CITY OF MADISON

REQUEST FOR PROPOSALS

RFP #: 13010-0-2024-BG

Title: Smart Fare Cards

City Agency: Metro Transit

Due Date: Wednesday, February 21st, 2024

2:00 PM CST

REQUEST FOR PROPOSALS RFP # 13010-0-2024-BG

Rev. 07/28/2016-RFP from youssef.doc Page i

Table of Contents

1 NOTICE TO PROPOSERS

1.1 Summary

1.2 Important Dates

1.3 Format

1.4 Labeling

1.5 Delivery of Proposals

1.6 Appendix A: Standard Terms & Conditions

1.7 Appendix B: Sample Contract for Purchase of Services

1.8 Affirmative Action Notice

1.9 Multiple Proposals

1.10 City of Madison Contact Information

1.11 Inquiries and Clarifications

1.12 Addenda

1.13 Bid Distribution Networks

1.14 Oral Presentations/Site Visits/Meetings

1.15 Acceptance/Rejection of Proposals

1.16 Withdrawal or Revision of Proposals

1.17 Non-Material and Material Variances

1.18 Public Records

1.19 Usage Reports

1.20 Partial Award

1.21 Tax Exempt

1.22 Cooperative Purchasing

1.23 Proposers Responsibility

2 DESCRIPTION OF SERVICES/COMMODITIES

2.1 Scope of Work

2.2 Response Requirements

2.3 Basis for Selection

3 REQUIRED INFORMATION AND CONTENT OF PROPOSALS

3.1 Forms

Form A: Signature Affidavit Form B: Receipt of Forms and Submittal Checklist Form C: Vendor Profile Form D: Cost Proposal Form E: References Attachment A: USDOT/FTA Terms and Conditions Appendix A: Standard Terms & Conditions (For submission of bids/in the absence of signed contract) Appendix B: Sample Contract for Purchase of Services

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1 NOTICE TO PROPOSERS

1.1 Summary

The City of Madison Metro Transit (“City”) is soliciting Proposals from qualified vendors for Smart Fare Cards. Vendors submitting Proposals (“Proposers”) are required to read this Request for Proposals (“RFP”) in its entirety and follow the instructions contained herein.

1.2 Important Dates

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

Issue Date: Wednesday, January 24th, 2024 Questions Due Date: Thursday, February 1st, 2024

Answers Posted Date: Thursday, February 8th, 2024 Due Date: Wednesday, February 21st, 2024, 2:00 PM CST

1.3 Format

Submit Technical and Cost Proposals (Form D) in separate, distinct parts within the proposal package.

Electronic Proposal: One (1) complete copy. Cost and Technical Proposals should be separate files.

The City will not consider illegible Proposals.

Elaborate proposals (i.e., expensive artwork) beyond that sufficient to present a complete and effective proposal, are not necessary or desired.

Complete and return Forms A through E to City of Madison Purchasing Services by Wednesday, February 21st, 2024, 2:00 PM CST.

1.4 Labeling

All proposals must be clearly labeled:

Proposer’s Name and Address

RFP #: 13010-0-2024-BG

Title: Smart Fare Cards Due: Wednesday, February 21st, 2024, 2:00 PM CST

All email correspondence must include RFP #13010-0-2024-BG in the subject line.

1.5 Delivery of Proposals

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

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

1.6 Appendix A: Standard Terms & Conditions

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

mailto:bids@cityofmadison.com

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1.7 Appendix B: Sample Contract for Purchase of Services

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

1.8 Affirmative Action Notice

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

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

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

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

1.9 Multiple Proposals

Multiple Proposals from Proposers are permitted; however, each must fully conform to the requirements for submission. Proposers must sequentially label (e.g., Proposal #1, Proposal #2) and separately package each Proposal. Proposers may submit alternate pricing schemes without having to submit multiple Proposals.

1.10 City of Madison Contact Information

The City of Madison Enter the City Agency is the procuring agency:

Youssef Adarssane City of Madison Metro Transit

PH: (608) 261-9961

yadarssane@cityofmadison.com http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms http://www.cityofmadison.com/civil-rights/contract-compliance/vendors-suppliers/forms https://elam.cityofmadison.com/citizenaccess/ http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program http://www.cityofmadison.com/civil-rights/programs/referrals-and-interviews-for-sustainable-employment-raise-program http://www.cityofmadison.com/civil-rights/documents/RaISE_Job_Posting_Instructions.pdf

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The City of Madison Purchasing Services administers the procurement function:

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

Madison, WI 53703-3346

PH: (608) 243-0529

FAX: (608) 266-5948

bids@cityofmadison.com

For questions regarding Affirmative Action Plans please contact:

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

Madison, WI 53703

PH: (608) 266-4910

dcr@cityofmadison.com

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

1.11 Inquiries and Clarifications

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

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

Proposals should be as responsive as possible to the provisions stated herein. Exceptions are not permitted. The City of Madison reserves the right to disqualify any and all bids that are non-responsive or that include exceptions.

1.12 Addenda

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

1.13 Bid Distribution Networks

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

State of Wisconsin VendorNet System:

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

http://vendornet.state.wi.us/vendornet mailto:bids@cityofmadison.com mailto:dcr@cityofmadison.com http://vendornet.state.wi.us/vendornet

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

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

Home Page: www.demandstar.com

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

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

1.14 Oral Presentations/Site Visits/Meetings

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

1.15 Acceptance/Rejection of Proposals

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

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

1.16 Withdrawal or Revision of Proposals

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

1.17 Non-Material and Material Variances

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

1.18 Public Records

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

http://www.cityofmadison.com/finance/purchasing/bidDemandStar.cfm http://www.demandstar.com/ https://www.demandstar.com/app/registration

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

S. 19.36(5)

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

s. 134.90(1)(c)

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

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

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

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

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

1.19 Usage Reports

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

1.20 Partial Award

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

1.21 Tax Exempt

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

1.22 Cooperative Purchasing

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

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

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1.23 Proposers Responsibility

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

2 DESCRIPTION OF SERVICES/COMMODITIES

2.1 Scope of Work

Card Requirements:

1. Quantity: 110,000 in four different print designs (detailed below)

2. Technology: MiFare Desfire

a. Any of the following versions: EV1, 2, or 3

b. Any of the following memory amounts: 2k, 4k, or 8k

c. Static UID

3. Size: 3.4” x 2.1” x 0.3” (approximate)

4. Material: PVC

5. Custom Printing: both sides, glossy finish, include printed unique identification number on each.

6. No encoding necessary, to provide an Excel/CSV file with Unique Identification (UID) numbers and printed identification number.

7. Printed unique 8-digit number on each card, cross referenced with the Unique Identification (UID) number in the Excel/CSV file.

8. Proof of ten cards of each type (forty total) required to be signed off prior to full production.

Printing Details:

1. Version 1 – quantity 25,000

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2. Version 2 – quantity 25,000

3. Version 3 – quantity 23,000

4. Version 4 – quantity 37,000

5. White bar on the back is just blank, no signature panel.

Delivery of cards will be to:

1245 East Washington Avenue Suite 201 Madison, WI 53703

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2.2 Response Requirements

1. Total price for this batch of 110,000, including all delivery/processing fees.

2. Optional pricing for future smaller orders, including pricing for different order quantities.

3. Optional pricing and specifications for other specialty NFC products, such as paper-printed NFC cards, wristbands, stickers, etc.

4. Optional pricing for blank (unprinted) combination MiFare/HID PROX cards. MiFare technology shall match the above requirements. HID PROX shall be compatible with 125 Khz readers with at least 36bit format.

5. Delivery timeline for the initial order (from issue of purchase order)

6. 3 References

7. Company qualifications

2.3 Basis for Selection

1. Order cost: 60 pts

2. Schedule: 30 pts

3. Qualifications 10 pt

3 REQUIRED INFORMATION AND CONTENT OF PROPOSALS

3.1 Forms

Form A: Signature Affidavit Form B: Receipt of Forms and Submittal Checklist Form C: Vendor Profile Form D: Cost Proposal Form E: References Attachment A: US DOT/FTA Terms and Conditions

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

Form A: Signature Affidavit

RFP #: 13010-0-2024-BG Smart Fare Cards This form must be returned with your response.

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

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

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

COMPANY NAME

SIGNATURE DATE

PRINT NAME OF PERSON SIGNING

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

Form B: Receipt of Forms and Submittal Checklist

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

Forms Initial to

Acknowledge

SUBMITTAL

Initial to Acknowledge

RECEIPT

Description of Services/Commodities N/A

Form A: Signature Affidavit

Form B: Receipt of Forms and Submittal Checklist

Form C: Vendor Profile

Form D: Cost Proposal

Form E: References

Attachment A: USDOT/FTA Terms and Conditions

Appendix A: Standard Terms & Conditions N/A

Appendix B: Contract for Purchase of Services N/A

Addendum #

Addendum #

Addendum #

Addendum #

VENDOR NAME

Form C: Vendor Profile

RFP #:

This form must be returned with your response.

COMPANY INFORMATION

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

FEIN (If FEIN is not applicable, SSN collected upon award)

CONTACT NAME (Able to answer questions about proposal.) TITLE

TELEPHONE NUMBER EMAIL

ADDRESS CITY STATE ZIP

AFFIRMATIVE ACTION CONTACT

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

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

CONTACT NAME TITLE

TELEPHONE NUMBER EMAIL

ADDRESS CITY STATE ZIP

ORDERS/BILLING CONTACT

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

CONTACT NAME TITLE

TELEPHONE NUMBER EMAIL

ADDRESS CITY STATE ZIP

CHECK ONLY ONE:

Yes, we are a local vendor and have registered on the City of Madison website under the following category:

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

LOCAL VENDOR STATUS

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

https://www.cityofmadison.com/finance/purchasing/local-businesses/register-business/ fndocs Cross-Out

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

Form D: Cost Proposal

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

• All Inclusive – Covers all direct and indirect necessary expenses including but not limited to; travel, telephone, copying and other out-of-pocket expenses.

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

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

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

Quantity Description Grand Total 1 Total price for this batch of 110,000 smart fare cards as described in the scope of work, including all delivery/processing fees

ORGANIZATION/COMPANY NAME

Form E: References

RFP #:

This form must be returned with your response.

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

REFERENCE #1 – CLIENT INFORMATION

ORGANIZATION/COMPANY NAME PROJECT MANAGER

TELEPHONE NUMBER EMAIL

PROJECT START DATE PROJECT END DATE

PROJECT DESCRIPTION

REFERENCE #2 – CLIENT INFORMATION

ORGANIZATION/COMPANY NAME PROJECT MANAGER

TELEPHONE NUMBER EMAIL

PROJECT START DATE PROJECT END DATE

PROJECT DESCRIPTION

REFERENCE #2 – CLIENT INFORMATION

ORGANIZATION/COMPANY NAME PROJECT MANAGER

TELEPHONE NUMBER EMAIL

PROJECT START DATE PROJECT END DATE

PROJECT DESCRIPTION

USDOT/FTA Terms and Conditions

Federal Financial Assistance and Federal Changes: Up to 80% of the total cost of the deliverables described in the Contract will be financed with Federal monies from the Federal Transit Act of 1964, as amended.

1. No Government Obligation to Third Parties: The Contractor agrees that it will comply the U.S. Department of Transportation regulations relating to contractual liability of the Federal Government to third parties as follows:

The City and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the City, Contractor, or any other party (whether or not party to the Contract) pertaining to any matter resulting from the underlying Contract.

2. Incorporation of FTA Terms. The provisions in this section include, in part, certain standard terms and conditions required by USDOT/FTA under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR § 200), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by USDOT/FTA, detailed in 2 CFR § 200 or as amended by 2 CFR § 1201, or the most recent version of FTA Circular 4220.1 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Madison requests, which would cause the City of Madison to be in violation of the USDOT/FTA terms and conditions.

The Contractor agrees that it will comply at all times with 2 CFR Part 200; U. S. Department of Transportation regulations relating to applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement Form FTA MA (30) dated November 2022, between the City and U.S. Department of Transportation/Federal Transit Administration (USDOT/FTA), as they may be amended or promulgated from time to time during the term of this contract. The Contractor’s failure to so comply shall constitute a material breach of this contract.

These grant agreements and FTA Circular 4220.1F, "Third Party Contracting," are available for examination at the Metro Transit Office, 1245 East Washington Avenue, Suite 201, Madison, WI 53703-3052, 608/266-6538 (voice), 608/267-8778 (fax) or skorth@cityofmadison.com.

3. Procurement Protest Procedure: In accordance with USDOT/FTA Circular 4220.1F, the City of Madison has a written procurement protest procedure, which is available upon request from the Office of the Transit Finance Manager.

Protests against the City's responses to requests for approved equals and/or exceptions, unclear or restrictive specifications, the procurement process, alleged improprieties, etc. must be submitted in writing, in accordance with said procedure. - Note this is not needed for a contract only.

4. Compliance with Local, State and Federal Laws: The services and/or equipment provided shall be in compliance with all requirements of the laws and regulations of the City of Madison, the State of Wisconsin and the United States of America.

5. Ethics:

a. Prohibited Interest: The Contractor guarantees that no employee, officer, or agent of the City during his or her tenure or one (1) year thereafter has any interest, direct or indirect, in this contract or the proceeds thereof. Such a conflict would also arise when any employee, officer or agent's family member or partner or organization that employs, or is about to employ any of the above, has a financial or other interest in the Contractor selected for award.

b. Interest of Members of or Delegates to Congress: The Contractor guarantees that he or she has not offered or given to any member of, or delegate to the Congress of the United States, any share or part of this contract or to any benefit arising therefrom.

c. Covenant Against Gratuities: The Contractor guarantees that he or she has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any employee, officer or agent of the City with a view toward securing favorable treatment in the awarding, amending, or evaluating performance of the proposal or proposed contract.

d. Collusive Agreements: The Contractor guarantees that the Contract submitted is not a product of collusion with any other Contractor and no effort has been made to fix any overhead, profit or cost element of any Contract price.

Attachment A

e. Program Fraud and False or Fraudulent Statements and Related Acts.:

1. Civil Fraud. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

2. Criminal Fraud. The Contractor also understands and acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a Contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

3. Subcontracts. Subrecipient agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the Subcontractor who will be subject to the provisions.

6. Civil Rights - The Contractor shall comply with and ensures the compliance of all subcontractors with the following requirements:

a. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability or discriminate against or exclude someone from participation in a business opportunity or any federally assisted program or activity on such grounds. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

b. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying Contract:

1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, or sex. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA and any other federal agency may issue.

2. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.

§ § 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue and with implementing regulations of the U.S. Equal Opportunity Commission (U.S. EEOC), 29 CFR, Part 1625.

3. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA or other federal agency may issue.

4. Solicitations for Subcontracts, Including Procurements of Materials and Equipment:

In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to non-discrimination on the grounds of race, color, creed, age, disability, sex or national origin.

5. Information and Reports: The Contractor shall provide all information and reports required by the Federal Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the USDOT/FTA to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the City or to the USDOT/FTA, as appropriate, and shall set forth what efforts it has made to obtain the information.

6. Incorporation of Provisions: The Contractor shall include the provisions of this entire section entitled “Civil Rights” in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any sub-contract or procurement as the City or the USDOT/FTA may direct as a means of enforcing non-compliance. Provided, however, that in the event a Contractor becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the City to enter into such litigation to protect the interest of the United States.

7. Penalties: Failure by the Contractor to carry out these requirements is a material breach of the Contract, which may result in the withholding of payments to the Contractor under the contract until the Contractor complies;

cancellation, termination or suspension of this Contract; ineligibility for future Contracts; or such other remedy as the City or USDOT/FTA deems appropriate in order to assure compliance with applicable civil rights standards as required by law.

7. Disadvantaged Business Enterprise:

The requirements of FAST Act P.L. 114-94< 23 U.S.C. § 101, note, 49 C.F.R. Part 26 and the City's USDOT/FTA approved Disadvantaged Business Enterprise (D.B.E.) Program are incorporated in this Contract by reference.

a. Policy. It is the policy of the U.S. Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 26 shall have the opportunity to participate in the performance of Contracts financed in whole or in part with Federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR § 18.36(e) Contracting with Small and Minority Firms, Women’s Business Enterprise and Labor Surplus Area Firms apply to this Agreement.

b. Obligation. The Contractor and its subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of any subcontracts entered into in its performance of this contract.

c. Penalty: Failure by the Contractor or its subcontractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the City deems appropriate.

8. Reservation of the Right to Inspect Work: At any time during normal business hours and as often as the City may deem necessary, the Contractor shall permit the authorized representatives of the City to review and inspect all materials and workmanship at anytime during the duration of this proposed contract, provided, however, the City is under no duty to make such inspections, and any inspection so made shall not relieve the Contractor from any obligation to furnish materials, workmanship or professional services strictly in accordance with the instructions, Contract requirements and specifications.

9. Audit and Inspection of Records:

a. The Contractor shall maintain intact and readily accessible all data, documents, reports, records, Contracts, and supporting materials relating to this proposed contract during the course of this contract and for three (3) years after City makes final payments and all other pending matters are closed. The Contractor shall permit the authorized representations of the City and/or WisDOT or its designee, as required by USDOT/FTA, and the Comptroller General of the United States to inspect all project work, materials, payrolls, and other data, and to audit the books, records, and accounts pertaining to this Contract.

b. The Contractor further agrees to include in all his or her subcontracts hereunder a provision to the effect that the subcontractor agrees to the requirements of the above paragraph. The term "subcontractor" as used in this clause excludes subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

c. The periods of access and examination described above, for records which relate to (1) appeals under the disputes clause of this Contract, (2) litigation or the settlement of claims arising out of the performance of this Contract, and (3) costs and expenses of this Contract as to which exception has been taken by the Comptroller General or any of his/her duly authorized representatives, shall continue until such appeals, litigation, claims, or exceptions have been disposed of.

10. Labor: The Contractor agrees to comply with and assures compliance with applicable employee protection requirements for non-construction employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq; and implementing USDOL regulations, Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act), 29 C.F.R. Part 5.

11. Government-wide Debarment & Suspension Non-procurement: The Contractor agrees to comply with and shall assure subcontractor’s compliance with the requirements of Executive Order 12549 and 12689 , "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Government-wide Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29, which prohibits FTA Contractors and Subcontractors from knowingly contracting for goods and services from organizations that have been suspended or debarred from receiving Federally-assisted contracts. The Contractor agrees to, and assures that its sub contractors will, review the “Excluded Parties Listing System” at http://www.sam.gov before entering into any third party contract or subagreement. The Contractor shall submit the certification prescribed in 2 CFR Part 1200.

The Contractor is required to pass this requirement on to subcontractors seeking subcontracts over $25,000 and, accordingly, shall require subcontractors at every tier to include the certification prescribed in 2 CFR Part 1200 in any proposal submitted in connection with such lower tier contract transactions.

Furthermore, the Contractor agrees, to provide and to require subcontractors at every tier to agree to provide, the Procuring Agency with immediate written notice if it learns that its submitted certification, which was not erroneous when submitted, has become erroneous by reasons of changed circumstances. Written notice shall be sent to Transit Finance Manager, 1245 East Washington Avenue, Suite 201, Madison, WI 53703-3052.

12. Environmental Requirements:

a. Environmental Protection: The Contractor agrees to comply with and shall assure subcontractors compliance with any applicable standards, orders, and/or requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C.

§§ 4321 through 4335 (as restricted by 42 U.S.C. § 5159, if applicable); Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b);

U.S. Council on Environmental Quality regulations pertaining to compliance with NEPA, 40 C.F.R. Parts 1500 through 1508;

and joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R.

Part 622; the applicable provisions of 23 U.S. §§ 139 and 326; and subsequent Federal environmental protection regulations that may be promulgated.

b. Air Quality: The Contractor agrees to comply and shall assure subcontractors’ compliance with all applicable regulations, standards, or orders implementing the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. In addition:

1. The Contractor agrees to comply with the applicable requirements of section 176(c) of the Clean Air Act, 42 U.S.C.

§ 7506(c), consistent with the joint FHWA/FTA document, “Interim Guidance for Implementing Key SAFETEA-LU Provisions on Planning, Environment, and Air Quality for Joint FHWA/FTA Authorities,” dated September 2, 2005, and any subsequent applicable Federal directives that may be issued; with U.S. EPA regulations, "Conformity to State or Federal Implementation Plans of Transportation Plans, Programs, and Projects Developed, Funded or Approved Under Title 23 U.S.C. or the Federal Transit Act," 40 C.F.R. Part 51, Subpart T; and "Determining Conformity of Federal Actions to State or Federal Implementation Plans," 40 C.F.R. Part 93. All equipment provided under this contract shall be designed and equipped to limit air pollution in accordance with EPA regulations.

2. The Contractor agrees to comply with the following U.S. EPA regulations to the extent they are applicable to the work: "Control of Air Pollution from Mobile Sources," 40 C.F.R. Part 85; "Control of Air Pollution from New and In-Use Highway Vehicles and Engines: Certification and Test Procedures," 40 C.F.R. Part 86; and "Fuel Economy and Greenhouse Gas Exhaust Emissions of Motor Vehicles," 40 C.F.R. Part 600, and any revisions thereto.

3. The Contractor agrees to comply with the notice of violating facility provisions of Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and facilitate compliance with Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note.

4. The Contractor shall include these requirements in each subcontract exceeding $100,000; issued in relation to this contract.

5. The Contractor shall report each violation to the Procuring Agency and understands and agrees that the Procuring Agency will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

c. Clean Water: The Contractor agrees to comply with all applicable Federal regulations and directives issued pursuant to the Clean Water Act, as amended, 33 U.S.C. §§ 1251 through 1377. Specifically:

I. The Contractor agrees to protect underground sources of drinking water consistent with the provisions of the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §§ 300f through 300j-6.

II. The Contractor agrees to comply with the notice of violating facility provisions of Section 508 of the Clean

Water Act, as amended, 33 U.S.C. § 1368, and facilitate compliance with Executive Order No. 11738, "Administration of the Clean Air Act and the Federal Water Pollution Control Act with Respect to Federal Contracts, Grants, or Loans," 42 U.S.C. § 7606 note.

III. The Contractor agrees to report each violation to the Procuring Agency and understands and agrees that the

Procuring Agency will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

IV. The Contractor shall include these requirements in each subcontract exceeding $100,000., issued pursuant to this contract.

d. Energy Conservation: The Contractor shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State of Wisconsin Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6321 et seq.) and 2 CFR Part 200; and U. S. Department of Transportation regulations relating to energy conservation.

e. Recycled Products: The Contractor agrees that it will comply with 42 USC.6962 et seq., and 40 CFR Part 247, and Executive Order 12873; and U.S. Department of Transportation regulations relating to recycled products. This requirement applies to all Contracts designated by the EPA, when the City or Contractor procures $10,000 or more of such items in the fiscal year, or when the cost of such items purchased during the previous fiscal year were $10,000, using federal funds.

Violations shall be reported to USDOT/FTA and to the United States Environmental Protection Agency Assistant Administrator for Enforcement.

13. Prohibition Against the Use of Federal Funds for Lobbying: The Contractor, in compliance with 49 CFR Parts 19 and 20, hereby assures and certifies that for any Contracts over $100,000: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person, to influence or attempt to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with awarding any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, an the extension, continuation , renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. (2). If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract or grant, the Contractor shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3.) The Contractor shall require that the language of this certification be included in the award documents for all subcontracts at all tiers and that all subcontractors shall certify and disclose accordingly. This assurance is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of the assurance and certification is a prerequisite for making or entering into this transaction, as imposed by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995).