HomeMy WebLinkAboutCAG2024-137 - Original - LTI, Inc. - Bulk Road Salt Order - 03/18/2024 REQUEST FOR MAYOR'S SIGNATURE
0 T Print on Chen-V-Colot-ed Papel-
KENT
Rotating Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director
Ot-jq in ator:Vchele Whiu-nar,on behalf of Brent Collins Phone (Originator):253r-740-14E2
Date Sent:Gs,,l 3i,2,324 Date Required:ASAP
RetUrn Signed DOCUrnent to:Mi---he.e Whitman Contract Termination Date:
VENDOR NAME: Date Finance Notified:
(Only required on conti-acts
LTI Inc. 510,000 and over or on any Grant
DATE OF COUNCIL APPROVAL: Date Risk Manager Notified:
I (Required on Non-City standard Conti-acts/Agi,eernents)
Has this Document been Specifically Account Number: 11105530.631
Authorized in the Budget? 0 YES C) NO
Brief Explanation of Document:
Bulk road salt order which needs to deliver to KEHOG before April I as to not interfere with the new
construction.
All Contracts Must Be Routed Through The Law Department
(This area to be completed by the La,..,� Depaitrnent)
Received:
Approval of Law Dept,:
Law De it Comments:
Date Forwarded to Mayor: 3/13/24
Shaded Areas To Be Completed BV Administration Staff
R e ce i,;e,d: 3/18/24 - Received in the City Clerk's Office for processing
Recommendations and Comments:
Disposition:
Date Returned, 3/18/24
City of Kent Purchase Order Order# 179043 OP
KEN T Order number must appear on all invoices, packages, etc. Order Date: 2/29/2024
WA5HINGTON
This document is hereby deemed a valid purchase order and authorizes the procurement of Ordered by: Michele Whitman
the materials and/or services indicated. Please let us know immediately if you are unable to PW Eng-Accounting Services
ship the complete order. 253-856-5652
Ship to: City of Kent Bill to: City of Kent Vendor: 2144767
Public Works Operations Accounts Payable LTI, Inc
5821 South 240th Street 220 4t"Avenue South 8631 Depot Rd
Kent, WA 98032 Kent, WA 98032 Lynden, WA 98264
Phone: (253) 856-5230 Payment Terms:Net 30
Line Item# Description Quantity Unit Cost Ext.Cost Sales Tax Total Cost
2 Bulk Road Salt,260 ton I MCUA Member#LW13-227 260 155.56 40,445.60 4,085.01 44,530.61
Subtotal: 40,445.60
Approved by: Fealy, Angella Maren
Sales Tax: 4,085.01
Mayor's Signature: _y _ A�iredfolo�)t-r§7Nts
�$�6—,OW)---
( o Total: 44,530.61
M Dq3
PURCHASE ORDER - BULK ROAD SALT
SALT ORDERS: = LT/
saltorders@lynden.com -" INCw
MCUA Member Yes W1 No
MCUA Member # LW13-227
w
COMPANY/AGENCY ORDERING
City of Kent
Order Placed By:
Name: Brent Collins
Purchase Order #
Delivery Address:
12607 SE 248th St, Kent Wa. 98030
PO Date
Delivery Requirements
Delivery Contacts - Phone/Email:
Brent Collins
253-740-1452 3 Day 7 Day 30 Day❑✓
bcollins@kentwa.gov
# of Truckloads Ordered*
Delivery Hours/Days: (260 Tons) $ 1 q5 56
Monday through Thursday *Truckloads average approximately 32-35 tons
7:00 a.m. to 3:00 p.m.
Accounts Payable Remittance Email:
A?I vwo b o s 1&V-Vr wg 6V
Note:All invoices sent via email
Special Instructions:
Master Contract#K2141; Organization #21715; Organization Type CIT
2t M1 61
)Washington State Department of
Enterprise Services
MASTER CONTRACT
No. 11021
SNOW&ICE CONTROL PRODUCTS
[HIGHWAYS&ROADWAYS]
CATEGORIES/REGIONS:
CATEGORY 8A-R:STANDARD GRADATION, ROAD SALT-REGIONS 1,2,3,4,AND 5
CATEGORY 813:STANDARD GRADATION ROAD SALT,INSOLUBLE MATERIAL-REGIONS 1,4,AND 5
For Use by Eligible Purchasers
By and Between
STATE OF WASHINGTON
DEPARTMENT OF ENTERPRISE SERVICES
and
LTI,INC.
Dated August 1, 2022
MASTER CONTRACT
No. 11021
SNOW&ICE CONTROL PRODUCTS
[HIGHWAYS& ROADWAYS]
CATEGORIES/REGIONS:
CATEGORY 8A-R:STANDARD GRADATION, ROAD SALT-REGIONS 1,2,3,4,AND 5,
CATEGORY 813:STANDARD GRADATION ROAD SALT,INSOLUBLE MATERIAL—REGIONS 1,4,AND 5
This Master Contract ("Master Contract") is made and entered into by and between the State of
Washington acting by and through the Department of Enterprise Services, a Washington State
governmental agency ("Enterprise Services") and LTI, Inc., a Washington corporation ("Contractor") and
is dated and effective as of August 1, 2022.
RECITALS
A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of
Washington, is authorized to develop, solicit, and establish master contracts for goods
and/or services to support Washington state agencies. See RCW 39.26.050(1). The
Washington State Legislature also has authorized Enterprise Services to make these
master contracts available, pursuant to an agreement in which Enterprise Services
ensures full cost recovery, to other local or federal government agencies or entities,
public benefit nonprofit organizations, and any tribes located in the State of Washington.
See RCW 39.26.050(1) & (2).
B. The State of Washington has responsibility for snow and ice prevention and removal
pertaining to state highways and roadways. Accordingly, Washington state agencies
purchase snow and ice control products to perform their mission. This Master Contract
is designed to provide a competitively solicited and awarded procurement solution for
such agencies and other eligible purchasers, including, for example, political subdivisions
(e.g., counties, cities, towns), to efficiently and cost-effectively purchase snow and ice
control products.
C. On behalf of the State of Washington, Enterprise Services, as part of a competitive
governmental procurement, issued Competitive Solicitation No. 11021 dated May 19,
2022. The Competitive Solicitation was structured to meet purchaser needs and designed
to result in regional awards of Master Contracts, by geographic area and by competitively
solicited product categories, in which the State of Washington was divided into six
geographic regions. In addition, within each geographic region, Enterprise Services
structured the Competitive Solicitation to address state procurement priorities pertaining
to qualified Washington Small Businesses and Certified Veteran-Owned Businesses.
D. Enterprise Services evaluated all responses to the Competitive Solicitation and identified
Contractor as an apparent successful bidder for the following category and regions:
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 1
(Rev.2021-09-16)
Category 8A-R:Standard Gradation, Road Salt-Regions 1,2,3,4,and 5,and Category 813:
Standard Gradation Road Salt, Insoluble Material— Regions 1,4, and 5.
E. Enterprise Services has determined that entering into this Master Contract will meet the
identified needs and be in the best interest of the State of Washington.
F. The purpose of this Master Contract is to enable eligible purchasers to purchase the
Goods and/or Services as set forth herein.
AGREEMENT
Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein,the
parties hereto hereby agree as follows:
1. TERM. The term of this Master Contract is twenty-four(24) months, commencing August 1, 2022 and
ending August 1, 2024; Provided, however, that if Contractor is not in default and if, by January 31,
2024,in Enterprise Services' reasonable judgment,Contractor satisfactorily has met the performance-
based goals for contract extension, Enterprise Services shall extend the term of this Master Contract,
by written amendment,for up to forty-eight(48)additional months. Such extension amendment shall
be on the same terms and conditions as set forth in this Master Contract. To earn the performance-
based Master Contract term extension, Contractor must achieve the following performance-based
metrics:
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Provide to Purchasers, without exception, snow and ice control
Contractor's Snow& products that comply with the latest Clear Roads Qualified
Ice Control Products: Products List(QPL)with the exception that all liquid deicer shall
pass through a 20 MESH screen at zero (0) degrees Fahrenheit.
Timely provide to Enterprise Services at the designated address,
Insurance without exception, annual insurance endorsements for the
Endorsements: insurance coverages required by this Master Contract. See
Exhibit C—Insurance Requirements at §4.
Timely remit to Enterprise Service, with no less than a 75% on
time rate over the contract term, the applicable Vendor
Management Fee (VMF).
Vendor Management Note: Contractor must pay the VMF within thirty (30) calendar
Fee: days of invoice from Enterprise Services. If Contractor is
delinquent in timely paying the VMF for three (3) or more
quarters within the first nine (9) quarters of the Master
Contract term, Contractor will not be eligible for a
performance-based extension.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 2
(Rev.2021-09-16)
PERFORMANCE METRIC PERFORMANCE REQUIREMENT FOR CONTRACT EXTENSION
Timely provide to Enterprise Services, with no less than a 75%
on time rate over the contract term, the required Master
Contract quarterly sales reports.
Master Contract Note: Contractor must provide the quarterly sales reports to
Sales Reports: Enterprise Services within thirty (30) calendar days of the
quarter's end. If Contractor is delinquent in providing the
quarterly sales reports for three (3)or more quarters within the
first nine (9) quarters of the Master Contract term, Contractor
will not be eligible for a performance-based extension.
2. ELIGIBLE PURCHASERS. This Master Contract may be utilized by any of the following types of entities
(each an eligible "Purchaser"):
2.1. WASHINGTON STATE AGENCIES. All Washington state agencies, departments, offices, divisions,
boards, and commissions.
2.2. WASHINGTON STATE INSTITUTIONS OF HIGHER EDUCATION(COLLEGES). Any the following institutions
of higher education in Washington:
■ State universities— i.e., University of Washington &Washington State
University;
■ Regional universities — i.e., Central Washington University, Eastern
Washington University, &Western Washington University
■ Evergreen State College;
■ Community colleges; and
■ Technical colleges.
2.3. MCUA PARTIES. Any of the following types of entities that have executed a Master Contract
Usage Agreement with Enterprise Services:
■ Political subdivisions (e.g., counties, cities, school districts, public utility
districts) in the State of Washington;
■ Federal governmental agencies or entities;
■ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit
corporations that receive federal, state, or local funding); and
■ Federally-recognized Indian Tribes located in the State of Washington.
3. SCOPE—INCLUDEDGOODS/SERVICES AND PRICE.
3.1. CONTRACTSCOPE. Pursuant to this Master Contract,Contractor is authorized to sell and provide
only those categories of Snow and Ice Control Products set forth in ExhibitA—Included Goods
for the prices set forth in Exhibit 8—Prices; Provided, however, that Enterprise Services, by
mutual agreement and amendment to this Master Contract, may authorize Contractor to
substitute new, improved, or updated products listed on the Clear Roads Qualified Products
List QPL for a product currently listed in this Contract and within the above-referenced
categories. Substitutions (and substitution product pricing) shall be at the sole discretion of
Enterprise Services. Contractor shall not represent to any Purchaser under this Master
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 3
(Rev.2021-09-16)
Contract that Contractor has contractual authority to sell or provide any Goods beyond those
set forth in Exhibit A—Included Goods.
(a) Goods. For purposes of this Master Contract, "Goods" means all
equipment, materials, supplies, ancillary parts, accessories, components
and other items purchased by Purchaser pursuant to this Master Contract
and as identified in the Purchase Order.
(b) Specifications. Where applicable, specifications for Goods and/or Services
are detailed in this Master Contract and the Purchase Order. Unless
otherwise specified in the Purchase Order, all Goods and/or Services
provided shall be new and unused of the latest model or design.
3.2. STATERS ABILITY TO MODIFY SCOPE OF MASTER CONTRACT. Subject to mutual agreement between
the parties, Enterprise Services reserves the right to modify the Goods and/or Services
included in this Master Contract; Provided, however, that any such modification shall be
effective only upon thirty (30) calendar days advance written notice; and Provided further,
that any such modification must be within the scope of the Competitive Solicitation for this
Master Contract.
3.3. ECONOMIC ADJUSTMENT. Beginning twelve (12) months after the effective date of this Master
Contract and for every annual anniversary thereafter,the prices set forth in Exhibit B—Prices
shall be adjusted, based upon the percent changes(whether up or down) in the United States
Department of Labor, Bureau of Labor and Statistics (BLS) indices described below, for the
most recent year. Economic adjustment will lag one (1) calendar quarter past the Contract
commencement date to allow for publication of BLS data. All calculations for the index shall
be based upon the latest version of data published as of June 1 each year. Prices shall be
adjusted on July 1 of each year. If an index is recoded (i.e., the recoded index is a direct
substitute for the prior index according to the BLS),this Master Contract will use the recoded
index, as applicable. If an index becomes unavailable, Enterprise Services shall substitute a
proxy index. If there is not a direct substitute, the next higher aggregate index available will
be used. The economic adjustment shall be calculated as follows:
New Price = Old Price x [sum of all PPI values(Current Period Index/Base Period
Index*percentage)].
The "Current Period Index" is the average of the most recent twelve months of BLS Index
values, and the "Base Period Index" is the average of the twelve months of BLS Index values
prior to the Current Period Index.
PPI values, including those that are preliminary at the time of the request, will be utilized in
the analysis.
Category PPI Name PPI Code CATEGORY8A- CATEGORY
R:STANDARD HB:
GRADATION, STANDARD
ROAD SALT GRADATION
ROAD SALT,
INSOLUBLE
MATERIAL
Rock Salt PPI Commodity WPU06130271 17% 17%
data for
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 4
(Rev.2021-09-16)
Chemicals and
allied products-
Rock salt, not
seasonally
adjusted
Chemical PPI industry data PCU325180325180P
Manufacturing for Other basic
inorganic
chemical
manufacturing-
Primary
products, not
seasonally
adjusted
Rail PPI industry sub- PCU482---482---
Transportation sector data for
Rail
transportation,
not seasonally
adjusted
Truck PPI industry sub- PCU484---484--- 39% 39%
Transportation sector data for
Truck
transportation,
not seasonally
adjusted
Deep Sea PPI industry data PCU483111483111 44% 44%
Transportation for Deep sea
freight
transportation,
not seasonally
adjusted
Diesel Fuel Surcharge: Contractors may charge a Diesel Fuel Surcharge based on changes in
fuel cost from the baseline rate, which will be established on the effective date of the
award.The changes in the Diesel Fuel Surcharge are based on the price changes from Oil
Price Information Service (OPIS)for Spokane, Washington contract average rack price for
ultra-low#2 diesel (USLD#2 Clear)fuel using the report subscribed to and received by
Enterprise Services.
The Contract Administrator will verify OPIS pricing on the effective date of the contract (the
baseline rate) and the price on the 20t"of each month (or nearest business day) thereafter,
and adjust the Diesel Fuel Surcharge on the DES contract webpage if applicable to be
effective on the first day of the month.This adjustment will be considered an administrative
action, not requiring a contract amendment.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 5
(Rev.2021-09-16)
Should the price per gallon of diesel fuel change (whether an increase or a decrease) by
more than 5%from the baseline rate,this change would be reflected in the Diesel Fuel
Surcharge. If the change is less than 5%of the baseline there will not be a Diesel Fuel
Surcharge for that month.The fuel price adjustment will be$0.01 per mile for every$0.05
change in fuel price and be applied to the established miles between points in the Purchase
Order. Mileage will be disclosed on each invoice and may be verified by the Purchaser prior
to acceptance of the surcharge.
Example 1: Baseline price of fuel is$3.00/gallon. OPIS indicates a 5%increase of
$0.15/gallon.Vendor may charge $0.03/mile. Mileage is 100 miles round trip.
$0.15 gallon/$0.05 =$0.03 gallon x 100 miles=$3.
Contractor will invoice a separate line item indicating diesel fuel surcharge and mileage.
Example 2: Baseline price of fuel is$3.00/galloon. OPIS indicates a 10%decrease of
$0.30/gallon.Vendor must credit$0.06/mile. Mileage is 100 miles round trip.
$0.30 gallon/$0.05 =$0.06 x 100 miles=-$6.
Contractor will invoice a separate line item indicating diesel fuel credit and mileage. If the
fuel price returns to the baseline, surcharges may no longer be charged.
3.4. PRICE CEILING. Although Contractor may offer lower prices to Purchasers, during the term of
this Master Contract,Contractor guarantees to provide the Goods/Services at no greater than
the prices set forth in Exhibit e—Prices for Goods(subject to economic adjustment as set forth
herein).
3.5. MASTER CONTRACT INFORMATION. Enterprise Services shall maintain and provide to eligible
Purchasers information regarding this Master Contract, including scope, pricing, and lowest
responsive, responsible bidder designation. In addition, Enterprise Services identifies
awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned
Businesses, or that, pursuant to the Master Contract provide Goods/Services that meet
specified state procurement priorities as set forth in the Competitive Solicitation.
4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following
representations and warranties as of the effective date of this Master Contract and at the time any
order is placed pursuant to this Master Contract. If, at the time of any such order, Contractor cannot
make such representations and warranties, Contractor shall not process any orders and shall, within
three (3) business days notify Enterprise Services, in writing, of such breach.
4.1. QUALIFIED To DO BUSINESS. Contractor represents and warrants that Contractor is (a) in good
standing; (b) qualified to do business in the State of Washington; and (c) registered with the
Washington State Department of Revenue and the Washington Secretary of State.
4.2. TAXES. Contractor represents and warrants that Contractor is current, in full compliance, and
has paid all applicable taxes owed to the State of Washington.
4.3. LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS. Contractor represents and warrants
that Contractor possesses and shall keep current during the term of this Master Contract all
required licenses, certifications, permits, authorizations, and approvals necessary for
Contractor's proper performance of this Master Contract.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 6
(Rev.2021-09-16)
4.4. SUSPENSION & DEBARMENT. Contractor represents and warrants as previously certified in
Contractor's Bidder's Certification, that neither Contractor nor its principals or affiliates
presently are nor have ever been debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in any governmental contract by any
governmental department or agency within the United States.
4.5. WAGE VIOLATIONS. Contractor represents and warrants as previously certified in Contractor's
Bidder's Certification, that during the term of this Master Contract and the three (3) year
period immediately preceding the award of the Master Contract, Contractor has 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 be in willful violation of any provision of Washington
state wage laws set forth in RCW 49.46,49.48, or 49.52.
4.6. CIVIL RIGHTS. Contractor represents and warrants that Contractor complies with all applicable
requirements regarding civil rights. Such requirements prohibit discrimination against
individuals based on their status as protected veterans or individuals with disabilities, and
prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, or national origin.
4.7. EXECUTIVE ORDER 18-03—WORKERS' RIGHTS. Contractor represents and warrants, as previously
certified in Contractor's Bidder's Certification, that Contractor does NOT require its
employees, as a condition of employment,to sign or agree to mandatory individual arbitration
clauses or class or collective action waivers. Contractor further represents and warrants that,
during the term of this Contract, Contractor shall not, as a condition of employment, require
its employees to sign or agree to mandatory individual arbitration clauses or class or collective
action waivers.
4.8. PUBLIC CONTRACTS AND PROCUREMENT FRAUD. Contractor represents and warrants that, within
the three (3)year period prior to this Master Contract, neither Contractor nor its principals or
affiliates: (a) have been convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offence in connection with obtaining, attempting to obtain,
or performing a public (federal, state, local, or tribal) contract or purchase order under a
public contract; (b) have been in violation of federal or state antitrust statutes or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements or receiving stolen property; (c) have been indicted for or otherwise criminally or
civilly charged by a government entity (federal, state, local, or tribal)with commission of any
of the offense enumerated in subsection (b) of this provision; or (d) had one or more public
contracts (federal, state, local, or tribal)terminated for cause or default.
4.9. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that
Contractor complies fully with all applicable procurement ethics restrictions including, but not
limited to, restrictions against Contractor providing gifts or anything of economic value,
directly or indirectly,to Enterprise Services and Purchasers' employees.
4.10. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION(WEBS). Contractor represents and warrants that
Contractor is registered in Washington's Electronic Business Solution (WEBS), Washington's
contract registration system and that, all of Contractor's information therein is current and
accurate and that throughout the term of this Master Contract, Contractor shall maintain an
accurate profile in WEBS.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 7
(Rev.2021-09-16)
4.11. WASHINGTON'S STATEWIDE PAYEE DESK. Contractor represents and warrants that Contractor is
registered with Washington's Statewide Payee Desk, which registration is a condition to
payment.
4.12. MASTER CONTRACT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and
warrants that Contractor shall use commercially reasonable efforts both to promote and
market the use of this Master Contract with eligible Purchasers and to ensure that those
entities that utilize this Master Contract are eligible Purchasers. Contractor understands and
acknowledges that neither Enterprise Services nor Purchasers are endorsing Contractor's
Goods and/or Services or suggesting that such Goods and/or Services are the best or only
solution to their needs. Accordingly, Contractor further represents and warrants that
Contractor shall make no reference to Enterprise Services, any Purchaser, or the State of
Washington in any promotional material without the prior written consent of Enterprise
Services.
4.13. CONTINGENT FEES. Contractor represents and warrants that no person or selling agent has been
employed or retained to solicit or secure this Master 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 Federal Acquisition
Regulations.
4.14. FINANCIALLY SOLVENT. Contractor represents and warrants that Contractor has not commenced
bankruptcy proceedings and that there are no judgment, liens, or encumbrances of any kind
affecting title to any Goods or Services that are the subject of this Master Contract.
4.15. OPERATIONAL CAPABILITY. Contractor represents and warrants, as previously certified in
Contractor's Bidder's Certification, that Contractor has the operational and financial
capability to perform the Master Contract.
4.16. MASTER CONTRACT TRANSITION. Contractor represents and warrants that, in the event this
Master Contract or a similar contract, is transitioned to another contractor (e.g., Master
Contract expiration or termination), Contractor shall use commercially reasonable efforts to
assist Enterprise Services (including the Purchasers hereunder) for a period of sixty (60)
calendar days to effectuate a smooth transition to another contractor to minimize disruption
of service and/or costs to the State of Washington and such Purchasers; Provided, however,
that, if costs are incurred, Contractor shall be compensated for such costs consistent with the
terms and conditions pertaining to this Master Contract for the sixty (60) day period
immediately before such transition.
4.17. COVID-19 VACCINATION VERIFICATION. Contractor represents and warrants, as previously
certified in Contractor's Bidder's Certification, that, Contractor has a current COVID-19
Contractor Vaccination Verification Plan to ensure that Contractor's personnel (including
subcontractors) who perform this Master Contract on-site at Washington state agency
premises or at the premises of any Purchaser who so requests, unless properly excepted or
exempted by the Proclamation, are fully vaccinated for COVID-19 as set forth in the
Governor's Proclamation, Proclamation 21-14 — COVID-19 Vaccination Requirement (dated
August 9, 2021) as amended by Proclamation 21-14.1 — COVID-19 Vaccination Requirement
(dated August 20, 2021). Contractor further represents and warrants that Contractor:
(a) Has reviewed and understands Contractor's obligations as set forth in
Proclamation 21-14—COVID-19 Vaccination Requirement(dated August 9,
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 8
(Rev.2021-09-16)
2021), as amended by Proclamation 21-14.1 — COVID-19 Vaccination
Requirement(dated August 20, 2021),
(b) Has developed a COVID-19 Vaccination Verification Plan for Contractor's
personnel (including subcontractors) that complies with the above-
referenced Proclamation;
(c) Has obtained a copy or visually observed proof of full vaccination against
COVID-19 for Contractor personnel (including subcontractors) who are
subject to the vaccination requirement in the above-referenced
Proclamation;
(d) Complies with the requirements for granting disability and religious
accommodations for Contractor personnel (including subcontractors) who
are subject to the vaccination requirement in the above-referenced
Proclamation;
(e) Has operational procedures in place to ensure that any contract activities
that occur on-site at Washington state agency premises or at the premises
of any Purchaser who so requests(other than only for a short period of time
during a given day and where any moments of close proximity to others on-
site will be fleeting—e.g., a few minutes for deliveries) that are performed
by Contractor personnel (including subcontractors) will be performed by
personnel who are fully vaccinated or properly excepted or exempted as
required by the above-referenced Proclamation;
(f) Has operational procedures in place to enable Contractor personnel
(including subcontractors) who perform contract activities on-site at
Washington state agency premises or at the premises of any Purchaser who
so requests to provide compliance documentation that such personnel are
in compliance with the above-referenced Proclamation; and
(g) Will provide to Enterprise Services or Purchaser, upon request,Contractor's
COVID-19 Vaccination Verification Plan and related records, except as
prohibited by law, and will cooperate with any investigation or inquiry
pertaining to the same.
4.18. CLEAR ROADS QUALIFIED PRODUCT LIST(QPL). Contractor represents and warrants, as previously
certified in Contractor's Bidder's Certification,that Contractor shall provide only snow and ice
control products that comply with the latest Clear Roads Qualified Products List (QPL) with
the exception that all liquid deicer shall pass through a 20 MESH screen at zero (0) degrees
Fahrenheit. Contractor further represents and warrants that,during the term of this Contract,
Contractor shall maintain approved status on the QPL.
MASTER CONTRACT No.11o21—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 9
(Rev.2021-09-16)
5. QUALITY;WARRANTY; REMEDIES.
5.1. GOODS WARRANTY. Contractor warrants that,for a period of twelve (12) months from the date
when the Goods are put into use, or eighteen (18) months after delivery of the Goods,
whichever is later("Goods Warranty Period"),the Goods: (a) are free from defects in design,
material, and workmanship; (b) are fit for the intended purposes and appropriate for the
specified application(s) (if any); (c) are consistent with recognized industry quality standards;
(d) comply with the requirements, specifications, drawings, standards, and descriptions
included in this Master Contract; and (e) are produced and delivered in full compliance with
applicable law ("Goods Warranty"). For Goods delivered by Contractor and properly stored,
Contractor warrants that such Goods carried over from season to season shall meet Clear
Roads Qualified Products List(QPL)specifications the following year. In the event such stored
Goods do not meet QPL specifications the following year, Contractor shall take all necessary
action to bring the Goods back into compliance or replace such Goods with applicable snow
and ice control product that meet QPL Specifications; Provided, however, that either option
shall be at no cost to Purchaser and that Contractor' correction or replacement shall occur
within thirty days. Contractor further warrants that it has good and marketable title to the
Goods and shall keep Purchaser's property free of liens. If Purchaser receives notice of a lien
caused by Contractor, Purchaser may withhold any payment otherwise due Contractor until
Contractor submits proof, in a form satisfactory to Purchaser, that all lienable claims have
been fully paid or waived.
5.2. GOODS REMEDY. If Goods do not comply with the Goods Warranty or any defects develop
during the Goods Warranty Period under normal use, at Purchaser's election, Contractor
promptly shall remedy the defect by removing, repairing, correcting, and/or replacing any
defective Goods. Contractor's Goods Warranty support shall include, at Contractor's sole
expense, all technical support, parts, materials and equipment, and labor, including freight
and "in/out" costs required to address the defect. If, in Purchaser's judgment, repair or
replacement is inadequate, or fails of its essential purpose, Contractor shall refund the full
amount of any payments that have been made. The rights and remedies of the parties under
this warranty are in addition to any other rights and remedies of the parties provided by law
or equity, including, without limitation, actual damages, and, as applicable and awarded
under the law, to a prevailing party, reasonable attorneys'fees and costs.
5.3. SERVICES WARRANTY. Contractor warrants that: (a) Services will be performed in a timely,
efficient, and professional manner; (b) all Contractor personnel assigned to perform Services
will have the necessary skill and training; and (c) Services will be performed in a manner
consistent with the standard of care in the industry ("Services Warranty"). The Services
Warranty will survive for a period of twelve (12) months after the date when Services are
completed ("Services Warranty Period").
5.4. SERVICES REMEDY. If Services do not comply with the Services Warranty or are in any manner
found to be nonconforming during the Services Warranty Period, Contractor promptly shall
remedy the non-conformance, or at Purchaser's election, Contractor shall re-perform or
correct the nonconforming Services at no additional cost to Purchaser or refund the amounts
paid for the Services.
5.5. FAILURE To REMEDY. If Contractor does not remedy a defect or nonconformity within ten (10)
calendar days after receipt of written notice from Purchaser, or if an emergency exists
rendering it impossible or impractical for Purchaser to have Contractor provide a remedy,
Purchaser may, without prejudice to any other rights or remedies available to it, make or
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 10
(Rev.2021-09-16)
cause to be made required modifications, adjustments, or repairs, or may replace Goods or
Services, in which case Contractor shall reimburse Purchaser for its actual costs or, at
Purchaser's option, Purchaser will offset the costs incurred from amounts owing to
Contractor.
5.6. TECHNICAL SUPPORT. During any applicable warranty period, Contractor shall provide all
warranty service and telephone support, including after-hour technical support, at its own
cost. Contractor shall maintain a technical support hotline to address breakdowns and safety
incidents.
6. SAFETY;SECURITY. Contractor's failure to comply with any of the requirements in this Section shall be
cause for termination.
6.1. REGULATORY REQUIREMENTS/SAFETY. Goods/Services supplied by Contractor shall meet all OSHA
and other safety-related federal,state, local,and/or tribal regulatory requirements applicable
to the Goods/Services.
6.2. MATERIAL SAFETY DATA SHEETS. As applicable, Contractor shall provide Purchaser with all
appropriate Material Safety Data Sheets ("MSDS") at the time of delivery of each shipment of
Goods which requires such compliance and/or and for materials used by Contractor while
performing Services and any updates of the same.
6.3. CLEAN-UP. If Contractor, its agents, employees, or subcontractors perform onsite Services,
Contractor, at its cost, will remove all excess materials, equipment, packaging, and garbage
within the scope of its performance of Services and leave that portion of the premises in which
the work was performed in a clean condition. Should Contractor fail to clean up a Site after
completion of work, Purchaser will have the right to remove the materials and set off the cost
of clean up against amounts owed to Contractor.
6.4. ACCIDENT AND INJURY REPORTING. If Contractor, its agents, employees, or subcontractors are
present at Purchaser's premises, Contractor promptly will report in writing all injuries,
accidents, property damage, near-miss incidents, or any claims regarding damages or injury
involving Contractor, its agents, employees, or subcontractors occurring at such premises.
Contractor agrees to cooperate and assist in any Purchaser investigation of incidents.
6.5. ON SITE REQUIREMENTS. While on Purchaser's premises, Contractor, its agents, employees, or
subcontractors shall comply, in all respects,with Purchaser's physical,fire,access,safety,and
other security requirements and not interfere with Purchaser's operations. Contractor
represents and warrants that Contractor,its agents,employees,or subcontractors who access
Purchaser's premises will be adequately trained and at all times comply with Purchaser's
requirements.
6.6. IT SECURITY POLICIES. Contractor, its agents, employees, or subcontractors shall comply with all
Washington State IT security policies and standards which will be made available to
Contractor upon request.
7. SUBCONTRACTORS.
7.1. CONTRACTOR RESPONSIBILITY. Notwithstanding any provision to the contrary, in the event
Contractor elects to utilize subcontractors to perform this Master Contract, Contractor shall:
(a) incorporate Contractor's responsibilities under this Master Contract into its subcontracts;
(b) be fully responsible for the performance of any such subcontractors (regardless of tier)
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 11
(Rev.2021-09-16)
and ensure that subcontractors comply with each and every Contractor obligation set forth in
this Master Contract; (c) be the sole point of contact for Enterprise Services and any
Purchasers regarding all contractual matters; (d) ensure that such subcontractors are
registered in WEBS; and (e) defend, indemnify, and hold Enterprise Services and Purchasers
harmless in case of negligence, other tortious fault, or intentional misconduct by any such
subcontractors(regardless of tier). Prior to utilizing any subcontractor to perform this Master
Contract, Contractor shall provide written notice to Enterprise Services' contract
administrator. Such notice shall confirm that the subcontractor is registered in WEBS and
provide the necessary information for Enterprise Services' contract administrator to include
such subcontractor(s) in Washington's Purchasing Contract Management System (PCMS).
7.2. REPORTING. If Contractor is required to report to Purchaser and/or Enterprise Services, such
report(s) will include subcontractor data, by subcontractor, for any data that Contractor is
required to report as well as a consolidated 'rollup' report combining Contractor and
subcontractor data.
7.3. SUBCONTRACTOR REPRESENTATIONS AND CERTIFICATIONS. Any Contractor representations or
certifications set forth in this Master Contract shall apply to subcontractors (at any tier) and
Contractor shall not utilize any subcontractors (at any tier) who cannot provide such
representations or certifications, excepting the certification to be registered with
Washington's Statewide Payee Desk, unless Purchaser will pay such subcontractor directly.
8. USING THE MASTER CONTRACT—PURCHASES.
8.1. ORDERING REQUIREMENTS. Eligible Purchasers shall order Goods and/or Services from this
Master Contract, consistent with the terms hereof and by using any ordering mechanism
agreeable both to Contractor and Purchaser but including, at a minimum, a field order or
purchase order. When practicable, Contractor and Purchaser also shall use telephone orders,
email orders, web-based orders, and similar procurement methods (collectively "Purchaser
Order"). All Purchase Orders must reference the Master Contract number. The terms of this
Master Contract shall apply to any Purchase Order and, in the event of any conflict,the terms
of this Master Contract shall prevail. Notwithstanding any provision to the contrary, in no
event shall any 'click-agreement,' software or web-based application terms and conditions,
or any other agreement modify the terms and conditions of this Master Contract.
(a) The official order date shall be the date of the transmittal to the Contractor
when received by the Contractor prior to 2pm. Purchase Orders received
after 2pm will be considered as received the next business day.
(b) Contractor immediately shall notify Purchaser if Contractor is unable to
meet the delivery requirements as defined herein. If Purchaser schedules a
date outside of the Thirty-Day Delivery requirement identified herein, the
order shall be considered late if not received on the scheduled delivery
date.
(c) Purchaser shall provide Contractor with all necessary delivery information
when ordering, including but not limited to:
■ Contact Information—i.e.,business phone, cell phone,fax number or
email
■ Emergency/After-Hours Contract Information
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 12
(Rev.2021-09-16)
■ Logistical Information — i.e., driving directions, delivery address,
driving instructions, receiving times/days, delivery truck type, etc.
8.2. SNOW&ICE CONTROL PRODUCTS DELIVERIES.
(a) Three-Day Delivery: From November 1 to April 30, Purchasers may specify
on the Purchase Order that delivery shall be made within three calendar
days from the official order date. Purchasers will indicate on Purchase
Order whether Purchaser can accept deliveries during extended business
hours. For Three-Day Delivery Orders, deliveries made on or after the 4tn
calendar day shall be subject to liquidated damages for late delivery.
(b) Seven-Day Delivery: Purchasers may specify on the Purchase Order that
delivery shall be made within seven calendar days from the official order
date. For Seven-Day Delivery Orders, deliveries made on or after the 8tn
calendar date shall be subject to liquidated damages for late delivery.
(c) Thirty-Day Delivery — Solid Products: Purchaser may specify on the
Purchase Order that delivery shall be made within thirty calendar days from
the official order date. For Thirty-Day Delivery Orders, deliveries made on
or after the 315t calendar day shall be subject to liquidated damages for late
delivery.
(d) For Three-Day Delivery Orders and Seven-Day Delivery Orders, orders over
60 tons per location, a minimum of 60 tons must be delivered within three
or seven (respectively) calendar days from the Official Order Date. The
balance of the order must be delivered, 60 tons per day, until the order is
fulfilled. These deliveries are not subject to liquidated damages from
section 8(a) and (b), unless the Contractor fails to deliver the minimum of
60 tons per day before the balance of the order is fulfilled. There may be
situations where the three calendar day delivery can be extended, but this
is contingent on the Purchaser accepting the extended delivery timeframe.
Contractor will work with Purchaser regarding the extended delivery.
(e) During an emergency event, notwithstanding any provision to the contrary,
Contractor shall give priority to WSDOT over MCUA Members if supply is
overwhelmed by demand.
8.3. DELIVERY REQUIREMENTS. Contractor must ensure that the Goods/Services are delivered or
provided as required by this Master Contract, the Purchase Order used by Purchaser, and as
otherwise mutually agreed in writing between Purchaser and Contractor. The following apply
to all deliveries:
(a) Contractor shall make all deliveries to the applicable delivery location
specified in the Purchase Order.
(b) Deliveries shall occur during Purchaser's normal work hours and within the
time period mutually agreed in writing between Purchaser and Contractor.
Contractor shall coordinate extended delivery days/hours with Purchaser
prior to making deliveries. Contractor is responsibility to ensure that
Purchaser is available to accept deliveries. Purchaser may refuse shipment
when delivered after normal working hours. Purchaser's acceptance of late
delivery shall not constitute a waiver of timely performance for future
purchases.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 13
(Rev.2021-09-16)
■ For WSDOT facilities, regular business days/hours shall be Monday
through Friday, Sam to 4pm (PST), excluding Washington State
holidays or extended business hours.
(c) If requested on the order, Contractor shall provide Purchaser 24-hour
advance notification of scheduled delivery. Such delivery notification shall
be made during Purchaser's regular business hours.
(d) Contractor shall ship all Goods and/or Services purchased pursuant to this
Master Contract, freight charges prepaid by Contractor, FOB Purchaser's
specified destination with all transportation and handling charges included.
Contractor shall bear all risk of loss, damage, or destruction of the Goods
and/or Services ordered hereunder that occurs prior to delivery,except loss
or damage attributable to Purchaser's fault or negligence.
(e) Contractor may charge a drop shipment fee for each additional stop when
there are multiple delivery locations for one truckload. Purchasers may
specify multiple delivery locations within the same WSDOT Region.
(f) All packing lists, packages, instruction manuals, correspondence, shipping
notices, shipping containers, and other written materials associated with
this Master Contract shall be identified by the Master Contract number set
forth on the cover of this Master Contract and the applicable Purchaser's
Purchase Order number. Packing lists shall be enclosed with each shipment
and clearly identify all contents and any backorders.
(g) The Bill of Lading shall include the following information:
■ Date of Delivery(initialed by driver);
■ Purchase Order Number;
■ Snow& Ice Control Product Name;
■ Contractor Name:
■ Delivery Location;
■ Total Amount delivered;
■ Certified scale ticket or certified flow meter ticket;
■ Product Lot number;
■ Transport Company information i.e., Name;tank,trailer, or rail car
number; and point and date of origin.
8.4. SHIPPING.
(a) Typical truckload volumes are:
PRODUCT TYPICAL
APPROX. MINIMUM PER
TYPE& WEIGHT TRUCKLOAD QUANTITY PER
DESCRIPTION TRUCKLOAD
Solid 2,000 lbs./Ton 30 Tons 30 Tons
Bulk
Liquid Variable/Ton 5,000 Gallons 6,500 Gallons
Bulk
(b) Contractor shall package snow and ice control products as follows:
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 14
(Rev.2021-09-16)
■ Liquid products: Packaging shall be for bulk products shipped in
tanker trucks in full truckload delivery quantities, unless otherwise
specified in the Purchase Order.
■ Solid products: Packaging shall be bulk loads in full truckload delivery
quantities.
■ All products shall be protected from the weather elements and
secured in a manner to prevent it from dislodging during transit.
8.5. UNLOADING. Contractor is responsible to unload of snow and ice control products.There shall
be no additional cost to the Purchaser for unloading-related activities.
(a) To avoid unnecessary unloading delays, Purchaser shall provide ready
access to delivery site, adequate room for maneuvering, easy access to
liquid tank connection, and a clearly identified unloading spot. Average
length of trailer truck is 48 feet and end dump trucks may rise 30 feet above
ground level. If an unloading site is not adequate for deliveries, Contractor
will notify Purchaser.
(b) For bulk solid products, an end-dump truck is required for delivery at all
WSDOT locations unless otherwise stated in the Purchase Order. If the
Purchaser requires another type of delivery truck,it must be specified in the
Purchase Order.There shall be no additional costs to Purchaser for different
types of delivery trucks. Purchaser will identify areas that require a belt
loader truck.
(c) For bulk liquid, Purchaser's liquid storage tanks will be fitted with a three-
inch male pipe cam lock fitting to allow for unloading of product. Contractor
shall be responsible for all necessary equipment to transfer liquid chemical
products to Purchaser's storage tanks. Contractor shall visually inspect the
discharge valve priorto unloading for the presence of any foreign materials.
(d) To control foaming during loading, unloading, and agitation of liquid
chemical products, an anti-foaming agent will be available during delivery
and unloading from Contractor for use as needed, at no additional charge
to Purchaser.
8.6. RECEIPTAND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or Services purchased under this
Master Contract are subject to Purchaser's reasonable inspection, testing, and approval at
Purchaser's destination. Purchaser reserves the right to reject and refuse acceptance of
Goods and/or Services that are not in accordance with this Master Contract and Purchaser's
Purchase Order. If there are any apparent defects in the Goods and/or Services at the time
of delivery, Purchaser promptly will notify Contractor. At Purchaser's option, and without
limiting any other rights, Purchaser may require Contractor to repair or replace, at
Contractor's expense, any or all of the damaged Goods and/or Services or, at Purchaser's
option, Purchaser may note any such damage on the receiving report, decline acceptance,
and deduct the cost of rejected Goods and/or Services from final payment. Payment for any
Goods and/or Services under such Purchase Order shall not be deemed acceptance.
■ For deliveries to WSDOT, Purchaser must note any product issues at
the point of delivery on the Bill of Lading. Purchaser may reject any
shipment if problems are noted and immediately halt the unloading
process. Purchaser must immediately advise the WSDOT
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 15
(Rev.2021-09-16)
Headquarters Maintenance Operations office of any ordering,
delivery, storage, or product quality issues.
8.7. SAMPLING&TESTING FOR COMPLIANCE.
(a) Purchaser shall have the discretion, on an as delivered basis, to inspect,
sample, and test Contractor's product. If Contractor offloads product
without giving Purchaser an opportunity for field inspection, sampling or
testing, the product may be deemed non-compliant and subjected to total
rejection. The sample will be used for testing and/or fingerprinting at
Purchaser's expense to ensure product quality.
(b) Each product type may be tested for conformance to PNS specifications
during the year. When a sample is taken for testing it will be taken from the
delivered shipment. The sample will be used for testing and/or
fingerprinting at Purchaser's expense to ensure product quality.
(c) When shipping a sample for testing, Purchaser must include the following
information:
■ Master Contract No. 11021;
■ Purchase Order Number;
■ Manufacturer or Contractor Name;
■ Name of Product
■ Lot number of Product:
■ Shipping date:
■ Bill of lading number; and
■ Date received, delivery location, quantity of material delivered, and
name and phone number of person receiving the load and taking the
samples.
Note: WSDOT will use a third-party laboratory; other Purchasers may use a
testing laboratory of their choice.
(d) For liquid products, a one-gallon sample will be taken from the transfer hose
in three equal parts. Each part will be compositely mixed with the other
parts to make up the one-gallon sample that will be submitted to the
laboratory for testing. The sample will be collected during unloading of the
delivered product by taking a sample from the first third, second third, and
last third of the load. If the trailer or pup has compartments, then three
equal samples shall be taken from only one of the compartments to
complete the sample.
(e) For solid products, samples of the materials should be obtained from a
complete cross section of the load. The sample should be placed into a
clean and dry wide mouth one-gallon container with a screw top lid and
sealed with tape as soon as the sample has been taken to avoid exposing
the sample unduly to atmospheric moisture. Sample portions shall be taken
from the top, center, and bottom of the load in proportion to the cross-
section area at that point and well within the stack each time. It is best
practice to cut completely through the stack if practicable. Fine material
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 16
(Rev.2021-09-16)
sifts to the bottom. Care should be taken to obtain a complete and
representative sample.
8.8. CERTIFICATION OF DELIVERED SNOW&ICE CONTROL PRODUCTS.
(a) Contractor shall provide with each shipment a certification that all products
delivered meet PNS Qualified Product List and specifications as set forth in
this Contract.
(b) Contractor shall provide a Lot(Batch or Control) Number for each shipment.
The Lot Number is a specific number assigned to that particular production
run of the product being delivered. A Lot Number can be the source of
multiple deliveries. The Lot Number shall be legible and identified on
delivery documents. The Lot Number must enable Purchaser and
Contractor to track delivered products back to its manufacture point, date
of manufacture, and specific batch for quality assurance and verification.
Failure to have a Lot Number with each shipment is grounds for rejection of
the load at time of delivery.
(c) For liquid products, Contractor shall provide a legible printed ticket from a
flow meter or certified weight scale that has been tested and certified
through the WSDA Weights and Measures Program on an annual basis.
Weight tickets shall be stamped with a Weigh Master Seal. Purchaser may
request that the meter (or certified weight scale) be retested and certified
again during the delivery year, at no cost to Purchaser if the data is in
question.
8.9. ADDITIONAL DELIVERY LOCATIONS. Purchasers may add new delivery locations at any time during
the term of this Master Contract; Provided, however, that shall allow Contractor five (5)
business days to set-up a new location account and delivery logistics once an order
confirmation is received.
8.10. TESTING NEW PNS PRODUCTS. During the term of this Contract, Purchasers reserve the right to
purchase other snow and ice control products for testing and evaluation purposes from any
Contractor whether on contract or not. Such purchases may result in a maximum
displacement of 10% total volume of contracted items. However, the maximum volume
displaced may be increased based on legislative direction. Contractors of displaced products
will not be compensated for lost orders,volume, or profit.
9. 80/120 VOLUME COMMITMENTS.
9.1. PURCHASER RIGHT TO ELECT TO PARTICIPATE. Each Purchaser, by written agreement with
Contractor, shall have the right pursuant to this Master Contract to elect to participate in an
80 / 120 Volume Commitment. In such event, Purchaser shall provide Contractor with a
'target volume' representing 100%of Purchaser's estimated need for the stated snow and ice
control products. Pursuant to the 80 / 120 Volume Commitment, Purchaser guarantees to
Contractor that Purchaser shall pay for 80% of the target volume regardless of whether
Purchaser's actual orders reach 80%of the target volume. Similarly, pursuant to the 80/120
Volume Commitment, Contractor guarantees to Purchaser that, if requested by Purchaser,
Contractor shall deliver to Purchaser up to 120%of the target volume.Target purchases may
be adjusted annually by August 31. Adjusted quantities shall be addressed by mutual written
agreement.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 17
(Rev.2021-09-16)
The current products under the 80/120 volume commitments are: Category 1: Corrosion
Inhibited Liquid Magnesium Chloride, Category 2: Corrosion Inhibited Liquid Calcium
Chloride, Category 4C: Corrosion Inhibited Solid Sodium Chloride-Grade 2, Category 8A-R:
Standard Gradation, Road Salt, and Category 813: Standard Gradation Road Salt, Insoluble
Material.
9.2. WSDOT Participation. WSDOT commits to purchasing no less than 80% and Contractor is
responsible to supply up to 120% of the target volume. If Contractor supplies the same
product to multiple regions, purchase volume may be aggregated to meet the 80% minimum
purchase and the 120% maximum supply quantity.
10. INVOICING&PAYMENT.
10.1. CONTRACTOR INVOICE. Contractor Shall submit properly itemized Invoices to Purchaser's
designated invoicing contact for Goods and/or Services delivered under this Master Contract.
Such invoices shall itemize the following:
(a) Master Contract No. 11021
(b) Contractor name,address,telephone number, and email address for billing
issues (i.e., Contractor Customer Service Representative);
(c) Contractor's Federal Tax Identification Number;
(d) Date(s)of delivery;
(e) Applicable Goods and/or Services;
(f) Unit of measure;
(g) Unit price;
(h) Total price for units measured;
(i) A copy of the bill of lading;
(j) Invoice amount; and
(k) Payment terms, including any available prompt payment discounts.
Contractor's invoices for payment shall reflect accurate Master Contract prices. Invoices will
not be processed for payment until receipt of a complete invoice as specified herein.
10.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser.
Purchaser's obligation to pay invoices is subject to receipt of a timely and accurate invoice
and conforming Goods and/or Services. Unless Contractor has provided a prompt payment
discount set forth in Exhibit 8—Prices, Purchaser's payment is due within thirty(30) calendar
days of invoice. Purchaser retains the right of setoff for any amount due or owing to
Purchaser. Purchaser may make payments electronically (e.g., ACH payments). Contractor
shall provide information necessary to facilitate electronic payments. If Purchaser fails to
make timely payment(s),Contractor may invoice Purchaser in the amount of one percent(1%)
per month on the amount overdue or a minimum of$1. Payment will not be considered late
if a check or warrant is mailed within the time specified.
10.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any
erroneous payment or overpayment. Such refunds shall occur within thirty(30)calendar days
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 18
(Rev.2021-09-16)
of written notice to Contractor;Provided, however,that Purchaser shall have the right to elect
to have either direct payments or written credit memos issued. If Contractor fails to make
timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay
Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty
(30)calendar days after notice to Contractor.
10.4. ADVANCE PAYMENT PROHIBITED. Except as authorized by law, Contractor shall not request or
receive advance payment for any Goods and/or Services furnished by Contractor pursuant to
this Master Contract.
10.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or
impose any additional charges including, but not limited to, charges for shipping, handling,
insurance, or payment processing.
10.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities
pertaining to this Master Contract. Failure to do so shall constitute breach of this Master
Contract. Unless otherwise agreed, Purchaser shall pay applicable sales tax imposed by the
State of Washington on purchased Goods and/or Services. Contractor's invoices shall
separately state(a)taxable and non-taxable charges and (b) sales/use tax due by jurisdiction.
In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after
thirty (30) calendar days written notice to Purchaser, Purchase has not provided Contractor
with a valid exemption certificate from such federal excise taxes.
11. CONTRACT MANAGEMENT.
11.1. CONTRACT ADMINISTRATION& NOTICES. Except for legal notices,the parties hereby designate the
following contract administrators as the respective single points of contact for purposes of
this Master Contract. Enterprise Services' contract administrator shall provide Master
Contract oversight. Contractor's contract administrator shall be Contractor's principal
contact for business activities under this Master Contract. The parties may change contract
administrators by written notice as set forth below.
Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or
sent via email,and shall be sent to the respective addressee at the respective address or email
address set forth below or to such other address or email address as the parties may specify
in writing:
Enterprise Services Contractor
Attn: Breann Aggers Attn: Jason Jansen
Washington Dept.of Enterprise Services 3814 Old Highway 99 South
PO Box 41411 Mt. Vernon, WA 98273
Olympia,WA 98504-1411 Tel: (360) 354-2101
Tel: (360)407-9416 Email: iasoni@Ivnden.com
Email: Breann.aggers@des.wa.gov
Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon
transmission to the designated email address of said addressee.
11.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a Customer service
representative (and inform Enterprise Services of the same) who shall be responsible for
addressing Purchaser issues pertaining to this Master Contract.
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(Rev.2021-09-16)
11.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S.
certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent
to the respective addressee at the respective address or email address set forth below or to
such other address or email address as the parties may specify in writing:
Enterprise Services Contractor
Attn: Legal Services Manager Attn: Jason Jansen
Washington Dept.of Enterprise Services 3814 Old Highway 99 South
PO Box 41411 Mt.Vernon, WA 98273
Olympia,WA 98504-1411 Email: iasoni@lynden.com
Email: greg.tolbert@des.wa.gov
Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed,
upon return receipt,or, if emailed, upon transmission to the designated email address of said
addressee.
12. CONTRACTOR SALES REPORTING;VENDOR MANAGEMENT FEE;&CONTRACTOR REPORTS.
12.1. MASTER CONTRACT SALES REPORTING. Contractor shall report total Master Contract sales
quarterly to Enterprise Services, as set forth below.
(a) Master Contract Sales Reporting System. Contractor shall report quarterly
Master Contract sales in Enterprise Services' Master Contract Sales
Reporting System. Enterprise Services will provide Contractor with a login
password and a vendor number. The password and vendor number will be
provided to the Sales Reporting Representative(s) listed on Contractor's
Bidder Profile.
(b) Data. Each sales report must identify every authorized Purchaser by name
as it is known to Enterprise Services and its total combined sales amount
invoiced during the reporting period (i.e., sales of an entire agency or
political subdivision, not its individual subsections). The "Miscellaneous"
option may be used only with prior approval by Enterprise Services. Upon
request, Contractor shall provide contact information for all authorized
Purchasers specified herein during the term of the Master Contract. If there
are no Master Contract sales during the reporting period, Contractor must
report zero sales.
(c) Due dates for Master Contract Sales Reporting. Quarterly Master Contract
Sales Reports must be submitted electronically by the following deadlines
for all Master Contract sales invoiced during the applicable calendar
quarter:
FOR SALES MADE IN MASTER CONTRACT SALES REPORT
QUARTER CALENDAR QUARTER ENDING
DUE BY PAST DUE
1 January 1—March 31 April 30 May 1
2 April 1—June 30 July 31 August 1
3 July 1—September 30 October 31 November 1
4 October 1—December 31 January 31 February 1
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 20
(Rev.2021-09-16)
12.2. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management
fee ("VMF") of 1.5 percent on the purchase price for all Master Contract sales (the purchase
price is the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is
calculated as follows:
Amount owed to Enterprise Services = Total Master Contract
sales invoiced (not including sales tax) x .015.
(b) The VMF must be rolled into Contractor's current pricing. The VMF must
not be shown as a separate line item on any invoice unless specifically
requested and approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on Master
Contract sales reported by Contractor. Contractor is not to remit payment
until Contractor receives an invoice from Enterprise Services. Contractor's
VMF payment to Enterprise Services must reference this Master Contract
number, the year and quarter for which the VMF is being remitted, and
Contractor's name as set forth in this Master Contract, if not already
included on the face of the check.
(d) Contractor's failure to report accurate total net Master Contract sales, to
submit a timely Master Contract sales report,or to remit timely payment of
the VMF to Enterprise Services, may be cause for Enterprise Services to
suspend Contractor or terminate this Master Contract or exercise remedies
provided by law. Without limiting any other available remedies,the parties
agree that Contractor's failure to remit to Enterprise Services timely
payment of the VMF shall obligate Contractor to pay to Enterprise Services,
to offset the administrative and transaction costs incurred by the State to
identify, process, and collect such sums, the sum of$200.00 or twenty-five
percent (25%) of the outstanding amount, whichever is greater, or the
maximum allowed by law, if less.
(e) Enterprise Services reserves the right, upon thirty (30) calendar days
advance written notice, to increase, reduce, or eliminate the VMF for
subsequent purchases, and reserves the right to renegotiate Master
Contract pricing with Contractor when any subsequent adjustment of the
VMF might justify a change in pricing.
12.3. ANNUAL MASTER CONTRACT SALES REPORT. Contractor shall provide to Enterprise Services a
detailed annual Master Contract sales report. Such report shall include, at a minimum: the
Goods/Services sold (including, as applicable, item number or other identifier), per unit
quantities sold, items and volumes purchased by Purchaser, shipment/delivery locations by
Purchaser, and Master Contract price. This report must be provided in an electronic format
that can be read by Microsoft (MS) Excel. Such report is due within thirty (30) calendar days
of the annual anniversary of the effective date of this Master Contract.
12.4. MONTHLY CONTRACT ACTiviTY REPORTS. Contractor shall provide monthly sales reports for each
delivery location supplied through this Contract. Reports are due by the 15'of the following
month. Contractor shall email the report, in Microsoft Excel,to Enterprise Services (Contract
Administrator) and the designated Purchaser representative(s) for each Purchaser. Reports
are not required during months with zero sales. The report shall include:
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(a) Product Purchased;
(b) Delivery Region, Maintenance Area,Specific Location;
(c) Delivery Option (Three-Day Delivery; Seven-Day Delivery; Thirty-Day
Delivery);
(d) Date Ordered;
(e) Date and Quantity Delivered;
(f) Total Dollar Amount of Sales for the month; and
(g) Year to date total volume and dollar amounts;
13. RECORDS RETENTION&AUDITS.
13.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Contract and orders placed by Purchasers under it to the extent and
in such detail as shall adequately reflect contract performance and administration of
purchases, payments,taxes, and fees. Contractor shall retain such records for a period of six
(6)years following expiration or termination of this Master Contract or final payment for any
order placed by a Purchaser against this Master Contract, whichever is later; Provided,
however, that if any litigation, claim, or audit is commenced prior to the expiration of this
period, such period shall extend until all such litigation, claims,or audits have been resolved.
13.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit,
applicable records to ensure that Contractor properly has invoiced Purchasers and that
Contractor has paid all applicable vendor management fees to Enterprise Services.
Accordingly, Contractor shall permit Enterprise Services, any Purchaser, and any other duly
authorized agent of a governmental agency, to audit, inspect, examine, copy and/or
transcribe Contractor's books, documents, papers and records directly pertinent to this
Master Contract or Purchase Orders placed by a Purchaser under this Master Contract for the
purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive
for a period of six(6)years following expiration or termination of this Master Contract or final
payment for any order placed by a Purchaser against this Master Contract,whichever is later;
Provided, however,that if any litigation, claim, or audit is commenced prior to the expiration
of this period, such period shall extend until all such litigation, claims, or audits have been
resolved.
13.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy
available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments
inconsistent with the terms of this Master Contract or Purchase Orders placed thereunder,at
a rate of 125%of any such overpayments,found as a result of the examination of Contractor's
records; and (b) reimburse Enterprise Services for any underpayment of vendor management
fees, at a rate of 125% of such fees found as a result of the examination of Contractor's
records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor
would be required to pay to Enterprise Services$500 x 1.25=$625); Provided, however,that,
in the event Contractor timely discovers and corrects any Purchaser overpayment or
Contractor underpayment of vendor management fees and does so prior to the initiation of
any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services
the actual amount of such Purchaser overpayment or such underpayment of vendor
management fees.
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14. INSURANCE.
14.1. REQUIRED INSURANCE. Contractor, at its expense, shall maintain in full force and effect the
insurance coverages set forth in Exhibit C—Insurance Requirements. All costs for insurance,
including any payments of deductible amounts,shall be considered incidental to and included
in the prices for Goods/Services and no additional payment shall be made to Contractor.
14.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation
statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to
provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its
employees as may be required by law, Enterprise Services may terminate this Master
Contract. This provision does not waive any of the Washington State Department of Labor
and Industries (L&I) rights to collect from Contractor. If Contractor performs Services on
Purchaser's behalf in the State of Washington, and only to the extent of claims against
Contractor by Purchaser under the Indemnity obligations in this Master Contract, Contractor
expressly waives any immunity it may be granted under the Washington State Industrial
Insurance Act,Title 51 RCW. Contractor's indemnification obligation will not be limited in any
way by any limitation on the amount or type of damages, compensation, or benefits payable
to or for any third party under workers' compensation acts, disability benefit acts, or other
employee benefit acts. The parties expressly acknowledge and certify that the waiver of
immunity under Title 51 RCW was mutually negotiated and agreed upon.
15. CLAIMS.
15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and
all risks of personal injury or property damage to itself and its employees and agents in
connection with its operations under this Master Contract. Enterprise Services has made no
representations regarding any factor affecting Contractor's risks. Contractor shall pay for all
damage to any Purchaser's property resulting directly or indirectly from Contractor's acts or
omissions under this Master Contract, even if not attributable to negligence by Contractor or
its agents.
15.2. THIRD-PARTYCLAIMS; GENERAL INDEMNITY.To the fullest extent permitted by law,Contractor shall
defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and
agents harmless from and against all claims, demands, judgments, assessments, damages,
penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in
settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "Claims")
arising out of Contractor's or its successors', agents', or subcontractors' negligence, other
tortious fault,or intentional misconduct under this Master Contract; Provided, however,that
no right to indemnity will exist as to that portion of a Claim resulting from the sole negligence,
tortious fault, or intentional misconduct of Enterprise Services or Purchaser. The parties
agree that if there are any limitations of Contractor's liability, including a limitation of liability
clause for anyone for whom the Contractor is responsible,such limitations of liability shall not
apply to injuries to persons (including death), damages to property, data breach, and/or
intellectual property infringement. Contractor shall take all steps needed to keep Purchaser's
property free of liens arising from Contractor's activities, and promptly obtain or bond the
release of any such liens that may be filed.
16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Master
Contract efficiently,as timely as practicable, and at the lowest possible level with authority to resolve
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such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each
organization. In such situation, upon notice by either party, each party, within five (5) business days
shall reduce its description of the dispute to writing and deliver it to the other party. The receiving
party then shall have three (3) business days to review and respond in writing. In the event that the
parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference
between the respective senior managers of each organization to attempt to resolve the dispute. In
the event the parties cannot agree, either party may resort to court to resolve the dispute.
17. TERMINATION; EXPIRATION;SUSPENSION;&REMEDIES.
17.1. TERMINATION. This Master Contract may be terminated: (a) upon the mutual written
agreement of the parties; (b) by the non-breaching party where the breach is not cured within
thirty (30) calendar days after written notice of breach is delivered to the breaching party,
unless a different time for cure is otherwise stated in this Master Contract; and (c) as
otherwise expressly provided for in this Master Contract. This Master Contract shall
terminate automatically and without further action if a party becomes insolvent or is placed
in receivership, reorganization, liquidation, or bankruptcy. In addition to any other available
remedies, the non-breaching party may terminate this Master Contract as provided in
subsection (b) above without further liability by written notice to the breaching party. A
termination for breach will not affect rights or obligations accrued or owed before the
effective date of the termination notice.
17.2. TERMINATION FOR NONAPPROPRIATION OR REDUCTION OF FUNDS OR CHANGES IN LAW. Enterprise
Services may suspend or terminate this Master Contract and Purchasers may suspend or
terminate applicable Purchase Orders, in whole or in part, at the sole discretion of Enterprise
Services or, as applicable, Purchaser, if Enterprise Services or, as applicable, Purchaser
reasonably determines that: (a) a change in Federal or State legislation or applicable laws
materially affects the ability of either party to perform under the terms of this Master
Contract or applicable Purchase Order; or (b) that a change in available funds affects
Purchaser's ability to pay under the applicable Purchase Order. A change of available funds
as used in this section includes, but is not limited to a change in Federal or State funding,
whether as a result of a legislative act or by order of the President or the Governor. If a
written notice is delivered under this provision, Purchaser will reimburse Contractor for
Goods properly ordered and/or Services properly performed until the effective date of said
notice. Except as stated in this provision, in the event of termination for nonappropriation or
reduction of funds or changes in law, Purchaser will have no obligation or liability to
Contractor.
17.3. TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience, may
terminate this Master Contract; Provided, however, that such termination for public
convenience must, in Enterprise Services' judgment, be in the best interest of the State of
Washington; and Provided further,that such termination for public convenience shall only be
effective upon sixty (60) calendar days prior written notice; and Provided further, that such
termination for public convenience shall not relieve any Purchaser from payment for
Goods/Services already ordered as of the effective date of such notice. Except as stated in
this provision, in the event of such termination for public convenience, neither Enterprise
Services nor any Purchaser shall have any obligation or liability to Contractor.
17.4. PURCHASER OBLIGATIONS—ExPIRATION. Upon expiration of this Master Contract, Purchaser shall
accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay
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Contractor the price as set out in the Master Contract. Notwithstanding any provision to the
contrary, in no event shall a Purchaser's Purchase Order pursuant to this Master Contract that
is executed prior to expiration of this Master Contract allow for Contractor to provide Goods
and/or Services more than twelve (12) months beyond the expiration date of the Master
Contract.
17.5. CONTRACTOR OBLIGATIONS— EXPIRATION OR TERMINATION. Upon expiration or termination of this
Master Contract, Contractor shall: (a) continue to fulfill its warranty obligations with respect
to any Goods or Services sold hereunder and all provisions of the Master Contract that, by
their nature, would continue beyond the expiration, termination, or cancellation of the
Master Contract shall so continue and survive; and (b) promptly return to Purchaser all keys,
badges,and other materials supplied by Purchaser for the performance of any Purchase Order
entered into pursuant to this Master Contract.
17.6. DEFAULT. Any of the following events shall constitute cause for Enterprise Services to declare
Contractor in default of this Master Contract:
(a) Contractor fails to perform or comply with any of the terms or conditions of
this Master Contract;
(b) Contractor fails to timely report contract sales;
(c) Contractor fails to timely pay the vendor management fees when due;or
(d) Contractor breaches any representation or warranty provided herein.
17.7. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's
operations under this Master Contract immediately by written cure notice of any default.
Suspension shall continue until the default is remedied to Enterprise Services' reasonable
satisfaction; Provided, however,that, if after thirty(30)calendar days from such a suspension
notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights
under this Master Contract. All of Contractor's obligations to Enterprise Services and
Purchasers survive termination of Contractor's rights under this Master Contract, until such
obligations have been fulfilled.
17.8. REMEDIES FOR DEFAULT.
(a) Enterprise Services' rights to suspend and terminate Contractor's rights
under this Master Contract are in addition to all other available remedies.
(b) In the event of termination for default, Enterprise Services may exercise any
remedy provided by law including, without limitation, the right to procure
for all Purchasers replacement Goods and/or Services. In such event,
Contractor shall be liable to Enterprise Services for damages as authorized
by law including, but not limited to, any price difference between the
Master Contract price and the replacement or cover price as well as any
administrative and/or transaction costs directly related to such
replacement procurement—e.g.,the cost of the competitive procurement.
17.9. LIQUIDATED DAMAGES FOR DELIVERY DELAYS. The parties understand and acknowledge that snow
and ice control products are critical to the State (and other eligible Purchasers') ability to
maintain and manage highway and roadway satisfy in a timely and effective manner. The
parties also agree and acknowledge that, in the event of delivery delays, it is impossible to
calculate applicable damages. Accordingly, and notwithstanding any provision to the
contrary,the parties agree that in the event Contractor does not timely deliver the snow and
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ice control products, Contractor shall pay to Purchaser the amounts set forth herein, not as a
penalty, but as a reasonable approximation of actual damages.
(a) If Contractor fails to deliver the snow and ice control product in the
timeframe specified in the Purchase Order, liquidated damages will be
assessed as follows:
■ $500 per day for the 4th calendar day and every following day on a
Three-Day Delivery order placement up to 50%of the order value;
■ $200 per day for the 8th day and every following day on a Seven-Day
Delivery order placement up to 50%of the order value;
■ $100 per day for the 31st day and every day following a Thirty-Day
Delivery order placement up to 50%of the order value; and
■ $100 for delivery made outside normal business hours with an
additional $100 if delivery is more than one hour past regular
business hours, not to exceed $200 per shipment.
(b) For liquid snow and ice control products delivered outside the specified
concentration ranges the following liquidated damages will be assessed;
■ Concentration exceeding specification by 1.1% or more (but not
below the required concentration limit: $1,000 per load per delivery
location;
■ Concentration below specification limit at 24%to 24.9%: $1,500 per
load per delivery location; and
■ Concentration below specification limit at less than 24%: 100%of the
value per load per delivery location.
(c) For solid snow and ice control products delivered outside the specified
moisture, gradation, and segregation/separation specifications, liquidated
damages will be assessed at$450 per load per delivery location. Permissible
variations of 5%will be allowed for each sieve size.
(d) For Corrosion inhibited snow and ice control products delivered outside the
corrosion specifications, liquidated damages will be assessed at $750 per
load per delivery location. Purchaser may elect to reject shipment at its sole
discretion without incurring additional costs. Contractor shall remove any
rejected product and contaminated material from Purchaser's site.
Purchaser shall determine the amount of material, if any, that has been
contaminated by the shipment. Contractor shall replace the rejected
product with product that meets specifications. All associated costs for
removal and replacement of rejected product and contaminated material
shall be at the Contractor's sole expense, including shipping and handling.
17.10. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary,the parties agree that
in no event shall any party or Purchaser be liable to the other for exemplary or punitive
damages; Provided, however, that nothing contained in this Section will in any way exclude
or limit: (a) a party's liability for all damages arising out of that party's intentional acts or
omissions; (b) the operation of any Goods or Services warranty provided in this Master
Contract; or(c) damages subject to the Intellectual Property Indemnity section of this Master
Contract. Any limitation of either party's obligations under this Master Contract, by delivery
slips or other documentation is void.
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17.11. SUSPENSION/TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or
termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient
suspension or termination. Accordingly, Contractor shall deliver to Purchasers all Goods
and/or Services that are complete (or with approval from Enterprise Services, substantially
complete) and Purchasers shall inspect, accept, and pay for the same in accordance with this
Master Contract and the applicable Purchase Order. Unless directed by Enterprise Services
to the contrary, Contractor shall not process any orders after notice of suspension or
termination inconsistent therewith.
17.12. PURCHASER PURCHASE ORDERS. Purchaser Orders may be terminated: (a) upon the mutual
written agreement of the parties; (b) by the non-breaching party where the breach is not
cured within thirty (30) calendar days after written notice of breach is delivered to the
breaching party, unless a different time for cure is otherwise stated in the applicable Purchase
Order;and (c) as otherwise expressly provided for in the applicable Purchase Order. Purchase
Orders shall terminate automatically and without further action if a party becomes insolvent
or is placed in receivership, reorganization, liquidation, or bankruptcy. In addition to any
other available remedies, the non-breaching party may terminate the Purchase Order as
provided in subsection (b) above without further liability by written notice to the breaching
party. A termination for breach will not affect rights or obligations accrued or owed before
the effective date of the termination notice.
18. PUBLIC INFORMATION&PUBLIC RECORDS DISCLOSURE REQUESTS.
18.1. WASHINGTON'S PUBLIC RECORDS ACT. Unless statutorily exempt from public disclosure, this
Master Contract and all related records are subject to public disclosure as required by
Washington's Public Records Act, RCW 42.56.
18.2. CONTRACTOR OBLIGATION. Contractor shall identify and mark the precise portion(s) of the
relevant page(s) of any records provided to Enterprise Services that Contractor believes are
statutorily exempt from disclosure and identify the precise statutory basis for exemption from
disclosure. In addition, if, in Contractor's judgment, certain portions of such records are not
statutorily exempt from disclosure but are sensitive because particular portions of
Contractor's records (NOT including pricing) include highly confidential, proprietary, or trade
secret information (or the equivalent) that Contractor protects through the regular use of
confidentiality or similar agreements and routine enforcements through court enforcement
actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of
any records that include such sensitive information.
18.3. ENTERPRISE SERVICES' OBLIGATION. In the event that Enterprise Services receives a public records
disclosure request pertaining to records that Contractor has submitted and marked either as
(a)statutorily exempt from disclosure;or(b)sensitive, Enterprise Services, prior to disclosure,
will do the following: Enterprise Services' Public Records Officer will review any records
marked by Contractor as statutorily exempt from disclosure. In those situations, where the
designation comports with the stated statutory exemption from disclosure, Enterprise
Services will redact or withhold the record(s) as appropriate. For records marked 'sensitive'
or for records where Enterprise Services determines that no statutory exemption to
disclosure applies or is unable to determine whether the stated statutory exemption to
disclosure properly applies, Enterprise Services will notify Contractor,at the address provided
in the Master Contract, of the public records disclosure request and identify the date that
Enterprise Services intends to release the record(s) (including records marked 'sensitive' or
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exempt from disclosure) to the requester unless Contractor, at Contractor's sole expense,
timely obtains a court order enjoining Enterprise Services from such disclosure. In the event
Contractor fails to timely file a motion for a court order enjoining such disclosure, Enterprise
Services will release the requested record(s) on the date specified. Contractor's failure
properly to identify exempted or sensitive information or timely respond after notice of
request for public disclosure has been given shall be deemed a waiver by Contractor of any
claim that such records are exempt or protected from public disclosure.
19. GENERAL PROVISIONS.
19.1. TIME IS of THE ESSENCE. Time is of the essence for each and every provision of this Master
Contract.
19.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. Contractor shall obtain
all necessary permits and approvals and give all stipulations, certifications, and
representations that may be required for it to perform this Master Contract.
19.3. ENTIRE AGREEMENT. This Master Contract constitutes the entire agreement and understanding
of the parties with respect to the subject matter and supersedes all prior negotiations,
representations, and understandings between them. There are no representations or
understandings of any kind not set forth herein.
19.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Contract may not be
amended or modified except in writing and signed by a duly authorized representative of each
party.
19.5. AUTHORITY. Each party to this Master Contract, and each individual signing on behalf of each
party, hereby represents and warrants to the other that it has full power and authority to
enter into this Master Contract and that its execution, delivery, and performance of this
Master Contract has been fully authorized and approved, and that no further approvals or
consents are required to bind such party.
19.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall
be or is intended to be created by or under this Master Contract. Neither party is an agent of
the other party nor authorized to obligate it.
19.7. INDEPENDENT CONTRACTOR. The parties intend that an independent contractor relationship is
created by this Master Contract. Contractor and its employees or agents performing under
this Master Contract are not employees or agents of Enterprise Services. Contractor shall not
have authorization, express or implied,to bind Enterprise Services to any agreement, liability,
or understanding, except as expressly set forth herein. Contractor and its employees and
agents are not entitled to unemployment insurance or worker's compensation benefits
through Enterprise Services or the State of Washington and Enterprise Services and the State
of Washington will not pay for or otherwise provide such coverage for Contractor and its
employees and agents.
19.8. ASSIGNMENT. Contractor may not assign its rights under this Master Contract without
Enterprise Services' prior written consent and Enterprise Services may consider any
attempted assignment without such consent to be void;Provided,however,that,if Contractor
(a) provides written notice to Enterprise Services within thirty (30) calendar days of such
event and (b) timely executes Enterprise Services' Assignment, Assumption, and Consent
Agreement, Contractor may assign its rights under this Master Contract in full to any parent,
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subsidiary,or affiliate of Contractor that controls or is controlled by or under common control
with Contractor, is merged or consolidated with Contractor, or purchases a majority or
controlling interest in the ownership or assets of Contractor. Unless otherwise agreed,
Contractor guarantees prompt performance of all obligations under this Master Contract
notwithstanding any prior assignment of its rights.
19.9. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Contract shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.
19.10. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably
assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or
cause of action which Contractor now has or which may accrue to Contractor in the future by
reason of any violation of state or federal antitrust laws in connection with any Goods and/or
Services provided in Washington for the purpose of carrying out Contractor's obligations
under this Master Contract, including, at Enterprise Services' option, the right to control any
such litigation on such claim for relief or cause of action.
19.11. FEDERAL FUNDS. To the extent that any Purchaser uses federal funds to purchase Goods and/or
Services pursuant to this Master Contract, such Purchaser shall specify, with its Purchase
Order, any applicable requirement or certification that must be satisfied by Contractor at the
time the Purchase Order is placed or upon delivery of such Goods/Services to Purchaser.
19.12. SEVERABIUTY. If any provision of this Master Contract is held to be invalid or unenforceable,
such provision shall not affect or invalidate the remainder of this Master Contract, and to this
end the provisions of this Master Contract are declared to be severable. If such invalidity
becomes known or apparent to the parties, the parties agree to negotiate promptly in good
faith in an attempt to amend such provision as nearly as possible to be consistent with the
intent of this Master Contract.
19.13. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or
to notify the other party in the event of breach, shall not release the other party of any of its
obligations underthis Master Contract, nor shall any purported oral modification or rescission
of this Master Contract by either party operate as a waiver of any of the terms hereof. No
waiver by either party of any breach, default, or violation of any term, warranty,
representation, contract, covenant, right, condition, or provision hereof shall constitute
waiver of any subsequent breach, default, or violation of the same or other term, warranty,
representation, contract, covenant, right, condition, or provision.
19.14. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth
in or otherwise made pursuant to this Master Contract shall survive and remain in effect
following the expiration or termination of this Master Contract, Provided, however, that
nothing herein is intended to extend the survival beyond any applicable statute of limitations
periods.
19.15. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master
Contract shall be governed by and construed in accordance with the laws of the State of
Washington, without regard to any choice of law principles that would provide for the
application of the laws of another jurisdiction.
19.16. JURISDICTION&VENUE. In the event that any action is brought to enforce any provision of this
Master Contract,the parties agree to exclusive jurisdiction in Thurston County Superior Court
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for the State of Washington and agree that in any such action venue shall lie exclusively at
Olympia, Washington.
19.17. ATTORNEYS' FEES. In the event of litigation or other action brought to enforce this Master
Contract, each party shall bear its own attorneys' fees and costs.
19.18. FAIR CONSTRUCTION& INTERPRETATION. The provisions of this Master Contract shall be construed
as a whole according to their common meaning and not strictly for or against any party and
consistent with the provisions contained herein in order to achieve the objectives and
purposes of this Master Contract. Each party hereto and its counsel has reviewed and revised
this Master Contract and agrees that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be construed in the
interpretation of this Master Contract. Each term and provision of this Master Contract to be
performed by either party shall be construed to be both a covenant and a condition.
19.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Master Contract,
the parties shall each do whatever may reasonably be necessary to accomplish the
transactions contemplated in this Master Contract including, without limitation, executing
any additional documents reasonably necessary to effectuate the provisions and purposes of
this Master Contract.
19.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Master Contract
in their entirety.
19.21. CAPTIONS& HEADINGS. The captions and headings in this Master Contract are for convenience
only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope
or intent of this Master Contract nor the meaning of any provisions hereof.
19.22. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Master Contract or
any other ancillary agreement shall be deemed to have the same legal effect as delivery of an
original executed copy of this Master Contract or such other ancillary agreement for all
purposes.
19.23. COUNTERPARTS. This Master Contract may be executed in any number of counterparts, each of
which shall be deemed an original and all of which counterparts together shall constitute the
same instrument which may be sufficiently evidenced by one counterpart. Execution of this
Master Contract at different times and places by the parties shall not affect the validity
thereof so long as all the parties hereto execute a counterpart of this Master Contract.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON LTI,INC.,
Department of Enterprise Services a Washington corporation
— Kalise Hastings
By: — _ __ By: I,H- ,1 zb 2322 1228 Po,
David Mgebroff Kalise Hastings
Its: Strategy Supervisor Its: Vice President,Secretary,and Treasurer
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 30
(Rev.2021-09-16)
EXHIBIT A
INCLUDED GOODS
All products shall comply with the latest Clear Roads Qualified Products List(QPL)with the exception that
all liquid deicer shall pass through a 20 MESH screen at zero (0) degrees Fahrenheit.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 31
(Rev.2021-09-16)
Exhibit B
PRICES FOR GOODS/SERVICES
Category 8A-R
Standard Gradation Road Salt
Anti-Caking Agent: YPS
Product: ISCO Bulk Rock Salt
Drop Shipment: $150
WSDOT Region 1 Northwest
• Days 7 Days 30 Days
Maintenance Area 1 $ 180.00 $ 178.00 $ 176.00
Maintenance Area 2 $ 180.16 $ 178.16 $ 176.16
Maintenance Area 3 $ 179.99 $ 177.99 $ 175.99
Maintenance Area 4 $ 179.65 $ 177.65 $ 175.65
Maintenance Area 5 $ 180.20 $ 178.20 $ 176.20
WSDOT Region 2 North Central
• P - E
Maintenance Area 1 $ 160.21 $ 158.21 $ 156.21
Maintenance Area 2 $ 152.35 $ 150.35 $ 148.35
Maintenance Area 3 $ 163.44 $ 161.44 $ 159.44
WSDOT Region 3 Olympic
• D. Days 30 Days
Maintenance Area 1 $ 169.71 $ 167.71 $ 165.71
Maintenance Area 2 $ 184.98 $ 182.98 $ 180.98
Maintenance Area 3 $ 185.00 $ 183.00 $ 181.00
Maintenance Area 4 $ 185.37 $ 183.37 $ 181.37
WSDOT Region 4 Southwest
• Days VF 7 Days 30 Days
Maintenance Area 1 $ 165.40 163.40 $ 161.40
Maintenance Area 2 $ 174.80 $ 172.80 $ 170.80
Maintenance Area 3 $ 185.04 $ 183.04 $ 181.04
Maintenance Area 4 $ 167.20 $ 165.20 $ 163.20
WSDOT Region 5 South Central
• Days 7 Days 30 Days
Maintenance Area 1 160.21 158.21 $ 156.21
MASTER CONTRACT No.11021-SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 32
(Rev.2021-09-16)
Maintenance Area 2 $ 161.29 $ 159.29 $ 157.29
Maintenance Area 3 $ 151.59 $ 149.59 $ 147.59
Maintenance Area 4 $ 149.38 $ 147.38 $ 145.38
Category 8B
Solid Sodium Chloride
Anti-Caking Agent: YPS
Product: ESSA
Drop Shipment: $150
WSDOT Region 1 Northwest
Order/Delivery Area 3 r.ys 7 Days 30 Days
Maintenance Area 1 $ 180.00 $ 178.00 $ 176.00
Maintenance Area 2 $ 180.16 $ 178.16 $ 176.16
Maintenance Area 3 $ 179.99 $ 177.99 $ 175.99
Maintenance Area 4 $ 179.65 $ 177.65 $ 175.65
Maintenance Area 5 $ 180.20 $ 178.20 $ 176.20
WSDOT Region 4 Southwest
Order/Delivery Area 3 r.ys 7 Days 30 Days
Maintenance Area 1 $ 165.40 $ 163.40 $ 161.40
Maintenance Area 2 $ 174.80 $ 172.80 $ 170.80
Maintenance Area 3 $ 185.04 $ 183.04 $ 181.04
Maintenance Area 4 $ 167.20 $ 165.20 $ 163.20
WSDOT Region 5 South Central
Order/Delivery Area 3 r.ys 7 Days 30 Days
Maintenance Area 1 $ 160.21 $ 158.21 $ 156.21
Maintenance Area 2 $ 161.29 $ 159.29 $ 157.29
Maintenance Area 3 $ 151.59 $ 149.59 $ 147.59
Maintenance Area 4 $ 149.38 $ 147.38 $ 145.38
MASTER CONTRACT No.11021-SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 33
(Rev.2021-09-16)
Exhibit C
INSURANCE REQUIREMENTS
1. INSURANCE OBLIGATION. During the Term of this Master Contract, Contractor shall possess and
maintain in full force and effect,at Contractor's sole expense,the following insurance coverages:
a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance
(and, if necessary, commercial umbrella liability insurance)covering bodily injury,
property damage, products/completed operations, personal injury, and
advertising injury liability on an 'occurrence form' that shall be no less
comprehensive and no more restrictive than the coverage provided by Insurance
Services Office (ISO) under the most recent version of form CG 00 01 in the
amount of not less than $2,000,000 per occurrence and $4,000,000 general
aggregate. This coverage shall include blanket contractual liability coverage. This
coverage shall include a cross-liability clause or separation of insured condition.
b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable
Workers' Compensation or Industrial Accident insurance providing benefits as
required by law.
c. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if
necessary, commercial umbrella liability insurance) with limits not less than
$1,000,000 each accident for bodily injury by accident, $1,000,000 each
employee for bodily injury by disease, and $1,000,000 bodily injury by disease
policy limit.
d. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. Commercial automobile liability
insurance covering the ownership, maintenance, and/or use of all owned/leased,
non-owned, and hired vehicles used in the performance of the Contract, with
limits of not less than $5,000,000 per accident, with a combined single limit for
bodily injury and property damage liability. Coverage shall be provided on
Insurance Services Office (ISO) form number CA 00 01 or an equivalent. If
pollutants are to be transported, MCS 90 and CA 9948 (in transit pollution risks
coverage) endorsements are required unless in-transit pollution risk is covered
under a pollution liability insurance policy. The required limits can be satisfied by
any combination of primary, umbrella, or excess policy.
e. TRANSPORTATION POLLUTION LIABILITY COVERAGE. Contractor shall provide
transportation pollution liability insurance in an amount not less than
$10,000,000 per occurrence and$20,000,000 aggregate.
The insurance coverage limits set forth herein are the minimum. Contractor's insurance coverage
shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum
limits, however, shall not be construed to relieve Contractor from liability in excess of such limits.
Contractor waives all rights against the State of Washington for the recovery of damages to the
extent such damages are covered by any insurance required herein.
2. INSURANCE CARRIER RATING. Coverages provided by Contractor must be underwritten by an
insurance company deemed acceptable to the State of Washington's Office of Risk Management.
Insurance coverage shall be provided by companies authorized to do business within the State of
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 34
(Rev.2021-09-16)
Washington and rated A- Class VII or better in the most recently published edition of Best's
Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
3. ADDITIONAL INSURED. Commercial General Liability, Commercial Automobile Liability, and Pollution
Liability Insurance shall include the State of Washington and all authorized Purchasers (and their
agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional
Insured Endorsement attached to the Certificate of Insurance on such insurance policies.
4. CERTIFICATE OF INSURANCE. Prior to execution of the Master Contract, Contractor shall furnish to
Enterprise Services, as evidence of the insurance coverage required by this Master Contract, a
certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated
kinds and minimum amounts, has been secured. In addition, no less than ten (10) calendar days
prior to coverage expiration, Contractor shall furnish to Enterprise Services an updated or
renewed certificate of insurance, satisfactory to Enterprise Services,that insurance, in the above-
stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of
insurance, as required, will result in contract cancellation. All policies and certificates of
insurance shall include the Master Contract number stated on the cover of this Master Contract.
All certificates of Insurance and any related insurance documents shall be delivered to Enterprise
Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email
address set forth below or to such other address or email address as Enterprise Services may
specify in writing:
US Mail: Contracts& Procurement—Master Contract Insurance Certificate
Master Contract No. 11021—Snow&Ice Control Products
Attn: Breann Aggers
Washington Dept.of Enterprise Services
PO Box 41411
Olympia,WA 98504-1411
Email: Breann.aggers@des.wa.gov
Note: For Email notice,the Email Subject line must state:
Master Contract Insurance Certificate—Master Contract No. 11021
—Snow&Ice Control Products[HIGHWAYS& ROADWAYS]
5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution
from any insurance or self-insurance maintained by, or provided to,the additional insureds listed
above including, at a minimum, the State of Washington and/or any Purchaser. All insurance or
self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance
provided by Contractor or subcontractors.
6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required
insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any
such subcontractor to provide insurance that complies with all applicable requirements of the
insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements
for each subcontractor. Each subcontractor must comply fully with all insurance requirements
stated herein. Failure of any subcontractor to comply with insurance requirements does not limit
Contractor's liability or responsibility.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 35
(Rev.2021-09-16)
7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of
Washington and any Purchaser for the recovery of damages to the extent such damages are or
would be covered by the insurance specified herein.
8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation, material change, exhaustion of
aggregate limits, or intent not to renew insurance coverage, either in whole or in part, without at
least sixty (60) calendar days prior written Legal Notice by Contractor to Enterprise Services.
Failure to provide such notice, as required, shall constitute default by Contractor. Any such
written notice shall include the Master Contract number stated on the cover of this Master
Contract.
9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather
than occurrence), Contractor shall maintain such coverage for a period of no less than three (3)
years following expiration or termination of the Master Contract.
MASTER CONTRACT No.11021—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 36
(Rev.2021-09-16)
Exhibit D
CITY OF SPOKANE
SPECIALTERMS&CONDITIONS
The following terms and conditions apply only to the City of Spokane, as Purchaser, if such Purchaser
utilizes this Master Contract:
1. STORAGE. Purchaser intends to have 206,000 gallons in ready inventory at the beginning of a major
winter snow and ice storm with a potential re-supply of 60,000 gallons every 48 hours at each site
during the storm. Purchaser has onsite storage of 86,000 gallons located at the Northside
Satellite, 4101 East Queen Street, Spokane, WA. Contractor shall supply snow and ice control
products to the Northside Satellite on a keep full basis. The other 120,000 gallons are to be stored
in rail cars on a siding or other site/facility approved by Purchaser.
2. OFF-SITE STORAGE. Contractor's off-site storage must be located within the Purchaser's city limits
or the western half of the Havana rail yard just north of Sprague and east of Havana. Storage site
shall be made readily available to Purchaser's crews and be provided with continuous power to
the Purchaser's pumping facility to operate its lighting, heating, and pumping system. The cost
for power and readiness shall be included in the unit cost of the snow and ice control products
provided.
3. END OF SEASON INVENTORY. At the end of the winter season,or approximately March 31,Contractor
shall fill Purchaser's storage tanks. Any material left in Contractor's supplied storage shall be
returned to Contractor and a credit issued to Purchaser.
4. DELIVERY. Normal working hours shall be Sunday through Saturday, excluding City holidays,
between the hours of 6am and 2pm or 5pm and lam unless otherwise requested and approved
by Purchaser.
5. BUSINESS LICENSE REQUIREMENTS. Contractor shall be responsible for contacting Purchaser's Taxes
& Licenses Department at (509) 625-6070 to obtain a business license or receive a determination
of exemption in accordance with § 8.01.070 of the Spokane Municipal Code.
MASTER CONTRACT No.11O21—SNOW&ICE CONTROL PRODUCTS[HIGHWAYS&ROADWAYS] 37
(Rev.2021-09-16)
Exhibit D-Master Contract Master LTI
Final Audit Report 2022-07-26
Created: 2022-07-26
By: breann aggers(breann.aggers@des.wa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAYw7vWnL2 EGIWmkQB3ObhM88YLzrDKNG
"Exhibit D-Master Contract Master LTI" History
Document created by breann aggers (breann.aggers@des.wa.gov)
2022-07-26-3:53:44 PM GMT-IP address: 198.238.242.30
Document emailed to kalise@lynden.com for signature
2022-07-26-3:54:20 PM GMT
Email viewed by kalise@lynden.com
2022-07-26-4:36:11 PM GMT-IP address:206.126.74.35
Ae Signer kalise@lynden.com entered name at signing as Kalise Hastings
2022-07-26-7:28:36 PM GMT-IP address:206.126.74.35
0(p Document e-signed by Kalise Hastings (kalise@lynden.com)
Signature Date:2022-07-26-7:28:38 PM GMT-Time Source:server-IP address:206.126.74.35
Agreement completed.
2022-07-26-7:28:38 PM GMT
Q Adobe Acrobat Sign
State of Washington CONTRACT AMENDMENT
Contracts & Procurement Division
Department of Enterprise Services
P.O. Box 41411 Contract No.: 11021
Olympia, WA 98504-1411
LTI, Inc Amendment No.: 3
3814 Old Highway 99 South
Mt. Vernon, WA 98273 Effective Date: 11-15-2023
THIRD AMENDMENT
TO
CONTRACT NO. 11021
SNOW&ICE CONTROL PRODUCTS
This Third Amendment ("Amendment")to Contract No. 11021 is made and entered into by and between
the State of Washington acting by and through the Department of Enterprise Services,a Washington State
governmental agency("Enterprise Services") and LTI, Inc, a Washington corporation ("Contractor") and is
dated and effective as of November 15, 2023.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain
Contract No. 11021 dated effective as of August 1, 2022 ("Contract").
B. The Parties previously amended the Contract October 3, 2022 to reflect order commitments
for 80/120 for the winter 2022-2023 season and on October 1, 2023 for an economic price
increase.
C. The Parties now desire to change the yearly target commitments
D. The amendment set forth herein is within the scope of the Contract.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. 80/120 TARGET COMMITMENTS. The parties agree that these are the winter maintenance season
2023-2024 target commitments for WSDOT Regions and Political Subdivisions:
This space intentionally left blank.
CONTRACTNO. 11021-AMENDMENT No.3 Page 1
(Rev.2023-07-19)
LTI
Category 8A-R: Standard Gradation, Road Salt
Region Customer 80% Target(100%) 120% Unit of Measurement Product
ISCO
Standard
Road
Northwest WSDOT 7680 9600 11520 Tons Salt
ISCO
Standard
North Road
Central WSDOT 8800 11000 13200 Tons Salt
ISCO
Standard
Road
Olympic WSDOT 4960 6200 7440 Tons Salt
ISCO
Standard
WSDOT Road
Southwest 3880 4850 5820 Tons Salt
ISCO
Standard
South Road
Central WSDOT 15600 19500 23400 Tons Salt
ISCO
Standard
Road
Northwest City of Kent 240 300 360 Tons Salt
ISCO
Standard
City of Road
Olympic Bremerton 96 120 144 Tons Salt
ISCO
Standard
Road
Olympic Kitsap County 160 200 240 Tons Salt
ISCO
Standard
City of Federal Road
Northwest Way 144 180 216 Tons Salt
ISCO
Standard
Skagit County Road
Northwest PW 400 500 600 Tons Salt
South City of ISCO
Central Ellensburg 160 200 240 Tons Standard
CONTRACT NO. 11021-AMENDMENT No.3 Page 2
(Rev.2023-07-19)
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Road
Salt
ISCO
Standard
Snohomish Road
Northwest County 960 1200 1440 Tons Salt
ISCO
Standard
Road
Northwest ity of Lynden 80 1 100 120 Tons Salt
ISCO
Standard
ity of Road
Olympic akewood 80 100 120 Tons Salt
I ISCO
Standard
IOC=Clallam Road
Olympic ay CC 112 1 140 168 Tons Salt
ISCO
Standard
�Aty of Road
Northwest I arysville 120 150 180 Tons Salt
ISCO
jStandard
yty of Road
Northwest Mukilteo 80 100 120 Tons Salt
ISCO
Standard
ity of Road
Olympic �'uyallup 128 160 192 Tons Salt
ISCO
Standard
ity of Road
Northwest I saquah 120 150 180 Tons Salt
ISCO
I
Standard
hatcom Road
Northwest ounty 320 400 480 Tons Salt
ISCO
j Standard
Road
Northwest King County 3000 3750 4500 Tons Salt
ISCO
j Standard
Road
Northwest C ity of Seattle 1600 2000 1 2400 Tons Salt
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CONTRACT No. 11021 AMENDMENT No.3 Page 3
(Rev.2023-07-19)
I
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Category 813:Standard Gradation Road Salt, Insoluble Material
Standard
Grade
Road
North Salt,
Central Chelan County 2240 2800 3360 Tons ESSA
Standard
Grade
Road
Snoqualmie Salt,
Northwest Indian Tribe 80 100 120 Tons ESSA
Standard
Grade
Road
Salt,
Northwest City of Everett 240 300 360 Tons ESSA
2. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Contract or any earlier amendment,this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution,delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
5. ELECTRONIC SIGNATURES. An electronic signature of this Amendment or any other ancillary
agreement shall be deemed to have the same legal effect as delivery of an original executed copy
of this Amendment or such other ancillary agreement for all purposes.
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Amendment at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Amendment.
CONTRACT NO. 11021-AMENDMENT No.3 Page 4
(Rev.2023-07-19)
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EXECUTED AND EFFE�TIVE as of the day and date first above written.
LTI,INC STATE OF WASHINGTON
A WASHING ON CORPORATION DEPARTMENT OF ENTERPRISE SERVICES
n
Digitally signed by Theresa
Theresa Jensen Jensen
B y: By: Date:2024.02.14 06:36:46-08'00'
�'� Name:� �_ Theresa Jensen
Name:
l / Procurement Supervisor
Title: �/ �_ �`�'�✓�-�� '�-�-� Title:
Date: Date: February 14,2024
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CONTRACT No. 11021-AMENDMENT NO.3 Page S
(Rev.2023-07-19)
I
State of Washington CONTRACT AMENDMENT
Contracts& Procurement Division
Department of Enterprise Services
P.O. Box 41411 Contract No.: 11021
Olympia, WA 98504-1411
LTI, Inc Amendment No.: 2
3814 Old Highway 99 South
Mt.Vernon,WA 98273 Effective Date 10-1-2023
SECOND AMENDMENT
TO
CONTRACT NO. 11021
SNOW&ICE CONTROL PRODUCTS
This Second Amendment("Amendment")to Contract No. 11021 is made and entered into by and between
the State of Washington acting by and through the Department of Enterprise Services,a Washington State
governmental agency("Enterprise Services")and LTI, Inc, a Washington corporation ("Contractor")and: is
dated and effective as of October 1, 2023.
RECITALS
A. Enterprise Services and Contractor (collectively the "Parties") entered into that certain
Contract No. 11021 dated effective as of August 1,2022 ("Contract").
B. The Parties previously amended the Contract October 3,2022 to reflect order commitments
for 80/120 for the winter 2022-2023 season.
C. The Parties now desire to amend the Contract to update pricing.
D. The amendment set forth herein is within the scope of the Contract.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. ECONOMIC PRICE ADJUSTMENT. Pursuant to section 3.3 of the contract, the pricing for the
goods/services is hereby amended by deleting the existing Exhibit B —Prices for Goods in its
entirety and inserting the attached Exhibit B — Prices for Goods October 1, 2023. These prices
include the agreed economic adjustment from Bureau of Labor and Statistics(BLS) index/indices:
3.60% PPI series WPL16130271; 19.26% PPI series PCL1325180325180p; 6.84% PPI series
PCL1482482; 5.43% PPI series PCL1484484; 20.70% PPI series PCU483111483111. Increases are
based on individual vendor weighted adjustments per contractual agreements which would yield
11.4%. Contractor agrees to a negotiated weighted adjustment of 5.4%. No further adjustments
will be considered until next Economic Adjustment in year 2024.The contract pricing for the goods
CONTRACT NO. 11021-AMENDMENT NO.2 Page 1
(Rev.2023-07-19)
is hereby amended by deleting the existing Exhibit B—Prices for Goods in its entirety and inserting
the attached Exhibit B—Prices for Goods October 1, 2023.
2. No CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Contract or any earlier amendment,this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
5. ELECTRONIC SIGNATURES. An electronic signature of this Amendment or any other ancillary
agreement shall be deemed to have the same legal effect as delivery of an original executed copy
of this Amendment or such other ancillary agreement for all purposes.
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Amendment at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
LTI,INC STATE OF WASHINGTON
A WASHINGTON CORPORATION DEPARTMENT OF ENTERPRISE SERVICES
By: - J B Theresa Jensen Date: 023.1 ed 12:30:2-07'00'
Date:2023.10.10 12:30:32-07'00'
Name:��� `I (LS 47s,I eJ Name: Theresa Jensen
Title: 1/6� '<�c Title: Procurement Supervisor
Date: Date:
�� 10/10/2023
�-3
CONTRACT No. 11021-AMENDMENT No.2 Page 2
(Rev.2023-07-19)
EXHIBIT B
PRICE FOR GOODS
Category 8A-R
Standard Gradation Road Salt
Anti-Caking Agent: YPS
Product: ISCO Bulk Rack Salt
Drop Shipment: $150
WSDOT Region 1 Northwest
Order/Delivery Area 3 Days 7 Days 30 Days
Maintenance Area 1 $ 189.72 $ 187.61 $ 185.50
Maintenance Area 2 $ 189.89 $ 187.78 $ 185.67
Maintenance Area 3 $ 189.71 $ 187.60 $ 185.49
Maintenance Area 4 $ 189.35 $ 187.24 $ 185.14
Maintenance Area 5 $ 189.93 $ 187.82 $ 185.71
WSDOT Region 2 North Central
Order/Delivery Area 3 Days 7 Days 30 Days
Maintenance Area 1 $ 168.86 $ 166.75 $ 164,65
Maintenance Area 2 $ 160.58 $ 158,47 $ 156.36
Maintenance Area 3 $ 172.27 $ 170.16 $ 168.05
WSDOT Region 3 Olympic
f Days 7 Days 30 Days
Maintenance Area 1 $ 178.87 $ 176.77 $ 174.66
Maintenance Area 2 $ 194.97 $ 192.86 $ 190.75
Maintenance Area 3 $ 194.99 $ 192.88 $ 190.77
Maintenance Area 4 $ 195.38 $ 193.27 $ 191.16
WSDOT Region 4 Southwest
• Days 7 Days 30 Days
Maintenance Area 1 $ 174,33 $ 172.22 $ 170.12
Maintenance Area 2 $ 184.24 $ 182.13 $ 180.02
Maintenance Area 3 $ 195.03 $ 192.92 $ 190.82
Maintenance Area 4 $ 176.23 $ 174.12 $ 172.01
CONTRACT NO. 11021-AMFNDMFNT NO.2 Rage 3
(Rev.2023-07-19)
WSDOT Region 5 South Central
Order/Delivery Area 3 Days 7 Days 30 Days
Maintenance Area 1 $ 168.86 $ 166.75 $ 164.65
Maintenance Area 2 $ 170.00 $ 167.89 $ 165.78
Maintenance Area 3 $ 159.78 $ 157.67 $ 155.56
Maintenance Area 4 $ 157.45 $ 155.34 $ 153.23
Category 8B
Solid Sodium Chloride
Anti-Caking Agent: YPS
Product: ESSA
Drop Shipment: $150
WSDOT Region 1 Northwest
Order/Delivery Area 3 Days 7 Days 30 Days
Maintenance Area 1 $ 189.72 $ 187.61 $ 185.50
Maintenance Area 2 $ 189.89 $ 187.78 $ 185.67
Maintenance Area 3 $ 189.71 $ 187.60 $ 185.49
Maintenance Area 4 $ 189.35 $ 187.24 $ 185.14
Maintenance Area 5 $ 189.93 $ 187.82 $ 185.71
WSDOT Region 4 Southwest
• r .ys 7 r .ys 3i Days
Maintenance Area 1 $ 174.33 $ 172.22 $ 170.12
Maintenance Area 2 $ 184.24 $ 182.13 $ 180.02
Maintenance Area 3 $ 195.03 $ 192.92 $ 190.82
Maintenance Area 4 $ 176.23 $ 174.12 $ 172.01
WSDOT Region 5 South Central
Order/Delivery Area 3 Days 7 Days 30 Days
Maintenance Area 1 $ 168.86 $ 166.75 $ 164.65
Maintenance Area 2 $ 170.00 $ 167.89 $ 165.78
Maintenance Area 3 $ 159.78 $ 157.67 $ 155.56
Maintenance Area 4 $ 157.45 $ 155.34 $ 153.23
CONTRACT NO. 11021-AMENDMENT NO.2 Page 4
(Rev.2023-07-19)
State Of Washington CONTRACT AMENDMENT
Contracts& Procurement Division
Department of Enterprise Services
P.O. Box 41411 Contract No.: 11021
Olympia, WA 98504-1411
LTI,Inc. Amendment No.: 1
3814 Old Highway 99 S.
Effective Date: 10-3-2022
Mt.Vernon,WA 98273
FIRST AMENDMENT
TO
STATEWIDE CONTRACT No. 11021
SNOW&ICE CONTROL PRODUCTS
This First Amendment ("Amendment") to Contract No. 11021 is made and entered into by and between
the State of Washington acting by and through the Department of Enterprise Services,a Washington State
governmental agency("State") and LTI, Inc.,a Corporation("Contractor") and is dated as of October 3rd,
2022.
RECITALS
A. State and Contractor(collectively the "Parties") entered into that certain Contract No. 11021 for
Snow and Ice Control Products dated effective as of August 1, 2022 ("Contract").
B. The Parties have not previously amended the Contract.
C. The amendment set forth herein is within the scope of the Contract.
D. The Parties now desire to amend the Contract as set forth herein.
AGREEMENT
Now THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties
hereby agree to amend the Contract, as previously amended, as follows:
1. Topic. 80/120 Target Commitments.The parties agree that these are the original target
commitments for the 2022/2023 winter maintenance season for WSDOT Regions and Political
Subdivisions:
WSDOT
Category 8A-R&'8B: Standard Gradation Road Salt/
Region I Customer 80% 1 Target (100%) 120% Unit of Measure Product
North Central I WSDOT 8,000 1 10,000 12,000 Tons ISCO or ESSA
STATEWIDE CONTRACT NO 11021-AMENDMENT No.1 Page 1
(Rev.2022-07-26)
Northwest WSDOT 6,080 7,600 9,120 1 Tons ISCO or ESSA
Olympic WSDOT 4,800 6,000 7,200 Tons ISCO or ESSA
South Central WSDOT 17,760 22,200 26,640 Tons ISCO or ESSA
Southwest WSDOT 3,680 4,600 5,520 Tons ISCO or ESSA
Political Subdivision commitments
Category 8A-R&813: Standard Gradation Road Salt
Target Unit of
Region Customer 80% (100%) 120% Measure Product
Northwest King County 1,000 1,250 1,500 Tons ISCO or ESSA
Northwest Whatcom County 320 400 480 Tons ISCO or ESSA
Northwest City of Everett 200 250 300 Tons ISCO or ESSA
Northwest City of Kent 400 500 600 Tons ISCO or ESSA
Northwest City of Renton 240 300 320 Tons ISCO or ESSA
Northwest Snohomish County 960 1,200 1,440 Tons ISCO or ESSA
Northwest City of Marysville 120 150 180 Tons ISCO or ESSA
Northwest City of Redmond 140 175 210 Tons ISCO or ESSA
Northwest City of Woodinville 64 80 96 Tons ISCO or ESSA
Northwest Skagit County 400 500 600 Tons ISCO or ESSA
Northwest City of Federal Way 600 750 900 Tons ISCO or ESSA
Northwest City of Lynden 80 100 120 Tons ISCO or ESSA
Olympic Kitsap County 160 200 240 Tons ISCO or ESSA
Olympic City of Bremerton 64 80 96 Tons ISCO or ESSA
Olympic Jefferson County 200 250 300 Tons ISCO or ESSA
Northwest City of Seattle 2800 3500 4200 1 Tons ISCO or ESSA
2. NO CHANGE OTHER THAN AMENDMENT. Except as amended herein, the Contract is unaffected and
remains in full force and effect.
3. INTEGRATED AGREEMENT; MODIFICATION. This Amendment constitutes the entire agreement and
understanding of the Parties with respect to the subject matter and supersedes all prior
negotiations and representations. In the event of any conflict between this Amendment and the
Contract or any earlier amendment,this Amendment shall control and govern. This Amendment
may not be modified except in writing signed by the Parties.
4. AUTHORITY. Each party to this Amendment, and each individual signing on behalf of each party,
hereby represents and warrants to the other that it has full power and authority to enter into this
Amendment and that its execution, delivery, and performance of this Amendment has been fully
authorized and approved, and that no further approvals or consents are required to bind such
party.
STATEWIDE CONTRACT No 11021-AMENDMENT NO.1 T Page 2
(Rev.2022-07-26)
5. ELECTRONIC SIGNATURES. An electronic signature or electronic record of this Amendment or any
other ancillary agreement shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment or such other ancillary agreement for all purposes.
6. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which counterparts together shall constitute the same
instrument which may be sufficiently evidenced by one counterpart. Execution of this
Amendment at different times and places by the parties shall not affect the validity thereof so
long as all the parties hereto execute a counterpart of this Amendment.
EXECUTED AND EFFECTIVE as of the day and date first above written.
LTI,INC STATE OF WASHINGTON
A CORPORATION DEPARTMENT OF ENTERPRISE SERVICES
By: By: _
Name: ekl) 5 R Name: Alex Kenesson
Title: P('2 S e— Title: Procurement Supervisor
Date: i C— 7 o? z, Date: 10/21/2022
STATEWIDE CONTRACT NO 11021-AMENDMENT No.1 Page 3
(Rev.2022-07-26)