SWR2507-Troxler Nuclear.pdf

The Procurement Coordinator is the SOLE POINT OF CONTACT for this solicitation. All communication between suppliers and WSDOT shall be with the Procurement Coordinator only.

Invitation to Bid SWR2507

Troxler Nuclear Density Gauges, Model 3430+

The Washington State Department of Transportation (WSDOT) issues this Invitation to Bid (ITB) under the authority of the Revised Code of Washington (RCW) 39.26. WSDOT reserves the right to modify dates and times. Any changes will be sent electronically as amendments to all users of Washington’s Electronic

Business Solution (WEBS) who downloaded this ITB.

Posting Date… ................................ Tuesday, April 1, 2025

Bids are due ............................... Thursday, April 17, 2025 (No later than 4:00 pm PDT)

Procurement Coordinator ........... Eugene Onyango

(360) 558-0417 eugene.onyango@wsdot.wa.gov

Deliver bids to ............................ Washington State Department of Transportation

Southwest Region Purchasing Office 4100 Main Street Bldg 11 Vancouver, WA 98663

Attention: Eugene Onyango

IMPORTANT: Quotes may be via email (preferred) with SWR2507 in the subject line or delivered in a sealed package with the following information on the outside:

• ITB number

• Bid due date and time

• Procurement coordinator’s name

• Name and address of bidder’s company mailto:clintoz@wsdot.wa.gov

1 SUMMARY OF OPPORTUNITY

1.1 Summary of Opportunity Scope of Contractor Services

The successful bidder shall recover (12) used Nuclear Density Gauges from WSDOT possession and deliver (12) new Troxler Nuclear Density Gauges (Model 3430+) to the WSDOT address listed below. Quotes submitted on the worksheet provided in this solicitation (Appendix D) for the following line items:

Troxler Nuclear Density Gauges – Model 3430+ Connected Qty. 12

Trade-In Credit (or Cost) Qty. 12

Freight/Delivery (New Units) Lump Sum

Freight/Delivery (Trade-In Units) Lump Sum

Delivery to the address listed below:

HQ MATS LAB

c/o Sean McLaughlin

Department of Transportation, 1655 S. 2nd Ave

Olympia, WA 98512

1.2 Contract Effective Dates

The contract is effective from the date of award through acceptance of goods as determined by WSDOT, the reclamation by the vendor of the used gauges from WSDOT property, and final invoicing and payment. Deadline for Delivery is MAY 30th 2025

1.3 Acceptance of Terms

Acceptance of a state contract/Purchase Order by a Bidder/Supplier for any services purchased pursuant to this bid/contract constitutes acceptance of, and agreement with, all of the general and specific provisions, requirements, stipulations and specification(s) described in this bid/contract.

2 SPECIAL TERMS AND CONDITIONS

After award of this ITB, the Procurement Coordinator of this ITB will become the WSDOT Contract Administrator for the resulting contract. A separate WSDOT Contract Manager may be appointed to deal with the contractor for routine issues. The Contract Manager shall have sole authority to grant or confirm completion of work performed under this contract. The Contract Administrator will conduct amendments, clarify terms and conditions, and if necessary, mediate disputes and implement corrective action(s).

2.1 Specifications and Trade-In Requirements

WSDOT is already using the Troxler brand and model specified herein and is requiring this brand/model both as a standard of quality and to continue with the standard set by previous purchases for consistency in use, training, and any repair/refurbishment processes. Bids quoting products other than the specified brand and model may be rejected as non-responsive. Troxler 3430+ specifications are provided in (Appendix F).

The successful bidder will be responsible for arranging for the collection and proper disposal of 12 Nuclear Density Gauges currently in possession of WSDOT and slated for replacement and disposal. All costs associated with the trade-in shall be indicated on the Price Worksheet (Appendix D). WSDOT will not be responsible for any costs not indicated on the Price Worksheet.

3 ITB OVERVIEW

3.1 Announcement and Special Information

The ITB, its appendices, attachments, amendments and any incorporated documents will comprise the entire ITB which will become the resulting contract between WSDOT and the awarded contractor when it is countersigned by WSDOT.

By responding to this ITB, a bidder acknowledges having read and understood the entire ITB and accepts all information contained within the ITB without modification.

NOTE: The Standard Contract Terms and Conditions (Appendix A), which is an appendix to this

ITB, contains general provisions and terms for solicitations issued by WSDOT. Should a term within the Standard Contract Terms and Conditions conflict with a term elsewhere in the ITB, the latter will prevail.

3.2 Complaint, Debrief, and Protest

Bidders wishing to express a concern or objection with the solicitation or solicitation process in the form of a complaint must do so at least five business days prior to the deadline for bid submission.

After the announcement of the apparent successful bidder (ASB), any Bidder may request a debrief within three business days of the announcement of ASB. Failure to follow the Complaint, Debrief, and Protest Procedure may be seen as a waiver on the part of the Bidder and prevent the complaint, debrief request, or protest from being honored and exercised. The Debrief meeting will take place shortly following the Debrief request with no consideration for lengthy delays. WSDOT will not allow the Debrief meeting to be used as a delaying tactic.

See also Appendix B: Complaint, Debrief and Protest Procedures in the Appendices section below.

3.3 Washington’s Electronic Business Solution (WEBS)

Bidders are solely responsible for:

• Properly registering with Washington’s Electronic Business Solution (WEBS) at https://fortress.wa.gov/ga/webs/, and maintaining an accurate Vendor profile in WEBS.

• Downloading the ITB packet consisting of the ITB, all appendices, and incorporated documents related to the ITB for which you are interested in bidding.

• Downloading all current and subsequent amendments to the ITB to ensure receipt of all ITB documents.

Notification of amendments to the ITB will only be provided to those vendors who have registered with WEBS and have downloaded the ITB from WEBS. Failure to do so may result in a bidder having incomplete, inaccurate, or otherwise inadequate information and bid.

3.4 Amendments

Prior to the bid due date and time, WSDOT reserves the right to change portions of this ITB. All changes will be issued in writing by WSDOT as an amendment and incorporated into the ITB. If there is any conflict between amendments, or between an amendment and the ITB, the document issued last in time will be controlling. Only bidders who have properly registered and downloaded the original ITB directly via WEBS will receive notification of amendments and other correspondence pertinent to the procurement.

3.5 Bidder Communication Responsibilities

During the ITB process, all bidder communications about this ITB must be directed to the

Procurement Coordinator. Unauthorized contact regarding this ITB with other state employees involved with the ITB may result in disqualification. All oral and written communications will be considered unofficial and non-binding on WSDOT. Bidders should rely only on written amendments issued by the Procurement Coordinator.

3.6 Bidder Responsiveness

Bidders are to respond to each question/requirement contained in this ITB. Failure to comply with any applicable item may result in a bid being deemed non-responsive and disqualified.

WSDOT reserves the right to determine the actual level of bidders’ compliance with the requirements specified in this ITB and to waive informalities in a bid. An informality is an immaterial variation from the exact requirements of the competitive ITB, having no effect or merely a minor or negligible effect on quality, quantity, or performance of the services being procured, and the correction or waiver of which would not affect the relative standing of, or be otherwise prejudicial to bidders.

3.7 Pricing

Bid prices must include all cost components needed for the delivery of the services as described in this ITB. Failure to identify all costs in a manner consistent with the instructions in this ITB is sufficient grounds for disqualification.

NOTE: Pricing provided on the Price Worksheets is to be rounded to the nearest whole cent.

3.8 Non-Endorsement and Publicity

In selecting a bidder to supply services specified herein, WSDOT is not endorsing the bidder’s services, nor suggesting they are the best or only solution to their needs.

3.9 No Costs or Charges

Costs or charges incurred before a contract is fully executed will be the sole responsibility of the bidder.

4 PREPARATION OF BIDS

4.1 Bid Submittals Checklist

The following checklist identifies the submittals which will comprise a bid. Any bid received without all of the items identified in this checklist and designated as REQUIRED may be rejected as being non-responsive. Please identify each page of the submittals and any supplemental materials with your company name or other identifiable company mark.

□ Bidder’s Authorized Offer (REQUIRED): Complete as instructed and return a signed copy of the Bidder’s Authorized Offer (The last page of this ITB).

□ Price Worksheet (REQUIRED): On or before the bid due date, complete as instructed and return a copy of the Price Worksheet (Appendix D).

□ References (REQUIRED): Before award, complete as instructed and return a copy of the

Reference Worksheet (Appendix E).

□ Bidder Certifications and Assurances: Before award, complete as instructed and return a copy of the Bidder Certifications. (Appendix C)

□ Manufacturer’s Cut-Sheet: Prior to award, Bidder must submit a manufacturer’s product data sheet for the model of door they intend to install.

□ ITB Amendments (AS INSTRUCTED): If instructed to do so in any amendment to this ITB, sign and return a copy. Failure to sign and return any required amendments to this ITB may result in a bid being rejected for lack of responsiveness. When in doubt, sign and return a copy of all ITB amendments.

4.2 Format

Bids must be legible and completed in ink or with an electronic printer or other similar office equipment, and properly signed by an authorized representative of the bidder with signature authority. All changes and/or erasures must be initialed in ink. Unsigned bids will be rejected on opening unless satisfactory evidence was submitted clearly establishing the bidder’s desire and intent to be bound by the bid, such as a signed cover letter. Incomplete or illegible bids may be rejected.

4.3 Multiple Submissions by the Same Bidder

Multiple bid submissions by the same bidder are allowed. They should be submitted as separate bids and easily identified (i.e. “Contractor Name” Bid#1, “Contractor Name” Bid#2, etc.). Multiple submissions not clearly identified as such may be rejected as non-responsive.

4.4 Due Date and Time

Bid packages must be received on or before the due date and time at the location specified on the cover page. Submitting via email is preferred. Regardless of the delivery method used it is the responsibility of the supplier to ensure solicitation response is received by the Procurement

Coordinator on or before the designated deadline. Quotes will not be accepted via facsimile.

**Hand-delivery of hardcopy, sealed bids: Bid submittal via email is preferred. WSDOT is not responsible for delayed mail or parcel delivery and/or pick-up and bids that are received for any reason after the due date and time may be rejected as non-responsive. It is recommended that bidders submit written notice via email of their intention to mail or hand-deliver a bid with the

Procurement Coordinator ahead of time.

If a bid is late or received at a location other than that specified it will be rejected.

4.5 Bid Opening

After the bid due date and time, the Bid will be opened and processed protecting the confidentiality of the contents. The names of the bidders will be recorded and made available upon request. Bid contents will not be available for public view until after the apparent successful bidder has been announced. (RCW 39.26.030).

5 EVALUATION AND AWARD

5.1 General Provisions

• Bidder responsiveness, responsibility and price factors will be evaluated based on the evaluation process described in this section.

• Contract award will be based on the evaluation and award criteria established herein and will be subject to consideration of all factors identified in RCW 39.26 and other criteria identified in the ITB.

• Bidders whose bids are determined to be non-responsive will be rejected and will be notified of the reasons for rejection.

• After bids have been submitted, WSDOT may require individual bidders to appear at a time and place determined by WSDOT to discuss contract requirements. Any such meeting should not be construed as negotiations or an indication of WSDOT’S intention to award.

• WSDOT reserves the right to: (1) Waive any informality; (2) Reject any or all bids, or portions thereof; (3) Accept any portion of the items bid unless the bidder stipulates all or nothing in their bid; (4) Cancel an ITB and re-solicit bids; (5) Negotiate with the lowest responsive and responsible bidder to determine if that bid can be improved for the purchaser.

• References: WSDOT reserves the right to use references to confirm satisfactory customer service, performance, satisfaction with service, knowledge of service/industry and timeliness.

Any negative or unsatisfactory reference can be reason for rejecting a bidder as non-responsible. WSDOT reserves the right to waive the reference check.

• The evaluation does not require any particular order so long as the Bidder or Bidders ultimately receiving an award meet all of the evaluation and award criteria.

5.2 Determination of Responsiveness

Bids will be reviewed on a pass/fail basis to determine compliance with administrative requirements as specified herein.

WSDOT reserves the right to determine at its sole discretion whether a bidder’s response to a minimum ITB requirement is sufficient to pass. However, if all bidders fail to meet any single ITB requirement, WSDOT may reject all bids and cancel the ITB or waive the requirement from the

ITB’s criteria for responsiveness.

Responsive bids will be further evaluated based on the requirements in this ITB.

5.3 Determination of Responsibility

During evaluation, WSDOT reserves the right to make reasonable inquiry to determine the responsibility of any bidder. Requests may include financial statements, credit ratings, references, record of past performance, clarification of bidder’s offer, on-site inspection of bidder's or subcontractor's facilities, or other information as necessary. Failure to respond to these requests may result in a bid being rejected as non-responsive. WSDOT reserves the right to use itself as a reference.

5.4 Price Evaluation

Evaluated Prices from responsive Bids will be calculated as follows:

a) The unit prices for each item will be summed together to form a net amount.

b) The net amounts for each line item will be summed together along with any shipping/delivery charge to form a Total Price (pre-tax).

c) The Total Price (pre-tax) will be subjected to any preferences and penalties required by law, rule, or ITB.

d) The Total Price (pre-tax) will be used to evaluate the low bid.

e) In the event of a conflict between the Total Price and the Unit Price, the Unit Price will prevail.

5.5 Preference for Firms without Mandatory Individual Arbitration for Employees (EO 18-03)

Pursuant to RCW 39.26.160(3) (best value criteria) and consistent with Executive Order 1803 – Supporting Workers’ Rights to Effectively Address Workplace Violations (dated June 12, 2018), WSDOT will evaluate bids for best value and provide a bid preference in the amount of 5% to any bidder who certifies, pursuant to Section 11 of Appendix C – Bidder Certifications, that their firm does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waiver.

Bidders who do not certify one way or another shall not receive the 5% preference. In the event that all bidders certify that they do not require mandatory individual arbitration for their employees, the preference will not be applied during bid evaluation.

5.6 Selection of Apparent Successful Bidder

Bids received in response to this ITB will be evaluated per the method detailed in section 5.4 of this solicitation.

WSDOT reserves the right to request additional information or perform tests and measurements as part of the evaluation process before award. Failure to provide requested information within 10 days may result in disqualification.

Before award, WSDOT may negotiate with an Apparent Successful Bidder (ASB) to determine if a bid can be improved.

Designation as an ASB does not imply that WSDOT will issue an award to your firm. It merely suggests that at this moment in time, WSDOT believes your bid to be responsive. This designation allows WSDOT to perform a responsibility analysis and ask for additional documentation. WSDOT may also re-examine the bid to determine whether the bid is truly responsive. The bidder must not construe this as an award, impending award, attempt to negotiate, etc. If a bidder acts or fails to act as a result of this notification, it does so at its own risk and expense.

5.7 Announcement of Apparent Successful Bidder

All Bidders responding to this ITB will be notified when WSDOT has determined the Apparent

Successful Bidder (ASB).

5.8 Award

An award, in part or full, is made and a contract formed by signature of WSDOT and awarded bidder on the Bidder’s Authorized Offer page at the end of the ITB. In some circumstances, WSDOT may include an award letter which further defines the award and is included by reference to accompany the signature page.

WSDOT reserves the right to award on an all-or-nothing consolidated basis.

Following the award, all bidders will receive a Notice of Award, usually through a WEBS notification.

6 CONTRACT INFORMATION

6.1 Incorporated Documents and Order of Precedence

A bid submitted to this ITB is an offer to contract with WSDOT.

A bid becomes a contract only when awarded and accepted by signature of WSDOT and bidder on the Bidder’s Authorized Offer and Contract Signature Page.

The documents listed below are, by this reference, incorporated into a contract resulting from this

ITB as though fully set forth herein. No other statements or representations, written or oral, are a part of the contract.

a) The ITB

b) The awarded vendor’s bid

c) All appendices

d) ITB amendments (if any)

e) Award letter (if any)

In the event of a conflict in such terms, or between the terms and any applicable statute or rule, the inconsistency will be resolved by giving precedence in the following order:

a) Applicable federal and state of Washington statutes and regulations

b) Mutually agreed written amendments to the resulting contract

c) The contract, including all documents incorporated in the subsection immediately above.

Conflict: To the extent possible, the terms of the contract must be read consistently.

Conformity: If any provision of the contract violates any Federal or state of Washington statute or rule of law, it is considered modified to conform to that statute or rule of law.

6.2 Parties

This Contract is entered into by and between the Washington State Department of Transportation and the awarded Contractor with the parties more fully described in the Bidder’s Authorized Offer and Contract Signature Page.

6.3 Authority to Bind

The signatories to this contract represent that they have the authority to bind their respective organizations to this contract.

6.4 Counterparts

This contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate will be deemed an original copy of this contract signed by each party, for all purposes.

6.5 Changes

WSDOT reserves the right to modify the resulting contract (including but not limited to adding or deleting products) by mutual agreement between WSDOT and the contractor. Alterations to any of the terms, conditions, or requirements of this contract will only be effective upon written issuance of a mutually agreed contract amendment by WSDOT. However, changes to point of contact information may be updated without the issuance of a mutually agreed contract amendment.

6.6 Miscellaneous Expenses

Expenses related to day-to-day contract performance (including but not limited to, travel, lodging, meals, and incidentals) will not be reimbursed to the contractor. However, WSDOT recognizes that there may be occasions when the purchaser requires the bidder to travel. In such case the purchaser must provide written pre-approval of such expenses on a case-by-case basis. Any such reimbursement will be at rates not to exceed the guidelines for state employees published by the

Washington State Office of Financial Management set forth in the Washington State Administrative

& Accounting Manual, and not to exceed expenses actually incurred.

Solicitation Timeline

Date Issued Tuesday, April 1, 2025

Question Period Ends Thursday, April 10, 2025 4:00 pm

Answers Provided Friday, April 11, 2025 4:00 pm

Complaint Period Ends Monday, April 14, 2025 4:00 pm

Bids Due No later than Thursday, April 17, 2025 4:00 pm

Bid Review Friday, April 18, 2025 TBD

Apparent Successful Bidder Announced No sooner than Tuesday, April 22, 2025 TBD

Debrief Period Ends Three (3) business days after the Apparent Successful Bidder is announced.

4:00 pm

Protest Period Ends

No sooner than three (3) business days after the Apparent Successful Bidder is announced.

4:00 pm

Award announced and purchase order sent to vendor

No sooner than Monday, April 28, 2025 TBD

Changes to the Solicitation Timeline, if necessary, will be announced via an addendum posted to the Washington Electronic Business Solution (WEBS) website.

Other Information URL’s

Statewide Vendor Number:

http://des.wa.gov/services/ContractingPurchasing/Business/VendorPay/Pages/default.aspx

Department of Revenue: http://dor.wa.gov/

WAC 458-20: http://apps.leg.wa.gov/WAC/default.aspx?cite=458-20

WAC 458-20-193: http://apps.leg.wa.gov/WAC/default.aspx?cite=458-20-193 http://des.wa.gov/services/ContractingPurchasing/Business/VendorPay/Pages/default.aspx http://dor.wa.gov/ http://apps.leg.wa.gov/WAC/default.aspx?cite=458-20 http://apps.leg.wa.gov/WAC/default.aspx?cite=458-20-193

Standard Terms and Conditions

Should a term within these Standard Contract Terms and Conditions conflict with a term elsewhere in the

ITB, the latter will prevail.

A.1 Incorporated Documents and Order of Precedence

A bid submitted to this ITB is an offer to contract with WSDOT.

A bid becomes a contract only when awarded and accepted by signature of WSDOT and bidder on the Bidder’s Authorized Offer and Contract Signature Page.

The documents listed below are, by this reference, incorporated into a contract resulting from this

ITB as though fully set forth herein. No other statements or representations, written or oral, are a part of the contract.

a) The ITB

b) The awarded vendor’s bid

c) All appendices

d) ITB amendments (if any)

e) Award letter (if any)

In the event of a conflict in such terms, or between the terms and any applicable statute or rule, the inconsistency will be resolved by giving precedence in the following order:

a) Applicable federal and state of Washington statutes and regulations

b) Mutually agreed written amendments to the resulting contract

c) The contract, including all documents incorporated in the subsection immediately above.

Conflict: To the extent possible, the terms of the contract must be read consistently.

Conformity: If any provision of the contract violates any Federal or state of Washington statute or rule of law, it is considered modified to conform to that statute or rule of law.

A.2 Parties

This Contract is entered into by and between the Washington State Department of Transportation and the awarded Contractor with the parties more fully described in the Bidder’s Authorized Offer and Contract Signature Page.

A.3 Authority to Bind

The signatories to this contract represent that they have the authority to bind their respective organizations to this contract.

A.4 Counterparts

This contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate will be deemed an original copy of this contract signed by each party, for all purposes.

A.5 Changes

WSDOT reserves the right to modify the resulting contract (including but not limited to adding or deleting products) by mutual agreement between WSDOT and the contractor. Alterations to any of the terms, conditions, or requirements (including price, quality, quantity, or other specifications) of this contract will only be effective upon written issuance of a mutually-agreed contract amendment by WSDOT. However, changes to point of contact information may be updated without the issuance of a mutually-agreed contract amendment.

A.6 Right to Cancel

WSDOT reserves the right to cancel or reissue all or part of this Solicitation at any time as allowed by law without obligation or liability.

A.7 Acceptance

This ITB and any order resulting from this solicitation expressly limits acceptance to the terms and conditions stated herein. Any terms proposed by Supplier are objected to and hereby rejected, unless otherwise provided for in writing by WSDOT.

A.8 Rejection

All goods or materials purchased herein are subject to written approval by WSDOT. Any rejection of goods or materials resulting because of nonconformity to the terms and specifications of this order, whether held by WSDOT or returned will be at Supplier’s risk and expense.

A.9 Identification

All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this order shall contain the applicable purchase order number. Packing lists shall be included with each shipment pursuant to this order, indicating the contents of each package therein.

A.10 Ordering Requirements

Contractor must ensure that Authorized purchasers can place orders against this contract either in person, electronically, facsimile or by phone. Once an order is issued, the following shall apply:

− Upon receipt of a purchase order the contractor must send written confirmation to the purchaser.

− If requested, the contractor must supply purchaser with manufacturer’s list pricing or other documentation needed to verify contract pricing compliance.

− Contractor must notify purchaser of any surcharges or other price adjustments if applicable and as contract allows.

A.11 Delivery Requirements

a. Delivery:

Contractor must ensure that delivery of goods will be made as required in the contract terms, the Purchase Order, or as otherwise mutually agreed in writing between the purchaser and contractor. The following apply to all deliveries:

− The contractor must deliver the goods during purchaser’s normal work hours and within contract time frames or as otherwise mutually agreed in writing between the purchaser and contractor at the time of order placement.

− The purchaser may refuse shipment when delivered after normal working hours.

− Failure to comply with agreed upon delivery times may subject contractor to liquidated damages and/or other damages.

− The acceptance of late delivery does not constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by contractor.

− The contractor must make all deliveries to the applicable delivery location as indicated in the contract or Purchase Order.

− The contractor is responsible for verifying delivery conditions/requirements with the purchaser prior to the delivery.

− All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this contract shall be identified by the contract identifier and the applicable purchaser’s order number.

Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders.

− The contractor must not initiate performance prior to receipt of written or verbal authorization from authorized purchasers. Expenses incurred otherwise will be borne solely by the contractor.

b. Site security:

While on purchaser’s premises, contractor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations.

c. Labeling:

Individual shipping cartons shall be labeled with the name of the purchaser, order number, contract number, contractor, state stock numbers. Where applicable, date of manufacture, batch number, storage requirements, conditions, and recommended shelf life shall also be included.

A.12 Pricing - Include all Cost Components in Pricing

Bidders must identify and include all elements of recurring and non-recurring costs in their pricing.

Unless otherwise specified, this must include, but is not limited to, all administrative fees, maintenance, manuals, documentation, shipping charges, labor, travel, training, consultation services, wiring and supplies needed for the installation (including cost of all uncrating, disposal of shipping materials), set-up, testing and initial instruction to agency personnel, warranty work and maintenance of the products/services, handling charges such as packing, wrapping, bags, containers, reels; and any processing fees associated with credit card payment.

Notwithstanding the foregoing, in the event that market conditions, laws, regulations, or other unforeseen factors dictate, at WSDOT’s sole discretion, additional charges may be allowed during the contract term.

A.13 Withdrawal or Modification of Response

Bidders are liable for all errors or omissions contained in their responses.

a. Prior to response due date and time

Modification: Mistakes in bids or proposals detected prior to the due date and time may be corrected by the bidder by withdrawing the original bid or proposal and submitting a corrected bid or proposal to WSDOT before the due date and time. If there is not sufficient time prior to the due date and time to withdraw the original bid or proposal and submit a corrected bid or proposal, the bidder, or an authorized representative, may correct the mistake on the face of the original bid or proposal provided that the corrected bid or proposal is time stamped by WSDOT upon resubmission prior to the due date and time.

Withdrawal: An authorized bidder representative is permitted to withdraw its response before the due date and time by submitting the withdrawal request in writing. Withdrawn responses will be returned unopened to the bidder.

b. After response due date and time

No modification: If bidder mistakes in a bid or proposal are detected after the bid due date and time, they may not be corrected.

Withdrawal: If the bidder submits evidence in writing satisfactory to WSDOT that a mistake has been made by the bidder in the calculation of its bid or proposal, WSDOT may allow the bid or proposal to be withdrawn provided that the claim of mistake and supporting documentation is provided within three business days after the due date and time. Compliance with this section within the specified time limit shall relieve the bidder of forfeiture of its bid guarantee. If WSDOT subsequently reissues the solicitation, the bidder having made the mistake may not participate in that solicitation.

Clarification: WSDOT reserves the right to contact bidder for clarification of response contents.

A.14 Collection of Retail Sales and Use Taxes

In general, Suppliers engaged in retail sales activities within the State of Washington are required to collect and remit sales tax to Department of Revenue (DOR). In general, out-of-state Suppliers must collect and remit “use tax” to Department of Revenue if the activity carried on by the seller in the State of Washington is significantly associated with Vendor’s ability to establish or maintain a market for its products in Washington State. Examples of such activity include where the Vendor either directly or by an agent or other representative:

• Maintains an in-state office, distribution house, sales house, warehouse, service enterprise, or any other in-state place of business;

• Maintains an in-state inventory or stock of goods for sale;

• Regularly solicits orders from Purchasers located within the State of Washington via sales representatives entering the State of Washington;

• Sends other staff into the State of Washington (e.g. product safety engineers, etc.) to interact with Purchasers in an attempt to establish or maintain market(s); or

• Other factors identified in WAC 458-20 .

A.15 Cash Discount

In the event WSDOT is entitled to a cash discount, the period of computations will commence on the date of delivery or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is made part of the contract but the invoice does not reflect the existence of a cash discount, WSDOT is entitled to a cash discount with the period commencing on the date it is determined by WSDOT that a cash discount applies.

A.16 Purchase Card Acceptance

It is not mandatory that suppliers accept the credit card as payment; however, WSDOT encourages suppliers to consider this alternate payment process. Any processing fees associated with the purchasing card must be included in the product pricing and not as a separate fee.

A.17 Price Adjustments

Price protection: The contract prices are the maximum prices the contractor may charge.

Should market forces or unforeseen circumstances result in contract prices falling below a contractor’s cost, the contractor may submit a proposed price change – the profit margin of which shall not exceed that of the original pricing – to WSDOT. WSDOT reserves the right to accept the price change or cancel all or part of the order.

A.18 Payments and Assignments

Invoices will not be processed for payment until items or services invoiced are received or completed. WSDOT will not honor drafts nor accept goods on a sight draft basis. Furthermore, the provisions or monies due under this contract shall only be assignable with prior written approval of

WSDOT.

A.19 Statewide Vendor Payment Registration

Suppliers are required to be registered in the Statewide Vendor Payment system, prior to submitting a request for payment under this procurement. Purchasers who are Washington state agencies require registration to be completed prior to payment.

The Washington State Office of Financial Management (OFM) maintains a central contractor registration file for Washington State agencies to process Vendor payments. To obtain information and registration materials visit the Receiving Payments from the State website.

A.20 Department of Revenue Registration for Out-of-State Suppliers

Out-of-state suppliers meeting any of the above criteria must register and establish an account with the Department of Revenue. Refer to WAC 458-20-193, and call the Department of Revenue at 800-647-7706 for additional information. When out-of-state suppliers are not required to collect and remit “use tax,” Purchasers located in the State of Washington are responsible for paying this tax, if applicable, directly to the Department of Revenue.

A.21 Miscellaneous Expenses

Expenses related to day-to-day contract performance (including but not limited to, travel, lodging, meals, and incidentals) will not be reimbursed to the contractor. However, WSDOT recognizes that there may be occasions when the purchaser requires the bidder to travel. In such case the purchaser must provide written pre-approval of such expenses on a case-by-case basis. Any such reimbursement will be at rates not to exceed the guidelines for state employees published by the

Washington State Office of Financial Management set forth in the Washington State Administrative

& Accounting Manual, and not to exceed expenses actually incurred.

A.22 Brands

Unless otherwise described within this ITB, when a particular brand is specified, it shall be construed solely for the purpose of indicating the standard of quality, performance, or use desired.

Brands of equal quality, performance, and use shall be considered, provided Supplier specifies the brand and model and submits descriptive literature. Any bid containing a brand which is not of equal quality, performance, or use specified must be represented as an alternate and not as an equal.

Failure to do so shall be sufficient reason to disregard the bid.

A.23 Standard of Quality/Consistency Over Term of Contract

If, in the sole judgment of WSDOT or the purchaser, any Product is determined not to be Equal, the purchaser may take any or all of the following actions:

− The Product may be returned at contractor’s expense and the purchaser reimbursed for any payments.

− The contract may be terminated without any liability to the State of Washington or purchaser.

A.24 Add-on

By mutual written agreement, additional quantities of items may be purchased within 12 months of the date of award provided the original purchase price, terms, conditions, and specifications remain the same. Add-on purchases shall be submitted to the Supplier using a WSDOT Purchase Order and shall reference the original contract or purchase order.

A.25 Infringements

Supplier agrees to protect and save harmless WSDOT against all claims, suits, or proceedings for patent, trademark, copyright, or franchise infringement arising from the purchases, installation, or use of goods and materials resulting from this solicitation. Supplier assumes all expenses and damages arising from such claims, suits, or proceedings.

A.26 Warranties

Supplier warrants that items supplied as a result of this solicitation conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed, except that if a particular purpose is stated, the material must then be fit for the particular purpose.

A.27 Liens, Claims, and Encumbrances

Supplier warrants and represents that all the goods and materials ordered as a result of this solicitation herein are free and clear of all liens, claims, or encumbrances of any kind.

A.28 Save Harmless

Supplier shall protect, indemnify, and save WSDOT harmless from and against any damage, cost, or liability for any injuries to persons or property arising from acts or omissions of Supplier, his employees, agents, or subcontractors, howsoever caused.

A.29 Anti-trust

Supplier and WSDOT recognize that in actual economic practice, overcharges resulting from anti-trust violations are in fact borne by WSDOT. Therefore, Supplier hereby assigns to WSDOT any and all claims for such overcharges.

A.30 Default

WSDOT may terminate any order or contract resulting from this solicitation, without penalty or further liability, upon not less than Thirty (30) days prior written notice to Supplier, if Supplier defaults on any provision of the order or contract and fails to cure such default within that Thirty

(30) day period, or such longer period, as may be reasonably determined by WSDOT, if Supplier is diligently working to cure the default.

A.31 Contract Modifications

WSDOT reserves the right to modify the resulting contract (including but not limited to adding or deleting products, services, or delivery locations) by mutual agreement between WSDOT and the contractor, so long as such modification is substantially within the scope of the original contract.

Such modifications will be memorialized in a signed written document describing the agreed upon change including any terms and conditions required to support such change.

A.32 Contract Termination for Cause

In the event WSDOT, in its sole discretion, determines that the Vendor has failed to comply with the conditions of this contract in a timely manner or is in material breach, WSDOT has the right to suspend or terminate this contract, in part or in whole. WSDOT shall notify the Vendor in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days or as otherwise specified by WSDOT, or if such corrective action is deemed by WSDOT to be insufficient, the contract may be terminated. WSDOT reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Vendor from incurring additional obligations of funds during investigation of the alleged breach and pending corrective action by the Vendor or a decision by WSDOT to terminate the contract.

In the event of termination, WSDOT shall have the right to procure for all purchasers any replacement materials, supplies, services and/or equipment that are the subject of this contract on the open market. In addition, the Vendor shall be liable for damages as authorized by law including, but not limited to, any price difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time.

If it is determined that: (1) the Vendor was not in material breach; or (2) failure to perform was outside of Vendor's or its subcontractor’s control, fault or negligence, the termination shall be deemed to be a "termination for convenience." The rights and remedies of WSDOT and/or the purchaser provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law.

A.33 Contract Termination for Convenience

Except as otherwise provided in this contract, WSDOT, at the sole discretion of WSDOT, may terminate this contract, in whole or in part by giving 30 calendar days or other appropriate time period written notice beginning on the second day after mailing to the Vendor. If this contract is so terminated, purchasers shall be liable only for payment required under this contract for properly authorized services rendered, or materials, supplies and/or equipment delivered to and accepted by the purchaser prior to the effective date of contract termination. Neither WSDOT nor the purchaser shall have any other obligation whatsoever to the Vendor for such termination. This

Termination for Convenience clause may be invoked by WSDOT when it is in the best interest of the State of Washington.

A.34 Contract Termination by Mutual Agreement

WSDOT and the Vendor may terminate this contract in whole or in part, at any time, by mutual agreement.

A.35 Post-Award Conference

The contractor may be required to attend a post award conference scheduled by the Procurement

Coordinator and/or the contract Administrator to discuss contract performance requirements. The time and place of this conference will be scheduled following contract award.

A.36 Waiver

Failure or delay of WSDOT or purchaser to insist upon the strict performance of any term or condition of the contract or to exercise any right or remedy provided in the contract or by law; or

WSDOT’s or purchaser’s acceptance of or payment for materials, supplies, services and/or equipment, shall not release the contractor from any responsibilities or obligations imposed by this contract or by law, and shall not be deemed a waiver of any right of WSDOT or purchaser to insist upon the strict performance of the entire agreement by the contractor. In the event of any claim for breach of contract against the contractor, no provision of this contract shall be construed, expressly or by implication, as a waiver by WSDOT or purchaser of any existing or future right and/or remedy available by law.

A.37 Disputes and Remedies

a. Problem resolution and disputes

Problems arising out of the performance of this contract shall be resolved in a timely manner at the lowest possible level with authority to resolve such problem. If a problem persists and cannot be resolved, it may be escalated within each organization.

In the event a bona fide dispute concerning a question of fact arises between WSDOT or the purchaser and contractor and it cannot be resolved between the parties through the normal problem escalation processes, either party may initiate the dispute resolution procedure provided herein.. The dispute shall be handled by a Dispute Resolution Panel in the following manner. Each party to this contract shall appoint one member to the Panel. These two appointed members shall jointly appoint an additional member. The Dispute Resolution

Panel shall review the facts, contract terms and applicable statutes and rules and make a determination of the dispute as quickly as reasonably possible. The determination of the

Dispute Resolution Panel shall be final and binding on the parties hereto. WSDOT and/or purchaser and contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this contract that are not affected by the dispute.

In the event a bona fide dispute concerning a question of fact arises between WSDOT or the purchaser and contractor and it cannot be resolved between the parties through the normal escalation processes, either party may initiate the dispute resolution procedure provided herein.

The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party. The responding party shall respond in writing within three business days.

The initiating party shall have three business days to review the bid. If after this review a resolution cannot be reached, both parties shall have three business days to negotiate in good faith to resolve the dispute.

If the dispute cannot be resolved after three business days, a Dispute Resolution Panel may be requested in writing by either party who shall also identify the first panel member. Within three business days of receiving the request, the other party will designate a panel member.

Those two panel members will appoint a third individual to the Dispute Resolution Panel within the next three business days.

The Dispute Resolution Panel will review the written descriptions of the dispute, gather additional information as needed, and render a decision on the dispute in the shortest practical time.

Each party shall bear the cost for its panel member and share equally the cost of the third panel member.

Both parties agree to be bound by the determination of the Dispute Resolution Panel.

Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute Resolution Panel whenever possible.

WSDOT, the purchaser and contractor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this contract that are not affected by the dispute.

If the subject of the dispute is the amount due and payable by purchaser for materials, supplies, services and/or equipment being provided by contractor, contractor shall continue providing materials, supplies, services and/or equipment pending resolution of the dispute provided purchaser pays contractor the amount purchaser, in good faith, believes is due and payable, and places in escrow the difference between such amount and the amount contractor, in good faith, believes is due and payable.

b. Administrative suspension

When it in the best interest of the state, WSDOT may at any time, and without cause, suspend the contract or any portion thereof for a period of not more than 30 calendar days per event by written notice from WSDOT to the contractor’s Representative. Contractor shall resume performance on the next business day following the 30th day of suspension unless an earlier resumption date is specified in the notice of suspension. If no resumption date was specified in the notice of suspension, the contractor can be demanded and required to resume performance within the 30-day suspension period by WSDOT providing the contractor’s

Representative with written notice of such demand.

c. Force majeure

The term “force majeure” means an occurrence that is beyond the control of the party affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include acts of war, riots, strikes, fire, floods, windstorms, epidemics or other similar occurrences.

Exceptions: 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.

Notification: If either party is delayed by force majeure, said party shall provide written notification within 48 hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party. Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So far as consistent with the Rights Reserved below, the time of completion shall be extended by contract amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this contract.

Rights reserved: WSDOT reserves the right to authorize an amendment to this contract, terminate the contract, and/or purchase materials, supplies, equipment and/or services from the best available source during the time of force majeure, and contractor shall have no recourse against the state.

d. Alternative dispute resolution fees and costs

In the event that the parties engage in arbitration, mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost of the alternative dispute resolution method, including cost of mediator or arbitrator.

In addition, each party shall be responsible for its own attorneys’ fees incurred as a result of the alternative dispute resolution method.

e. Non-exclusive remedies

The remedies provided for in this contract shall not be exclusive but are in…