1. No category

State of Oregon
WSCA / NASPO
COVER SHEET
Department of Administrative Services
DAS Procurement Services
On Behalf of
State of Oregon Agencies, ORCPP Members,
WSCA/NASPO Cooperative Purchasing Organization
Discounted Air Fares
REQUEST FOR PROPOSALS (RFP)
102-1900-12
Date of Issue: October 22, 2012
Proposal Due Date: November 21, 2012, 3:30 PM (Pacific)
Issuing Office:
Contact Name:
Address:
City, State, Zip
Phone (voice)
Phone (fax)
E-mail:
DAS Procurement Services
Tim Hay
1225 Ferry Street SE U140
Salem, OR 97301-4285
503-378-4650
503-373-1626
[email protected]
TABLE OF CONTENTS
SECTION 1: GENERAL INFORMATION
1.1 SUMMARY OVERVIEW
1.2 SCHEDULE OF EVENTS
1.3 DEFINITION OF TERMS
1.4 SINGLE POINT OF CONTACT
SECTION 2: SOLICITATION PROCESS
2.1 PROCUREMENT AUTHORITY
2.2 PROCUREMENT METHOD
2.3 PREPOSAL CONFERENCE
2.4 ORPIN SYSTEM
2.5 REQUESTS FOR QUESTIONS/CLARIFICATIONS
2.6 PROTEST OF SOLICITATION
2.7 ADDENDA
SECTION 3: INSTRUCTIONS TO PROPOSER(S)
3.1 ACCEPTANCE PERIOD
3.2 PROPOSAL SUBMISSION (GENERAL)
3.3 PROPOSAL SUBMISSION REQUIREMENTS (PASS/FAIL)
SECTION 4: EVALUATION
4.1 EVALUATION COMMITTEE
4.2 EVALUATION AND SCORING CRITERIA
SECTION 5: INTENT TO AWARD
5.1 AWARD NOTIFICATION
5.2 AWARD PROTEST
SECTION 6: CONTRACT NEGOTIATIONS AND EXECUTION
6.1 CONTRACT NEGOTIATIONS
6.2 CERTIFICATE OF INSURANCE
SECTION 7: ADDITIONAL INFORMATION FOR PROPOSER
7.1 GOVERNMENTAL ENTITIES
7.2 OWNERSHIP OF MATERIALS
7.3 COST AND DAMAGES
7.4 CANCELLATION OR REJECTION OF PROPOSALS.
7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION
7.6 STATEWIDE EWASTE/RECOVERY POLICY
7.7 RECYCLE PRODUCTS
7.8 CONTRACT AMENDMENTS
7.9 RECIPROCAL PREFERENCE
ATTACHMENTS/EXHIBITS
ATTACHMENT A. PROPOSER COVER PAGE
ATTACHMENT B. PROPOSAL PRICING PAGE
ATTACHMENT C. MASTER DISCOUNT AGREEMENT, DISCOUNTED AIR FARES
EXHIBIT A. SCOPE OF SERVICES
EXHIBIT B. INVOICING AND PAYMENT
EXHIBIT C. RESERVED
EXHIBIT D. SPECIAL TERMS AND CONDITIONS
EXHIBIT E. PRICING SHEET
EXHIBIT F. AUTHORIZED ARC/IATA* TICKETING LOCATIONS
EXHIBIT G. WSCA/NASPO TERMS AND CONDITIONS
EXHIBIT H. PARTICIPATING ADDENDUM
ATTACHMENT D. PARTICIPATING STATES TERMS AND CONDITIONS
SECTION 1: GENERAL INFORMATION
1.1 SUMMARY OVERVIEW:
1.1.1 PURPOSE OF SOLICITATION: The purpose of the RFP is to establish Master Discount
Agreement(s) for Discounted Airfare(s) (“Discount Agreement”) for all published coach airline fares for the
State of Oregon, its participating Oregon Cooperative Purchasing Program members (ORCPP), the
WSCA/NASPO Cooperative Purchasing Organization (WSCA/NASPO), and other Participants. Oregon is
the Lead State for this RFP. The initial term of any Discount Agreement awarded will be for two years, with
an option to extend for additional terms. These Discount Agreements are supplemental to the existing citypairs agreements the State or Participant(s) have established. These Discount Agreements will not displace
or supersede existing city-pairs agreements that currently are in effect to which the State or Participants are
parties.
This is a multiple-award opportunity. DAS Procurement Services intends to award up to four (4) Discount
Agreements to the four (4) highest ranked responsive and responsible Proposers.
DAS Procurement Services reserves the right to increase or decrease the amount of Discount Agreements
awarded dependent upon the number of proposals submitted, and what is in the best interest of the State of
Oregon, WSCA/NASPO and other Participants.
1.1.2 SUMMARY OF PROPOSAL ELEMENTS:
METHOD OF PROPOSING: Proposers may propose one discount or a tiered discount based upon the airfare
class. Proposers must offer a discount for all of their published coach class fares.
Partner airlines: Proposers must identify whether the Proposer allows any allowances or imposes any
restrictions with partner airlines for code sharing of flights.
Proposers must provide all other information as requested in this Request for Proposals.
ORCPP & WSCA/NASPO: ORCPP and WSCA/NASPO Participants (as defined herein) are also entitled to
utilize the discounted Airfares offered under the Discount Agreements awarded. DAS Procurement Services
has no estimate of the volume of such potential usage. However, by submitting a Proposal, Proposer agrees
to provide all Discounted Airfares actually required by ORCPP and WSCA/NASPO Participants during the
term of the Discount Agreement. Due to restrictions on usage that apply under existing DAS State
Procurement Office and Participant price agreements for airfares between certain pairs of destinations, this
RFP does not call for Proposers to propose discounted airfares for those pairs of destinations that already are
covered by an existing price agreement.
1.1.3 WSCA/NASPO BACKGROUND INFORMATION: WSCA/NASPO Cooperative Purchasing
Organization is a cooperative group-contracting consortium for state government departments,
institutions, institutions of higher education, agencies and political subdivisions (i.e., colleges, school
districts, counties, cities, etc.,) for the 50 states, the District of Columbia and the organized US
territories. WSCA/NASPO is a subset of the National Association of State Procurement Officials
(NASPO). NASPO is a non-profit association dedicated to strengthening the procurement community
through education, research, and communication. It is made up of the directors of the central
purchasing offices in each of the 50 states, the District of Columbia and the territories of the United
States.
Exhibit G contains WSCA/NASPO rules applicable to a WSCA/NASPO procurement. DAS Procurement
Services and Proposers shall comply with Exhibit G to the extent the WSCA/NASPO rules are consistent with
the Oregon law applicable to this solicitation.
The Discount Agreements resulting from this procurement may be used by WSCA/NASPO member states and
their political subdivisions (such as city and county government, and public and institutions of higher
education). WSCA/NASPO Discount Agreements, including the Master Discount Agreements resulting from
this RFP, may be used by other non-member states with authorization from the WSCA/NASPO Management
Committee and subject to approval of the individual state procurement director and their local statutory
provisions.
In addition to the Lead State conducting the solicitation, the following Participating States have requested to be
named in this RFP as a potential user of the resulting Master Discount Agreements. The Lead State anticipates
other states will sign on after the award process. The following list also includes the Participating States’
estimated yearly average purchase of annual air fare purchases.
STATE
ESTIMATED ANNUAL AIR FARE PURCHASED FOR 2011
Alaska
Colorado
Connecticut
District of Columbia
Hawaii
Louisiana
Michigan
Minnesota
Mississippi
Missouri
Montana
Nevada
New York
North Dakota
Oklahoma
Oregon
Pennsylvania
South Dakota
Utah
Vermont
Washington
West Virginia
$32,199,171
$10,194,185
$ 3,743,892
$1,200,000
$ 2,600,000
$14,000,000
$ 1,676,279
$ 2,035,640
$ 2,100,000
$ 350,000
$ 1,318,928
$ 2,076,763
$12,000,000
$ 3,411,203
$33,000,000
$ 9,394,915
$ 746,848
*
$12,716,500
*
$10,304,306
$ 4,357,561
* Data not available from these Participating States at this time.
1.1.4 ESTIMATES NOT BINDING: The volume of air fare shown above is estimated for Proposal purposes
only. The State, WSCA/NASPO and other Participants do not guarantee purchase of any amount or type of air
fares under any Discount Agreement awarded. BY SUBMITTING A PROPOSAL, EACH
PROPOSER THEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY CLAIM
IT MAY HAVE, IF AWARDED A DISCOUNT AGREEMENT, THAT MAY ARISE
OUT OF OR RELATE TO TRANSACTION VOLUMES OR QUANTITIES, OR TO
THE QUANTITY OR TYPE OF AIR FARES, ACTUALLY ORDERED UNDER THE
DISCOUNT AGREEMENT.
By submitting a Proposal, each Proposer assumes all risk of investigating the conditions relating to the
performance of the Discount Agreement. DAS Procurement Services neither represents nor warrants the
accuracy of any estimate or information presented in this RFP and Proposers agree to bear exclusive
responsibility for, and to accept all risks associated with, their estimates of the reasonable costs of the
performance of any resulting Discount Agreement.
1.2 SCHEDULE OF EVENTS:
Event
Solicitation Release
Pre-Proposal Conference
Webinar
Deadline for Receipt of
Questions/Clarifications/Requests
for Approved Equal
Deadline for Protest of
Solicitation
Closing Date and Time for
Submittals
Posting of Notice of Intent to
Award (approximate)
Protests of Award
Contract Execution
Date
10/22/2012
10/29/2012
Time (Pacific Time)
See ORPIN
10:00 AM
11/2/2012
5:00 PM
11/09/2012
5:00 PM
11/21/2012
3:30 PM
TBD
See ORPIN
7 days from
Notice of
Intent to
Award
TBD
5:00 PM
See ORPIN
1.3 DEFINITION OF TERMS: Unless otherwise indicated, the definitions in Attachment C, Section 1
are applicable to the entire RFP, including any resulting Discount Agreements. The following definitions are
applicable to this RFP and not applicable to any resulting Discount Agreement.
“Addendum” means an addition to or deletion from, a material change in, or clarification of, the RFP.
Addenda will be labeled as such, issued by DAS Procurement Services, and will be made available to all
interested Proposers as set forth in this RFP.
“Closing Date and Time” means the date and time on or before which all Proposals must be submitted.
“DAS Procurement Services” means the Oregon Department of Administrative Services, State Procurement
Office.
“ORPIN” means the Oregon Procurement Information Network.
“Participant” means a governmental body that procures Services from Contractor based on a Discount
Agreement established by Lead State. Participant includes State, State Agencies, and ORCPP members, and
Participating States and Political Subdivisions of Participating States properly authorized by a Participating
State to enter into a contract for the purchase of the Services described in a Discount Agreement.
“Participating State” means a WSCA/NASPO member state other than the State of Oregon that has indicated its
intent to participate in a Master Discount Agreement by executing a Participating Addendum or by using any
other method provided by WSCA/NASPO procedures, or any non-member state authorized by WSCA/NASPO
to purchase under this Master Discount Agreement through execution of a Participating Addendum.
“Proposal” means a firm offer submitted in response to a request for proposals.
“Proposer” means a person, organization or governmental entity that submits a response to a request for
proposals.
“State” means the State of Oregon.
“Successful Proposer” means the person, organization or governmental entity to which the award is made.
“RFP” means Request for Proposals.
1.4
SINGLE POINT OF CONTACT:
DAS Procurement Services designates the person identified on the cover sheet of this RFP as the only point of
contact during this procurement process (“Single Point of Contact”). Proposers and interested persons shall
direct to the Single Point of Contact all questions concerning the procurement process, technical requirements
of this RFP, contractual requirements, requests for brand approval, change, clarification, and protests, the award
process, and any other questions that may arise related to this solicitation.
SECTION 2: SOLICITATION PROCESS
2. 1 PROCUREMENT AUTHORITY: DAS Procurement Services is conducting this cooperative
procurement pursuant to its authority under OAR 125-246-0170(3).
2.2 PROCUREMENT METHOD: DAS Procurement Services intends to use the competitive sealed
proposal method under ORS chapters 279A & B and OAR 125-247-0260. This will be a single step
multiple award Request for Proposals (RFP). The four (4) highest ranked responsive and responsible
Proposers will be awarded Discount Agreements. The evaluation committee will rank each Proposal to
determine to be the most advantageous to the State with price and other factors considered in accordance
with the criteria described in this RFP.
The State of Oregon reserves the right to increase or decrease the amount of Discount Agreements awarded
dependent upon the number of proposals submitted, and what is in the best interest of the State of Oregon,
WSCA/NASPO and other Participants.
2.3 PRE-PROPOSAL CONFERENCE: WEBINAR
Not Applicable
Applicable: A pre-Proposal conference will be held for this RFP.
Proposer attendance at this conference is:
Mandatory
Voluntary
The pre-proposal conference will be conducted through a webinar.
of Contact for webinar instructions.
Please contact the Single Point
The purpose of this conference is to explain the RFP requirements and to answer any questions Proposers
may have. Statements made at the pre-proposal conference are not binding upon DAS Procurement
Services. Proposers are cautioned that the official RFP requirements will change only by written Addenda
issued by DAS Procurement Services as provided in subsection 2.7.1. This is a voluntary pre-proposal
conference. Proposers are strongly encouraged to attend this conference.
2.4 ORPIN SYSTEM:
2.4.1 RFPs, including all Addenda and attachments, are posted on the Oregon Procurement Information
Network (ORPIN) as part of the solicitation document for download by prospective Proposers. Solicitation
documents will not be routinely mailed to prospective Proposers. Proposers without access to the ORPIN
System may download copies at DAS Procurement Services, 1225 Ferry St. SE – U140, Salem, Oregon.
Proposers may also order hard copies from the DAS Procurement Services for a fee.
2.4.2 ATTACHMENTS: If an Exhibit, Attachment or Addendum is used that cannot be viewed or
downloaded through the ORPIN System, the solicitation will include instructions on how to obtain these
documents.
2.4.3 ORPIN USAGE: Proposers unfamiliar with the ORPIN System may contact DAS Procurement
Services at 1225 Ferry St. SE - U140, Salem, OR 97301-4285; telephone number (503) 378-4642.
2.4.4 ORPIN REGISTRATION INFORMATION: Proposers are responsible for ensuring that their
registration information is current and correct. DAS Procurement Services accepts no responsibility for
missing or incorrect information contained in any Proposer’s registration information in ORPIN.
2.5 PRODUCT IDENTIFICATION; REQUESTS FOR CLARIFICATIONS/QUESTIONS:
2.5.1 RESERVED
2.5.2 REQUESTS FOR CLARIFICATION/QUESTIONS/APPROVED EQUAL:
All inquiries for clarification, whether relating to the solicitation process, administration, deadline or award,
or to the intent or technical aspects of the Services (including requests for approved equals) must be
submitted, in writing, to the Single Point of Contact identified on the cover sheet of this RFP (mail, fax or
email are acceptable) by the deadline identified in Section 1.2 Schedule of Events. No telephone questions
will be accepted or considered.
Requests must:
Identify the Proposer’s name and be signed by the Proposer’s authorized representative;
Clearly reference this RFP Number 102-1900-12
Refer to the specific RFP paragraph number and page and should quote the passage being
questioned.
Be received as described above by the deadline identified in the Schedule of Events, Section
1.2.
When appropriate, as determined by DAS Procurement Services in its sole discretion, revisions, substitutions,
or clarifications of the RFP or attached terms and conditions will be issued by written Addendum to this RFP.
Interpretations, corrections or changes to this RFP will be made by written Addendum, and posted to the
ORPIN system. Interpretations, corrections or changes to this RFP made in any other manner do not bind the
State of Oregon.
2.6 PROTEST OF RFP: Any Proposer who believes that any Discount Agreement terms, contractual
terms, or Specifications are unnecessarily restrictive or limit competition may submit a protest, in writing, to
the Single Point of Contact listed on the cover page of this RFP. This is the Proposer’s only opportunity to
protest the provisions of this RFP, including but not limited to, the solicitation process, specification/Scope
of Services requirements and contract terms and conditions.
Prospective Proposers must submit protests to the Single Point of Contact listed on the cover page of this
RFP by the deadline specified in Section 1.2 of this RFP. DAS Procurement Services will not consider any
protest received after that deadline. Proposer must include in the protest the identity of the Proposer, a clear
reference to this RFP #102-1900-12, the legal and factual grounds for the protest, a description of the
resulting prejudice to the Proposer if the protest is not granted, and any proposed changes to the Discount
Agreement terms, contractual terms or Specifications, and all information required by ORS 279B.405(4)
2.6.1 METHOD OF SUBMITTING REQUESTS FOR MODIFICATION OF RFP PROVISIONS:
Proposers must mark envelopes containing requests for clarification, requests for change, requests for approved
equal, and Proposal protests as follows:
o Proposal Request for Clarification [or Request for Change or Approved Equal or Protest]
o RFP Number
o Proposal Closing Date and time
Unless the specific deadline is extended by subsequent Addendum, DAS Procurement Services will not
consider requests for clarification, requests for change, or protests pertaining to provisions contained in the
originally-issued RFP after the date specified in Section 1.2 Schedule of Events.
2.6.2 RESPONSE TO REQUESTS FOR CLARIFICATION: CLARIFICATIONS, WHETHER
VERBAL, IN WRITING, OR INCLUDED IN AN ADDENDUM AS A "CLARIFICATION," DO NOT
CHANGE SPECIFICATIONS, CONTRACTUAL TERMS, OR PROCUREMENT REQUIREMENTS OF
AN RFP. IF A REQUEST FOR CLARIFICATION RAISES AN ISSUE THAT DAS PROCUREMENT
SERVICES DETERMINES SHOULD BE HANDLED BY FORMALLY AMENDING THE RFP, DAS
PROCUREMENT SERVICES WILL DO SO ONLY BY ANNOUNCING SUCH A CHANGE IN AN
ADDENDUM, NOT THROUGH INFORMATION IDENTIFIED AS A "CLARIFICATION." (Refer to
Section 2.7)
2.6.3 RESPONSE TO REQUESTS FOR CHANGE AND PROTESTS: DAS Procurement Services will
promptly respond to each properly-submitted request for change and protest. Protests that do include the
required information may not be considered by DAS Procurement Services. DAS Procurement Services will
receive protests in writing, to the Single Point of Contact identified on the cover sheet of this RFP (mail, fax or
email are acceptable) by the deadline identified in Section 1.2 Schedule of Events. No telephone protests will
be accepted or considered. Where appropriate, DAS Procurement Services will issue RFP revisions via
Addenda posted on ORPIN. DAS Procurement Services may also informally respond to Proposer questions.
HOWEVER, INFORMAL RESPONSES DO NOT AFFECT THE PROVISIONS OF THE RFP.
SPECIFICATIONS, DISCOUNT AGREEMENT AND CONTRACTUAL TERMS, AND PROCUREMENT
REQUIREMENTS OF THE RFP CAN ONLY BE CHANGED VIA FORMAL ADDENDA ISSUED BY DAS
Procurement Services AND POSTED ON ORPIN.
2.7 RFP ADDENDA:
DAS Procurement Services shall advertise RFP Addenda only on the ORPIN system. Proposers are
responsible for checking the ORPIN System to determine whether an RFP Addendum has been issued.
RFP Addenda are incorporated into the RFP by this reference and can be viewed and downloaded by registered
firms. Proposers should consult ORPIN regularly until the Closing Date and Time to assure that they have not
missed any RFP Addendum announcements. DAS Procurement Services is not responsible for sending RFP
Addenda to any potential Proposers, whether requested or not. By submitting a Proposal, each
Proposer thereby agrees that it accepts all risks, and waives all claims, associated with or
related to any failure to obtain Addenda information.
2.8 PROTEST OF RFP ADDENDUM:
Unless a different deadline is set forth in the RFP Addendum, prospective Proposers may submit a protest of
the RFP Addendum by the close of the next business day after the issuance of the RFP Addendum, or no
later than 5:00 PM Pacific Time on the last day allowed to submit a Solicitation protest under OAR 125-2470430, whichever is later. The RFP Addendum protest must be submitted in the same manner as a protest of
the RFP under Section 2.6 above.DAS Procurement Services will not consider requests or protests of matters
not added or modified by the Addendum.
SECTION 3. INSTRUCTIONS TO PROPOSER
3.1 ACCEPTANCE PERIOD: Unless otherwise specified in this RFP, for the purpose of award,
Proposals are firm offers for a period of (180) calendar days from the Closing Date and Time.
3.2 PROPOSAL SUBMISSIONS (GENERAL):
3.2.1 PROPOSAL FORMAT:
Proposer should describe in detail how Proposer will meet the requirements of this RFP and may provide
additional related information with the Proposal. The Proposal should be presented in a format that
corresponds to, and references, the sections contained in the specifications or Scope of Services and should
be presented in the same order. Responses to each section and subsection should be labeled to indicate
which item is being addressed.
Proposals should be straightforward and concise and provide “layman” explanations of technical terms that
are used. Emphasis should be focused on responding to the RFP requirements, on providing a complete and
clear description of the Proposal, and conforming to the RFP instructions. If a complete response cannot be
provided without referencing supporting documentation, you must provide such documentation with the
Proposal indicating where the supplemental information can be found. Proposals that merely offer to
provide supplies and services as stated in this RFP may be considered non-responsive and may be rejected
for further evaluation.
Proposers must submit their Proposals in both hard copy and electronic form on a CD-ROM or USB flash
drive in MS Word 2003, 2007 or 2010 format.
DAS Procurement Services prefers to receive Proposals in appropriately sized three-ring binders with an
index and tabs identifying separate sections. No oral, telegraphic, or telephonic Proposals or modifications
will be considered.
3.2.2 QUANTITY OF PROPOSALS TO BE SUBMITTED:
A Proposer shall submit to the Single Point of Contact one (1) original and eight (8) copies of the Proposal
(less Proposal Pricing Page) and all required supporting information and documents on or before the Closing
Date and Time. Proposers shall submit one (1) original Proposal marked “MASTER.” Envelopes, packages
or boxes containing the original and the copies should be marked in accordance with Section 3.2.3. If
discrepancies are found between the copies, or between the original and copy or copies, the original
“MASTER” will provide for the basis of resolving discrepancies. If one document is not clearly marked
“MASTER,” DAS Procurement Services reserves the right to use the original as the Master. If no document
can be identified as an original, Proposer’s Proposal may be rejected at the discretion of DAS Procurement
Services. A Proposer shall also submit on a CD ROM or USB flash drive one electronic copy of its Proposal
in MS Word 2003, 2007 or 2010 format.
A Proposer shall submit its Proposal Pricing Page in a separate, sealed envelope, labeled accordingly and
placed in sealed carton(s) or package(s) as described in this Section 3.2.2. Prices must be submitted on a
pricing matrix (Attachment B) in Microsoft Word format. Proposers shall submit their prices in both hard
copy and electronic form using Microsoft Word on a CD-ROM or USB flash drive.
3.2.3 ENVELOPE, PACKAGE OR BOX LABEL:
Proposals must be clearly labeled and submitted in a sealed envelope, package, or box bearing the following
information:
Name of Proposer
RFP Number
Closing Date and Time
Proposers are solely responsible for ensuring that their Proposals are received by DAS Procurement Services
in accordance with the solicitation requirements, before the Closing Date and Time, and at the place
specified on the cover sheet of this RFP. DAS Procurement Services shall not be responsible for any delays
in mail or by common carriers or by transmission errors or delays or mistaken delivery. Proposal deliveries
made to a location other than to the address identified on the cover sheet of this RFP will be considered nonresponsive unless re-delivery is made to the address identified on the cover sheet of this RFP before the
Closing Date and Time. Proposals may NOT be submitted by facsimile.
3.2.4 PROPOSAL MODIFICATIONS: No Proposal may be modified after the Closing Date and Time.
It is the responsibility of the Proposer to ensure that modified Proposals are submitted before the Closing
Date and Time. All modifications made to a Proposal before submission must be made in ink and must be
properly initialed by Proposer’s authorized representative. Proposals that contain omissions or improper
erasures or irregularities may be rejected.
Modifications to a Proposal may NOT be submitted by facsimile.
3.2.5 PROPOSAL WITHDRAWAL:
No Proposal may be withdrawn after the Closing Date and Time. If a Proposer wishes to withdraw a
submitted Proposal, it must do so prior to the Closing Date and Time. The Proposer must submit a written
notice to withdraw, signed by the Proposer’s authorized representative and submitted to the Single Point of
Contact identified on the cover sheet of this RFP.
3.2.6 LATE PROPOSALS:
The Closing Date and Time identified in Section 1.2, or as modified by Addenda, is FIRM. Proposals will
NOT be accepted after the Closing Date and Time for consideration in the evaluation process and late
Proposals will be returned to the Proposer.
3.2.7 OPENING OF PROPOSALS:
Proposals will be opened and the names of all Proposers will be read at the Closing Date and Time listed in
Section 1.2. Proposals will be opened at the DAS Procurement Services Second Floor, 1225 Ferry Street
SE, Salem, Oregon.
3.3 PROPOSAL SUBMISSION REQUIREMENTS (PASS/FAIL):
Each Proposal must comply with the following requirements, which will be evaluated on a Pass/Fail basis.
Failure to provide any of the information required in this section WILL result in rejection of the Proposal.
DAS Procurement Services reserves the right to determine which Proposals meet the proposal submission
requirements of this RFP.
3.3.1 SUBMITTAL DEADLINE:
Proposals must be submitted before the Closing Date and Time. Proposals will NOT be accepted after the
Closing Date and Time and late Proposals will be returned to the Proposer.
DAS Procurement Services reserves the right to extend the Closing Date and Time by Addendum when it is
in the best interest of the State of Oregon.
3.3.2 PROPOSAL COVER PAGE:
The Proposer must include in its Proposal submission the attached Proposer Cover Page (Attachment A)
signed by a duly authorized representative empowered to legally bind the Proposer to the Proposal
submission.
3.3.3 AUTHORIZED SIGNATURE:
Every Proposal must be signed by the person or persons legally authorized to bind the Proposer to the
Proposal submission and to the Discount Agreement resulting from this RFP. Upon request by DAS
Procurement Services, any representative submitting a Proposal on behalf of the Proposer shall provide a
current power of attorney or other document certifying the representative’s authority to bind the Proposer.
Upon request of DAS Procurement Services, a corporation shall provide a certified copy of the bylaws or
resolution of the board of directors showing the authority of the officer signing the Proposal to execute
contracts on behalf of the entity.
3.3.4 MATERIAL OR TECHNICAL REQUIREMENTS:
Proposal submissions must contain documentation to demonstrate the Proposer’s ability to meet the material
or technical requirements as defined below in Section 8 of this RFP.
SECTION 4: EVALUATION
4.1 EVALUATION COMMITTEE:
Proposals will be evaluated by DAS Procurement Services and the WSCA/NASPO Travel Sourcing Team
(Evaluation Committee) for completeness and compliance with the requirements of this RFP. If the Proposal
is unclear, DAS Procurement Services may ask Proposer to provide clarification.
DAS Procurement Services will review Proposals received on time against the pass/fail Proposal submission
requirements identified in Section 3.3. DAS Procurement Services will forward Proposals which pass the
Proposal submission requirements in Section 3.3 to the Evaluation Committee that will independently review,
score and rank Proposals according to the criteria set forth in Section 4.2.
4.2 EVALUATION AND SCORING CRITERIA:
Proposals will be evaluated, scored and ranked based on the mandatory requirements and desirable features
described in Section 8 below. The Proposer must describe how the Proposer meets the requirements that are
specified in this RFP as related to those categories.
4.2.1 SECTION 8 REQUIREMENTS AND FEATURES:
The Evaluation Committee will review on a pass-fail basis all Proposals responsive to the mandatory
requirements in Section 8. A Proposer’s failure to comply with the instructions or to submit a complete
Proposal may result in the Proposal being determined non-responsive. Proposals must meet all of the
mandatory requirements in order to be scored for desirable features and price. Any Proposal not meeting all
the mandatory requirements must be rejected from further consideration for award.
The Evaluation Committee will score Proposals on desirable features criteria and price. The evaluation
committee will independently score the desirable criteria and price to reach a total score for each qualified
Proposal submitted. Price proposal information will not be available to the evaluation committee during the
evaluation of the desirable criteria. All evaluation committee members’ scores will be added and averaged to
calculate a total average score for each Proposal. Proposals will be ranked by total average score.
4.2.2 POINT ALLOCATIONS: Point allocations for each scored criterion are identified in the desirable
features described in Section 8.3 below. There are 925 points available for this RFP, with 600 points
available for pricing and 325 points available for desirable features.
Whenever it is mentioned that a percentage of points will be calculated, the following formula will be used.
The most competitive Proposer for a criterion (price, desirable feature) will receive the highest number of
points as shown below.
EXAMPLE: In this example, the total points possible for cost are 600
Proposer A offers an average discount of 20%
Proposer B offers an average discount of 15%
Proposer C offers an average discount of 10%
(All three Proposers meet all requirements.)
Proposer A would receive 600 points.
Proposer B would receive 450 points.
15 divided by 20 equals .75 .75 times 600 equals 450
Proposer C would receive 300 points.
10 divided by 20 equals .50 .50 times 600 equals 300.
NOTE: ALL POINTS SHALL BE ROUNDED UP OR DOWN TO THE NEAREST WHOLE NUMBER.
The State reserves the right to withdraw any item from the award if it is in the best interest of the State to do so.
4.2.3 METHOD OF AWARD: Subject to Section 2.2, in which DAS Procurement Services reserves the
right to award a greater or lesser number of Discount Agreements, the four (4) highest-scored responsive and
responsible Proposers meeting all of the requirements of this Request for Proposals will be awarded
Discount Agreements. DAS Procurement Services reserves the right to award items separately or by
grouping items, or by total lot.
DAS Procurement Services reserves the right to increase or decrease the amount of Discount Agreements
awarded dependent upon the number of proposals submitted, and what is in the best interest of the State of
Oregon, WSCA/NASPO and other Participants
4.2.3.1 RESPONSIVENESS: To be considered Responsive, the Proposal must substantially comply with
all requirements of the RFP and all prescribed procurement procedures and requirements. In making such
evaluation, DAS Procurement Services may waive minor informalities and irregularities.
4.2.3.2 RESPONSIBILITY: Prior to award of a Discount Agreement, DAS Procurement Services may
investigate a Proposer and request information in addition to that already required in the RFP when DAS
Procurement Services, in its sole discretion, considers it necessary or advisable in order to evaluate whether
the Proposer meets the applicable standards of responsibility identified in ORS 279B.110 and OAR 125-2470640.
4.2.3.3 INSURANCE. The apparent Successful Proposers shall provide all required proofs of insurance to
DAS Procurement Services within 10 calendar days of notification of intent to award. See Exhibit G. Failure
to present the required proofs within the required period may result in Proposal rejection. Proposers are
encouraged to consult their insurance agent(s) about the insurance requirements contained in the RFP prior
to Proposal submission.
SECTION 5: INTENT-TO-AWARD
5.1 AWARD NOTIFICATION:
After a final selection is made, DAS Procurement Services will issue an intent- to-award announcement on
ORPIN. Proposal files are public records and available for review at DAS Procurement Services by
appointment.
5.2 AWARD PROTEST:
Award protest must be submitted to the Single Point of Contact identified in the cover sheet of this RFP and
must be received within seven (7) calendar days after the date of the notice of intent to award. Award
protests must meet the requirements of ORS 279B.410 to be considered. DAS Procurement Services will
not consider any protests that are received after this deadline.
DAS Procurement Services will address all timely submitted protests that are in accordance with ORS
279B.410 within a reasonable time following DAS Procurement Services’ receipt of the protest and DAS
Procurement Services will issue a written decision to the Proposer who submitted the protest. Protests that
do not include the information required by ORS 279B.410 may be rejected by DAS Procurement Services.
DAS Procurement Services will receive protests in the following forms:
Faxed protests submitted to the Single Point of Contact identified on the cover sheet of this RFP.
Emailed protests with attached letterhead submitted to the Single Point of Contact identified on the
cover sheet of this RFP.
Letter submitted to the Single Point of Contact identified on the cover sheet of this RFP.
SECTION 6: CONTRACT NEGOTIATIONS AND EXECUTION
6.1 CONTRACT NEGOTIATIONS:
6.1.1 NEGOTIATION OF CONTRACT TERMS AND CONDITIONS: By submitting a Proposal, each
Proposer agrees to abide by the requirements of the RFP, including the terms of the Discount Agreement
attached hereto as Attachment C. The Proposers shall review the attached Discount Agreement and note
exceptions. Unless a Proposer notes exceptions in its Proposal, the conditions of the Discount Agreement will
govern. It may be possible to negotiate some of the wording in the final Discount Agreement; however, there
are many provisions which cannot be changed. Proposers are cautioned that the State of Oregon and the
Evaluation Committee believe modifications to the standard provisions or terms and conditions foster increased
risk to the State, Authorized Purchasers, and Participants. Therefore, the scope of requested exceptions will be
considered in the evaluation of Proposals.
Any Proposal that is received conditioned on DAS Procurement Services acceptance of any other terms and
conditions may be rejected. Any subsequent negotiated changes are subject to prior approval of the Oregon
Department of Justice.
6.1.2 NEGOTIATION PERIOD: If negotiations are not successful within 30 calendar days of the start of
negotiations, DAS Procurement Services may terminate negotiations with the highest ranked Proposer and
begin negotiations with the second higher ranked Proposer.
DAS Procurement Services reserves the right to conduct serial or simultaneous negotiations under the
Competitive Sealed Proposal: Multi-step Process. OAR 125-247-0260.
6.2 CERTIFICATE OF INSURANCE: The Successful Proposer(s) will be required to provide
Certificates of Insurance to DAS Procurement Services for levels of Insurance coverage shown in G of
Attachment C prior to Discount Agreement execution.
6.3 PARTICIPATING ADDENDA BY PARTICIPATNG STATES. As outlined in Section 6.1.1
above, each Participating State will negotiate its own Participating Addendum with the awarded contractors.
Each Participating State who chooses to execute a Participating Addendum will do so with at least one
contractor. Participating States may choose one or more of the contractors to be awarded Discount
Agreements under a Participating Addendum.
SECTION 7: ADDITIONAL INFORMATION FOR PROPOSER
7.1 OWNERSHIP OF MATERIALS: All materials submitted in response to this RFP become the
property of DAS Procurement Services. Proposals and supporting materials will not be returned to Proposers
unless the Proposal is submitted late or the RFP is cancelled.
7.2. COST AND DAMAGES: In accordance with ORS 279B.100, any solicitation or procurement
described in a solicitation may be delayed, suspended or canceled and any or all bids or proposals may be
rejected in whole or in part, when the delay, suspension, cancellation or rejection is in the best interest of the
State as determined by the DAS Procurement Services. The State and DAS Procurement Services are not
liable to any bidder or Proposer for any loss or expense caused by or resulting from the delay, suspension,
cancellation, or rejection of a solicitation, bid, proposal or award.
7.3 CANCELLATION OR REJECTION OF PROPOSALS: DAS Procurement Services reserves the right
to reject any or all Proposals, in whole or in -part, and reserves the right to cancel this RFP at any time the
rejection or cancellation is in the best interest of the State of Oregon as determined by the DAS Procurement
Services. DAS Procurement Services is not liable to any Proposer for any loss or expense caused by or resulting
from the rejection or cancellation of a solicitation, Proposal, or award. All Proposals will become part of the
public file without obligation to DAS Procurement Services. By submitting a Proposal, each Proposer
thereby accepts all risks, and waives all claims, associated with or related to the costs it
incurs in Proposal preparation, submission, and participation in the solicitation process.
7.4 CONFIDENTIAL OR PROPRIETARY INFORMATION: Following the award of a Discount
Agreement, responses to this RFP are subject to release as public information unless the response or specific
information contained therein is identified as exempt from public disclosure. Proposers are advised to
consult with legal counsel regarding disclosure issues.
If a Proposer believes that any portion of a Proposal contains any information that is considered a trade secret
under ORS Chapter 192.501(2), or otherwise is exempt from disclosure under the Oregon Public Records
Law, ORS 192.410 through 102.505, each page containing such information must include the following:
“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192, and is
not to be disclosed except in accordance with the Oregon Public Records Law, ORS 192.410 through
192.505.”
Identifying the Proposal, in whole, as exempt from disclosure is not acceptable. Proposers are cautioned that
cost information submitted in response to an RFP is generally not considered a trade secret under the Oregon
Public Records Law. Further, information submitted by a Proposer that is already in the public domain is not
protected. If a Proposer fails to identify the portions of the Proposal that the Proposer claims are exempt from
disclosure, the Proposer is deemed to waive any future claim of non-disclosure of that information. The State
is not liable for disclosure or release of any information when authorized or required by law or court order to
do so. The State is immune from liability for disclosure or release of information under the circumstances set
out in ORS 646.473(3).
DAS Procurement Services business practice is to schedule requests for inspection of any RFP file after
Proposers have been notified of the intent to award.
7.6. RECYCLED PRODUCTS: Contractors shall use recyclable products to the maximum extent
economically feasible in the performance of the contract services or work set forth in this document and the
subsequent Discount Agreement. (ORS 279B.060(2)(f)).
7.8 DISCOUNT AGREEMENT AMENDMENTS: DAS Procurement Services reserves the right to
amend the Discount Agreement resulting from this RFP. All amendments must be in writing and signed by
all approving parties before becoming effective. Only DAS Procurement Services has the final authority to
execute changes, notices or amendments to the Discount Agreement under OAR 125-246-0560.
8. TECHNICAL REQUIREMENTS:
8.1 SILENCE OF SPECIFICATIONS: The apparent silence of the RFP specifications as to any detail, or
the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only
the best commercial practice is to prevail and that only materials and workmanship of first quality are to be
used.
8.1.1. However, if any omitted specification results in ambiguity as to material characteristics of the
Proposal item, and clarification is necessary to enable a reasonable Proposer in the particular industry to
properly identify such characteristics, the Proposer shall seek a formal request for clarification as set forth in
Section 2.5. Failure to make such a request is at the Proposer's risk, and the Proposer awarded a Discount
Agreement shall be required to provide Services meeting the Participant’s needs with regard to any omitted
specification for which clarification was not sought.
8.1.2. ADHERENCE TO THE SPECIFICATIONS: Deviations in the Proposal from any of the RFP
specifications requirements may result in Proposal rejection. Deviations discovered after Discount
Agreement formation shall be corrected at no cost to the State or any Participant.
8.2 MANDATORY REQUIREMENTS: To be considered responsive, the Proposer must meet the
following mandatory requirements at the time of the RFP opening. Proposers must demonstrate in their
Proposals how they meet each of the following requirements.
8.2.1 The Proposer acknowledges and agrees that it can perform all the services required in Exhibit A,
Scope of Services. [___] YES [___] NO
8.2.2 The Proposer must have all required licenses, bonding, facilities, equipment, vehicles, and trained
personnel necessary to perform the requirements specified in this RFP.
8.3 DESIRABLE FEATURES: Proposers must describe in their Proposals whether they meet any or all of
the desirable features outlined below. The Evaluation Committee will give point considerations to each of
the desirable features as described. Whenever it is mentioned that a percentage of points will be calculated,
the Evaluation Committee will use the formula described in Section 4.2.2.
8.3.1 SOLUTION FUNDS: It is desired that the Proposer offer a solution fund for the State to use to offset
the cost of ticketing changes. Proposers are to describe any solution fund available and indicate the starting
account balance, the percentage of sales the Proposer will contribute to the fund, and any restrictions on class
of service. (50 Points)
8.3.2 BAGGAGE CHARGES: It is desired that Proposers offer waived or reduced baggage charges for
fares purchased under the resulting Discount Agreement. Proposers must indicate any waived or reduced
baggage in their Proposals. Please indicate any reduced baggage charges in actual cost, not percentages or
discount amount from regular bag charges. (50 Points)
8.3.3 SEAT PREFERENCE CHARGES: It is desired that Proposers offer waived or reduced seat
preference (window and aisle seating) charges for fares purchased under the resulting Discount Agreement.
Proposers must indicate any waived or reduced seat preference in their Proposals. Please indicate any
reduced seat preference charges in actual cost, not percentages or discount amount from regular seat
preference charges. (50 Points)
8.3.4 OTHER AIRLINE FEES: It is desired that Proposers offer waived or reduced other airline fees or
charges for fares purchased under the resulting Discount Agreement. Proposers must indicate any waived or
reduced fees or charges in their Proposals. Please indicate any reduced fees or charges in actual cost, not
percentages or discount amount from regular fees and charges. (50 Points)
8.3.5 NATIONAL AIRPORT PRESENCE: It is desired that Proposers have a large national airport
presence in the United States. Proposers are to indicate the number of airports they provide regular
scheduled service to, and the number of hub airports and focus cities they provide service to. Proposers that
serve the most airports, hubs and focus cities will receive the highest points in their respective category.
Proposers that offer lesser amounts will receive fewer points. Points shall be calculated based on the
following maximum available points:
Number of airports - 50;
Number of hubs - 50;
Number of focus cities - 25.
8.4 EXISTING CITY-PAIR AGREEMENTS: As stated in Sections 1.1.1 and 1.1.2 of this RFP, the State
of Oregon does and other Participants may have existing City Pair airfare price agreements and discount
agreements. Neither this RFP, nor any Discount Agreement that may result from this RFP, will replace
those existing agreements. The State shall exercise priority with the airlines that currently provide service to
the City-Pairs under the existing price agreements and discount agreements. This RFP is intended to provide
additional discounts to markets not served under the existing City-Pair price agreements or discount
agreements.
8.5 CODE SHARING: Proposers must indicate in Attachment B whether or not they have existing code
sharing or interline agreements with other carriers and also must name the partner airline(s) on the pricing
matrix. Proposers must indicate both: (i) all flight number series or sequences (and the carriers) where code
sharing will be allowed; and (ii) all flight number series or sequences where code sharing will be prohibited in
any resulting Discount Agreement. With any DAS Procurement Services approved code sharing, it shall be the
Contractor’s responsibility to seek compensation from its code share partner for tickets booked using the
partner‘s equipment. The Contractor shall not seek reimbursement from, or make any charge back against,
either the State's travel management provider(s), the State, or any Participant.
8.6 COST PROPOSAL: Proposers must complete and submit Attachment B, Proposer Pricing Sheet. 600
points are available for pricing. Proposers shall enter discounted percentage rates. The discounted
percentage rates are exclusive of local and state sales and federal excise taxes and airport concession fees,
and do not include refueling charges, legislative or mandated taxes, bond issues imposed by government
bodies or any additional optional charges that a traveler may purchase. Where the state government entities
are not exempt from sales taxes on sales within their state, the Contractor shall add the sales taxes on the
billing invoice as a separate entry.
ATTACHMENT A
PROPOSAL COVER PAGE
CERTIFICATION
I, the official named below, certify that I am duly authorized to legally bind the Proposer/Firm to the
clause(s) listed below.
Contractor/Proposer Firm Name (Printed)
By (Authorized Signature of Person with Authority to Obligate the Proposer Contractually)
Printed Name
Title of Person Signing
Date Signed
Telephone Number
Identify Name of Person Authorized Identify Title of Person Authorized to Telephone
to Negotiate the Contract on Behalf Negotiate the Contract on Behalf of Number
Firm
of Firm
Fax
Number
Identify Name of Person to be Identify Title of Person Authorized to
Contacted for Clarification of be Contacted for Clarification
Proposal
Proposal
Telephone
of Number
Fax
Number
CONTRACTOR CERTIFICATION CLAUSES IN RESPONSE TO RFP
Oregon Certifications:
1. Proposer understands and accepts the requirements of this RFP. By Proposal submission, the Successful
Proposer(s) agree(s) to be bound by the Discount Agreement terms and conditions at Attachment C and as
modified by Addendum, except for those terms and conditions that DAS Procurement Services has reserved for
negotiation in the RFP.
2. Proposer acknowledges receipt of all Addenda to this RFP.
3. Proposer and Proposer’s employees and agents are not included on the list titled “Specially Designated
Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States
Department of the Treasury and currently found at
http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf.
4. Proposer acknowledges these certifications are in addition to any certifications required in the Discount
Agreement at Attachment C at the time of Discount Agreement execution.
WSCA/NASPO Certifications:
1.
NON-COLLUSION: By signing this Proposal the Proposer certifies that the Proposal submitted has been arrived
at independently and has been submitted without collusion with, and without any agreement, understanding or
planned common course of action with, any other vendor of materials, supplies, equipment or services described
in the RFP, designed to limit independent bidding or competition.
2. CONFLICT OF INTEREST: Proposer certifies that it has not offered or given any gift or compensation
prohibited by the state laws of any WSCA/NASPO participants to any officer or employee of WSCA/NASPO or
participating states to secure favorable treatment with respect to being awarded this Discount Agreement.
Attachment B
Pricing Sheet
PROPOSERS MUST SUBMIT THE FOLLOWING INFORMATION IN THEIR PROPOSALS.
A PROPOSER MAY OFFER A TIERED DISCOUNT BASED ON EACH OF THE FARE CLASSES IT
OFFERS OR A FLAT DISCOUNT THAT APPLIES TO ALL THE PROPOSER’S PUBLISHED COACH
FARE CLASSES. PROPOSER MAY ONLY OFFER COACH FARES. THE STATE WILL NOT
CONSIDER BUSINESS CLASS OR FIRST CLASS FARES.
The volume of travel in 2011 between City Pairs is stated in Section 1.1.3. These figures are provided
exclusively for general informational purposes to assist Proposers in developing their Proposals. As stated in
Sections 1.1.2 and 8.4 of this RFP, the existing City Pair airfare Discount Agreements will not be superseded or
replaced by any Discount Agreements awarded under this RFP. Therefore, the volume information pertains to
markets that are different from those that will be served under this RFP. Neither the State nor DAS
Procurement Services make any representation or warranty of any nature concerning the future usage levels that
will be achieved under any Discount Agreement that may be awarded under this RFP. BY SUBMITTING A
PROPOSAL, EACH PROPOSER THEREBY AGREES THAT IT ACCEPTS ALL RISKS
ASSOCIATED WITH OR RELATED TO THE AMOUNT OF TRAVEL OR USAGE MADE BY THE
STATE, AUTHORIZED PURCHASERS OR PARTICIPANTS UNDER ANY RESULTING
DISCOUNT AGREEMENT.
Proposers are to enter their discounts based on their classes. If a Proposer wishes to offer a flat discount, the
Proposer should enter the same percentage amount in all classes. For multiple discounts, DAS Procurement
Services will total all of the percentages offered and divide by the number of tiers to obtain the average
percentage discount for all fare classes. The average percentage discount will be used to determine pricing
score. The Proposer with the highest percentage discount shall receive 600 points.
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____%
_____ class
_____ class
_____ Total
_____%
_____%
_____%
Code share allowed [___] Yes [___] No
Code Share Partners: ____________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Allowed Flight Sequences: _________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Prohibited Flight Sequences: ________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
ATTACHMENT C
MASTER DISCOUNT AGREEMENT
DISCOUNTED AIR FARES
This agreement (the “Discount Agreement”) is entered into as of the Effective Date by the State of Oregon,
acting by and through the State Procurement Office of the Department of Administrative Services (the "State")
and INSERT NAME OF CONTRACTOR ("Contractor"). The State and the Contractor are collectively
referred to as the “Parties”.
The State issued RFP # 102-1900-12 seeking offers from qualified and responsible vendors to provide
discounted air fares as described in this Discount Agreement to Participants.
Contractor submitted an offer in response to the RFP offering to provide the Services described in this Discount
Agreement in strict accordance with the terms and conditions set forth in this Discount Agreement.
The State has awarded this Discount Agreement to Contractor for the purchase of discounted air fares by State,
State Agencies and ORCPP members, the Western States Contracting Alliance (WSCA/NASPO), and each
Participating State and its Participants. This Discount Agreement is the product of a cooperative procurement
conducted by the State of Oregon on behalf of WSCA/NASPO. For purposes of the cooperative procurement,
this Discount Agreement is the Master Discount Agreement. Oregon is the Lead State for this Master Discount
Agreement. Each Participating State may negotiate its own unique terms and conditions separately in a
Participating Addendum. The Discount Agreement for a Participating State will be this Master Discount
Agreement and the negotiated Participating Addendum.
Table of Contents:
MASTER DISOUNT AGREEMENT
EXHIBIT A. SCOPE OF SERVICES
EXHIBIT B. INVOICING AND PAYMENT
EXHIBIT C. RESERVED
EXHIBIT D. SPECIAL TERMS AND CONDITIONS
EXHIBIT E. PRICING SHEET
EXHIBIT F. AUTHORIZED ARC/IATA* TICKETING LOCATIONS
EXHIBIT G. WSCA/NASPO TERMS AND CONDITIONS
EXHIBIT H. PARTICIPATING ADDENDUM
NOW, THEREFORE, In consideration of the foregoing recitals and subject to the covenants, terms and
conditions set forth below, the Parties agree as follows:
1.0 DEFINITIONS
Throughout this Discount Agreement, a number of acronyms and terms are used that are specific to this
Discount Agreement. Terms and acronyms are defined in this Section 1 and elsewhere in the Discount
Agreement.
“Contract” means the entire agreement between the Contractor and a Participant comprised of the Participant’s
purchase order or other acquisition of air transportation services, the terms of this Discount Agreement and its
Exhibits, any applicable Participating Addendum, addenda, and amendments.
“Contract Contact Person” means the individual appointed by DAS Procurement Services to administer this Discount
Agreement on behalf of the State, the participating WSCA/NASPO members and other Participants. For purposes of
this Discount Agreement, the Contract Contact Person is the WSCA/NASPO Contract Administrator.
CONTRACTED TRAVEL AGENCY: The travel agency or agencies with which Participants contract for
statewide travel management services, and their affiliates and subcontractors.
CONTRACTOR'S REPRESENTATIVE: An individual designated by the Contractor to act on behalf of the
Contractor concerning the terms and conditions set forth in the Contractor’s proposal and Discount Agreement
documents.
“DAS Procurement Services” means the Oregon Department of Administrative Services, State Procurement Office.
“Discount Agreement” means this indefinite quantity agreement between the Contractor and the State under which the
Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of Participants,
and to furnish products or services to those Participants.
DISCOUNTED AIRFARE: Means the fare after applying the discount off of published fares.
“Effective Date” means the date that the Discount Agreement is fully executed by the Parties and all required
State of Oregon approvals have been obtained.
“Lead State” means the state that conducted this cooperative solicitation and that will centrally administer this
resulting Discount Agreement. Oregon is the Lead State for this Discount Agreement. Lead State also means
“Administrator” as defined in OAR 125-246-0400.
“ORCPP” means the Oregon Cooperative Purchasing Program, whose members include but are not limited to:
State Agencies not subject to DAS Procurement Services purchasing authority, cities, counties, school districts,
special districts, Qualified Rehabilitation Facilities (QRFs), residential programs under contract with the Oregon
Department of Human Services, United States governmental agencies, and American Indian tribes or agencies.
“Participant” means a governmental body that is authorized to procure Services from Contractor based on this
Discount Agreement. Participant includes State, State Agencies, and ORCPP members, and Participating States
and Political Subdivisions of Participating States properly authorized by a Participating State to enter into a
contract for the purchase of Services described in this Discount Agreement. Participant is used interchangeably
with “procuring agency.”
“Participating Addendum” means a written statement of agreement signed by the Contractor and a Participating
State (or a non-Oregon Political Subdivision with the consent of its State Chief Procurement Official) that
clarifies the operation of this Discount Agreement for the Participating State (e.g, ordering procedures specific to
a Participating State) and may add other state-specific language or other requirements. A Participating
Addendum evidences the Participant’s willingness to purchase and the Contractor’s willingness to provide
Services under the terms and conditions of this Discount Agreement with any and all exceptions noted and
agreed upon.
“Participating Entity” means WSCA/NASPO member state, a governmental entity within a WSCA/NASPO
member state or other authorized state or governmental entity that chooses to purchase products and services
under the terms of this Master Discount Agreement by executing a Participating Addendum.
“Participating State” means a WSCA/NASPO member state other than the State of Oregon that has indicated its
intent to participate in this Discount Agreement by executing a Participating Addendum or by using any other
method provided by WSCA/NASPO procedures, or any non-member state authorized by WSCA/NASPO to
purchase under this Discount Agreement through execution of a Participating Addendum.
“Political Subdivision” means a county, city, school district, law enforcement authority, special district, or any other
kind of municipal, quasi-municipal, or public corporation organized pursuant to law.
“Services” means the provision of air travel and other services to be performed by Contractor in connection with
the provision of that air travel, as set forth in this Discount Agreement.
“State” means the State of Oregon.
“State Agency" means each agency, department, commission, bureau or other subdivision of the State government of
Oregon whose costs are paid, in whole or in part from funds held in the State Treasury. “State Agency” does not
include local governments or other political subdivisions of the State of Oregon.
“State Chief Procurement Official” means the primary individual designated and authorized by law or
administrative rule to administer the authority of the state government for procurement of goods and services.
“Traveler” means the person authorized by a Participant to use discounted fares under this Discount Agreement.
“UCC” means the Uniform Commercial Code, ORS chapters 71 and 72 as amended from time to time.
“WSCA/NASPO” means the WSCA/NASPO Cooperative Purchasing Organization, a cooperative group
contracting consortium for State government departments, institutions, agencies and political subdivisions (e.g.,
colleges, school districts, counties, cities, etc.) for the 50 states, the District of Columbia and the organized US
territories.
2.0 AGREEMENT TO PROVIDE SERVICES: During the term of the Discount Agreement, Contractor
agrees to provide the Services of the kind and quantity requested, at the time and place requested by a
Participant, at the prices in Exhibit E on the terms and conditions set forth in this Discount Agreement.
3.0 TERM OF THE DISCOUNT AGREEMENT; ROLES OF PARTICIPANTS; EXTENSION TERM
PRICE ADJUSTMENTS.
3.1 TERM OF THE DISCOUNT AGREEMENT
3.1.1 The initial term of this Discount Agreement shall be two (2) years, beginning on the Effective Date and
ending on the expiration date unless terminated sooner in accordance with the termination provisions of this
Discount Agreement. Upon concurrence of the parties, this Discount Agreement may be extended for
additional extension terms ("Extension Terms"). Provided, however, that the maximum duration of this
Discount Agreement, including all Extension Terms, shall be five (5) years. This Discount Agreement may
be extended only by further written agreement signed by State and Contractor.
Contractor will use commercially reasonable efforts to provide the Ticket Designator(s) and Tour Code
to DAS Procurement Services not later than 15 days after this Discount Agreement has been signed by
both Parties. This Discount Agreement will continue in effect for ticketing and travel as shown on
Exhibit B.
3.1.2 DAS Procurement Services shall notify Contractor in writing if the State intends to extend the Discount
Agreement (“Renewal Notice”) at least thirty (30) days prior to the expiration of the then current term. If
Contractor consents to the extension, it shall sign and return the Renewal Notice to DAS Procurement
Services within the time period specified therein. If the Contractor does not consent, the Discount Agreement
shall expire according to its terms, unless earlier terminated.
3.1.3 Notwithstanding the foregoing, the State reserves the right in its sole discretion to extend the Discount
Agreement for a maximum of one (1) calendar month beyond any term. DAS Procurement Services shall
notify Contractor in writing of the one-month extension prior to the expiration of the then current term.
Consecutive one-month extensions under this Section are not allowed.
3.2 ROLE OF PARTICIPANTS.
3.2.1 This Discount Agreement is the primary agreement relating to the WSCA/NASPO cooperative procurement
for discounted air fares... The State of Oregon is the signatory on this Discount Agreement because it issued the
solicitation and awarded the Discount Agreement, and is the Lead State for the Agreement.
3.2.2 This Discount Agreement may be used by Participants. WSCA/NASPO discount agreements, including this
Discount Agreement, may be used by non-member states with authorization from the WSCA/NASPO directors and
subject to approval of the individual State Chief Procurement Official and local statutory provisions. Use of specific
WSCA/NASPO cooperative contracts by state agencies, political subdivisions and other entities (including
cooperatives) authorized by individual states’ statutes to use state contracts is subject to the approval of the respective
State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority
of the respective State Chief Procurement Official regardless of whether or not the entity’s purchasing authority is
otherwise subject to the control or authority of the Participating State.
3.2.3 Participating States and other non-Oregon Participants will indicate their intent to participate in this
Master Discount Agreement by executing a Participating Addendum with the Contractor or by using any
other method provided by WSCA/NASPO procedures. The Participating Addendum clarifies the operation
of this Discount Agreement for the Participating State and its Political Subdivisions (such as ordering
procedures specific to that Participant) and may provide for laws specific to a state and other additional or
modified terms and conditions. An individual Participating Addendum has no effect whatsoever on any
other Participating Addendum or the scope of this Discount Agreement. Participating States may choose all
or some of the contractors for multiple Discount Agreements under a Participating Addendum. One signed
and one electronic copy of each Participating Addendum must be filed with the WSCA/NASPO Contract
Administrator within five (5) days after execution. Exhibit H to this Discount Agreement is a sample
Participating Addendum.
3.2.4 Each Participating Addendum may apply only to the purchases of the procuring agencies within the
jurisdiction of the Participating Entity signing the Participating Addendum. The terms and conditions contained
in any Participating Addendum take precedence over this Discount Agreement as they relate to those purchases.
No terms or conditions of any Participating Addendum will take precedence over the terms and conditions of
any other Participating Addendum or over this Discount Agreement except as they relate to those purchases.
3.2.5 Participating State obligations under this Agreement are limited to those Participating States who have
signed (and not revoked) a Participating Addendum. Contractor acknowledges and agrees that the State shall
bear no liability on contracts entered into for purchases by non-State Participants, which liability the State
expressly disclaims. With regard to non-State Participants, Contractor agrees to look solely to the respective
contracting Participant for any rights and remedies Contractor may have at law or in equity arising out of the sale
and purchase of Contractor’s Services and related Goods and the resulting contractual relationship, if any, with
each such contracting party.
3.3 EXTENSION TERM PRICE ADJUSTMENTS: This Discount Agreement is enforceable and Exhibit E
prices are firm for the initial term of the Discount Agreement. At the time of Discount Agreement renewal, the
Contractor may seek a discount adjustment for an Extension Term by submitting a written request to DAS
Procurement Services, including all appropriate documentation to substantiate the proposed discount rate
adjustment, within the period specified in the Renewal Notice. If approved, the adjusted discount rate shall be
firm for the duration of the Extension Term. Provided, however, no more than one discount adjustment shall be
allowed during any twelve-month period regardless of the number of Extension Terms entered into during that
time.
4.0 PRICING; BILLING OPTIONS, INVOICING AND PAYMENT:
The discounts for the Services are listed in Exhibit E. Billing options, and invoicing and payment terms and
conditions are set forth in Exhibit B. The Exhibit E discounts are exclusive of local and state sales and federal
excise taxes, airport concession fees, city surcharges or city differential fees applicable in certain cities, and do
not include refueling charges, legislative or mandated taxes, bond issues imposed by government bodies or any
additional optional charges that a Traveler may purchase. Where a Participant is not exempt from taxes on sales
within the Participant’s state, the Contractor shall add the sales taxes onto the billing invoice as a separate entry.
Contractor agrees to look only to the purchasing Participant for payment of account charges.
5.0 CONTRACTORS REPRESENTATIONS AND WARRANTIES:
5.1: The warranties set forth in this Section and in the UCC, which is incorporated into this Discount Agreement
by reference, are in addition to, and not in lieu of, any other warranties provided in the Discount Agreement. All
warranties provided are cumulative, and shall be interpreted expansively so as to afford the Participants and the
State with the broadest warranty protection available.
5.2: The Contractor represents and warrants as follows:
5.2.1 Contractor has the power and authority to enter into and perform the Discount Agreement and all
Contracts formed under this Discount Agreement. The Discount Agreement and each Contract, when
executed and delivered, shall be valid and binding obligations of the Contractor enforceable in
accordance with their terms.
5.2.2 Contractor shall provide Services that meet or exceed the specifications set forth in Exhibit A.
5.2.3 Contractor shall perform all Services in accordance with the highest applicable professional or
industry standards.
6.0 TERMINATION OF THE DISCOUNT AGREEMENT: The Parties may terminate this Discount
Agreement as follows:
6.1 The Discount Agreement may be terminated at anytime by mutual written agreement of the Parties.
6.2 The Discount Agreement may be terminated by the State at its sole discretion, for its convenience, upon
thirty (30) days written notice to the Contractor.
6.3 The State may, at its sole discretion, terminate the Discount Agreement upon thirty (30) days written notice
to Contractor for the reasons set forth in ORS 279B.140.
6.4 The State may terminate the Discount Agreement if Contractor is in default of this Discount Agreement or of
any Contract issued under this Discount Agreement.
6.5 The Contractor has no unilateral right to terminate the Discount Agreement prior to the expiration or
termination of the term of the Discount Agreement.
7.0 DEFAULT:
7.1 Contractor shall be in default of this Discount Agreement under the following circumstances:
7.1.1 Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes
an assignment for the benefit of creditors, or ceases doing business on a regular basis; or
7.1.2 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations
under this Discount Agreement and Contractor has not obtained such license or certificate within ten (10)
business days after delivery of a notice of that default by the State or such longer period as the State may specify
in such notice; or
7.1.3 Contractor commits any material breach or default of any covenant, warranty, obligation or certification
under this Discount Agreement and such breach, default or failure is not cured within ten (10) business days
after delivery of a notice of default by the State or such longer period as the State may specify in such notice.
7.2 The State is in default of this Discount Agreement if the State commits any material breach or default of any
covenant, warranty, obligation or certification under this Discount Agreement and such breach, default or failure
is not cured within thirty (30) business days after Contractor’s delivery of a notice of default to the State or such
longer period as the Contractor may specify in such notice.
8.0 REMEDIES
8.1 If Contractor is in default under Section 7, the State is entitled to the following remedies:
8.1.1 Recovery of any and all damages suffered as the result of Contractor's default, including but not limited to
direct, indirect, incidental and consequential damages, damages as provided in ORS 72.7110 to 72.7170, and
damages provided by any other applicable Oregon law.
8.1.2 Termination of this Contract under Section 6. 3.
8.1.3 Initiation of an action or proceeding for specific performance or declaratory, injunctive or equitable relief;
8.1.4 Exercise of its right of setoff, and withholding of monies otherwise due and owing.
8.2 These remedies are cumulative to the extent the remedies are not inconsistent, and the State may pursue any
remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any
reason that Contractor was not in default under Section 7, the rights and obligations of the parties shall be the
same as if this contact was terminated pursuant to Section 6.2.
9.0 RESERVED
10.0 ACCESS TO RECORDS AND AUDIT RIGHTS
10.1 Contractor shall maintain, retain, and keep accessible all records relevant to the Discount Agreement and
Contracts formed under this Discount Agreement (the "Records") for a minimum of six (6) years, or such longer
period as may be required by applicable law following expiration or termination of the Discount Agreement, or
until the conclusion of any audit, controversy or litigation arising out of or related to the Discount Agreement,
whichever date is later (“Record Retention Period”). Contractor shall keep financial Records in accordance with
generally accepted accounting principles. During the Record Retention Period established in this Section 10, the
Contractor shall permit the State, its duly authorized representatives, and the federal government access to the
Records at reasonable times and places for purposes of examination and copying.
10.2 During the term of the Discount Agreement and the Record Retention Period, the State, at its own expense
(except as provided herein) has the right to audit Contractor’s Records and other pertinent data, to determine and
verify the figures reported in any Volume Sales Reports furnished by Contractor. Such audits shall take place
during regular business hours, at Contractor’s premises, and upon reasonable notice, and shall be conducted by
an authorized representative of the State.
11.0 SALES TO PARTICIPANTS
11.1 Contractor agrees to sell from this Discount Agreement to State, State Agencies, and ORCPP members, and,
under a Participating Addendum, to Participating States and political subdivisions of Participating States properly
authorized by a Participating State to purchase under this Discount Agreement. .
11.2 Contractor shall verify the authority of a Participant to make purchases under this Discount Agreement. If
Contractor is found to have entered into two (2) or more Contracts under this Discount Agreement with an entity
other than a Participant, Contractor shall be in material breach of the Discount Agreement.
11.3 The identity of ORCPP Participants can be verified on the DAS Procurement Services website at
http://procurement.oregon.gov or at Procurement Centers located throughout Oregon. (Call (503) 378-4649 for
information or to view list of centers identified on DAS Procurement Services Web page.) The identity of other
Participating States’ cooperative purchasing members shall be listed in the applicable Participating Addendum.
12.0 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:
The State’s agreement to maintain this Discount Agreement in effect is conditioned on Contractor's compliance
with the obligations of contractors contemplated under ORS 279B.220, 279B.230 and 279B.235, which are
incorporated by reference herein.
In addition, Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and
ordinances applicable to the Discount Agreement and any resulting Contract, all of which are incorporated herein by
reference to the extent applicable. If the Contractor is found to be out of compliance with these requirements at any
time during the life of this Agreement, the Contractor agrees to take appropriate steps to correct these deficiencies.
Contractor shall, to the maximum extent economically feasible in the performance of this Discount Agreement, use
recycled paper as defined in ORS 279A.010(1)(gg), recycled PETE products as defined in ORS 279A.010(1)(hh), and
other recycled plastic resin products and recycled products as “recycled product” is defined in ORS 279A.010(1)(ii).
13.0 CONFLICT BETWEEN DISCOUNT AGREEMENT AND STATE AND FEDERAL LAW: Federal
law applicable to the Discount Agreement or Contracts, or both, takes precedence over any conflicting State law.
Notwithstanding the foregoing order of precedence, if the conflict is between minimum standards for quality,
safety or similar attributes of the Services, the higher standards shall apply.
14.0 FOREIGN CONTRACTOR: If Contractor is not domiciled in or registered to do business in the State of
Oregon, Contractor shall promptly provide to the Oregon Department of Revenue all information required by
that Department relative to this Discount Agreement. Oregon Participants shall be entitled to withhold final
payment under any Contract formed under this Discount Agreement until Contractor has met this requirement.
15.0 TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence for Contractor's performance
of its obligations under this Discount Agreement and any Contract formed under this Discount Agreement.
16.0 RESERVED
17.0 INSURANCE: Contractor shall obtain prior to the Effective Date of the Discount Agreement, and
maintain during the term of the Discount Agreement, the insurance required as provided in Exhibit G. With
regard to workers' compensation insurance, all employers, including Contractor, that employ subject workers
who work under the Discount Agreement in the State of Oregon shall comply with ORS 656.017 and provide the
required workers' compensation coverage, unless such employers are exempt under ORS 656.126(2). Contractor
shall require and ensure that each of its subcontractors, if any, complies with these requirements, or any
requirements applicable to any Participating State.
18.0 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: Contractor understands and agrees that a
Participant’s payment of amounts under this Contract is contingent on the Participant receiving funding,
appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Participant, in
the exercise of its reasonable administrative discretion, to make payments under this Discount Agreement and
under any Contract formed under this Discount Agreement.
19.0 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND
WITHHOLDING:
19.1 Contractor shall perform all Services as an independent Contractor. Although the State and Participants
reserve the right (i) to determine (and modify) the delivery schedule for the Services to be delivered and the
Services to be performed and (ii) to evaluate the quality of the completed performance, neither the State nor any
Participant can control or will control the means or manner of Contractor's performance. Contractor is
responsible for determining the appropriate means and manner of performing any Services required by this
Discount Agreement and any Contract formed under this Discount Agreement.
19.2 If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by
signature to this Discount Agreement declares and certifies that: Contractor’s Work to be performed under this
Discount Agreement creates no potential or actual conflict of interest as defined by ORS chapter 244, and that no
State or federal rules or regulations would prohibit Contractor’s performance under this Discount Agreement.
Contractor also declares and certifies that Contractor is not an "officer," "employee," or "agent" of the State, or
of any Participant, as the terms “officer,” “employee,” or “agent” are used in ORS 30.265.
19.3 Contractor shall be responsible for all federal and state taxes applicable to compensation or payments paid
to Contractor under this Discount Agreement and, unless Contractor is subject to backup withholding, neither the
State nor any Participant will withhold from such compensation or payments any amounts to cover Contractor's
federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or
workers’ compensation benefits from compensation or payments paid to Contractor under this Discount
Agreement, except as a self-employed individual.
20.0 INDEMNIFICATION:
20.1 CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE,
WSCA/NASPO, PARTICIPANTS AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM AND
AGAINST ALL CLAIMS, SUITS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES,
AWARDS AND COSTS OF EVERY KIND AND DESCRIPTION (INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES AT TRIAL, ON APPEAL AND IN CONNECTION WITH ANY
PETITION FOR REVIEW) (COLLECTIVELY, "CLAIM") WHICH MAY BE BROUGHT OR MADE
AGAINST THE STATE, WSCA/NASPO, PARTICIPANTS OR THEIR OFFICERS, EMPLOYEES OR
AGENTSTHAT ARISE OUT OF OR ARE RELATED TO: (I) ANY PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE CAUSED BY ANY ALLEGED ACT, OMISSION, ERROR, FAULT, MISTAKE OR
NEGLIGENCE OF CONTRACTOR, ITS OFFICERS, EMPLOYEES OR AGENTS, RELATED TO THIS
DISCOUNT AGREEMENT; (II) ANY ACT OR OMISSION BY CONTRACTOR THAT CONSTITUTES A
MATERIAL BREACH OF THIS DISCOUNT AGREEMENT OR ANY CONTRACT FORMED UNDER
THIS DISCOUNT AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF
WARRANTY; OR (III) THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR
OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY BY DELIVERY OR USE OF THE SERVICES.
THE STATE AND EACH PARTICIPANT SHALL PROMPTLY NOTIFY CONTRACTOR IN WRITING OF
ANY CLAIM OF WHICH THE STATE OR PARTICIPANT BECOMES AWARE. CONTRACTOR'S
OBLIGATION UNDER THIS SECTION SHALL NOT EXTEND TO ANY CLAIM PRIMARILY CAUSED
BY THE NEGLIGENT OR WILLFUL MISCONDUCT OF THE STATE, WSCA/NASPO, PARTICIPANTS
OR THEIR OFFICERS, EMPLOYEES OR AGENTS.
20.2 IT IS PROVIDED, HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE WRITTEN
AUTHORIZATION TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR
REPRESENT THE INTERESTS OF, THE STATE OR ITS OFFICERS, EMPLOYEES OR AGENTS PRIOR
TO SUCH ACTION OR REPRESENTATION. FURTHER, THE STATE, ACTING BY AND THROUGH ITS
DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING THAT OF ITS
OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN THE STATE, IN ITS SOLE
DISCRETION, DETERMINES THAT: (I) PROPOSED COUNSEL IS PROHIBITED FROM THE
PARTICULAR REPRESENTATION CONTEMPLATED; (II) COUNSEL IS NOT ADEQUATELY
DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS, EMPLOYEES
OR AGENTS; (III) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; OR (IV) THE BEST
INTERESTS OF THE STATE ARE SERVED THEREBY. CONTRACTOR’S OBLIGATION TO PAY FOR
ALL COSTS AND EXPENSES SHALL INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING
ITS OWN DEFENSE AND THAT OF ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER (I) AND (II)
ABOVE.
20.3 ATTORNEYS' FEES: With the exception of defense costs and expenses under Section 20.2, neither
party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses
associated with pursuing a remedy for damages arising out of or relating to the Discount Agreement.
21.0 NOTICES: All notices required under the Discount Agreement shall be in writing and addressed to the
Party's authorized representative. DAS Procurement Services Contract Contact Person is named in the State
signature block of this Discount Agreement. The DAS Procurement Services Contract Contact Person is the
WSCA/NASPO Contract Administrator for purposes of this Discount Agreement. For non-Oregon Participants,
each Participant shall identify its authorized representative in the Participating Addendum. Contractor shall
identify its authorized representative to the State prior to the Effective Date. Mailed notices shall be deemed
received five (5) days after post marked, when deposited, properly addressed and prepaid, into the U.S. postal
service. Faxed notices shall be deemed received upon electronic confirmation of successful transmission to the
designated fax number. Personal delivery shall be effective upon delivery. Either Party may change its
authorized representative or address by written notice to the other in accordance with the terms of this Section
21.
22.0 GOVERNING LAW, VENUE AND CONSENT TO JURISDICTION:
22.1 The Discount Agreement shall be governed by, and construed and enforced in accordance with, the laws of
the State of Oregon, without regard to principles of conflicts of laws. To the extent not modified by the terms of
this Discount Agreement, the UCC shall govern this transaction.
22.2 Any claim, action, suit or proceeding (collectively, "Claim") between the State and Contractor that arises
from or relates to this Discount Agreement or any Contract formed under this Discount Agreement shall be
brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of
Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by
law it shall be brought and conducted solely and exclusively within the United States District Court for the
District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF
SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY
CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as a
waiver of the State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to
the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.
23.0 SURVIVAL: Any terms of this Discount Agreement which by their context or nature are intended to
survive termination or expiration, including but not limited to warranty, indemnification, access to records,
governing law, venue, and consent to jurisdiction, termination and remedies provisions, shall survive the
termination or expiration of this Discount Agreement.
24.0 SEVERABILITY: If any provision of the Discount Agreement is declared by a court of competent
jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions shall not be
affected, and the rights and obligations of the parties shall be construed and enforced as if the Discount
Agreement did not contain the particular provision held to be invalid.
25.0 ASSIGNMENT/SUBCONTRACT/SUCCESSORS:
25.1 Contractor shall not assign, sell or transfer any of its rights, or delegate or subcontract obligations under the
Discount Agreement, whether by merger, consolidation, dissolution, operation of law or any other manner,
without the prior written approval of the State. Any purported assignment of rights or delegation or
subcontracting of obligations in violation of this provision is void.
25.2 Further, no such written approval shall relieve Contractor of any obligations under the Discount Agreement,
and any assignee, transferee delegate or subcontractor shall be considered the agent of Contractor.
25.3 The provisions of the Discount Agreement shall be binding upon, and shall inure to the benefit the parties to
the Discount Agreement and their respective successors and permitted assigns.
26.0 MERGER CLAUSE; AMENDMENT; WAIVER: This Discount Agreement constitutes the entire
agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or
representations, oral or written, not specified herein regarding the Discount Agreement. No waiver, consent, or
amendment of terms of the Discount Agreement shall bind either party unless in writing and signed by both
parties, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the
specific instance and for the specific purpose given. The failure of the State to enforce any provision of the
Discount Agreement shall not constitute a waiver by the Participant of that or any other provision.
27.0 NO THIRD PARTY BENEFICIARIES: The State, Participating States, Participants and Contractor are
the only parties to this Discount Agreement and are the only parties entitled to enforce the terms of this Discount
Agreement. Nothing in this Discount Agreement gives, is intended to give, or shall be construed to give or
provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or
otherwise, to third persons unless such third persons are individually identified by name in this Discount
Agreement and expressly described as intended beneficiaries of the terms of this Discount Agreement.
28.0 AMENDMENTS. The State has determined that during the term of this Discount Agreement, the parties may
need to modify selected terms, conditions, prices and types of work under circumstances related to the following
illustrative, although not exhaustive categories of anticipated amendments: (a) amendments required as result of
necessary changes in the State’s business process that may restructure DAS Procurement Services; (b) amendments to
extend the term of the Discount Agreement in accordance with Section 3 and amendments to extend the term of a
Contract formed under this Discount Agreement; (c) amendments to change pricing, but only in accordance with
Section 3; and (d) amendments to the Exhibit A Scope of Services under this Discount Agreement. All amendments
must be in writing and signed by all approving parties before becoming effective. Only DAS Procurement Services has
the final authority to execute changes, notices or amendments to this Discount Agreement under OAR 125-246-0560.
29. OREGON FALSE CLAIMS ACT. Contractor acknowledges that the Oregon False Claims Act, ORS
180.750 to 180.785, applies to any action or conduct by Contractor pertaining to this Discount Agreement that
constitutes a “claim” (as defined by ORS 180.750(1)). By its execution of this Discount Agreement, Contractor
certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may
make, or causes to be made that pertains to this Discount Agreement. In addition to other liabilities that may be
applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a
prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and
penalties provided by the Oregon False Claims Act against Contractor.
29.1.1 Without limiting the generality of the foregoing, Contractor represents and warrants that:
(a) Contractor’s representations, certifications, and other undertakings in this Discount Agreement are
not False Claims Act Violations; and
(b) None of Contractor’s performance under this Discount Agreement, including but not limited to any
invoices, reports, or other deliverables in connection with its performance of this Discount
Agreement, will constitute False Claims Act Violations.
29.2 For purposes of this Section 29, a “False Claims Act Violation” means a false claim as defined by ORS
180.750(2) or anything prohibited by ORS 180.755.
29.3 Contractor must immediately report in writing, to the State’s Contract Administrator for this Discount
Price Agreement, any credible evidence that a principal, employee, agent, subcontractor, subgrantee, or other
person has made a false claim or committed a prohibited act under the Oregon False Claims Act, or has
committed a criminal or civil violation of laws pertaining to fraud, bribery, gratuity, conflict of interest, or
similar misconduct in connection with this Discount Agreement or any moneys paid under this Discount
Agreement.
29.4 Contractor understands and agrees that any remedy that may be available under the Oregon False Claims
Act shall be in addition to any other remedy available to the State of Oregon or and Participant under any other
provision of law or this Discount Agreement.
CERTIFICATION OF COMPLIANCE WITH TAX LAWS
By my signature on this Discount Agreement, I hereby attest or affirm under penalty of perjury: That I
am authorized to act on behalf of the Contractor in this matter, that I have authority and knowledge
regarding the payment of taxes, and that Contractor is, to the best of my knowledge, not in violation of
any Oregon Tax Laws. For purposes of this certification, "Oregon Tax Laws" means a state tax
imposed by ORS 320.005 to 320.150 and 403.200 to 403.250, ORS Chapters 118, 314, 316, 317, 318,
321 and 323; the elderly rental assistance program under ORS 310.630 to 310.706; and any local tax
laws administered by the Oregon Department of Revenue under ORS 305.620.
CERTIFICATION OF COMPLIANCE WITH NON-DISCRIMINATION LAWS
By my signature on this Discount Agreement, I hereby attest or affirm under penalty of perjury that I
am authorized to act on behalf of Contractor in this matter and that, to the best of my knowledge, the
Contractor has not discriminated against minority, women or emerging small business enterprises in
obtaining any required subcontracts, and the Contractor is not in violation of any discrimination laws.
SIGNATURE OF CONTRACTOR'S DULY AUTHORIZED REPRESENTATIVE
THIS DISCOUNT AGREEMENT MUST BE SIGNED IN INK BY AN AUTHORIZED
REPRESENTATIVE OF THE CONTRACTOR; ANY ALTERATIONS OR ERASURES TO THE
OFFER MUST BE INITIALED IN INK BY THE UNDERSIGNED AUTHORIZED
REPRESENTATIVE.
The undersigned acknowledges, attests and certifies individually and on behalf of the Contractor that:
(1) He/she is a duly authorized representative of the Contractor, has been authorized by the Contractor
to make all representations, attestations, and certifications contained in this Discount Agreement
and to execute this Discount Agreement on behalf of Contractor;
(2) The Contractor is bound by and will comply with all requirements, specifications, and terms and
conditions contained in this Discount Agreement (including all listed attachments and Addenda);
(3) The Contractor will furnish the designated Services in accordance with the Discount Agreement
specifications and requirements, and will comply in all respects with the terms of each resulting
Contract upon award; and
Contractor’s Name: __________________________________________________________
Authorized Signature:___________________________________________________
Title:_________________________________________________________________
FEIN ID# (required) _________________________________________
Contact Person (Type or Print): __________________________________________
Telephone Number: (______) ______________________
Fax Number: (_______) ___________________________
STATE SIGNATURE (to be completed by the State of Oregon)
The State of Oregon, acting by and through DAS Procurement Services hereby accepts the Contractor’s
offer and awards a Discount Agreement to the above Contractor for the item(s) or service(s) or both
contained in this Discount Agreement.
Authorized Signature: _________________________________________________
Date: _____________________________
Term of Discount Agreement: _____________________________
Discount Agreement No.: ___________________________
DAS Procurement Services Contract Contact Person
and WSCA/NASPO Contract Administrator (Type or Print):
_______________________________
Telephone Number: (______) __________________
Fax Number: (______)___________________
EXHIBIT A
SCOPE OF SERVICES
1. CONTRACTOR REQUIREMENTS
1.1 Contractor shall provide all contracted Services to all Participants in the same manner as to Oregon state
agencies. Any reference to "State" shall also apply to Participants, PROVIDED, HOWEVER, that each
Participant shall be exclusively responsible for compensating Contractor for the Services ordered by the
Participant (See Section 3.2.5 of this Discount Agreement).
1.2 PUBLISHED TARIFF: The Contractor shall enter all Discounted Airfares into its published tariffs within
thirty (30) business days after DAS Procurement Services issues a Notice to Proceed.
1.3 BOUND/IN-CUSTODY PASSENGERS: Certain Participants may require transporting bound or incustody passengers (prisoners, runaway children, etc). It is understood by the State and Participants that
Contractors may have different policies regarding the transportation of bound or in-custody passengers.
1.4 PRICE APPLICABILITY: All Discounted Airfare(s) awarded herein shall be available on all tickets
purchased by State agencies and Participants during the initial twelve-month Discount Agreement period The
State requires that all tickets purchased within the Discount Agreement period allow a minimum availability of
dates for travel at least 30 days (90 days preferred) after the expiration of the term of the Discount Agreement.
Discount Agreement fares established by this Discount Agreement must be made available for the booking of
travel, by the State, Participants, and by the Contracted Travel Agencies, that will occur after the expiration this
Discount Agreement.
1.5 APPLICABILITY OF FARES: The State and Participants may use the Discounted Airfares in
conjunction with any other published or contracted airline fares. The Contractor shall provide through-ticketing
and service, except where prohibited by applicable statute, regulation, or interline carrier agreements.
Fares offered must include standard fuel charges, any standard baggage allowance offered by the Contractor, all
other applicable taxes, and all fees, commissions, or charges. Contractor’s pricing shall NOT include Passenger
Facility Charges (PFC's), Segment Fees or Security Fees. (The fare charged must be the same as the base fare
listed on the Traveler's passenger receipt). Contractor may assess a fuel surcharge per its normal published fuel
surcharge rates assessed to the general public.
1.6 SERVICE CHANGES: If the Contractor temporarily ceases all operations or is placed in temporary
nonuse status by the U.S. Department of Defense, the State and Participants may use the services of other
carriers for the duration the period of temporary nonuse/suspension. Should the Contractor resume operations,
the use of services will resume in accordance with the terms of the Discount Agreement. If the Contractor does
not resume operations within sixty (60) days from the temporary cease of all operations or from placement of
temporary nonuse, the State has the option of awarding replacement discount agreements to Proposer’s with the
next highest total points.
1.7 AIRFARE ARRANGEMENTS: Discounted Airfares shall be issued only by the Contracted Travel
Agency or agencies. DAS Procurement Services shall provide a list of Contracted Travel Agencies and their
Airline Reporting Corporation (ARC) numbers who are authorized to issue Discounted Airfare tickets upon
award of Discount Agreement. DAS Procurement Services reserves the right to amend this list with additions or
deletions as needed. Contractor shall not charge any booking, processing or segment fees in relation to
Discounted Airfare tickets sold and issued by Contracted Travel Agency or agencies.
1.8 AIRFARE PAYMENT: DAS Procurement Services and other Participants have contracted on behalf of
the State and Participants for travel related charge services which include airfares. The Contracted Travel
Agency (or agencies), under contract with the State of Oregon and Participants, charges the fare to the State's or
Participant's respective billing number. The forms of payment for this Discount Agreement are MasterCard,
Visa and American Express credit cards for State agencies and Participants. The State reserves the right to
allow a check form of payment through the State of Oregon or Participant Contracted Travel Agency whenever
a credit card becomes unavailable. At the discretion of any State or Participant Contracted Travel Agency, the
Contracted Travel Agency may accept a check as the form of payment from the Participating Entity and process
the ticket through ARC. Under no circumstances shall checks be written directly to the Contractor.
1.9 GROUP TRAVEL: Contractor reserves the right to approve or reject group travel (10 or more
travelers) from utilizing the Contract Airline Fares under this Discount Agreement.
1.10 PRICE DISCRIMINATION: Contracted prices must be applicable for all available seats on a given
flight in the coach class section for all coach fare classes. Contractor shall not discriminate against any State or
Authorized Participant Travelers in favor of higher fare tickets paid by other travelers on any given seat or
block(s) of seats.
1.11 RESERVATION AND TICKET SALES: The Contractor shall have contract airline fares entered into its
electronic reservation system and any other electronic reservation system in which it participates within thirty
(30) days from written notification of Discount Agreement award.
Reservations and tickets shall be available to the State and Participants through all of the following sources:
direct from the Contractor; through all member airlines of the Airline Reporting Corporation (ARC) or the
International Airlines Travel Agent Network (IATAN)(where allowed by interline agreements); the State's
Contracted Travel Agency; on-line booking and reservation systems; and all other travel agencies approved by
the airline and the ARC or IATAN. Reservations for State and Participant Travelers shall be confirmed on the
same basis that reservations are confirmed for other travelers.
1.12 LICENSING REQUIREMENTS: Contractor shall secure, maintain and pay for any federal, state
and local licenses required to provide the Services referenced in this Discount Agreement.
1.13 INVESTIGATIVE ASSISTANCE: The Contractor shall assist any investigative unit of any
Participant concerning alleged wrongdoing or suspected fraud or abuse by any Travelers or those entities
doing business with the Contractor. Reciprocal assistance from the Participant with regard to investigations
shall be provided to the Contractor.
1.14 CODE SHARING: Contractor must indicate both: (i) all flight number series or sequences (and the
carriers) where code sharing will be allowed; (ii) and all flight number series or sequences where code sharing
will be prohibited; in any resulting contract. With any DAS Procurement Services approved code sharing, it
shall be the Contractor’s responsibility to seek compensation from its code share partner for tickets booked
using the partner’s equipment. The Contractor shall not seek reimbursement from or make any charge back
against, either the State's travel management provider(s), the State, or any Participant.
1.15 MANDATORY FARE REQUIREMENTS: Contractor fares shall meet all of these mandatory
requirements.
1.15.1. The Discounted Airfare(s) offered shall be available on all non-stop, direct and connecting flights.
1.15.2. There shall be no more than three (3) connections or stops on flights to or from cities outside North
America.
1.15.3. The maximum layover during any connection or stop shall not exceed two (2) hours in North America
or four (4) hours outside North America.
1.15.4. Fares shall be from the inventory of all Coach class fares.
1.15.5. No ground transportation segments shall be allowed. All segments (cities) shall have scheduled air
service offered by the Contractor or by a partner airline of Contractor.
1.15.6. The Contractor may place no routing restrictions on published connections. Discounted Airfares shall
be available on all normal routings and through all hubs of the Contractor’s published availability.
1.15.7. All fares shall be published on the Global Distribution System (GDS) through systems such as Galileo,
Worldspan, Sabre or equivalent systems that are available to travel agencies.
1.15.8. Discounted Airfares must be treated the same as published fares for any re-accommodations.
1.16 ADDITIONAL REQUIREMENTS: Comprised from RFP Desirables. To be completed prior to
award of contract.
EXHIBIT B
INVOICING AND PAYMENT OF ACCOUNT CHARGES
1. PAYMENTS: All payments under this Discount Agreement are subject to the provisions in this Exhibit
B. Participant’s payment is due at the time of ticketing.
2. METHODS OF PAYMENT: As payment for Services provided to State, State Agencies, ORCPP
members and Participants authorized by the DAS Procurement Services Contract Contact Person, Contractor
shall accept credit card payments
2.1.1 STATE AUTHORIZED CORPORATE CARD PROGRAM: Contractor shall accept the
Participant-sponsored travel charge card for payment for Services. Frequent Travelers identified as such by
their agency director may be issued a Participant-sponsored travel charge card for business travel expenses.
2.1.2 MAJOR CREDIT CARDS: Contractor shall accept the five major credit cards, Visa, MasterCard,
Discover, American Express and Diners’ Club. Contractor shall not assess any additional fees or charges to
Travelers or Participants when accepting these cards for payment. Contractor shall only post charges on the
cards at the time of ticketing.
2.2. RESOLUTION OF DISPUTES: The Contractor shall provide resolutions of disputed amounts and
shall make appropriate adjustments to Participants’ accounts. The Contractor shall provide the Participant
Contract Administrator with a copy of all Contractor correspondence relating to disputed transactions.
EXHIBIT C - RESERVED
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
1. AIR FARE DISOUNT: Pursuant to the terms of this Discount Agreement, Contractor must permit
Participants to purchase tickets for air transportation as indicated in Exhibit B attached hereto, for Participant
Travelers. The fare reductions indicated on Exhibit B will be applied at time-of-ticketing only to published
fares for the ticket and itinerary actually purchased.
2. AGENCY OF RECORD (“AOR”): DAS Procurement Services will provide Contractor with a
complete listing of the travel agencies authorized to issue tickets on behalf of Participants. The list must
include the following information: agency name, ARC/IATA number(s), associated pseudo city code(s), and
GDS (“Global Distribution System”). In the event of changes, DAS Procurement Services will advise
Contractor and resubmit updated fare filing information to Contractor.
3. TICKET AND RESERVATION REQUIREMENTS: To be eligible for the Discount: (i) the specific
Published Fare Basis and Ticket Designator applicable to the Discount must appear in the fare basis/ticket
designator box, and the Tour Code must appear in the tour code box, of each ticket subject to the Discount
(Ticket Designator(s) and Tour Code will be assigned by Contractor), (ii) tickets must be validated on
Contractor ticket stock, (iii) open tickets (i.e., No specific flight for a specific travel date is booked or
indicated on the ticket.) are not eligible for the Discount, (iv) tickets issued pursuant to point-to-point fares
are only eligible for the Discount applicable to the point-to-point Markets, (v) Negotiated group and meeting
rates are not combinable with the Discount and (vi) except as provided above, all ticketing will be performed
in accordance with ARC/IATA standards, as modified by Contractor. Tickets that do not comply with the
ticketing requirements provided in this section are not eligible for the Discount and will result in the issuance
of debit memos to the ticketing travel agency for the difference between the actual fare and the discounted
fare if the Discount is applied to the ticket.
4. COMMISSIONS: No commission of any kind will be paid hereunder, including any travel agency
time-of-ticketing (base) commission or back-end (override/incentive) commission.
5. FARE RULES: Discounted fares are subject to all rules, terms and conditions of the original fare to
which the Discount is applied. Nothing in this Agreement will be construed to permit Contractor or agencies
shown in Exhibit B to disregard any restrictions on eligibility for fares, or to write or issue tickets for a fare
basis when all seats available for such fare basis on the flight selected have been sold. Tickets that do not
comply with this fare rules section are not eligible for the Discount and will result in the issuance of debit
memos to the ticketing travel agency for the difference between the actual fare and the discounted fare if the
Discount is applied to the ticket.
6. CONTRACT OF CARRIAGE: All tickets purchased pursuant to this Discount Agreement will be
issued subject to Contractor’s Contract of Carriage, as applicable.
7. CONFIDENTIALITY: Except as required by the Oregon Public Records Law, ORS 192.410 to
192.505, no party will disclose to a third party, other than the travel agencies shown on Exhibit B, the
contents of this Discount Agreement nor any confidential information received by it from the other party
without the written consent of the other party.
8. CONTRACT FORMATION: A Contract under this Discount Agreement is effective when a
Participant requests one or more published airfares, whether that request is made by telephone or by
facsimile or through electronic communication (e-mail or on-line booking) and when the Contractor
confirms the purchased ticket or tickets to Participant. Each Contract consists of the terms and conditions
shown in the Discount Agreement (including Exhibits) and any applicable Participating Addendum. Each
such Contract is separate between the parties, enforceable in accordance with the terms thereof and
independent of all such other contracts.
9. ORDER OF PRECEDENCE: In the event of any conflict or inconsistencies among Contract
documents, the following order of precedence shall apply:
A. the terms and condition of the Discount Agreement;
B. exhibits to the Discount Agreement;
C. Contractor’s Contract of Carriage
Note: Exhibit G contains terms and conditions published by WSCA/NASPO. In the event of inconsistencies
or contradictions between the WSCA/NASPO terms and conditions and those of the Discount Agreement or
any individual Participating Addendum, the terms and conditions of the Discount Agreement and the
Participating Addendum control over those contained in Exhibit G, regardless of any statement to the
contrary in Exhibit G.
10. AUTHORIZED DISCOUNT AGREEMENT USERS
10.1.1 The Oregon Cooperative Purchasing Program recognizes the following agencies and organizations as
other authorized Discount Agreement users: State of Oregon Agencies, registered members/Authorized
Purchasers of ORCPP.
Contractor, by executing this Discount Agreement, acknowledges and agrees that the State shall be liable only
for purchases made by State Agencies under this Discount Agreement, and that each ORCPP member and
Participant shall be responsible for any purchases it makes under this Discount Agreement. DAS State
Procurement Office expressly disclaims any liability for purchases made under this Discount Agreement by
non-State of Oregon ORCPP members and Participants, whether or not authorized. Further, Contractor
acknowledges and agrees that authorized ORCPP members and Participants shall be entitled to the same
warranties, rights, remedies and benefits as the State has under this Discount Agreement for any purchases
made by such members or Participants under this Discount Agreement.
10.1.2 ORDERING PROCEDURES: State of Oregon Agencies and ORCPP authorized members shall utilize
the State’s travel management contractor to order tickets under this Discount Agreement.
10.1.3 ORCPP: Authorized ORCPP agencies can be verified on-line on the State Procurement Office website
at http://procurement.oregon.gov
Exhibit E
Pricing Sheet
To be inserted at Discount Agreement award.
T
o
u
r
C
o
d
e
Ticke
t
Desig
nator
Market(
s) and
Carrier
Combin
ations
Discou
nt(s)*
1st
Ticketi
ng/1st
Travel
Date
Last
Tick
eting
Date
**
***DAS Procurement Services agrees that carrier combinations are subject to change at any time in
Contractor’s sole discretion upon 30 days written notice to DAS Procurement Services.
Discounted fares are subject to all rules, terms and conditions of the original fare to which the
Discount is applied, unless otherwise indicated above.
Tickets issued or traveled after the above noted dates will result in debit memos issued to the
ticketing travel agency location for the difference between the actual fare and the discounted fare if
the Discount is applied to such ticket.
DEFINITIONS:
Net of Any Agency Compensation: Tickets issued pursuant to a corporate airfare discount agreement
where said agreement provides said discount net of all travel agency time-of-ticketing (base) compensation
and back-end (override/incentive) compensation.
Point-to-point Discount:
Example: If the passenger’s Trip is SYR/BNA connecting at CLE, but the
itinerary is priced based upon the point-to-point fares of SYR/CLE and
CLE/BNA, then the SYR/BNA discount will not apply. The SYR/CLE and
CLE/BNA Discounts (if any) will apply respectively.
LastTra
vel
Date**
EXHIBIT F. AUTHORIZED ARC/IATA* TICKETING LOCATIONS
ARC/IA
TA
Count
ry
USA only
Agen
cy
Name
GD
S
PC
C
Acct
.
Cod
e/
CorpID
Redistribut
ion/
Branch Access Yes/N
* Unless otherwise specified, ARC’s/IATA’s are valid for Travel Validity outlined above.
**Redistribution/Branch Access (Home Office Location “HOL”) is used in instances where an agency prices and/or views a
discount under one Pseudo City Code (PCC) and actually issues the ticket under another PCC (HOL). Typically, when an
agency has multiple PCC’s for the same ARC/IATA location, they will need “Redistribution” (Apollo/Galileo) or for Sabre “Branch
Access” users this is ONLY for the “Home Office Location” PCC.
Exhibit G
WSCA/NASPO Master Agreement Terms and Conditions
1. AGREEMENT ORDER OF PRECEDENCE:
The contract shall consist of the following documents:
1. A Participating Entity’s Participating Addendum (“PA”);
2. WSCA/NASPO Master Agreement Terms and Conditions;
3. The Statement of Work;
4. The Solicitation; and
5. Contractor's response to the Solicitation.
These documents shall be read to be consistent and complementary. Any conflict among these documents
shall be resolved by giving priority to these documents in the order listed above. Contractor terms and
conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead
State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other
terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the
Solicitation, or terms listed or referenced on the Contractor's website, in the Contractor quotation/sales
order or in similar documents subsequently provided by the Contractor.
2. AMENDMENTS The terms of this Master Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written approval of the WSCA/NASPO
Contract Administrator.
3. ASSIGNMENT/SUBCONTRACT Contractor shall not assign, sell, transfer, subcontract or sublet rights, or
delegate responsibilities under this Master Agreement, in whole or in part, without the prior written
approval of the WSCA/NASPO Contract Administrator.
4. CANCELLATION Unless otherwise stated in the special terms and conditions, any master agreement or
other contract entered into as a result of this Request for Proposal may be canceled by either party upon
60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State
may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the special
terms and conditions of this solicitation. Cancellation may be in whole or in part. Any cancellation under
this provision shall not affect the rights and obligations attending orders outstanding at the time of
cancellation, including any right of any Purchasing Entity to indemnification by the Contractor, rights of
payment for goods/services delivered and accepted, and rights attending any warranty or default in
performance in association with any order. Cancellation of the contract due to Contractor default may be
immediate.
5. CONFIDENTIALITY, NON-DISCLOSURE AND INJUNCTIVE RELIEF
5.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of
providing the Services under this Master Agreement, be exposed to or acquire information that is
confidential to Participating Entity or Participating Entity’s clients. Any and all information of any form
that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its
employees or agents in the performance of this Master Agreement, including, but not necessarily limited
to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is
confidential information of Participating Entity (“Confidential Information”). Any reports or other
documents or items (including software) that result from the use of the Confidential Information by
Contractor shall be treated in the same manner as the Confidential Information. Confidential Information
does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly
known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by
this Master Agreement; (c) is rightfully in Contractor’s possession without the obligation of nondisclosure
prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than
Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of
Participating Entity or; (f) is independently developed by employees, agents or subcontractors of
Contractor who can be shown to have had no access to the Confidential Information.
5.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the
industry standard of confidentiality, and must not copy, reproduce, sell, assign, license, market, transfer
or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential
Information for any purposes whatsoever other than the performance of this Master Agreement for the
Participating Entity hereunder, must advise each of its employees and agents of their obligations to keep
Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist
Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential
Information. Without limiting the generality of the foregoing, Contractor shall advise Participating Entity
immediately if Contractor learns or has reason to believe that any person who has had access to
Confidential Information has violated or intends to violate the terms of this Master Agreement and
Contractor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable
relief in the name of Participating Entity or Contractor against any such person. Except as directed by
Participating Entity, Contractor may not at any time during or after the term of this Master Agreement
disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this
Master Agreement and, upon termination of this Master Agreement or at Participating Entity’s request,
Contractor shall turn over to Participating Entity all documents, papers, and other matter in Contractor's
possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep
one copy of such Confidential Information necessary for quality assurance, audits and evidence of the
performance of this Master Agreement.
5.3 Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any
Confidential Information, will cause irreparable injury to Participating Entity that is inadequately
compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against
the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies
that may be available. Contractor acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of Participating Entity and are reasonable
in scope and content.
6. DEBARMENT Contractor certifies that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction
(contract) by any governmental department or agency. If the Contractor cannot certify this statement,
attach a written explanation for review by WSCA/NASPO.
7. DEFAULTS & REMEDIES
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
i. Nonperformance of contractual requirements; or
ii. A material breach of any term or condition of this Master Agreement; or
iii. Any representation or warranty by Contractor in response to the solicitation or in this Master
Agreement proves to be untrue or materially misleading; or
iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or
against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) calendar days after the institution
or occurrence thereof; or
v. Any default specified in another section of this Master Agreement.
b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default,
identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall
have an opportunity to cure the default. The Lead State shall not be required to provide advance written
notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the
Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or
prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s
liability for damages, including liquidated damages to the extent provided for under this Master
Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified
in the written notice of default, Contractor shall be in breach of its obligations under this Master
Agreement and Lead State shall have the right to exercise any or all of the following remedies:
i. Exercise any remedy provided by law; and
ii. Terminate this Master Agreement and any related Contracts or portions thereof; and
iii. Impose liquidated damages as provided in this Master Agreement; and
iv. Suspend Contractor from receiving future bid solicitations; and
v. Suspend Contractor’s performance; and
vi. Withhold payment until the default is remedied.
d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written
notice of default as described in this section and have all of the rights and remedies under this paragraph
regarding its participation in the Master Agreement, in addition to those set forth in its Participating
Addendum.
8. DELIVERY Unless otherwise indicated in the Master Agreement, the prices are the delivered price to
any Participating State agency or political subdivision. All deliveries shall be F.O.B. destination with all
transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage
shall remain with the Contractor until final inspection and acceptance when responsibility shall pass to the
Buyer except as to latent defects, fraud and Contractor’s warranty obligations. The minimum shipment
amount will be found in the special terms and conditions. Any order for less than the specified amount is
to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an
order to be shipped without transportation charges that is back ordered shall be shipped without charge.
9. FORCE MAJEURE Neither party to this Master Agreement shall be held responsible for delay or default
caused by fire, riot, acts of God or war which is beyond that party’s reasonable control. Contractor shall,
however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall,
upon the cessation of the cause, diligently pursue the performance of its obligations under this Master
Agreement. The Lead State, acting on behalf of WSCA/NASPO, may terminate this Master Agreement
upon written notice after determining that such delay or default likely will prevent successful
performance of this Master Agreement
10.GOVERNING LAW This procurement and the resulting agreement shall be governed by and construed
in accordance with the laws of the state sponsoring and administering the procurement. The construction
and effect of any Participating Addendum or order against the Master Agreement (s) shall be governed by
and construed in accordance with the laws of the Participating Entity’s State. Venue for any claim,
dispute or action concerning an order placed against the Master Agreement (s) or the effect of a
Participating Addendum shall be in the Purchasing Entity’s State.
11. INDEMNIFICATION The Contractor shall defend, indemnify and hold harmless WSCA/NASPO, the Lead
State and Participating Entities along with their officers, agencies, and employees as well as any person or
entity for which they may be liable from and against claims, damages or causes of action including
reasonable attorneys’ fees and related costs for any death, injury, or damage to property arising from
act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any
tier, relating to the performance under the Master Agreement. This section is not subject to any
limitations of liability in this Master Agreement or in any other document executed in conjunction with this
Master Agreement
12. INDEMNIFICATION – INTELLECTUAL PROPERTY The Contractor shall defend, indemnify and hold
harmless WSCA/NASPO, the Lead State and Participating Entities along with their officers, agencies, and
employees as well as any person or entity for which they may be liable ("Indemnified Party") from and
against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising
out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property
Claim"). The Contractor’s obligations under this section shall not extend to any combination of the Product
with any other product, system or method, unless:
(1) the Product, system or method is:
(a) provided by the Contractor or the Contractor’s subsidiaries or affiliates;
(b) specified by the Contractor to work with the Product; or
(c) reasonably required, in order to use the Product in its intended manner, and the infringement could
not have been avoided by substituting another reasonably available product, system or method capable of
performing the same function; or
(2) it would be reasonably expected to use the Product in combination with such product, system or
method.
The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an
Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the
Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was
prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the
Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property
Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must
consent in writing for any money damages or obligations for which it may be responsible. The Indemnified
Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance
necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the
Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the
Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related
costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. This section is
not subject to any limitations of liability in this Master Agreement or in any other document executed in
conjunction with this Master Agreement.
13. INDEPENDENT CONTRACTOR The Contractor shall be an independent contractor, and as such shall
have no authorization, express or implied, to bind WSCA/NASPO or the respective states to any
agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as
agent for WSCA/NASPO or the states, except as expressly set forth herein.
14. INDIVIDUAL CUSTOMER Except to the extent modified by a Participating Addendum, each
Participating Entity shall follow the terms and conditions of the Master Agreement and applicable
Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead
State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs
allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each
Participating Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply
the charges and invoice each Participating Entity individually.
15. INSURANCE Contractor shall, during the term of this Master Agreement, maintain in full force and
effect the insurance described in this section. Contractor shall acquire such insurance from an insurance
carrier or carriers licensed to conduct business in the Participating Entity’s state and having a rating of A-,
Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain
the required insurance may result in this Master Agreement’s termination or at a Participating Entity’s
option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated
below, with no deductible for each of the following categories:
a) Commercial General Liability covering the risks of bodily injury (including death), property damage and
personal injury, including coverage for contractual liability, with a limit of not less than $1 million per
occurrence/$2 million general aggregate;
b) Aircraft Liability: Contractor shall obtain, at Contractor's expense, and keep in effect during the term of
this Discount Agreement, Aircraft Liability Insurance. Combined single limit shall not be less than
$5,000,000, or the equivalent and no less than $100,000 per seat for passenger liability.
c) Contractor must comply with any applicable State Workers Compensation or Employers Liability
Insurance requirements. If a Contractor is located in North Dakota, Ohio, Washington or Wyoming, the
Contractor must purchase stop gap coverage for employer liability.
Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master
Agreement. Contractor shall immediately notify the State of any change in insurance coverage.
Prior to commencement of the work, Contractor shall provide to the Participating Entity a written
endorsement to the Contractor’s general liability insurance policy that (i) names the Participating Entity as
an additional insured and (ii) provides that the Contractor’s liability insurance policy shall be primary, with
any liability insurance of the Participating Entity as secondary and noncontributory.
Contractor shall furnish to Participating Entity copies of certificates of all required insurance within thirty
(30) calendar days of the Participating Addendum’s effective date and prior to performing any work.
Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after
renewal date. These certificates of insurance must expressly indicate compliance with each and every
insurance requirement specified in this section. Failure to provide evidence of coverage may, at State’s
sole option, result in this Master Agreement’s termination.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement.
16. LAWS AND REGULATIONS Any and all supplies, services and equipment offered and furnished shall
comply fully with all applicable Federal and State laws and regulations.
17. LICENSE OF PRE-EXISTING INTELLECTUAL PROPERTY Contractor grants to the Participating Entity a
nonexclusive, perpetual, royalty-free, irrevocable, unlimited license to publish, translate, reproduce,
modify, deliver, perform, display, and dispose of the Intellectual Property, and its derivatives, used or
delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”).
The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor
shall obtain, at its own expense, on behalf of the Participating Entity, written consent of the owner for the
licensed Pre-existing Intellectual Property.
18. NO WAIVER OF SOVEREIGN IMMUNITY In no event shall this Master Agreement, any Participating
Addendum or any contract or any purchase order issued thereunder, or any act of a Lead State or a
Participating Entity, be a waiver by the Participating Entity of any form of defense or immunity, whether
sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the
Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
a) If a claim must be brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for the Participating State. This
subsection 18.a) applies to a claim brought against the Participating State only to the extent
Congress has appropriately abrogated the Participating State’s sovereign immunity and is not
consent by the Participating State to be sued in federal court. This subsection is also not a
waiver by the Participating State of any form of immunity, including but not limited to
sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the
United States.
19. ORDER NUMBERS Contract order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
20. PARTICIPANTS The WSCA/NASPO Cooperative Purchasing Organization (herein WSCA/NASPO) is a
cooperative group contracting consortium for state government departments, institutions, agencies and
political subdivisions (e.g., colleges, school districts, counties, cities, etc.,) for the 50 states, the District
of Columbia and the organized US territories. Obligations under this Master Agreement are limited to
those Participating States who have signed a Participating Addendum where contemplated by the
solicitation. Financial obligations of Participating States are limited to the orders placed by the
departments or other state agencies and institutions having available funds. Participating States incur no
financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the
resulting award(s) will be permissive.
21. ENTITY PARTICIPATION Use of specific WSCA/NASPO cooperative contracts by state agencies,
political subdivisions and other entities (including cooperatives) authorized by individual state’s statutes to
use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues
of interpretation and eligibility for participation are solely within the authority of the respective State
Chief Procurement Official.
22.PAYMENT Payment for completion of a contract is normally made within 30 days following the date
the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days
the Contractor may assess overdue account charges up to a maximum rate of one percent per month
(under ORS 293.462(3), two-thirds of one percent for Oregon state agencies) on the outstanding balance.
Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing
Card” with no additional charge.
23. PUBLIC INFORMATION This Master Agreement and all related documents are subject to disclosure
pursuant to the Participating Entity’s public information laws.
24. RECORDS ADMINISTRATION AND AUDIT The Contractor will maintain, or supervise the maintenance
of all records necessary to properly account for the payments made to the Contractor for costs authorized
by this Master Agreement. These records will be retained by the Contractor for at least six years after the
Master Agreement terminates, or until all audits initiated within the six years have been completed,
whichever is later. The Contractor agrees to allow WSCA/NASPO, State and Federal auditors, and state
agency staff access to all the records of this Master Agreement and any order placed under this Master
Agreement, for audit and inspection, and monitoring of services. Such access will be during normal
business hours, or by appointment.
25.REPORTS The Contractor shall submit quarterly reports to the WSCA/NASPO Contract Administrator
showing the quantities and dollar volume of purchases by each participating entity.
26. STANDARD OF PERFORMANCE AND ACCEPTANCE The Standard of Performance applies to all
Product(s) purchased under this Master Agreement, including any additional, replacement, or substitute
Product(s) and any Product(s) which are modified by or with the written approval of Contractor after
Acceptance by the Participating Entity. The Acceptance Testing period shall be thirty (30) calendar days
or other time period identified in the solicitation or the Participating Addendum, starting from the day
after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If
the Product does not meet the Standard of Performance during the initial period of Acceptance Testing,
Participating Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the
Standard of Performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to
cure the Standard of Performance issue(s). If after the cure period, the Product still has not met the
Standard of Performance Participating Entity may, at its option: (1) declare Contractor to be in breach and
terminate the Order; (2) demand replacement Product from Contractor at no additional cost to
Participating Entity; or, (3) continue the cure period for an additional time period agreed upon by the
Participating Entity and the Contractor. Contractor shall pay all costs related to the preparation and
shipping of Product returned pursuant to the section. No Product shall be accepted and no charges shall be
paid until the Standard of Performance is met. The warranty period will begin upon Acceptance.
27. SYSTEM FAILURE OR DAMAGE In the event of system failure or damage caused by the Contractor or
its Product, the Contractor agrees to use its best efforts to restore or assist in restoring the system to
operational capacity.
28. TITLE OF PRODUCT Upon Acceptance by the Participating Entity, Contractor shall convey to
Participating Entity title to the Product free and clear of all liens, encumbrances, or other security
interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use the
Embedded Software in the Product. If Participating Entity subsequently transfers title of the Product to
another entity, Participating Entity shall have the right to transfer the license to use the Embedded
Software with the transfer of Product title. A subsequent transfer of this software license shall be at no
additional cost or charge to either Participating Entity or Participating Entity’s transferee.
29. WAIVER OF BREACH Failure of Lead State or Participating Entity to declare a default or enforce any
rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum.
Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State or
Participating Entity of any default, right or remedy under this Master Agreement or Participating
Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any
subsequent default or breach of such term or requirement, or of any other term or requirement under this
Master Agreement or Participating Addendum.
30. WARRANTY The Contractor warrants for a period of one year from the date of Acceptance that: (a)
the Product performs according to all specific claims that the Contractor made in its response to the
solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the
Product is suitable for any special purposes identified in the solicitation or for which the Participating
Entity has relied on the Contractor’s skill or judgment, (d) the Product is designed and manufactured in a
commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty,
the Contractor will repair or replace (at no charge to the Participating Entity) the Product whose
nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced
Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full
amount of any payments that have been made. The rights and remedies of the parties under this warranty
are in addition to any other rights and remedies of the parties provided by law or equity, including,
without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party,
reasonable attorneys’ fees and costs.
31. ASSIGNMENT OF ANTITRUST RIGHTS Contractor irrevocably assigns to a Participating Entity any
claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in
the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating
Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in
connection with any goods or services provided to the Contractor for the purpose of carrying out the
Contractor's obligations under this Master Agreement or Participating Addendum, including, at a
Participating Entity's option, the right to control any such litigation on such claim for relief or cause of
action.
Contractor shall require any subcontractors hired to perform any of Contractor's obligations, under this
Master Agreement or Participating Addendum, to irrevocably assign to a Participating Entity, as third party
beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of
any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust
provisions), as now in effect and as may be amended from time to time, in connection with any goods or
services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to
the Contractor in pursuance of this Master Agreement or Participating Addendum, including, at a
Participating Entity's option, the right to control any such litigation on such claim for relief or cause of
action.
32. WSCA/NASPO eMARKET CENTER Awarded responders are required to participate in the WSCA/NASPO
eMarket Center and, working through WSCA/NASPO’s contractor (SciQuest), connect with the eMarket
Center. The ideal situation would be to use either a hosted (by SciQuest) or Punchout Level 2 catalog
configurations, but actual requirements will be determined by the Lead State Contract Administrator,
WSCA/NASPO, WSCA/NASPO’s contractor (SciQuest) and the awarded contractor, after award.
Participation does not require an awarded responder to have any special level of technology or
technological understanding.
Definitions
Acceptance - means a written notice from a purchasing entity to contractor advising Contractor that the
Product has passed its Acceptance Testing. Acceptance of a product for which acceptance testing is not
required shall occur following the completion of delivery, installation, if required, and a reasonable time
for inspection of the product, unless the Purchasing Entity provides a written notice of rejection to
contractor.
Acceptance Testing - means the process for ascertaining that the Product meets the standards set forth in
the section titled Standard of Performance and Acceptance, prior to Acceptance by the Purchasing Entity.
Contractor - means the person or entity delivering Products or performing services under the terms and
conditions set forth in this Master Agreement.
Intellectual Property – means any and all patents, copyrights, service marks, trademarks, trade secrets,
trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and
all rights, title, and interest therein.
Lead State - means the State conducting this cooperative solicitation and centrally administering any
resulting Master Agreement with the permission of the Signatory States.
Master Agreement – means the underlying agreement executed by and between the Lead State, as
WSCA/NASPO contract manager, acting on behalf of WSCA/NASPO, and the Contractor, as now or
hereafter amended.
Order - means any purchase order, sales order, or other document used by a Participating Entity to order
the Products.
Participating Addendum - means a bilateral agreement executed by a Contractor and a Participating
Entity incorporating this Master Agreement and any other additional Participating Entity specific language
or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and
conditions.
Participating Entity - means a state, or other legal entity, properly authorized by a state to enter into the
Master Agreement or Participating Addendum or who is authorized to order under the Master Agreement
or Participating Addendum.
Product - Any equipment, software (including embedded software), documentation, or deliverable
supplied or created by the Contractor pursuant to this Master Agreement.
WSCA/NASPO -means the WSCA/NASPO Cooperative Purchasing Organization, a cooperative group
contracting consortium for state procurement officials, representing departments, institutions, agencies,
and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for the 50 states, the
District of Columbia and the organized US territories. WSCA/NASPO is a cooperative purchasing arm of the
National Association of State Procurement Officials (NASPO).
Exhibit H
PARTICIPATING ADDENDUM
NAME OF CONTRACT
MASTER DISCOUNT AGREEMENT
Vendor Name Here
Contract Number: xxxxx
(Participating Entity Name)
1.
Scope
(Briefly describe the jurisdiction of the governmental entity. If the jurisdiction includes all the
governmental entities within an entire state, a statement to that effect will suffice)
2.
Changes:
(Insert specific changes or a statement that no changes are required)
3.
Primary Contact:
The primary participating entity contact for this Participating Addendum is as follows:
Name:
Participating Entity Name:
Address:
Telephone:
Fax:
E-mail:
The primary Contractor contact for this Participating Addendum is as follows:
Name:
Contractor:
Address:
Telephone:
Fax:
E-mail:
4.
Master Discount Agreement Number:
All order documents issued by procuring agencies within the jurisdiction of the Participating
Addendum shall include the following Discount Agreement number: A633xx (insert proper number
as necessary).
The Master Discount Agreement Number MUST be shown on all order documents issued
against this Agreement.
This Addendum and the Discount Agreement together with its exhibits, set forth the entire agreement
between the parties with respect to the subject matter of all previous communications,
representations or agreements, whether oral or written, with respect to the subject matter hereof.
Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this
Addendum and the Discount Agreement, together with its exhibits, shall not be added to or
incorporated into this Addendum or the Discount Agreement and its exhibits by any subsequent
purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions
are hereby rejected. The terms and conditions of this Addendum and the Discount Agreement and
its exhibits shall prevail and govern in the case of any such inconsistent or additional terms.
Signed by governmental entity or state and contractor
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by
Contractor below.
Signatures as required by State Statutes, Rules or Policies
Note to participating entity: See Discount Agreement Exhibit B re election for direct billing
ATTACHMENT D
PARTICIPATIG STATES TERMS AND CONDITIONS
STATE OF CONNECTICUT
The parties agree that the following provisions (Participating Addendum) shall apply to any
action, purchase or purchase order issued by the State of Connecticut or any of its
participating entities.
Definitions: The following definitions apply to this Participating Addendum
a) Claims: All actions, suits, claims, demands, investigations and proceedings of any kind,
open, pending or threatened, whether mature, unmatured, contingent, known or unknown,
at law or in equity, in any forum.
b) Confidential Information: This shall mean any information about a client, including but
not limited to first name and last name, or first initial and last name, in combination with
any one or more of the following related to such client: (a) Social Security Number; (b)
driver’s license number or State-issued identification card number; (c) date of birth; and
(d) financial account number, or credit or debit card number, with or without any required
security code, access code, personal identification number or password, that would permit
access to a client’s financial account. Without limiting the foregoing, Confidential
Information shall also include any information that the Department classifies as
“confidential” or “restricted”. Confidential Information shall not include information that
may be lawfully obtained from publicly available sources or from federal, state, or local
government records which are lawfully made available to the general public.
c) Confidential Information Breach: This shall mean, generally, an instance where an
unauthorized person or entity accesses Confidential Information in any manner, including
but not limited to the following occurrences: (1) any Confidential Information that is not
encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or
more third parties have had access to or taken control or possession of any Confidential
Information that is not encrypted or protected without prior written authorization from the
State; (3) the unauthorized acquisition of encrypted or protected Confidential
Information together with the confidential process or key that is capable of compromising
the integrity of the Confidential Information; or (4) if there is a substantial risk of
identity theft or fraud to the client, the Contractor, the Department or State.
d) Contract: The agreement, as of its effective date, between the Bidder and the State for
any or all Goods or Services at the Bid price.
e) Contractor: A person or entity who submits a Bid and who executes a Contract.
f) Contractor Parties: A Contractor’s members, directors, officers, shareholders, partners,
managers, principal officers, representatives, agents, servants, consultants, employees or
any one of them or any other person or entity with whom the Contractor is in privity of
2 oral or written contract and the Contractor intends for such other person or entity to
Perform under the Contract in any capacity.
Whistleblowing. This Contract may be subject to the provisions of Section 4-61dd of the
Connecticut General Statutes. In accordance with this statute, if an officer, employee or
appointing authority of the Contractor takes or threatens to take any personnel action against any
employee of the Contractor in retaliation for such employee's disclosure of information to any
employee of the contracting state or quasi-public agency or the Auditors of Public Accounts or
the Attorney General under the provisions of subsection (a) of such statute, the Contractor shall
be liable for a civil penalty of not more than five thousand dollars for each offense, up to a
maximum of twenty per cent of the value of this Contract. Each violation shall be a separate and
distinct offense and in the case of a continuing violation, each calendar day's continuance of the
violation shall be deemed to be a separate and distinct offense. The State may request that the
Attorney General bring a civil action in the Superior Court for the Judicial District of Hartford to
seek imposition and recovery of such civil penalty. In accordance with subsection (f) of such
statute, each large state contractor, as defined in the statute, shall post a notice of the provisions
of the statute relating to large state contractors in a conspicuous place which is readily available
for viewing by the employees of the Contractor.
Forum and Choice of Law. The parties deem the Contract to have been made in the City of
Hartford, State of Connecticut. Both parties agree that it is fair and reasonable for the validity
and construction of the Contract to be, and it shall be, governed by the laws and court decisions
of the State of Connecticut, without giving effect to its principles of conflicts of laws. To the
extent that any immunities provided by Federal law or the laws of the State of Connecticut do
not bar an action against the State, and to the extent that these courts are courts of competent
jurisdiction, for the purpose of venue, the complaint shall be made returnable to the Judicial
District of Hartford only or shall be brought in the United States District Court for the District of
Connecticut only, and shall not be transferred to any other court, provided, however, that nothing
here constitutes a waiver or compromise of the sovereign immunity of the State of Connecticut.
The Contractor waives any objection which it may now have or will have to the laying of venue
of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit,
action or proceeding.
Sovereign Immunity. The parties acknowledge and agree that nothing in the solicitation or the
Contract shall be construed as a modification, compromise or waiver by the State of any rights or
defenses of any immunities provided by Federal law or the laws of the State of Connecticut to
the State or any of its officers and employees, which they may have had, now have or will have
with respect to all matters arising out of the Contract. To the extent that this section conflicts
with any other section, this section shall govern.
3 Summary of State Ethics Laws. Pursuant to the requirements of section 1-101qq of the
Connecticut General Statutes, the summary of State ethics laws developed by the State Ethics
Commission pursuant to section 1-81b of the Connecticut General Statutes is incorporated by
reference into and made a part of the Contract as if the summary had been fully set forth in the
Contract.
Campaign Contribution Restriction. For all State contracts, defined in Conn. Gen. Stat. §9612(g)(1) as having a value in a calendar year of $50,000 or more, or a combination or series of
such agreements or contracts having a value of $100,000 or more, the authorized signatory to
this Contraact expressly acknowledges receipt of the State Elections Enforcement Commission’s
notice advising state contractors of state campaign contribution and solicitation prohibitions, and
will inform its principals of the contents of the notice, as set forth in "Notice to Executive Branch
State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation
Limitations,” attached to this Participating Addendum.
Executive Orders. This Contract is subject to the provisions of Executive Order No. Three of
Governor Thomas J. Meskill, promulgated June 16, 1971, concerning labor employment
practices, Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February
15, 1973, concerning the listing of employment openings and Executive Order No. Sixteen of
Governor John G. Rowland promulgated August 4, 1999, concerning violence in the workplace,
all of which are incorporated into and are made a part of the Contract as if they had been fully set
forth in it. The Contract may also be subject to the applicable parts of Executive Order No. 7C
of Governor M. Jodi Rell, promulgated July 13, 2006, concerning contracting reforms and
Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning
procurement of cleaning products and services, in accordance with their respective terms and
conditions. If Executive Orders 7C and 14 are applicable, they are deemed to be incorporated
into and are made a part of the Contract as if they had been fully set forth in it. At the
Contractor’s request, the Department shall provide a copy of these orders to the Contractor.
Nondiscrimination.
(a) For purposes of this Section, the following terms are defined as follows:
i. "Commission" means the Commission on Human Rights and Opportunities;
ii. "Contract" and “contract” include any extension or modification of the Contract or
contract;
iii. "Contractor" and “contractor” include any successors or assigns of the Contractor or
contractor;
iv. "Gender identity or expression" means a person's gender-related identity,
appearance or behavior, whether or not that gender-related identity, appearance or
behavior is different from that traditionally associated with the person's physiology
or assigned sex at birth, which gender-related identity can be shown by providing
evidence including, but not limited to, medical history, care or treatment of the
gender-related identity, consistent and uniform assertion of the gender-related
identity or any other evidence that the gender-related identity is sincerely held, part
of a person's core identity or not being asserted for an improper purpose;
v. “good faith" means that degree of diligence which a reasonable person would
exercise in the performance of legal duties and obligations;
vi. "good faith efforts" shall include, but not be limited to, those reasonable initial
efforts necessary to comply with statutory or regulatory requirements and additional
4 or substituted efforts when it is determined that such initial efforts will not be
sufficient to comply with such requirements;
vii. "marital status" means being single, married as recognized by the state of
Connecticut, widowed, separated or divorced;
viii. "mental disability" means one or more mental disorders, as defined in the most
recent edition of the American Psychiatric Association's "Diagnostic and Statistical
Manual of Mental Disorders", or a record of or regarding a person as having one or
more such disorders;
ix. "minority business enterprise" means any small contractor or supplier of materials
fifty-one percent or more of the capital stock, if any, or assets of which is owned by
a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who
have the power to direct the management and policies of the enterprise, and (3) who
are members of a minority, as such term is defined in subsection (a) of Connecticut
General Statutes § 32-9n; and
x. "public works contract" means any agreement between any individual, firm or
corporation and the State or any political subdivision of the State other than a
municipality for construction, rehabilitation, conversion, extension, demolition or
repair of a public building, highway or other changes or improvements in real
property, or which is financed in whole or in part by the State, including, but not
limited to, matching expenditures, grants, loans, insurance or guarantees.
For purposes of this Section, the terms "Contract" and “contract” do not include a contract
where each contractor is (1) a political subdivision of the state, including, but not limited
to, a municipality, (2) a quasi-public agency, as defined in Conn. Gen. Stat. Section 1-120,
(3) any other state, including but not limited to any federally recognized Indian tribal
governments, as defined in Conn. Gen. Stat. Section 1-267, (4) the federal government, (5)
a foreign government, or (6) an agency of a subdivision, agency, state or government
described in the immediately preceding enumerated items (1), (2), (3), (4) or (5).
(b) (1) The Contractor agrees and warrants that in the performance of the Contract such
Contractor will not discriminate or permit discrimination against any person or group of persons
on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex,
gender identity or expression, mental retardation, mental disability or physical disability,
including, but not limited to, blindness, unless it is shown by such Contractor that such disability
prevents performance of the work involved, in any manner prohibited by the laws of the United
States or of the State of Connecticut; and the Contractor further agrees to take affirmative action
to insure that applicants with job-related qualifications are employed and that employees are
treated when employed without regard to their race, color, religious creed, age, marital status,
national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability
or physical disability, including, but not limited to, blindness, unless it is shown by the
Contractor that such disability prevents performance of the work involved; (2) the Contractor
agrees, in all solicitations or advertisements for employees placed by or on behalf of the
Contractor, to state that it is an "affirmative action-equal opportunity employer" in accordance
5 with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor
union or representative of workers with which the Contractor has a collective bargaining
Agreement or other contract or understanding and each vendor with which the Contractor has a
contract or understanding, a notice to be provided by the Commission, advising the labor union
or workers’ representative of the Contractor's commitments under this section and to post copies
of the notice in conspicuous places available to employees and applicants for employment;
(4) the Contractor agrees to comply with each provision of this Section and Connecticut General
Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said
Commission pursuant to Connecticut General Statutes §§ 46a-56, 46a-68e and 46a-68f; and
(5) the Contractor agrees to provide the Commission on Human Rights and Opportunities with
such information requested by the Commission, and permit access to pertinent books, records
and accounts, concerning the employment practices and procedures of the Contractor as relate to
the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a
public works contract, the Contractor agrees and warrants that he will make good faith efforts to
employ minority business enterprises as subcontractors and suppliers of materials on such public
works projects.
(c) Determination of the Contractor's good faith efforts shall include, but shall not be limited
to, the following factors: The Contractor's employment and subcontracting policies,
patterns and practices; affirmative advertising, recruitment and training; technical
assistance activities and such other reasonable activities or efforts as the Commission may
prescribe that are designed to ensure the participation of minority business enterprises in
public works projects.
(d) The Contractor shall develop and maintain adequate documentation, in a manner
prescribed by the Commission, of its good faith efforts.
(e) The Contractor shall include the provisions of subsection (b) of this Section in every
subcontract or purchase order entered into in order to fulfill any obligation of a contract
with the State and such provisions shall be binding on a subcontractor, vendor or
manufacturer unless exempted by regulations or orders of the Commission. The Contractor
shall take such action with respect to any such subcontract or purchase order as the
Commission may direct as a means of enforcing such provisions including sanctions for
noncompliance in accordance with Connecticut General Statutes §46a-56; provided if such
Contractor becomes involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the Commission, the Contractor may request the
6 State of Connecticut to enter into any such litigation or negotiation prior thereto to protect
the interests of the State and the State may so enter.
(f) The Contractor agrees to comply with the regulations referred to in this Section as they
exist on the date of this Contract and as they may be adopted or amended from time to time
during the term of this Contract and any amendments thereto.
(g) (1) The Contractor agrees and warrants that in the performance of the Contract such
Contractor will not discriminate or permit discrimination against any person or group of
persons on the grounds of sexual orientation, in any manner prohibited by the laws of the
United States or the State of Connecticut, and that employees are treated when employed
without regard to their sexual orientation; (2) the Contractor agrees to provide each labor
union or representative of workers with which such Contractor has a collective bargaining
Agreement or other contract or understanding and each vendor with which such Contractor
has a contract or understanding, a notice to be provided by the Commission on Human
Rights and Opportunities advising the labor union or workers' representative of the
Contractor's commitments under this section, and to post copies of the notice in
conspicuous places available to employees and applicants for employment; (3) the
Contractor agrees to comply with each provision of this section and with each regulation or
relevant order issued by said Commission pursuant to Connecticut General Statutes § 46a56; and (4) the Contractor agrees to provide the Commission on Human Rights and
Opportunities with such information requested by the Commission, and permit access to
pertinent books, records and accounts, concerning the employment practices and
procedures of the Contractor which relate to the provisions of this Section and Connecticut
General Statutes § 46a-56.
(h) The Contractor shall include the provisions of the foregoing paragraph in every subcontract
or purchase order entered into in order to fulfill any obligation of a contract with the State
and such provisions shall be binding on a subcontractor, vendor or manufacturer unless
exempted by regulations or orders of the Commission. The Contractor shall take such
action with respect to any such subcontract or purchase order as the Commission may
direct as a means of enforcing such provisions including sanctions for noncompliance in
accordance with Connecticut General Statutes § 46a-56; provided, if such Contractor
becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a
result of such direction by the Commission, the Contractor may request the State of
Connecticut to enter into any such litigation or negotiation prior thereto to protect the
interests of the State and the State may so enter.
7 Indemnification.
(a)The Contractor shall indemnify, defend and hold harmless the State and its officers,
representatives, agents, servants, employees, successors and assigns from and against any
and all (1) Claims arising, directly or indirectly, in connection with the Contract, including
the acts of commission or omission (collectively, the "Acts") of the Contractor or Contractor
Parties; and (2) liabilities, damages, losses, costs and expenses, including but not limited to,
attorneys' and other professionals' fees, arising, directly or indirectly, in connection with
Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the
State in carrying out its obligations under this section. The Contractor’s obligations under
this section to indemnify, defend and hold harmless against Claims includes Claims
concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any
Records, any intellectual property rights, other proprietary rights of any person or entity,
copyrighted or uncopyrighted compositions, secret processes, patented or unpatented
inventions, articles or appliances furnished or used in the performance.
(b)The Contractor shall not be responsible for indemnifying or holding the State harmless from
any liability arising due to the negligence of the State or any other person or entity acting
under the direct control or supervision of the State.
(c)The Contractor shall reimburse the State for any and all damages to the real or personal
property of the State caused by the Acts of the Contractor or any Contractor Parties. The
State shall give the Contractor reasonable notice of any such Claims.
(d)The Contractor’s duties under this section shall remain fully in effect and binding in
accordance with the terms and conditions of the Contract, without being lessened or
compromised in any way, even where the Contractor is alleged or is found to have merely
contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is
found to have contributed to the Acts giving rise to the Claims.
(e)The Contractor shall carry and maintain at all times during the term of the Contract, and
during the time that any provisions survive the term of the Contract, sufficient general
liability insurance to satisfy its obligations under this Contract. The Contractor shall name
the State as an additional insured on the policy and shall provide a copy of the policy to the
Agency prior to the effective date of the Contract. The Contractor shall not begin
performance until the delivery of the policy to the Agency. The Agency shall be entitled to
recover under the insurance policy even if a body of competent jurisdiction determines that
the Agency or the State is contributorily negligent.
(f)The rights provided in this section for the benefit of the State shall encompass the recovery of
attorneys’ and other professionals’ fees expended in pursuing a Claim against a third party.
(g)This section shall survive the Termination of the Contract and shall not be limited by reason
of any insurance coverage.
8 Tangible Personal Property.
(a) The Contractor on its behalf and on behalf of its Affiliates, as defined below, shall comply with
the provisions of Conn. Gen. Stat. §12-411b, as follows:
(1)For the term of the Contract, the Contractor and its Affiliates shall collect and remit to the
State of Connecticut, Department of Revenue Services, any Connecticut use tax due under the
provisions of Chapter 219 of the Connecticut General Statutes for items of tangible personal
property sold by the Contractor or by any of its Affiliates in the same manner as if the
Contractor and such Affiliates were engaged in the business of selling tangible personal
property for use in Connecticut and had sufficient nexus under the provisions of Chapter 219
to be required to collect Connecticut use tax;
(2)A customer’s payment of a use tax to the Contractor or its Affiliates relieves the customer of
liability for the use tax;
(3) The Contractor and its Affiliates shall remit all use taxes they collect from customers on or
before the due date specified in the Contract, which may not be later than the last day of the
month next succeeding the end of a calendar quarter or other tax collection period during
which the tax was collected;
(4) The Contractor and its Affiliates are not liable for use tax billed by them but not paid to them
by a customer; and
(5)Any Contractor or Affiliate who fails to remit use taxes collected on behalf of its customers by
the due date specified in the Contract shall be subject to the interest and penalties provided for
persons required to collect sales tax under chapter 219 of the general statutes.
(b) For purposes of this section of the Contract, the word “Affiliate” means any person, as
defined in section 12-1 of the general statutes, that controls, is controlled by, or is under
common control with another person. A person controls another person if the person owns,
directly or indirectly, more than ten per cent of the voting securities of the other person. The
word “voting security” means a security that confers upon the holder the right to vote for the
election of members of the board of directors or similar governing body of the business, or
that is convertible into, or entitles the holder to receive, upon its exercise, a security that
confers such a right to vote. “Voting security” includes a general partnership interest.
(c) The Contractor represents and warrants that each of its Affiliates has vested in the Contractor
plenary authority to so bind the Affiliates in any agreement with the State of Connecticut.
The Contractor on its own behalf and on behalf of its Affiliates shall also provide, no later
than 30 days after receiving a request by the State’s contracting authority, such information
as the State may require to ensure, in the State’s sole determination, compliance with the
provisions of Chapter 219 of the Connecticut General Statutes, including, but not limited to,
§12-411b.
Audit and Inspection of Plants, Places of Business and Records.
(a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public
Accounts, Attorney General and State’s Attorney and their respective agents, may, at
reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor
Parties’ plants and places of business which, in any way, are related to, or involved in, the
performance of this Contract.
9 (b) The Contractor shall maintain, and shall require each of the Contractor Parties to
maintain, accurate and complete Records. The Contractor shall make all of its and the
Contractor Parties’ Records available at all reasonable hours for audit and inspection by
the State and its agents.
(c) The State shall make all requests for any audit or inspection in writing and shall provide
the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and
inspection date. If the State suspects fraud or other abuse, or in the event of an
emergency, the State is not obligated to provide any prior notice.
(d) All audits and inspections shall be at the State’s expense.
(e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and
Contractor Parties’ Records until three (3) years after the latter of (i) final payment under
this Agreement, or (ii) the expiration or earlier termination of this Agreement, as the
same may be modified for any reason. The State may request an audit or inspection at
any time during this period. If any Claim or audit is started before the expiration of this
period, the Contractor shall retain or cause to be retained all Records until all Claims or
audit findings have been resolved.
(f) The Contractor shall cooperate fully with the State and its agents in connection with an
audit or inspection. Following any audit or inspection, the State may conduct and the
Contractor shall cooperate with an exit conference.
(g) The Contractor shall incorporate this entire Section verbatim into any contract or other
agreement that it enters into with any Contractor Party.
Protection of Confidential Information.
(a) Contractor and Contractor Parties, at their own expense, have a duty to and shall protect from
a Confidential Information Breach any and all Confidential Information which they come to
possess or control, wherever and however stored or maintained, in a commercially reasonable
manner in accordance with current industry standards.
(b) Each Contractor or Contractor Party shall develop, implement and maintain a comprehensive
data - security program for the protection of Confidential Information. The safeguards
contained in such program shall be consistent with and comply with the safeguards for
protection of Confidential Information, and information of a similar character, as set forth in all
applicable federal and state law and written policy of the Department or State concerning the
confidentiality of Confidential Information. Such data-security program shall include, but not
be limited to, the following:
(1) A security policy for employees related to the storage, access and transportation of
data containing Confidential Information;
10 (2) Reasonable restrictions on access to records containing Confidential Information,
including access to any locked storage where such records are kept;
(3) A process for reviewing policies and security measures at least annually;
(4) Creating secure access controls to Confidential Information, including but not limited
to passwords; and
(5) Encrypting of Confidential Information that is stored on laptops, portable devices or
being transmitted electronically.
(c) The Contractor and Contractor Parties shall notify the Department and the Connecticut
Office of the Attorney General as soon as practical, but no later than twenty-four (24) hours,
after they become aware of or suspect that any Confidential Information which Contractor or
Contractor Parties have come to possess or control has been subject to a Confidential
Information Breach. If a Confidential Information Breach has occurred, the Contractor
shall, within three (3) business days after the notification, present a credit monitoring and
protection plan to the Commissioner of Administrative Services, the Department and the
Connecticut Office of the Attorney General, for review and approval. Such credit monitoring
or protection plan shall be made available by the Contractor at its own cost and expense to all
individuals affected by the Confidential Information Breach. Such credit monitoring or
protection plan shall include, but is not limited to reimbursement for the cost of placing and
lifting one (1) security freeze per credit file pursuant to Connecticut General Statutes § 36a701a. Such credit monitoring or protection plans shall be approved by the State in accordance
with this Section and shall cover a length of time commensurate with the circumstances of
the Confidential Information Breach. The Contractors’ costs and expenses for the credit
monitoring and protection plan shall not be recoverable from the Department, any State of
Connecticut entity or any affected individuals.
(d) The Contractor shall incorporate the requirements of this Section in all subcontracts requiring
each Contractor Party to safeguard Confidential Information in the same manner as provided
for in this Section.
(e) Nothing in this Section shall supersede in any manner Contractor’s or Contractor Party’s
obligations pursuant to HIPAA or the provisions of this Contract concerning the obligations
of the Contractor as a Business Associate of the Department.
Financial Audit for State Grants.
For purposes of this paragraph, the word "contractor" shall be deemed to mean "nonstate entity,"
as that term is defined in Section 4-230 of the Connecticut General Statutes. The contractor shall
provide for an annual financial audit acceptable to the Department for any expenditure of stateawarded
funds made by the contractor. Such audit shall include management letters and audit
recommendations. The State Auditors of Public Accounts shall have access to all records and
11 accounts for the fiscal year(s) in which the award was made. The contractor will comply with
federal and state single audit standards as applicable.
Lead State Terms that shall not apply to Connecticut.
The parties hereby agree that any provision in the Standard Terms and Conditions of the
National Association of State Procurement Officials, the Oregon’s Master Discount Agreement
Discounted Airfares or the Master Agreement between NASPO and NAME OF VENDOR HERE
and any of its Exhibits, shall not apply to Connecticut or any of the participating entities from
Connecticut if the provision violates sovereign immunity or conflicts with this Participating
Addendum. Further the parties agree that in any instance where a provision requires the State to
indemnify the Contractor or that the parties are bound by binding arbitration that constitutes a
violation of sovereign immunity, and therefore is not applicable.
APPENDIX A
STANDARD CLAUSES FOR NEW YORK STATE
CONTRACTS
PLEASE RETAIN THIS DOCUMENT
FOR FUTURE REFERENCE.
TABLE OF CONTENTS
Page
1.
Executory Clause
3
2.
Non-Assignment Clause
3
3.
Comptroller’s Approval
3
4.
Workers’ Compensation Benefits
3
5.
Non-Discrimination Requirements
3
6.
Wage and Hours Provisions
3
7.
Non-Collusive Bidding Certification
4
8.
International Boycott Prohibition
4
9.
Set-Off Rights
4
10.
Records
4
11.
Identifying Information and Privacy Notification
4
12.
Equal Employment Opportunities For Minorities and Women
13.
Conflicting Terms
5
14.
Governing Law
5
15.
Late Payment
5
16.
No Arbitration
5
17.
Service of Process
5
18.
Prohibition on Purchase of Tropical Hardwoods
19.
MacBride Fair Employment Principles
6
20.
Omnibus Procurement Act of 1992
6
21.
Reciprocity and Sanctions Provisions
6
22.
Compliance with New York State Information Security Breach and Notification Act
6
23.
Compliance with Consultant Disclosure Law
6
24.
Procurement Lobbying
7
25. Certification of Registration to Collect Sales and Compensating Use Tax by Certain
State Contractors, Affiliates and Subcontractors
7
Page 78 of 85
4-5
5-6
STANDARD CLAUSES FOR NYS CONTRACTS
The parties to the attached contract, license, lease, amendment or other agreement of any kind
(hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which
are hereby made a part of the contract (the word "Contractor" herein refers to any party other
than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):
1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State
shall have no liability under this contract to the Contractor or to anyone else beyond funds
appropriated and available for this contract.
2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law,
this contract may not be assigned by the Contractor or its right, title or interest therein assigned,
transferred, conveyed, sublet or otherwise disposed of without the State’s previous written
consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior
written consent of an assignment of a contract let pursuant to Article XI of the State Finance
Law may be waived at the discretion of the contracting agency and with the concurrence of the
State Comptroller where the original contract was subject to the State Comptroller’s approval,
where the assignment is due to a reorganization, merger or consolidation of the Contractor’s
business entity or enterprise. The State retains its right to approve an assignment and to
require that any Contractor demonstrate its responsibility to do business with the State. The
Contractor may, however, assign its right to receive payments without the State’s prior written
consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the
State Finance Law.
3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law
(or, if this contract is with the State University or City University of New York, Section 355 or
Section 6218 of the Education Law), if this contract exceeds $50,000 (or the minimum
thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y.
contracts), or if this is an amendment for any amount to a contract which, as so amended,
exceeds said statutory amount, or if, by this contract, the State agrees to give something other
than money when the value or reasonably estimated value of such consideration exceeds
$10,000, it shall not be valid, effective or binding upon the State until it has been approved by
the State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office
of General Services is required when such contracts exceed $85,000 (State Finance Law
Section 163.6.a).
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the Contractor shall
provide and maintain coverage during the life of this contract for the benefit of such employees
as are required to be covered by the provisions of the Workers' Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and Federal
statutory and constitutional non-discrimination provisions, the Contractor will not discriminate
against any employee or applicant for employment because of race, creed, color, sex, national
origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital
status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for
the construction, alteration or repair of any public building or public work or for the manufacture,
sale or distribution of materials, equipment or supplies, and to the extent that this contract shall
be performed within the State of New York, Contractor agrees that neither it nor its
subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a)
discriminate in hiring against any New York State citizen who is qualified and available to
perform the work; or (b) discriminate against or intimidate any employee hired for the
performance of work under this contract. If this is a building service contract as defined in
Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age,
Page 79 of 85
sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified
and available to perform the work; or (b) discriminate against or intimidate any employee hired
for the performance of work under this contract. Contractor is subject to fines of $50.00 per
person per day for any violation of Section 220-e or Section 239 as well as possible termination
of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of
the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's
employees nor the employees of its subcontractors may be required or permitted to work more
than the number of hours or days stated in said statutes, except as otherwise provided in the
Labor Law and as set forth in prevailing wage and supplement schedules issued by the State
Labor Department. Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including the premium
rates for overtime pay, as determined by the State Labor Department in accordance with the
Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by
Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a
manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition
precedent to payment by the State of any State approved sums due and owing for work done
upon the project.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the
State Finance Law, if this contract was awarded based upon the submission of bids, Contractor
affirms, under penalty of perjury, that its bid was arrived at independently and without collusion
aimed at restricting competition. Contractor further affirms that, at the time Contractor
submitted its bid, an authorized and responsible person executed and delivered to the State a
non-collusive bidding certification on Contractor's behalf.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the
Contractor agrees, as a material condition of the contract, that neither the Contractor nor any
substantially owned or affiliated person, firm, partnership or corporation has participated, is
participating, or shall participate in an international boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If
such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise
found to have violated said laws or regulations upon the final determination of the United States
Commerce Department or any other appropriate agency of the United States subsequent to the
contract's execution, such contract, amendment or modification thereto shall be rendered forfeit
and void. The Contractor shall so notify the State Comptroller within five (5) business days of
such conviction, determination or disposition of appeal (2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory
rights of set-off. These rights shall include, but not be limited to, the State's option to withhold
for the purposes of set-off any moneys due to the Contractor under this contract up to any
amounts due and owing to the State with regard to this contract, any other contract with any
State department or agency, including any contract for a term commencing prior to the term of
this contract, plus any amounts due and owing to the State for any other reason including,
without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto.
The State shall exercise its set-off rights in accordance with normal State practices including, in
cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its
representatives, or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books,
records, documents, accounts and other evidence directly pertinent to performance under this
contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of
the calendar year in which they were made and for six (6) additional years thereafter. The
State Comptroller, the Attorney General and any other person or entity authorized to conduct
an examination, as well as the agency or agencies involved in this contract, shall have access
to the Records during normal business hours at an office of the Contractor within the State of
Page 80 of 85
New York or, if no such office is available, at a mutually agreeable and reasonable venue within
the State, for the term specified above for the purposes of inspection, auditing and copying.
The State shall take reasonable steps to protect from public disclosure any of the Records
which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute")
provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that
said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii)
designation of said records as exempt under the Statute is reasonable. Nothing contained
herein shall diminish, or in any way adversely affect, the State's right to discovery in any
pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s). Every
invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for payment for the
sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property
must include the payee's identification number. The number is any or all of the following: (i) the payee’s Federal
employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor
Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may
delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for
Payment, must give the reason or reasons why the payee does not have such number or numbers.
(b) Privacy Notification. (1) The authority to request the above personal information from a seller of goods or services
or a lessor of real or personal property, and the authority to maintain such information, is found in Section 5 of the State
Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for
which the information is collected is to enable the State to identify individuals, businesses and others who have been
delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by
the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax
administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the
purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property
covered by this contract or lease. The information is maintained in the Statewide Financial System by the Vendor
Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany,
New York 12236.
12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In
accordance with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a
written agreement or purchase order instrument, providing for a total expenditure in excess of
$25,000.00, whereby a contracting agency is committed to expend or does expend funds in
return for labor, services, supplies, equipment, materials or any combination of the foregoing, to
be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement
in excess of $100,000.00 whereby a contracting agency is committed to expend or does
expend funds for the acquisition, construction, demolition, replacement, major repair or
renovation of real property and improvements thereon; or (iii) a written agreement in excess of
$100,000.00 whereby the owner of a State assisted housing project is committed to expend or
does expend funds for the acquisition, construction, demolition, replacement, major repair or
renovation of real property and improvements thereon for such project, then the following shall
apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s
equal employment opportunity policy that:
(a) The Contractor will not discriminate against employees or applicants for employment
because of race, creed, color, national origin, sex, age, disability or marital status, shall make
and document its conscientious and active efforts to employ and utilize minority group
members and women in its work force on State contracts and will undertake or continue
existing programs of affirmative action to ensure that minority group members and women are
afforded equal employment opportunities without discrimination. Affirmative action shall mean
recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or
termination and rates of pay or other forms of compensation;
(b) at the request of the contracting agency, the Contractor shall request each employment
agency, labor union, or authorized representative of workers with which it has a collective
bargaining or other agreement or understanding, to furnish a written statement that such
Page 81 of 85
employment agency, labor union or representative will not discriminate on the basis of race,
creed, color, national origin, sex, age, disability or marital status and that such union or
representative will affirmatively cooperate in the implementation of the Contractor's obligations
herein; and
(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the
performance of the State contract, all qualified applicants will be afforded equal employment
opportunities without discrimination because of race, creed, color, national origin, sex, age,
disability or marital status.
Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over
$25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or
design of real property and improvements thereon (the "Work") except where the Work is for
the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services
unrelated to this contract; or (ii) employment outside New York State. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal law
concerning equal employment opportunity which effectuates the purpose of this section. The
contracting agency shall determine whether the imposition of the requirements of the provisions
hereof duplicate or conflict with any such federal law and if such duplication or conflict exists,
the contracting agency shall waive the applicability of Section 312 to the extent of such
duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and
regulations of the Department of Economic Development’s Division of Minority and Women's
Business Development pertaining hereto.
13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract
(including any and all attachments thereto and amendments thereof) and the terms of this
Appendix A, the terms of this Appendix A shall control.
14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York
except where the Federal supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late
payment shall be governed by Article 11-A of the State Finance Law to the extent required by
law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged
breach thereof, may not be submitted to binding arbitration (except where statutorily
authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New
York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil
Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by
registered or certified mail, return receipt requested. Service hereunder shall be complete upon
Contractor's actual receipt of process or upon the State's receipt of the return thereof by the
United States Postal Service as refused or undeliverable. Contractor must promptly notify the
State, in writing, of each and every change of address to which service of process can be
made. Service by the State to the last known address shall be sufficient. Contractor will have
thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies
and warrants that all wood products to be used under this contract award will be in accordance
with, but not limited to, the specifications and provisions of Section 165 of the State Finance
Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods,
unless specifically exempted, by the State or any governmental agency or political subdivision
or public benefit corporation. Qualification for an exemption under this law will be the
responsibility of the contractor to establish to meet with the approval of the State.
Page 82 of 85
In addition, when any portion of this contract involving the use of woods, whether supply or
installation, is to be performed by any subcontractor, the prime Contractor will indicate and
certify in the submitted bid proposal that the subcontractor has been informed and is in
compliance with specifications and provisions regarding use of tropical hardwoods as detailed
in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise,
the bid may not be considered responsive. Under bidder certifications, proof of qualification for
exemption will be the responsibility of the Contractor to meet with the approval of the State.
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates
that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take
lawful steps in good faith to conduct any business operations in Northern Ireland in accordance
with the MacBride Fair Employment Principles (as described in Section 165 of the New York
State Finance Law), and shall permit independent monitoring of compliance with such
principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize
opportunities for the participation of New York State business enterprises, including minority
and women-owned business enterprises as bidders, subcontractors and suppliers on its
procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
30 South Pearl St -- 7th Floor
Albany, New York 12245
Telephone: 518-292-5220
Fax: 518-292-5884
http://www.empire.state.ny.us
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
30 South Pearl St -- 2nd Floor
Albany, New York 12245
Telephone: 518-292-5250
Fax: 518-292-5803
http://www.empire.state.ny.us
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as
applicable, Contractors certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York
State Business Enterprises as suppliers and subcontractors, including certified minority and
women-owned business enterprises, on this project, and has retained the documentation of
these efforts to be provided upon request to the State;
(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261),
as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State
residents of employment opportunities on this project through listing any such positions with the
Job Service Division of the New York State Department of Labor, or providing such notification
in such manner as is consistent with existing collective bargaining contracts or agreements.
The Contractor agrees to document these efforts and to provide said documentation to the
State upon request; and
Page 83 of 85
(d) The Contractor acknowledges notice that the State may seek to obtain offset credits from
foreign countries as a result of this contract and agrees to cooperate with the State in these
efforts.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their
principal place of business is located in a country, nation, province, state or political subdivision
that penalizes New York State vendors, and if the goods or services they offer will be
substantially produced or performed outside New York State, the Omnibus Procurement Act
1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be
denied contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of
discriminatory jurisdictions subject to this provision includes the states of South Carolina,
Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of
Economic Development for a current list of jurisdictions subject to this provision.
22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND
NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State
Information Security Breach and Notification Act (General Business Law Section 899-aa; State
Technology Law Section 208).
23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If this is a contract for
consulting services, defined for purposes of this requirement to include analysis, evaluation,
research, training, data processing, computer programming, engineering, environmental,
health, and mental health services, accounting, auditing, paralegal, legal or similar services,
then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter
10 of the Laws of 2006), the Contractor shall timely, accurately and properly comply with the
requirement to submit an annual employment report for the contract to the agency that
awarded the contract, the Department of Civil Service and the State Comptroller.
24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as
defined by
State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies
and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and
139-k are complete, true and accurate. In the event such certification is found to be
intentionally false or intentionally incomplete, the State may terminate the agreement by
providing written notification to the Contractor in accordance with the terms of the agreement.
25. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING
USE TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS.
To the extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor
fails to make the certification required by Tax Law Section 5-a or if during the term of the
contract, the Department of Taxation and Finance or the covered agency, as defined by Tax
Law 5-a, discovers that the certification, made under penalty of perjury, is false, then such
failure to file or false certification shall be a material breach of this contract and this contract
may be terminated, by providing written notification to the Contractor in accordance with the
terms of the agreement, if the covered agency determines that such action is in the best
interest of the State.
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State of Washington
To be inserted.
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