JT-RFP-2026-2 Ad Revenue.pdf

City of Janesville

Request for Proposal: Bus Advertising Sales

JT-RFP-2026-2

Table of Contents Purpose

General Terms

Submission Of Proposals

Optional Site Visit

Clarification & Amendment Process

Timeline

Introduction to Janesville Transit

Ridership Summary

Revenue Summary

Fleet Summary

Spares

Bus Assignments

Service Hours

Scope Of Services

Setting of Rates and Executing Ad Contracts

Monthly Payments

Reporting/Recordkeeping

Design, Creation, Installation, Maintenance & Removal of Bus Ad Signs

Coordination

Compliance with All Applicable Governmental Regulations

Marketing & New Advertising Sales Ventures

Unused Space

Transitioning of Existing Advertisers

Termination/Expiration of Contract Regarding Continuity of Advertising Services

Proposal Content

Experience

Personnel

Financial Data

Management Methodologies/Procedures

Certifications & Forms

Evaluation Criteria

Interviews

Contract

Term

Financial Assistance Contracts

Insurance

Indemnification

Prohibited Provisions

Protest Procedures

Timing Requirements and categories of protests

Protest Review

General

Effects of Protest on Procurement Action

Ability to proceed

Summary Dismissal

Protest Decision

Appeals

Federal Clauses

ACCESS TO RECORDS AND REPORTS

CHANGES TO FEDERAL REQUIREMENTS

CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

CIVIL RIGHTS LAWS AND REGULATIONS

Federal Equal Employment Opportunity (EEO) Requirements

Civil Rights and Equal Opportunity

DEBARMENT AND SUSPENSION

DISADVANTAGED BUSINESS ENTERPRISE (DBE)

DOMESTIC PREFERENCES FOR PROCUREMENTS

ENERGY CONSERVATION

FLY AMERICA

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

NO GOVERNMENT OBLIGATION TO THIRD PARTIES

NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION RELATED TO FRAUD, WASTE, ABUSE, OR OTHER LEGAL MATTERS

PATENT RIGHTS AND RIGHTS IN DATA

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT

PROMPT PAYMENT

RESTRICTIONS ON LOBBYING

SAFE OPERATION OF MOTOR VEHICLES

SOLID WASTES (RECOVERED MATERIALS)

SPECIAL NOTIFICATION REQUIREMENTS FOR STATES

TERMINATION

CONFORMANCE WITH ITS NATIONAL ARCHITECTURE

FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS

SEVERABILITY

TRAFFICKING IN PERSONS

Appendix A - Forms

Form A: Proposal Signature Page & Vendor Information

Form B: Overall Federal Regulation Compliance

Form C: Compliance With Specifications/Scope Of Work

Form D: Debarment And Suspension Certification (Nonprocurement)

Form E: Lobbying Certification

Form F: Disadvantaged Business Enterprise (DBE) Certification

Form G: Compliance With Appendix B: Policy 4 – Bus Advertising

Form H: Acknowledgment Of Addenda (If Necessary)

Form I: Bidder List Data Form

Form J - Revenue Proposal

Appendix B: Policy 4 – Bus Advertising

Purpose The purpose of this Request for Proposals (RFP) is to solicit proposals from qualified firms to provide bus advertising sales and make payments of the share of revenue generated from these activities to the City of Janesville.

General Terms These instructions provide detailed technical requirements for the purchase of services related to bus advertising sales for JT. You are requested to make a formal proposal to accomplish the Scope of Services described herein in the form prescribed. Your proposal is to be signed by a duly authorized official(s) of the proposer and shall be submitted to the City in the time and manner described. The City will make no reimbursement for any cost incurred for preparing a proposal or before a formal notice to proceed if awarded a contract.

Submission Of Proposals An emailed proposal shall be received by JT prior to the due date and time listed in the Timeline.

The email subject line shall state: "Proposal for JT-RFP-2026-2”. Use of an online file-sharing software (e.g., Microsoft OneDrive; Dropbox) is encouraged to ensure large file sizes do not interfere with receipt.

The proposal file format shall be Portable Document Format (PDF).

The proposal shall be emailed to smithr@ci.janesville.wi.us

Submitting a proposal to any email address other than smithr@ci.janesville.wi.us does not constitute receipt of a proposal by JT. It is the Proposer’s responsibility to verify that JT has timely received the emailed proposal before the due date and time above. JT is not responsible for late receipt of a proposal, regardless of the reason for the delay. Proof of transmission does not constitute proof of receipt. The Proposer is responsible for confirming that JT has successfully received their emailed proposal and is encouraged to do so due to the strict email filters used at the City of Janesville.

Submission of a proposal shall constitute a firm offer by the proposer to JT for one hundred twenty (120) days from the proposal opening. Once awarded, prices shall remain firm for the duration of the contract.

Prices MUST also be free of federal, state, and local taxes unless otherwise imposed by a governmental body, and applicable to the material on the proposal.

No person or entity submitting a proposal in response to this RFP, nor any officer, employee, agent, representative, relative or consultant representing such a person (or entity) may contact through any means or engage in any discussion concerning the award of this contract with any member of JT staff or any employee of JT during the period beginning on the date of proposal issue and ending on the date of the selection of the contractor. Any such contact would be grounds for disqualification of the proposer.

Contact with JT staff during such time period must be limited to technical questions. The exception to this rule would be when the proposer being a current service provider is making contact concerning the current services being provided under a separate and current contract.

Optional Site Visit Proposers may attend an in-person site visit to view a JT bus on display that is eligible for advertising. No questions will be taken at this visit. No other site visits will be scheduled. Proposers are not required to attend the site visit. However, it is the Proposer’s responsibility to completely understand the available fleet vehicles and the proposer’s responsibilities, in order to facilitate a full understanding of all requirements associated with this RFP’s Scope of Services.

Failure to participate in the visit will in no way relieve the successful Proposer from providing all services that may be required to carry out the intent of the resulting contract.

The site visit is scheduled for April 7, 2026 at 10:00 a.m. at the Transit Services Center, 101 Black Bridge Road, Janesville, WI. Proposers are asked to park in the visitor parking section. Attendees are welcome to bring their own ladder and tape measure for use during the site visit, as no equipment will be provided during the site visit. Proposers shall also be advised the site visit will take place outdoors.

Clarification & Amendment Process A Proposer may submit to the City a written request for an interpretation or clarification of, or addenda to, this RFP.

The City will review and prepare a response to each request made by a proposer pursuant to this section.

The responses will be posted on the City’s website and Vendor Net to ensure all interested parties receive the same information.

The City reserves the right to make modifications or addenda to this RFP. If the City determines it is appropriate to revise any portion of this RFP, either at the request of a proposer or upon the City's own initiative, the City will issue, and make available to all prospective proposers, a written addendum setting forth this revision. Proposers shall acknowledge receipt of addenda by written notice thereof returned to the City as a component of the proposal (see Form H). Without acknowledgement of addenda, proposals may not be considered. Where addenda require changes in the work to be performed under the Contract, the date set for receipt of proposals may be postponed by the number of days the City determines are appropriate in order to enable prospective proposers to revise proposals.

The City is not bound by any oral interpretations, clarifications, or changes made to this RFP by any City employee. Any clarification or change to the RFP must be provided in writing pursuant to this section.

Direct questions concerning this Request for Proposals to Rebecca Smith, Transit Director, in writing and submitted via e-mail to smithr@ci.janesville.wi.us by Friday, April 10, 2026 .

Timeline

RFP Issued Tues, Mar 31, 2026

Site Visit Opportunity: 101 Black Bridge Rd Janesville, WI Tues, Apr 7, 2026 @10am

Deadline for Proposer Questions, Comments, & Requests for Clarification

Fri, Apr 10, 2026

JT Responds to Questions/Addenda Tues, Apr 14, 2026

Proposal Submittal Deadline Tues, April 21, 2026 at 12PM Noon

Interviews/Negotiation Period (Anticipated) Apr 27-30, 2026

Notice of Contract Award (Anticipated) Tues, May 5, 2026

Introduction to Janesville Transit Janesville Transit (JT) is a public transit system owned and operated by the City of Janesville (CoJ) as a division of the CoJ’s local, municipal government. JT provides fixed-route bus service throughout the corporate boundaries of the CoJ with a connecting route to Beloit. JT is operated out of the Transit Services Center located at 101 Black Bridge Road in Janesville, WI 53545 and the public facing hub of JT is the Transfer Center, located at 123 S River Street in downtown Janesville.

JT operates daytime routes Monday through Saturday; weekday evening routes; and Extra Service Routes.

Current routes and service area can be found at www.janesvilletransit.com. (Extra Service Routes, or mailto:smithr@ci.janesville.wi.us http://www.janesvilletransit.com/

“tripper routes” are operated during the academic year to assist with the passenger load at our peak times before and after school. The School Transportation page is located here:

https://www.janesvillewi.gov/departments-services/neighborhood-and-community-services/bus-transit-jts/school-transportation)

JT enjoys community, city administration, and elected body support. JT has provided consistent service levels for decades, with the most significant change being the addition of evening weekday bus services in the calendar year 2000.

JT has participated in exterior bus advertising for 20+ years using a contract advertising vendor approach with positive results. JT only allows advertising wraps on the exterior of the buses; no framed signs or placards may be placed on the exterior of the buses.

Ridership Summary Annual Fixed Route ridership at JT is the following:

2021 280,298 2022 345,362 2023 398,119 2024 402,208 2025 366,682

Revenue Summary JT received the following revenue amounts annually from the contractor:

2021: $40,555 2022: $28,393 2023: $53,555 2024: $37,437 2025: $43,875

JT receives a 50% revenue share from the current advertising sales contract and a guaranteed monthly payment minimum of about $2,900.

Fleet Summary Below is the fleet of buses Janesville Transit will have available for bus advertising at the start of the new contract. JT expects the fleet to remain as described for the duration of the contract.

Make Model Year Series Length Quantity Gillig Low Floor 2019 450s (450-455) 35 FT. 6 Gillig Low Floor 2020 460s (460 – 468) 35 FT. 9 Gillig Low Floor 2022 470s (470 – 471) 35 FT. 2 Gillig Low Floor Fall 2026 480 40 FT. 1

Note: In October 2026 the fleet size will increase to 18 buses, with the acceptance of a 40’ bus.

Spares JT reserves two buses as spares, serving as replacement buses in support of the entire fleet.

https://www.janesvillewi.gov/departments-services/neighborhood-and-community-services/bus-transit-jts/school-transportation https://www.janesvillewi.gov/departments-services/neighborhood-and-community-services/bus-transit-jts/school-transportation

Bus Assignments JT predominantly maintains the 450 series of Gillig Buses on Extra Service Routes/Tripper routes. The buses assigned to these routes rotate on a cyclical schedule to ensure assignment to all tripper routes and areas of Janesville. All 450 series buses are assigned daytime, evening or spare routes as needed.

JT maintains the 460 and 470 buses on daytime, evening and spare assignments. The buses assigned to these routes rotate on a cyclical schedule to ensure assignment to all routes and areas of Janesville. All 460 and 470 series buses are assigned tripper routes, as needed.

Service Hours Monday – Friday 6:15 AM – 10:15 PM Saturday 8:45 AM – 6:15 PM

Weekdays, including Tripper Service

Number of Buses Time Hours Service 12 AM Peak 6:45AM – 8:15AM Fixed Route Service with

Tripper Service 7 Midday 6:15AM- 6:45AM &

8:15AM – 3:00PM

Fixed Route Service

14 PM Peak 3PM – 4:30PM Fixed Route Service with Tripper Service

7 Late Afternoon 4:30PM – 6:15PM Fixed Route Service 3 Evening 6:15PM – 10:15PM Deviated Route Service

Saturday Service

6 Weekend 8:45AM – 6:15PM Fixed Route Service

No service is provided on the following holidays: New Year’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, and Christmas.

The seven daytime route buses currently operate 86.75 hours and 1,258 miles each weekday; and 60 hours and 809 miles on Saturdays. The three evening routes total 12.75 hours of operation and 171 miles each weekday. Extra Service/Tripper routes total 16.50 hours of operation and 165 miles each school day. We expect the daily hours and mileage to remain consistent during the contract.

Scope Of Services Janesville Transit is seeking a contractor to sell advertisements on the exterior and interior of the City’s buses and provide payment to the City for a portion of the revenue generated from these activities. The Contractor shall be responsible for collecting and retaining all money and compensation paid or agreed to be paid by third parties for any and all advertising on the City buses. Upon execution of this contract, the Contractor may begin bus advertising sales activities for the City including selling of ad space that will be available on or after approximately June 1, 2026.

In addition to providing the service of bus advertising sales and collections of the revenue from those activities, the Contractor will also be responsible for the following:

• Setting of Rates and Executing Ad Contracts

• Monthly Payments

• Recordkeeping

• Transition for Existing Advertisers

• Design, Creation, Installation, Maintenance & Removal of Bus Ad Signs

• Compliance with All Applicable Governmental Regulations

• Marketing & New Sales Ventures

• Unused Space

• Termination/Expiration of Contract

Setting of Rates and Executing Ad Contracts The Contractor will have the right to set the rates for advertising on the buses and the length of contracts.

The Contractor will be responsible for executing all bus ad contracts with advertisers. The Contractor will be the sole contact for all advertisers.

Monthly Payments The Contractor will be required to pay the City the amount agreed upon. There are three components to the monthly payments. The proposer shall identify that amount in Form J, “Revenue Proposal”, whether there will be a minimum amount per month per year, or a percentage of the gross monthly receipts from the sale/rental of space, or a combination of guaranteed and percentage of gross monthly receipts. No guaranteed minimums or percentage of gross monthly receipts minimums are expressed in this Request for Proposal.

Payments must be made by the 30th of the month following the month of which the guarantee is based.

Payments shall be made to the following address:

Janesville Transit Attention: Rebecca Smith, Transit Director 101 Black Bridge Rd Janesville, WI 53545

Reporting/Recordkeeping The Contractor will be required to submit a monthly report to the City that will include detail by advertiser of the following:

• Name of Advertiser

• Number and Size of Signs with Associated Bus Number(s)

• Duration of Contract

• Gross Billings and Net Collections

• Total Gross Billings and Net Collections per Month

The successful Proposer shall maintain records of all transactions and make such records (including all advertising contracts) available to JT within a reasonable amount of time upon written notification.

Design, Creation, Installation, Maintenance & Removal of Bus Ad Signs The contractor is required to design, create, install, maintain and remove all advertisements from the Janesville Transit bus fleet. The Contractor is solely responsible for all labor and expense of creation, application, and removal of each advertisement. It shall be the responsibility of the Contractor to ensure that all advertisements are maintained in a neat and proper condition. The City at its sole option may direct the Contractor to repair or replace ads that are worn or damaged and the Contractor will be responsible for all costs associated with these repairs.

All exterior advertising shall be constructed of direct application exterior vinyl of a high quality (ex. 3M or Avery). The materials used must be easy to apply and remove, be durable, and readable. The Contractor is permitted to set ad sizes but is encouraged to use industry standard-sized ads where applicable.

Custom-sized ads are also acceptable and there is no cap on the number of full or partial bus wraps sold. JT encourages creative products to maximize revenue generated. JT is open to exploring options for interior bus advertisement material but requires paper signs to be laminated for durability.

All advertisements and other items affixed to or in the City’s buses by the Contractor shall not interfere with the normal operation, safety, or routine maintenance of said buses. Full and partial bus wraps with ad material that covers bus windows must be designed to not inhibit the driver’s ability to view vehicle and/or pedestrian traffic, and to allow passengers to see outside of the bus. No wrap ad material shall be placed upon or forward of the front entrance door or in the window panel directly behind the front entrance door. If covered by a created ad, the bus numbers at the front, sides, and rear shall be included in the design in comparable size and placement to ensure visibility. If covered by a created ad, the sign “Right Turn in Front of Stopped Bus is Illegal” on the rear of the bus shall be included in the design in comparable size and placement to ensure visibility.

The contractor must comply with all policies when at the Transit Services Center, 101 Black Bridge Road, Janesville. Installation and removal of advertising signs performed at the Transit Services Center must be completed between the hours of 7 am to 8 pm Monday – Friday. Changes to these hours may occur upon approval of the Maintenance Supervisor. Installation and removal may occur at an offsite location at the discretion of the Transit Director.

The Contractor must maintain a record of all advertising posted and removed by bus number.

If any damage occurs to the bus as a result of installation, maintenance or removal of an advertisement, the Contractor will be responsible for restoring the buses to their original condition, including repainting and reapplying of any signs or equipment damaged, etc. if necessary. If any advertisement is damaged for any reason, including but not limited to accident, vandalism, or routine washing, the Contractor shall be responsible for all labor and expense in performing touch-ups or repairs. The City and/or its agents, insurance carriers, etc. may assist the Contractor in attempts to recover the cost of replacement/repairs to ad signs caused by other parties.

Coordination The Contractor shall coordinate the approval of new ads with the Transit Director and the installation or removal of ads with the Transit Maintenance Supervisor. Coordination shall typically be completed via email and 48 hours’ notice shall be given when requesting installation or removal dates and times.

Compliance with All Applicable Governmental Regulations The Contractor must agree to post ads that conform to the City policy regarding the appropriateness of advertising graphics and content as well as the total ban on tobacco product, and political advertising. A copy of the City’s policy on transit advertising is available in Appendix B. The Contractor must also comply with all other applicable local, state, and federal regulations.

Marketing & New Advertising Sales Ventures The Contractor will be responsible for marketing the sale of advertisements on the City’s buses. The City will assist in providing information on the City of Janesville website regarding bus advertising with the information provided by the Contractor. In addition, the Contractor should provide the City with the contact information for the Contractor’s ad sales staff that transit staff can direct interested advertisers to contact.

The Contractor also may propose additional sales ventures for consideration during the contract (Ex. ads at the Downtown Transfer Center, on service vehicles, on fare media, digital advertisements, etc.).

Unused Space The City reserves the right to use any unused bus ad space for advertisements for Janesville Transit. All costs associated with the creation, installation, and removal of these ads shall be paid to the Contractor by the City. The Contractor is under no obligation to maintain any amount of ad space for the City and the use of the space would be only as available.

Transitioning of Existing Advertisers The newly awarded contractor will be responsible for handling the transition of all existing transit advertisers having contracts with the current Bus Advertising Contractor (if different) and will assume all active transit advertising contracts held by the current contract on the starting date.

Termination/Expiration of Contract Regarding Continuity of Advertising Services Upon termination of the Contractor for any reason or upon the expiration of this Agreement, the Contractor agrees that it will furnish to the City, for the City’s use or delivery to a successor Contractor, a list of all advertisers which were under contract immediately prior to the termination or expiration, including with respect to each such advertiser: (i). its name,. (ii). the principal contact at the advertiser for purposes of negotiating an advertising contract, (iii). its address, phone number, and email and, if different, the address, phone number, and email of the principal contact. Along with this list, the Contractor shall provide to the City, to the extent not previously provided, a copy of the most recent contract between each identified advertiser and the Contractor.

Proposal Content

The following information must be contained in your response to this solicitation:

Experience Maximum of 2 pages: Describe in detail your experience in and knowledge of the transit bus advertising business. This description should include a brief history of the company, a description of the ownership structure and legal status of the organization, and, name of the Chief Executive Officer. Contractors should describe their involvement with media advertising, such as exterior advertising, electronic displays, billboards, mobile, etc. Provide the total number of transit properties served by your firm for each of the following years: 2023, 2024 and 2025 and detail how many new accounts were added each year. In addition, provide the total number of expired or terminated contracts each of these years.

Provide the name, email address, and telephone number of at least three client references. The City of Janesville reserves the right to contact any other references it finds on its own.

Personnel

Maximum of 2 pages: Provide a detailed resume for the key personnel proposed to work on this account including sales, management, and installation staff. Identify who the main sales contact for this contract will be and their experience in the Janesville market. Please indicate what, if any, duties will be subcontracted and provide the name of the firm and how long your firm has had a relationship with the subcontractor.

Financial Data The City wishes to work with companies that display sound financial strength, judgment, and capability.

Management Methodologies/Procedures Maximum 5 pages: Provide a narrative describing management tools, procedures, philosophy, and practices used by your firm to conduct the type of activity required by this contract including the following:

• A detailed marketing plan with quantifiable objectives that are supported by action-oriented strategies and guidelines that will help the City evaluate the firm’s potential performance. The Contractor must consider and show that it understands what factors are involved in the Janesville market and what strategies will be used to maximize revenue. Proposals should include what the standard size ads will be and where on the buses the ads will be located. Explain what, if any, custom-sized ads will be offered. Examples of previous advertisements showing the extent of creativity of your firm and maximization of revenue generation is encouraged.

• Provide a detailed transition plan for existing advertisers. The transition plan should contain the process the contractor will take to assume the existing transit advertising contracts from the previous vendor as well as a list of tasks and data the contractor expects from the Transit Commission.

• Description of how your firm works through the entire ad development process from creative design, production, and installation. Describe how your firm accounts for the structure of the bus in the ad design and production. Detail the installation and removal process including scheduling buses and what measures are taken to not harm the bus during installation or removal of signage.

Describe the materials used for the exterior and interior ads and why those materials are chosen.

Certifications & Forms Sign and date certifications and forms as required. See Appendix A of this document.

Evaluation Criteria A committee consisting of Janesville Transit staff will evaluate proposals. The following criteria will be used by the committee in evaluating written proposals:

• Revenue [50%]

• Experience of firm and assigned sales representative [30%]

• Management Methodologies [20%]

• Certifications [Disqualification if not complete]

Interviews Interviews may be required of selected finalists at their expense. However, the Evaluation Committee may, at its sole discretion, recommend an award without discussion or negotiation with any proposer based on the proposals submitted, or it may choose to negotiate with all firms and individuals that it determines to have a reasonable chance of being selected based on the above-listed evaluation criteria.

Respondents are cautioned that proposals should be submitted initially on the most favorable terms, from both a technical and revenue standpoint.

Contract Following the selection of a firm or individual (hereinafter Contractor), a written contract will be executed by the Contractor and the City of Janesville, incorporating the terms and conditions of this RFP; the proposer’s response to the RFP; and the City of Janesville standard terms and conditions.

Term This agreement shall be for three years from June 1, 2026 with two additional option years.

Financial Assistance Contracts The contract let under this solicitation is subject to a financial assistance contract between the City of Janesville, the U.S. Department of Transportation, Federal Transit Administration (FTA), and the Wisconsin Department of Transportation (WISDOT). The Contractor is required to comply with all terms and conditions prescribed for third party Contractors as prescribed in current grant contracts between the City of Janesville and FTA and WISDOT.

Insurance Specifically, without limitation, the contract will contain the following provisions regarding insurance:

Contractor shall maintain insurance of the following kinds and for not less than the following limits, at Contractor’s sole expense, at all times during Contractor’s performance of its obligations under this contract:

A. Worker Compensation and Employer’s Liability Insurance – Statutory worker compensation benefits and employer’s liability insurance with limits not less than statutory requirements. The Contractor shall require subcontractors not protected under its insurance to take out and maintain such insurance.

B. Commercial General Liability Insurance – Policy shall be written to provide coverage for, but not limited to, the following: (1) premises and operations (2) personal injury (3) blanket contractual (4) independent contractor coverage. Limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate.

C. Automobile Liability Insurance – Business automobile policy covering all owned, hired, and non-owned private passenger autos and commercial vehicles. Limit of liability not less than $1,000,000.

D. Umbrella Liability Insurance – Coverage to be in addition to employer’s liability, general liability, and automobile liability insurance required above. Limit of liability not less than $1,000,000.

All policies shall be occurrence, and not claims-made, policies. Contractor shall obtain an endorsement naming the City, their respective boards, commissions, agencies, officers, employees, and representatives as additional insureds, and Contractor’s insurance shall be primary, not excess, and non-contributory. All policies shall be from insurers licensed to issue such policies in Wisconsin.

Upon the execution of the contract, the Contractor shall deliver a certificate of insurance to the City showing that all requirements of this section are met. Failure to submit an insurance certificate, as required, can make the Contract voidable at the City’s discretion. Additionally, the Contractor shall not allow any subcontractor to commence work until the insurance certificates, where applicable, have been obtained from the subcontractor.

Indemnification Contractor shall indemnify and hold the City harmless from any and all third party claims, demands, causes of action, lawsuits, judgments, penalties, and other liabilities of any kind arising out of, or connected in any way with, Contractor’s performance of its obligations under this contract, including court costs and actual attorney fees.

Prohibited Provisions The contract shall not include the following:

Limitation or Disclaimer of Liability - The contract will not include any provision whereby the Contractor attempts to disclaim or limit liability for damages other than consequential or incidental damages. Direct and special damages for Contractor’s breach of the contract or warranties, or Contractor’s negligence, will not be limited or disclaimed.

Choice of Law, Jurisdiction, or Venue - The contract will not include any provision providing that (1) the law of any state other than Wisconsin shall apply to the construction of the contract, (2) lawsuits arising from the contract must be brought in any court other than Wisconsin Circuit Court for Rock County, or (3) that the City is subject to personal jurisdiction in any state other than Wisconsin.

Arbitration - The contract will not include any provision requiring disputes arising from it to be submitted to arbitration.

Protest Procedures Protests of an interested party regarding the procurement actions of the City shall be considered and determined in accordance with the following procedures.

A protest which is submitted by a party that is not an interested party, or which is not in accordance with these procedures shall not be considered by the City and will be returned to the submitting party without any further action by the City.

Any interested party may file a protest with the City on the following grounds:

1. The City has failed to comply with applicable Federal or State law;

2. The City has failed to comply with its procurement procedures;

3. The City has failed to comply with the terms of this solicitation, including the failure to adhere to the evaluation criteria set forth in the solicitation.

4. The City has issued restrictive or discriminatory specifications.

A protest must be filed in writing and include the following:

1. Identity of the contact person for the protestor, including name, title, address, telephone, fax, and email addresses. If the contact point is a third party representing the protester, the same information must be provided, plus a statement defining the relationship between the protester and the third party.

2. Name of the procurement solicitation.

3. A detailed statement of the grounds for the protest, including all relevant facts and the Federal or

State law or the provision of the City procurement procedures, or specific term of the solicitation alleged to have been violated.

4. Any relevant supporting documentation the protesting party desires the City to consider in making its decision.

5. A complete discussion of the basis for the protest, including all supporting facts, documents, or data; and

6. A statement of the specific relief requested.

7. The protestor is solely responsible for the completeness and validity of the information provided.

Any documents relevant to the protest should be attached to the written submission. Documents which are readily available on the internet may be referenced to an appropriate link.

A protest may be decided solely upon the written submission. The protest submission should therefore include all materials necessary to support the protester’s position. Additional or supplemental materials may only be submitted at the request of, or with the permission of, the protest reviewer.

All protests must be received Monday through Friday from 8a – 4:30pm (closed at noon on Fridays).

Protests should be submitted to:

Director of Neighborhood and Community Services City of Janesville City Hall 1st Floor 18 N. Jackson Street, Janesville, WI 53546 (street) PO Box 5005, Janesville WI 53547-5005 (mailing)

If any of the information required by this section is omitted or incomplete, the City will notify the protestor, in writing, within one (1) day of the receipt of the protest, and the protestor will be given one day to provide the omitted or incomplete information in order for the protest to be further considered.

This provision only applies in the case of a failure to state any grounds for a protest and does not apply to stating inadequate grounds for a protest or the failure to submit documentation.

Timing Requirements and categories of protests The City will consider the following categories of protests within the time period set forth in each category:

Protests regarding solicitation documents:

A protest related to the technical scope or specification, terms, conditions, or form of a solicitation must be received no later than ten (10) from the issuance of the request for proposals; if the protest addresses an amendment to the solicitation, it must be received no later than ten (10) working days prior to the date established for opening bids or receipt of proposals or five (5) working days after the date of issuance of the amendment, whichever is later; in no event, however, may a protest of this nature be submitted after bids or proposals are received. Any protest based on such grounds filed after that date will not be considered by the City.

Protests regarding proposal evaluation or contract award:

All bidders/proposers will be notified of the recommended award, upon a determination by JT. This notice will be transmitted to each proposer at the email address contained in its proposal form. Any proposer whose proposal is valid at the time of the staff determination may protest the recommended award on one or more of the following grounds:

1. That the recommended award does not meet the requirements of the solicitation;

2. That the bid or proposal recommended for acceptance does not meet the criteria of the solicitation for an award;

3. That the evaluation process conducted by JT is improper, illegal, or the decision to recommend an award is arbitrary and capricious.

The protest must be received by JT at the address specified in the solicitation, no later than five (5) calendar days after the date such notification is publicly posted or sent to the bidder or proposer, whichever is earlier. A written decision stating the grounds for allowing or denying the protest will be transmitted to the protestor and the proposer recommended for the award in a manner that provides verification of receipt. Such decision shall be final, except as provided in appeals below or by applicable law or regulation. Upon receipt of a protest of this type, the protest reviewer shall notify all offerors and any other known interested parties of the receipt and nature of the protest and request an extension of the validity period of their offers, if appropriate. Unless the protest reviewer determines that delay will be prejudicial to the interest of JT or that the protest lacks substantial merit, the award will be withheld pending disposition of the protest. Should one or more offerors refuse a requested extension of the validity of an offer, the protest reviewer may reject such proposal unless it is determined that the protest can reasonably be resolved, and the award process continued without the need for such extension.

Delay in an award shall be considered prejudicial to JT if:

1. The equipment, supplies, or services are urgently required; or

2. Failure to make a prompt award will economically or operationally damage JT.

Should the protest be upheld in whole or in substantial part, the Source Selection Chair may either (1) revise the evaluation process to correct the matter protested; or (2) cancel the solicitation in its entirety.

In the event that JT proceeds with an award for one of the reasons stated above, and the protest is subsequently upheld, the Source Selection Chair shall determine whether the performance of the contract will reasonably permit its termination in order to correct the protested matter. Such termination shall be for the convenience of JT.

Protest Review

General The City will notify the protestor within three (3) days of timely receipt of a protest that the protest is being considered.

In the notification, the City will inform the protestor of any additional information required for evaluation of the protest and set a time deadline for submittal of such information. If the City requests additional information and it is not submitted by the stated deadline, the City may either review the protest on the information before it or decline to take further action on the protest.

In its sole discretion, the City may give notice of any protest to other bidders or proposers in the procurement involved and may permit any such party to submit information to the City regarding the merits of the protest. The City shall set a time deadline for the submittal of such comments, which will be no less than five (5) days after notification of the protest.

The City may, in its sole discretion, hold an informal conference to review the merits of the issues raised by the protest. All interested parties will be invited to participate in the conference. Any information provided at the conference will only be considered by the City in deciding the protest if it is submitted to the City in writing within three (3) days after the conference.

Effects of Protest on Procurement Action Protests regarding solicitation documents or process:

Upon receipt of a timely protest regarding the solicitation process or the solicitation documents, the City may postpone the opening of the proposals until the resolution of the protest. The filing of the protest will not, however, change the date on which proposals are due, unless the City determines, and so notifies all proposers, that such a date change is necessary and appropriate to carry out the goals of the procurement.

Protests regarding proposal evaluation or contract award:

Upon receipt of a timely protest regarding the evaluation of proposals or the award of the Contract, the City may suspend contract approval or other pending action, or issue a stop work order if appropriate, until the resolution of the protest. In this event, the successful proposer may not recover costs resulting from any delay through a change order.

Ability to proceed Notwithstanding the pendency of a protest, the City reserves the right to proceed with the appropriate step or action in the procurement process or in the implementation of the Contract in the following cases:

1. Where the service to be procured is urgently required.

2. Where the City determines, in writing, the protest is vexatious or frivolous.

3. Where delivery or performance will be unduly delayed or other undue harm to the City will occur, by failure to make the award promptly.

4. Where the City determines that proceeding with the procurement is otherwise in the best interest of the public.

Summary Dismissal The City also reserves the right to summarily dismiss all or any portion of a protest that raises legal or factual arguments or allegations that have been considered and adjudicated by the City in a previous protest in the same solicitation or procurement action.

Protest Decision After review of a protest submitted, including information provided by the protestor and other parties, the results of any conferences with the protestor, and the City’s own investigation and analysis, the Director of Neighborhood & Community Services shall issue a written decision on the protest.

The decision shall be the final and binding agency action. Except in exceptional circumstances, the decision of the Director of Neighborhood & Community Services will be rendered within 30 days after the date all relevant information is submitted pursuant to the deadlines set forth.

If the protest is upheld, the City will take appropriate action to correct the procurement process and protect the rights of the protestor, including re-solicitation of proposals, revised evaluation of proposals, the City’s determinations, or termination of the Contract.

If the protest is denied, the City will lift any suspension imposed and proceed with the appropriate stage of the procurement process or the Contract.

Appeals The FTA’s role is limited to considering matters that are primarily a Federal concern. Accordingly, Circular 4220.1F, Chapter VII, Sec. 1.b that provided for direct appeals to the FTA is no longer applicable.

The FTA is not obligated to review any protest. Protests addressing JT’ DBE program may be submitted to the U.S. Department of Transportation, Office of Small and Disadvantaged Business Utilization, in accordance with 49 CFR Part 26 and guidance issued there under.

The City may proceed with the procurement in spite of a pending protest at the FTA if any of the following conditions are met:

1. The service or item to be procured is urgently required.

2. The delivery or performance will be unduly delayed by failure to make the award promptly.

3. The failure to make a prompt award will otherwise cause undue harm to the City or the Federal

Government.

Federal Clauses

ACCESS TO RECORDS AND REPORTS

Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third party Contracts of any type, and supporting materials related to those records.

Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information, including such records and information the contractor or its subcontractors may regard as confidential or proprietary, related to performance of this contract in accordance with 2 CFR § 200.337.

Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

CHANGES TO FEDERAL REQUIREMENTS

Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and Applicable changes to those federal requirements will apply to each Third Party Agreement and parties thereto at any tier.

CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to FTA and the Regional Office of the Environmental Protection Agency. The following applies for contracts of amounts in excess of $150,000:

Clean Air Act The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

Federal Water Pollution Control Act The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.”

CIVIL RIGHTS LAWS AND REGULATIONS

The following Federal Civil Rights laws and regulations apply to all contracts.

The Contractor and any subcontractor agree to comply with all the requirements prohibiting discrimination on the basis of race, color, or national origin of the Title VI of the Civil Rights Action of 1964, as amended 52 U.S.C 2000d, and U.S. DOT regulation “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of the Title VI of the Civil rights Act, “49 C.F. R. Part 21 and any implementing requirement FTA may issue.

Federal Equal Employment Opportunity (EEO) Requirements.

These include, but are not limited to:

Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation), disability, or age, and prohibits discrimination in employment or business opportunity.

Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, Title VI of the Civil Rights Act of 1964,” 49 CFR Part 21, and 49 U.S.C. § 5332, prohibits discrimination in employment on the basis of race, color, religion, sex, or national origin.

Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25 prohibit discrimination on the basis of sex.

Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C.

§ 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial ssistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.

Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

Civil Rights and Equal Opportunity The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Agency agrees to comply with the requirements of 49 U.S.C.