Administrative Document - ITB #1390.docx

STATE OF IDAHO

DIVISION OF PURCHASING

FOR

Idaho Transportation Department

Invitation To Bid

Certified Power Solutions Products & Services

ITB Number: #1390

Table of Contents

Section 1 Administrative Information and Overview

1.1 Purpose

The State of Idaho’s (“State”) Division of Purchasing (“DOP”), on behalf of the Idaho Transportation Department (“ITD”) is issuing this Invitation To Bid (“ITB”) to solicit Bids from qualified and experienced firms (“Bidders”), that can provide various types of Certified Power Solutions Products & Services, on an as-needed basis. Background information is provided in Exhibit 2. General requirements are set forth in Exhibit 3. The complete scope of work is provided in Exhibit 4.

1.2 Procurement Schedule

Deadline to submit questions:

Closing Date (deadline to submit Bid):

Public Opening Date:

Bid Opening Link:

The State will make every effort to adhere to the schedule below, but reserves the right, at its sole discretion, to adjust the schedule.

10/8/2026 @ 11:59 pm MT See IPRO Event Main Page for current closing date and time.

10/23/2026 @ 10:30 am MT Join the meeting now

1.3 ITB Lead

Name:

Title & Agency:

Email:

The individual listed below (referred to as “ITB Lead”) is responsible for the conduct of this procurement. From the issue date of this ITB, until a contract is awarded, or the ITB is cancelled, Bidders are prohibited from communicating with any State employee or Official regarding this ITB or procurement.

Erik Schmidt Purchasing Officer, Division of Purchasing Erik.Schmidt@adm.idaho.gov

1.4 Pre-Bid Conference

There will be no pre-bid conference for this event.

1.5 IPRO eProcurement System

This Solicitation is issued by the State via the State’s eProcurement system, IPRO. It is the Bidder’s responsibility to monitor IPRO for any updates or amendments.

Link: IPRO POWERED BY LUMA

1.7 Questions

The Bidder must review this entire ITB, including all associated documents. All questions and requests for clarification must be submitted in writing to the ITB Lead through the Q&A Forum in IPRO, using the form provided in Exhibit 6, by the deadline to submit questions in the Procurement Schedule (Section 1.2). Questions submitted by any other method, including email, will not be accepted. See Exhibit 6 for additional instructions.

1.8 Modifications and Exceptions to Requirements, Terms, and Conditions

1.8.1. Vendors are strongly encouraged to submit any proposed modifications to the requirements, terms, or conditions of the ITB on Exhibit 6 - Questions prior to the deadline to submit questions. Questions regarding these requirements must contain the following:

1.8.1.1. The rationale for the specific requirement being unacceptable to the party submitting the question (define the deficiency).

1.8.1.2. Recommended verbiage for the State’s consideration that is consistent in content, context, and form with the State’s requirement that is being questioned.

1.8.1.3. Explanation of how the State’s acceptance of the recommended verbiage is fair and equitable to both the State and to the party submitting the question.

1.8.2. In the event that a Bid contains modifications or exceptions to any Solicitation requirements, terms, or conditions which are not addressed during the question and answer period, they must be identified and submitted on Exhibit 7 - Contract Modifications and Exceptions and must contain the same information outlined in Section 1.8.1, above. The State will not consider any modifications or exceptions that are not identified specifically on Exhibit 7.

1.8.3. The State has sole discretion to determine if the modifications or exceptions submitted by an Bidder would result in a material change or otherwise threaten the integrity of the procurement process. Pursuant to IDAPA 38.05.01.084.e, the State may only negotiate non-material modifications or exceptions. Modifications or exceptions which the State determines to be material, or which otherwise threaten the integrity of the procurement process, will not be accepted or negotiated. If the Bidder has conditioned its Bid on the State’s acceptance or negotiation of its proposed modifications or exceptions, and the modifications or exceptions are deemed material, the Bidder will be given the opportunity to retract the proposed modifications or exceptions from its Bid. Failure to do so will result in the Bidder’s Bid being found non-responsive, after which it will receive no further consideration.

1.8.4. Non-material modifications or exceptions may be discussed with the apparent successful Bidder, at the discretion of the State; however, the State shall have the right to reject any and all such modifications and/or exceptions, or to call an end to such discussions, and to instruct the Bidder to amend its Bid and remove the modifications and/or exceptions. Failure to do so may result in the State finding the Bid non-responsive.

1.8.5. Except as otherwise provided within the Solicitation, the State will not consider modifications or exceptions to the requirements, terms, or conditions which are proposed after the ITB Closing Date.

1.9 Amendments

The State may issue amendments to make changes to the ITB, or to respond to any questions. Amendments will be posted on IPRO. Bidders are responsible for monitoring IPRO for updates and amendments. All published amendments must become part of this ITB, and must be considered by the Bidder in its Bid. Oral interpretations or clarifications of this ITB are not binding and should not be relied upon. Any verbal responses provided by the State during the pre-Bid conference are considered unofficial, and will not be binding.

1.10 Authority

This procurement is conducted in accordance with IDAPA 38.05.01 and pursuant to Title 67, Chapter 92 of the Idaho Code.

1.11 Brand Name Only Solicitation

This is a Brand Name Only Solicitation. ITD will procure only products manufactured by or for Certified Power Solutions and Cirus Controls. References in this ITB to Certified Power Solutions include Summus Holdings (formerly Certified Power, Inc.) and any successor entity offering the Certified Power Solutions and Cirus Controls product lines. No "or equal" products, substitutes, or alternatives will be considered, and a Bid offering an alternative product will be found non-responsive. This restriction was approved by the Division of Purchasing prior to issuance of this ITB.

Section 2 Format & Submission Requirements

2.1 Adherence to Requirements

The Bid must be submitted in accordance with the requirements set forth in this document. Any Bid that does not adhere to the requirements may be deemed non-responsive and rejected. The State reserves the right, in its sole discretion, to waive any minor informalities or immaterial non-compliance.

2.2 Deadline to Submit

All Bids are due at the date and time specified in the Procurement Schedule (Section 1.2). Late Bids must not be accepted or considered. The State must not be responsible for any technical issues, difficulties, or delays. Bidders are strongly encouraged to begin the process of submitting the Bid response far enough in advance of the Closing Date/Time to allow for resolution of any technical difficulties.

2.3 General Format Requirements

The Bid response must meet the following requirements:

2.3.1 The Bidder must not embed information, embed files, or embed any links within the Submittals.

2.3.2 The Bidder must not attach additional information to any Submittal Form (unless it has been explicitly requested). Any additional attachments submitted will not be considered in the evaluation process.

2.3.3 Cost information must only be contained within the Bid Schedule Submittal Form. No other document or Submittal Form may contain cost or pricing information.

2.4 Electronic Submission Instructions

The Bidder must submit the Bid as follows:

2.4.1 The Bid must be submitted electronically through IPRO powered by LUMA. The State will not accept Bids in any other manner (i.e. facsimile, email, or hardcopy submissions). All Bidders participating in this Solicitation must establish an account in the IPRO system, as it is necessary in order to process and/or award the resulting Contract(s). Establishing an account is free.

Please make sure that the entity profile under which the Bid is submitted in IPRO, is the same legal entity presented in the uploaded response materials. If there are any discrepancies, the entity information provided within Submittal Form A prevails.

2.4.2 The Bid must be submitted in the following forms:

* If applicable. Applies to Bids with trade secrets as discussed below.

2.4.3 All files must be in Adobe PDF, Microsoft Word, or Microsoft Excel format as noted in the table above.

2.4.4 The Bid file(s) must not be password protected or locked in any way.

2.4.5 All submission materials must be submitted at the same time. If multiple submissions are received, only the latest timely submission will be considered.

2.4.6 Alternate Bids are not allowed.

2.4.7 Note: When submitting through IPRO, enter your Cost in IPRO as “$0.01”.

2.4.8 If your Bid contains trade secrets (see Section 2.5), submit an additional redacted version. This submittal must have 'Redacted' in the file name.

2.4.9 Authorized Distributor Letter. The Bidder must submit, along with their bid, a letter on the Manufacturer's official letterhead, signed by an authorized representative of the Manufacturer, declaring that the Bidder (doing business as stated in Submittal Form A) is a current authorized distributor or the manufacturer of the products offered. Where more than one manufacturing entity produces items listed on Submittal Form B, the Bidder must submit a letter covering each such entity. A letter issued by the Manufacturer's parent, subsidiary, division, or successor entity satisfies this requirement, provided the letter identifies the product lines it covers. The Bidder must submit the Authorized Distributor Letter with its Bid. Notwithstanding Section 3.1, if the letter is not included with the Bid, the State may request it under Section 3.3. Failure to provide it within the time specified in the request may result in the Bidder being found non-responsible.

2.5 Trade Secrets and Non-Public Information

The Idaho Public Records Act, Idaho Code title 74, chapter 1 (the “Act”) defines trade secrets to “include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy.” The Act also defines other records that may be exempt from public disclosure.

In addition to marking each page of the document with a trade secret or other exemption notation (as applicable; and as provided in Paragraph 28 of the Solicitation Instructions to Vendors), Bidders must also:

2.5.1. Identify with particularity the precise text, illustration, or other information contained within each page marked “trade secret” or “exempt from disclosure” (it is not sufficient to simply mark the entire page). The specific information you deem “trade secret” or “exempt” within each noted page must be highlighted, italicized, identified by asterisks, contained within a text border, or otherwise clearly delineated from other text/information and specifically identified as a “trade secret” or “exempt from disclosure.”

2.5.2. Provide a separate document entitled “List of Redacted Trade Secret and Exempt Information” which provides a succinct list of all trade secret and exempt information noted in your Bid; listed in the order it appears in your submittal documents, identified by Page #, Section #/Paragraph #, Title of Section/Paragraph, specific portions of text/illustrations; or in a manner otherwise sufficient to allow the State’s procurement personnel to determine the precise text/material subject to the notation. Additionally, this list must identify with each notation the specific basis for your position that the material be treated as exempt from disclosure and how the exempting the material complies with the Act.

2.5.3. Submit a redacted copy of any Bid response document (e.g. Scope of Work Response) with all trade secret and exempt information removed or blacked out. The redacted copy must be submitted electronically in the Supplier Attachments section of IPRO, with the word “redacted” in the file name.

Section 3 Evaluation & Award Procedures

3.1 Mandatory Submission Requirements

All Bids will be reviewed on a "pass" or "fail" basis to ensure compliance with all mandatory submission requirements. Bids determined by the State, at its sole discretion, to be responsive in this regard will proceed to the evaluation process outlined in this Section. Bids that do not meet the mandatory submission requirements will be deemed non-responsive, except as provided in Section 2.4.9. Mandatory submission requirements include, but are not limited to, the following:

3.1.1 The Bid was submitted prior to the specified Closing Date and Time.

3.1.2 The Bid complies with the submission instructions detailed in Section 2.4.

3.1.3 The Bid includes a fully completed and signed Submittal Form A.

3.1.4 The Bid includes all required Submittal Forms.

3.2 Mandatory Responsibility Requirements

The Bidder must meet the following requirements to be eligible for award:

3.2.1 The Bidder must be a current authorized distributor or the manufacturer of the products offered, as provided in Exhibit 3, Section 9.

3.2.2 The Bidder must be able to deliver to all ITD District locations identified in Exhibit 3, Section 5, within the timeframe required by Exhibit 3, Section 2.

3.2.3 The Bidder must be able to provide the technical support described in Exhibit 3, Section 8.3.

3.3 Clarification Discussions

The ITB Lead may, in the State’s sole discretion, perform clarification discussions with the Bidder(s) to verify and validate that the Bid will meet the needs of the Agency. At any time during this period, if it is discovered that the Bidder has not met a mandatory requirement, or has failed to adequately respond to an item below, the State may find the Bidder non-responsive.

3.3.1. The Bidder may be required to provide documentation to demonstrate its responsibility. Failure to provide the requested documentation may result in the Bidder being deemed non-responsible. IDAPA 38.05.01.81.

3.3.2. If requested, provide any additional documentation that may be requested, which may include a detailed project/work plan, testing and commissioning plan, training, change management plan, safety plan, staffing plan, operational plan, maintenance plans, warranties, bonding and insurance, background checks, etc.

3.3.3. The clarification discussion cannot materially alter the Bid. The State does not expect to negotiate any terms or conditions requested by the Bidder, unless they were submitted by the Bidder prior to the deadline for submitting questions (see Section 1.8), or they provide the State an opportunity to secure more advantageous terms or pricing.

3.4 Best-And-Final-Offer (BAFO)

The State reserves the right to request Best and Final Offers (BAFOs) from Bidders. If BAFOs are requested, the State will issue written instructions to the selected Bidders identifying the scope of the BAFO request and the deadline for submission. Bidders must not modify any aspect of their Bid except as specifically requested by the State. BAFO responses must be submitted in accordance with the instructions provided. Failure to submit a BAFO, if requested, may result in the Bidder’s original Bid being considered as its final offer.

3.5 Award

Award will be made to the responsive and responsible Bidder submitting the lowest Total Cost for all line items on Submittal Form B. The State intends to make a single award.

3.6 Resulting Contract

If the State awards Contract(s) from this solicitation, it will do so by issuing a Blanket Purchase Order (BPO) from the State’s ERP system (Luma). The State anticipates issuing a single contract from this solicitation, incorporating the Terms and Conditions, Scope of Work, General Requirements, Insurance Requirements, Pricing, and any additional documents from the solicitation.

EXHIBIT 1

Definitions This Exhibit defines terms used throughout this ITB and, where applicable, the resulting Contract. Terms defined in the Contract Terms and Conditions retain the meanings given there and are not redefined in this Exhibit. Terms not defined in this Exhibit or in the Contract Terms and Conditions have the meanings given in Idaho Code section 67-9203 and IDAPA 38.05.01, or their ordinary meaning. This Exhibit defines terms only and does not impose any requirement on the Bidder or the Contractor.

EXHIBIT 2

Background Information

1. About The Department / Agency ITD is responsible for the planning, construction, maintenance, and operation of Idaho’s state highway system, ensuring safe and efficient transportation infrastructure across the state. ITD oversees critical maintenance activities, including ice and snow removal utilizing CPS Products & Services to enhance public safety. The Division of Purchasing (DOP), on behalf of ITD, manages procurement processes to acquire equipment and services that support these objectives in compliance with Idaho Code and IDAPA regulations.

2. Background Information Idaho’s state transportation system consists of more than 12,200 miles (19,600 km) (lane miles) of roads, more than 1,800 bridges, approximately 1,630 miles (2,620 km) of rail lines, 126 public-use airports, and the Port of Lewiston. The agency is also responsible for 29 rest areas and 12 ports of entry. The entire system requires ice and snow removal activities.

3. Summary of Specifications The purpose of this solicitation is to procure a reliable supplier of CPS electronic spreader control, plow control, and hydraulic control components, accessories, and replacement parts used by ITD in winter road maintenance operations. The specific items being procured are identified by part number on Submittal Form B.

4. Objectives and Expectations The high-level objectives of this procurement are to secure a reliable, competitively priced source of replacement components for ITD's installed winter maintenance control equipment; to maintain equipment availability across all six ITD Districts throughout the winter season; and to obtain manufacturer-backed technical support and warranty coverage, ultimately supporting ITD's mission of safe and efficient transportation infrastructure maintenance.

5. Basis for Brand Name Restriction ITD’s winter maintenance fleet operates installed CPS and Cirus Controls control systems. The components procured under this Contract are replacement parts for that installed equipment and must be interoperable with it. Alternative-manufacturer components would require replacement of the installed systems rather than repair. Competition under this Solicitation is therefore among the Manufacturer's authorized distributors rather than among competing manufacturers.

EXHIBIT 3

General Requirements

The following provisions establish the contractual performance requirements applicable to the resulting contract. These requirements are mandatory and will be incorporated into the contract upon award. Bidders should carefully review each provision and ensure their bid reflects the ability to comply.

Note: In the event of conflict with the State’s Standard Terms and Conditions, or other terms, conditions or requirements contained in this ITB, the following provisions will take precedence:

1. Contract Term The resulting Contract will be a BPO. The term of this Contract will be for two (2) years, with the option to renew for two (2) additional two (2) year periods upon mutual, written agreement. The anticipated total Contract term is six (6) years.

2. Delivery

2.1. Deliveries must be made within thirty (30) calendar days ARO. The delivery location will be indicated on each Order. Delivery locations for each ITD District are provided in Section 5. Changes to delivery locations are governed by Section 5.

2.2. Deliveries must be made Monday through Friday between the hours of 8:00 AM and 4:00 PM Local Time of each ITD District. ITD Districts 1 and 2 are Pacific Time and ITD Districts 3 through 6 are Mountain Time. No deliveries will be accepted on weekends or State-recognized holidays (https://sos.idaho.gov/state-holidays/) unless otherwise coordinated and approved by the ITD District placing the order.

2.3. Deliveries must include a packing slip with the following information:

2.3.1. IPRO Contract number;

2.3.2. ITD District purchase/delivery order number;

2.3.3. Delivery location;

2.3.4. Product description; and

2.3.5. Quantity.

2.4. If, after Contract award, the Contractor becomes unable to deliver to any location identified in Section 5, the Contractor must notify the ITD Contract Monitor in writing within five (5) Business Days after becoming aware of the inability to deliver. The Contractor must coordinate with the ITD Contract Monitor to arrange an alternative delivery method at no additional cost to ITD. An inability to deliver does not relieve the Contractor of the requirements of this Section 2, and ITD may pursue the remedies provided in Section 2.5.

2.5. Failure to deliver within the required thirty (30) calendar day ARO timeline, unless a later delivery date is mutually agreed in writing by ITD, is a default under this Contract, subject to the notice and cure provisions of Article 1, Paragraph 1.4.2 of the Contract Terms and Conditions. For any late delivery, ITD may, at its sole discretion:

2.5.1. Reject the delivery and require redelivery at Contractor’s expense;

2.5.2. Terminate the affected delivery location or the entire Contract for default, or;

2.5.3. Pursue any other remedies available under the Contract Terms and Conditions.

3. Orders

3.1. Orders will be placed on an as needed basis by ITD via an ITD purchase order (Order).

3.2. The Contractor must confirm receipt of each Order and provide an estimated delivery date within forty-eight (48) hours after receiving the Order from ITD.

3.3. Each Order will indicate the quantity and Delivery Location.

4. Packaging All parts packaging must be clearly labeled with the part number and part description in English.

5. Locations ITD reserves the right to add or remove delivery locations within ITD District boundaries. ITD will provide courtesy notification of anticipated delivery location changes by email. Email notification does not itself modify this Contract. Any addition or removal of delivery locations becomes effective only upon an Amendment agreed to by the parties and executed by DOP.

ITD District 1 600 W. Prairie Ave.

Coeur d’Alene, ID 83814

ITD District 2 2600 Frontage Rd.

Lewiston, ID 83501 ITD District 3 8150 Chinden Blvd.

Boise, ID 83714

ITD District 4 63 W Hwy 26 Shoshone, ID 83352

ITD District 5 5151 South 5th Pocatello, ID 83204 ITD District 6 206 N. Yellowstone Rigby, ID 83442

6. Inspection And Acceptance The Contractor is not required to perform installation under this Contract; ITD personnel will install all Property delivered. Acceptance occurs as provided in the Acceptance provision of Article 2 of the Contract Terms and Conditions.

6.1. The receiving ITD District will inspect each delivery for quantity, part number accuracy, and visible damage. If the District identifies a shortage, an incorrect item, or a damaged item, it will notify the Contractor in writing within fourteen (14) calendar days after delivery.

6.2. Upon receipt of a notice under Section 6.1, the Contractor must replace or correct the item within fourteen (14) calendar days at no cost to ITD, including all return and replacement freight.

6.3. Acceptance of a delivery does not waive the warranty provided in Section 8 or the State's right to revoke acceptance under the Revocation of Acceptance provision of Article 2 of the Contract Terms and Conditions.

7. Training Upon ITD's request and at no additional cost, the Contractor must provide technical training to ITD personnel on the configuration, calibration, operation, and troubleshooting of the equipment supported by the Property provided under this Contract. Training must be delivered remotely, by webinar or equivalent, within thirty (30) calendar days of ITD's request, and may be requested up to four (4) times per Contract year. The Contractor must provide training materials in electronic form. On-site training is not included in this Contract and may not be ordered against it. If ITD requires on-site training, it must be acquired separately in accordance with applicable procurement requirements.

8. Warranty, Service, and Support

8.1. Warranty Period. In addition to the warranty provided in the Warranty provision of Article 2 of the Contract Terms and Conditions, the Contractor warrants each item of Property for a minimum of twelve (12) months from the date of Acceptance, or for the full manufacturer's warranty period, whichever is longer.

8.2. Warranty Claims. The Contractor must acknowledge a warranty claim within two (2) business days of receipt and must issue a Return Material Authorization (RMA), where one is required, within five (5) business days of the claim. The Contractor must ship a repaired or replacement item within thirty (30) calendar days after receiving the returned item. All freight costs associated with a warranty claim are the Contractor's responsibility.

8.3. Technical Support. The Contractor must provide telephone and email technical support to ITD personnel at no additional cost, available at a minimum Monday through Friday, 7:00 AM to 5:00 PM Mountain Time, excluding State-recognized holidays. The Contractor must respond to a support request within one (1) business day.

8.4. Support Contacts. The Contractor must provide, and keep current, the name, telephone number, and email address of its designated technical support contact and an escalation contact. The Contractor must notify the ITD Contract Monitor in writing within five (5) business days of any change to this information.

8.5. Firmware and Software Updates. The Contractor must make available to ITD, at no additional cost, all firmware and software updates, patches, and corrections released by the Manufacturer for the Property supplied under this Contract, together with release notes and installation instructions in electronic form, for the full term of this Contract including any renewal or extension. The Contractor must notify the ITD Contract Monitor within thirty (30) calendar days of the Manufacturer's release of any update that corrects a defect affecting safety or the functionality of installed equipment. Where installation of an update requires Manufacturer-provided tooling or a licensed utility, the Contractor must provide ITD access to that tooling at no additional cost. Nothing in this Section requires the Contractor to furnish a new or upgraded product in place of an item purchased under this Contract.

9. Authorized Distributor Status

9.1. The Contractor must maintain its status as an authorized distributor of the Manufacturer, or as the Manufacturer, for the full term of this Contract, including any renewal or extension.

9.2. The Contractor must notify the ITD Contract Monitor and DOP in writing within five (5) business days of any change to, suspension of, or termination of its authorized distributor status.

9.3. Loss of authorized distributor status is a material breach of this Contract. Upon receiving notice under Section 9.2, or otherwise learning of a loss of status, the State may exercise any remedy available under Article 1, Paragraph 1.4.3 of the Contract Terms and Conditions, including termination for default.

9.4. Upon request, but no more than once per Contract Year, the Contractor must furnish current written confirmation from the Manufacturer of its authorized distributor status.

10. Catalog Access and Price Verification

10.1. The Contractor must provide ITD electronic access to its current published catalog for the product categories included in this Contract, either through a publicly accessible website or by furnishing an electronic price list to the ITD Contract Monitor. The Contractor must furnish its current published catalog or price list, dated, in electronic form, within ten (10) business days after Contract execution, and thereafter at least annually and upon each change. The dated catalog or price list on file with the ITD Contract Monitor is the baseline against which the discount offered on Submittal Form B is applied.

10.2. Upon request, the Contractor must furnish documentation sufficient for ITD to verify that the applicable catalog and volume discounts offered on Submittal Form B were correctly applied to any item purchased under this Contract.

10.3. Catalog Items are priced at the Contractor's published catalog list price in effect on the Order date, less the catalog discount offered on Submittal Form B. Discounts offered on Submittal Form B are firm for the full term of this Contract, including any renewal or extension.

10.4. Increases to published catalog list prices affecting items available under this Contract are subject to Section 14 (Price Adjustment Clause). A decrease takes effect for ITD on the same day it takes effect for the Contractor. Any amount charged in excess of the price required by this Section will be credited or refunded to ITD.

10.5. Catalog Items within the product categories identified in Exhibit 4, Section 2.1 may be ordered against the resulting BPO without amendment, on a written quote confirmed by an ITD purchase order, and are subject to the same delivery, inspection and acceptance, warranty, support, and reporting requirements as Contract Items.

10.6. The quarterly usage report required by Section 12 must identify each line item as a Contract Item or a Catalog Item and must report Catalog Item spend separately.

11. Contract Monitoring

11.1. Contract Monitor. ITD will designate a Contract Monitor as the primary point of contact for day-to-day administration of this Contract. ITD will provide the Contract Monitor's name and contact information to the Contractor within ten (10) business days after Contract execution and will notify the Contractor in writing of any change.

11.2. Performance Review. The Contract Monitor will conduct a documented performance review at least annually and will provide the results to the Contractor and to DOP.

11.3. Corrective Action. If the Contractor's performance is deficient or does not comply with the requirements of this Contract, ITD may issue a written notice of deficiency. The Contractor must submit a written corrective action plan to the ITD Contract Monitor within ten (10) business days of the notice and must implement the approved plan within thirty (30) calendar days of ITD's written approval. Failure to submit or implement an approved corrective action plan is grounds for the remedies available to the State under Article 1, Paragraph 1.4.3 of the Contract Terms and Conditions, including termination for default.

12. Reporting Requirements

12.1. Quarterly Usage Report. Within fifteen (15) calendar days after the end of each State fiscal quarter, the Contractor must submit to the ITD Contract Monitor a report showing, for that quarter: each item ordered by part number and description; quantity ordered; unit price charged; extended cost; the ordering ITD District; and the Order date and delivery date for each Order.

12.2. Annual Summary Report. Within thirty (30) calendar days after the end of each Contract year, the Contractor must submit an annual summary report showing total spend by ITD District, total spend by part number.

12.3. Format. Reports must be submitted electronically in Microsoft Excel format, or in another format approved in writing by the ITD Contract Monitor.

12.4. Status. Reports required by this Section are deliverables under this Contract. Failure to submit a required report by its due date may result in the remedies available to the State under Article 1, Paragraph 1.4.3 of the Contract Terms and Conditions.

13. Billing Procedure The Contractor must submit a signed invoice for each Order no later than thirty (30) calendar days after delivery.

13.1. The Contractor must provide the following information with each invoice:

· BPO/Contract number and Agency PO number;

· Identification of billing period;

· Total amount billed for the billing period;

· Detailed description of products provided, including the part number, quantity, unit price, and extended price for each line item;

· Contact information for Contractor.

13.2. Invoices must be submitted to the following e-mail addresses:

ITD District 1 D1AP@itd.idaho.gov ITD District 2 D2AP@itd.idaho.gov ITD District 3 D3AP@itd.idaho.gov

ITD District 4 D4AP@itd.idaho.gov

ITD District 5 D5AP@itd.idaho.gov ITD District 6 D6AP@itd.idaho.gov

14. Price Adjustment Clause

14.1. A price adjustment may be considered after the first twelve (12) months of the initial term of the Contract, and every twelve (12) months thereafter. If a price increase is requested, it will be the responsibility of the Contractor to notify the State in writing at least sixty (60) calendar days in advance of the desired effective date and provide supporting documentation showing increases in the Manufacturer's published price list justifying the request. DOP will notify the Contractor whether the request is approved within thirty (30) calendar days of receipt of the request; and

14.2. If there is a decrease in the Manufacturer's published price list, Contractor must notify ITD immediately of the decrease and make the price decrease effective for ITD on the same day it becomes effective for the Contractor. If the State is not properly notified of price decreases, the pricing at the time of order will be used for invoice payment and the Contractor will provide refunds or credits as necessary.

15. Discounts Bidders may offer a catalog discount and a volume discount on Submittal Form B. These discounts will not be considered for bid evaluation. Any discount offered is binding for the full term of this Contract, including any renewal or extension. The catalog discount applies to Catalog Items. The volume discount applies to Contract Items and Catalog Items, is applied after any catalog discount at the dollar threshold and basis (per Order or per Contract Year) stated by the Bidder on Submittal Form B, and applies to the Order that meets the threshold and to Orders placed after it; where the Bidder states a threshold but no basis, the threshold applies per Order. A discount must be applied as a reduction to the invoice price or as a credit against amounts owed, and must not be remitted to the State by check or other payment. Each invoice applying a discount must state the discount percentage and the discount amount.

16. Records Maintenance The Contractor must maintain or supervise the maintenance of all records necessary to properly account for all payments made to the Contractor pursuant to the Contract. These records must be retained by the Contractor for at least three (3) years after the Contract terminates, or until all audits initiated within the three (3) years have been completed, whichever is later.

17. Audit Rights The Contractor agrees to allow State and Federal auditors and State purchasing staff access to all the records relating to this Contract, for audit, inspection, and monitoring of services or performance. Such access will be during normal business hours or by appointment.

EXHIBIT 4

Specifications

1. Specifications

1.1. The Manufacturer's part number identified for each line item on Submittal Form B constitutes the complete technical specification for that item. The Contractor must supply the exact item identified by that part number.

1.2. All Property supplied against an Order under this Contract must be:

1.2.1. Genuine product manufactured by or for CPS or Cirus Controls, supplied through the Manufacturer's authorized channel;

1.2.2. New, unused, not refurbished, not remanufactured, and not previously installed or demonstrated. This Subsection does not apply to an item furnished as a repair or replacement under a warranty claim, which is governed by Exhibit 3, Section 8.2;

1.2.3. Within the Manufacturer's current production inventory. A Manufacturer's designated successor item may be supplied in place of a superseded Contract Item only as approved under Section 3;

1.2.4. Supplied in the Manufacturer's original packaging, labeled as required by Exhibit 3, Section 4;

1.2.5. Shipped with current released firmware, where the item contains firmware; and

1.2.6. Compatible with ITD's existing installed equipment.

1.3. Gray-market, parallel-import, and counterfeit product is prohibited. Delivery of such product is a material breach of this Contract.

1.4. The Contractor must provide technical support and warranty service for all parts supplied under this Contract, as provided in Exhibit 3, Section 8.

2. Catalog Items

2.1. The Contractor must offer to the State its full catalog of CPS and Cirus Controls winter road maintenance control products, accessories, and replacement parts. All other catalog categories and items are excluded from the resulting Contract.

2.2. Bidders are not required to offer a discount. Any discount offered on Submittal Form B is governed by Exhibit 3, Section 15.

3. Product Substitutions

3.1. The Contractor must not substitute any product for a Contract Item without prior approval under this Section 3. The Contractor must notify the ITD Contract Monitor and DOP in writing within five (5) Business Days of learning that a Contract Item is unavailable, discontinued, or cannot be supplied. A delay or failure excused under Article 1, Paragraph 1.24 (Force Majeure) of the Contract Terms and Conditions does not relieve the Contractor of this notice requirement.

3.2. The notification must include:

3.2.1. The Contract Item part number and description, as listed on Submittal Form B;

3.2.2. The reason the item is unavailable;

3.2.3. The proposed substitute's part number, description, and specifications;

3.2.4. Written confirmation that the proposed substitute is the Manufacturer's designated replacement or successor for the Contract Item, meets or exceeds the form, fit, function, and performance of the Contract Item, and is compatible with ITD's existing installed equipment; and

3.2.5. The proposed unit price, which must not exceed the Contract price of the Contract Item it replaces.

3.3. Only the Manufacturer's designated replacement or successor will be considered. The ITD Contract Monitor will approve or reject each proposed substitute in writing. The Contractor must not ship a substitute before receiving that written approval. DOP will incorporate approved substitutions into the Contract by Amendment at least annually and upon each renewal, so that Submittal Form B reflects the Contract Items then in effect. Unauthorized substitution may be grounds for rejection of the delivery, non-payment of the invoice, and/or termination of the Contract for default.

EXHIBIT 5

Pre-Bid Conference Registration Form

There will be no pre-bid conference for ITB #1390.

EXHIBIT 6

Questions

Bidder Questions Form Instructions The following instructions must be followed when submitting questions using the Bidder Question form on the following page.

· Questions must be submitted using the Bidder Questions form on the following page and uploaded to the Q&A Forum section in IPRO. Questions submitted by any other method will not be accepted.

· Questions must be received by the deadline to submit questions in the Procurement Schedule (Section 1.2).

· Do not change the format, font, font style, or font colors.

· Do not identify your name or your company's name in your questions. References to Contract Item part numbers listed on Submittal Form B are permitted.

· Enter the ITB section number the question relates to in the "ITB Section" field (column 2). If the question is general and not related to a specific section, enter "General." If the question relates to an Exhibit or Submittal Form, enter its identifier (for example, "Exhibit 3" or "Submittal Form B") in column 2 and the page number in the "ITB Page" field (column 3).

· Do not enter text in the "Response" field (column 5). This field is for the State's use only.

· Proposed modifications or exceptions must be submitted on Exhibit 7, not on this form.

Bidder Questions ITB #1390 - Certified Power Solutions Products & Services

EXHIBIT 7

Contract Modifications and Exceptions

Instructions Complete this form and submit with your ITB submittal if you are proposing modifications or taking exception to any of the requirements, terms, or conditions included in the ITB, including any documents incorporated by reference (such as the Standard Contract Terms and Conditions.) See ITB Section 1.8 for a full explanation of the process surrounding vendor-proposed modifications and exceptions.

· All modifications and exceptions to the State’s Contract Terms and Conditions must be submitted using the Contract Modification and Exceptions form and upload the form into the Q&A Forum section within IPRO.

· All requested modifications and exceptions must be received by the deadline specified in the Procurement Schedule (Section 1.2).

· Bidders must specifically address any and all proposed modifications and exceptions.

· Blanket requests to negotiate requirements, terms, or conditions will not be considered.

· Do not identify your name, your company’s name, or product names of intellectual property in your questions.

· Bidders must provide an explanation as to why the requirement, term, or condition should be considered non-material. Bidder must also provide a reason for the proposed modification or alternative language, specifically addressing the issues itemized in ITB Section 1.8.1.

The determination of materiality will be made at the State’s sole discretion. Non-material modifications or exceptions may be negotiated with the apparent successful Bidder, at the discretion of the State, and as otherwise provided in ITB Section 1.8.3.

Modification & Exception Form ITB #1390 - Certified Power Solutions Products & Services

SUBMITTAL FORM A

Background, Declarations, & Certifications

All information requested in this Submittal Form is Mandatory.

Failure to complete or respond to each question, failure to sign this Form, and failure to submit this Form may result in your Bid being deemed non-responsive.

PROJECT INFORMATION

BIDDER INFORMATION

Company Name:

Company Address:

Tax Identification Number (EIN):

UEI Number:

☐ Limited Liability Corporation (LLC) ☐ Limited Liability Partnership ☐ Sole Proprietorship ☐ Other (specify)

CONTACT INFORMATION

Individual responsible for preparing this Bid, and who can be contacted for clarification on this Bid

Contact Name:

Title:

Email:

Telephone:

AMENDMENT ACKNOWLEDGEMENT

CONFLICT OF INTEREST

The Bidder must select an option below:

☐ The Bidder declares that there are potential, perceived, or actual conflicts of interest that may arise as a result of their response to this ITB and/or subsequent award of Contract. The Bidder must attach additional information to explain the conflicts.

CERTIFICATIONS

1) Is Bidder a legal entity with the legal right to contract?

☐ Yes ☐ No

2) Is Bidder in compliance with applicable equal employment regulations?

☐ Yes ☐ No

3) Does Bidder affirm that it is not currently suspended, debarred, or otherwise excluded from federal or state procurement and non-procurement programs? Note: vendor information is available at https://sam.gov

☐ Yes ☐ No

4) Does the Bidder affirm that the Bid will be firm and binding for ninety (90) calendar days from the Bid opening date?

☐ Yes ☐ No

6) The Bidder confirms that it has the financial strength to perform the services required under this ITB.

☐ Yes ☐ No

7) The Bidder confirms that they can provide financial information (records, documents, etc.) and financial statements (Balance Sheet, Income Statement, and Cash-Flow Statement), to the State upon request.

☐ Yes ☐ No

* Failure to answer, or answering “No” may be grounds for disqualification. Attach additional information on any subject where the Bidder responded “No” to a question above.

CONTRACT TERMS AND CONDITIONS

Important Note: Any modifications or exceptions to the Contract may be rejected by the State. Therefore, the Bidder is strongly encouraged to submit any proposed modifications or exceptions during the Q&A period (see Section 1.8).

* Failure to answer, or answering “No” may be grounds for disqualification. Complete the information below if you have responded “No” to the question above.

The Bidder must review Exhibit 7 for additional information…