REQUEST FOR BID # 27-05 February 3, 2005

UNIVERSITY OF MAINE

PURCHASING DEPARTMENT

ORONO, MAINE 04469-5765

EQUIPMENT BID FOR PRODUCTION OF A SHEET PILE DIE

1.0 GENERAL INFORMATION

1.1 The University of Maine System, acting through The University of Maine, is seeking quotes for equipment as outlined in the attached documents.

For reference, the University of Maine will hereinafter be referred to as the "University." Each firm responding to this Request for Bid will be referred to as the "Bidder", and the bidder selected to provide equipment to the University will be referred to as the "Contractor."

1.2 Purpose: To select an extrusion die manufacturer to produce a custom die for the extrusion of a wood composite sheet pile cross section. The die is a proprietary design of the Advanced Engineered Wood Composite Center of the University of Maine.

1.3 Award: The University intends right to award this bid all to one vendor. The University reserves the right to conduct any tests it may deem advisable and to make all evaluations. The University reserves the right to reject any or all bids, in whole or in part and is not necessarily bound to accept the lowest bid if that bid is contrary to the best interests of the University. The University reserves the right to waive minor irregularities. Scholarships, donations, or gifts to the University, will not be considered in the evaluation of bids/proposals. A bid may be rejected if it is in any way incomplete or irregular. When there are tie bids, there shall be a preference for "in-state bidders". When tie bids are both in-state or both out-of-state, the award will be made to the bid that arrives first in the Purchasing Department.

1.4 Award Protest: Bidders may appeal the award decision by submitting a written protest to the Director or Purchasing within five (5) business days of the date of the award notice, with a copy of the protest to the successful bidder. The protest must contain a statement of the basis for the challenge

1.5 Debarment: Submission of a signed bid or proposal in response to this solicitation is certification that your firm (or any subcontractor) is not currently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any State or Federal department or agency. Submission is also agreement that the University will be notified of any change in this status.

1.6 Communication with the University: It is the responsibility of the bidder to inquire about any requirement of this RFB that is not understood. Responses to inquiries, if they change or clarify the RFB in a substantial manner, will be forwarded by addenda to all parties that have received a copy of the RFB. Addenda will also be posted on our web site, www.umaine.edu/purchasing/. The University will not be bound by oral responses to inquiries or written responses other than addenda.

Inquiries must be made to: Rick Guthrie

Purchasing Department

University of Maine

5765 Service Building

Orono, Maine 04469-5765

(207) 581-3734

1.7 Bid Envelope: If a special envelope is not furnished, or if return in the special envelope is not possible, the signed bid should be returned in an envelope or package, sealed and identified as follows:

From ________________ __________ __________ __________

Name Due Date Time Bid No.

1.8 Product Information: The die must conform to design criteria

1.9 Submission: A signed original plus 2 copies of the bid must be received at the University Purchasing Department, 5765 Service Building, Orono, Maine 04469-5765, no later than 2:00 P.M. local time Tuesday, February 15, 2005, for a public opening. Bidders are strongly encouraged to submit bids in advance of the due date to avoid the possibility of missing the 2:00 deadline due to unforeseen circumstances. Vendors assume the risk of the methods of dispatch chosen. The University assumes no responsibility for delays caused by any package or mail delivery service. Postmarking by the due date WILL NOT substitute for receipt of bid. Bids must be date and time stamped by the Purchasing Department on time to be considered. In the event that the University is closed because of inclement weather at the time that a bid is due, the bid will be opened at the same time on the next day that the University is open. Vendors may wish to call 207-581-SNOW or 800-581-SNOW if the weather is bad, to learn if the University has closed. Bids received after the due date and time will be returned unopened. Additional time will not be granted to any single vendor, however additional time may be granted to all vendors when the University determines that circumstances require it. FAXED BIDS OR E-MAIL BIDS WILL NOT BE ACCEPTED.

1.10 Costs of Preparation: Bidder assumes all costs of preparation of the bid and any presentations necessary to the bidding process.

1.11 Evaluation Criteria: Award will be made to the low bidder provided that all other requirements are satisfactorily met. However, consideration will be given to:

delivery

references

ability to meet specifications

warranty terms

1.12 Specification Protest Process and Remedies: If a bidder feels that the specifications are written in a way that limits competition, a specification protest may be sent to the Purchasing Department. Specification Protests will be responded to within five (5) business days of receipt. Determination of protest validity is at the sole discretion of the University. The due date of the bid may be changed if necessary to allow consideration of the protest and issuance of any necessary addenda. Specification protests shall be presented to the University in writing as soon as identified, but no less than five (5) business days prior to the bid opening date and time. No protest against the award due to the specifications shall be considered after this deadline.

Protests shall include the reason for the protest and any proposed changes to the specifications. Protests should be delivered to the Purchasing Department in sealed envelopes, clearly marked as follows:

SPECIFICATION PROTEST, RFB #______

1.13 Bid Understanding: By submitting a bid, the bidder agrees and assures that the specifications are adequate, and the bidder accepts the terms and conditions herein. Any exceptions should be noted in your response.

2.0 TERMS AND CONDITIONS

2.1 Acceptance Tests: Acceptance tests will be conducted to demonstrate that specifications can be met. Failure to satisfy this acceptance test may result in rejection of the die with no financial obligation incurred by the University.

2.2 Assignment: Neither party of the Contract shall assign the Contract without the prior written consent of the other, nor shall the Contractor assign any money due or to become due without the prior written consent of the University.

2.3 Availability of Funds: It is understood and agreed between the parties herein that the University shall be bound only to the extent of the funds available or which may become available for the purpose of this agreement.

2.4 Clarification of Responsibilities: If the Contractor needs clarification of or deviation from the terms of the contract, it is the Contractor's responsibility to obtain written clarification or approval from Richard Guthrie, University of Maine Purchasing Department.

2.5 Contract Administration: The University of Maine Purchasing Department or its designee shall be the University's authorized representative in all matters pertaining to the administration of this contract.

2.6 Contract Modification and Amendment: The parties may adjust the specific terms of this contract where circumstances beyond the control of either party require modification or amendment. Any modification or amendment proposed by the Contractor must be in writing to the Purchasing Department. Any agreed upon modification or amendment must be in writing and signed by both parties.

2.7 Delivery Notification: The University shall be notified forty-eight (48) hours prior to delivery so that personnel may be available to allow access to the building and verify items received. Notification shall be made to Vernon Darling at 207-581-2160.

2.8 Litigation: This Contract and the rights and obligations of the parties hereunder shall be governed and construed in accordance with the laws of the State of Maine. The Contractor agrees that any litigation, action or proceeding arising out of this Contract, shall be instituted in state court located in the State of Maine.

2.9 Payments: Payment will be upon submittal of an invoice to the Purchasing Department by the Contractor on a net 30 basis unless discount terms are offered. Invoice must include the purchase order number.

2.10 Time is of the Essence: All work, including the successful conclusion of final acceptance, shall be completed by April 29, 2005. It is understood and agreed by the Contractor that time is of the essence in the delivery of supplies, services, materials or equipment of the character and quality specified in this document. In the event these specified supplies, services, materials or equipment are not delivered by the date specified, there will be deducted 1% of the bid amount per day for each and every calendar day of delay beyond the time specified; except that if the delivery be delayed by acts of God, civil or military catastrophes, transportation delays, inability to obtain materials or parts from suppliers, or other force majeure beyond the Contractor's reasonable control, an extension of time as the University deems appropriate may be granted. Upon receipt of a written request and justification for an extension from the Contractor, the University may extend the time for performance of the contract or delivery of goods herein specified, at its sole discretion, for good cause shown.

3.0 SPECIFICATIONS

Specifications will be provided upon return of a legally executed non-disclosure agreement.

4.0 SUBMISSION REQUIREMENTS

4.1 Transportation Charges: Quotations must be F.O.B. Destination. Prices quoted will be considered to include all charges for transportation, packaging, crates, containers, insurance, duty and brokerage charges, etc. necessary to complete delivery on an F.O.B. Destination basis.

4.2 Warranty: All materials and equipment shall be fully guaranteed against defects for a period of one (1) year following date of acceptance.

Provide warranty information, both on parts and labor, applying to all equipment that may be purchased as a result of this Request for Bid. This would include units/components not manufactured by the seller.

4.3 Lead Time: Successful bidder must guarantee delivery of completed die by April 29, 2005.

4.4 References: A list of three references is required to be submitted with your quotation. These references should be agencies your firm has done business with in the past year on projects with a similar scope to this one.

Company Name:

Address:

City: State: Zip Code:

Contact Person:

Phone Number: ( ) Fax Number: ( )

Company Name:

Address:

City: State: Zip Code:

Contact Person:

Phone Number: ( ) Fax Number: ( )

Company Name:

Address:

City: State: Zip Code:

Contact Person:

Phone Number: ( ) Fax Number: ( )

CONFIDENTIAL DISCLOSURE AGREEMENT

This agreement, effective _______, 2005, by and between University of Maine, Advanced Engineered Wood Composites Center hereinafter DISCLOSER and _(name)___, ___(company_______, _(address)__, ______, ________ hereinafter referred to as DISCLOSEE.

WITNESSETH:

WHEREAS, DISCLOSER has developed and has a proprietary interest in a certain intellectual Property described as wood-plastic composites waterfront retaining walls, hereinafter referred to as TECHNOLOGY.

WHEREAS, DISCLOSEE wishes to receive information concerning the TECHNOLOGY for the purpose of evaluating said TECHNOLOGY;

NOW, THEREFORE, the parties agree as follows:

All information concerning the TECHNOLOGY shall be kept confidential by DISCLOSEE for a period of five years from the date first above written provided that such information is not:

a) in the public domain at the time of such disclosure. Information concerning the TECHNOLOGY shall be deemed in the public domain only if the DISCLOSEE can establish that the full particulars of the information are, in the combination disclosed to the DISCLOSEE, well known or generally used within pertinent field.

b) subsequently made available to the public by DISCLOSER or any third party having a right to disclose the information;

c) received from a third party legally entitled to disclose the information to DISCLOSEE;

d) possessed by DISCLOSEE at the time of disclosure. Information concerning the TECHNOLOGY which DISCLOSEE asserts it knew before this agreement must, as a condition of entitling the DISCLOSEE to this exception, have been in actual commercial or at least experimental use by DISCLOSEE prior to DISCLOSEE receiving the information.

The DISCLOSEE shall prevent unauthorized use and disclosure of all information concerning the TECHNOLOGY.

In order to assert an exception to the restrictions on use and disclosure of the information concerning the TECHNOLOGY, the DISCLOSEE must by notice to the DISCLOSER assert and shall have the burden of proving the exception contemplated at sections a) through d) above, within 10 days of any claim of exception by notice to the DISCLOSER with the details of the basis for the asserted exception, supported by all available information in the DISCLOSEE'S possession. Any assertion of an exception at section a) through d) above, in response to DISCLOSER'S claim of unauthorized use or disclosure, must, in order to be effective, made within 10 days of DISCLOSER'S claim of unauthorized use or disclosure by DISCLOSEE, and, when made, accompanied by a detailed statement describing upon the basis of which the exception the DISCLOSEE asserts that its use or disclosure is authorized, which statement shall be accompanied by all the DISCLOSEE'S documentary basis for asserting the exception.

DISCLOSEE acknowledges that breach of this agreement could materially adversely affect the DISCLOSER'S investment in the development of the TECHNOLOGY and potential for obtaining a suitable licensee. The DISCLOSEE acknowledges that it would be adequate proof of damages, in the event of breach of this agreement by the DISCLOSEE, for the DISCLOSER to establish competitive activities have arisen which have impaired the economic expectations concerning the TECHNOLOGY.

This agreement shall be governed by the law of the State of Maine.

IN WITNESS WHEREOF, each of the parties has caused this agreement to be executed and duly sealed.

DISCLOSER

University of Maine System, by and for

Advanced Engineered Wood Composites Center

Habib J. Dagher, Director, AEWC Center

Date: January 31, 2005

DISCLOSEE

(Name of Company)

(Name and Title)

Date: