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16 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS <br />A. GENERAL TERMS, CONDITIONS & INSTRUCTIONS <br /> <br />1. ACCEPTANCE OF TERMS AND CONDITIONS The contents of the RFP and the response of the successful <br />responder will become Master Agreement contractual obligations, along with the final Master Agreement, if acquisition <br />action ensues. A statement of acceptance of the proposed Contract Terms and Conditions, unless taken exception to, <br />as specified in the RFP must be included in the response. Any suggestions for alternate language shall be presented. <br />The Lead State is under no obligation to accept wording changes submitted by the responder. The Lead State is <br />solely responsible for rendering decisions in matters of interpretation on all terms and conditions. Any response which <br />fails to comply with this requirement may be disqualified as nonresponsive. <br /> <br />All general proposal terms, specifications and WSCA-NASPO Terms & Conditions form a part of this RFP and will <br />apply to any Master Agreements entered into as a result thereof. <br /> <br />2. CONFLICT OF TERMS/ORDER OF PRECEDENCE: <br />1. A Participating Entity’s Participating Addendum (“PA”); <br />2. Minnesota WSCA-NASPO Master Agreement (includes negotiated Terms & Conditions) <br />3. The Solicitation; and <br />4. Accepted portions of Contract Vendor's response to the Solicitation, as modified in any proposal revisions (if <br />permitted) <br /> <br />These documents shall be read to be consistent and complementary. Any conflict among these documents shall be <br />resolved by giving priority to these documents in the order listed above. Contract Vendor terms and conditions that <br />apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing <br />and attached to the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, <br />including terms and conditions listed in the Contract Vendor’s response to the Solicitation, or terms listed or <br />referenced on the Contract Vendor's website, in the Contract Vendor quotation/sales order or in similar documents <br />subsequently provided by the Contract Vendor. The solicitation language prevails unless a mutually agreed exception <br />has been negotiated. <br /> <br />3. ADDENDA TO THE RFP. Any addendum issued will become a part of the RFP. The Lead State may modify or clarify <br />the RFP by issuing one or more addenda to all parties who have received the RFP. Each responder must follow the <br />directions on the addendum. Addenda will be numbered consecutively in the order they are issued. <br /> <br />4. AWARD. The award of this solicitation will be based upon the total accumulated points as established in the RFP, for <br />separate items, by grouping items, or by total lot, and where at its sole discretion the Lead State believes it will <br />receive the best value. The Lead State reserves the right to award this solicitation to a single responder, or to multiple <br />responders, whichever is in the best interest of the Lead State. It is the State’s intent to award to multiple responders. <br />The Lead State reserves the right to accept all or part of an offer, to reject all offers, to cancel the solicitation, or to re- <br />issue the solicitation, whichever is in the best interest of the Lead State. <br /> <br /> The Sourcing Team will make a recommendation on the award of this RFP. The commissioner of Administration or <br />designee may accept or reject the recommendation of the Sourcing Team. The final award decision will be made by <br />the Commissioner of Administration and the WSCA-NASPO Management Board. <br /> <br />5. CLARIFICATION. If a responder discovers any significant ambiguity, error, conflict, discrepancy, omission, or other <br />deficiency in the RFP, the responder shall immediately notify the Acquisition Management Specialist in writing, as <br />specified in the introduction, of such error and request modification or clarification of the document. This notification is <br />due no later than seven calendar days prior to the proposal due date and time. <br /> <br />Responders are cautioned that any activity or communication with a State employee or officer, or a member of the <br />Evaluation Team, regarding this Solicitation’s contents or process, is strictly prohibited and may, as a result, have its <br />response rejected. Any communication regarding this Solicitation, its content or process, must be directed to the <br />Acquisition Management Specialist listed in the Solicitation documents. <br />