Parking Payment Solution RFB UWMIL T21-038.pdf

State of Wisconsin

UWM/DOA-3261 (R08/2003)

s.16.75, Wis. Statutes

REQUEST FOR BID: T21-038 THIS IS NOT AN ORDER

For: Mobile ‘Pay for Parking’ Solutions

RFB Manager: Tom Scrivener

Email: uwmbids@uwm.edu

See section 3.2 for rules regarding communications during an RFB.

Release Date: June 7th, 2021

Deadline for Questions: June 15, 2021 @ 2 p.m. CDT

Due Date: June 25, 2021 @ 2 p.m. CDT

Amendment Number (if applicable):

Public opening (details below) No public opening

Public Opening via call in (audio only) at June 25, 2021 @ 2.15p.m. CDT

+1 414-253-8850,,750460153#

Phone Conference ID: 750 460 153#

Available submission methods:

Via Email to uwmbids@uwm.edu (See Section 3.2 for instructions)

Each piece of information requested below must be included in the bid response.

Mandatory - Bidder Required Form DOA-3832 – Exhibit A Mandatory – Functional Requirements Checklist – Exhibit B Mandatory - Cost Proposal - Exhibit C Mandatory – PCI Addendum - Exhibit D Optional - Any exceptions to Contract Terms and Conditions. See section 5.0.

Optional - Confidentiality Form DOA-3027, if desired (http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc)

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

mailto:uwmbids@uwm.edu tel:+14142538850,,750460153#%20 http://vendornet.state.wi.us/vendornet/doaforms/doa-3027.doc

T21-038

1.0 General Information

1.1 Introduction

The University of Wisconsin – Milwaukee (“UWM”) is seeking to contract with multiple providers of mobile ‘payment for parking’ revenue collection systems. This document is to provide interested Bidders with information to enable them to prepare and submit a Bid. The State, as represented by the Board of Regents on behalf of UWM, intends to use the results of this solicitation to award contract(s) to multiple responsive suppliers.

It is anticipated that the resulting contract(s) will be available to all UW System schools and State of Wisconsin agencies with the same Terms & Conditions and Pricing structure.

1.2 Organization of the RFB

This RFB is divided into four main sections. The sections also refer to Exhibits and Appendices when such organization assists in making this document more fluid. The main sections are:

Section 1 – General Information Section 2 – Bid Scope Section 3 – Preparing and Submitting a Response Section 4 – UWM Contract Terms and Conditions (See Also Appendix A)

Exhibit A – Bidder Required Form Exhibit B – Requirements Checklist (Mandatory Specifications) Exhibit C – Cost Proposal Exhibit D – PCI Addendum Appendix A – UWM Contract Terms and Conditions Appendix B - UWM’s Terms and Conditions for the RFB Process

1.3 Definitions.

The following definitions are used through the RFB:

UWM – means the University of Wisconsin – Milwaukee on behalf of the Board of Regents for the State of Wisconsin.

Bidder – means firm(s) submitting a Proposal in response to this RFB.

Proposal – means the response to this RFB submitted by Bidder.

Contractor – means the Bidder awarded the contract subject of this RFB.

State – means the State of Wisconsin.

RFB – means Request for Bid.

MBE – means Minority Business Enterprises.

2.0 Bid Scope

The goal of UWM is to expand access to mobile parking payments to promote ease of parking for our campus community.

• Multiple vendors with existing Pay-By-Plate integrations with our current vendors

• Minimize transaction costs

• History of excellent customer service

• Flexible options to pay including validations/discount codes

Currently, customers have the option to pay for parking hourly at either a walk-up T2 Digital or Parkeon Strada pay stations located at surface lots, or via a mobile device tied to a ‘Zone Number’.

UWM is seeking multiple qualified companies to provide Mobile Parking Payment services for the approximately eighteen ungated parking lots (3,000+ spaces) at UWM. Some lots have multiple rates (Disability Parking and Regular rates). T2 Systems is the provider of permitting and enforcement software and Route1/Genetec is the LPR Contractor(s). The incumbent provider of mobile parking payment solutions at UWM is Parkmobile Group. In a twelve-month period (3/2019- 2/2020), UWM had 132,623 paying transactions for a total of $432.573.

Note: UWM has six gated garages with Amano Pro+ 6.0 PARCS, this is not a mandatory part of this project, and would be an optional/additional service if Contractor(s) have a current integration or service for gated facilities.

The Contractor(s) will be the merchant of record and process all transactions on UWM’s behalf. The Contractor(s) will be required to provide PCI DSS compliance documentation annually and upon request, provide card processing workflow diagrams upon request, provide testing results upon request, and any PCI DSS specific documentation upon request (AOCs, SAQs, ROCs, etc). The Contractor(s) need to maintain and active and verifiable PCI program and provide evidence upon request from UWM.

2.1. Solution Operation from the Customer Perspective

Parking customers would have the ability to create and fund an account on the Contractor(s) platform which the customer would use to pay for parking on an incremental basis. Upon arrival at a UWM parking facility, the user would have multiple methods available to use their account (or checkout as a Guest) to pay for parking, including Mobile App, Text, Website, and Voice by Phone. The customer would use one of these options to indicate the “Zone Number” (rates would vary in different zone numbers), their license plate number, and the amount of time they wish to park. The customer’s account would be debited to pay the parking fee due. The customer would have the option to be notified at a predetermined time of expiration, and be given the option to extend their purchased parking time.

2.2. Solution Operation from the Operator’s Perspective

When the parking customer processes a transaction as described above, the pay-by-phone system would relay the customer license plate information to our existing T2 Systems enforcement & Genetec software in real time, showing the vehicle as being paid for the appropriate amount of time. The mobile payment systems and existing T2 Digital and Parkeon pay stations would exist side-by-side as options for customers to pay for parking.

UWM’s preference is that the pay-by-phone Contractor(s) collect the revenue and remit it to UWM. Any Transaction costs would be the responsibility of the customer. The pay-by-phone system should allow for administrative accounts that Parking & Transit staff would use to administer system operations, and to access financial reports and reports on system usage.

The funds would be remitted along with an itemized breakdown of Contractor(s) fees withheld. If possible, the Contractor(s) should be able to differentiate between Faculty/Staff accounts and Student/Other accounts. UWM databases are available to meet this need.

2.3 Solution Mandatory Specifications

The System must operate in accordance with the Mandatory Specifications found in Exhibit B. Proposers must submit a completed Exhibit B as part of their bid response.

3.0 Preparing and Submitting a Response

3.1 Calendar of Events

Listed below are specific dates and times of actions related to this RFB. The actions with dates must be completed as indicated unless otherwise changed by the RFB Manager. In the event that the RFB Manager finds it necessary to change any of the specific dates and times, the RFB Manager will do so by issuing addendum to this RFB. It is the Bidder’s responsibility to check Contractor(s)Net regularly for any RFB amendments. There may or may not be formal notification issued for changes to target dates and times.

Event Date RFB issue date June 7th, 2021 Last day for submitting written questions

June 15, 2021 @ 2PM CDT

Written Q&A posted to VendorNet ASAP Proposals due June 25 , 2021 @ 2PM CDT Contract start date (Estimate) July 1, 2021

3.2 Communication/Questions

The only permissible communication regarding this RFB is in writing. No phone questions or inquiries will be acknowledged to ensure fairness to all Bidders in receiving information related to this RFB.

Any contact with UWM employees (except with or authorized by the RFB Manager) is strictly prohibited between the time that the RFB is released and contract award. Any Bidder who fails to adhere to this provision may be disqualified and their Proposal may be rejected.

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

If a Bidder fails to notify the Purchasing Office of an error in the RFB document which is known to the Bidder, or which must have reasonably been known to the Bidder, then any Proposal submitted shall be at the risk and if awarded a contract, the Bidder shall not be entitled to additional compensation or time by reason of the error or its later correction.

Questions concerning this RFB shall be submitted in writing to the RFB Manager listed below:

Tom Scrivener Email: uwmbids@uwm.edu

The subject line of the email must be labeled “T21-036 RFB Question.”

UWM shall provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. Any

Bidder in need of reasonable accommodations should contact the RFB Manager at uwmbids@uwm.edu.

3.3 Addendum

In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFB, revisions/amendments and/or supplements will be provided in the same manner the RFB was released.

3.4 Submission of the Bid

Delivery shall be via Email.

Bidder must submit a Bid via email to Purchasing Office, Bidder shall submit to uwmbids@uwm.edu.

Such email (and all Bid documents) must be received prior to the Bid due date set forth on the cover sheet of this bid.

The subject line of bidder’s submission must contain the following: “Bid response” followed by “Bid number, date due, and bidder’s company name.” Any attachments to electronic submissions must be in Microsoft Word, Microsoft Excel, Microsoft Power point, Adobe PDF, or ZIP file formats and under 10MB in size. UWM will not accept responsibility for any network or power outages that may occur during the transmission of bids. Electronic or digital signatures are acceptable, but subject to verification.

3.5 Method of Bid: Bidder must complete Exhibits A and B by the deadlines as indicated on the front cover of this bid.

3.6 Method of Award: Award will be made to the lowest responsive, responsible bidder(s) based on the estimated Total Cost (Cost Per Transaction based on Historical Transaction Count, plus Purchase, Install, and Fixed Costs for Year 1 and any Additional Years for the duration of the contract)

UWM may make awards to certified Minority Business Enterprise, or Disabled Veteran-Owned Business firms submitting the lowest qualified bid when that qualified bid is not more than 5% higher than the apparent low bid. Authority for this program is found in ss. 16.75(3m) (b) 2, 3, 16.75(3m) (c) (4) and 560.0335(1) (b) (3), 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes.

3.7 Bid Submission: Bidder must submit bids prior to the bid due date to uwmbids@uwm.edu for consideration of award. The subject line should indicate the bid number. UWM will not accept responsibility for any network or power outages that may occur during the transmission of bids.

Electronic or digital signatures are acceptable.

3.8 Samples Prior to Award: Samples (of dashboards, reports, or similar) may be requested in writing from the lowest responsive bidders to be provided within a mutually agreeable time for award consideration or the bid may be disqualified. UWM will examine the condition of the samples and reserve the right to accept or reject the sample(s) based upon the condition and specifications herein. Receipt of an unacceptable sample(s) can be cause for the rejection of the bid. Samples will remain the property of UWM.

3.9 Bid Responsiveness: Bids will be evaluated to verify that they meet all specified requirements in this RFB. All specifications are mandatory minimum requirements unless otherwise stated.

Failure to meet a mandatory requirement may result in the bid being deemed non-responsive.

Bidders are encouraged to submit responses even if all mandatory requirements are not met because Purchasing reserves the right to delete specifications, conditions of bid or items not bid if two bidders or more, or 50% or more of the bidders are unable to comply with a requirement.

UWM reserves the right to (1) reject all Bid responses and make no award; (2) waive irregularities or technicalities in Bid responses; (3) request clarifying information from bidders; (4) make a partial award; and (5) accept or reject all or part of any Bid response submitted (6) make multiple awards.

3.10 Bidding Equal to or Better: The quality indicated by the specifications as listed in Exhibit B are the minimum acceptable quality for the product desired. Equivalent alternates will be considered that are “equal to or better” than the specifications as listed in this bid. UWM will be the sole judge of the equivalency and acceptability of alternate products.

3.11 References: References may be contacted to confirm the Bidder’s abilities and qualifications as stated in the Bidder’s response. UWM may perform due diligence by contacting any other applicable business reference, including references from within the UW System. UWM reserves the right to disqualify any Bidder whose references that do not support their stated claim of qualifications in their response.

3.12 Proprietary Information: Any information contained in the Bidder’s response that is proprietary must be detailed separately on form DOA-3027 and submitted as set forth on the Bid Cover Sheet. Marking of the entire response as proprietary will neither be accepted nor honored. UWM cannot guarantee that all such material noted remains confidential, particularly if it becomes a significant consideration in contract award. Information will only be kept confidential to the extent allowed by State of Wisconsin Public Disclosure Law. A copy of the form needed to designate portions of your submission as proprietary can be found at:

Note: Bid Prices are public record never confidential

4.0 UWM Contract Terms and Conditions

The Successful Bidder agrees to enter into a contract prepared by UWM, the material terms of which are those set forth in Appendix A and Exhibit D (the PCI Addendum). Any exception to UWM’s Contract Terms and Conditions, or any contract terms or conditions proposed by the Bidder must be provided with the Bid response. Specific objections or additions must be listed. It is insufficient for the Bidder to cite to a document or incorporate a document by reference.

Any contract term or condition not set forth in the Bidder’s Response will not be negotiated or accepted. Even if an exception is set forth in Bidder’s Response, acceptance of the exception will be at the sole discretion of UWM.

Exhibit B - Function/Requirement Checklist Include this checklist with your Bid response.

Mandatory Technical Functions Please check Yes or No to indicate if your proposal meets the desired function. In the space below each question please add any supporting comments if applicable, or provide a page number or links to supporting materials

UWM Parking Customers can pay for a specific period of on-demand parking in 30-minute increments for the first two hours and then in 1 hour increments until maximum time allowable Yes No

Click here to enter text.

Multiple payment options, including options which are compliant with ADA guidelines, are available to the customer, including payment via web, SMS text, voice, smartphone applications for iOS and Android devices, QR Code, and similar technologies

Yes No

Click here to enter text.

The system allows for real-time electronic enforcement Yes No

Click here to enter text.

The system gives the customer the option to be informed at a predetermined time of the expiration of their paid parking session Yes No

Click here to enter text.

The system allows for purchase of additional time not to exceed the maximum time allowed for a specific lot Yes No

Click here to enter text.

The system does not allow purchase when desired time includes restricted parking periods on that lot Yes No

Click here to enter text.

The system allows UWM Parking Customers to purchase the maximum rate/time Yes No

Click here to enter text.

The system can be integrated with our current systems:

• LPR enforcement through Genetec and T2.

• Payment provider must currently have integrations with Genetec’s Security Desk (using Pay by Plate

Sync plugin) and T2 System’s Mobile Enforcement App for license plate recognition-enabled enforcement.

• The vendor’s system should also have capabilities to support external reporting, such as by offering the ability to schedule emailed reports or direct data feeds by APIs.

Yes No

Click here to enter text.

The system utilizes pay-by-plate technology Yes No

Click here to enter text.

The system allows for validation codes or similar type of program for reduced or no charge parking. Yes No

Click here to enter text.

If the rates state the parking fee is zero (grace periods), then there should be no transaction, or any other fee charged to the customer or UWM. Sessions must be grouped together to prevent multiple no charge sessions. Yes No

Click here to enter text.

All transaction/convenience charges are charged to the customer and must be explained clearly prior to the processing of the payment. Yes No

Click here to enter text.

A real-time report that details all the vehicles that have paid or have been validated at that point in time through the vendor’s software. The report must list the license plate number and lot/zone location name/number Yes No

Click here to enter text.

All costs associated with reporting are the responsibility of the vendor.

Reporting at minimum shall include:

• Detailed reports for each zone by time and day

• Start and end times, duration of parking, license plate, parking fees , transaction fees, extension of payments (if used), customer name and phone/email (if available).

• Payment types and methods of payment by total number, amount and date.

• Average amount and duration times for each zone.

• Detailed report ($ amount by each zone = payment to UWM) each month (electronically) submitted with the payment.

Yes No

Click here to enter text.

UWM should not be charged any type of scheduled fees, including transaction, wire transfer, maintenance, account set up, monthly or credit card processing fees. The vendor is not allowed to deduct a percentage of the revenue as a fee. All fees charged must be agreed to prior to the start of the contract

Yes No

Click here to enter text.

The system does not allow any parking time to be purchased when the lots are closed (configurable by UWM Administrator) Yes No

Click here to enter text.

The system does not allow any parking time to be purchased when the lots are closed (configurable by UWM Administrator) Yes No

Click here to enter text.

The system allows for multiple rate structures (Posted and Handicap) on each parking lot. If the system does not allow UWM to make rate changes, then the vendor will be responsible for rate changes at no additional cost. Yes No

Click here to enter text.

The solution includes all necessary signage and, in conjunction with UWM staff, the Contractor(s) will design and implement a marketing and communication plan.

• Each lot must have signage by each entrance with payment instructions, zone # and contact information.

• All signage must be integrated with existing campus signage regarding color, scheme, and branding and proofs must be approved by UWM. All signage costs are the responsibility of the vendor, Yes No

Click here to enter text.

The system provides authorized UWM personnel with secure administrative password access to the back-office system for financial accountability, reporting, ad hoc querying, revenue reconciliation, and summons adjudication. Yes No

Click here to enter text.

Operator accessed data does not include customers’ personal payment information (i.e. full credit card number). Yes No

Click here to enter text.

The system shall supply reports for account sign up and use, customer service issues, revenue, and any additional reports necessary to evaluate program progress. Yes No

Click here to enter text.

Mandatory Financial Requirements The selected Contractor(s) must be able to meet the following requirements. Check Yes or No below to indicate your ability to meet the requirements.

No credit card information will be required to be processed, stored or transmitted by University of Wisconsin- Milwaukee (UWM) personnel or on UWM premises or networks. In addition, no element of the payment page (including the redirection website) delivered to the customer’s browser originates from UWM.

Yes No

The solution will be hosted by the Contractor(s) or a designated third party. Yes No

Solution must include the ability to process refunds to the originating credit card. Yes No

Solution must utilize a payment gateway/switch listed on Visa’s Global Registry of Service Providers – PCI DSS Validated Entities with a non-expired validation date and annually thereafter, for the length of the contract. Yes No

Contractor(s) or designated third party shall be on Visa’s Global Registry of Service Providers – PCI DSS Validated Entities with a non-expired validation date upon a mutually agreed upon date after the contract effective date and annually thereafter, for the length of the contract.

Yes No

If credit card transactions are processed to the Contractor(s)’s merchant number (preferred), the Contractor(s) must undertake commercially reasonable efforts to at all times comply with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements for cardholder data that are prescribed in the PCI Data Security Standard or otherwise issued by the PCI Security Standards Council, as they may be amended from time-to-time. Current PCI DSS Requirements documentation is available on the PCI Security Standards Council (PCI SSC) website at https://www.pcisecuritystandards.org.

Yes No N/A

If Credit Cards are processed to UWM’s merchant number, in order to ensure the security of the cardholder environment (i.e., payment application and physical server environment, payment hardware, communications mechanisms, etc.) in connection with this RFB and subsequent Agreement, the Contractor(s) or the designated third party must adhere to all applicable Payment Card Industry Data Security Standards (“PCI DSS”) and requirements with respect to the cardholder data environment and any systems that impact the security of the cardholder data environment, including, without limitation, the following provisions:

• Contractor(s) or their designated third party must be at minimum PCI DSS v 3.0 compliant and remain compliant with any succeeding versions of the PCI DSS published on the PCI SSC website and any compliance guidance issued by the PCI SSC or its subordinate bodies;

• Contractor(s) or designated third party must have a Qualified Security Assessor (QSA), identified on the PCI SSC website, perform an annual PCI DSS Compliance Self-Assessment required under the PCI DSS to validate its compliance with the PCI DSS during the contract term;

• Upon a mutually agreed upon date after the effective date and annually thereafter, Contractor(s) or designated third party must deliver to UWM copies of their Attestation of Compliance (AOC) signed by a Qualified Security Assessor (QSA);

Yes No N/A https://www.pcisecuritystandards.org/

Appendix A

Appendix A, Page 1

UWM’s Contract Terms and Conditions

a. Term. The term of this Contract shall commence on , and expire on , unless earlier terminated as set forth herein. UWM may extend the Contract by up to additional -year terms.

b. Placement of Orders. Any orders placed by a UWM employee acting within the scope of their authority shall be subject to the pricing and terms and conditions herein, notwithstanding method of payment or referencing of contract numbers.

c. Invoicing/Payment. UWM will make payment within 30 days of a properly submitted invoice. A properly submitted invoice must reference the Purchase Order number and be submitted to UWM Accounts Payable at the address listed on the PO. A good faith dispute creates an exception to prompt payment.

UWM reserves the right to determine in its sole discretion whether services have been adequately and fully delivered; to withhold payment until services are fully and adequately delivered; or to disallow a pro rata share of payments for services not fully and adequately delivered.

d. Pricing Firm / Escalation Clause. Prices quoted must be firm for one year after which an escalator may be invoked if Contractor’s prices have increased. Any request for a price increase must be made in writing to the RFB Manager listed on the contract at least sixty days in advance of the effective date of the increase and verified by a letter from the Contractor and/or published price sheets. Price increase shall be based on product cost only and not to exceed seventy-five percent (75%) of the increase in the prevailing Consumer Price Index for Urban Wage Earners (CPI-U) for Milwaukee, Wisconsin, in effect for the quarter ending January of the current year or five percent (5%) of the Contractor‘s current price. The increase must be approved by the Purchasing Department prior to its effective date in the form of a contract amendment or change order. If Purchasing deems cost increases are not acceptable, it reserves the right to rebid the contract in whole or part.

Likewise, any de-escalation in price shall be passed on to UWM. Contractors are obligated to treat price decreases as equally as price increases during the tenure of the contract.

Contractor should promptly notify Purchasing of new or discontinued items

e. Integration. The following documents shall constitute the entire agreement between UWM and Contractor with respect to the subject matter set forth herein: (1) this Contract, including documents incorporated by reference; and (2) any UWM-issued purchase order; (3) the Request for Bid document; (4) Supplier’s response to the Request for Bid document. This Contract supersedes all prior Proposals, understandings and all other documents, oral and/or written, between the parties. In the event of any conflicts or disputes among the documents constituting the Contract, the order of priority to resolve those conflicts shall be the order the documents are listed above. No amendment or modification of any provision of this Contract shall be effective unless the same shall be in writing and signed by both Parties. UWM shall not be bound by any terms and conditions included in Supplier’s packaging, service catalog, brochure, technical data sheet or other document which attempts to impose any conditions at variance with or in addition to the terms and conditions contained herein.

f. Contract Administration. The Contract Manager is the RFB Manager. Any correspondence must include reference the RFB number and be sent to the Contract Manager. The Contract Manager is authorized to give the approvals required under this contract on behalf of the University. The day-to-day operations are to be handled by the Contract Administrator, Prasanna Nanda, Interim Director of Parking and Transit.

g. Assignment of Personnel. UWM reserves the right to interview and approve any personnel assigned under this Contract. Should UWM in its sole discretion become unsatisfied with assigned personnel, UWM may request a replacement and Supplier shall replace assigned personnel. UWM retains the right to interview and approve any subsequent personnel to provide services under this Contract.

h. Duty to Notify. Contractor(s) must notify UWM immediately (within 24 hours) of any confirmed or suspected breach, or exception to compliance, or if it learns that it or their designated third party is no longer PCI DSS compliant. In such event, Contractor(s) shall promptly notify UWM of the timeframe to remediate any breach, exception to compliance, or non-compliance.

i. Cardholder Data Security. In the event of a confirmed security breach and upon UWM’s request, Contractor(s) must provide a representative or a PCI approved third party approved by UWM with full cooperation and access to conduct a thorough security review, which review shall include, at a minimum, Appendix A, Page 2 validation of Contractor(s)’s or their designated third party’s compliance with PCI DSS. Contractor(s) shall pay for the cost of this security review.

j. Contractor(s) acknowledges and agrees it is responsible for the security of all Cardholder Data to the extent that they could impact the security of the cardholder data environment.

k. Contractor(s) acknowledges that it has no ownership interest in the Cardholder Data and that all Cardholder Data is the property of the applicable payment card brand, acquirer or merchants (“Card Company Affiliates”).

l. Contractor(s) represents and warrants that it has a system in place to ensure the continuity of its business and the security of the cardholder data environment in the event of a major disruption, disaster or failure.

m. Contractor(s) agrees that, notwithstanding anything to the contrary in the Agreement, UWM may terminate the Agreement immediately upon notice to Contractor(s) in the event Contractor(s) becomes non-compliant or fails to maintain the requisite confidentiality of the cardholder data environment. In addition, Contractor(s) will reimburse UWM for any costs, final, penalties associated with a breach due to a failure by Contractor(s) to fulfill their responsibilities.

n. Insurance. Contractor shall at all times maintain the following insurance requirements.

Coverage Type Minimum Limit Worker's Compensation Statutory Limits

• Each Accident $100,000

• Disease - Policy Limit $500,000

• Disease - Each Employee $100,000

Commercial General Liability

• General Aggregate & Products Liability $2 million

• Each occurrence $1 million

Automobile Liability

• Combined single limit $1 million Additional Insured Provision:

• The Contractor shall add the "Board of Regents of the University of Wisconsin System, its officers, employees and agents" as an additional insured under the commercial general liability policy.

Other:

• Contractor shall provide proof of such coverage (in the form of policy endorsements or by certificates of insurance that indicate that the holder of the certificate can rely on the representations contained therein and that the certificate confers/extends coverage to the named certificate holder), and proof of current premium payment thereof no less than 10 days prior to the signing of the Contract.

• The policy must be issued with a 60 day cancellation notice, by an insurance company licensed to do business in the State of Wisconsin, with a minimum AM Best rating of "A-" and signed by an authorized agent.

o. Hold Harmless. Contractor shall protect, defend, indemnify and hold UWM, its officers, employees, agents, contractors and invitees harmless against any suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the Contractor, its officers, directors, agents or employees or contractors, in prosecuting work under this agreement.

p. Notices. Notices shall be in writing and shall be deemed to have been delivered upon (i) personal delivery,

(ii) as of the second business day after mail by US Mail, or (iii) upon next business day if delivered by Federal Express or similar overnight delivery system, or on the same business day if by facsimile or email addressed as follows:

If to UWM: If to Contractor:

UWM Purchasing Attn:

2033 E. Hartford Avenue Room 220 Milwaukee, WI 53211

Appendix A, Page 3

Or to such other address or to such other person as a party may designate for such purpose.

q. Additional Items/Services: UWM reserves the right to buy similar items/services that may be added to this Contract provided it was mutually agreeable to both Purchasing Services and the Contractor. Scope of work and pricing (including discounts) must be consistent with the current contract items/services.

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

s. Subcontracting. Neither party shall assign or subcontract any of its rights, duties, or obligations under the Contract without the express written consent of the non-assigning party.

t. Prime contractor. The prime contractor shall be responsible for contract performance when subcontractors are used. However, when subcontractors are used, they must abide by all terms and conditions of the contract. If subcontractors are to be used, the Contractor must clearly explain their participation.

u. Termination. Termination may occur:

i. By UWM, for its convenience by providing thirty (30) days written notice. In the event of a termination UWM’s liability will be limited to the pro rata cost of the services performed and accepted as of the date of termination plus expenses incurred with the prior written approval of the agency. The Successful Contractor shall refund to UWM within 5 business days all payments made hereunder by UWM for work not completed or not accepted by UWM.

ii. By UWM or Contractor, if the opposite party fails to perform under the terms of this Contract. In such event, the aggrieved party may notify the other party in writing of such failure and demand that the same be remedied within 10 calendar days. Should the defaulting party fail to remedy the same within said period, the aggrieved party shall then have the right to terminate this Contract immediately. In the event of a termination UWM’s liability will be limited to the pro rata cost of the services performed and accepted as of the date of termination plus expenses incurred with the prior written approval of the agency. The Contractor shall refund to UWM within 5 business days all payments made hereunder by UWM for work not completed or not accepted by UWM.

iii. If at any time the Contractor performance threatens the health and/or safety of UWM, its staff, students or others who may be on campus, or fails to have current certificates of insurance, permits or licenses, UWM has the right to cancel and terminate the Contract without notice and without further liability. UWM’s liability will be limited to the pro rata cost of the services performed and accepted as of the date of termination. The Contractor shall refund to UWM within 5 business days all payments made hereunder by UWM for work not completed or not accepted by UWM.

v. Waiver. The failure of either party to enforce at any time any of the provisions hereof or exercise any right or option hereunder shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions or exercise such right or option. Any consent by any party to, or waiver of, a breach by the other, shall not constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

w. Choice of Law. The laws of the State of Wisconsin shall govern, including its conflict of laws principles. Any claims arising shall be brought in the Milwaukee County Circuit Court or federal court sitting in the eastern district the State of Wisconsin and each party submits to the personal jurisdiction of such courts. In the event of a breach of the Contract, the non-breaching party shall be entitled to assert all of its rights and remedies in law or equity, including, but not limited to, injunctive relief.

x. Severability. If any term, condition, or provision in the resulting Contract is found to be invalid, unlawful or unenforceable to any extent, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, the parties shall use their best efforts to agree to such amendments that shall preserve, as far as possible, the intentions expressed in the Contract.

y. Tax exempt status. UWM is exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

Appendix A, Page 4

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

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

aa. Acceptance and Testing (Post Award)

Acceptance testing will occur within 5 working days after the item/service has been implemented.

Acceptance testing will be performed by UWM and will consist of verification of the specifications and performance requirements.

If the item/service does not meet specification or performance requirements, the Contractor will have 30 days to meet requirements. If after this time period the item/service still does not meet specifications or performance requirements, the Contractor agrees to remove the item and return any payments that may have been made.

Prasanna Nanda, Interim Director of Parking & Transit, or his designee, is the only authorized person who can sign an acceptance form. The warranty period will begin following the successful acceptance testing.

bb. Compliance with Law. The Contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. UWM reserves the right to cancel this contract if the Contractor fails to follow the requirements of s.77.66, Wis. Stat, and related statutes regarding certification for collection of sales and use tax. UWM also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

cc. Antitrust Assignment. The Contractor and UWM recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by UWM. Therefore, the Contractor hereby assigns to UWM any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

dd. Assignment: No right or duty in whole or in part of the Contractor under this contract may be assigned or delegated without the prior written consent of UWM.

ee. Nondiscrimination/Affirmative Action: In connection with the performance of work under this contract, Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis.

Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor further agrees to take affirmative action to ensure equal employment opportunities.

Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the Contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is awarded, the Contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

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

Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

Appendix A, Page 5

ff. Warranty: Any equipment purchased shall be warranted against defects by the Contractor for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

gg. Cancellation: UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds or for failure of the Propose to comply with terms, conditions, and specifications of this contract.

hh. Contractor(s) Tax Delinquency: Contractors who have a delinquent Wisconsin tax liability may have their payments offset by UWM or the State of Wisconsin.

ii. Disclosure: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by UWM unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract.

Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

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

jj. Promotional Advertising/News Releases: Reference to or use UWM, the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

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

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

mm. Employment: The Contractor will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the contracting agency.

nn. Conflict of Interest: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and

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

oo. Recordkeeping and Record Retention: The Contractor shall establish and maintain adequate records of all expenditures incurred under the Contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

UWM shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/Proposal held by the contractor. The Contractor shall retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made

pp. Travel Per Diems. All of the Contractor’s travel and per diem expenses shall be the Contractor’s sole responsibility. Payment to the Contractor’s by UWM shall not include an additional amount for this purpose.

Appendix B

Appendix B, Page 1

UWM’s Terms and Conditions for the RFB (Process for the RFB Process)

a. Incurring Costs

UWM is not liable for any cost incurred by Bidders in replying to this RFB. Elaborate Proposals (e.g., expensive artwork), beyond that sufficient to present a complete and effective Proposal, are not necessary or desired.

b. Multiple Proposals Multiple Proposals from a Contractor(s) will be permissible; however, each Proposal must conform fully to the requirements for Proposal submission. Each such Proposal must be submitted separately and labeled as Proposal #1, Proposal #2, etc. on each page included in the response.

c. Amending a Proposal A Bidder desiring to amend its Proposal before the RFB due date may do so by filing an amended Proposal at the address set forth in Section 3.4.1. All conditions and provisions of the original Proposal will be in effect.

d. Withdrawal of Proposal Proposals shall be irrevocable until RFB award unless the Proposal is withdrawn. Bidders may withdraw a Proposal, in writing, at any time up to the Proposal closing date and time. To accomplish this, the written request must be signed by an authorized representative of the Bidder and submitted to the RFB Manager. If a previously submitted Proposal is withdrawn before the Proposal due date and time, the Bidder may submit another Proposal at any time up to the Proposal closing date and time.

e. Reasonable Accommodations UWM will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you think you need accommodations at a Proposal opening/Contractor(s) conference, contact the RFB Manager set for herein at uwmbids@uwm.edu.

f. Right to Reject Proposals and Negotiate Contract Terms UWM reserves the right, in its sole discretion, to reject any and all Proposals for any reason. UWM may negotiate the terms of the Contract, including the Award amount, with the selected Bidder prior to entering into a Contract. If Contract negotiations cannot be concluded successfully with the highest scoring Bidder, the agency may negotiate a Contract with the next highest scoring Bidder.

g. Supplier Diversity MBE: The State of Wisconsin is committed to the promotion of minority business in the state's purchasing program and a goal of placing 5% of its total purchasing dollars with certified minority businesses. Authority for this program is found in ss. 15.107(2), 16.75(4), 16.75(5) and 560.036(2), Wisconsin Statutes. The University of Wisconsin-Madison is committed to the promotion of minority business in the state's purchasing program.

The State of Wisconsin policy provides that Wisconsin Certified minority-owned business enterprises should have the maximum opportunity to participate in the performance of its contracts. The supplier/contractor is strongly urged to use due diligence to further this policy by awarding subcontracts to minority-owned business enterprises or by using such enterprises to provide goods and services incidental to this agreement, with a goal of awarding at least 5% of the contract price to such enterprises.

The supplier/contractor shall furnish information at least once per year, in the format specified by the University, about its purchases (including dollar amounts) from Wisconsin certified MBEs, and additional efforts made to achieve this goal.

A listing of certified minority businesses, as well as the services and commodities they provide, is available from the Department of Administration, Office of the Minority Business Program, 608/267-7806.

To view all MBE firms go to https://wisdp.wi.gov/search.aspx select the MBE box and click search.

WBE: The State of Wisconsin is committed to the promotion of Woman-Owned…