Common use of CONTRACT TERMS AND CONDITIONS Clause in Contracts

CONTRACT TERMS AND CONDITIONS. The contract between an agency and a contractor will follow the format specified by the Agency and contain the terms and conditions set forth in the attached Sample Contract. However, the contracting agency reserves the right to negotiate with any Offeror provisions in addition to those contained in this RFP (Sample Contract). The contents of this RFP, as revised and/or supplemented, and the successful Offeror’s proposal will be incorporated into and become part of any resultant contract. The Lead State discourages exceptions to contract terms and conditions in the RFP, attached Participating Entity terms and conditions (if any), and the WSCA-NASPO Master Agreement Terms and Conditions. Exceptions may cause a proposal to be rejected as nonresponsive when, in the sole judgment of the Lead State (and its Sourcing Team), the proposal appears to be conditioned on the exception or correction of what is deemed to be a deficiency or unacceptable exception would require a substantial proposal rewrite to correct. Offerors should identify or seek to clarify any problems with contract language or any other document contained within this RFP through their written inquiries about the RFP using the question and answer process in Section 1. Moreover, Offerors are cautioned that award may be made on receipt of initial proposals without clarification or an opportunity for discussion, and the nature of exceptions would be evaluated. Further, the nature of exceptions will be considered in the competitive range determination if one is conducted. Exceptions will be evaluated to determine the extent to which the alternative language or approach poses unreasonable, additional risk to the state, is judged to inhibit achieving the objectives of the RFP, or whose ambiguity makes evaluation difficult and a fair resolution (available to all vendors) impractical given the timeframe for the RFP. Offerors must submit with the proposal a complete set of any additional terms and conditions they expect to have included in a contract negotiated with the Agency.

CONTRACT TERMS AND CONDITIONS. The contract between an a procuring agency and a contractor will follow the format specified by the Agency Lead State and contain the terms and conditions set forth in the attached Sample ContractNASPO ValuePoint Master Agreement Terms and Conditions and the Lead State Participating Addendum. However, the contracting procuring agency reserves the right to negotiate with any Offeror provisions in addition to those contained in this RFP (Sample Contract)with any Offeror. The contents of this RFP, as revised and/or supplemented, and selected portions of the successful Offeror’s proposal will may be incorporated into and become part of any resultant contract. The Lead State discourages exceptions to from the contract terms and conditions as set forth in the RFP, attached Participating Entity terms and conditions (if any), and the WSCA-NASPO Master Agreement Terms and ConditionsAgreement. Exceptions Such exceptions may cause a proposal to be rejected as nonresponsive when, in the sole judgment of the Lead State (and its Sourcing Teamevaluation team), the proposal appears to be conditioned on the exception exception, or correction of what is deemed to be a deficiency deficiency, or an unacceptable exception is proposed which would require a substantial proposal rewrite to correct. Offerors should identify or seek Should an Offeror object to clarify any problems with contract language or any other document contained within this RFP through their written inquiries about of the terms and conditions as set forth in the RFP using strongly enough to propose alternate terms and conditions in spite of the question and answer process in Section 1. Moreover, Offerors are cautioned that award may be made on receipt of initial proposals without clarification or an opportunity for discussion, and the nature of exceptions would be evaluated. Furtherabove, the nature Offeror must propose specific alternative language. The Lead State may or may not accept the alternative language. General references to the Offeror’s terms and conditions or attempts at complete substitutions of exceptions the Master Agreement are not acceptable to the Lead State and will result in disqualification of the Offeror’s proposal. Offerors must provide a brief discussion of the purpose and impact, if any, of each proposed change followed by the specific proposed alternate wording. If an Offeror fails to propose any alternate terms and conditions during the procurement process (the RFP process prior to selection as successful Offeror), no proposed alternate terms and conditions will be considered in later during the competitive range determination if one is conductednegotiation process. Exceptions will be evaluated Failure to determine the extent to which the alternative language or approach poses unreasonable, additional risk to the state, is judged to inhibit achieving the objectives of the RFP, or whose ambiguity makes evaluation difficult and a fair resolution (available to all vendors) impractical given the timeframe for the RFP. Offerors must submit with the proposal a complete set of any additional propose alternate terms and conditions they expect during the procurement process (the RFP process prior to have included in a contract negotiated with selection as successful Offeror) is an explicit agreement by the AgencyOfferor that the contractual terms and conditions contained herein are accepted by the Offeror.

CONTRACT TERMS AND CONDITIONS. In additions to the Terms and Conditions listed verbatim in this RFP, the Terms and Conditions contained in the Services Contract/Agreement (herein after referred to as Sample Agreement) are equally applicable to this solicitation/procurement process, and are incorporated herein and made a part of this RFP to the same extent as if they have been set out verbatim. A PDF Version of the Sample Agreement is located at, and Contractors participating in this RFP process, shall obtain a copy from: xxxx://xxx.xxxxx.xxx.. The contract between an agency a District and a contractor will follow the format specified by the Agency District and contain the terms and conditions set forth in the attached Sample ContractAgreement. However, the contracting agency District reserves the right to negotiate with any Offeror provisions in addition to those contained in this RFP (Sample Contract)Agreement with any Offeror. The contents of this RFP, as revised and/or supplemented, and the successful Offeror’s proposal will be incorporated into and become part of any resultant contract. The Lead State District discourages exceptions to from the contract terms and conditions as set forth in the RFP, attached Participating Entity terms this RFP and conditions (if any), and the WSCA-NASPO Master Agreement Terms and ConditionsSample Agreement. Exceptions Such exceptions may cause a proposal to be rejected as nonresponsive when, in the sole judgment of the Lead State (and its Sourcing Team)Evaluation Committee or the Procurement Manager, the proposal appears to be conditioned on the exception exception, or correction of what is deemed to be a deficiency deficiency, or an unacceptable exception is proposed which would require a substantial proposal proposal/contract rewrite to correct. Offerors should identify or seek Should an Offeror object to clarify any problems with contract language or any other document contained within this RFP through their written inquiries about of the terms and conditions as set forth in the RFP using Sample Agreement strongly enough to propose alternate terms and conditions in spite of the question and answer process in Section 1. Moreover, Offerors are cautioned that award may be made on receipt of initial proposals without clarification or an opportunity for discussion, and the nature of exceptions would be evaluated. Furtherabove, the nature Offeror must propose specific alternative language. The Evaluation Committee or Procurement Manager may or may not accept the alternative language. General references to the Offeror’s terms and conditions or attempts at complete substitutions of exceptions the Sample Agreement are not acceptable to and will result in disqualification of the Offeror’s proposal. Offerors must provide a brief discussion of the purpose and impact, if any, of each proposed change followed by the specific proposed alternate wording. If an Offeror fails to propose any alternate terms and conditions during the procurement process (the RFP process prior to selection as successful Offeror), no proposed alternate terms and conditions will be considered later during the negotiation process. Failure to propose alternate terms and conditions during the procurement process (the RFP process prior to selection as successful Offeror) is an explicit agreement by the Offeror that the contractual terms and conditions contained herein are accepted by the Offeror. The District may accept any item or group of items of an offer, unless the Offeror qualifies the offer by specific limitations. Unless otherwise provided in the competitive range determination if one is conducted. Exceptions will be evaluated to determine the extent to which the alternative language or approach poses unreasonable, additional risk to the state, is judged to inhibit achieving the objectives of the RFP, or whose ambiguity makes evaluation difficult and offers may not be submitted for quantities less than those specified. The District reserves the right to make awards to multiple contractors on any item for a fair resolution (available to all vendors) impractical given quantity less than the timeframe for quantity offered, at the RFP. Offerors must submit with unit prices offered, unless the proposal a complete set of any additional terms and conditions they expect to have included Offeror specifies otherwise in a contract negotiated with the Agencyoffer.

CONTRACT TERMS AND CONDITIONS. The contract between an agency Contract that the Agency expects to award as a result of this RFP shall comprise the specifications, terms and a contractor will follow conditions of the format specified RFP, written clarifications or changes made in accordance with the provisions of the RFP, the General Terms and Conditions, the offer of the successful Respondent contained in its Proposal, and any other terms deemed necessary by the Agency. No objection or amendment by a Respondent to the provisions or terms and conditions of the RFP or the General Terms and Conditions shall be incorporated into the Contract unless Agency has explicitly accepted the Respondent’s objection or amendment in writing. The General Terms and contain Conditions will be incorporated into the Contract. The General Terms and Conditions may be supplemented at the time of contract execution and are provided to enable Respondents to better evaluate the costs associated with the RFP specifications and the Contract. All costs associated with complying with these specifications should be included in any pricing quoted by the Respondent. By submitting a Proposal, Respondent acknowledges its acceptance of the terms and conditions of the RFP and the General Terms and Conditions without change except as otherwise expressly stated in its Proposal. If the Respondent takes exception to a provision, it must identify it by page and section number, state the reason for the exception, and set forth in its Proposal the attached Sample Contractspecific RFP or General Terms and Conditions language it proposes to include in place of the provision. HoweverIf Respondent’s exceptions or proposed responses materially alter the RFP, or if the Respondent submits its own terms and conditions or otherwise fails to follow the process described herein, the contracting agency Agency may reject the Proposal, in its sole discretion. The Agency reserves the right to negotiate either award a Contract(s) without further negotiation with any Offeror provisions in addition to those contained in this RFP (Sample Contract). The contents of this RFP, as revised and/or supplemented, and the successful Offeror’s proposal will be incorporated into and become part of any resultant contract. The Lead State discourages exceptions Respondent or to contract negotiate Contract terms and conditions in with the RFP, attached Participating Entity terms and conditions (successful Respondent if any), and the WSCA-NASPO Master Agreement Terms and Conditions. Exceptions may cause a proposal to be rejected as nonresponsive when, in the sole judgment best interests of the Lead State (and its Sourcing Team), the proposal appears to be conditioned on the exception or correction of what is deemed to be a deficiency or unacceptable exception would require a substantial proposal rewrite to correct. Offerors should identify or seek to clarify any problems with contract language or any other document contained within this RFP through their written inquiries about the RFP using the question and answer process in Section 1. Moreover, Offerors are cautioned that award may be made on receipt of initial proposals without clarification or an opportunity for discussion, and the nature of exceptions would be evaluated. Further, the nature of exceptions will be considered in the competitive range determination if one is conducted. Exceptions will be evaluated to determine the extent to which the alternative language or approach poses unreasonable, additional risk to the state, is judged to inhibit achieving the objectives of the RFP, or whose ambiguity makes evaluation difficult and a fair resolution (available to all vendors) impractical given the timeframe for the RFP. Offerors must submit with the proposal a complete set of any additional terms and conditions they expect to have included in a contract negotiated with the Agencyserved.