14011-0-2025-BP Ambulance Billing.pdf

CITY OF MADISON

REQUEST FOR PROPOSALS

RFP #: 14011-0-2025-BP

Title: Ambulance Billing

City Agency: Finance

Due Date: July 11, 2025 2:00 PM Central Time

Our Madison – Inclusive, Innovative, & Thriving

REQUEST FOR PROPOSALS RFP 14011-0-2025-BP

14011 RFP.docx Page i

1 OPPORTUNITY AND WELCOME

Thank you for your interest in bidding on a City of Madison contract opportunity. The City’s mission is to provide the highest quality service for the common good of our residents and visitors.

The City of Madison Finance is seeking proposals from qualified vendors for Ambulance Billing.

Thank you for considering this opportunity to work with the City and further our mission!

2 IMPORTANT INFORMATION

DEADLINE FOR PROPOSALS: July 11, 2025 at 2:00 PM Central Time.

The City will not accept late proposals. Any changes to the deadlines will be posted as an addendum on the bid distribution websites listed below. See Section 3.1 for instructions for using these websites.

RFP NAME: Ambulance Billing

DEADLINE FOR

QUESTIONS:

The deadline for questions is June 23, 2025 at 2:00 PM Central Time.

Questions and/or inquiries must be submitted by email.

CITY’S ANSWERS

POSTED BY:

The City’s answers to your questions will be posted as an addendum by June 26, 2025. You must check the bid distribution websites for any addendums.

DUE DATE FOR

PROPOSALS:

July 11, 2025 2:00 PM Central Time

BID DISTRIBUTION

WEBSITES:

https://vendornet.wi.gov/Bids.aspx https://www.demandstar.com/

CONTACT

INFORMATION:

Brian Pittelli Purchasing Services 210 Martin Luther King, Jr. Blvd. Room 407 City-County Building Madison, WI 53703-3346

Phone: (608) 267-4969 Email: bpittelli@cityofmadison.com https://www.cityofmadison.com/vision-awards https://vendornet.wi.gov/Bids.aspx https://www.demandstar.com/app/agencies/wisconsin/city-of-madison-purchasing-services/procurement-opportunities/573ff565-ce2b-4c75-86ec-401cd5abf736/ mailto:bpittelli@cityofmadison.com

14011 RFP.docx Page ii

Table of Contents

1 OPPORTUNITY AND WELCOME .................................................................................................... i 2 IMPORTANT INFORMATION ........................................................................................................... i

3 HOW TO FIND RFP DOCUMENTS AND CONTACT THE CITY OF MADISON

Official Bid Distribution Websites – IMPORTANT Contact Information

4 OUR PURCHASING VALUES

Local Preference Purchasing Policy Equity in Contracting Equitable Hiring & Affirmative Action Plan Limitations on Nuclear Weapons Producers Sweatfree Purchasing

5 SCOPE OF WORK AND REQUIRED INFORMATION

Emergency Medical Service 2024 Ambulance User Fees Current Billing and Receipt Information Waiver and Installment Programs Service Requirements Term Virtual demonstrations Required Information and Content of Proposals Pricing Proposal

Basis for Selection

6 HOW TO SUBMIT YOUR PROPOSAL

Proposal Checklist Submit your Proposal by the Deadline Format Questions Addendum (Changes or Clarifications to this RFP) Multiple Proposals Changing or Withdrawing your Proposal Correcting Errors in your Proposal after the Due Date No Exceptions from Bidders

You are Responsible for all of your Costs in Making a Proposal Public Records and Trade Secrets

7 RULES FOR THE SELECTION PROCESS

8 LEGAL CONTRACT REQUIREMENTS

Sample Contract Affirmative Action Requirements for Contractors Insurance

9 IMPORTANT LEGAL INFORMATION FOR SOFTWARE AND TECHNOLOGY CONTRACTS

(Contracts over $25,000/year)

Sample Contract Form A: Price Proposal and Signature Affidavit Form B: References Form C: Vendor Profile Appendix A – Current Billing and Receipt Information Appendix B – Sample Business Associated Agreement Appendix C: Software Acquisition Questionnaire (SAQ) – do not return with your submission

3 HOW TO FIND RFP DOCUMENTS AND CONTACT THE CITY OF MADISON

Official Bid Distribution Websites – IMPORTANT

The City of Madison posts all requests for proposals (RFPs), addendums, updates, awards, and announcements on two websites: VendorNet and DemandStar. Both sites are free to register for City of Madison bids.

These two websites are the only places to get the official RFP and updates to the RFP.

Updates and addendums will only be posted on these websites. It is your responsibility to check the websites for updates and “addendums.” An addendum is a document that answers questions from bidders. It could make important changes to the RFP. If the addendum requires a response, and you fail to respond to it, you could be disqualified.

State of Wisconsin VendorNet System

State of Wisconsin and local government bid network. Registration is free. Search for City of Madison in the Agency search field.

VendorNet link https://vendornet.wi.gov/Bids.aspx

DemandStar by Onvia National bid network. Free subscription is available. Sign up for the free “Basic Plan” and select Wisconsin Association for Public Procurement (WAPP) as the agency to access City of Madison RFPs.

DemandStar link https://www.demandstar.com/app/agencies/wisconsin/city-of-madison-purchasing-services/procurement-opportunities/573ff565-ce2b-4c75- 86ec-401cd5abf736/

Register on DemandStar www.demandstar.com/app/registration

Contact Information

City of Madison Purchasing Contact (Buyer)

Brian Pittelli Purchasing Services 210 Martin Luther King, Jr. Blvd. Room 407 City-County Building Madison, WI 53703-3346

PH: (608) 267-4969

bpittelli@cityofmadison.com

Questions about Affirmative Action Plans

Contract Compliance, Department of Civil Rights 210 Martin Luther King, Jr. Blvd. Room 523 City-County Building Madison, WI 53703

PH: (608) 266-4910

dcr@cityofmadison.com

Email note Some email to the City gets lost in “spam.”

If you send the City an email and you do not hear back within 3 days, please call the Buyer at (608) 267-4969.

https://vendornet.wi.gov/Bids.aspx https://www.demandstar.com/app/agencies/wisconsin/city-of-madison-purchasing-services/procurement-opportunities/573ff565-ce2b-4c75-86ec-401cd5abf736/ https://www.demandstar.com/app/agencies/wisconsin/city-of-madison-purchasing-services/procurement-opportunities/573ff565-ce2b-4c75-86ec-401cd5abf736/ https://www.demandstar.com/app/agencies/wisconsin/city-of-madison-purchasing-services/procurement-opportunities/573ff565-ce2b-4c75-86ec-401cd5abf736/ https://www.demandstar.com/app/registration mailto:dcr@cityofmadison.com

4 OUR PURCHASING VALUES

Local Preference Purchasing Policy

The City of Madison gives preference to local vendors and suppliers. You must be registered with the City as a local vendor by the RFP due date to get preference points. Learn more and register at the City of Madison website: www.cityofmadison.com/finance/purchasing/local-businesses/register-business/

If you are a local vendor, be sure to complete the Local Vendor section on Form C.

Equity in Contracting

The mission of the City of Madison is to provide the highest quality service for the common good of our residents and visitors. The City’s values include

• Equity - fairness, justice and equal outcomes for all, and

• Shared prosperity - where all are able to achieve economic success and social mobility.

It is our goal to spend money equitably among businesses owned by women, people of color, and small businesses. Our contractors should reflect shared dedication to equity in their work and employment practices, and we invite you to become part of this mission!

Equitable Hiring & Affirmative Action Plan

Affirmative Action Plan The City of Madison values diversity in hiring and contracting. We expect our contractors to do the same. Contractors with 15 or more employees and more than $50,000 in annual contracts with the City (each calendar year) must submit an Affirmative Action Plan.

Information about the Affirmative Action Plan and how to comply is found here:

https://www.cityofmadison.com/civil-rights/contract-compliance/affirmative-action-plan/vendors-suppliers

Or call the Affirmative Action Division at (608) 266-4910.

See Section 13. B. of the Sample Contract for Affirmative Action Plan requirements.

Job Openings in Dane County You must notify the City of openings for jobs in Dane County, Wisconsin if you have 15 or more employees. You must agree to interview candidates that we refer to you through our Referrals and Interviews for Sustainable Employment (RaISE) program. Information is here:

http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program

The job posting requirement is found in Section 13 A. of the Sample Contract.

Limitations on Nuclear Weapons Producers

It is the City’s policy not to make purchases from companies that produce nuclear weapons, or their subsidiaries. See Common Council Resolution 79719 for more information.

Sweatfree Purchasing

It is the City’s policy not to purchase apparel (clothes made from textiles, shoes, footwear) from vendors who source their materials from sweatshops, where labor practices are inconsistent with international standards of human rights. See Madison General Ordinances Section 4.25 (https://library.municode.com/wi/madison/codes/code_of_ordinances?nodeId=COORMAWIVOICH1-- 10_CH4FI_4.25PRITAP) for more information.

https://www.cityofmadison.com/finance/purchasing/local-businesses/register-business/ https://www.cityofmadison.com/vision-awards https://www.cityofmadison.com/civil-rights/contract-compliance/affirmative-action-plan/vendors-suppliers http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program https://madison.legistar.com/ViewReport.ashx?M=R&N=Text&GID=205&ID=5490426&GUID=A7280DE2-DFCB-40F2-8200-E9C3EA95902B&Title=Legislation+Text https://library.municode.com/wi/madison/codes/code_of_ordinances?nodeId=COORMAWIVOICH1--10_CH4FI_4.25PRITAP https://library.municode.com/wi/madison/codes/code_of_ordinances?nodeId=COORMAWIVOICH1--10_CH4FI_4.25PRITAP

5 SCOPE OF WORK AND REQUIRED INFORMATION

Emergency Medical Service

The City of Madison encompasses 84.9 square miles and has a population of 286,785. The EMS section of the Fire Department has 106 paramedics trained to provide Advanced Life Support to patients. The Department has 15 ambulances (9 units are staffed and in service on a daily basis, 10 when there are special events) and transports nearly 22,000 patients per year to area hospitals.

2024 Ambulance User Fees

Table 2-1: User Fees

Type BLS ALS1 ALS2

Resident $1,410 $1,410 $1,410

Non-Resident $1,410 $1,410 $1,410

Mileage is charged at $16.00 per mile. Currently, the City does not bill for non-transports or supplies.

Mileage is based on miles from the point of pick up to the hospital (round up to whole miles). The average mileage per transport in 2024 was 5.6 miles.

All fees are based on the patient's medical treatments. Patients requiring routine treatments are Basic Life Support (BLS). Patients requiring an IV or heart monitor are Advanced Life Support, Level 1 (ALS1). Patients requiring an Advanced Life Support procedure or 3 medications given in an ALS manner are Advanced Life Support, Level 2 (ALS2).

The City currently transports to five hospitals:

East Madison Hospital, 4602 Eastpark Blvd, Madison, WI 53718 UnityPoint Health/Meriter Hospital, 202 S Park Street, Madison WI 53715 St. Mary’s Hospital, 707 S Mills Street, Madison WI 53715 University Hospital, 600 Highland Avenue, Madison WI 53792 VA Hospital, 2500 Overlook Terrace, Madison WI 53705

Current Billing and Receipt Information

Please see details on Appendix A – Current Billing and Receipt Information

The City does not participate with any private insurance companies.

Waiver and Installment Programs

The City offers a Hardship Waiver program designed to help individuals with no insurance or resources to pay the Ambulance user fee. The schedule below provides the percent of fee waived based on total family income and number of individuals in household.

Table2- 4: Hardship Waiver Schedule

Total Family Income Number of People in Household

1 2 3 4+ $0 – $45,180 100% 100% 100% 100% $45,181 – $53,250 80% 100% 100% 100% $53,251 – $61,320 60% 100% 100% 100% $61,321 – $69,390 40% 80% 100% 100% $69,391 – $77,460 20% 60% 100% 100% $77,461 – $85,530 0 40% 80% 100% $85,531 – $93,600 0 20% 60% 100%

$93,601 – $101,670 0 0 40% 80% $101,671 – $109,740 0 0 20% 60% $109,741 – $117,810 0 0 0 40% $117,811 – $125,880 0 0 0 20% $125,881 + 0 0 0 0

In addition, the City offers a maximum 12 month installment payment plan for patients unable to pay their invoice in full when due.

In 2022 there were 102 hardship write offs totaling $77,383. In 2023 there were 154 hardship write offs totaling $104,266.

Service Requirements

Billing Services

• Proposer shall be capable of interface with ImageTrend Elite patient care reporting system.

• Proposer shall provide system capable of managing and processing patient accounts, charges, responsible party, invoices and claims, receipts, account disposition and comments with all related documentation and correspondence. Proposer shall provide City with secure online access to view and audit these records.

• Proposer is solely responsible for all data entry, verification and follow-up of patient information.

Proposer shall utilize available resources and databases to obtain patient billing and insurance information. All software used, including upgrades and maintenance shall be provided at the Proposer’s expense.

• Proposer shall be able to prepare ambulance transport invoices according to the rates established by the City, guidelines and procedures established by the Proposer and City, within all applicable laws and regulations including those for Medicare and Medicaid Services (CMS).

• Proposer shall be able to include supply charges on ambulance transport invoices should the City change its policy in the future.

• Proposer shall be able to prepare ambulance non-transport invoices according to the rates established by the City, guidelines and procedures established by the Proposer and City, within all applicable laws and regulations including those for Medicare and Medicaid Services (CMS) should the City change its policy in the future.

• The expectation of the City is that the initial invoices will be processed within five (5) business days of patient care report completion.

• Proposer shall provide timely review of claims to verify completeness, accuracy and compliance.

• The City currently fulfills report requests. However, the proposer must be responsible for complying with HIPAA patient disclosure requirements when needed.

• Proposer shall have the ability to forward all invoices and claims to the responsible party.

Proposer must be currently filing Medicare and Medicaid claims electronically via ANSI electronic formats. All invoice and claim processing costs shall be provided at the Proposer’s expense.

Collection Services

• Receipts shall be posted to patient accounts within three business days of receiving payment.

• Proposer shall provide all account maintenance and follow-up which may include researching denials, processing appeals, claim re-submission, invoice balance due, secondary insurance claims, required write-off and refund processing.

• Proposer shall implement and follow the City’s waiver and installment programs.

• Proposer shall facilitate transfer of accounts to a third-party collection agency. The City currently utilizes Recovery Management Solutions (RMS) as the collection agency.

Reporting Services

• Proposer shall provide the City online secure access to reports. The City shall have the ability to generate the following reports (at a minimum) in summary and detail and for a specified time period.

1. EOM Summary – Collection Report by Financial Class

2. EOM Summary – Billing Activity Summary

3. EOM Summary – Management Summary (billing, payments, returned)

4. EOM Summary – AR aged Trial Balance

5. Monthly Summary by Date of Service, Financial Class, and Level of Service

6. Deposit Report by Date of Service and Deposit Date

7. Not Medically Necessary and Invalid Signature Reports

8. List of Refunds the City needs to issue with supporting documentation

9. Raw data for statistical analysis

Term

The proposed term of this contract is one (1) year with up to four (4) optional extensions for one (1) year each upon mutual agreement between the City of Madison and selected vendor.

Virtual demonstrations

Finalists must be prepared to make virtual demonstrations to the City of Madison evaluation panel. More information will be provided to the finalists.

Required Information and Content of Proposals

Responses must be in the same sequence as listed and must be identified with the corresponding question number, i.e., Question 1, Question 2, etc. Please limit the response to ten (10) pages total.

The percentage of the total score that each question is worth is listed as [x] in each question.

1. Firm/Team - Describe your team. State firm or firms that will be on the team, location of the office from which this engagement will be serviced, and the range of activities performed by the firm/team. [2.5%]

2. Team Members - Describe individual team members. Include names, titles, roles, and responsibilities for each team member. Identify the project manager and primary contact. [2.5%]

3. Please confirm that you will be able to meet all requirements in Section 2.5 Service Requirements. If you cannot meet a requirement, please explain. [5%]

4. Discuss your organization’s specific abilities to provide ambulance billing services including detail of the billing system and processes. Please indicate whether the software used is proprietary or third-party. [5%]

5. Discuss your organization’s specific abilities to consult with the City regarding its current operations and make recommendations for efficiency and potential increases in collection percentage and revenue. [5%]

6. Detail your experience interfacing with third-party patient care reporting systems – specifically the ImageTrend Elite software. [5%]

7. Discuss information required for bill processing and the extent of assistance required from City staff. [5%]

8. Discuss your approach to aged accounts including steps used for follow-up. [5%]

9. Describe your compliance program and how the program meets or exceeds the requirements of CMS, HIPAA, and identity theft, and account collection regulations. [5%]

10. Describe your efforts to establish and maintain a system of internal controls. Please include the most recent SSAE report. Further, discuss your experience and timeliness working with a municipal client audit firm’s request for information/documentation. The City will be requesting your SSAE report on an annual basis to be included in our annual audit. [5%]

11. Please give a confirmation on the maximum amount of time for a response to a request by a patient, attorney, insurance provider, and/or City of Madison staff representative. [5%]

12. How are you ensuring that data that is gathered is accurate? What safeguards do you have in place to ensure that inaccurate or confidential data does not get dispersed? [5%]

13. Describe your process to ensure that a hardship waiver sent by any patient is received. Is there a way to do this electronically? [5%]

14. Please list the steps you will take to ensure that the City can access all information and documents in reference to communication between you and the client. [5%]

Pricing Proposal

Please reference Excel File A2. Complete the required information and submit back as a separate Excel file. Do not convert to a pdf.

Basis for Selection

After determining that a proposal satisfies the mandatory requirements stated in the RFP, the evaluators shall use both objective and subjective analysis to award the contract to the best and lowest proposal. An interview may be conducted with any vendor.

Required Information and Content of Proposals 65% Cost Proposal 30% Local Vendor 5%

Total 100%

Vendors that are shortlisted for the final round will be asked to complete Appendix C, the Software Acquisition Requirements. Please do not submit this with your proposal.

6 HOW TO SUBMIT YOUR PROPOSAL

Proposal Checklist

Submit your Proposal by the Deadline

Submit your proposal by email to City of Madison Purchasing Services by July 11, 2025 at 2:00 PM Central Time.

• Make sure your proposal is complete (see checklist above) and readable.

• Include RFP 14011-0-2025-BP in the email subject line.

• Email proposals to: bids@cityofmadison.com

• Do not send your proposal to any other City email or agency

• If you cannot send your proposal by email, please contact the Buyer at (608) 267-4969

You must include RFP 14011-0-2025-BP on your proposal and all other communication to the City. For email, include RFP 14011-0-2025-BP in the subject line.

For example, an email subject line could read: RFP 14011-0-2025-BP Ambulance Billing Questions

Format

Required Documents to Submit:

Answers to questions asked in Section 5.8.

Required Forms to Submit:

Form A: Price Proposal and Signature Affidavit

Form A2: Pricing Excel Workbook

Form B: References

Form C: Vendor Profile

RFP ADDENDUM

Check the bid websites for any addendum. See Section 3.1.

• You can use the area below to track addendums.

• An addendum might require you to submit additional documents. Make sure to read it carefully and send any additional documents.

Addendum # (if any) Have you read it?

Have you submitted any documents required by the addendum?

Addendum # _______

Addendum # _______ mailto:bids@cityofmadison.com

• Electronic – proposals are submitted electronically. Exceptions can be made for paper submittals but you must contact the Buyer ahead of time to make those arrangements.

• Legible and readable – if not the City might reject it.

• Simple – not necessary to include elaborate/ high tech/ expensive graphics or similar features.

• Complete – your proposal must include all required sections and forms. See checklist.

Questions

You can ask questions about the RFP until the deadline for questions of June 23, 2025 at 2:00 PM Central Time.

Email questions to Brian Pittelli at bpittelli@cityofmadison.com. Remember to include RFP 14011-0- 2025-BP in the subject line.

We post answers to bidder questions as an addendum on the bid websites. Check the websites regularly.

Addendum (Changes or Clarifications to this RFP)

RFP addendums make clarifications, answer bidder questions, make changes to RFP timeline, and provide other important information. Addendums are posted on the bid websites listed in Section 3.1.

IMPORTANT: It is your responsibility to check for addendums. An addendum might require you to submit additional information. Your proposal could be disqualified if you do not:

• Check the bid websites regularly during the posting period

• Read all addendum

• Follow the instructions in the addendum

Multiple Proposals

You may submit more than one proposal if you are proposing more than one way to fulfill the scope requested by this RFP. If so, each proposal must meet the requirements of the RFP. Clearly label each proposal by number (Proposal #1, Proposal #2) and submit each separately.

Changing or Withdrawing your Proposal

You may make changes to your proposal before the due date of July 11, 2025 at 2:00 PM Central Time.

You may withdraw your proposal before the due date. After the due date, no proposals may be withdrawn for 90 days or as otherwise provided by law.

Correcting Errors in your Proposal after the Due Date

The City will notify you if we believe you made an error in your proposal and may allow you to correct the error. The City will decide if correcting the error is in the City’s best interest, is fair to the other bidders, and preserves competition. The City will decide whether an error can be corrected and will notify you.

No Exceptions from Bidders

Exceptions to this RFP are not permitted. The City of Madison reserves the right to reject bids that take exceptions or don’t follow the requirements of this RFP. If you ask to change the requirements, specifications, sample contract, or legal terms, that is considered an “exception.” A statement that you will not or cannot comply with any part of this RFP or the sample contract will also be considered an “exception.” (If this RFP allows substitutions or alternate solutions, the Scope of Services (Section 5) will make this clear, and that is not considered an “exception.”)

You are Responsible for all of your Costs in Making a Proposal

You participate in this RFP at your own expense. You may be asked to attend virtual or in-person meetings, make presentations, give demonstrations, inspect City locations, or make your facilities available for a site inspection. The City will not pay any costs incurred in your preparation of bids, even if this RFP is changed or cancelled.

Public Records and Trade Secrets

Your response to this RFP is a public record. Wisconsin and other public records laws may require the City to share your proposal or the resulting contract if someone makes a public records request. If a public records request is made, the City’s Records Custodian applies the law to decide whether the record must be disclosed, or if any part of the record can be redacted or not disclosed. There are very few exceptions to disclosure under Wisconsin law. One exception is for “trade secrets” as defined by sec.

134.90(1)(c) of the Wisconsin Statutes. It is your responsibility to research trade secrets as defined by Wisconsin law if you think any part of your proposal might be a “trade secret.” The City cannot give private legal advice to you. Most things will NOT meet this exception.

You may label items you believe meet this definition as a “trade secret” and submit them separately from the rest of your proposal, but the City cannot guarantee that information will be treated as a trade secret or confidential.

Things that are not considered confidential: your proposal or bid in its entirety, price proposal, pricing information, references, or the resulting contract. This is not a complete list.

Preserving competition: To the extent permitted by law, the City intends to withhold proposals under this RFP from public view until competitive or bargaining reasons no longer require it, in the City’s opinion. At that time, all proposals will be available for review in accordance with public records laws.

The City will not provide advance notice to bidders prior to releasing any requested public record.

7 RULES FOR THE SELECTION PROCESS

This RFP does not commit the City to award a contract. The City can cancel this RFP at any time. There is no guarantee that the City will award any contract as a result of this RFP. While the City considers this procurement important to City operations, the circumstances could change.

The City might make a partial award. By submitting a proposal you are willing to accept an order for all or part of the items/services. Note in your proposal if you do not agree to accept a partial award.

The City reserves the right to make changes to this RFP. Any changes will be made with an Addendum. Changes could impact due dates or specifications, or could require additional information from all bidders.

The City reserves the right to reject any proposal. We can reject all or part of a proposal without explaining the reason. Proposals could be rejected if they are missing information (non-responsive) or fail to demonstrate that the bidder is responsible and capable of doing the work (not responsible.)

The City may negotiate with finalists or the selected vendor. One or more bidders may need to submit additional technical proposals, best and final price proposals, or other changes to their bids.

Federal or State Laws may apply to this RFP (such as federal regulations or procurement policies that apply to grant funding). Those laws will apply over any conflicting procedure in this RFP.

Responsible and Responsive Bidders You should read the Scope of Work (Section 5) carefully to determine your ability to perform and complete the work required. This contract will only be awarded to a bidder who is “responsible” and “responsive” and whose bid is most advantageous to the City, with price and other factors considered. This RFP is designed to help the City select responsive and responsible bidders.

“Responsive” means that your proposal responds to all parts of this RFP – it is complete, not missing any information, and addresses all of the required work. Failure to provide all of the information requested in this RFP could result in being considered “not responsive.”

A “Responsible” bidder has demonstrated the ability to perform successfully under the terms of the proposed contract. This includes having adequate financial resources or the ability to obtain them; can perform and deliver on time, delivery taking into account other business commitments; has a satisfactory performance record; has a satisfactory record of integrity and business ethics; and has the necessary organization, experience and technical skills. A bidder that cannot demonstrate these things may be considered “not responsible.”

Contractors with past problems with the City The City reserves the right to refuse to accept any bid from any person, firm or corporation who

• owes the City money

• is in default to the City

• has been debarred through an official process such as through the Department of Civil Rights

• has had performance or other problems on past contracts with the City

Such bidders may be deemed “not responsible.”

8 LEGAL CONTRACT REQUIREMENTS

Sample Contract

You must review the Sample Contract attached to the end of this RFP. This contract* will be used for the work resulting from this RFP.

By submitting a proposal, you are willing to enter into a contract with the terms found in the Sample Contract. Exceptions to the legal terms are not allowed and may result in your proposal being rejected. The City does not negotiate legal terms prior to award.

*While the City strives to provide the most appropriate sample contracts, the City reserves the right to modify the form for any contract resulting from this RFP.

Affirmative Action Requirements for Contractors

City contractors must show they hire and promote employees equitably and make their best efforts to have a diverse workforce.

Affirmative Action Plan: Bidders with 15 or more employees that will earn $50,000 or more in total contracts with the City in the calendar year must file an Affirmative Action Plan (AA plan) with the City.

Submit your AA plan online using the form provided by the City. See the sample AA plan for “vendors and suppliers” at: https://www.cityofmadison.com/civil-rights/contract-compliance/affirmative-action-plan/vendors-suppliers

Exemptions: Bidders who have fewer than 15 employees or will earn less than $50,000 in total contracts with the City in the calendar year will be exempt from filing a full AA plan. You will need to fill out a request for exemption form. If you have 15 or more employees, you must complete an exemption form, provide some workforce statistics, and participate in the “RaISE” program.

Release of Payment: The City cannot make any payments under a contract until the Affirmative Action plan or request for exemption form are completed.

Referrals and Interviews for Sustainable Employment (RaISE) Program: The RaISE program is designed to match qualified people to employment. If you have 15 or more employees and are awarded the contract, you must let the City know about all external job openings in Dane County, Wisconsin. You must also agree to interview candidates the City refers to you. See this link for information and instructions: https://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program

The City has a Small Business Enterprise program described here:

https://www.cityofmadison.com/civil-rights/contract-compliance/targeted-business-enterprise-programs.

You will be encouraged to provide opportunities for small business enterprises (SBE) to compete for any subcontracts allowed in the contract.

See the Sample Contract, section 13, for all requirements for the City’s Affirmative Action program for contractors. Call the Contract Compliance Specialist at (608) 266-4910 with questions.

Insurance

All City contractors must provide a Certificate of Insurance. You must carry the insurance policies required by section 27 of the Sample Contract. This includes general liability insurance, workers compensation, and could include automobile and professional liability insurance. Please see the instructions and section 27 of the Sample Contract for the insurance requirements.

https://www.cityofmadison.com/civil-rights/contract-compliance/affirmative-action-plan/vendors-suppliers https://www.cityofmadison.com/civil-rights/contract-compliance/affirmative-action-plan/vendors-suppliers https://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program https://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program https://www.cityofmadison.com/civil-rights/contract-compliance/targeted-business-enterprise-programs

9 IMPORTANT LEGAL INFORMATION FOR SOFTWARE AND TECHNOLOGY

CONTRACTS (Contracts over $25,000/year)

The City’s Contract for Purchase of Services (Software/Technology) must be used as the primary contract when purchasing professional IT services, training, data conversion, implementation, subscriptions, support and maintenance, hosting, and software that is delivered as SaaS. This contract template must be completed and customized for each project. It provides the legal “boilerplate” and mandatory requirements unique to the City of Madison, such as nondiscrimination, affirmative action, public records compliance, and network security.

Software or SaaS Licensing Terms – the contract must include, as attachments, additional legal terms covering the City’s use and access to any proprietary software, SaaS, cloud hosting services, and both parties’ intellectual property rights.

Vendor Contract Documents and Legal Terms: Madison does not have a standard software license or SaaS subscription agreement. The selected contractor is expected to provide legal terms specific to their software solution. This could include an end user license agreement (EULA), SaaS subscription agreement, Service Level Agreements (SLA) for up time and response times, support and maintenance services, confidentiality language (if any), data security and privacy, sample hosting agreements, and any other contract forms appropriate for the proposed solution. The City may use your contract together with our Contract for Purchase of Services, after review and negotiation by the City Attorney. The City reserves the right to negotiate all contract documents.

The City does not sign vendor contracts or agree that your contract will be the “top” paper, but will negotiate a contract that contains agreed language to protect both parties, using the City’s form as the basis for the contract.

Scope of Work (SOW): For projects with implementation or other professional services, the vendor must provide a comprehensive Scope of Work/Scope of Services describing every stage of the project in detail, and may also include a project schedule or methodology for creating the project schedule. The parties will work together to prepare the final SOW to be an attached the contract. If change control procedures are needed, use the attached Change Control Procedure and Form.

Milestone Payment Schedule: The City will pay for implementation or other professional services occurring over a period of time according to a negotiated schedule, with payments conditioned on the City’s written acceptance of each milestone, using the attached Payment Milestone Acceptance Procedure and form. Acceptance criteria for each milestone must be included in the SOW.

Hosting, Data Ownership, Security: If your proposal involves SaaS or other cloud hosted services or infrastructure where customer data will be stored, hosted, reviewed or analyzed by the vendor, please be aware that the City of Madison has specific requirements for its data as a unit of government under State of Wisconsin public records laws. In the resulting contract, you will be required to:

• agree to data handling, retrieval and destruction protocols (See Section 28 in sample POS.)

• cooperate with any public records requests under Wisconsin law, and indemnify and defend the

City of Madison against third party claims resulting from your failure to produce our records to us.

• make the City’s data available in a format acceptable to the City for at least ninety (90) days after contract expiration or termination.

• propose data security, back-up and disaster recovery protocols

• The City must approve all data centers and their geographic location, which must be within the

U.S. This includes third party data centers such as AWS or Azure.

• Unless otherwise agreed, ownership and all intellectual property rights to the City’s data remains with the City of Madison and the City does not license its data for sale or use by any other party.

• Service Level Agreement (SLA) for uptime, response times, and remedies for failing to meet it.

https://www.cityofmadison.com/attorney/documents/posSoftwareTech.docx

Service Level Agreements (SLA). For any hosted solution, vendors should propose a Service Level Agreement (SLA) with guaranteed uptime, response times, back-up recovery, RTO, RPO. The SLA should also provide remedies for failing to meet those targets, including a system for credits or refunds.

No Indemnification or Liability Caps: The City of Madison does not agree to indemnify, defend or hold harmless any other party including our contracted vendors or other third parties. The City does not agree to limit a contractor’s liability to the City for general or direct damages, this includes dollar limits or caps on the contractor’s monetary liability. The City does expect our vendor to indemnify us for general claims as well as intellectual property infringement claims against the City resulting from your software/licensed products/services. Our standard indemnification clause is in Section 26 of the POS contract. The vendor must propose an infringement indemnification clause and process.

No fees for early cancelation or termination of services. The City of Madison does not agree to fees or penalties for early termination or cancelation of any portion of the contract. Likewise the City does not agree to pay for future contracted annual services if a multi-year contract must be terminated early. See section 25.B. of the Contract for Purchase of Services. The City expects to negotiate terms for annual services that include the City’s right to non-renew or cancel on at least an annual basis, with prior written notice to the vendor, without penalty. Where the City agrees to pay annual fees in advance, such as maintenance, hosting or subscription fees, the City does not expect such fees to be refunded in the event of an early termination.

Click-through EULAs, TOS, TOU and Confidentiality Agreements: Please be aware that our employees are not authorized to bind the City of Madison to contractual terms and therefore, cannot click to accept any end-user license agreements, terms of service, terms of use, privacy policies, or other click-through legal terms. The selected vendor must agree to negotiate any such terms to the City’s satisfaction and provide executable copies for signature rather than using click-through agreements.

Likewise, the City does not compel its employees to sign confidentiality agreements protecting the contractor’s confidential information, rather, we will negotiate any needed confidentiality provisions on behalf of the City as a whole.

NDAs: Due to obligations under public records laws, the City of Madison does not sign non-disclosure agreements and does not compel our employees to sign them. Any confidentiality concerns will be handled as part of negotiated confidentiality provisions in the resulting contract.

Online Terms of Use applicable to external users (the public): The City of Madison takes seriously the privacy and the legal exposure of members of the public who are accessing City services through your system. When applicable, we expect to review all online Terms of Use, Privacy Policies and other legal terms that apply to external users and expect the ability to modify such terms if needed.

IT Network Connection Policy: The cyber security of the City’s IT infrastructure is critically important The policy linked below applies and will be incorporated into the contract if any portion of the services or system will require the vendor to make a connection to the City’s network, now or in the future:

http://www.cityofmadison.com/attorney/documents/posNetworkConnection.doc http://www.cityofmadison.com/attorney/documents/posNetworkConnection.doc

Rev. 04/08/2025-POS 04.22.25.docx

City of Madison

CONTRACT FOR PURCHASE OF SERVICES

(Software/Technology Services)

1. PARTIES.

This is a Contract between the City of Madison, Wisconsin, hereafter referred to as the "City" and hereafter referred to as "Contractor."

The Contractor is a: Corporation Limited Liability Company General Partnership LLP (to be completed by contractor) Sole Proprietor Unincorporated Association Other: .

2. PURPOSE.

The purpose of this Contract is as set forth in Section 3.

3. SCOPE OF SERVICES AND SCHEDULE OF PAYMENTS.

Contractor will perform the following services and be paid according to the following exhibits(s) or attachment(s):

Order of Precedence: In the event of a conflict between the terms of this Contract for Purchase of Services and the terms of any document attached or incorporated herein, the terms of this Contract for Purchase of Services shall control and supersede any such conflicting term.

4. TERM AND EFFECTIVE DATE.

This Contract shall become effective upon execution by the Mayor, (or the Purchasing Agent, if authorized) on behalf of the City of Madison, unless another effective date is specified in exhibit(s) or attachment(s) incorporated in Section 3, however in no case shall work commence before execution by the City of Madison. The term of this Contract shall be .

5. COMPENSATION.

It is expressly agreed that in no event will the total compensation under this Contract exceed:

the pricing set forth in .

OR an annual cost of $_ _ per year for the term of this Contract.

OR annual pricing as follows: Year 1:

Year 2:

Year 3:

Year 4:

Year 5:

(Select 1 box and complete all relevant fields for that box. The first box is designed to reference an attachment listed in Section 3.)

6. BASIS FOR PAYMENT.

A. The City will pay the Contractor for the services rendered under this Contract at the Contract price set forth in Section 5.

B. The Contractor shall submit invoices in a format approved by the City and as may be further specified in attachment(s) listed in Section 3.

C. The City will pay the Contractor according to the schedule, if any, set forth in attachment(s) listed in Section 3.

D. If this Contract contains more than one product or service, invoices shall be itemized accordingly.

E. Payment shall not be construed as City acceptance of unsatisfactory or defective services or improper materials.

F. The City has the equitable right to set off against any sum due and payable to the Contractor under this Contract, any amount the City determines the Contractor owes the City, whether arising under this Contract or under any other agreement or otherwise.

G. Compensation in excess of the total price in Section 5 will not be allowed unless authorized by an amendment under Section 24, Amendment.

H. The City will not compensate for unsatisfactory performance by the Contractor.

7. ASSIGNABILITY, SUBCONTRACTING, DATA CENTERS AND OUTSOURCING.

A. Unless expressly stated in the attachment(s) incorporated in Section 3, Contractor shall not assign or subcontract any interest or obligation under this Contract without the City's prior written approval. For purposes of this contract, data centers and third-party software providers are considered subcontractors and must be disclosed and expressly approved in writing by the City. Any use of subcontractors shall comply with all provisions of this Contract applicable to subcontractors.

B. Data Center Location. Contractor shall host or store the City’s data geographically within the continental United States of America (“USA.”) Contractor shall not perform or subcontract for the performance of any services under this Contract that require removal of City Data (as defined in sec. 28) to a location outside the USA, and shall not subcontract with any offshore subcontractor for any work under this Contract.

8. DESIGNATED REPRESENTATIVE.

Contractor designates as Contract Agent with primary responsibility for the performance of this Contract. If the Contract Agent resigns, is replaced, or is no longer acting as Contract Agent for any reason, Contractor will notify the City in writing of the change, and propose a replacement Contract Agent within seven (7) calendar days. The City may accept another person as the Contract Agent or may terminate this Contract under Section 25, at its option.

9. PROSECUTION AND PROGRESS.

A. Services under this Agreement shall commence upon written order from the City to the Contractor, which order will constitute authorization to proceed; unless another date for commencement is specified elsewhere in this Contract including documents incorporated in Section 3.

B. The Contractor shall complete the services under this Agreement within the time for completion, if any, specified in the attachment(s) listed in Section 3. The time for completion shall not be extended because of any delay attributable to the Contractor, but it may be extended by the City in the event of a delay attributable to the City, or in the event of unavoidable delay caused by war, insurrection, natural disaster, or other unexpected event beyond the control of the Contractor. If at any time the Contractor believes that the time for completion of the work should be extended because of unavoidable delay caused by an unexpected event, or because of a delay attributable to the City, the Contractor shall notify the City as soon as possible, but not later than seven (7) calendar days after such an event. Such notice shall include any justification for an extension of time and shall identify the amount of time claimed to be necessary to complete the work. Notwithstanding the foregoing or any other provision in this Contract, the parties agree the Covid-19 pandemic is not an unexpected event that will excuse Contractor from any provision of this Contract or otherwise qualify as a force majeure event, absent the City’s express written agreement.

10. EXTRA SERVICES.

Extra services or decreased services means services which are not different in kind or nature from the services called for in the Scope of Services, Section 3, but which may increase or decrease the quantity and kind of labor or materials or expense of performing the services. Extra services may not increase the total Contract price, as set forth in Section 23, unless the Contract is amended as provided in Section 9 above.

11. NO WAIVER.

No failure to exercise, and no delay in exercising, any right, power or remedy hereunder on the part of the City or Contractor shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver shall affect any event or default other than the event or default specified in such waiver, and any such waiver, to be effective, must be in writing and shall be operative only for the time and to the extent expressly provided by the City or Contractor therein. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition.

12. NON-DISCRIMINATION.

During the term of this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, religion, marital status, age, color, sex, handicap, national origin or ancestry, income level or source of income, arrest record or conviction record, less than honorable discharge, physical appearance, sexual orientation, gender identity, political beliefs or student status. Contractor further agrees not to discriminate against any subcontractor or person who offers to subcontract on this Contract because of race, religion, color, age, disability, sex, sexual orientation, gender identity or national origin.

13. AFFIRMATIVE ACTION.

A. The following language applies to all contractors employing fifteen (15) or more employees (MGO 39.02(9)(c):

The Contractor agrees that, within thirty (30) days after the effective date of this Contract, Contractor will provide to the City of Madison Department of Civil Rights (the “Department”), certain workforce utilization statistics, using a form provided by the City.

If the Contract is still in effect, or if the City enters into a new Agreement with the Contractor, within one year after the date on which the form was required to be provided, the Contractor will provide updated workforce information using a second form, also to be furnished by the City. The second form will be submitted to the Department no later than one year after the date on which the first form was required to be provided.

The Contractor further agrees that, for at least twelve (12) months after the effective date of this Contract, it will notify the Department of each of its job openings at facilities in Dane County for which applicants not already employees of the Contractor are to be considered. The notice will include a job description, classification, qualifications, and application procedures and deadlines, shall be provided to the City by the opening date of advertisement and with sufficient time for the City to notify candidates and make a timely referral.