WisDOT - IRD WIM Sensors 395002-M26-0510626-01.pdf

CONTRACT:

395002-M26-0510626-01

By and between:

The State of Wisconsin Department of Transportation

And International Road Dynamics Corporation

Commodity or Service:

Weigh In Motion (WIM) Axle Sensors

Initial Contract Term:

February 1, 2026 – January 31, 2028

Renewal Term:

(3 total – One-year optional terms)

For further information regarding this Contract, contact the Contract Administrator:

Russell Lewis, Civil Engineer Transportation Senior, Field Operations-Continuous Count Program Lead Worker, email: russell.lewis@dot.wi.gov.

State of Wisconsin

Contractor

Department of Transportation Contractor

Name:

Authorized Representative Authorized Representative

Name:

Name:

Title: Title:

Signature: Signature:

Date: Date:

Docusign Envelope ID: 50392C89-04CA-4F71-BDBE-865C30E48339

Deputy Administrator

Angela Adams - WisDOT

January 21, 2026

Scott Sherwood - International Road Dynamics

January 21, 2026

Operations Manager

International Road Dynamics Corp.

mailto:russell.lewis@dot.wi.gov

1. PARTIES TO THE CONTRACT

This agreement, hereinafter referred to as the “Contract”, shall be between the Wisconsin Department of Transportation, hereinafter referred to as “WisDOT”, and International Road Dynamics Corporation (IRDC), hereinafter referred to as the “Contractor” and/or “Provider”, for Weigh In Motion (WIM) Axle Sensors, according to the terms set forth in this Contract.

WisDOT Contract Administrator: Russell Lewis, Civil Engineer Transportation Senior, Field

Operations-Continuous Count Program Lead Worker, russell.lewis@dot.wi.gov.

2. TERM OF CONTRACT

Contract term is February 1, 2026, to January 31, 2028, with 3 One-year renewal option(s).

3. EXECUTED CONTRACT TO CONSTITUTE ENTIRE AGREEMENT

The WisDOT’s Request for Bid, the Bid response written communications, and this Agreement constitute the entire agreement between the parties The hierarchy of documents in order for resolution is as follows:

1. Official Wisconsin Department of Transportation Purchase Order and or Contract Standard

Terms and Conditions attached to any of these procurement documents govern unless modified within the document.

2. Written communications regarding contract terms agreed upon in writing.

3. Vendor’s Response as submitted.

4. Request for Bid, Solicitation Reference # 510626.

Any conflict in terms shall be governed by the highest listed document

4. WORK PLAN

The state and the contractor agree that all services provided by the contractor shall be in accordance with written communications, official purchase order(s), and this agreement.

STATEMENT OF WORK: MM-DD-YYYY_SOW-01

Contract: 395002-M26-0510626-01

5. FOB DESTINATION FREIGHT INCLUDED

F.O.B. Destination Freight Included. Bid prices must include all packing, labor, transportation, insurance charges and use/preparation/storage manuals. Fuel surcharges will not be allowed.

Duty charges (FOB=DDP Destination Duty Paid), if applicable (includes but not limited to documentation fees, freight, customs clearance, tax, etc.), must be included in the price of the product, no additional charges will be allowed.

Delivery is required within 21 calendar days, unless a modified delivery agreement has been established in writing between the Contractor and authorized purchasing entity. Failure to meet the delivery requirement may disqualify your bid submittal.

WisDOT may elect to purchase from another vendor such quantities as may be needed to fulfill the immediate requirement(s) if an awarded Contractor(s) is then unable to furnish an acceptable product.

Any difference in costs between the delivered contract price and the delivered price of such shipment(s) from another vendor may be deducted from any costs, which may be due to the Contractor. WisDOT reserves the right to bill the Contractor for cost differences.

Contractor is required to notify the ordering unit of any back order, discontinuation of product(s) or other delays in shipping within two (2) working days of receipt of order. Back orders must not be cancelled without approval from WisDOT ordering unit.

mailto:russell.lewis@dot.wi.gov

6. LIQUIDATED DAMAGES

Liquidated damages shall consist of 10% per working day, per line item for failure to deliver according to the Contractor specified delivery schedule. Liquidated damages will be deducted from payments on the invoice covering the late shipments, if the invoice is of sufficient amount to cover the liquidated damages. If the invoice is not of a sufficient amount to cover the liquidated damages on a particular shipment, the agency may bill the contractor for the balance or require cancellation of the invoice and a credit to cover the balance.

7. INSURANCE REQUIREMENTS

Transportation (WisDOT) or any of its subsidiary companies must provide WisDOT with evidence of the following minimum insurance requirements. In no way do these minimum requirements limit the liability assumed elsewhere in the contract. All parties shall, at their sole expense, maintain the following insurance:

1. Commercial General Liability Insurance including contractual coverage:

a. The limits of this insurance for bodily injury and property damage.

b. Combined shall be at least:

c. Each Occurrence Limit $1,000,000

d. General Aggregate Limit $2,000,000

e. Products-Completed Operations Limit $2,000,000

f. Personal and Advertising injury Limit $1,000,000

2. Business Automobile Liability Insurance: a. Should the performance of this Agreement involve the use of automobiles, Contractor shall provide comprehensive automobile insurance covering the ownership, operation and maintenance of all owned, non-owned and hired motor vehicles. Contractor shall maintain limits of at least $1,000,000 per accident for bodily injury and property damage combined.

3. Workers’ Compensation Insurance: a. Such insurance shall provide coverage in amounts not less than the statutory requirements in the state where the work is performed, even if such coverages are elective in that state.

4. Employers Liability Insurance:

a. Such insurance shall provide limits of not less than $500,000 policy limit.

5. Excess/Umbrella Liability Insurance: a. Such insurance shall provide additional limits of not less than $5,000,000 per occurrence in excess of the limits stated in (A.), (B.), and (D.) above.

Additional Requirements:

1. Contractor shall require the same minimum insurance requirements, as listed above, of all its contractors, and subcontractors, and these contractors, and subcontractors shall also comply with the additional requirements listed below.

2. The insurance specified in (A), (B), and (E) above shall:

a. Name WisDOT including its directors, officers, employees and agents as additional insureds by endorsement to the policies; and,

b. Provide that such insurance is primary coverage with respect to all insureds and additional insureds.

3. The above insurance coverages may be obtained through any combination of primary and excess or umbrella liability insurance. WisDOT may require higher limits or other types of insurance coverage(s) as necessary and appropriate under the applicable purchase order.

4. Except where prohibited by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against WisDOT, its subsidiaries, its agents, servants, invitees, employees, co-lessees, co-venturers, affiliated companies, contractors, subcontractors and their insurers.

5. Contractor shall provide certificates and endorsements evidencing the coverages, limits and provisions specified above on or before the execution of the Agreement and thereafter upon the renewal of any of the policies. Contractor shall require all insurers to provide WisDOT with a thirty

(30) day advanced written notice of any cancellation, nonrenewal or material change in any of the policies maintained in accordance with this Agreement. Coverage must be placed with carriers with an A. M. Best rating of A- 10 or better.

EMAIL TO: WIDOTCOI@DOT.WI.GOV

8. EMPLOYMENT

In accordance with the Internal Revenue Code Section 3402(e), if the individual is a current State employee, all payments for services are deemed to be wages and must be payrolled. Wisconsin Statute Section 230.047 must be adhered to when utilizing current employees of other state agencies.

All state employees are covered by the maximum additional earnings provision of Section 16.417(2) Wisconsin Statutes noted above.

Furthermore, the Contractor will not engage the services of any person or persons now employed by the state, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the agency/employer of such person or persons and of the agency head.

9. UNSATISFACTORY PERFORMANCE AND ‘CURE’ NOTICE

The WisDOT contract administrator and/or the Purchasing Agent will warn the contractor verbally and/or in writing of unsatisfactory performance at any time during the contract period. Contractor will be given a period of time to ‘cure’ the performance. If performance does not improve to WisDOT’s satisfaction, the Purchasing Agent will consider termination of the contract following the process specified in the section titled TERMINATION OF CONTRACT.

10. TERMINATION OF CONTRACT

The agency may terminate the contract at any time at its sole discretion by delivering 30 days written notice to the contractor. Upon termination, the agency's liability will be limited to the pro rata cost of the services performed as of the date of termination plus expenses incurred with the prior written approval of the agency. In the event that the contractor terminates the contract, for any reason whatsoever, it will refund to the agency within 30 days of said termination, all payments made hereunder by the agency to the contractor for work not completed or not accepted by the agency.

Such termination will require written notice to that effect to be delivered by the contractor to the agency not less than 60 days prior to said termination.

11. CERTIFICATION OF SALES AND USE TAX

The State of Wisconsin shall not enter into a contract with a vendor, and reserves the right to cancel any existing contract, if the vendor or contractor has not met or complied with the requirements of s.77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

12. PRIME AND SUBCONTRACTORS

The prime Contractor is responsible for performance of, payments to, and liability of their subcontractors. Subcontractors must abide by all terms and conditions of the contract. If subcontractors will be used, the prime Contractor must clearly explain their participation to WisDOT.

13. SMOKE-FREE ENVIRONMENT

All buildings where this work is to be performed are smoke-free buildings. No smoking shall be permitted.

14. SEPARABILITY

If any provision of this contract shall be, or shall be adjudged to be, unlawful or contrary to public policy, then that provision shall be deemed to be null and separable from the remaining provisions, and shall in no way affect the validity of this contract.

15. DISABLED VETERAN BUSINESSES & SUBCONTRACTORS

Wisconsin statutes support purchasing goods/service from state certified Disabled Veteran-owned

Businesses (DVBs) located in Wisconsin. Wisconsin is committed to the promotion of state certified minority and disabled veteran-owned businesses in the State’s purchasing program.

A DVB means a business is certified by the Wisconsin Department of Administration (DOA), Wisconsin Supplier Diversity Program under Statute 16.283 (3). “Disabled veteran” means a person who is verified by the Department of Veterans Affairs as being all of the following at the time the person applies for certification:

1. A veteran as defined in s. 45.01(12),

2. A resident of this state, and

3. A person who is in receipt of an award from the U.S. Department of Veterans Affairs of a service

– connected disability rating under 38 USC 1114 or 1134 of at least 30%.

Your company or subcontractor(s) must be currently “Certified” and registered in the Supplier

Diversity Program in the State of Wisconsin to qualify as a DVB. Certification is required prior to the execution of the contract with Wisconsin and must be kept up to date throughout the life of the contract. Certified State of Wisconsin Diversity Program Suppliers can be searched on the Wisconsin Supplier Diversity website: https://wisdp.wi.gov/Search.aspx.

https://wisdp.wi.gov/Search.aspx

APPLICABLE FEDERAL RULES

COMPLIANCE WITH LAWS

Projects which include federal funding must be carried out in accordance with Federal laws and regulations. The awarded vendor shall warrant and certify that in the performance of the resultant contract it has complied with or will comply with all applicable statutes, rules, regulations and orders of the United States, and any state or political subdivision thereof, including laws and regulations pertaining to labor, wages, hours and other conditions of employment. All materials, equipment, and supplies provided must comply fully with all safety requirements, rules of the Industrial Commission on Safety, and all applicable OSHA Standards.

DRUG-FREE WORKPLACE

In accordance with the Drug-Free Workplace Act of 1988 and Code of Federal Regulations 29.6 Subpart F Contractor shall certify that they will not engage in the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance in conducting any activity with the contract.

REPORTING AND RECORDKEEPING

WisDOT and any federal agencies shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor related to this contract. The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin and local ordinances. The contractor shall keep such records as necessary to document compliance with the EEO requirements. The Contractor shall retain all records pertaining to this procurement for three (3) years after the final payment and any other pending matters are closed. WisDOT may request reports about subcontractor activity relating to the contract resulting from this RFB. Reports will be in a format acceptable to WisDOT.

DEVELOPMENT OF DISADVANTAGED SUPPLIERS

Federally funded projects are subject to federal regulations related to disadvantaged business enterprises (DBE) as defined in 49 CFR Part 26. Disadvantaged Business Enterprises shall have equal opportunity to participate in the performance of work resulting from this solicitation. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph. WisDOT is committed to encouraging the development of minority, women-owned, and otherwise small and disadvantaged businesses http://www.dot.wisconsin.gov/business/engrserv/dbe-main.htm. Contractor shall make an effort to subcontract with minority, women-owned and otherwise small and disadvantaged businesses, as appropriate. Unified Certification Program Directory of certified DBE firms: http://app.mylcm.com/wisdot/Reports/WisDotUCPDirectory.aspx.

ANTI-KICKBACK (18 U.S.C. 874 AND 40 U.S. C. 276C)

All contracts and sub-grants in excess of $2,000 for construction or repair awarded by recipients and sub-recipients shall include a provision for compliance with the Copeland ‘‘Anti-Kickback’’ Act (18 U.S.C.

874), as supplemented by Department of Labor regulations (29 CFR part 3, ‘‘Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States’’). The Act provides that each contractor or sub-recipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency. By signing this bid document you certify that your organization and its principals are not debarred.

http://app.mylcm.com/wisdot/Reports/WisDotUCPDirectory.aspx

GOVERNMENT-WIDE DEBARMENT AND SUSPENSION

CFR part 180

CFR part 1200

CFR § 200.213

CFR part 200 Appendix II (I) Executive Order 12549 Executive Order 12689

Debarment, Suspension, Ineligibility and Voluntary Exclusion The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180.

These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

A. Debarred from participation in any federally assisted Award;

B. Suspended from participation in any federally assisted Award;

C. Proposed for debarment from participation in any federally assisted Award;

D. Declared ineligible to participate in any federally assisted Award;

E. Voluntarily excluded from participation in any federally assisted Award; or F. Disqualified from participation in ay federally assisted Award.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by the Recipient. If it is later determined by the Recipient that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the Recipient, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Signature:

Date:

January 21, 2026

BUY AMERICA ATTESTATION

Attestation with compliance to “Buy America Requirements” as follows:

a. (Contractor) has reviewed WisDOT’s Buy America Provision in CMM 228.5 (https://wisconsindot.gov/rdwy/cmm/cm-02-28.pdf)

b. for all WisDOT purchase orders, Contractor agrees to provide documentation consistent with the documentation/certification requirements indicated in CMM 228.5 to ensure compliance with Buy America requirements for steel products, manufactured products, and construction materials.

c. Contractor agrees to assume all costs associated with removal and return of Contractor-supplied products and materials determined by WisDOT that do not comply with Buy America requirements, including but not limited to manufacturer’s own production costs as well as costs for shipping, storage, and/or disposal of noncompliant products and materials.

d. Contractor has reviewed and attests their company will be compliant with the amended provisions applied to 23 CFR 635.410, on or before, October 1, 2025, including meeting the definition of “Produced in the United States” for manufactured products, meaning the final manufacturing process that produces a manufactured product is completed in the United States, for the remaining length left of the contract and optional renewal periods. In the event of an inconsistency or conflict between 23 CFR 635.410 and CMM 228.5, the inconsistency or conflict shall be resolved by giving precedence to 23 CFR 635.410. https://www.ecfr.gov/current/title-23/chapter- I/subchapter-G/part-635/subpart-D/section-635.410

e. Contractor intends to be compliant with additional requirements for manufactured products on or before, October 1, 2026, including meeting the definition of “Produced in the United States” for manufactured products, meaning the final manufacturing process that produces a manufactured product is completed in the United States and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product (as determined in accordance with 23 CFR 635.410(c)(3)), for the remaining length left of the contract and optional renewal periods. In the event of an inconsistency or conflict between 23 CFR 635.410 and CMM 228.5, the inconsistency or conflict shall be resolved by giving precedence to 23 CFR 635.410.

https://www.ecfr.gov/current/title-23/chapter-I/subchapter-G/part-635/subpart-D/section-635.410

Reference BABA product compliance form for product provided by IRDC, included as an Appendix to the Contract below.

If it is acceptable, please sign below, to confirm understanding that the contract will be extended with the terms and conditions remaining the same, with the exception of any agreed upon additions or modifications, as included in this amendment. Award of this contract was based on competitive pricing.

Yes, our Company is in agreement and can comply with all provisions as listed in this Contract or amendment.

No, our Company cannot comply to all of the provisions listed and understand that non-compliance may terminate this Notice of Award or future contracts.

Authorized Signature Date

Printed Name & Title Telephone Number

Scott Sherwood - International Road Dynamics

January 21, 2026

X

Operations Manager January 21, 2026 https://wisconsindot.gov/rdwy/cmm/cm-02-28.pdf https://www.ecfr.gov/current/title-23/chapter-I/subchapter-G/part-635/subpart-D/section-635.410

STANDARD TERMS & CONDITIONS, DOA-3054 (R03/2019)

1.0 SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency.

The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal.

2.0 DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable.

3.0 QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin.

4.0 QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs.

5.0 DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified.

6.0 PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts.

6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration.

6.2 Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award.

Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industrywide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements.

6.3 In determination of award, discounts for early payment will only be considered when all other con-ditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

7.0 UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act.

8.0 ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin.

Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified.

10.0 ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized.

11.0 PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified.

Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

A good faith dispute creates an exception to prompt payment.

12.0 TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below.

The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

13.0 GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs.

14.0 ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority.

15.0 APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

16.0 ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract.

17.0 ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin.

18.0 WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals.

19.0 NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis.

Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

19.1 Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

19.2 The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

19.3 Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

19.4 Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

19.5 Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

20.0 PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.

21.0 SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

22.0 WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor.

23.0 INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall:

23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work.

23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage.

Reference Section 7. above regarding additional requirements and coverage minimums.

23.3 The state reserves the right to require higher or lower limits where warranted.

24.0 CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to nonappropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract.

25.0 VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin.

26.0 PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract. Pursuant to §19.36 (3), Wis.

Stats., all records of the contractor that are produced or collected under this contract are subject to disclosure pursuant to a public records request. Upon receipt of notice from the State of Wisconsin of a public records request for records produced or collected under this contract, the contractor shall provide the requested records to the contracting agency. The contractor, following final payment, shall retain all records produced or collected under this contract for six (6) years.

27.0 PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation.

27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, docu-mentation, and innovations become the property of the State of Wisconsin.

27.2 Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information, and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027).

Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

28.0 DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s.

19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications.

30.0 MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s).

31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency.

32.0 HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement.

33.0 FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority.

Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846;

telephone (608) 261-7577.

34.0 WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses.

35.0 FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Bid Price sheet as submitted with RFB 510626:

MANDATORY CONTRACT REQUIREMENTS – as submitted by IRDC

BABA COMPLIANCE RESPONSE – PER PRODUCT