2-26-044 Final RFB.pdf

RFB 26-044

BULK TRANSPORTED LIQUID CALCIUM CHLORIDE

Request for Bid (RFB)

#26-044 Bulk Transported Liquid Calcium Chloride For: Walworth County Department of Public Works – Highway Division

Schedule of Events:

This schedule is in local time and is provided for your information and planning purposes. Although every effort will be made to follow this schedule, we reserve the right to modify the dates as necessary.

Contact Information:

Purchasing Agent: Melissa Rompesky, Senior Buyer Address: Walworth County Purchasing

100 W. Walworth Street Elkhorn, WI 53121

Bid Issued: July 30, 2026

Questions Due: August 17, 2026 3:00 p.m.

Final Addendum Issued: August 24, 2026

Bids Due (Closing Time): August 31, 2026 10:00 a.m.

Contract Award: September 10, 2026

Anticipated Contract Start: October 1, 2026

Table of Contents Schedule of Events:

I. POSTING OF SOLICITATION

II. INVITATION

III. STANDARD TERMS AND CONDITIONS – WALWORTH COUNTY

IV. EXAMINATION OF SITE AND BID DOCUMENTS

V. PRE-BID MEETING AND PROJECT SITE TOUR

VI. BIDDER INQUIRIES / REQUESTS FOR EXCEPTIONS / CHANGES TO BID

VII. SUBMISSION OF BID

VIII. ELECTRONIC MODIFICATION OF BID

IX. WITHDRAWAL OF BID

X. BIDDER SUPPLIED DOCUMENTATION / MATERIALS

XI. PUBLIC BID OPENING MEETING

XII. METHOD OF AWARD

XIII. TERMS OF CONTRACT

XIV. BIDDER QUALIFICATIONS

XV. SCOPE OF SERVICES

XVI. SPECIFICATIONS

XVII. PROCESS FOR OBTAINING SERVICES

XVIII. EMERGENCY SERVICES

XIX. ADDITIONAL SERVICES

XX. NEW EQUIPMENT

XXI. SUBCONTRACTING

XXII. EMPLOYEES

XXIII. WORK HOURS

XXIV. WARRANTY

XXV. PRICING

XXVI. PRICE ADJUSTMENTS

XXVII. INDEFINITE QUANTITY

XXVIII. EQUITABLE ADJUSTMENT

XXIX. INVOICING

XXX. PAYMENT

XXXI. REJECTION

XXXII. DEFICIENCIES

XXXIII. ACCEPTANCE

XXXIV. “PIGGYBACK” CLAUSE

XXXV. CONTRACT REVIEW

XXXVI. WORK/SITE RULES

XXXVII. COMPLIANCE WITH LAWS

XXXVIII. INSURANCE REQUIREMENTS

XXXIX. CANCELLATION

I. POSTING OF SOLICITATION

All Walworth County solicitations are posted on the County’s Bonfire Portal at:

walworthcountywi.bonfirehub.com. To ensure notification of future opportunities with Walworth County, Bidders must be registered. Bidders may register for an account with Bonfire at no charge.

NOTE: Walworth County will make no attempt to contact Bidders with updated information. It is the responsibility of each Bidder to periodically check the portal for all notifications, releases, and addenda associated with this solicitation.

II. INVITATION

Walworth County is accepting sealed, electronic bids submitted through the Bonfire Portal from qualified firms for Bulk Transported Liquid Calcium Chloride for the Walworth County Department of Public Works, hereinafter referred to as the “County,” in accordance with the specifications stated and/or attached herein/hereto. The successful bidder will hereinafter be referred to as the “Bidder” or “Contractor.”

https://walworthcountywi.bonfirehub.com/projects

Sealed, electronic bids will be received until 10:00 a.m. local time on August 31, 2026. Shortly after time of deadline, bids received will be publicly opened virtually by purchasing staff.

III. STANDARD TERMS AND CONDITIONS – WALWORTH COUNTY

The Standard Terms and Conditions of Walworth County are made a part of this Bid by reference. Standard Terms and Conditions are available on the internet, under the Purchasing Division on the Walworth County Home Page or by clicking on the following link:

http://www.co.walworth.wi.us/DocumentCenter/View/479/05-2017-Standard-Terms-and-Conditions-PDF

Documents are also available, upon request, by contacting the Buyer listed in on the cover of this solicitation.

IV. EXAMINATION OF SITE AND BID DOCUMENTS

Bidder is required to carefully examine the bid, the scope of work, the site of the work, and the contract contained herein. It will be assumed that the bidder has investigated and is satisfied as to the requirements of the bid documents. It is mutually agreed that the submission of a bid shall be considered as conclusive evidence that the bidder has made such examination and is satisfied as to all the conditions and contingencies.

Pleas of ignorance of conditions that exist or that may hereafter exist, or of conditions or difficulties that may be encountered in the execution of the work under this specification as a result of failure to make the necessary examinations and investigations will NOT be accepted as:

• An excuse for any failure or omission on the part of the Bidder to fulfill, in every detail, all of the requirements of the bid, or

• As a basis for any claims whatsoever for extra compensation, or

• For an extension of time.

V. PRE-BID MEETING AND PROJECT SITE TOUR

A pre-bid meeting is NOT scheduled for this project. Interested bidders should inspect this request document.

Any questions or request for clarifications as outlined in Section VI. Bidder Inquiries / Requests for Exceptions / Changes to Bid.

VI. BIDDER INQUIRIES / REQUESTS FOR EXCEPTIONS / CHANGES TO BID

Bidders should request interpretation or correction of any ambiguity, inconsistency, or error.

Consideration will be given to a bidder’s request for a change if any of the terms and conditions of this bid are not in full accord, or if changes, alterations, additions or deductions are necessary for your firm to be compliant with the specifications and submit a response. Any questions, requests for changes, clarifications, etc., must be submitted in writing using the “Messages” feature under this Project in Bonfire at https://walworthcountywi.bonfirehub.com/opportunities/224742.

Questions must be received no later than August 17, 2026, at 3:00 p.m. You will not be able to initiate messages to the Buyer after this time.

Unauthorized Bidder contact regarding this RFB with any County employee may result in disqualification of Bid. Any oral communication will be considered unofficial and non-binding. Bidders shall rely only on written addenda issued for this opportunity.

Any changes as a result of a written request will be issued via addendum and will be posted to the Bonfire Portal. Bidders are responsible for monitoring Bonfire Portal. Each addendum forms an integral part of this RFB and contains important information which may include significant changes to this RFB. Bidders are responsible for obtaining all addenda issued prior to the opening date. The County will make no attempt to contact Bidders with updated information.

http://www.co.walworth.wi.us/DocumentCenter/View/479/05-2017-Standard-Terms-and-Conditions-PDF

VII. SUBMISSION OF BID

Bidders, by submitting a response to this RFB, certify and agree to meet all the requirements as stated herein.

A bidder must state in their response if they are unable or unwilling to meet any requirement. Inability or unwillingness to meet any requirement, in part or in whole, may be cause for disqualification. Any exceptions taken by the bidder must be clearly identified in the bid.

Bids shall be irrevocable until Contract award unless the bid is withdrawn. Bidders may withdraw a response at any time until the submission deadline.

Bidders shall assume full responsibility for ensuring electronic delivery of bids before the RFB deadline.

Bidders should allow sufficient time to complete the electronic submission by the date and time specified.

Walworth County will only accept electronic submittals in response to this RFB. All bids must be submitted electronically using the Bonfire Portal by the time and in the manner prescribed. Bonfire will serve as the bid collection destination.

1. Prepare your Bid submission materials:

Requested Information:

Group Name Type

Files

Requirement

Acknowledgements, and Subcontractors

There are various questions to

Acknowledge/respond to.

N/A Required

Pricing Pricing Sheet (BT-26BP) BidTable:

Datatable

N/A Required

Requested Documents

Bidder Questionnaire (Q-

06AW)

Questionnaire:

Excel (.xlsx)

1 Required

Subcontractor List (Include name and good/service provided)

PDF (.pdf) 1 Required

Please note the type and number of files allowed. The maximum upload file size is 100 MB.

Please do not embed any documents within your uploaded files, as they will not be accessible or evaluated.

Response templates and/or forms are available for downloading on the Bonfire Portal at:

https://walworthcountywi.bonfirehub.com/opportunities/224742

Requested Document(s):

Provide all documents as listed in the Requested information.

Requested Questionnaire(s):

Questionnaire(s) can be obtained from the above linked project.

Please note that Questionnaires may take a significant amount of time to prepare.

Requested Pricing Sheet(s):

You will need to complete the Pricing Sheet(s) online in the browser. The Pricing Sheet can be completed any time during your submission, however it must be completed all at once to submit and finalize. You may edit the submission before the due date. Please note that Pricing Sheet may take a significant amount of time to prepare.

2. Upload your submission at:

https://walworthcountywi.bonfirehub.com/opportunities/224742

Important Notes:

a. Each item of Requested Information will only be visible to the County after Bid Closing Time.

b. Uploading large documents may take significant time, depending on the size of the file(s) and your Internet connection speed.

c. You will receive an email confirmation receipt with a unique confirmation number once you finalize your submission.

d. Microsoft Edge, Google Chrome, or Mozilla Firefox. Javascript and browser cookies must be enabled.

e. The County is not responsible for any delays associated with the electronic submission of bids through Bonfire Portal.

f. Bids may not be transmitted orally, in person, by mail, by email or fax machine.

g. All bids shall be valid for a period of ninety (90) days after the scheduled time of closing. Bids shall remain firm and may not be withdrawn during this ninety (90) day period.

h. All Bidders, by submission of their bid, agree to abide by the rules, regulations, and procedures of the County.

Need Help:

The County uses the Bonfire Portal for accepting and evaluating bids digitally. Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission. You can also visit their help forum at https://vendorsupport.gobonfire.com/hc/en-us. .

Bidders shall assume full responsibility for ensuring electronic delivery of bids before the RFB deadline.

Bidders should allow sufficient time to complete the electronic submission by the date and time specified.

VIII. ELECTRONIC MODIFICATION OF BID

Any Bidder may modify its Bid electronically using the Bonfire Portal provided such modification is made prior to the closing time for receipt of Bids.

IX. WITHDRAWAL OF BID

Any Bidder may withdrawal its Bid electronically using the Bonfire Portal provided such withdrawal is made prior to the closing time for receipt of Bids.

X. BIDDER SUPPLIED DOCUMENTATION / MATERIALS

All material submitted by the Bidder in response to this request, become the property of Walworth County. The County is a unit of local government obligated to comply with Wisconsin’s Public Records Law, Wisconsin Statutes secs. 19.31 through 19.39. The presumption under the law is that public records shall be open to the public unless there is a clear statutory exception, unless there exists a limitation under the common law, or https://walworthcountywi.bonfirehub.com/opportunities/224742 mailto:Support@GoBonfire.com https://vendorsupport.gobonfire.com/hc/en-us unless there is an overriding public interest in keeping the public record confidential. As such, bidders should assume that their submitted bid will be subject to disclosure under the Public Records Law.

Bidders responding to this request should not include any Confidential Information, proprietary information or protected trade secret(s) as part of its bid unless the bidder designates the specific information that it maintains is proprietary or trade secret and the reason(s) for such designation in a separate document and identifies the specific information when it occurs within the bid.

The County reserves the right to make determinations of Confidential Information when responding to public records requests and complying with Public Records Laws. Designation(s) of Confidential Information in no way guarantees that designated information will be kept confidential under the provision of the Public Records Law. Simply placing a confidential notice in the header or footer of the submittal does not satisfy the designation requirements. Bidder is not entitled to notification prior to release of information. In no event will price be deemed confidential.

XI. PUBLIC BID OPENING MEETING

No in-person public bid openings will be conducted at Walworth County. Bidders and members of the public may participate in the public bid opening for this RFB via video or teleconference as described in this Section.

The bids opened and read are considered preliminary and subject to review and verification of applicable bid requirements.

The County will host this bid opening on August 31, 2026, at 10:15 a.m. local time via Microsoft Teams.

Interested participants may attend electronically via the livestream video conference by using the access information provided below.

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/21224745777318?p=uY8PVlue9pnM0GDnFN Meeting ID: 212 247 457 773 18 Passcode: wK7hz2vz

Need help? | System reference Dial in by phone +1 414-219-0219,,570372824# United States, Milwaukee Find a local number Phone conference ID: 570 372 824# For organizers: Meeting options | Reset dial-in PIN

XII. METHOD OF AWARD

Walworth County is not obligated to make an award related to this request. The County reserves the right to accept or reject any or all Bids. If the County issues an award, the award will be made within ninety (90) days after the opening of bids to the responsive and responsible Bidder(s) conforming to the scope, specifications, terms and conditions, or to the most advantageous Bid submitted to the County on a quality versus price basis as follows:

• A Contract will be awarded to a single responsive and responsible vendor with the lowest cost.

Contract(s) shall be deemed as having been awarded when the appropriate County Committee has approved formal recommendation of award or County personnel having the authority to make such approval in accordance with County Procedures. Estimated contract award date is included in the “Schedule of Events” on the RFB cover.

The awarded Bidder will be required to execute the Example Contract provided as Attachment A.

https://teams.microsoft.com/meet/21224745777318?p=uY8PVlue9pnM0GDnFN https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_YjYxY2U3MjUtNGRjMC00NDdmLTkyM2ItMTA2NTFkMjRmODBj%40thread.v2/0?context=%7b%22Tid%22%3a%22abdd0c04-3909-4e20-bbcb-7b8a0283a1af%22%2c%22Oid%22%3a%2239f5a387-8caa-4884-9411-528f6d175b7a%22%7d tel:+14142190219,,570372824 https://dialin.teams.microsoft.com/3545793f-3d5d-4816-a86c-5b26c488d908?id=570372824 https://teams.microsoft.com/meetingOptions/?organizerId=39f5a387-8caa-4884-9411-528f6d175b7a&tenantId=abdd0c04-3909-4e20-bbcb-7b8a0283a1af&threadId=19_meeting_YjYxY2U3MjUtNGRjMC00NDdmLTkyM2ItMTA2NTFkMjRmODBj@thread.v2&messageId=0&language=en-US https://dialin.teams.microsoft.com/usp/pstnconferencing

To be considered responsive and in compliance with the Request for Bid, a Bid must:

1. Confirm in all material respects to the RFB, including all the requested information;

2. Include acknowledgement of all addenda; and

3. Contain no alterations to the terms or conditions of this Request for Bid except as specifically directed in this document.

To be considered responsible, a Bidder must establish to the complete satisfaction of the County it can meet specifications/scope herein, including but not limited to items such as warranty, time of delivery, purpose for which good and/or service is required, competency of Bidder, the ability to render satisfactory service and past performance.

To determine the Bidder’s responsibility, before a Contract will be awarded for the specifications/scope contemplated herein, the County will conduct such investigation as is necessary to determine the performance record and ability of the apparent low Bidder to perform the size and type of services specified under this request. Upon request, the Bidder shall submit such additional information not specifically requested herein, as deemed necessary by the County to evaluate the Bidder's qualifications.

XIII. TERMS OF CONTRACT

A contract will be awarded to the successful Bidder. The term of the contract shall be for a period of five (5) years, beginning October 1, 2026.

XIV. BIDDER QUALIFICATIONS

Bidders responding to this Request for Bid must meet the following minimum requirements:

• Be properly licensed and incorporated to do business in the State of Wisconsin and may not be on the State of Wisconsin list of debarred contractors with the effective dates of this contract.

• Have at least (3) years of experience in producing and delivering Calcium Chloride. Experience should include accounts equal or larger in size and scope of this project.

• Have a record of performance with reasonable financial support, personnel, equipment and organization to ensure satisfactory execution of the services required and specified herein.

• Meet or exceed all minimum specifications in their entirety to be considered for award.

XV. SCOPE OF SERVICES

Walworth County Department of Public Works (DPW) intends to use liquid calcium chloride as an additive during the salt brine production process to produce a blend for application on roadways that are near or below 15 degrees. Approximately 20,000 gallons annually is anticipated but not guaranteed.

Storage Tanks: Storage tanks are located indoors at the Department of Public Works, at W4097 County Road NN, Elkhorn, WI. Storage tank consists of three (3) above ground, tanks.

All labor, equipment, parts, items, details of services or features not specifically mentioned which are regularly furnished to complete this type of work will be furnished at bid pricing and shall conform in quality, workmanship and service to that usually provided by the practice as specified in this solicitation.

Contractor is responsible to comply with all statutory rules and regulations. All applicable federal, state and local laws, rules and regulations governing the service described in the specification will apply and will be deemed incorporated into the agreement. These requirements shall be done at the Contractor’s expense.

XVI. SPECIFICATIONS

The minimum specifications are intended to define the level of quality and performance of Contractors and the products and/or services they will provide and not to be restrictive. Contractor shall be required to meet the following minimum specifications:

General:

1. Work directly with the Department of Public Works (DPW) to provide improved services.

2. Conduct themselves in a professional, orderly, and businesslike manner at all times while performing work.

3. Bids shall not be considered from vendors on the State of Wisconsin or the Federal Government (SAM) list of Debarred Contractors with the effective dates during this project.

4. Provide transporting vehicles, equipment, and personnel.

5. Provide suitable vehicles that are maintained in good operating condition and in compliance with all Wisconsin State Statutes for transporting of similar materials.

6. Provide products that meet or exceed quality requirements as listed below.

7. Agree to the pricing and delivery requirements as stated herein.

8. All material deliveries must be substantiated by the County’s meter reading and verified against the bill of lading by the County employee signing the delivery ticket.

9. All work shall be scheduled at the convenience of the County as not to interfere with the County's conduct of business.

10. Contractor shall be solely responsible for the safety of Contractor's employees and others relative to Contractor's work, work procedures, material, equipment, transportation, signage, and related activities and equipment.

11. Supply its employees with the proper personal protection equipment and energy control devices as necessary such as monitors, respirators, rescue retrieval systems, lock-out devices, tags, etc. The Contractor will not be allowed to utilize County owned equipment, except in an emergency or under pre-arranged conditions.

12. Provide proper handling and disposal of waste and/or contaminated materials.

13. Shall assume full responsibility for damage to County property caused by Contractor's employees or equipment as determined by designated County personnel.

14. Work directly with the County, as requested, to resolve any problems.

Material Specifications:

1. Calcium Chloride Liquid 32%, meeting M144, Type L, and in accordance with most recent revisions to AASHTO guidelines.

Delivery Specifications:

1. Contractor shall be required to deliver material within three business days of delivery request (no weekend delivery). County will be available to accept delivery before noon on business days with prior notice from the Contractor.

2. Material shall be shipped in 4,000 to 5,000 gallon truck loads, delivered to designated locations and pumped into fill tank.

3. Fill tanks are located indoors. As such, Contractor will be expected to back into building to fill.

4. Each delivery truck shall be equipped with adequate and working pumps for the unloading of material as required. The additive tank requires equipment able to hook up to a 2” male cam-lock connection – photo available in Attachment B, Site Photos.

5. Delivery driver shall check-in at front counter of DPW before being directed to the equipment entry door adjacent to door #10 – photo available in Attachment B, Site Photos.

6. Unit price provided on Pricing Sheet must be all-inclusive as defined in Section XXV Pricing.

XVII. PROCESS FOR OBTAINING SERVICES

When material is required, the County shall request delivery by sending a notification to Contractor. All notifications shall take place by either telephone or e-mail. Contractor must respond within 24 hours.

Delivery shall be full tanker loads of approximately 4,000 to 5,000 gallons of material.

Delivery or performance shall be made only as authorized by orders issued in accordance with this ordering process. The Contractor shall furnish to the County, when and if ordered, the materials or services specified.

XVIII. EMERGENCY SERVICES

Walworth County reserves the right to solicit either the Contractor(s) under this agreement, non-contracted vendors, or a combination of both based on the nature of the emergency.

XIX. ADDITIONAL SERVICES

The County reserves the rights to add, delete or acquire other types of service that the Contractor can provide that are similar to, but not specifically called for, in this bid. Additions or changes to goods or services must be agreed to in writing by all parties.

XX. NEW EQUIPMENT

Unless otherwise noted, all materials and equipment used shall be new and unused OEM repair parts and products that meet or exceed manufacturer’s quality requirements, unless prior written approval is given by the County. Parts, materials or equipment classified as demonstrators, prototype or discontinued, are not acceptable. All parts and equipment shall be the latest model offered and must be tried, proven, and in current use.

XXI. SUBCONTRACTING

Walworth County requires that any work performed be under the direct employ of the Contractor with the exception of when ancillary services are required.

All subcontractors shall be held to the same insurance provisions as noted herein. Additionally, the subcontractor shall comply with all requirements as stated in this specification.

Contractor will not be permitted to sublet, sell, transfer, assign or otherwise dispose of the contract of any portion therein, or its right, title or interest in, to any person and/or Vendor(s) without the written consent of Walworth County. No subcontract shall, under any circumstances, relieve the contractor of liability and obligation under this contract. If Sub-Contractors are used, Walworth County will consider the awarded vendor to be the Prime Contractor and to be solely responsible in all contractual matters, including payment of any and all charges resulting from such sub-Contractor arrangements. The prime contractor shall be fully responsible for the acts, errors and omissions of the subcontractor. Upon request Contractor must provide Subcontractor’s complete contact information including EIN# (TIN#, SS#) and signed W-9 form.

In the event that a portion or portions of the contract are bid as subcontracted, the bidder shall provide a list of intended subcontractors, including the good or service they will provide, with their bid. Walworth County shall be the sole judge in determining whether the subcontracted firm or firms, are qualified to provide the services as sought. Walworth County reserves the right to reject the bid if the subcontractors are determined to be unqualified or unacceptable. After a contract has been awarded, Contractor must obtain prior approval before using any subcontractors not previously identified in your bid.

When subcontractors are used in the performance of any of these services, licensed, skilled tradesmen must be utilized to assure quality workmanship.

XXII. EMPLOYEES

Contractor agrees that trained, certified (where applicable) and competent employees shall perform the services required by this contract using industry-accepted standards. Upon request, Contractor shall provide and maintain a current list of employees working at County facilities prior to commencement of work. A photocopy of employees’ driver’s license, or other acceptable identification, as verification for the list shall be made available to the County upon request.

County shall be entitled to request the removal of individuals working on any project for any of the following grounds, provided that such request be in writing and shall specify the reasons for the County’s dissatisfaction:

• Unsatisfactory performance that causes negative operational impact at the County or causes the County to commit additional resources to avoid operational impact;

• Dishonesty or belligerent conduct;

• Lack of compatibility with County staff; or

• Violation of County rules or policies.

Upon such written request, the County and Contractor shall decide on a course of action to cure any such problems, provided that there shall be no cure opportunity required for problems involving dishonesty or belligerent conduct or a violation of County rules or policies. In the event Contractor does not cure the problem within seven (7) days from the date of notice, Contractor shall remove such person and shall promptly provide a qualified replacement. The County will be liable for payment of services only up to the time of dismissal and only if services rendered meet the minimum requirements of the County. Contractor must comply with Walworth County’s work/site rules. Contractor shall comply and accept exclusive responsibility for Contractor’s employee(s) while on Walworth County property.

If for any reason the individuals identified are no longer employed by the firm, or available from the subcontracted firm, the Contractor must notify the County within a reasonable time frame. Contractor is responsible for ensuring that any substitute personnel have comparable skills and experience. The County reserves the right to interview substitute personnel prior to commencement of activity on the project to confirm to County’s satisfaction equivalency of skills and experience.

If any of the Contractor’s employee appears to be incompetent or to act in a disorderly or improper manner, such person shall be removed immediately on request of the County, and shall not again be re-employed except upon written consent of the County.

Employees shall be in a company uniform that clearly identifies the name of the company and employee name.

Uniforms shall be clean and neat in appearance. Employees are required to wear a company supplied photo ID badge. Badges must be clearly visible when worn.

XXIII. WORK HOURS

The Department of Public Works hours of operation are Monday through Friday, 7:00 a.m. to 3:30 p.m., excluding holidays and weekends.

XXIV. WARRANTY

All labor, parts, materials, supplies used in the performance of this contract must be new and unused.

The Contractor warrants that the services provided shall be performed by qualified and competent personnel in accordance with industry practice and the high standards of care and practice appropriate to the nature of the services rendered.

XXV. PRICING

Pricing must be submitted using Pricing Sheet (BT-26BP). Prices shall remain firm for the first two (2) years of the contract. Optional year pricing may be adjusted in accordance with Section XXVI. Price Adjustments. All pricing must reflect the total all-inclusive cost per gallon. All-inclusive shall include, but is not limited to, all charges, fees, applicable taxes, delivery costs, transportation, markups, state inspection fees, and any other associated costs. All goods and services shall be provided at the pricing provided with no additional charges, regardless of the quantity or scope of services performed.

In the event of a discrepancy between the unit price and the total price, the unit price shall prevail.

All costs shall be provided in U.S. dollars.

County will reject shipments sent C.O.D. or freight collect.

XXVI. PRICE ADJUSTMENTS

Costs shall remain firm for the first two (2) years of the contract. Thereafter, per-gallon pricing may be subject to adjustment in accordance with the following:

• After the initial two-year period, the Contractor may request one (1) price adjustment per twelve-month period. Any such request must be submitted in writing to the Walworth County Purchasing Division no later than July 1 of each contract year, for potential implementation on October 1 of that same year.

• Adjustments based on rising overhead costs or increased profits are not permitted.

• All requested price adjustments shall be subject to review, negotiation, and written approval by County.

County reserves the right to accept, reject, or negotiate any requested adjustment, in whole or part. Price adjustments shall not be effective unless and until expressly approved in writing by Walworth County.

• Any price decreases must be passed on to Walworth County at the same rate and timeline as increases.

XXVII. INDEFINITE QUANTITY

Walworth County cannot predict the service mix, overall quantity, or the dollar value of the goods/services that will be ordered during the term of this contract. No guarantee of the actual good/service requirement is implied or expressed. Bids that require minimum order quantities or dollar amounts shall be disqualified.

XXVIII. EQUITABLE ADJUSTMENT

County may, in its sole discretion, make an equitable adjustment in the Contract terms and conditions and/or pricing. If pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace that satisfy all the following criteria:

1. The volatility is due to causes wholly beyond the contractor’s control;

2. The volatility affects the marketplace or industry, not just the contractor’s source of supply;

3. The effect on pricing or availability of supply is substantial; and

4. The volatility so affects the contractor that continued performance of the Contract would result in substantial loss.

Any adjustment would require the contractor to provide irrefutable evidence along with any request for adjustments to contract terms and/or pricing. The County may elect to provide a one-time increase, an increase for a predetermined period or an increase for the remainder of the contract. In the event of any market decreases the contractor shall in good faith provide the County with reduced pricing.

The County reserves the right to request an equitable adjustment to decrease pricing in the event of a decrease in market pricing.

XXIX. INVOICING

Contractors shall provide itemized invoices showing at a minimum the item description, quantity, item cost, and total cost.

Original invoice must be addressed to Walworth County Finance Department-Accounts Payable Division at 100 W. Walworth Street, P.O. Box 1001, Elkhorn, WI 53121, or apsupport@co.walworth.wi.us. Contractor is responsible for the completion of all recordkeeping and reporting requirements as appropriate for all items prior to payment.

XXX. PAYMENT

Walworth County’s preference is to pay with a Visa credit card (P-Card). Bidder should indicate in Bid whether P-card will be accepted for payment. County will not use a P-Card for processing payments if Contractor charges credit card processing fees or sets minimum transaction limits. Payment will be made within forty-five

(45) calendar days after acceptance of goods/services and receipt of a properly documented invoice.

XXXI. REJECTION

All goods provided and services performed by the Contractor or subcontractor are subject to acceptance by the County based on the conformity of the goods and services to these specifications. In the event the Contractor or its subcontractor were to provide goods and/or services that do not conform to these specifications and did not gain prior approval from the County, the goods and/or services will be subject to rejection. Rejected goods or services shall be replaced or redone at the expense of the Contractor.

XXXII. DEFICIENCIES

In the event that the County determines that there are deficiencies in the service work provided by the Contractor under the contract, the County shall notify the Contractor in writing as to the precise nature of any such deficiencies. Within ten (10) working days of receipt of such notice, Contractor shall take responsible steps to correct any deficiencies.

XXXIII. ACCEPTANCE

Acceptance is defined as the County’s approval after its authorized agent has confirmed that the deliverables meet the specified requirements. Acceptance will be determined prior to payment of invoices, or in writing if the goods/services require prepayment.

XXXIV. “PIGGYBACK” CLAUSE

Common purchasing practices in government include cooperative or "piggyback" purchasing among various units of government or municipalities. This contract will be extended, with the authorization of the Contractor, to other units of government or municipalities at the same prices and/or discounts and terms and conditions. If another unit of government or municipality decides to use this contract, the Contractor must deal directly with the respective unit of government or municipality concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. Walworth County acts only as the "Contracting Agency" for those public agencies.

XXXV. CONTRACT REVIEW

Contractor will be required to meet with designated county personnel, on an as-needed basis, to discuss the services that are being provided. Discussions will include an overall quality review, suggestions to improve the efficiency, services to be provided, and any other matters that may affect the contract. It is also the intent of the contract review to identify and implement efficiencies that may reduce the annual cost of the services provided.

XXXVI. WORK/SITE RULES

Contractor shall comply with Walworth County’s work/site rules. Contractor shall comply and accept exclusive responsibility for each individual employee while on Walworth County property.

XXXVII. COMPLIANCE WITH LAWS

Contractor is responsible to comply with all statutory rules and regulations. All applicable federal, state and local laws, rules and regulations governing this type of service will apply and will be deemed incorporated into the contract. These requirements shall be done at Contractor’s expense.

XXXVIII. INSURANCE REQUIREMENTS

Every Contractor and parties furnishing services or products to Walworth County, or any of its divisions, must provide evidence of the following minimum insurance requirements prior to execution of the contract. These minimum insurance requirements do not in any way limit the liability assumed elsewhere in the contract. County may require higher limits or other types of insurance coverage(s) as necessary and appropriate. Modifications to the types of coverage, limits and/or other terms should not be made without the approval of the County’s Risk Manager.

Minimum Insurance Limits

Contractor shall, at its sole expense, maintain the following insurance:

A. Commercial General Liability Insurance including contractual coverage:

The limits of this insurance for bodily injury and property damage combined shall be at least:

Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products – Completed Operations Limit $2,000,000 Personal and Advertising injury Limit $1,000,000

B. Commercial Automobile Liability Insurance:

Contractor shall provide comprehensive automobile insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles. Contractor shall maintain limits of at least $1,000,000 per accident for bodily injury and property damage combined.

C. Workers’ Compensation & Employer’s Liability Insurance:

Such insurance shall provide coverage in amounts not less than the statutory requirements in the state where the work is performed, even if such coverages are elective in that state.

Employers Liability insurance shall provide limits of not less than $100,000 per occurrence for bodily injury; $100,000 per employee for bodily injury by disease, and $500,000 policy aggregate.

D. Contractor Pollution Liability Insurance:

This insurance should insure against pollution liabilities caused by the Contractor’s operations. Such insurance shall provide limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate.

E. Excess/Umbrella Liability Insurance Such insurance shall provide additional limits of not less than $5,000,000 per occurrence.

Additional Requirements:

F. Contractor shall require all its contractors and subcontractors performing work related to this contract to carry sufficient minimum insurance to cover liabilities arising from or out of the performance of this contract.

G. When available under the policy, any insurance required above shall: (a) name Walworth County including its directors, officers, employees and agents as additional insureds by endorsement to the policies, and, (b) provide that such insurance is primary coverage with respect to all insureds and additional insureds, and, (c) grant a waiver of subrogation in Walworth County’s favor.

H. All insurance policies shall contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against County, its subsidiaries, its agents, servants, invitees, employees, co-lessees, contractors, subcontractors, and their insurers, except where prohibited by law.

I. The above insurance coverages may be obtained through any combination of primary and excess or umbrella liability insurance.

J. Contractor shall provide certificates evidencing the coverages, limits and provisions specified above on or before the execution of the Agreement and thereafter upon the renewal of any of the policies. Contractor shall notify County with a thirty (30) days of any cancellation, nonrenewal or material change in any of the policies maintained in accordance with this Agreement.

K. Coverage must be placed with carriers with a current A. M. Best rating of B ++ or better.

XXXIX. CANCELLATION

Walworth County reserves the right to cancel any agreement in whole or in part without penalty due to non-appropriation of funds.