REITQ Contract 3516T01.pdf

PART I – STATEMENT OF WORK

RENTED EQUIPMENT INVITATION TO QUALIFY

3516T01

I.1 Overview:

The purpose of the Rented Equipment Invitation to Qualify (ITQ) is to qualify responsible and responsive Contractors for the rental of highway and other equipment with or without operator to the Commonwealth of Pennsylvania Department of Transportation (“Department”) for various locations throughout the Commonwealth of Pennsylvania.

This ITQ will result in a contract (“Contract”) that is the first step in a two-step procurement process.

Only those Contractors that respond to this ITQ and that the Department determines to be qualified (“Qualified Contractors”) will be eligible to participate in the second step.

The second step involves the issuance of Requests for Quotes (“RFQ”) to the Qualified Contractors.

Through this two-step process, the Department will offer Qualified Contractors the opportunity to submit quotes for specific requirements of rental equipment to be supplied to Department locations. The Qualified Contractor selected through the RFQ process (“Selected Contractors”) will receive a Purchase Order and will supply the equipment to meet the specific requirements of the Department as indicated in the RFQ.

I.2 Term of the Contract:

The term of the Contract shall commence on the effective date of the Notice-to-Proceed and shall end on August 31, 2027, subject to other provisions of the Contract. A Contractor shall not perform any work until a Contract has been fully executed and an RFQ has been issued and awarded through a fully executed Purchase Order to the Contractor by the Department.

This Contract, when accepted by the Department, shall constitute a Contract that is binding on the Contractor, his/her/its executors, administrators, successors, and/or assignees.

Although the term of this Contract ends on August 31, 2027, issuance of a Purchase Order for a shorter period of time does not mean that a Contractor is entitled to work beyond the effective dates of any Purchase Order that is issued.

All Purchase Orders received by the Contractor on or before the expiration date of the Contract are valid and must be performed in accordance with the Contract. RFQs and Purchase Orders may specify a service period of up to, but no longer than, ninety (90) days beyond the expiration date of the Contract.

Any Purchase Order may be extended up to ninety (90) days upon the same terms and conditions by the Department to meet its operational needs by providing the Contractor with written notice prior to the expiration of the Purchase Order.

I.3 Scope:

This ITQ will cover rental of equipment to the Department with or without operator. The equipment required is identified within the ITQ Portal, Service Categories, Technicals. Note: Equipment is referenced as Technicals within the ITQ portal. The Department’s Issuing Office may add or delete equipment as necessary to meet the Department’s needs. When additional equipment, with or without operator, that is reasonably construed to be within the scope of the ITQ is to be added to the ITQ, the Department’s Issuing Office will notify Qualified Contractors on the ITQ of the equipment to be added.

Contractors may add equipment or counties by updating their ITQ Contract through the ITQ Portal, pending review and approval by the Issuing Officer.

For your convenience, a list of specific equipment is included in Exhibit A at Rented Equipment List .

I.4 Issuing Office:

The ITQ is issued and administered by the Department’s Bureau of Office Services. The Issuing Office is the sole point of contact in the Department for this ITQ; all inquiries should be referred to:

RENTED EQUIPMENT

Issuing Officer Bureau of Office Services 400 North Street, 5th Floor Harrisburg, Pennsylvania 17120 Telephone:(717) 346-9900

RA-PDRENTEDEQUIPITQ@pa.gov

I.5 Existing Contracts:

All existing ITQ Contracts for this service may continue until the end of their current term, including extensions, in accordance with the Terms and Conditions of the current ITQ Contract, which is scheduled to expire on August 31, 2017.

It is intended that the current ITQ Contract #221001, due to expire on August 31, 2017, will be used for Summer 2017 rented equipment needs.

It is intended that this ITQ Contract 3516T01 being bid, effective December 1, 2016, or thereabout, will be used for Winter 2017 rented equipment needs.

I.6 Changes Affecting the Status of the Contract:

It is the responsibility of the Contractor to notify the Issuing Officer, in writing, of any changes that affect the status of the Contract, including, but not limited to:

addition and/or removal of personnel assigned work under an RFQ;

equipment unavailability or breakdown;

any issue which may negatively affect the performance of the service;

any changes or additions of equipment or counties; and changes to their e-mail address.

Refer to Part IV- “ITQ Standard Contract Terms and Conditions,” for additional requirements.

I.7 Contractor Duties:

Each Contractor, subject to the terms and conditions set forth in the Contract, the RFQ, and the Purchase Order, shall furnish rental equipment with or without operators.

The Contractor shall be paid only for the time the equipment is operating unless otherwise agreed to and specified in the RFQ.

The Contractor shall be responsible for all costs, including permits, in the delivery and return of the equipment unless otherwise specified in the RFQ.

Equipment shall be delivered directly to the location specified in the RFQ. The Contractor http://www.dgs.internet.state.pa.us/ITQ/ITQLibrary/Documents/Equipment%20Rental%20List%20-%20updated%2008-30-17.pdf mailto:RA-PDRENTEDEQUIPITQ@pa.gov shall be responsible for the movement of equipment from job site to job site unless identified within the RFQ. At the discretion of the District or County Equipment Manager, the Department may move equipment.

Each Contractor who is successfully qualified shall be considered a prime Contractor with respect to the Department’s ITQ Contract.

Each Selected Contractor shall assume responsibility for delivery of all services specified.

The Department shall consider the Selected Contractor to be the sole point of contact with regard to contractual matters, including payment of any and all charges.

I.8 Qualified Contractors:

Contractors will be selected for receipt of an RFQ from the list of Qualified Contractors for the type of equipment, with or without operator, and County of Interest being requested.

For requirements under the threshold established by the Department of General Services for Small No Bid procurements, the Department will issue an RFQ to at least one Qualified Contractor on the ITQ who has identified that type of equipment and further identified the specific County of Interest.

When the Department requests quotes over the Small No Bid threshold established by the Department of General Services, all Qualified Contractors that have indicated an interest in supplying the equipment for that county will be invited to submit a quote.

When the Department identifies multi-equipment needs, all Qualified Contractors that have indicated an interest in providing any of the equipment identified for the county will be invited to submit a quote. When supplying the quote, the Contractor shall agree to provide all equipment identified.

When the Department identifies a need in multiple counties, all Qualified Contractors who have indicated an interest in servicing any of the counties will be invited to submit a quote for the specified piece of equipment. When supplying the quote, the Contractor shall agree to service all counties identified.

When the Department identifies multi-county and multi-equipment needs, all Qualified Contractors who have indicated an interest in servicing any of the equipment in any of the counties identified in the need will be invited to submit a quote. When supplying the quote, the Contractor shall agree to service all counties and all equipment identified.

I.9 Requests For Quote:

The Department will issue a RFQ, which will include, but not be limited to, the type of equipment, estimated quantity, delivery location, effective term of the Purchase Order, other special terms, conditions and specifications, and bid response requirements. RFQs will be issued and returned on an as-needed basis through electronic mail, unless otherwise specified within the RFQ.

Failure to maintain a current and valid e-mail address on the ITQ will adversely impact the Contractor’s ability to receive RFQs.

Contractors must respond to each RFQ, even with only a “NO BID.” Contractors that fail to respond to five (5) successive RFQs either for a single county or on a multi-county basis may be deemed ineligible to receive and respond to RFQs to supply any and all equipment to that county or counties.

Contractors must submit quotes in sufficient time to be received by the date, time, and manner specified in each RFQ in order to be considered for award. It is the Contractor’s responsibility to ensure that only those agents who are authorized to bind the Contractor respond to the RFQ. All prices shall be firm and must be prepared and submitted in accordance with the specifications in the

RFQ.

I.10 Purchase Orders:

Upon award of the RFQ, the Department will issue to the Selected Contractor a Purchase Order.

Purchase Orders shall constitute the Contractor‘s Notice-to-Proceed. The Contractor shall not begin work and shall not be paid for work performed prior to the receipt of the fully executed Purchase Order. The Contractor shall not be paid for work performed after the expiration date of the Purchase Order. No Department employee has the authority to verbally direct the commencement of any work under this Contract prior to the effective dates of the Contract and the Purchase Order.

I.11 Inspections:

The Contractor shall furnish the type, condition, and quantity of equipment that is necessary for the proper and productive execution of the contracted work.

Equipment must pass all inspections. All equipment shall be subject to inspection upon delivery and return and at any time during the rental period. If the equipment is rejected in an inspection, the Contractor shall receive no reimbursement.

Failure by the Contractor to supply equipment that meets the specifications identified within the RFQ may result in termination, the Contractor being determined non-responsive, and/or entry into the Commonwealth’s Responsibility Program for Contractor performance.

I.12 Maintenance:

The Contractor, at the Contractor’s expense, unless otherwise specified in the RFQ, shall maintain equipment in good mechanical and operating condition subject to inspections. The Contractor shall make all repairs and/or replacements of the equipment while it is in possession of the Department. Maintenance, repair and replacement of equipment includes, but is not limited to, wearing parts such as milling teeth, cutting edges, tires, scrapers, etc.

All routine maintenance shall be completed after normal work hours. The Contractor shall furnish all fuels, oils, lubricants, anti-freeze, water, operators and operating attachments unless otherwise agreed to between the parties and specified in the RFQ. The Contractor shall always be responsible for fueling winter equipment when provided with operator.

During maintenance, all cleaning of equipment shall be performed by the Contractor in an environmentally safe manner, away from waterways and drainage courses. The potential for soil and ground water pollution shall be minimized. If petroleum-based cleaners are used, the residue shall be collected and disposed of in accordance with current environmental regulations. If other organic cleaners are used, it may preclude the need for collection and disposal of residue.

I.13 Equipment Operators:

When the Contractor supplies equipment operators, the operators shall be an agent of the Contractor authorized and permitted to sign any and all related Department documents for the purpose of recording the actual hours worked and other required documentation.

The Contractor, where required, shall furnish qualified operators that provide for a safe and efficient operation. The Department reserves the right to require the Contractor to substitute operator(s) to ensure a safe and efficient operation.

All equipment operators shall be required to wear OSHA-recommended safety gear, where applicable.

I.14 Litter/Road Debris:

The picking up of litter and road debris in conjunction with rented equipment with operator may be included when identified within the RFQ. In the event that it is the intent to include litter/road debris pickup within the RFQ for rented equipment with operator, the Department must determine if it is necessary to seek concurrence from the Union for contracting out preserved bargaining unit work.

I.15 Automatic Vehicle Locator (AVL)/Global Positioning System (GPS):

The Contractor shall furnish, when identified within the RFQ, AVL/ GPS units to record the location and utilization of the equipment. The AVL/GPS system shall be capable of real-time tracking and data capture for historical review of all equipment at the same time collectively or individually. The Contractor is responsible for providing the Department with either a website access location to view the AVL/GPS location of the equipment in real-time or, if identified in the RFQ, the vehicle locations may be displayed along with the Department’s vehicles on an internal Department-based software solution or external solution such as PA511.

In the event that the RFQ identifies a requirement for website access, the Contractor will provide the information in a file format compatible with the Department’s existing software. The Contractor shall be required, at the Contractor’s expense, to provide all necessary software for the above-mentioned data.

The Department may articulate, in the RFQ, its intent to supply the Contractor with an AVL/GPS unit and a requirement that the Contractor place the unit into each truck to track vehicle location for hours worked under this Contract. The vehicle locations may be displayed along with the Department’s vehicles on an internal Department-based software solution or external solution such as PA511.

In the event that the Department supplies the AVL/GPS unit, the Contractor shall be responsible for the unit while in the Contractor’s possession and the return of the unit in good working order at demobilization. The Contractor shall be responsible for the cost of replacing the Department’s AVL/GPS equipment in the Contractor’s possession in the event that it is lost, damaged, or stolen.

I.16 Hour Meter:

All equipment to be paid on an hourly basis without an operator provided by the Contractor shall be equipped with an hour meter installed by the Contractor to verify usage unless otherwise specified in the RFQ.

I.17 Risk of Loss:

The Contractor shall assume and bear the risk of loss or damage to, or theft of, the equipment and all component parts while the equipment or parts are in possession of the Department, whether or not an operator has been provided by the Contractor. However, if the equipment is provided without an operator and the Department could have prevented such loss, damage, or theft by exercising reasonable care or diligence in the use, protection, or care of the equipment, the Contractor shall not bear the risk of loss. No loss or damage to the equipment shall impair any Contractor or Department obligation under any Purchase Order issued as a result of this Contract. If a Contractor alleges that the Department could have prevented a loss, damage, or a theft by exercising reasonable care or diligence in the use, protection, or care of the equipment, it shall submit an invoice and supporting materials to the Contracting Officer for review to determine if the matter should be referred to the Department of General Services’ Bureau of Risk & Insurance Management or be treated as a contract controversy pursuant to Section IV.31 of the Terms and Conditions.

I.18 Additional Equipment:

The Department reserves the right to use any prequalified Contractors to furnish items of rental equipment, which are not on the list of representative equipment shown on the ITQ Service Categories, Technicals.

I.19 Emergency:

If an emergency situation threatens public health, welfare, or safety, or if circumstances outside the control of the Department create an urgency of need and do not permit time to solicit competitive quotes, the Department may obtain equipment necessary to avert a crisis without soliciting quotes.

I.20 Procurement of Alternate Services:

The Department reserves the right to procure services covered under this Contract through another source, where the Department concludes that it is in the Commonwealth’s best interest to do so. In addition, the Department reserves the right to conduct work with its own workforce.

I.21 Permits, Fees, and Notices:

The Contractor shall obtain and pay for all permits, licenses, and certifications required by law for proper execution and completion of its work. The Contractor shall furnish proof of payment for permits, licenses, or certificates, or proof that no permits, licenses, or certificates are required. This proof shall be furnished prior to starting work.

The Contractor shall give all notices and comply with all applicable laws, ordinances, regulations, rules, and orders of any public authority bearing on the performance of the work. If the Contractor observes that any of the Contract documents are at variance therewith in any respect, they shall promptly notify the Issuing Office, in writing. Any necessary modifications shall be made by the Issuing Office.

If the Contractor performs any work knowing it to be contrary to such applicable laws, ordinances regulations, rule of orders, and without such written notice to the Issuing Office, the Contractor shall assume full responsibility therefore and shall bear all cost attributable thereto.

I.22 Contractor Performance:

During the Contract period, Contractors who perform poor or unsafe work, do not provide services on time, or engage in other unacceptable conduct (e.g. violation of the Contract Terms and Conditions), may be entered into the Commonwealth’s Contractor Responsibility Program (CRP), and may be removed from the list of Qualified Contractors and restricted from supplying Rented Equipment services. Furthermore, entry into the CRP may affect the contractor’s ability to obtain future contracts with all Commonwealth agencies.

I.23 Order of Precedence:

If any conflicts or discrepancies should arise in the Terms and Conditions of this Contract, or the interpretation thereof, the order or precedence shall be:

The Contract, subject to its internal order of precedence as follows:

(1) Part I, “Statement of Work,” (2) P a r t I V , “Standard Terms and Conditions,”

(3) All other documents referenced in this ITQ, (4) Purchase Order and any attachments thereto, including: (a) the RFQ, and (b) the Contractor’s quote as accepted by the Commonwealth.

I.24 Bid Security:

Contractors are not required to submit bid security with their application. However, performance security may be required from the Selected Contractor. When performance security is required, the requirements will be set forth in the RFQ.

I.25 Protests:

Any protest arising from the award or non-award of a Contract by the Department as a result of this ITQ (or subsequently issued RFQ) must be filed in writing with the Secretary of the Department of Transportation and follow the procedures set forth in Section 1711.1 of the Procurement Code, 62 Pa.C.S. § 1711.1.

I.26 News Releases:

Contractors shall not issue news releases, internet postings, advertisements or any other public communications pertaining to Rented Equipment awards with the Department without written approval of the Issuing Office, and then only in coordination with the Issuing Office.

I.27 Addenda to the ITQ:

If it becomes necessary to revise any part of this ITQ, an addendum will be provided to all Contractors who received the original ITQ.

I.28 Alternate Applications/Quotes:

The Department will not accept alternate applications or quotes. Alternate applications/quotes are those that are provided in a form other than that specified by the Department. The Department will not accept applications wherein a Contractor alters any of the forms provided in the application.

I.29 Rejection of Applications/Quotes

The Department reserves the right to reject any and all applications/quotes received as a result of this

ITQ.

I.30 Incurring Costs:

The Department shall not be liable for any costs or expenses incurred in the preparation and submission of the proposals.

I.31 Agility Agreements:

Notwithstanding any other right or obligation under this Contract, the Department expressly reserves the right to obtain these services pursuant to separate contracts, known as Agility Agreements, that it has entered into or may enter into with political subdivisions, public authorities, other government agencies or other entities, institutions, or organizations under the authority of Chapter 19 of the Procurement Code (Act 1998-57, 62 Pa. C.S. Section 101 et seq.) for the exchange of supplies, services, facilities, personnel or such other items as may be procured through intergovernmental contracting pursuant Chapter 19.

I.32 Department Employee:

The Contractor, whether an individual, a partner, manager, officer, stockholder, or employee of a firm, is not an employee of the Department, nor does any employee of the Department have any pecuniary interest in the proceeds of the Contract either as an employee of the Contractor or otherwise. No employee or officer of the Department may lease equipment to or from the Department either by using his own name or that of any other. Additionally, no member of the immediate family of a Department employee may lease equipment to the Department. Immediate family refers to any of the following:

father, mother, brother, sister, daughter, son, husband, or wife. The Contractor hereby agrees that the Contract shall be terminated for violation of this condition of the Contract.

I.33 Minimum Wage Provision:

1. Contractor agrees to pay no less than $10.15 per hour to its employees for all hours worked directly performing the services called for in this Contract, and for an employee’s hours performing ancillary services necessary for the performance of the contracted services or lease when such employee spends at least twenty per cent (20%) of their time performing ancillary services in a given work week.

2. Adjustment. Beginning January 1, 2017, and annually thereafter, Contractor shall pay its employees described in Paragraph 1. above an amount that is no less than the amount previously in effect; increased from such amount by the annual percentage increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers (United States city average, all items, not seasonally adjusted), or its successor publication as determined by the United States Bureau of Labor Statistics; and rounded to the nearest multiple of $0.05. The applicable adjusted amount shall be published in the Pennsylvania Bulletin by March 1 of each year to be effective the following July 1.

3. Exceptions. These Enhanced Minimum Wage Provisions shall not apply to employees:

a. exempt from the minimum wage under the Minimum Wage Act of 1968;

b. covered by a collective bargaining agreement;

c. required to be paid a higher wage under another state or federal law governing the services, including the Prevailing Wage Act and Davis-Bacon Act; or

d. required to be paid a higher wage under any state or local policy or ordinance.

4. Notice. Contractor shall post these Enhanced Minimum Wage Provisions for the entire period of the contract conspicuously in easily-accessible and well-lighted places customarily frequented by employees at or near where the contracted services are performed.

5. Records. Contractor/Lessor must maintain and, upon request and within the time periods requested by the Commonwealth, furnish all employment and wage records necessary to document compliance with these Enhanced Minimum Wage Provisions.

6. Sanctions. Failure to comply with these Enhanced Minimum Wage Provisions may result in the imposition of sanctions, which may include, but shall not be limited to, termination of the contract or lease, nonpayment, debarment or referral to the Office of General Counsel for appropriate civil or criminal referral.

7. Subcontractors. Contractor shall include the provisions of these Enhanced Minimum Wage Provisions in every subcontract so that these provisions will be binding upon each subcontractor.

PART II – SUBMITTER APPLICATION

INVITATION TO QUALIFY (ITQ) CONTRACT

Contractors interested in doing business with the Department of Transportation (Department) through the Rented Equipment ITQ Contract (ITQ), 3516T01, must submit a qualification package and supporting documentation to the Department. The Department will review the qualification package and supporting documentation to determine whether the Contractor meets the minimum eligibility requirements. Failure to meet these requirements may result in the Contractor’s qualification package being rejected. Each Contractor that meets the minimum eligibility requirements will be awarded a contract. Award of a contract to a Contractor is not a guarantee of business.

After reviewing PARTS I – IV of this ITQ, the Contractor shall begin the qualification process by clicking on the “Back to Select ITQ” button at either the top or bottom of the page. The Contractor may then begin to develop its online qualification package by clicking on the “Select” button. The system will walk the Contractor through the steps that are required to develop and submit its online qualification package.

Contractors interested in submitting a qualification package to become a Rented Equipment ITQ Contractor must meet all of the following requirements:

1. The Contractor must be registered to do business with the Commonwealth of Pennsylvania. If you are not a registered Contractor, go to www.pasupplierportal.state.pa.us and register.

2. The Contractor must submit a qualification package to the Department in accordance with Part II –

Submitter Application and the Open Enrollment Process outlined in Part III of this ITQ Contract.

3. All Contractors will be required to complete the ITQ Supplier Profile Questionnaire in “Step 3.” Click on the following link, “How to Submit an ITQ Proposal,” to assist you with this process.

4. Subcontractors: Contractors interested in providing services as a subcontractor under this Contract do not need to be qualified as a Contractor since the prime Contractor assumes responsibility for all services whether or not it provides them directly. A Contractor may not subcontract without prior approval from the Department Issuing Office.

Steps for Submitting an ITQ Qualification Package Through the PA Supplier Portal:

To submit an ITQ qualification package, the Contractor shall first select “Create New” and then select “3516T01 REITQ” from the list of ITQ contracts. The Contractor must acknowledge it has reviewed Parts I through IV of the ITQ by clicking the check box located at the end of Part IV, prior to Step 1. When going through each of these steps, the required fields must be completed before a successful save may be performed. If you attempt to save without all required fields being completed, you will get error messages directing you to correct the appropriate field. Required fields are marked with a Red Asterisk *.

Step 1: Select ITQ; Select the Rented Equipment ITQ and review ITQ documents, Parts I through IV.

Step 2: Proposal Contact Information: Complete the required fields for the designated contact person for this ITQ qualification package.

Step 3: Supplier Profile: You will be required to complete each section of the ITQ Supplier Profile

Questionnaire.

I. Company Information: All fields in this section are applicable to this ITQ and require response.

http://www.dgs.internet.state.pa.us/ITQ/ITQLibrary/Documents/How%20to%20Submit%20an%20REITQ%20Proposal.docx

PART II – BID REQUIREMENTS

o Headquarter Address: If the Local Company Address and the Headquarter Address are the same, place a checkmark in the “Same as above” box and the fields will automatically populate.

o Contacts: Complete this section to fill in the contact table. You must input contact information for each required contact type in the drop down list. Once all of the information is input for a specific contact type, click on the “Add Contact” button and the list will generate in the table provided. The same individual may be used as a contact more than once.

o When entering email addresses, please use a company resource account, if available, not an individual’s personal email address.

It is the sole responsibility of the Contractor to insure that they maintain a valid e-mail address for the ITQ in the ITQ Portal.

II. Organizational Information:

o Sections A through F are required under this ITQ and must be responded to accordingly.

o Section C, DGS Self Certified Small Business, will be filled in automatically by the system.

o Sections G through M are not applicable to this ITQ. However, all fields are designated as required fields and must have a response. Note: If you find that a required field asks for information that is "Not Applicable" to your business, enter "N/A" for a text field and "0" for a numeric field.

STEP 4: Service Categories: The service category for this ITQ is Rented Equipment, click on the Add button to move it to the right-hand box.

For your convenience, a list of specific equipment is included in Exhibit A “Rented Equipment List”. Ref: Part I, Statement of Work, Section I.3, Scope.

STEP 5: Select the counties in which you will provide equipment through this ITQ. If you will provide service in all 67 counties, click the “Select All” button.

STEP 6: Select Technicals (Technicals = Specific Equipment) and click on the radio button for each piece of equipment you are providing. If the piece of equipment is being offered with and without operator you must select the radio button for each.

Be aware, your selection of specific equipment and counties will directly affect which RFQs you will receive. Ref: Part I, Statement of Work, Section I.8, Qualified Contractors.

STEP 7: Additional Requirements are not required; continue to the next step.

PART II – BID REQUIREMENTS

STEP 8: The Pre-Submission Audit is used to track your progress while developing your ITQ proposal.

Review all sections to be sure “complete” has been captured in all columns. If the far right column is blank, then the step is incomplete. In this case, click on the “Cancel” button at the bottom of the page and click on the appropriate step that is not complete. An empty checkbox will indicate the step is incomplete.

Once all required information and documentation has been provided, a paragraph preceded by a checkbox will be in view. Click on the checkbox if you believe that you have completed your qualification package with all accurate and applicable information. Once the checkbox is marked, the “Submit Proposal” tab will appear and you are ready to submit your qualification package. Click on the “Submit Proposal” tab and submit your qualification package.

In the event of system or functionality issues, the Department reserves the right to modify the process for the selection of equipment and/or counties.

PART III – INITIAL AND OPEN ENROLLMENT

The Rented Equipment Invitation to Qualify (ITQ) will have two (2) enrollment periods. The initial enrollment period for the ITQ Contract is from December 1, 2016, through February 1, 2017. You, the Contractor, agree that unless your proposal is completed and submitted in the ITQ portal by February 1, 2017, it shall not be considered for the full contract period beginning on or about September 1, 2017. The Pennsylvania Department of Transportation (Department) reserves the right to extend the initial enrollment period to insure adequate geographic coverage.

The ITQ open enrollment process begins on April 3, 2017, and will remain open until June 30, 2027. During the open enrollment period, new Contractors who did not participate and become qualified in the initial enrollment period may seek to be added to the list of Qualified ITQ contractors.

Existing Contractors may seek to become qualified in additional Equipment Categories (Service Categories, Technicals) and counties via the PA Supplier ITQ Portal at any time throughout the term of the Contract.

The application evaluation and Contract execution process for a new or existing Contractor may take an estimated thirty (30) to sixty (60) Department business day to complete. Please note that the qualification, evaluation, and contract execution process may take longer to complete than estimated above depending on the volume of applications received and the availability of Department resources.

Contractors are strongly encouraged to submit their qualification package as soon as practicable.

The current ITQ Contract will expire on August 31, 2017. To participate in RFQs for work after September 1, 2017, Contractors must submit a new ITQ qualification application within the enrollment periods identified above.

PART IV – STANDARD TERMS AND CONDITIONS

IV.1 CONTRACT-001.1b Contract Terms and Conditions (Nov 30, 2006)

The Contract with the awarded bidder (who shall become the "Contractor") shall include the following terms and conditions:

IV.2 CONTRACT-002.1a Term of Contract – Contract (May 2012)

The initial term of the Contract shall be ten (10) year(s) and zero (00) month(s).

The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract.

The Effective Date shall be: a) the Effective Date printed on the Contract after the Contract has been fully executed by the Commonwealth (signed and approved as required by the Commonwealth contracting procedures) or b) the "Valid from" date printed on the Contract, whichever is later.

IV.3 CONTRACT-002.2a Renewal of Contract Term (Nov 30, 2006)

The Contract may be renewed for a maximum of zero (0) additional zero (0) year term(s).

IV.4 CONTRACT-002.3 Extension of Contract Term (Nov 30, 2006)

The Commonwealth reserves the right, upon notice to the Contractor, to extend any single term of the Contract for up to three (3) months upon the same Terms and Conditions.

IV.5 CONTRACT-003.1a Signatures – Contract (Oct 2013)

The Contract shall not be a legally binding Contract until the fully-executed Contract has been sent to the Contractor. No Commonwealth employee has the authority to verbally direct the commencement of any work or delivery of any supply under this Contract prior to the Effective Date. The Contractor hereby waives any claim or cause of action for any service or work performed prior to the Effective Date.

The Contract will not include an "ink" signature by the Commonwealth. The electronically-printed name of the Purchasing Agent represents the signature of that individual who has the authority, on behalf of the Commonwealth, to bind the Commonwealth to the terms of the Contract. If the Contract output form does not have "Fully Executed" at the top of the first page and does not have the name of the Purchasing Agent printed in the appropriate box, the Contract has not been fully executed.

The fully-executed Contract may be sent to the Contractor electronically or through facsimile equipment. The electronic transmission of the Contract shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Contract shall constitute receipt of the fully-executed Contract.

The Commonwealth and the Contractor specifically agree as follows:

1. No handwritten signature shall be required in order for the Contract to be legally enforceable.

2. The parties agree that no writing shall be required in order to make the Contract legally binding, notwithstanding contrary requirements in any law. The parties hereby agree not to contest the validity or enforceability of a genuine Contract or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any genuine Contract or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of a genuine Contract or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Contract or acknowledgement were not in writing or signed by the parties. A Contract or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

3. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

IV.6 CONTRACT-004.1a Definitions (Oct 2013)

As used in this Contract, these words shall have the following meanings:

1. Agency: The department, board, commission or other agency of the Commonwealth of

Pennsylvania listed as the Purchasing Agency. If a COSTARS entity or external procurement activity has issued an order against this Contract, that entity shall also be identified as "Agency".

2. Contracting Officer: The person authorized to administer this Contract for the

Commonwealth and to make written determinations with respect to the Contract.

3. Days: Unless specifically indicated otherwise, days mean calendar days.

4. Developed Works or Developed Materials: All documents, sketches, drawings, designs, works, papers, files, reports, computer programs, computer documentation, data, records, software, samples or any other tangible material without limitation authored or prepared by Contractor as the work product covered in the scope of work for the Project.

5. Documentation: All materials required to support and convey information about the services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media.

6. Services: All Contractor activity necessary to satisfy the Contract.

IV.7 CONTRACT-005.1d Purchase Orders (Oct 2013)

Commonwealth agencies may issue Purchase Orders against the Contract. These orders constitute the Contractor's authority to make delivery. All Purchase Orders received by the Contractor up to and including the expiration date of the Contract are acceptable and must be performed in accordance with the Contract. Each Purchase Order will be deemed to incorporate the Terms and Conditions set forth in the Contract.

Purchase Orders will not include an "ink" signature by the Agency. The electronically-printed name of the purchaser represents the signature of that individual who has the authority, on behalf of the Commonwealth, to authorize the Contractor to proceed.

Purchase Orders may be issued electronically or through facsimile equipment. The electronic transmission of a Purchase Order shall require acknowledgement of receipt of the transmission by the Contractor. Receipt of the electronic or facsimile transmission of the Purchase Order shall constitute receipt of an order. Orders received by the Contractor after 4:00 p.m. will be considered received the following business day.

1. No handwritten signature shall be required in order for the Contract or Purchase Order to be legally enforceable.

2. The parties agree that no writing shall be required in order to make the Purchase Order legally binding. The parties hereby agree not to contest the validity or enforceability of a Purchase Order or acknowledgement issued electronically under the provisions of a statute of frauds or any other applicable law relating to whether certain agreements be in writing and signed by the party bound thereby. Any Purchase Order or acknowledgement issued electronically, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Purchase Orders or acknowledgements under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Purchase Order or acknowledgement were not in writing or signed by the parties. A Purchase Order or acknowledgment shall be deemed to be genuine for all purposes if it is transmitted to the location designated for such documents.

3. Each party will immediately take steps to verify any document that appears to be obviously garbled in transmission or improperly formatted to include re-transmission of any such document if necessary.

Purchase Orders under ten thousand dollars ($10,000) in total amount may also be made in person or by telephone using a Commonwealth Purchasing Card. When an order is placed by telephone, the Commonwealth agency shall provide the agency name, employee name, credit card number, and expiration date of the card. Contractors agree to accept payment through the use of the Commonwealth Purchasing Card.

IV.8 CONTRACT-006.1 Independent Prime Contractor (Oct 2006)

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. The Contractor will be responsible for all services in this Contract whether or not the Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the Contract.

IV.9 CONTRACT-007.01b Delivery of Services (Nov 30, 2006)

The Contractor shall proceed with all due diligence in the performance of the services with qualified personnel, in accordance with the completion criteria set forth in the Contract.

IV.10 CONTRACT-007.02 Estimated Quantities (Nov 30, 2006)

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the Commonwealth and that the Commonwealth in accepting any bid or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the Commonwealth. The Commonwealth reserves the right to purchase materials and services covered under the Contract through a separate competitive procurement procedure, whenever the Commonwealth deems it to be in its best interest.

IV.11 CONTRACT-008.1a Warranty (Oct 2006)

The Contractor warrants that all items furnished and all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the Contract, all items are warranted for a period of one

(1) year following delivery by the Contractor and acceptance by the Commonwealth. The Contractor shall repair, replace, or otherwise correct any problem with the delivered item.

When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the Commonwealth.

IV.12 CONTRACT-009.1c Patent, Copyright, and Trademark Indemnity (Oct 2013)

The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report, document, or other material provided to the Commonwealth under the Contract.

The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract.

This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same.

As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action.

If information and assistance are furnished by the Commonwealth at the Contractor's written request, it shall be at the Contractor's expense, but the responsibility for such expense shall be only that within the Contractor's written authorization.

The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney's fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the Contract.

If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing.

If the Contractor is unable to do any of the preceding, the Contractor shall agree to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

IV.13 CONTRACT-009.1d Ownership Rights (Oct 2006)

The Commonwealth shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the Commonwealth as part of the performance of the Contract.

IV.14 CONTRACT-010.1a Acceptance (Oct 2006)

No item(s) received by the Commonwealth shall be deemed accepted until the Commonwealth has had a reasonable opportunity to inspect the item(s). Any item(s) which is discovered to be defective or fails to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the item(s) or the noncompliance with the specifications were not reasonably ascertainable upon the initial inspection. It shall thereupon become the duty of the Contractor to remove rejected item(s) from the premises without expense to the Commonwealth within fifteen (15) days after notification. Rejected item(s) left longer than fifteen (15) days will be regarded as abandoned, and the Commonwealth shall have the right to dispose of them as its own property and shall retain that portion of the proceeds of any sale which represents the Commonwealth's costs and expenses in regard to the storage and sale of the item(s). Upon notice of rejection, the Contractor shall immediately replace all such rejected item(s) with others conforming to the specifications and which are not defective. If the Contractor fails, neglects or refuses to do so, the Commonwealth shall then have the right to procure a corresponding quantity of such item(s), and deduct from any monies due or that may thereafter become due to the Contractor, the difference between the price stated in the Contract and the cost thereof to the Commonwealth.

IV.15 CONTRACT-011.1a Compliance With Law (Oct 2006)

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.

IV.16 CONTRACT-013.1 Environmental Provisions (Oct 2006)

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations, including, but not limited to:

the Clean Streams Law Act of June 22, 1937 (P.L. 1987, No. 394), as amended 35 P.S. Section

691.601 et seq.; the Pennsylvania Solid Waste Management Act, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. Section 6018.101 et seq. ; and the Dam Safety and Encroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended, 32 P.S.

Section 693.1.

IV.17 CONTRACT-014.1 Post-Consumer Recycled Content (Oct 2013)

Except as specifically waived by the Department of General Services in writing, any products which are provided to the Commonwealth as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified by the

Environmental Protection Agency in its Comprehensive Procurement Guidelines, which can be…