REQUEST FOR PROPOSAL (RFP) # DEPRECIATION STUDY

REQUEST FOR PROPOSAL (RFP) # 41156 DEPRECIATION STUDY GRDA/PURCHASING SOLICITATION PACKAGE

NOTICE OF SOLICITATION Proposal Submittal Requirements - Proposals shall be submitted in a sealed envelope and marked Sealed RFP 41156 DEPRECIATION STUDY. GRDA must receive sealed proposals no later than November 25, 2015 2:00 PM CT (GRDA s time per the time clock at the Receptionist s desk). Proposals received after the time set for opening of proposals, shall not be considered and shall be returned unopened. Number of Copies of Submission - Submit one original signed copy of the entire Proposal and one copy of computer readable version on CD of the entire proposal. Face of Envelope/Package/Container - The proposals shall be enclosed in the sealed envelope, package or container and addressed to the following. Grand River Dam Authority Purchasing Unit RFP # 41156 DEPRECIATION STUDY DUE: November 12, 2015 2:00 PM CT 226 W. Dwain Willis Ave Vinita OK 74301 Express Mail/Overnight packages must also be addressed as above. GRDA may waive any informality or reject any and all proposals. Proposals cannot be submitted by telephone or fax machine or electronic transfer (e-mail). Any proposal may be withdrawn prior to the above scheduled time for the opening of proposals or authorized postponement thereof. No bidder may withdraw a proposal within sixty (60) days after the actual date of the opening thereof. In-Person Public Opening Requests - To ensure the integrity of the evaluation process of this RFP, only a list of bidders will be read at public bid opening. No pricing shall be released at the time of public opening. Communications Concerning this RFP - This RFP is issued by the Central Purchasing Unit of the GRDA. The GRDA Contracting Officer named herein or appointed by the GRDA Central Purchasing Unit is the sole point of contact from the date of release of this RFP until the selection of successful bidder unless instructed otherwise by the GRDA Central Purchasing Unit s authorized representative. For violation of this provision, GRDA reserves the right to reject the proposal of the offending bidder. Bidders are invited to submit written questions regarding the contents and requirements of this RFP to the GRDA Contracting Officer preferably by email (or fax or mail). Written responses to all questions will be provided as an Amendment or Clarification to the RFP and posted to the GRDA website. No questions other than written and no questions after deadline of question submission will be accepted, reviewed or answered. No responses other than written responses unless otherwise indicated in this RFP will be binding upon GRDA. The timeline for submission of all written questions and responses are as listed in Schedule of Events. The e-mail address and other contact information for the GRDA Contracting Officer are as follows: Sammie Prince, Contracting Officer 226 W Dwain Willis Ave. Vinita, OK 74301-0409 sprince@grda.com GRDA/PURCHASING SOLICITATION PACKAGE

SCHEDULE OF EVENTS This RFP will be governed by the following schedule: Content RFP release Deadline for written questions Deadline for 1 st written answers Deadline to submit the proposal Date and Time (Central Time)* November 2, 2015 2:00 PM CT November 13, 2015 4:45 PM CT November 17, 2015 4:45 PM CT November 25, 2015 2:00 PM CT Evaluation and clarification period November 25 27, 2015 Negotiation, if any November 30, 2015 Notice of Award December 9, 2015 4:45 PM CT *GRDA reserves the right to revise the schedule without advance notice as GRDA may require some flexibility in the schedule due to operational dependencies on GRDA staff time. GRDA/PURCHASING SOLICITATION PACKAGE

TABLE OF CONTENTS A. STATEMENT OF WORK... 1 B. GENERAL BIDDING INFORMATION... 3 C. EVALUATION... 5 D. PROPOSAL PREPARATION... 6 E. GENERAL TERMS AND CONDITIONS... 8 F. SPECIAL TERMS AND CONDITIONS... 10 G. ATTACHMENTS... 15 GRDA/PURCHASING SOLICITATION PACKAGE

1 A. STATEMENT OF WORK A.1. A.1.1. A.1.2. A.1.3. A.1.4. A.1.5. A.1.6. A.1.7. A.1.8. A.1.9. Definitions Amendment A written change, addition, alteration, correction, or revision to this RFP issued by GRDA. Bidder A business entity submitting a proposal in response to this RFP. When used in this RFP, bidder is synonymous with seller, offeror, provider, supplier, vendor, consultant or other similar term. Change Order A written change, addition, alteration, correction, or revision to the contract resulting from this RFP. It is used interchangeably with Addenda, or Revision. Clarification An additional explanation on all or parts of solicitation that does not change, alter or supplement the solicitation. GRDA or Authority Grand River Dam Authority, a government agency of the State of Oklahoma. Mandatory - Obligatory, required by order, a provision that may not be waived. The words shall or must are often used for mandatory provisions in this RFP. May or Should - Denotes provisions that are desired but are not mandatory. Non-Responsive - Responses fail to provide all required information, documents, or materials requested in the RFP. Proposal an offer the bidders submit in response to this Request for Proposal. It is used interchangeably with RFP response, or solicitation response, bid response, offer, bid, response or other similar term. A.1.10. Request for Proposal (RFP) A type of solicitation GRDA provides to bidders requesting submission of proposals for acquisitions. Request for Proposal, Project and Solicitation are synonymous under this RFP and may be used interchangeably. A.1.11. Source code - The programming instruction for a computer program in its original form, created by a programmer with a text editor or a visual programming tool and saved in a file. A.1.12. Successful Bidder - The bidder that is awarded a contract. It is used interchangeably with Contractor, Successful Vendor, Successful Supplier, or Successful Consultant. A.2. Purpose Generally accepted accounting principles ( GAAP ) require entities with property, plant and equipment ( PP&E ) to amortize the cost of assets over the period of time that they provide useful service. Determination of such periods of time (total service lives) are generally based on engineering studies, asset retirement statistics and the experience of other utilities with like assets. Total service lives are reviewed from time to time to ensure they are current. Because of the myriad of possible asset and system configurations, there are no industry standard components of plant retirement units. Nonetheless, industry practice at the GRDA has been common enough that there are expected to be groups of asset components and system design configurations that can enable a study of service lives to be performed on the most commonly found components and configurations. The GRDA needs assistance in analyzing the useful lives of its assets and its depreciation rates. A.3. Background The Grand River Dam Authority (the Authority or GRDA ) was created as a nonappropriated agency by the State of Oklahoma in 1935 as a conservation and reclamation district. The Authority has the power to control, store, preserve, and distribute the waters of the Grand River and its tributaries for any useful purpose and to develop and generate water power, electric power, and electric energy within the boundaries of the Authority and to buy, sell, resell, interchange, and distribute electric power and energy. The Grand River lies entirely within Oklahoma, but its drainage basin also extends over the states of Arkansas, Kansas, and Missouri. As part of the Authority s licensing agreements, the Authority also has lake area responsibilities. The costs of those activities are funded primarily through electricity sales to rural cooperative, municipal, industrial and off system customers located in Oklahoma, Kansas, Missouri, and Arkansas. More information about the GRDA and its property plants and equipment can be found in its annual report at http://www.grda.com/wp-content/uploads/2015/05/grda2014cafr5202015.pdf. As a state agency, GRDA is required to follow GASB Accounting, but it is also required to use the Title 18 Uniform System of Accounts as part of the requirements of our Federal Energy Regulatory Commission (FERC) hydro licenses. A.4. Vendor and Staff Requirements The proposed vendor to provide the services described herein should have significant experience in providing utilities and public power organizations with similar depreciation studies and analyses. A.5. Deliverables Comprehensive analysis, recommendations for, and report of: GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 1

2 Asset useful lives/depreciation rates including data collection, analysis, evaluation and calculation phases; Level of aggregation at which assets are grouped (FERC account, etc.); Computations of remaining life; and Estimates of salvage and removal costs Note: Some plants are nearing their useful lives, unless upgraded environmental equipment is added. These plants (specifically coal fired units 1 and 2) shall be evaluated with and without the environmental upgrades. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 2

3 B. GENERAL BIDDING INFORMATION B.1. B.2. B.3. B.4. B.5. B.6. B.7. B.8. B.9. Bids shall be opened by the Purchasing Unit at the Grand River Dam Authority (hereinafter referred to as GRDA or the Authority ) Administrative Headquarters, 226 West Dwain Willis Avenue, Vinita, Oklahoma 74301 on the date and time shown on RFP. Bids shall be in conformity with these and any additional instructions to bidders and shall be submitted as instructed. All bid responses shall be typewritten or handwritten in ink, and any corrections to bids shall be initialed in ink. Proposals submitted in pencil shall not be accepted. Sealed bids shall be submitted to the GRDA Purchasing Unit in a properly marked envelope or package, and shall be sealed. The name and address of the bidder shall be printed on the exterior of the envelope or package. The RFP number and bid opening date shall be referenced on the face of the sealed envelope or package. Unmarked bids shall be rejected and returned to the bidder. Neither fax nor e-mail submissions shall be accepted for sealed bid requirements, as they negate the confidentiality of the bid. Any bid received via fax or e-mail for a sealed bid requirement shall be rejected and returned to the bidder. Bid opening time extensions shall not be granted. Bids received after the opening time and date shall not be considered. This is a formal bidding procedure with all bid packets recorded upon receipt and held unopened under lock until the bid opening at the time, date and location listed on the RFP. Interested bidders may make an appointment to review proposals after an evaluation, recommendation and bid award has been made. Non-Collusion Certificate: This certificate shall be completed by the bidder and include an original signature in ink of an authorized company representative (preferably the bidder) with full knowledge and acceptance of the bid proposal. The Non- Collusion Certificate with original signature shall be mailed with the bid response to the attention of the Contracting & Acquisitions Agent listed on the RFP. In the event the unit price and line total extension do not agree, the unit price shall be considered the quoted price accepted for evaluation. Freight Terms: All prices shall be quoted FOB: Destination/Freight Allowed. All packaging, handling, shipping and delivery charges shall be included in the unit price quoted for each line item unless instructed otherwise by GRDA. No exceptions shall be granted unless approved by the guidelines of the GRDA Chief Financial Officer or designee. Other Surcharges: Any additional surcharges (such as HazMat charges, fuel surcharges, set-up fees, etc.) shall be included in the unit price quoted for each line item. All additional charges are considered a part of the cost of the goods, and bids shall be evaluated to include these additional charges. Tax-Exempt Status: GRDA is an agency of the state of Oklahoma and is specifically exempt from the payment of sales tax by Oklahoma state statute, Title 68 O.S.A. 1356 (10). An excerpt from the statute shall be furnished upon request. All bids submitted shall be subject to GRDA s Purchasing Policy and Procedures, General and Special Terms and Conditions, the bidding information and specifications, the Oklahoma Open Records Act, other statutory regulations as applicable, and any other terms and conditions listed or attached herein all of which are made part of this Request for Proposal. GRDA reserves the right to reject any and all bids, and to contract as the best interests of the Authority may require. GRDA reserves the right to reject any bids that do not comply with the requirements and specifications of the Request for Proposal. All bid responses become the property of GRDA and are subject to the Oklahoma Open Records Act. GRDA shall endeavor to protect technical information designated by the bidder as proprietary information; however, only technical information (i.e., trade secrets ) may be considered proprietary pricing and other non-technical aspects of the proposal shall be considered nonproprietary. B.10. Insurance Certificates: Any service to be performed that requires the vendor s employee, vehicle or equipment to be on any GRDA property must be covered by minimum insurance requirements. The work scope to be performed for the Authority shall be evaluated and the minimum insurance requirements shall be provided to prospective bidders with the RFP. Evidence of insurance coverage shall be furnished in the form of a Certificate of Insurance, and shall be submitted with the bid response. Bidders shall disclose any subcontractors to be used, and the Authority shall consider the supplier as the single point of contact. The supplier shall assume responsibility for the performance of the subcontractor. Policies shall remain current for the duration of the requested service period, and GRDA shall be notified of any cancellation or revision to policies. Purchase Orders shall not be released to the successful bidder without a current Certificate of Insurance naming GRDA as certificate holder on file. A Memorandum of Insurance shall not be acceptable for this requirement. B.11. MSDS: Material Safety Data Sheets shall be furnished to GRDA s Safety Department at the address noted on the PO prior to delivery of items, if applicable. B.12. Successful vendor shall deliver the merchandise or perform the service as quoted. Substitutions or changes without prior approval of the GRDA Contracting & Acquisitions Agent shall be rejected and returned at the vendor s expense. B.13. Bidder Responsibilities: Bidders are to transact all phases of the purchasing function directly with the GRDA Contracting & Acquisitions Agent. Bidders are to conduct all written and verbal communication with the Authority through the GRDA Contracting & Acquisitions Agent. Bidders are to conduct negotiations ethically, without attempts to influence through offers of valuable personal gifts or entertainment. Bidders are to make available as requested any technical information which might be of benefit in the bid evaluation. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 3

4 B.14. Supplier List: The Finance Department maintains a current listing of suppliers with a cross-reference as to products and services offered. Suppliers may have their names added to the list by submitting a completed Vendor Registration/Payee Application, and shall notify the Authority of any update information. If a supplier fails to respond to bid requests after four appropriate solicitations, that supplier may be removed from the active list. Suppliers who do not meet quoted shipping dates or lead times, supply products or services of poor quality, substitute items of unequal quality, continually over-ship or under-ship items, or do not invoice properly may be placed under suspension or disqualified from the active supplier list. Suppliers may voluntarily request to be removed from the supplier database. B.15. Confidentiality of GRDA Information All additional information specific to GRDA offices and processes requested and gathered by bidders in the process of preparing a proposal is to be considered confidential when notified by GRDA. B.16. RFP Contents If a bidder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the bidder must immediately notify within a timeframe specified in the Schedule of Events the Contracting Officer in writing of such error and request modification or clarification. If GRDA issues an amendment or clarification, it will be posted to the GRDA Web site. If, prior to the deadline for submission of questions, a bidder fails to notify the Contracting Officer of a known error or omission in the RFP or an error that reasonably should have been known to the bidder and if a contract is awarded to the bidder, the bidder shall not be entitled to additional compensation or time by reason of the error or its later correction. B.17. Gratuities The right of the successful bidder to perform under this contract may be terminated by written notice, if the GRDA determines that the successful bidder, or its agent or another representative offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official or employee of GRDA. B.18. Price Offer: B.18.1. Offers shall remain firm for a minimum of one-hundred twenty (120) days from the solicitation closing date. Extension may be requested for the same offers to allow time for evaluation or approval by the GRDA Board of Directors. B.18.2. Bidders guarantee unit prices to be correct. B.18.3. All costs incurred by the bidders for proposal preparation and participation in this competitive procurement shall be the sole responsibility of the bidders. GRDA shall not reimburse any bidder for any such costs. B.19. Solicitation Amendments B.19.1. No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in the solicitation. All amendments or clarification to the solicitation shall be made in writing by GRDA. B.19.2. It is the bidder s responsibility to check the GRDA website frequently for any possible amendments or clarification that may be issued. GRDA is not responsible for the bidder s failure to acknowledge any amendment and/or clarification documents required to complete a solicitation. B.20. Clarification Bidders should note that this solicitation is issued to maintain or increase efficiencies in the existing operation and/or streamline the business environment in GRDA. All previous solicitations and resultant contracts or any other existing contracts should not be depended upon, perceived or interpreted to have any relevance on this exclusive solicitation. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 4

5 C. EVALUATION C.1. C.2. C.3. GRDA intends to make a single award deemed to offer the best value to GRDA. In order for solicitation responses to be considered acceptable and eligible for award, they must be prepared and address those factors required in the section F.3. Proposal Clarification During the evaluation process, GRDA reserves the right, at its sole discretion, to request clarifications of technical or price proposals or to conduct discussions for the purpose of clarification with any or all bidders. The purpose of any such discussions shall be to ensure full understanding of the bidder s proposal. If clarifications are made because of such discussion, the bidder(s) shall put such clarifications in writing. C.4. Right to Waive Minor Irregularities GRDA reserves the right to waive minor irregularities in the bidders responses. GRDA also reserves the right to waive non-mandatory requirements where GRDA deems such waiver to be in the best interests of GRDA. C.5. Competitive Negotiations of Offers GRDA reserves the right to negotiate with one, selected, all or none of the bidders responding to this solicitation to obtain the best value to GRDA. Negotiations could entail discussions on products, services, pricing, contract terminology or any other issues that may mitigate GRDA s risks. GRDA shall consider all issues negotiable and not artificially constrained by internal corporate policies. Negotiation may be with one or more bidders, for any and all items in the bidder s offer. Firms that contend that they lack flexibility because of their corporate policy on a particular negotiation item shall face a significant disadvantage and may not be considered. If such negotiations are conducted, the following conditions shall apply: C.5.1. C.5.2. C.5.3. C.5.4. C.5.5. C.6. Negotiations may be conducted in person, in writing, or by telephone. Negotiations shall only be conducted with potentially acceptable offers. GRDA reserves the right to limit negotiations to those offers that received the highest rankings during the initial evaluation phase. Terms, conditions, prices, methodology, or other features of the bidder s offer may be subject to negotiations and subsequent revision. As part of the negotiations, the bidder may be required to submit supporting financial, pricing, and other data in order to allow a detailed evaluation of the feasibility, reasonableness, and acceptability of the offer. The mandatory requirements of the Request for Proposal may not be negotiable and may remain unchanged unless GRDA determines that a change in such requirements is in the best interest of GRDA. BEST and FINAL GRDA may request best and final offers if deemed necessary, and shall determine the scope and subject of any best and final request. However, bidders should not expect an opportunity to strengthen their offers during negotiation and should submit their best offer based on the terms and condition set forth in this solicitation. Bidder Qualifications Evaluation GRDA may obtain information as necessary by following up on the information provided by the bidder and/or through other sources to determine or verify the ability of bidder to perform services under this contract. C.7. Bidder Capability GRDA will not assume that a bidder possesses any capability or deliverable not specifically stated in the bidder s proposal. C.8. Evaluation Criteria Firm Qualifications and Experience: management of company, staff experience, and financial capacity of company and/or available resources designated for this contract. Past Performance: prior experience and references from contacted sources as well as how this experience may relate to Scope of Work in the RFP. Technical Proposal: technical content, completeness and quality of technical proposal, and adherence to solicitation requirements. Pricing C.9. Evaluation Process The proposal shall be evaluated by the GRDA Finance Department management and staff. The evaluation will be presented to the Audit, Finance, Budget and Policy Committee of the Board of Directors. This Committee will review and make recommendations of award to the GRDA Board of Directors. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 5

6 D. PROPOSAL PREPARATION D.1. General The bidder must follow instructions contained in this RFP in preparing and submitting its response. The bidder is advised to thoroughly read and follow all instructions. The information required to be submitted in response to this RFP has been determined to be essential in the evaluation and contract award process. It is imperative that each bidder realizes that what is written in bidder s proposal, discussed in the selection process, presented during demonstration, and stated in clarification or negotiation meetings will become part of the successful bidder s final response and part of the contract documents. D.2. Proposal Content and Format The response should be typewritten on standard 8 ½ x 11 paper (larger paper is permissible for charts and spreadsheets), single sided, with numbered pages. The response should be prepared simply and economically in strict accordance with the format and instructional requirements of this solicitation in the same numerical and sequential order, and clearly labeled by tabs to ensure a fair, equitable, and timely evaluation. Responses should be a concise delineation of bidder s capabilities to satisfy the requirements of the information requested, with emphasis on completeness and clarity of content. GRDA reserves the right to reject any and all responses submitted that fail to conform to the requirements of the RFP and to request additional information from any bidder submitting a response. Bidders must ensure that offers are current and accurate. Incomplete responses or responses that are not prepared in accordance with this RFP may be eliminated from the evaluation process. PORTION OF PAGE INTENTIONALLY LEFT BLANK GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 6

7 D.3. Detailed Proposal Contents Responses should be prepared in the same numerical order as described in this section. Bidders must specifically address and respond to each item herein, stating whether the submission does or does not meet the stated requirements. Bidders must state how each of the requirements is met and not simply respond with such terms as agreed or complied with. Bidders may refer to attached materials but may not substitute such material for explicit responses. D.3.1. Required Forms and Information Bidder is to submit all forms required for this section. Absence of any of the required documents or failure to remedy its oversight may result in a response being non-responsive. D.3.1.1. Complete RFP Cover Page and Declaration Attachment # A D.3.1.2. Complete Non Collusion Affidavit Attachment # B. Must use the form as provided in attachment # B in this RFP to complete it. D.3.1.3. Acknowledgement of Amendment(s), if any. Bidder shall acknowledge all amendments associated to this RFP by either attaching the amendments or providing a statement of acknowledgement. D.3.1.4. A copy of Workers Compensation Insurance; other required insurances and bonds may be submitted upon request after award of contract. D.3.2. Firm Qualifications and Experience Describe the: Size of the firm, Type of firm (sole proprietor, corporation, LLC, etc.) along with the firm s current certificates, licenses or permits. Number and nature of the professional staff to be employed in this engagement on a full-time basis Number and nature of the staff to be so employed on a part-time basis. The professional background of the individuals responsible for the administration and provision of the services requested by this RFP along with their resume and any associated licensing or other credentials. GRDA may give preference to any bidder demonstrating utility or public power experience. Company information, both staffing and financial, for any subcontractor who is going to be engaged in the provision of services under this contract). Past experience of the firm which shall include a description of any other work or solutions similar in scope to this RFP currently or previously managed. Suppliers shall submit a description of their last three contracts (utilities, public power organizations, etc.) that were similar to this project in scope and size and include contact information for the individual provided in the form of name, phone number, address, fax number and email for each reference associated with the three contracts. The three (3) references should demonstrate the bidder s experience in the areas covered by the Scope of Work and the contacts provided should have direct experience in working with the bidder. D.3.3. Technical proposal Provide a statement of your understanding of the scope of services being requested and discuss your firm s ability to perform the duties in a timely manner. Describe the methodology, approach, and timeline for the work that you will perform. Describe any standards that will be utilized to assure that the services provided will be of expert quality. Describe types of work and documents that you will require from GRDA staff to complete the project. Indicate the earliest date that you may be able to start work on this project. D.3.4. Cost Proposal Describe a pricing structure. The attached price sheet (or similar form) shall identify the estimated hourly rate and number of hours expected of each of the firm s staff members. Hourly rates should include all administrative, overhead, and profit. All travel expenses to be incurred by the bidder in performance of this contract shall be included in the total bid price. NOTE: To the extent possible travel costs are generally subject to the requirements and limitations of the Oklahoma State Travel Reimbursement Act. Copies of receipts and invoices will be required for travel and incidental costs. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 7

8 E. GENERAL TERMS AND CONDITIONS Any contract or order issued by the Grand River Dam Authority (hereinafter referred to as GRDA) is expressly conditioned upon Seller s assent to these terms and conditions, unless otherwise agreed in writing. Any order issued or filled by Seller shall be deemed to constitute Seller s assent to these terms and conditions. Any additional or different terms submitted by the Seller are hereby expressly objected to by GRDA unless expressly agreed to in writing by GRDA. E.1. E.2. E.3. E.4. E.5. E.6. E.7. E.8. Mail or deliver all invoices or correspondence pertaining to the payment of this Purchase Order to: Accounts Payable Department, Grand River Dam Authority, P.O. Box 409, 226 West Dwain Willis Avenue, Vinita, Oklahoma 74301 or email to accountspayable@grda.com. If shipment is not made by routing instructions as specified on the face of this Purchase Order, GRDA reserves the right to deduct any excess transportation charges resulting therefrom. Copy of original freight bill must be supplied for payment. Time, in connection with any discount offered, will be computed from date of delivery of items, or from date the correct invoice is received in Vinita, Oklahoma, whichever period of time is the later date. No Oklahoma State Sales or Use Tax shall be included in payment of this Purchase Order. All articles, materials, equipment and supplies (hereinafter referred to as items ) covered by this Purchase Order, unless otherwise specified, are purchased subject to inspection before and during manufacture and upon arrival at destination. GRDA reserves the right to return for full credit and/or refund, at Seller s sole risks and expense, including all transportation and storage charges, all items found defective or furnished contrary to instructions and/or specifications contained herein. In case of default by Seller, GRDA may procure the items or services from other sources and hold Seller responsible for any excess cost occasioned thereby; provided, that if necessity requires the use of items not conforming to specifications, they may be accepted, and payment made at a proper reduction in price. Notwithstanding anything herein to the contrary, GRDA reserves the right to terminate this Purchase Order for its convenience in accordance with Contract Termination provisions set forth below. In the event of such termination, GRDA shall pay and Seller shall accept the reasonable value of all work performed and items delivered by Seller up through the effective date of such termination. Seller warrants that all items covered by this Purchase Order will conform to the specifications, drawings, samples or other description furnished by GRDA, or any revisions thereof, and any items purchased pursuant to this Purchase Order shall be subject to all warranties expressed or implied by law, and will be merchantable of good material and fit and sufficient for the purpose intended, and shall satisfy any performance guarantee requirements as specified herein by GRDA. In the event the items and/or services purchased hereunder do not meet the warranty specified hereinabove, Seller shall promptly repair or replace any defective item at its expense, or re-perform any necessary services, and shall hold GRDA harmless from any and all costs and expenses incurred due to said defective item or performance of services, including the cost for removing any part or product to be repaired or replaced, as well as transportation and installation charges in connection with the repair, replacement or servicing of any parts or equipment. Seller further agrees that the manufacturer s warranties and guaranties of the items purchased hereunder extended to Seller shall extend to GRDA. Seller shall indemnify and hold GRDA harmless from and against any and all loss, costs or expenses arising out of any liens or claims in any way related to the items or services furnished hereunder. Seller shall likewise indemnify and hold GRDA harmless from any patent, trademark or copyright infringement, except items supplied in accordance with design originating with GRDA. Seller shall be an independent contractor. Seller shall protect, defend, indemnify and hold GRDA harmless from any damage or injury to any persons, including Seller s employees or property, and from any claim, demand, action, cost or expense arising out of the activities hereunder as a result of Seller s negligent or intentional wrongful acts. In no event shall Seller s liability be limited under this Purchase Order for the negligent or intentional wrongful acts of the Seller. Seller shall, before any items are shipped and/or any services are commenced, provide GRDA with certificates evidencing that the following minimum insurance will remain in force until Seller s obligations are completed: (a) Workers Compensation Insurance, including Employer s Liability Insurance, in accordance with the laws of the state in which Seller may be required to pay compensation; and (b) Public Liability Insurance with an individual limit of not less than $100,000 and a total for any one accident of not less than $300,000, unless otherwise specified herein. This Purchase Order (including Seller s right to receive payments hereunder) shall not be assigned or subcontracted in whole or in part without GRDA s prior written consent. No assignment hereof shall relieve this assignor of its obligations hereunder. Service Contracts: By submitting a bid for services, the Bidder certifies that they, and any proposed Subcontractors, are in compliance with 25 O.S. 1313 and participate in the Status Verification System. The Supplier/Contractor/Consultant/Construction Manager/etc. certifies that it and all proposed Subcontractors, whether known or unknown at the time a contract is executed or awarded, are in compliance with 25 O.S. 1313 and participate in the Status Verification System. The Status Verification System is defined in 25 O.S. 1312 and includes, but is not limited to, the free Employment Verification Program (E-Verify) available at www.dhs.gov/e-verify. This shall remain in effect through the entire term, including all renewal periods, of the Contract. The State may request verification of compliance for any Contractor or Subcontractor. Should the State suspect or find the Contractor or any of its Subcontractors are not in compliance, the State may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 8

9 E.9. All Items shipped pursuant to this Purchase Order will conform with all municipal, state and federal laws, ordinances and regulations, and Seller will defend and save harmless GRDA from loss, costs or damage by reason of any actual or alleged violation thereof. E.10. GRDA hereby notifies Seller that Seller must comply, and by acceptance of this Purchase Order, Seller represents that it has complied with, and will continue to comply with, all applicable federal, state and local laws, regulations or orders. E.11. This Purchase Order shall be construed as being performed by both parties in Craig County, Oklahoma, and shall be governed in accordance with the laws of the State of Oklahoma. E.12. AUDIT RIGHTS. Contractor will, at all times during the term of this Contract and for a period of seven (7) years after the completion of this Contract, maintain and make available for inspection and audit by GRDA and/or the Oklahoma State Auditor, all books, supporting documents, accounting procedures, practices, and all other items relevant to the Contract. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 9

10 F. SPECIAL TERMS AND CONDITIONS F.1. F.1.1. Contract Type and Term This is a firm, fixed unit price (or time and materials), indefinite delivery and indefinite quantity contract. The GRDA may, or may not, buy the quantity mentioned in this RFP and the resultant contract. Any reference to quantity provided in this RFP and the resultant contract is an estimate only, and shall not serve to obligate the GRDA to purchase any minimum quantity, nor shall any such reference serve to establish any maximum quantity that the vendor is required to furnish. The vendor must clear all shipments, if applicable, with the GRDA prior to shipping any portion of this contract. Pricing as submitted shall contain all associated direct and indirect costs (e.g., shipping, insurance, fees, taxes, profit, overhead, general and administrative expenses). All travel expenses to be incurred by the vendor in performance of the contract shall be included in the total bid price. F.1.2. F.1.3. F.2. The initial contract term shall commence upon the GRDA s execution of the contract and will end after a one year period or upon satisfactory completion of the work by the seller and acceptance by the GRDA. The contractor shall not commence work, commit funds, incur costs, or in any way act to obligate GRDA until so notified in writing of the approval of the contract. GRDA, at its sole option, may choose to exercise an extension for ninety (90) days beyond the initial term, at the contract compensation rate for the extended period. If this option is exercised, GRDA shall notify the contractor in writing prior to contract end date. Contract Termination GRDA may terminate this Contract (1) for convenience upon sixty (60) days prior written notice to Contractor or (2) should the Work be delayed for a period in excess of ninety (90) days due to a force majeure condition. Termination charges in either event will include a portion of the purchase price reflecting the amount of work performed, Contractor work hours expended, and materials acquired at the time of termination. These charges will also include the expenses associated with the termination, including, but not limited to, any additional expense incurred by reason of termination or cancellation of agreements between Contractor and its suppliers, and any applicable costs allocated in contemplation of performance, including profit and overhead costs associated with the work performed. Contractor will make every reasonable effort to minimize such termination charges. All termination charges shall be due and payable thirty (30) days from the date of receipt of Contractor s invoice. No interest or penalty shall be charged by Contractor for late payment until forty-five (45) days after receipt of the invoice at GRDA s office. Contractor will be in default under this Agreement if the Contractor fails to perform any of its material obligations under this Agreement and such default continues for ten (10) days after written notice specifying the event of default is received from GRDA; provided, however, that such period shall be extended for an additional reasonable period if a cure cannot be effected within ten (10) days and if corrective action is initiated by the defaulting party within the ten (10) day period and so long as such action is diligently pursued until such default is corrected. For those material obligations that are not continuous in nature, a default shall be deemed to exist upon the third occurrence of Contractor s failure to satisfy its obligations hereunder within any continuous period of six (6) months. In the event the Contractor does not satisfy the foregoing material obligations regarding cure of the default, GRDA may, in addition to other rights to which it may be entitled, terminate this Contract as to one or more (including all) provisions immediately upon notice to Contractor. F.3. Certification Regarding Debarment, Suspension, and Other Responsibility Matters By submitting an offer to this solicitation: F.3.1. The prospective primary bidder and any subcontractor certifies to the best of their knowledge and belief, that they: F.3.1.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal, State of Oklahoma or local department or agency; F.3.1.2. Have not within a three-year period preceding this solicitation been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) contract; or for 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; F.3.1.3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph B.2.1.2. of this certification; and F.3.1.4. Have not within a three-year period preceding this solicitation had one or more public (Federal, State or local) contracts terminated for cause or default. F.3.2. F.4. Where the prospective primary bidder is unable to certify to any of the statements in this certification, such prospective bidder shall attach an explanation to its offer. Legal Contract GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 10

11 F.4.1. F.4.2. Submitted offers are rendered as a legal offer and when accepted by GRDA, shall constitute a contract. The contract resulting from this solicitation shall consist of the following documents in order of preference: F.4.2.1. Applicable State of Oklahoma Statutes and GRDA Purchasing Policies and Procedures; F.4.2.2. Contract award documents consisting of: F.4.2.2.1. Purchase Order (may be referred to as Blanket Agreement) and final agreed terms or agreement; and F.4.2.2.2. Contract Modifications (may be referred to as Addenda or Revision or Change Order); and F.4.2.2.3. Required certification statement F.4.2.3. This solicitation including amendments; and F.4.2.4. The successful bidder s bid response and any modifications thereto to the extent that the offer does not conflict with the requirements of the contract award documents, solicitation or applicable laws. In the event there is a conflict between any of the preceding documents, the contract award documents prevail over the solicitation, and both the contract award documents and the solicitation shall prevail over the successful offer. F.4.3. F.4.4. F.5. Any contract(s) awarded pursuant to the solicitation shall be legibly written or typed. By submitting a response to this RFP, bidders acknowledge and agree that they received, read, understand, and shall be bound by and comply with the contract. Pricing ALL travel expenses to be incurred by the successful bidder in performance of the contract shall be included in the total bid price/contract amount. F.6. F.6.1. F.6.2. F.7. F.7.1. F.7.2. F.8. F.8.1. F.8.2. F.8.3. Indemnity and Liability The Parties intend that each shall be responsible for its own intentional and negligent acts or omissions to act. GRDA shall be responsible for the acts and omissions to act of its officers and employees while acting within the scope of their employment according to the Governmental Tort Claims Act, Title 51 O.S. 151 et seq. The Contractor shall be responsible for any damages or personal injury caused by the negligent acts or omissions to act by its officers, employees, or agents. The Contractor agrees to hold harmless GRDA of any claims, demands and liabilities resulting from any act or omission on the part of the Contractor and/or its agents, servants, and employees in the performance of the contract. It is the express intention of the parties hereto that this agreement shall not be construed as, or given the effect of, creating a joint venture, partnership or affiliation or association that would otherwise render the parties liable as partners, agents, employer-employee or otherwise create any joint and several liability. GRDA does not waive any protection it has under the Governmental Tort Claims Act (51 O.S. 151 et seq.). Force Majeure Contractor will not be liable for failure to perform any obligation or delay in performance resulting from or contributed to by any cause beyond the control of Contractor or its suppliers if such cause was not reasonably foreseeable, or from any act of God; act of civil or military authority; act of war, whether declared or undeclared; act (including delay, failure to act or priority) of any governmental authority or GRDA; civil disturbance; insurrection or riot; sabotage; terrorist activities; fire; earthquake; flood; strike, work stoppage or other labor difficulty; embargo; car shortage; fuel or energy shortage; major equipment breakdown; delay or accident in shipping or transportation; or failure or delay beyond its reasonable control in obtaining necessary manufacturing facilities, labor or materials from usual sources. In the event of a delay in performance excusable under this Article, the date of delivery or time for performance of the Work will be extended by a period of time reasonably necessary to overcome the effect of the delay. Invoicing and Payment Contractor shall be paid upon submission of an accurate and proper invoice(s), as defined by Title 62 O.S. 34.73, to the agency, at the prices stipulated on the contract. At its discretion, GRDA reserves the right to require additional supporting documentation for the invoice. Failure to provide accurate invoices and applicable supporting documentation may result in delay of processing invoices for payment. Interest on late payments made by the State of Oklahoma is governed by Title 62 O.S. 34.71 and 62 O.S. 34.72. Contractor shall submit monthly invoices. Invoices shall reflect the price structure delineated in the agreement. It should also include the GRDA Purchase Order Number. Each invoice shall detail the work that was done by the Contractor, identify the GRDA Department for which the work was done, any required supporting documentation (timesheets, subcontractor invoice, etc.) along with the total cost due. GRDA shall endeavor to pay a correct invoice within thirty (30) days of acceptance. GRDA will make every effort to notify the Contractor within ten (10) days of receipt of invoice of any items questioned. The Contractor shall prepare verification data for the amount claimed and provide complete cooperation during such investigation of any areas in the invoice subject to question. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 11

12 F.8.4. Proper invoices shall be sent to: GRDA Accounts Payable 226 W. Dwain Willis Avenue Vinita, OK 74301 Phone: 918-256-5545 Email: accountspayable@grda.com F.9. Substitution of Personnel It is the intention of GRDA that the Contractor s personnel proposed for the contract will be available for the contract term. In the event the Contractor wishes to substitute personnel, he shall propose personnel of equal or higher qualifications in writing to GRDA and all replacement personnel are subject to GRDA approval. In the event substitute personnel are not satisfactory to GRDA and the matter cannot be resolved to the satisfaction of GRDA, GRDA reserves the right to cancel the Contract for cause. F.10. Audit and Records Clause F.10.1. As used in this clause, records includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form. In accepting any contract with GRDA, the successful bidder agrees any pertinent State or Federal agency shall have the right to examine and audit all records relevant to execution and performance of the contract. F.10.2. The successful bidder is required to retain records relative to the contract for the duration of the contract and for a period of seven (7) years following completion and/or termination of the contract. If an audit, litigation, or other action involving such records is started before the end of the seven-year period, the records are required to be maintained for two (2) years from the date that all issues arising out of the action are resolved, or until the end of the seven (7) year retention period, whichever is later. F.11. Employment Relationship The contract does not create an employment relationship. Individuals performing services required by this solicitation or a resulting contract are not employees of GRDA. The contractor s employees shall not be considered employees of GRDA for any purpose, and accordingly shall not be eligible for rights or benefits accruing to GRDA employees. F.12. Mutual Responsibilities GRDA and successful bidder agree that under this contract: F.12.1. Neither party grants the other the right to use any trademarks, trade names, or other designations in any promotion or publication without express written consent by the other party. F.12.2. This is a non-exclusive contract and each party is free to enter into similar contracts with others. F.12.3. Each party grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted. F.12.4. Where approval, acceptance, consent, or similar action by either party is required under this contract, such action shall not be unreasonably delayed or withheld. F.13. Conflict of Interest Successful bidder must disclose any contractual relationship or any other relevant contact with any GRDA personnel, co-owners, customer, or other State contractors involved in the development of this solicitation that result in a contract. Any conflict of interest shall, at the sole discretion of GRDA, be grounds for termination of project involvement; provided that such termination must be made within a reasonable time after disclosure of such relationships or contacts. In addition to any requirements of law or through a professional code of ethics or conduct, the successful bidder and the successful bidder s employees performing services for GRDA are required to disclose any outside activities or interests that conflict or may conflict with the best interests of GRDA. Further, such employees shall not plan, prepare, or engage in any activity that conflicts or may conflict with the best interests of GRDA during the period of this contract without prior written approval of GRDA. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any person or entity currently under contract with or seeking to do business with GRDA, its employees, other third-party individuals, or entities holding contracts with GRDA. F.14. Right to Renegotiate F.14.1. Prior to exercising GRDA s right to cancel a contract, GRDA may renegotiate an existing contract with a contractor for the purpose of obtaining more favorable terms for GRDA. F.14.2. POST AWARD MODIFICATIONS - Following contract award, during the term of the contract, GRDA may make changes or revisions within the scope of work of the contract resulting from this RFP. The GRDA and the contractor may negotiate in good faith any adjustments to terms, conditions, prices or other matters of mutual concern and interest. Such negotiations may be conducted in person, in writing, or by telephone and result in an addendum or modification to the contract. GRDA/PURCHASING UNIT SOLICITATION PACKAGE - PAGE 12