HomeMy WebLinkAboutParticipating States Terms and ConditionsAttachment D
Participating States Terms and Conditions
ALASKA
By signature on this bid the bidder certifies that the product offered is in compliance with the law. A list of
approved third party certifiers, warning labels and additional information is available from: Department of
Labor and Workforce Development, Labor Standards & Safety Division, Mechanical Inspection Section, P.O.
Box 107020, Anchorage, Alaska 99510-7020, (907) 269-4925.
19. SEVERABILITY: If any provision of the contract is declared by a court to be illegal or in conflict with any law
construed and enforced as if the contract did not contain the particular provision held to be invalid. INSTRUCTIONS 1
1. INVITATION TO BID (ITB) REVIEW: Bidders shall carefully review this ITB for defects and
questionable or objectionable material. Bidders' comments concerning defects and questionable or objectionable
material in the ITB must be made in writing and received by the purchasing authority at least ten (10) days
before the bid opening date. This will allow time for an amendment to be issued if one is required. It will also
help prevent the opening of a defective bid, upon which award cannot be made, and the resultant exposure of
bidders' prices. Bidders' original comments should be sent to the purchasing authority listed on the front of this
ITB,
2. BID FORMS: Bidders shall use this and attached forms in submitting bids. A photocopied bid may be submittec
3. SUBMITTING BIDS: Envelopes containing bids must be sealed, marked, and addressed as shown in the
example below. Do not put the ITB number and opening date on the envelope of a request for bid information.
Envelopes with ITB numbers annotated on the outside will not be opened until the scheduled date and time.
Bidder's Return Address
Department of Administration
Division of General Services
P.O. Box 110210
Juneau, Alaska 99811-0210
ITB No.:
Opening Date:
4. PRICES: The bidder shall state prices in the units of issue on this ITB. Prices quoted for commodities
must be in U.S. funds and include applicable federal duty, brokerage fees, packaging, and transportation cost to
the FOB point so that upon transfer of title the commodity can be utilized without further cost. Prices quoted for
services must be quoted in U.S. funds and include applicable federal duty, brokerage fee, packaging, and
transportation cost so that the services can be provided without further cost. Prices quoted in bids must be
exclusive of federal, state, and local taxes. If the bidder believes that certain taxes are payable by the State, the
bidder may list such taxes separately, directly below the bid price for the affected item. The State is exempt
from Federal Excise Tax except the following:
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• Coal - Internal Revenue Code of 1986 (IRC), Section 4121 - on the purchase of coal;
• "Gas Guzzler" - IRC, Section 4064 - on the purchase of low m.p.g. automobiles, except that police and other emer
• Air Cargo - IRC, Section 4271 - on the purchase of property transportation services by air;
• Air Passenger - IRC, Section 4261 - on the purchase of passenger transportation services by air carriers.
5. VENDOR TAX ID NUMBER: If goods or services procured through this ITB are of a type that is
required to be included on a Miscellaneous Tax Statement, as described in the Internal Revenue Code, a valid
tax identification number must be provided to the State of Alaska before payment will be made.
6. FILING A PROTEST: A bidder may protest the award of a contract or the proposed award of a
contract for supplies, services, or professional services. The protest must be filed in writing and include the
following information: (1) the name, address, and telephone number of the protester; (2) the signature of the
protester or the protester's representative; (3) identification of the contracting agency and the solicitation or
contract at issue; (4) a detailed statement of the legal and factual grounds of the protest, including copies of
relevant documents; and (5) the form of relief requested. Protests will be treated in accordance with Alaska
Statutes (AS) 36.30.560-36.30.610,
CONDITIONS:
1. AUTHORITY: This ITB is written in accordance with AS 36.30 and 2 AAC 12.
2. COMPLIANCE: In the performance of a contract that results from this ITB, the contractor must comply
with all applicable federal, state, and borough regulations, codes, and laws; and be liable for all required
insurance, licenses, permits and bonds; and pay all applicable federal, state, and borough taxes.
3. SUITABLE MATERIALS, ETC.: Unless otherwise specified, all materials, supplies or equipment
offered by a bidder shall be new, unused, and of the latest edition, version, model or crop and of recent
manufacture.
4. SPECIFICATIONS: Unless otherwise specified in the ITB, product brand names or model numbers
specified in this ITB are examples of the type and quality of product required, and are not statements of
preference. If the specifications describing an item conflict with a brand name or model number describing the
item, the specifications govern. Reference to brand name or number does not preclude an offer of a comparable
or better product, if full specifications and descriptive literature are provided for the product. Failure to provide
such specifications and descriptive literature may be cause for rejection of the offer.
5. FIRM OFFER: For the purpose of award, offers made in accordance with this ITB must be good and firm
for a period of ninety (90) days from the date of bid opening.
6. EXTENSION OF PRICES: In case of error in the extension of prices in the bid, the unit prices will govern; in
7. BID PREPARATION COSTS: The State is not liable for any costs incurred by the bidder in bid preparation.
8. CONSOLIDATION OF AWARDS: Due to high administrative costs associated with processing of
purchase orders, a single low bid of $50 or less may, at the discretion of the State, be awarded to the next low
bidder receiving other awards for consolidation purposes. This paragraph is not subject to the protest terms
enumerated in "INSTRUCTION TO BIDDERS", "FILING A PROTEST " above.
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9. CONTRACT FUNDING: Bidders are advised that funds are available for the initial purchase and/or the
first term of the contract. Payment and performance obligations for succeeding purchases and/or additional terms
of the contract are subject to the availability and appropriation of funds.
10. CONFLICT OF INTEREST: An officer or employee of the State of Alaska may not seek to acquire,
be a party to, or possess a financial interest in, this contract if (1) the officer or employee is an employee of the
administrative unit that supervises the award of this contract; or (2) the officer or employee has the power to
take or withhold official action so as to affect the award or execution of the contract.
11. ASSIGNMENT (S): Assignment of rights, duties, or payments under a contract resulting from this ITB
is not permitted unless authorized in writing by the State of Alaska, Department of Administration, and Division
of General Services. Bids that are conditioned upon the State's approval of an assignment will be rejected as
non -responsive. •
12. SUBCONTRACTOR (S): Within five (5) working days of notice, the apparent low bidder must submit
a list of the subcontractors that will be used in the performance of the contract. The list must include the name
of each subcontractor and the location of the place of business for each subcontractor and evidence of each
subcontractor's valid Alaska business license, Subcontractors can only be changed per AS 36.30.115 (b).
13. FORCE MAJEURE: (Impossibility to perform) The contractor is not liable for the consequences of
any failure to perform, or default in performing, any of its obligations under this Agreement, if that failure or
default is caused by any unforeseeable Force Majeure, beyond the control of, and without the fault or
negligence of, the contractor. For the purposes of this Agreement, Force Majeure will mean war (whether
declared or not); revolution; invasion; insurrection; riot; civil commotion; sabotage; military or usurped power;
lightning; explosion; fire; storm; drought; flood; earthquake; epidemic; quarantine; strikes; acts or restraints of
governmental authorities affecting the project or directly or indirectly prohibiting or restricting the furnishing or
use of materials or labor required; inability to secure materials, machinery, equipment or labor because of
priority, allocation or other regulations of any governmental authorities.
14. LATE BIDS: Late bids are bids received after the time and date set for receipt of the bids. Late bids will not be
15. CONTRACT EXTENSION: Unless otherwise provided in this ITB, the State and the successful
bidder/contractor agree: (1) that any holding over of the contract excluding any exercised renewal options, will
be considered as a month -to -month extension, and all other terms and conditions shall remain in full force and
effect and (2) to provide written notice to the other party of the intent to cancel such month -to -month extension
at least thirty (30) days before the desired date of cancellation.
16. DEFAULT: In case of default by the contractor, for any reason whatsoever, the State of Alaska may
procure the goods or services from another source and hold the contractor responsible for any resulting excess
cost and may seek other remedies under law or equity.
17. DISPUTES: Any dispute arising out of this agreement shall be resolved under the laws of Alaska. Any
appeal of an administrative order or any original action to enforce any provision of this agreement or to obtain
any relief from or remedy in connection with this agreement may be brought only in the superior court for the
State of Alaska.
18. CONSUMER ELECTRICAL PRODUCT: AS 45.45.910 requires that "...a person may not sell, offer
to sell, or otherwise transfer in the course of the person's business a consumer electrical product that is
manufactured after August 14, 1990, unless the product is clearly marked as being listed by an approved third
party certification program." Electrical consumer products manufactured before August 14, 1990, must either be
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clearly marked as being third party certified or be marked with a warning label that complies with AS
45.45.910(e). Even exempted electrical products must be marked with
SPECIAL CONDITIONS:
1. ORDER DOCUMENTS: Except as specifically allowed under this ITB, an ordering agency will not
sign any vendor contract. The State is not bound by a vendor contract signed by a person who is not specifically
authorized to sign for the State under this ITB. The State of Alaska Purchase Order, Contract Award and
Delivery Order are the only order documents that may be used to place orders against the contract(s) resulting
from this ITB.
2. BILLING INSTRUCTIONS: Invoices must be billed to the ordering agency's address shown on the
individual Purchase Order, Contract Award or Delivery Order, not to the Division of General Services. The
ordering agency will make payment after it receives the merchandise or service and the invoice. Questions
concerning payment must be addressed to the ordering agency.
3. CONTINUING OBLIGATION OF CONTRACTOR: Notwithstanding the expiration date of a
contract resulting from this ITB, the contractor is obligated to fulfill its responsibilities until warranty;
guarantee, maintenance and parts availability requirements have completely expired.
PREFERENCES:
1. ALASKAN BIDDER'S PREFERENCE: Award will be made to the lowest responsive and responsible
bidder after an Alaskan bidder's preference of five percent (5%) has been applied. The preference will be given
to a person who: (1) holds a current Alaska business license; (2) submits a bid for goods or services under the
name on the Alaska business license; (3) has maintained a place of business within the state staffed by the
bidder, or an employee of the bidder, for a period of six months immediately preceding the date of the bid; (4) is
incorporated or qualified to do business under the laws of the state, is a sole proprietorship and the proprietor is
a resident of the state, is a limited liability company organized under AS 10.50 and all members are residents of
the state, or is a partnership under AS 32.05 or AS 32.11 and all partners are residents of the state; and, (5) if a
joint venture, is composed entirely of venturers that qualify under (1) - (4) of this subsection. AS 36.30.170(b).
2. USE OF LOCAL FOREST PRODUCTS: In a project financed by state money in which the use of
timber, lumber and manufactured lumber is required, only timber, lumber and manufactured lumber products
originating in this state shall be used unless the use of those products has been determined to be impractical, in
accordance with AS 36.15.010.
3. LOCAL AGRICULTURAL AND FISHERIES PRODUCTS PREFERENCE: When agricultural,
dairy, timber, lumber, or fisheries products are purchased using state money, only those products harvested in
Alaska, or in the case of fisheries products harvested or processed within the jurisdiction of Alaska, will be
purchased, provided they are available, of comparable quality, and priced no more than seven percent (7%)
higher than products harvested outside the state, or in the case of fisheries products harvested or processed
outside the jurisdiction of the state, in accordance with AS 36.15.050.
4. ALASKA PRODUCT PREFERENCE: A bidder that designates the use of an Alaska Product which
meets the requirements of the ITB specification and is designated as a Class I, Class II or Class III Alaska
Product by the Department of Community & Economic Development shall receive a preference in the bid
evaluation in accordance with AS 36.30.332 and 3 AAC 92.010.
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5. EMPLOYMENT PROGRAM PREFERENCE: If a bidder qualifies for the AIaskan bidder's
preference, under AS 36.30.170(b), and is offering goods or services through an employment program, as
defined under 36.30.990(10), and is the lowest responsive and responsible bidder with a bid that is no more than
fifteen percent (15%) higher than the lowest bid, the procurement officer will make the award to that bidder, in
accordance with AS 36.30.170(c) and 2 AAC 12.050.
6. ALASKANS WITH DISABILITIES PREFERENCE: If a bidder qualifies for the Alaskan bidder's
preference, under AS 36.30.170(b), is a qualifying entity as defined in AS 36.30.170(e) and (j), and is the
lowest responsive and responsible bidder with a bid that is no more than ten percent (10%) higher than the
lowest bid, the procurement officer will make the award to that bidder, in accordance with AS 36.30.170(e).
7. EMPLOYERS OF PEOPLE WITH DISABILITIES PREFERENCE: If a bidder qualifies for the
Alaskan bidder's preference, under AS 36.30.170(b), and, at the time the bid is submitted, employs a staff that is
made up of fifty percent (50%) or more people with disabilities, as defined in AS 36.30.170(j), and submits a
responsive and responsible bid that is no more than ten percent (10%) higher than the lowest responsive and
responsible bid, the procurement officer will make the award to that bidder, in accordance with AS
36.30.170(0.
8. PREFERENCE QUALIFICATION LETTER: Regarding preferences 5, 6, and 7 above, the Division
of Vocational Rehabilitation in the Department of Labor and Workforce Development maintains lists of
Alaskan; [1] employment programs that qualify for preference, [2] individuals who qualify for preference as
Alaskan's with disabilities, and, [3] employers who qualify for preference as employers of people with
disabilities. In accordance with AS 36.30.170(j), in order to qualify for one of these preferences, a bidder must
add value by actually performing, controlling, managing, and supervising the services provided, or for supplies,
a bidder must have sold supplies of the general nature solicited to other state agencies, governments, or the
general public.
As evidence of an individual's or a business' right to a certain preference, the Division of Vocational
Rehabilitation will issue a certification letter. To take advantage of the preferences 5, 6, or 7 above, an
individual or business must be on the appropriate Division of Vocational Rehabilitation list, at the time the bid
is opened, and must provide the procurement officer a copy of their certification letter. Bidders must attach a
copy of their certification letter to their bid. The bidder's failure to provide the certification letter mentioned
above, with their bid, will cause the State to disallow the preference.
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COLORADO
Participating Addendum Execution
Orders may not be placed by Purchasing Entities in Colorado until execution of a Participating Addendum. In
addition to terms that may be necessary to adopt this award to orders placed in Colorado, the following terms
and conditions shall be included.
I. Controller's Approval. CRS 24-30-202 (1) This contract shall not be deemed valid until it has been
approved by the Controller of the State of Colorado or such assistant as he may designate.
II. Vendor Offset. Pursuant to CRS 24-30-202.4 (as amended), the State Controller may withhold
debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child support debt
or child support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in
Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (d) owed amounts required to be paid to the Unemployment Compensation Fund; and (e)
other unpaid debts owing to the State or any agency thereof, the amount of which is found to be owing as
a result of final agency determination or reduced to judgment as certified by the controller.
III.Non-appropriation Clause. Financial obligations of the State of Colorado payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budgeted,
and otherwise made available,
IV.Insurance. To follow are the minimum insurance requirements. Any solicitation
requirement(s) that may exceed the ones listed here will apply to the resulting contract.
A. Standard Insurance Requirements.
1. The contractor shall obtain, and maintain at all times during the term of this agreement,
insurance in the following kinds and amounts:
(a) Workers' Compensation Insurance as required by state statute, and Employer's Liability
Insurance covering all of contractor's employees acting within the course and scope of their employment.
(b) Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent, covering premises operations, fire damage, independent contractors, products and completed
operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as
follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor shall
immediately obtain additional insurance to restore the full aggregate limit and furnish to the State a
certificate or other document satisfactory to the State showing compliance with this provision.
(c) Automobile Liability Insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit as follows: $1,000,000 each accident combined single limit.
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(d) Professional liability insurance with minimum limits of liability of not less than
$ . (To be specified in the solicitation.)
2. The State of Colorado shall be named as additional insured on the Commercial General Liability
and Automobile Liability Insurance policies (leases and construction contracts will require the additional
insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent).
Coverage required of the contract will be primary over any insurance or self-insurance program carried by the
State of Colorado.
3. The Insurance shall include provisions preventing cancellation or non -renewal without at least 45
days prior notice to the State by certified mail.
4. The contractor will require all insurance policies in any way related to the contract and secured
and maintained by the contractor to include clauses stating that each carrier will waive all rights of recovery,
under subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers,
agents, employees and volunteers.
5. All policies evidencing the insurance coverages required hereunder shall be issued by insurance
companies satisfactory to the State.
6. The contractor shall provide certificates showing insurance coverage required by this contract to
the State within 7 business days of the effective date of the contract, but in no event later than the
commencement of the services or delivery of the goods under the contract. No later than 15 days prior to the
expiration date of any such coverage, the contractor shall deliver the State certificates of insurance evidencing
renewals thereof. At any time during the term of this contract, the State may request in writing, and the
contractor shall thereupon within 10 days supply to the State, evidence satisfactory to the State of compliance
with the provisions of this section.
7. Notwithstanding subsection A of this section, if the contractor is a "public entity" within the
meaning of the Colorado Governmental Immunity Act CRS 24-10-101, et seq., as amended ("Act'), the
contractor shall at all times during the term of this contract maintain only such liability insurance, by
commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by the
State, the contractor shall show proof of such insurance satisfactory to the State.
V. Software Piracy Prohibition. Governor's Executive Order D 002 00
No State or other public funds payable under this contract shall be used for the acquisition,
operation or maintenance of computer software in violation of United States copyright laws
or applicable licensing restrictions. The Contractor hereby certifies that, for the term of this
Contract and any extensions, the Contractor has in place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that the Contractor is in
violation of this paragraph, the State may exercise any remedy available at law or equity or
under this contract, including, without limitation, immediate termination of the contract and
any remedy consistent with United States copyright laws or applicable licensing restrictions.
VI. Employee Financial Interest. CRS 24-18-201 & CRS 24-50-507
The signatories aver that to their knowledge, no employee of the State of Colorado has any
personal or beneficial interest whatsoever in the service or property described herein.
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MONTANA
Standard Terms and Conditions
Os
ACCEPTANCE/REJECTION OF BIDS, PROPOSALS, OR LIMITED SOLICITATION RESPONSES:
The State reserves the right to accept or reject any or all bids, proposals, or limited solicitation responses,
wholly or in part, and to make awards in any manner deemed in the best interest of the State. Bids, proposals,
and limited solicitation responses will be firm for 30 days, unless stated otherwise in the text of the invitation
for bid, request for proposal, or limited solicitation.
ACCESS AND RETENTION OF RECORDS: The contractor agrees to provide the department, Legislative
Auditor, or their authorized agents, access to any records necessary to determine contract compliance (Mont.
Code Ann. § 18-1-118). The contractor agrees to create and retain records supporting the services rendered or
supplies delivered for a period of three years after either the completion date of the contract or the conclusion of
any claim, litigation, or exception relating to the contract taken by the State of Montana or third party.
ALTERATION OF SOLICITATION DOCUMENT: In the event of inconsistencies or contradictions
between language contained in the State's solicitation document and a vendor's response, the language
contained in the State's original solicitation document will prevail. Intentional manipulation and/or alteration of
solicitation document language will result in the vendor's disqualification and possible debarment.
ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The contractor shall not assign, transfer or
subcontract any portion of the contract without the express written consent of the department. (Mont. Code
Ann, § 18-4-141.)
AUTHORITY: The following bid, request for proposal, limited solicitation, or contract is issued under
authority of Title 18, Montana Code Annotated, and the Administrative Rules of Montana, Title 2, chapter 5.
COMPLIANCE WITH LAWS: The contractor must, in performance of work under the contract, fully comply
with all applicable federal, state, or local laws, rules and regulations, including the Montana Human Rights Act,
the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990,
and Section 504 of the Rehabilitation Act of 1973. Any subletting or subcontracting by the contractor subjects
subcontractors to the same provision. In accordance with section 49-3-207, MCA, the contractor agrees that the
hiring of persons to perform the contract will be made on the basis of merit and qualifications and there will be
no discrimination based upon race, color, religion, creed, political ideas, sex, age, marital status, physical or
mental disability, or national origin by the persons performing the contract.
CONFORMANCE WITH CONTRACT: No alteration of the terms, conditions, delivery, price, quality,
quantities, or specifications of the contract shall be granted without prior written consent of the State
Procurement Bureau. Supplies delivered which do not conform to the contract terms, conditions, and
specifications may be rejected and returned at the contractor's expense.
DEBARMENT: The contractor certifies, by submitting this bid or proposal, that neither it nor its principals are
presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction (contract) by any governmental department or agency. If the contractor cannot
certify this statement, attach a written explanation for review by the State.
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DISABILITY ACCOMMODATIONS: The State of Montana does not discriminate on the basis of disability
in admission to, access to, or operations of its programs, services, or activities. Individuals, who need aids,
alternative document formats, or services for effective communications or other disability -related
accommodations in the programs and services offered, are invited to make their needs and preferences known to
this office. Interested parties should provide as much advance notice as possible.
FACSIMILE RESPONSES: Facsimile responses will be accepted for invitations for bids, small purchases or
limited solicitations ONLY if they are completely received by the State Procurement Bureau prior to the time
set for receipt. Bids, or portions thereof, received after the due time will not be considered. Facsimile responses
to requests for proposals are ONLY accepted on an exception basis with prior approval of the procurement
officer.
FAILURE TO HONOR BID/PROPOSAL: If a bidder/offeror to whom a contract is awarded refuses to
accept the award (PO/contract) or, fails to deliver in accordance with the contract terms and conditions, the
department may, in its discretion, suspend the bidder/offeror for a period of time from entering into any
contracts with the State of Montana.
FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligations due to causes
beyond its reasonable control, including without limitation, acts or omissions of government or military
authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars,
terrorist acts, or any other causes, directly or indirectly beyond the reasonable control of the non -performing
party, so long as such party is using its best efforts to remedy such failure or delays.
HOLD HARMLESS/INDEMNIFICATION: The contractor agrees to protect, defend, and save the State, its
elected and appointed officials, agents, and employees, while acting within the scope of their duties as such,
harmless from and against all claims, demands, causes of action of any kind or character, including the cost of
defense thereof, arising in favor of the contractor's employees or third parties on account of bodily or personal
injuries, death, or damage to property arising out of services performed or omissions of services or in any way
resulting from the acts or omissions of the contractor and/or its agents, employees, representatives, assigns,
subcontractors, except the sole negligence of the State, under this agreement.
LATE BIDS AND PROPOSALS: Regardless of cause, late bids and proposals will not be accepted and will
automatically be disqualified from further consideration. It shall be solely the vendor's risk to assure delivery at
the designated office by the designated time. Late bids and proposals will not be opened and may be returned to
the vendor at the expense of the vendor or destroyed if requested.
PAYMENT TERM: All payment terms will be computed from the date of delivery of supplies or services OR
receipt of a properly executed invoice, whichever is later. Unless otherwise noted in the solicitation document,
the State is allowed 30 days to pay such invoices. All contractors will be required to provide banking
information at the time of contract execution in order to facilitate State electronic funds transfer payments.
RECIPROCAL PREFERENCE: The State of Montana applies a reciprocal preference against a vendor
submitting a bid from a state or country that grants a residency preference to its resident businesses. A
reciprocal preference is only applied to an invitation for bid for supplies or an invitation for bid for
nonconstruction services for public works as defined in section 18-2-401(9), MCA, and then only if federal
funds are not involved. For a list of states that grant resident preference, see
http://www.mt.govldoalgsd/procurementlreciprocalpreference.asp.
REFERENCE TO CONTRACT: The contract or purchase order number MUST appear on all invoices,
packing lists, packages and correspondence pertaining to the contract.
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REGISTRATION WITH THE SECRETARY OF STATE: Any business intending to transact business in
Montana must register with the Secretary of State. Businesses that are incorporated in another state or country,
but which are conducting activity in Montana, must determine whether they are transacting business in Montana
in accordance with sections 35-1-1026 and 35-8-1001, MCA. Such businesses may want to obtain the guidance
of their attorney or accountant to determine whether their activity is considered transacting business.
If businesses determine that they are transacting business in Montana, they must register with the Secretary of
State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain
registration materials, call the Office of the Secretary of State at (406) 444-3665, or visit their website at
http://www.sos.state.mt.us.
SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision
of the contract is illegal and void shall not affect the legality and enforceability of any other provision of the
contract, unless the provisions are mutually dependent.
SHIPPING: Supplies shall be shipped prepaid, F.O.B. Destination, unless the contract specifies otherwise.
SOLICITATION DOCUMENT EXAMINATION: Vendors shall promptly notify the State of any
ambiguity, inconsistency, or error, which they may discover upon examination of a solicitation document.
TAX EXEMPTION: The State of Montana is exempt from Federal Excise Taxes (#81-0302402).
TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Contractor acknowledges that no
state funds may be expended for the purchase of information technology equipment and software for use by
employees, program participants, or members of the public unless it provides blind or visually impaired
individuals with access, including interactive use of the equipment and services, that is equivalent to that
provided to individuals who are not blind or visually impaired. (Mont. Code Ann. § 18-5-603.) Contact the
State Procurement Bureau at (406) 444-2575 for more information concerning nonvisual access standards.
TERMINATION OF CONTRACT: Unless otherwise stated, the State may, by written notice to the
contractor, terminate the contract in whole or in part at any time the contractor fails to perform the contract.
UNAVAILABILITY OF FUNDING: The contracting agency, at its sole discretion, may terminate or reduce
the scope of the contract if available funding is reduced for any reason. (Mont. Code Ann. § 18-4-313(4).)
U.S. FUNDS: All prices and payments must be in U.S. dollars.
VENUE: This solicitation is governed by the laws of Montana. The parties agree that any litigation concerning
this bid, request for proposal, limited solicitation, or subsequent contract, must be brought in the First Judicial
District in and for the County of Lewis and Clark, State of Montana, and each party shall pay its own costs and
attorney fees. (Mont. Code Ann. § 18-I-401.)
WARRANTIES: The contractor warrants that items offered will conform to the specifications requested, to be
fit and sufficient for the purpose manufactured, of good material and workmanship and free from defect. Items
offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the State.
They shall be equal in quality and performance to those indicated herein. Descriptions used herein are specified
solely for the purpose of indicating standards of quality, performance and/or use desired. Exceptions will be
rejected.
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UTAH
1. AUTHORITY: Provisions of this contract are pursuant to the authority set forth in 63-56, Utah Code
Annotated, 1953, as amended, Utah State Procurement Rules (Utah Administrative Code Section R33), and
related statutes which permit the STATE to purchase certain specified services, and other approved purchases
for the STATE.
2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this contract shall
be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the
State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake
City, in the Third Judicial District Court for Salt Lake Co.
3. LAWS AND REGULATIONS: Any and all supplies, services and equipment proposed and furnished will
comply fully with all applicable Federal and State laws and regulations.
4. RECORDS ADMINISTRATION: The Contractor will maintain, or supervise the maintenance of all
records necessary to properly account for the payments made to the Contractor for costs authorized by this
contract. These records will be retained by the Contractor for at least four years after the contract terminates, or
until all audits initiated within the four years have been completed, whichever is later. The Contractor agrees to
allow the State and Federal auditors, and State agency staff, access to all the records to this contract, for audit
and inspection, and monitoring of services. Such access will be during normal business hours, or by
appointment.
5. CONFLICT OF INTEREST: Contractor certifies that it has not offered or given any gift or compensation
prohibited by the laws of the State of Utah to any officer or employee of the STATE or participating political
subdivisions to secure favorable treatment with respect to being awarded this contract.
6. INDEPENDENT CONTRACTOR: Contractor will be an independent Contractor, and as such will have
no authorization, express or implied to bind the STATE to any agreements, settlements, liability or
understanding whatsoever, and agrees not to perform any acts as agent for the STATE, except as expressly set
forth herein. Compensation stated herein will be the total amount payable to the Contractor by the STATE.
The Contractor will be responsible for the payment of all income tax and social security tax due as a result of
payments received from the STATE for these contract services. Persons employed by the STATE and acting
under the direction of the STATE will not be deemed to be employees or agents of the Contractor.
7. INDEMNITY CLAUSE: The Contractor will release, protect, indemnify and hold the STATE and the
respective political subdivisions and their officers, agencies, employees, harmless from and against any damage,
cost or liability, including reasonable attorney's fees for any or all injuries to persons, property or claims for
money damages arising from acts or omissions of the Contractor, his employees or subcontractors or volunteers,
8. EQUAL OPPORTUNITY CLAUSE: The Contractor agrees to abide by the provisions of Title VI and VII
of the Civil Rights Act of 1964 (42USC 2000e) which prohibits discrimination against any employee or
applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or
national origin; and further agrees to abide by Executive Order No, 11246, as amended, which prohibits
discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section
504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits
discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's Executive Order,
dated March 17, 1993, which prohibits sexual harassment in the work place.
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9. SEVERABILITY: If any provision of this contract is declared by a court to be illegal or in conflict with
any law, the validity of the remaining terms and provisions will not be affected; and the rights and obligations
of the parties will be construed and enforced as if the contract did not contain the particular provision held to be
invalid.
10. RENEGOTIATION OR MODIFICATIONS: The terms of this contract will not be waived, altered,
modified, supplemented or amended in any manner whatsoever without prior written approval of the State
Director of Purchasing.
11. DEBARMENT: The Contractor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction (contract), by any governmental department or agency. If the Contractor cannot certify this
statement, attach a written explanation for review by the STATE. The Contractor must notify the State Director
of Purchasing within 30 days if debarred by any governmental entity during the Contract period.
12. TERMINATION: Unless otherwise stated in the Special Terms and Conditions, this contract may be
terminated, with cause by either party, in advance of the specified termination date, upon written notice being
given by the other party. The party in violation will be given ten (10) working days after notification to correct
and cease the violations, after which the contract may be terminated for cause. This contract may be terminated
without cause, in advance of the specified expiration date, by either party, upon 90 days prior written notice
being given the other party. On termination of this contract, all accounts and payments will be processed
according to the financial arrangements set forth herein for approved services rendered to date of termination.
13. NONAPPROPRIATION OF FUNDS: The Contractor acknowledges that the State cannot contract for the
payment of funds not yet appropriated by the Utah State Legislature. If funding to the State is reduced due to an
order by the Legislature or the Governor, or is required by State law, or if federal funding (when applicable) is
not provided, the State may terminate this contract or proportionately reduce the services and purchase
obligations from the State upon 30 days written notice. In the case that funds are not appropriated or are
reduced, the State will reimburse Contractor for products delivered or services performed through the date of
cancellation or reduction, and the State will not be liable for any future commitments, penalties, or liquidated
damages.
14. TAXES: Proposal prices will be exclusive of state sales, use and federal excise taxes. The State of Utah's
sales and use tax exemption number is E33399. The tangible personal property or services being purchased are
being paid from STATE funds and used in the exercise of that entity's essential functions. If the items being
purchased are construction materials, they will be converted into real property by employees of this government
entity, unless otherwise stated in the contract, or contract orders. The State of Utah's Federal excise exemption
number is 87-780019K.
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15. WARRANTY: The Contractor agrees to warrant and assume responsibility for all products
(including hardware, firmware, and/or software products) that it licenses, contracts, or sells to the State
of Utah under this contract for a period of one year, unless otherwise specified and mutually agreed
upon elsewhere in this contract. The Contractor (seller) acknowledges that all warranties granted to the
buyer by the Uniform Commercial Code of the State of Utah apply to this contract. Product liability
disclaimers and/or warranty disclaimers from the seller are not applicable to this contract unless
otherwise specified and mutually agreed upon elsewhere in this contract. In general, the Contractor
warrants that: (I) the product will do what the salesperson said it would do, (2) the product will live up
to all specific claims that the manufacturer makes in their advertisements, (3) the product will be
suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any
special purposes that the STATE has relied on the Contractor's skill or judgment to consider when it
advised the STATE about the product, (5) the product has been properly designed and manufactured,
and (6) the product is free of significant defects or unusual problems about which the STATE has not
been warned. Remedies available to the STATE include the following: The Contractor will repair or
replace (at no charge to the STATE) the product whose nonconformance is discovered and made known
to the Contractor in writing. If the repaired and/or replaced product proves to be inadequate, or fails of
its essential purpose, the Contractor will refund the full amount of any payments that have been made.
Nothing in this warranty will be construed to limit any rights or remedies the State of Utah may
otherwise have under this contract.
16. PARTICIPANTS: This is a contract to provide the State of Utah government departments,
institutions, agencies and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) with
the goods and/or services described in the proposal.
17. POLITICAL SUBDIVISION PARTICIPATION: Participation under this contract by political
subdivisions (i.e., colleges, school districts, counties, cities, etc.) will be voluntarily determined by the
political subdivision. The Contractor agrees to supply the political subdivisions based upon the same
terms, conditions and prices.
18. QUANTITY ESTIMATES: The STATE does not guarantee to purchase any amount under the
contract to be awarded. Estimated quantities are for proposing purposes only and are not to be construed
as a guarantee to purchase any amount.
19. DELIVERY: The prices proposed will be the delivered price to any state agency or political
subdivision. Unless otherwise specified by the State, all deliveries will be F.O.B. destination with all
transportation and handling charges paid by the Contractor. Responsibility and liability for loss or
damage will remain with Contractor until final inspection and acceptance when responsibility will pass
to the Buyer except as to latent defects, fraud, and Contractor's warranty obligations. The minimum
shipment amount will be found in the special terms and conditions. Any order for less than the specified
amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any
portion of an order to be shipped without transportation charges that is back ordered will be shipped
without transportation charges.
20. REPORTS: The Contractor will submit quarterly reports to the State Purchasing Agent showing
the quantities and dollar volume of purchases by each agency and political subdivision.
21. PROMPT PAYMENT DISCOUNT: Offeror may quote a prompt payment discount based upon
early payment; however, discounts offered for less than 30 days will not be considered in making the
award. The prompt payment discount will apply to payments made with purchasing cards and checks.
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The date from which discount time is calculated will be the date a correct invoice is received or receipt
of shipment, whichever is later; except that if testing is performed, the date will be the date of
acceptance of the merchandise.
22. FIRM PRICES: Unless otherwise stated in the special terms and conditions, for the purpose of
award, offers made in accordance with this solicitation must be good and firm for a period of ninety (90)
days from the date of proposal opening.
23. PRICE GUARANTEE, ADJUSTMENTS: The contract pricing resulting from this proposal will
be guaranteed for the period specified. Following the guarantee period, any request for price adjustment
must be for an equal guarantee period, and must be made at least 30 days prior to the effective date.
Requests for price adjustment must include sufficient documentation supporting the request. Any
adjustment or amendment to the contract will not be effective unless approved by the State Director of
Purchasing. The STATE will be given the immediate benefit of any decrease in the market, or
allowable discount.
24. ORDERING AND INVOICING: Orders will be placed by the using agencies directly with the
Contractor. All orders will be shipped promptly in accordance with the delivery guarantee. The
Contractor will then promptly submit invoices to the ordering agency. The STATE contract number and
the agency ordering number will appear on all invoices, freight tickets, and correspondence relating to
the contract order. The prices paid by the STATE will be those prices on file with the Division of
Purchasing. The STATE has the right to adjust or return any invoice reflecting incorrect pricing.
25. PAYMENT: Payments are normally made within 30 days following the date the order is delivered
or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess
overdue account charges up to a maximum rate of one percent per month on the outstanding balance.
Payments may be made via a State of Utah (or political subdivision) "Purchasing Card" (major credit
card). All payments to the Contractor will be remitted by mail unless paid by Purchasing Card.
26. MODIFICATION OR WITHDRAWAL OF PROPOSALS: Proposals may be modified or
withdrawn prior to the time set for the opening of proposals. After the time set for the opening of
proposals, no proposals may be modified or withdrawn.
27. PROPOSAL PREPARATION COSTS: The STATE is not liable for any costs incurred by the
offeror in proposal preparation.
28. INSPECTIONS: Goods furnished under this contract will be subject to inspection and test by the
Buyer at times and places determined by the Buyer. If the Buyer finds goods furnished to be incomplete
or not in compliance with proposal specifications, the Buyer may reject the goods and require Contractor
to either correct them without charge or deliver them at a reduced price, which is equitable under the
circumstances. If Contractor is unable or refuses to correct such goods within a time deemed reasonable
by the Buyer, the Buyer may cancel the order in whole or in part. Nothing in this paragraph will
adversely affect the Buyer's rights including the rights and remedies associated with revocation of
acceptance under the Uniform Commercial Code.
29. PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold the Buyer,
its officers, agents and employees harmless from liability of any kind or nature, including the
Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-
patented invention, article or appliance furnished or used in the performance of this contract.
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30. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet
rights, or delegate responsibilities under this contract, in whole or in part, without the prior written
approval of the State Director of Purchasing.
31. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the STATE
to declare Contractor in default of the contract: 1. Nonperformance of contractual requirements; 2. A
material breach of any term or condition of this contract. The STATE will issue a written notice of
default providing a period in which Contractor will have an opportunity to cure. Time allowed for cure
will not diminish or eliminate Contractor's liability for liquidated or other damages. If the default
remains, after Contractor has been provided the opportunity to cure, the STATE may do one or more of
the following: 1. Exercise any remedy provided by law; 2. Terminate this contract and any related
contracts or portions thereof; 3. Impose liquidated damages, if liquidated damages are listed in the
contract; 4. Suspend Contractor from receiving future proposal solicitations.
32. FORCE MAJEURE: Neither party to this contract will be held responsible for delay or default
caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The STATE
may terminate this contract after determining such delay or default will reasonably prevent successful
performance of the contract.
33. HAZARDOUS CHEMICAL INFORMATION: The Contractor will provide one set of the
appropriate material safety data sheet(s) and container label(s) upon delivery of a hazardous material to
the user agency. All safety data sheets and labels will be in accordance with each participating state's
requirements.
34. NON -COLLUSION: By signing the proposal, the offeror certifies that the proposal submitted has
been arrived at independently and has been submitted without collusion with, and without any
agreement, understanding or planned common course of action with, any other vendor of materials,
supplies, equipment or services described in the Solicitation, designed to limit independent proposing or
competition.
35. PUBLIC INFORMATION: Contractor agrees that the contract will be a public document, as far
as distribution of copies, and Contractor gives the STATE express permission to make copies of the
contract and/or of the response to the solicitation in accordance with the State of Utah Government
Records Access and Management Act. The permission to make copies as noted will take precedence
over any statements of confidentiality, proprietary information, or copyright information.
36. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any
way in the sale of any supplies, services, construction, or insurance to the State of Utah is violating the
law if the person gives or offers to give any compensation, gratuity, contribution, loan or reward, or any
promise thereof to any person acting as a procurement officer on behalf of the State, or who in any
official capacity participates in the procurement of such supplies, services, construction, or insurance,
whether it is given for their own use or for the use or benefit of any other person or organization (63-56-
1002, Utah Code Annotated, 1953, as amended).
37. ENERGY CONSERVATION AND RECYCLED PRODUCTS: The contractor is encouraged to
offer Energy Star certified products or products that meet FEMP (Federal Energy Management
Program) standards for energy consumption. The State of Utah also encourages contractors to offer
products that are produced with recycled materials, where appropriate, unless otherwise requested in this
solicitation.
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38. CONFLICT OF TERMS: Contractor Terms and Conditions that apply must be in writing and
attached to the contract. No other Terms and Conditions will apply to this contract including terms
listed or referenced on a Contractor's website, terms listed in a Contractor quotation/sales order, etc. In
the event of any conflict in the contract terms and conditions, the order of precedence shall be: I. State
Standard Terms and Conditions; 2. Additional State Terms and Conditions; 3, Contractor Terms and
Conditions.
39. LOCAL WAREHOUSE AND DISTRIBUTION: The Contractor will maintain a reasonable
amount of stock warehoused in the State of Utah for immediate or emergency shipments. Shipments are
to be made in the quantities as required by the various ordering agencies. Orders for less than the
minimum specified amount will have transportation charges prepaid by the Contractor and added as a
separate item on the invoice. Any portion of an order to be shipped without transportation charges that
is back ordered will be shipped without charge. Revision date: 7/5/2005
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WASHINGTON
1. Definitions. The following terms shall have the meanings set forth below. In addition to the terms
defined below, the terms defined in the State of Nevada Convenience Price Agreement and the terms
defined as Washington State Standard Definitions (revised 6/17/02) attached herein as Exhibit I, shall
have the meaning set forth therein, and such definitions are hereby incorporated into this Addendum by
this reference.
"WSCA" means the Western States Contracting Alliance.
"STATE" means the State of Washington, acting by and through its Department of General
Administration Office of State Procurement Services.
"OSP", means the Office of State Procurement, State of Washington, Department of General
Administration.
"WSPC" means the Washington State Purchasing Cooperative, whose members include where
applicable: Washington State agencies, Political subdivisions of the State of Washington, Qualified
Non-profit Corporations, Institutions of Higher Education (e.g. Colleges and Universities, Community
and Technical Colleges) who choose not to purchase independently under RCW 23.B.10.029.
"PRICE AGREEMENT" means the Master Price Agreement No. 6416, between Contractor and the
WSCA (via the Lead State — Nevada), which sets forth general terms and conditions for purchase by
Authorized Purchasers of the goods and services described therein.
"AUTHORIZED PURCHASER and PURCHASER" means an agency of the State of Washington or
any authorized WSPC member that submits a Purchase Order to Contractor.
"PURCHASE ORDER" means the purchase order document or agency field order submitted to
Contractor by an Authorized Purchasers which specifies the quantity and type of goods or services that
Contractor will provide to the Authorized Purchaser under the terms of the Price Agreement and this
Addendum.
2. Terms of the Agreement. The terms and conditions of the Price Agreement are hereby
incorporated by this reference into and made a part of this Addendum. In the event of a conflict between
the terms and conditions of this Addendum and the terms and conditions of the Price Agreement, the
terms and conditions of this Addendum, together with its Exhibits, shall take precedence.
3. Entire Agreement. The terms and conditions of this Addendum, along with its Exhibits, and the
terms and conditions of the Price Agreement, together with its Exhibits, set forth the entire agreement of
the parties with respect to the subject matter hereof.
4. Changes to Agreement. State reserves the right at any time to select or deselect product catalogues
awarded in the Price Agreement. Contractor to modify their available product selections to Purchaser as
advised by the state. Terms and conditions inconsistent with, contrary to or in addition to the terms and
conditions of this Addendum and the Price Agreement, together with their Exhibits, shall not be
modified by any subsequent Purchase Order or otherwise by other means, and any such attempts to
modify such terms and conditions shall have no effect, whatsoever, unless the modification is made
according to the terms of the Price Agreement or this Addendum.
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5. Addendum. The terms of this Addendum shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever except by a written agreement signed by State and Contractor and
approved by all necessary parties.
6. Purchase Orders. Authorized Purchasers may purchase goods and services under the Price
Agreement and this Addendum by submitting a Purchase Order to Contractor for any of the goods or
services specified. Contractor shall receive orders via phone, fax, on-line or in person at no additional
costs. Contractor shall accept electronic funds transfer, check, Purchase Card (P-Card) for payment
without any additional cost.
7. Purchasing Restrictions. Notwithstanding the previous Section 3, only Authorized Purchasers may
purchase from this contract. Contractor shall not process purchase orders from unauthorized purchaser
under this Agreement. It is the contractor's responsibility to verify purchaser's status prior to processing
orders received under this contract. OSP publishes and updates periodically a list of Authorized
Purchasers included in the State of Washington Purchasing Cooperative (WSPC). A list of Washington
members is available on the Internet http://www.ga.wa.gov/pca/cooplist.htm.
Contractor shall clearly communicate at the point of sale to the Purchaser that the Contractor will not
accept a Purchase Order nor sell under this Agreement any item not covered by the Western States
Contracting Alliance (WSCA) Price Agreement. Items not included in the WSCA Price Agreement
shall be sold separately and not be included on the Purchase Order.
8. Liability of Purchase Order. Contractor, by executing this Addendum, acknowledges and agrees
that the State of Washington shall only be liable for purchases made by State of Washington agencies
that issue Purchase Orders to the Contractor that incorporate this Addendum and the Price Agreement,
and that other Purchasers shall be responsible for any purchase they make under a Purchase Order issued
by them. The State of Washington expressly disclaims any liability for any purchase made under a
Purchase Order issued by other Purchasers, or any other entity.
Contractor agrees to look solely to the Authorized Purchaser for payments related to Purchase Orders
issued by that Authorized Purchaser, and for any other rights and remedies Contractor may have at law
or in equity arising out of the sale and purchase of Contractor's goods or services and the resulting
contractual relationship, if any, with each such Authorized Purchaser. Further, Contractor acknowledges
and agrees that Authorized Purchasers shall be entitled to the same warranties, rights, remedies and
benefits that the State has required under the Price Agreement and this Addendum for any purchases
made by such Authorized Purchasers pursuant to Purchase Orders.
9. Warranties. All goods provided to Authorized Purchasers by Contractor shall be free and clear of
any liens or encumbrances and shall be new, unless otherwise provided in the Price Agreement. All
goods provided to Authorized Purchasers by Contractor that are not new shall perform and be subject to
all warranties as if new. Contractor warrants all goods delivered to be free from defects in labor,
material and manufacture and to be in compliance with the specifications set out in the Price Agreement.
All implied warranty provisions of the UCC are hereby incorporated by reference.
Further, Contractor represents and warrants to State that Contractor has the power and authority to enter
into and perform this Addendum and that this Addendum, when executed and delivered, shall be a valid
and binding obligation of Contractor enforceable in accordance with its terms.
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