15018-0-2026-BP Generator Service.pdf

CITY OF MADISON

REQUEST FOR BIDS

RFB #: 15018-0-2026-BP

Title: Generator Service

City Agency: Engineering

Due Date: September 3, 2026

2:00 PM CST

REQUEST FOR BIDS RFB # 15018-0-2026-BP

Page i

Table of Contents

1 NOTICE TO BIDDERS

1.1 Summary

1.2 Important Dates

1.3 Format

1.4 Labeling

1.5 Delivery of Bids

1.6 Appendix A: Standard Terms & Conditions

1.7 Appendix B: Sample Contract for Purchase of Services

1.8 Affirmative Action Notice

1.9 Multiple Bids

1.10 City of Madison Contact Information

1.11 Inquiries and Clarifications

1.12 Addenda

1.13 Bid Distribution Networks

1.14 Local Vendor Preference

1.15 Oral Presentations/Site Visits/Meetings

1.16 Acceptance/Rejection of Bids

1.17 Withdrawal or Revision of Bids

1.18 Non-Material and Material Variances

1.19 Public Records

1.20 Usage Reports

1.21 Partial Award

1.22 Tax Exempt

1.23 Cooperative Purchasing

1.24 Bidders Responsibility

2 DESCRIPTION OF SERVICES/COMMODITIES

2.1 Scope of Services

2.2 Generator Basic Information

2.3 Pricing

2.4 Term

2.5 Optional Site Visit

REQUIRED INFORMATION AND CONTENT OF BIDS

Form A: Signature Affidavit Form B: Receipt of Forms and Submittal Checklist Form C: Vendor Profile Form D: Cost Proposal Form D2: Cost Proposal Excel Workbook Form E: References Appendix A: Sample Contract for Purchase of Services Exhibit A: Generator Maintenance Scope

1 NOTICE TO BIDDERS

1.1 Summary

The City of Madison Engineering (“City”) is soliciting Bids from qualified vendors for Generator Service.

Vendors submitting Bids (“Bidders”) are required to read this Request for Bids (“RFB”) in its entirety and follow the instructions contained herein.

1.2 Important Dates

Deliver Bids no later than the due time and date indicated below. The City will reject late Bids:

Issue Date:

Optional Site Visit:

June 31, 2026 August 13, 2026 8:30AM

Questions Due Date: August 18, 2026 2:00PM Answers Posted Date: August 24, 2026

Due Date: September 3, 2026, 2:00 PM CST

1.3 Format

The City is requesting bids in the following format: Electronic only.

Complete and return Forms A through E to City of Madison Purchasing Services by September 3, 2026, 2:00 PM CST.

1.4 Labeling

All email correspondence must include RFB #15018-0-2026-BP in the subject line.

1.5 Delivery of Bids

Delivery of electronic copy to: via email to bids@cityofmadison.com

Bids must be delivered as instructed. Deliveries to other City departments and/or locations may result in disqualification.

1.6 Appendix A: Standard Terms & Conditions

Bidders are responsible for reviewing Appendix A, the Standard Terms and Conditions, prior to submission of their bids. Appendix A applies to the submission of bids and in the absence of a signed contract becomes part of the contract terms. Part I of Appendix A provides legal terms relevant only to the submission of bids. Part II of Appendix A provides legal terms that would apply only in the absence of a signed contract.

1.7 Appendix B: Sample Contract for Purchase of Services

Bidders are responsible for reviewing Appendix B, Sample Contract, prior to submission of their bid. A contract in the form of Appendix B will serve as the basis of the contract resulting from this RFP. The resulting contract will control over any different legal terms in this RFP, Appendix A, the proposal, etc. By submitting a proposal, Bidders affirm their willingness to enter into a contract containing the terms found in Appendix B. While the City strives to provide the most appropriate sample contract for this RFP, the City reserves the right to modify the sample form for any resulting contract. The City does not negotiate legal terms prior to award.

1.8 Affirmative Action Notice

mailto:bids@cityofmadison.com

If Contractor employs 15 or more employees and does aggregate annual business with the City of $50,000 or more for the calendar year in which the PO and/or Contract is in effect, Contractor shall file, within thirty (30) days from the PO/Contract effective date and BEFORE RELEASE OF PAYMENT, an Affirmative Action Plan designed to ensure that the Contractor provides equal employment opportunity to all and takes affirmative action in its utilization of applicants and employees who are women, minorities and/or persons with disabilities. A sample affirmative action plan, Request for Exemption forms, and instructions are available at: www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms or by contacting a Contract Compliance Specialist at the City of Madison Affirmative Action Division at (608) 266-4910. Vendors must register for an account to complete the required forms online, here: https://elam.cityofmadison.com/citizenaccess

Contractor shall also allow maximum feasible opportunity to small business enterprises to compete for any subcontracts entered into pursuant to this PO/Contract.

Job postings: All contractors who employ 15 or more employees (regardless of the dollar amount of this contract or their annual aggregate business with the City) must notify the City of all external job openings at locations in Dane County, Wisconsin, and agree to interview candidates referred by the City or its designated organization. Job posting information is available at: http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program. Instructions for contractors: http://www.cityofmadison.com/civil-rights/documents/RaISE_Job_Posting_Instructions.pdf

The complete set of Affirmative Action requirements for this purchase can be found in paragraph 20 of Appendix A – Standard Terms and Conditions and, in Section 13 of Appendix B – Sample Contract for Purchase of Services.

1.9 Multiple Bids

Multiple Bids from Bidders are permitted; however, each must fully conform to the requirements for submission. Bidders must sequentially label (e.g., Bid #1, Bid #2) and separately package each Bid.

Bidders may submit alternate pricing schemes without having to submit multiple Bids.

1.10 City of Madison Contact Information

The City of Madison Engineering is the procuring agency:

Stephen King City of Madison Engineering

PH: (608) 266-5927

srking@cityofmadison.com

The City of Madison Purchasing Services administers the procurement function:

Brian Pittelli Purchasing Services City-County Bldg, Room 407 210 Martin Luther King, Jr. Blvd.

Madison, WI 53703-3346

PH: (608) 267-4969

FAX: (608) 266-5948

bpittelli@cityofmadison.com

For questions regarding Affirmative Action Plans please contact:

Contract Compliance Department of Civil Rights City-County Bldg., Room 523 210 Martin Luther King, Jr. Blvd.

Madison, WI 53703

PH: (608) 266-4910

dcr@cityofmadison.com http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms https://elam.cityofmadison.com/citizenaccess/ 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 http://www.cityofmadison.com/civil-rights/documents/RaISE_Job_Posting_Instructions.pdf mailto:srking@cityofmadison.com mailto:bpittelli@cityofmadison.com mailto:dcr@cityofmadison.com

The City employs spam filtering that occasionally blocks legitimate emails, holding them in ‘quarantine” for four calendar days. The contacts listed in this RFB will acknowledge all emails received. Bidders not receiving acknowledgement within twenty-four hours shall follow-up via phone with specific information identifying the originating email address for message recovery.

1.11 Inquiries and Clarifications

Bidders are to raise any questions they have about the RFB document without delay. Direct all questions, in writing, to the Purchasing Services administrator listed in Section 1.10.

Bidders finding any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFB document shall immediately notify the Buyer and request clarification. In the event that it is necessary to provide additional clarification or revision to the RFB, the City will post addenda – see 1.12 below. Bidders are strongly encouraged to check for addenda regularly.

Bids should be as responsive as possible to the provisions stated herein. Exceptions are not permitted.

The City of Madison reserves the right to disqualify any and all bids that are non-responsive or that include exceptions.

1.12 Addenda

In the event that it is necessary to provide additional clarification or revision to the RFB, the City will post addenda to its Bids distribution websites – see 1.13 below. It is the Bidders responsibility to regularly monitor the websites for any such postings. Bidders must acknowledge the receipt of any addenda on Form B. Failure to retrieve addenda and include their provisions may result in disqualification.

1.13 Bid Distribution Networks

The City of Madison posts all Request for Bids, addenda, tabulations, awards and related announcements on two distribution networks – VendorNet and DemandStar. The aforementioned documents are available exclusively from these websites. It is the Bidders responsibility to regularly monitor the bid distribution network for any such postings. Bidders failure to retrieve such addenda and incorporate their appropriate provisions in their response may result in disqualification. Both sites offer free registration to City Bidders.

State of Wisconsin VendorNet System:

State of Wisconsin and local agencies bid network. Registration is free.

http://vendornet.state.wi.us/vendornet

DemandStar by Onvia: National bid network – Free subscription is available to access Bids from the City of Madison and other Wisconsin agencies, participating in the Wisconsin Association of Public Purchasers (WAPP). A fee is required if subscribing to multiple agencies that are not included in

WAPP.

Bid Opportunities: www.cityofmadison.com/finance/purchasing/bidDemandStar.cfm

Home Page: www.demandstar.com

To Register: https://www.demandstar.com/app/registration

Please note when registering: Pick the Wisconsin Association of Public Procurement (WAPP) to select all current Wisconsin government agencies.

1.14 Local Vendor Preference

http://vendornet.state.wi.us/vendornet http://www.cityofmadison.com/finance/purchasing/bidDemandStar.cfm http://www.demandstar.com/ https://www.demandstar.com/app/registration

The City of Madison has adopted a local preference purchasing policy granting a scoring preference to local suppliers. Only suppliers registered as of the bid’s due date will receive preference. Learn more and register at the City of Madison website: www.cityofmadison.com/business/localPurchasing.

1.15 Oral Presentations/Site Visits/Meetings

Bidders may be asked to attend meetings, make oral presentations, inspect City locations or make their facilities available for a site inspection as part of this RFB process. Such presentations, meetings or site visits will be at the Bidders expense.

1.16 Acceptance/Rejection of Bids

The City reserves the right to accept or reject any or all Bids submitted, in whole or in part, and to waive any informalities or technicalities, which at the City's discretion is determined to be in the best interests of the City. Further, the City makes no representations that a contract will be awarded to any Bidder responding to this request. The City expressly reserves the right to reject any and all Bids responding to this invitation without indicating any reasons for such rejection(s).

The City reserves the right to postpone due dates and openings for its own convenience and to withdraw this solicitation at any time without prior notice.

1.17 Withdrawal or Revision of Bids

Bidders may, without prejudice, withdraw Bids submitted prior to the date and time specified for receipt of Bids by requesting such withdrawal before the due time and date of the submission of Bids. After the due date of submission of Bids, no Bids may be withdrawn for a period of 90 days or as otherwise specified or provided by law. Bidders may modify their Bids at any time prior to opening of Bids.

1.18 Non-Material and Material Variances

The City reserves the right to waive or permit cure of nonmaterial variances in the offer if, in the judgment of the City, it is in the City’s best interest to do so. The determination of materiality is in the sole discretion of the City.

1.19 Public Records

Bidders are hereby notified that all information submitted in response to this RFB may be made available for public inspection according to the Public Records Law of the State of Wisconsin or other applicable public record laws. Information qualifying as a “trade secret”defined in State of Wisconsin Statutesmay be held confidential.

Bidders shall seal separately and clearly identify all information they deem to be “trade secrets,” as defined in the State of Wisconsin Statutes. Do not duplicate or co-mingle information, deemed confidential and sealed, elsewhere in your response.

S. 19.36(5)

(5) TRADE SECRETS. An authority may withhold access to any record or portion of a record containing information qualifying as a trade secret as defined in s. 134.90(1)(c).

s. 134.90(1)(c)

(c) “Trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

http://www.cityofmadison.com/business/localPurchasing

2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

The City cannot ensure that information will not be subject to release if a request is made under applicable public records laws. The City cannot consider the following confidential: a bid in its entirety, price information, or the entire contents of any resulting contract. The City will not provide advance notice to Bidders prior to release of any requested record.

To the extent permitted by such laws, it is the intention of the City to withhold the contents of Bids from public viewuntil such times as competitive or bargaining reasons no longer require non-disclosure, in the City’s opinion. At that time, all Bids will be available for review in accordance with such laws.

1.20 Usage Reports

Annually, the successful Bidders shall furnish to City Purchasing usage reports summarizing the ordering history for each department served during the previous contract year. The report, at a minimum, must include each and every item or service ordered during the period, its total quantities and dollars by item/service and in total. The City reserves the right to request usage reports at any time and request additional information, if required, when reviewing contract activity.

1.21 Partial Award

Unless otherwise noted, it will be assumed that Bidders will accept an order for all or part of the items/services priced.

1.22 Tax Exempt

The City of Madison as a municipality is exempt from payment of federal excise taxes (Registration Number 008-1020421147-08) and State of Wisconsin taxes per Wisconsin statute 77.54(9a). Federal Tax ID #39-6005507. A completed Wisconsin Department of Revenue Form S-211 (R.2-00) can be found on the City website. Our tax-exempt number is ES 42916.

1.23 Cooperative Purchasing

Bidders may choose to extend prices offered on bids to other municipalities. Under Wisconsin Statutes, a municipality is defined as a county; city; village; town; school district; board of school directors; sewer district; drainage district; vocational, technical and adult education district; or any other public or quasi-public corporation, officer, board or other body having the authority to award public contracts. This is known as “cooperative” or “piggyback” purchasing, a practice common amongst units of government. The City is not responsible for any contract resulting from a cooperative purchase using this RFB as a basis;

they are made solely between the bidders and third-party unit of government.

1.24 Bidders Responsibility

Bidders shall examine this RFB and shall exercise their judgment as to the nature and scope of the work required. No plea of ignorance concerning conditions or difficulties that exist or may hereafter arise in the execution of the work under the resulting contract, as a consequence of failure to make necessary examinations and investigations, shall be accepted as an excuse for any failure or omission on the part of the Bidders to fulfill the requirements of the resulting contract.

2 DESCRIPTION OF SERVICES/COMMODITIES

2.1 Scope of Services

The City of Madison Engineering Services would like to collect bids for generator maintenance. As of this moment, the plan is to have a preventative maintenance (PM) three-year schedule.

2.2 Generator Basic Information

The generators will be broken into three groups. Each group will get a different schedule. All generators will get basic PM twice annually, and load tests and major PM every three years. The City reserves the right to partially award this contract to one or more bidders.

Engineering may choose to add portable generators for maintenance on a fixed price basis. They also expect to add approximately 2-4 new generators per year. We would like the ability to add those into the rotation/contract at a fixed/defined price.

For each visit, the selected vendor will be expected to provide a written field service report documenting all inspection findings, deficiencies noted, corrective actions taken, consumables, and recommendations for additional work requiring City approval.

Please refer to Exhibit A, an Excel Workbook that has three tabs listing out:

1) Requirements

2) Anticipated Schedule

3) Generator Details

Note that there is one generator for Fire Station 01 is not listed in a certain Group. It is yet to be decided if this will be added in the future. For now, please provide the pricing (it will not be factored into the total).

2.3 Pricing

Please complete Form D2, the Excel Workbook for the pricing.

2.4 Term

The initial contract will be for three (3) years, with two (2), optional one (1) year extensions.

2.5 Optional Site Visit

For those interested in viewing any generator, there will be an optional site visit on Thursday, August 13, starting at 8:30am. If you plan to attend, please reach out to Stephen King, srking@cityofmadison.com to let him know which sites you are interested in viewing.

If you are unable to make the date, there may be other options available, please let Stephen know.

mailto:srking@cityofmadison.com

REQUIRED INFORMATION AND CONTENT OF BIDS

1. Form A – Signature Affidavit

2. Form B – Receipt Forms and Submittal Checklist

3. Form C – Contractor Profile Information

4. Form D – Fee Proposal

5. Form D2 – Fee Proposal Excel Workbook

6. Form E – References

Rev. 07/28/2016-15018-FormA-SignatureAffidavit.doc

Form A: Signature Affidavit

RFB #: 15018-0-2026-BP Generator Service This form must be returned with your response.

In signing Proposals, we certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise take any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit Proposals, that Proposals have been independently arrived at, without collusion with any other Proposers, competitor or potential competitor; that Proposals have not been knowingly disclosed prior to the opening of Proposals to any other Proposers or competitor; that the above statement is accurate under penalty of perjury.

The undersigned, submitting this Proposals, hereby agrees with all the terms, conditions, and specifications required by the City in this Request for Proposals, declares that the attached Proposals and pricing are in conformity therewith, and attests to the truthfulness of all submissions in response to this solicitation.

Proposers shall provide the information requested below. Include the legal name of the Proposers and signature of the person(s) legally authorized to bind the Proposers to a contract.

COMPANY NAME

SIGNATURE DATE

PRINT NAME OF PERSON SIGNING

Rev. 07/28/2016-15018-FormB-Receipt.doc

Form B: Receipt of Forms and Submittal Checklist

Proposers hereby acknowledge the receipt and/or submittal of the following forms:

Forms Initial to

Acknowledge

SUBMITTAL

Initial to Acknowledge

RECEIPT

Description of Services/Commodities N/A

Form A: Signature Affidavit

Form B: Receipt of Forms and Submittal Checklist

Form C: Vendor Profile

Form D: Cost Proposal

Form D2: Cost Proposal Excel Workbook

Form E: References

Appendix A: Contract for Purchase of Services N/A

Exhibit A N/A

Addendum # N/A

Addendum # N/A

VENDOR NAME

Rev. 07/28/2016-15018-FormC-VendorProfile.doc

Form C: Vendor Profile

This form must be returned with your response.

COMPANY INFORMATION

COMPANY NAME (Make sure to use your complete, legal company name.)

FEIN (If FEIN is not applicable, SSN collected upon award) CONTACT NAME (Able to answer questions about proposal.) TITLE

TELEPHONE NUMBER FAX NUMBER

EMAIL

ADDRESS CITY STATE ZIP

AFFIRMATIVE ACTION CONTACT

If the selected contractor employs 15 or more employees and does aggregate annual business with the City of $50,000 or more, the contractor will be required to file an Affirmative Action Plan and comply with the City of Madison Affirmative Action Ordinance, Section 39.02(9)(e), within thirty (30) days contract signature. Vendors who believe they are exempt based on number of employees or annual aggregate business must file a request for exemption. Link to information and applicable forms:

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

CONTACT NAME TITLE

TELEPHONE NUMBER FAX NUMBER

ORDERS/BILLING CONTACT

Address where City purchase orders/contracts are to be mailed and person the department contacts concerning orders and billing.

CONTACT NAME TITLE

TELEPHONE NUMBER FAX NUMBER

LOCAL VENDOR STATUS

The City of Madison has adopted a local preference purchasing policy granting a scoring preference to local suppliers. Only suppliers registered as of the bid’s due date will receive preference. Learn more and register at the City of Madison website.

CHECK ONLY ONE:

Yes, we are a local vendor and have registered on the City of Madison website under the following category: www.cityofmadison.com/business/localPurchasing

No, we are not a local vendor or have not registered.

https://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers http://www.cityofmadison.com/business/localPurchasing

Rev. 07/28/2016-15018-FormD-CostProposal.doc

Form D: Cost Proposal

Prepare the fee proposal as all inclusive, not-to-exceed, fixed fees:

• All Inclusive – Covers all direct and indirect necessary expenses including but not limited to;

travel, telephone, copying and other out-of-pocket expenses.

• Not To Exceed – The actual fees shall not exceed the amount specified in fee proposal.

• Fixed Fee – All prices, rates, fees and conditions outlined in the proposal shall remain fixed and valid for the entire length of the contract and any/all renewals.

Any pricing increases or additions must be agreed upon in writing by both parties.

Please complete Form D2. Submit as an Excel Workbook, please do not convert it to a pdf.

Rev. 06/21/2022-15018-FormE-References.doc

Form E: References

Please list three references that are NOT from the City of Madison. If you wish to highlight any additional work experience for the City of Madison, please list it on a separate page.

REFERENCE #1 – CLIENT INFORMATION

COMPANY NAME CONTACT NAME

ADDRESS CITY STATE ZIP

TELEPHONE NUMBER FAX NUMBER

EMAIL

CONTRACT PERIOD YEAR COMPLETED TOTAL COST

DESCRIPTION OF THE PERFORMED WORK

REFERENCE #2 – CLIENT INFORMATION

COMPANY NAME CONTACT NAME

ADDRESS CITY STATE ZIP

TELEPHONE NUMBER FAX NUMBER

EMAIL

15018-FormE-References.doc

REFERENCE #3 – CLIENT INFORMATION

COMPANY NAME CONTACT NAME

ADDRESS CITY STATE ZIP

TELEPHONE NUMBER FAX NUMBER

EMAIL

Appendix A

Rev. 03/11/2026-Appendix A_POS_07.2026.docx

For City Use Only:

Contract Expiration Date: Contract/Project Name:

Does the contract include renewals? Yes No Are the renewals Automatic or Optional? Automatic Optional No. of renewals: Duration of each renewal:

City of Madison

CONTRACT FOR PURCHASE OF SERVICES

1. PARTIES.

This is a Contract between the City of Madison, a Wisconsin municipal corporation (“City”) and ("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 schedule(s) or attachment(s):

Attachment A: (name) (List all attachments here by name, and label and attach them, in order.)

Attachment B: (name)

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 the 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: (Select only one check box below and leave the others blank.)

from to .

year(s) from the date of final signature by the City.

months from the date of final signature by the City.

year(s) from (insert a hard start date) .

months from (insert a hard start date) .

As set forth in (reference exhibit or attachment above and the section number of that document where the contract term is described..

Add this language only if renewal terms have been agreed and authorized:

This contract may be renewed in writing, signed by authorized representatives of each party, for up to (number of total renewal terms) of renewal terms of (length of each renewal such as one (1) year) year(s) each.

5. CONTRACT PRICE.

It is expressly understood and agreed that in no event will the total Contract price paid by the City exceed:

a total of $ .

The pricing set forth in (refer to an exhibit/attachment listed above) .

Other: (specify details here) .

6. BASIS FOR PAYMENT.

A. GENERAL.

(1) The City will pay Contractor for completed and accepted services rendered and any goods or products under this Contract at the Contract Price set forth in Section 5. Such payment shall be full payment for services rendered and for all labor, material, supplies, equipment and incidentals necessary to complete the services. Payment in excess of the total Contract price will not be allowed unless authorized by a formal amendment signed by authorized representatives of both parties.

(2) Payment Schedule: The City will pay the Contractor in accordance with the schedule, if any, set forth in Section

3. Final payment of any balance due the Contractor will be made upon acceptance by the City of the services and any deliverables required by the Contract and upon receipt by the City of documents required to be returned or to be furnished by the Contractor.

(3) Invoicing: The Contractor shall submit invoices in a format approved by the City and as may be further specified in Section 3 of this Contract. Invoices shall include date(s) services are performed. If this Contract contains more than one product or service, invoices shall be itemized accordingly. The final invoice, if applicable, shall be submitted to the City in accordance with any agreed invoicing schedule but in no case later than thirty (30) days after completion of services and delivery of any goods.

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

Rev. 03/11/2026-Appendix A_POS_07.2026.docx

(5) 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 Contract or otherwise.

(6) The City will not compensate for unsatisfactory performance by the Contractor.

B. EXTRA SERVICES OR DECREASED SERVICES.

(1) The City may request, in writing, extra services or decreased services, as defined in Section 10 of this Contract.

Unless the Contractor believes the extra services entitle it to extra compensation or additional time, the Contractor shall proceed to furnish the necessary labor, materials, and professional services to complete the services within the time limits, if any, specified in this Contract.

(2) If in the Contractor's opinion the order for extra service would entitle it to extra compensation or extra time, or both, the Contractor shall not proceed to carry out the extra service, but shall notify the City, pursuant to Section 15 of this Contract. The notification shall include the justification for the claim for extra compensation or extra time, or both, and the amount of additional fee or time requested.

(3) The City shall review the Contractor's submittal and respond in writing, either authorizing the Contractor to perform the extra service, or refusing to authorize it. The Contractor shall not receive additional compensation or time unless the extra compensation is authorized by the City in writing.

7. ASSIGNABILITY/SUBCONTRACTING.

Contractor shall not assign or subcontract any interest or obligation under this Contract without the City's prior written approval or unless expressly stated otherwise in an attachment incorporated in Section 3. Unless the City has expressly approved subcontracting, all of the services required hereunder will be performed by Contractor and employees of Contractor.

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 Contract 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 Contract within the time for completion as specified in the attachment(s) listed in Section 3. The Contractor's services are completed when the City notifies the Contractor in writing that the services are complete and are acceptable. 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.

C. Services by the Contractor shall proceed continuously and expeditiously through completion of each phase of the work.

D. Progress reports documenting the extent of completed services shall be prepared by the Contractor and submitted to the

City with each invoice, and at such other times as the City may specify, unless another procedure is specified in Section 3.

E. The Contractor shall notify the City in writing when the services under this Contract have been completed. When the City determines that the services are complete and are acceptable, the City will provide written notification to the Contractor, acknowledging formal acceptance of the completed services.

10. EXTRA SERVICES.

The City may require the Contractor to perform extra services or decreased services, according to the procedure set forth in Section

6. Extra services or decreased services means services which are not different in kind or nature from the services called for in 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 set forth in Section 5, unless the Contract is formally amended.

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. NONDISCRIMINATION.

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.

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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 Contract 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. The Contractor agrees to interview and consider candidates referred by the Department, or an organization designated by the Department, if the candidate meets the minimum qualification standards established by the Contractor, and if the referral is timely.

A referral is timely if it is received by the Contractor on or before the date stated in the notice.

The Department will determine if a contractor is exempt from the above requirements (Sec. 13.A.) at the time the Request for Exemption in 13.B.(2) is made.

B. Articles of Agreement, Request for Exemption, and Release of Payment:

The “ARTICLES OF AGREEMENT” beginning on the following page, apply to all contractors, unless determined to be exempt under the following table and procedures:

NUMBER OF EMPLOYEES LESS THAN $50,000

Aggregate Annual Business with the City*

$50,000 OR MORE

Aggregate Annual Business with the City*

14 or fewer Exempt** Exempt**

15 or more Exempt** Not Exempt

*As determined by the Finance Director **As determined by the Department of Civil Rights

(1) Exempt Status: In this section, “Exempt” means the Contractor is exempt from the Articles of Agreement in section 13.B.(5) of this Contract and from filing an Affirmative Action plan as required by Section IV of the Articles of Agreement.

The Department of Civil Rights (“Department”) makes the final determination as to whether a contractor is exempt. If the Contractor is not exempt, sec. 13.B.(5) shall apply and Contractor shall select option A. or B. under Article IV therein and file an Affirmative Action Plan.

(2) Request for Exemption – Fewer Than 15 Employees: (MGO 39.02(9)(a)2.) Contractors who believe they are exempt based on number of employees shall submit a Request for Exemption on a form provided by the Department within thirty (30) days of the effective date of this Contract.

(3) Exemption – Annual Aggregate Business: (MGO 39.02(9)(a)c.): The Department will determine, at the time this Contract is presented for signature, if the Contractor is exempt because it will have less than $50,000 in annual aggregate business with the City for the calendar year in which the contract is in effect. CONTRACTORS WITH 15 OR MORE EMPLOYEES WILL LOSE THIS EXEMPTION AND BECOME SUBJECT TO SEC. 13.B.(5) UPON REACHING $50,000

OR MORE ANNUAL AGGREGATE BUSINESS WITH THE CITY WITHIN THE CALENDAR YEAR.

(4) Release of Payment: (MGO 39.02(9)(e)1.b.) All non-exempt contractors must have an approved Affirmative Action plan meeting the requirements of Article IV below on file with the Department within thirty (30) days of the effective date of this Contract and prior to release of payment by the City. Contractors that are exempt based on number of employees agree to file a Request for Exemption with the Department within thirty (30) days of the effective date and prior to release of payment by the City.

(5) Articles of Agreement:

ARTICLE I

The Contractor shall take affirmative action in accordance with the provisions of this Contract to ensure that applicants are employed, and that employees are treated during employment without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin and that the employer shall provide harassment-free work environment for the realization of the potential of each employee. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship insofar as it is within the control of the Contractor. The Contractor agrees to post in conspicuous places available to employees and applicants notices to be provided by the City setting out the provisions of the nondiscrimination clauses in this Contract.

ARTICLE II

The Contractor shall in all solicitations or advertisements for employees placed by or on behalf of the Contractors state that all qualified or qualifiable applicants will be employed without regard to race, religion, color, age, marital status, disability, sex, sexual orientation, gender identity or national origin.

ARTICLE III

The Contractor shall send to each labor union or representative of workers with which it has a collective bargaining Agreement or other Contract or understanding a notice to be provided by the City advising the labor union or workers representative of the Contractor's equal

Rev. 03/11/2026-Appendix A_POS_07.2026.docx employment opportunity and affirmative action commitments. Such notices shall be posted in conspicuous places available to employees and applicants for employment.

ARTICLE IV

(This Article applies to non-public works contracts.)

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison (MGO 39.02) including the Contract compliance requirements. The Contractor warrants and certifies that one of the following paragraphs is true (check one):

A. Contractor has prepared and has on file an affirmative action plan that meets the format requirements of Federal Revised Order No, 4, 41 CFR part 60-2, as established by 43 FR 51400 November 3, 1978, including appendices required by City of Madison ordinances or it has prepared and has on file a model affirmative action plan approved by the Madison Common Council.

B. Within thirty (30) days after the effective date of this Contract, Contractor will complete an affirmative action plan that meets the format requirements of Federal Revised Order No. 4, 41 CFR Part 60-2, as established by 43 FR 51400, November 3, 1978, including appendices required by City of Madison ordinance or within thirty (30) days after the effective date of this Contract, it will complete a model affirmative action plan approved by the Madison Common Council.

C. Contractor believes it is exempt from filing an affirmative action plan because it has fewer than fifteen (15) employees and has filed, or will file within thirty (30) days after the effective date of this Contract, a form required by the City to confirm exempt status based on number of employees. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

D. Contractor believes it is exempt from filing an affirmative action plan because its annual aggregate business with the City for the calendar year in which the contract is in effect is less than fifty thousand dollars ($50,000), or for another reason listed in MGO 39.02(9)(a)2. If the City determines that Contractor is not exempt, the Articles of Agreement will apply.

ARTICLE V

(This Article applies only to public works contracts.)

The Contractor agrees that it will comply with all provisions of the Affirmative Action Ordinance of the City of Madison, including the Contract compliance requirements. The Contractor agrees to submit the model affirmative action plan for public works Contractors in a form approved by the Director of Affirmative Action.

ARTICLE VI

The Contractor will maintain records as required by Section 39.02(9)(f) of the Madison General Ordinances and will provide the City's Department of Affirmative Action with access to such records and to persons who have relevant and necessary information, as provided in Section 39.02(9)(f). The City agrees to keep all such records confidential, except to the extent that public inspection is required by law.

ARTICLE VII

In the event of the Contractor's or subcontractor's failure to comply with the Equal Employment Opportunity and Affirmative Action provisions of this Contract or Sections 39.03 and 39.02 of the Madison General Ordinances, it is agreed that the City at its option may do any or all of the following:

A. Cancel, terminate or suspend this Contract in whole or in part.

B. Declare the Contractor ineligible for further City contracts until the Affirmative Action requirements are met.

C. Recover on behalf of the City from the prime Contractor 0.5 percent of the Contract award price for each week that such party fails or refuses to comply, in the nature of liquidated damages, but not to exceed a total of five percent (5%) of the Contract price, or ten thousand dollars ($10,000), whichever is less. Under public works contracts, if a subcontractor is in noncompliance, the City may recover liquidated damages from the prime Contractor in the manner described above. The preceding sentence shall not be construed to prohibit a prime Contractor from recovering the amount of such damage from the noncomplying subcontractor.

ARTICLE VIII

(This Article applies to public works contracts only.)

The Contractor shall include the above provisions of this Contract in every subcontract so that such provisions will be binding upon each subcontractor. The Contractor shall take such action with respect to any subcontractor as necessary to enforce such provisions, including sanctions provided for noncompliance.

ARTICLE IX

The Contractor shall allow the maximum feasible opportunity to small business enterprises to compete for any subcontracts entered into pursuant to this Contract. (In federally funded contracts the terms "DBE, MBE, and WBE" shall be substituted for the term "small business" in this Article.)

14. SEVERABILITY.

It is mutually agreed that in case any provision of this Contract is determined by any court of law to be unconstitutional, illegal or unenforceable, it is the intention of the parties that all other provisions of this Contract remain in full force and effect.

15. NOTICES.

All notices to be given under the terms of this Contract shall be in writing and signed by the person serving the notice and shall be sent registered or certified mail, return receipt requested, postage prepaid, hand delivered to the addresses of the parties listed

Rev. 03/11/2026-Appendix A_POS_07.2026.docx below, or via email if the party has provided an email address for the purpose below. Email notices are presumed delivered on the date the email is sent by the sender.

FOR THE CITY:

(Department or Division Head)

Email address if electing to receive notice via email:

FOR THE CONTRACTOR:

Email address if electing to receive notice via email:

16. INDEPENDENT CONTRACTOR AND TAX INFORMATION.

It is agreed that Contractor is an independent contractor and not an employee of the City, and any persons who the Contractor utilizes or provides for services under this Contract not employees of the City of Madison.

Contractor shall provide its taxpayer identification number (or social security number) to the Finance Director, 210 Martin

Luther King Jr. Blvd, Room 406, Madison, WI 53703, prior to payment. The Contractor is informed that as an independent contractor, Contractor may have a responsibility to make estimated tax returns, file tax returns, pay income taxes and make social security payments on the amounts received under this Contract. No amounts will be withheld by the City for these purposes and payment of taxes and making social security payments are solely the responsibility and obligation of the Contractor. The Contractor is further informed that they may be subject to civil and/or criminal penalties if they fail to properly report income and pay taxes and social security taxes on the amount received under this Contract.

17. GOODWILL.

Any and all goodwill arising out of this Contract inures solely to the benefit of the City; Contractor waives all claims to benefit of such goodwill.

18. THIRD PARTY RIGHTS.

This Contract is intended to be solely between the parties hereto. No part of this Contract shall be construed to add, supplement, amend, abridge or repeal existing rights, benefits or privileges of any third party or parties, including but not limited to employees of either of the parties.

19. AUDIT AND RETAINING OF DOCUMENTS.

The Contractor agrees to provide all reports requested by the City including, but not limited to, financial statements and reports, reports and accounting of services rendered, and any other reports or documents requested. Financial and service reports shall be provided according to a schedule (when applicable) to be included in this Contract. Any other reports or documents shall be provided within five (5) working days after the Contractor receives the City's written requests, unless the parties agree in writing on a longer period.

Payroll records and any other documents relating to the performance of services under the terms of this Contract shall be retained by the Contractor for a period of three (3) years after completion of all work under this Contract, in order to be available for audit by the City or its designee.

20. CHOICE OF LAW, VENUE, AND FORUM SELECTION.

This Contract shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles. For any claim or suit or other dispute relating to this Contract that cannot be mutually resolved informally, the venue shall be Dane County, Wisconsin, and the parties agree to submit themselves to the jurisdiction of a court of competent jurisdiction in said venue, to the exclusion of any other forum that may have jurisdiction over such a dispute according to any law.

21. COMPLIANCE WITH APPLICABLE LAWS.

The Contractor shall become familiar with, and shall at all times comply with and observe all federal, state, and local laws, ordinances, and regulations which in any manner affect the services or conduct of the Contractor and its agents and employees.

22. CONFLICT OF INTEREST.

A. The Contractor warrants that it and its agents and employees have no public or private interest, and will not acquire directly or indirectly any such interest, which would conflict in any manner with the performance of the services under this Contract.

B. The Contractor shall not employ or Contract with any person currently employed by the City for any services included under the provisions of this Contract.

23. ENTIRE AGREEMENT.

This Contract for Purchase of Services, including any and all attachments, exhibits and other documents referenced in…