RFP_Exhibit_10B_Side-Fire_Contract_Body.pdf

EXHIBIT 10B: Side-Fire RTS Contract

Request for Proposals

RFP-2026-0911

Washington State

Roadway Toll Systems

Modernization Programs

Offered by

Washington State Department of Transportation

Contract No. ______

Effective Date: ______

For

SIDE-FIRE ROADWAY TOLL SYSTEMS

IMPLEMENTATION, OPERATIONS, AND MAINTENANCE

By and Between

Washington State Department of Transportation and

Side-Fire Roadway Toll Systems EXHIBIT 10B: Side-Fire RTS Contract i State of Washington Contract No. ____ Department of Transportation

TABLE OF CONTENTS

1. RECITALS

2. DEFINITIONS; PURPOSE; ALTERNATE PURCHASE METHODS NOT PRECLUDED

2.1 Definitions

2.2 Purpose; Contract Structure

2.3 Alternate Purchases Methods Not Precluded

3. TERM AND EXTENSIONS

4. PRICE; INVOICE; PAYMENT; TAXES

4.1 Price

4.2 Taxes

4.3 Invoice; Payment

4.4 Survival

5. SCOPE OF WORK; DELIVERABLES

5.1 Scope of Work General

5.2 Terms and Conditions

5.3 Time is of the Essence

5.4 Force Majeure

6. STATEMENTS OF WORK (SOW)

6.1 Statements of Work

6.2 Compensation and Payment Milestones

6.3 Adjustment to Guaranteed Dates

7. CHANGES

8. BONDS

8.1 Implementation Bond

8.2 Operations and Maintenance Bond

8.3 Bond Requirements

9. USE OF WSDOT REAL PROPERTY

9.1 Project Permits and Approvals

9.2 Entry onto WSDOT Property

10. PERSONNEL

10.1 Vendor Personnel

10.2 WSDOT Personnel

11. VENDOR’S RESPONSIBILITIES

11.1 Prompt Work

11.2 Qualified Workers

11.3 Delivery

11.4 Parts Availability

11.5 Shipping and Risk of Loss

11.6 Installations

11.7 Site Security

11.8 Coordination and Cooperation

11.9 Licensing Standards

11.10 Compliance Requirements

11.11 Ambiguities

11.12 Plan Certification

11.13 Data Security and Confidentiality

11.14 Delivery Schedule

ii State of Washington Contract No. ____ Department of Transportation

11.15 Work Site Obligations

11.16 Prevailing Wages

11.17 Public Work

11.18 WSDOT Access and Inspection

11.19 Additional Notification Obligations

12. SUBCONTRACTING

13. TREATMENT OF ASSETS

14. CONTRACT MANAGEMENT

14.1 Contract Administration and Notices

14.2 Contract Management

14.3 Legal Notices

14.4 Project Communication

15. INTELLECTUAL PROPERTY

15.1 Vendor Intellectual Property

15.2 Third-Party Software

15.3 Software Enhancements and Modifications

15.4 Vendor’s Software Warranty and Representations

15.5 Software Code Escrow

15.6 Intellectual Property Indemnification

15.7 Rights to Data

16. REPRESENTATIONS AND WARRANTIES

16.1 Vendor Commitments, Warranties, and Representations

16.2 Covenant Against Contingent Fees

16.3 OSHA/WISHA

16.4 No Surreptitious Code

16.5 Authorization

16.6 Ability to Perform

16.7 No Wage Violations

16.8 No Mandatory Employee Arbitration

17. INDEMNITY; INSURANCE

17.1 Indemnification

17.2 Insurance

18. TERMINATION

18.1 Termination for Default

18.2 Termination by WSDOT

18.3 Termination Procedure

18.4 Succession Support

19. PROTESTS, DISPUTES, AND REMEDIES

19.1 Protests

19.2 Dispute Resolution

19.3 Continuity of Service

19.4 Performance by WSDOT

19.5 Non-Exclusive Remedies

19.6 Late Payment Fees

19.7 Limitations on Vendor’s Right to Rely

19.8 Limitation of Liability

19.9 Liquidated Damages and Incentives

20. AUDITS AND RECORDS

20.1 Auditing Requirements

20.2 Retention and Review of Vendor’s Records

iii State of Washington Contract No. ____ Department of Transportation

20.3 Public Information and Public Records Disclosure Requests

20.4 Survival

21. GENERAL

21.1 Recitals

21.2 Exhibits, Attachments, and SOWs

21.3 RFP and Proposal

21.4 Survivorship

21.5 Assignments

21.6 Publicity

21.7 Independent Status of Vendor

21.8 Entire Agreement

21.9 Amendments/Modifications to the Contract

21.10 Waiver

21.11 Severability

21.12 Governing Law

21.13 Order of Precedence

21.14 Uniform Commercial Code (UCC) Applicability

21.15 Antitrust Violations

21.16 Attorneys’ Fees and Costs

21.17 Electronic Signatures

21.18 Contract Execution

21.19 Counterparts

iv State of Washington Contract No. ____ Department of Transportation

EXHIBIT LIST

• Exhibit A: Side-Fire RTS Statement of Work No. 1 – Proof of Concept

• Exhibit B: Preliminary Coordination for Future Systems

• Exhibit C: Hypothetical Future Systems

• Exhibit D: Minor System Enhancements and Facility Repairs

• Exhibit E: Performance Measures/KPIs

• Exhibit F: Bond Templates

• Exhibit G: Labor Rates

• Exhibit H: Software License (for Vendor Proprietary Software)

• Exhibit I: Software Escrow Agreement

Appendix List (To be incorporated at contract execution)

• Appendix 1: Definitions

• Appendix 2: Project Overview

• Appendix 3: Design, Installation, and Testing

• Appendix 4: Toll Technical Requirements

• Appendix 5: Operations and Maintenance

• Appendix 6: List of Mandatory Standards

• Appendix 7: Lane Side Operations Business Rules

• Appendix 8: Roadside ICD

• Appendix 9: Information Technology Security

• Appendix 10: Plate Type Reference Guide

• Appendix 11: Supplemental Manuals From WSDOT

• Appendix 12: Toll Sign Display File ICD

State of Washington Contract No. ____ Department of Transportation

Contract No. ____ for

This CONTRACT NUMBER ___ FOR SIDE-FIRE ROADWAY TOLL SYSTEMS is made and entered into by and between the WASHINGTON STATE DEPARTMENT OF

TRANSPORTATION, an agency of the State of Washington (WSDOT), and XXX (Vendor), licensed to do business in the State of Washington (Contract).

1. RECITALS

A. The Washington State Legislature has authorized the imposition of tolls on multiple facilities, some of which have been previously deployed and will be due for replacement and others of which will be new deployments.

WSDOT may be granted legislative authority to add toll facilities in the future. At

WSDOT’s discretion, facilities may be added to this Contract in future Statements of

Work. The Contract is not exclusive; WSDOT may add future facilities to other contracts as well.

B. WSDOT issued a Request for Proposals RFP-0911, dated September 11, 2026, (RFP) for the purpose of soliciting Vendors interested in providing proposals to implement, operate, and maintain Roadway Toll Systems covered by the Project.

C. Vendor submitted a timely proposal to the RFP. WSDOT evaluated all properly submitted proposals to the RFP and selected the Proposal of Vendor.

D. WSDOT and Vendor have entered into this Contract pursuant to WSDOT’s express reservations of all rights available to it by law in administering the RFP, including but not limited to the right to negotiate with a proposer without being bound by any provisions in its proposal. In addition, WSDOT has determined that entering into this

Contract with Vendor will meet WSDOT’s needs and will be in WSDOT’s best interest.

E. WSDOT is authorized to enter into this Contract under Ch. 39.26 RCW.

NOW, THEREFORE, in consideration of the covenants contained herein and for the other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, WSDOT and Vendor agree as follows.

State of Washington Contract No. ____ Department of Transportation

2. DEFINITIONS; PURPOSE; ALTERNATE PURCHASE

METHODS NOT PRECLUDED

2.1 Definitions.

All capitalized terms used in this Contract but not expressly defined herein have the respective meanings set forth in Appendix 1.

2.2 Purpose; Contract Structure.

2.2.1 Purpose.

The purpose of this Contract is to define the legal obligations of WSDOT and Vendor with regard to the supply, installation, and maintenance of separate Roadway Toll

Systems (RTS) on state highways. The Contract initially requires Vendor to perform

Side-Fire RTS Proof of Concept development and performance demonstration through a Statement of Work. WSDOT may, but is not required to, employ Vendor under this

Contract to provide standalone facilities in future Statements of Work. The Contract terms herein are intended to apply for both the Proof of Concept and potential future work, unless otherwise specified. Exemptions or modifications pertaining to the Proof of

Concept phase are described in Exhibit A, Statement of Work No. 1 - Proof of Concept.

2.2.2 Contract Structure.

(a) To facilitate Vendor Work on multiple RTS under a single procurement, WSDOT has structured the Contract Documents in a way to allow flexibility in adding

Systems while avoiding duplication of generally applicable terms and conditions.

This process is accomplished through the use of a Statement of Work (SOW) as provided in Section 6 herein.

(b) The general terms applicable to all Systems are set forth in the main body of the

Contract, the applicable Exhibits, the applicable provisions of the RFP, including its Appendices, and any amendments to the aforementioned documents.

(c) For each System WSDOT elects to have Vendor provide under this Contract, WSDOT will issue an SOW. Each SOW will be attached as an Exhibit to the

Contract. Each System SOW contains its own term, milestones, pricing, and liquidated damages. System-specific terms or requirements that differ from or are in addition to universal Contract terms will be set forth in the respective System

SOW, in which case the SOW will control.

(d) SOWs may include a series of Work Packages. Work Packages are identifiable sub-segments of Work, the sum of which constitute the scope of work under a single SOW.

2.3 Alternate Purchases Methods Not Precluded.

2.3.1 Nothing in this Contract shall preclude WSDOT from purchasing Products and Services off-the-shelf or from Vendor or other vendors pursuant to other contracts for which

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WSDOT is a qualified purchaser of off-the-shelf Products and Services. These other contracts include but are not limited to other State or government contracts.

2.3.2 Nothing in this Contract shall preclude WSDOT from purchasing Products and Services for any RTS pursuant to other contracts, with the exception of the facility SOWs executed at the outset of the Contract, which WSDOT has committed to procure from

Vendor under this Contract.

3. TERM AND EXTENSIONS

3.1 The term of this Contract shall commence upon the last signature date (Effective Date) and terminate five (5) years after the Proof of Concept Decommissioning Milestone

Approval date, unless a System SOW is issued within that five-year term. In the event one or more System SOWs are issued, the Contract shall terminate ten (10) years after

Substantial Completion on the last System SOW issued under this Contract, unless terminated earlier as provided elsewhere herein. The Work for each System will include ten (10) years of Operations and Maintenance (commencing upon Substantial

Completion), unless specifically modified by an applicable SOW. This term may be further extended or modified upon the mutual written agreement of the parties.

3.2 WSDOT may later add or modify RTS to the Project upon mutual agreement with Vendor.

WSDOT may add an RTS to the Project no later than ten (10) years from the Effective

Date of this Contract. This term may be further extended upon the mutual written agreement of the parties.

3.3 Terms of individual SOWs are specified in each applicable SOW Exhibit.

4. PRICE; INVOICE; PAYMENT; TAXES

4.1 Price.

4.1.1 Vendor agrees to install, operate and maintain the RTS for the Prices stated in the respective SOWs.

4.1.2 Vendor agrees to install, operate, and maintain RTS on future Toll Facilities at Prices determined in negotiation with WSDOT based on Exhibit C should WSDOT, at its sole discretion, issue and negotiate SOWs for such Systems.

4.1.3 Pricing provided in calendar year 2027 dollars at the time of the Proposal will be escalated at a rate of 3.5% per calendar year, prorated to the nearest month, once the future year of the respective SOW execution is determined.

4.1.4 Labor rates will be adjusted annually using the local Consumer Price Index, in accordance with Exhibit G.

4.1.5 For the term of this Contract, Vendor shall supply any agreed to System modification generally made available to customers as such System modifications become available.

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Vendor agrees to provide such System modifications pursuant to terms, warranties, and

Prices that are comparable to or better than the terms, warranties, and Prices then being offered by Vendor to any other governmental entity purchasing the same quantity under similar conditions.

4.1.6 No advance payment shall be made for the Products, System, or Services furnished by

Vendor pursuant to this Contract.

4.2 Taxes.

4.2.1 Vendor’s Price is inclusive of all applicable sales and use tax, if any, and Vendor shall pay such tax to the Washington State Department of Revenue. Vendor must also pay all other taxes including but not limited to Washington Business and Occupation Tax, other taxes based on Vendor’s income or gross receipts, and personal property taxes levied or assessed on Vendor’s personal property. WSDOT, as an agency of

Washington State government, is exempt from property tax. Vendor has accounted for all taxes, and all other costs of providing the Services, in the Vendor’s Price and shall not be entitled to charge WSDOT for any additional mark-ups, tax, costs, or charges that are not expressly allowed under the Contract.

4.2.2 Prior to commencing work, Vendor shall complete registration with the Washington

State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract.

4.2.3 All payments accrued by Vendor on account of payroll taxes, unemployment contributions, or any other taxes, insurance, or other expenses for Vendor or Vendor’s staff shall be Vendor’s sole responsibility.

4.3 Invoice; Payment.

4.3.1 Payments made by WSDOT to Vendor are full compensation due under the Contract including but not limited to labor, Deliverables, Products, and Services. No additional compensation will be available, except by Amendment.

4.3.2 Payments of invoices shall be made in accordance with the Milestones and payment terms set forth in the applicable SOW.

4.3.3 Vendor shall submit properly itemized invoices to Tollinginvoices@wsdot.wa.gov with a

CC to the WSDOT Project Manager by email with an electronic copy of each invoice

(.pdf), with attached copies of relevant Approval letters. Invoices shall provide and itemize, as applicable, the following items:

(a) WSDOT Contract number ___, SOW number, and Notice to Proceed number as appropriate;

(b) Vendor name, address, phone number, and Federal Tax Identification Number;

(c) Description of Products and/or Services, including quantity delivered;

(d) Milestone, Milestone completion date, deliverable, deliverable number, and deliverable Approval date;

(e) Base Price, retainage withholding, and total amount billable;

mailto:Tollinginvoices@wsdot.wa.gov

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(f) Date(s) of delivery and/or date(s) of installation and set up;

(g) Maintenance charges;

(h) Net invoice Price for each item;

(i) Applicable sales taxes;

(j) Incentive or liquidated damage calculations;

(k) Other applicable charges;

(l) Total invoice Price;

(m) Payment terms; and

(n) Additional information as required under an applicable SOW.

4.3.4 WSDOT may withhold from Vendor’s payment any amounts Vendor owes WSDOT under this Contract; provided that WSDOT has previously given Vendor notice of such owed amounts.

4.3.5 WSDOT will withhold retainage for Work performed under the SOWs, as detailed in the

SOWs.

4.3.6 Incorrect or incomplete invoices will be returned by WSDOT to Vendor for correction and reissue.

4.3.7 The WSDOT Contract number ___ must appear on all bills of lading, packages, and correspondence relating to this Contract.

4.3.8 WSDOT shall not honor drafts, nor accept goods on a sight draft basis.

4.3.9 If WSDOT fails to make timely payment, Vendor may invoice WSDOT one percent (1%) per month on the amount overdue or a minimum of one dollar ($1.00). Payment will not be considered late if payment is deposited electronically in Vendor’s bank account or if a check or warrant is postmarked within thirty (30) Calendar Days of acceptance of the

Product or Service, or receipt of Vendor’s properly prepared invoice, whichever is later.

4.3.10 In the event an overpayment is made to Vendor under this Contract, Vendor shall refund to WSDOT the full amount of any such erroneous payment or overpayment within thirty

(30) Calendar Days of the date of the written notice of such erroneous payment or overpayment, as issued by WSDOT. If Vendor fails to refund the erroneous payment or overpayment within that thirty (30) day period, WSDOT may charge late payment fees as set forth in Section 19.6 herein.

4.3.11 WSDOT shall not pay the Vendor, if the Vendor has charged or will charge the State of

Washington or any other party under any other contract or agreement, for the same goods delivered or services rendered.

4.4 Survival

4.4.1 The provisions in this Section 4 shall survive the expiration or termination of this

Contract.

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5. SCOPE OF WORK; DELIVERABLES

5.1 Scope of Work General.

5.1.1 Roadway Toll System Work.

(a) The Contract initially requires Vendor to perform Side-Fire RTS Proof of Concept development and performance demonstration through an SOW. At WSDOT’s sole discretion, standalone facilities may also be added to the Contract in future

SOWs, in which case the Vendor would be responsible for the design, installation, integration, testing, operation, and maintenance of RTS supported by a common Host. The RTS facilities may include a variety of single-point RTS and Express Toll Lanes RTS. Specific details relating to the initial Proof of

Concept work are contained in Appendix 2B and in SOW No. 1, attached hereto as Exhibit A. Assumptions for potential future facilities are in Exhibit C.

(b) Vendor shall furnish all Products, cables and connections, installation, integration, testing, labor, personnel, transportation, materials, storage, tools, supplies, permits, licenses, equipment, and other Services necessary to supply and install, on a turnkey basis, a fully functional RTS for each SOW issued by

WSDOT in accordance with the Contract. Vendor shall provide Services and staff and otherwise do all things necessary for or incidental to the performance of the

Work.

5.1.2 Traffic Control.

Design, installation, integration, testing, and Operations and Maintenance Work may require traffic control activities. Traffic control may be provided by WSDOT through other contractors or provided by Vendor as an included cost, as specified in the respective

SOWs. Traffic control work, including but not limited to lane and ramp closures, during the Project shall be in accordance with the requirements in Appendix 3, Appendix 5, the applicable SOW, and/or this Section.

(a) Traffic Control Provided by WSDOT

i. In the event traffic control is provided by WSDOT or WSDOT contractors, Vendor shall adhere to all requirements and restrictions of the approved traffic control plans for that Work.

ii. In the event Vendor needs traffic control for design, installation, and testing Work in addition to the closure allowances set forth in Appendix 3 and/or the applicable SOW, Vendor shall be responsible for all costs incurred by WSDOT and its contractors in developing, procuring, and providing such traffic control; provided that such additional closures are not necessitated by the action or inactions of WSDOT.

(b) Traffic Control Provided by Vendor

i. Prior to any lane or ramp closure, Vendor shall submit to WSDOT for

Approval a traffic control plan for all portions of Right of Way Vendor will

State of Washington Contract No. ____ Department of Transportation need to access under this Contract. Any such request for Approval shall be in accordance with the requirements in Appendix 3, Appendix 5, and/or the applicable SOW.

ii. At all times, if any personnel of Vendor performs any activity, including operation of any vehicle, within Right of Way, Vendor shall cause such activity to comply with the applicable WSDOT-approved traffic control plans for each closure request. Prior approved plans must be re-submitted for new closure requests.

iii. If the Vendor determines that a lane or ramp closure is necessary to perform the Operations and Maintenance Work required by this Contract, Vendor shall be required to pay a lane/ramp closure rental fee. The fee will be determined by WSDOT in accordance with the schedule located in Appendix 5.

5.1.3 Operations and Maintenance Work.

Vendor shall be responsible for the Operations and Maintenance of each System in accordance with the requirements in Appendix 5, the applicable SOW, and/or this

Section.

5.2 Terms and Conditions.

The terms and conditions of this Contract apply to each System selected by WSDOT to be provided by Vendor under this Contract. The specific requirements for each System shall be detailed in a separate SOW, as further described in Section 6 herein.

5.3 Time is of the Essence.

Time is of the essence for this Contract. Failure to meet the Guaranteed Dates for the

Milestones or perform the required Operations and Maintenance as set forth in

Appendix 5 and the applicable SOW may result in the assessment of liquidated damages as set forth in Section 19.9 herein with the limits set forth in the applicable SOW.

5.4 Force Majeure.

Except for payment of sums due, neither party shall be liable to the other or deemed in breach under this Contract if, and to the extent that, such party's performance of this

Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that causes a delay that is beyond the control of the party affected; could not have been reasonably anticipated; could not have been avoided by exercising reasonable diligence; and has, or is reasonably expected to have, a material adverse effect on the party’s ability to timely perform a Contract obligation. Force majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences. Force majeure shall not include an inability to realize a profit or expected rate of return. If either party’s performance of a Contract obligation is delayed by force majeure, said party shall provide written notice to the other party as soon as practicable but no more than forty-eight (48) hours from the start of the delay. The notice shall provide evidence to establish the requirements of force majeure to the satisfaction of the

State of Washington Contract No. ____ Department of Transportation other party. Delay caused by force majeure shall cease as soon as practicable, and written notice of the same shall be provided to the other party. So far as is consistent with the rights reserved below, the time of completion of the affected obligation shall be extended by Contract amendment for a period of time equal to the time that the force majeure prevented the affected party from performing in accordance with this Contract.

Notwithstanding any provision to the contrary, in the event that a Vendor-declared force majeure event lasts for more than thirty (30) Calendar Days, WSDOT shall have the right to terminate the Contract and/or purchase the Services set forth in this Contract;

provided, however, that in such event, Vendor shall not be liable to WSDOT for any Price difference for such Services.

6. STATEMENTS OF WORK (SOW)

6.1 Statements of Work.

6.1.1 The specific requirements for each System shall be detailed in a separate SOW.

6.1.2 Each SOW may be terminated in accordance with the termination provisions of this

Contract or the SOW, or as mutually agreed in writing between the parties. In addition, each SOW shall terminate concurrent with the termination of this Contract, as provided elsewhere herein.

6.2 Compensation and Payment Milestones.

6.2.1 WSDOT shall pay Vendor in accordance with the Payment and Milestone Schedule set forth in the applicable SOW. Any modification to the Payment and Milestone Schedule shall be done in writing pursuant to Section 7 herein.

6.2.2 Vendor shall not commence Work on any System until the WSDOT Project Manager has issued a written Notice to Proceed to Vendor for the applicable SOW. Details regarding said Notices to Proceed are provided in the applicable SOW.

6.3 Adjustment to Guaranteed Dates.

6.3.1 WSDOT-Caused Delay.

(a) In the event Vendor believes WSDOT or any of its contractors have not furnished the infrastructure, equipment, or services specified in the Contract and/or the applicable SOW, or have not performed the WSDOT obligations in this Contract in a timely manner such that WSDOT’s delay causes a corresponding delay in

Vendor achieving the Guaranteed Dates set forth in the applicable SOW herein, Vendor shall notify WSDOT of such delay in writing within ten (10) Business Days of the date Vendor knew or should have reasonably known under the circumstances of WSDOT’s or its contractor’s alleged delay. Vendor shall include a list of anticipated impacts and the basis for those impacts in the delay notification to WSDOT.

(b) If WSDOT concurs with Vendor that its actions or inactions caused a delay to

Vendor achieving the Guaranteed Dates, then WSDOT will establish a new

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Guaranteed Date, as applicable, and provide a response within three (3)

Business Days of receipt of Vendor’s notice submitted pursuant to Section

6.3.1(a) above. The new Guaranteed Date, as applicable, shall be established by Amendment amending the applicable SOW and the Payment and Milestone

Schedule set forth in the applicable SOW. Extensions of time will be allowed only for that period equal to the time WSDOT determines the Critical Path was delayed.

(c) If WSDOT does not concur with Vendor that its actions or inactions caused a delay to Vendor achieving the Guaranteed Date(s), as applicable, Vendor shall comply with the Disputes and Remedies process in Section 19 herein Contract.

Failure to comply with said process shall result in Vendor waiving its right to seek either additional time or compensation.

(d) Vendor shall continue its performance of the Work in accordance with the

Payment and Milestone Schedule set forth in the applicable SOW pending resolution of any dispute.

(e) Vendor shall keep full and complete records supporting the alleged WSDOT-caused delay of Guaranteed Dates, and shall provide to WSDOT those records and any other records as may be deemed reasonably necessary by WSDOT to assist in evaluating Vendor’s claim. Records shall include time and materials of

Vendor costs, including Subcontractors time and material costs. Records also may include, without limitation, receipts, invoices, timesheets, bills, and subcontracts as necessary to establish the cost. Records shall be provided every thirty (30) Calendar Days.

6.3.2 Vendor-Caused Delay.

No adjustment in any Guaranteed Date will be made if the delay in Vendor’s performance of the Work was caused by the acts, errors, or omissions of the Vendor; provided that

WSDOT may adjust a Guaranteed Date, if at its sole option and discretion WSDOT determines it is in the best interest of the State to do so; further provided that any such adjustments may be subject to additional conditions as deemed appropriate by WSDOT.

6.3.3 Delay Caused by Others.

Occurrences outside the responsibility of either party’s control that result in delay of either party’s performance but do not constitute force majeure under Section 5.4 herein shall be reported to the other party as soon as practicable but no later than forty-eight

(48) hours after the start of the delay, and any resulting adjustments to Guaranteed Dates will be mutually negotiated by the parties; provided that if the parties cannot reach an agreement regarding adjustment to Guaranteed Dates, this issue shall be resolved pursuant to Section 19.2, Dispute Resolution, herein. In the event delay to Vendor’s performance lasts more than thirty (30) Calendar Days, WSDOT shall have the right to terminate the Contract and/or purchase the Services set forth in this Contract. In such event, Vendor shall not be liable to WSDOT for any Price difference for such Services.

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7. CHANGES

7.1 This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

7.2 WSDOT reserves the right to authorize and/or require changes in the Work within the general scope of the Contract as provided in Section 7.5. Such changes shall not invalidate the Contract nor release the surety, and the Vendor agrees to perform the

Work as altered. Among others, these changes may include:

• Deleting any part of the Work

• Adding new Work

• Otherwise modifying the scope of the Work

• Altering facilities, equipment, materials, services, or sites provided by WSDOT

• Directing the Vendor to speed up or delay the Work

7.3 If WSDOT determines that a change in the Work directed by WSDOT increased or decreased the Vendor’s costs or time required for performance of the Work, WSDOT will make an equitable adjustment, excluding the loss of anticipated profits, including those from other projects, to the Contract. The equitable adjustment will be by Amendment in agreement with the Vendor. However, if the parties are unable to agree, WSDOT will determine the amount of the equitable cost, time, or both cost and time adjustment as

WSDOT deems appropriate and Vendor shall proceed with Directed Work. WSDOT’s decisions concerning equitable adjustment and extension of time shall be final and become subject to the dispute resolution process in Section 19 herein.

7.4 Vendor shall maintain concurrent time and materials records for all Work performed that it believes constitutes extra Work pending issuance of an Amendment or resolution of any dispute in accordance with Section 19 herein.

7.5 Vendor shall proceed with WSDOT-directed changes in the Work upon receiving:

• A written Amendment approved by WSDOT,

• A written directive from WSDOT before receiving the written Amendment, or

• In the event parties do not agree to an Amendment, Directed Work shall proceed in alignment with the dispute resolution process in Section 19 herein.

7.6 Vendor shall obtain written consent of the surety or sureties if WSDOT requests such consent.

7.7 For any Amendment or other WSDOT instruction that is not protested as provided in

Section 19.1 herein, Vendor shall be deemed to have waived all claims for extensions of time and for all costs of any kind, including costs of delays, related to any Work either covered or affected by said Amendment or instruction. By not protesting as provided in

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Section 19.1 herein, Vendor also waives any additional entitlement and accepts from

WSDOT any written order (including directions, instructions, interpretations, and determinations).

7.8 Vendor may submit requests for information (RFI) when seeking clarification from

WSDOT. Vendor may request a change in the Work by providing a written change request to the Project Manager, identified in the respective SOW. Such change request will state the need for the request, the proposed solution, how the change will impact the

Work and an estimated cost for the change. Once received, WSDOT will review the request and if the need is validated will engage the Vendor in the development of an

Amendment to incorporate the proposed change and may submit change requests when requesting a change to the Contract Documents. Vendor shall maintain a log of change requests in series in a change request log and note affected SOW(s) within the log and change requests. RFIs and change requests may be submitted by letter transmitted by email to the WSDOT Project Manager as identified in the respective SOW(s).

8. BONDS

8.1 Implementation Bond.

Vendor shall supply a separate Implementation Bond for each System in the amount specified by each applicable SOW. Vendor shall provide the applicable Implementation

Bond prior to WSDOT issuing the Notice to Proceed for the respective SOW.

8.2 Operations and Maintenance Bond.

As a precondition to beginning the Operations and Maintenance term of any System, Vendor shall provide a separate Operations and Maintenance Bond for each individual

System in the amount specified by each applicable SOW.

8.3 Bond Requirements.

8.3.1 Each Bond shall:

(a) Be in substantially the same form as attached hereto as Exhibit F

(Implementation Bond and/or Operations and Maintenance Bond);

(b) Be signed by an approved surety (or sureties) that (1) is registered with the

Washington State Insurance Commissioner, and (2) appears on the current

Authorized Insurance List in the State of Washington published by the Office of the Insurance Commissioner;

(c) Be conditioned upon the faithful performance of the Contract by Vendor within the designated time periods;

(d) Guarantee that the surety shall indemnify, defend, and protect WSDOT against any claim of direct or indirect loss resulting from the failure:

i. of Vendor or any of its employees or Subcontractors to faithfully perform the Work in accordance with the Contract and the applicable SOW, or

State of Washington Contract No. ____ Department of Transportation

ii. of Vendor or any Subcontractors to pay all laborers, mechanics, Subcontractors, material persons, or any other person who provides supplies or provisions for carrying out the Work.

8.3.2 WSDOT may require sureties or surety companies on a Implementation Bond and/or

Operations and Maintenance Bond secured under this Contract for any System to qualify themselves. Whenever WSDOT deems the surety or sureties to be inadequate, it may, upon written demand, require Vendor to furnish additional surety to cover any remaining Work. Until the added surety is furnished, Work will stop.

8.3.3 Upon the request of any person or entity appearing to be a potential beneficiary of a

Implementation Bond and/or Operations and Maintenance Bond covering payment of obligations arising under this Contract, Vendor shall promptly furnish a copy of the applicable Implementation Bond and/or Operations and Maintenance Bond or shall permit a copy to be made.

9. USE OF WSDOT REAL PROPERTY

9.1 Project Permits and Approvals.

9.1.1 Prior to entering onto any Right of Way for the purpose of testing, sampling, surveying or investigating the Right of Way, or installing, repairing, or replacing any portion of a

System, Vendor shall apply for and obtain a Permit from WSDOT. WSDOT reserves the right to impose such conditions and requirements in the Permits as it deems necessary to protect the health, safety, and welfare of the public traveling on WSDOT highways, to protect the WSDOT highway facilities, and to administer the Permits.

Vendor shall satisfy and comply with all such conditions and requirements.

9.1.2 WSDOT hereby waives Permit fees; its rights to payments are exclusively governed by this Contract. The absence of a condition or requirement in a Permit concerning cost reimbursement for WSDOT shall not waive or excuse any obligations of Vendor to pay any and all sums owing to WSDOT under this Contract.

9.2 Entry onto WSDOT Property.

9.2.1 Vendor shall not share with other persons or entities access by personnel or vehicles to any Right of Way provided that:

(a) Vendor may permit access by Vendor’s Subcontractors during construction, subject to the terms and conditions of all Permits and other Regulatory Approvals and this Section 9;

(b) Vendor may permit access by Vendor’s service contractors via authorized Right of Way access points for the purpose of operating, administering, maintaining, repairing, and replacing the Product, subject to the terms and conditions of all

Permits and other Regulatory Approvals and this Section 9; and

(c) WSDOT shall at all times have full rights of access to the Right of Way.

State of Washington Contract No. ____ Department of Transportation

9.2.2 Vendor shall not use or occupy the roadway portion of the State highway Right of Way to obtain access to the Project unless expressly approved:

(a) by WSDOT in writing,

(b) in the Permit conditions, or

(c) in the approved traffic control plan for that segment of Work.

9.2.3 All installation, operations, and maintenance equipment of Vendor operating within any

Right of Way shall be marked, and all Vendor personnel shall wear colors, lettering, badges, or other identifiers on clothing, to assure clear differentiation from Operations and Maintenance equipment owned by WSDOT and from uniforms worn by WSDOT employees.

10. PERSONNEL

10.1 Vendor Personnel.

10.1.1 Vendor Contract Personnel.

(a) All contact information for the Key Personnel for the Contract shall be as identified in the applicable SOW. Key Personnel roles as identified in Appendix 3 shall include but not be limited to:

i. Program Manager

ii. Project Manager

iii. Systems Engineer

iv. Software Design Manager

v. Network Design and Integration Manager

vi. System Test Manager

vii. Environmental Compliance Manager

viii. Operations and Maintenance Manager

ix. Program Quality Manager

x. Installation Manager

xi. Coordination Manager

(b) Vendor may replace Key Personnel upon prior written Approval of the WSDOT

Project Manager as detailed in this Section. At least thirty (30) Calendar Days in advance of a proposed replacement, Vendor shall provide to WSDOT written notification of its proposed replacement, including the name and qualifications of the proposed replacement. All proposed replacements must meet the qualifications as defined in Appendix 3. WSDOT shall be allowed to interview

State of Washington Contract No. ____ Department of Transportation replacements, if WSDOT so desires. WSDOT may, in its sole discretion, accept or reject any proposed replacement.

(c) Upon WSDOT’s Approval of a Key Personnel replacement, the change in the contact information and the effective date of such personnel replacement shall be made by written Amendment to this Contract.

10.1.2 Vendor SOW Personnel.

Vendor may designate other individuals to fulfill the Key Personnel for each System for which an SOW is issued. Such individuals shall report directly to the respective Key

Personnel role as listed in the applicable SOW. Key Personnel shall not be relieved from direct responsibility for the fulfillment of the terms and conditions of this Contract and the applicable SOW.

10.2 WSDOT Personnel.

WSDOT shall provide to Vendor timely and reasonable access to appropriate WSDOT personnel, contractors, and consultants as necessary for Vendor to perform the requirements of this Contract. The WSDOT Project Manager will be the principal contact for Vendor concerning the Work under this Contract and each SOW. The WSDOT Project

Manager information is set forth in the applicable SOW. SOWs for Toll Systems include both an Implementation Project Manager and Operations and Maintenance Project

Manager, working in parallel with primary responsibility to the respective phase of Work.

Smaller projects may have only an Implementation or Operations and Maintenance Project

Manager, or both. WSDOT may substitute the WSDOT Project Manager by written notice to the Vendor Contracting Officer. WSDOT shall update the applicable SOW with the replacement contact information and the effective date of the replacement.

11. VENDOR’S RESPONSIBILITIES

11.1 Prompt Work.

Vendor warrants that it is available to perform the Work within the time specified in this

Contract. Vendor will begin Work promptly and will perform the Work in a continuous and diligent manner, and Vendor shall not interrupt the Work except as may be provided under this Contract.

11.2 Qualified Workers.

Vendor shall be responsible to ensure that all of its employees and Subcontractor employees are properly trained, certified, or licensed as appropriate and are properly qualified by education and experience to perform the Work. Vendor shall avoid understaffing the Work or shuffling personnel assigned.

11.3 Delivery.

11.3.1 Vendor shall deliver the Products and Services ordered under the terms of this Contract in accordance with the schedule set forth in the applicable SOW. For any exception to

State of Washington Contract No. ____ Department of Transportation such delivery dates, Vendor must notify WSDOT and obtain prior written Approval. Time is of the essence with respect to delivery, and Vendor may be subject to termination of this Contract, and/or other damages or remedies available under law or equity for failure to deliver on time.

11.3.2 All deliveries made pursuant to the Contract must be complete. Unless Vendor has obtained prior written Approval from WSDOT, incomplete deliveries, backorders, or partial shipments will not be accepted. All shipments must be accompanied by a packing slip that identifies all items included with the shipment, and the Vendor’s delivery receipt must be signed by an authorized representative of WSDOT for all deliveries made hereunder.

11.4 Parts Availability.

Vendor shall guarantee parts availability or availability of parts with equal or greater functionality than is required in the Contract, for a period of five (5) years after the discontinuance of the production model of the purchased Product. This requirement shall survive the expiration or termination of this Contract.

11.5 Shipping and Risk of Loss.

Vendor shall ship all Products purchased pursuant to this Contract, freight prepaid, Free on Board (FOB) as specified by WSDOT’s Project Manager. The method of shipment shall be consistent with the nature of the Products and hazards of transportation.

Regardless of FOB point, Vendor agrees to bear all risks of loss, damage, or destruction of the Products ordered hereunder that occurs prior to acceptance, except in circumstances where Vendor installs a Product on WSDOT property, in which case, WSDOT agrees to bear all risks of loss, damage, or destruction of the Products that occurs after WSDOT’s acknowledgement of the installation of the Product on WSDOT property. Notwithstanding the above, Vendor shall not be liable for loss or damage attributable to WSDOT’s fault or negligence, and WSDOT shall not be liable for loss or damage attributable to Vendor’s fault or negligence.

11.6 Installations.

11.6.1 Vendor shall install each RTS in accordance with WSDOT’s policies and requirements as referenced in the Contract Documents and Appendices, and any conditions included in the RFP, as may be modified by the Proposal and as accepted by WSDOT, and the applicable SOW.

11.6.2 Vendor is hereby notified that fiber optic, communications, control systems, and other types of cable may be located within the Right of Way or on WSDOT facilities.

11.6.3 Prior to any ground disturbance by Vendor, it shall be Vendor’s responsibility to contact the appropriate agencies and utility companies to determine if underground utilities are present. Prior to the commencement of any Work that may impact underground utilities, Vendor shall take necessary steps for safety and non-disturbance.

11.6.4 Before beginning Work on or about the Right of Way or WSDOT facilities, Vendor shall contact WSDOT to determine if WSDOT’s cabling systems will be impacted and to

State of Washington Contract No. ____ Department of Transportation make necessary arrangements. Prior to the commencement of any Work that may impact underground utilities not owned by WSDOT, Vendor agrees to notify affected owners under the requirements of chapter 19.122 RCW, Underground Utilities.

11.7 Site Security.

While on WSDOT’s property, including but not limited to the Right of Way and buildings, Vendor shall conform in all respects with physical, fire, or other security regulations.

Vendor shall take reasonable precautions to ensure that the property is secure from unauthorized intruders, vandalism, or any other unlawful activity.

11.8 Coordination and Cooperation.

11.8.1 Vendor shall cooperate with WSDOT, WSDOT contractors, and other vendors, if any, in an attempt to see that the Work is properly performed on schedule and in accordance with the requirements of the applicable SOW. Vendor shall collaborate with any other vendors and coordinate its Work with the work of such other vendor(s), if any, which could affect the Work, and Vendor shall proceed in such manner as not to interfere or delay the progress of the Work as a whole.

11.8.2 If any part of Vendor’s Work depends, for proper execution or results, upon the work of any other vendor(s), Vendor shall inspect and immediately report in writing to WSDOT any defects in the work of such other vendor that renders it unsuitable for such proper execution or results. Failure of Vendor to do so shall constitute its acceptance of the other vendor’s work as fit and proper for the reception of Vendor’s Work, except as to defects that may develop in the other vendor’s work after the execution of Vendor’s

Work.

11.8.3 In cases of disagreement or disputes between Vendor and any other vendor that could delay or interfere with Vendor’s Work due to the failure to collaborate and cooperate, or which cannot be resolved between Vendor and the others involved, Vendor shall give immediate written notice to WSDOT specifying in detail the disagreement or dispute.

11.8.4 Notwithstanding the existence of a dispute or disagreement between WSDOT and

Vendor, Vendor shall diligently and without interruption proceed with the Work at such rates of progress to complete the Work on time, to the extent able under the circumstances and without incurring additional costs or expenses.

11.9 Licensing Standards.

Vendor shall comply with all applicable local, State, and federal licensing, accreditation and registration requirements and standards necessary in the performance of this

Contract.

11.10 Compliance Requirements.

11.10.1 Vendor shall comply with all applicable Laws and Regulations, including but not limited to all Environmental Requirements, and all applicable nondiscrimination Laws and

Regulations, including but not limited to: Title VI of the Civil Rights Act, 42 U.S.C. §

2000d et seq.; Title 49 CFR., Subt. A, Part 21, Nondiscrimination in Federally Assisted

Programs of the Department of Transportation - Effectuation of Title VI of the Civil

State of Washington Contract No. ____ Department of Transportation

Rights Act; Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; and Washington Law Against

Discrimination, Title 49.60 RCW. In the event of Vendor’s noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, Vendor may be declared ineligible for further SOWs under this Contract and other contracts with WSDOT.

11.10.2 Vendor shall comply with all applicable Mandatory Standards.

11.10.3 Vendor shall comply with all applicable WSDOT tolling policies, procedures, and business rules.

11.10.4 Vendor shall comply with Washington State information technology policies, procedures, and practices, and any amendments thereto. See Appendix 9.

(a) Vendor warrants that it will provide all Products and/or perform all Services for or on behalf of WSDOT in full compliance with WaTech’s SEC series policies and standards, located at:

https://watech.wa.gov/policies?combine=&field_categories_target_id=80&field_t ype_target_id=All.

(b) For State agencies, the security policy SEC-01 – Washington State

Cybersecurity Program Policy, along with all its sub-policies, is set forth by and through WaTech and is located on the WaTech website at https://watech.wa.gov/sites/default/files/2025-01/SEC-

01%20Washington%20State%20Cybersecurity%20Program%20Policy.pdf.

11.10.5 Nondiscrimination.

(a) Nondiscrimination Requirement. During the term of this Contract, Vendor, including any Subcontractor, shall not discriminate on the bases enumerated at

RCW 49.60.530(3). In addition, Vendor, including any Subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which Vendor, or Subcontractor, has a collective bargaining or other agreement.

(b) Obligation to Cooperate. Vendor, including any Subcontractor, shall cooperate and comply with any Washington State agency investigation regarding any allegation that Vendor, including any Subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

(c) Default. Notwithstanding any provision to the contrary, WSDOT may suspend

Vendor, including any Subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until WSDOT receives notification that Vendor, including any

Subcontractor, is cooperating with the investigating state agency. In the event

Vendor, or Subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), WSDOT may terminate this Contract in whole or in part, and Vendor, Subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. Vendor or Subcontractor may be given a https://watech.wa.gov/policies?combine=&field_categories_target_id=80&field_type_target_id=All%20 https://watech.wa.gov/policies?combine=&field_categories_target_id=80&field_type_target_id=All%20 https://watech.wa.gov/sites/default/files/2025-01/SEC-01%20Washington%20State%20Cybersecurity%20Program%20Policy.pdf https://watech.wa.gov/sites/default/files/2025-01/SEC-01%20Washington%20State%20Cybersecurity%20Program%20Policy.pdf

State of Washington Contract No. ____ Department of Transportation reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement.

(d) Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract termination or suspension for engaging in discrimination, Vendor, Subcontractor, or both shall be liable for contract damages as authorized by law including but not limited to any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, which damages are distinct from any penalties imposed under Chapter 49.60 RCW.