WSU RFP 2023-Y22679.pdf

RFP# 2023-Y22679

Washington State University Request for Pricing # 2023-Y22679

Converting Cold Storage to Controlled Atmosphere Room at Wenatchee Tree

Fruit Research Center

Due by: March 29, 2024, 5PM Local Pullman, WA Time

RFP Coordinator: Randy Poesy

Phone: (509) 335-1249

Email: rcpoesy@wsu.edu rcpoesy Highlight rcpoesy Highlight rcpoesy Highlight

Converting a cold storage room to a controlled atmosphere room WSU Tree Fruit and extension center in Wenatchee is seeking bids to convert a cold storage room into a controlled atmosphere room.

All communication regarding this RFP must be done in writing with the RFP Coordinator.

This does not include site visit scheduling. See instructions page 3.

Randy Poesy RFP Coordinator WSU Purchasing Services Email: rcpoesy@wsu.edu

Scope of Work A. The project will require sealing the door on an existing cold storage room to be airtight and withstand pressure to allow for controlled atmosphere in the room

1. Fabrication of new door or sealing of existing door to make it airtight

2. Sealing all penetration points to make them airtight

3. Sealing the floor to make it airtight.

4. Job Timeline: Completion of project by May 31, 2024

5. Provide all labor, must be prevailing wage, materials, equipment, and supervision for the sealing of the room and checking for airtighness.

i. Labor portion of this job is subject to Prevailing Wage requirements for Chelan County. Intent to pay prevailing wage must be file prior to start of work. Affidavit must be filed prior to final invoice. See RCW 39.12 and URL:

https://secure.lni.wa.gov/wagelookup/ Printed copies of wage rates are available upon request.

6. The bid should include all costs to complete the project including plans, permits, and intent and affidavit filing fees.

RFP# 2023-Y22679

mailto:rholden@wsu.edu rcpoesy Highlight

7. Estimated Schedule of Procurement Activities

a. Mandatory Site Visit by appointment only to be arranged with Project Manager (below) within the following dates: March 20th through March 22nd.

b. Any questions due: March 27th, 2023. by 5:00pm (local Pullman, WA time) Followed by final Q&A Addendum:

c. Proposals Due No Later Than: March 29th, 2023, by 5:00pm (local Pullman, WA time)

d. All site visits must be scheduled with the Project Manager, Carolina Torres at ctorres@wsu.edu

Washington State University reserves the right to revise the above schedule.

RFP# 2023-Y22679

8. Submission of Proposals A. Proposals must show all costs associated with the completion of this project.

B. Proposals must have completed and signed Certifications and Assurances form

(attached Exhibit C) C. Proposals must be submitted via email to the RFP coordinator (Randy Poesy). The

RFP reference number must be in the subject line.

9. Attachments or Included reference documents A. Washington State University General Terms and Conditions (Exhibit A) B. Washington State University On-Site Terms and Conditions (Exhibit B) C. Certifications and Assurances Form (Exhibit C) https://secure.lni.wa.gov/wagelookup/ mailto:rholden@wsu.edu

WASHINGTON STATE UNIVERSITY

General Terms and Conditions

DEFINITIONS

As used throughout this Contract, including these General Terms and Conditions, the following terms shall have the meaning set forth below:

“Contract” means purchase order and/or the entire written agreement between WSU and the Contractor, including any Exhibits, documents, and materials incorporated by reference.

"The Contractor" means that firm, provider, organization, individual or other entity providing goods and/or performing service(s) under this Contract, and shall include all employees, assigns, successors in interest and authorized agents of the Contractor.

“Debarment” means an action taken by a Federal official to exclude a person or business entity from participating in transaction involving certain federal funds.

“Improper influence” means any influence that induces or tends to induce a WSU employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

“Materials” means all information in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, software, digital file, computer programs, films, tapes, and sound reproductions.

“Ownership” includes the right to copyright, patent, and register, and the ability to transfer, these rights.

“Party” or “Parties” Party, when capitalized, shall mean an individual generic reference to the Contractor or WSU. Parties, when capitalized, shall mean both the Contractor and WSU.

“Personal Information” means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.

“RCW” means the Revised Code of Washington. All reference in this Contract to RCW chapters or sections shall include any successor, or replacement statute.

“”Law” means any federal, state, local or WSU regulation, law, rule, or ordinance.

“Special Terms and Conditions” means terms and conditions other than these General Terms and Conditions.

“Subcontract” means any separate agreement or contract between the Contractor and an individual or entity (“Subcontractor”) to perform all or portion of the duties and obligations that the Contractor is obligated to perform pursuant to this Contract.

"Subcontractor" means one not in the employment of the Contractor, who is performing all or part of those services under this Contract under a separate contract with the Contractor. The terms "Subcontractor" and "Subcontractors" means Subcontractor(s) in any tier.

"WSU" means WASHINGTON STATE UNIVERSITY, any division, section, office, unit, campus or other entity of WASHINGTON STATE UNIVERSITY, or any of the officers or other officials lawfully representing WASHINGTON STATE UNIVERSITY.

1. ADVANCE PAYMENTS PROHIBITED – No payments in advance of or in anticipation of goods or services to be provided under this Contract shall be made by WSU, except as authorized by law.

2. AMENDMENTS – This Contract may only be amended by the mutual written agreement of the Parties. No material alterations in any of the terms, conditions, delivery, price, quality, quantity, or specifications shall be effective unless the alteration is expressly acknowledged and accepted in writing by an authorized person at WSU.

3. ANTITRUST ASSIGNMENTS – The Contractor hereby assigns to WSU any and all claims for price fixing or overcharges relating to goods, products, services and/or materials purchased under this Contract, except as to overcharges that result from antitrust violations commencing after the price is established under this Contract and that are not passed on to WSU under an escalation clause.

4. ASSIGNMENT – The work to be provided under this Contract, and any claim arising there under, is not assignable or delegable by the Contractor without prior written consent by WSU. Provision of monies due under this Contract shall only be assignable with prior written permission of WSU.

5. ATTORNEYS’ FEES – In the event of litigation or other action brought to enforce the Contract terms; each party shall bear its own attorneys’ fees and costs.

6. BREACH, DEFAULT, TERMINATION

A. Breach: A breach of a term or condition of this Contract shall mean any one or more of the following events:

(1) The Contractor fails to perform the services by the date required or by a later date as may be agreed to in a written amendment to this Contract signed by WSU;

(2) The Contractor breaches any warranty or fails to perform or comply with any term or provision in this Contract;

(3) The Contractor makes any general assignment for the benefit of creditors;

(4) In WSU’s sole opinion, the Contractor becomes insolvent or in an unsound financial condition so as to endanger performance hereunder;

(5) The Contractor becomes the subject of any proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or debtors;

(6) Any receiver, trustee, or similar official is appointed for the Contractor or any of the Contractor’s property;

(7) The Contractor is determined to be in violation of any rules or Laws and that such determination, in WSU’s sole opinion, renders the Contractor unable to perform any aspect of this Contract.

B. Default: The Contractor may be declared in default for a material breach of any term or condition.

C. Termination for Convenience: WSU may terminate this Contract, in whole or in part, at any time and for any reason by giving thirty

(30) calendar days written termination notice to the Contractor.

Termination charges shall not apply unless they are subsequently agreed upon by both Parties. Where termination charges are applicable, both Parties agree to negotiate in good faith and to limit the extent of negotiations to valid documented expenses incurred by the Contractor prior to date of termination. Should the Parties not agree to a satisfactory settlement, the matter may be subjected to mediation and/or legal proceedings.

Exhibit A

WASHINGTON STATE UNIVERSITY GENERAL TERMS AND CONDITIONS PAGE 2 OF 4 REV 5/6/2014 9:51 AM

D. Termination for Breach and/or Default: Except in the case of delay or failure to perform resulting from circumstances beyond the control and without the fault or negligence of the Contractor or of the Contractor’s suppliers or subcontractors, WSU shall be entitled, by written or oral notice, to cancel and/or terminate this Contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all other rights against the Contractor by reason of the Contractor’s breach as provided by Law.

E. Funding Contingency: In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion, WSU may terminate this Agreement under the “Termination for Convenience” clause without advance notice, subject to renegotiation under those new funding limitations and conditions.

F. Termination by Mutual Agreement: WSU or the Contractor may terminate this Contract in whole or in part, at any time, by mutual written agreement signed by authorized persons.

7. COMPLIANCE WITH APPLICABLE LAW – At all times during the term of this Contract, the Contractor shall comply with all Laws, including but not limited to, nondiscrimination laws, anti-kickback laws, fraudulent claims law and export controls.

8. CONFIDENTIALITY – The Contractor may use Personal Information and any other information gained by reason of this Contract only for the purpose of this Contract. The Contractor shall not disclose, transfer, or sell any such information to any third party, except as provided by law or, in the case of Personal Information, without the prior written consent of the person to whom the Personal Information pertains. The Contractor shall maintain the confidentiality of all confidential information gained by reason of this Contract, and shall return or certify the destruction of such information if requested in writing by WSU.

9. CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics Board or other tribunal, WSU may, in its sole discretion, by written notice to the Contractor, terminate this Contract if it is found after due notice and examination by WSU that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any similar statute involving the Contractor in the procurement of this Contract, or the provision of goods or services under this Contract.

If this Contract is terminated as provided above, WSU shall be entitled to pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Contract by the Contractor. The rights and remedies of WSU provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law.

10. COPYRIGHT AND INTELLECTUAL PROPERTY PROVISIONS –

Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by WSU. WSU shall be considered the author of such Materials. If the Materials are not considered “works for hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to WSU effective from the moment of creation of such Materials.

For Materials that are delivered under this Contract, but that incorporate pre-existing materials not produced under this Contract, the Contractor grants to WSU a nonexclusive, royalty-free, irrevocable license (with rights to sublicense others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the Contractor has all rights and permissions, including intellectual property rights, moral rights, and rights of publicity, necessary to grant such a license to WSU.

WSU shall receive prompt written notice of each notice or claim of copyright infringement received by the Contractor with respect to any Materials delivered under this Contract. WSU shall have the right to modify or remove any restrictive markings placed upon the Materials by the Contractor.

11. COVENANT AGAINST CONTINGENT FEES – The Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established agents, as defined in the FAR Subpart 3.4, maintained by the Contractor for the purpose of securing business. WSU shall have the right, in the event of breach of this clause by the Contractor, to annul this Contract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage, or contingent fee.

12. DEBARMENT CERTIFICATION – The Contractor, by accepting the terms of this Contract, certifies that the Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from participating in transactions. The Contractor shall include the above mentioned requirement in any and all subcontracts into which it enters.

In the event that the Contractor becomes debarred, suspended or ineligible from participating in transactions, the Contractor shall notify WSU in writing within three working days of such an event.

13. DELIVERY AND ACCEPTANCE – Delivery shall be accomplished by the date and time in the order, and noncompliance may be construed as grounds for termination for cause for failure to deliver on time.

Partial delivery will not be construed as acceptance of goods, including failure to deliver related software, materials or documentation. Unless otherwise provided in writing, WSU shall have ninety (90) days after delivery to accept software and equipment.

14. DELIVERY RESTRICTIONS – Parking on campus sidewalks, grounds, or roadways is strictly prohibited.

15. FORCE MAJEURE – Neither the Contractor nor WSU shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either the Contractor or WSU. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental body other than WSU acting in either its sovereign or contractual capacity, war, acts of terrorism, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather or other force majeure; but in every case the delays must be beyond the reasonable control and without fault or negligence of the Contractor, WSU, or their respective Subcontractors.

16. GOVERNING LAW – This Contract shall be interpreted in accordance with the laws of the State of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Whitman County.

17. INDEMNIFICATION – The Contractor shall indemnify, defend, and hold WSU, the Board of Regents of WASHINGTON STATE UNIVERSITY, and their officers, employees, students and agents, harmless from and against all claims for damages, costs (including attorney’s fees), or liability, relating to the death or injury to any persons or the damage of any property resulting from or arising out of the acts or omissions of the Contractor or its employees, agents, or subcontractors in connection with this Contract. The Contractor expressly agrees to indemnify, defend, and hold harmless WSU for any claim arising out of or incident to the Contractor’s or any subcontractor’s performance or failure to perform this Contract. The Contractor shall be required to indemnify, defend and hold harmless WSU only to the extent claim is caused in whole or in part by negligent acts or omissions of the Contractor.

WASHINGTON STATE UNIVERSITY GENERAL TERMS AND CONDITIONS PAGE 3 OF 4 REV 5/6/2014 9:51 AM

The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify WSU, the Board of Regents of WASHINGTON STATE UNIVERSITY, and their officers, employees, students and agents as provided herein.

18. INDEPENDENT CONTRACTOR – The Parties intend that an independent contractor relationship is created by this Contract. The Contractor and his or her employees or agents performing under this Contract are not employees or agents of WSU. The Contractor, his or her employees, or agents performing under this Contract will not hold himself/herself out as, nor claim to be, an officer or employee of WSU or of the State of Washington during the term of this Contract, or act as attorney in fact, nor will the Contractor make any claim of right, privilege or benefit that would accrue to such employee. Conduct and control of the work will be solely with the Contractor.

19. INFRINGEMENTS – The Contractor agrees to defend, indemnify and hold harmless WSU against all claims for patent, copyright, or franchising infringements arising from the purchase, installation, or use of software, documentation, material or product ordered on this Contract, and to assume all expense and damage arising from such claims.

20. INSPECTION – In addition to any rights of access or inspection that may be included in any Special Terms and Conditions, the Contractor shall provide reasonable access to the Contractor’s place of business, the Contractor records, and client records, to WSU and to any authorized agent of the state of Washington or the federal government in order to monitor, audit, and evaluate the Contractor’s performance and compliance with applicable Laws, and these Contract terms during the term of this Contract and for one (1) year following termination or expiration of this Contract, six (6) years in relation to all records maintained per Records Maintenance clause of this Contract.

21. LIENS, CLAIMS AND ENCUMBRANCES – The Contractor warrants and represents that all software, documentation, materials, equipment or services delivered under this Contract are free and clear of all liens, claims, or encumbrances of any kind.

22. LIMITATION OF LIABILITY – WSU shall not be liable to the Contractor or to any Subcontractor, regardless of the form of action, for any consequential, incidental, indirect, special or punitive damages, or for any claim or demand based on a Date Compliance issue, release of information, or patent, copyright, or other intellectual property right infringement. This section does not modify any specific agreement regarding liquidated damages or any other conditions as are elsewhere expressly agreed to between the Parties.

23. NO DISCRIMINATION - There will be no discrimination in the performance of this Contract on the basis of race, religion, creed, color, national origin, sex, marital status, sexual orientation (including gender identity), age, genetic history, honorably discharged veteran or military status, the presence of any sensory, mental, or physical disability, the use of a trained dog guide or service animal by a person with a disability, or any other protected status, in compliance with applicable state and federal law.

24. ORDER IDENTIFICATION – All invoices, packing lists, packages, shipping notices, and other written documentation affecting any goods delivered under this Contract shall contain the applicable order number.

Packing lists shall be enclosed in each and every box or package shipped pursuant to this Contract indicating the contents therein.

Invoices will not be processed for payment until all items invoiced are received. Shipments received without order numbers may be refused, at the Contractor’s expense.

25. ORDER OF PRECEDENCE – In the event of any inconsistencies or conflicting terms and conditions in this Contract, such inconsistency or conflict shall be resolved by giving precedence in the following order:

federal, state, or local laws or Laws, WSU Special Terms and

Conditions, WSU General Terms and Conditions; the Contractor’s terms proposed are rejected, unless otherwise provided in writing by WSU’s Purchasing Department.

26. PACKING – No charges will be allowed for special handling, packing, wrapping, bags, containers, reels, etc. unless otherwise provided herein.

27. PAYMENT, CASH DISCOUNT – WSU shall not process invoices for payment, and the period of computation for cash discount will not commence, until WSU receives a properly completed invoice or receives and accepts invoiced items, whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on the date final approval for payment is authorized. If WSU fails to make a timely payment, vendor may invoice for a minimum of $1 or maximum of 1% per month on the amount overdue (RCW 39.76.011). Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or, if no terms are specified, within 30 days from date of receipt of a properly completed invoice or goods, whichever is later. WSU shall not honor drafts nor accept goods on a sight draft basis.

28. PROPRIETARY INFORMATION – Supplier should clearly identify any material such as, but not restricted to, valuable formulae, design, drawing, and research data claimed to be exempt from public records request, as allowable by law (RCW 42.56.270), along with a statement of the basis for such claim of exemption. Pricing and entire bid packages are not considered proprietary and are subject to public record. WSU will give notice to the supplier of any request for disclosure of such information. Failure to so label such materials or to timely respond after notice of request for public disclosure has been given shall be deemed a waiver by the submitting supplier of any claim that such materials are, in fact, exempt.

29. PUBLICITY – The Contractor agrees to submit to WSU for prior approval, all advertising and publicity matters relating to this Contract wherein WSU’S name is mentioned or language used from which the connection of WSU’S name may, in the WSU’S judgment, be inferred or implied. The Contractor agrees not to publish or use such advertising and publicity matters without the prior written consent of

WSU.

30. RECORD MAINTENANCE – The Contractor shall maintain, at no additional cost, all records and other materials relevant to this Contract for a period of six (6) years following the date of termination or expiration of this Contract. At no additional cost, these records shall be subject at all reasonable times to inspection, review or audit by WSU, personnel duly authorized by WSU, the Office of the State Auditor, and any federal and state officials so authorized by Law or this Contract. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

31. REJECTION – All goods or materials purchased under this Contract are subject to approval by WSU. Any rejection of goods or material resulting from nonconformity to the terms, conditions, or specifications of this Contract, whether held by WSU or returned, will be at the Contractor’s risk and expense.

32. RIGHTS AND REMEDIES – Failure of WSU to insist upon the strict performance of any term or condition of this Contract or to exercise or delay the exercise of any right or remedy provided in this Contract or by law, or the acceptance of (or payment for) materials, equipment or services, 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 WSU to insist upon the strict performance of this Contract.

WASHINGTON STATE UNIVERSITY GENERAL TERMS AND CONDITIONS PAGE 4 OF 4 REV 5/6/2014 9:51 AM

33. SEVERABILITY – If any term or condition of this Contract is held invalid by any court, such invalidity shall not affect the validity of the other terms or conditions of this Contract.

34. SHIPPING INSTRUCTIONS – Unless otherwise instructed, all goods procured under this contract are to be shipped prepaid, FOB Destination, as defined in RCW Title 62A. Where specific authorization is granted to ship goods FOB Shipping Point, the Contractor agrees to prepay all shipping charges, to route via the cheapest common carrier, and to bill WSU as a separate item on the invoice for the charges. WSU reserves the right to refuse COD shipments. Regardless of FOB point, the Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered pursuant to this Contract that occurs prior to delivery to WSU, and such loss, injury, or destruction shall not release the Contractor from any obligation hereunder.

35. SUBCONTRACTING – Neither the Contractor nor any Subcontractor shall enter into subcontracts for any of the work contemplated under this Contract without obtaining the prior written approval of WSU.

36. TAXES – All payments accrued on account of property taxes, payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Contractor or its staff shall be the sole responsibility of the Contractor.

Where required by state statute or Law, the Contractor shall pay for and maintain in current status all taxes that are necessary for Contract performance. Unless otherwise indicated, WSU agrees to pay State of Washington sales or use taxes on all applicable consumer services and materials purchased. No charge by the Contractor shall be made for federal excise taxes and WSU agrees to furnish the Contractor with an exemption certificate where appropriate.

The Contractor shall calculate and enter the appropriate Washington State and local sales tax on the invoice. Tax is to be computed on new items after deduction of any trade-in in accordance with WAC 458-20-247.

37. TERMINATION PROCEDURES – After receipt of a notice of termination, and except as otherwise directed by WSU, the Contractor shall:

A. Stop work under this Contract on the date, and to the extent specified, in the notice;

B. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated;

C. Assign to WSU, in the manner, at the times, and to the extent directed by WSU, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case WSU has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of WSU to the extent WSU may require, which approval or ratification shall be final for all the purposes of this clause;

E. Transfer title to WSU and deliver in the manner, at the times, and to the extent directed by WSU any property which, if this Contract had been completed, would have been required to be furnished to

WSU;

F. Complete performance of such part of the work as shall not have been terminated by WSU; and

G. Take such action as may be necessary, or as WSU may direct, for the protection and preservation of the property related to this Contract which is in the possession of the Contractor and in which WSU has or may acquire an interest.

WSU shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services or goods accepted by WSU.

WSU may withhold from any amounts due the Contractor a sum that WSU determines to be necessary to protect WSU against potential loss or liability.

The rights and remedies of WSU provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

38. TREATMENT OF ASSETS

A. Title to all property furnished by WSU shall remain in WSU. Title to all property furnished by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in WSU upon delivery of such property by the Contractor. Title to other property, the cost of which is reimbursable to the Contractor under this Contract, shall pass to and vest in WSU upon (1) issuance for use of such property in the performance of this Contract, or (2) commencement of use of such property in the performance of this Contract, or (3) reimbursement of the cost thereof by WSU in whole or in part, whichever first occurs.

B. Any property of WSU furnished to the Contractor shall, unless otherwise provided herein or approved by WSU, be used only for the performance of this Contract.

C. The Contractor shall be responsible for any loss or damage to property of WSU that result from the negligence or misconduct of the Contractor or from the failure on the part of the Contractor to maintain and administer that property in accordance with sound management practices.

D. If any WSU property is lost, destroyed or damaged, the Contractor shall immediately notify WSU and shall take all reasonable steps to protect the property from further damage.

E. The Contractor shall surrender to WSU all property of WSU before settlement upon completion, termination or cancellation of this Contract.

39. WARRANTY

A. Product: The Contractor warrants all goods, products and services delivered under this order conform to specifications set forth in this Contract and any request for proposal upon which this Contract is based, shall be free from defects in material and workmanship, and shall be fit for the intended purpose. All goods, software, documentation, materials, products and services found defective shall be replaced upon notification by WSU. All costs of replacement, including shipping charges, shall be borne by the Contractor.

B. Price: The Contractor warrants that prices of software, documentation, materials, equipment, and services set forth herein do not exceed those charged by the Contractor to any other customer purchasing the same goods or services under similar conditions and in like or similar quantities.

C. Financial Status: The Contractor warrants that at the time of the commencement of its performance under this Contract, it has not commenced bankruptcy proceedings and that there are no judgments, liens or encumbrances of any kind affecting title to any goods that are the subject of this Contract.

ON-SITE WORK TERMS & CONDITIONS

CONTRACTOR’S LIABILITY INSURANCE

Prior to commencement of the Work, Contractor shall obtain and provide evidence of comprehensive general liability and property damage insurance of not less than $1,000,000.00

PERMITS, FEES AND NOTICES

A. Unless otherwise provided in the Contract Documents, Contractor shall pay for and obtain all permits, licenses and inspections necessary for proper execution and completion of the Work. Prior to final acceptance, the approved, signed permits shall be delivered to the Owner.

B. Contractor shall comply with and give notices required by all Federal, State and local laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work.

C. State of Washington Prevailing Wage Requirements apply to the labor portion of this contract. Contact Washington Labor and Industries prevailing wage office at 360-902-5335 for additional information.

SAFETY PRECAUTIONS

Contractor shall be responsible for initiating, maintaining and supervising an effective safety program for their employees, which complies with all applicable Federal and State laws.

A. Contractor shall provide warning signs and barriers or other methods as may be required to protect the public or the Customer’s employees from injury or from entering the work area.

TOBACCO FREE

A. The University recognizes that tobacco use is a public health hazard and is dedicated to providing a healthy, comfortable and productive living, learning and working environment. Beginning Aug. 22, 2016, tobacco will be prohibited on university property, facilities, grounds, parking structures, university-owned vehicles and structures owned or leased by the university (WAC 504-38).

UNFORESEEN PHYSICAL CONDITIONS

B. If Contractor encounters conditions at the site which are subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents , or unknown physical conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in

Exhibit B the Contract Documents, then Contractor shall give immediate notice to the Owner promptly after the first observance of the conditions. Conditions shall not be disturbed prior to such notice.

C. If such conditions differ materially and cause a change in Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor may be entitled to an equitable adjustment in time or contract amount, provided requested as per this document.

PROTECTION OF EXISTING STRUCTURES, EQUIPMENT, VEGETATION, UTILITIES

AND IMPROVEMENTS

A. Contractor shall protect from damage all existing structures, equipment, improvements, utilities and vegetation at or near the Project site. Contractor shall repair any damage, including that to the property of a third party, resulting from failure to comply with the requirements of the Contract Documents or failure to exercise reasonable care in performing the Work. If Contractor fails or refuses to repair the damage promptly, Owner may have the necessary work performed and charge the cost to the Contractor.

B. Should any of the Work be found defective, or in any way not in accordance with the Contract Documents, this work, in whatever stage of completion, may be rejected by Owner.

CLEAN-UP

Contractor shall at all times keep the Project site, including hauling routes, infra-structures, utilities and storage areas free from accumulations of waste materials.

Before completing the Work, Contractor shall remove from the premises its rubbish, tools, scaffolding, equipment and materials. Upon completing the Work, Contractor shall leave the Project site in a clean, neat and orderly condition satisfactory to the Owner. If Contractor fails to clean up as provided herein, and after reasonable notice from Owner, Owner may do so and the cost thereof shall be charged to the Contractor.

WARRANTY OF CONSTRUCTION

A. In addition to any special warranties provided elsewhere in the Contract

Documents, Contractor warrants that all work/material provided conforms to the requirements of the Contract Documents and is free of any defect.

B. With respect to all warranties, express or implied, for work performed or materials furnished according to the Contract Documents, Contractor shall:

1. Require all warranties to be executed, in writing, for the benefit of Owner.

2. Enforce all warranties for the benefit of Owner, if directed by Owner;

and

3. Be responsible to enforce any subcontractor’s, manufacturers or supplier’s warranty, should they extend beyond the period specified in the Contract Documents.

C. The obligations under this section shall survive Final Acceptance.

INDEMNIFICATION

A. To the fullest extent permitted by law, the Customer shall indemnify and hold harmless the Contractor or its agents and employees from and against claims, damages, losses, fines, expenses and attorney fees arising out of negligent acts or omissions of the Customer, solely to the extent caused by the Customer.

B. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Customer or its agents or employees from and against claims, damages, losses, fines, expenses and attorney fees arising out of negligent acts or omissions of the Contractor, solely to the extent caused by the Contractor.

C. In claims against any person or entity indemnified under this paragraph by an employee of the Indemnitor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this paragraph shall not be a limitation on amount or type of damages, compensation or benefits payable by or for the Indemnitor under worker’s or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

PAYMENTS AND COMPLETION

Owner may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any payment to such extent as may be necessary to protect Owner from loss or damage for reasons including but not limited to

A. Work not in accordance with Contract Documents B. Work by Owner to correct defective work

CHANGES IN THE WORK

A. Owner may at any time and without notice to Contractor’s surety, order additions, deletions, revisions or other changes in the Work. These changes in the Work shall be incorporated into the Contract Documents through the execution of Change Orders. If any change in the Work ordered by the Owner causes increase in costs, a timely claim for equitable adjustment should be made to the WSU Purchasing Office which, if approved, will be incorporated into a Change Order.

B. If Owner desires to order a change in the Work, it may request a written Change Order proposal from the Contractor. Such proposal, submitted by the Contractor, shall include all changes to contract terms and conditions, including price/ compensation affected by this proposed change.

CERTIFICATIONS AND ASSURANCES TO BE SUBMITTED WITH RESPONSE

I/we make the following certifications and assurances as a required element of the proposal to which it is attached, understanding that the truthfulness of the facts affirmed here and the continuing compliance with these requirements are conditions precedent to the award or continuation of the related contract:

1. I/we declare that all answers and statements made in the proposal are true and correct.

2. The prices and/or cost data have been determined independently, without consultation, communication, or agreement with others for the purpose of restricting competition. However, I/we may freely join with other persons or organizations for the purpose of presenting a single proposal.

3. The attached proposal is a firm offer and will remain valid for 180 days, and it may be accepted by the University without further negotiation (except where obviously required by lack of certainty in key terms) any time within 180 days of bid close.

4. In preparing this proposal, I/we have not been assisted by any current or former employee of the state of Washington whose duties relate (or did relate) to this proposal or prospective contract, and who was assisting in other than his or her official, public capacity.

If there are exceptions to these assurances, I/we have described them in full detail on a separate page attached to this document.

5. I/we understand that the University will not reimburse me/us for any costs incurred in the preparation of this proposal. All proposals become the property of the University, and I/we claim no proprietary right to the ideas, writings, items, or samples, unless so stated in this proposal.

6. Unless otherwise required by law, the prices and/or cost data which have been submitted have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by him/her prior to opening, directly or indirectly, to any other Proposer or to any competitor.

7. I/we agree that submission of the attached proposal constitutes acceptance of the solicitation contents and the attached sample contract and general terms and conditions. If there are any exceptions to these terms, I/we have described those exceptions in detail on a page attached to this document.

8. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

9. I/we grant the University the right to contact references and other, who may have pertinent information regarding the ability of the Respondent and the lead staff person to perform the services contemplated by this RFP.

10. If any staff member(s) who will perform work on this contract has retired from the State of Washington under the provisions of the 2008 Early Retirement Factors legislation, his/her name(s) is noted on a separately attached page.

11. Washington Wage Law Certification: Prior to awarding a contract, institutions of higher education in the state of Washington are required to determine that a bidder is a “responsible bidder.” See RCW 39.26.160(2) & (4). Pursuant to legislative enactment in 2017, the responsible bidder criteria include a contractor certification that the contractor has not willfully violated Washington’s wage laws. I/we hereby certify, under penalty of perjury under the laws of the State of Washington, that I/we are not currently debarred from doing business with the State of Washington. INITIAL ONE:

_______ NO WAGE VIOLATIONS. I/We have NOT been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082 any provision of RCW chapters 49.46, 48.48, or 49.52 within three (3) years prior to the date of signing this Certifications & Assurances form below.

OR

_______ VIOLATIONS OF WAGE LAWS. I/We have been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, a provision of RCW chapters 49.46, 49.48, or 49.52 within three (3) years prior to the date of the above-referenced procurement solicitation date.

12. Terms and conditions of Washington State University. INITIAL ONE:

______ NO EXCEPTIONS ARE TAKEN TO THE TERMS OF THE MODEL CONTRACT

______ EXCEPTIONS OUTLINED ON THE ATTACHED PAGE ARE TAKEN TO THE TERMS OF THE MODEL

CONTRACT.

ON BEHALF OF THE RESPONDENT SUBMITTING THIS PROPOSAL, MY NAME BELOW ATTESTS TO THE ACCURACY OF THE ABOVE

STATEMENTS.

SIGNATURE TITLE PRINT NAME

EMAIL ADDRESS TELEPHONE DATE

Exhibit C http://app.leg.wa.gov/RCW/default.aspx?cite=49.48.082 http://app.leg.wa.gov/RCW/default.aspx?cite=49.46 http://app.leg.wa.gov/RCW/default.aspx?cite=49.48 http://app.leg.wa.gov/RCW/default.aspx?cite=49.52