ASSD TPK27-05 Force America.pdf

Columbus Service Center 4172 Fisher Road Columbus, Ohio 43228

(614) 351-4884 Fax: (614) 351-8336

(888) 449-0356

The Leading Innovator in Mobile Hydraulic Solutions

Columbus Service Center 4172 Fisher Road Columbus, Ohio 43228

(614) 351-4884

9/25/2026

Mr. Jason Croy, This letter is to advise that FORCE America, Inc., is the sole provider of the authentic FORCE America products that are quoted on QT-001-2102133-2 dated 9/23/2026.

Respectfully, Kyle Rokoskie Operations Manager FORCE America, Inc

S O L D

T O

S H I P

T O

109178

WEST VIRGINIA PARKWAY AUTHORITY

374 GEORGE STREET ATTN FRANK

MILLER

BECKLEY, WV 25801

USA

Expiration Date:

Customer Ref.:

Customer P/O:

Customer Contact:

Payment Terms:

Sales Rep:

FORCE America Distributing, LLC.

A subsidiary of FORCE America, Inc.

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

QUOTE

QT001-2102133-2

DATE

9/23/2026

PAGE

106403

WEST VIRGINIA PARKWAY AUTHORITY

PO BOX 1469

CHARLESTON, WV 25325

USA

FORCE AMERICA

DISTRIBUTING LLC

Site 114

4172 FISHER RD

COLUMBUS, OH 43228-1024

USA

Ship From:

N O T E S

Sales Quotation

10/3/2026

Credit Card Talbott, Theodore E

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1016071 Coupler, Granular Feedback Sensor, Rubber Strap, 1.25" Shaft (For use with Fb128 and FB512 sensors. Includes 1" adapter bushing)

1444A001

1 236.2500ea 236.25

1017728 Cable, M12, 4 Pos, Male x Female, 22awg, PUR, 10M (Dwg#3192)

54776A001

1 121.5900ea 121.59

1019556 Joystick Option, Patrol Commander Ultra, Single Axis, PB, FWD/BAK

JCB

1 459.9000ea 459.90

1019567 Joystick Option, Patrol Commander Ultra, Dual Axis, PB

JCF

1 459.9000ea 459.90

1039496

(CPN: 21145)

Temp/level Sender 158 Degree F 30 Gal With Slosh Shield Vt-35

S2-TSM10-L212-AC-DN-SS

1 269.5400ea 269.54

1044653 Gauge - SAE -4 - Stem Mount - 2.5" - 0-4000 PSI - FORCE Logo

25-901-SST-4000

1 51.3100ea 51.31

Continued

Archive Information

FORCE America Distributing, LLC.

A subsidiary of FORCE America, Inc.

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1045676

(CPN: 21153)

Proportional Flow Control - Spool - 2 Way - Normally Closed - 0-7 GPM - C12-2U - Manual Override - Pressure Compensated - 3000 PSI Max Operating Pressure - Buna - 308AA00045A

EFV2-66505E

1 373.7900ea 373.79

1045677

(CPN: 21155)

Proportional Flow Control - Spool - 2 Way - Normally Closed - 0-14 GPM - C12-2U - Manual Override - Pressure Compensated - 3000 PSI Max Operating Pressure - Buna - 308AA00046A

EFV2-66505F

1 373.7900ea 373.79

1048472 Bolt Kit - #10 FSV Spool Valve 1/4-20 X 1 SHCS (4 Pcs) flZnncL

C10703

1 6.1000ea 6.10

1058113

(CPN: 21141)

HP171 & HP3 Filter Element, 25 Micron Glass

(01E17025VG30EP)

300150

1 124.9000ea 124.90

1058121

(CPN: 21127)

Rep. 16 Mic. Glass Element For Tefb210 Filter 300677

300677

1 89.0800ea 89.08

1065212 Cable, Female M12, 4 Position CPC, 10M (For 5100 feedback sensor), U2-14488

14334A001

1 157.5000ea 157.50

1067943

(CPN: 21146)

5" Sight Gauge/Blue Thermometer - M-12 Mounting Bolts - Steel Guard w/Black Finish

F-LLG-5

1 21.7500ea 21.75

1090369 10 Micron Aqua-Zorb Element For SRF & TS Series Filter - Interchange Schroeder "K" Series

SRE-409-10-AZ

1 29.9200ea 29.92

1090492 10 Micron Synthetic Z-Glass Element For SRF & TS Series Filter - Interchange Schroeder "K" Series

ZSRE-409-10

1 56.0100ea 56.01

1103959 Coil - 12 VDC - Deutsch on 5" Leadwires -

MCSC012DCE06

6034442-002

1 81.2100ea 81.21

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1104691 Coil - 12 VDC - Din Connector - MCSC012DGE00

6034440-001

1 54.9700ea 54.97

1125394 Rev. A ARC Wireless Sensor with Display and Power Cable

ARC-WTS-DS-H2

1 864.0000ea 864.00

1125395 Rev. A ARC Wireless Sensor with Display, Power/Output Cable

ARC-WTS-DS-H1

1 904.0000ea 904.00

1161000 Kit, Valve Module, 20 Port, Standard Options 4, DIN (Includes 20 Port Module, Bracket, Mounting hardware, Harness) (CAN, FB1, FB2, AN2, IN1, IN2, IN3, REV, L10, R10, FB3, IN4, IN5)

6100-20P-STD4-DIN

1 2,488.5000ea 2,488.50

1161118 Harness, Ext, Adapter, 1100-5100 to 5100ex, 4FT

1161118

1 330.7500ea 330.75

1161119 Kit, Retrofit, 1100-5100 to 5100ex

RETROFIT-5100EX

1 2,031.7500ea 2,031.75

1175573 VDM-10 G2A, 4W Cylinder Spool 21 GPM, Lever Override (A-Side), Stroke Stop, 3000 PSI, 12 VDC, Deutsch DT04-2P

VDM-10A-A0-021-M-C-S-A-12H

1 1,161.3400ea 1,161.34

1175577 VDM-10 G2A, 4W Motor Spool 14 GPM, Lever Override (A-Side), Stroke Stop, 3000 PSI, 12 VDC, Deutsch

DT04-2P

VDM-10A-C0-014-M-C-S-A-12H

1 1,161.3400ea 1,161.34

1175610 VDM-12 G2A, 4W Cylinder Spool 40 GPM, Lever Override (A-Side), Stroke Stop, 3000 PSI, 12 VDC, Deutsch DT04-2P

VDM-12A-A0-040-M-C-S-A-12H

1 1,443.3500ea 1,443.35

1178830 Kit, VDM Gen2 EPRV, G2A, 90° Connector, 12V Deutsch

EPRV-12HA

1 98.8400ea 98.84

1179565 Kit, Valve Module, 20 Port, Standard Options 2, DT (Includes 20 Port Module, Bracket, Mounting hardware, Harness) (CAN, FB1, FB2, AN2, IN1, IN2, IN3, REV)

6100-20P-STD2-DT

1 2,110.5000ea 2,110.50

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1181359 Sensor, Granular Feedback, FA512, M12

1181359

1 567.0000ea 567.00

1191801 Assembly, Spreader Control, 5100ex, Gen 2 (FW ver 2.1)

1191801

1 1,102.5000ea 1,102.50

1206481 Kit, Granular Feedback, FA512, All Spreaders (Includes sensor, coupler, 2 meter cable, 10 meter cable, dust caps, M12 bulkhead)

FBK-GRAN-512-ALL

1 756.0000ea 756.00

1212126 2" Male X 1-1/4" Female NPT - 23 GPM - 100 Mesh - 3 psi Bypass - Zinc Plated - Steel Bushing Suction Strainer

TFS-1220-0-3-LDI

1 39.1400ea 39.14

1255445 Rev. A Assembly, Tank/Lid, FORCE One, PC

VT-FORCE-ONE-PC

1 2,475.0000ea 2,475.00

1083225 Coil - 12 VDC - 18 Watt - Dual Leadwires

CAS012L

1 57.0700ea 57.07

1016852 Kit, 5100ex, 3F, DIN (AUG, SPN, PRE)

CSI - 5100EX-3F-DIN

1 2,063.2500ea 2,063.25

1039494

(CPN: 21126)

Temp/level Sender Vt15 158deg 3" Long Temp 4" Long Lvl 6.5tl

S2-TSM03-L204-AC-DN-SS

1 266.1900ea 266.19

1012352

(CPN: 21128)

Assy, D03 Float Center, 3P4W with Weatherpack - Tower Half, made from DSG-01-3C4-D12-70912-FA

9665A012

1 395.0000ea 395.00

1017778

(CPN: 21131)

Joystick, Proportional, Single Axis, Dual Ref, PB, JC2000 (Jc2000-T-X-Pnooo-25-S3-1-N-S)

54822A001

1 409.5000ea 409.50

1017780

(CPN: 21132)

Joystick, Proportional, Dual Axis, Dual Ref, PB, JC2000

(JC2000-T-XY-PNPNO-25-S3-S-P-S)

54824A001

1 409.5000ea 409.50

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1258134 Assy, AAF2010 4-Way Section, D03, 12 VDC Deutsch

9862A001-12H

1 655.5800ea 655.58

1018766

(CPN: 21136)

Assembly, PCB, 9 Axis Driver, Gen 2, Ultra

94065A001

1 866.2500ea 866.25

1018769

(CPN: 21135)

Assembly, PCB, Transmitter CAN, Gen 2, Patrol Commander

CSI - 94066A001

1 346.5000ea 346.50

1058163 Watersorp Filter Element Tef310 330308

330308

1 143.8700ea 143.87

1048485

(CPN: 21143)

Coil - 12 VDC - Din Connector

CSI - C10903

1 133.1700ea 133.17

1067943

(CPN: 21146)

5" Sight Gauge/Blue Thermometer - M-12 Mounting Bolts - Steel Guard w/Black Finish

F-LLG-5

1 21.7500ea 21.75

1012502

(CPN: 21148)

VDM #12 4W3P, Closed, 40 GPM, A-Side Actuator, VDM-12E-A40-M-C-S

CSI - C10241

1 852.9600ea 852.96

1012607

(CPN: 21149)

#10 VDM Assy Cyl Spool 10 Degree A-Bonnet B-Spring Center Stroke Stops

CSI - C10731

1 576.5200ea 576.52

1012612

(CPN: 21150)

#10 VDM Assy Mtr (Bleeder) Spool 19 Degree A-Manual Actuator B-Spring Center Stroke Stops

CSI - C10736

1 683.4300ea 683.43

1012580

(CPN: 21151)

#10 VDM Assy Cyl Spool 19 Degree A-Manual Actuator B-Spring Center Stroke Stops

CSI - C10623

1 576.5200ea 576.52

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1012532

(CPN: 21152)

Assy - Proportional Pilot Control Valve - 12 VDC

CSI - C10436

1 683.4300ea 683.43

1015803

(CPN: 21154)

Cable, Male M12, 3 Position Female WP, 2M, U2-33836

14185A001

1 92.6100ea 92.61

1065093 5100 Garmin GPS Sensor W/16’ Cable Speed Sensor 01738

1645X007

1 614.7800ea 614.78

1058164

(CPN: 21161)

AE7050P Visual Electrical Indicator At 73 Psi. (315059)

315059

1 278.2600ea 278.26

1012044

(CPN: 21162)

Assy - Pump Shut-off Valve w/ Relief

9172A001

1 499.7000ea 499.70

1045905 Solenoid Valve - Spool - 4 Way 2 Position - Port 3 and 2 Blocked / Port 1 to 4 Normally Open C-10-4 - 3000 PSI Max Operating Pressure - Buna - 889682

SV4-10-4-0-00

1 65.1200ea 65.12

1012797 Sub Assembly Replacement Kit for #10 Actuator with Stroke Stops with Gear Rack and SHCS

CSI - C11237

1 169.8300ea 169.83

1012800 Assy - #12 VDM Actuator Kit

C11240

1 303.8200ea 303.82

1045893 Solenoid Valve - Poppet - 2 Way 2 Position - Normally Closed - C-10-2 - Free Reverse Flow - 3000 PSI Max Operating Pressure - Buna - 565536

SV3-10-C-0-00

1 62.4300ea 62.43

1017657 Switch, Rocker, Cherry/Lamb/ESW, SPDT (C), (ON)-OFF-(ON) (No text on switch)

54708A001

1 8.8200ea 8.82

1015317 Rev. E Cable Ext IO Serial Ix201/301/302/403 2260006, PreCise

2260006

1 88.0000ea 88.00

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1015318 Cable, External, I/O Breakout, PreCise

2260007

1 56.7000ea 56.70

1015316 Cable - Ext - Power - 15’ Ix201/301/302/403

2260005

1 35.9100ea 35.91

1017728 Cable, M12, 4 Pos, Male x Female, 22awg, PUR, 10M (Dwg#3192)

54776A001

1 121.5900ea 121.59

1017749 Bulkhead, M12, Panel Mount, Male to Female

54795A001

1 56.7000ea 56.70

1017568 Cable, M12, 4 Pos, Male x Female, 22awg, PUR, 2M (Dwg#3210)

54628A001

1 66.1500ea 66.15

1125394 Rev. A ARC Wireless Sensor with Display and Power Cable

ARC-WTS-DS-H2

1 864.0000ea 864.00

1090492 10 Micron Synthetic Z-Glass Element For SRF & TS Series Filter - Interchange Schroeder "K" Series

ZSRE-409-10

1 56.0100ea 56.01

1067914 Filler Breather - 40 Micron - 3" SS Basket 30 Mesh - Chrome Steel Cap

57XL-40

1 27.8900ea 27.89

1016733 Harness, 5100, Feedbacks, GSPD, Inputs (Squid Harness) (Dwg#2220)

CSI - 1961A001

1 567.0000ea 567.00

8633 Eagle Creek Pkwy Savage, MN 55378

(952) 707-1300

Sales Quotation

QUOTE #:

CUSTOMER:

DATE:

PAGE:

QT001-2102133-2

106403 9/23/2026

PRODUCT / DESCRIPTION QTY PRICEU/M EXTENSION

1101240 Harness, Ext, 7 Bank, DIN, LED

CSI - 7B-DIN-LED

1 945.0000ea 945.00

1065212 Cable, Female M12, 4 Position CPC, 10M (For 5100 feedback sensor), U2-14488

14334A001

1 157.5000ea 157.50 w w w . f o r c e a m e r i c a . c o m

CHARGES:

TAX:

QUOTE TOTAL:

Prices & Lead Times & Delivery Dates Are Based Upon Current Information And Are Subject to Change Unless Otherwise Noted, Prices Do Not Include Freight

Accepted By:

Date:

$0.00 $0.00

$34,779.83

Questions about your order? Contact us by phone at 888-449-0356 or email us at columbus@forceamerica.com

MERCHANDISE TOTAL: $34,779.83

Revised: 02/26

GENERAL TERMS AND CONDITIONS:

1. CONTRACTUAL AGREEMENT: Issuance of an Award Document signed by the Purchasing Department Director and, if applicable, approved as to form by the Executive Director, and the West Virginia Parkways Authority Board constitutes acceptance of this Contract made by and between West Virginia Parkways Authority and the Vendor. Vendor’s signature on its bid signifies Vendor’s agreement to be bound by and accept the terms and conditions contained in this Contract.

2. DEFINITIONS: As used in this Solicitation / Contract, the following terms shall have the meanings attributed to them below. Additional definitions may be found in the specifications included with this Solicitation / Contract.

2.1 “Contract” means the binding agreement that is entered into between the West Virginia Parkways Authority and the Vendor to provide the goods and services requested in the Solicitation.

2.2 “Director” means the Director of West Virginia Parkways Authority, Purchasing Department.

2.3 “Purchasing Department” means the West Virginia Parkways Authority, Purchasing Department.

2.4 “Purchase Order” means the document signed by the West Virginia Parkways Authority, that identifies the Vendor as the Contract holder.

2.5 “Solicitation” means the official notice of an opportunity to supply the Purchasing Department with goods or services and includes any Request for Quotes, Request for Proposals, or Expression of Interest (EOI), as applicable.

2.6 “State" means the State of West Virginia and/or any of its agencies, commissions, boards, etc.

as context requires.

2.7 “Vendor” or “Vendors” means any entity submitting a bid in response to the Solicitation, the entity that has been selected as the successful bidder, or the entity that has been awarded the Contract as context requires.

2.8 “WVPA” means the West Virginia Parkways Authority.

3. CONTRACT TERM; RENEWAL; EXTENSION: The term of this Contract shall be determined in accordance with the category that has been identified as applicable to this Contract below:

[___] Term Contract

Initial Contract Term: This Contract becomes effective on the effective start date listed on the first page of this Contract and extends for a period of [____] year(s).

Renewal Term: This Contract may be renewed upon the mutual written consent of the West Virginia Parkways Authority, and the Vendor, with approval of the Purchasing Department.

Any request for renewal must be submitted to the Purchasing Department Director thirty (30) days prior to the expiration date of the initial contract term or appropriate renewal term. A Contract renewal shall be in accordance with the terms and conditions of the original contract. Renewal of this Contract is limited to [____] successive one (1) year periods.

Automatic renewal of this Contract is prohibited.

Reasonable Time Extension: At the sole discretion of the Purchasing Department Director, this Contract may be extended for a reasonable time after the initial Contract term or after any renewal term as may be necessary to obtain a new contract or renew this Contract. Any reasonable time extension shall not exceed twelve (12) months. Vendor may avoid a reasonable time extension by providing the Purchasing Department Director with written notice of Vendor’s desire to terminate this Contract 30 days prior to the expiration of the then current term. During any reasonable time extension period, the Vendor may terminate this Contract for any reason upon giving the Purchasing Department Director 30 days written notice. Automatic extension of this Contract is prohibited.

Delivery Order Limitations: In the event that this contract permits delivery orders, a delivery order may only be issued during the time this Contract is in effect. Any delivery order issued within one year of the expiration of this Contract shall be effective for one year from the date the delivery order is issued. No delivery order may be extended beyond one year after this Contract has expired.

[___] Fixed Period Contract: This Contract becomes effective upon Vendor’s receipt of the notice to proceed and must be completed between ___ excluding weekends and Holidays.

[___] Fixed Period Contract with Renewals: This Contract becomes effective upon Vendor’s receipt of the notice to proceed and part of the Contract more fully described in the attached specifications must be completed within [___ _] days. Upon completion, the vendor agrees that maintenance, monitoring, or warranty services will be provided for [____] successive one-year periods or multiple periods of less than one year provided that the multiple renewal periods do not exceed [____ ] months in total.

[___] One Time Purchase: The term of this Contract shall run from the issuance of the Award Document until all of the goods contracted for have been delivered, but in no event will this contract extend for more than one fiscal year.

[___] Construction/Project Oversight: This Contract becomes effective on the “effective start date” listed on the first page of the contract cover page and continues until the project for which the vendor is providing oversight is complete.

[___] Other: See attached.

4. NOTICE TO PROCEED: Vendor shall begin performance of this Contract immediately upon receiving the notice to proceed unless otherwise instructed by the West Virginia Parkways Authority.

Unless otherwise specified, the fully executed Award Document will be considered the notice to proceed.

5. QUANTITIES: The quantities required under this Contract shall be determined in accordance with the category that has been identified as applicable to this Contract below.

[__] Open End Contract: Quantities listed in this Solicitation are approximations only, based on estimates supplied by the West Virginia Parkways Authority. It is understood and agreed that the Contract shall cover the quantities actually ordered for delivery during the term of the Contract, whether more or less than the quantities shown.

[_ ] Service: The scope of the service to be provided will be more clearly defined in the specifications included herewith.

[ ] Combined Service and Goods: The scope of the service and deliverable goods to be provided will be more clearly defined in the specifications included herewith.

[ ] One Time Purchase: This Contract is for the purchase of a set quantity of goods that are identified in the specifications included herewith. Once those items have been delivered, no additional goods may be procured under this Contract without an appropriate change order approved by the Vendor, Purchasing Department, and, if applicable, the Executive Director and/or West Virginia Parkways Authority Board.

[ ] Construction: This Contract is for a construction activity more fully defined in the specifications.

6. PRICING: The pricing set forth herein is firm for the life of the Contract, unless specified elsewhere within this Solicitation/Contract by the West Virginia Parkways Authority. A Vendor’s inclusion of price adjustment provisions in its bid, without an express authorization from the West Virginia Parkways Authority in the Solicitation to do so, may result in bid disqualification.

7. EMERGENCY PURCHASES: The Purchasing Department Director may authorize the purchase goods or services in the open market that Vendor would otherwise provide under this Contract if those goods or services are for immediate or expedited delivery in an emergency. Emergencies shall include, but are not limited to, delays in transportation or an unanticipated increase in the volume of work. An emergency purchase in the open market, approved by the Purchasing Department Director, shall not constitute a breach of this Contract and shall not entitle the Vendor to any form of compensation or damages. This provision does not excuse the West Virginia Parkways Authority from fulfilling its obligations under a One Time Purchase contract.

8. REQUIRED DOCUMENTS: All of the items checked below must be provided to the Purchasing

Department by the Vendor as specified below.

[ ] BID BOND: All Vendors shall furnish a bid bond in the amount of five percent (5%) of the total amount of the bid protecting the West Virginia Parkways Authority. The bid bond must be submitted with the bid. See Exhibit B.

[ ] PERFORMANCE BOND: The apparent successful Vendor shall provide a performance bond in the amount of 100% of the Contract value. The performance bond must be issued and received by the Purchasing Department prior to Contract award. On construction contracts, the performance bond must be 100% of the Contract value. See Exhibit C.

[ ] LABOR/MATERIAL PAYMENT BOND: The apparent successful Vendor shall provide a labor/material payment bond in the amount of 100% of the Contract value. The labor/material payment bond must be issued and delivered to the Purchasing Department prior to Contract award.

[ ] MAINTENANCE BOND: The apparent successful Vendor shall provide a two (2) year maintenance bond covering the roofing system. The maintenance bond must be issued and delivered to the Purchasing Department prior to Contract award.

[ ] WORKERS’ COMPENSATION INSURANCE: The apparent successful Vendor shall have appropriate workers’ compensation insurance and shall provide proof thereof upon request.

[ ] INSURANCE: The apparent successful Vendor shall furnish proof of the following insurance prior to Contract award:

[ _ ] Commercial General Liability Insurance: The apparent successful vendor’s Commercial General Liability Policy shall contain at a minimum, Contractual liability and Products/Completed Operations Liability which must meet or exceed the following limits: Bodily Injury of $1,000,000.00 per person, $1,000,000.00 per occurrence; Property Damage of at least $1,000,000.00 per occurrence;

Bodily Injury/Property Damage of at least $2,000,000.00 combined single limit.

[ ] Builders Risk Insurance: builders’ risk – all risk insurance in an amount equal to 100% of the amount of the Contract.

[ _ ] Comprehensive Automobile Liability Insurance: The apparent successful vendor shall have and maintain at a minimum, during the life of this contract, Comprehensive Automobile Liability, including non-owned and hired vehicle, of at least $1,000,000.00 per person, $1,000,000.00 per occurrence; property damage of at least $1,000,000.00 per occurrence, or bodily injury/property damage of at least $2,000,000.00 combined single limit.

[ _ ] Professional Liability/Errors and Omission Coverage: The apparent successful vendor shall have and maintain at a minimum, during the life of this contract Professional Liability/Errors and Omission Coverage of $1,000,000.00 per occurrence, $3,000,000.00 aggregate.

[ ] Other:

The apparent successful Vendor shall also furnish proof of any additional insurance requirements contained in the specifications prior to Contract award regardless of whether or not that insurance requirement is listed above.

[ ] LICENSE(S) / CERTIFICATIONS: In addition to anything required under the Section entitled Licensing, of the General Terms and Conditions, the apparent successful Vendor shall furnish proof of the following licenses prior to Contract award, in a form acceptable to the Purchasing Department.

[ ] Valid WV Contractors license

The apparent successful Vendor shall also furnish proof of any additional licenses or certifications contained in the specifications prior to Contract award regardless of whether or not that requirement is listed above.

9. LITIGATION BOND: The Director reserves the right to require any Vendor that files a protest of an award to submit a litigation bond in the amount equal to one percent of the lowest bid submitted or $5,000, whichever is greater. The entire amount of the bond shall be forfeited if the hearing officer determines that the protest was filed for frivolous or improper purpose, including but not limited to, the purpose of harassing, causing unnecessary delay, or needless expense for the West Virginia Parkways Authority. All litigation bonds shall be made payable to the Purchasing Department. In lieu of a bond, the protester may submit a cashier’s check or certified check payable to the Purchasing Department.

Cashier’s or certified checks will be deposited with and held by the West Virginia Parkways Authority.

If it is determined that the protest has not been filed for frivolous or improper purpose, the bond or deposit shall be returned in its entirety.

10. ALTERNATES: Any model, brand, or specification listed herein establishes the acceptable level of quality only and is not intended to reflect a preference for, or in any way favor, a particular brand or vendor. Vendors may bid alternates to a listed model or brand provided that the alternate is at least equal to the model or brand and complies with the required specifications. The equality of any alternate being bid shall be determined by the West Virginia Parkways Authority at its sole discretion. Any Vendor bidding an alternate model or brand should clearly identify the alternate items in its bid and should include manufacturer’s specifications, industry literature, and/or any other relevant documentation demonstrating the equality of the alternate items. Failure to provide information for alternate items may be grounds for rejection of a Vendor’s bid.

11. EXCEPTIONS AND CLARIFICATIONS: The Solicitation contains the specifications that shall form the basis of a contractual agreement. Vendor shall clearly mark any exceptions, clarifications, or other proposed modifications in its bid. Exceptions to clarifications of, or modifications of a requirement or term and condition of the Solicitation may result in bid disqualification.

12. LIQUIDATED DAMAGES: Vendor shall pay liquidated damages in the amount of ___% of the contract total, assessed daily, for each calendar day beyond the contract delivery date of __________.

This clause shall in no way be considered exclusive and shall not limit the West Virginia Parkways Authority’s right to pursue any other available remedy.

13. ACCEPTANCE/REJECTION: The West Virginia Parkways Authority may accept or reject any bid in whole or in part. Vendor’s signature on its bid signifies acceptance of the terms and conditions contained in the Solicitation and Vendor agrees to be bound by the terms of the Contract, as reflected in the Purchase Order, upon receipt.

14. REGISTRATION: Prior to Contract award, the apparent successful Vendor must be properly registered and in good standing with the West Virginia Purchasing Division.

15. COMMUNICATION LIMITATIONS: Communication with the West Virginia Parkways Authority or any of its employees regarding this Solicitation during the solicitation, bid, evaluation or award periods, except through its Purchasing Department, is strictly prohibited without prior Purchasing Department approval. Purchasing Department approval for such communication is implied for all exempt purchases.

16. FUNDING: This Contract shall continue for the term stated herein, contingent upon funds being appropriated by the West Virginia Parkways Authority or otherwise being made available. In the event funds are not appropriated or otherwise made available, this Contract becomes void and of no effect beginning on July 1 of the fiscal year for which funding has not been appropriated or otherwise made available.

17. PAYMENT: Payment in advance is prohibited under this Contract. Payment may only be made after the delivery and acceptance of goods or services. The Vendor shall submit invoices, in arrears, to the West Virginia Parkways Authority at the address on the face of the purchase order labeled “Invoice To.”

18. UNIT PRICE: Unit prices shall prevail in cases of a discrepancy in the Vendor’s bid.

19. DELIVERY: All quotations are considered freight on board destination (“F.O.B. destination”) unless alternate shipping terms are clearly identified in the bid. Vendor’s listing of shipping terms that contradict the shipping terms expressly required by this Solicitation may result in bid disqualification.

20. INTEREST: Interest attributable to late payment will only be permitted if authorized by the West Virginia Code. Presently, there is no provision in the law for interest on late payments.

21. TAXES: The Vendor shall pay any applicable sales, use, personal property or any other taxes arising out of this Contract and the transactions contemplated thereby. The West Virginia Parkways Authority is exempt from federal and state taxes and will not pay or reimburse such taxes.

22. CANCELLATION: The Purchasing Department Director reserves the right to cancel this Contract immediately upon written notice to the vendor if the materials or workmanship supplied do not conform to the specifications contained in the Contract.

23. WAIVER OF MINOR IRREGULARITIES: The Director reserves the right to waive minor irregularities in bids or specifications.

24. TIME: Time is of the essence with regard to all matters of time and performance in this Contract.

25. APPLICABLE LAW: This Contract is governed by and interpreted under West Virginia law without giving effect to its choice of law principles. Any information provided in specification manuals, or any other source, verbal or written, which contradicts or violates the West Virginia Constitution, West Virginia Code, West Virginia Code of State Rules or the applicable policies of the West Virginia Parkways Authority is void and of no effect.

26. COMPLIANCE: Vendor shall comply with all applicable federal, state, and local laws, regulations and ordinances. By submitting a bid, Vendors acknowledge that they have reviewed, understand, and will comply with all applicable law.

27. HIPAA BUSINESS ASSOCIATE ADDENDUM: The West Virginia State Government HIPAA Business Associate Addendum (BAA), approved by the Attorney General, is available online at https:// www.state.wv.us/admin/purchase/VRC/hipaa.html and is hereby made a part of the agreement. This is only applicable should the solicitation contain a requirement concerning the process of protected health information and are considered to be a business associate. (see 45 CFR &160.103).

28. ARBITRATION: Any references made to arbitration contained in this Contract, Vendor’s bid, or in any American Institute of Architects documents pertaining to this Contract are hereby deleted, void, and of no effect.

29. MODIFICATIONS: This writing is the parties’ final expression of intent. Notwithstanding anything contained in this Contract to the contrary, no modification of this Contract shall be binding without mutual written consent of the West Virginia Parkways Authority, and the Vendor, with approval of the Purchasing Department. No Change shall be implemented by the Vendor until such time as the Vendor receives an approved written change order from the Purchasing Department.

30. WAIVER: The failure of either party to insist upon a strict performance of any of the terms or provision of this Contract, or to exercise any option, right, or remedy herein contained, shall not be construed as a waiver or a relinquishment for the future of such term, provision, option, right, or remedy, but the same shall continue in remain in full force and effect. Any waiver must be expressly stated in writing and signed by the waiving party.

31. SUBSEQUENT FORMS: The terms and conditions contained in this Contract shall supersede any and all subsequent terms and conditions which may appear on any form documents submitted by Vendor to the West Virginia Parkways Authority or Purchasing Department such as price lists, order forms, invoices, sales agreements, or maintenance agreements, and includes internet websites or other electronic documents. Acceptance or use of Vendor’s forms does not constitute acceptance of the terms and conditions contained thereon.

32. ASSIGNMENT: Neither this Contract nor any monies due, or to become due hereunder, may be assigned by the Vendor without the express written consent of the Purchasing Department, or if applicable, the Executive Director and/or the West Virginia Parkways Authority Board, and any office that may be required to approve such assignments. Notwithstanding the foregoing, Purchasing Department approval may or may not be required on certain exempt purchases.

33. WARRANTY: The Vendor expressly warrants that the goods and/or services covered by this Contract will: (a) conform to the specifications, drawings, samples, or other description furnished or specified by the West Virginia Parkways Authority; (b) be merchantable and fit for the purpose intended; and (c) be free from defect in material and workmanship.

https://www.state.wv.us/admin/purchase/VRC/hipaa.html

34. WEST VIRGINIA PARKWAYS AUTHORITY EMPLOYEES: West Virginia Parkways Authority employees are not permitted to utilize this Contract for personal use and the Vendor is prohibited from permitting or facilitating the same.

35. BANKRUPTCY: In the event the Vendor files for bankruptcy protection, the West Virginia Parkways Authority may deem this Contract null and void, and terminate this Contract without notice.

36. CONFIDENTIALITY: The Vendor agrees that it will not disclose to anyone, directly or indirectly, any such personally identifiable information or other confidential information gained from the West Virginia Parkways Authority, unless the individual who is the subject of the information consents to the disclosure in writing or the disclosure is made pursuant to the West Virginia Parkways Authority’s policies, procedures, and rules.

37. DISCLOSURE: Vendor’s response to the Solicitation and the resulting Contract are considered public documents and will be disclosed to the public in accordance with the laws, rules, and policies governing the West Virginia Parkways Authority Purchasing Department. Those laws include, but are not limited to, the Freedom of Information Act found in West Virginia Code § 29B-1-1 et seq.

If a Vendor considers any part of its bid to be exempt from public disclosure, Vendor must so indicate by specifically identifying the exempt information, identifying the exemption that applies, providing a detailed justification for the exemption, segregating the exempt information from the general bid information, and submitting the exempt information as part of its bid but in a segregated and clearly identifiable format. Failure to comply with the foregoing requirements will result in public disclosure of the Vendor’s bid without further notice. A Vendor’s act of marking all or nearly all of its bid as exempt is not sufficient to avoid disclosure and WILL NOT BE HONORED. Vendor’s act of marking a bid or any part thereof as “confidential” or “proprietary” is not sufficient to avoid disclosure and WILL NOT BE HONORED. In addition, a legend or other statement indicating that all or substantially all of the bid is exempt from disclosure is not sufficient to avoid disclosure and WILL NOT BE HONORED.

Vendor will be required to defend any claimed exemption for nondisclosure in the event of an administrative or judicial challenge to the State’s nondisclosure. Vendor must indemnify the West Virginia Parkways Authority for any costs incurred related to any exemptions claimed by Vendor.

Any questions regarding the applicability of the various public records laws should be addressed to your own legal counsel prior to bid submission.

38. LICENSING: Vendor must be licensed and in good standing in accordance with any and all state and local laws and requirements by any state or local agency of West Virginia, including, but not limited to, the West Virginia Tax Department, West Virginia Insurance Commission, or any other state agency or political subdivision. Upon request, the Vendor must provide all necessary releases to obtain information to enable the Purchasing Department Director or the West Virginia Parkways Authority to verify that the Vendor is licensed and in good standing with the above entities.

39. ANTITRUST: In submitting a bid to, signing a contract with, or accepting a Purchase Order from the West Virginia Parkways Authority, the Vendor agrees to convey, sell, assign, or transfer to the West Virginia Parkways Authority all rights, title, and interest in and to all causes of action it may now or hereafter acquire under the antitrust laws of the United States and the State of West Virginia for price fixing and/or unreasonable restraints of trade relating to the particular commodities or services purchased or acquired by the West Virginia Parkways Authority. Such assignment shall be made and become effective at the time the purchasing agency tenders the initial payment to Vendor.

40. VENDOR CERTIFICATIONS: By signing its bid or entering into this Contract, Vendor certifies (1) that its bid or offer was made without prior understanding, agreement, or connection with any corporation, firm, limited liability company, partnership, person or entity submitting a bid or offer for the same material, supplies, equipment or services; (2) that its bid or offer is in all respects fair and without collusion or fraud; (3) that this Contract is accepted or entered into without any prior understanding, agreement, or connection to any other entity that could be considered a violation of law;

and (4) that it has reviewed this Solicitation in its entirety; understands the requirements, terms and conditions, and other information contained herein. Vendor’s signature on its bid or offer also affirms that neither it nor its representatives have any interest, nor shall acquire any interest, direct or indirect, which would compromise the performance of its services hereunder. Any such interests shall be promptly presented in detail to the West Virginia Parkways Authority.

The individual signing this bid on behalf of Vendor certifies that he or she is authorized by the Vendor to execute this bid or any documents related thereto on Vendor’s behalf; that he or she is authorized to bind the Vendor in a contractual relationship; and that, to the best of his or her knowledge, the Vendor has properly registered with any State agency that may require registration.

41. PURCHASING CARD ACCEPTANCE: The West Virginia Parkways Authority currently utilizes a Purchasing Card program, administered under contract by a banking institution, to process payment for goods and services. Unless otherwise indicated below, the Vendor must accept the West Virginia Parkways Authority’s Purchasing Card for payment of all orders under this Contract.

[ ] Vendor is not required to accept the West Virginia Parkways Authority’s Purchasing Card as payment for all goods and services

42. VENDOR RELATIONSHIP: The relationship of the Vendor to the West Virginia Parkways Authority shall be that of an independent contractor and no principal-agent relationship or employer-employee relationship is contemplated or created by this Contract. The Vendor as an independent contractor is solely liable for the acts and omissions of its employees and agents. Vendor shall be responsible for selecting, supervising, and compensating any and all individuals employed pursuant to the terms of this Solicitation and resulting contract. Neither the Vendor, nor any employees or subcontractors of the Vendor, shall be deemed to be employees of the West Virginia Parkways Authority for any purpose whatsoever. Vendor shall be exclusively responsible for payment of employees and contractors for all wages and salaries, taxes, withholding payments, penalties, fees, fringe benefits, professional liability insurance premiums, contributions to insurance and pension, or other deferred compensation plans, including but not limited to, Workers’ Compensation and Social Security obligations, licensing fees, etc. and the filing of all necessary documents, forms and returns pertinent to all of the foregoing. Vendor shall hold harmless the West Virginia Parkways Authority and shall provide the West Virginia Parkways Authority with a defense against any and all claims including, but not limited to, the foregoing payments, withholdings, contributions, taxes, Social Security taxes, and employer income tax returns.

43. INDEMNIFICATION: The Vendor agrees to indemnify, defend, and hold harmless the West Virginia Parkways Authority, their officers, and employees from and against: (1) Any claims or losses for services rendered by any subcontractor, person, or firm performing or supplying services, materials, or supplies in connection with the performance of the Contract; (2) Any claims or losses resulting to any person or entity injured or damaged by the Vendor, its officers, employees, or subcontractors by the publication, translation, reproduction, delivery, performance, use, or disposition of any data used under the Contract in a manner not authorized by the Contract, or by Federal or State statutes or regulations;

and (3) Any failure of the Vendor, its officers, employees, or subcontractors to observe State and Federal laws including, but not limited to, labor and wage and hour laws.

44. NO DEBT CERTIFICATION: In accordance with West Virginia Code § 5A-3-10a and 5-22-1(i), the State, including the West Virginia Parkways Authority, is prohibited from awarding a contract to any bidder that owes a debt to the State or a political subdivision of the State. By submitting a bid, or entering into a contract with the State, or West Virginia Parkways Authority, Vendor is affirming that (1) for construction contracts, the vendor is not in default on any monetary obligation owed to the State or a Political Subdivision of the State, and (2) for all other contracts, that neither the Vendor nor any related party owe a debt as defined above and that neither Vendor nor any related party are in employer default as defined in the statues cited above unless the debt or employer default is permitted under statute.

45. CONFLICT OF INTEREST: Vendor, its officers or members or employees, shall not presently have or acquire any interest, direct or indirect, which would conflict with or compromise the performance of its obligations hereunder. Vendor shall periodically inquire of its officers, members and employees to ensure that a conflict of interest does not arise. Any conflict of interest discovered shall be promptly presented in detail to the West Virginia Parkways Authority.

46. BACKGROUND CHECK: In accordance with W.Va. Code §15-2D-3, the Director of the Division of Protective Services may require any service provider whose employees are regularly employed on the grounds or in the buildings of the Capitol Complex or who have access to sensitive or critical information to submit to a fingerprint-based state and federal background inquiry through the State repository. After the contract for such services has been approved, but before any such employees are permitted to be on the grounds or in the buildings of the Capitol Complex or have access to sensitive or critical information, the service provider shall submit a list of all persons who will be physically present and working at the Capitol Complex to the Director of the Division of Protective Services for the purpose of verifying compliance with this provision. The State reserves the right to prohibit a service provider’s employees from accessing sensitive or critical information or to be present at the Capitol Complex based upon results addressed from a criminal background check.

CERTIFICATION AND SIGNATURE PAGE

By signing below, I certify that I have reviewed this Solicitation in its entirety; understand the requirements, terms and conditions, and other information contained herein; that I am submitting this bid or proposal for review and consideration; that I am authorized by the bidder to execute this bid or any documents related thereto on bidder's behalf; that I am authorized to bind the bidder in a contractual relationship; and that to the best of my knowledge, the bidder has properly registered with any State agency that may require registration.

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