Final_RFB_605_2200000676_2_SO_FORM.PDF

Document ID: RFB 605 2200000676 Page: 1

Commonwealth of Kentucky

SOLICITATION MODIFICATION

Modification: Yes Version #: 2

TITLE: Sodium Chloride District 2, 3 and 6

Date Issued:

05/18/2022 Record Date:

2022-05-18

Solicitation Closes Date:

5/25/22 Time:

13:30

Solicitation No:

RFB 605 2200000676

Reason for Modification

Addendum 1 to answer vendor questions.

Online Bidding Prohibited: No For Information Call:

Jennifer Houchin 502-782-3977

Bid Receiving Location:

Bid Receiving

See Terms & Conditions for Bid Submission Instructions

Other KY

Vendor Customer Number:

Vendor Name:

Phone Number:

Fax Number:

Email Address:

Ordering

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Payment

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Ownership Type

__ Sole Proprietorship __ Partnership __ Corporation __ Other_________________________

SIGNATURE OF AUTHORIZED AGENT IS REQUIRED UNLESS RESPONSE

IS SUBMITTED ELECTRONICALLY. FAILURE TO SIGN SHALL RENDER

THE BID INVALID.

Signature X_________________________________________ FEIN#____________________ Date____________

All offers subject to all terms and conditions contained in this solicitation.

Document ID: RFB 605 2200000676 Page: 2

Line Items

Commodity Group: Default Commodity Group

Line CL Description Quantity UOM Unit Cost Line Total or Contract Amnt

1 Sodium Chloride (Road Salt): KYTC District 2

- Early Fill

13550.00000 TON

Comm Code Comm Description Manufacturer Model # Manuf Part #

77545 Road Maintenance Salt (See Class 192 for Ice Removal Chemica

Extended Description ***ONLY ONLINE BIDS WILL BE ACCEPTED FOR THIS RFB.*** Emailed and hard copies delivered by any method WILL NOT BE ACCEPTED.

See attached document "How to Respond to an Online Bid through the Kentucky Vendor Self Service site (updated).pdf".

Please enter contact person, phone number and email in the Comments Section.

This RFB will be conducted as a Multistep Competitive Sealed Bid in accordance with 200 KAR 5:375 also referred to as a REVERSE AUCTION.

This RFB will consist of two phases.

Phase 1: VENDORS SHALL SUBMIT UNPRICED OFFERS per instruction in Section 3.04. Prices will be accepted only from bidders whose unpriced technical offer is found acceptable during Phase 1.

Phase 2: PRICES WILL ONLY BE ACCEPTED IN THE SECOND PHASE DURING THE ONLINE REVERSE AUCTION BIDDING EVENT. If only one (1) responsive bid is received, the online reverse auction will be cancelled and the Division of Purchases, will request pricing from the vendor via email. The criteria that will be used to evaluate the offers at the conclusion of the online bidding event are located in section 5.00.

Reciprocal Preference will be given to the resident bidders per KRS 45A.494 prior to award.

Vendor shall provide road salt for KYTC District 2 early fill program per terms and conditions as specified.

2 Sodium Chloride (Road Salt): KYTC District 2

- Seasonal Fill

5000.00000 TON

Vendor shall provide road salt for KYTC District 2 seasonal fill program per terms and conditions as specified.

Document ID: RFB 605 2200000676 Page: 3

3 Sodium Chloride (Road Salt): KYTC District 3

2500.00000 TON

Vendor shall provide road salt for KYTC District 3 early fill program per terms and conditions as specified.

4 Deleted Line 0.00000 TON

Deleted Line

5 Sodium Chloride (Road Salt): KYTC District 6

8250.00000 TON

Vendor shall provide road salt for KYTC District 6 early fill program per terms and conditions as specified.

6 Sodium Chloride (Road Salt): KYTC District 6

- Seasonal Fill

26750.00000 TON

Vendor shall provide road salt for KYTC District 6 seasonal fill program per terms and conditions as specified.

Document ID: RFB 605 2200000676 Page: 4

7 Sodium Chloride (Road Salt): KYTC District 2

- Over 120%

1000.00000 TON

Vendor shall provide road salt for KYTC District 2 OVER 120% program per terms and conditions as specified.

8 Sodium Chloride (Road Salt): KYTC District 6

- Over 120%

1000.00000 TON

Vendor shall provide road salt for KYTC District 6 OVER 120% program per terms and conditions as specified.

Shipping Information Various Shipping

See Extended Description

Various KY

Billing Information Various Billing

See Extended Description

Various KY

Document ID: RFB 605 2200000676 Page: 5

Submission Checklist

The following items will be required to be submitted with bid:

Item Vendor with the lowest price receives the highest score.

Vendor with the best delivery receives the highest evaluated score

5/18/2022 – Addendum 1: To answer vendor questions.

Q1: Can you please give me the delivery address for the Salt Dome-Parkway in District 2?

A1: District 2 Salt Dome Parkway – 1000 Western Kentucky Parkway, Nortonville KY 42442.

Q2: How would we determine when D3 reaches over 120% if they order seasonal?

A2: District 3 did not request a seasonal amount. The line item has been removed for District 3 Seasonal fill. There will not be a line item for over 120%.

Q3: Can we specify delivery days by district?

A3: Yes, the terms and conditions have been changed to allow vendors to specify delivery per district.

No other changes have been made.

Bid closing date shall remain the same.

This RFB will be conducted as a Multistep Competitive Sealed Bid in accordance with 200 KAR 5:375 also referred to as a REVERSE AUCTION.

The Commonwealth has partnered with eBridge to host this bidding event on its Web-Based Bidding Platform. Vendors who have not previously registered must register with eBridge by emailing tara.obannon@ebridgeprocurement.com

Review the attachment (eBridge Bid Instructions). The awarded supplier is obligated to pay a transaction fee to eBridge pursuant to the Terms and Conditions accepted upon placement of initial bid.

This RFB will consist of two phases.

Phase 1: VENDORS SHALL SUBMIT UNPRICED OFFERS per instruction in Section 3.04. Prices will be accepted only from bidders whose unpriced technical offer is found acceptable during Phase 1.

Phase 2: PRICES WILL ONLY BE ACCEPTED IN THE SECOND PHASE DURING THE ONLINE REVERSE AUCTION BIDDING EVENT. If only one (1) responsive bid is received, the online reverse auction will be cancelled and the Division of Purchases, will request pricing from the vendor via email. The criteria that will be used to evaluate the offers at the conclusion of the online bidding event are located in section 5.00.

Reciprocal Preference will be given to the resident bidders per KRS 45A.494 prior to award.

ELECTRONIC BID SUBMISSION

Bid responses shall be received by electronic submission in the eProcurement system.

Link: https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

***See attached document “How to Respond to an Online Bid through the Kentucky Vendor Self Service site (updated).pdf”***

Document Description Page 6

2200000676 Sodium Chloride District 2, 3 and 6 mailto:tara.obannon@ebridgeprocurement.com https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

An electronic bid shall be authorized by the proper agent of the firm by the act of submitting it electronically through the eProcurement system.

Bid information MUST be completed online. Response must contain all required information for the Solicitation. All bidders MUST be registered in the Commonwealth eProcurement System via the Vendor Self Service System at https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

Allow 24 – 48 hours to complete Vendor Registration. Vendors must be logged in to their Vendor Self Service (VSS) account in order to submit a response. Registrations completed the day of bid closing must be completed by the Vendor in the VSS portal. The Customer Resource Center is not able to complete registrations and activate accounts on the same day. Closing dates will not be extended for Vendors not registered by the date/time of the bid closing. Vendor Self Registration Guides are provided at https:// finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

All bidders are cautioned to begin their electronic submission in sufficient time to complete before the closing date and time. Delays due to technical difficulties or document upload impediments shall not be justification for acceptance of a late bid or proposal. Vendor attention to this advisory is encouraged. If you need assistance, please contact the Customer Resource Center (CRC) by email at Finance.CRCGroup@ky.gov or phone 502-564-9641 or toll-free 877-973-

HELP (4357).

BID PRICES SUBMITTED ON COMPANY QUOTE FORMS ARE DISCOURAGED. COMPANY TERMS

AND CONDITIONS AND/OR SALES AND USE AGREEMENTS OFTEN CONFLICT WITH STANDARD

SOLICITATION REQUIREMENTS AND MAY RESULT IN REJECTION OF BID OFFER.

Online bid responses must be in an “Accepted” status and shall be assigned a date and time stamp from the eProcurement system at the time of final acceptance and formal submission by the vendor. The system will not allow submission of an online response after the published date and time for closing.

An offer may be modified or withdrawn by electronic or written notice ONLY if received prior to the bid closing date and time. An electronic offer may be modified by applying the appropriate electronic signature and following the procedure in the state’s eProcurement signature.

BID SUBMISSION CHECKLIST

The vendor MUST include the following with the bid submission. If the items below are not submitted with the bid, the Commonwealth MUST deem the bid non-responsive and SHALL NOT be considered for award.

_____ BID INFORMATION – COMPLETED (See Section 5.00)

All other items MUST be submitted prior to award however, vendors are strongly encouraged to include with bid submission.

_____ CERTIFICATE OF AUTHORITY – REGISTRATION WITH SECRETARY OF STATE BY FOREIGN

ENTITY (See Section 2.24)

_____ REQUIRED AFFIDAVIT(S) (See Attachments A, B, etc. as applicable)

PLEASE READ THIS SOLICITATION AND ITS INSTRUCTIONS IN ITS ENTIRETY.

This is a Request for Bid (RFB).

Vendors shall comply with the terms and conditions stated in the solicitation.

Any efforts to negotiate these terms and conditions SHALL NOT be accepted and SHALL cause the bid to be deemed non-responsive.

Document Description Page 7

2200000676 Sodium Chloride District 2, 3 and 6 https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx mailto:Finance.CRCGroup@ky.gov

The General Conditions and Instructions for Solicitations and Contracts shall be incorporated by reference in each solicitation and resulting contract. Therefore, it is the bidder's responsibility to access and read these General Conditions at: https://finance.ky.gov/office-of-the-secretary/office-of-policy-and-audit/Pages/Finance-Policies.aspx click on the file named FAP 110-10-00 General Conditions and Instructions for Solicitations and Contracts or request a copy by contacting the KYTC Division of Purchases buyer named in Section 3.01. Every person submitting a bid to the Commonwealth shall be deemed to have assented to these conditions by the act of bidding.

Section 1 - Specifications – Commodity

The Department will guarantee the purchase of the specified quantities of Sodium Chloride for the first year of the Master Agreement as indicated in the attached Quantities for Early Fill. The Department will further guarantee the purchase of specified quantities of Sodium Chloride in each successive year of the contract. These quantities will be provided at the time of the renewal of the contract.

The unit bid price quoted will be F.O.B. to the designated delivery point and will remain firm during the term of the Master Agreement. (See Attachment – District Delivery Locations).

Award(s) will be based on evaluation by District. Vendors are not required to bid all districts but shall bid all lines within a district to be considered for award.

0.01 - MATERIAL REQUIREMENTS

The Sodium Chloride Type 1, Grade 1, will meet the Kentucky Transportation Cabinet, Department of Highways Standard Specifications for Road and Bridge Construction, Edition of 2019, Section 825.

A link to the Standard Specifications can be found at: http://transportation.ky.gov/Construction/Pages/ Kentucky-Standard-Specifications.aspx All salt delivered shall meet the following gradation:

Sieve Size Weight Passing 1/2” 100% 3/8” 95-100% No. 4 20-90% No. 8 10-60% No. 30 0-15%

Deliver the sodium chloride in a free-flowing, usable condition, free from lumps and foreign material.

Product that does not meet specified conditions at the time of the delivery will not be accepted and will be removed by the Vendor at no cost to the Department.

Provide Sodium Chloride with a moisture content that will not exceed two percent (2.0%). Treat the Sodium Chloride with an anti-caking agent to prevent caking or freezing when in storage.

1.02 SAMPLING, TESTING, AND COMPLIANCE

Sampling as delivered will not be required, however, the Department reserves the right to take random samples and test any material when delivered to the designated delivery point. The Department also reserves the right, at its discretion, to sample and test any material at the terminal site or from the barge site prior to being loaded onto trucks.

When the Department chooses to take random samples and the samples fail to meet the specified conditions; the Department may require the removal of the material by the Vendor at no cost to the Department.

When weather conditions dictate that material which does not meet specified conditions must be used, or when otherwise it is in the best interest of the Cabinet to use the material, it may be accepted at a reduction in the contract bid price.

Document Description Page 8 https://finance.ky.gov/office-of-the-secretary/office-of-policy-and-audit/Pages/Finance-Policies.aspx https://finance.ky.gov/office-of-the-secretary/office-of-policy-and-audit/Pages/Finance-Policies.aspx http://transportation.ky.gov/Construction/Pages/Kentucky-Standard-Specifications.aspx http://transportation.ky.gov/Construction/Pages/Kentucky-Standard-Specifications.aspx

Such reduction will be between five percent (5.0%) and fifty percent (50.0%) depending on the degree of noncompliance as determined by the Division of Materials and the Division of Maintenance in consultation with the respective District personnel.

In the event adjustments for excess moisture becomes necessary, a ten percent (10.0%) reduction will apply for sodium chloride analyzing two and one-tenth percent (2.1%) moisture to and including two and one-half percent (2.50%) moisture. A fifteen percent (15.0%) reduction will apply for material containing two and six-tenths percent (2.60%) moisture to and including three percent (3.0%) moisture. Sodium chloride containing moisture in excess of three percent (3.0%) moisture will not be accepted.

The reduction will apply to the quantity of material represented by the failing sample. The Vendor will process any adjustments due under the above conditions by issuing a credit memorandum or a revised invoice showing the adjustment to the affected purchasing entity and to the attention of the bookkeeper.

1.03 - METHOD OF MEASUREMENT

Weighing will be over scales with a certification for the current year and will be by personnel authorized by the vendor. Scale weigh personnel are responsible for the following:

(1) Compliance to contract quantity.

(2) Entry of accurate weights on weight slips.

(3) Adherence to road weight limits as prescribed by law.

The names of the weigh personnel will be filed with each respective highway district office. Personnel from the Department of Highways may be substituted for Vendor weigh personnel when necessary. The Department reserves the right to spot-check truck loads or truck-trailer loads for weight conformance to the weight shown on the weight slip or invoice (including tare weight if it is deemed advisable).

Upon direction by authorized personnel, the truck will proceed to the nearest scales for such weight determination.

The vendor must abide by the weight limits as provided by Kentucky law.

1.04 - Method of Delivery

SPECIAL NOTICE TO ALL PROSPECTIVE BIDDERS: TRANSPORTATION DELIVERY ORDERS MAY

BE ISSUED IMMEDIATELY UPON THE AWARD OF CONTRACTS.

Begin the delivery of quantities of sodium chloride (rock salt) in bulk, by truck, to the facility location indicated on each Delivery Order. Vendor shall complete the delivery of total quantities of sodium chloride as indicated per delivery order within the designated time periods per vendor’s bid. (See Penalty Clause).

Deliveries must be completed during normal business hours (Monday-Friday, 8:00 a.m.-4:30 p.m.), excluding authorized state holidays. If weather condition’s warrant, KYTC facilities may be opened to receive salt deliveries outside of those normal hours.

Vendor shall notify the Department of the trucking firm that will be delivering the salt, as well as a contact name, address, address, and phone number of said trucking firm. The Vendor shall supply the same information for the terminal location, as well.

The Chief District Engineer, the Director of the Division of Maintenance, or their authorized agent, may issue Delivery Orders by telephone, email, fax, or mail. Delivery Orders placed in a manner other than hard copy will be confirmed on hard copy via a method to verify receipt by vendor.

The Department reserves the right to purchase any quantities of sodium chloride over and above the guaranteed quantities, anytime during the contract year, and will follow the same procedures for purchase and delivery as that of the guaranteed quantities.

The minimum order for each delivery will be twenty-two (22) tons. Include the Delivery Order Number on all delivery tickets.

Document Description Page 9

Vendor shall notify each Department location of the delivery times a minimum of 1 business day prior to delivery. Failure to give such notice may result in the Vendors’ truck having to wait for the availability of personnel for unloading. Scheduling must include anticipated quantities, locations, and timeframe for delivery.

Vendor shall provide a signed certification to cover each Delivery Order issued, stating compliance of the material with all of the requirements quoted within these Terms and Conditions. Indicate the point of delivery and the actual quantity delivered on the certification. Submit three (3) copies of the certification to the designated receiving agent and one (1) copy to the Department of Highways, Division of Materials, 1227 Wilkinson Boulevard, Frankfort, Kentucky, 40601. Show the Transportation Delivery Order Number on the certification.

If it is found that proper quality control of the product has not been exercised; the privilege of routine acceptance by certification will be revoked.

In the event any delivery, including vehicle and load, exceeds said weight limits or the weight limit provided for by a special permit issued by the Cabinet, the Cabinet may refuse to accept delivery of that quantity which is in excess of the legal limit.

In the event of extreme winter storm conditions, the Department of Highways reserves the right to purchase additional quantities of sodium chloride at the contract bid price to meet the demands of the removal of snow and ice from highway pavements. Delivery Orders for additional sodium chloride (rock salt) are subject to the aforementioned Terms and Conditions and shall be completed within the guaranteed delivery period.

2022 – 2023 Winter Guaranteed Salt Tonnage Purchases

EARLY FILL PERIOD – Guaranteed Salt Amounts for the breakout of quantities for each county See attached sheets for each Districts’ guaranteed tonnage.

Early Fill Period – The Vendor shall deliver the outlined Early Fill Tonnages at the locations listed on the attached sheet as follows:

District 2 Early Fill – 13,550 Tons

District 2: 50% of order delivered on or before November 1, 2022, and 100% delivered on or before December 1, 2022.

District 3 Early Fill – 2,500 Tons

District 3: 50% of order delivered on or before November 1, 2022, and 100% delivered on or before December 1, 2022.

District 6 Early Fill – 8,250 Tons

District 6: 50% of order delivered on or before October 15, 2022, and 100% delivered on or before November 1, 2022.

For each business day that early fill requirements for each KYTC District are not complete after the time specified, KYTC reserves the right to assess penalties at one percent (1%) per business day and will be deducted from any amount due the Vendor. KYTC is committed to purchasing 100% of the Early Fill amounts listed by KYTC districts in the attachment.

Early Fill penalties shall be applied to the order amount outstanding 1 business day after designated Early Fill delivery date until the entire ordered amount is received. (Example: Vendor receives a delivery order for 1000 tons to be received by November 1st. On November 2nd, 500 tons have been delivered, the penalty would be 1% of the outstanding 500 tons until the entire amount has been received.)

“Early Fill” quantities shall be purchased at the “Early Fill” price per ton. KYTC Districts will issue Early Fill Delivery Orders by July 31st.

Document Description Page 10

SEASONAL FILL PERIOD

Seasonal Fill Period – For orders placed between the dates of November 1 and April 15 in any KYTC district, the vendor will be subject to penalties as outlined above for any deliveries received outside of the delivery days, as bid by vendor.

The KYTC District shall be required to purchase a minimum of 80% of their seasonal salt quantities requested. In addition, the District shall be able to purchase up to 120% of their seasonal salt quantities requested at the stated pricing. Any quantities above the 120% threshold shall be purchased at the “Above 120%” price per ton.

Minimums and Maximums are only used for Seasonal Fill. For the 2022-2023 contract period, these amounts are:

District 2:

Total Seasonal quantity requested: 5,000 tons Minimum seasonal required: 4,000 tons Maximum seasonal allowed: 6,000 tons

District 2: Vendor agrees to complete delivery within ________ business days after the receipt of delivery order for Seasonal Fill.

District 2: Vendor agrees to complete delivery within ________ business days after the receipt of delivery order for all quantities above the 120% threshold.

District 3:

Total Seasonal quantity requested: 0

District 6:

Total Seasonal requested: 26,750 tons Minimum seasonal required: 21,400 tons Maximum seasonal allowed: 32,100 tons

District 6: Vendor agrees to complete delivery within ________ business days after the receipt of delivery order for Seasonal Fill.

District 6: Vendor agrees to complete delivery within ________ business days after the receipt of delivery order for all quantities above the 120% threshold.

Delivery must be 100% completed within the designated time period per vendor’s bid. For each business day that delivery extends beyond the designated time periods per vendor’s bid, KYTC reserves the right to assess penalties at one percent (1%) per business day and will be deducted from any amount due the Vendor.

Seasonal Fill penalties shall be applied to the order amount outstanding 1 business day after the guaranteed delivery time until the entire ordered amount is received. (Example: Vendor bids 10 business days delivery and received a delivery order for 1000 tons. On day 11, 500 tons have been delivered, the penalty would be 1% of the outstanding 500 tons until the entire amount has been received.)

If the Cabinet elects not to exercise any of the penalty clauses herein in a particular instance, this decision shall not be construed as a waiver of the Cabinet’s right to pursue the future assessment of any performance standard requirement and associated penalties.

During abnormal winter storm conditions when inventories of sodium chloride at various District locations may be low, it may become necessary to prioritize deliveries being made by the vendor. The Director of the Division of Maintenance will assume the responsibility of directing the vendor to specific destination points for the delivery of sodium chloride. In the event this situation occurs, the vendor will be responsible for conveying this directive to their terminal manager and to the trucking company hauling the sodium chloride.

Document Description Page 11

Should the vendor fail to make deliveries in accordance with these Terms and Conditions, the Cabinet may exercise the option of canceling the Master Agreement and purchase the quantity of material not furnished by the vendor from another source of supply. All costs and expenses in excess of the stipulated contract amounts will be charged to the defaulting vendor and may be deducted from any money due the vendor at the time of the default.

The Department will not accept shipping point locations as approved sites that do not have paved pads for salt storage and that do not have the capabilities for salt stored in a stockpile on the pad to be covered.

1.04 - Communication Responsibilities of the Vendor

Pre-Season Meeting: The Vendor shall attend virtual pre-season meetings with all awarded KYTC Districts, if the KYTC district deems it necessary. KYTC Central Office, Division of Maintenance shall be included in these meetings, at their discretion, and shall determine the timeframe and date(s) that each meeting should be completed by. If the Vendor fails to meet this requirement, the Vendor will be subject to all applicable corrective actions.

Bi-Weekly Calls: The Vendor shall participate in a bi-weekly call with KYTC Central Office, Division of Maintenance, and the awarded district(s), if the KYTC District deems it necessary. If the Vendor fails to meet this requirement, the Vendor will be subject to all applicable corrective actions.

Reporting: The Vendor shall provide KYTC with the reports listed below as well as any reports requested by KYTC on an ad hoc basis. All reports shall be submitted in a Microsoft Excel template. If the Vendor fails to meet this requirement, the Vendor will be subject to all applicable corrective actions.

a. Weekly Depot Salt Levels Report: The Vendor shall submit to KYTC Central Office, Maintenance, and KYTC District a weekly salt levels report for each awarded district.

Reports shall include, at a minimum:

List of depots in each awarded district (broken up by district) with location Current salt quantity

b. Bi-Weekly Sales Report: The Vendor shall submit to KYTC District Contact a bi-weekly sales report for KYTC, three business days after the end of the reporting period. Reports shall include, at a minimum:

Entity Name KYTC District Tons Committed Total Tons Ordered within Reporting Period Last Order Date Within Reporting Period Tons Ordered To Date Tons Remaining (80%) Tons Remaining (120%)

c. Penalty/Rejection Report: The Vendor shall submit to KYTC Districts a monthly report that documents any penalties assessed or orders rejected by KYTC. The report shall include, at a minimum:

Entity Name Order Date Order Dollar Amount Order Tonnage Amount Penalty Amount Reason for Penalty Rejected: Y/N

d. Delivery Report: The Vendor shall submit to KYTC Central Office, Division of Maintenance and Districts a monthly report that documents road salt deliveries statewide.

The report shall include, at a minimum:

Entity Name Invoice/Order Number Order Date Delivery Date

Document Description Page 12

Expected Delivery Date Days Overdue

Section 2 - Terms and Conditions of the Contract

2.00 – Scope of the Contract

The Kentucky Transportation Cabinet Division of Purchases issues this solicitation on behalf of the Division of Maintenance to award a master agreement contract for: Sodium Chloride Districts 2, 3 and 6

2.01 - Contract Components and Order of Precedence

The Commonwealth’s acceptance of the offer indicated by the issuance of an Award by the KYTC Division of Purchases shall create a valid Master Agreement consisting of the following:

1. The written Master Agreement between the Parties;

2. Any Addenda to the Solicitation;

3. Any provisions of the Solicitation and all attachments thereto;

4. The Bidder’s response to the Solicitation, and

5. The Kentucky Revised Statutes KRS 45A.

In the event of an inconsistency between provisions of the solicitation, the inconsistency shall be resolved by giving precedence in the following order: (a) the Specifications; (b) other provisions of the Solicitation, whether incorporated by reference or otherwise; (c) Contract or Master Agreement Terms and Conditions;

(d) FAP 110-10-00 – General Conditions and Instructions for Solicitations and Contracts.

2.02 - Initial Contract Period

The Master Agreement will be for the initial period beginning upon award and expiring 4/30/2023.

2.03 - Optional Renewal Period

This Master Agreement may be extended at the completion of the initial contract period for four (4) additional one-year periods. This extension must have the written approval of the vendor and the KYTC Division of Purchases. The Commonwealth of Kentucky reserves the right to renegotiate any terms and/ or conditions as may be necessary to meet requirements for the extended period. The vendor will be advised of any proposed revisions prior to the renewal periods. In the event proposed revisions cannot be agreed upon, either party shall have the right to withdraw without prejudice from either exercising the option or continuing the contract in an extended period.

2.04 - Divisions/Agencies to Be Served

This contract shall be for use by the following Divisions/Agencies of the Kentucky Transportation Cabinet:

Division of Maintenance

Districts 2, 3 and 6

No shipments or services are authorized until an official Delivery Order has been fully processed by an authorized agency.

Document Description Page 13

2.05 - Quantity Basis of Contract

Any and all quantities mentioned in this solicitation are purely estimates and are not to be implied nor inferred as being guarantees. The State is obligated to buy only that quantity needed by its agencies during the term of the contract. Requirements may exceed the quantities shown and the contractor will be required to furnish all requirements shown on Delivery Orders dated during the life of the contract.

2.06 - Exception to Required Use of Contract

The establishment of this Master Agreement is not intended to preclude the use of similar products when requested by the agency. The Commonwealth of Kentucky reserves the right to acquire large requirements through other competitive processes.

2.07 - Basis of Price Revisions

PRICE ADJUSTMENTS: Unless otherwise specified, the prices established by the Master Agreement shall be firm for the contract period subject to the following:

A. Price Increases: A price increase will not be allowed during the first twelve (12) months of the contract. Only one price increase will be allowed during the contract period. The price increase must be based on industry wide price changes. The contract holder must request in writing a price increase at least thirty (30) days prior to the effective date and shall provide firm proof that the price increase(s) is justified. The KYTC Division of Purchases may request additional information or justification. If the price increase is denied, the contract holder may withdraw from the contract without prejudice upon written notice and approval by the KYTC Division of Purchases. Notice of withdrawal must be provided a minimum of forty-five (45) days prior to the effective date however the vendor must continue service at the contract prices until a new contract can be established (usually within sixty (60) days).

B. Price Decreases: The contract price shall be reduced to reflect any industry wide price decreases.

The contract holder is required to furnish the KYTC Division of Purchases with notice of any price decreases as soon as such decreases are available.

C. Extended Contract Periods: If the contract provides for an optional renewal period, a price adjustment may be granted at the time the contract is renewed, subject to price increase justification as required “A. Price Increases”. One (1) additional price increase may be granted during the extended contract period. This price increase will not be allowed during the first six (6) months of the extended contract period and will be subject to the conditions in “A” above.

2.08 - Addition or Deletion of Items or Services

The KYTC Division of Purchases reserves the right to add new and similar items, with the consent of the vendor, to the contract. If an addition is agreeable to both parties, the KYTC Division of Purchases will issue a Modification. Until such time as the vendor receives a Modification, the vendor shall not accept Delivery Orders from any agency referencing such items or services.

2.09 - Changes and Modifications to the Contract

During the period of the contract, a modification shall not be permitted in any of its conditions and specifications, unless the contractor receives electronic or written approval from the KYTC Division of Purchases. If the contractor finds at any time that existing conditions make modification in requirements necessary, the contractor shall report the matter promptly to the KYTC Division of Purchases for consideration and decision. All contract modifications shall be subject to the provisions of 200 KAR 5:311.

2.10 - Basis of Shipment

Document Description Page 14

Quotations of unit prices on this solicitation shall be F.O.B. Destination Freight Prepaid and Allowed to the receiving agency. The vendor shall be fully responsible for all shipments and freight charges involved to the ordering agency. The responsibility for filing freight claims lies with the vendor.

2.11 - Notices

The Division of Purchases Buyer identified below shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular, express, or electronic mail) concerning this procurement shall be submitted to:

Jennifer Houchin, CPPB

Division of Purchases

Kentucky Transportation Cabinet

Phone: 502-782-3977

E-mail: Jennifer.Houchin@ky.gov

From the issue date of this solicitation until a Contractor(s) is selected and the selection is announced, Offerors are not permitted to communicate with any Commonwealth staff concerning this solicitation

After the award of a contract, all programmatic communications are to be made to the Agency Contact Person identified in the contract document with a copy to the Division of Purchases Buyer.

After the Award of a contract, all communications of a contractual or legal nature are to be made to the KYTC Division of Purchases Buyer.

2.12 Delivery Orders for Commodities

No shipments are authorized until an official Delivery Order has been fully processed by an authorized agency or payment has been made via Pro-Card.

Penalties assessed for late deliveries will be calculated based on the date of the Delivery Order and the delivery time stated in Section 1.04.

Payment shall be made against the actual quantities received. The Delivery Order shall be modified to adjust quantities if needed.

Any and all items or portions of items not delivered on or prior to the expiration date of the contract shall be considered cancelled after that date. There will be no claim for damages allowed by reason of cancellation thereof.

2.13 - Deliveries

See Section 1.04

2.14 - Inspection

All supplies, equipment and services shall be subject to inspection or tests by the Commonwealth prior to acceptance. In the event supplies, equipment or services are defective in material or workmanship or otherwise not in conformity with specified requirements, the Commonwealth shall have the right to reject the items or services or require acceptable correction at the vendor’s expense.

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2.15 - Invoices

Invoices, if required, shall be prepared and transmitted to the agency receiving the goods or services.

One copy shall be marked "original" unless otherwise specified. Each invoice shall contain at least the following information:

a. Contract and Delivery Order number;

b. Item numbers;

c. Description of supplies or services;

d. Sizes;

e. Quantities;

f. Service Dates;

g. Unit prices; and

h. Extended totals.

2.16 - Payments

The vendor shall be paid, upon the submission of proper invoices to the receiving agency at the prices stipulated for the supplies delivered and accepted, or services rendered. Unless otherwise specified, payment will not be made for partial deliveries accepted. Payments will be made within thirty (30) working days after receipt of goods and vendor’s invoice in accordance with KRS 45.453 and KRS 45.454. A penalty payment of one percent (1%) per month shall be added to the amount due the vendor for each full or partial month that the payment exceeds 30 working days.

2.17 - Vendor’s Report

The vendor(s) may be asked to furnish the KYTC Division of Purchases, a report showing volume which has been sold to the Commonwealth and its using agencies each six (6) months of the contract period.

The report will include political subdivisions and university purchases. This report may be the vendor’s computer printout sheet or form. This shall apply to all items, which are to become a part of this contract.

This report must reference usage by brief description, product number or other format designated by the KYTC Division of Purchases.

2.18 - Post Contract Agreements

The Master Agreement shall represent the entire agreement between the parties. Prior negotiations, representations, or agreements, either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this contract. Unless, contractually provided, the Commonwealth shall not be required to enter into nor sign further agreements, leases, company orders or other documents to complete or initiate the terms of the contract. Any such documents so obtained will be non-binding on the State and be cause for breach of contract.

2.19 - Service Performance

All services performed under contract shall be in accordance with the terms and conditions of the contract. It will be the agency’s responsibility to ensure that such services rendered are performed and are acceptable.

The relationship between the State and the Contractor is that of client and independent Contractor. No agent, employee, or servant of the Contractor or any of its subcontractors shall be or shall be deemed to be an employee, agent, or servant of the State for any reason. The Contractor will be solely and entirely

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Deviations of services performed will not be made without the written approval of the KYTC Division of Purchases. Problems that arise under any aspect of performance should first be resolved between the vendor and the agency. If such problems and/or disagreements cannot be resolved they should be referred to the KYTC Division of Purchases for mediation.

2.20 - Assignment

The vendor shall not assign this Master Agreement in whole or in part to another vendor at any time during the initial or optional renewal terms of the contract, without the consent, guidance and approval of the Commonwealth. Any assignment hereunder entered into, subsequent to the execution of the contract with the prime vendor, must be annotated and approved by the Commonwealth. Any purported assignment without this consent shall be null and void.

2.21 – Ethics Compliance

Contractor certifies that contractor and its employees will not offer or provide gifts to KYTC employees in excess of $25.00 in any single calendar year as defined in KRS 11A.045 (1) and KYTC General Administration and Personnel Policy GAP-808. Moreover, contractor certifies that contractor and its employees will not offer any ticket to a sporting event to a KYTC employee without being reimbursed the face value amount for said ticket as defined in KRS 11A.045 (2).

It is agreed and understood that non-compliance with the above provisions may result in the suspension of vendor procurement participation, contract termination, and/or debarment.

2.22 - Termination of Contracts

A contract may be terminated for default by the vendor, for the convenience of the Commonwealth, or for lack of appropriation in accordance with 200 KAR 5:312.

2.23 - Endorsements

The Contractor shall not refer to the Award of Contract in commercial advertising in such a manner as to state or imply that the firm or its services are endorsed or preferred by the Commonwealth of Kentucky.

2.24 - Registration with the Secretary of State by a Foreign Entity

Pursuant to KRS 45A.480(1)(b), an agency, department, office, or political subdivision of the Commonwealth of Kentucky shall not award a state contract to a person that is a foreign entity required by KRS 14A.9-010 to obtain a certificate of authority to transact business in the Commonwealth (“certificate”) from the Secretary of State under KRS 14A.9-030.

For all foreign entities required to obtain a certificate of authority to transact business in the Commonwealth, if a copy of the certificate is not received within the time specified by the Division of Purchases, the foreign entity’s solicitation response may be deemed non-responsive. If the foreign entity is not required to obtain a certificate as provided in KRS 14A.9-010, the foreign entity should identify the applicable exception in its solicitation response. Foreign entity is defined within KRS 14A.1-070.

Vendors are required to remain in active and good standing during the life of the contract.

Businesses can register with the Secretary of State at https://onestop.ky.gov/Pages/default.aspx

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2.25 - Discrimination:

Discrimination (because of race, religion, color, national origin, sex, sexual orientation, gender identity, age, or disability) is prohibited. This section applies only to contracts utilizing federal funds, in whole or in part. During the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity or age. The contractor further agrees to comply with the provisions of the Americans with Disabilities Act (ADA), Public Law 101-336, and applicable federal regulations relating thereto prohibiting discrimination against otherwise qualified disabled individuals under any program or activity. The contractor agrees to provide, upon request, needed reasonable accommodations. The contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, age or disability. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensations; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, sex, sexual orientation, gender identity, age or disability.

3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

4. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965 as amended, and of the rules, regulations and relevant orders of the Secretary of Labor.

5. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, as amended, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further government contracts or federally-assisted construction contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provided in or as otherwise provided by law.

7. The contractor will include the provisions of paragraphs (1) through (7) of section 202 of Executive Order 11246 in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor, issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, as amended, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions including sanctions for noncompliance;

provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

2.26 - Kentucky Sales and Use Taxes

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Sales of tangible personal property or services to the State of Kentucky and its agencies are not subject to state sales or use taxes.

2.27 - Extension Period

This contract may be extended at the termination of all contract renewal periods for additional time not to exceed 90 days. This extension must be accompanied by the written approval of the vendor and the Division of Purchases

2.28 – Extension to Other Agencies

The Division of Purchases reserves the right, with the consent of the vendor, to offer this master agreement to other state agencies who may have need for the product(s) and/or service(s). Each state agency must obtain prior approval from the Finance Cabinet Office of Procurement Services.

If Contracts are used by state agencies other than the Transportation Cabinet, such responsibilities will be assumed by the user agency. All billing and payments for materials/services purchased from an agreement will be directly between the user agencies and Vendors.

2.29 - Extension to Political Subdivisions

The Division of Purchases reserves the right, with the consent of the vendor, to offer this master agreement to political subdivisions and local government entities who may have need for the product(s) and/or service(s). Prior approval from the Finance Cabinet is not required.

If Contracts are used by political subdivisions, such responsibilities will be assumed by the user agency.

All billing and payments for materials/services purchased from an agreement will be directly between the user agencies and Vendors.

2.30 - Access to Records

The contractor, as defined in KRS 45A.030 (9) agrees that the contracting agency, the Finance and Administration Cabinet, the Auditor of Public Accounts, and the Legislative Research Commission, or their duly authorized representatives, shall have access to any books, documents, papers, records, or other evidence, which are directly pertinent to this contract for the purpose of financial audit or program review. Records and other prequalification information confidentially disclosed as part of the bid process shall not be deemed as directly pertinent to the contract and shall be exempt from disclosure as provided in KRS 61.878(1)(c). The contractor also recognizes that any books, documents, papers, records, or other evidence, received during a financial audit or program review shall be subject to the Kentucky Open Records Act, KRS 61.870 to 61.884.

2.31 - Records Retention

The Finance and Administration Cabinet may inspect the place of business of the Vendor or any sub Vendor under the master Agreement contract awarded or to be awarded by the Commonwealth. In accordance with KRS 45A.150, the Finance and Administration Cabinet may audit the books and records of any person who has submitted cost or pricing data under KRS 45A.120 at any time until three years from the date of final payment under the prime contract, and by any subcontractor for a period of three years from the date of final payment under the subcontract. Such books and records shall be maintained by the contractor for a period of three years from the date of final payment under the contract and by any subcontractor for a period of three years from the date of final payment under the subcontract. The Finance and Administration Cabinet shall be entitled to audit the books and records of a contractor or any subcontractor under any negotiated contract or subcontract other than a firm fixed-price type contract, provided, however, that this provision shall not limit the right to audit stated above. Such books and records shall be maintained by the contractor for a period of three years from the date of final payment under the prime contract and by the subcontractor for a period of three years from the date of final

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