Sample_Agreement.pdf

ADA COUNTY HIGHWAY DISTRICT

PURCHASE AGREEMENT

FY27 TRAFFIC PAINT MATERIAL

TO27-04

This PURCHASE AGREEMENT (hereinafter “AGREEMENT”) is made and entered into this ___ day of October, 2026 by and between Ada County Highway District (hereinafter “ACHD”), and TBD (hereinafter “VENDOR”).

RECITALS

WHEREAS, ACHD is a single countywide highway district located in the county of Ada and is responsible for all secondary county and city highways within Ada County, Idaho; and WHEREAS, ACHD has all powers necessary and incidental to the statutory powers granted to it under Title 40, Idaho Code; and WHEREAS, ACHD has consulted with the ACHD Commission and the Traffic Operations Division Deputy Director, and has determined the necessity of the ITEM(s) specified herein;

and WHEREAS, ACHD has advertised for bids, and the VENDOR has responded to the competitive procurement and has been determined to be the lowest cost responsive bidder in accordance with Idaho Code 67-2806; and WHEREAS, ACHD desires to enter into an AGREEMENT with the VENDOR for the purchase of the ITEM(s) specified herein, and has been awarded the contract by the ACHD Commission.

NOW, THEREFORE, BE IT RESOLVED, for and in consideration of the mutual covenants and conditions hereof, and the payments to be made hereunder, the parties agree as follows:

AGREEMENT

1. DEFINITIONS

For the purposes of this AGREEMENT, the following terms are defined:

A. ACHD shall mean the Ada County Highway District, a body politic and corporate of the State of Idaho that is responsible for all secondary city and county highways within Ada County. The ACHD Director or his representative may act on behalf of ACHD. For the purposes of this AGREEMENT, the ACHD mailing address is Ada County Highway District, 5800 North Meeker Avenue, Boise, Idaho, 83713; the telephone number is 208-387-6100;

and the facsimile number is 208-345-7650.

B. AGREEMENT shall mean this PURCHASE AGREEMENT between ACHD and VENDOR. The word AGREEMENT may be used throughout this document to also mean CONTRACT

DOCUMENTS.

C. CONTRACT DOCUMENTS shall mean the documents that, when combined, make up the ACHD solicitation for the purchase of the ITEM(s) which includes the Invitation to Bid, SAMPLE

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Instructions to Bidders, Specifications, Bid Schedule, Bid Proposal, and AGREEMENT as well as any other document identified as part of the solicitation such as Addenda.

D. ITEM(s) shall mean the materials, supplies, or goods, that are the subject of the procurement and this AGREEMENT and are described in SPECIFICATIONS.

E. SPECIFICATIONS shall mean all the dimensions, quantities, provisions, and requirements describing the ITEM(s) under purchase and included in the CONTRACT DOCUMENTS.

F. SUPPLY BOND shall mean a bond obtained by the VENDOR which guarantees that the VENDOR shall furnish the ITEM(s) as contracted in this AGREEMENT. Should the VENDOR fail to furnish the ITEM(s) as contracted in this AGREEMENT or otherwise default on its obligations under this AGREEMENT, the surety shall pay ACHD the amount of the SUPPLY BOND. The SUPPLY BOND shall be equal to one hundred percent (100%) of the Payment value as set forth in Payment.

G. VENDOR shall mean TBD. For the purposes of this AGREEMENT, the VENDOR mailing address is ________________________________; the telephone number is _______________; and the facsimile number is _________________.

2. PROCUREMENT

A. VENDOR agrees to provide for sale and deliver the ITEM(s) particularly described in Exhibit

“A”, SPECIFICATIONS, and attached hereto.

B. VENDOR will provide additional quantities of the ITEM(s) or otherwise modify the ITEM(s) as described in Exhibit “A”, SPECIFICATIONS, as desired by ACHD by means of a written Change Order signed by a person authorized by ACHD to execute such Change Order in accordance with ACHD policy. Such prior written authorization by ACHD shall be a condition precedent to any claim of VENDOR for payment.

3. PAYMENT

For the provision and delivery of the ITEM(s), as specified in the Exhibit “A”, SPECIFICATIONS, ACHD agrees to pay an amount not to exceed TBD (TBD) to the VENDOR as provided in Exhibit

“B”, PAYMENT SCHEDULE.

A. Partial payments will be made by ACHD upon periodic invoices submitted by the VENDOR.

B. Partial payments shall be based upon the value of the ITEM(s) delivered, furnished, and/or installed to date by the VENDOR that conform to the SPECIFICATIONS.

C. Invoice submittals are to be sent to ACHD via e-mail at invoices@achdidaho.org.

D. ACHD will pay each invoice net 30 days.

4. TIME FOR DELIVERY AND EXTENSIONS

VENDOR and ACHD herein agree that the ITEM(s) as set forth in the Procurement is/are required to be delivered within 15 calendar days from the date of this AGREEMENT as provided in Exhibit “C”, DELIVERY SCHEDULE. ACHD will grant extensions for the following: delays caused by ACHD, excessive time required to process submittals by ACHD, or additional ITEM(s) requested by ACHD.

A. CONTRACTOR shall not be liable or deemed to be in default for any Force Majeure delay in performance under this AGREEMENT occasioned by unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted

ADA COUNTY HIGHWAY DISTRICT Page 3 of 13 to, acts of God, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather, provided that in all cases CONTRACTOR shall notify ACHD promptly in writing of any cause for delay, and ACHD concurs that the delay was beyond the control and without the fault or negligence of CONTRACTOR. The period for the performance shall be extended for a period equivalent to the period of the Force Majeure delay. CONTRACTOR finances shall not constitute a Force Majeure.

B. Subject to any extensions granted by ACHD in this Section 4 and subject to Subsection a.

above, VENDOR agrees and acknowledges that time is of the essence in the performance of the terms and condition of this AGREEMENT and in the event VENDOR fails to perform the terms and conditions of this AGREEMENT in a timely manner, ACHD shall have the right to reduce the monies due the VENDOR by a sum of (1%) of the total AGREEMENT amount per week, commencing on the Date for Delivery date as described in this Section 4, and Exhibit “C”, DELIVERY SCHEDULE, and continuing until all the ITEM(s) as set forth in the Section 2 is/are delivered to ACHD.

5. DURATION OF AGREEMENT

This AGREEMENT shall commence immediately upon execution by the ACHD and shall continue until Thursday, September 30, 2027.

6. F.O.B. BOISE

The VENDOR shall, at his own expense and risk, transport any ITEM(s) called for within the CONTRACT DOCUMENTS to ACHD principal place of business located in Boise, Idaho.

7. CONDITION OF GOODS

The ITEM(s) provided shall conform in all respects to the SPECIFICATIONS provided in CONTRACT DOCUMENTS. Any ITEM(s) offered or shipped by the VENDOR shall be new and warranted to be fit for purposes as set forth in the CONTRACT DOCUMENTS. In the event the ITEM(s) supplied by the VENDOR to ACHD has an irregular appearance or physical blemish, and even though the ITEM(s) is/are fit for the specific purpose intended, nevertheless, ACHD reserves the right to reject such ITEM(s) or require the VENDOR to repair such physical defect or irregularity.

8. RESPONSIBILITY FOR DAMAGES

The VENDOR shall indemnify, save and hold harmless, and defend, regardless of outcome, ACHD and its officers, agents, and employees from and against all liability, claims, damages, losses, expenses, actions, and suits whatsoever, including injury or death of other, or any employee of VENDOR or subcontractor, caused by or arising out of the performance, act, or omission of any term or provision of the CONTRACT DOCUMENTS.

9. ORDER ACKNOWLEDGEMENT

The VENDOR agrees to provide written acknowledgement of all orders received from ACHD within twenty-four (24) hours of order entry. If the VENDOR receives an order from ACHD on a Friday or holiday, then the acknowledgement shall be sent ACHD the next business day.

10. NOTICES

Any and all notices required to be given by either of the parties hereto shall be in writing and deemed delivered when either:

A. Delivered personally to the contact at the address below; or

B. Sent by fax to the other party at the facsimile number set forth below; or

C. Deposited in the United States Mail via certified, return receipt requested, postage pre-paid mail, addressed to the other party at the address set forth below; or

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D. Transmitted by other facsimile number or mailing address as may be provided by written notice of such change given to the other in the same manner as provided above.

FOR ACHD:

Ada County Highway District 5800 North Meeker Avenue Boise, Idaho, 83713 Facsimile Number: (208) 345-7650 Telephone Number: (208) 387-6________ E-Mail Address:

FOR VENDOR:

(Name) _____________________________

TBD

(Address) _____________________________ Facsimile Number: _________________________ Telephone Number: _________________________ E-Mail Address:

11. SUBMITTALS

All ITEM(s) submittal documentation that may be required by the SPECIFICATIONS shall include purchase order numbers and appear on all acknowledgements, shipping labels, packing lists, and invoices. All correspondence is to be sent to ACHD as provided in Notices.

12. DELIVERY OF MANUALS

All manuals relating to ITEM(s) shall be submitted to ACHD prior to the time of the delivery as provided by Time for Delivery and Extensions or at the time of the delivery.

13. SUPPLY BOND

If required by ACHD in the CONTRACT DOCUMENTS, the VENDOR agrees to furnish a SUPPLY BOND for one hundred percent (100%) of the contract value within twenty (20) calendar days from execution of this AGREEMENT.

14. RELEASE OF SUPPLY BOND

ACHD will authorize the release of the SUPPLY BOND after, in the opinion of ACHD, the VENDOR has fully and completely performed under this AGREEMENT, and there are no outstanding disputes or claims pursuant to the terms of the CONTRACT DOCUMENTS.

15. LIABILITY INSURANCE

VENDOR agrees to maintain, during the term of this AGREEMENT, Comprehensive General Liability Insurance having a minimum limit of $100,000 per claim and $500,000 aggregate, Motor Vehicle Insurance having a minimum limit of $100,000 per claim and $500,000 aggregate, and required Workers Compensation Insurance, and all other insurance required to be maintained under the laws of the State of Idaho. VENDOR agrees to furnish a Certificate of Insurance certifying to ACHD that such coverage is in force within twenty (20) calendar days from the execution of this AGREEMENT.

16. INTENT OF AGREEMENT

It is the intent of the parties by the execution of this AGREEMENT, which is integrated and incorporated as part of the CONTRACT DOCUMENTS, is to adequately set forth the full agreement between the parties for the sale and purchase of the ITEM(s).

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17. MULTIPLE DOCUMENTS

The parties agree that all CONTRACT DOCUMENTS are essential parts to the complete agreement between ACHD and VENDOR. A requirement occurring in one is as binding as though occurring in all. The documents are intended to be complementary; however, in the case of discrepancy, SPECIFICATIONS will govern over the Instructions to Bidders.

18. BINDING EFFECT

Upon the execution of this AGREEMENT by ACHD, it shall be binding upon and inure to the benefit of the parties hereto and their successors.

19. ENTIRE AGREEMENT - MODIFICATION

This AGREEMENT and the CONTRACT DOCUMENTS constitute the entire understanding between the parties with respect to this transaction. Any modification must be in writing and signed by both parties.

20. ASSIGNMENT

No order or any interest in this AGREEMENT shall be transferred by VENDOR without the written approval of ACHD.

21. AGREEMENT SUPPLEMENTED BY UNIFORM COMMERCIAL CODE

Both parties agree that the Uniform Commercial Code (UCC) adopted in Idaho as Title 28, Chapters 1 through 12, especially Chapter 2, Sale of Goods, shall govern the parties’ relationship with regard to the ITEM(s) to the extent that the UCC does not conflict with any provision specifically set forth in this AGREEMENT and the CONTRACT DOCUMENTS.

22. DUTIES OF THE PARTIES

The VENDOR does herein agree to undertake its duties as set forth in the CONTRACT DOCUMENTS for the sale and delivery of ITEM(s). ACHD does herein agree to accept ITEM(s) conforming to the SPECIFICATIONS, provide notice to cure any non-conforming ITEM(s), and pay monies owed the VENDOR pursuant to ACHD acceptance of conforming ITEM(s).

23. TERMINATION BY VENDOR

The parties agree that the VENDOR may terminate this AGREEMENT for cause based upon the failure of ACHD to tender payment as set forth in Payment.

24. TERMINATION BY ACHD

A. ACHD may terminate for cause if VENDOR:

1. Fails to execute this AGREEMENT; or

2. Fails to begin performance under the terms of this AGREEMENT in a timely manner; or

3. Fails to furnish conforming ITEM(s) and fails to cure after notice has been given; or

4. Performs any service required in SPECIFICATIONS unsuitably or performs work anew as may be rejected as unacceptable and unsuitable; or

5. Fails to continue to perform pursuant to the CONTRACT DOCUMENTS; or

6. Becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency; or

7. Makes assignment for the benefit of creditors; or

8. For any other cause whatsoever, fails to perform the duties set forth in this AGREEMENT and the CONTRACT DOCUMENTS in an acceptable manner.

B. ACHD may terminate this AGREEMENT without cause if ACHD determines that such termination is in the best interests of ACHD. ACHD shall deliver a Notice of Termination to

ADA COUNTY HIGHWAY DISTRICT Page 6 of 13 the VENDOR specifying when such termination shall become effective and what remaining performance by the VENDOR or furnishing of ITEM(s) will be authorized and compensated.

C. In the event ACHD terminates this AGREEMENT with cause as set forth in Sub-Section (A), any costs and charges incurred by ACHD, together with the cost of completing the work under the CONTRACT DOCUMENTS, will be deducted from any monies due or which may become due the VENDOR. If such expense exceeds the sum which would have been payable under the AGREEMENT, then the VENDOR and his SUPPLY BOND, if required, shall be liable and shall pay to ACHD the amount of the excess. If it is determined that the VENDOR was not in default under Sub-Section (A), then the rights and obligations of the parties shall be the same as if termination had been made pursuant to Sub-Section (B).

D. In the event ACHD terminates this AGREEMENT without cause for the best interests of ACHD as set forth in Sub-Section (B), then:

1. After Receipt of Notice of Termination, the VENDOR shall submit to ACHD a termination claim no later than ninety (90) calendar days from effective date of termination. Upon failure of the VENDOR to submit a termination claim, ACHD may determine, on the basis of information available, the amount, if any, due to the VENDOR by reason of the termination and shall thereupon pay to the VENDOR the amount so determined.

2. VENDOR and ACHD may agree upon the whole or any part of the amount or amounts to be paid to the VENDOR by reason of the total or partial termination, provided that such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments other made and as further reduced by the contract price of the SPECIFICATIONS not yet completed.

25. NONAPPROPRIATION

If ACHD is precluded from committing to make certain future payments due hereunder, this paragraph will apply. ACHD has appropriated the funds necessary to make all payments when due under the Agreement during ACHD’s initial fiscal period during the Agreement term. ACHD agrees that in each succeeding fiscal year during the term of this Agreement, ACHD will take all necessary steps to make a timely appropriation of funds in order to pay the payments due hereunder during that period, subject to the annual appropriations limitation imposed upon ACHD under state law. In the event that despite the best efforts of ACHD, ACHD determines that funds for any amounts under this Agreement will not be available or cannot be obtained during any succeeding fiscal period, ACHD may terminate this Agreement prior to the commencement of such succeeding fiscal period by giving written notice to CONTRACTOR/CONSULTANT/VENDOR of such determination at least 60 days prior to the first day of such succeeding period for which an appropriation has not been made by ACHD.

26. FORUM, GOVERNING LAW

This AGREEMENT and the integrated CONTRACT DOCUMENTS shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. The proper forum for any legal action that may arise under this AGREEMENT and the CONTRACT DOCUMENTS shall be the Fourth Judicial District of the State of Idaho, in and for the County of Ada.

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27. ARBITRATION

Either party may request any dispute arising out of this AGREEMENT be resolved by submitting the dispute to arbitration as provided in Section 7-901 et seq Idaho Code by providing written notice to the other party as provided in Submittals.

28. ATTORNEY FEES

In any action arising under this AGREEMENT, the unsuccessful party therein agrees to reimburse the prevailing party for its attorney fees, expended or incurred, in connection therewith.

29. ACHD OFFICIALS, AGENTS, AND EMPLOYEES NOT PERSONALLY LIABLE

It is agreed by the parties that in no event shall any official, officer, agent, or employee of ACHD be held in any way personally responsible for any covenant or agreement herein contained, whether expressed or implied, nor for any statement or representation made.

30. DISCRIMINATION PROHIBITED

Notwithstanding the foregoing; in performing this AGREEMENT, VENDOR shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, genetic information, national origin, age or non-job related handicap or because of prior military service or current military status, and shall comply with all applicable Federal and state laws and regulations and executive order of governmental agencies relating to civil and human rights.

31. ACKNOWLEDGMENT OF NON-EMPLOYMENT

VENDOR certifies, warrants, covenants, and agrees that in compliance with Idaho Code § 40-1309 and ACHD Policy Section 2033.4.4, no Ada County Highway District commissioner, director, employee and/or their family member is or shall be contractually or otherwise interested, directly or indirectly, in this AGREEMENT nor in any business providing services under the AGREEMENT whether as a prime, sub, or independent contractor, or employee thereof. For purposes of this paragraph, a family member is defined as any person related to an Ada County Highway District commissioner, director, employee by blood, adoption, or marriage within the second degree and shall mean a father, mother, son, daughter, brother, sister, grandfather, grandmother, grandson, or granddaughter, in full, half, step, or in-law.

32. NEGLIGENCE/INDEMNITY

VENDOR agrees to indemnify, defend, release and save and hold harmless ACHD and its respective officers, board, commission, employees, agents and contractors from and against: (1) any and all damages, including but not limited to loss of use, to property or injuries to or death of any person or persons (including but not limited to property and officers, agents and employees of ACHD), and (2) any and all claims, demands, suits, actions, liabilities, costs, expenses (including but not limited to reasonable attorney fees, expert witness fees and all associated defense fees), causes of action, or other legal, equitable or administrative proceedings of any kind or nature whatsoever, of or by anyone whomsoever, regardless of the legal theories upon which premised, including but not limited to contract, tort, express and/or implied warranty, strict liability, and worker’s compensation, in any way resulting from, connected with, or arising out of, directly or indirectly, the tortious or negligent actions or omissions of the VENDOR in connection with the operations or performance of this AGREEMENT, including actions or omissions of sub-consultants, and the acts or omissions, of the officers, employees, agents, representatives, invitees, or licensees of the VENDOR; provided however, that VENDOR need not indemnify ACHD or its officers, board members, agents and employees from the damages proximately caused by and apportioned to the negligence of ACHD or its officers, board members, agents and employees. This indemnity clause shall also cover ACHD defense costs in the event ACHD, in its sole discretion, elects to provide its own defense. VENDOR shall obtain, at its own expense, any additional insurance that it deems necessary for ACHD’s protection in the performance of this AGREEMENT. This defense and indemnification obligation of VENDOR shall survive the expiration or termination of this

AGREEMENT.

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33. PUBLIC AGENCY CLAUSE

VENDOR agrees that the ITEM(s) and their prices contained in this AGREEMENT shall be extended to other Public Agencies defined in Idaho Code 67-2327 and in accordance with the provisions of Idaho Code 67-2803(1). ACHD advises that it is the responsibility of the Public Agency to independently contract, issue purchase orders, et al., with the VENDOR and/or comply with any other applicable provisions of Idaho Code governing public contracting.

34. CERTIFICATION OF ANTI-BOYCOTT AGAINST ISRAEL

VENDOR certifies in compliance with Idaho Code § 67-2346, the “Anti-Boycott Against Israel Act” (the “Act”), that it is a “company” not currently engaged in, and will not for the duration of this AGREEMENT, engage in a “boycott” of goods or services from the “state of Israel” or “territories under its control” as those terms are defined in the Act. This provision does not apply to the following agreements: 1. Those with a total potential dollar value of less than $100,000 or 2. Those with any VENDOR having less than 10 employees at the time of execution of this AGREEMENT.

35. GOVERNMENT OF CHINA PROHIBITION CERTIFICATION

VENDOR certifies in compliance with Idaho Code § 67-2359, prohibiting public entities in Idaho from entering into contracts with companies owned or operated by the “government of China”, that it is a “company” not currently owned or operated by the “government of China” and that it will not for the duration of this AGREEMENT, be owned or operated by the “government of China” as those terms are defined in Idaho Code § 67-2359.

36. SPECIFIED INDIVIDUAL OR COMPANY BOYCOTT PROHIBITION CERTIFICATION

VENDOR verifies in compliance with Idaho Code § 67-2347A , that it is a "company" not currently engaged in and will not for the duration of this AGREEMENT engage in, a "boycott", as those terms are defined in Idaho Code § 67-2347A , of those certain individuals or companies described in Idaho Code § 67-2347A. This provision does not apply to the following agreements: Those with any CONSULTANT/VENDOR/CONTRACTOR having less than 10 employees at the time of execution of this AGREEMENT and where the agreement has a dollar value of less than $100,000.

37. WARRANTY OF AUTHORITY TO EXECUTE

A. The person executing this AGREEMENT on behalf of ACHD represents and warrants due authorization to do so on behalf of ACHD, and that upon execution of this AGREEMENT on behalf of ACHD, the same is binding upon, and shall enure to the benefit of, ACHD.

B. The person executing this AGREEMENT on behalf of VENDOR represents and warrants due authorization to do so on behalf of VENDOR, and that upon execution of this AGREEMENT on behalf of VENDOR, the same is binding upon, and shall enure to the benefit of VENDOR.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT, the day, month and year first above-written.

ADA COUNTY HIGHWAY DISTRICT

By: ________________________________

VENDOR

By: ________________________________

The Ada County Highway District (ACHD) is committed to compliance with Title VI of the Civil Rights Act of 1964 and related regulations and directives. ACHD assures that no person shall on the grounds of race, color, national origin, gender, disability or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any ACHD service, program or activity.

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VENDOR

STATE OF ________)

) ss.

County of ________ )

On this ___ day of __________, 20___, before me, _____________________, a Notary Public in and for the State of _______, personally appeared ________________________, known or identified to me to be the person who executed this instrument, and acknowledged to me that he/she executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day month and year in this certificate first above written.

Notary Public for ________

Residing at:

My commission expires:

ADA COUNTY HIGHWAY DISTRICT:

STATE OF _____________)

) ss.

County of ______________)

On this ___ day of __________, 20___, before me, _____________________, a Notary Public in and for the State of Idaho, personally appeared ________________________, known or identified to me to be the ____________________________ for Ada County Highway District, the person who executed this instrument on behalf of said District, and acknowledged to me that the Ada County Highway District executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

Notary Public for Idaho

Residing at:

My commission expires:

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Exhibit “A”

SPECIFICATIONS

See Attached Specifications

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SPECIFICATIONS

HIGH BUILD WATERBORNE TRAFFIC STRIPING PAINT

Ada County Highway District (ACHD) uses high-build waterborne traffic line paint for striping roadways. ACHD is expecting to purchase the approximate quantities, as indicated on the Bid Schedule, during the course of the striping season. These quantities are projected approximations and may be higher or lower depending on the actual quantities needed. The exact quantity of paint to be purchased will be at the discretion of ACHD. Product will be shipped in 250-gallon Bulk Containers.

The bid will be awarded to the company submitting the lowest cost price as well as being responsive to the requirements of this procurement and in compliance with the specification.

A. SAMPLING

Paint ordered from the successful bidder (Vendor) may be sampled and tested at any time, at the discretion of ACHD. ACHD reserves the right to accept, reject, or assess liquidated damages on a specific batch or batches of paint based upon field or laboratory test results.

In the event the traffic paint supplied does not comply with these specifications, the Vendor shall be assessed liquidated damages as provided in the Purchase Agreement, or the Vendor may be required to replace all such paint at their own expense. This includes all handling and transportation charges. Any material rejected shall be replaced within seven (7) calendar days.

Two shipments per contract year of product found by ACHD to be rejected may result in contract termination.

B. PROTECTION

The Vendor shall assume all costs arising from the use of patented materials, devices, or processes used on, or incorporated into, the work. The Vendor agrees to indemnify and save harmless ACHD and its duly authorized agents from lawsuits or actions of any nature, for or on account of the use of any patented materials, equipment, devices, or processes by the Vendor.

C. ACCEPTABILITY OF PAINT

Acceptability of the paint shall be judged solely by ACHD. Decisions concerning the acceptability of the paint shall be in the best interests of the ACHD and shall be final.

D. SPECIFICATIONS OF PAINT

Attached are ACHD Specifications for waterborne white and yellow traffic paint.

E. NOTIFICATION OF TEST RESULT AND AWARD

The Purchase Agreement will be awarded based on the formulation submitted by the Vendor meeting the requirements of these Specifications and the lowest bid. Both the white and yellow traffic paint shall be of the same paint formulation and must meet the requirements of these Specifications before

2 | P a g e formulation will be approved.

No splitting of formulations for approval shall be allowed. Each Vendor submitting samples will be notified as to whether or not their samples and bulk container systems passed or failed the ACHD Specifications.

F. EQUIPMENT PROTECTION

The Vendor shall be liable for any damages to ACHD paint equipment incurred by the ingredients or chemicals used in the paint and solvents.

G. DATA AND MATERIALS TO BE FURNISHED WITH BID

Each bid shall be accompanied by the following:

1. Detailed specifications for the proposed product shall be submitted with the Bid Proposal..

2. Four (4) one-quart samples of white traffic paint. Each sample shall be clearly labeled with the Vendor Name and Paint Color.

3. Four (4) one-quart samples of yellow traffic paint. Each sample shall be clearly labeled with the Vendor Name and Paint Color.

4. Safety Data Sheets (SDS) for Paint Samples shall be submitted with the paints samples shipped and with the Bid Proposal.

Any bid not including these samples and information as stated above will be considered non-responsive.

SPECIFICATIONS FOR WHITE AND YELLOW STRIPING PAINT

1.0 GENERAL

The resin used in this formulation must be Dow Chemical HD21A or Arkema DT400 or an equal approved by ACHD.

The paint shall provide proper anchorage for the glass beads when applied at the rate of 17 mils wet film thickness on a smooth asphalt or concrete pavement surface. The glass beads shall be applied at the rate of 7 lbs/gal of paint. The glass beads are to be pressure-applied immediately at the trailing edge of the paint.

The paint shall be free from foreign materials such as dirt, sand, and/or fibers from bags or other materials that can clog screens, valves, pumps, or other equipment used in striping. The paint shall show no evidence of excessive caking, settling, separation, livering, skinning, or corroding of the container upon storage in the bulk tanks or in the sealed container as received. The paint shall be capable of being applied with the striping equipment (airless system) to give a smooth, uniform stripe without the following problems:

a. Solvent entrapment in the equipment

b. Paint skinning and splattering

c. Excessive pressure and gun adjustments

d. Excessive dusting or fogging

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The Vendor shall certify that the waterborne paint does not contain any mercury, lead, hexavalent chromium, toluene, chlorinated solvents, hydrolyzable chlorine derivatives, ethylene-based glycol ethers and their acetates, nor any carcinogens, as defined in 29 CFR 1.

2.0 PIGMENT COMPOSITION

Pigments shall be first-quality paint-grade pigments. The pigment for the yellow paint shall be free from lead and chromium. The product will be considered to be lead-free if the dry film is tested according to ASTM D3335 and found to have a total lead concentration of less than 0.06%. The product will be considered to be chromium-free if the dry film is tested according to ASTM D3718 and the test results indicate that the product is chromium-free.

The dry film shall not become classified as a hazardous waste when tested according to EPA Method 1311 Toxicity Characteristic Leaching Procedure (TCLP) for all identified toxic metal concentrations. The Vendor shall supply test results and certification that the paint's dry film is compliant to the TCLP toxic metal limits for Arsenic, Barium, Cadmium, Chromium, Lead, Mercury, Selenium, and Silver.

The pigment for the white traffic paint shall contain a minimum of 92% titanium dioxide meeting the requirements of ASTM D476, Type II. The inert or filler pigments must be of a type and quality generally recognized as first-quality paint-grade products and shall not contribute to settling of the paint on storage or be so hard as to cause excessive wear of the spray application equipment.

The combination of all pigments used in the formulation of both the white and yellow paints shall show no significant changes in color due to metamerism.

Significant changes are defined as the white taking on a gray color and the yellow taking on a white color when judged according to ASTM D 4086 “Standard Practice for Visual Evaluation of Metamerism” between daylight illumination and nighttime illumination using headlights on a vehicle.

3.0 COMPOSITION

The composition of the paint shall be determined by the manufacturer. It will be the manufacturer’s responsibility to produce a waterborne traffic paint containing all the necessary ingredients to conform to all the properties as specified herein.

The pigment portion shall be a combination of prime and extender pigments as required to produce white and yellow traffic paint meeting the color and other requirements of the finished product for white and yellow as specified in this specification. A high-grade pigment is required.

The white paint shall be pigmented with titanium dioxide meeting ASTM D476 Type II (Rutile).

The yellow paint shall be pigmented with Pigment Yellow C.I. #65 and/or Pigment Yellow C.I. #75. Other pigments may be added to meet the yellow color and opacity requirements. However, the paint shall not contain lead or chromium at levels above the limit set.

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The percentage pigment by weight of the finished product shall not be more than 65%.

4.0 SOLVENTS

At the request of ACHD, the Vendor shall furnish the name of the appropriate solvents used for the clean-up of the waterborne paint. If special solvents are required, the Vendor must indicate the sources and cost of solvents in the Bid Proposal.

4.1 HEATING OF PAINT

The paint shall not require additional heating to properly atomize. Paint not able to atomize or allow normal application at ambient temperatures above 50 degrees Fahrenheit shall be deemed not to meet the specification.

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5.0 WATERBORNE TRAFFIC LINE PAINT QUALITATIVE AND

QUANTITATIVE REQUIREMENTS

Condition in the Container: The paint, as received, shall show no evidence of biological growth, corrosion of the container, livering or hard settling. The paint shall be returned to a smooth and homogeneous consistency, which is free from gel structures, persistent foam, or air bubbles – using only hand mixing.

Description WHITE YELLOW

a. Degree of Settling, ATSM D869, min 7 7

b. Total Pigment, % by weight, max 65 65

c. Total Non-Volatile Vehicle, % by weight, min 42 42

d. Total Solid by Weight of paint, min 77 77

e. Total Solid by Volume of paint, min 62 62

f. pH, ASTM E70 min 9.6 9.6

g. Density, pounds ± 0.20 lb/gal, vs. bid sample

vs. bid sample

h. Viscosity, KU 80-95 80-95

i. Fineness of Grind, Hegman, Min 3 3

j. Lab Dry Time, ASTM D711, minutes, max @15 mils 10 10

k. Dry Through (Early Washout), minutes, max (@15 mils wet, 70 ± 5°F & 90%±5% RH) 130 130

l. No Tracking Time, field tested, seconds 20-90 20-90

m. Volatile Organic Compound, grams/lit, max 100 100

n. Bleeding ratio, min .98 .98

o. Dry Opacity @5 mil Bird Bar 0.95 0.92

p. Daylight Reflectance @15 mils wet % >90 55-59

q. Lead, ASTM D3335, % in dried paint, max 0.06 0.06

r. Chromium, ASTM D3335, % in dried paint Negative Negative

s. Scrub Resistance min. 2000 2000

The Vendor shall certify that the waterborne traffic line paint is VOC-compliant.

**The tests shall be conducted according to ASTM Methods, Federal Test Method Standard Number 141c (FTMS), or ACHD Test Methods described in the indicated sections of this specification. SAMPLE

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6.0 TEST METHODS FOR WATERBORNE TRAFFIC LINE PAINT

6.1 DRY-THROUGH (EARLY WASHOUT)

Draw down the paint on a glass panel to a wet film thickness of 15 mils.

Immediately place in a humidity chamber maintained at 70F ± 5F and 90% ± 5% relative humidity. Humidity outside of the chamber shall not exceed 50%.

Only two panels shall be placed in the chamber at one time. Rohm Haas 3427 paint formula will be run with each sample as a control. The control shall dry in 90 –100 minutes or the test shall be invalid. Begin testing the panels at 90 minutes and at 10-minute intervals thereafter until 130 minutes has elapsed.

(More frequent testing times allow the paint to prematurely cure and will give an erroneous result.) Test in accordance with ASTM D1640 except that the pressure exerted will be the minimum needed to maintain contact with the thumb and film.

6.2 STATIC HEAT STABILITY

Pour paint into a lined pint container to within 0.25 inches from the top, close the container, seal it with clips and tape, then place the container in an oven maintained at 140F 2°F for 7 days. Equilibrate the paint at standard conditions and mix thoroughly with gentle stirring for a minimum of 2 minutes but not more than 5 minutes. The paint shall not show signs of livering, hard settling, coagulating, lumps, or coarse particles. Then perform the consistency test according to ASTM D562 at 77F. The paint shall show no increase or decrease in viscosity greater than 7 KU over the original viscosity at 77F.

6.3 FREEZE-THAW

Test in accordance with ASTM D2243 for 3 freeze-thaw cycles. Equilibrate the paint at standard conditions and mix thoroughly with gentle stirring for a minimum of 2 minutes but not more than 5 minutes. The paint shall not show excessive signs of livering, hard settling, coagulating, lumps or coarse particles.

Then perform the consistency test in according to ASTM D562 at 77F. The paint shall show no increase or decrease in viscosity greater than 5 KU over the original viscosity at 77F.

6.4 COLOR AND APPEARANCE

Paint drawdowns shall be prepared according to ASTM D823. Colors shall not vary from the standards mentioned herein. Color determination shall be made without beads, at least 24 hours after application.

Color and appearance shall be evaluated using the following: Illuminant C, and standard observer angle 2 degrees. The geometry shall be 45/0 or 0/45.

Measurements shall be taken from samples applied to an opacity chart, e.g., Leneta Form 2A, at a wet film thickness of 15 mils ± 1 mil. The applied sample shall have been allowed to dry for at least 24 hours before measurements are taken. The evaluation shall be as follows:

The color of the dry paint film of the sample shall match the XYZ values provided, under the specified conditions.

For white material: Y > 90. For yellow material, the target values are: X = 63.59, Y = 57.46, Z = 7.60.

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The colors shall match when compared instrumentally. Tolerances for Yellow are as follows.

X range 60 – 67 units, Y range 55 – 59 units, Z range 6.5 – 8.5 units.

The measurements shall be taken from a sample applied over the white portion of an opacity chart. The Administration will approve or disapprove any batch based on a laboratory visual evaluation for blemishes and irregularities in the test specimen (i.e. cracks, flaking, surface depressions, pooling, etc.) that would interfere with the measurement of color and appearance on the opacity chart.

The Administration will make the final decision.

The reflectance, without beads, and using CIE XYZ Yxy, shall be a minimum Y of 90% for white production batches; and a range of 55-59% for yellow production batches. The measurement shall be taken from a sample applied over the black portion of an opacity chart.

6.5 BLEEDING RATIO

Test in accordance with ASTM D868, except that the bleeding ratio is calculated by dividing the average reflectance of the paint applied to the asphalt-saturated felt by the average reflectance of the paint applied to the tape. Method of determining reflectance reading shall be the same as the method used to determine directional reflectance. (See Section 6.7) A 15 mil wet film thickness of paint shall be applied to the asphalt-saturated test panel

6.6 CONTRAST RATIO

Test in accordance with ASTM D2805, except that the drawdown shall be applied with a 5-mil bird bar to a hiding power chart and air-dried overnight.

The test film is prepared as detailed in ASTM D823.

6.7 DIRECTIONAL REFLECTANCE

Test in accordance with ASTM E1347, except using an instrument equal to Photovolt Model 577 with 45-degrees, 0-degree search unit and green filter standardized with a secondary standard of a porcelain-enameled metal plate.

The test film is prepared as in Section 6.6.

6.8 YELLOWNESS INDEX

Yellowness Index will be tested using a Photovolt Model 577 with 45-degrees, 0- degree search unit with amber, blue and green filters readings being taken on the white background. The test film is prepared as in ASTM D823 using a 6-mil wet film thickness of paint applied to a Hiding Power Chart and air-dried overnight. CIE Tristimulus values X, Y, Z, and the Yellowness Index are calculated as shown below:

X = (0.8 x (amber reading) + 1.8 x (blue reading)) / 100 Y = 1.0 x (green reading) / 100 Z = 1.18 x (blue reading) / 100 Yellowness Index = [1.25 x (X) – 1.038 x (Z)] / (Y)

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6.9 SETTLING

Settling will be tested by filling a round-bottom centrifuge tube with the calculated weight of paint so that when it is centrifuged at the required revolutions per minute it will create 250 Pounds-force on the paint. The sample shall be revolved for two hours. The department will use a centrifuge tube capable of holding 150 grams of paint and it will be centrifuged at approximately 1820 revolutions per minute. The paint shall not show a clear separation at the top of the tube of more than 0.25 inches and the cake that forms in the bottom of the tube shall not be greater than 3.5 inches. The cake at the bottom of the tube shall be capable of being penetrated when probed with a stirring rod.

6.10 SKINNING

Fill a lined paint can 3/4 full with paint and seal tightly. Invert the can momentarily then turn it upright. Place the can in an area where the temperature is between 70F and 80F for 7 days. The sample shall not be agitated or disturbed until inspected. No evidence of a skin shall be present.

6.11 FLEXIBILITY

Test in accordance with ASTM D522 Test Method B, except that a 6 mil wet film thickness of paint is applied to a tin plate panel and baked for three hours at 220°F 2°F after air-drying overnight. After cooling the panel is bent 180 degrees over a 0.25 inch mandrel and examined without magnification. The paint shall show no evidence of cracking, flaking, or loss of adhesion.

6.12 CRACKING

The dry film shall show no cracks when examined after drying for 24 hours. The film shall be cast with a 15 mils wet film on 15 pounds asphalt saturated felt.

6.13 NO-TRACKING TIME

The paint shall be applied to smooth asphalt or concrete pavement at a wet film thickness of approximately 15 2 mil. Application of the glass beads shall be at a rate of 6-7 lbs/gal of paint. Dry pavement temperature may vary between 50°F and 122F. The relative humidity shall be a maximum of 85%. The no-tracking time shall be determined by a simulated passing maneuver made by a passenger car crossing over the paint line at a speed of approximately 40 mph. A line showing no visual pickup and redepositing of the materials onto the pavement surface, when viewed from a distance of 50 feet in the highway direction is considered as showing no pickup and conforming to the dry time requirements. Under special circumstances of weather and pavement conditions, the paint may be heat applied at a temperature not to exceed 95°F to achieve the specified dry time.

6.14 SCRUB RESISTANCE

Test in accordance with ASTM D 2486 with the following exceptions.

In Section 8.1, replace the 7.0 mil clearance applicator with an applicator that will provide a wet film of 15 mils.

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Replace Section 8.5 with the following:

“Record the number of cycles to remove the paint film fully in one continuous 1/8 inch wide line across the 1/2-inch width of the shim. Stop the machine and wipe off the area to determine the end point”.

All bid samples will be tested using a GARDCO D10 Set Speed Linear Motion Test Machine. The test will be performed using a Nylon bristle brush in an aluminum block with a 5/4 pattern.

7.0 CONTAINERS

The paint shall be supplied in bulk containers to ACHD. Delivery of paint shall not be contingent upon the return of empty containers.

7.01 Bulk Containers

Bulk containers capable of holding 250 Gallons. The containers shall be new or reconditioned, Snyder Industries 275 gallon standard ultratainer w/HD 6” cap (see part #68345), and shall conform to Federal DOT Specification 57 from 49 CFR, Part 178.251, or 49 CFR Part 178 Subpart M and all other appropriate rules and regulations. Containers must have a certificate of compliance with 49 CFR Part 178.251 or Part 178 Subpart M regarding drop test requirements.

The Vendor shall furnish, at no additional cost to the ACHD, all containers. All containers must comply with the following specifications:

a. Be new or reconditioned polyethylene containers conforming to federal regulations and have a minimum 250 US gallons capacity as cited above.

b. Have forklift skids that are four-way accessible, on opposite sides, with outside dimensions not to exceed 48 inches.

c. Have at least two-way lifting lugs that provide stable and safe lifting.

d. Have covers and valves that can easily be resealed after partial use of contents.

e. Have either a hinged or screw-top opening of at least 6 inches in diameter.

View port shall be on top of the container.

f. Have a two-inch ball valve fitted with a male quick-disconnect at bottom of outlet of the container, and a two-inch male quick-disconnect with sealable cap at the top of the container.

g. Have a security feature that shall protect the valve from being opened by accident or vandalism.

h. Be equipped with grade 304 or higher stainless-steel fittings, piping, etc.

compatible with latex based paint.

i. Have a system that allows the paint to be re-circulated without introducing additional air into the system.

j. Allow for easy hook-up to ACHD owned vehicles. Upon request, Vendor shall be responsible to make minor modifications to the containers.

k. Have an automatic air vent allowing air into the container to keep from collapsing when the paint is extracted from the container.

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7.02 TUBULAR STYLE CAGE TOTE

Alternatively, paint may be supplied in 275 IBC Tubular Style Cage Tote filled to 250 gallons. These totes shall;

a. have a 2" valve with male QD (quick disconnect) adapter.

b. have a new 6" cap each time the tote is used to insure the bottle seals properly to avoid skinning

c. be a new or reconditioned cage and 275 gallon bottle

d. be filled with 250 gallons of paint

e. be capable of being stacked two (2) high when full

f. be capable of being lifted by forklift when full

The empty totes will be secured to the striping truck and used by ACHD as tanks. Vendor shall furnish and remove, at no cost to the ACHD, all containers.

The vendor will be responsible for the removal of all depleted containers.

Containers with residue stemming from solids, broken valves, or any reason beyond the common methods used by the ACHD to empty the container, will be removed by vendor at no charge to the ACHD.

All empty containers must be picked up within thirty (30) calendar days from the date of contact for removal.

7.1 MARKINGS

Each container shall be labeled or stenciled legibly on a prominent location to show the following (abbreviations may be used):

a. Specification/formula number

b. Color

c. Name of manufacturer

d. Date of manufacture of the paint, month, day and year

e. Batch number

f. Tare weight of empty container

g. Location of manufacture

h. Weight per gallon

i. Viscosity of paint

7.2 STORAGE AND RETURN OF CONTAINER

Submission of a bid in response to Invitation to Bid constituted the Vendor guarantee to accept the return of all empty, undamaged containers at the point of delivery.

8.0 ACHD CONTACT

The principal contact for this Purchase Agreement shall be the ACHD Traffic Operations Superintendent. All communications shall be routed through the Traffic Operations Superintendent or his designee. The Traffic Operations Superintendent can be reached at Ada County Highway District, 12590 West Franklin Road, B o i s e , I d a h o , 83709, Telephone Number: (208) 387-6190, Fax Number: (208) 387-6391.

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9.0 CERTIFICATES OF COMPLIANCE

The Vendor shall supply Certificates of Compliance to ACHD for all materials supplied. ACHD may approve certain materials prior to sampling and testing, if accompanied by a Certificate of Compliance. The certificate shall be signed by the manufacturer of the material and shall state that the materials involved comply in all respects with the requirements of these Specifications and the Contract Documents, including the Purchase Agreement. A Certificate of Compliance shall be furnished with each lot of material delivered to ACHD.

Each certified lot shall be clearly identified in the certificate.

All materials approved on the basis of a Certificate of Compliance may be sampled and tested at any time. The fact that material is approved on the basis of a Certificate of Compliance shall not relieve the Vendor of responsibility of complying with these specifications. Any material not conforming to the requirements set forth in these specifications will be subject to rejection.

ACHD reserves the right to refuse to accept material on the basis of a Certificate of Compliance.

10.0 SAFETY DATA SHEETS (SDS)

Safety Data Sheets (SDS) shall be provided by the manufacturer with each shipment. SDS shall include Health Hazard information for all materials provided by the Vendor.

11.0 DOCUMENTATION OF PAINT DELIVERIES

A copy of the following information shall accompany the bulk container shipments of paint to ACHD.

a. Invoice:

1. Manufacturer.

2. Paint destination.

3. Color and type of paint.

4. Paint batch number.

5. Average density (lb/gal) and viscosity KU.

6. Total gallons of paint delivered.

7. Price per gallon and total cost.

8. Number of bulk containers delivered to and returned from ACHD.

b. The manufacturer shall certify the weights for each…