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EXHIBIT "A" NJPA Vendor Contract Interest And Selection Form The National Joint Powers Alliance (NJPA) is a public agency enabled under the authority of Minnesota state laws. NJPA nationally solicits and competitively bids and awards contracts on behalf of government and education agencies. In the event any of the listed contracts are of interest to your agency, please indicate your interest and return this form to mike.hajek@njpacoop.org. NOTE: Each contract is a live link to the contract file and documents on NJPA's website. NJ PA Contrac STATE Accepts Contract 082114-CSC 082114-CTP 082114-FTU 802114-HLC 052910-CLS 082114-MUI 082114-MSL 028114-NVC 082114-NFS 082114-PTA 082114-RBI 022712-511 082114-CSC 022113-FZC Vendor Name - BeckerArena Pro-ctutts--- 1-14 Connor Sport Court International, LLC Controlled Products Fieldturf Hellas Construction, Inc. Hussey Seating Company Mondo USA, Inc. - Athletic Surfaces Musco Sporting Lighting, LLC Nevco No Fault Sport Group LLC Porter Athletic Equipment Robbins Sports Surfaces Shaw Sport Turf Sport Court Zamboni 110911-GGI ezIOC - Gordian Group 101713-AOL 101713-CBS 101713-KVS 091311-WWG 090314-LSI 021412-LTI 101713-MIL 090314-PRI 101713-PEI 080613-CAT 110811-CCA A 080913-A15 021412-CFC 091214-WWG 011614-MI1 102412-ORK 022411-PPG 060311-SAC 031014-TPM 102111-TKE 101310-URI . , 051613-AAC 051613-AWI 031212-AFI 080212-ARI 051613-CAW 010511-CTI 110811-CST 102811-OCI 051613-SYS 102811-NAF 041712-GTC 102811-GFT 102811-HTL 010511-MRL ABCMouse.com Carolina Biological Supply Company FuelEducation Grainger -Science Equipment Learning Sciences International, LLC Lightspeed Technologies, Inc. Middlebury Interactive Languages, LLC NCS Pearson, Inc. Pearson Education, Inc. Caterpillar, Inc. - Electrica Cost Control Associates TEN Access Information Systems, Inc. Continental Flooring - Classroom Sound Grainger - Facilities Maintenance Motion Industries, Inc. Orkin, LLC PPG Architectural Finishes Sullair, LLC Thompson Pump ThyssenKrupp Elevator United Rentals, Inc. Agile Access Control, Inc. AssetWorks, Inc. AutoFlex, Inc. Automotive Rentals, Inc. (ARI) CALAMP Wireless Networks Car Toys, Inc. CST Fleet Services DriveCam Fuelmaster General Motors Goodyear Tire & Rubber Company Gresham Ford Husky Trucks, LLC Mohawk Resources, Ltd. Generation Description Athletic & Recreational Surfaces, Playgrounds and Equipment/Ice Rink Construction, Renovation and Equipment Sports Surfaces Synthetic Turf Artificial Turf Synthetic Sports Surfaces Stadium Seating Athletic Surfaces & Equipment Sporting Lighting Solutions Video Display & Scoring Solutions Playground & Athletic Surfacing Athletic & Recreational Equipment Synthetic Sports Flooring Systems Athletic Surfaces & Equipment Sports Surfaces Zamboni Ice Resurfacers Building Services nfrastructure Repairs, 00 Education Curriculum Education Curriculum Education Curriculum Science & Lab Equipment Education Leadership Development Classroom Audio Education Curriculum Education Leadership Development Education Curriculum Power Generators Engery Solutions ng, Alterations, Mitigation Inspection Services Acoustic Ceiling & Wall Panels Facility Maintenance, Repair, Operations Vehicle Auto Truck Parts Pest Control & Elimination Paint & Wall Coverings Portable Air Compressors Public Utility Sewage, Dewatering, Bypass Pumps Elevator Equipment & Services Construction Rental Equipment Fleet Services & Equipment Asset Management Software Solutions & Services Electric Vehicle Charging Solutions Vehicle Maintenance Management & Related Services Equipment & Data Solutions Fleet Security GPS Fleet Management Consulting Safe & Efficient Driving Solutions Fuel Management Technologies Passenger Cars & Light/Medium/Heavy Duty Trucks Tires Electric/CNG Alternative Fuel Vehicles & Related Accessories Cab -Over Trucks & Walk -In Vans Vehicle Lifts & Hoists (Initials .,t4f1V:14d3 NJ PA Contrac STATE Accents Contract # Vendor Name Description nitia Is 010511-GPC 031212-GPC 102811-NAF 102811-NSF 051613-NWF 062411-WEF 051613-ZSI It 022712-BPS 022712-CFC 022712-IFA 060613-MMI 022712-MAC 022712-MCD 022712-511 022712-TFU 090414-MUG 103013-5ES 083011-SPG 032414-CLA 011713-DRX 011713-DDI 100411-HUM 021512-LFF 080614-MML 011713-RTL 071212-SHC 042314-SLA 080614-ZMI 031711-AGI 060311-CEC 060311-CHN 031711-CIH 060311-CAT 031711-DAC 060311-CEC 031014-GRD 060311-JDC 060311-GUS 031711-CIH 060311-CNH 081311-BBS 111010-S CC 070313-AGI 031014-BAN 070313-DAC 070313-DMM 070313-JCS 070313-JCS 070313-KBA 070313-LPI 043012-NPI 043012-PIT 011014-RTP 121511-UPS 022712-CDW NAPA (Genuine Parts Company - BS) NAPA (Genuine Parts Company) National Auto Fleet Group Northside Ford Trucks Verizon NetworkFleet Wright Express Financial Services Corp. Zonar Systems Inc. BentleyMills, Inc. Continental Flooring - Floor Covering Interface Americas - Flooring 2012 Manning -ton Commercial Milliken & Company Mohawk Carpet Distribution, Inc. Shaw Contract Group Tandus Flooring u ti-Unit Group (UniPro) Strategic Equipment and Supply U.S. Foods B,1*. OL. Colonial Life & Accident Insurance Company Data-Rx Management, Inc. Diamond Drugs, Inc. Benovate Life Fitness A division of Brunswick Corp. Moore Medical Redwood Toxicology School Health Corporation - Athletic Sun Life Financial Zee Medical, Inc. ,CtSlIFVE' Alamo Group (TX) Inc. Bobcat Case Construction Case IH Agricultural Caterpillar, Inc. - Heavy Equipment Deere and Company - Ag Implements (DAC) Doosan Gradall Industries John Deere Construction Retail Sales Manitowoc New Holland Agricultural New Holland Construction Best BuVStores, LP Staples Contract & Commercial, Inc. - Janitorial Supplies Alamo Group (TX) Inc. Bandit Industries, Inc. Deere and Company - Grounds Maintenance Diamond Mowers, Inc. Dixie Chopper Jacobsen, a division of Textron Kubota Land Pride CES/MAILsEQUIP Neopost Pitney Bowes Ryan Transportation Service UPS CDW-G - Cisco & icroso Auto Parts/Inventory Management Vehicle Auto Truck Parts Vehicles (Passenger Cards and Light/Medium/Heavy Duty Trucks) Electric/CNG Alternative Fuel Vehicles & Related Accessories GPS Fleet Tracking Fuel Payment Ma_nagemerit FetManegement Telematics, Mobile Devices, and Web Based Alerting and Reporting Tools Floor Covering Floor Covering Modular Carpet Tile Floor Covering Floor Covering Floor Covering Floor Covering Floor Covering Food Kitchen Equipment Food Employee Voluntary Benefits Transparent Prescription Benefit Management Pharmacy Benefit Management for Correctional Facilities Healthcare Solutions Exercise and Rehabilitation Equipment Medical, Surgical and First Aid Drug and Alcohol Testing Options Nursing Supplies Athletic and Medical Supplies Life Insurance Medical & First Aid Supplies and Equip Ag Implements & Mowers Construction Equipment Construction Equipment Ag Tractors & Implements Construction Equipment Ag Tractors Construction Equipment Telescoping, Tilting Boom Excavators Construction Equipment Cranes & Lifts Ag Tractors & Implements Construction Equipment Custom Technology Solutions ent, Janitorial Supplies and Related Custodial Equipment „! Aiing „d4 Industrial Mowers Industrial Wood -Processing Equipment Mowing & Turf Equipment Industrial Mowers Mowing & Turf Equipment Mowing & Turf Equipment Tractors, Utility Vehicles and Construction Equipment Grounds Maintenance Equipment ailing Machines & Related Equip en Logistic Services & Mail Equipment Logistic Services & Delivery Shipping Logistics atir %0,‘ 64-41e,IS 4,0054 ,V0V,t444rTrilr E-Rate Solutions NJPA Contract STATE Accents Contract # Vendor Name Description (Initials) 031913-DBM 101012-KII 022712-MBS 101012-PHL 101012-PFI 011211-RRD DeBourgh Manufacturing Company Krueger International - Classroom Furniture Mitel Business System, Inc. Palmer Hamilton PS Furniture RR Donnelley -chool-SpecialtyTInt. - oom Furniture-- 052910-SSI 100312-SEC 031210-SCC 052910-SCC 010615-SCC 052910-STI 113012-AUI 050714-BCM 050714-LBC 090512-PSI 050714-RCC A . 022113-ARC 022113-CXT 022113-FPI 022113-LTS 022113-PPC 022113-SFS 022113-FBG 090314-GWW 042911-GDI 110811-WWG 042911-JJK 021610-MPI 110811-OER 042911-PRC 080913-RAM 090314-RNA 090314-SSC -itnaltA 01 714-BRN 123011-WWG 090512-VTH 090512-HVI 102811-NAF 011714-RMN 011714-SFA 031014-ALT 022014-AMI 031014-CMW 031710-FSC 013012-EPI 022014-EVS 031014-FTS 052412-FOL 031710-GP 022014-HVC 060311-MTQ 031014-NG5 102811-OKC 031014-HMC 022014-RVL 022014-AMI Braun Indu School Specialty, Inc. - Furniture 2010 Sharp Electronics Staples Contract & Commercial, Inc. - Office Supplies Staples Contract & Commerical, Inc. - Furniture Staples Contract & commerical, Inc. - Office Supplies Steelcase, Inc. Argo USA, Inc. Brunswick Commerical & Government Products Lund Boat Company Polaris Industries, Inc. RECONCRAFT 4 American Ramp Company CXT - LB Foster Fountain People, Inc. & Water Odyssey Playpower Systems Poligon by PorterCorp SofSurfaces, Inc. The Fibar Group, LLC GiANT Worldwide Gov Deals, Inc. Grainger- Professional Services JJ Kane Associates Manpower Optimum Expense Recovery & Consulting PropertyRoom.com RAM -USA Randa Solutions Skillsoft Corporation stries, Inc. Grainger - Public Safety Equipment Hackney Havis, Inc. National Auto Fleet Group Rosenbauer Smeal Fire Apparatus Altec Industries, Inc. Cues, Inc. (Atlantic Machinery) Ditch Witch Elgin Sweeper Company (Federal Signal) Ennis Paint, Inc. Envirosight Felling Trailers, Inc. Flex-O-Lite Genie Industries, Inc Hi -Vac Corporation Multiquip Northrop Grumman Oshkosh Corporation Pac-Mac RapidView, LLC Schwarze Industries (Atlantic Machinery) Facility Security Classroom & Educational Furniture E-Rate Solutions Innovative Cafeteria Solutions Furniture & Storage Commercial Print, Forms & Labels Cla-s-s-roOrn Furniture — - - Furniture & Storage Copiers & Digital Imaging Office & Classroom Supplies Furniture & Storage Solutions Office, School and Workplace Supplies Office Furniture Extreme Terrain Vehicles (E Commerical & Government Boats Aluminum & Fiberglass Boats/Watercraft 12-23' Off -Road Rescue Vehicles Aluminum Shallow -Draft Work Boats Skate Parks Athletic & Recreational Surfaces, Playgrounds and Equipment Aquatic Playground Equipment Playground Equipment: Little Tikes, Miracle Recreation, Soft Play, EZ Docks, USA Shades, Hags Park & Shade Structures, Athletic Surfaces, Outdoor Fitness Equipment Playground Safety Surfaces Playground Safety Surfaces $7,T440„IS Professional/Management/Leadership Training Surplus Equipment Liquidation Safety Management Surplus Equipment Liquidation Professional Staffing Solutions Expense Audits Surplus Equipment Liquidation Inspection Services Professional/Management/Leadership Training Professional/Management/Leadership Training Ambulances Fire & Law Enforcement Equipment Bodies and Trailers for Fire, Rescue, Law Enforcement and Mobile Communications Vehicle Office Solutions, Prisoner & K9 Transports Ambulance and Police Vehicles Fire Fighting Apparatus Fire Fighting Apparatus „ . it* Aerial Lifts, Cranes & Chippers Pipeline Inspection Equipment Underground Construction Equipment Street Sweepers Airfield Marking Paint Public Utility Pipeline Inspection Equipment Equipment Trailers Airport Glass Beads Material & Personnel Aerial Lifts Sewer Vacuum Trucks Portable Generators, Light to Medium Construction Equipment Meter Reading Equipment Airport Snow Removal & Rescue Equipment Knuckle -Boom & Rear Loaders Pipeline and Manhole Inspection Systems Street Sweepers N PA Con STATE Acceot Con ac Vendor Name Description nitia 022014-SCA 022014-SPL 031710-GII 022014-GRD 022014-AMI 031710-FSC 070313-VRM 080114-ACS 113012-CGI 080114-EPK 113012-FRM 113012-HDI 080114-HPI 080114-IHI 080114-JAL 080114-KNM 113012-VTL 113012-MBC 080114-MBC 080114-MTE 113012-PBL 080114-RPM 113012-SMC 080114-TII 080114-VCM 080114-WAS 080114-WEC 060311-WAI Sewer Equipment CompanyofAmerica Super Products LLC Terex Vacall Vac -Con (Atlantic Machinery) Vactor Manufacturing (Federal Signal Corp.) Vermeer Corporation oavk Accu Steel Inc. Cargill, Incorporated Epoke North America Falcon Road Maintenance Equipment, Inc. H.D. Industries, Inc. (Pro -Patch) Henderson Products Inc. Iron Hawk Industrial Distribution Inc. J.A. LaRue Inc. Kennametal, Inc. LeeBoy, Inc. M-B Companies, Inc. M-B Companies, Inc. Monroe Truck Equipment Inc. PB Loader Corporation RPM Tech Inc. Stepp Manufacturing Company, Inc. Tenco Viking Cives Midwest Inc. Accu Steel Inc. Winter Equipment Company Wsrtgen America, Inc. 052910-KII Spacesaver 031913-MSU 100614-CDW 121614-FRS 040314-MBS 113011-SDI 031913-SIE 031913-5GL 031913-TIS 113011-TTI 121614-VRS 100614-ZNI 1IIfLSP 022210-ABC 022210-IBG 083110-BBB 022210-CEB 022210-DAT 022210-ENK 083110-HBC 022210-NBS 083110-NBS 083110-PSF 083110-5NW 022210-SVI 022210-TES AlertSense CDW Government, LLC FRSecure, LLC Mitel Business Systems, Inc. SchoolDude.com, Inc. Siemens Building Technologies SimplexGrinnell LP Tyco Integrated Security Tyler Technologies, Inc. - Administrative Software Vaco Risk Solutions Zones, Inc. ABC Bus, Inc. Alliance Bus Group Blue Bird Bus Coach & Equipment Bus Sales, Inc. DATTCO Sales & Service ElDorado National - Kansas, Inc. Hoglund Bus & Truck Co. National Bus Sales & Leasing, Inc. - Mass Transit National Bus Sales & Leasing, Inc. - Prison Busses Peach State Freightliner Schetky Northwest Sales, Inc. SVI, Inc. TESCO Mi4014,!.. 061812-PSS 012111-UFC WASTE 020613-CEI 060612-ESG 060612-ESG 060612-0DB 070313-PII Payless ShoeSource UniFirst Corporation Cascade Engineering, Inc. ESG - Heil Environmental Marathon Equipment Company Old Dominion Brush Company Petersen Industries Sewer Cleaning and Hydro Excavating Equipment Sewer Cleaning and Hydro Excavating Equipment Aerial Lift Equipment Sewer Vaccuum Street Sweepers Hydro -Excavators Sewer, Catch Basin Cleaners & Hydro -Excavators Sewer & Catch Basin Cleaners & Hydro -Excavators Trench er-s-,-Di rectional-Drilts-ax-c-avafors - 4 Snow/Ice Removal Equipment& Accessories tr)1WWIr,?,- AccuBrines automated prine maker: anti -icing Snow/Ice Removal Equipment & Accessories Asphalt Recycler & Hot Box for Asphalt Repair Pot -Hole Repair Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Paving & Roadway Equipment Ashpalt Patching, Sweeper Replacement Brooms & Striping Equipment Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Road Maintenance Equipment Snow/Ice Removal Equipment & Accessories Asphalt Maintenance Equipment Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Snow/Ice Removal Equipment & Accessories Pavement Recycling First Responder Communication System One -Stop Total Technology Solutions Provider Information Security Telecom Phone Systems/Cellular Service On -Demand Educational & Operations Management Facility Security Equipment Facility Security & Related Services Security Systems Administrative Software Information Security Dell Computers and Accessories -1- Transit Buses Transit Buses School Buses Transit Buses Transit Buses Transit Buses International School Buses & Prison Buses Transit Buses Prison Buses School and Prison Buses School Buses Transit Buses Transit Buses Footwear Employee Uniforms Waste Collection and Recycling Related Equipment Front Load, Automated, & Rear -load Refuse Collection Vehicles Onsite Waste Compaction and Recycling Systems Vacuum, Debris & Refuse Collection Equipment Knuckle -Boom Loaders NJPA Contract STATE Accents Contract # Vendor Name Description (Initials) 020613-5IU Shred -It USA 020613-VES Veolia ES Technical Solutions 060612-WQI Wastequip, LLC Agency Name: Document Shredding and Recycling Recycling Universal Waste and Hazardous Materials Waste & Recycling Equipment Erna11: _ Contact'Om_ • Phone. 2/12/2015 February 19, 20 MEMORANDUM; NO.: 3607240-'t2 TO: : User Agency FROM: Director. State Purchasing NJPA)-1 Amendrnerit to Contract No.;360-240.12-1 NJPA Floor Coverings ',With Related Supplies; Equipment and Servio The fo#iowing changes have been made to the subject contract: • The Parties amend the Contract to reflect the name change of theContra from Tandus, FldorirrgUS, LL.0 to Tandiis Centiva US 11c Any questions or problems In delivery or service that may arise regarding this contract should be directed, to Ashli Harvey et (880) 922-1214, or ashli.harrev c(7.dms.myfIorida.corn - le • NOME.NT NO.: 1 ted-SuppilesiEgfi e t o.tr36Q-240-121 NJPA • . This Amendment, effective February 4, .2014; is by and betWeen theState Of Florida! Department of Management pathless (Department), Division of State Purchasing (bhilsion), an agency of the State of Florida with offices at 4950 Esplanade WaY,:Tellahaisee, Florida 32409- 090i and Tandus Floonng US, LLC, now known as TenduSiCenthia US LLC (Contractor), and emends ,*3072.40,.124 NJPA. ;, - i • I • Contractot and Florida 'are partiesto the contract with.ah effective date of January • 17,1. relating to the provision' of services provided by the Contractor to the Stateof Florida: vvti.gAsitp, the State of Florida and the Contractor desire to revise the contract to Incorporate .the Ceritnietor's name dhange from Tench:is Flooring US; LLC to Tandus Centiva US LLC .,. NOWiTHEIIEFOXIE; in consideration of Op 1:!regonil and for other good and valuable ., ••• • • . .. ... . :......... ... ... . • . . consideration, the sufficiency of which is hereby acknowledged, the Parties hereto .agree as foilo.Ws::• :,.... : • - • ' ' . * - . . , • - . ". . :• . •. .... . , . .. . . : • • • • • : .. - .. •". • . . . ... . . . • tO The Parties hereto emend the Contract to reflect the natne change of the Contractor frorn •T.andus Flooring. US, LLC to Tandus Centive • . • . 2J0 The Parties; heret0 aver all other:terms and cenditIons of the Contract &sir fully rewritten •• • • •• . • •• • • ; • • • • • • • • 3.0 Coifflct To the extent any of the terms ofthis Athendirent conflict with the terms ;of the ••• Cohltatt the terms of this Amendment shall Contra:. • • , • .'• • • 4.0 Watiatit•Of AOtheritit, Each person signing' this Amendment:Warrants- that he. or she le duly - • . -authorized to do soto ,bthd the respective party. • • . ; • . . • . ..• — 0.0 Effect. Unless otherwise Modified by this Amendment, all terms and 00nddIQfls contained in :the Contract. shell continue ihfull force and in effect.: . • : ; • • }<fifty-4,a • Prre.adr purchnding and Chief Pridcuretnent pfficer Coate: Name: •Lconard i. Ferro Title Presidcnt\CFOCOO Februnry 18, 20.14 AMENDMENT NO.: 2 emit ,h_Related-SUppllesvEctuipmen Contract No.: 360-240424 NJPA This Amendment, effective February 21, 2014, is by and between the State of Florida, Department of Management Services (Department), Division of StatePurchasing (Division), an agency of the State of Florida with offices at 4050 EsplanadaWay, Tallahassee, Florida 32399- 0950, and Bentley Prince Street, Inc. now known as Bentley Mills, Inc. (Contractor), and amends 300.24012.1.NJPA (Contract). WHEREAS, Contractor and Florida are parties to the Contract with an effective date of January 17, 2013, relating to the provision of services provided by the Contractor to the State of Florida; WHEREAS, The State of Florida and the Contractor desire to revise the Contract to Incorporate the Contractor's name change from Bentley Prince Street, Inc. to Bentley Mills, Ina NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1.0 The parties hereto amend the Contract to reflect iiie name Change of the Contractor from 13entleyPrince Street, Inc.. to Bentley Mills, Inc. 2.0 The Parties hereto aver all Other terms and conditions of the Contract as if fully rewritten herein: 3.0 Conflict. To the extent any of the terrns of this Amendment conflict with the terms of the Contract, the termof this Amendment shall control. 4.0 Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party. 5,0 Effect. Unless otherwise modified by this Amendment; all terms and conditions contained in the Contract shall continue in full force and in effect. - State of Florida, Depait ntof Ma e entServices By: Kelley J. S Director o Chief Procurement Officer Date: Contractor Bentley Mills, Inc. ate Purchasing and Timi: Chief Financial Officer Date:. February 27, 2014 Floor Coverings with Related Supplies, Equipment and Services /Alternate Contract Sour...Page lof3 Department �� �� � @� ^ ��» "'"����������� �������ces Florida Department of Monaqement Services > Business Operations > State Purchasino > Vendor Information > State Contracts and Aqreementy > Alternate Contract Source > Floor Coverings with Related Supplies, Equipment and Services ;<< -H-8�tUrn—' Floor Coverings with Related Supplies,. Equipment and Services360~240~ Effective Period 01/17/201]through O3/18/2O16 Contract Type Alternate Contract Source Contract Information Contract Documents Contract ° Administration, ComK�odity Codes Description ° Price Sheets and OrdehnqInstructions ° contractors How to Use this Contract Frequently Asked Questions PDF(���� 1.11 M8) �� Exh|bitA- N]PA RFPU22812 F|oorC \��inq 291.44 KB) Exhibit PUR1UO0for ACSN]PA(H42.44KB) Bentley Mills, Inc Continental F|oohnqCompany Interface Americas Milliken Services _ Mohawk Carpet Shaw Industries TandusCentivaUSLL[ Amendments and Memorandums Forms and Other Information Aoh|iHarvey 850-022-1214 ash|i.harvev6bdms.mvf|orido.com 355-100,355-200,355-250,355'650,355-700, UN5PSC-31201600, UN5PSC' 3O1G17OO,UNSPS[-3U1517O1,UNSPSC-3O1617O2,UNSPSC-3O1617O3, UNSPSC-301616706,UNSPSC-30161707, UNSPS[-52100000 This Alternate Contract Source (AC3) is for the purchase of floor coverings for State of Florida Agencies and other eligible users utilizing the National Joint Powers Alliance (N]PA) contract (competitively solicited) for the purchase and installation of new carpet and flooring products (e.g, broadloom carpet, carpet tiles, rubber flooring, VCT, linoleum, sheet vinyl, and walk -off mats) intended solely for use as commercial grade floor coverings. Contractors participating are listed onthis ACS. Benefits eAdditional discounts are negotiable for large quantity orders and one time delivery of large single orders °30-day delivery time (some quick ship) ~A|| carpet manufacturers have a reclamation program and guarantee carpet will not go into landfill (some charges may apply though) °Largese|ection of1OO percent recycled products on contract °VVida product selection with uverS,OUO items on contract. Custom options available Floor Coverings with Related Supplies, Equipment and Services / Alternate Contract Snur...Page 2of3 °NSF 120-2007, CRI green label plus, and cradle -to -cradle certifications. Most products on Florida Climate Friendly Preferred Products List (FCFPPL) °Dadicated contraotorvvebsito with installed prices, servicing dealers and LEED green prod ucts/environmental information Certified vendor availability °ToU-freeaccess bzcustomer service representation Document reader download link ° NAdobe PDF Reader Floor Coverings with Related Supplies, Equipment and Services / Alternate Contract Sour... Page 3 of 3 Terms and Conditions 1 Privacy Statement 1 Accessibility Statement 1 Copyright ©2015 Department of Management Services - State of Florida http://www.clms .myflorida.com/business_operations/statepurchasing/vendor_infoi ination/... 2/20/2015 terk t401; Gow! or y March 10, 2014. MEMORANDUM NO.: ?-240-12=1 NJPA)-2 TO: User Agency FROM: Director, State Purchasing RE: Amendment t© C©ntract.No: 360-240-12-1 NJPA . Floor Coverings with Related Supplies, Equipment and Se The following changes have been made to the subject contract: • The Parties amend the Contract to reflect the name change of the Con Prince Street; Inc. to Bentley Mills, Inc. cror tro Bentley Any questions or problems in delivery or service that may arise regarding this'contract should be directed to Ashii Harvey at {850.) 922-1214, or ashli.harveve,dnis. nvflorida,com . A • NJPA • ALTERNATE CONTRACT SOURCE - - - — -Upder authority-pf— No.022712 Floor Coverings with Related Su sEuient and Services Between the Department and: Department of Management SerVice,S ACS# 380:.:240-42.71-N4PA : Floor Coverings with Related Supplies, EquipMent and SerVides THIS ALTERNATE CONTRACT. SOURCE (ACS) is made and entered Into as of the date last set forth below by . and betWee A - State:.of Florida, Department of Management Services (7DepartMenr) and laiftiMfiggi„(tOntractpr"). WHEREAS, The Departnient Is authorized by Seotion 287.042(18), Florida Statutes, to evaluate contracts and, when determined in writing to be cesteffeetive and in the best Interest of the State of Florida; to enter Into an agreement authorizing all Eligible Users (as that phraie Is defined in Rule 80A,1 .005, Florida Administrative COO) to make purchases from such Contracts.' • WHEREAS, The State of Florida Is a member of the National Joint PoWerSAlliance and as such, IS atithorized to Pertleipate in NJPA contracts; and . • . • • . . • WHEREAS, the National JqInt powers Alliance and the Contractor are particle to NJPA Contract . No 022712 Floor Coverings with Related Supplies,.EqUiPment and Services, and • THEREFORE, in consideration: of the prornises contained below and ..good . and :Valuable consideration, the receipt and sufficiency of which Is hereby acknowledged, the partiesagree as • . • - • 1. Upon* execution of this ACS, the Department and 06ibie Users : may purchase products and - services Linder NJPA *Contract No. 022712 Floor Coverings With Related SuPplies, Equipment and Sen4Oes, Which is attached hereto and incorporated herein as Exhibit A. 2. The. Department and Eligible Users acknowledge and agree to be bound . by the terms and • . . conditions of Exhibit A, except as otherwise specified in this. ACS: 3. The following are modifications to. Exhibit A. . F. • • :• • • • • 3e) Prides: The: prices of the ACS'are set forth in ths attached ,Exhibit List," and are incorporated herein. • • 3b) PUR. 1009 Fbitn:, The Department Purchasing Form •:PUR .1000 isattached. hereto and inCarPeratediherein es. Exhibit C„ . • • • 3c) Effective Date: The ACS shalt beceme. effective On the last date sgned below and is coterminous with Exhibit A, unless terminated earlier by the.Departinent ' 'ad) Orders:: In, :order to procure products and services hereunder, .Eligible,Users shell Issue purchase orders or t.ree.e p- card which 'shall reference this ACS.: Eligible Users are responsible for reviewing the terms and .conditions of this;ACS:and Exhibit A. 'Neither the Department nor NJPA is a party to any purchase order issued hereunder. 3e) Compliance With Laws The Contractor shall comply with all laws, rules, codes,, ordinances, and licensing requirements that are applicable to the conduct ef its business, including those of -federal, Page 1 of-1 . • • . , ate. of fl6rida:Price • State, and local: agertcies tiaving jurisdiction and authority. By way of non -exhaustive example, ' Chapter 287 of the Florida Stetutes'ans Chapter i0A 1-vf-the-horida-Adr inistrative-Esrde-govern the ACS-: -.Way of: further non -exhaustive example, the Contractor shell comply :with section 247A(a) of the immigration and Nationallzation .Act, the Americans with Disabilities Act, .and all prohibfioris against discrimination on the basis of race, religion, sex; creed, national origin, handicap, marital status, or veteran's status. Violation of such laws shall be grounds for termination of the ACS, 3f) .Other Eligible. Users: if any additional ordinance, rule, or other local govemmentat authority requires additional contract language before an Eligible User. can make a purchase from the ACS .referenced above, ,in lieu of this ACS, the Eligible User is,;responslble for signing a separate ACS with the Contractor. .3h) Previsions of 287.088, Florida Statutes: The provisions of Florida Statutes, are hereby incorp©rated by reference. 4, Primary Contact: The primary:contact for the State. of Florida for th Nanie: Ashii Harvey, Contradt Manager Agency: Department of Management Services, Division of Address: 4050 Esplanade Way, Suite 360, Tallahassee, FL Telephone: (850) 922-121:4 Fax: (850) 414-8122: E-mall: Ashil.HarveyCtdms.MvFlorida.com The primary cpnfa t fit a Contractor for this A Name:,. Cornpany:. Address:: Telephone: Fax: The .Contractor must maintain current l Term of the ACS, The Department_wifl; tion1 to the unicate with S.Contract Number: . All purchase orders Issued by Eligible Users within the State of Florida shall include Department of Management Services ACS 360 240-12-ACS, unless otherwise provided by Florida Lew, statute, rule'or this. ACS. State agencieswill not be required to submit an ACS forri; for purchases -related to this ACS. : ction 287,058(1)(a)-(f) and (h), nag during the primarily through email. ' . Contract Document: This ACS and Its Exhibits set forth the entire agreement between the parties with respect to the subject matter of this ACS. The terms and conditions of this ACS and Its exhibits shall prevail and ' govern in the case of any such inconsistent or additional terms. 7. Event. .of_.Disput In the ogee of an ambiguity whleh requires the following documents shall have priori vidence to determine the int der set fdrth below: Page2of2 i. This ACS A ►a, ---- xfiib t ;State_ ofElorida-Price-fist --- Ili. Exhibit- `A NJPA Contract No, 022712 Floor Coverings with .Reiated,.Suppfie Equipment and Services iv. Exhibit C, PLJR 1000 v. Exhibit- i i, 'Preferred Price Affidavit B. Intellectual Properly:' The partles do not anticipate that any Intellectual property Will be developed as a result of this ACS. However, :any intellectual property developed as a result of this ACS_will belong to and be the sole property of the Eligible User, This provision Will survive the termination or expiration of the ACS. 9. Ernpl©yrrtent Eligibility Verifd'ation: Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11-116, .Contractor isrequired to utilize the U.S, Department of Homeland Security's E.-Verify systemto verify the employment of all new employees hired by the Contractor during the ACS term: ° Also, Contractor shall include in related subcontracts . a requirement that subcontractors performing work or providing services pursuant tv the,stete, ACS utilize the E-Verify system to verify employment of all new employees' hired by, the subcontractor during the ACS term.. 10. Preferred Price Affidavit Reouirement: The Department will provide the Preferred Pricing Affidavit; incorporated by reference as the attached Exhibit D. for completion by an authorized representative Of the Contractor attesting 'that the Contractor is in .compliance with the Preferred 'pricing provision in Section 4(b) of the PUR 1000 .form. The Contractor agrees to submit to. the Department, at least annually, the completed Preferred Pricing Affidavit. 11. Scrutinized Comparjj List: In executing this ACS, Contractor certifies that it is not fisted on either the .Scrutinized .Companies with Activities in Sudan List or the Scrutinized Companies with Activities In the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes: Pursuant to section 287.135(5), Florida Statutes, • Contractor agrees the Department may immediately terminate this ACS for cause: If the Contractor is found to have submitted a false certification or if Contractor is placed.. en the Scrutinized Companies with Activities in Sudan List er.the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of. the ACS. 12. MvFloridaMarketPlace (MFMPLCataioq Requirements The Contractor agrees to submit an efectronic,catalog to maintain a roost recent up to date: version of Its: product and/or service offering. The catalog shall be exhibited on the MFMP website as a tine item and/or anardertng Instructionscatalog for agencies. Line ltentCatalog By providing a line item catalog, Contractor: is providing a list of its products/services and pricing within a specific template format for MyFtoridaMarketPlace'{HEMP) through a catalog repository tool used for MFMP called Aravo*. In this scenarlo, Contractor must submit an updated electronic catalog from time to tirriv to maintain the most up -to -dote version of its product/service offering under the: ACS; As a result, the Department will have an opportunity to confi,rrn the accuracy of the :electronic catalog that was loaded into ARM before the electronic data file is loaded into the eProcurement System (MFMP).' In addition, the Department will have . Page 3of:3 the ability to define when the ele The Contractor agrees tb meet the and any subsequent revisions thereto "go Iive" re eras: y The catalog must contain.the most current pricing, including all applicable administrative fees .and or discounts, as well as the most up-to-date product/servIce offering the Contractor is authorized to provide -in accordance with the ACS; and . r - a) '-The accuracy of the. catalog must be maintained by Contractor throughout the . duration of theACS; and • b) The catalog must include aState of Florida specific contract Identification .. number, and _ :..• c) The catalog must include detailed product line item descriptions; and d) The catalog must include pictures when possible** and • e) The catalog must include any additional iJepartment'content requirements. f) Contractor,agrees that the Department controls which ACS appear in MFMP and that the Department may elect at any time te.remove any Contractor's offering from MFMP.. . . Contractor must be.able to accept Purchase Carders via fax, a -mail, oXML or INTAS 12: • *Aravo is a catalog repository tool used by MFMP.: Contractors maintain their line item catalog • offerings through this online tool. Contractor's catalog content is reviewed and approved by. the Department in Aravo before being migrated Into the MFMP eProcurement System. These services will be provided by MFMP: at no additional cost to the Contractor. "Details regarding the submission of image files and catalog content will .be discussed, during the enablement process; however, the following represents key information regarding the submission of product image files: a) :Provide actual image files (in gif, jpeg and other commonly used formats) for all of the items in the Contractor's catalog that will be hosted, by the system. These iMagee are displayed to the agencies directly in search results as,weli as in the product detailswindow. : . : b) Provide the actual image files in a'"zip archive". Please go to www. to download the WinZip® application that is needed to create such a well as additional details about using WinZip® application. c) Provide Only nne image per product. d) Color Pictures are preferred; however,blackand white pictures car drawings are acceptable if this is the current standard ter the Contractor's business marketing. e) Please note the MFMP.prefeis jpg format for image files:(28OX280 pixels) although Images in many:other formats are accepted. • i. When an image is in Jpg format, it is resized to 280X280 pixels, if necessary, to maintain a consistent appearance MFMP ii. When an image is in a format otherthanjpg, it will he converted to jpg. and resized to 2$OX2B0 pixels to maintaina consistent appearance for MFMP, .. •. f) As products change, updated image files must be submitted to update the MFMP Catalog, Page 4of 4 ' rchive as In rare instances where an image is not available, the Departrnent will work with the'Contraptor -to determine the best solution for advertisingthe Contractor's offerin Ordering instructions Catalog • This catalog type is created by the•Department, The focus is to direct the Eligible User with the proper 'method of purchasing the goods and/or services awarded based on direction from the Eligible User and previous experience with such commodities. 1. The Contractor agrees to meet the follovvIng requirements, • . Provide appropriate 'contact information for Eligible Users to use for product and/orteinilce inquiries and purchases, as well as the most up-to-date • PrOdu*ervice offering the Contractor Is authorized to provide in accordance with the statewide contract,and b,: If orders meta beSent to resellers or distributors for fulfillment then the : Contractor is responsible for Providing this list Of authorized resellori or distributors for Use; and ; ' • : • c, The accuracy Of this information must be maintained by Contractor throughout the duration of the ACS; and 2. Contractor agrees that the Department .controls'Which AOS may appear.'In MFMPand that the Department may eksot at any time to remove any Contractor's offering from MFMP, 3, Contractor must be able to accept purchase Orders via fax, e-maii, cXML or EDI 'INT AS 12 13:4 Electronic Invoicing: • ' The COntraetor : shall supply electronic invoices in lieu of . paper -based ; invoices for those transactions processed through the MFMP within ninety (90) days from contract effective date. Electronic invoices shall be submitted to the agency through the Ariba. Supplier Network (ASN) in one of three mechaniSniSaS below • • cXML (cOmkarae eXtenslble MariovnLanguage) This standard establiShealhe date contents *required for invoicing via cXML within the context of an electronic environment. This. transaction set. can be used for invoicing via the ASN for catalog and non -catalog goods and seivices. The cXML format Is the Mbo preferred method for . • •. 4 ••• •: EDI (EleCtronic Data InterCilange) • • This standard establishes the data contents of the Invoice Transaction Set (810) for use within : the context of an Electronio Data triterchange (EDT) environment. This transaction set Can be used for invoicing via the ASN for catalog and noncateil0 goods and serviceS. • PO Flip via ASN The online process allows Contractors to submit invoices via the ASN for catalog and non -catalog goods and servicei. Contractors have the ability to create an invoice directly from their Inbox in thelr;AS11. account by simply "flippingn the PO into an invoice. ' This option does not require any special software or technical capabilities, •. :Page 505 ...• For the purposes of this section, the Contractor warrants and represents that rf is authorized and er pb reti o_and=hereby grants;the-State-and-the-third-party provider.ot=HEMP; a state -contractor; the right and license to use, reproduce; transmit, distribute; and pubiiciy display within the system the information outlined above. In addition, the Contractor warrants and. represents that it is authorized and empowered to •and 1lereby grants the State and the third party provider the right and license to reproduce and display within the system the Contractor's trademarks, system: marks; logos, trade dress, or other•branding .designation that ideritifles the products made available by the' - Contractor under the ACS. The Contractor will work with the MFMP management team to obtain spevif o requirements fo ectntinio invoicing upon contract award, . Contract Quarterly Repo Each Contractor shall submit a Quarterly Report in.the required forrnat electronioally to the Department Contract Manager within 30 days of the end of.the quarter. The Department reserves the right to require the Contractor to provide additional reports within 30 days written notice. Failure to provide the Quarterly Report or other reports requested by the Department may :result in the:Contractor being found in default and may result in termination of the GCS. • initiation and submission of the Report are the:responsibility of the Contractor without prompting or notification by the. Contract Manager. Sales will be reviewed en a quarterly basis. Shoutd rio sales be recorded in two consecutive contract quarters, the Department may terminate the contract. 14, ausiness Review. Meetings: The Department reserves the right.to schedule business review meetings as frequently as .necessary, The ©apartment; will provide "the. format for the Contractor's agenda. • Prior to the Meeting,: the Contractor shall submit the Completed agenda to the Department for review and .acceptance, The Contractor shall address the agenda items ,and any of the 'Department's additional: concerns at the. meeting. Failure" to "comply with this section_ may .result in the Contractor being found in default and contract termination: 15. GoiitYien#tci liversity in Cover The Stateof Florida is committed to. suppt?rting (ts diverse business induetry and population 'through -ensuring participation by: minority-, vomen=, wartime;; and service -,disabled veteran business enterprises in the economic life of the State. The .State of Morida Mentor Protege Program connects :minority-, -women-, wartime-, and service -disabled veteran business enterprises with .private corporations for:.:business 'development mentpring. We :Strong ncourage..firms doing businesswith the State of Florida to consider this initiative:' For more ormation on the Mentor Protege. Program; please contact the Office of Supplier Diversity at . (850) 487-0915 or osdhelp dms:mvflorida;com. .Upon request, the . Contractor shall .report to -the Department spend with :certified and other minority; business enterprises: These reports will include the;period covered{ the name, minority • code and Federal Employer Identification Number of.:each minority vendor utilized during:the .period, commodities and services. provided by the minority{ business enterprise, and the amount paid to each minority vendor on behalf -cif each purchasing agency Ordering under the terms of this Contract. he Page8of6 16. Warrant of Authority: Each person signing this ACS respective parry. _ IN WITNESS WHEREOF, the p below. State of Florida, Department of Manage rnerrt Services: By: Name:, w ., Title; Date: h u have executed this ACS as tzor�ea to ci and-to_birid-the of last date signed by the parties By: . r Name: Title::. Date: f "nclasure: Exhibit B -State of Florida Price List Exhibit C PUR 1000 Form Exhibit A - NJPA Contract No. 022712 Floor Coverings with Related Supplies, Equipment and Services Exhibit © - Preferred Price Affidavit Page 7of�'- How to Use this Contract / Floor Cove gs with Related Supplies, Equipment and Servic... Page 1 of 3 Department of Management Services Florida Department of Management Services > Business Operations > State Purchasing > Vendor Information > State Contracts and Agreements > Alternate Contract Source > Floor Coverings with ReFated-3-up pl ie5; --. EquiurrrEi anid-Services->-Flow Contract - How to Use this Contract • Pricing Approach - This competitively solicited multiple -award contract utilizes pricing by National Joint Powers Alliance (NJPA) (usually a discount from a retail price list). Most prices for this ACS are equal to or lower than current approved GSA pricing for delivered and Installed carpet and flooring materials, Including sundries. • Who to Contact to Order - Visit the ordering instructions Web page under "Contractors" on the DMS contract and agreement website. Contractors may utilize servicing dealers and Installation firms for orders. • How to Place an Order - Review the ordering instructions Web page under "Contractors" on the DMS contract and agreement webslte. • Additional Costs - There may be additional charges for Installation, options, and additives. See each contractor's pricing page for details. • Delivery Time - Delivery time is. within 30 days after receipt of purchase order. Some contractors provide quick ship products. • PCard (Purchasing Card) Acceptance - Yes. • Florida Climate Friendly Preferred Products / Recycled Items - Yes. • MyFloridaMarketPiace Customers - To access MyFloridaMarketPiace, loci in to MFMP Buyer using the username and password provided by your agency system administrator. To create purchase orders from this contract, you may use the 'Explore Catalogs' selection on your home screen. Conduct a search for the contract number, SKO number or specific Item name/description and add the contract item to your requisition. Alternatively, you may create a requisition and on the 'Add Items' page conduct a search to add the contractitem(s). If the contract has ordering instructions (lines with a $Q amount), contact the vendor for a quote and then complete a non -catalog requisition. To add non -catalog items, use the 'Create Non -Catalog Item' button, Remember to select the appropriate 'State Contract ID' from the drop down box when ordering contract items. lzttp://www.chns.myflorida..com/l:susiness operations/state ur°chasing/vendor informatio... 11/26/2014 ~ ' Frequently Asked Questions /F}noz Coverings with Related Supplies, Equipment and Smz. Page lof3 Department ofManagement Services Flor.1da Department of Manaciement Services > Business Operations > State Purchasinq > Vendor Information > State Contracts and Aqreements > Alternate Contract Source > Floor Cov�ringa,with Frequently Asked Questions ii Frequent Questions 1. How do I know where to -submit an order to the contractor? Visit the cnntractom'Web page under this state term contract to view a table of current contractors. This table contains the name, phone number, and o-mall address of the contact vvhena you should submit orders. 2. T have a C8[DBf project, and I've never done this before. Do you have Yes, the "Instructions to Usinq Aoency"is a guide for purchasing procedures and servicing dealer responsibilities, 3. Can T order any flooring OrOdUCtS on this carpet contract? Eligible products include broadloom carpet, carpet tiles, and rubber. Carpet manufacturers may also include optional products ouchao VCT, linoleum, sheet vinyl, and walk -off mats to complete the carpet project. 4. If 2rO O\G[jDg a large DRje[, CaO T get additional pricing discounts from the For large s[ngle orders, the Division of State Purchasing encourages you to request additional discounts from the listed contract prices from the contractors. Although not required toprovide additional discounts, contractors can pass onvolume-based savings (e.g., shipping, handling) to buyers under the terms ofthe contract. 5. TS there a 7O(OiDlUDl order size for this CUDt[OCt? Some products have minimum order amounts. Please check with the contractor. 6. Does the contractor accept KBRd5 yOVFChasYOg cards)? Yes, the contractor(s) accepts PCards. 7. Does the contractor offer any early payment /OC2ntiV8G Or partial D8y08Dt The Division of state Purchasing. -has not negotiated early payment discounts as part of the standard terms and conditions of this contract. If you are interested and able to pay promptly, you should Frequently Asked Questions /F}Vnr Coverings with Related Supplies, Equipment and Swr— Page %of9 contact the contractor directly to see If they are vvUUng to provide early payment discounts to you. However, eligible users are encouraged to allow the manufacturer to bill for materials and have a partial payment ofuptoO096ofthe total purchase order dollar amount, especially for large jobs and jobs where installation isdelayed, Terms should be presented in wr|Ung and approved by both parties prior to any work being performed.. At a minimum, terms should address expected delivery, Installation dates, payment terms, and penalties. S. What should I do if I have an issue with the contractor? If you are unable to resolve an Issue with a contractor, you can contact the Contract Administrator listed For the contract on our webslte to explore additional options, These options Include: complete avendor performance survey online todocument the issue, work with the Department of Management Services (DMS) to elevate the issue with the contractor representatives, oruwbm1ta vendor complaint that requirasa formal response from the contractor. 9. Who do T COOta[ƒ in the [)iViSiOD of State Purchasing for additional help OO how to use this contract? If you have a question after reviewing these PAQo contact the Contract Administrator listed for the contract offline for additional assistance, 10' Who dOTcontact ifTcan get better pricing than the pricing listed OOthis state term contract? _ The Division of State Purchasing recommends you contact the contractor to see if they will match the lower price under this contract. If they will not match the. price, you may contact the Contract Administrator listed for this state term contract online and provide pricing details, This feedback helps us understand the pricing competitiveness ofthis state term onntnzoL. 11. What should T do if the products Or services OO this state term contract are also available On another statewide agreement? If there boverlap of products orservices across multiple statewide agreements, agency buyers are required to purchase from existing state term contracts If one exists. Eligible users are encouraged to purchase from the statewide agreement that provides the best value totheir entity. .. }1/26/20}4 Contractors Floor Coverings with Related Supplies, Equipment and Services / Alternate ... Page 1 of 3 Department of Management Services Florida Department of Management Services > Business Operations > State Purchasing > Vendor Information > State Contracts and Agreements > Alternate Contract Source > Floor Coverings with -Retated-Su-o-pite-srEand-Services > contractors « Return Floor Coverings with Related Supplies, Equipment and Services360-240- 12-1 N]PA Contractors Name Bentley Mills, Inc. Continental Flooring Company Interface Americas, Inc. Milliken Services Mohawk Carpets, Dublin, GA (A) Shaw Industries, Inc. (Al Tandus Centiva US LLC CBE Code A - Non -Minority A - Non -Minority A - Non -Minority N - African - American, Non Certified A - Non -Minority A - Non -Minority A - Non -Minority Florida Climate Friendly Preferred Products Yes Yes Yes Yes Yes Yes Yes Utilizes Recycled Authorized Products Resellers Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No No No Coverage Area Statewide Statewide Statewide Statewide Statewide Statewide Statewide http://www.dnas.myflorida.com/business_operations/state_purchasing/vendor_informatio... 11/26/2014 Exhibit C State of Florida -- PUR 1000 General Contract Conditions Contents 1. Definitions. 2, Purchase Orders. 3. Product Version. 4. Price Changes Applicable only to Term Contracts. 5. Additional Quantities. 6. Packaging. 7. Manufacturer's Name and Approved Equivalents. 8. Inspection at Contractor's Site. 9. Safety Standards. 10. Americans with Disabilities Act. 11. Literature. 12. Transportation and Delivery. 13. Installation. 14. Risk of Loss. 15. Transaction Fee. 16. Invoicing and Payment. 17. Taxes. 18. Governmental Restrictions, 19. Lobbying and Integrity. 20. Indemnification. 21. Limitation of Liability. 22. Suspension ofWork. 23. Termination for Convenience. 24. Termination for Cause. 25. Force Majeure, Notice of Delay, and No Damages for Delay. 26, Scope Changes. 27. Renewal. 28. Advertising. 29. Assignment. 30. Dispute Resolution. 31. Employees, Subcontractors, and Agents. 32. Security and Confidentiality. 33. Independent Contractor Status of Contractor. 34. Insurance Requirements. 35. Warranty of Authority. 36. Warranty of Ability to Perform. 37. Notices. 38. Leases and Installment Purchases. 39. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). 40. Products Available from the Blind or Other Handicapped. 41. Modification of Terms. 42. Cooperative Purchasing. 43. Waiver, 44. Annual Appropriations. 45. Execution in Counterparts. Page 1 of 11 46. Severability. I_Definitions. The -definitions -contained in-sA0A-1.001, FAC. shall-apply-to-this-agreement;The following additional terms are also defined: (a) "Contract" means the legally enforceable ACS that result from a successful solicitation. The parties to the Contract will be the Customer and Contractor. (b) "Customer" means the State agency or other entity that will order products directly from the Contractor under the Contract. (c) 'Product" means any deliverable under the Contract, which may include commodities, services, technology or software. (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written purchase order, electronic purchase order, procurement card, or other authorized means). 2. Purchase Orders. A Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by the Customer directly with the Contractor, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for services within the ambit of section 287.058(1) of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15) and (16) of the Florida Statutes. 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order, unless the Customer specifically requests in writing an earlier model or version and the contractor Is willing to provide such model or version. 4. Price Changes Applicable only to Term Contracts. If this is a term contract for commodities or services, the following provisions apply. (a) Quantity Discounts. Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract, but upon the same or similar terms of the Contract, then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit to the Contract Specialist documentation Page 2 of 11 identifying. the proposed (1) starting and ending dates of the promotion, (2) products involved, and (3) promotional prices compared to then -authorized prices. Promotional prices shall be available to all Customers. Upon approval, the Contractor shall provide conspicuous notice of the promotion. (d) Trade -In. Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies, it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273, F.S. (e) Equitable Adjustment, The Customer may, in its sole discretion, make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular Contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the Contract would result in a substantial loss. 5. Additional Quantities. For a period not exceeding ninety (90) days from the date of solicitation award, the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation, 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain Customer's property. 7. Manufacturer's Name and Approved Equivalents. Unless otherwise specified, any manufacturers' names, trade names, brand names, information or catalog numbers listed in a specification are descriptive, not restrictive. With the Customer's prior approval, the Contractor may provide any product that meets or exceeds the applicable specifications. The Contractor shall demonstrate comparability, including appropriate catalog materials, literature, specifications, test data, etc. The Customer shall determine in its sole discretion whether a product is acceptable as an equ iva lent. a. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. 9. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas Association for gas -operated assemblies. In addition, all items furnished shall meet all applicable Page 3 of 11 requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution. 10._Americans-with-Disabilities Aot,Contraeters should -identify -any products -that -may -be -used or adapted for use by visually, hearing, or other physically impaired individuals. 11. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals, price schedules, catalogs, descriptive brochures, etc. 12. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. 13. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. 14. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non -conforming product shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor, and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 15. Transaction Fee. The State of Florida has instituted MFMP, a statewide eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the Contractor shall pay to the State, unless exempt pursuant to 60A-1,032, F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A- 1.031(2), F.A.C. By submission of these reports and corresponding payments, Contractor certifies Page 4 of 11 their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of an1tes)1futhitem( are returned to the Contractor throu-gh no faUlt, —abt,-Or omission Of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES SHALL BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE. 16. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number, and the appropriate vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option, Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper -based invoices for those transactions processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810, cXML, or web -based invoice entry within the ASN. Payment shall be made in accordance with sections 215.422 and 287,0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The Customer is responsible for all payments under the Contract. A Customer's failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. 17. Taxes. The State does not pay Federal excise .or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this paragraph shall be explicitly noted by the Customer on a purchase order or other special contract condition. 18. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material, quality, workmanship or performance of the products offered under the Contract, the Contractor shall immediately notify the Customer in writing, indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 19. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, Page 5 of 11 advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: htte://dlis.dos.state.fl.us/barm/oenschedulesigensched.htm). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment. 20. Indemnification. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and Customers, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. Further, the Contractor shall fully indemnify, defend, and hold harmless the State and Customers from any suits, actions, damages, and costs of every name and description, including attomeys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non -infringing. If the Contractor is not reasonably able .to modify or otherwise secure the Customer the right to continue using the product, the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State or Customer in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 21. Limitation of Liability. For all claims against the Contractor under any individual purchase order, and regardless of the basis on which the claim is made, the Contractors liability under a purchase order for direct damages shall be limited to the greater of S100,000, the dollar amount of the purchase order, or two times the charges rendered by the Contractor under the purchase order. Page 6 of 11 This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 22. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract, at any time, when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate'the Contract. Suspension of work shall not entitle the Contractor to any additional compensation. 23. Termination for Convenience. The Customer, by written notice to the Contractor, may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. The Contractor shall not be entitled to recover any cancellation charges or lost profits. 24. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to (1) deliver the product within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises, from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law or under the Contract. 25. Force, Majeure, Notice of Delay, and No Damages for Delay. The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts Page 7 of 11 of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or Contractors if no alternate source of supply is available to the Contractor. in case of any delay the Contractor believes is excusable, the Contractor shall notify the Customer in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Customer for direct, indirect, consequential, impact or other costs, expenses or damages, inctuding but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to Customers, in which case the Customer may (1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part. 26. Scope Changes. The Customer may unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustrnents require the written consent of the Contractor, which shall not be unreasonably withheld. If unusual quantity requirements arise, the Customer may solicit separate bids to satisfy them. 27. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract, in whole or in part, for a period that may not exceed 3 years or the term of the contract, whichever period is longer. Any renewal shall specify the renewal price, as set forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds. 28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, reseliers, or service representative. 29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Customer; provided, the Contractor assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and Page 8 of 11 the State. In the event of any assignment, the Contractor remains secondarily liable for performance of the contract, unless the Customer expressly waives such secondary liability. The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 30. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within ten (10) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the altemative dispute resolution procedures outlined in Chapter 120. Without limiting the foregoing, the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply and the parties waive any right to jury trial. 31. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the 'Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must comply with all security and administrative requirements of the Customer. The State may conduct, and the Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by the Contractor. The State may refuse access to, or require replacement of, any personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees, subcontractors, or agents. 32. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the State and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's or Customer's confidential information, or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to. its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract. 33. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State shall take all actions necessary to ensure that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Contractor's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida. Page 9 of 11 34. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract, Providing and maintaining adequate insurance coverage is a material obligation of the Contractor. Upon request, the Contractor shall provide certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's Iiabillty and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. 35. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respebtive party to the Contract. 36. Warranty of Ability to Perform. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract. 37. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service, or by personal delivery to the agency designee identified in the original solicitation, or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other, in writing, if someone else is designated to receive notice. 38. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any lease or installment -purchase agreement in excess of the Category Two amount established by section 287.017 of the Florida Statutes. 39. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth in section 946,515(2) and (4) of the Florida Statutes; and for purposes of the Contract the person, firm, or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at htto://wwvv,oridefl.com. 40. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this contract the person, firm, or other business entity carrying out the provisions of this contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional information about the designated nonprofit agency and the products it offers is available at http://wvvw,respectofflorida.org. Page 10 of 11 41. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 42. Cooperative Purchasing. Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein. Non -Customer purchases are independent of the agreement between Customer and Contractor, and Customer shall not be a party to any transaction between the Contractor and any other purchaser. State agencies wishing to make purchases from this agreement are required to follow the provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. 43. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 44. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature. 45. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 46. Severability. If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and in effect. Page 1 1 of 11 i Page 12 of 11 National Joint Powers Alliance® (herein NJPA) REQUEST FOR. PROPOSAL (herein RFP) - for the procurement of FLOOR COVERINGS WITH RELATED SUPPLIES, EOlUIPAILENT ANI SERVICES RFP Opening February 28, 2012 8:00 AM Central TIME At the offices of the National Joint Powers Alliance® 202 12th Street Northeast, Staples, MN 56479 RFP #022712 The National Joint Powers Alliance® (NJPA), on behalf of itself and its current and potential Members in Government and Education and Higher Education nationwide, issues this request for proposal (RFP) to provide FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES, details of this RFP are available beginning January 19, 2012 and continuing until February 9, 2012. Details may be obtained by letter of request to Gregg Meierhofer, NJPA, 202 12th Street Northeast, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until February 27, 2012 at 4;30 p.m. Central Time at the above address and opened February 28, 2012 at 8:OOAM Central Time. The text above is the Public Notice to Proposers to be used by NJPA. January 19, 2012 and January 26, 2012 February 9, 2012 February 13, 2012 2:00PM Central February 27, 2012 4:30 PM Central February 28, 2012 8:OOAM Central RFP Timeline • Publication of RFP in the print and online Minneapolis Star Tribune, the NJPA website, and on the website of noticetobidders.com • Deadline for RFP requests e Pre -Proposal Conference (webcast — conference call - Connection info • sent to all inquirers two business days prior to the event). • Deadline for Submission of Proposals Public Opening of Proposals Direct questions regarding this RFP to: Gregg Meierhofer at R-remmelerhofer(@,niocicoop.orgor (218)894-1930 R}P Proceduresoffers the methods for submitting questions. Page 1 of 47 RFP 022712 TABLE OF CONTENTS 1. INTRODUCTION A. About NJPA B. Joint Exexcise of Powers Laws C. Why Propose a National Cooperative Procurement Contract D. The Intent of this RFP E. Scope of this RFP F. Expectations for Products/Services being Proposed 2. DEFINITIONS A. Proposer — Vendor B. Contract C. Time D. Proposer's Response E. Currency 3. INSTRUCTIONS TO PREPARING YOUR PROPOSAL A. Pre -Proposal Conference B. Identification of key personnel C. Proposer's exceptions to terms and conditions D. Formal instructions to Proposers B, Questions and answers about this RFP F. Modification or withdrawal of a submitted Proposal G. Value added attributes, products/services H. Certificate of Insurance I. Order Process and/or Funds Flow J. Administrative Fees 4. PRICING STRATEGIES A. Line -Item Pricing B. Percentage discount from catalog or category C. Hot List Pricing D. Ceiling Price E. Volume Price Discounts F. Sourced Goods G. Cost Plus a Percentage of Cost H. Total Cost of Acquisition I. Requesting Product and Service additions/deletions J. Requesting Pricing Changes K. Pricing and Products Changes Fouiiat L. Single Statement of Pricing — Historical Record of Pricing ]VI. Payment Terms N. Sales Tax O. Shipping and Shipping Program P. Normal Working Hours 5. MARKETING PLAN 2 of 47 6. PROPOSAL OPENING PROCEDURE 7. EVALUATION OF PROPOSALS A. Proposal evaluation process B. Proposer Responsiveness C. Proposal evaluation criteria D. Cost Scoring Evaluation E. Product Testing F. Past performance information G. Waiver of formalities 8, POST AWARD OPERATING ISSUES A. Subsequent Agreements B. NJPA Member sign-up procedure C. Reporting of sale activity D. Audits E. Hub Partner F. Trade -Ins G. Out of Stock Notification H. Termination of a Contract resulting from this RFP 9, GENERAL TERMS AND CONDETONS A. Advertisement of RFP B. Advertising a Contract Resulting From this RFP C. Applicable law D. Assignment of Contract E. Proposers List F. Captions, Headings, and Illustrations G. Confidential Information H. Data Privacy I, Entire Agreement J. Force Majeure K. Gratuities L, Hazardous Substances M. Legal Remedies N. Licenses O. Material Suppliers and Sub -Contractors P. Non -Wavier of Rights Q. Protests of Awards Made R. Provisions Required by Law S. Public Record T. Right to Assurance U. Suspension or Disbarment Status V. Human Rights Certificate W. Severability X. Relationship ofParties 10. FORMS A, B, C, D, E, G, H, I 11, P.RE-SUBMISSION CHECKLSIT RFP 022712 1, INTRODUCTION A. ABOUT NJPA 1.1 The National Joint Powers Alliance-(NJPA)- is a public agency -serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership includes states, cities, counties, governmental agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations. This Minnesota Statute also allows for service to NJPA Member agencies in. Minnesota and all other states. 1.2 To this end, NJPA has .established a series of procurement contracts with various Vendors of products/services which NJPA Members desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws, A complete listing of NJPA cooperative procurement contracts can be found at www.nipacoop.org. 1.3 NJPA's publicly elected Board of Directors calls for all proposals, awards all Contracts, and hosts those resulting Contracts and offers them for the benefit of its Membership. 1.3.1 Subject to Approval of the Board: Any award of Contract made by an authorized NJPA Employee will be subject to such action by the NJPA Board of Directors. 1.4 NJPA currently serves over 30,000 member agencies. Both membership and utilization of NJPA Contracts continues to expand at exponential rates. The value of our Contracts driven to our Members is reflected in our growth. B. JOINT EXERCISE OF POWERS LAWS 1.5 NJPA cooperatively shares those contracts with its Members nationwide through various "Joint Exercise of Powers Laws" established in Minnesota and most other States. The Minnesota "Joint Exercise of Powers Law" is Minnesota Statute §471.59 which states "Two or more governmental units...may jointly or cooperatively exercise any power common to the contracting parties..." Similar Joint Exercise of Powers Laws for each State of the United States can be found on our website at htto://www.nipacoop.or2/LEARN/About/Legalltuni and clicking on that state at the bottom of the web - page. C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT 1.6 National Cooperative Procurement Contracts create value for both Municipal buyers and their Vendors of products/services in two ways: 1.6.1 We save the time and effort of many municipal buyers bringing individual procurement proposals AND the time and effort of the Vendors in responding individually to those invitations. A single invitation for a cooperatively held contract can replace potentially thousands of invitations for the same items from individual NJPA Members. 1.6.2 We earn volume purchasing discounts which are passed on to our Members. A single awarded Proposal is likewise exposed to thousands of potential Municipal purchasing units nationwide creating efficiency and savings to the business community as they sell products and services to government and education agencies. 1.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that lower prices, better overall value and time savings will be the result. 3 of 47 RFP 022712 1.8 The collective purchasing power of thousands of NJPA Members nationwide offers the opportunity for volume pricing discounts. Although no volume is guaranteed by a Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified. 1.9 NJPA and its Members desire the best value for their procurement dollar as well as a competitive price. Pre -competed procurement contracts offer NJPA and its Members the ability to more directly compare non -price factors in their procurement analysis and it offers Vendors the opportunity to display those attributes without the timing and interpretation constraints of a typical individual proposal process. D. THE INTENT OF THIS RFP 1.10 The intent of this RFP is to award an Exclusive Single Award Contract to a qualifying manufacturer or distributor Proposer demonstrating a solution which meets and/or exceeds the requirements of NJPA and its Members within the scope of FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES. Qualifying Proposers must be able to demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and the ability to both market to and service NJPA Members in all 50 states. All proposals received will be evaluated based on (among several other factors) their ability to provide the greatest utility to NJPA and NJPA Members and across the widest spectrum of products and services. 1.11 NJPA's primary intent is to provide cooperative contract procurement contract opportunities for ourselves and our Members and for quality goods and services when they are needed and at pricing reflective ofNJPA's status in the market place. 1.11.1 Beyond our primary intent, NJPA further desires to: • Deliver value throughout the potential four year term of a contract resulting from this RFP; • Deliver technological advances both now and throughout the potential term of a contract resulting from this RFP; • Deliver "Value Added" characteristics as defined in the "Proposer's response"; • Deliver spectrums of solutions to :the spectrums of needs by NJPA and NJPA Members. E. SCOPE OF THIS RFP 1.12 Non -Manufacturer Awards: NJPA reserves the right to make an award related to this invitation to a non -manufacturer such as a dealer/distributor if such action is in the best interests of NJPA and its Members. 1.13 Multiple Awards: Although it is NJPA's intent to award a contract to a single Vendor, NJPA reserves the right to award a Contract te multiple Proposers where the responding Proposers are deemed to lack the ability to appropriately service a national contract or such action is deemed to be in the best interests of NJPA and its Members 1.14 Award by Board of Directors: An Award of Contract may be made by the NJPA Board of Directors based on the recommendation of the NJPA Proposal Review Committee and on the best interests of NJPA and its Members. NJPA is seeking a Prime, Exclusive Vendor relationship(s) to meet this need. The goal and intent of this RFP is to follow through with a proposal award and contract to be marketed nationally through a cooperative effort between the awarded vendor(s) and NJPA to its participating members.. 1.15 Best Responsive — Responsible Proposer: It is the intent of NJPA to award a Contract to the best responsible and responsive Proposer(s) offering the best overall quality and selection of products/services 4 of 47 RFP 022712 and services meeting the commonly requested specifications of the NJPA and NJPA Members, provided the Proposer's Response has been submitted in accordance with the requirements of this RFP. 1.16 Sealed Proposals: NJPA will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Mimicipal Contracting Law. Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to NJPA and its current or qualifying future NJPA Members. 1.17 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of NJPA and its Members. NJPA and/or its members reserve the right to obtain like goods and services solely from this Contract or from another contract source of their choice. 1.18 NJPA's interest in a contract resulting from this RFP: Not withstanding its own use, to the extent NJPA issues this RFP and any resulting contract for the use of its Members, NJPA's interests and liability for said use shall be limited to the competitive proposal process performed and terms and conditions relating to said contract and shall not extend to the products, services, or warranties of the Awarded Vendor or the intended or unintended effects of the goods and services procured there from. 1.19 Sole Source of Responsibility- NJPA desires a "Sole Source of Responsibility" Vendor meaning the Vendor will take sole responsibility for the performance of delivered products/services. NJPA also desires sole responsibility with regard to: 1.19.1 Scope of Products/Services: NJPA desires a single provider for the broadest possible scope of the goods and services being proposed over the largest possible geographic area and to the largest possible cross-section of NJPA Members. 1.19.2 Vendor use of sub -contractors in sourcing or delivering goods and services: NJPA desires a single source of responsibility for products/services proposed. Proposer's are assumed to have sub -contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the goods and services being proposed. Vendor assumes all responsibility for the products/services and actions of any such Sub - Contractor. 1.20 Additional Definition for the scope of this solicitation. 1.20.1 In addition to FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES, this solicitation should be read to include: 1.20.1.1 N/A 1.20,2 NJPA reserves the right to limit the scope of this solicitation for market segments already being serviced by existing NJPA procurement contracts. 1.21 Solutions Based Invitation: 1.21.1 All potential Proposers are assumed to be professionals in their respective fields. As professionals you are deemed to be intimately familiar with the spectrum of NJPA and NJPA Member's needs and requirements with respect to the scope of this RFP. 1.21.2 With this intimate knowledge of NJPA and NJPA Member's needs, Proposers are instructed to provide their proposal response in a format describing their solutions to those current 5 of 47 RFP 022712 and future needs and requirements. Proposers should take care to be economical in their response to this RFP. 1.21.3 Multiple solutions to the needs of NJPA and NJPA Members are possible. Examples could include: - 1.21.3.1 Materials Only Solution: A Materials Only Solution may be appropriate for situations where NJPA or NJPA Members possess the ability, either in-house or through local third party contractors, to properly install and bring to operation those materials being proposed. 1.21.3.2 Turn -Key Solutions: A Tum-Key Solution is combination of' materials and services which provides a single price for materials, delivery, and installation to a properly operating status. Generally this is the most desirable solution as NJPA and NJPA Members may not possess, or desire to engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors 1.213.3 Good, Better, Best: Where appropriate and properly identified, Proposers are invited to offer the CHOICE of good — better — best multiple grade solutions to NJPA and NJPA Member's needs. 1.21.3.9 Proven — Accepted — Leading Edge Technology: Where appropriate and properly identified, Proposers are invited to provide the CHOICE of an appropriately identified spectrum of technology solutions to NJPA and NJPA Member's needs both now and into the future. 1.22 Overlap of Scope with other proposal subjects: 1.22.1 When considering individual, or groups of goods and services for inclusion to a "Scope of Bid", please consider the validity of an inverse statement. For example, pencils and post -it -notes can generally be classified as office supplies and office supplies generally include pencils and post -it -notes. In contrast, computers (PC's and peripherals) can generally be considered office supplies, however the scope of office supplies does not generally include computers (servers and infrastructure). To further the point: automobiles are often used as office space, stocked as office space, and the use of is funded by employers as office space, however automobiles are not generally considered to be in the scope of office space. In conclusion: With this in mind, individual products and services must be examined individually by NJPA, from time to time and in its sole discretion, to determine their compliance with "Scope" as intended by NJPA. 1.23 Geographic Area to be Proposed: This RFP invites proposals to provide FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES to NJPA and NJPA Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness tu explore service to NJPA Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non -award. The ability to serve Canada, for instance, will be viewed as a value-added attribute. 6 of 47 RFP 022712 1.24 Manufacturer as a Proposer: If the Proposer is a Manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that Manufacturer's Dealer Network. Unless stated otherwise, a Manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their Dealer Network where that Dealer Network is informed of, and authorized to accept, purchase orders pursuant te any Contract resulting from this RFP on behalf of the Manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub -contractor of the Proposer/Vendor. The relationship between the Manufacturer and wholesale distributor Proposer and its Dealer Network may be proposed at the time of the proposed submission if that fact is properly identified. 1.25 Dealer/Re-seller as a Proposer: If the Proposer is a dealer or re -seller of the products and/or services being proposed, the response will be evaluated based on the Proposer's authorization to provide those products and services from their manufacturer. Where appropriate, Proposers must document their authority to offer those products and/or services. 1.26 Contract Term: A contract resulting from this RFP will become effective the date established in the "Offering and Award" (Fenn D). NJPA is seeking a Contract base term of four years subject to •annual renewals as allowed by Minnesota Contracting Law. Full term is expected, however will only occur through successful annual renewals. One additional one-year renewal -extension may be offered by NJPA to Vendor beyond the original four year term if NJPA deems such action to be in the best interests of NJPA and its Members. 1.27 Minimum Contract Value: NJPA anticipates considerable activity resulting from this RFP and subsequent award; however no commitment of any kind is made concerning actual quantities to be acquired. NJPA does not guarantee usage. Usage will depend on the actual needs of the NJPA Members and the value of the awarded contract. 1.28 Estimated Contract Volume: Estirnated quantities and sales volume are based on potential usage by NJPA and NJPA Members. 1.29 Largest Possible Solution: If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of NJPA and its Members within the scope of this RFP. NJPA prefers Proposers submit their complete product line of products and services described in the scope of this RFP. NJPA reserves the right to reject individual, or groupings of specific products/services proposals as a part of the award. 1.30 Contract Availability: This Contract must be available to all current and potential NJPA Members who choose to utilize this NJPA Contract to include all governmental agencies, public and private primary and secondary education ageneies, and all non-profit organizations nationally. 1.31 Proposer's Commitment Period: In order to allow NJPA the opportunity to evaluate each proposal thoroughly, NJPA requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals were opened regarding this RFP. F. EXPECTATIONS FOR PRODUCTS/SERVICES BEING PROPOSED 1.32 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the FLOOR COVERINGS WITH. RELATED SUPPLIES, EQUIPMENT AN)) SERVICES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/services, related services, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated needs and requirements of N.TP.A and its Members, 1.32.1 Deviations from industry standards must be identified by the Proposer and 7 of 47 RFP 022712 explained how, in their opinion, the products/services they propose will render equivalent ftm.ctionality, coverage, performance, and/or service. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal. 1.31.-2 Technical Descriptions/Specifications.Bidder's must supply sufficient information • Dernonstrate the Bidder's knowledge of industry standards, and • identify the products and services being bid, and • differentiate those products and services from others, Excessive technical descriptions and specifications which, in the opinion of NJPA, unduly enlarges the bid response may reduce evaluation points awarded on Form G. 1.33 Important note; NJPA does not typically offer specific product and service specifications; rather NJPA is requesting an industry standard or accepted specification for the requested products and services. Where specific line items are specified, those line items should be considered the minimum which can be expanded by the Proposer to deliver the Proposer's "Solution" to NJPA and NJPA Member's needs. 1.34 Commonly used Goods and Services: It is important that the products/services submitted are the products/services commonly used by public sector entities. 1.35 New Current Model Goods:. Proposals submitted shall be for new, current model products and services with the exception of certain close-out products allowed to be offered on the Proposer's "Hot List" described herein. 1.36 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes. 1.37 Delivered and operational; Products offered herein are to be proposed based upon being delivered and operational at the NJPA Member's site. Exceptions to "delivered and operational" must be explicitly disclosed in the 'Total Cost of Acquisition" section of your proposal response. 1.38 Warranty: The Proposer/Vendor warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer's warranty that includes materials and labor, The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty's terms with the manufacturer. Any manufacturer's warranty which is effective past the expiration of the warranty will be passed on to the NITA member. Failure to submit a minimum warranty may result hi the non -award. 139 Proposer Warrants: The Proposer warrants all goods and services furnished hereunder will be free from liens and encumbrances; and defects in design, materials, and workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards, In addition, Proposer/Vendor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended. 2. DEFINITIONS A. PROPOSER - VENDOR 2.1 Exclusive Vendor- A sole Vendor awarded in a product category. NJPA reserves the right to award to an Exclusive Vendor in the event that such an award is in the best interests of NJPA Members. Such a Proposer must exhibit the ability to offer an outstanding overall program and demonstrate the ability and willingness to serve NJPA Members in all 50 states, and comply with all other requirements of this RFP. 8 of 47 RFP 022712 2.2 Potential Proposer- A person or entity requesting a copy of this RFP. 2.3 Proposer- A company, person, or entity delivering a timely response to this RFP. 2.4 Vendor- One of a number of Proposers whose proposal has been awarded a contract pursuant to this RFP. 2.5 Request for Proposal- Herein referred to as RFP B, CONTRACT 2.6 "Contract" as used herein shall mean cumulative documentation consisting of this RFP, an entire Proposer's response, and a fully executed "Acceptance and Award" pursuant to this RFP. C. TIIVIE, 2.7 Periods of time, stated as number of days, shall be in calendar days. D. PROPOSER'S RESPONSE 2.8 A Proposer's Response is the entire collection of documents as they are received by NJPA from a Potential Proposer in response to this RFP. E. CURRENCY F. FOB 2.9 All transactions are payable in U.S. dollars on U.S. sales. All administrative fees are to be paid in U.S. dollars, 2.10 FOB stands for "Freight On Board" and defines the point at which responsibility for loss and damage of goods purchased are transferred from Seller to Buyer. "FOB Destination" defines the transfer of responsibility for loss are transferred from Seller to Buyer at the Buyer's designated delivery point. 2.11 FOB does not identify whom is responsible for the costs of shipping. The responsibility for the costs of shipping is addressed elsewhere in this document. 3. INSTRUCTIONS TO PREPARING YOUR PROPOSAL A, PRE -PROPOSAL CONFERENCE 3.1 A non -mandatory pre -proposal conference will be held at the date and time specified in the time line on page one of this RFP. Conference call and web connection information will be sent to all Potential Proposers through the same means employed in their inquiry. The purpose of this conference call is to allow Potential Proposers to aslc questions regarding this RFP. Only answers issued in writing by NJPA to questions asked before or during the Pre -proposal Conference shall be considered binding. B. IDENTIFICATION OF KEY PERSONNEL 3.2 Vendor will designate one senior staff individual who will represent the awarded. Vendor to NJPA. This contact person will correspond with members for technical assistance, questions or problems that may arise including instructions regarding different contacts for different geographical areas as needed. 9 of 47 RFP 022712 3.3 Individuals should also be identified (if applicable) as the primary contacts for the contents of this proposal, marketing, sales, and any other area deemed essential by the Proposer. C. PROPOSER'S EXCEPTIONS TO TERMS AND CONDITIONS 3.4 Any exceptions, deviations, or contingencies s Proposer may have to the terms and conditions contained herein must be documented on Form C. 3.5 Exceptions, Deviations or contingencies stipulated in Proposer's Response, while possibly necessary in the view of the Proposer, may result in disqualification of a Proposal. Response. D. FORMAL INSTRUCTIONS TO PROPOSERS 3.6 It is the responsibility of all Proposers to examine the entire RFP package, to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a Proposal. Negligence in preparing a Proposal confers no right of withdrawal after the deadline for submission ofproposals. 3.7 All proposals must be sent to "The National Joint Powers Alliance®, 202 12th ST NE Staples, MN 56479." 3,8 Format for bid response: Please use Form A as the basic format for your response. Please use the general headings in Form A to "Section" your electronic response. All proposals must be physically delivered to NJPA® at the above address in the following format: 3.8.1 Hard copy Original signed, completed, and dated forms CD, E, H, and I from this RFP, 3.8.2 Hard copies of all addenda issued for the RFP with original counter signed by the Proposer, 3.8.3 Certificate of insurance verifying the coverage identified in this RFP, 3.8.4 Two complete copies of your response on A CD (Compact Disc) or flash drive containing completed Forms A,B,C,D,E,H, and I, your statement of products and pricing together with all appropriate attachments, a Dunn and Bradstreet report on your organization. 3.9 All Proposal forms must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures. 3.10 Proposal submissions should be submitted -using the electronic forms provided. If a Proposer chooses to use alternative documents for their response, the proposer will be responsible for ensuring the content is effectively equal to the NJPA form and the document is in a format readable by NJPA. 3,11 It is the responsibility of the Proposer to be certain the proposal submittal is in the physical possession ofNJPA on or prior to the deadline for submission of proposals. 3.11.1 Proposals must be submitted in a sealed envelope or box properly addressed to NJPA and prominently identifying the proposal number, proposal category name, the message "Hold for Proposal Opening", and the deadline for proposal submission. NJPA cannot be responsible for late receipt of proposals. Proposals received by the correct deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read. 3.12 Corrections, erasures, and interlineations on a Proposer's Response must be initialed by the authorized signer in original ink on all copies to be considered. 3.13 Addendurns to the RFP: The Proposer is responsible for ensuring receipt of all addendums to this RFP. 3.13.1 Proposer's are responsible for checking directly with the NTPA website for addendums to thisRFP. 3.13.2 Addendums to this RFP can change terms and conditions of the RFP including the 10 of 47 RFP 022712 deadline for submission of proposals. F. QUESTIONS AND ANSWERS ABOUT THIS RFP 3.14 Upon examination of this RFP document, Proposer shall promptly notify the NJPA of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections and changes to this RFP will be made by NJAP through addendum. Interpretations, corrections, or changes made in any other manner will not be binding and Proposer shall not rely upon such. 3.15 Submit all questions about this RFP, in writing, referencing "FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES to Gregg Meierhofer, NJPA 202 12th Street NE, Staples, MN 56479 or RFP@njpacoop.org. Those not having access to the Internet may call Gregg Meierhofer at (218) 894-1930. Requests for additional information or interpretation of instructions to Proposers or technical specifications shall also be addressed to Gregg Meierhofer. NJPA urges Potential Proposers to communicate all concerns well in advance of the deadline to avoid misunderstandings. Questions received less than seven (7) days ending at 400 p.m. Central Time of the seventh (7th) calendar day prior to proposal due -date cannot be answered. 3.16 If the answer to a question is deemed by NJPA to have a material impact on other potential proposers or the RFP itself, the answer to the question will become an addendum to this RFP. 3.17 If the answer to a question is deemed by NJPA to be a clarification of existing terms and conditions and does not have a material impact on other potential proposers or the RFP itself, no further documentation of that question is required. 3.18 As used in this solicitation, clarification means communication with a Potential Proposer for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the RFP. 3.19 Addenda are written instruments issued by NJPA that modify or interpret the RFP. All addenda issued by NJPA shall become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. NJPA accepts no liability in connection with the delivery of said materials. Copies of addenda will also be made available on the NJPA website at www.nipacoop,erg by clicking on "Current Proposals" and from the NJPA offices. No questions will be accepted by NJPA later than five (5) days prior to the deadline for receipt of proposals, except an addendum withdrawing the request for proposals or one that includes postponement of the date of receipt of proposals. Each Potential Proposer shall ascertain prior to submitting a Proposal that it has received all addenda issued, and the Proposer shall acknowledge their receipt in its Proposal Response. 3.20 An amendment to a submitted proposal must be in writing and delivered to NJPA no later than the time specified for opening of all proposals, G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL 3.21 A submitted proposal may not be modified, withdrawn from or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. regarding this RFP. Prior to the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the NJPA Manager of Bids and Contracts. Such notice shall be submitted in writing and include the signature of the Proposer and shall be delivered to NJPA prior to the deadline for submission of proposals and it shall be so worded as not to reveal the content of the original proposal. However, the original proposal shall not be physically returned to the Potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they are then fully in conformance with the Instructions to Proposer. H. VALUE ADDED ATTRIBUTES, PRODUCTS/SERVICES 3.22 Examples of Value Added Attributes: Value -Added attributes, products and services are items 11 of 47 RFP 022712 offered in addition. to the products and services being proposed which adds value to those items being proposed. The availability of a contract for maintenance or service after the initial sale, installation, and set-up may, for instance, be "Value Added Services" for products where a typical buyer may not have the ability to perform these functions. 3.23 Where to document Value Added Attributes: The opportunity to indicate value added dimensions and such advancements will be available in the Proposer's Questionnaire and Proposer's product and service submittal. 3.24 Value added products/services and expanded services, as they relate to this RFP, will be given positive consideration in the award selection. Consideration will be given to an expanded selection of FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES, and advances to provide products/services, supplies meeting and/or exceeding today's industry standards and expectations. A value add would include a program or service that further serves the members needs above and possibly beyond standard expectation and complements the products/services and training. Value added could include areas of product and service, sales, ordering, delivery, performance, maintenance, technology, and service that furthers the functionality and effectiveness of the procurement process while remaining within the scope of this RFP. 3.25 Minority, Small Business, and Women Business Enterprise (WMBE) participation: It is the policy of some NJPA Members to involve Minority, Small Business, and WMBE contractors in the purchase of goods and services. Vendors should document WMBE status for their organization AND any such status of their affiliates (i.e. Supplier networks) involved in carrying out the activities invited. The ability of a Proposer to provide "Credits" to NJPA and NJPA Members in these subject areas, either individually or through related entities involved in the transaction, will be evaluated positively by NJPA. NJPA is committed to facilitating the realization of such "Credits" through certain structuring techniques for transactions resulting from this RF'P. 3.26 Environmentally Preferred Purchasing Opportnnitie,s: There is a growing trend among NJPA Members to consider the environmental impact of the products/services they purchase. Please identify any "Green" characteristics of the goods and services in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as "green" and by which certifying agency. 3.27 On -Line Requisitioning systems: When applicable, on-line requisitioning systems will be viewed as a value-added characteristic. Proposer shall include documentation about user interfaces that make on- line ordering easy for NJPA Members as well as the ability to punch -out from mainstream e-Procurement or Enterprise Resource Planning (ERP) systems that NJPA Members may currently utilize. 3.28 Financing: The ability of the Proposer to provide financing options for the products and services being proposed will be viewed as a Value Added Attribute, I. CERTIFICATE OF INSURANCE 3.29 Proposer shall provide evidence of liability insurance coverage identified below in the form of an ACCORD binder form with their proposal. Upon Award issued pursuant to this contract, and prior to the execution of any commerce relating to such award, Vendor will be responsible for providing verification, in the form of an ACCORD binder identifying the coverage.required below and identifying NJPA as a "Certificate Holder" and an "Additional Insured". Vendor will be responsible to maintain such insurance coverage at their own expense throughout the term of any contract resulting from this solicitation, 3.30 Vendor, upon award, shall be required to maintain the. following insxirance coverage's during the term of the NIPA Contract: (1) Workers Compensation insurance (Occurrence) with the following minimtun coverage's: Bodily 12 of 47 RFP 022712 injury by accident --per employee $100,000; Bodily injury by disease --per employee $100,000; Policy limits S500,000. In addition, Proposer shall require all subcontractors occupying the premises or performing work under the contract to obtain an insurance certificate showing proof of Workers Compensation Coverage with the following nftinimutit c-overage'S: Bodily injury by accident --per employee $100,000; Bodily injury by disease --per employee $100,000; Policy limits $500,000. (2) Commercial General Liability Policy per occurrence S1,000,000, (3) Business Auto Policy to include but not be limited to liability coverage on any owned, non - owned and hired vehicle used by Proposer or Proposer's personnel in the performance of this Contract. The Business Automobile Policy shall have a per occurrence limit of $1,000,000. 3.31 The foregoing policies shall contain a provision that coverage afforded under the policies will not be canceled, or not renewed or allowed to lapse for any reason until at least thirty (30) days prior written notice has been given to NJPA. Certificates of Insurance showing such coverage to be in force shall be filed with NJPA prior to commencement of any work under the contract. The foregoing policies shall be obtained from insurance companies licensed to do business nationally and shall be with companies acceptable to NJPA, which must have a minimum AM Best rating of A-. All such coverage shall remain in. full force and effect during the term and any renewal or extension thereof. J. ORDER PROCESS AND/OR FUNDS FLOW 3.32 Please propose an order process and funds flow. Please choose from one of the following: 3.32.1 B-TO-G: The Business -to -Government order process and/or funds flow model involves NJPA Members issuing Purchase Orders directly to a Vendor and pursuant to a Contract resulting from this RFP. 3.32.3 Other: Please fully identify. K. ADMINISTRATIVE FEES 3.33 Proposer agrees to authorize and/or allow for an administrative fee payable to NJPA by an Awarded Vendorin exchange for its facilitation and marketing of a Contract resulting from this RFP to current and potential NJPA Members. This Administration Fee shall be: 3.33.1 Calculated as a percentage of the dollar volume of all products/services provided to and purchased by NJPA Members or calculated as reasonable and acceptable method applicable to the contracted transaction, and 333.2 Included in, and not added to, the pricing included in Proposer's Response to this RFP, and 3.33.3 Designed to offset the anticipated costs of NJPA's involvement in facilitating the establishment, Vendor training, and the order/product/funds flow of the Contract resulting from this RFP, and other uses as deemed appropriate by NJPA's Board of Directors from time to time. 3.333.1 Typical administrative fees for a B-TO-G order process and funds flow is 2.0%. 3.34 The opportunity to propose these factors and an appropriate administrative fee is available in the Proposer's Questionnaire. 4. PRICING STRATEGIES 4.1 NJPA requests Potential Proposers respond to this RFP only if they are able to offer a wide array of products/services and at prices lower and better value than what they would ordinarily offer to single government agency, larger school district, or regional cooperative. 13 of 47 RFP 022712 4.2 RFP is an "Indefinite Quantity Product/Service Price Request" with potential national sales distribution and service. Proposers are agreeing to fulfill Contract obligations regarding each product/service to which you provide a description and a price. If Proposer's solution requires additional supporting documentation, describe where it can be found in your submission. If Proposer offers the solution in an alternative fashion, describe your solution to be easily understood. All pricing must be copied on a CD along with other requested information as a part of a Proposer's Response, 4.3 Regardless of the payment method selected by NJPA or NJPA Member, a total cost associated with any purchase option of the products/services and being supplied must always be disclosed at the time of purchase. 4.4 Primary Pricing/Secondary Pricing Strategies- All Proposers will be required to submit "Primary Pricing" in the form of either "Line -Item Pricing," or "Percentage Discount from Catalog Pricing," or a combination of these pricing strategies. Proposers are also encouraged to offer OPTIONAL pricing strategies including "Hot List," "Sourced Goods," and "Volume Discounts," as well as financing options such as leasing. A. LINE-IlEM PRICING 4.5 Line -Item pricing- A pricing format where specific individual products and/or services are offered at specific individual Contract prices. Products and/or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing offers the least amount of confusion as products and prices are individually identified, however Proposers with a large number of products to propose may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense. 4.6 Format: Line Item vehicle pricing for this RFP must be submitted using attached "Price Form Pi". The intent here is to describe and price a "Base" vehicle in each of eight classes AND also offer, on an ala carte basis, options. (both Manufacturer Options and Dealer Options) to customize each vehicle offered. 4.7 All Line -Item Pricing items roust be numbered, organized, sectioned, including SKU's (when applicable) and easily understood by the Proposal Review Committee and members. 4,8 Line -Item Pricing items are to be submitted in an Excel spreadsheet format provided and are to include all appropriate identification information necessary to discern the line item from other line items in each Proposer's proposal, 4.9 The purpose for the excel spreadsheet format for Line -Item Pricing is to be able to use the "Find" function to quickly find any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information which is typically found on an invoice or price quote for such products and services. 4.10 All products and services typically appearing on an invoice or price quote must be individually priced and identified on the line -item price sheet, including any and all ancillary costs. 4.11 Proposers are asked to provide both a "List" price as well as a "Proposed Contract Price" in their pricing matrix. "List" price will be the standard "quantity of one" price currently available to government and educational customers excluding cooperative and volume discounts B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY 4.12 Percent Discount From Catalog, list or Category Pricing- A specific percentage discount from a "Catalogue or List Price" defined as a Manufacturer's Suggested Retail Price (MSRP) for the products or services being proposed. 14 of 47 RFP 022712 4.13 Individualized percentage discounts can be applied individually to any number of defined product groupings. 4.14 A Percentage Discount from MSRP may be applied to all elements identified in MSRP including the base vehicle AND all Manufacturer Options. 4.15 Dealer supplied Options will be priced using a "Sourced Goods Multiplier" as defined herein. 4.16 When a Proposer elects to use "Percentage Discount from Catalog or Category," Proposer will be responsible for providing and maintaining current "MSRP" with NJPA both in their proposal and throughout the term of any Contract resulting from this RFP. 4.17 NJPA reserves the right to review catalogs submitted to determine if the represented products and services reflect the scope of this bid. Bach new catalog received may have the effect of adding new product offerings and deleting products no longer carried by the Vendor. New catalogs shall apply to the Contract only upon approval of the NJPA. Non -approved use of catalogs may result in termination for convenience. New price lists or catalogs found to be offering non -contract items during the Contract may be grounds for terminating the Contract for convenience. New optional accessories for equipment may be added to the Contract at the time they become available. C. HOT LIST PRICING 4.18 Where applicable, NJPA also invites the Vendor, at their option, to offer a specific selection of products/services, defined as a Hot List Pricing, at greater discounts than those listed in the standard Contract pricing. All product/service pricing, including the Hot List Pricing, must be submitted in hard copy as well as electronically provided in Excel format. Hot List pricing must be submitted in a Line - Item format. Providing a "Hot List" of products/services is optional, Products/services may be added or removed from the "Hot List" at any time provided that current "Hot List" prices are provided to NJPA at all times. 4.19 Hot List pricing when applicable may also be used to discount and liquidate close-out and discontinued products/services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all NJPA Members. 4.20 Hot List Pricing is allowed to change at the discretion of the Vendor within the definition of Hot List Pricing, The Vendor is responsible to maintain current Hot List product/service descriptions and Pricing with NJPA. D. CEILING PRICE 4.21 Proposal pricing is to be established as a ceiling price, At no time may the proposed products/services be offered pursuant to this Contract at prices above this ceiling price without approval by NJPA. Prices may be reduced to allow for volume considerations and to meet the specific and unique needs of an NJPA Member. 4.22 Allowable specific needs may include certain purchase volume considerations or the creation of custom programs based on the individual needs of NJPA Members. E. VOLUME PRICE DISCOUNTS 4.23 Proposers are free to offer volume discounts from the quantity -of -one pricing documented in a Contract resulting from this RFP. Volume considerations shall be determined between the Vendor and individual NJPA Members on a case -by -case basis. 15 of 47 RFP 022712 4.24 Nothing in this Contract establishes a favored member relationship between the NJPA or any NJPA Member and the Vendor. The Vendor will, upon request by NJPA Member, extend this same reduced price offered or delivered to another NJPA Member provided the same or similar volume commitment, specific needs, terms, and conditions, a similar time frame, seasonal considerations and provided the same manufacturer support is available to the Vendor. 4.25 All price adjustments are to be offered equally to all NJPA Members exhibiting the same or substantially similar characteristics such as purchase volume commitments, and timing including the availability of special pricing from the Vendor's suppliers. F. SOURCED GOODS 4.26 NJPA and NJPA Members may, from time to time, request goods and/or products/services within the scope of this RFP which are not included in an awarded Vendor's line -item product /service listing or "list or catalog" known as Sourced Goods. 4.27 An awarded Vendor resulting from this RFP may "Source" these products/services for NJPA or NJPA Member to the extent they: 4.27.1 Include in their bid response a cost -plus -percentage -of -cost pricing factor for such Sourced goods and services, and 4.27.2 Provide as many quotes for the Member's "Total Cost of Acquisition" for the goods and services to be sourced as may reasonably be required by NJPA Member. 4.27.3 Provide "Sotireed Goods" only-to-th.e eXtent that they are incidental to the total tnnsaction being contemplated. G. COST PLUS A PERCENTAGE OF COST 4.28 Except as provided in "Sourced Goods" above, cost plus a percentage of cost as a primary pricing mechanism is not desirable. H. TOTAL COST OF ACQUISITION 4.28 The Total Cost of Acquisition for the products/services being proposed, including those payable by NJPA Members to either the Proposer or a third party, shall be defined as: • The cost of the proposed goods and services delivered and operational for its intended purpose in the end -user's location. 4.29 For example, if you are proposing a materials only "Warehouse Goods" contract FOB Proposer's dock and physically at the Proposer's dock, your proposal would identify your deviation from the "The Total Cost of Acquisition" is to be "Proposal does not provide for delivery beyond Proposer's dock, nor any set-up activities or costs associated with those delivery or set-up activities." In contrast, proposed terms including all costs for goods and services delivered and operational at to the end -user's location would require a disclosure of "None" I. REQUESTING PRODUCT AND SERVICE ADDITIONS/DELETIONS 4.30 Requests for product, service, and price additions, deletions, or changes must be made in written form and shall be subject to approval by NJPA. 4.31 New products/services may be added to a Contract resulting from this RFP at any time during that Contract to the extent those products/services are within the scope of this RFP. Those requests are subject to review and approval of NJPA. Allowable new products/services generally include new updated 16 of 47 RFP 022712 models of products/services and or enhanced services previously offered which could reflect new technology and improved functionality. 4.32 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or produot lines to their Contract to the extent they remain within the scope of this RFP. 4.33 N.TPA's due diligence in analyzing any request for change is to determine if approval of the request within the scope of the original RFP, and 2) in the "Best Interests of NJPA and NJPA Members." We are looking for consistent pricing and delivery mechanisms and an understanding of what value the proposal brings to NJPA and NIPA Members. 4.34 Documenting the "Best Interests of NJPA and NJPA Members" when out -dated equipment is being deleted is fairly straight forward since the product is no longer available and not relevant to the procurement Contract. 4.35 Requests must be in the form of 1) a cover letter to NJPA a) asking to add the product line, b) making a general statement identifying how the products to be added are within the scope of the original RFP, and c) making a general statement identifying that, if appropriate, the pricing is consistent with the existing 'Contract pricing and 2) the detail as to what is being added at what price will then be an attachment to that cover letter. 4.36 NJPA's intent here is to encourage Proposers to provide and document NJPA's due diligence in a clear and concise one page format on. which we can stamp and sign our acknowledgment and acceptance. This information must ultimately come from Proposers, and NJPA is requiring it in this format. J. REQUESTING PRICING CHANGES 4.37 Price Decreases: Requests for standard Contract price decrease adjustments (percentage discount increases) are encouraged and will be allowed at any time based on market place efficiencies, market place competitiveness, improved technologies and/or improved methods of delivery or if Vendor engages in innovative procurement practices such as strategic sourcing, aggregate and volume purchasing. NJPA expects Vendors to propose their very best prices and anticipates price reductions due to the advancement of technologies and market place efficiencies. Documenting the "Best Interests of NJPA and NJPA Members" is pretty easy when we are documenting price reductions. 4.38 Price increases: Requests for standard contract price increases (or the inclusion of new generation products/services/services at higher prices) can be made at any time. These requests will again be evaluated by NJPA based on the best interests of NJPA and NJPA Members. As an example, typically acceptable requests for price increases for existing products/services may cite increases to the Vendor of input costs such as petroleum or other applicable commodities. Typically acceptable requests for price increases for new products/services enhance or improve on the current solutions currently offered as well as cite increases in utility of the new compared to the old. Vendors are requested to reasonably document the claims cited in their requests. Your written request for a price increase, therefore, is an exercise in describing what you need, and a justification for why you need it in sufficient detail for NJPA to deem such change to be in the best interests of our self and our Members. 4.39 Price Change Request Format: An awarded Proposer will use the format of a cover letter requesting price increases in general terms (a 5% increase in product line X) and stating their justification for that price increase (due to the recent increase in petroleum costs) by product category. Specific details for the requested price change must be attached to the request letter identifying product/services where appropriate, both current and proposed pricing. Attachments such as letters from suppliers announcing price increases are appropriate for documenting your requests here. K. PRICE AND PRODUCT CHANGES FORMAT 17 of 47 RFP 022712 4.40 NJPA's due diligence regarding product and price change requests is to consider the reasonableness of the request and document consideration on behalf of our members. We would appreciate it if you would send the following documentation to request a pricing change: 4.40.1A cover letter: a. Please address the following subjects in your cover letter: i. What product/service prices are changing? ii. How much are the prices changing? iii. Why are the prices changing? iv. Any additions or deletions from the previous product list and the reason for the changes. b. The specifics of the product/services and price changes will be listed in the excel spreadsheets identified below. Please take a more general "Disclosure" approach to identifying changes in the cover letter. i. If appropriate, for example, state, "All paper products/services increased 5 % in price due to transportation costs." ii. If appropriate, for instance, state, "The 6400 series floor polisher added to the product list is the new model replacing the 5400 series. The 6400's 3% price increase reflects the rate of inflation over the past year. The 5400 series is now included in the "Hot List" at a 20% discount from previous pricing until remaining inventory is liquidated." 4.40.2 An excel spreadsheet identifying all products/services being offered and their pricing. Each subsequent pricing update will be saved using the naming convention of "[Vendor Name] pricing effectiveMWOC/XXXX." a. Include all products/services regardless of whether their prices have changed. By observing this convention we will: i. Reduce confusion by providing a single, easy to find, current pricing sheet for each Vendor. ii. Create a historical record of pricing. L. SINGLE STA l'ElVIENT OF PRICING/HISTORICAL RECORD OF PRICING 4.41 Initially; and with each request for product addition, del tio , and pricing change; all products/services and services available, and the prices for those products/services and services will be stated in an Excel workbook. The request for price changes described above will serve as the documentation for those requested changes. Each complete pricing list will be identified by its "Effective Date." Each successive price listing identified by its "Effective Date" will create a "Product and Price History" for the Contract, 4.42 Proposers may use the multiple tabs available in an Excel workbook to separately list logical product groupings or to separately list product and service pricing as they see fit. 4.43 All products/services together with their pricing, whether changed within the request or remaining unchanged, will be stated on each "Pricing" sheet created as a result of each request for product, service, or pricing change. 4.44 Each subsequent "Single Statement of Product and Pricing" will be archived by its effective date therefore creating a product and price history for any Contract resulting from. this RFP. M. PAYMENT TERMS 4.45 Payment terms will be defined by the Proposer in the Proposer's Response. Proposers are encouraged to offer payment terms through P Card services. 18 of 47 RFP 022712 4,46 Leasing- If available, identify any leasing programs available to NJPA and NJPA Members as part of your proposed, Proposers should submit an example of the lease agreement to be used. Proposers should identify: • General leasing terms such as: o The percentage adjustment over/under an index rate used in calculating the internal rate of return for the lease; and o The index rate being adjusted', and o The "Purchase Option" at lease maturity ($1, or fair market value); and o The available term in months of lease(s) available. • Leasing company information such as: o The name and address of the leasing company; and o Any ownership, common ownership, or control between the Proposer and the Leasing Company N. SALES TAX 4,47 Sales and other taxes, where applicable, shall not be included in the prices quoted. Vendor will charge state and local sales and other taxes on items for which a valid tax exemption certification has not been provided. Each NJPA Member is responsible for providing verification of tax exempt status to Vendor. When ordering, if applicable, NIPA Members must indicate that they are tax exempt entities, • Except as set forth herein, no party shall be responsible for taxes imposed on another party as a result of or arising from the transactions contemplated by a Contract resulting from this RFP. O. SHIPPING AND SHIPPING PROGRAM 4.48 Shipping program for material only proposals, or sections of proposals, must be defined as a part of the cost of goods. If shipping is charged to NJPA or NJPA Member, only the actual cost of delivery may be added to an invoice. Shipping charges calculated as a percentage of the product price may not .be used, unless such charges are lower than actual delivery charges, No COD orders will be accepted. It is desired that delivery be made within ninety -days (90) of receipt of the Purchase Order. 4.49 Any shipping cost charged to NJPA or NJPA Members will be considered to be part of "proposal pricing." 4.50 Additional costs for expedited deliveries will be at the additional shipping or handling expense to the NJPA Member. 4.51 Selection of a carrier for shipment will be the option. of the party paying for said shipping. Use of another carrier will be at the expense of the requester. 4.52 Proposers must define their shipping programs for Alaska and Hawaii and any location not served by conventional shipping services. Over -size and over -weight items and shipments may be subject to custom freight programs. 4.53 Proposals containing restocking fees are less advantageous than those not containing re -stocking fees. That being said, certain industries cannot avoid restocking fees. Certain industries providing made to order goods may not allow returns. With regard to returns and restocking fees, Proposers will be evaluated based on the relative flexibility extended to NJPA and NJPA Members relating to those subjects. Where used, restocking fees in excess of 15% will not be considered excessive, Restocking fees may be waived, at the option of the Proposer/Vendor. Indicate all shipping and re -stocking fees in price program. 4.54 Proposer agrees shipping errors will be at the expense of the Vendor. For example, if a Vendor ships a product that was not ordered by the member, it is the responsibility of the Vendor to pay for return mail 19 of 47 RFP 022712 or shipment at the convenience of the member. 4.55 Unless specifically stated otherwise in the "Shipping Program" of a Proposer's Response, all prices quoted must be F.O.B. destination with the freight prepaid by the Vendor. Time is of the essence on this Contract. If completed deliveries are not made at the time agreed, NJPA or NJPA Member reserves the right to cancel and purchase elsewhere and bold Vendor accountable. If delivery dates cannot be met, Vendor agrees to advise NJPA or NJPA Member of the earliest possible shipping date for acceptance by NJPA or NJPA Member. 4.56 Goods and materials must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the item of delivery, the goods shall be returned at no cost to NJPA or NJPA Meniber. NJPA and NJPA Members reserve the right to inspect the goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery. 4.57 Vendor shall deliver Contract conforming products in each shipment and may not substitute products without approval from NJPA Member. 4.58 NJPA reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products which are not under Contract and described in its paper or electronic price lists or sourced upon request to any member under this Contract. In the event of the delivery of a non -conforming product, NJPA Member will immediately notify Vendor and Vendor will replace non- conforming product with conforming product. 12 Throughout the term of the Contract, Proposer agrees to pay for return shipment on goods that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of damaged goods, 4.60 Unless contrary to other parts of this solicitation, if the goods or the tender of delivery fail in any respect to conform to this Contract, the purchasing member may: 1) reject the whole, 2) accept the whole or 3) accept any commercial unit or units and reject the rest. P. NORMAL WORKING HOURS 4.61 Prices quoted are for products/services delivered during normal business hours. Normal Business hours will be as specifically defined herein, defined through industry standards OR defined through statement contained in the purchase/work order issued pursuant to a Contract resulting from this RFP. 5,, MARKETING PLAN 5.1 internal Marketing Plan: Our sales force is your sales force. If you are awarded a contract based on this solicitation your sales force will be the primary driver of everyone's success. Your sales person is only minor interested in the fact that: • The use of the NJPA Contract will save their customer (NJPA's Member) the time and effort of bringing a new individual Invitation for Bids ()TB); The use of the NJPA Contract will guaranty their ability to choose you An award of Contract resulting from this RFP is an opportunity for the awarded contractor to pursue commerce with, and deliver value to NJPA and NJPA Members nationwide. An award of Contract is not an opportunity to see how much business NJPA oan drive to an awarded Vendor's door. Your internal marketing plan should serve to: 5.1,1 Identify the appropriate levels of sales management whom will need to understand the value of, and the internal procedures necessary to deliver this Contract opportunity to NJPA and NJPA Members through your sales force. 20 of 47 RFP 022712 5.1.2 Identify, in general, your national foot print and dedicated feet -on -the -street sales force that will be carrying this Contract message and opportunity in the field to NJPA Members. Outline the sale force in terms of numbers and geographic distribution. 5.1.2.1 Identify whether your sales force are employees or independent contractors. 5.1.3 Identify your plan for delivering training to these individuals. 5.1.3.1 Will you have your sales force gathered at national or regional events in the near future? Does you sales force have the ability to participate in webinar or webcast events? 5.1.3.2 NJPA is prepared to provide our personnel in your location for sales training and/or on a webinar or webcast where sufficient efficiencies can be shown in reaching the appropriate groups within your employee base, and sufficient numbers of personnel trained. 5.1.4 Identify your personnel involved in training. 5.1.4.1 NJPA can provide personnel to deliver training regarding the Contract itself, the authority of NJPA to offer the Contract vehicle to its Members, the value the Contract vehicle delivers to NJPA and NJPA Members, the scope of NJPA Membership, and the authority of NJPA Members to utilize our procurement contracts. 5.1.4.2 Your personnel will be needed to provide training regarding employee compensation and internal procedures when delivering the Contract opportunity, and how this Contract purchasing opportunity relates with other such opportimities available. 5.2 Success in marketing is dependent upon 1) the delivery of value as defined in section 1.4, 2) the delivery of knowledge of the program and its proper use and utility, and 3) the delivery of opportunity and reward which creates a personal commitment to the program. NJPA desires a marketing plan that: 5.2.1 identifies the value delivered in a competitively proposed national cooperative procurement contract by relieving both the NJPA Member and the Vendor/Vendor's sales staff of the responsibility for bringing and answering many similar and individual RFP' s; and 5.2.2 identifies the appropriate Vendor personnel from both management and sales staff who will be trained on the use .and utility of such a contract and a general schedule of when and how those individuals will be trained; and 5.2.3 identifies in general how the reward system for the marketing, delivery, and service chain of the Vendor will be affected by the implementation of the proposed Contract and how that will be proposed to those individuals in terms of the value created for thorn and their departments in 5.1.1 above. External Marketing Plan: NJPA is seeking the ability to serve all our current and potential members nationwide. The Proposer must demonstrate the ability to both market and service their products/services/services nationwide. Please demonstrate your sales and service force contains sufficient people in sufficient proximities, to receive the knowledge, opportunity, and reward in order to make a personal commitment to. serving NJPA and NJPA Members nationwide. 5.4 The Proposer must exhibit the willingness and ability to develop marketing materials and participate in marketing venues such as: 5.4.1 Printed Marketing Materials. Proposer will initially produce and thereafter maintain full color print advertisements in camera ready electronic format including company logos, 21 of 47 RFP 022712 identifying the Vendor, the Vendor's general utility for NJPA and NJPA Members, and contact information to be used by NJPA and NJPA Members in a full page, half page, and quarter page formats. These advertisements will be used in the NJPA Catalog and publications. 5.4.2 Press releases and advertisements. Proposer will identify a marketing plan identifying their anticipated press releases, contract announcements, advertisements in industry periodicals, or other direct or indirect marketing activities. 5.4.3 Proposer's Website. Proposer will identify how an Awarded Contract will be displayed on the Proposer's website. An on-line shopping experience for NJPA and NJPA Members is desired when applicable and will be viewed as a value-added attribute to a Proposer's Response. 5.4.4 Trade Shows, Proposer will outline their proposed involvement in the promotion of a Contract resulting frorn this RFP through trade shows. Vendors are encouraged to identify trade - show, and other appropriate venues, for the promotion of any such Contract. Vendors are strongly encouraged to participate in cooperation with NJPA at the following NJPA embraced trade shows: NAEP National Association of Education Procurement I-ASBO International Association of School Business Officials NIGP National Institute of Government Purchasin 5.5 Proposer must also work in cooperation with NJPA to develop a marketing strategy and provide avenues to equally market and drive sales through the Contract and program to all NJPA Members nationally. Awarded Vendor agrees to actively market in cooperation with NJPA all available products/services to current and potential NJPA Members. NJPA reserves the right to deem a proposer non -responsive or to waive an award based on an unacceptable marketing plan. 5.6 As a part of this response, submit a complete Marketing Plan on how you would help NJPA rollout this program to current and potential NJPA Members. NJPA. requires the Vendor actively promote the Contract in cooperation with the NJPA. Vendors are advised to consider marketing efforts in the areas of 1) Website Link from Vendors website to NJPA's website, 2) Attendance and participation with a display booth at national trade shows as agreed upon/required by NJPA, and 3) Sales team and sales training programs involving both Vendor sales management and NJPA staff. NJPA requires awarded Vendors to offer the NJPA Contract opportunity to all current and qualified NJPA Members, 5,7 Facilitating NJPA Membership: Proposer should express their commitment to determine the membership status of their customers whom are eligible for NJPA Membership, AND their commitment to establishing that membership. 5.7.1 Membership information: Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by NJPA to appropriately facilitate membership and certain marketing activities as agreed to by NJPA and an Awarded contractor. 6. PROPOSAL OPENING PROCEDURE 6.1 Sealed and properly identified Proposer's Responses for this RFP entitled "FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES" will be received by Gregg Meierhofer, Manager of Bids and Contracts, at NJPA Offices, 202 12th Street NE, Staples, MN 56479 until the deadline for receipt of, and bid opening identified on page one of this RFP, The NJPA Director of Contracts and Marketing, or Representative from the NJPA Proposal Review Committee, will then read the Proposer's names aloud, A summary of the responses to this RFP will be made available for public inspection in the NJPA office in Staples, MN. A letter or e-mail request is required to receive a 22 of 47 RFP 022712 complete RFP package. Send or communicate all requests to the attention of CJregg Meierhofer 202 12th Street Northeast Staples, MN 56479 or RFP@njpacoop.org to receive a complete copy of this RFP. Method of delivery needs to be indicated in the request; an email address is required for electronic transmission. Oral, facsimile, telephone or telegraphic Proposal Submissions or requests for this RFP are invalid and will not receive consideration. All Proposal Responses must be submitted in a sealed package. The outside of the package shall plainly identify "FLOOR COVERINGS WITH RELATED SUPPLIES, EQUIPMENT AND SERVICES" To avoid premature opening, it is the responsibility of the Proposer to label the Proposal Response properly. 7. EVALUATION OF PROPOSALS A. PROPOSAL EVALUATION PROCESS 7.1 NJPA will use a 1,000 Point Evaluation System to help determine the best overall Proposer(s) selection. Bonus points may be available for specific proposal characteristics identified such as "Green Product Certifications." 7.2 NJPA reserves the right to use a "Cost Scoring Evaluation" through a product comparison process of like products/services. This process will establish points for submitted price levels. See Cost Scoring Evaluation. 7.3 NJPA shall use a final overall scoring system to include consideration for best price and cost evaluation. The total possible score is 1,000 points. NJPA reserves the right to assign any number of point awards or penalties it considers warranted if .a Proposer stipulates exceptions, exclusions, or limitations of liabilities. 7.4 To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the ciiteria set forth under "Proposer Responsiveness." Responses will be evaluated first for responsiveness and thereafter for content. The NJPA Board of Directors will make awards to the selected Proposer(s) based on the recommendations of the Proposal Review Committee. 7.6 The procurement activities of the NJPA Proposal Review Committee are limited to document preparation, answering Proposer questions, advertising the solicitation, distribution of this RFP upon request, conducting an evaluation and making recommendation for possible approval to NJPA Board of Directors. B. PROPOSER RESPONSIVENESS 7.7 Proposer's Responses received after the deadline for submission will be invalid and returned to the Potential Proposer unopened. 7.8 An essential part of the proposal evaluation process is an evaluation to qualify the Proposer being considered. All proposals must contain answers or responses to the information requested in the proposal forms. Any Proposer failing to provide the required documentation may be considered non -responsive. 7.9 Deviations or exceptions stipulated in Proposer's Response may result in the proposal being classified as nonresponsive. 7.10 To qualify for evaluation, a proposal must have been submitted on time and materially satisfy all mandatory requirements identified in this document. A proposal must reasonably and substantially conform to all the terms and conditions in the solicitation to be considered responsive. 7.11 The Proposal Review Committee shall utilize the following criteria to evaluate all proposals 23 of 47 RFP 022712 received. Items 1-4 constitute the test for "Level One Responsiveness" and are determined on the proposal opening date. "Level 2" responsiveness is determined through the evaluation of the remaining items listed below. These items are not arranged hi order of importance and each item may encompass multiple areas of information requested. 1, The proposal response is received prior to the deadline for submission, 2. The proposal package was properly addressed and identified as a sealed bid with a specific opening date and time. 3. The proposal response contains the required certificate of liability insurance. 4. The proposal response contains original signatures on all documents requiring such. 5. Response's conformance to terms and conditions as described in the solicitation, including documentation, 6. Possesses qualifications as a responding Proposer that meets or exceeds those set within the solicitation. 7. Information from references and past performance information including past member approval. 8. Demonstrates that they offer the most current industry standard products/services and/or services. 9. Demonstrates financial stability and a favorable banking line of credit, 10. Demonstrates their products/services and/or services proposed meet and/or exceed industry standards accepted by educational or governmental institutions. 11. Has demonstrated market place success and their past performance exhibit an acceptable reputation. 12. Demonstrates the company possesses the backkround, knowledge, capacity, and ability to sell, deliver, and support products/services offered to Members. 13. Has provided documentation defmirtg, outlining, and describing their concept of a national marketing program they will be implementing to facilitate and coordinate the cooperative activities required by an awarded Contract. 14. Has provided all of the required and applicable documentation required i.e. insurance certificates, licenses, and/or registration certificates required to do business nationally. 15. Line -Item Pricing, in approved excel forrnat, listing of all of the proposed products/services and warranty provisions with their associated units of costs. 16. Core List selection of products/services in Line -Item Pricing format 17. Hot List Pricing products/services in a Line -Item Pricing format (where applicable). 18. Contract Pricing submitted as requested to include core list or products/services, Line -Item Pricing andlor Percentage Discount from published gov/ed price list or Catalog. C. PROPOSAL EVALUATION CRITERIA 7. If a manufacturer or supplier chooses not duce or supply goods and services to meet the scope is RFP, such action will be considered sufficient cause to reduce evaluation points. 7.13 Consideration will be given in the award based on the completion and degree of information provided regarding available products, equipment, and accessories, as well as, applicable parts of the Proposer Information and Questionnaire. 7.14 The fact a manufacturer or supplier chooses not to produce or provide equipment products -or services to meet the intent and scope of this RFP will not be considered sufficient cause to adjudge this RFP as restrictive. 7.15 The Proposer is required to have extensive knowledge and at least three (3) years of experience with the related activities surrounding the selling of the equipment, service or related products offered. 7.16 NIPA reserves the right to accept or reject newly formed companies solely based on information provided in .the proposal and/or its own investigation of the company. 24 of 47 RFP 022712 7.17 Consideration will be given in the proposal evaluation based upon the selection, variety, technological advances, and demonstrated quality of products submitted, technological advances, and pricing. The ability of the Proposer to communicate the value of these factors and to demonstrate how the depth and breadth of their product and service offerings provide NJPA and NJPA Members with a sole source of responsibility within the scope of this RFP will be positively reviewed. 7.18 Consideration will also be given to proposals demonstrating technological advances, provide increased efficiencies, expanded service and other related improvements beyond today's NJPA member's needs and applicable standards. 7.19 Strong consideration will be given to a Proposer' s past performance, distribution model, and the demonstration their ability to effectively market and service NJPA Membership nationally. 7.20 Strong consideration will be given to the best price as it relates to the quality of the product and service. However, price is ultimately one of the factors taken into consideration in evaluation and award. 7.21 Evaluation of a Proposer's Responses will take into consideration as a minimum response but not necessarily limited to the following: 1. Adherence to all requirements of this RFP as defined by industry standards. 2. Prior knowledge of and experience with a Proposer in tenns of past performance and market place success. 3. Capability of meeting or exceeding current and future needs or requirements of NJPA and NJPA Members. 4. Evaluation of Proposer's ability to market to and provide service to all NJPA Members nationally. 5. Financial condition of the Proposer. 6. Nature and extent of company data furnished in Proposer's Response. 7. Quality of products, equipment, and services offered including value added related services. 8. History of member service to NJPA type customers. 9. Overall ability to perform sales, solutions and contract support as submitted. 10. Ability to meet service and warranty needs. 11. History of meeting shipping and delivery expectations of contracted products/ services. 12. Technology advancements and related provisions. 13. Ability to market and promote the Contract within current business practices. 14. Willingness to develop and enter into NJPA Contract and business relations. 15. Favorable bond rating and applicable industry standard licensing ability. 16. Past market place successes and brand recognition. 17, Demonstrated warranty and product/service responsibility. 7.22 The Proposer's ability to follow the proposal preparation instructions set forth in this' solicitation will also be considered to be an indicator of the Proposer's ability to follow other future instructions should they receive an award as a result of this solicitation. Any Contract between NJPA and a Proposer requires the delivery of information and data. The quality of organization and writing reflected in the proposal will be considered an indication of the quality of organization and writing which would be prevalent if a Contract was awarded. As a result, the proposal will be evaluated as a sample of data submission. 7.23 Proposer's Dunn and Bradstreet reports- The Proposer's Dunn and Bradstreet report are requested and reviewed to get a general feel for the size, strength, and probable scope of the Proposer. 7.24 NJPA reserves the right to reject the Proposer's Response of the apparent successful Proposer where the available evidence or information does not exhibit the ability or intent to satisfy NJPA that the potential Vendor is unable to properly carry out the terms of this RFP and potential Contract. 25 of 47 RFP 022712 725 NJPA shall reserve the right to reject any or all proposals. NJPA also reserves the right to reject a proposal not accompanied by required certificate of insurance, other data required by this RFP, or if a Proposer's Response is incomplete or irregular. The NJPA shall reject all proposals where there has been collusion among the Proposers. 7.26 Overall Evaluation (FORM G) - The NJPA Proposal Review Committee will evaluate proposal received based on a 1,000 point evaluation system, The Committee will establish both the evaluation criteria and designate the relative importance of those criteria by assigning possible scores for each category. 7.27 Bonus Evaluation Points- Bonus evaluation points may be awarded by the NJPA Proposal Review Committee based on criteria identified as being both "optional" and "having additional value" D. COST SCORING EVALUATION 7.28 NJPA reserves the right to use this process in the event the evaluation committee feels it is necessary to make a final determination. 7.29 This process will be based on a point system with points being awarded for being low to high Proposer for each cost evaluation item selected. A "Market Basket" of identical (or substantially similar) products/services may be selected by the NJPA proposal Review Committee and the -unit cost will be used as a basis for determining the point value. The "Market Basket:" will be selected by NJPA from all product categories as determined appropriate by NTPA. The low priced Proposer will receive the full point value and all other Proposers will receive points as follows: Lowest price Propesal = 5 (where_there are five proposers), and inferior proposals = 4, 3, 2, 1 points each. The Total Score for each proposer will be the sum of all points earned. The result of this process shall not be the sole determination for award. E. PRODUCT 1 ESTING 7.30 NJPA resolves the right to request and test products/services and/or services from the apparent successful Proposer. Prior to the award of the Contract, the apparent successful Proposer, if requested by NJPA, shall furnish current information and data regarding the Proposer's resources, personnel, and organization within three (3) days. F. PAST PERFORMANCE INFORMATION 7.31 Past performance information is relevant information regarding a Proposer's actions under previously awarded contracts to schools, local, state, and governmental agencies and non-profit agencies. It includes the Proposer's record of conforming to specifications and standards of good workmanship. The Proposer's history for reasonable and cooperative behavior and commitment to member satisfaction shall be under evaluation. Ultimately, Past Performance Information can be defined as the Proposer's businesslike concern for the interests of the NJPA Menaber. G. WAIVER OF FORMALITIES 7.32 NJPA reserves the right to waive any minor formalities or irregularities in any proposal and to accept proposals, which, in its discretion and according to the law, may be in the best interest of its members. 8. POST AWARD OPERATING ISSUES A. SUBSEQUENT AGREEMENTS 8.1 Purchase Order- Purchase Orders for goods and services may be executed between NJPA or NJPA Members (Purchaser) and awarded Veridor(s) or Vendor's sub -contractors pursuant to this invitation and 26 of 47 RFP 022712 any resulting Contract. NJPA Members are instructed to identify on the face of such Purchase orders that "This purchase order is issued pursuant to NJPA procurement contract #XXXXXX." A Purchase Order is an offer to purchase goods and services at specified prices by NJPA or NJPA Members pursuant to a Contract resulting from this RFP. Purchase Order flow and procedure will be developed jointly between NJPA and an Awarded Vendor after an award is made. 8.2 Governing Law- Purchase Orders, as identified above, shall be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the purchaser. Each and every provision of law and clause required by law to be included in the Purchase Order shall be read and enforced as though it were included. If through mistake or otherwise any such provision is not included, or is not currently included, then upon application of either part the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to Purchase Order(s) shall be a court of competent jurisdiction to the Purchaser. 8.3 Additional Terms and Conditions- Additional terms and conditions to a Purchase Order may be proposed by NJPA, NJPA Members, or Vendors. Acceptance of these additional terms and conditions is OPTIONAL to all parties to the Purchase Order. The purpose of these additional terms and conditions is to, among other things; formerly introduce job or industry specific requirements of law such as prevailing wage legislation. Additional terms and conditions can include specific local policy requirements and standard business practices of the issuing Member, Said additional terms and conditions shall not interfere with the general purpose and intent of this RFP. 8.4 Asset Management Contracts: Asset Management type contracts can be initiated pursuant to a Contract resulting from this RFP at any time during the term of said Contract. The .establishment of such Asset Management Contracts cannot exceed the authorized term of a Contract resulting from this RFP; however the Asset Management Contract term may extend beyond the maturity date of a Contract resulting from this RFP. 8.5 Specialized Service Requirements- In the event service requirements or specialized performance requirements such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements not addressed in the Contract resulting from this RFP, NJPA Member and Vendor may enter into a separate, standalone agreement, apart front a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre -approval by Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the NJPA Member and Vendor. NJPA, its agents, Members and employees shall not be made party to any claim for breach of such agreement, Product sourcing is not considered a service. NJPA Members will need to conduct procurements for any specialized services not identified in this Contract. 8.6 Performance Bond- At the request of the member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of Purchase Orders for goods and services. If a purchase order is cancelled for lack of a required performance bond, it shall be the recommendation of NJPA that pending Purchase Orders with all NJPA Members be considered for cancellation. Each member has the final decision on Purchase Order continuation. ANY PERFORMANCE BONDING REQUIRED BY THE MEMBER OR CUSTOMER STAFE LAWS OR LOCAL POLICY IS TO BE MUTUALLY AGREED UPON AND SECURED BETWEEN THE VENDOR AND THE CUSTOMER/MEMBER. B. NJPA MEMBER SIGN-UP PROCEDURE 8.7 Awarded Vendors will be responsible for familiarizing their sales and service forces with the various forms of NJPA Membership documentation and shall encourage and assist potential Members in establishing Membership C. REPORTING OF SALE ACTIVITY 27 of 47 RFP 022712 8.8 A report of the total gross dollar volume of all products/services purchased by NJPA Members as it applies to this RFP and Contract will be provided quarterly to NJPA. The form and content of this reporting will be developed by NJPA in cooperation with the Vendor to include, but not limited to, name and address of purchasing agency, amount of purchase, and a description of the items purchased. 8.8.1 Zero sales reports: Awarded Contractors are responsible for providing a quarterly sales report EVERY QUARTER regardless of the existence or amount of sales, D, ATJDITS 8.9 During the Term, Vendor will, upon not less than fourteen (14) business days' prior written request, make available to NJPA no more than once per calendar year, at Vendor's corporate offices, during normal business hours, the invoice reports and/or invoice documents from Vendor pertaining to all invoices sent by Vendor and payments made by NJPA members for all products/services purchased under this Contract. NJPA may employ an independent auditor or NJPA may choose to conduct such audit on its own behalf. Vendor shall have the right to approve the independent auditor, which approval shall not be unreasonably withheld. Upon approval and after the auditor has executed an appropriate confidentiality agreement, Vendor will permit the auditor to review the relevant Vendor documents. NJPA shall be responsible for paying the auditor's fees. The parties will make every reasonable effort to fairly and equitably resolve discrepancies to the satisfaction of both parties. Vendor agrees that the NJPA may audit their records with a reasonable notice to establish total compliance and to verify prices charged hereunder of the Contract are being met. Vendor agrees to provide verifiable documentation and tracking in a timely manner, E. IITJB PARTNER 8.10 Hub Partner: Where Applicable, NJPA Members may, from time to time, request to be served in some way through a "Hub Partner" for the purposes of complying with a Law, Regulation, or Rule to -which that individual NJPA Member deems to be applicable in their jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, Disadvantaged Business Entity Credits, or other considerations. 8.11 Hub Partner Fees: Fees, costs, or expenses from this Hub Partner levied upon a transaction resulting from this contract, shall be payable by the NJPA Member provide that: 8.11.1 The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction. and 8,11.2 To the extent that the he Vendor stands in the chain of title during a transaction resulting from this REP, the documentation shall be documented to show it is "Executed for the Benefit of [NJPA Member Name]". F. TRADE-INS 8.12 Where Appropriate, the value in US Dollars, of Trade-ins will be negotiated between NJPA or an NJPA Member, and an Awarded Vendor. That identified "Trade -In" value shall be credited in full against the NJPA purchase price identified in a purchase order issued pursuant to any Awarded NJPA procurement contract. The full value of the trade-in will be consideration to that purchase order, G. OUT OF STOCK NOTIFICATION 8.13 Vendor shall immediately notify NJPA members upon receipt of order(s) when an out -of -stock occurs. Vendor shall inform the NJPA member regarding the anticipated date of availability for the out- of- stock item(s), and may suggest equivalent substitute(s). 28 of 47 RFP 022712 • The ordering organization shall have the option of accepting the suggested equivalent substitute, or canceling the item from the order. • Under no circumstance is Proposer permitted to make unauthorized substitutions. • Unfilled or substituted item(s) shall be indicated on the packing list. H. TERMINATION OF CONTRACT RESULTING FROM THIS RFP 8.14 NJPA reserves the right to cancel the whole or any part of a resulting Contract due to failure by the Vendor to carry out any obligation, teal' or condition as described in the below procedure Prior to any termination for cause, the NJPA will provide written notice to the Vendor, opportunity to respond and opportunity to cure according to the steps in the procedure in this Cancellation Section. Some examples of material breach are the following: • The Vendor provides material that does not meet reasonable quality standards and is not remedied under the warranty; • The Vendor fails to ship the products or provide the services within a reasonable amount of time; • NJPA has reason to believe the Vendor will not or cannot perform to the requirements of the Contract and issues a request for assurance as described herein and Vendor fails to respond; • The Vendor fails to observe any of the material terms and conditions of the Contract; and/or, • The Vendor fails to follow the established procedure for purchase orders, invoices andior receipt of funds as established by the NJPA and the Vendor in the Contract. • The Vendor fails to report quarterly sales volume; • The Vendor fails to actively market this Contract within the guidelines provided in this RFP and the expectations of NJ -PA. 8.15 Each party shall follow the below procedure if the Contract is to be terminated for violations or non-performance issues: Step 1: Issue a warning letter outlining the violations and/or non-perfonnance and state the length of time (10 days) to provide a response and correct the problem(s) if reasonably possible in such time frame. Step 2: Issue a letter of intent to cancel Contract, if the problem(s) is not resolved within fifty (50) days. Step 3: Issue letter to cancel Contract for cause. 8.16 Upon receipt of the written notice of concern, the Vendor shall have ten (10) business days to provide a satisfactory response to the NJPA. Failure on the part of the Vendor to reasonably address all issues of concern may result in Contract cancellation pursuant to this Section. 8.17 Any termination shall have no effect on purchases that are in progress at the time the cancellation is received by the NJPA. The NJPA reserves the right to cancel the Contract immediately for convenience, without penalty or recourse, in the event the Vendor is not responsive concerning the remedy, the performance, or the violation issue within the time frame, completely or in part. 8.18 NJPA reserves the right to cancel or suspend the use of any Contract resulting from this RFP if the Vendor files for bankruptcy protection or is acquired by an independent third party, Prior to commencing services under this Contract, the Proposer/Vendor must furnish NJPA certification from insurer(s) proving level of coverage usual and customary to the specific industry. The coverage is to be maintained in full effect during the Contract period. Vendor must be willing to provide, upon request, certification of insurance to any NJPA member or member using this Contract. 8.19 Either party may execute Contract termination without cause with a required 60-day written notice of termination. Termination of Contract shall not relieve either party of financial, product or service obligations incurred or accrued prior to termination. 29 of 47 RFP 022712 8.20 NJPA may cancel any Contract resulting from this solicitation without any further obligation if any NJPA employee significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the NJPA is found to be in collusion with any Proposer to this RFP for their personal gain. Such cancellation shall be effective upon written notice from the NJPA or a later date if so designated in the notice given. A terminated Contract shall not relieve either party of financial, product or service obligations due to participating member or NJPA. 8.21 Events of Automatic termination to include: • Vendor's or NJPA's voluntary or involuntary bankruptcy or insolvency; • Vendor's failure to remedy a material breach of a Contract resulting from this RFP within sixty (60) days of receipt of notice from NJPA specifying in reasonable detail the nature of such breach; and/or, • Receipt of written information from any authorized agency finding activities of Vendors engaged in pursuant to a Contract resulting from this RFP to be in violation of the law. 9. GENERAL I ERMS AND CONDITIONS A. ADVERTISEMENT OF RFP 9.1 As a policy, NJPA shall advertise this solicitation 1) for two consecutive weeks in both the print and on-line editions of the MINNEAPOLIS STAR TRIBUNE, 2) it shall be placed on a national wire service by the MINNEAPOLIS STAR TRIBUNE, 3) it shall be posted on NJPA's website, 4) it shall be posted to the website of "Noticetobidders.com," and 5) it shall be posted to other third -party websites deemed appropriate by NJPA. Other third party advertisers may include Onvia and Bid.sync, B. ADVERTISING OF A CONTRACT RESULTING FROM THIS RFP 9.2 Proposer/Vendor shall not advertise or publish information concerning this Contract prior to the award being annotmced by the NJPA. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential NJPA Members. C. APPLICABLE LAW 9.3 NJPA Compliance with Minnesota Procurement Law: Contracts awarded through NJPA are intended to meet the procurement laws of all states and NJPA will exhaust all avenues to comply with as many state laws as possible. It is the responsibility of each participating NJPA member to insure to their satisfaction that these laws are satisfied. An individual NJPA member using these contracts is deemed by their own acoord to be in compliance with proposal regulations. NJPA encourages the awarded Vendor to assist NJPA and the NJPA member in this research to the benefit of all involved. 9.4 Governing Law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws shall govern contracts resulting from this solicitation. 9.5 Jurisdiction: Any claims pertaining to this RFP and any resulting Contract that develop between NJPA and any other party must be brought forth only in courts in Todd County in the State of Minnesota. 9.5.1 Purchase Orders issued pursuant to a contract resulting from this solicitation shall be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the purchaser. 9.6 Vendor Complianceapplicable law: Vendor(s) shall comply with all federal, state, or local 30 of 47 RIP 022712 laws applicable to or pertaining to the acquisition, manufacturer, or sale of the products/services resulting from this RFP. 9.7 All applicable laws, whether or not herein contained, shall be included by this reference, It shall be Proposer's/Vendor's responsibility to determine the applicability and requirements of any such laws and to abide by them. 9.8 Indenmity: Each party agrees it will be responsible for its own acts and the result thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. NJPA's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes, Section §3.736, and other applicable law. 9.9 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with prevailing wage legislation in effect in the jurisdiction of the purchaser (NJPA or NJPA Member). It shall be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this Contract and adjust wage rates accordingly. 9.10 Patent and Copyright infringement: If an article sold and delivered to NJPA or NJPA Members hereunder shall be protected by any applicable patent or copyright, the Vendor agrees to indemnify and save harmless NJPA and NJPA Members against any and all suits, claims, judgments, and costs instituted or recovered against it by any person whosoever on account of the use or sale of such articles by NJPA or NJPA Members in violation or right under s-uch patent or copyright. D. ASSIGNMENT OF CONTRACT 9.11 No right or interest in this Contract shall be assigned or transferred by the ProposerNendor without prior written permission by the NJPA. No delegation of any duty of the ProposerNendor shall be made without prior written permission of the NJPA. The NJPA shall notify the members within fifteen (15) days of receipt of written notice by the Vender. After issuance the awarded Contract may be reassigned to a comparable Vendor at the discretion of NIPA. 9.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. NJPA reserves the right to reject the acquiring person or entity as a Vendor. A simple change of name agreement will not change the contractual obligations of the Vendor. E. PROPOSERS LIST 9.13 NIPA will not maintain or communicate to a proposers list, All interested proposers must respond to the solicitation as a result of one of the methods of proposal advertisements listed above. Because of the scope of the potential Members and national Vendors, NJPA has determined this to be the best method of fairly soliciting proposals. F. CAPTIONS, HEADINGS, AND ILLUSTRATIONS 9.14 The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease of understanding and in no way define or limit the scope or intent of this request. G. CONFIDENTIAL INFORMATION 9.15 If a Proposer wishes to withhold any part of its proposal from public inspection, then a statement advising the NJPA of this fact shall accompa-ny the submission. NJPA shall review the statement to determine whether the information shall be withheld. IfNJPA determines to disclose the information, the Executive Director ofNJPA shall inform the Proposer, in writing, ofsuch determination prior to award of 31 01'47 RFP 022712 Contract to Proposer. H. DATA PRIVACY 9.16 Proposer agrees to abide by all applicable STATE and FEDERAL laws and regulations including HIPPA concerning the handling and disclosure of private and confidential information regarding individuals. Proposer agrees to hold NJPA harmless from its unlawful disclosure and/or use of private/confidential information. I. ENTIRE AGREEMENT 9.17 The Contract, as defined herein, shall constitute the entire understanding between the parties to that Contract. 9.16 A Contract resulting from this RFP is formed when the NJPA Board of Directors d signs the applicable Acceptance and Award Form document (see Form D). J. FORCE MAjEURE 9.18 Except for payments of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented due to force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, bail storms,- volcanic eruptions, meteorstrike; famine, sink holes, avalanches, lockouts, injunctionsintervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure shall be deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and shall be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure shall not include late deliveries of products/services caused by congestion at a manufacturer's plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force rnajeure, then the delayed party shall notify the other party of such delay within forty-eight (48) hours. K. GRATUITIES 9.19 NJPA may cancel this Contract by written notice if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Proposer/Vendor or any agent or representative of the Proposer/Vendor, to any employee of the NJTJA are deemed to be excessive with a view toward securing a contract or with respect to the performance of this Contract, L. HAZARDOUS SUBSTANCES 9.20 Proper Material Safety Data Sheets (MSDS), in compliance with OSHA's Hazard Communication Standard, must be provided by the Vendor to NJPA or NJPA Member at the time of purchase. M. LEGAL REMEDIES 9,21 All claims and controversies between NJPA and Vendor shall be subject to the laws of the State of Minnesota and are to be resolved in Todd County, Minnesota, the county in which NIPA is domiciled. N. LICENSES 32 of 47 INSTRUCTIONS TO ORDERING AGENCY PURCHASING PROCEDURES AND MANUFACTURER'S RESPONSIBILITIES The following steps are to be taken by the purchaser and the manufacturer in order to use this contract: CARPET SELECTION Purchaser shall determine which type of carpet is most appropriate for the area to be carpeted. Purchaser may call Manufacturer's Representative for assistance. II SITE VISIT A. Purchaser shall contact manufacturer's corporate designee and arrange a mutually convenient date to visit the site. The corporate designee shall inform purchaser of the name and telephone number of the person (Manufacturer's Representative or Installation Partner) who will visit the site. B. The date and time of the site visit shall not exceed seven (7) working days after the purchaser initiates the call. C. Purchaser shall make every effort to have building floor plans or blueprints available at time of site visit. D. Manufacturer's Representative or Installation Partner shall visit the site of the proposed work, and familiarize himself with the extent of the work to be performed and any conditions that may in any manner affect the work to be done and the equipment, materials, and labor required. Manufacturer's Representative or Installation Partner is responsible for obtaining accurate on -site measurements for the manufacturer. Reviewing plans (if available) in no way relieves the manufacturer's representative or installation partner of this responsibility. E. Manufacturer's Representatives or Installation Partners shall measure the areas to receive new flooring to determine the actual number of square yards required to complete the installation. All services shall be quoted from the Pricing for Additives page . Manufacturer shall complete the "Quotation Form" to include with Formal Proposal to purchaser. The Formal Proposal and the "Quotation Form" must accompany all agency purchase orders. Using these measurements, a seam diagram shall be prepared for each area to receive broadloom carpet. Excessive seaming or cross -seaming will not be accepted. Failure to provide seaming diagrams shall be interpreted as not conforming to contract conditions, and shall be grounds for default. Not -to -scale seaming diagrams are acceptable for seaming intent if acceptable by purchaser. However, this shall not relieve the Manufacturer's Representative or Installation Partner of the requirement for proper seaming and installation. F. At the time of the site visit, the Manufacturer's Representative or Installation Partner shall allow purchaser to select carpet color from carpet sample brochures. G. Installation of carpet shall be accomplished during purchaser's business hours. However, with agreement of both parties, installation may be accomplished at night and/or on weekends, as noted on pricing pages. H. The Quotation Form/Formal Proposal shall be delivered to the purchaser no later than seven (7) working days after the site visit. Any installation requiring more than 5% over the actual square yardage of an area shall be subject to pre -approval by the purchaser. J The manufacturer may charge the purchaser a site visit if no purchase order was issued after the site was measured and a seam diagram prepared. III. PURCHASE ORDER PREPARATION BY PURCHASER The purchaser shall specify the following on the purchase order to the manufacturer: • Contract and commodity numbers for each item. • Installation method required. • Manufacturer, style, color name and order numbers for all materials required. Any additive or deductive options required, by line item, as shown on proposal and quotation form from manufacturer. It shall be shown both by item price and description. Amount of flooring required and price per square foot or square yard. The name and telephone number of the purchaser's representative at the installation site. A copy of the seam diagram (if applicable) and Quotation Form from the manufacturer, and a blank copy of the Contract Completion Form shall accompany each Purchase Order issued under this contract. IV. INSTALLATION A. The purchaser and Manufacturer's Representative or Installation Partner shall agree upon an installation date and time. B. Manufacturer shall place order in production after receipt of purchase order. Manufacturer shall notify purchaser's representative (designated on purchase order) within five (5) working days of the estimate arrival date of the carpet. The purchaser shall also be notified at this time of any mill delays or anticipated scheduling problems. C. Manufacturer's Representative or Installation Partner shall notify purchaser's representative upon receipt of floor covering and arrange for installation. D. Manufacturer's Representative or Installation Partner shall provide proof of FDLE/Inspector General's clearance for all employees, if required. E. Manufacturer's Representative or Installation Partner shall be responsible for removing existing floor covering, unless otherwise specified. The fees for removal shall be stated on the purchase order. F. Manufacturer's Representative or Installation Partner shall remove and replace all furnishings and movable equipment when specified. Installed equipment that cannot be removed shall necessitate installing floor covering around said equipment, with all edges finished. G. Manufacturer's Representative or Installation Partner shall not be responsible for moving any computer equipment, electronic equipment, copiers, etc. Libraries, large file rooms, and open office furniture are beyond the normal scope of work required by this contract, and all unusually furnished areas shall have furnishing removed before floor covering is scheduled to be installed, or shall be negotiated on a case -by -case basis between the manufacturer's representative and purchaser. H. The Manufacturer's Representative or Installation Partner shall be held responsible for the scheduling, receiving, and placement on floors of goods from the manufacturer. Goods shall be delivered to the job site in the manufacturer's bundles and shall be clearly marked as to size, dye lot, and materials. For late jobs, work shall be finished on one floor before starting work on any other floor. Manufacturer's Representatives and Installation Partners and their staff shall have a form of identification on their person from manufacturer at all times on the job site. There shall be a proper transition between existing flooring materials and the new materials installed. Where needed, exposed edges at doorways, etc., shall be finished with a top quality metal strip or appropriate transition material/molding. Any base shall be securely attached to the walls, and shall be level and even. Where using carpet base, the base cap shall be glued or nailed/screwed into the wall first, and the carpet shall be cut to fit. All waste material must be removed from the premises and carpet shall be clean and free of debris. Building dumpsters are not to be used. K. Upon completion of installation, any excess materials shall be turned over to the purchaser's representative at the installation site. The "Attic Stock/Receipt of Materials F01111" shall be used to document excess materials. Manufacturer's guide to cleaning and maintenance and all warranty documents shall be provided to purchaser upon completion of job. All changes or modifications to the original order shall be made in writing by the manufacturer and approved by purchaser before any work can be executed. The Change Order/Special Request Form signed by purchaser must be submitted to the manufacturer for invoicing. After the job has been completed, the Manufacturer's Representative or Installation Partner shall submit the "Contract of Completion Form" to the purchaser's representative for signature and approval that work has been satisfactorily completed. No payment shall be made until "Certificate of Completion" form has been signed by purchaser and a copy attached to the invoice. N. Job Completion or Remedy of Work: If the Contractor, after receipt, of any such written notice fails within seventy-two (72) hours to commence at the job site with perfolinance of the work necessary to complete or remedy all defects, clean- up, etc., the Purchaser shall be entitled to have such work remedied and the Contractor shall be fully liable for all cost and expenses reasonable incurred by the Purchaser.