1-5_Attachment_5_-_Conformance_Statements_and_Exceptions_Requests_BPM006379_Solicitation_FINAL 09.03.24.xlsx
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- Master Agreement AZ|CTR074224
- Contract number
- CTR074224
- Issued by
- Arizona
About this file
This document is a Conformance Statements and Exceptions Requests form for a Request for Proposal (Solicitation No. BPM006379) issued by the Arizona Department of Environmental Quality (ADEQ) Procurement Unit. The solicitation is for HDR Engineering, Inc., which is responding to a proposal for Capacity Development/Technical Assistance to Small Public Drinking Water Systems. The document indicates HDR's intent to propose services while also requesting modifications to certain contract terms and conditions.
The solicitation appears to be for professional services related to technical assistance for small public drinking water systems, with HDR seeking to clarify and negotiate specific contract provisions. The document includes detailed exceptions to various sections such as indemnification clauses, insurance requirements, warranties, and termination provisions. HDR has marked specific sections where they wish to modify language, particularly around liability, insurance coverage, and professional service warranties, suggesting a careful approach to defining the scope and risk parameters of the potential contract.
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Sheet1 Request for Proposal
Solicitation No. BPM006379 Capacity Development/Technical Assistance to Small Public Drinking Water Systems Arizona Department of Environmental Quality (ADEQ) Procurement Unit
Attachment 5 - BPM006379 Conformance Statements and Exceptions Requests
Offeror Name: HDR Engineering, Inc.
If taking exceptions, the relevant subsequent sections must be completed. Add additional rows as needed.
This document must be returned in an Excel (.xls or .xlsx) format.
STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.
READ ALL INSTRUCTIONS TO OFFERORS BEFORE TAKING ANY EXCEPTIONS. OFFERS WITH EXCEPTIONS MAY BE FOUND NOT SUSCEPTIBLE FOR AWARD UNDER A.A.C. R2-7-C311.
IF NEITHER BOX IS MARKED WITH AN "X" UNDER ANY SECTION BELOW, THE OFFEROR’S RESPONSE TO THAT SECTION WILL BE CONSIDERED “YES” AND STATE WILL INTERPRET THE OFFER AS IF THERE WERE NO EXCEPTIONS TAKEN.
| CONFORMANCE TO THE INSTRUCTIONS TO OFFERORS | |
| Place an "X" in one of the following boxes to indicate the Offeror's conformance: | |
| X | YES – Offeror acknowledges that it has read and understands the Instructions to Offerors (RFP) of the Solicitation Documents and attests that its Offer complies with all aspects. |
| NO – Offeror acknowledges that it has read and understands the Instructions to Offerors (RFP) in the Solicitation Documents, and attests that its Offer complies with all aspects EXCEPT FOR the exceptions listed below. |
| Exceptions to Instructions to Offerors (RFP) | ||||
| Article / Paragraph or Exhibit Reference | RFP language (Copy and paste from Solicitation) | Proposed Changes / Alternate Language | Rationale for Proposed Change | State Response |
| Special Instructions to Offerors |
Standard Instructions to Offerors (RFP)
| CONFORMANCE TO THE SCOPE OF WORK AND SPECIFICATIONS | |
| Place an "X" in one of the following boxes to indicate the Offeror's conformance: | |
| X | YES – Offeror acknowledges that it has read and understands the Scope of Work and Specifications, along with any respective Exhibits, Addendums, and Appendices of the Solicitation Requirements and attests that its Offer complies with all aspects. |
| NO – Offeror acknowledges that it has read and understands the Scope of Work and Specifications, along with any respective Exhibits, Addendums, and Appendices of the Solicitation Requirements and attests that its Offer complies with all aspects EXCEPT FOR the exceptions listed below. |
| Exceptions to Scope of Work and Specifications | ||||
| Article / Paragraph or Exhibit Reference | RFP language (Copy and paste from Solicitation) | Proposed Changes / Alternate Language | Rationale for Proposed Change | State Response |
| Scope of Work and Specifications |
| CONFORMANCE TO THE CONTRACT TERMS AND CONDITIONS | |
| Place an "X" in one of the following boxes to indicate the Offeror's conformance: | |
| YES – Offeror acknowledges that it has read and understands the Special Terms and Conditions and the Uniform Terms and Conditions, along with any respective Exhibits, Addendums, and Appendices of the Solicitation Requirements and attests that its Offer complies with all aspects. | |
| X | NO – Offeror acknowledges that it has read and understands the Special Terms and Conditions and the Uniform Terms and Conditions, along with any respective Exhibits, Addendums, and Appendices of the Solicitation Requirements and attests that its Offer complies with all aspects EXCEPT FOR the exceptions listed below. |
Exceptions to Contract Terms & Conditions
| Article / Paragraph or Exhibit Reference | RFP language (Copy and paste from Solicitation) | Proposed Changes / Alternate Language | Rationale for Proposed Change | State Response |
| Special Terms & Conditions | ||||
| 6.2.1. Contractor Idemnification | Contractor Indemnification (Not Public Agency). To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona. | Contractor Indemnification (Not Public Agency). To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property to the extend caused, or alleged to be caused, in whole or in part, by the negligent or willful wrongful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for to the extent of Claims caused by and arising solely from the negligent or willfully wrongful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all negligence claims to the extent caused by Contractor. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona. | Our indemnity obligations need to be proportional to our fault so we are not providing indemnity in respect of losses caused by others. SIGNIFICANT ISSUE: We should treat this as a broad indemnity obligation notwithstanding earlier fault components. When contract parties call out their “specific intent” with respect to a provision, courts tend to focus on those portions of the language to the exclusion of others. Note also that this broad / non-fault-based indemnity obligation for “any and all claims” applies “in all instances” except where the client was proportionally at fault. | |
| 6.2.2. | Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. | Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. | Not used | |
| 12.6. Additional Services | Additional Services. State at its discretion may modify the scope of the Contract by Contract Amendment to include additional Services or service categories that are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing and make them available to all affected entities at no additional cost. Either party may make the request to add Services to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices. | Additional Services. State at its discretion may modify the scope of the Contract by Contract Amendment agreed upon in a writing signed by Contractor to include additional Services or service categories that are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing and make them available to all affected entities at no additional cost. Either party may make the request to add Services to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices. | ||
| 12.9. Accuracy of Work | Accuracy of Work. Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary revisions or corrections resulting from negligent errors and omissions on its part without additional compensation. Acceptance by State shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities. | Accuracy of Work. Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary revisions or corrections resulting from negligent errors and omissions on its part without additional compensation. Acceptance by State shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities. | Alleged errors and omissions should be approached objectively by reference to a negligence standard if we are to cure at our expense. | |
| 12.12 Corrective Action Required | Corrective Action Required. Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and in addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable. | Corrective Action Required. Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and In addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable. |
| Addendum A to Special Terms & Conditions | |||
| 1.1 Idemnification Clause | To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. | To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, reasonable attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property to the extent caused, or alleged to be caused, in whole or in part, by the negligent or willfully wrongful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for to the extent of Claims caused by and arising solely from the negligent or willfully wrongful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all negligence claims to the extent caused by Contractor. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. | Our indemnity obligations need to be proportional to our fault so we are not providing indemnity in respect of losses caused by others. SIGNIFICANT ISSUE: We should treat this as a broad indemnity obligation notwithstanding earlier fault components. When contract parties call out their “specific intent” with respect to a provision, courts tend to focus on those portions of the language to the exclusion of others. Note also that this broad / non-fault-based indemnity obligation for “any and all claims” applies “in all instances” except where the client was proportionally at fault. |
| 1.2.1 | Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. | Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the negligent performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. | |
| 1.3. Scope and Limits of Insurance | Minimum Scope and Limits of Insurance. Contractor shall provide coverage with limits of liability not less than those stated below. | Minimum Scope and Limits of Insurance. Contractor shall provide coverage with limits of liability not less than those stated below. | |
| 1.7.3. | All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. | All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time provided, however, that Contractor may redact confidential employee and pricing information from such policies. |
Addendum B to Special Terms & Conditions
| Uniform Terms & Conditions | ||||
| 3.9.2.2. "Government Purpose Rights" are: | 3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and | 3.9.2.2. | the right to release or disclose that work product to third parties for any State government purpose; provided, however, that re-use of Contractor’s work product for purposes not contemplated in Contractor’s scope of Services, or use of partially completed work product or components or data thereof, are at State’s sole risk and without liability to Contractor; and | Important since we have no control over what is done with our deliverables and need to be protected. |
| 5.1. Amendments. | 5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. | 5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract agreed upon in a writing signed by the Parties. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. | ||
| 6.2.2. Public Agency Language Only. | Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. | Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. | ||
| 6.2.1. Contractor/Vendor Idemnification (Not Public Agency) | Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona. | Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, reasonable attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property to the extent caused, or alleged to be caused, in whole or in part, by the negligent or willfully wrongful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for to the extent of Claims caused by and arising solely from the negligent or willfully wrongful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims of negligence to the extent caused by Contractor. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona. | ||
| 6.4.1. Force Majeure. | 6.4.1. Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. | 6.4.1. Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the reasonable control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes without limitation: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. | ||
| 7. Warranties (7.1. Liens, 7.2. Quality) | 7.1. Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall remain free of liens. |
7.2. Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions, the Contractor warrants that, for one (1) year after acceptance by the State of the Materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the Materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;
7.2.4. Adequately contained, packaged, and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 7.1. Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall remain free of liens.
7.2. Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions, the Contractor warrants that, for one (1) year after acceptance by the State of the Materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the Materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;
7.2.4. Adequately contained, packaged, and marked as the Contract may require; and
| 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. | Not used. SIGNIFICANT ISSUE: Some of these warranties are not insurable under PL insurance, and they do not appear applicable to a design professional. Intended for contractors or suppliers instead. | |||
| 7.3.1.2 Conformity Requirements | 7.3.1.2. Be free from defects of material and workmanship; | 7.3.1.2. Be free from defects of material and workmanship; | Not used. SIGNIFICANT ISSUE: HDR unable to agree to fit for purpose or free from defects warranties because they are not insurable under PL insurance. | |
| 7.3.1.4. Conformity Requirements | 7.3.1.4. Be fit for the intended purpose or use described in the Contract. | 7.3.1.4. Be fit for the intended purpose or use described in the Contract. | Not used. SIGNIFICANT ISSUE: HDR unable to agree to fit for purpose or free from defects warranties because they are not insurable under PL insurance. | |
| 7.15.3. Purchase Orders | 7.15.3. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. | If there is a PO term we will need to review the form for any conflicting legal terms | ||
| 9.5.1. Termination for Default | 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. | 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract and failure to cure such non-compliance within thirty (30) days written notice thereof received from State, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. | It is important in our industry to have a cure right due to the disproportionate impact a for cause termination can have on our firm-wide ability to win work from other clients. |
Solicitation Attachment – Conformance Statements and Exceptions Requests | Revision No. 2 | Revised 03-24 image1.jpg
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