Bay West Contract.pdf

CONTRACT

State of Wisconsin

Department of Transportation DBM BBS Purchasing Unit 4822 Madison Yards Way, S822.03

P.O. BOX 7396

Madison, WI 53707-7396

COMMODITY OR SERVICE: CONTRACT NO:

Environmental, Hazmat and Asbestos Services 395002-O20-0510292-000-02

CONTRACT TERMS:

2 Years, w/3 one-year renewal periods

CURRENT CONTRACT PERIOD:

01/01/2020 – 12/31/2021 (2024) This contract is entered into by and between the State of Wisconsin Department of Transportation (hereafter referred to as WisDOT) and the contractor Bay West LLC.

FOR STATE OF WISCONSIN TO BE COMPLETED BY CONTRACTOR

DEPARTMENT OF TRANSPORTATION

DIVISION OF TRANSPORTATION SYSTEM

DEVELOPMENT BUREAU OF TECHNICAL SERVICES

FOR: Bay West LLC

5 Empire Drive

BY _____________________________________ St Paul MN 55103 Signature Email: info@baywest.com

SCOTT J. LAWRY matts@baywest.com Printed

BY _______________________________________

TITLE Administrator Signature

DATE _____________________________________ _______________________________________ Printed

TITLE _______________________________________

PHONE ______________________________________

DATE _______________________________________

DocuSign Envelope ID: 407C60D0-F738-4FED-87A5-01E1971712E9

Contracts Manager

Pam McNeilly

651-291-3456

1/13/2020 | 9:02 AM CST

1/13/2020 | 11:04 AM CST

http://wisconsindot.gov/Pages/home.aspx mailto:info@baywest.com mailto:matts@baywest.com

I. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract", shall be between the Wisconsin Department of Transportation, Division of Transportation System Development, Bureau of Technical Services , hereinafter referred to as "WisDOT", and the successful proposer, Bay West LLC, hereinafter referred to as the "Contractor" and/or “Provider”, for the procurement of Environmental, Hazmat and Asbestos Services, according to the terms set forth in this Contract.

WisDOT Contract Administrator will be: Sharlene Te Beest, Hazardous Materials Specialist, telephone # 608- 266-1476.

II. TERM OF CONTRACT

Contract term is January 1, 2020– December 31, 2021, with 3 additional one-year renewal periods.

III. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

The WisDOT's Request for Proposal, the proposal response, written communications and this Agreement constitute the entire agreement between the parties. The hierarchy of documents in order for resolution is as follows:

1. Official Wisconsin Department of Transportation Purchase Order and/or Contract (Standard Terms and Conditions attached to any of these procurement documents govern unless modified within the document)

2. Written communications regarding contract terms agreed upon in writing

3. Vendor’s Proposal as submitted

4. Request for Proposal #510292

Any conflict in terms shall be governed by the highest listed document.

IV. WORK PLAN

The state and the contractor agree that all services provided by the contractor shall be in accordance with written communications, official purchase order(s), and this agreement.

WisDOT and the contractor agree that all work plans, deliverables, timelines, and budgets require the review and approval of the WisDOT contract Administrator as indicated in Section I of this contract document. Mutual agreement will be in the form of an approved Statement of Work. Approved and signed Statements of Work will be attached and become part of this contractual agreement.

V. BILLING & PAYMENT TERMS

The Contractor shall submit monthly billing invoices in conjunction with monthly progress reports. Monthly billing invoices submitted by the Contractor to WisDOT shall include: 1) Contractor timesheets; 2) Contractor work completed; 3) Rate billed per employee; 4) Travel expenses, etc.; and 5) other items as requested by the WisDOT Compliance Oversight Manager.

Awarded contract will follow the costs outlined in the Program Budget. Progress payments will be made from properly submitted invoices, each month, for rendered services and after approval by the WisDOT Contract Administrator, Sharlene Te Beest.

Contractor must hold the accepted prices and/or costs for the entire contract period. Any adjustment to prices and/or costs at the beginning of a contract renewal period will be negotiated between WisDOT and the Contractor.

http://wisconsindot.gov/Pages/home.aspx

VI. EMPLOYMENT

In accordance with the Internal Revenue Code Section 3402(e), if the individual is a current State employee, all payments for services are deemed to be wages and must be payrolled. Wisconsin Statute Section 230.047 must be adhered to when utilizing current employees of other state agencies. All state employees are covered by the maximum additional earnings provision of Section 16.417(2) Wisconsin Statutes noted above.

Furthermore, the contractor will not engage the services of any person or persons now employed by the state, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the agency/employer of such person or persons and of the agency head.

VII. UNSATISFACTORY PERFORMANCE AND ‘CURE’ NOTICE

The WisDOT contract administrator and/or the Purchasing Agent will warn the contractor verbally and/or in writing of unsatisfactory performance at any time during the contract period. Contractor will be given a period of time to ‘cure’ the performance. If performance does not improve to WisDOT’s satisfaction, the Purchasing Agent will consider termination of the contract following section VIII below.

VIII. TERMINATION OF CONTRACT

The agency may terminate the contract at any time at its sole discretion by delivering 30 days written notice to the contractor. Upon termination, the agency's liability will be limited to the pro rata cost of the services performed as of the date of termination plus expenses incurred with the prior written approval of the agency.

In the event that the contractor terminates the contract, for any reason whatsoever, it will refund to the agency within 30 days of said termination, all payments made hereunder by the agency to the contractor for work not completed or not accepted by the agency. Such termination will require written notice to that effect to be delivered by the contractor to the agency not less than 60 days prior to said termination.

IX. CERTIFICATION OF SALES AND USE TAX

The State of Wisconsin shall not enter into a contract with a vendor, and reserves the right to cancel any existing contract, if the vendor or contractor has not met or complied with the requirements of s.77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

X. PRIME AND SUBCONTRACTORS

The prime contractor is responsible for performance of, payments to, and liability of their subcontractors.

Subcontractors must abide by all terms and conditions of the contract. If subcontractors will be used, the prime contractor must clearly explain their participation to WisDOT.

XI. SMOKE-FREE ENVIRONMENT

All buildings where this work is to be performed are smoke-free buildings. No smoking shall be permitted.

XII. SEPARABILITY

If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that provision shall be deemed to be null and separable from the remaining provisions, and shall in no way affect the validity of this contract.

XIII. CONFIDENTIALITY

Contractor acknowledges that some of the data it may become privy to in the performance of this contract is of a confidential nature. Contractor shall make all reasonable efforts to ensure that it or its employees and subcontractors do not disseminate such confidential information.

Contractor or its employees and subcontractors will not reuse, sell, or make use in any format the data researched or compiled for this contract for any venture, profitable or not, outside this contract.

Contractor agrees to observe complete confidentially with respect to all aspects of any confidential information, proprietary data and/or trade secrets and any parts thereof, whether such contents are the State's or the manufacturer's, proposer's, or distributor's whereby Contractor or any Contractor's personnel may gain access while engaged by the State or while on State premises.

The restrictions herein shall survive the termination of this contract for any reason and shall continue in full force and effect and shall be binding upon the Contractor or its agents, employees, successors, assigns, subcontractors, or any party claiming an interest in this contract on behalf of or under the rights of Contractor following any termination. Contractor shall advise all Contractor's agents, employees, successors, assigns and subcontractors which are engaged by the State of the restrictions, present and continuing, set forth herein.

Contractor shall defend and incur all costs, if any, for actions that arise as a result of noncompliance by Contractor, its agents, employees, successors, assigns and subcontractors regarding the restrictions herein.

XIV. MINORITY BUSINESS SUBCONTRACTORS

The Wisconsin Department of Transportation is committed to the promotion of minority businesses in the State’s purchasing program. Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(3m), and 16.755.

Contractor is strongly urged to use due diligence to further this policy by setting up subcontracts to state-certified Minority Business Enterprises (MBE) and/or by using such enterprises to provide goods and services incidental to this contract (second-tier suppliers), with a goal of awarding 5% of the contract cost to such enterprises. An MBE means a business certified, or certifiable, by the Wisconsin Department of Commerce under Statute 560.036(2).

Contractor’s submitted WisDOT MBE Program Awareness, Compliance & Action Plan (included in their proposal) indicating their proposed utilization of state-certified minority businesses will be the basis for this effort during the contract term. Contact the State’s Minority Business Manager for assistance in locating certified firms at (608) 267-3293 or the WisDOT Minority Business Program Coordinator at 608-267-2886. A listing of State of Wisconsin certified minority businesses, as well as the services and commodities they provide, is on the State-certified MBE web site: www.doa.wi.gov/mbe

Quarterly reports (example follows), as agreed, are requested to be submitted to the Department of Transportation, Purchasing Unit, itemizing the deliveries and cost of items or services provided by certified firms. Reports should state the costs for the previous contract month or quarter [select one]. The department reserves the right to verify with listed firms their involvement as subcontractors or second-tier suppliers.

DocuSign Envelope ID: 407C60D0-F738-4FED-87A5-01E1971712E9 http://www.doa.wi.gov/mbe

MINORITY BUSINESS PARTICIPATION REPORT

Wisconsin Department of Transportation

DT1230 8/2006 s.16.75(3m) Wis. Stats.

Return via e-mail to: Dotcentralpurchasing@dot.wi.gov

Report Date Contract / Purchase Order # Time Period Covered by Report

Monthly: through

Quarterly: #1 #2 #3 #4

Project Name / Contract Title

Prime Vendor / Contractor Name

Federal Employer Identification Number – FEIN

Minority Vendor

Contractor Name, Address and Telephone Number Product / Service

Purchased Subcontract $ Amount

Second Tier $ Amount

If no business was awarded to Minority Business Enterprises (MBE) for this period, please describe the efforts made to encourage minority business participation. If you have questions, please call the WisDOT Minority Business Program Specialist, 608-267-2886.

I certify that the information contained on this report is true and correct.

I also certify that I am an authorized representative of the above-identified Prime Vendor / Contractor.

(Prime Vendor/Contractor Authorized Representative Name)

(Title)

WISCONSIN DEPARTMENT RFP #

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Contract Appendix A

STANDARD TERMS & CONDITIONS, DOA-3054 (R10/2005)

1.0 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs.

5.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

6.0 PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract.

For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industry wide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

6.3 In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

7.0 UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due.

Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except

Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its

OF TRANSPORTATION Page 7 of 10 purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

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

14.0 ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority.

15.0 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

17.0 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

19.0 NONDISCRIMINATION/AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than twenty-five (25) employees. Within fifteen

(15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

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

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

20.0 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

21.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

22.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

23.0 INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

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23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

23.3 The state reserves the right to require higher or lower limits where warranted.

24.0 CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

25.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities.

Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself.

Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

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

29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

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

32.0 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

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

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

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

Contract Appendix B

SUPPLEMENTAL STANDARD TERMS AND CONDITIONS FOR PROCUREMENT OF SERVICES, DOA-3681 (R01/2001)

1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful contractor will become contractual obligations if procurement action ensues.

2.0 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION: By signing this bid/proposal, the bidder/proposer certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organization, that in connection with this procurement:

2.1 The prices in this bid/proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder/proposer or with any competitor;

2.2 Unless otherwise required by law, the prices which have been quoted in this bid/proposal have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other bidder/proposer or to any competitor; and

2.3 No attempt has been made or will be made by the bidder/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition.

2.4 Each person signing this bid/proposal certifies that: He/she is the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above; (or)

He/she is not the person in the bidder's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above.

3.0 DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP:

3.1 Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor and another person or organization that constitutes a conflict of interest with respect to a state contract. The Department of Administration may waive this provision, in writing, if those activities of the potential contractor will not be adverse to the interests of the state.

3.2 Contractors shall agree as part of the contract for services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

4.0 DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

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

6.0 CONFLICT OF INTEREST: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts.

7.0 RECORDKEEPING AND RECORD RETENTION: The contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances.

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

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

Statement of Work Contract # 395002-O20-0510292-000-01 Page 1

STATEMENT OF WORK 01/01/2020

Contract # 395002-O20-0510292-000-01

Hazmat and Asbestos services

I. Introduction The contractor will perform investigation and remediation on contaminated sites, provide asbestos investigation and abatement services, and other sampling, testing, investigation, monitoring, removal and disposal services (including coordination of hazardous waste disposal under the statewide mandatory contract) necessitated by transportation development and maintenance projects, and outlined in the RFP.

II. Objective

a. Provide environmental services for identification, investigation, sampling, planning, development of special provisions and materials handling plans for contaminated materials including soil, groundwater and asbestos, including phase 1 through 3 hazardous materials investigation.

b. Provide environmental services for abatement, remediation, documentation, management and disposal of contaminated materials, including Phase 4 contaminated materials management.

c. Provide program management assistance as requested.

d. Provide emergency response for construction projects and other locations as requested.

e. Resource Conservation and Recovery Act (RCRA) or Comprehensive Environmental Response;

Compensation and Liability Act (CERCLA) services; Environmental Accountability and Compliance Services;

III. Scope (Work plan) contract requirements

a. Produce reports, maps, graphs and tables as outlined in Sections 8.1 and 8.2 of the RFP, the Facilities

Development Manual, Rule series NR 400, NR 500, NR 600 and NR700, in the timeframes specified in the RFP.

b. Perform or subcontract for abatement and remediation and disposal services, document all abatement and remediation actions, provide weekly email updates on contaminated materials management for construction, coordinate hazardous and non-hazardous containerized waste disposal with the statewide mandatory hazardous waste contract,

c. Tracking inspection requests and report completion and submission schedules, producing annual program reports, maintaining program records, including GIS location data, inventories, policy and procedure review.

d. Provide initial emergency response within 24 hours of notification of an emergency.

e. Investigate, report and provide compliance services as requested.

IV. Timeline

a. Follow timelines as outlined in the RFP and as agreed upon in project specific scopes of service.

V. Budget

a. Pricing shall be at the contract rate, as outlined in Tab 1 of the vendor cost proposal.

b. Individual project pricing will be shown in the project work order/scope of service.

VI. Key assumptions

a. Upon contract completion or cancellation, contractor must return all work product such as documentation, issued or purchased equipment, supplies retained, stored, or utilized.

b. Provide a single point of contact, with a backup number for emergencies.

c. Vendors will submit work orders following the sample scope of services provided by the Department.

(below)

d. The State reserves the right to review Subcontractors. The State shall not have a contractual relationship with the Subcontractors for any services provided under this Contract (existing contracts between the State and any potential Subcontractor do not apply). For all Subcontractors, In each work order where a subcontract is proposed Vendor shall: 1) Name the Subcontractor; 2) Identify the services the subcontractor will provide 3) provide the subcontractor estimate for the service. No markup is allowed on subcontracts.

e. Required licenses:

i. Vendors performing asbestos inspection work under the asbestos inspection and abatement section of this RFP must be a certified asbestos company, and each inspector must hold a valid Wisconsin Asbestos Inspector license issued by the Department of Health Services.

Refer to https://www.dhs.wisconsin.gov/asbestos/index.htm for additional information.

Statement of Work Contract # 395002-O20-0510292-000-01 Page 2

ii. Vendors performing asbestos abatement work under the asbestos inspection and abatement section of this RFP must be a certified asbestos company. Each person performing asbestos work under this contract must hold the appropriate license issued by the Department of Health Services for the work they are performing. Refer to https://www.dhs.wisconsin.gov/asbestos/index.htm for additional information.

iii. Vendors performing remediation under the hazardous materials, CERCLA, FIFRA, or RCRA portions of this contract must meet the applicable registration and licensure requirements for work supervision and report submittal. Refer to https://dnr.wi.gov/files/PDF/pubs/rr/RR081.pdf for additional information.

f. Hazardous Materials Inspection and Remediation -The Contractor is expected to perform Phase 1, Phase 2, Phase 2.5, and Phase 3 investigations; and Phase 4 remediation, including the removal of underground storage tanks; prepare special provisions for the safe and proper handling and disposal of contaminated media for highway construction contracts; perform RCRA site investigation and remediation; conduct asbestos inspections and abatement; provide emergency response services, with initial response within 24 hours of an emergency request; coordinate demolition services upon request;

and provide environmental consulting services on an as needed basis. Contractor is also expected to provide program management assistance including producing annual reports for the hazardous materials program, environmental commitments, environmental accountability and compliance, mapping, or other program tasks as needed.

g. Asbestos Inspection and Abatement - The contractor is expected to perform asbestos inspection and abatement services including emergency response, with initial response to an emergency request within 24 hours. Abatement services may be provided by subcontract.

h. Correspondence - Any correspondence (e.g. e-mail, letter or report) prepared under this contract that is related to a specific project must include the WisDOT project ID, county, highway or roadway (for highway related projects), and site name or bridge number in the subject line or reference area.

i. Twenty-four (24) hour emergency response. Provide emergency response within 24 hours. In emergency situations a vendor may be called to respond to a site within 24 hours of notification of an emergency.

VII. Acceptance

Authorized User and Contractor agree to the terms herein and understand this agreement is a sub-agreement of contract 395002-O20-0510292-000-01, Hazmat and Asbestos Services, between the Department and Bay West, and therefore subject to the terms and conditions of said contract.

Authorized User Representative Authorized Contractor Representative

Name: Name:

Title: Title:

Signature: Signature:

Date: Date:

DocuSign Envelope ID: 407C60D0-F738-4FED-87A5-01E1971712E9

1/13/2020 | 9:02 AM CST

Pam McNeilly

Contracts Manager

Statement of Work Contract # 395002-O20-0510292-000-01 Page 3

Email: Email:

Phone: Phone:

pamm@baywest.com

651-291-3456

Statement of Work Contract # 395002-O20-0510292-000-01 Page 4

SCOPE OF SERVICES

WisDOT Project ID:

Site(s):

City:

County:

Highway and Termini (when applicable):

Total Estimated Cost: $

Report recipients and report format (electronic or paper):

Recipient Number of

Copies

Preferred format

WisDOT

☐BTS-ESS

☐BHO

1 Electronic (PDF)

☐ Region Environmental

Coordinator

Electronic (PDF)

Timetable for completion:

Project Element Completion date

Scope of Services:

Include Site Health and Safety Plan:

Assumptions:

Basis for Estimated Cost:

Lump Sum Items:

List items included in lump sum:

Statement of Work Contract # 395002-O20-0510292-000-01 Page 5

Vendor Labor: $

Task Rate Title Hours Rate Cost

Direct Expenses: $

Item Quantity Unit Unit Price Total

Overhead: $

Profit: $

Subcontractor costs: $

Subcontractor Subcontracted Services Cost basis /Unit

Price

Cost