7570223235BaseContract.pdf

AGREEMENT FOR

ASSISTIVE TECHNOLOGY

FOR PERSONS WITH DISABILITIES (STATEWIDE)

BY AND BETWEEN

NEW YORK STATE

OFFICE OF GENERAL SERVICES

AND

CONTRACT NUMBER _____________

Corning Tower, Empire State Plaza, Albany, NY 12242 | https://ogs.ny.gov/procurement | customer.services@ogs.ny.gov | 518-474-6717

GROUP 75702 – Assistive Technology for Persons with Disabilities (Statewide) PAGE 2

Contract # ___________________

1. INTRODUCTION

1.1 Overview

1.2 Estimated Quantities

1.3 NYS Comptroller Approval

1.4 Definitions

1.5 Appendices and Attachments

1.6 Conflict of Terms

2. SCOPE

2.1 Lots Overview

2.2. Lot 1 - Assistive Technology Products:

2.3 Lot 2 - Integrated Microcomputer Systems (IMS):

2.4 Excluded Products

3. PROCUREMENT INSTRUCTIONS FOR AUTHORIZED USERS

4. TERMS AND CONDITIONS

4.1 Contract Term and Extensions

4.2 Short term Extension

4.3 Price

4.4 Price Updates

4.5 Pricelist Format

4.6 Contractor’s Submission of Contract Updates

4.7 Cover Letters

4.8 CPI Price Update

4.9 Best Pricing Offer

4.10 Price Structure

4.11 Volume Discounts

4.12 Ordering

4.13 Purchasing Card Orders

4.14 Minimum Order

4.15 Invoicing and Payment

4.16 Product Delivery

4.17 Product Returns and Exchanges

4.18 Unanticipated Excessive Purchase

4.19 Contract Administration

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4.20 NYS Financial System (SFS)

4.21 Web-Based Ordering

4.22 Accessibility of Web-Based Information and Applications Policy

4.23 Americans with Disabilities Act (ADA)

4.24 Web-Based OMS

4.25 Insurance

4.26 Report of Contract Usage

4.27 Contractor Requirements and Procedures for Business Participation Opportunities for NYS Certified Minority- and Women-Owned Business Enterprises and Equal Employment Opportunities for Minority Group Members and Women

4.28 Participation Opportunities For New York State Certified Service-Disabled Veteran Owned Businesses …………………………………………………………………………………………………………………………………………………………33

4.29 Use of Recycled or Remanufactured Materials

4.30 Bulk Delivery and Alternate Packaging

4.31 Surplus/Take-Back/Recycling

4.32 Environmental Attributes and NYS Executive Order Number 4

4.33 Consumer Products Containing Mercury

4.34 Diesel Emission Reduction Act

4.35 Overlapping Contract Products

4.36 Preferred Source Products

4.37 NYS Vendor Responsibility

4.38 NYS Tax Law Section 5-a

4.39 “OGS or Less” Guidelines

4.40 Non-State Agencies Participation in Centralized Contracts

4.41 Extension of Use

4.42 Resellers

4.43 New Accounts

4.44 Centralized Contract Modifications

4.45 Drug and Alcohol Use Prohibited

4.46 Traffic Infractions

4.47 Instruction Manuals and Documentation

4.48 Third Party Products

4.49 Performance and Bid Bonds

4.50 Supplier/Manufacturer’s Certificate

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4.51 Periodic Recruitment

5. GENERAL PROVISIONS

5.1 Notices

5.2 Captions

5.3 Severability

5.4 Counterparts

5.5 Entire Agreement

APPENDICES

Appendix A – Standard Clauses for NYS Contracts (October 2019)

Appendix B – General Specifications (April 2016)

Appendix C – Contract Modification Procedure

Appendix D – Federal Emergency Management Agency (FEMA) Terms and Conditions

ATTACHMENTS

Attachment 1 – Pricing

Attachment 2 – Insurance Requirements

Attachment 3 – Report of Contract Usage

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STATE OF NEW YORK

OFFICE OF GENERAL SERVICES

AGREEMENT # _________

CENTRALIZED CONTRACT FOR THE ACQUISITION OF

ASSISTIVE TECHNOLOGY FOR PERSONS WITH DISABILITIES (STATEWIDE)

THIS AGREEMENT (hereinafter the “Contract” or the “Agreement”) is made this ____ day of _________, 2021, by and between the People of the State of New York, acting by and through the Commissioner of the Office of General Services (OGS), whose office is on the 36th Floor, Corning Tower, Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242 (hereinafter referred to as the “State” or “OGS”) and ________________, having its principal place of business at ________________ (hereinafter referred to as the “Contractor”). OGS and the Contractor are collectively referred to as the “Parties.”

WHEREAS, OGS is statutorily authorized to enter into centralized contracts for commodities and services for use by New York State agencies, departments, public authorities, political subdivisions and any other entities authorized by statute to utilize its centralized contracts (hereinafter “Authorized Users”); and

WHEREAS, OGS has identified a need by New York State agencies and other Authorized Users for Assistive Technology for Persons with Disabilities (Statewide), as further described herein; and

WHEREAS, OGS conducted a procurement to identify the bidder(s) which could provide the Assistive Technology for Persons with Disabilities (Statewide), referred to as IFB #23235 (hereinafter the “IFB” or the “Solicitation”), which was advertised on May 14, 2021 in the New York State Contract Reporter, as required by New York State Economic Development Law; and

WHEREAS, awards were made to Contractors who are able to meet the terms and conditions of the Solicitation, and

WHEREAS, the State has determined that the Contractor is a responsible vendor; and that the Contractor is willing to provide the commodities set forth herein under the terms and conditions contained herein;

NOW THEREFORE, in consideration of the terms hereinafter mentioned and also the mutual covenants and obligations moving to each party hereto from the other, the Parties hereby agree as follows:

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1. INTRODUCTION

1.1 Overview

This Contract is for the acquisition of Assistive Technology and Related Services for Persons with Disabilities as specified in Section 2 – Scope , Table 1 – Lots and Disability Groups for all Authorized Users eligible to purchase through this Contract.

When making purchases from this Contract, Authorized Users shall procure products and services that best meet their form, function and utility requirements. Authorized Users are encouraged to obtain quotes from all eligible contractors prior to making a purchase. Pursuant to State Finance Law 163(10)(c), at the time of purchase, Authorized Users shall base their selection among multiple contracts upon which is the most practical and economical alternative that is in the best interests of the State.

Terms used in this Contract shall have the meanings set forth in this Contract and Appendix B.

1.2 Estimated Quantities

This Contract is an estimated quantity Contract. No specific quantities are represented or guaranteed, and the State provides no guarantee of individual Authorized User participation. The Contractor must furnish all quantities actually ordered at or below the Contract prices. The individual value of each this Contract is indeterminate and will depend upon the number of Contracts issued and the competitiveness of the pricing offered. Authorized Users will be encouraged to purchase from Contractors who offer the Products and pricing that best meet their needs in the most practical and economical manner. See Appendix B, Estimated/Specific Quantity Contracts and Participation in Centralized Contracts.

Numerous factors could cause the actual quantities of Products purchased under this Contract to vary substantially from the estimates in the Solicitation. Such factors include, but are not limited to, the following:

1. Such Contracts may be non-exclusive Contracts.

2. There is no guarantee of quantities to be purchased, nor is there any guarantee that demand will continue in any manner consistent with previous purchases.

3. The individual value of each Contract is indeterminate and will depend upon actual Authorized User demand and actual quantities ordered during the contract period.

4. The State reserves the right to terminate any Contract for cause or convenience prior to the end of the term pursuant to the terms and conditions of the Contract.

5. Contract pricing that is lower than anticipated could result in a higher quantity of purchases by Authorized Users than anticipated.

6. Contract pricing that is higher than anticipated could result in a lower quantity of purchases by Authorized Users than anticipated.

Contractor acknowledges the foregoing and agrees that actual good faith purchasing volumes during the term of this Contract could vary substantially from the estimates provided in this Solicitation.

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1.3 NYS Comptroller Approval

Pursuant to the Memorandum of Understanding (“MOU”) dated August 15, 2019 between the Offices of the New York State Governor Andrew M. Cuomo (“Executive”), New York State Comptroller Thomas P.

DiNapoli (“OSC”), the State University of New York (“SUNY), the State University of New York Construction Fund (“SUCF”), the City University of New York (“CUNY”), and the City University of New York Construction Fund (“CUCF”), procurement documents and contracts awarded under the Solicitation shall have no force and effect and the State bears no liability unless such procurement documents and contracts awarded under the Solicitation are approved by OSC or the pertinent pre-audit review period under the MOU has elapsed.

1.4 Definitions

Capitalized terms used in this Contract shall be defined in accordance with Appendix B, Definitions, or as below.

AFFILIATE Any individual or other legal entity, (including but not limited to sole proprietor, partnership, limited liability company, firm or corporation) that effectively controls another company in which (a) the Contractor owns more than 50% of the ownership; or (b) any individual or other legal entity which owns more than 50% of the ownership of the Contractor. In addition, if a Contractor owns less than 50% of the ownership of another legal entity, but directs or has the right to direct such entity’s daily operations, that entity will be an Affiliate.

AGENCY OR AGENCIES The State of New York, acting by or through one or more departments, boards, commissions, offices or institutions of the State of New York.

ASSISTIVE TECHNOLOGY PRODUCTS Lot 1, Assistive Technology Products, includes Technology Products (items that are either electronic or computerized, or designed to be used with a product that is electronic or computerized) designed, adapted or configured for one or more of the following three Disability Groups: (1) Blindness & Low-Vision; (2) Deaf & Hard of Hearing; and (3) Cognitive & Communicative Disabilities. .

ATTORNEY GENERAL Attorney General of the State of New York.

BIDDER/OFFERER Any individual or other legal entity (including but not limited to sole proprietor, partnership, limited liability company, firm or corporation) which submits a Bid in response to a Bid Solicitation. The term Bidder shall also include the term “offeror.” In the case of negotiated Contracts, “Bidder” shall refer to the “Contractor.”

BUSINESS DAY shall refer to Monday through Friday from 8:00 AM – 5:00 PM ET, excluding NYS Holidays and federal holidays.

COMPTROLLER Comptroller of the State of New York.

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CLOUD BASED SERVICES Any Service sold as an off premise offering and having one or more of the following characteristics:

(a) Authorized User Data is collected, acted upon, or stored on Hardware not owned by an Authorized User;

(b) Allows a Contractor access to Authorized User Data from a location other than the Authorized User’s premises;

(c) the offering is based entirely in a virtual environment accessed by the Authorized User through the internet.

CLOUD SOLUTION Any Product or Service sold as an “as a service” offering and has one or more of the following characteristics:

(a) Authorized User Data is collected, acted upon, or stored on Hardware not owned by an Authorized User;

(b) Allows a Contractor access to Authorized User Data from a location other than the Authorized User’s premises;

(c) the offering is based entirely in a virtual environment accessed by the Authorized User through the internet.

HARDWARE MAINTENANCE Services that protect the computer hardware including fixes and upgrades.

This includes extended warranty services such as on-site maintenance (Contractor will dispatch a Contractor representative to Agency or Authorized User’s site) or depot repair services (Contractor will designate a site for pickup and delivery of hardware for maintenance services).

INTEGRATED MICROCOMPUTER SYSTEM (IMS) Lot 2 A laptop, desktop, or tablet personal microcomputer that has been modified via integration of Assistive Technology devices (hardware and software) for one or more of the following three Disability Groups: (1) Blindness & Low-Vision; (2) Deaf & Hard of Hearing; and (3) Cognitive & Communicative Disabilities. The IMS is sold as a complete, ready to use, “plug and play” system that may also include a printer and scanner, and must meet the form, function and utility of the Authorized User. Attachment 1 – Pricing includes one example IMS configuration and does not reflect predetermined volume purchases by an Authorized User.

MANUFACTURER shall refer to an organization or business entity that creates, makes, processes, or fabricates a product or something of value, which changes a raw material or commodity from one form to another or creates a new product of commodity.

MAY shall refer to the permissive in a contract clause of specification. “May” does not mean “required.”

MICROCOMPUTER Computer(s) that uses a microprocessor for its central processing unit, including but not limited to: desktop computers, laptop computers and personal computers.

MULTIPLE AWARD A determination and award of a Contract in the discretion of the Commissioner to more than one responsive and responsible Bidder who meets the requirements of a specification, where the multiple award is made on the grounds set forth in the Bid Document in order to satisfy multiple factors and needs of Authorized Users (e.g., complexity of items, various manufacturers, differences in performance required to accomplish or produce required end results, production and distribution facilities, price, compliance with delivery requirements, geographic location or other pertinent factors).

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MUST shall refer to the imperative in a contract clause or specification. “Must” is synonymous with “required.”

MWBE shall refer to a business certified with NYS Empire State Development (“ESD”) as a Minority-and/or Women-owned Business Enterprise.

NYS VENDOR ID is a unique ten-character identifier issued by the NYS Office of the State Comptroller (OSC) when the vendor is registered on the Vendor File System.

PREFERRED SOURCE PRODUCTS shall refer to those Products that have been approved in accordance with New York State Finance Law § 162.

PREFERRED SOURCE PROGRAM shall refer to the special social and economic goals set by New York State in State Finance Law § 162 that require a governmental entity purchase select Products from designated organizations when the Products meet the “form, function and utility” requirements of the governmental entity. Under State Finance Law § 163, purchases of Products from Preferred Sources are given the highest priority and are exempt from the competitive bidding requirements. The New York State Preferred Sources include: The Correctional Industries Program of the Department of Corrections and Community Supervision (“Corcraft”); New York State Preferred Source Program for People Who Are Blind (“NYSPSP”); and the New York State Industries for the Disabled (“NYSID”). These requirements apply to a state agencies, political subdivisions and public benefit corporations (including most public authorities).

PROCUREMENT RECORD Documentation by the Authorized User of the decisions made and approach taken during the procurement process and during the contract term.

PROCUREMENT SERVICES shall refer to a business unit of OGS, formerly known as New York State Procurement (“NYSPro”) and Procurement Services Group (“PSG”).

RELATED SOFTWARE Software that is related to the Assistive Technology Lots and Disability Groups listed in the Section 2 - Scope Table 1- Lots and Disability Types, and is either (a) required for hardware setup, or to take full advantage of all features of hardware acquired under this Contract; (b) Operating system software purchased with or included with the Integrated Microcomputer System (IMS) purchase, such as Windows, UNIX, Linux and Apple OS; (c)Third Party Software that meets the requirements of Section 2 – Scope, and has been pre-approved by OGS for inclusion in the Contract pricelist ; or (d)Assistive Technology software designed for use by persons with disabilities . The above categories (a) and (b) must be acquired and delivered at the time of the hardware purchase. Category (c), Third Party Software, must also be acquired and delivered at the time of the hardware purchase, unless the software can also be classified as category (d), Assistive Technology software.

RESELLER is a company or individual (merchant) that purchases goods or services with the intention of selling them rather than consuming or using them

SDVOB shall refer to a NYS-certified Service-Disabled Veteran-Owned Business

SHALL refers to the imperative in a contract clause or specification. “Shall” is synonymous with “required.”

TECHNOLOGY PRODUCTS include items that are either electronic or computerized, or designed to be used with a Product that is electronic or computerized.

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WEB-BASED ORDER MANAGEMENT SYSTEM (OMS) is an electronic system accessible via the internet which tracks sales, inventory, orders and order fulfillment.

1.5 Appendices and Attachments

The following appendices and attachments, attached hereto, are hereby expressly made a part of this Contract as fully as if set forth at length herein.

Appendix A – Standard Clauses for NYS Contracts (October 2019)

Appendix B – General Specifications (April 2016)

Appendix C – Contract Modification Procedure

Appendix D – FEMA Terms and Conditions

Attachment 1 – Pricing

Attachment 2 – Insurance Requirements

Attachment 3 – Report of Contract Usage

1.6 Conflict of Terms

Conflicts among the documents shall be resolved in the following order of precedence:

1. Appendix A, Standard Clauses for New York State Contracts;

2. This Contract;

3. Appendix B, General Specifications;

4. All other appendices and attachments to this Contract;

2. SCOPE

2.1 Lots Overview

OGS reserves the right, at its sole discretion, to expand or limit the types of products in the list below, to deny the inclusion of any products or services, or require the removal of previously approved products or services. To the extent that the Contractor’s price list includes products or services which overlap other OGS Centralized contracts, OGS reserves the right, in its sole judgment:

1. to exclude or delete overlapping items from this Contract, or

2. to include items of a similar nature from other OGS contracts so long as they have a designation indicating they have been integrated for use with Assistive Technology products. Integrated items like printers and scanners will not be considered part of the excluded product list as specified in Section 2.4 – Excluded Products. and must be marked with a separate item name and description of “for integrated Assistive Technology” to distinguish between them and similar products on the excluded list.

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Table 1 – Lots and Disability Groups

Details and applicable terms and conditions for the Lots listed in Table 1 above, as well as Excluded Items are further described as follows:

2.2. Lot 1 - Assistive Technology Products:

Adaptive Technology Products (as defined in Section 1.4 – Definitions) include hardware, related software, and related services and may be sold as individual items. Assistive Technology Products, includes the following Products and Services, and a Contractor offering products in this Lot is subject to the following Terms and Conditions:

1. Hardware: Assistive Technology Products for persons with disabilities, included in the Contractor’s US commercial price list. Product types include, but are not limited to, those listed in Table 1.

2. Related Software:

Related Software (as defined in Section 1.4 – Definitions) must be in a format that does not require any conversion by the Authorized User. Related software includes the following four types of software:

Lots

Disability Groups

1) Blind & Low Vision

2) Deaf & Hard of Hearing

3) Cognitive & Communication Disabilities

1) Assistive Technology Products

Closed circuit televisions (CCTVs) (desktop, portable, head mounted & handheld);

screen magnifiers & readers;

optical character recognition (OCR) with speech software;

braille display, translation software, printers/ embossers, keyboard notetakers; and related services.

Personal amplification systems;

amplifier & amplifier telephone;

computer assisted notetaking (computer assisted or speech recognition technology), closed captioning decoders; and related services.

Computer cursor control interface; computer keyboard modifications; head wands, mouth sticks; communication boards & software; and related services.

2) Integrated Microcomputer Systems (IMS)

Laptop computer with screen reader and refreshable braille.

Desktop computer with speech and scanner/reader.

Tablet computer with touch screen and screen reader.

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a. Software required for hardware setup, or to take full advantage of all features of hardware acquired under this contract.

b. Operating system software purchased with or included with the Integrated Microcomputer System (IMS) purchase, such as Windows, UNIX, Linux and Apple OS.

c. Third Party Software that meets the requirements of Section 4.48 – Third Party Products, and has been pre-approved by OGS for inclusion in the Contract pricelist.

d. Assistive Technology software designed for use by persons with disabilities, including, but not limited to, those listed in the table above.

The above categories (a) and (b) must be acquired and delivered at the time of the hardware purchase. Category (c), Third Party Software, must also be acquired and delivered at the time of the hardware purchase, unless the software can also be classified as category (d), Assistive Technology software.

Related Software offered under this Contract shall be licensed in accordance with the software developer’s standard license and warranty terms, or the terms provided in Appendix B, whichever is more favorable to the Authorized User. Additionally, operating system software shall be licensed in accordance with the terms and conditions offered on the software developer’s direct NYS software Contract, if available. License and warranty terms shall be furnished to Authorized User at time of purchase in either hard copy or electronic form. Notwithstanding the foregoing, warranty coverage for Related Software must start at the same time as the Product warranty period set forth in this Contract, (see Appendix B, Clause 54 i, Additional Warranties). Any costs associated with this requirement shall be borne by the Contractor.

3. Related Services:

Authorized Related Services may be acquired directly from Contractor under this Contract at the rates specified in Attachment 1 – Pricing . Unless otherwise noted in Attachment 1 - Pricing, fees for these Services are not included in the Product price. Only Services with fees listed in Attachment 1 – Pricing can be obtained using the Contract. The authorized Related Services are as follows: (a) Hardware Maintenance/Support; (b) Related Software Maintenance; (c) Installation/Configuration; and (d) Professional Services.

a. Hardware Maintenance/Support: Extended warranty and Remote Administration Services to maintain/support the Assistive Technology Hardware, including but not limited to fixes and upgrades, are authorized under this category. The Contractor agrees that malfunctions that cannot be immediately diagnosed and pinpointed to a certain piece of equipment will require the participation of the Contractor until the problem resolution and responsibility is identified. In accordance with Appendix B, Clause 61, Product Acceptance, Product warranty shall become effective upon Acceptance of the Product. While under Hardware Maintenance, Contractor shall maintain the Product so as to provide Authorized User with the ability to utilize the Product without significant functional downtime to the Authorized User’s ongoing business operations in accordance with the terms and conditions of the applicable service descriptions.

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i. Extended warranty services: An Authorized User may elect to obtain extended warranty services, which includes those options made available by the manufacturer in its normal course of business and which are routinely included as options in its commercial price list and listed in Attachment 1 - Pricing. Extended warranty services may include on-site maintenance (Contractor will dispatch a Contractor representative to Agency or Authorized User’s site) or depot repair services (Contractor will designate a site for pick up and delivery of hardware for maintenance services).

ii. Remote Administration Services: Attachment 1 – Pricing must include a description of any Remote Administration Service arrangements if provided with the Product. The description must include the frequency of the remote access and the resulting data. Connections to networks must be performed in a manner prescribed by an Authorized User to preserve the integrity of the network, confidentiality and integrity of information transmitted over that network, and the availability of the network.

iii. The Contractor shall furnish the Authorized User with a warranty repair service sheet for all service requests upon completion of the services to include:

1) Date and time notified;

2) Date and time of arrival;

3) Description of malfunction reported;

4) Diagnosis of failure and work performed;

5) Date and time failure was corrected;

6) Charges for the service, if applicable; and

7) Name of person performing the service.

b. Related Software maintenance: Unless otherwise provided by written agreement between the Contractor and User, maintenance offered shall include, at a minimum, (i) the provision of Error Corrections, updates, enhancements, revisions, patches, and upgrades to the User, and (ii) help desk assistance at no additional cost, either by toll-free telephone or on-line functionality. See Appendix B, Clause 60 d, Product Technical Support & Maintenance, for full details.

c. Installation/Configuration Services: Installation/Configuration Services may include moving equipment to its final location, uncrating, assembling, fully integrating products into the Authorized User's environment, adjusting, connecting all services and leaving ready to operate to the full extent of its design capabilities. See Appendix B, Clause 37, Installation.

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When configuring equipment to an Authorized User’s Microcomputer, Services may include, but are not limited to, the following:

i. Hardware Set-Up (install drivers; test equipment with other system components);

ii. System Enhancements (memory upgrades; network cards; etc.);

iii. Software Installation; and

iv. Install on Network (installation of hardware onto network, including any applicable software).

d. Professional Services (Consulting, Training, and other Incidental services which are billed hourly):

An Authorized User may acquire consulting, training and other incidental services directly related to the Assistive Technology products purchased from the Contractor under this Contract, as set forth in Attachment 1 – Pricing. Professional Services shall not exceed twenty (20%) percent of the total order price for Hardware, Hardware Maintenance, Related Software and Related Software maintenance. “Total order price” shall be defined as the aggregate purchase order amount for Hardware, Hardware Maintenance, Related Software, and Related Software maintenance placed by the Authorized User under this Contract in a twelve-month period. Professional Services which exceed twenty (20%) must be procured using the OGS IT Services mini-bid process or another procurement process selected by the Authorized User. Professional Services may include, but are not limited to the following:

i. Consulting Services:

Consulting Services may include, but are not limited to, analyzing the existing assistive technological environment, assessing the needs of a disabled individual and recommending applicable technology.

ii. Training Services:

Training Services may include pre-packaged training products, and/or the development or customization of training programs as requested, including Live Training, Computer Based/Multi-Media Training which encompasses Internet- Delivered Training, and/or Video Based Training.

iii. Incidental Services:

Incidental Services include services which may be required for the integration/implementation or deployment of Products purchased under this Contract and has been approved by OGS for inclusion under Attachment 1 – Pricing.4

e. Assistive Technology Products Pricing

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A Contractor offering Assistive Technology Products must have completed A.T. Pricing tabs (see Attachment 1 – Pricing) for each Product or Service to be offered by the Contractor. Pricing shall be provided as a discount from list price.

2.3 Lot 2 - Integrated Microcomputer Systems (IMS):

Integrated Microcomputer Systems (IMS) (as defined in Section 1.4 Definitions), includes the following Products and Services. A Contractor offering products in this Lot is subject to the following Terms and Conditions:

1. IMS Products and Related Services

a. Integrated Microcomputer Systems (IMS) Hardware and Software:

A laptop, desktop, or tablet personal microcomputer that has been modified for use by persons with disabilities via the integration of Assistive Technology Products (as described in Section 2.2 - Assistive Technology Products) that meets the Authorized User’s form, function and utility. The IMS is sold as a complete, ready to use, “plug and play” system that may also include a printer and scanner. Parts and accessories which do not fall under the scope of Lot 1 (i.e. Microcomputer Systems, printers, scanners) shall only be sold as part of the initial IMS, or individually as upgrades/replacement parts for an IMS previously provided by the Contractor. Integrated items like printers and scanners must include the phrase “for integrated Assistive Technology” in the item name and description to distinguish them from similar products on the excluded list.

b. Related Services:

Related Services may be acquired directly from Contractor under this Contract at the rates specified in Attachment 1 – Pricing . Unless otherwise noted in Attachment 1 - Pricing, fees for these Services are not included in the Product price. Only Services with fees listed in Attachment 1 – Pricing can be obtained using the Contract. The authorized Related Services are as follows: (a) Hardware Maintenance/Support; (b) Related Software Maintenance; (c) Installation/Configuration; and (d) Professional Services. Integration charges as described in Section 2.3.2 - IMS Pricing, are not considered a Service under this Service type.

2. IMS Pricing:

A Contractor proposing to offer Integrated Microcomputer Systems must complete the IMS Pricing Forms (see Attachment 1 – Pricing) for each sample configuration to be offered by the Contractor. Integration charges are to be quoted as a percentage of the entire cost of the total integrated configuration package. Integration charges should not be included in the individual cost of each item being integrated. Specific hardware/software unit pricing offered for the three sample integrated packages should be the same regardless of the ordered configuration. Pricing shall also be listed for individual components (set forth in Attachment 1 – Pricing) and shall be identical to prices quoted for the same items within the integrated configurations. The three sample configurations should have unit pricing that does not include the cost of integration. The integration fee should be clearly stated as a separate percentage of total cost of the package, as shown in the example below:

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1 Computer = $2,000.00

1 Adaptive Aid = $1,000.00

Subtotal = $3,000.00

Integration @ 2% = $ 60.00

TOTAL = $3,060.00

The integration percentage must be uniform regardless of the products and configuration quoted.

Integration cost shall be specific to the integration service; defined as:

a. The configuration of a microcomputer so that it may be used by a person with disabilities, per the Authorized User’s specifications.

b. The development of appropriate disk, large print and cassette tape operating manuals, beyond what is already in existence (see Section 4.47, Instruction Manuals and Documentation).

c. The appropriate labeling of computers and peripherals (i.e. printers, scanners).

d. The installation and testing of the completed configuration.

e. The specialized coding of standardized setup/access mechanisms of more complex menus or files.

The integration cost does not include the normal costs of providing services, administration expenses and other normal daily business expenses.

2.4 Excluded Products

The following products are excluded from the scope of this contract:

1. Durable Medical Equipment (i.e. wheelchairs, motorized scooters, diabetic products);

2. Products designed to assist persons with disabilities that are either not electronic or computerized, or not designed to be used with a Product that is electronic or computerized (i.e. lamps, magnifying glasses, braille books (other than instruction manuals and Product documentation))

3. Talking household products to assist the blind (i.e. microwave ovens and other small appliances, watches, scales, clocks).

4. Vibrating or flashing household items to assist the deaf (i.e. alarm clocks, bed shakers, watches)

5. Individually sold IMS components, parts and accessories which do not fall under the scope of Lot 1 (i.e. Microcomputer Systems, printers, scanners), unless sold as upgrades/replacement parts for a previously provided IMS.

6. Supplies for printers and other Microcomputer System peripherals (i.e. printer toner, non-specialty paper) that are not designed specifically to assist persons with disabilities, except for the starter supply that is included with the initial IMS purchase.

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7. Cloud Based Services and Cloud Solutions

OGS reserves the right, at its sole discretion, to expand or limit the above list of excluded products.

3. PROCUREMENT INSTRUCTIONS FOR AUTHORIZED USERS

This Contracts was issued under a multiple award structure. Authorized Users shall procure Products that best meet their form, function, and utility requirements.

Before proceeding with their purchase, Authorized Users shall check the list of Preferred Source offerings and are reminded that they must comply with State Finance Law, particularly § 162, regarding commodities/services provided by preferred source suppliers.

Pursuant to State Finance Law § 163(10)(c), at the time of purchase, Authorized Users must base their selection among multiple Contracts upon which is the most practical and economical alternative that is in the best interests of the State.

4. TERMS AND CONDITIONS

4.1 Contract Term and Extensions

This Contract will be in effect for a term of up to (5) years. The Contract term shall commence on the later of (i) February 1, 2022, or (ii) consistent with the MOU.

All OGS Centralized Contracts resulting from the Solicitation shall have a co-terminus end date, including those Contracts awarded during any subsequent periodic recruitment. At the State’s option, and consistent with the MOU, this Contract may be extended for two (2) years in increments as deemed to be in the best interest of the State. Whether the optional extensions are exercised is at the sole discretion of the State. Contractor shall retain the right to decline a Contract extension offered under this section. Any Contract extension will be under the same terms and conditions, consistent with the MOU and any additional applicable statutory and policy requirements. Any extensions provided under this section shall apply in addition to any rights set forth in Appendix B, Contract Term – Extension.

The Contract term provided for in this section shall extend 6 months beyond its termination date only for Authorized Users whose contracts must be registered with the Office of the New York City Comptroller.

During the 6-month period the definition of Authorized User shall be deemed to refer only to Authorized Users whose contracts must be registered with the Office of the New York City Comptroller. This extension is in addition to any other extensions available under this Contract. The extension provided for in this paragraph shall be upon the then-existing terms and conditions; provided, however, during such extension an Authorized User, as defined in this paragraph, may agree to amend such terms and conditions solely to comply with changes in statutory requirements (e.g. changes in minimum, prevailing or living wages, or regulated services).

Upon termination of this Contract, all rights and obligations set forth herein shall survive in accordance with their terms as to procurements made or individual licenses granted to Authorized Users prior to such termination.

4.2 Short term Extension

This section shall apply in addition to any rights set forth in Appendix B, Contract Term – Extension. In the event a replacement Contract has not been issued, this Contract may be extended unilaterally by the

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State for an additional period of up to 30 calendar days upon notice to the Contractor with the same terms and conditions as the original Contract and any approved modifications. With the concurrence of the Contractor, the extension may be for a period of up to 90 calendar days in lieu of 30 calendar days.

However, this extension automatically terminates should a replacement Contract be issued in the interim.

4.3 Price

Contract pricing is set forth on Attachment 1 – Pricing.

Pricing shall be all-inclusive, including but not limited to labor, bundling, delivery charges, fuel surcharges, utility rate surcharges, dock fees, license fees, procurement or transportation surcharges, tariffs, customs duties and charges, or other surcharges applied.

New York State anticipates that the State shall be treated as a single entity and that prices reflect volume aggregated discounts commensurate with the statewide volume. Authorized Users may negotiate better pricing with Contractor at any time throughout the Contract period.

OGS, at its discretion, has the right to request Contractor to update its Price List.

OGS, at its discretion, has the right to remove Products from Price Lists.

4.4 Price Updates

Contractor may update its pricelist as follows:

Commencing with the first anniversary date of the Bid Opening, the Contractor may update the pricelist to reflect Contractor price increases. No Product or Service shall have its price increased more than once in a twelve month period.

The Contractor shall provide OGS with one electronic copy of the updated pricing. No Price Updates will be granted to any Contractor who has outstanding Sales Reports, Proof of Insurance or any other documentation that is required under its contract.

Contractors shall be permitted to reduce their pricing, add new Products or Services, or remove Products or Services at any time during the contract term. Products or Services may not be removed from the Contract without written confirmation from the Product manufacturer or Service provider that the Product or Service is no longer offered.

Contractors shall submit their updated pricelist to the OGS Procurement Services contract administrator pursuant to the requirements of this section for review and written approval prior to issuing to Authorized Users or posting to the Contractor’s dedicated New York State website. The State reserves the right to request copies of existing contracts or price lists to ensure that the prices offered to the State are reasonable and commensurate with similar purchasers.

All approved pricelist updates shall apply prospectively upon approval by OGS. Total price increases for pricelist updates in a single year of the Contract shall not exceed the escalation cap as set forth in Escalation Cap subdivision, below. All percentage discounts shall either remain firm (unchanged) or they may increase for the duration of the Contract

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4.5 Pricelist Format

Contractor is required to submit Contract pricelist updates electronically in an unprotected Microsoft Excel (2016 or lower version) spreadsheet via email (preferred) or on USB flash drive to the OGS Procurement Services contract administrator. The pricelist must be dated and the format shall be consistent with the format of the Contractor’s approved Contract pricelist. The pricelist shall separately include and identify (e.g., by use of separate worksheets or by using highlighting, italics, bold and/or color fonts):

1. Price increases;

2. Price decreases;

3. Products being added; and

4. Products being deleted.

4.6 Contractor’s Submission of Contract Updates

In connection with any Contract pricelist update, OGS reserves the right to:

1. Request additional information;

2. Reject Contract updates;

3. Remove Products from Contracts;

4. Remove Products from Contract updates; and

5. Request additional discounts for new or existing Products.

4.7 Cover Letters

All Contract pricelist updates shall be accompanied by a cover letter describing the nature and purpose of the update (e.g., update requested in order to reflect a recently approved GSA Schedule or WSCA Contract pricing update, to add/delete Products, etc., subject to any applicable caps).

4.8 CPI Price Update

On each annual anniversary date of the Bid Opening, the Contractor may request a rate change (increase or decrease) based upon fluctuations in the latest published copy of the Consumer Price Index for all urban consumers as published by the U S. Department of Labor, Bureau of Labor Statistics, Washington, D.C. 20212.

In a single year of the Contract, the maximum price increase for each individual item on contract shall not exceed the percent increase in the latest available National Consumer Price Index - All Urban Consumers (CPI-U), Not Seasonally Adjusted, U.S. City Average, All Items (Series Id: CUUR0000SA0, CUUS0000SA0); as published by the U.S. Department of Labor, Bureau of Labor Statistics, Washington, D.C. 20212. CPI-U data may be obtained at www.bls.gov.

The index is also available through the Internet at the Bureau of Labor Statistics web site at https://stats.bls.gov/. Go to “Subjects” > “Inflation and Prices Overview” > “Consumer Price Index” > “CPI https://stats.bls.gov/

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Tables” and then refer to “Table Containing History of CPI-U U.S. All Items Indexes and Annual Percent Changes From 1913 to Present is now available in the CPI Detailed Report as Table 24”.

The Contractor is solely responsible for notifying OGS Procurement Services that the Contractor wishes to receive the CPI rate change and to submit a request for the adjusted rate on the applicable Bid Opening anniversary date; and Contractor shall provide a copy of the index and other supporting documentation necessary to support the increase or decrease to OGS Procurement Services and the Authorized User(s), as appropriate. Should the Contractor fail to make a request and submit supporting documentation to OGS Procurement Services within ninety (90) days after the applicable anniversary date, the Contractor shall be deemed to have waived its right to any increase in price for that year, but the State shall not be barred from making the appropriate adjustment in the case of a decrease determined in accordance with the above methodology.

Price adjustments using the CPI involve changing the base payment by the percent change in the level of the CPI for the current year compared to the previous year. This is calculated by first determining the index point change between the two readings and then the percent change. The price adjustment shall be calculated as follows: Take the CPI value for the month prior to the current Pricelist Update request and subtract the CPI value the same month in the previous year. The difference is then divided by the previous period CPI value and this result is then multiplied by 100 to equal the percent change which is the price adjustment value. This percentage change (increase or decrease) shall be applied to the next Contract year, upon release of a Contract Addendum from OGS Procurement Services.

The following example illustrates the computation of percent change for a hypothetical July 2021 Bid Opening calculation:

CPI for current period (June 2021) 185.2

Less CPI for previous period (June 2020) 181.7

Equals index point change 3.5

Divided by previous period CPI 181.7

Equals 0.0192

Result multiplied by 100 0.019 x 100

Equals percent change/ price adjustment value 1.9

The “CPI for current period” shall be the index in effect at the time the Contract pricelist update request is received; “CPI for previous period” shall be the index in effect when the Contract pricelist was last updated. Increases are not cumulative. Price increases are limited to the prior year prices only.

OGS reserves the right to permit increases above the CPI rate if requested by the Contractor and when justification and reasonableness of price is provided.

4.9 Best Pricing Offer

During the Contract term, if substantially the same or a smaller quantity of a Product is sold by the Contractor outside of this Contract upon the same or similar terms and conditions as that of this Contract

GROUP 75702 – Assistive Technology for Persons with Disabilities (Statewide) PAGE 21 at a lower price to a federal, state or local governmental entity, the price under this Contract, at the discretion of the Commissioner, shall be immediately reduced to the lower price.

4.10 Price Structure

If, during the Contract Term, the Contractor is unable or unwilling to meet contractual requirements in whole or in part based on the price structure of the Contract, it shall immediately notify the Office of General Services, Procurement Services in writing. Such notification shall not relieve the Contractor of its responsibilities under the Contract. The State may, but is not required to, consider an equitable adjustment in the Contract terms and/or pricing in the circumstances outlined in Appendix B, Savings/Force Majeure.

Should the Commissioner in the Commissioner’s sole discretion determine during the Contract Term that

(i) the Contract price structure is unworkable, detrimental, or injurious to the State, or (ii) the Contract price structure results in prices which are unreasonable, excessive, or not truly reflective of current market conditions, and no adjustment in the Contract terms and/or pricing is mutually agreeable, the State may terminate the Contract upon 10 business days written notice mailed to the Contractor.

4.11 Volume Discounts

Volume Discounts offered by Contractor, if any, will be shown on its Attachment 1 - Pricing.

4.12 Ordering

Purchase Orders shall be made in accordance with the terms set forth in Appendix B, Purchase Orders.

Authorized Users may submit orders over the phone, and, if available, may submit orders electronically via web-based ordering, e-mail, or facsimile at any time. Orders submitted shall be deemed received by Contractor on the date submitted.

All orders shall reference Contract number, requisition, and/or Purchase Order number (if applicable).

Upon Contractor’s receipt of an order, confirmation is to be provided to the Authorized User electronically or via facsimile. Order confirmation should be sufficiently detailed, and include, at a minimum, purchase price, date of order, delivery information (if applicable), Authorized User name, and sales representative (if applicable).

4.13 Purchasing Card Orders

If the Contractor accepts orders using the State’s Purchasing Card (see Appendix B, Purchasing Card), also referred to as the Procurement Card, the Contractor shall not charge or bill the Authorized User for any additional charges related to the use of the Purchasing Card, including but not limited to processing charges, surcharges or other fees.

4.14 Minimum Order

There is no Minimum Order required for this Contract.

4.15 Invoicing and Payment

Invoicing and payment shall be made in accordance with the terms set forth in Appendix B, Contract Invoicing.

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The Contractor is required to provide the Authorized User with one invoice for each Purchase Order at the time of delivery. The invoice must include detailed line item information to allow Authorized Users to verify that pricing at point of receipt matches the Contract price on the original date of order. At a minimum, the following fields must be included on each invoice:

1. Contractor Name

2. Contractor Billing Address

3. Contractor Federal ID Number

4. NYS Vendor ID Number

5. Account Number

6. NYS Contract Number

7. Name of Authorized User indicated on the Purchase Order

8.…