be necessary
                for the installation of a complete video conferencing room.
      5.1.5     (m) In the event a manufacturer is bidding and wants to
                authorize dealers or distributors to process orders, a listing of
                these firms must be included with the bid response.
                Additionally, manufacturer must include a letter from each
                dealer or distributor listed that they will accept all terms and
                conditions and pricing as submitted by the manufacturer.
                Manufacturer will remain fully responsible if for any reason
                the dealer or distributor fails to uphold contractual
                obligations.
5.2             EQUIPMENT

      5.2.1     (m) All products supplied under this contract shall be new
                factory-sealed OEM products. Used, remanufactured,
                refurbished or non-OEM products will not be accepted.
                Vendor shall provide certification that no attachments or parts
                have been substituted or applied contrary to manufacturer’s
                                                                                                          17
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

              recommendation and standard practices.
      5.2.2   (m) Vendor shall maintain or have access to an adequate
              supply of approved OEM systems and components to provide
              State purchased systems complete sales, service and
              maintenance for at a minimum the life of the contract.
      5.2.3   (m) Vendor shall honor the manufacturer’s standard warranty           Vendor response:
              of all equipment bid. Describe warranties in the Brief                Warranty Information
              Explanation column.




      5.2.4   (m) All electrical components must be UL listed. Custom
              made components may be excluded if the purchasing agency
              is in agreement.
      5.2.5   (m) Equipment shall be delivered in standard containers so
              constructed as to ensure acceptance by common or other
              carriers for safe transportation at the lowest rate to the point of
              destination.
      5.2.6   (m) Upon notification by a purchasing agency, duplicate
              shipments or over shipments must be removed at vendor’s
              expense. If such goods are not removed within thirty (30)
              days of written notification, the purchasing agency reserves
              the right to dispose of them as its own property and will not
              be held liable for the cost of either the equipment or its
              disposal.
      5.2.7   (m) The State shall incur NO additional cost for equipment
              purchases including but not limited to shipping and restocking
              costs.
      5.2.8   (m) New products announced by the manufacturer(s) may be
              added to this contract at the discretion of DOA’s SBOP and
              DOA’s Contract Administrator. Prices and discounts must
              conform to other like items on the contract.
      5.2.9   (m) Vendor shall notify DOA’s SBOP and DOA’s Contract
              Administrator of new or discontinued items within ten (10)
              business days following manufacturer notification to vendor.
  5.2.10      (m) The State reserves the right to reject any shipments that it
              deems to be faulty. Such shipments shall be returned at the
              vendor’s expense. The State will not be responsible for
              charges incurred as a result of the defective product.
  5.2.11      (m) Should vendor be unable to furnish an acceptable
              product, the State may elect to purchase from another vendor
              such quantities as may be needed to fulfill immediate
              requirements. Any difference in cost between the contract
              price and the price of such shipments from another vendor
              shall be deducted from monies which may be due the vendor.
5.3           NETWORK INTERFACE
      5.3.1   (m) Video conference units, appropriately configured, shall
              operate correctly on any of the following networks: the
              State’s AT&T Software Defined Data Network (SDDN), the
              BadgerNet Converged Network (BCN) IP video network, and
              the public Internet. This means calling and being called on
              one, two or three ISDN or comparable switched digital
                                                                                                          18
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

              service lines at speeds ranging from 112/128 kbps to 336/384
              kbps. Or, calling and being called using H.323 IP.
      5.3.2   (m) Video conference units, including codec and
              multiplexing equipment, shall operate correctly with UW-
              Extension’s Polycom/Accord Multipoint Control Units. This
              means calling and being called by the MCU on one, two or
              three ISDN or comparable switched digital service lines at
              speeds ranging from 112/128 kbps to 336/384 kbps. Or,
              calling and being called using H.323 IP.
      5.3.3   (m) Video conference units, including codec and
              multiplexing equipment, shall operate correctly over the
              PSTN digital network and the Internet to other state and non-
              state video sites. This means calling and being called on one,
              two or three ISDN or comparable switched digital service
              lines at speeds ranging from 112/128 kbps to 336/384 kbps.
              Or, calling and being called using H.323 IP.
5.4           ORDERS AND DELIVERY
      5.4.1   (m) Vendor shall place orders to OEM within one (1)
              business day following receipt of a properly executed order
              from purchasing agency.
      5.4.2   (m) Vendor shall provide purchasing agency confirmation of
              OEM order placement within two (2) business days after
              placing order. An estimated delivery date shall be included.
      5.4.3   (m) Vendor may receive purchasing agency order requiring
              all components be delivered at the same time. Purchasing
              agency shall incur no additional charges, including but not
              limited to, equipment warehousing or re-delivery.
      5.4.4   (m) Vendor shall bill purchasing agency only after products
              have been physically delivered to the State.
      5.4.5   (m) Vendor shall deliver products to the address specified on
              the purchase order.
      5.4.6   (m) Delivery time must be mutually agreed to by purchasing
              agency and vendor.
      5.4.7   (m) Delivered products are to be set in an area designated and
              approved by the purchasing agency.
      5.4.8   (m) Vendor shall communicate to the purchasing agency
              unexpected changes to estimated delivery date within one (1)
              business day after OEM notification to vendor.
      5.4.9   (i) F.O.B. Destination Installed means purchasing agency
              requires on-site installation of equipment at the address
              specified on the purchase order. Purchasing Cards may not be
              used for installation services.
5.5           INSTALLATION AND SUPPORT REQUIREMENTS

              The following is a preliminary analysis of the major tasks
              involved in developing the end product. The Vendor is not
              constrained from supplementing this listing with additional
              steps, subtasks or elements deemed necessary to permit the
              development of alternative approaches or the application of
              proprietary analytical techniques.

      5.5.1   PRE-INSTALLATION AND/OR
              SYSTEM/SOFTWARE/APPLICATION UPDATE
                                                                                                         19
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

           REQUIREMENTS
 5.5.1.1   (i) Purchasing agency may require vendor to attend an on-site
           consultation/informational meeting to discuss potential
           system purchase and/or updates and changes.
 5.5.1.2   (m) Vendor shall provide pre-sales consultation/support, at
           no additional cost, to the purchasing agency. This may
           include but is not limited to an on-site visit.
 5.5.1.3   (m) Consultation service shall be included at no additional
           cost to assist purchasing agency with on-site evaluation
           assessment and recommendations to include but not limited
           to:
            Lighting.
            Acoustics, including wall, ceiling and floor treatments,
             microphone and mixing equipment, speakers, furniture and
             any other elements needed to guarantee audio and video
             quality.
            Layout, including camera angles and viewing angles.
            Demarc run, which includes determining the best routing
             method of transporting audio, video and data from the video
             room to the network demark (coax, fiber, run lengths
             associated).
            Electrical capacity, including power and outlet location
             recommendations.
 5.5.1.4   (m) Vendor shall furnish written, itemized quotations.
           Quotations shall include consistent terminology, equipment
           part numbers, quantity and subtotals. Any application
           development costs, labor costs and installation costs are to be
           itemized separately before added to the final totals.
 5.5.1.5   (m) Vendor shall appoint a project manager as a single point
           of contact from pre-installation through system acceptance.
           The project manager must have vendor decision authority,
           understand the terms and conditions of the State’s contract
           and be highly knowledgeable of the product (hardware,
           software, functionality, programming options, etc.).
 5.5.1.6   (m) Purchasing agency shall not be required to provide a
           down payment at time of order placement.
 5.5.1.7   (m) Vendor shall specify equipment power consumption and
           recommended branch circuit breaker rating for each piece of
           equipment.
 5.5.1.8   (m) Vendor shall specify environmental requirements of
           proposed equipment.
 5.5.1.9   (m) Vendor shall identify subcontractors that will participate
           in any part of system installation. Per Section 2.12,
           purchasing agency shall have final authority as to which
           subcontractors may be used.
5.5.1.10   (m) Parking of vendor vehicles shall be in compliance with
           agency and city rules and regulations. Vendor shall be
           responsible for parking arrangements and associated expense.
   5.5.2   INSTALLATION AND/OR
           SYSTEM/SOFTWARE/APPLICATION UPDATE
           REQUIREMENTS
                                                                                                          20
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

 5.5.2.1      (m) Installation and updates/changes shall be performed or
              supervised only by personnel who have successfully
              completed the manufacturer’s appropriate factory training
              programs(s). Vendor shall certify the experience and factory
              training of all craft, software programmers and supervisory
              personnel who will perform installation.
 5.5.2.2      (m) Vendor and vendor’s representatives shall follow and
              adhere to all OSHA requirements and standards.
 5.5.2.3      (m) Work performed by the vendor shall conform to all
              applicable provisions of Federal, State, county, city and local
              codes or ordinances, Part 68 of the Federal Communications
              Commissions Rules and Regulations, the tariffs of the
              Wisconsin Public Service Commission, the latest Edition of
              the National Electric Code, the Building Code and all local
              codes and ordinances, as applicable. EIA/TIA Documents
              shall be adhered to during installation activities. Should
              conflicts exist with the foregoing, the authority having
              jurisdiction for enforcement shall have the responsibility for
              making interpretation.
 5.5.2.4      (m) Vendor shall maintain a work area free of debris, trash,
              empty cable reels, scrap cable, etc. and dispose of such items
              on a daily basis.
 5.5.2.5      (m) Vendor shall provide building protection to walls and
              floors as required maintaining startup condition of building.
 5.5.2.6      (m) Vendor shall be responsible for repairing any damage
              caused to the facility as a result of vendor activity.
              Restoration shall be equal to or better than facility condition
              at startup.
 5.5.2.7      (m) Vendor shall adhere to the purchasing agency’s required
              working hours, building access and safety requirements
              procedures.
 5.5.2.8      (m) Parking of vendor vehicles shall be in compliance with
              purchasing agency and city rules and regulations. Vendor
              shall be responsible for parking arrangements and associated
              expense.
5.6           VERIFICATION AND SYSTEM ACCEPTANCE
              PERIOD

      5.6.1   (m) Verification and System Acceptance must be agreed to as
              applicable and stated in attached riders:
              - Hardware Rider
              - Software Rider
              - Software Development Rider
              - Personal Services Rider
      5.6.2   (m) In acknowledgement of hardware/software/application
              dependencies, it will be the vendor’s responsibility to
              determine and resolve any hardware/software/application
              problems, meeting all acceptance and performance
              requirements.
      5.6.3   (i) Acceptance is when the equipment is installed (either by
              the purchasing agency or the vendor), equipment is in good
              working order and made operational in accordance with
              standard specifications, and the equipment is accepted by the
                                                                                                          21
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

              purchasing agency, or if applicable, after on-site training.
      5.6.4   (m) Acceptance shall be completed only after mutually
              agreed to by the purchasing agency and vender. Acceptance
              shall be confirmed in writing.
      5.6.5   (m) All products must perform the function(s) for which it
              was designed as specified in the vendor’s product literature
              and/or manufacturer’s OEM manuals. For a period of thirty
              (30) days following acceptance by the State, products that fail
              to perform as specified shall be replaced at vendor’s expense.
5.7           DOCUMENTATION
      5.7.1   (m) Vendor shall have available OEM provided equipment             Vendor response:
              technical manuals if made available by manufacturer.               OEM Technical Manuals
              Electronic versions shall also be available. Should
              manufacturer not provide technical manuals, vendor must
              provide purchasing agency, at a minimum, a user guide.
              Describe availability and applicable costs in the Brief
              Explanation column.
5.8           WARRANTY
      5.8.1   (m) Equipment and software must operate in accordance with         Vendor response:
              the manufacturer’s standard specifications and                     Equipment Warranties
              documentations with a warranty for a minimum period of
              one (1) year to begin after system acceptance (reference
              Section 5.6).

              In the Brief Explanation column provide a description of
              the warranties, what’s included and what’s not included.
      5.8.2   (m) Vendor shall provide the following response times,
              including labor and materials cost, throughout the warranty
              period, after system acceptance:
               No more than four (4) business hours for major failure.
               No more than eight (8) business hours for minor failure.

              Major and minor failures are defined in Section 2.0,
              Definitions.
      5.8.3   (m) Repairs and replacement under the warranty is to be at no
              charge for parts, service and labor to the purchasing agency.
      5.8.4   (m) Warranty for software includes, at no additional cost,
              updates and upgrades throughout the warranty period.
      5.8.5   (m) During warranty period vendor shall have available
              loaner equipment with functionality equivalent to that
              purchased by the State if a component requires repairs that
              cannot be corrected on site. The State shall incur no
              additional cost including but not limited to shipping, delivery
              and installation. Loaner equipment shall be on purchasing
              agency site, installed and operational within twenty-four (24)
              hours following determination that a component under
              warranty must be sent off-site for repairs.
      5.8.6   (m) During manufacturer warranty period, vendor shall have
              available “critical spares” to handle major failures. Critical
              spares shall be at the purchasing agency’s video site, installed
              and operational within twenty-four (24) hours following
              determination that a major failure has occurred.
                                                                                                          22
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

5.9           MAINTENANCE
      5.9.1   (m) Post-warranty system maintenance agreements shall be
              available to purchasing agencies for second and subsequent
              years following the purchase. Agencies shall have the option
              of purchasing such maintenance agreements on either an
              entire system or only specific components of a system.
      5.9.2   (m) In the event a specific piece of equipment fails three (3)
              times in two (2) consecutive months, or four (4) times in any
              twelve (12) months during a maintenance agreement period,
              Vendor shall replace the defective equipment at their expense.
      5.9.3   (m) Vendor shall offer an hourly rate for post-warranty on-
              site maintenance. Response requirements shall be the same as
              those described in Section 5.8.2. This rate will remain fixed
              for the term of the contract. Vendor may request a review of
              the bid rate if optional contract extensions are exercised. It
              will be the Vendor’s responsibility to prove to the State that a
              modification to this rate is justified. Hourly labor rates shall
              be provided in Section 7.0.
      5.9.4   (m) Hourly post-warranty on-site maintenance must be
              billable in fifteen (15) minute increments. Billable on-site
              time may be rounded up to the next quarter hour. The
              minimum billable increment shall be fifteen (15) minutes.
5.10          RESPONSE REQUIREMENTS

  5.10.1      (m) Vendor shall provide a toll-free number, available 24 x 7
              x 365 that purchasing agencies may use to notify the vendor
              that a problem exists.
  5.10.2      (i) Major Failure – This is defined as any time a compressed
              video system or related peripheral equipment fails to power
              up and/or function for its designed purpose after the customer
              has confirmed that all electrical, network, and peripheral
              connections have been properly made
  5.10.3      (i) Minor Failure – This is defined by the State as any failure
              that does not impair delivery of a presentation using the
              necessary room system equipment.
  5.10.4      (m) The State shall be the sole judge of whether a problem is
              a major or minor failure.
  5.10.5      (m) The trouble reporting process shall include:                   Section 5.10.5 has been rescinded effective
               Assignment of a ticket/tracking number or method to              April 30, 2007.
                reference reported trouble in subsequent contacts.
               A technician working for the vendor must begin diagnosis
                within fifteen (15) minutes after a trouble report has been
                made.
               The State prefers diagnosis of a trouble be completed within
                one (1) hour after reported. This must include
                determination of the steps required to resolve the trouble
                and reporting status to the site contact.
               Should diagnosis of a trouble require in excess of one (1)
                hour, vendor and site contact shall mutually agree to an
                alternate time interval. The alternate time interval must be
                logged into the open trouble report.
               Vendor trouble report logs must be updated, at a minimum,
                at least once an hour and shall include communication of
                                                                                                          23
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

             status to the reporting agency on-site contact.
            If dispatch for on-site assistance is required vendor must
             communicate on-site time of arrival to the site contact and
             adhere to the dispatch on-site response times described in
             Section 5.8.2.
            The state reserves the right to escalate problem resolution on
             behalf of the customer.
            Open trouble report shall be considered resolved (ticket
             closed) only by mutual agreement of the agency reporting
             the trouble and the vendor.
  5.10.6   (m) Vendor shall provide the following response times
           throughout the term of the contract:
            No more than four (4) business hours for major failures.
            No more than eight (8) business hours for minor failures.
  5.10.7   (m) Vendor shall be liable for costs incurred if an alternate
           vendor must be called due to non-response in the timeframes
           stated.
  5.10.8   (m) Vendor shall maintain and provide to DOA’s Contract
           Administrator current information including company
           employee names, company employee contact information and
           escalation information throughout the term of the contract.
           Information is required at the beginning of each quarter or
           within ten (10) business days following a change to the
           current information. Format and method of delivery shall be
           mutually agreed by DOA’s Contract Administrator and
           vendor within forty-five (45) days of contract award.
5.11       TRAINING REQUIREMENTS
  5.11.1   (m) Vendor shall provide designated purchasing agency staff,
           upon request, training on the operation and routine
           maintenance procedures for all purchased equipment.
  5.11.2   (m) On-site, on-line, or training via video must be available      Vendor Response:
           on identical equipment to that being provided under the            Training Program
           contract. Provide a description of your training program in
           the “Brief Explanation” column.
  5.11.3   (m) Initial training shall be included in the equipment
           pricing. Initial training is NOT a separate billable item.
  5.11.4   (m) Additional training shall be available on request at any
           time during the contract term.
  5.11.5   (m) Additional hourly on-site training must be billable in
           fifteen (15) minute increments. Billable on-site time may be
           rounded up to the next quarter hour. The minimum billable
           increment shall be fifteen (15) minutes.
5.12       PAYMENT TERMS AND INVOICING
  5.12.1   (m) Payment terms and invoicing shall be in accordance with
           Section 11.0 of the Standard Terms and Conditions.
           Failure to meet invoicing requirements may result in the
           purchasing entity withholding payment.
  5.12.2   (m) Invoices must be received in a timely manner, be
           accurate, detailed and show discounted prices.
  5.12.3   (m) Vendor invoices shall be submitted to the purchasing
           agency within thirty (30) days of equipment acceptance.
           Invoices shall be sent to the address specified by the
                                                                                                          24
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

          purchasing agency. If the vendor offers invoice discounts for
          quick payment such discounts must be extended to the State.

6.0    VIDEO CONFERENCINGEQUIPMENT PRICING
       Instructions for submission of video conferencing equipment pricing:
       Vendor have the option of providing the State of Wisconsin pricing for either Polycom or Tandberg or, both Polycom
       and Tandberg compressed video conferencing solution(s). Vendor must provide pricing for ALL product category
       codes of the manufacturer(s) being bid. Vendor is responsible for adding and bidding product category codes, as
       necessary, to the tables in Sections 6.1 and 6.2.

       Pricing is to be submitted in the form of a percent of discount for each unique product category code in the
       manufacturer’s most current retail price list. This RFB is F.O.B. Destination which means the State shall incur no
       additional cost for, but not limited to, shipping, packing, insurance, transportation, set-up/instructional manuals and
       initial product training.

       Discounts must be rounded to the nearest 1/10th of a percent (e.g., 60.9% or 72.3% NOT 60.88% or 72.27%). Failure
       to provide the discounts as required may result in rejection of the offer for that manufacturer.

       In addition to completing pricing schedules for either or both Sections 6.1 and 6.2, vendor shall include
       manufacturer’s most current retail price list showing products, product descriptions, product category codes, amount
       of discount and net price for each manufacturer being bid. This information shall be provided in both hard copy and
       on CD in EXCEL format and shall be included in the bid response under TAB 5.

       6.1      POLYCOM PRICING SCHEDULE

       PRODUCT                                             EXPLANATION                                         PRODUCT
      CATEGORY                                                                                               CATGEGORY
         CODE                                                                                                 DISCOUNT
                                                                                                              SCHEDULE

    (m) Add to the         (m) Provide a brief explanation of what is included in each product category         (m) Pricing
   product category                  code (e.g., video equipment, software, accessories, etc.).                   must be
  codes, as necessary,                                                                                         submitted in
   by adding lines to                                                                                          the form of a
     the table. All                                                                                              percent of
     manufacturer                                                                                               discount for
   product category                                                                                            each product
     codes must be                                                                                            category code.
       included.                                                                                              See additional
                                                                                                              instructions in
                                                                                                                Section 6.0.
        AUD.1                                                                                                                %

        AUD.2                                                                                                              %

        AUD.3                                                                                                              %

        AUD.4                                                                                                              %

        AUD.5                                                                                                              %

        AUD.6                                                                                                              %

        AUD.7                                                                                                              %
                                                                                                         25
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

      AUD.10                                                                                           %

       VID.1                                                                                           %

       VID.2                                                                                           %

       VID.3                                                                                           %

       VID.4                                                                                           %

      ACC.1                                                                                            %

      ACC.2                                                                                            %

      ACC.3                                                                                            %

       SW.1                                                                                            %

      TIER 2                                                                                           %

      TIER 3                                                                                           %

      TIER 4                                                                                           %

      TIER 5                                                                                           %

      TIER 8                                                                                           %

      TIER 9                                                                                           %

      TIER 11                                                                                          %

      OTHER                                                                                            %
                                                                                                          26
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

        6.2      TANDBERG PRICING SCHEDULE

       PRODUCT                                               EXPLANATION                                               PRODUCT
      CATEGORY                                                                                                       CATGEGORY
         CODE                                                                                                         DISCOUNT
                                                                                                                      SCHEDULE

    (m) Add to the          (m) Provide a brief explanation of what type of equipment is included in each               (m) Pricing
   product category           product category code (e.g., video equipment, software, accessories, etc.).                 must be
  codes, as necessary,                                                                                                 submitted in
   by adding lines to                                                                                                  the form of a
     the table. All                                                                                                      percent of
     manufacturer                                                                                                       discount for
   product category                                                                                                    each product
     codes must be                                                                                                    category code.
       included.                                                                                                      See additional
                                                                                                                      instructions in
                                                                                                                        Section 6.0.
      Core Products                                                                                                                  %

    Software and                                                                                                                    %
  Bandwidth Options

      Add-Ons and                                                                                                                   %
       Upgrades

       Spare Parts                                                                                                                  %

       Professional                                                                                                                 %
         Services

        OTHER                                                                                                                       %




7.0     POST-WARRANTY HOURLY RATES

        Purchasing agencies require hourly rates for various support services including post-warranty on-site maintenance,
        installation and additional training. Post-warranty maintenance response times shall be those described in Section 5.8.2.
        Compliance with the attached Hardware, Hardware Maintenance, Software, Software Development and Personal Services
        Riders is required. Hourly rates will remain fixed for the initial term of the contract. Vendor may request a review of the bid
        rates if optional contract extensions are exercised. It will be the Vendor’s responsibility to prove to the State that a
        modification to this rate is justified.

        The State reserves the right to conduct a separate procurement for on-site post-warranty maintenance, installation and
        additional training support if it doesn’t feel that its needs are being met by the winning vendor and/or such support services
        are available at significantly less cost from another vendor.
                                                                                                         27
                                              State of Wisconsin
                                          Request For Bid 27879-LAA
       Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                     Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
__________________________________________________________________________________________________________

        7.1   HOURLY RATES
              (m) Complete the following table indicating the hourly rate for each category and in each timeframe. Bid hourly
              rates are for LABOR ONLY. Travel time to a State facility (on-site) may be billed portal-to-portal. Vendor may bill
              for a minimum of one (1) hour if necessary. Subsequent time must be billable in fifteen (15) minute increments and
              may be rounded up to the next quarter hour increment.

              Pricing must be provided for all categories listed in this table. Bids received without pricing for all categories may
              be rejected. These prices are the maximum the State will accept for the term of the contract. The State reserves the
              right to negotiate lower prices on a project basis. The state reserves the right to deal with other vendors if pricing for
              these services is deemed unacceptable.

   Hours of Business                                      TOTAL               TOTAL              TOTAL                TOTAL
                                                       Equipment           Technical         Consulting,              On-Site
                                                         Repair            Support &           System                  Visit
                                                       Hourly Rate          Training         Integration              Hourly
                                                                             Hourly           & Project                Rate
                                                                              Rate           Management
                                                                                             Hourly Rate
   State Business Hours (7:45 a.m. to 4:30 p.m.,      $                   $                  $                    $
   Monday - Friday)

   State Non-Business Hours (anything outside         $                   $                  $                    $
   of State Business Hours)

   State Holiday Hours                                $                   $                  $                    $



   Vendor Holiday Hours                               $                   $                  $                    $

   (m) List vendor holidays:

   1.

   2.

   3.

   4.

   5.

   6.

   7.
                                                                                                          28
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

8.0    POST-WARRANTY SYSTEM/COMPONENT MAINTENANCE PLAN PRICING
       (m) Purchasing agencies may require post warranty system/component maintenance plan agreements (hardware, software
       and applications) for second and subsequent years of operation. Purchasing agencies shall have the right to determine which
       system(s) or specific component(s) of systems they wish to have under maintenance agreements. The State prefers the
       availability of options ranging from full maintenance agreements to preventative maintenance agreements. These agreements
       require compliance with the attached Hardware, Hardware Maintenance, Software, Software Development and Personal
       Services Riders.

       The State requires information regarding what options and flexibility is available with the purchase of post-warranty
       system/component maintenance agreements. Briefly explain agreement options, what’s included and what is not included,
       pricing models and recommend methods to minimize or defray hardware maintenance and support agreement costs.
       Attachments with full description, terms and scope of services provided shall be included under TAB 6.

Maintenance Plan Description                                                                                    Cost
                                                                                                                $

                                                                                                                $

                                                                                                                $

                                                                                                                $

9.0    TECHNOLOGY DEVELOPMENT
       As the vendor prepares to introduce new technologies, the State may be interested in developing pilot programs. Vendor
       must provide the State’s Contract Administrator an ongoing description of emerging technology plans throughout the term of
       the contract.

       Vendor must provide the State with a minimum of one (1) session per year to update the State on new and emerging
       products, services and technologies. Vendor must also be available to provide State agencies with technology update
       sessions as requested.

10.0   SPECIAL CONTRACT TERMS AND CONDITIONS

       10.1    PAYMENT REQUIREMENTS
               Refer to Section 11.0, PAYMENT TERMS AND INVOICING of the Standard Terms and Conditions, DOA – 3054.

       10.2    EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT
               In the event of contract award, the contents of this RFB (including all attachments), RFB addenda and revisions, and
               the bid response of the successful proposer, and additional terms agreed to, in writing, by the agency and the vendor
               shall become part of the contract. Failure of the successful proposer to accept these as a contractual agreement may
               result in a cancellation of award.

               The following priority for contract documents will be used if there are conflicts or disputes.

                        Official Purchase Orders
                        Vendor’s Bid Response Dated May 17, 2007 (Due date)
                        State Request for Bid Dated April 13, 2007, (Issue date)
                        Standard Terms and Conditions
                        Supplemental Standard Terms and Conditions
                        State of Wisconsin Hardware Rider
                        State of Wisconsin Hardware Maintenance Rider
                        State of Wisconsin Software Rider
                                                                                                          29
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

                             State of Wisconsin Software Development Rider
                             State of Wisconsin Personal Services Rider

           10.3     TERMINATION OF CONTRACT
                    The State may terminate the contract at any time at its sole discretion by delivering thirty (30) days written notice to
                    the vendor. Upon termination, the State’s liability will be limited to the value of the cost of the products and service
                    provided as of the date of termination plus expenses incurred with the prior written approval of the State.

                    In the event that the vendor terminates the contract, for any reason whatsoever, vendor shall refund to the State
                    within ten (10) days of said termination all payments made hereunder by the State to the vendor for items/work not
                    delivered or not accepted by the State. Such termination requires written notice delivered by the vendor to the State
                    not less than ninety (90) days prior to said termination.

                    The contract may also be suspended or terminated for the following reasons:
                           Non-appropriation of funds.
                           Failure to comply with the terms and conditions of the contract.
                           Failure of the vendor to comply with all applicable laws, regulations, rules and standards of the State of
                            Wisconsin.

11.0       CONTRACT TERMS AND CONDITIONS
           This section describes standard and special contractual considerations which bidders should understand up-front before
           soliciting business with the State. The State will require the contract resulting from this RFB include the contract elements
           detailed in Section 10.2.

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

           After reviewing the Contract Terms and Conditions, please complete the following table:

                             Questions                                                        Bidder’s Response
1.     Is your company prepared to accept the contract terms
       detailed in this RFB should it be awarded the contract?

2.     What, if any, contract terms and conditions does your
       company have concerns with?

3.     For any of the contract terms and conditions what would
       your company submit for replacement?
                                                                                                          30
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

Wisconsin Department of Administration
Chs. 16, 19, 51
DOA-3054 (R10/2005)
Page 1 of 3
                                               Standard Terms And Conditions
                                                (Request For Bids / Proposals)
1.0   SPECIFICATIONS: The specifications in this request are                         be expressed in bid/proposal documents and
      the minimum acceptable. When specific manufacturer and                         contracts or agreements.
      model numbers are used, they are to establish a design,
      type of construction, quality, functional capability and/or             6.3    In determination of award, discounts for early
      performance level desired.            When alternates are                      payment will only be considered when all other con-
      bid/proposed, they must be identified by manufacturer,                         ditions are equal and when payment terms allow at
      stock number, and such other information necessary to                          least fifteen (15) days, providing the discount terms
      establish equivalency. The State of Wisconsin shall be the                     are deemed favorable. All payment terms must
      sole judge of equivalency.            Bidders/proposers are                    allow the option of net thirty (30).
      cautioned to avoid bidding alternates to the specifications
      which may result in rejection of their bid/proposal.             7.0    UNFAIR SALES ACT: Prices quoted to the State of
                                                                              Wisconsin are not governed by the Unfair Sales Act.
2.0   DEVIATIONS AND EXCEPTIONS: Deviations and excep-
      tions from original text, terms, conditions, or specifications   8.0    ACCEPTANCE-REJECTION: The State of Wisconsin
      shall be described fully, on the bidder's/proposer's letter-            reserves the right to accept or reject any or all
      head, signed, and attached to the request. In the absence               bids/proposals, to waive any technicality in any
      of such statement, the bid/proposal shall be accepted as in             bid/proposal submitted, and to accept any part of a
      strict compliance with all terms, conditions, and specifica-            bid/proposal as deemed to be in the best interests of the
      tions and the bidders/proposers shall be held liable.                   State of Wisconsin.

3.0   QUALITY: Unless otherwise indicated in the request, all                 Bids/proposals MUST be date and time stamped by the
      material shall be first quality. Items which are used,                  soliciting purchasing office on or before the date and time
      demonstrators, obsolete, seconds, or which have been                    that the bid/proposal is due. Bids/proposals date and time
      discontinued are unacceptable without prior written                     stamped in another office will be rejected. Receipt of a
      approval by the State of Wisconsin.                                     bid/proposal by the mail system does not constitute receipt
                                                                              of a bid/proposal by the purchasing office.
4.0   QUANTITIES: The quantities shown on this request are
      based on estimated needs. The state reserves the right to        9.0    METHOD OF AWARD: Award shall be made to the
      increase or decrease quantities to meet actual needs.                   lowest responsible, responsive bidder unless otherwise
                                                                              specified.
5.0   DELIVERY: Deliveries shall be F.O.B. destination freight
      prepaid and included unless otherwise specified.                 10.0   ORDERING: Purchase orders or releases via purchasing
                                                                              cards shall be placed directly to the contractor by an
6.0   PRICING AND DISCOUNT: The State of Wisconsin quali-                     authorized agency.    No other purchase orders are
      fies for governmental discounts and its educational institu-            authorized.
      tions also qualify for educational discounts. Unit prices
      shall reflect these discounts.                                   11.0   PAYMENT TERMS AND INVOICING: The State of
                                                                              Wisconsin normally will pay properly submitted vendor
      6.1    Unit prices shown on the bid/proposal or contract                invoices within thirty (30) days of receipt providing goods
             shall be the price per unit of sale (e.g., gal., cs.,            and/or services have been delivered, installed (if required),
             doz., ea.) as stated on the request or contract. For             and accepted as specified.
             any given item, the quantity multiplied by the unit
             price shall establish the extended price, the unit               Invoices presented for payment must be submitted in
             price shall govern in the bid/proposal evaluation and            accordance with instructions contained on the purchase
             contract administration.                                         order including reference to purchase order number and
                                                                              submittal to the correct address for processing.
      6.2    Prices established in continuing agreements and
             term contracts may be lowered due to general                     A good faith dispute creates an exception to prompt
             market conditions, but prices shall not be subject to            payment.
             increase for ninety (90) calendar days from the date
             of award. Any increase proposed shall be submitted        12.0   TAXES: The State of Wisconsin and its agencies are
             to the contracting agency thirty (30) calendar days              exempt from payment of all federal tax and Wisconsin
             before the proposed effective date of the price                  state and local taxes on its purchases except Wisconsin
             increase, and shall be limited to fully documented               excise taxes as described below.
             cost increases to the contractor which are
             demonstrated to be industrywide. The conditions                  The State of Wisconsin, including all its agencies, is
             under which price increases may be granted shall                 required to pay the Wisconsin excise or occupation tax on
                                                                              its purchase of beer, liquor, wine, cigarettes, tobacco
                                                                                                          31
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

       products, motor vehicle fuel and general aviation fuel.           19.0   NONDISCRIMINATION / AFFIRMATIVE ACTION: In
       However, it is exempt from payment of Wisconsin sales or                 connection with the performance of work under this
       use tax on its purchases. The State of Wisconsin may be                  contract, the contractor agrees not to discriminate against
       subject to other states' taxes on its purchases in that state            any employee or applicant for employment because of
       depending on the laws of that state. Contractors perform-                age, race, religion, color, handicap, sex, physical
       ing construction activities are required to pay state use tax            condition, developmental disability as defined in s.
       on the cost of materials.                                                51.01(5), Wis. Stats., sexual orientation as defined in s.
                                                                                111.32(13m), Wis. Stats., or national origin. This provision
13.0   GUARANTEED DELIVERY: Failure of the contractor to                        shall include, but not be limited to, the following:
       adhere to delivery schedules as specified or to promptly                 employment, upgrading, demotion or transfer; recruitment
       replace rejected materials shall render the contractor liable            or recruitment advertising; layoff or termination; rates of
       for all costs in excess of the contract price when alternate             pay or other forms of compensation; and selection for
       procurement is necessary. Excess costs shall include the                 training, including apprenticeship. Except with respect to
       administrative costs.                                                    sexual orientation, the contractor further agrees to take
                                                                                affirmative action to ensure equal employment
14.0   ENTIRE AGREEMENT: These Standard Terms and                               opportunities.
       Conditions shall apply to any contract or order awarded as
       a result of this request except where special requirements               19.1   Contracts estimated to be over twenty-five thousand
       are stated elsewhere in the request; in such cases, the                         dollars ($25,000) require the submission of a written
       special requirements shall apply. Further, the written                          affirmative action plan by the contractor. An exemp-
       contract and/or order with referenced parts and attach-                         tion occurs from this requirement if the contractor
       ments shall constitute the entire agreement and no other                        has a workforce of less than twenty-five (25)
       terms and conditions in any document, acceptance, or                            employees. Within fifteen (15) working days after
       acknowledgment shall be effective or binding unless                             the contract is awarded, the contractor must submit
       expressly agreed to in writing by the contracting authority.                    the plan to the contracting state agency for approval.
                                                                                       Instructions on preparing the plan and technical
15.0   APPLICABLE LAW AND COMPLIANCE: This contract                                    assistance regarding this clause are available from
       shall be governed under the laws of the State of                                the contracting state agency.
       Wisconsin. The contractor shall at all times comply with
       and observe all federal and state laws, local laws,                      19.2   The contractor agrees to post in conspicuous
       ordinances, and regulations which are in effect during the                      places, available for employees and applicants for
       period of this contract and which in any manner affect the                      employment, a notice to be provided by the
       work or its conduct. The State of Wisconsin reserves the                        contracting state agency that sets forth the
       right to cancel this contract if the contractor fails to follow                 provisions    of    the  State   of   Wisconsin's
       the requirements of s. 77.66, Wis. Stats., and related                          nondiscrimination law.
       statutes regarding certification for collection of sales and
       use tax. The State of Wisconsin also reserves the right to               19.3   Failure to comply with the conditions of this clause
       cancel this contract with any federally debarred contractor                     may result in the contractor's becoming declared an
       or a contractor that is presently identified on the list of                     "ineligible" contractor, termination of the contract, or
       parties excluded from federal procurement and non-                              withholding of payment.
       procurement contracts.
                                                                         20.0   PATENT INFRINGEMENT: The contractor selling to the
16.0   ANTITRUST ASSIGNMENT: The contractor and the State                       State of Wisconsin the articles described herein
       of Wisconsin recognize that in actual economic practice,                 guarantees the articles were manufactured or produced in
       overcharges resulting from antitrust violations are in fact              accordance with applicable federal labor laws. Further,
       usually borne by the State of Wisconsin (purchaser).                     that the sale or use of the articles described herein will not
       Therefore, the contractor hereby assigns to the State of                 infringe any United States patent.           The contractor
       Wisconsin any and all claims for such overcharges as to                  covenants that it will at its own expense defend every suit
       goods, materials or services purchased in connection with                which shall be brought against the State of Wisconsin
       this contract.                                                           (provided that such contractor is promptly notified of such
                                                                                suit, and all papers therein are delivered to it) for any
17.0   ASSIGNMENT: No right or duty in whole or in part of the                  alleged infringement of any patent by reason of the sale or
       contractor under this contract may be assigned or dele-                  use of such articles, and agrees that it will pay all costs,
       gated without the prior written consent of the State of                  damages, and profits recoverable in any such suit.
       Wisconsin.
                                                                         21.0   SAFETY REQUIREMENTS: All materials, equipment,
18.0   WORK CENTER CRITERIA: A work center must be certi-                       and supplies provided to the State of Wisconsin must
       fied under s. 16.752, Wis. Stats., and must ensure that                  comply fully with all safety requirements as set forth by the
       when engaged in the production of materials, supplies or                 Wisconsin Administrative Code and all applicable OSHA
       equipment or the performance of contractual services, not                Standards.
       less than seventy-five percent (75%) of the total hours of
       direct labor are performed by severely handicapped                22.0   WARRANTY: Unless otherwise specifically stated by the
       individuals.                                                             bidder/proposer, equipment purchased as a result of this
                                                                                request shall be warranted against defects by the
                                                                                                          32
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

       bidder/proposer for one (1) year from date of receipt. The
       equipment manufacturer's standard warranty shall apply                 27.2   Any material submitted by the vendor in response to
       as a minimum and must be honored by the contractor.                           this request that the vendor considers confidential
                                                                                     and proprietary information and which qualifies as a
23.0   INSURANCE RESPONSIBILITY: The contractor perform-                             trade secret, as provided in s. 19.36(5), Wis. Stats.,
       ing services for the State of Wisconsin shall:                                or material which can be kept confidential under the
                                                                                     Wisconsin public records law, must be identified on
       23.1   Maintain worker's compensation insurance as                            a Designation of Confidential and Proprietary
              required by Wisconsin Statutes, for all employees                      Information form (DOA-3027). Bidders/proposers
              engaged in the work.                                                   may request the form if it is not part of the Request
                                                                                     for Bid/Request for Proposal package. Bid/proposal
       23.2   Maintain commercial liability, bodily injury and prop-                 prices cannot be held confidential.
              erty damage insurance against any claim(s) which
              might occur in carrying out this agreement/contract.     28.0   DISCLOSURE: If a state public official (s. 19.42, Wis.
              Minimum coverage shall be one million dollars                   Stats.), a member of a state public official's immediate
              ($1,000,000) liability for bodily injury and property           family, or any organization in which a state public official or
              damage including products liability and completed               a member of the official's immediate family owns or
              operations. Provide motor vehicle insurance for all             controls a ten percent (10%) interest, is a party to this
              owned, non-owned and hired vehicles that are used               agreement, and if this agreement involves payment of
              in carrying out this contract. Minimum coverage                 more than three thousand dollars ($3,000) within a twelve
              shall be one million dollars ($1,000,000) per                   (12) month period, this contract is voidable by the state
              occurrence combined single limit for automobile                 unless appropriate disclosure is made according to s.
              liability and property damage.                                  19.45(6), Wis. Stats., before signing the contract.
                                                                              Disclosure must be made to the State of Wisconsin Ethics
       23.3   The state reserves the right to require higher or               Board, 44 East Mifflin Street, Suite 601, Madison,
              lower limits where warranted.                                   Wisconsin 53703 (Telephone 608-266-8123).

24.0   CANCELLATION: The State of Wisconsin reserves the                      State classified and former employees and certain
       right to cancel any contract in whole or in part without               University of Wisconsin faculty/staff are subject to
       penalty due to nonappropriation of funds or for failure of             separate disclosure requirements, s. 16.417, Wis. Stats.
       the contractor to comply with terms, conditions, and
       specifications of this contract.                                29.0   RECYCLED MATERIALS: The State of Wisconsin is
                                                                              required to purchase products incorporating recycled
25.0   VENDOR TAX DELINQUENCY: Vendors who have a                             materials whenever technically and economically feasible.
       delinquent Wisconsin tax liability may have their payments             Bidders are encouraged to bid products with recycled
       offset by the State of Wisconsin.                                      content which meet specifications.

26.0   PUBLIC RECORDS ACCESS: It is the intention of the               30.0   MATERIAL SAFETY DATA SHEET: If any item(s) on an
       state to maintain an open and public process in the                    order(s) resulting from this award(s) is a hazardous chemi-
       solicitation, submission, review, and approval of                      cal, as defined under 29CFR 1910.1200, provide one (1)
       procurement activities.                                                copy of a Material Safety Data Sheet for each item with
                                                                              the shipped container(s) and one (1) copy with the
       Bid/proposal openings are public unless otherwise speci-               invoice(s).
       fied. Records may not be available for public inspection
       prior to issuance of the notice of intent to award or the       31.0   PROMOTIONAL ADVERTISING / NEWS RELEASES:
       award of the contract.                                                 Reference to or use of the State of Wisconsin, any of its
                                                                              departments, agencies or other subunits, or any state offi-
27.0   PROPRIETARY INFORMATION: Any restrictions on the                       cial or employee for commercial promotion is prohibited.
       use of data contained within a request, must be clearly                News releases pertaining to this procurement shall not be
       stated in the bid/proposal itself. Proprietary information             made without prior approval of the State of Wisconsin.
       submitted in response to a request will be handled in                  Release of broadcast e-mails pertaining to this
       accordance with applicable State of Wisconsin                          procurement shall not be made without prior written
       procurement regulations and the Wisconsin public records               authorization of the contracting agency.
       law. Proprietary restrictions normally are not accepted.
       However, when accepted, it is the vendor's responsibility       32.0   HOLD HARMLESS: The contractor will indemnify and
       to defend the determination in the event of an appeal or               save harmless the State of Wisconsin and all of its
       litigation.                                                            officers, agents and employees from all suits, actions, or
                                                                              claims of any character brought for or on account of any
       27.1   Data contained in a bid/proposal, all documentation             injuries or damages received by any persons or property
              provided therein, and innovations developed as a                resulting from the operations of the contractor, or of any of
              result of the contracted commodities or services                its contractors, in prosecuting work under this agreement.
              cannot be copyrighted or patented. All data, docu-
              mentation, and innovations become the property of        33.0   FOREIGN CORPORATION: A foreign corporation (any
              the State of Wisconsin.                                         corporation other than a Wisconsin corporation) which
                                                                                                          33
                                               State of Wisconsin
                                           Request For Bid 27879-LAA
        Polycom & Tandberg Compressed Video Conferencing Equipment, Accessories, Maintenance and Software
                      Bid Response Due Date: Thursday, May 17, 2007, 2:00 P.M., Central Time
 __________________________________________________________________________________________________________

       becomes a party to this Agreement is required to conform               This shall result in requiring the successful
       to all the requirements of Chapter 180, Wis. Stats., relating          bidder/proposer to include products provided by work
       to a foreign corporation and must possess a certificate of             centers in its catalog for State agencies and campuses or
       authority from the Wisconsin Department of Financial                   to block the sale of comparable items to State agencies
       Institutions, unless the corporation is transacting business           and campuses.
       in interstate commerce or is otherwise exempt from the
       requirement of obtaining a certificate of authority. Any        35.0   FORCE MAJEURE: Neither party shall be in default by
       foreign corporation which desires to apply for a certificate           reason of any failure in performance of this Agreement in
       of authority should contact the Department of Financial                accordance with reasonable control and without fault or
       Institutions, Division of Corporation, P. O. Box 7846,                 negligence on their part. Such causes may include, but
       Madison, WI 53707-7846; telephone (608) 261-7577.                      are not restricted to, acts of nature or the public enemy,
                                                                              acts of the government in either its sovereign or
34.0   WORK CENTER PROGRAM:                  The successful                   contractual capacity, fires, floods, epidemics, quarantine
       bidder/proposer shall agree to implement processes that                restrictions, strikes, freight embargoes and unusually
       allow the State agencies, including the University of                  severe weather, but in every case the failure to perform
       Wisconsin System, to satisfy the State's obligation to                 such must be beyond the reasonable control and without
       purchase goods and services produced by work centers                   the fault or negligence of the party.
       certified under the State Use Law, s.16.752, Wis. Stat.
                                             Supplemental Standard Terms and Conditions
                                                    for Procurements for Services

1.0   ACCEPTANCE OF BID/PROPOSAL CONTENT: The con-                           3.2    Contractors shall agree as part of the contract for
      tents of the bid/proposal of the successful contractor will                   services that during performance of the contract, the
      become contractual obligations if procurement action                          contractor will neither provide contractual services
      ensues.                                                                       nor enter into any agreement to provide services to
                                                                                    a person or organization that is regulated or funded
2.0   CERTIFICATION OF INDEPENDENT PRICE                                            by the contracting agency or has interests that are
      DETERMINATION: By signing this bid/proposal, the                              adverse to the contracting agency. The Department
      bidder/proposer certifies, and in the case of a joint                         of Administration may waive this provision, in
      bid/proposal, each party thereto certifies as to its own                      writing, if those activities of the contractor will not be
      organization, that in connection with this procurement:                       adverse to the interests of the state.
      2.1    The prices in this bid/proposal have been arrived at
             independently, without consultation, communication,       4.0   DUAL EMPLOYMENT: Section 16.417, Wis. Stats.,
             or agreement, for the purpose of restricting competi-           prohibits an individual who is a State of Wisconsin
             tion, as to any matter relating to such prices with any         employee or who is retained as a contractor full-time by a
             other bidder/proposer or with any competitor;                   State of Wisconsin agency from being retained as a
      2.2    Unless otherwise required by law, the prices which              contractor by the same or another State of Wisconsin
             have been quoted in this bid/proposal have not been             agency where the individual receives more than $12,000 as
             knowingly disclosed by the bidder/proposer and will             compensation for the individual’s services during the same
             not knowingly be disclosed by the bidder/proposer               year. This prohibition does not apply to individuals who
             prior to opening in the case of an advertised                   have full-time appointments for less than twelve (12)
             procurement or prior to award in the case of a                  months during any period of time that is not included in the
             negotiated procurement, directly or indirectly to any           appointment. It does not include corporations or
             other bidder/proposer or to any competitor; and                 partnerships.
      2.3    No attempt has been made or will be made by the
             bidder/proposer to induce any other person or firm        5.0   EMPLOYMENT: The contractor will not engage the
             to submit or not to submit a bid/proposal for the               services of any person or persons now employed by the
             purpose of restricting competition.                             State of Wisconsin, including any department, commission
      2.4    Each person signing this bid/proposal certifies that:           or board thereof, to provide services relating to this
             He/she is the person in the bidder's/proposer's                 agreement without the written consent of the employing
             organization responsible within that organization for           agency of such person or persons and of the contracting
             the decision as to the prices being offered herein              agency.
             and that he/she has not participated, and will not
             participate, in any action contrary to 2.1 through 2.3    6.0   CONFLICT OF INTEREST: Private and non-profit corpora-
             above; (or)                                                     tions are bound by ss. 180.0831, 180.1911(1), and
                                                                             181.0831 Wis. Stats., regarding conflicts of interests by
             He/she is not the person in the bidder's/proposer's             directors in the conduct of state contracts.
             organization responsible within that organization for
             the decision as to the prices being offered herein,       7.0   RECORDKEEPING AND RECORD RETENTION: The
             but that he/she has been authorized in writing to act           contractor shall establish and maintain adequate records of
             as agent for the persons responsible for such                   all expenditures incurred under the contract. All records
             decisions in certifying that such persons have not              must be kept in accordance with generally accepted
             participated, and will not participate in any action            accounting procedures. All procedures must be in
             contrary to 2.1 through 2.3 above, and as their agent           accordance with federal, state and local ordinances.
             does hereby so certify; and he/she has not
             participated, and will not participate, in any action           The contracting agency shall have the right to audit, review,
             contrary to 2.1 through 2.3 above.                              examine, copy, and transcribe any pertinent records or
                                                                             documents relating to any contract resulting from this
3.0   DISCLOSURE OF INDEPENDENCE AND                                         bid/proposal held by the contractor. The contractor will
      RELATIONSHIP:                                                          retain all documents applicable to the contract for a period
      3.1  Prior to award of any contract, a potential contractor            of not less than three (3) years after final payment is made.
           shall certify in writing to the procuring agency that no
           relationship exists between the potential contractor        8.0   INDEPENDENT CAPACITY OF CONTRACTOR: The
           and the procuring or contracting agency that                      parties hereto agree that the contractor, its officers, agents,
           interferes with fair competition or is a conflict of              and employees, in the performance of this agreement shall
           interest, and no relationship exists between the                  act in the capacity of an independent contractor and not as
           contractor and another person or organization that                an officer, employee, or agent of the state. The contractor
           constitutes a conflict of interest with respect to a              agrees to take such steps as may be necessary to ensure
           state contract. The Department of Administration                  that each subcontractor of the contractor will be deemed to
           may waive this provision, in writing, if those activities         be an independent contractor and will not be considered or
           of the potential contractor will not be adverse to the            permitted to be an agent, servant, joint venturer, or partner
           interests of the state.                                           of the state.
                                       Information Technology Contract Riders


                                                 STATE OF WISCONSIN

                                                   HARDWARE RIDER



          1.0      ACCEPTANCE/STANDARD OF PERFORMANCE
          2.0      ACCESS TO EQUIPMENT
          3.0      DOCUMENTATION AND OPERATING MANUALS
          4.0      EMERGENCY EQUIPMENT
          5.0      ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS
          6.0      LIQUIDATED DAMAGES
          7.0      ONGOING PERFORMANCE REQUIREMENT
          8.0      RETURN OF EQUIPMENT
          9.0      SITE PREPARATION
          10.0     SPARE PARTS
          11.0     SUPPLIES



STATEMENT OF PURPOSE: The Hardware Rider provides terms and conditions relating to acquisition of data processing
hardware. The Hardware Rider is applicable to all Data Processing Agreements which involve the acquisition of data processing
hardware.
1.0   ACCEPTANCE/STANDARD OF PERFORMANCE:
      A standard of performance must be met before any of the equipment is accepted by the State. It is also applicable to any
      replacement or substitute machines which are added or field modified after the equipment has completed a successful
      performance period.

      1.1     The performance period shall begin when the State notifies Contractor in writing that acceptance testing may
              commence and shall end when the equipment has met the standard of performance for a period of thirty (30)
              consecutive business days. The performance period will determine whether the following acceptance criteria are
              met:

              a.    Equipment operates in conformance with Contractor's technical specifications and functional descriptions.

              b.    Equipment meets the specifications and performs the functions as contained in the State's solicitation
                    document.

              c.    Equipment is capable of running on a repetitive basis using a variety of live data, as supplied by the State,
                    without failure.

              d.    Equipment is capable of meeting the State's performance requirement as expressed in the State's solicitation
                    document.

              e.    Equipment does not require modifications to other operational systems and does not cause performance
                    degradation of other systems operating on the State's computing system(s) and network(s).

              Equipment must operate at an effectiveness level of ninety-nine and a half percent (99.5%) or more. (See items
              1.5 through 1.10 below.)

      1.2     In the event the equipment does not meet the standard of performance during the initial thirty (30) consecutive
              business days, the standard of performance test shall, at the option of the State, continue on a day-to-day basis
              until the standard of performance is met for a total of thirty (30) consecutive business days.

      1.3     If the equipment fails to meet the standard of performance after ninety (90) calendar days, from commencement of
              acceptance testing, the State may, at its option, terminate this Agreement without penalty, request replacement
              equipment or continue the performance test. Contractor shall be liable for all inbound and outbound preparation
              and shipping costs for equipment returned pursuant to this provision. The State's option to terminate this
              Agreement shall remain in effect until such time as a successful completion of the performance period is attained.

      1.4     The date of acceptance shall be the first day after the completion of the successful performance period and shall be
              the first day that authorized charges will be paid.

      1.5     The effectiveness level for equipment acquired under this Agreement is computed by dividing the operational use
              time by the sum of that time plus system failure downtime.

      1.6     Operational use time for performance testing for the equipment acquired under this Agreement is defined as the
              accumulated time during which the equipment is in actual use.

      1.7     Equipment failure downtime is that period of time when the equipment is unavailable due to equipment
              malfunction not caused by Force Majeure.

      1.8     During any period of equipment downtime, the State may use operable equipment when such action does not
              interfere with maintenance of the inoperable equipment.

      1.9     Downtime for each incident shall start from the time the State makes a bona fide attempt to contact Contractor's
              designated representative until equipment is returned to the State in proper operating condition.

      1.10    During the performance period for equipment, a minimum of 20 hours per day of operational use time with
              productive or simulated work will be required as a basis for computation of the effectiveness level. However, in
               computing the effectiveness level the actual number of operational use hours shall be used when in excess of the
               minimum of 20 hours.

2.0   ACCESS TO EQUIPMENT:
      Contractor, its agents or employees shall have full access to the equipment at reasonable times when State offices are open
      to inspect the equipment or observe its use upon first giving notice to the State of Contractor's intent to perform such
      inspection.

3.0   DOCUMENTATION AND OPERATING MANUALS:
      Contractor shall provide, at no additional charge, operating manuals which describe equipment capabilities, its operation,
      malfunction identification and troubleshooting procedures. Two (2) copies of these manuals will be furnished for each
      individual piece of equipment ordered by the State. Manual updates or revisions published by the Contractor shall be
      provided free of charge. Contractor agrees that the State may make such additional copies of supplied documentation as are
      needed for use by State employees.

4.0   EMERGENCY EQUIPMENT:
      Contractor agrees to make every reasonable effort to assist the State in obtaining the use of equipment compatible with that
      used by the State to meet emergencies such as a major system or equipment failure or loss which extends or is expected to
      extend beyond twenty-four (24) hours. The State, at its option, may accept or reject the offer of use of emergency
      equipment from the Contractor.

5.0   ENGINEERING CHANGES AND/OR FIELD MODIFICATIONS:
      Contractor sponsored modifications and/or engineering changes shall be made with the consent of the State at no additional
      charge. The State reserves the right at all times to schedule these Contractor sponsored modifications and/or engineering
      changes to minimize the impact on the daily operations of the State. Contractor warrants that, to their knowledge,
      installation of such engineering changes and/or field modifications as are required or recommended from time to time, shall
      not cause the performance of the equipment modified to degrade below the standard of performance established for
      acceptance of the equipment or as described in Contractor's technical specifications and accepted by the State. Liquidated
      damages as provided for in section 6.2 of this Hardware Rider will be assessed by the State if engineering changes and/or
      field modifications result in an unacceptable performance level for the equipment.

6.0   LIQUIDATED DAMAGES:
      The State declares, and Contractor acknowledges, that the State may suffer damages due to lack of performance of the
      terms and conditions of this Agreement by Contractor. Since it is impractical and extremely difficult to fix the actual
      damage sustained in the event of any such nonperformance, the State and Contractor, therefore, presume that in the event of
      any such nonperformance, the amount of damage which will be sustained from the nonperformance will be the amount set
      forth in this section and they agree that, in the event of any such nonperformance, the Contractor shall pay that amount as
      liquidated damages and not as a penalty. Liquidated damages shall be the exclusive damages available to the State in
      respect to subparagraphs 6.1, 6.2 and 6.3. Amounts due the State as liquidated damages may be deducted by the State from
      any money payable to Contractor and any amount outstanding over and above the amounts deducted from invoices will be
      promptly tendered by check by Contractor to the State.

      The State shall notify Contractor in writing of any claim for liquidated damages pursuant to this section on or before the
      date when the State deducts such sums from money payable to Contractor and, in any case, within thirty (30) days after
      Contractor's failure to perform in accordance within the terms and conditions of this Agreement. Delay in reporting such
      claim to Contractor will void any claim for liquidated damages.

      Except with respect to defaults of subcontractors, Contractor shall not be liable for liquidated damages when delays arise
      out of cause beyond the reasonable control and without the fault or negligence of Contractor. Delays due to causes of Force
      Majeure (which are outside of the control of both parties and could not be avoided by exercise of due care) or due to the
      responsibility of the State or other contractors of the State shall extend the dates on a day for day basis; but in every case
      the delay must be beyond the reasonable control and without the fault or negligence of Contractor. Delays caused by the
      default of a subcontractor, when such default arises out of causes beyond the control of both Contractor and the
      subcontractor and without the fault or negligence of either of them, shall extend the dates on a day for day basis, unless the
      supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit
      Contractor to meet the required performance schedule.
      6.1      DELIVERY OF EQUIPMENT:

      a.       If Contractor does not deliver equipment within ninety (90) days of the date of order by the State (or by the date
               specified in the order), Contractor shall pay the State, as fixed and agreed liquidated damages, for each calendar
               day beyond ninety (90) days of the date of the order (or beyond the date specified in the order) the greater of
               $200.00 for each item not delivered or 1/30th of the monthly charges (lease, rental, lease/purchase) for all
               undelivered equipment or 1/200th of the purchase price of all undelivered equipment. In no event shall the
               Contractor be obligated for more than one hundred eighty (180) calendar days from the delivery date.

               Contractor has the right to reject and return any order issued by the State within ten (10) days of the date of the
               order if it cannot accept the State's delivery schedule or Contractor cannot make delivery within ninety (90) days.
               In the event that Contractor rejects the State's order, liquidated damages cannot be invoked.

      b.       If some, but not all, of the equipment specified in an order is delivered and ready for use by the date specified, and
               the State uses any such installed equipment, liquidated damages shall not accrue against the equipment used.

      c.       Substitute Equipment: If Contractor provides substitute equipment acceptable to the State on or before the
               delivery date specified in the order, liquidated damages shall not apply to the equipment for which substitute
               equipment was provided.

      d.       If Contractor does not deliver all of the equipment and any specified software, including special features and
               accessories included on the same order, and, as a result, no portion of the total system is ready for use by the
               specified delivery date, daily liquidated damages shall be paid by Contractor.

      e.       Replacement Equipment: If Contractor fails to deliver all of the equipment identified herein within ninety (90)
               days (or by the date specified in the order), including special features and accessories, the State may upon written
               notice to Contractor obtain replacement equipment from another vendor. In this event Contractor shall be liable
               for the greater of: (i) liquidated damages from the delivery date specified until replacement equipment is delivered
               or (ii) liquidated damages for one hundred eighty (180) days from the delivery date.

      6.2      ONGOING PERFORMANCE:
               If Contractor does not meet the Ongoing Performance Requirement specified in Section 7.0 of this Hardware
               Rider, Contractor shall pay the State, as fixed and agreed liquidated damages for each month, the greater of one
               month's monthly charge for the equipment which was subject to nonperformance or four percent (4%) of the
               purchase price of all equipment which was subject to nonperformance.

               The State shall maintain appropriate daily records of the ongoing performance level of equipment that is the
               subject of this Agreement. If Contractor believes that equipment is operating as certified, the State shall offer such
               records as evidence in assessing damages.

      6.3      REPORTING:
               If Contractor does not meet the Reporting requirements of the State’s solicitation document, the Contractor shall
               pay the State as a fixed and agreed liquidated damages, $500 for each month until the reporting requirements are
               met.

7.0   ONGOING PERFORMANCE REQUIREMENT:
      Any equipment installed as a result of this Agreement must perform at an effectiveness level of ninety-nine and a half
      percent (99.5%) each month following acceptance during the term of the manufacturer’s warranty.

      Should any equipment fail to meet this standard of performance, the State may at its option, choose to liquidate the
      damages it suffers as a result of equipment failure. In the event that equipment is inoperative, due to equipment failure, and
      the effectiveness level is below ninety-nine and a half percent (99.5%) of the total operational use time for three (3)
      consecutive calendar months, the State reserves the right to terminate this Agreement without penalty or to require
      Contractor to replace the equipment. As applicable, the purchase option credits for any replacement equipment shall not be
      less than the credits accrued from the date of acceptance of the original equipment, regardless of whether the replacement is
      made at the request of the State or for the convenience of Contractor.
8.0    RETURN OF EQUIPMENT:

       8.1      If equipment is returned to Contractor for failure to fulfill contractual obligations, the following procedure will be
                used:

                a.       Within twenty (20) days of written notification Contractor shall provide the State with the required
                         shipping instructions.

                b.       Within thirty (30) days following preparation of equipment for shipping, the State shall ship the
                         equipment in accordance with instructions from Contractor.

                c.       All shipping cost will be borne by Contractor.

       8.2      If equipment is returned to Contractor for any other reason, the State shall be responsible for all costs associated
                with preparation of equipment for shipping and for shipping costs to Contractor's nearest location.

9.0    SITE PREPARATION:
       Equipment environmental specifications shall be furnished in writing by Contractor to the ordering agency at least sixty
       (60) days prior to delivery. These specifications shall be in such detail to ensure that the equipment to be installed shall
       operate efficiently from the point of view of its environment.

       The State shall prepare the site at its own expense and in accordance with the Contractor's equipment environmental
       specifications, and shall make the site available thereafter for inspection by Contractor. Failure by Contractor to inspect the
       site prior to delivery shall be deemed to be approval of the site as meeting Contractor's equipment environmental
       specifications.

       Contractor will notify the State in writing as to the adequacy of the site and the State's planned layout of the equipment
       within ten (10) days after inspection.

       Contractor warrants that all equipment which is the subject of this Agreement has been approved by Underwriters
       Laboratories or a recognized equivalent certification agency.

10.0   SPARE PARTS:
       Contractor agrees to furnish to the State price lists and instructions for ordering spare parts for all equipment proposed in
       the Contractor's response to the State's solicitation document. Contractor agrees that these spare parts will be available,
       either to the State or to a third-party maintenance contractor retained by the State for the purpose of maintaining
       Contractor's equipment if the State chooses not to contract for maintenance service with Contractor.

11.0   SUPPLIES:
       Contractor's prices do not include operational supplies (e.g., paper, tape, etc.) unless such supplies are specifically
       identified. All supplies used by the State shall conform to Contractor's published specifications provided to the State at the
       time of equipment installation. The State reserves the right to acquire such supplies from any vendor of its choice.
                                      Information Technology Contract Riders


                                                STATE OF WISCONSIN

                                      HARDWARE MAINTENANCE RIDER



                                   1.0      ACCESS TO EQUIPMENT
                                   2.0      ANNUAL PREPAYMENT
                                   3.0      COOPERATION WITH OTHER VENDORS
                                   4.0      ESCALATION OF PROBLEMS
                                   5.0      KEY PERSONNEL
                                   6.0      LIQUIDATED DAMAGES
                                   7.0      PREVENTIVE MAINTENANCE
                                   8.0      PRINCIPAL PERIOD OF MAINTENANCE
                                   9.0      RECERTIFICATION
                                   10.0     REPLACEMENT PARTS
                                   11.0     SAFETY CHANGES
                                   12.0     SERVICE START-UP
                                   13.0     STANDARD OF PERFORMANCE/RESPONSE TIME
                                   14.0     TRAVEL EXPENSE
                                   15.0     WITHDRAWAL OF EQUIPMENT FROM MAINTENANCE




STATEMENT OF PURPOSE: The Hardware Maintenance Rider provides terms and conditions relating to acquisition of data
processing hardware maintenance services. The Hardware Maintenance Rider is applicable to all Data Processing Agreements which
involve the provision of hardware maintenance services.
1.0   ACCESS TO EQUIPMENT: Contractor shall keep the equipment in good operating condition and, subject to security
      regulations, the State shall provide Contractor with access to the equipment to perform maintenance service.

2.0   ANNUAL PREPAYMENT: Contractor will grant an annual prepayment discount in accordance with the terms of
      Contractor's response to the State's solicitation document for all orders designated by the State as subject to annual
      prepayment. All invoices for annual prepayment must be paid within thirty (30) days of the date of invoice. Adjustments
      required to the annual prepayment option due to additions or deletions of equipment will be invoiced separately on a
      quarterly basis.

3.0   COOPERATION WITH OTHER VENDORS: Contractor agrees to cooperate with State personnel, hardware
      manufacturer representatives, other vendors' service personnel, and communications systems suppliers to diagnose and
      correct equipment malfunctions. Contractor agrees, when requested by the State, to coordinate diagnostic testing efforts
      involving other vendors and to accept direction from other vendors' personnel in carrying out diagnostic testing of
      equipment malfunctions.

4.0   ESCALATION OF PROBLEMS: Contractor agrees that for problems with equipment covered by a maintenance
      agreement that Contractor will escalate the problem to the next highest level every two (2) hours (or less) of down time if
      no resolution of the problem is in sight.

      If the State notifies Contractor that a problem has recurred when placing a service call, Contractor agrees that it will
      escalate the problem to the next level above the highest level reached during the previous event.

5.0   KEY PERSONNEL: Contractor agrees that it will identify all personnel who will normally be providing maintenance
      service on the State's equipment, and will furnish the State with a means of identifying these personnel. Contractor will
      notify the State at least thirty (30) days in advance of any reductions in staffing levels of personnel at any local or district
      office serving Wisconsin.

6.0   LIQUIDATED DAMAGES: The State declares, and Contractor acknowledges, that the State may suffer damages due to
      lack of performance of the terms and conditions of this Agreement by Contractor. Since it is impractical and extremely
      difficult to fix the actual damages sustained in the event of any such nonperformance, the amount of damage which will be
      sustained from the nonperformance will be the amount set forth in this section and they agree that, in the event of any such
      nonperformance, the Contractor shall pay that amount as liquidated damages and not as a penalty. Amounts due the State
      as liquidated damages may be deducted by the State from any money payable to Contractor and any amount outstanding
      over and above the amounts deducted from invoices will be promptly tendered by check by Contractor to the State.

      The State shall notify Contractor in writing of any claim for liquidated damages pursuant to this section on or before the
      date when the State deducts such sums from money payable to Contractor and, in any case, within thirty (30) days after
      Contractor's failure to perform in accordance with the terms and conditions of this Agreement. Delay in reporting such
      claim to Contractor will void any claim for liquidated damages.

      Notwithstanding any other provision herein, liquidated damages shall be the exclusive damages available to the State for
      delayed response to service calls or for delay in repair time.

      Except with respect to defaults of subcontractors, Contractor shall not be liable for liquidated damages when delays arise
      out of cause beyond the reasonable control and without the fault or negligence of Contractor. Delays in responding to
      service calls or in completion of repairs due to causes of Force Majeure (which are outside of the control of both parties and
      could not be avoided by exercise of due care) or due to the responsibility of the State or other contractors of the State shall
      not be included in computing the response time for service calls or the repair time. Delays caused by the default of a
      subcontractor, when such default arises out of causes beyond the control of both Contractor and the subcontractor and
      without the fault or negligence of either of them, shall not be included in computing the response time for service calls or
      the repair time, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in
      sufficient time to permit Contractor to meet the required standard of performance.

      6.1 RESPONSE TIME: If Contractor fails to respond to service calls in accordance with the standards specified in Section
          5.0 "Performance Requirements" of this RFB, the State may, at its option, deduct from the payments due for service
          one-thirtieth (1/30th) of the monthly maintenance fee for the device(s) in question.
       6.2 REPAIR TIME: If Contractor fails to complete repairs within the maximum time periods as specified in Section 5.0
           "Performance Requirements" of this RFB,, the State may, at its option, collect liquidated damages from Contractor in
           an amount which shall equal 1/30th of the maintenance charges for all equipment rendered inoperable for each
           complete day the equipment is inoperative. The total deductions shall not exceed the total monthly maintenance
           charge for the inoperative unit(s) of equipment.

       6.3 REPORTING: If Contractor does not meet the Reporting requirements of the State’s solicitation document, the
           Contractor shall pay the State as a fixed and agreed liquidated damages, $500 for each month until the reporting
           requirements are met.

7.0    PREVENTIVE MAINTENANCE: Preventive or scheduled maintenance shall be performed at a time when the equipment
       has not been scheduled by the State for use unless otherwise agreed to by the State. Contractor shall specify the number of
       hours of preventive maintenance required for each piece of equipment per month, which shall be consistent with
       Contractor's established standards for preventive maintenance. Contractor shall specify in writing the frequency and
       duration of the preventive maintenance required for the equipment, and the State shall specify when the preventive
       maintenance shall be performed. The times specified by the State may be changed by oral agreement of the parties.

8.0    PRINCIPAL PERIOD OF MAINTENANCE: Remedial maintenance shall be available twenty-four (24) hours of every
       day and shall be performed promptly after notification that the equipment is inoperative. Contractor shall provide the State
       with a mutually acceptable procedure which includes a positive response from the Contractor's maintenance representative
       that is acceptable to the State.

       The State declares and Contractor agrees that the principal period of maintenance service availability shall be the period of
       twenty-four (24) hours every day.

       At the discretion of State agencies and Contractor, the principal period of maintenance service availability may be changed
       for a site by attaching an amendment to this rider which states the alternative hours of maintenance at that site.

9.0    RE-CERTIFICATION: To ensure an orderly transition of equipment being withdrawn from maintenance, Contractor
       agrees that the following steps will be taken to assure the units are re-certified for original manufacturer maintenance:

       - Upon thirty (30) days written notification that equipment will be withdrawn from maintenance, Contractor will establish
       a schedule for completing re-certification which is agreeable with the State representative at the site concerned.

       - After Contractor has checked a unit, the original equipment manufacturer will be notified by the Contractor to inspect that
       unit with the understanding that it needs to be certified for maintenance.

       - If any repairs are required to re-certify the equipment, Contractor will make said repairs at no additional cost to the State
       or as outlined in their response to the State's solicitation document.

10.0   REPLACEMENT PARTS: Contractor agrees that there shall be no additional costs or expense to the State for replacement
       parts.

       If the State sets up a float of spare parts and/or equipment, Contractor will work with the State to locate said spares in key
       locations. Contractor will be responsible for loss or damage of any of spare parts and/or equipment while in the possession
       of Contractor.

       In an emergency on-site service situation, as determined by the State and Contractor, when a critical failing unit is unable to
       be repaired in a timely manner, Contractor will assume the responsibility for transporting the exchange equipment,
       repairing the initial failing unit and returning all equipment to original locations.

       Contractor will provide a limited number of spare units of equipment to be used in case of a catastrophic outage. This spare
       equipment will be used if the failing unit shuts down the operation within a State location and the most expeditious solution
       would be exchanging said unit. The failing unit will be repaired and returned to the same location at a time that would
       cause the least inconvenience to the State site's operation.

11.0   SAFETY CHANGES: Contractor will control and install, without charge, all safety devices it deems necessary during the
       principal period of maintenance service availability. If the State refuses to permit installation of a safety change, or
       removes a safety change already installed, Contractor may, at its option, discontinue providing maintenance service until
       the hazard has been corrected.

12.0   SERVICE START-UP: Maintenance service shall begin upon expiration of the original equipment manufacturer's
       warranty period. The State will provide Contractor with an order to start service at least thirty (30) days prior to warranty
       expiration or to the date the State intends to commence receiving maintenance service.

       Contractor will notify the State at least fifteen (15) days prior to the date the State intends to commence receiving
       maintenance service for an item of equipment if, upon inspection by Contractor, the item of equipment is not found to be in
       good operating condition. Contractor will provide an estimate of the cost to return the equipment to good operating
       condition and notify the State prior to performing any work. Contractor will proceed with needed repairs only upon receipt
       of an order from the State to do so. If the State chooses to have needed repairs to equipment performed by someone other
       than Contractor, the State shall notify Contractor when the needed repairs are complete so that Contractor may assure itself
       that the equipment is in good operating condition prior to commencement of maintenance service by Contractor. In the
       absence of notification to the State that an item of equipment is not in good operating condition, Contractor shall be deemed
       to have accepted the equipment for maintenance service on the date specified in the State's order.

13.0   STANDARD OF PERFORMANCE/RESPONSE TIME:

       All service must meet the standards set forth in the State's solicitation document except as specifically modified in this
       Agreement. Failure of Contractor to meet or maintain these standards of performance provides the State the options of
       collecting liquidated damages as specified elsewhere in this Hardware Maintenance Rider or of terminating either all or
       part of this Agreement.

       Contractor will staff adequate personnel and stock necessary levels of spare parts to provide maintenance service to all
       State of Wisconsin locations per the terms and conditions of this Hardware Maintenance Rider and the State's solicitation
       document.

14.0   TRAVEL EXPENSE: Time spent by Contractor's personnel traveling to and from the site, travel costs and time spent after
       arrival at the site awaiting the arrival of additional maintenance personnel or delivery of parts after a service call has
       commenced, and similar situations during the principal period of maintenance service availability shall result in no
       additional costs to the State.

15.0   WITHDRAWAL OF EQUIPMENT FROM MAINTENANCE: The State may, at its sole option, withdraw any item of
       equipment from maintenance service by Contractor at any time upon thirty (30) calendar days notice without any liability
       provided only that the State furnishes the Contractor with a written notice of any such withdrawal before such thirty (30)
       calendar day period begins. Contractor agrees to proceed with re-certification of any equipment withdrawn as provided in
       Section 9.0 of this Hardware Maintenance Rider.
                                     Information Technology Contract Riders


                                              STATE OF WISCONSIN

                                                SOFTWARE RIDER


              1.0     ACCEPTANCE/STANDARD OF PERFORMANCE
              2.0     ACCESS TO SOFTWARE
              3.0     DOCUMENTATION AND OPERATING MANUALS
              4.0     FIXES, UPGRADES AND FUTURE SOFTWARE OPTIONS
              5.0     INSTALLATION
              6.0     LICENSE/TITLE
              7.0     LICENSED PROGRAM TESTING
              8.0     LIQUIDATED DAMAGES
              9.0     ONGOING PERFORMANCE REQUIREMENT
              10.0    LOCAL SERVICES
              11.0    PROTECTION AND SECURITY OF LICENSED SOFTWARE MATERIALS
              12.0    RELOCATION OF SOFTWARE
              13.0    RETURN OR DESTRUCTION OF LICENSED PROGRAM MATERIALS
              14.0    SITE PREPARATION
              15.0    SOFTWARE STANDARDS
              16.0    SPECIFIED OPERATING ENVIRONMENT




STATEMENT OF PURPOSE: The Software Rider provides terms and conditions relating to acquisition of information systems
software which is offered in a pre-packaged form by a Contractor.
1.0   ACCEPTANCE/STANDARD OF PERFORMANCE: After software installation is complete, Contractor shall certify in
      writing to the State that the software is installed and ready for use on the State's system. With Contractor's assistance, the
      agency shall begin performing acceptance tests within thirty (30) calendar days of receipt of such notification. The tests
      will determine whether the following acceptance criteria are met:

      a.       Software operates in conformance with Contractor's technical specifications and functional descriptions.

      b.       Software meets the specifications and performs the functions as contained in the State's solicitation document.

      c.       Software is capable of running on a repetitive basis on a variety of actual live data, as supplied by the State,
               without failure.

      d.       Software is capable of meeting the performance expectation as expressed in the State's solicitation document.

      e.       Software does not require modifications to other operational software systems and does not cause performance
               degradation of other software systems operating on the State's computing system and network.

      The acceptance period of thirty (30) consecutive business days shall commence within thirty (30) days of the installation
      date at which time operational control becomes the responsibility of the State. The State will give notice to Contractor as to
      the actual date when the acceptance period will begin.

      If problems are encountered during the acceptance period, it is not required that the thirty (30) day period expire in order
      for a new acceptance period to begin, once all problems have been resolved. If the software meets the State's acceptance
      criteria for thirty (30) business days from the commencement of the acceptance period it shall be deemed to have met the
      State's standard of performance. Contractor agrees that this standard of performance shall not be reduced in the course of
      the State's usage of the software.

      If successful completion of the acceptance period is not attained within ninety (90) calendar days from the installation date,
      the State shall have the option of invoking the liquidated damages clause, terminating this Agreement upon written notice
      without penalty or continuing the acceptance test.

      The State's option to terminate this Agreement shall remain in effect until such time as a successful acceptance test is
      completed. Contractor shall be liable for all outbound preparation and shipping costs for contracted items returned under
      this clause. Upon successful completion of the acceptance test, the State shall promptly notify Contractor in writing of the
      acceptance and authorize the payments beginning with the first day following acceptance.

2.0   ACCESS TO SOFTWARE: Contractor, its agents or employees shall have access to inspect or observe the State's use of
      the software at reasonable times upon first giving notice to the State of Contractor's intent to perform such inspection.

3.0   DOCUMENTATION AND OPERATING MANUALS: Contractor shall provide, at no additional charge, operating
      manuals which describe in detail the software capabilities, its operation, installation procedures, error messages with
      identification of probable causes, software modification procedures and techniques, and program interfaces. Two (2)
      copies of these manuals will be furnished for each individual piece of software ordered by the State. Updated, revised, or
      replacement manuals published by Contractor shall be provided free of charge pursuant to the requirements specified in this
      section. Contractor agrees that the State may make such additional copies of documentation supplied pursuant to this
      section as are needed for use by State employees.

4.0   FIXES, UPGRADES AND FUTURE SOFTWARE OPTIONS:

      4.1      FIXES: For a period of not less than twelve (12) months after the State's acceptance of the software, Contractor
               shall correct any and all errors in the software, regardless of whether the error is brought to the attention of
               Contractor by another user of the software or by the State, or by any other person. Contractor shall provide the
               State with program fixes for errors within thirty (30) days after Contractor is made aware of the errors; provided,
               however, that upon request of the State, Contractor shall correct any error reasonably deemed important to the
               State's continued use of the software within ten (10) days after the State has notified Contractor in writing of the
               error. Contractor understands that if the application of program fixes to the software or failure to supply program
               fixes for the software causes the effectiveness level to fall below the State's Ongoing Performance Requirement
               that Contractor shall be subject to liquidated damages.
      4.2      UPGRADES AND ENHANCEMENTS: For a period of not less than twelve (12) months after the State's
               acceptance of the software, Contractor shall provide to the State, at no additional cost, any changed or enhanced
               versions of the software within forty-five (45) days after the changed or enhanced versions are made available to
               customers. The State shall have the option to perform an acceptance test as specified in this Software Rider and to
               accept the changed or revised version in lieu of the software it had accepted previously. Contractor understands
               that acceptance of changed or enhanced versions of the software by the State in no way reduces Contractor's
               obligation to meet the State's Ongoing Performance Requirement.

      4.3      FUTURE SOFTWARE OPTIONS AND REPLACEMENT SOFTWARE: Contractor grants the State the option,
               for any software for which the State has paid a one-time purchase or license fee, to acquire any software options or
               replacement software which Contractor shall make available after the acceptance date at the lesser of (a)
               Contractor's published purchase price for the software options or replacement software, or (b) the difference
               between Contractor's published purchase price for the replacement software or software options and the current or
               most recent purchaser license fee for the software or software options previously acquired by the State under this
               Agreement. This provision shall remain in effect for the duration of the expected lifetime of the software as
               specified in the State's solicitation document.

5.0   INSTALLATION:

      Contractor agrees to furnish detailed step-by-step installation procedures to the State and to have available, at no additional
      cost to the State, expert assistance by telephone to answer the questions and resolve any problems encountered by the
      State's installer. Contractor shall certify in writing at the time of delivery that the software contains all program fixes for
      known errors and will be ready for acceptance testing immediately upon the completion of the detailed step-by-step
      installation procedures by the State installer.

6.0   LICENSE/TITLE: Contractor grants license to the State which authorizes the State to:

      a.       use the licensed software in machine readable form on the machine(s) designated in the State's order for use of
               such licensed software and, in conjunction therewith, to store the licensed software in, transmit it through or
               display it on units of equipment associated with such designated machine(s).

      b.       utilize the licensed software in printed form in support of the use of the licensed software.

      c.       utilize the licensed software in machine-readable form or printed form to provide sufficient copies to support the
               State's use of the licensed software, as authorized hereunder.

      Licensed software provided by the Contractor in printed form may not be copied. However, additional copies of licensed
      software in printed form may be obtained by the State from Contractor under license from Contractor to the State at the
      charges listed in Contractor's response to the State's solicitation document.

      The State shall obtain from Contractor a separate license for each additional machine on which the licensed software
      licensed hereunder will be used, except as provided in the paragraphs entitled "Temporary License Transfer", "Installation
      License" and "Location License".

      No right to use, print, copy or display the licensed software, in whole or in part, is granted by Contractor to the State, except
      as expressly provided by the terms of this Agreement.

      6.1      TEMPORARY LICENSE TRANSFER: The State is authorized to transfer the license to and to use the licensed
               software on: (a) a backup machine wherein the designated machine or an associated unit required for use of the
               licensed software is temporarily inoperable until the designated machine is restored to operable status and
               processing on the backup machine is completed or; (b) another machine for assembly or compilation of the
               licensed program materials if the designated machine and its associated units do not provide the configuration
               required for such assembly or compilation.

      6.2      INSTALLATION LICENSE: When "Installation License" applies to any of the items identified, the State is also
               authorized to use the licensed software on any other machine in the "same installation" as the designated machine.
      For purposes of this Agreement, "same installation " shall mean a single room or contiguous rooms, unless
      otherwise stipulated by the State and agreed to in writing by Contractor.

6.3   LOCATION LICENSE: When "Location License" applies to any of the items identified, the State is also
      authorized to use the licensed software on any other machine in the same location as the designated machine. For
      purposes of this Agreement, "same location" shall mean a single physical State location, designated by a single
      mailing address and contained within a single building, unless otherwise stipulated by the State and agreed to in
      writing by Contractor.

6.4   CHANGE IN DESIGNATED MACHINE: The State may give Contractor written notice of the State's intent to
      change the designation of the machine on which licensed software is to be used. In such event, such change of
      designation will be effective upon the date set forth in said written notification, and the change of designation shall
      be deemed to have effectively changed the designated machine identified.

6.5   ADDITIONAL LICENSES: Each additional license for the State's use of any licensed software and/or licensed
      optional materials already acquired by the State under this Agreement requires a formal amendment to this
      Agreement. After such amendment has been fully executed, the State may, upon notice to Contractor, in lieu of
      additional distribution from Contractor, copy the licensed software distributed to the State by Contractor in
      machine-readable form. The testing period, if any, for such additional authorized use will commence on the
      effective date designated in the amendment; however, the permission hereby granted the State to copy such
      licensed software does not apply to licensed software provided to he State by Contractor in printed form.

6.6   TITLE: Contractor represents and warrants that it is the sole owner of the licensed software product or, if not the
      owner has received all proper authorizations from the owner to license the software product, and has the full right
      and power to grant the rights contained in this Agreement. Contractor further warrants and represents that the
      software product is of original development, and that the package and its use will not violate or infringe upon any
      patent, copyright, trade secret or other property right of any other person.

6.7   TERM OF LICENSE: The software license(s) identified in Contractor's response to the State's solicitation
      document is (are) purchased on a perpetual license basis (unless otherwise stated in the Contractor's response) and
      shall continue in perpetuity until cancelled by the State or unless terminated in accordance with the provisions of
      this Agreement. The license(s) granted to the State is (are) for the use of the software product(s) at the using
      agency or institution, computing facilities (site) and on the equipment or for the purpose identified in the State's
      solicitation document.

6.8   TERMS OF USE: The State's rights in licensed software developed at private expense may be restricted by
      Contractor in accordance with this Agreement. As a minimum, however, the State shall have:

      a.       unlimited use of such software on the equipment for which it is acquired;

      b.       use of such software with a backup system if the system(s) for which or with which it was acquired is
               inoperative because of a malfunction, or during an emergency, or the performance of engineering changes
               or changes in features or model;

      c.       the right to use such software at any State installation to which the computer(s) may be transferred by the
               State;

      d.       the right to copy such computer programs for safekeeping (archives) or backup purposes;

      e.       the right to modify such software or combine it with other programs or material at State risk;

      f.       the right to use portions (if required) of application development software (i.e., software which is
               acquired by a State agency to develop application type programs) in executable applications programs on
               other State machines, at no additional cost.

      g.       Nothing contained herein shall be construed to restrict or limit the State's rights to use any technical data,
               which the State may already possess or acquire under proper authorization from other sources.
7.0   LICENSED PROGRAM TESTING: For each licensed software product, the testing period, if any, during which the
      software product will be made available for nonproductive use, is specified in Contractor's response to the State's
      solicitation document. The purpose of the testing period is to determine whether the licensed software product functions
      effectively and to assist the State in determining whether each licensed software product meets the State's requirements.
      Each testing period will begin ten (10) calendar days after shipment from Contractor of the licensed software product, but
      in no event prior to the State's receipt of the licensed software product, unless otherwise expressly provided herein.

      Subsequent releases by Contractor, if any, of any licensed software which has the same program number as licensed
      software licensed hereunder shall be made available to the State for productive use and/or testing on a machine specified
      while the State continues productive use of a previous release of that software on that machine. In such event, however, the
      State shall continue to pay contractor the charges applicable for use of the previous release of the licensed software until
      such time as the State elects to discontinue the license for said software. The State reserves the right to decide whether to
      install any such releases or continue use of a previous release, having given due regard to the other provisions of this
      Agreement.

8.0   LIQUIDATED DAMAGES: The State declares, and Contractor acknowledges, that the State may suffer damages due to
      lack of performance of the terms and conditions of this Agreement by Contractor. Since it is impractical and extremely
      difficult to fix the actual damage sustained in the event of any such nonperformance, the State and Contractor, therefore,
      presume that in the event of any such nonperformance the amount of damage which will be sustained from the
      nonperformance will be the amount set forth in this section and they agree that, in the event of any such nonperformance,
      Contractor shall pay that amount as liquidated damages and not as a penalty. Amounts due the State as liquidated damages
      may be deducted by the State from any money payable to Contractor and any amount outstanding over and above the
      amounts deducted from invoices will be promptly tendered by check by Contractor to the State.

      The State shall notify Contractor in writing of any claim for liquidated damages pursuant to this section on or before the
      date when the State deducts such sums from money payable to Contractor.

      Notwithstanding any other provision herein, liquidated damages shall be the exclusive damages available to the State for
      delay in certified installation or delivery.

      Except with respect to defaults of subcontractors, Contractor shall not be liable for liquidated damages when delays arise
      out of cause beyond the reasonable control and without the fault or negligence of Contractor. Delays due to causes of Force
      Majeure (which are outside of the control of both parties and could not be avoided by exercise of due care) or due to the
      responsibility of the State or other contractors of the State shall extend the date for delivery or certified installation on a day
      for day basis but in every case the delay must be beyond the reasonable control and without the fault or negligence of
      Contractor. Delays caused by the default of a subcontractor, when such default arises out of causes beyond the control of
      both Contractor and the subcontractor and without the fault or negligence of either of them, shall extend the dates for
      delivery and certified installation on a day for day basis, unless the supplies or services to be furnished by the subcontractor
      were obtainable from other sources in sufficient time to permit Contractor to meet the required performance schedule.

      For the purposes of this Software Rider the expression "daily liquidated damages" shall mean the greater of the amount of
      $200.00, or 1/200th of the total purchase price of the software product(s) and feature(s), or 1/30th of the monthly charges
      for the software product(s) and feature(s).

      8.1      DELIVERY OF SOFTWARE:

               a. If Contractor does not deliver software within ninety (90) calendar days of the date of order by the State (or by
               the date specified in the order), Contractor shall pay the State, as fixed and agreed liquidated damages, for each
               calendar day beyond ninety (90) days of the date of the order (or beyond the date specified in the order) daily
               liquidated damages for all undelivered software. In no event shall Contractor be obligated for more than one
               hundred eighty (180) calendar days

               Contractor has the right to reject and return any order issued by the State within ten (10) calendar days of the date
               of the order if it cannot accept the State's delivery schedule or Contractor cannot make delivery within ninety (90)
               calendar days.
                b.       If some, but not all, of the software specified in an order is delivered and ready for use by the date
                         specified in the order and the State uses any such software, liquidated damages shall not accrue against
                         the software used.

                c.       Substitute Software: If Contractor provides substitute software acceptable to the State on or before the
                         delivery date specified in the order, liquidated damages shall not apply to the software for which
                         substitute software was provided.

                d.       When individual software or equipment components specified in the State's order are not delivered by the
                         agreed upon date, daily liquidated damages shall be assessed in accordance with the above provisions for
                         those components only; provided, however, if any such individual component prevents the operation of
                         an entire system, the State may, in its sole discretion consider the entire system non-operational and,
                         accordingly, Contractor shall pay daily liquidated damages based on the cost of all components which are
                         rendered non-operational for each calendar day between the date specified for delivery and the actual
                         delivery date.

                e.       Replacement Software: If Contractor fails to deliver any or all of the software, including special features,
                         identified herein within thirty (30) calendar days of the delivery date specified in the State's order then the
                         State may upon written notice to Contractor obtain replacement software from another vendor. In this
                         event Contractor shall be liable for the greater of: (i) daily liquidated damages from the delivery date
                         specified herein until replacement software is delivered and ready for use, or (ii) daily liquidated damages
                         for no more than one hundred (180) calendar days from the agreed upon delivery date.

      8.2       ONGOING PERFORMANCE: If Contractor's software does not meet the State's Ongoing Performance
                Requirements as specified in Section 9.0 of this Software Rider for any calendar month following Acceptance as
                specified in this Software Rider then Contractor shall pay the State, as fixed and agreed liquidated damages for
                each such month, the greater of one month's monthly charge for the software which was subject to
                nonperformance or four percent (4%) of the purchase price of all software which was subject to nonperformance.

                If Contractor's failure to meet the State's Ongoing Performance Requirement results in unusable software and/or
                equipment in a total system, Contractor acknowledges liability for damages to the State for the total unusable
                system and agrees that the charges for all software and equipment rendered unusable by its failure shall be
                included in computing liquidated damages.

                In the event that Contractor's software fails to meet the State's Ongoing Performance Requirement for three
                (3) consecutive calendar months, the State may, at its option, terminate this Agreement and collect liquidated
                damages from Contractor for replacement software which shall be the greater of (i) daily liquidated damages for
                all software and equipment rendered inoperable from the date of termination until replacement software is installed
                and ready for use, or (ii) daily liquidated damages for all software and equipment rendered inoperable for one
                hundred eighty (180) calendar days, or (iii) the re-procurement cost including the cost of replacement software
                plus the cost of recovery.

            8.3 REPORTING: If Contractor does not meet the Reporting requirements of the State’s solicitation document, the
                Contractor shall pay the State as a fixed and agreed liquidated damages, $500 for each month until the reporting
                requirements are met.


9.0   ONGOING PERFORMANCE REQUIREMENT: Any software installed as a result of this Agreement must perform at an
      effectiveness level of ninety-nine and a half (99.5%) each month following acceptance for the term of the manufacturer’s
      warranty. For the purposes of this Software Rider, the effectiveness level shall be computed as the number of days in a
      calendar month that the installed software completely and continuously met or exceeded the standard of performance
      established at acceptance (as specified in the Acceptance/Standard of Performance section of this Software Rider) divided
      by the total number of days in the month, and expressed as a percentage.

      Should any software installed as a result of this agreement fail to meet this on-going performance requirement, the State
      may, at its option, choose to liquidate the damages it suffers as a result of this software failure in accordance with the
      Liquidated Damages clause (Section 8.0) of this Software Rider.
10.0   LOCAL SERVICES: When a problem occurs which the State determines is caused by the use of the licensed software and
       the diagnosis of Contractor's designated representative indicates the problem is caused by a defect in the unaltered portion
       of a current release of the licensed software, Contractor's designated representative will perform the following problem
       resolution activities:

       a. attempt to correct or bypass the defect by providing the State with correction information; or

       b. submit documentation of the problem to the appropriate Contractor personnel for resolution; and in any event,

       c. if the program is inoperable, make every reasonable effort to resolve the problem by applying a local fix or providing a
       bypass.

11.0   PROTECTION AND SECURITY OF LICENSED SOFTWARE MATERIALS: All copies of the licensed software
       materials made by the State including translations, compilations and partial copies within modifications and updated work
       products are the exclusive property of Contractor. The State shall reproduce and include the copyright notice on any such
       copies in accordance with the copyright instructions, if any, provided by Contractor.

       The State shall maintain sufficient records to identify the number and location of all copies of licensed software materials
       and shall notify Contractor in writing if the original or any copy of the licensed software materials will be kept at an
       installation (or location, when specified "Location License Applies"), other than that of the machine designated.

       The State shall insure, prior to disposing of any media, that any licensed software materials contained thereon have been
       erased or otherwise destroyed.

       The State shall not provide or otherwise make available any licensed software materials in any form without Contractor's
       prior written consent except to the State's employees, Contractor's employees or other persons during the period they are on
       the State's premises for purposes specifically related to the State's lawful use of the licensed software.

12.0   RELOCATION OF SOFTWARE: The State may transfer the licensed software to any other State entity after giving notice
       to contractor and specifying the location and machine where the licensed software will be installed.

13.0   RETURN OR DESTRUCTION OF LICENSED PROGRAM MATERIALS: Within thirty (30) days from the date of
       discontinuance by the State of any licensed software, the State shall notify Contractor in writing, that through the State's
       best efforts, and to the best of the State's knowledge, the original and all copies of any licensed program materials received
       from Contractor or made in connection with such license have been returned or destroyed. This requirement will apply to
       all copies in any form including translations, whether partial or complete, and whether or not modified or merged into other
       program materials as authorized herein. However, upon prior written authorization from Contractor, the State may retain a
       copy for archive purposes only.

       When the State has been licensed by Contractor to use a new version of the licensed software, which carries a different
       program number under an amendment to this Agreement, the State may retain the prior version of the licensed software for
       a period not to exceed ninety (90) days following the date of discontinuance of prior version of said programs; provided,
       however, that the retained prior version of said programs may be used by the State only if a defect in the new version
       prevents its use. During said ninety (90) day period, the State will pay only the applicable charges for the new version of
       the licensed software. Within thirty (30) days immediately following said ninety (90) day period, the State will certify in
       writing to Contractor that all copies of program materials received or made in connection with the prior version have been
       returned to Contractor or destroyed as set forth above.

14.0   SITE PREPARATION: The State agrees to furnish to Contractor, at the time of its order for licensed software, current
       information as to the specific hardware and software for the operating environment in which the licensed software will be
       installed.

       Contractor will notify the State no later than thirty (30) days before the specified installation date of any changes in the
       operating environment required to install and operate the licensed software. Contractor will specify in detail any space,
       equipment, staff, and computer time that the State must provide for installation take place. Contractor will also specify any
       operating environment options the State must have installed prior to installation.
15.0   SOFTWARE STANDARDS: Contractor agrees to make every reasonable effort to furnish documentation and machine-
       readable programs which will conform to standards for such documentation and programs used at the State's installation
       site. The State agrees that it will make every reasonable accommodation to its standards and procedures to enable
       Contractor's licensed software to operate efficiently and effectively on the State's computer system.

16.0   SPECIFIED OPERATING ENVIRONMENT: The State reserves the right to exchange copies of the licensed software
       designed to operate in one operating environment for copies designed to operate in another operating environment in which
       Contractor has stated the licensed software is designed to operate. Should the State exercise this right it will pay any costs
       of shipping and handling involved in the exchange as well as any positive cost difference between the two licenses.

       Contractor acknowledges that the environment of equipment and software in which the licensed software will operate will
       be subject to frequent changes and enhancements other than those supplied by Contractor. Contractor agrees to cooperate
       with the State and other vendors of equipment and software to support the stable operation of the licensed software so long
       as the State maintains a compatible operating environment.
                                      Information Technology Contract Riders


                                                STATE OF WISCONSIN

                                       SOFTWARE DEVELOPMENT RIDER



          1.0     ACCEPTANCE/STANDARD OF PERFORMANCE
          2.0     ACCESS TO FACILITIES
          3.0     COOPERATION WITH OTHER VENDORS OR CONTRACTORS
          4.0     FINANCIAL STATEMENTS
          5.0     KEY PERSONNEL
          6.0     LIABILITY FOR LOSS OF DATA
          7.0     LIMITATION OF COST
          8.0     LIQUIDATED DAMAGES
          9.0     ONGOING PERFORMANCE REQUIREMENT
          10.0    ORIGINALITY
          11.0    PERFORMANCE DOCUMENTATION
          12.0    PROGRESS REPORTS
          13.0    RESPONSIBILITIES OF CONTRACTOR
          14.0    RESPONSIBILITIES OF THE STATE
          15.0    RIGHT TO APPROVE CHANGES IN STAFF
          16.0    SPECIFIED OPERATING ENVIRONMENT
          17.0    STANDARDS OF WORK
          18.0    TASKS, DELIVERABLES AND PROGRESS PAYMENTS
          19.0    TERMINATION
          20.0    TIME PERIOD
          21.0    TITLE
          22.0    TRAINING
          23.0    TRAVEL EXPENSE
          24.0    WARRANTY OF OPERATION




STATEMENT OF PURPOSE: The Software Development Rider provides terms and conditions relating to acquisition of information
systems software development services wherein the State expects Contractor to furnish completed information systems software in
return for compensation by the State on a fixed cost basis. The Software Development Rider is applicable to all Data Processing
Agreements which involve the provision of software development services. The specifics of the software being developed and the
dates for delivery and installation will be a part of the State's purchase order(s) under this Agreement.
1.0   ACCEPTANCE/STANDARD OF PERFORMANCE: After software installation is complete, Contractor shall certify in
      writing to the State that the software is installed and ready for use on the State's system. With Contractor's assistance, the
      State shall begin performing acceptance tests within thirty (30) days of receipt of such notification. The tests will
      determine whether the following acceptance criteria are met:

      a.       Software operates in conformance with Contractor's technical specifications and functional descriptions.

      b        Software meets the specifications and performs the functions as contained in the State's solicitation document
               and/or the State's order.

      c.       Software is capable of running on a repetitive basis on a variety of actual live data, as supplied by the State,
               without failure.

      d.       Software is capable of meeting the performance expectation as expressed in the State's solicitation document
               and/or the State's order.

      e.       Software does not require modifications to other operational software systems and does not cause performance
               degradation of other software systems operating on the State's computing system and network.

      The acceptance period of 30 consecutive business days shall commence within thirty (30) days of the installation date at
      which time operational control becomes the responsibility of the State. The State will give notice to Contractor as to the
      actual date when the acceptance period will begin.

      If problems are encountered during the acceptance period, it is not required that the calendar day period expire in order for
      a new acceptance period to begin, once all problems have been resolved. If the software meets the State's acceptance
      criteria for 30 consecutive business days from the commencement of the acceptance period it shall be deemed to have met
      the State's standard of performance. Contractor agrees that this standard of performance shall not be reduced in the course
      of the State's usage of the software.

      If successful completion of the acceptance period is not attained within 90 days from the installation date, the State shall
      have the option of invoking the liquidated damages clause in this Software Development Rider, terminating the contract
      upon written notice or continuing the acceptance test.

      The State's option to terminate this Agreement shall remain in effect until such time as a successful acceptance test is
      completed. Contractor shall be liable for all outbound preparation and shipping costs for contracted items returned under
      this clause. Upon successful completion of the acceptance test, the State shall promptly notify Contractor in writing of the
      acceptance and authorize payments beginning with the first day of the successful acceptance period.

2.0   ACCESS TO FACILITIES: Unless otherwise agreed upon by the parties, any and all access by Contractor's employees to
      the facilities of the State shall be during normal State office hours and all Contractor employees shall be subject to the State
      site's security procedures.

3.0   COOPERATION WITH OTHER VENDORS OR CONTRACTORS: In the event that the State enters into agreements
      with other vendors or contractors for additional work related to the development of any software, Contractor agrees that its
      personnel will fully cooperate with such other vendors or contractors. Contractor's personnel shall not commit any act
      which will interfere with the performance of work by any other contractor or by the State. Contractor's personnel will
      cooperate with State personnel, hardware manufacture representatives, system software suppliers, and communications
      systems suppliers in designing, programming, and testing any software being developed.

4.0   FINANCIAL STATEMENTS: Upon request by the State, Contractor shall supply copies of its quarterly financial
      statements not later than forty-five (45) days after the close of Contractor's fiscal quarters. Upon request, Contractor shall
      also supply the State with a copy of its year-end statement not later than ninety (90) days after its fiscal year-end.

5.0   KEY PERSONNEL: Contractor agrees that it will furnish the State with a means of identifying all personnel assigned to
      perform work under this Agreement and furnish the State with security credentials on these personnel, if requested.

6.0   LIABILITY FOR LOSS OF DATA: When computer services are requested, the State will maintain adequate supporting
      material or copies to enable Contractor to regenerate card files, tape files, printer outputs and other data furnished to
      Contractor by the State. In the event of loss of such State supplied data due to machine failure or negligence of Contractor
      or its employees, Contractor's liability for such loss shall be limited to the replacement or regeneration of the lost data from
      the State's supporting material by the methods or means deemed most suitable by Contractor for such regeneration or
      replacement.

7.0   LIMITATION OF COST: It is hereby stipulated and agreed that the total cost to the State for the performance of the work
      under this Agreement will not exceed the funding limitation set forth in the State's purchase order and the Contractor agrees
      to perform the work specified and all obligations under this Agreement within such funding limitation. Contractor agrees
      to notify the State in writing no later than when the billable amounts reach eighty percent (80%) of the funding limitation in
      an order and will include in such notification an estimate to complete the requirements of the order. The State shall not be
      obligated to reimburse Contractor for billing in excess of the funding limitation set forth in the order, and Contractor shall
      not be obligated to continue performance of work under the order or to incur costs in excess of the funding limitations if
      such increased costs are due to additional requirements identified by the State after the initiation of effort on the work
      specified in the order, unless and until a change order or amendment to the order increasing the funding limitation is
      approved by the State.

8.0   LIQUIDATED DAMAGES: The State declares, and Contractor acknowledges, that the State may suffer damages due to
      lack of performance of the terms and conditions of this Agreement by Contractor. Since it is impractical and extremely
      difficult to fix the actual damage sustained in the event of any such nonperformance, the State and Contractor, therefore,
      presume that in the event of any such nonperformance the amount of damage which will be sustained from the
      nonperformance will be the amount set forth in this section and they agree that, in the event of any such nonperformance,
      Contractor shall pay that amount as liquidated damages and not as a penalty. Amounts due the State as liquidated damages
      may be deducted by the State from any money payable to Contractor and any amount outstanding over and above the
      amounts deducted from invoices will be promptly tendered by check by Contractor to the State.

      The State shall notify Contractor in writing of any claim for liquidated damages pursuant to this section on or before the
      date when the State deducts such sums from money payable to Contractor and, in any case, within ninety (90) days after
      Contractor's failure to perform in accordance with the terms and conditions of this Agreement. Delay in reporting such
      claim to Contractor will void any claim for liquidated damages.

      Not withstanding any other provision herein, liquidated damages shall be the exclusive damages available to the State for
      delay in completion of the work specified in the State's order(s).

      Contractor shall not be liable for liquidated damages when delays arise out of cause beyond the reasonable control and
      without the fault or negligence of Contractor. Delays due to causes of Force Majeure (which are outside of the control of
      both parties and could not be avoided by exercise of due care) or due to the responsibility of the State or other contractors
      of the State shall extend the date for completion of work under the State's order on a day for day basis.

      Delays caused by the default of a subcontractor, when such default arises out of causes beyond the control of both
      Contractor and the subcontractor and without the fault or negligence of either of them, shall extend the date for completion
      of work under the State's order on a day for day basis, unless the supplies or services to be furnished by the subcontractor
      were obtainable from other sources in sufficient time to permit Contractor to complete the work specified in the state's
      order by the date specified therein.

      If Contractor or Contractor's employee does not complete the specified work by the date specified in the State's order,
      Contractor shall pay the State, as fixed and agreed liquidated damages, for each calendar day beyond the date specified in
      the order, four (4) times the hourly rate for each individual assigned for each such work effort not completed or until the
      specified work is completed.

      Contractor has the right to reject and return any order issue by the State within ten (10) days of the date of the order if it
      cannot accept the State's schedule for completion.

      8.1      INSTALLATION OF SOFTWARE:

              a.     If Contractor does not deliver and install a specified software item or system on or before the installation
                     date specified in the order, Contractor shall pay the State, as fixed and agreed liquidated damages for each
                     calendar day between the date specified for installation and the actual installation date for such software,
                    daily liquidated damages for the specified software item. In no event shall Contractor be obligated for more
                    than one hundred eighty (180) calendar days.

              b.    If some, but not all, of the software specified in an order is installed and ready for use by the installation date
                    specified on the order and the State uses any such installed software, liquidated damages shall not accrue
                    against the software used.

              c.    When an individual software item specified in the State's order is not ready for use by the installation date
                    specified on the order, liquidated damages shall be assessed in accordance with the above provisions for
                    those components only. Contractor shall pay daily liquidated damages based on the cost of all components
                    which are rendered non-operational for each calendar day between the date specified for installation and the
                    actual installation date.

                    If Contractor does not deliver and/or install all of the software and any specified equipment included on the
                    same order, and as a result, the total system is not ready for use on the installation date specified on the
                    State's order, then daily liquidated damages based on the entire order shall be paid by Contractor for each
                    calendar day between the date specified for installation and the actual installation date.

              d.    Replacement Software: If Contractor fails to install any or all of the software identified herein within thirty
                    (30) days of the installation date specified in the State's order then the State may upon written notice to
                    Contractor obtain replacement software from another vendor. In this event Contractor shall be liable for the
                    greater of: (i) daily liquidated damages from the installation date specified herein until replacement software
                    is installed and ready for use or (ii) daily liquidated damages for one hundred eighty (180) days from the
                    installation date.

      8.2     ONGOING PERFORMANCE: If Contractor's software does not meet the State's Ongoing Performance
              Requirement as specified in Section 9.0 of this Software Development Rider for any calendar month following
              Acceptance as specified in this Software Development Rider then Contractor agrees to pay as fixed and agreed
              liquidated damages for each such month, four percent (4%) of the payment that was made at Acceptance for each
              software item which was subject to nonperformance.

              If Contractor's failure to meet the State's Ongoing Performance Requirement results in un-usability of other
              software and equipment in a total system, Contractor acknowledges liability for damages to the State for un-
              usability of a total system and agrees that the charges for all software rendered unusable by its failure shall be
              included in computing liquidated damages.

              In the event that Contractor's software fails to meet the State's Ongoing Performance Requirement for three (3)
              consecutive calendar months, the State may, at its option, terminate this Agreement and collect liquidated damages
              from Contractor for replacement software which shall be the greater of (i) daily liquidated damages for all
              software and equipment rendered inoperable from the date of termination until replacement software is installed
              and ready for use, or (ii) daily liquidated damages for all software and equipment rendered inoperable for one
              hundred eighty (180) days, or (iii) the re-procurement cost including the cost of replacement software plus the cost
              of recovery.

9.0   ONGOING PERFORMANCE REQUIREMENT: Any software installed as a result of this Agreement must perform at an
      effectiveness level of ninety-nine and a half percent (99.5%) each month following acceptance during the effective life
      cycle of that software as specified in the State's solicitation document and as provided for in Contractor's response with
      respect to costs.

      For the purposes of this Software Development Rider the effectiveness level shall be computed as the number of days in a
      calendar month that the installed software completely and continuously met or exceeded the standard of performance
      established at acceptance (as specified in the Acceptance/Standard of Performance clause (Section 1.0) of this Software
      Development Rider) divided by the total number of days in the month and expressed as a percentage.

      Should any software installed as a result of this Agreement fail to meet this ongoing performance requirement the State
      may, at its option, choose to liquidate the damages it suffers as a result of software failure in accordance with the
      Liquidated Damages clause (Section 8.0) of this Software Development Rider.
10.0   ORIGINALITY: Contractor warrants that all software and documentation produced hereunder are of original development
       by Contractor and are specifically developed for the fulfillment of this Agreement and will not knowingly infringe upon or
       violate any patent, copyright, trade secret or other property right of any third party, and Contractor shall indemnify and hold
       the State harmless from and against any loss, cost, liability or expense arising out of any breach or claimed breach of this
       warranty.

       In the event Contractor shall elect to use or incorporate any component(s) of an existing system in developing these
       products and performing the services required to be delivered hereunder, Contractor shall first notify the State in writing,
       The State, after conducting whatever investigation it may elect to undertake, may direct Contractor not to use or incorporate
       any such components. If the State does not object within a period of thirty (30) days from the date said notice is received,
       Contractor shall be authorized to use or incorporate such component(s) at Contractor's expense upon first obtaining the
       written consent of the party owning same, and furnishing a copy thereof to the State; provided, however, in all events, such
       components shall be warranted (except for originality) by Contractor to the same extent as otherwise warranted under this
       Agreement.

       Contractor shall transfer title or perpetual license to use such components to the State upon delivery of the products, and
       shall indemnify the State, as specified in Section 22.0 of the General Terms and Conditions of this State of Wisconsin Data
       Processing Agreement.

11.0   PERFORMANCE DOCUMENTATION: All documentation delivered hereunder shall conform to the documentation
       standards of the State. Contractor will furnish the State with the following documentation, which will be in form and
       substance at least equal to comparable material generally in use in the industry in the following quantities:

                DOCUMENTATION                                  QUANTITY

                User's Manual                                       2
                Systems Manual                                      2
                Operating Manual                                    2
                Programming Manual                                  2
                Modification Manual                                 2

12.0   PROGRESS REPORTS: Contractor shall submit a monthly progress report to the State signed by an authorized officer of
       Contractor. The progress report will describe the status of Contractor's performance since the preceding report, including
       the products delivered and the progress expected to be made in the next succeeding period. Each report shall describe
       Contractor's activities by reference to the schedule of deliverables included in the State's order. Reports shall be sent to the
       Project Director designated by the State.

13.0   RESPONSIBILITIES OF CONTRACTOR: Contractor agrees:

       13.1     To perform those tasks and deliver the products identified in the State's order under the heading "Scope of Work."

       13.2     To comply with all security regulations in effect at the State's premises and externally for materials belonging to
                the State or to the project.

       13.3     To assign to the project on a full-time basis, Contractor's employees, agents or representatives to assist in fulfilling
                its performance under this agreement.

       13.4     To appoint a Project Director for liaison and consultation with the State. The Project Director shall have authority
                to make managerial and technical decisions concerning the project.

       13.5     To correct all errors in the software found by the State or Contractor for a period of twelve (12) months after
                acceptance by the State. Such corrections shall commence within forty-eight (48) hours after the State's written
                notification to Contractor.

14.0   RESPONSIBILITIES OF THE STATE: The State agrees:

       14.1     To arrange for necessary cooperation by the State's officials and employees, including providing access to such
                records and other information needed by Contractor to carry out the work set forth in the State's order, and to
                render written decisions on matters affecting the progress of the work promptly after receipt of Contractor's
                request for such decisions.

       14.2     To appoint a Project Director for liaison and consultation with Contractor. The Project Director shall have
                authority to make managerial and technical decisions concerning the project and to accept or approve Contractor's
                work on behalf of the State. The State's Project Director shall not have authority to amend or in any way modify
                the provisions of this Agreement.

       14.3     To deliver the following items prior to the Start Date for each phase of work if specified in the State's order: (1)
                source programs in machine readable form (i.e., image magnetic tape or diskette); (2) a representative test data
                sample to exercise all items referenced in the State's order; (3) currently available detailed documentation and
                specifications; (4) program output reports produced by any delivered programs from existing source programs and
                (5) assignment of the file and program nomenclature. Delayed delivery of any of the above specified items for any
                phase of work shall result in a day-to-day extension of the completion date for that phase.

       14.4     To abstain from effecting any change, modification, or enhancement of all items referenced in the State's order
                subsequent to Contractor's receipt of the items provided under paragraph 14.3 of this Software Development
                Rider.

       14.5     In the event any such change, modification, or enhancement is effected by the State after receipt of such items, to
                be fully responsible and liable for the consequence thereof.

15.0   RIGHT TO APPROVE CHANGES IN STAFF: The State shall have the absolute right to approve or disapprove a
       proposed change in the project staff from those listed herein. The State in each instance will be provided with a resume of
       the proposed substitute and an opportunity to interview that person prior to giving its approval or disapproval. The State
       shall not unreasonably withhold its approval.

16.0   SOFTWARE STANDARDS: Any software delivered will be developed by Contractor to operate on the State's equipment
       and software system as specified in the State's solicitation document and the State's order.

       Contractor agrees that all software and other products delivered will comply with the State's applicable standards as set
       forth in the State site's data processing standards manual, or as otherwise specified in the State's solicitation document or
       order(s). The State agrees that it will make every reasonable accommodation to its standards and procedures to enable
       Contractor's licensed software to operate efficiently and effectively on the State's computer system.

       Contractor agrees that all products or elements to be delivered hereunder shall comply with all applicable provisions of
       standards or draft standards issued by the American National Standards Institute.

17.0   STANDARDS OF WORK: Contractor agrees that the performance of work and services pursuant to this Agreement shall
       conform to the requirements of this Agreement and to the highest possible professional standards.

18.0   TASKS, DELIVERABLES AND PROGRESS PAYMENTS: The State's order attached by reference hereto describes
       specifically the nature and goals of each task to be performed by Contractor, when each shall be performed, and the order of
       performance. It also contains a detailed description of the required products to be delivered by Contractor upon completion
       of each task, the form each product shall take, and the progress payment, if any, which shall be due upon acceptance by the
       State of each such deliverable.

       Progress payments up to ninety-five (95%) of the State's total order shall be paid to Contractor in accordance with and upon
       completion, delivery and acceptance of each deliverable listed on the State's order within thirty (30) days after such
       acceptance. A final payment in the amount of the remaining five percent (5%) of the State's total order may be withheld by
       the State to be paid within thirty (30) days after acceptance of all developed software included in the order.

19.0   TERMINATION: The State reserves the right to terminate this Agreement by giving written notice to Contractor of such
       termination and specifying the effective date thereof, at least ten calendar (10) days before the effective date of such
       termination. Contractor shall, in the event of such termination, be entitled to receive compensation for any deliverables
       accepted hereunder in accordance with progress as set forth in the State's order. Contractor shall also be compensated for
       partially completed deliverables in the event of such termination. The compensation for such partially completed
       deliverables shall be equal to the percentage of completion of each, as determined by the State, times the corresponding
       progress payment set forth in the State's order.

       Upon termination or other expiration of this Agreement, each party shall forthwith return to the other all papers, materials,
       and other properties of the other held by each for purposes of execution of this Agreement. In addition, each party will
       assist the other party in the orderly termination of this Agreement and the transfer of all aspects hereof, tangible or
       intangible, as may be necessary for the orderly, non-disruptive business continuation of each party.

20.0   TIME PERIOD: The term of this Agreement, shall commence on the date specified on the State of Wisconsin Data
       Processing Agreement and shall continue until the completed package has been accepted by the State, or until otherwise
       terminated under the provisions contained herein.

21.0   TITLE: All original written material, including programs, tapes, listings, and other programming documentation both
       originated and prepared by Contractor pursuant to this Agreement shall belong exclusively to the State of Wisconsin.

       The State shall have unlimited rights to specific computer software developed or generated under this Agreement.

       Unlimited rights means rights to use, duplicate or disclose technical data, in whole or in part, in any manner and for any
       purpose whatsoever, and to have or permit others to do so.

22.0   TRAINING: Contractor agrees to develop and conduct training programs for State personnel who will operate and
       maintain the developed software to achieve the level of proficiency necessary to support the State's use of the software.
       Contractor agrees to permit videotaping of the training programs and to furnish ten (10) copies of all materials used in the
       training programs.

23.0   TRAVEL EXPENSE: Contractor shall not charge the State for any travel expense without State's prior written approval.
       Upon obtaining the State's written approval, Contractor shall be authorized to incur travel expenses payable by the State
       only to the extent provided for in the State employees Pay Plan by Wisconsin Statutes and Administrative Rules.

24.0   WARRANTY OF OPERATION: Contractor warrants that the software delivered hereunder will, at the time of delivery,
       be free from defects in manufacture or materials and will meet the specifications set forth in the State's solicitation
       document and order, or Contractor will without charge to the State correct any such defects and make such additions,
       modifications, or adjustments to the software as may be necessary to keep the software in operating order in accordance
       with such specifications.
                                         Information Technology Contract Riders


                                                   STATE OF WISCONSIN

                                              PERSONAL SERVICES RIDER


          1.0      ACCEPTANCE/INSPECTION
          2.0      ACCESS TO FACILITIES
          3.0      COOPERATION WITH OTHER VENDORS OR CONTRACTORS
          4.0      FINANCIAL STATEMENTS
          5.0      KEY PERSONNEL
          6.0      LIABILITY FOR LOSS OF DATA
          7.0      LIMITATION OF COST
          8.0      LIQUIDATED DAMAGES
          9.0      ORIGINALITY
          10.0     PERFORMANCE DOCUMENTATION
          11.0     PROGRESS REPORTS
          12.0     RESPONSIBILITIES OF CONTRACTOR
          13.0     RESPONSIBILITIES OF THE STATE
          14.0     RIGHT TO APPROVE CHANGES IN STAFF
          15.0     SOFTWARE STANDARDS
          16.0     TASKS, DELIVERABLES AND PAYMENTS
          17.0     TERMINATION
          18.0     TIME PERIOD
          19.0     TITLE
          20.0     TRAINING
          21.0     TRAVEL EXPENSE
          22.0     WARRANTY OF OPERATION


STATEMENT OF PURPOSE: The Personal Services Rider provides terms and conditions relating to acquisition of personal services
related primarily to information systems development wherein the State expects Contractor to furnish personnel to work at the State's
general direction in return for payment of a fee based on the amount of time expended by Contractor's personnel. The Personal
Services Rider is applicable to all Data Processing Agreements which involve a significant amount of consultative or other personal
services for which the State will compensate the Contractor on a time-and-materials basis. The specifics of the work efforts and target
dates for Contractor's personnel will be a part of the State's purchase order(s) under this Agreement.
1.0   ACCEPTANCE/INSPECTION: All work performed under State purchase order(s) shall be subject to inspection by the
      State, to the extent practicable at all times and places, including the period of design or programming, but in any event,
      prior to acceptance. All inspections by the State shall be performed in such a manner as not to unduly delay the work.
      Unsatisfactory work shall be corrected prior to acceptance. Suitable acceptance criteria shall be included in the State's
      order(s).

      The State shall promptly notify Contractor of the results of any inspection or acceptance test it performs. If an acceptance
      test produces unsatisfactory results, the State shall specifically identify what acceptance criteria could not be satisfied and
      the particular methodology that was used to reach this conclusion.

2.0   ACCESS TO FACILITIES: Unless otherwise agreed upon by the parties, any and all access by Contractor's employees to
      the facilities of the State shall be during normal State office hours and all Contractor employees shall be subject to the State
      site's security procedures.

3.0   COOPERATION WITH OTHER VENDORS OR CONTRACTORS: In the event that the State enters into agreements
      with other vendors or contractors for additional work related to the development of any software, Contractor agrees that its
      personnel will fully cooperate with such other vendors or contractors. Contractor's personnel shall not commit any act
      which will interfere with the performance of work by any other contractor or by the State. Contractor's personnel will
      cooperate with State personnel, hardware manufacture representatives, system software suppliers, and communications
      systems suppliers in designing, programming, and testing any software being developed.

4.0   FINANCIAL STATEMENTS: Upon request by the State, Contractor shall supply copies of its quarterly financial
      statements not later than forty-five (45) days after the close of Contractor's fiscal quarters. Upon request, Contractor shall
      also supply the State with a copy of its year-end statement not later than ninety (90) days after its fiscal year-end.

5.0   KEY PERSONNEL: Contractor agrees that it will furnish the State with a means of identifying all personnel assigned to
      perform work under this Agreement and furnish the State with security credentials on these personnel, if requested.

6.0   LIABILITY FOR LOSS OF DATA: When computer services are requested, the State will maintain adequate supporting
      material or copies to enable Contractor to regenerate card files, tape files, printer outputs and other data furnished to
      Contractor by the State. In the event of loss of such State supplied data due to machine failure or negligence of Contractor
      or its employees, Contractor's liability for such loss shall be limited to the replacement or regeneration of the lost data from
      the State's supporting material by the methods or means deemed most suitable by Contractor for such regeneration or
      replacement.

7.0   LIMITATION OF COST: It is hereby stipulated and agreed that the total cost to the State for the performance of the work
      under this Agreement will not exceed the funding limitation set forth in the State's purchase order and the Contractor agrees
      to perform the work specified and all obligations under this Agreement within such funding limitation. Contractor agrees
      to notify the State in writing no later than when the billable amounts reach eighty percent (80%) of the funding limitation in
      an order and will include in such notification an estimate to complete the requirements of the order. The State shall not be
      obligated to reimburse Contractor for billing in excess of the funding limitation set forth in the order, and Contractor shall
      not be obligated to continue performance of work under the order or to incur costs in excess of the funding limitations if
      such increased costs are due to additional requirements identified by the State after the initiation of effort on the work
      specified in the order, unless and until a change order or amendment to the order increasing the funding limitation is
      approved by the State.

8.0   LIQUIDATED DAMAGES: The State declares, and Contractor acknowledges, that the State may suffer damages due to
      lack of performance of the terms and conditions of this Agreement by Contractor. Since it is impractical and extremely
      difficult to fix the actual damage sustained in the event of any such nonperformance, the State and Contractor, therefore,
      presume that in the event of any such nonperformance the amount of damage which will be sustained from the
      nonperformance will be the amount set forth in this section and they agree that, in the event of any such nonperformance,
      Contractor shall pay that amount as liquidated damages and not as a penalty. Amounts due the State as liquidated damages
      may be deducted by the State from any money payable to Contractor and any amount outstanding over and above the
      amounts deducted from invoices will be promptly tendered by check by Contractor to the State.

      The State shall notify Contractor in writing of any claim for liquidated damages pursuant to this section on or before the
      date when the State deducts such sums from money payable to Contractor and, in any case, within ninety (90) days after
       Contractor's failure to perform in accordance with the terms and conditions of this Agreement. Delay in reporting such
       claim to Contractor will void any claim for liquidated damages.

       Notwithstanding any other provision herein, liquidated damages shall be the exclusive damages available to the State for
       delay in completion of the work specified in the State's order(s).

       Contractor shall not be liable for liquidated damages when delays arise out of cause beyond the reasonable control and
       without the fault or negligence of Contractor. Delays due to causes of Force Majeure (which are outside of the control of
       both parties and could not be avoided by exercise of due care) or due to the responsibility of the State or other contractors
       of the State shall extend the date for completion of work under the State's order on a day for day basis.

       Delays caused by the default of a subcontractor, when such default arises out of causes beyond the control of both
       Contractor and the subcontractor and without the fault or negligence of either of them, shall extend the date for completion
       of work under the State's order on a day for day basis, unless the supplies or services to be furnished by the subcontractor
       were obtainable from other sources in sufficient time to permit Contractor to complete the work specified in the state's
       order by the date specified therein.

       If Contractor or Contractor's employee does not complete the specified work by the date specified in the State's order,
       Contractor shall pay the State, as fixed and agreed liquidated damages, for each calendar day beyond the date specified in
       the order, four (4) times the hourly rate for each individual assigned for each such work effort not completed or until the
       specified work is completed.

       Contractor has the right to reject and return any order issued by the State within ten (10) days of the date of the order if it
       cannot accept the State's schedule for completion.

9.0    ORIGINALITY: Contractor warrants that all software and documentation produced hereunder are of original development
       by Contractor and are specifically developed for the fulfillment of this Agreement and will not knowingly infringe upon or
       violate any patent, copyright, trade secret or other property right of any third party, and Contractor shall indemnify and hold
       the State harmless from and against any loss, cost, liability or expense arising out of any breach or claimed breach of this
       warranty.

       In the event Contractor shall elect to use or incorporate any existing system component(s) in developing any products and
       performing the services required to be delivered hereunder, Contractor shall first notify the State, in writing. The State may
       elect to direct Contractor not to use or incorporate any such components. If the State shall not object within a period of
       thirty (30) days from the date said notice is received, Contractor shall be authorized to use or incorporate such
       component(s) at Contractor's expense. Contractor must first obtain the written consent of the party owning same, if not the
       Contractor, and furnish a copy thereof to the State. Contractor shall also transfer title or perpetual license to use such
       components to the State upon delivery of any products and performance of any services affected hereby, and shall
       indemnify the State, as specified in Section 23.0 of the General Terms and Conditions of this State of Wisconsin Data
       Processing Agreement, with respect thereto.

10.0   PERFORMANCE DOCUMENTATION: All documentation delivered hereunder shall conform to the documentation
       standards of the State's site. Contractor will furnish the State with the following documentation which will be in form and
       substance at least equal to comparable material generally in use in the industry.

                DOCUMENTATION                                  QUANTITY

                User's Manual                                        2
                Systems Manual                                       2
                Operating Manual                                     2
                Programming Manual                                   2
                Modification Manual                                  2

11.0   PROGRESS REPORTS: Contractor shall submit a progress report to the State signed by an authorized officer of
       Contractor on a monthly basis. Such progress report shall describe the status of Contractor's performance since the
       preceding report, including the products delivered, the progress expected to be made in the next period, the amounts billed
       for the current period as well as cumulative amounts billed relative to the State's order. Each report shall describe
       Contractor's activities by reference to the work schedule included in the State's order. Reports shall be sent to the Contract
       Administrator designated by the State.

12.0   RESPONSIBILITIES OF CONTRACTOR: Contractor agrees:

       12.1     To perform those tasks and deliver the products identified in the State's order(s) identified under the heading
                "Scope of Work."

       12.2     To comply with all security regulations in effect at the State's premises, and externally for materials belonging to
                the State or to the project.

       12.3     To assign on a full-time basis Contractor's employees, agents or representatives to assist in fulfilling its
                performance under this Agreement.

       12.4     To appoint a Contract Administrator for liaison and consultation with the State. The Contract Administrator shall
                have authority to make managerial and technical decisions concerning the services deliverable under this
                Agreement.

       12.5     To correct any errors in the work found by the State or Contractor for a period of twelve (12) months after
                acceptance by the State. Such corrections shall commence within forty-eight (48) hours after the State's written
                notification to Contractor.

13.0   RESPONSIBILITIES OF THE STATE: The State agrees:

       13.1     To arrange for necessary cooperation by the State's officials and employees, including providing access to such
                records and other information needed by Contractor to carry out the work set forth in the State's order.

       13.2     To appoint a Contract Administrator for liaison and consultation with Contractor. The Contract Administrator
                shall have authority to make managerial and technical decisions concerning services deliverable under this
                Agreement and to accept or approve Contractor's work on behalf of the State. The State's Contract Administrator
                shall not have authority to amend or in any way modify the provisions of this Agreement.

       13.3     To deliver the following items prior to the Start Date for each phase of work if specified in the State's order(s): (1)
                source programs in machine readable form (e.g., cards, or card image magnetic tape or diskette); (2) a
                representative test data sample to exercise all items referenced in the State's order; (3) currently available detailed
                documentation and specifications; (4) program output reports produced by any delivered programs from (1)
                above, from any test data from (2) above; and (5) assignment of the file and program nomenclature. Delayed
                delivery of any of the above specified products for any phase of work shall result in a day-to-day extension of the
                completion date for the work in that phase.

       13.4     To abstain from effecting any change, modification, or enhancement of all items referenced in the State's order
                subsequent to Contractor's receipt of the deliverables provided under paragraph 13.3 of this Personal Services
                Rider.

14.0   RIGHT TO APPROVE CHANGES IN STAFF: The State shall have the absolute right to approve or disapprove a
       proposed change in the Contractor's staff assigned to State projects. The State, in each instance, will be provided with a
       resume of the proposed substitute and an opportunity to interview that person prior to giving its approval or disapproval.
       The State shall not unreasonably withhold its approval.

15.0   SOFTWARE STANDARDS: Any software delivered hereunder will be developed by Contractor to operate on the State's
       equipment and software system as specified in the State's solicitation document and the State's order.

       Contractor agrees that all software and other products delivered hereunder will comply with the State's applicable standards
       as set forth in the State site's data processing standards manual, or as otherwise specified in the State's solicitation document
       or order(s). The State agrees that it will make every reasonable accommodation to its standards and procedures to enable
       Contractor's staff and any resulting software products to operate efficiently and effectively on the State site's computer
       system. In addition to, but in limitation of, the representations herein contained, Contractor agrees that all products or
       elements to be delivered hereunder shall comply with all applicable provisions of standards or draft standards issued by the
       American National Standards Institute.

16.0   TASKS, DELIVERABLES AND PAYMENT: The State's solicitation document and order(s) describe specifically the
       nature and goals of the work to be performed by Contractor hereunder, how it shall be performed, and when it shall be
       completed. They also describe products required to be delivered by contractor upon completion of each task, the form any
       such product shall take, and the payment, if any, which shall be due upon acceptance by the State of the completed work.

       Payments for completed work totaling up to seventy-five percent (75%) of the total amount of the State's order(s) shall be
       paid to Contractor in accordance with and upon completion, delivery and acceptance of the work listed on the State's
       order(s) within thirty (30) days after such acceptance. A final payment in the amount of the remaining twenty-five percent
       (25%) of the State's total order may be withheld by the State to be paid within ninety (90) days after acceptance of all work
       included in the order(s).

17.0   TERMINATION: The State reserves the right to terminate this Agreement by giving written notice to Contractor of such
       termination and specifying the effective date thereof, at least ten (10) days before the effective date of such termination.
       Contractor shall, in the event of such termination, be entitled to receive compensation for any work accepted hereunder in
       accordance with the State's order(s). Contractor shall also be compensated for partially completed work in the event of
       such termination. The compensation for such partially completed work shall be no more than the percentage of completion
       of each work effort, as determined in the sole discretion of the State, times the corresponding payment for completion of
       such work as set forth in the State's order(s).

       Upon termination or other expiration of this Agreement, each party shall forthwith return to the other all papers, materials,
       and other properties of the other held by each for purposes of execution of this Agreement. In addition, each party will
       assist the other party in the orderly termination of this Agreement and the transfer of all aspects hereof, tangible or
       intangible, as may be necessary for the orderly, non-disruptive business continuation of each party.

18.0   TIME PERIOD: The term of this Agreement shall commence on the date specified on the State's order and shall continue
       until all work as specified on the State's order(s) has been accepted by the State, or until otherwise terminated under the
       provisions contained herein.

19.0   TITLE: All original written material, including programs, card decks, tapes, listings and other documentation both
       originated and prepared by Contractor pursuant to this Agreement shall belong exclusively to the State of Wisconsin.

       The State shall have unlimited rights to specific computer software developed or generated under this Agreement.
       Unlimited rights means rights to use, duplicate or disclose technical data, in whole or in part, in any manner and for any
       purpose whatsoever and to have or permit others to do so.

20.0   TRAINING: Contractor agrees to develop and conduct training programs for State personnel who will operate and
       maintain any developed software to achieve the level of proficiency necessary to support the State's use of the software.
       Contractor agrees to permit videotaping of the training programs and to furnish the State with copies of all materials used in
       the training programs.

21.0   TRAVEL EXPENSE: Contractor shall not charge the State for any travel expense without the State's prior written
       approval. Upon obtaining the State's written approval, Contractor shall be authorized to incur travel expense payable by the
       State only to the extent provided by Wisconsin Statutes and Administrative Rules.

22.0   WARRANTY OF OPERATION: Contractor warrants that any work products delivered hereunder will, at the time of
       delivery, be free from defects in manufacture or materials and will meet the specifications set forth in the State's solicitation
       document and order, and Contractor will without charge to the State correct any such defects and make such additions,
       modifications, or adjustments to the work product as may be necessary to keep the work product in operating order in
       accordance with such specifications.
STATE OF WISCONSIN                                                           Bid / Proposal #    27879-LAA
DOA-3477 (R05/98)
                                                                         Commodity / Service     COMPRESSED VIDEO
                                                                                                 CONFERENCING
                             VENDOR INFORMATION – ATTACHMENT A
1.   BIDDING / PROPOSING COMPANY NAME
     FEIN

     Phone      (      )                                           Toll Free Phone       (       )

     FAX        (      )                                           E-Mail Address

     Address

     City                                                          State               Zip + 4

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

     Phone      (      )                                             Toll Free Phone         (       )

     FAX        (      )                                             E-Mail Address

     Address

     City                                                          State               Zip + 4

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

     Phone      (      )                                             Toll Free Phone         (       )

     FAX        (      )                                             E-Mail Address

     Address

     City                                                          State               Zip + 4

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

     Phone      (      )                                             Toll Free Phone         (       )

     FAX        (      )                                             E-Mail Address

     Address

     City                                                          State               Zip + 4


5.   CEO / President Name

                    This document can be made available in accessible formats to qualified individuals with disabilities.
STATE OF WISCONSIN                                                         Bid / Proposal #   27879-LAA
DOA-3478 (R12/96)


                                                       VENDOR REFERENCE
                                                         ATTACHMENT B

FOR VENDOR:

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

Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.

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




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.

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




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No

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




Company Name

Address (include Zip + 4)

Contact Person                                                                Phone No.

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




This document can be made available in accessible formats to qualified individuals with disabilities.
State of Wisconsin                                                                                     Division of State Agency Services
Department of Administration                                                                                State Bureau of Procurement
DOA-3333 (R03/2004)
                                                                                                              ATTACHMENT C

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.

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

         OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to
         Wisconsin municipalities. A vendor’s decision on participating in this service has no effect on awarding this contract.
        A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal
        delivery areas, or other minimal changes for municipalities.
        Vendor: please check one of the following boxes in response.
                I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special
                conditions noted below.
                I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.
Special Conditions (if applicable):




Signature                                                                                 Date (mm/dd/ccyy)


Name (Type or Print)                                                                      Title


Company                                                                                   Telephone

                                                                                          (       )
Address (Street)                                   City                                   State       ZIP + 4


Commodity/Service                                                                         Request for Bid/Proposal Number

                                                                                          27879-LAA
              This form can be made available in accessible formats upon request to qualified individuals with disabilities.
STATE OF WISCONSIN                                                                                              ATTACHMENT D
DOA-3027 N(R01/98)



                           DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION

The attached material submitted in response to Bid/Proposal #27879-LAA 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.
                                                    ATTACHMENT E

                                                  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 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 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
Definitions:

Lower tier transaction: Any procurement contract for goods or services between a participant and the 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 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.

rev. 2/95
                                    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 whom 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.




                                                          69
                                                    ATTACHMENT F

                                                   LOBBYING FORM
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 over $100,000 (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.
Person means an individual, corporation, company, association, authority, firm, partnership, society, State, and local
government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe,
tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal
law.
Contract number and Name: _____________________________________
Company Name and Address:
______________________________
______________________________
______________________________
______________________________

______________________________                                           __________________________
Signature                                                                Date
Name or Designee
(If designee, attach Designee Authorization)

_______________________________
Name printed




                                                             70
                                                                         ATTACHMENT G
                                                             DISCLOSURE OF LOBBYING ACTIVITIES FORM
                                                                                                                                                                                   Approved by OMB
                                                                                                                                                                                          0348-0046
                                                                                                                                                                                (Reproduced by DOA)
                                                        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: ____________




                                                                                                          71
                                     DISCLOSURE OF LOBBYING ACTIVITIES
                                            CONTINUATION SHEET                             (cont.)


Reporting Entity:________________________________________________   Page ______ of _____




                                                   72
            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 reasonable 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), cWashington, D.C. 20503.




                                                                           73
State of Wisconsin                                                                                 Division of Executive Budget and Finance
Department of Administration                                                                       State Controller’s Office
DOA-6448 (R09/2004)

Substitute  W-9                                                                                    DO NOT send to IRS
ATTACHMENT H
                               Taxpayer Identification Number (TIN) Verification
Print or Type
Please see attachment or reverse for complete instructions.
This form can be made available in alternative formats to qualified individuals upon request.
Legal Name (as entered with IRS)                                                            Entity Designation (check only one) Required
If Sole Proprietorship or LLC Single Owner, enter your Last, First, MI
                                                                                                 Individual/Sole Proprietor/LLC Single Owner
                                                                                                 Corporation (includes service corporations)
Trade Name                                                                                       Limited Liability Company - Partnership
Enter Business Name if different from above.                                                     Limited Liability Company - Corporation
                                                                                                 Government Entity
                                                                                                 Hospital Exempt from Tax or Government
Remit Address (where check should be mailed)                                                     Owned
PO Box or Number and Street, City, State, ZIP + 4                                                Long Term Care Facility Exempt from Tax or
                                                                                                 Government Owned
                                                                                                 All Other Entities
                                                                                            Taxpayer Identification Number (TIN)
                                                                                            If you are a sole proprietor and you have an EIN, you
                                                                                            may enter either your SSN or EIN. However, the IRS
Order Address       (where order should be mailed; complete only if different from remit)   prefers that you show the SSN.
PO Box or number and street, City, State, ZIP + 4


                                                                                            ___ ___ ___ ___ ___ ___ ___ ___ ___


1099 Address       (for return of 1099 form; complete only if different from remit)         Check Only One Required (see “Instructions”)
PO Box or number and street, City, State, ZIP + 4
                                                                                                  Social Security Number (SSN)
                                                                                                  Employer Identification Number (EIN)
                                                                                                  Individual Taxpayer Identification Number
                                                                                                 for U.S. Resident Aliens (ITIN)

Certification
Under penalties of perjury, I certify that:
      1. The number shown on this form is my correct taxpayer identification number, AND
      2. I am not subject to back up withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by
         the Internal Revenue Service (IRS) that I am subject to back up withholding as a result of a failure to report all interest or
         dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
      3. I am a U.S. person (including a US resident alien).
Printed Name                                  Printed Title                              Telephone Number
                                                                                         (     )
Signature                                                                                Date (mm/dd/ccyy)


For Agency Use Only
Agency Number                                         Contact                                       Phone Number

Change
           Name                Address                  Other (explain)

         Return completed form via facsimile machine or to the address listed below.


                                                                                                    Forms may be returned to:
                                                                                                    Fax Number: (       )
                                                                                                    Attn:



                                                                                      74
DOA-6448 (R06/2004)


Instructions for Completing Taxpayer Identification Number Verification
(Substitute W-9)

Legal Name As entered with IRS                                                     returns with the IRS to report interest, dividends,
     Individuals: Enter Last Name, First Name, MI
                                                                                   and certain other income paid to you, mortgage
     Sole Proprietorships: Enter Last Name, First Name, MI                         interest you paid, the acquisition or abandonment of
               LLC Single Owner: Enter owner's                                     secured property, or contributions you made to an
         Last Name, First Name, MI                                                 IRA. The IRS uses the numbers for identification
     All Others: Enter Legal Name of Business                                      purposes and to help verify the accuracy of your
                                                                                   tax return. You must provide your TIN whether or
Trade Name                                                                         not you are required to file a tax return. Payers
     Individuals: Leave Blank                                                      must generally withhold 29% of taxable interest,
     Sole Proprietorships: Enter Business Name                                     dividend, and certain other payments to a payee
     LLC Single Owner: Enter LLC Business Name                                     who does not furnish a TIN to a payer. Certain
     All Others: Complete only if doing business as a D/B/A
                                                                                   penalties may also apply.
Remit Address

     Address where payment should be mailed.                              What Name and Number to Give the Requester
                                                                              For this type of account:               Give name and SSN of:
Order Address                                                                 1. Individual                           The individual
     Address where order should be mailed. Complete only if                   2. Two or more individuals (joint       The actual owner of the account or,
     different from remit address.                                                account)                            if combined funds, the first
                                                                                                                      individual no the account 1
1099 Address
                                                                              3. Custodian account of a minor         The minor 2
     Address where 1099 should be mailed. Complete only if                        (Uniform Gift to Minors Act)
     different from remit address.                                                                                    The grantor-trustee 1
                                                                              4. a. The usual revocable savings
Entity Designation                                                                trust (grantor is also trustee)
                                                                                                                      The actual owner 1
     Check ONE box which describes the type of business                          b. So-called trust account that is
     entity.                                                                     not a legal or valid trust under
                                                                                 state law
Taxpayer Identification Number                                                                                        The owner 3
                                                                              5. Sole proprietorship or Single-
     LIST ONLY ONE: Social Security Number OR Employer                            Owner LLC
                                                                              For this type of account:               Give name and EIN of:
     Identification Number OR Individual Taxpayer
                                                                              6. Sole Proprietorship or Single-       The owner 3
     Identification Number. See “What Name and Number                             Owner LLC
     to Give the Requester” at right.
                                                                              7. A valid trust, estate, or pension    Legal entity 4
                               If you do not have a TIN, apply for               trust
                     one immediately. Individuals use federal
                     form SS-05 which can be obtained from the                8. Corporate or LLC electing            The corporation
                                                                                  corporate status on Form 8832
                     Social Security Administration. Businesses
                     and all other entities use federal form SS-04            9. Association, club, religious,
                     which can be obtained from the Internal                     charitable, educational, or other    The organization
                                                                                 tax-exempt organization
                     Revenue Service.
                                                                              10. Partnership or multi-member
Certification
                                                                                   LLC                                The partnership
     You must cross out item 2 above if you have been                         11. A broker or registered nominee
     notified by the IRS that you are currently subject to                                                            The broker or nominee
     backup withholding because you have failed to report all                 12. Account with the Department of
     interest and dividends on your tax return. For real estate                  Agriculture in the name of a
     transactions, item 2 does not apply. For mortgage                           public entity (such as a state or    The public entity
     interest paid, acquisition or abandonment of secured                        local government, school district
                                                                                 or prison) that receives
     property, cancellation of debt, contributions to an                         agricultural program payments
     individual retirement arrangement (IRA), and generally,
     payments other than interest and dividends, you are not              1 List first and circle the name of the person whose number you furnish. If
     required to sign the Certification, but you must provide
                                                                          only one person on a joint account has an SSN, that person’s number must be
     your correct TIN.                                                    furnished.
                                                                          2 Circle the minor’s name and furnish the minor’s SSN.
Privacy Act Notice                                                        3 You must show your individual name, but you may also enter your
                                                                          business or “DBA” name. You may use either your SSN or EIN (if you have
        Section 6109 requires you to furnish your                         one).
                                                                          4 List first and circle the name of the legal trust, estate, or pension trust. (Do
     correct TIN to persons who must file information

                                                                     75
not furnish the TIN of the personal representative or trustee unless the legal
entity itself is not designated in the account title.)

NOTE: If no name is circled when more than one name is listed, the number
will be considered to be that of the first name listed.




                                                                                 76
Taxpayer Identification Request

In order for the State of Wisconsin to comply with the Internal Revenue Service regulations, this letter is
to request that you complete the enclosed Substitute Form W-9. Failure to provide this information may
result in delayed payments or backup withholding. This request is being made at the direction of the
Wisconsin State Controller in order that the State may update its vendor file with the most current
information.

Please return or FAX the Substitute Form W-9 even if you are exempt from backup withholding within (10)
days of receipt. Please make sure that the form is complete and correct. Failure to respond in a timely
manner may subject you to a 29% withholding on each payment or require the State to withhold
payment of outstanding invoices until this information is received.

We are required to inform you that failure to provide the correct Taxpayer Identification Number (TIN) /
Name combination may subject you to a $50 penalty assessed by the Internal Revenue Service under
section 6723 of the Internal Revenue Code.

Only the individual’s name to which the Social Security Number was assigned should be entered on the
first line.

The name of a partnership, corporation, club, or other entity, must be entered on the first line exactly as it
was registered with the IRS when the Employer Identification Number was assigned.

DO NOT submit your name with a Tax Identification Number that was not assigned to your name. For
example, a doctor MUST NOT submit his or her name with the Tax Identification Number of a clinic he or
she is associated with.

Thank you for your cooperation in providing us with this information. Please return the completed form to:




Phone:



Enclosure




                                                                                                              77
Wisconsin Department of Administration                                                                       State Bureau of Procurement
                                                                                                                                    th
Division of State Agency Services                                                                         101 East Wilson Street, 6 Floor
DOA-3766 (C04/2004)                                                                                                   Post Office Box 7867
                                                                                                                Madison, WI 53707-7867
                                                                                                                       Fax (608) 267-0600
                                                                                                                       TTY (608) 267-9629
                                                                                                               http://vendornet.state.wi.us

                                         Vendor Purchasing Card Information
                                                    ATTACHMENT I
Purchasing Cards: The State of Wisconsin has implemented a Visa Purchasing Card program for purchases up to $5,000.
The use of these cards enables the State to reduce the volume of purchase orders and supplier invoices that must be
processed.

As a supplier to the State, you also will derive benefits by accepting the Visa Purchasing Card:
       Improved Cash Flow: Unlike the standard purchase order/invoice method, where your company may wait up to
       30 days for payment, funds for Purchasing Card transactions are sent electronically through the banking system
       into your business checking account within three days.
       Reduced Expenses: By accepting the Purchasing Card, your company will not have to process and mail invoices,
       manage and collect receivables or post and process checks for each customer payment.
       Increased Sales: As state agency cardholders increasingly discover the benefits of purchasing with Visa, they will
       seek suppliers who accept the card for payment.

If your company already accepts Visa, you may not need to do anything more. If you do not accept Visa, contact your
local banking institution to be set up as a merchant, or contact the State’s Purchasing Card Program Manager, at 608/267-
6922.

1. Does your company currently accept Visa cards for payment?
      YES         NO
2. If you answered YES to question number 1, please provide your Visa Service provider name and Visa service provider
   number:

                Visa Service Provider Name:

                Visa Service Provider Number:

3. If you answered NO to question number 1, does your company want to service the State of Wisconsin by accepting
   Visa Purchasing Cards for payment?
        YES       NO

4. If you answered YES to question number or question number 3, please provide the name of the individual who should
   be contacted to discuss the acceptance process:


        Bidding Company Name:

        Contact Name:                                                              Title:

        Mailing Address: (Street or P.O. Box #)

        City:                                                      State:                             ZIP

        Toll Free:     (   )     -                  Phone:     (      )     -                 Fax:    (     )    -

        E-Mail:

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

                                                                                                                              78

				
DOCUMENT INFO