HomeMy WebLinkAboutNotice Of Contract AwardState of Oklahoma
CENTRAL PURCHASING DIVISION
Will Rogers Building
2401 N. Lincoln Blvd., Ste. 116
Oklahoma City, OK 73105
Notice of Contract Award
January 1, 2006
On Behalf of The National Association of State Procurement Officials (NASPO)
CONTRACT TITLE
CONTRACT NUMBER
CONTRACTORS
CONTRACT PERIOD
TYPE OF CONTRACT
Automated External Defibrillators (AEDs)
SW60300
Cardiac Science Contract #750
Medtronic Physio-Control Contract #752
Philips Medical Systems Contract #751
NOTE: Contractors accept Purchase Cards. Each contractor's contact
and product information is provided under separate sections of this
contract.
January 1, 2006 through December 31, 2006, with options to renew for four (4)
additional years, at one-year intervals, at the same terms and conditions.
This is a mandatory on-line catalog contract with websites of various
contractors offering the following features:
Multiple search options
Display contract pricing
On-line ordering capability
Order status and order tracking capabilities
Order history
Users may develop personal lists and profiles
A secure means of storing procurement card information.
On-line assistance in site use
The contract will provide CPR and AED training to state personnel and other authorized users
and make biphasic Automated External Defibrillators (AEDs), devices used to treat a patient with
cardiac arrest whose heart is beating irregularly (fibrillating), available to all state offices as first
AUTHORIZED USERS Contractors are to accept orders issued by authorized users including, but not
limited to, cities, counties, rural communities, school districts, municipalities,
health care facilities, and other public access locations as first responders
(depending upon ordering authority).
DISCOUNTS
Ordering entities should make special note of the cumulative and volume
discounts offered by each contractor. Agencies placing orders together will
enjoy greater discounts than those that choose to order alone.
FOB DESTINATION State(s) accept legal title of goods at point of delivery. Contractor determines
mode of freight and accepts responsibility for payment of freight charges.
Contractor accepts responsibility for processing of freight claims.
Questions concerning this contract should be directed to:
PRIMARY CONTACT
Amanda Spencer, CPPB, CPO
Contracting & Procurement Officer
Telephone No.: 405-521-2133
Fax No.: 405-521-4475
E-mail: amanda spencerrii,dcs.state.ok.us
SECONDARY CONTACT
Billy McMeans, CPPB, CPO
Branch Chief
Telephone No.: 405-521-3705
Fax No.: 405-521-4475
E-mail: billy mcrneans(dcs.state.ok.us
2
Table of Contents
Page
Purpose 3
Participating States 3
Contract Period 4
Usage Information 4
Oklahoma Instructions to Bidders 4
Inquiries 5
Proposal Submission 5
Bidder Response 5
Definitions 7
Evaluation and Award 11
Standard Terms and Conditions 11
Warranties 13
Special Provisions 17
NASPO Standard Terms and Conditions 19
Participating States Unique Terms and Conditions 24
Minimum Required Specifications 26
3
Automated External Defibrillators (AED)
1.0. PURPOSE: The State of Oklahoma, as the "lead state", and on behalf of the National Association of
State Procurement Officials (NASPO), offers this contract for the purchase of Automated External
Defibrillators (AED) for placement in State and Local. Government Agencies, rural community First
Responders, health care facilities and other public access locations.
1.1. PARTICIPANTS: "National Association of State Procurement Officials (NASPO) is a non-profit
association dedicated to strengthening the procurement community through education, research, and
communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the
District of Columbia and the territories of the United States. NASPO is an organization through which the
member purchasing officials provide leadership in professional public purchasing, improve the quality of
purchasing and procurement, exchange information and cooperate to attain greater efficiency and economy.
NASPO is facilitating a cooperative contract for use by state government departments, institutions and
political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for all fifty (50) states. Obligations
under this contract are limited to those Participating States who have expressed (and not revoked) an Intent
to Contract at the time of award, or who have executed a Participating Addendum where contemplated by the
contract. Financial obligations of Participating States are limited to the orders placed by the departments or
other state agencies and institutions having available funds. Participating States incur no financial
obligations on behalf of political subdivisions. Unless otherwise specified in the contract, participating
addendum or the resulting price agreement(s) will be permissive. A copy of the Participating Addendum
may be downloaded from either the Contracts or Department of Central Services website(s).
1.2. PARTICIPATING STATES: Oklahoma, Louisiana, Nevada, North Dakota, Missouri, Hawaii and
others that may be added after contract awards.
1.2.1. Contractors have determined they can meet product demands nationwide.
1.2.4. In the best interest of the states involved, NASPO, Participating States, and Purchasing Entities reserve
the right to competitively solicit additional sources for these commodities during the contract term. Further,
Participating States may have existing awards for commodities within the scope of this contract.
4.0. VOLUME DISCOUNTS
General: End users are encouraged to check the contractor's sections on this site for additional volume and
other price discount options which can distinguish between individual order minimum quantities, cumulative
volume discounts, and other discount terms.
4.1. Cumulative Ordering Volume Discounts: Contractors have identified additional percentage discounts
for total cumulative ordering volumes (by all Purchasing Entities) that exceed an amount specified. If the
volume of total orders exceeds that amount in any quarter, the offered discount will apply to future orders
during the term of the award(s), as extended through the exercise of any options.
5.0. OKLAHOMA INSTRUCTIONS TO CONTRACTORS
5.1. The State of Oklahoma's Statutes and Promulgated Rules are hereby incorporated by reference into this
contract as if set forth herein in their entirety, and are located on the Internet at http://www.dcs.ok.gov
6.1.3. Technical data, illustrations, Material Safety Data Sheets, parts availability, instructions for use, and
access to web -based product sourcing are upon delivery of products or service.
6.4. AUTOMATED EXTERNAL DEFIBRILLATOR TRAINING (Oklahoma Requirement), In
accordance with the Oklahoma State Department of Health promulgated rules: OAC 310:641-7-60, Part 13,
instructors approved by the American Red Cross, American Heart Association. National Safety Council, or a
Department of Health Approved training program shall be deemed acceptable to the State(s) as approved
training programs for persons administering emergency defibrillation in accordance with 76 O.S. Supp. 1999
§ 5A. Training programs offered by approved providers shall be at least four (4) four hours in length and
cover the use of the automated external defibrillator (AED) and cardiopulmonary resuscitation (CPR).
6.5. Title 76, Section 5A (Title 76 O.S.§5A.) - State of Oklahoma Statue as it provides immunity from
civil liability for persons giving medical care or treatment using automated external defibrillators (AEDs).
A. 1. A person who is qualified pursuant to this subsection and who, in good faith and without expectation of
compensation, renders emergency care or treatment outside of a medical facility by the use of an
automated external defibrillator shall be immune from civil liability for personal injury which results
from the use of the device, except for acts of gross negligence or willful or wanton misconduct.
2. A person is qualified pursuant to this subsection upon successful completion of appropriate training
in the use of automated external defibrillators and cardiopulmonary resuscitation. Appropriate
training shall consist of a course of at least four (4) hours of training in the use of automated external
defibrillators and cardiopulmonary resuscitation. Providers and instructors of these courses shall be
approved pursuant to rules adopted by and shall be subject to approval or disapproval in the discretion
of the Commissioner of Health. These rules may include appropriate periodic retraining at intervals
established by the Commissioner by rule.
13. 1. A qualified person or entity which owns, leases, possesses, or otherwise controls an automated
external defibrillator shall be immune from civil liability for personal injury which results from the
use of the device, except for acts of gross negligence or willful or wanton misconduct.
2. A person or entity is qualified pursuant to this subsection if the person or entity:
a. Requires users of its automated external defibrillator to be qualified pursuant to subsection A of
this section, and
b. Maintains and tests its automated external defibrillator according to the manufacturer's
instructions.
c. For purposes of this section:
1.-Automated external defibrillator" means a medical device consisting of a heart
monitor and defibrillator which:
a. has received approval of its premarket notification, filed pursuant to 21 U.S.C., Section
360(k), from the United States Food and Drug Administration,
b. is capable of recognizing the presence or absence of ventricular fibrillation or rapid
ventricular tachycardia, and is capable of determining, without intervention by an operator,
whether defibrillation should be performed, and upon determining that defibrillation should be
performed, automatically charges and requests delivery of an electrical impulse to an
individual's heart; and
2.-Entity- means public and private organizations including, but not limited to, the State of
Oklahoma. any participating state, and its agencies and political subdivisions, a proprietorship.
partnership, Limited Liability Company, corporation, or other legal entity, whether or not operated
for profit.
5
8.0. STANDARD TERMS AND CONDITIONS
8.2. CONTRACT JURISDICTION: This agreement and resulting contract will be governed in all aspects by
the laws of the state of Oklahoma. In the event any litigation shall occur concerning the terms and conditions of
this contract or the rights and duties of the parties, the parties agree that such suit shall be maintained in the
District Courts of Oklahoma. To the extent that a provision of the contract is contrary to the Constitution or
Law of this state, or the United States, the provision shall be void and unenforceable. However, the balance of
the contract shall remain in force between the parties.
8.3. ADVERTISING: Contractors shall not advertise or publish information concerning this contract in any
form or media without prior written consent from the State Purchasing Director.
8.4. SUBCONTRACTS/ASSIGNMENT: Contractor shall not subcontract or assign its obligations under
this contract without the prior written consent of the State Purchasing Director. The Contractor shall be
responsible to ensure that all requirements of the contract shall flow down to any and all subcontractors.
8.5. RIGHTS AND REMEDIES: In the event of any claim for default or breach of contract, no provision in
this document shall be construed, expressly or by implication, as a waiver by the State of any existing or
future right and/or remedy available by law. Failure of the State to insist upon the strict performance of any
term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the
contract or by law, or the acceptance of (or payment for) materials, equipment or services, shall not release
the Contractor from any responsibilities or obligations imposed by this contract or by law, and shall not be
deemed a waiver of any right of the State to insist upon the strict performance of the contract. Performance
problems should be resolved between the contractor and the end user. In the event the two parties are unable
to reach resolution, either party should refer such problems and/or disagreements to the Contracting &
Procurement Officer assigned to this contract in writing for resolution.
8.6. BREACH, DEFAULT, TERMINATION
8.6.1. Breach: A breach of a term or condition of the contract shall mean any one or more of the following
events: (1) Contractor fails to perform the services by the date required or by a later date as may be agreed to
in a written amendment to the contract signed by the State(s); (2) Contractor breaches any warranty or fails to
perform or comply with any term or agreement in the contract; (3) Contractor makes any general assignment
for the benefit of creditors; (4) in the State's sole opinion, Contractor becomes insolvent or in an unsound
financial condition so as to endanger performance hereunder; (5) Contractor becomes the subject of any
proceeding under any law relating to bankruptcy, insolvency or reorganization, or relief from creditors and/or
debtors; (6) any receiver, trustee, or similar official is appointed for Contractor or any of the Contractor's
property; (7) Contractor is determined to be in violation of federal, state, or local laws or regulations and that
such determination, in the State's sole opinion renders the Contractor unable to perform any aspect of the
contract.
8.6.2. Default: A Contractor may be declared in default for failing to perform a contractual requirement or
for a material breach of any term or condition.
8.6.3. Termination for Convenience: The state may terminate this contract, in whole or in part, at any time
and for any reason by giving thirty (30) calendar days written termination notice to Contractor.
8.6.4. Termination for Breach and/or Default: Except in the case of delay or failure resulting from
circumstances beyond the control and without the fault or negligence of the Contractor or of the Contractor's
suppliers or subcontractors, the State shall be entitled, by written or oral notice, to cancel and/or terminate
this contract in its entirety or in part for breach and/or for default of any of the terms herein and to have all
other rights against Contractor by reason of the Contractor's breach as provided by law.
8.6.5. Termination by Mutual Agreement: The State or the Contractor may terminate this contract in
whole or in part, at any time, by mutual agreement with thirty (30) calendar days written notice from one
party to the other.
8.6.6. Immediate Cancellation: The State may immediately cancel this contract when violations are found
to be an impediment to the function of the agency and detrimental to its cause. or when conditions preclude
the 30 day notice.
6
8.6.7. Cancellation due to Lack of Funding: This contract may be reduced, canceled, and not renewed,
should the legislature fail to appropriate sufficient funds, or the occurrence of the reduction in or elimination
of Federal funding occur, as the source(s) of funding to the State of Oklahoma for the payment as required
under this contract.
8.6.8. Payment Liability of Contract is Terminated: If this contract is terminated, the ordering
jurisdiction shall be liable only for payment under the payment provisions of this contract for supplies and/or
services rendered before the effective date of termination.
8.6.9. Sanctions: Any violations of the mandatory provisions of this contract shall be a material breach of
contract for which the contractor may be subject to a requirement of specific performance, or damages and
sanctions provided by contract, or by applicable laws.
8.7. OPPORTUNITY TO CURE DEFAULT
8.7.1. Events: In the event that Contractor fails to perform a contractual requirement or materially breaches
any term or condition, the State(s) may issue an oral, followed by a written notice of default and provide a
period of time in which Contractor shall have the opportunity to cure. Time allowed for cure shall not
diminish or eliminate Contractor's liability for liquidated or other damages. The State is not required to
allow the Contractor to cure defaults if the opportunity for cure is not feasible, as determined solely by the
State. The State may terminate the contract for nonperformance, breach or default without allowing the
opportunity to cure by the Contractor.
8.7.2. Remedies: If the nonperformance, breach or default remains after Contractor has been provided the
opportunity to cure, the State may do one or more of the following:
Exercise any remedy provided by law.
Terminate this contract and any related contracts or portions thereof
Impose liquidated damages.
In the case of default by the contractor, and to the extent permitted by the law of the Participating State or
Purchasing Entity, suspend contractor from receiving future solicitations and/or awards of contracts.
8.7.3. Legal Fees:
A. The Contractor covenants and agrees that in the event suit is instituted by the purchaser for any
nonperformance, breach or default on the part of the Contractor, and the Contractor is adjudged by a court of
competent jurisdiction, he shall pay to the purchaser all costs, expenses expended or incurred by the
purchaser in connection therewith, and reasonable attorney's fees.
B. Performance problems should be resolved between the contractor and the end user. In the event the two
parties are unable to reach resolution, either party should refer such problems and/or disagreements to the
Contracting and Procurement Officer assigned to this contract in writing for resolution.
8.9. EXTENSION of CONTRACT: At the end of the 60-month period, the State may extend the term of
this contract up to 90 days if mutually agreed upon by both parties in writing.
9.0. WARRANTIES
9.1. Product: Contractor warrants that all materials, equipment. and/or services offered in the bid response
shall be tit for the purpose(s) for which intended, for merchantability, and shall conform to the requirements
and specifications herein. Acceptance of any service and inspection incidental thereto by the State shall not
alter or affect the obligations of the Contractor or the rights of the State. To the extent any limitations of
liability herein is construed by a court of competent jurisdiction to be a limitation of liability in violation of
Oklahoma law, such limitation of liability shall be void.
7
9.2. Price: Contractor warrants that prices of materials, equipment, and services set forth herein do not
exceed those charged by the Contractor to any other customer purchasing the same goods or services under
similar conditions and in like or similar quantities.
9.3. Price Adjustments: Manufacturer's price increases, or other increases in the cost of doing business may
not be passed on to the State(s). Any price decrease effectuated during the contract period by reason of
market change shall be passed on to the State(s). No price reduction on a statewide contract may be offered
to an agency unless that reduction is offered to all agencies through the Contracting & Procurement Officer
assigned to this contract in writing. (This stipulation does not apply to price reductions due to volume or
cumulative ordering discounts.)
9.4. Date Compliance: Contractor warrants fault free performance in the processing of date and date -related
data including, but not limited to, calculation, comparing, and sequencing by all equipment and software
provided pursuant to this contract, individually and in combination, when used in accordance with the
product documentation provided by the contractor. Fault free performance shall include the manipulation of
this data when dates are in the 20th or 21st centuries and shall be transparent to the user.
9.5. Liens, Claims, and Encumbrances: All materials, equipment or services shall be free of liens, claims,
and/or encumbrances of any kind. If the State requests, a formal release of same shall be delivered to the
State.
10.0. STATE and FEDERAL TAXES: Purchases by the State of Oklahoma are not subject to any sales tax
or Federal excise tax. Exemption certificates will be furnished upon request.
11.0. ORDERING: Orders resulting from this contract will be placed directly with the contractor by the
individual Purchasing entity. The contractors have toll free telephone numbers for use by those entities
located outside of the contractor's toll free area. This includes both telephone and facsimile access. The
contractors will ship and bill as requested by the ordering agency. The ordering agency will remit payment
directly to the contractor. The number of locations will vary by participating NASPO states. Any supplies
and/or services to be furnished under this contract shall be ordered by issuance of written purchase orders by
state agencies and authorized entities. There is no limit on the number that may be issued. Delivery to
multiple destinations may be required. All orders are subject to the terms and conditions of this contract. Any
order dated prior to expiration of this contract shall be performed. In the event of conflict between a
purchase order and this contract, the contract shall have precedence.
11.1.Minimum Order Requirement: No minimum order requirements are imposed except those required
for quantity discounts.
11.2. Shipping and Delivery: All deliveries shall be F.O.B. Destination within thirty (30) calendar days
after receipt of order. Destination shall mean delivered to the receiving dock or other point specified in the
purchase order. To lessen risk of damage to equipment, products are to be shipped to end -user direct from the
manufacturer. The requisitioning agency/state assumes no responsibility for goods until accepted at the
receiving point in good condition. Title and risk of loss or damage to all items shall be the responsibility of
the contract supplier until accepted by the ordering agency. Contractors shall be responsible for filing,
processing and collecting all damage claims.
11.3. Inspections and Rejections: The Purchaser's inspection of all materials and equipment upon delivery
is for the sole purpose of identification. Such inspection shall not be construed as final acceptance, or as
acceptance of the materials or equipment, if it is later found that the materials or equipment does not conform
to contractual requirements. if there are any apparent defects in the materials or equipment at the time of
delivery, the Purchaser will promptly notify the Contractor thereof. Without limiting any other rights, the
Purchaser and/or the state at its option, may require the Contractor to:
Repair or replace, at Contractor's expense. any or all of the damaged goods, or
Refund the price of any or all of the damaged goods, or
Accept the return of any or all of the damaged goods.
8
12.0 CONTRACTOR INVOICES: The contractor shall be paid upon submission of proper certified
invoices to the ordering agency at the prices stipulated on the contract. Invoices shall contain the contract
number and purchase order number. Failure to follow these instructions may result in delay of processing
invoices for payment. The Company or Corporation contracted shall be the only office authorized to receive
orders, invoice and receive payment. If the contractors wish to ship or provide service from a point other
than the address listed in this contract, the contractor will furnish a list of these locations to the Contracting
and Procurement Officer. No ordering or invoicing will be done at these Locations. Invoicing shall be made
in accordance with instructions by agency or division issuing the purchase order.
12.1. Late/Partial Payments: Contractors who are paid more than 45 days after submitting a proper
invoice may be entitled to claim an interest penalty. A copy of the regulations is available from the Office of
State Finance. In cases of partial delivery the state agency may make partial payment or hold all invoices for
final delivery.
13.0 AMENDMENTS TO CONTRACT: If this contract is amended, then all terms and conditions that are
not modified remain unchanged. No additions, deletions or changes of any kind shall be made to this contract
without prior approval of and in writing from the Contracting and Procurement Officer assigned to this
contract.
13.1. Oral Agreements: No oral statement of any person shall modify or otherwise affect the terms,
conditions, or specifications stated in the contract. The Contracting and Procurement officer must make all
modifications to the contract in writing.
14.0 ADDITIONS AND DELETIONS: The State reserves the right to add or delete items, agencies or
locations, as determined to be in the best interest of the State. Added items, agencies or locations will be
related to those on contract and additions or deletions will not represent a significant increase or decrease in
size or scope of the contract. Such additions or deletions will be by mutual agreement, will be at prices
consistent with the original bid price margins, and will be evidenced by issuance of a written contract change
order and will be posted on the Central Purchasing website by the Contracting and Procurement officer.
15.0 GRATUITIES: The right of the contractor to perform under this contract may be terminated by written
notice if the State Purchasing Director determines that contractors, or their agents or another representatives
offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official or employee of Central
Purchasing.
16.0 AUDIT AND RECORDS REQUIREMENTS: 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. The Contractor agrees to
allow the Oklahoma State Auditor's Office, Central Purchasing Procurement Officers, the requisitioning
agency, or their authorized representatives access to the records, books, documents, accounting procedures,
practices or any items of the services provider relevant to this contract for purpose of audit, examination, etc.
The contractor further agrees to assure appropriate access by the aforementioned parties to any
subcontractor's associated records.
16.1. On forming any contract with the State, contractors agree any pertinent State auditor and Inspector or
Federal agency will have the right to examine and audit all records relevant to execution of the resultant
contract.
16.2. Contractors are required to retain all records relative to this contract for the duration of the contract
term and for a period of three 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 three year period, the records
are required to be maintained for three years from the date that all issues arising out of the action are resolved
or until the end of the three year retention period, whichever is later.
9
17.0 CONFORMITY: Contractor attests that the supplies and services offered conform to the specified
requirements listed herein.
18.0 CONTRACTOR USAGE REPORTING REQUIREMENTS
Reports shall be listed by state and name of the ordering entity and shall include information on quantity
purchased, unit price, and the total dollar amounts sold. Reports shall be submitted quarterly, regardless of
quantity sold.
18.1. Usage Reports shall be delivered to the State of Oklahoma, Department of Central Services, Central
Purchasing Division, Will Rogers Building, 2401 N. Lincoln Blvd., Suite 116, Oklahoma City, OK. 73105
(Attention: Amanda Spencer) within fifteen (15) calendar days upon completion of performance quarterly
periods cited in the paragraph below. Reports may also be e-mailed to Amanda Spencer, Contracting and
Procurement Officer, at amanda spencer@dcs.state.ok.us.
18.2. Contract quarterly reporting periods shall be:
January 1 through March 31 due April 15;
April 1 through June 30 due July 15
July 1 through September 30 due October 15
October 1-December 31 due January 15
18.3 Failure to provide usage reports may result in cancellation or suspension of contract.
19.0 PATENTS AND ROYALTIES: Contractors, without exception, shall indemnify and hold harmless,
release, and defend the State of Oklahoma and its employees, the Participating States, and the Purchasing
Entities, as well as the officers, agents and employees of NASPO, from liability of any kind or nature,
including cost and expenses for or on account of any copyrighted, patented, or non -patented invention,
process, or article manufactured or used in the performance of the contract including its use by the State, the
Contractor's use of any copyrighted or non -copyrighted composition, process, franchise infringement,
patented or unpatented invention, article or appliance furnished or used in performance of this contract. If
the suppliers use any design, device or materials covered by letters or patent copyright, it is mutually agreed
and understood without exception that the contract prices shall include all royalties or cost arising from the
use of such design. device, or materials in any way involved in the work.
20.0 SAVE HARMLESS: To the fullest extent permitted by law, Contractor shall indemnify, defend, and
save harmless the State(s), agencies of the State(s), all officers and employees of the State(s), as well as the
officers, agents and employees of NASPO, from and against any and all claims for injuries or death,
including claims by Contractor's employees, or for damages arising out of, resulting from, or incident to
Contractor's performance or failure to perform the contract, arising from the purchase, installation, or use of
goods and services ordered. Contractor's obligation to indemnify, defend and save harmless shall not be
eliminated or reduced by any alleged concurrent negligence of the State(s) or its agencies, employees, and
officers. Contractor waives its immunity to the extent required to indemnify, defend, and save harmless the
State(s) and its agencies, officers, or employees.
24.0 FORCE MAJEURE:
24.1. Definition: Except for payment of sums due, neither party shall be liable to the other or deemed in
default under this contract if and to the extent that such parry's performance of this contract is prevented by
reason of force majeure.
24.2. Notification: If either party is delayed by force majeure, said party shall provide written notification
within forty-eight (48) hours. The notification shall provide evidence of the force majeure to the satisfaction
of the other party. Such delay shall cease as soon as practicable and written notification shall be provided.
The time of completion shall be extended by contract modification for a period of time equal to the time that
10
the results or effects of such delay prevented the delayed party from performing in accordance with this
contract.
24.3. Rights Reserved: The Lead State may terminate this contract after determining such delay or default will
reasonably prevent successful performance of the contract. The State reserves the right to cancel the contract
and/or purchase materials, equipment or services from the best available source during the time of force majeure,
and Contractor shall have no recourse against the State.
26.0. EQUIPMENT/NEW TECHNOLOGY: Any item offered or shipped shall be new, the latest or
current year model, and in first-class condition. Factory reconditioned, refurbished or second-hand
equipment will not be accepted. Any unit delivered that does not meet this condition shall be returned to
the contractor, at their expense, and replaced by the contractor with a new unit.
26.1. The State recognizes the rapid advancement of technology. If the contractor can provide new
equipment with advanced technology after the award of the contract, the State and the contractor may
choose, by mutual agreement, to provide such equipment. Contractor must provide specifications, pricing,
and discount information to Contracting & Procurement Officer for prior approval.
26.2. The price of the new technological equipment cannot exceed the cost of the awarded contract pricing.
Any changes to the resultant contract must be made in writing through the Contracting & Procurement
Officer assigned to this contract.
27.0. TECHNICAL SERVICE: A manufacturer certified technician shall provide technical service. If
necessary to send equipment to the manufacturer for maintenance or repair, a loaner unit shall be shipped
overnight from the manufacturer to the end user prior to removal of the unit in need of maintenance or repair.
27.1. Shipping costs shall not be incurred by the end user for return of equipment to the manufacturer for
service or for shipment of equipment loaned to the end user while equipment is being serviced.
27.2. Manufacturer may elect to replace equipment rather than service or repair it.
27.3. Clinical specialists must be available to answer protocol, training, and device questions.
28.0 USER MANUALS: Instruction or operating manuals shall be furnished for all equipment supplied
under this contract at no additional cost to the end user.
28.1. DISTRIBUTION OF LITERATURE: Upon request, the supplier shall furnish ordering agencies and
other public entities with descriptive literature and service information for items listed in this contract at no
additional cost to the end user.
29.0. LICENSE, PERMITS, CERTIFICATIONS, FEES: Contractors, at their own expense, shall posses
or obtain, and retain in force without any violations, complaints or suspensions during the term of this
contract, all licenses, permits, certifications or fees and comply with all Federal, State and local laws,
statutes, ordinances, rules and regulations of any administrative council or body in any manner affecting the
performance of the contract herein.
30.0 SUPERVISION AND COORDINATION: Contractor shall:
30.1. Competently and efficiently supervise and direct the implementation and completion of all contract
requirements specified herein.
30.2. Designate a representative(s) with the authority to legally commit Contractor's firm. All
communications given or received from the Contractor's representative shall be binding on the Contractor.
30.3. Promote and offer to Purchasers only those materials, equipment and/or services as stated herein and
allowed for by contractual requirements. Violation of this condition will be grounds for contract termination.
30.4. CHANGES: No alteration in any of the terms, conditions, or contractual requirements herein shall be
effective without the written consent of the Contracting and Procurement Officer as evidenced by issuance
by the State of a contract change notice, order or amendment.
31.0 NASPO STANDARD TERMS AND CONDITIONS
32.0 NASPO Administrative Fee: Contractors must include in their pricing or discount schedule an
Administrative Fee of 1 °/a of total sales for each previous quarter to the National Association of State
Purchasing Officers, .10% of which will be remitted to the State of Oklahoma by NASPO. A schedule
will be set up after the contracts are awarded and the information listed in the award document. The fee must
be sent 30 days after the quarter period end date and must be submitted to: Lee Ann Pope, NASPO
Cooperative Purchasing Venture Revolving Fund Direct Deposit Account, (to be established). The prices bid
shall not be subject for adjustment to account for the fee. Do not add this amount at the time of order to
the price of items on the bid schedule.
32.1. A statement verifying the total sales by ordering agency must accompany the remittance. The
Contract administration fee is intended to cover the costs of administering this contract. In addition to the
contract administration fee, some Participating States may require an additional administrative fee. This
State specific administrative fee will not exceed 1% of the State specific sales.
Note: The Administrative Fee must be submitted and paid within 30 days after the end of each quarter.
32.2. Quantity Estimates: Estimated quantities are informational and not to be construed as a warranty of
accuracy of historical or anticipated volumes or a guarantee to purchase any amount.
32.5. Payment: Payment will be made by the state agency or political subdivision indicated on ordering
document. Invoices will not be processed for payment nor will the period of cash discount commence until
receipt of a properly completed invoice and until all invoiced items are received and satisfactory performance
of Contractor has been attained. If an adjustment in payment is necessary due to damage or dispute, the cash
discount period shall commence on the date final approval for payment is authorized.
32.6. Taxes: Offered prices shall be exclusive of state sales and federal excise taxes. Where state
government entities are not exempt from sales taxes on sales within their state, the contractor shall add the
sales taxes on the billing invoice as a separate entry.
32.11. Termination: Unless otherwise stated in this contract, contract(s) may be terminated by either party
upon 60-days notice, in writing, prior to the effective date of the termination. Further, any Participating State
may terminate its participation upon 30-days written notice, unless otherwise limited or stated in the special
terms and conditions of the solicitation. Any termination under this provision shall not affect the rights and
obligations attending orders outstanding at the time of cancellation, including any right of any Purchasing
Entity to indemnification by the Contractor, rights of payment for goods/services delivered and accepted, and
rights attending any warranty or default in performance in association with any order.
32.12. Conflict of Terms: In the event of any conflict between these standard terms and conditions and any
special terms and conditions in the solicitation, the Special Provisions shall govern.
32.13. Reports: The contractor shall submit quarterly reports to the Lead State Contracting and Procurement
Officer and, upon request, to any Participating State, showing the quantities and dollar volume of purchases
by each Purchasing Entity.
32.15. Order Numbers: Contract and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
32.16.0. Governing Law and Venue: This procurement shall be governed and the resulting price
agreement construed in accordance with the laws of the Lead State (Oklahoma). The construction and effect
of any Participating Addendum or order against the price agreement shall be governed by and construed in
accordance with the laws of the Purchasing Entity's State. Venue for any claim, dispute or action concerning
the construction and effect of the price agreement shall be in the Lead State (Oklahoma). Venue for any
claim, dispute or action concerning an order placed against the price agreement or the effect of a
Participating Addendum or shall be in the Purchasing Entity's State.
32.16.1. Laws and Regulations: Any and all supplies, services and equipment offered and furnished
through this contract shall comply fully with all applicable Federal and State laws and regulations.
12
32.17. Delivery: The prices offered shall be the delivered price to any NASPO state agency or political
subdivision. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by
the contractor. Responsibility and liability for loss or damage shall remain with the Contractor until final
inspection and acceptance when responsibility shall pass to the Purchasing Entity, except as to latent defects,
fraud and Contractor's warranty obligations. The minimum shipment amount will be found in separate
sections designated for each supplier. Orders that are less than the minimum order amount are to be shipped
with the freight prepaid and added to the invoice as a separate line item. Back orders are to be shipped
without shipping charges.
32.18. Warranty: The contractor agrees to warrant and assume responsibility for each hardware, firmware,
and/or software product (hereafter called the product) that it licenses, or sells, to the Purchasing Entity under
this contract. The contractor acknowledges that the Uniform Commercial Code applies to this contract. In
general, the contractor warrants that: (a) the product will do what the salesperson said it would do, (b) the
product will live up to all specific claims that the manufacturer makes in advertisements, (c) the product will
be suitable for the ordinary purposes for which such product is used, (d) the product will be suitable for any
special purposes that the Purchasing Entity has relied on the contractor's skill or judgment to consider when
it advised the Purchasing Entity about the product, (e) the product has been properly designed and
manufactured, and (f) the product is free of significant defects or unusual problems about which the
Purchasing Entity has not been warned. If problems arise, the contractor will repair or replace (at no charge
to the Purchasing Entity) the product whose noncompliance is discovered and made known to the contractor
in writing. Nothing in this warranty will be construed to limit any rights or remedies the Purchasing Entity
may otherwise have under this contract with respect to defects.
32.19. Amendments: The terms of this contract shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever without prior written approval of the State Purchasing Director of the
Lead State.
32.20. Assignment/Subcontract: Contractor shall 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 Purchasing Director of the Lead State.
32.21. Nondiscrimination: Contractors agree to abide by the provisions of Title VI and Title VII of the
Civil Rights Act of 1964 (42 USC 2000e), which prohibit 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 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. The bidder further agrees to furnish information and reports to
requesting State(s), upon request, for the purpose of determining compliance with these statutes. Bidder
agrees to comply with each individual state's certification requirements, if any, as stated in the special terms
and conditions. This contract may be canceled if the offeror fails to comply with the provisions of these laws
and regulations. The bidder must include this provision in every subcontract relating to purchases by the
States to insure that subcontractors and vendors are bound by this provision.
32.22. 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 shall not be affected; and the rights and
obligations of the parties shall be construed and enforced as if the contract did not contain the particular
provision held to be invalid.
32.33. Inspections: Goods furnished under this contract shall be subject to inspection and test by the
Purchasing Entity at times and places determined by the Purchasing Entity. If the Purchasing Entity finds
goods furnished to be incomplete or not in compliance with proposal specifications, the Purchasing Entity
may reject the goods and require Contractor to either correct them without charge or deliver them at a
reduced price. whichever is equitable under the circumstances. If Contractor is unable or refuses to correct
such goods within a time deemed reasonable by the Purchasing Entity, the Purchasing Entity may cancel the
order in whole or in part. Nothing in this paragraph shall adversely affect the Purchasing Entity's rights
including the rights and remedies under the Uniform Commercial Code.
32.34. Payment: Payment for completion of a contract is normally made within 30 days following the date
the entire 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 will be remitted by mail. Payments may be made via a Purchasing
Entity's "Purchasing Card".
32.35. 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 Purchasing Entity
agency. All safety data sheets and labels will be in accordance with each participating state's requirements.
33.0. PARTICIPATING STATES' UNIQUE TERMS AND CONDITIONS
Apart from the Lead State conducting the solicitation, the States listed in Section3.0, Participating States
have signified their intent to enter into a price agreement and, except where the solicitation requires
execution of a Participating Addendum, are considered Participating States for purposes of this solicitation
and the resulting contract. This section includes any significant modifications to these terms and conditions
or State -specific provisions required by the laws, regulations, or procurement practices of the State(s).
33.1. Additional States may be added with the consent of the contractor and the Lead State (on behalf of the
NASPO Participating States) through execution of a Participating Addendum.
33.1.1. Nevada: No additional terms Hawaii: No additional terms
33.1.2. Colorado: Participating Addendum Execution
33.1.2.1. Purchasing Entities in Colorado may not place orders until execution of a Participating Addendum.
Apart from terms that may be necessary to adopt this award to orders placed in Colorado, the following
terms and conditions shall be included.
33.1.2.2. Vendor Offset: Pursuant to CRS 24-30-202.4, as amended, the State Controller may withhold
payment for 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 State Controller.
33.1.2.3. 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.
33.1.2.4. E-Procurement System: The State of Colorado has awarded an e-procurement system contract to
NIC Commerce that has a transaction fee of 1% per order, with a ceiling of $500 for any one order. The
successful price agreement vendor must agree to terms as described in the following subparagraphs.
a. The Contractor must agree to integrate its catalog into the e-procurement system, and the State (of
Colorado) may elect to not execute a Participating Addendum should the parties fail to reach
agreement on the terms of the integration. Once implemented, the contractor must pay the
transaction fees as defined in the contract for orders placed in the system. In the event the price
agreement Contractor fails to make payments, the State (of Colorado) may eliminate the Contractor
from the system in accordance with a suitable escalation and review process developed by the State
(of Colorado) and its e-procurement vendor.
b. The State (of Colorado) will negotiate an equitable adjustment in unit prices to account for the expected
supplier fees on orders placed on the system. The State (of Colorado) will negotiate a single pricing
structure for price agreement purchases and
(i) prohibit discounting off -system purchases or otherwise offering discriminatory pricing or
preferences for orders placed off -system; and
14
(ii) require manual reporting by the Contractor of ordering entity ordering volume for off -system
purchases of supplies/services.
33.1.2.5. PERSONAL LIABILITY (State of Washington) (Formerly 21.0): It is agreed by and between
the parties hereto that in no event shall any official, officer, employee or agent of the State of Washington be
in any way personally liable or responsible for any covenant or agreement herein contained whether
expressed or implied, nor for any statement or representation made herein or in any connection with this
agreement.
34.1.3. Insurance:
a. During the term of this agreement, contractors shall obtain and maintain at all times, insurance in the
following kinds and amounts:
(i) Standard Worker's Compensation and Employer Liability as required by State statute, including
occupational disease, covering all employees on or off the work site, acting within the course
and scope of their employment.
(ii) General, Personal Injury, and Automobile Liability (including bodily injury, personal injury,
and property damage) minimum coverage's:
(1) Combined single limit of $600,000 written on an occurrence basis.
(2) Any aggregate limit will not be less than $1,000,000.
(3) Combined single limit of $600,000 for policies written on a claims -made basis. The
policy shall include an endorsement, certificate, or other evidence that coverage extends three
years beyond the performance period of this Price Agreement.
(4) If any aggregate limits are reduced below $600,000 because of claims made or paid during
the required policy period, the contractor shall immediately obtain additional insurance to
restore the full aggregate limit and furnish a certificate or other document showing
compliance with this provision.
b. The State of Colorado shall be named as additional insured on each liability policy. The State is not
requesting "additional named insured" status. Additional insured endorsements are not required on
professional, workers' compensation, or employer liability policies.
c. The insurance shall include provisions preventing cancellation without 60 days prior notice by
certified mail to the State (of Colorado).
d. The contractor shall provide the following documentation to the State (of Colorado) within 7
working days of a request therefore:
(i) Certificate/s of adequate insurance coverage, each with a reference to the State (of Colorado)
being named as an additional insured, or
(ii) Certificate/s of adequate insurance coverage and an endorsement's of additional insured coverage.