Online_Content_Library_for_Employees_(Addendum_#3_Revision).pdf

Solicitation No. 110582, Online Content Library for Employees

WASHINGTON SUBURBAN SANITARY COMMISSION

SOLICITATION NO. 110582

ONLINE CONTENT LIBRARY FOR EMPLOYEES

Due Date and Time: Monday, August 3, 2026, 2:00 pm

Table Of Contents

1. MINIMUM QUALIFICATIONS

2. INSTRUCTIONS TO BIDDERS/OFFERORS

3. ADDITIONAL INSTRUCTIONS TO OFFERORS

4. GENERAL CONDITIONS - GOODS AND SERVICES

5. SPECIAL CONDITIONS

6. INSURANCE REQUIREMENTS

7. SCOPE OF WORK

8. EVALUATION FACTORS

9. MINORITY BUSINESS ENTERPRISE (MBE) AND SMALL LOCAL BUSINESS

ENTERPRISE (SLBE) PROGRAMS

10. PRICING PROPOSAL

11. VENDOR QUESTIONNAIRE

12. ATTACHMENTS

Attachments:

AA - Mid-Atlantic Purchasing Team Intergovernmental & Cooperative Purchasing Clause

1. MINIMUM QUALIFICATIONS

Each Offeror must meet the following minimum qualifications to be considered for Award:

A. the Offeror must be a certified external content provider with an active, documented integration with a leading Enterprise Resource Planning (ERP)/Human Capital Management (HCM) Cloud Solution

Provider ranked in the Leaders quadrant of the Gartner Magic Quadrant.

B. The Offeror must demonstrate three (3) years of experience in the development, hosting, and delivery of online content libraries for employee training and professional development.

2. INSTRUCTIONS TO BIDDERS/OFFERORS

2.1. COMPLIANCE WITH COMMISSION PROCUREMENT REGULATIONS

The Commission's Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15, are incorporated into this Solicitation and made a part of this Solicitation by reference. The Procurement

Regulations can be viewed online at https://wssc.district.codes/Code/6.15.

2.2. DEFINITIONS

Whenever the following words occur in these Instructions to Bidders/Offerors, they shall have the following meanings.

A. "Bidder" means any person submitting a bid in response to an invitation for bids ("IFB") or a request for quotations ("RFQ").

B. "Contract Documents" means all documents that are included, attached, or referenced in a Solicitation.

C. "Invitation for bids" ("IFB") means all documents, whether attached or incorporated by reference, utilized for soliciting bids.

D. "Invitation for prequalification" ("IFP") means all documents, whether attached or incorporated by reference, utilized for prequalifying potential bidders.

E. "Offeror" means any person submitting a proposal to a request for proposals ("RFP") or invitation for prequalification ("IFP").

F. "Request for proposals" ("RFP") means all documents, whether attached or incorporated by reference, utilized for soliciting proposals.

G. "Responsible" means a person who has the capability in all respects to perform fully the requirements stated in the invitation for bids and request for proposals, respectively, and the integrity and reliability that will assure good faith performance.

H. "Responsive" means a person who has submitted a bid or a proposal that fully conforms to the invitation for bids or request for proposals.

I. "Solicitation" means an invitation for bids, a request for proposals, a request for quotations, an invitation for pre-qualification, or any other document issued by WSSC for the purpose of soliciting bids or proposals to perform a WSSC contract.

https://wssc.district.codes/Code/6.15

2.3. WSSC’S SUPPLIER PORTAL SYSTEM

Bidders/Offerors are required to register in WSSC's Supplier Portal System in accordance with WSSC Code of

Regulations, Title 6, Chapter 6.25, at the time of bid opening or proposal submission due dates. Failure to have an active supplier profile prior to this time may render the bid or proposal non-responsive. Information regarding the Supplier Portal System can be found online at https://wssc.district.codes/Code/6.25 and www.wsscwater.com.

2.4. EXPLANATION OF CONTRACT DOCUMENTS TO PROSPECTIVE BIDDERS/OFFERORS

Any prospective Bidder/Offeror must carefully examine the Solicitation. If a prospective Bidder/Offeror is unclear as to the meaning or intent of any of the Contract Documents included in the Solicitation, the prospective Bidder/Offeror shall request a clarification from the Procurement Office before its bid/proposal is submitted.

All questions pertaining to the Solicitation or Contract Documents shall only be submitted by a Bidder/Offeror to the Procurement Officer identified in the Solicitation via the Online Discussion feature in the Supplier Portal.

Questions submitted via email shall not be answered. Replies, where warranted, will be by addenda issued electronically to all parties who have downloaded the Solicitation. Questions received less than ten (10) days prior to the date for opening of bids or due date for receipt of proposals may not be answered. Only questions answered by formal written addenda will be binding. Questions received after this deadline may be addressed at the discretion of the Commission. Oral and other interpretations or clarifications will be without legal effect.

Any information given to a prospective Bidder/Offeror by the Commission will be furnished to all prospective

Bidders/Offerors via Online Discussion in the Supplier Portal.

Any information given to a prospective Bidder/Offeror by the Commission will be furnished to all prospective

Bidders/Offerors.

2.5. SECURITY CLEARANCE REQUIRED FOR ACCESS TO PLANS AND DRAWINGS

In order to receive plans and drawings related to the Solicitation, a prospective Bidder's/Offeror's representative must first be approved through a security background investigation. The Bidder's/Offeror's representative can obtain an application for a security clearance by contacting WSSC''s Procurement Office by phone, (301) 206-8288. Requests for plans and drawings can only be fulfilled for representatives having successfully completed the security investigation. Multiple representatives may gain security clearance to request plans and drawings.

Additionally, plans and drawings may be accessed through E-Builder® ASP software. A user name and password is issued by the Procurement Officer upon request. To obtain a user name and password for access, a

Bidder's/Offeror's representative must first obtain a security clearance.

2.6. SUBMISSION OF PROPOSALS (COMPETITIVE SEALED PROPOSALS)

A. Form And Content Of A Proposal The Solicitation will identify the required form and contents of a proposal. Failure to submit a proposal that meets the requirements of the Solicitation may lead to the proposal being deemed non-responsive or non-responsible.

https://wssc.district.codes/Code/6.25 https://www.wsscwater.com/

B. Proposal Delivery The Solicitation will identify the time and manner in which a proposal shall be delivered to the Commission. Any proposal received after the exact time for receipt will be deemed non-responsive. The proposal will not be considered for award and will be returned to the Offeror unopened.

However, an exception may be made when a late proposal would have been timely but for the action or inaction of the Commission. An Offeror assumes all risks for timely delivery of a bid.

2.7. ACKNOWLEDGMENT OF AMENDMENTS TO THE SOLICITATION

Each Bidder/Offeror shall acknowledge receipt of any amendment to the Solicitation in accordance with the instructions stated in the amendment or otherwise stated in the Solicitation. If a Bidder/Offeror fails to acknowledge the amendment prior to the deadline for submitting a bid or proposal, the bid or proposal may be deemed nonresponsive.

2.8. WITHDRAWAL OF A PROPOSAL (COMPETITIVE SEALED PROPOSALS)

An Offeror may withdraw a proposal by "Unsubmitting" their response in the eProcurement Portal. The established due date for the written notice is either the time and date stated in the Solicitation for receipt of proposals or receipt of modifications to proposals, if any; or if discussions have begun, it is the time and date by which best and final offers must be submitted.

2.9. MISTAKES IN PROPOSALS (COMPETITIVE SEALED PROPOSALS)

A. Mistakes in Proposals Discovered Before Proposal Opening A Offeror may correct mistakes discovered before the time and date set for proposal opening by withdrawing or correcting the proposal.

B. Mistakes Discovered After Receipt of Proposals But Before Award

i. During Discussions - Prior to Best and Final Offers. Once discussions are commenced with any offeror or after best and final offers are requested, any offeror may freely correct any mistake by modifying or withdrawing the proposal until the time and date set for receipt of best and final offers.

ii. After Best and Final Offers. If discussions are not held or if the best and final offers upon which award will be made have been received, mistakes may be corrected, and the intended correct offer considered only if:

1. The mistake and the intended correct offer are clearly evident on the face of the proposal, in which event the proposal may not be withdrawn; or

2. The mistake is not clearly evident on the face of the proposal, but the offeror submits objective evidence which clearly and convincingly demonstrates both the existence of a mistake and the intended correct offer, and such correction would not be contrary to the fair and equal treatment of other offerors.

iii. Withdrawal of Proposals. If discussions are not held, or if the best and final offers upon which award will be made have been received, the offeror may be permitted to withdraw the proposal if:

1. The mistake is clearly evident on the face of the proposal and the intended correct offer is not;

2. The offeror submits objective evidence which clearly and convincingly demonstrates that a mistake was made but does not demonstrate the intended correct offer; or

3. The offeror submits objective evidence which clearly and convincingly demonstrates the intended correct offer, but to allow correction would be contrary to the fair and equal treatment of the other offerors.

2.10. BIDDER/OFFEROR QUALIFICATIONS

A. Performance Capability A Bidder/Offeror shall be responsible and have the capability to properly perform the work described in the Contract Documents, and shall have the necessary expertise, manpower, equipment, capacity and sufficient financial resources to execute the work described in the Contract

Documents properly within the time specified.

The Commission, at its discretion, may make such investigations it deems necessary to determine the ability of a

Bidder/Offeror to perform the work described in the Contract Documents, and the Bidder/Offeror shall furnish to the

Commission such information and data for this purpose as the Commission may request. The Commission may visit any prospective Contractor's place of business, contracts in progress, or contact persons knowledgeable of the

Bidder/Offeror's background to determine its ability, capacity, reliability, financial stability, or other factors necessary to perform the work described in the Contract Documents in a manner satisfactory to the Commission.

The Commission may determine a Bidder/Offeror non-responsible if the Commission determines the Bidder/Offeror does not have the capability, integrity, or reliability to perform the work described in the Contract Documents.

2.11. BONDS AND INSURANCE

The Bidder/Offer to whom a contract is recommended for award shall submit any required bonds and insurance documents to the Procurement Office in accordance with the Procurement Office's instructions. Failure to submit the required documentation within the time period specified may be cause for deeming the bid or proposal non-responsible.

2.12. PROTESTS

Any protest concerning the Solicitation shall be decided by the Chief Procurement Officer in accordance with Procurement

Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.550.

A. Right To Protest Any actual or prospective Bidder or Offeror who is aggrieved in connection with a Solicitation or an award of a Contract may protest to the Chief Procurement Officer. The protest shall be in writing and filed with the Office of the Chief Procurement Officer within seven (7) days after such aggrieved person knows or should have known of the facts giving rise to the protest. A protest shall be considered untimely if it is not received by the Office of the Chief

Procurement Officer within the time period stated above. A Bidder or Offeror is aggrieved only if the Bidder or Offeror can demonstrate that, should the protest be sustained, the Bidder or Offeror may be eligible for the award.

B. Form Of Protest The written protest shall include, at a minimum, the following: (a) name and address of the protestor,

(2) Solicitation or Contract number, (3) statement of reasons for the protest, and (4) supporting exhibits, evidence, or documents to substantiate any claims.

C. Filing Fee The filing fee for a protest is ONE THOUSAND DOLLARS ($1,000.00). The filing fee shall be paid in the form of a check payable to the Washington Suburban Sanitary Commission. If the protest is sustained by the Chief

Procurement Officer, the protester will be entitled to a refund of the filing fee. A PROTEST SHALL BE

CONSIDERED UNTIMELY IF THE FILING FEE IS NOT RECEIVED BY THE PROCUREMENT OFFICE

WITHIN THE TIME LIMITATIONS TO FILE A PROTEST.

D. Authority To Resolve Protests The Chief Procurement Officer, after consultation with the General Counsel's Office, shall have the authority, before the commencement of an action in court concerning the controversy, to settle and resolve a protest of an aggrieved Bidder or Offeror concerning the Solicitation or award of a contract.

E. Award Of A Contract During A Protest In the event of a timely protest, the Commission shall not proceed further with a Solicitation or with the award of a contract until after a written decision on the protest has been issued by the

Chief Procurement Officer, unless the Chief Procurement Officer, after consultation with the General Counsel's Office and the appropriate using department, determines in writing that awarding a contract without delay is necessary to protect the interests of the Commission.

F. Final Decision If the protest is not resolved by mutual agreement, the Chief Procurement Officer must adjudicate the protest on the record and issue a final written decision within twenty-one (21) days of receiving the protest. The decision must: (a) state the reasons for the action taken and (2) inform the Bidder or Offeror of its right to appeal the written decision.

G. Appeal To Court The aggrieved Bidder or Offeror may appeal the written decision of the Chief Procurement Officer to the Circuit Court for Montgomery County or the Circuit Court for Prince George's County under the Maryland Rules governing administrative mandamus actions.

H. Entitlement To Bid Preparation Costs If a protest is sustained by the Chief Procurement Officer and the protesting

Bidder or Offeror should have been, but was not, awarded the contract under the Solicitation, the aggrieved Bidder or

Offeror shall be entitled to the reasonable costs incurred in connection with the Solicitation, including bid preparation costs. The aggrieved Bidder or Offeror shall not be entitled to recover any attorneys' fees incurred in connection with the Solicitation or protest.

2.13. SOLICITATION CANCELLATION

A Solicitation may be canceled, or any or all bids or proposals may be rejected in whole or in part when the Chief Procurement

Officer deems it to be in the best interests of WSSC. Notice of such a decision must be made in writing and provided to all bidders or offerors.

2.14. CONTRACT AWARD

A. Construction Contracts or Design/Build Contracts (Competitive Sealed Bidding) Contracts for construction or design/build using a competitive sealed bidding procurement will be awarded in accordance with MD. Code Ann., Pub. Util. § 20-105(b).

B. Construction Contracts or Design/Build Contracts (Competitive Sealed Proposals) Contracts for construction or design/build using a competitive sealed proposals procurement will be awarded in accordance with MD. Code Ann., Pub. Util. § 20-105(c).

C. Other Contracts (Competitive Sealed Bidding) Contracts that are not for construction or design/build using a competitive sealed bidding procurement will be awarded in accordance with Procurement

Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.310.

D. Other Contracts (Competitive Sealed Proposals) Contracts that are not for construction or design/build using a competitive sealed proposals procurement will be awarded in accordance with

Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.320.

2.15. EXECUTION AND ACCEPTANCE OF A CONTRACT

A contract shall not be considered accepted by the Commission and binding upon the Commission until (1) a contract has been executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority and (2) a Notice to Proceed has been issued.

The Commission reserves the right to cancel a recommended award of a contract without liability to the Commission at any time prior to (1) a Contract being executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority or (2) a Notice to Proceed being issued. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and re-advertised.

Failure by a Bidder/Offeror to execute a contract, submit such other documents as required by the

Contract Documents, or file acceptable insurance and bonds within the time directed shall be just cause for canceling the recommended award. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and re-advertised.

Subcontract plans must be entered and approved in the web-based compliance system in accordance with the Commission's directives. Failure by a Bidder/Offeror to comply with such directives shall be just cause for canceling a recommended award. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and readvertised.

A Notice to Proceed will be issued after (1) a contract has been executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority, (2) upon receipt and acceptance by the

Commission of a Bidder's/Offeror's insurance, bonds, any other designated documents, (3) upon verification of entry and acceptance of subcontracting plans in the web-based compliance system, and (4) upon approval of background investigations of employees to work on Commission property. The Notice to Proceed represents the final document required before a contract shall be considered accepted by the Commission and binding upon the

Commission.

2.16. MARYLAND PUBLIC INFORMATION ACT NOTICE

The Commission is subject to the Maryland Public Information Act. Bidders and Offerors are strongly encouraged to specifically identify those portions of their bids or proposals, if any, which they deem to contain protected trade secrets, confidential commercial information, confidential financial information, or confidential geological or geophysical information pursuant to Md. Code Ann., General Provisions, §§ 4-335 and 4-336.

3. ADDITIONAL INSTRUCTIONS TO OFFERORS

This Solicitation shall be conducted in accordance with the Commission’s or WSSC Water Procurement

Regulations: WSSC Water Code of Regulations, Title 6 Ch. 6.15. The following instructions are in addition to those contained in the Instructions to Bidders/Offerors included in the Solicitation.

3.1. REQUEST FOR PROPOSALS

This solicitation will be advertised through the Request for Proposal (RFP) process. Each proposal shall be evaluated to determine which proposal will be deemed the most advantageous offeror. The solicitation will be awarded in accordance with the guidelines outlined through WSSC’s Procurement Regulations (§ 6.15.320) for

Competitive Sealed Proposals.

3.2. OPTIMIZATION OF DIVERSE BUSINESS DEVELOPMENT PROGRAM

This solicitation is designated as a set-aside for firms certified under WSSC Water’s Minority Business

Enterprise (MBE) and/or Small Local Business Enterprise (SLBE) programs in accordance with the

Optimization of Diverse Business Development Program requirements. Only firms holding an active MBE and/or SLBE certification at the time of bid/proposal submission are eligible to participate.

For additional information regarding eligibility requirements and program compliance, please refer to Section 9, Minority Business Enterprise (MBE) and Small Local Business Enterprise (SLBE) Programs.

3.3. PROPOSAL SUBMISSION

A. Submission

1. Only one Proposal may be submitted by an Offeror.

2. The Technical and Price Proposal shall be submitted via the eProcurement Portal at https://procurement.opengov.com/portal/wsscwater.

3. Proposals submitted in any form other than as specified herein may be deemed non-responsive and will not be considered for award. Oral and telegraphic proposals, including e-mail submissions, are considered invalid and will not be accepted or considered for award.

4. Proposals shall be concise, yet sufficiently comprehensive to set forth the Offeror’s understanding of the required services. Proposals must be organized to the structure described in these instructions to

Offerors.

3.4. EVALUATION FACTORS

All Proposals will be evaluated in accordance with WSSC Procurement Regulation 6.15.320, Competitive Sealed

Proposals. Accordingly, Offerors must note that a number of factors will be considered by WSSC in making an award. Price will not be the sole determining criterion.

Evaluation Factors

Technical Approach 25% https://procurement.opengov.com/portal/wsscwater

Firm's Experience 20%

Key Personnel 10%

Demonstration 35%

Price 10%

3.5. EVALUATION RATING

All Proposals meeting the Minimum Qualifications will be evaluated in accordance with WSSC Water

Procurement Regulation Chapter 6.15.320, Competitive Sealed Proposals. Price will not be assessed at this stage.

Scoring Scale (0–5)

• 5 – Excellent: Exceeds requirements; comprehensive, detailed, and well-documented; very low risk.

• 4 – Good: Meets requirements; minor weaknesses; low risk.

• 3 – Satisfactory: Generally meets requirements; moderate risk.

• 2 – Marginal: Partially meets requirements; significant weaknesses; high risk.

• 1 – Poor: Does not adequately meet requirements; major weaknesses; very high risk.

• 0 – Unacceptable: Fails to meet requirements; insufficient information; not eligible for award.

3.6. PROPOSAL EVALUATION

A. Technical Proposals received will be evaluated by the Evaluation Committee based on the Offeror’s qualifications as described in the proposal.

B. Proposals that do not meet the minimum requirements as stated in the Solicitation, or which are deemed non-responsive or non-responsible, will not be evaluated.

C. Shortlisting / Competitive Range – WSSC reserves the right, after the initial technical evaluation, to establish a competitive range and shortlist the highest-rated offerors for further consideration. Only shortlisted Offerors will be invited to conduct a demonstration, and only their financial proposals will be opened and evaluated. To be shortlisted, Offerors must achieve a minimum score of 33 points, representing

60% of the total 55 points available under the Technical Approach, Firm's Experience, and Key Personnel.

1. WSSC may conduct discussions and request Best and Final Offers (BAFOs) from shortlisted offerors and may make an award without discussions. Inclusion on a shortlist does not guarantee an award. WSSC may adjust the competitive range, reject any or all proposals, or cancel the solicitation at its sole discretion.

D. Price Proposals selected to proceed to the next phase will be opened and evaluated. Price proposals that are not selected to advance to the next phase will be unopened.

E. Once the Evaluation Committee has completed its review, the results of the Technical Proposals and the

Price Proposals will be combined for a final evaluation.

F. Offerors may be required to give an Oral Presentation to further address their Technical Proposal.

G. The proposal(s) deemed most advantageous to WSSC, taking into consideration the evaluation outlined in the Request for Proposal, will be recommended for award.

H. If two (2) or more proposals are equally ranked, WSSC reserves the right to select the proposal deemed most advantageous to WSSC by the Evaluation team.

I. The WSSC reserves the right to award this Contract based on Proposals received with or without further discussion or negotiation.

J. Offerors may be asked to submit Best and Final Offers (BAFO) after the price proposals have been opened.

K. All Offerors will be notified by the WSSC of the final awardee(s).

3.7. TECHNICAL PROPOSAL

The Technical Proposal must demonstrate the Minimum Qualifications of the Solicitation.

The Technical Proposal shall be no more than 50 single-sided pages in length (exclusive of the documentation required in Appendix C and OSDI Participation below). Electronic copies shall be bookmarked to enable easy navigation of the pdf documents.

TAB 1: Technical Approach

TAB 2: Firm's Experience

TAB 3: Key Personnel

TAB 4: Demonstration

Appendix C forms (please refer to the vendor questionnaire).

Office of Supplier Diversity Inclusion (OSDI) Participation (please refer to the vendor questionnaire).

3.8. PRICE PROPOSAL

Price proposal will be evaluated for best value

A. Offeror shall provide a unit cost in the PRICING PROPOSAL section and submit separately from the Technical

Proposal.

https://procurement.opengov.com/portal/wsscwater/projects/273681/document?section=2638977

B. The Offeror shall submit their all-inclusive price in the Price Proposal that demonstrates the overall cost to provide the requested goods and/or services in accordance with the requirements of this RFP.

3.9. BASIS OF AWARD

A. WSSC reserves the right to award to the most responsible and responsive offeror whose proposal is determined in writing to be the most advantageous to WSSC, taking into consideration the evaluation factors outlined in the Request for Proposals.

B. WSSC intend to make a single award for this RFP.

4. GENERAL CONDITIONS - GOODS AND SERVICES

4.1. CONTRACT DOCUMENTS

The Contract Documents include WSSC's Procurement Regulations (WSSC Code of Regulations, Title 6, Chapter 6.15), the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Drawings, Certificate of Substantial Completion, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, and Federal Contract Provisions when required.

A. The intent of the Contract Documents is that the Contractor shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the

Contract Documents and all incidental work necessary to complete the Project in an acceptable manner, ready for use, occupancy or operation by the Commission.

B. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:

o Federal Contract Provisions (only if identified and incorporated in the Contract Documents) o WSSC Procurement Regulations o Change Orders o Amendments o Addenda o Special Conditions o General Conditions o Invitation for Bids o Contract Execution Page o Notice to Proceed o Notice of Award o Specifications/Statement of Work o Drawings

4.2. ECONOMIC PRICE ADJUSTMENT

A. All prices shall remain firm during the initial term of the Agreement. Any subsequent price adjustments, whether increases or decreases, will be considered on an annual basis, at the sole discretion of the

Commission.

B. The Contractor must submit any requests for price adjustments in writing at least 60 days prior to the desired adjustment date. The baseline for determining price adjustments will be the closing date of the solicitation. All proposed price changes are subject to review and approval by the Commission.

C. Price increases will be capped at a maximum of 10% per year, while price decreases will be capped at a minimum of 10% per year. Pricing adjustments shall be determined using the U.S. Bureau of Labor

Statistics average percentage change for the most recent calendar year, as referenced in the solicitation.

Any requests for such adjustments are not guaranteed.

D. In the event of extraordinary circumstances, including but not limited to significant regulatory changes, tariffs, or other external factors beyond the control of the Contractor, that result in substantial price increases, the Commission may, at its sole discretion, consider adjustments exceeding the 10% cap.

However, such WSSC adjustments are not guaranteed, and the Commission is under no obligation to approve any requests for price increases beyond this limit. To support such requests, the Contractor must provide detailed and verifiable documentation, including but not limited to: invoices from suppliers reflecting increased costs, official government notices of tariff changes, detailed cost analyses, and any other relevant financial records or data. All submissions will be thoroughly reviewed, and approval will be granted solely at the Commission's discretion.

4.3. WORKING HOURS

A. The Contractor will only be permitted access to the Commission's facilities during the general working hours of 7:00 a.m. to 3:30 p.m., local prevailing time, Monday through Friday, except on Commission-observed holidays. Any other times will be noted in the solicitation documents.

B. If it becomes necessary for the Contractor to perform work during Commission non-working hours, permission to work must be granted by the Project/Contract Manager. The Contractor will be required to furnish to the Project/Contract Manager a list of the Contractor's employees who will be working. No additional compensation shall be paid for hours worked during non-working hours.

4.4. HOLIDAYS

A. Access to Commission facilities will be denied on holidays. It is the responsibility of the Contractor to determine on which specific dates these holidays are observed by the Commission.

B. The Commission observes the following holidays: New Year's Day (Observed), Martin Luther King

Jr.'s Birthday, President's Day, Memorial Day, Juneteenth (Observed), Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day

(Observed), General Election Day (even numbered years) and Inauguration Day.

4.5. CONTRACTORS RESPONSIBILITIES

A. The work to be performed under this Contract will be performed in and around operating facilities.

The Contractor will take all precautions necessary to prevent interference with the Commission's operations.

4.6. DELIVERY

A. All deliveries made to the Commission Facilities shall be made F.O.B. destination. Receiving hours are from 7:30 A.M. to 11:45 A.M. and 12:45 P.M. to 3:45 P.M., Monday through Friday, except on

Commission holidays (unless otherwise noted in solicitation documents).

4.7. PROPERTY DAMAGE

A. Should any damage to Commission property be caused by the Contractor, employees, or agents of the Contractor, the Contractor will be required to report it to the Commission's Project Manager and make repairs immediately, to the satisfaction of the Commission's Project Manager and at no cost to the

Commission. The Commission may, however, elect to make repairs or replace the damaged property and deduct the cost of repairs or replacement from monies due, or to become due, to the Contractor.

4.8. PACKING LIST

A. A packing list shall accompany every shipment made. Absence of a packing slip or absence of required information may cause refusal of the shipment. The packing list shall contain the following information: Contract number, Master Delivery Release (MDR), and/or Purchase Order number, item description and size, quantity shipped, quantity ordered, quantity backordered, and packing slip number.

Absence of the packing slip and its required information may be cause for rejection of the material and termination of the contract for default.

4.9. CONDITION OF MATERIAL UPON DELIVERY

A. All material shipped shall be protected to ensure against damage in transit; all material shall be in good condition upon delivery. If, upon unloading from a Carrier's truck, any products/materials are found damaged or otherwise unacceptable, the material will be rejected. The Project Manager or designee will notify the Contractor for such damages. The rejected product/material will be loaded on the carrier's truck for return to the Contractor or for other means of disposal at the Contractor's expense.

4.10. STOP WORK

A. Work may be temporarily stopped in the field by the Commission's Project Manager because of weather, poor workmanship, lack of materials, safety violations, or other unforeseen circumstances. If the work stoppage is longer than, or is expected to be longer than 48 hours, a written Stop Work Notice will be issued by the Contract Administrator.

4.11. RIGHT TO BID

A. The Commission reserves the right to advertise for bids any individual proposed project(s) whose estimates exceed those that the Commission feels are reasonable. The Commission also reserves the right to advertise for bid any project whose estimate exceeds 20% of the Contract value.

4.12. EMERGENCY

A. Notwithstanding the existence of the contract, the Commission reserves the right to order any item required for emergency purposes from any party who can deliver such item to meet the requirements of the Commission, without waiving or voiding any of the terms of the contract.

4.13. WARRANTY

A. The Contractor shall expressly represent, warrant, and agree that all goods, equipment, machinery, materials, services, or work provided or performed on or off Commission premises relative to this

Contract will:

1. Conform in all respects to the Commission's specifications, drawings, requirements, or other descriptions.

2. Be fit for the purpose or purposes of intended use.

3. Conform to all applicable local, state, and federal laws and regulations.

4. Be of good quality, merchantable, of good workmanship, or material best suited for the intended purposes, and free from defects of any kind or nature whatsoever.

5. If said equipment, material, service, or work is found to be defective in workmanship, materials or design, fails or is found to be non-conforming with the terms and conditions of this Contract, within

12 months after the date of acceptance, it shall, at the Commission's option, be repaired or replaced at the Commission's location by the Contractor at absolutely no cost to the Commission.

6. All items delivered or supplied hereunder will be free and clear of all liens, encumbrances, claims, and security interests of whatever nature and substance. Upon request, the Contractor shall supply the Commission with documentation satisfactory to it, evidencing the absence of such liens, encumbrances, claims, and security interests.

B. The warranty period shall begin upon final acceptance of the work.

4.14. PAYMENT

A. Payment will be made by Automated Clearing House (ACH) or by WSSC's Procurement Credit Card for the total number of items contained in each delivery (shipment) within 30 days after the shipment has been received, inspected, and accepted by the Commission.

B. Payment will not be made for any material in any given delivery (shipment) until the materials have been properly accounted for as to the quantity, compliance, and acceptance by the Commission in accordance with this Contract. Prompt payment discounts, if any, shall be applicable from the date of acceptance of the materials or the date of receipt of the invoice, whichever is later. Payment will be made upon receipt of a properly executed invoice(s) and in accordance with the provisions of this

Contract.

C. Invoices shall reference the Master Delivery Release, and/or Purchase Order number, be submitted in duplicate based on the appropriate unit prices named in the Bid and addressed as follows:

Washington Suburban Sanitary Commission

Finance/Disbursements Group

14501 Sweitzer Lane, 11th Floor

Laurel, Maryland 20707-5902

4.15. METROPOLITAN WASHINGTON COUNCIL OF GOVERNMENTS

A. Bidders are advised that the prices, terms, and conditions of any Contract resulting from this Invitation for Bids will be extended, subject to bidder approval, to any of the members of the Metropolitan

Washington Council of Governments Purchasing Group. Bidders shall indicate in the appropriate space whether they will extend the resultant Contract to any or all of the members of the Metropolitan

Washington Council of Governments Purchasing Group on the attached page.

4.16. CONTRACT SOLE AGREEMENT

A. This Contract constitutes the sole and entire agreement with the Contractor for the Work to be performed.

4.17. SUBCONTRACTING OR ASSIGNMENT

The benefits and obligations hereunder shall inure to and be binding upon the parties hereto, and neither this

Contract nor the obligations or services to be performed hereunder shall be subcontracted, assigned, or otherwise disposed of, either in whole or in part, except with the prior written consent of the Chief Procurement

Officer. Written consent of the Commission's Chief Procurement Officer is also necessary for the substitution of a previously approved subcontractor or assignee.

4.18. UNIFORM COMMERCIAL CODE (UCC) APPLICATION

The parties to this Contract recognize that the provisions of the Uniform Commercial Code do not normally apply to the performance of services as distinguished from transactions in goods. However, the parties explicitly agree that for purposes of this Contract, the provisions of the Uniform Commercial Code shall apply, and any dispute arising under this Contract shall be resolved in accordance with the provisions of the Code, unless the

UCC provisions conflict with the General Conditions and Instructions set forth herein or any documents or provisions incorporated by reference.

4.19. PATENTED DEVICES, MATERIALS AND PROCESSES

A. If the Contractor is required or desires to use any design, device, material, or process covered by letters of patent or copyright, he shall provide for such use by a suitable legal agreement with the patentee or owner, and a copy of such agreement shall be filed with the Commission. The Contractor shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent right and hold the Commission harmless from loss on account thereof, except that the Commission will be responsible for any such loss when a particular process, design, or the product of a particular manufacturer or manufacturers, as specified, is an infringement of a patent.

4.20. CHANGE ORDERS

A. The Chief Procurement Officer may, at any time, without prior consent of the Contractor, and without notice to sureties, by written order designated or indicated to be a change order, make any change in the work within the general scope of this Contract.

B. If the Contractor intends to assert a claim for additional compensation or extension of time for completion of the Contract as a result of a change order being issued, the Contractor shall submit a

Claim in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.580(b).

C. However, nothing in this General Condition shall excuse the Contractor from proceeding with the

Contract as changed. By proceeding with the work, the Contractor shall not be deemed to have prejudiced any claim for additional compensation or an extension of time for completion.

4.21. CLAIMS

A. Any Claim by the Contractor against the Commission arising under or relating to this Contract shall be filed and adjudicated in accordance with the requirements and procedures outlined in WSSC Code of

Regulations, Title 6, Chapter 6.15.580(b).

B. Any Claim by the Commission against the Contractor arising under or relating to this Contract shall be filed in the federal or state courts located in Prince George's County, Maryland, or Montgomery County, Maryland. However, the Commission may assert any set-off amount in any claim filed by the Contractor against the Commission.

C. This Contract and any Claim arising under or relating to it shall be governed in accordance with the law of the State of Maryland.

D. The Contractor shall diligently carry on the Work and maintain the progress schedule during any dispute, appeal, or court proceeding arising from or related to a Claim.

E. No claim by the Contractor shall be allowed if asserted after final payment under this Contract

4.22. MATERIAL AND WORKMANSHIP

A. All equipment, materials, and components incorporated into the work covered by this Contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this Contract. References in the specifications to equipment, materials, articles, or patented processes by trade name, make, or catalog number shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, as his option, use any equipment, material, article, or process that, in the judgment of the Chief Procurement Officer, is equal to that named in the specifications, unless otherwise specifically provided in this Contract.

B. All work under this Contract shall be performed in a workmanlike manner. The Chief Procurement

Officer may require, in writing, that the Contractor remove from work any employee the Chief

Procurement Officer deems incompetent, careless, or otherwise objectionable.

4.23. TAXES

A. Pursuant to MD Code, Tax - General, § 11-220(a), Maryland sales and use taxes do not apply to a sale to the Commission. For purchases made directly by the Commission, the Commission will provide the

Contractor with its Maryland sales and use tax exemption certificate.

4.24. DELAY OF WORK

A. If the performance of all or any part of the work of this Contract is delayed or interrupted (a) by an act of the Chief Procurement Officer in the administration of this Contract that is not explicitly or implicitly authorized by this Contract, or (b) by a failure of the Chief Procurement Officer to act within the time specified in this Contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this Contract caused by the delay or interruption and the Contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other Contractual provision affected by the delay or interruption.

B. However, no adjustment shall be made under this General Condition for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other provision of this Contract.

C. A delay claim shall be filed according to WSSC Code of Regulations, Title 6, Chapter 6.15.580(b). A delay claim shall not be allowed (a) for any costs incurred more than twenty (20) calendar days before the Contractor shall have notified the Chief Procurement Officer in writing of the act or failure to act involved, and (b) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the

Contract.

4.25. SUSPENSION OF WORK

A. The Commission may, at any time, suspend, delay, interrupt or stop the performance of any or all of the work of this Contract by written notice to the Contractor. Suspension of work orders shall not exceed ninety (90) calendar days and, as soon as feasible after a suspension of work order is issued, either the

Contract will be terminated or the suspension of work order will be canceled or extended in writing for a reasonable time beyond the period specified in the order. If an extension of the suspension of work order is necessary, it must be evidenced by a unilateral written modification to the Contract issued by the

Commission.

B. In the event of such suspension of work for an unreasonable period of time, all allowable costs

(excluding profit) which are deemed by the Chief Procurement Officer as reasonably and necessarily incurred by the Contractor in suspending the work shall be paid by the Commission, including all costs incurred during the period of suspension and additional costs incurred in reactivating the work. Such payment shall not duplicate costs included under any prior progress payments. The Contractor must (a) itemize the costs involved, (b) provide satisfactory documentation as required by the Commission, and

(c) demonstrate that such work as was provided during the suspension was in direct support of overall work to be performed.

C. Both parties also recognize that the Commission may implicitly suspend the work by reasonable delays in its review, comment and action on the submitted data, plans, reports and other documents transmitted to the Commission, for which there shall be no additional compensation.

D. The Commission's right to suspend this Contract is in addition to and not in substitution for the

Commission's right to terminate as stated herein.

4.26. BRIBES

A. A bribe or attempt to bribe any employee or officer of the Commission by the Contractor shall be considered a fraudulent and bad faith act, and shall thus empower the Commission to invoke its rights pursuant to WSSC Code of Regulations, Title 6, Chapter 6.15.570.

4.27. FAILURE TO PERFORM

A. Failure of the Contractor to (a) deliver or perform the required goods within the time specified or within a reasonable time as interpreted by the Chief Procurement Officer or (b) make replacements of rejected articles immediately or as directed by the Chief Procurement Officer shall constitute authority for the

Chief Procurement Officer to purchase in the open market goods of comparable grade to replace the goods not delivered or rejected. On all such purchases, the Contractor shall reimburse the Commission within a reasonable time, as specified by the Chief Procurement Officer, for any expense incurred in excess of Contract prices, including any administrative costs.

B. Should public necessity demand it, the Commission reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Chief Procurement Officer. The Contractor shall not be liable for any excess costs if acceptable evidence has been submitted to the Chief Procurement Officer that failure to perform this

Contract was due to causes beyond the control and without the failure or negligence of the Contractor.

C. The remedies provided in this General Condition are in addition to any other rights and remedies provided by law or under any other provisions of this Contract.

4.28. TERMINATION OF CONTRACT

A. Where the Contractor's services have been terminated by the Commission, said termination shall not affect any right of the Commission against the Contractor then existing or which may thereafter accrue.

Any retention or payment of monies by the Commission due to the Contractor will not release the

Contractor from compliance with the Contract Documents.

B. Termination for Default

1. The Contract may be terminated for default in accordance with WSSC Code of Regulations, Title

6, Chapter 6.15.590(c).

2. The Commission has the right to terminate for default a material breach of the Contract which shall include but not be limited to the following events:

a. the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for the Contractor or for any of his property, or if he files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or applicable laws

b. the Contractor repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment,

c. the Contractor repeatedly fails to make prompt payments to subcontractors for labor, materials or equipment,

d. the Contractor fails to prosecute the Work or any separable part thereof with such diligence as to endanger performance of this Contract,

e. the Contractor fails to complete said Work within said time,

f. the Contractor disregards laws, ordinances, rules, regulations, directions or orders of any public body having jurisdiction over the Work, or

g. The Contractor otherwise violates any provision of the Contract Documents.

3. After a termination for default, the Commission may acquire, under the terms and in the manner the

Chief Procurement Officer considers appropriate, supplies similar to those terminated, and the

Contractor will be liable to the Commission for the excess cost of those supplies. However, the

Contractor shall continue the work not been terminated.

4. All finished or unfinished supplies provided by the Contractor and not yet delivered, rendered, and accepted by the Commission shall, at the Commission's option, become the Commission's property. The Commission shall pay the Contractor compensation for satisfactory performance prior to receipt of notice of termination for default, less the amount of damages caused by the Contractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination for default and the Commission can affirmatively collect such damages. The term "damages" as used in this paragraph includes, but is not limited to, attorney's fees of fifteen percent (15%).

5. If the Contractor disputes the issuance of a termination for default, or the amount of compensation due the Contractor as a result of the termination of the Contract for default, the Contractor may file a timely claim under WSSC Code of Regulations, Title 6, Chapter 6.15.580(b).

6. Termination for default under this Contract may result in debarment in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560.

7. The rights and…