0510558_Complete_with_Docusign_Maint_Repair__Insta.pdf

CONTRACT:

395002-O25-0510558-01

By and between:

The State of Wisconsin

Department of Transportation

And

Arbor Green Inc

Commodity or Service:

Maint R&I,T I&II Traffic Signs

Initial Contract Term:

July 01, 2025 – June 30, 2026

Renewal Term:

(4 total – One-year optional terms)

For further information regarding this Contract, contact:

Casey Amans at Casey.Amans@dot.wi.gov

State of Wisconsin

Contractor

Department of Transportation

Contractor

Name:

Authorized Representative Authorized Representative

Name:

Name:

Title: Title:

Signature: Signature:

Date: Date:

Docusign Envelope ID: 02C26293-9D00-47CA-A66A-334EAD4A31D5

Rebecca Burkel

7/2/2025

DTSD Administrator

Christy Wade

President

7/2/2025

Arbor Green, Inc.

1. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract”, shall be between the Wisconsin Department of Transportation, hereinafter referred to as “WisDOT”, and Arbor Green Inc, hereinafter referred to as the “Contractor” and/or “Provider”, for the maintenance, repair, and installation of Type I and

Type II, traffic signs along State Trunk, US, and Interstate Highways, statewide. The majority of these signs will be either overhead signs or large freeway guide signs., according to the terms set forth in this Contract.

WisDOT Contract Administrator will be: Casey Amans, WisDOT TDU Sign Engineer, email

Casey.Amans@dot.wi.gov.

2. TERM OF CONTRACT

Contract term is July 01, 2025 to June 30, 2026, with 4 One-year renewal option(s).

3. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

The WisDOT’s Request for RFB 0510558, the RFB 0510558 response written communications, and this Agreement constitute the entire agreement between the parties The hierarchy of documents in order for resolution is as follows:

1. Official Wisconsin Department of Transportation Purchase Order and or Contract Standard

Terms and Conditions attached to any of these procurement documents govern unless modified within the document.

2. Written communications regarding contract terms agreed upon in writing.

3. Vendor’s Response as submitted.

4. Request for RFB 0510558, Solicitation Reference # 13610.

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

4. WORK PLAN

The state and the contractor agree that all services provided by the contractor shall be in accordance with written communications, official purchase order(s), and this agreement.

WisDOT and the contractor agree that all work plans, deliverables, timelines, and budgets require the review and approval of the WisDOT contract Administrator as indicated in Section I of this contract document. Mutual agreement will be in the form of an approved Statement of Work. Approved and signed Statements of Work will be attached and become part of this contractual agreement.

Statements of Work will use the following naming format; include current date and sequential SOW number:

STATEMENT OF WORK: MM-DD-YYYY_SOW-01

Contract: 395002-O25-0510558-01

5. PAYMENT FOR DELIVERABLES

Payment shall be made after each task has been completed and/or deliverable has been received and accepted by the contract administrator. Contractor must hold the accepted prices and/or costs for the entire contract period. Any adjustment to prices and/or costs at the beginning of a contract renewal period will be negotiated between WisDOT and the Contractor.

6. ON-SITE SERVICE

In carrying out the scope of this Contract, the Contractor may be required to perform services on

WisDOT property. Contractor’s cost must include all transportation and insurance charges.

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

Warranty: A one-year warranty for defective workmanship and/or replacement of defective products/materials of the contract is required in addition to any warranties provided automatically by the manufacturers of the products/materials. Provide all manufacturers’ warranties to the WisDOT contract administrator.

7. EMPLOYMENT

In accordance with the Internal Revenue Code Section 3402(e), if the individual is a current State employee, all payments for services are deemed to be wages and must be payrolled. Wisconsin

Statute Section 230.047 must be adhered to when utilizing current employees of other state agencies.

All state employees are covered by the maximum additional earnings provision of Section 16.417(2)

Wisconsin Statutes noted above.

Furthermore, the Contractor will not engage the services of any person or persons now employed by the state, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the agency/employer of such person or persons and of the agency head.

8. UNSATISFACTORY PERFORMANCE AND ‘CURE’ NOTICE

The WisDOT contract administrator and/or the Purchasing Agent will warn the contractor verbally and/or in writing of unsatisfactory performance at any time during the contract period. Contractor will be given a period of time to ‘cure’ the performance. If performance does not improve to WisDOT’s satisfaction, the Purchasing Agent will consider termination of the contract following the process specified in the section titled TERMINATION OF CONTRACT.

9. TERMINATION OF CONTRACT

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

Such termination will require written notice to that effect to be delivered by the contractor to the agency not less than 60 days prior to said termination.

10. CERTIFICATION OF SALES AND USE TAX

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

11. PRIME AND SUBCONTRACTORS

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

12. SMOKE-FREE ENVIRONMENT

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

13. SEPARABILITY

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

14. CONFIDENTIALITY

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

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

Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the

State’s or the manufacturer's, Contractor’s, or distributor's whereby Contractor or any Contractor’s personnel may gain access while engaged by the State or while on State premises.

The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor following any termination. Contractor shall advise all Contractor’s agents, employees, successors, assigns and subcontractors which are engaged by the

State of the restrictions, present and continuing, set forth herein. Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by Contractor, its agents, employees, successors, assigns and subcontractors regarding the restrictions herein.

15. MINORITY BUSINESS ENTERPRISE/DISABLED VETERAN BUSINESSES &

SUBCONTRACTORS

Wisconsin statutes support purchasing goods/service from state certified Minority Business

Enterprises (MBEs) and Disabled Veteran-owned Businesses (DVBs) located in Wisconsin.

Wisconsin is committed to the promotion of state certified minority and disabled veteran-owned businesses in the State’s purchasing program.

An MBE means a business is certified by the Wisconsin Department of Administration under Statute

560.036(2). Authority for the Minority Business Enterprise (MBE) program is found in Wisconsin

Statutes 15.107(2), 16.75(3m), and 16.755.

A DVB means a business is certified by the Wisconsin Department of Administration (DOA), Wisconsin Supplier Diversity Program under Statute 16.283 (3). “Disabled veteran” means a person who is verified by the Department of Veterans Affairs as being all of the following at the time the person applies for certification:

1. A veteran as defined in s. 45.01(12),

2. A resident of this state, and

3. A person who is in receipt of an award from the U.S. Department of Veterans Affairs of a service

– connected disability rating under 38 USC 1114 or 1134 of at least 30%.

Your company or subcontractor(s) must be currently “Certified” and registered in the Supplier

Diversity Program in the State of Wisconsin to qualify as an MBE or DVB. Certification is required prior to the execution of the contract with Wisconsin and must be kept up to date throughout the life of the contract. Certified State of Wisconsin Diversity Program Suppliers can be searched on the

Wisconsin Supplier Diversity website: https://wisdp.wi.gov/Search.aspx.

https://wisdp.wi.gov/Search.aspx

MINORITY BUSINESS PARTICIPATION REPORT

Wisconsin Department of Transportation

DT1230 8/2006 s.16.75(3m) Wis. Stats.

Return via FAX to:

OR

Return via e-mail to:

608-267-3609, ATTN: Purchasing Minority Business Coordinator tipscorrespondence.dbm@dot.wi.gov

Report Date Contract / Purchase Order # Time Period Covered by Report

Monthly: through

Quarterly: #1 #2 #3 #4

Project Name / Contract Title

Prime Vendor / Contractor Name

Federal Employer Identification Number – FEIN

Minority Vendor

Contractor Name, Address and Telephone Number Product / Service

Purchased Subcontract $ Amount

Second Tier $ Amount

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

I certify that the information contained on this report is true and correct.

I also certify that I am an authorized representative of the above-identified Prime Vendor / Contractor.

(Prime Vendor/Contractor Authorized Representative Name)

(Title)

STANDARD TERMS & CONDITIONS, DOA-3054 (R03/2019)

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

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

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

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

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

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

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

6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award.

Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industrywide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

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

7.0 UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

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

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

15.0 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin.

The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser).

Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

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

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

19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren-ticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

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

19.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an

"ineligible" contractor, termination of the contract, or withholding of payment.

19.4 Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

19.5 Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

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

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

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

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

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

23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

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

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

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

26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicita-tion, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law.

Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

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

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information, and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608- 266-8123).

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

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

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

31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited.

News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin.

Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

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

33.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the

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

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

Supplemental Standard Terms and Conditions for Procurements for Services DOA-3681 (1/2017)

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

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

2.1 The prices in this bid/proposal have been arrived at

independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder/proposer or with any competitor;

2.2 Unless otherwise required by law, the prices which have

been quoted in this bid/proposal have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the

bidder/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition.

2.4 Each person signing this bid/proposal certifies that:

He/she is the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above.

3.0 DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

3.1 Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor and another person or organization that constitutes a conflict of interest with respect to a state contract. The Department of Administration may waive this provision, in writing, if those activities of the potential contractor will not be adverse to the interests of the state.

3.2 Contractors shall agree as part of the contract for

services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of

Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

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

5.0 EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the State of

Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the contracting agency.

6.0 CONFLICT OF INTEREST: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and

181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

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

The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/proposal held by the contractor.

It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

Pursuant to §19.36 (3), Wis. Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

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

Wisconsin Department of Transportation EVENT 13610 RFB 0510558

Maintenance, Repair and Installation of Types I & II, Traffic Signs

Request for Bid (RFB) 0510558

Event # 13610

Special Conditions (Special Requirements) of Bid

Issued by:

The State of Wisconsin

Department of Transportation

Questions Due by:

April 22, 2025

Bids Due by:

May 9, 2025

Bids must be submitted in eSupplier

For further information regarding this RFB, contact:

mark.mackenzie@dot.wi.gov

SPECIAL CONDITIONS OF BID

TABLE OF CONTENTS

SECTION SUBJECT PAGE #

1 GENERAL INFORMATION AND SCOPE

1.1 SCOPE

1.2 DEFINITIONS

1.3 CONTRACT TERM

1.4 ENDORSEMENTS, TESTIMONIALS, AND PROMOTIONAL ACTIVITIES

1.5 COOPERATIVE PURCHASING AND PIGGYBACKING

2 BIDDER QUALIFICATIONS AND REQUIREMENTS

3 WISDOT STANDARD SPECIFICATIONS

4 SPECIAL TERMS AND CONDITIONS

4.1 CONTRACT QUANTITIES/NEW OR DELETED ITEMS

4.2 DELIVERY

4.3 FREIGHT CHARGES

4.4 WISDOT STANDARD TERMS AND CONDITIONS FOR INSURANCE REQUIREMENTS

4.5 WARRANTY

4.6 SAFETY NOTICES/RECALLS

4.7 SUBCONTRACTING OR THIRD PARTY PAYMENTS

4.8 CONFIDENTIALITY

4.9 LIQUIDATED DAMAGES

4.10 FIRM PRICES

4.11 ORDERS

4.12 INVOICING REQUIREMENTS

4.13 REPORTING REQUIREMENTS

4.14 ORDER OF PRECEDENCE

4.15 CONTRACTOR MAJOR STRUCTURAL CHANGE

5 BID PROCEDURE AND INSTRUCTIONS

5.1 REASONABLE ACCOMMODATIONS

5.2 CALENDAR OF EVENTS

5.3 QUESTIONS

5.4 METHOD OF BID

5.5 BID RESPONSE REQUIREMENTS

5.6 PROPRIETARY AND CONFIDENTIAL INFORMATION

5.7 BID SUBMISSION

5.8 MULTIPLE BIDS

5.9 INCURRING COSTS

5.10 WISCONSIN PUBLIC RECORDS LAW

5.11 WISCONSIN ESUPPLIER REGISTRATION

6 BID OPENING, ACCEPTANCE AND AWARD

6.1 BID OPENING

6.2 BID ACCEPTANCE

6.3 BASIS FOR BID AWARDS

6.4 METHOD OF AWARD

6.5 WISDOT CONTRACT ADMINISTRATOR

6.6 RECEIVING AND ACCEPTANCE OF PURCHASED GOODS AND SERVICES

6.7 MINORITY BUSINESS ENTERPRISE / DISABLED VETERAN OWNED BUSINESS PARTICIPATION

6.8 EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION AND AFFIRMATIVE ACTION PLANS

6.9 APPEALS PROCESS (SERVICES OVER $50,000 ONLY)

6.10 TERMS AND CONDITIONS

6.11 CONTRACT CANCELLATION

6.12 CERTIFICATION FOR COLLECTION OF SALES AND USE TAX

7 ATTACHMENTS

Attachment A DVB/MBE Program Awareness, Compliance and Action Plan Attachment B DVB/MBE Monthly Participation Report Attachment C Bidder Response Sheet Attachment E Specifications RFB 0510558 Event 13610 Attachment F Bid Price Sheet Attachment G – RFB 0510558 - SPECS-CCA TREATED S4S POSTS Attachment H - List of Drawings 0510558 DOA-3832 Bidder Required Form DOA-3054 Standard Terms and Conditions RFB-RFP_Mar2019 DOA-3681 Supplemental Standard Terms and Conditions DOA-3021P – Wisconsin Contract Compliance Program Contractor Instructions Regions and Counties Drawings:

Legacy Sign Supports Structural Steel HS MASH Type I Standard Details 0510558-13610 (five pages) Sign Stringer Mounting Requirements Type I Sign Connection to Overhead Sign Support (A4-7A) Type II Sign Connection to Overhead Sign Support (A4-7B) Typical Installation of Permanent Type II Signs on Single Posts A4-3 0510558-13610 Typical Installation of Type II Signs on Multiple Posts A4-4 0510558-13610

1 GENERAL INFORMATION AND SCOPE

The Wisconsin Department of Transportation (WisDOT or DOT), through its Purchasing Unit (Purchasing), requests bids to establish a contract for the purchase of maintenance, repair, and installation of Type I and Type II, traffic signs.

The resulting contract shall be governed by the attached Standard Terms and Conditions (DOA-3054 and DOA-3681) and any WisDOT Standard Terms and Conditions, unless specifically modified in this Special Conditions of Bid 0510558 document. Conditions of bid that include the word "must" or "shall,” describe a mandatory requirement.

1.1 Scope

This contract will involve the maintenance, repair, and installation of Type I and Type II, traffic signs along State Trunk, US, and Interstate Highways, statewide. The majority of these signs will be either overhead signs or large freeway guide signs. The department has not had the capability to perform this work in-house since 2009.

1.2 Definitions

The following definitions are used throughout the RFB documents:

Agency: The Wisconsin Department of Transportation Bidder/Vendor: A legal entity, company or individual submitting a bid response to this RFB Contractor or Supplier: Bidder awarded the contract Department: The Wisconsin Department of Transportation DOT or WisDOT: The Wisconsin Department of Transportation Piggybacking: is when a state agency uses an existing open contract established by another agency RFB: Request for Bid SCOB: Special Conditions of Bid-(Contract), or also, Special Requirements of Bid-Contract.

State: The State of Wisconsin

1.3 Contract Term

WisDOT intends to utilize the results of this RFB to award a contract. Retain a copy of these bid documents and any addenda for your files. The RFB document and the awarded bidder’s response shall become the contract unless a separate contract is executed.

The initial term of this contract shall be from, or (ASAP) after, July 1, 2025, through June 30, 2026 with 4 (four) one-year renewal options by mutual consent. Any extension beyond the renewal options must be authorized by mutual agreement of the Contractor and WisDOT.

As required by Wisconsin Statutes, continuance of a contract beyond the limits of funds available shall be contingent upon appropriation of the necessary funds and the termination of the contract by lack of appropriation shall be without penalty to WisDOT. WisDOT does not guarantee to purchase any specific quantity during each contract term.

1.4 Endorsements, Testimonials, and Promotional Activities

Any unauthorized reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any agency or other subunits of Wisconsin state government, or any state official or employee, for commercial promotion is strictly prohibited.

1.5 Cooperative Purchasing and Piggybacking

Wisconsin Statutes (s. 16.73, Wis. Stats.) established authority to allow Wisconsin municipalities to purchase from State contracts. Voluntary vendor agreement is also needed for cooperative purchasing. See section 5 of DOA 3832.

Piggybacking allows a contract established by WisDOT or another Wisconsin state agency, if agreeable to both the contracting agency and the vendor, to obtain the benefits of volume purchases and/or reduction in administrative expenses, under the terms outlined herein. State agencies and campuses may contact WisDOT and an awarded supplier to arrange a piggybacking agreement.

2 BIDDER QUALIFICATIONS AND REQUIREMENTS

The contractor awarded this contract should have knowledge, experience, and equipment to correctly (per WisDOT specifications) maintain, install, repair, replace and remove Type I supports (concrete bases, steel I-beams, overhead mounting supports), extruded aluminum signs (Type I), wood posts, flat-aluminum signs (Type II) and all associated hardware. The contractor will need to have the ability to fabricate, or subcontract the fabrication, of signs, supports and all associated hardware. In addition, the contractor will need to be knowledgeable in and have the ability to perform traffic control per WisDOT specifications (requirements vary based on location), as well as have the ability to mobilize upon emergency request (within 24 and 48 hours) and during nighttime hours, depending on the nature of the work.

*It should be noted that in 2020 WisDOT moved to the MASH Support system, which impacts Type I signs. The majority of Type I signs currently installed are on the previous Legacy-style support system (see A3-1 plate noted as LEGACY STYLE), but any Type I signs installed since 2020/2021, and any future Type I installs, will require utilizing the MASH support system (see A3-1 plate updated in 2020). The contractor awarded this contract will need to have the ability to fabricate (or have fabricated) and install, replace and repair both types of support systems.

To be eligible for a contract award, you must respond to, be qualified, and able to meet all the requirements on Attachment C to SCOB 0510558.

3 WISDOT STANDARD SPECIFICATIONS

The specifications in Attachment E and Bid Price Sheet, are the minimum acceptable requirements. All specifications are defined as mandatory minimum requirements unless otherwise stated. Purchasing reserves the right to delete any specification or condition of bid if no bidder is able to comply with a given specification or condition of bid. Failure to meet specification requirements may disqualify your bid.

Perform the work under this contract as specified in the State of Wisconsin, Department of Transportation, Standard Specifications for Highway and Structure Construction, 2025 Edition, Wisconsin Department of Transportation 2025 Standard Specifications (Standard Spec) and subsequent editions, as published by the department, in combination with the department’s Standard Sign Plates, the department’s Standard Detail Drawings, the department’s Work Zone Field Manual (2021 edition or subsequent versions), and any applicable state or federal laws and regulations (including the federal Build America, Buy America act).

Bid specifications may not be revised without an official written addendum issued by Purchasing.

4 SPECIAL TERMS AND CONDITIONS

4.1 Contract Quantities/New or Deleted Items

Estimated annual quantities identified for each item on the “BID PRICE SHEET” are for bid purposes only and are based on historical data. WisDOT does not guarantee to purchase any specific quantity. Bids that state WisDOT must guarantee a specific quantity or dollar amount may be disqualified.

NEW OR DELETED ITEMS: WisDOT reserves the right to add to or remove from this contract products and/or services based on changes to standards unknown at the time of this bid. If additional products /services are added, contractor(s) prices must be comparable to current contract pricing for like products/services. Scope of work must be consistent with the current contract products/services.

Contractor should promptly notify Purchasing of new or discontinued products.

https://wisconsindot.gov/pages/doing-bus/eng-consultants/cnslt-rsrces/rdwy/stndspec.aspx

4.2 Delivery

Delivery is detailed in the prosecution and progress section of the specifications (Attachment E, section 2) after receipt of a work order.

4.3 Freight Charges

F.O.B. Destination Freight Included

On Site Service In carrying out the scope of this contract, the Contractor may be required to perform services on WisDOT property. Bidders must include/estimate all applicable transportation, labor and insurance charges in bid prices. Failure to include these costs may disqualify your bid.

Equipment and/or Materials on Site The successful bidder or an authorized representative must be present to accept delivery at the job site of all equipment and material shipments that are part of the contract. It shall be the contractor’s responsibility to assume all liability for any equipment or materials delivered to the job site. Delivery of any equipment or materials any day ‘before’ work will proceed must be coordinated with WisDOT staff.

4.4 WisDOT Standard Terms and Conditions for Insurance Requirements

Every contractor and all parties furnishing services or products to the Wisconsin Department of Transportation (WisDOT) or any of its subsidiary companies must provide WisDOT with evidence of the following minimum insurance requirements. In no way do these minimum requirements limit the liability assumed elsewhere in the contract. All parties shall, at their sole expense, maintain the following insurance:

A. Commercial General Liability Insurance including contractual coverage:

The limits of this insurance for bodily injury and property damage.

Combined shall be at least:

Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products-Completed Operations Limit $2,000,000 Personal and Advertising injury Limit $1,000,000

B. Business Automobile Liability Insurance:

Should the performance of this Agreement involve the use of automobiles, Contractor shall provide comprehensive automobile insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles. Contractor shall maintain limits of at least $1,000,000 per accident for bodily injury and property damage combined.

C. Workers’ Compensation Insurance:

Such insurance shall provide coverage in amounts not less than the statutory requirements in the state where the work is performed, even if such coverages are elective in that state.

D. Employers Liability Insurance:

Such…