Attachment E - Participation Information - Child Safety Seats.pdf

Request for Proposals for Child Safety Seats

Issued by the State of New Jersey Solicitation Number 24DPP00938

Attachment E, PARTICIPATION INFORMATION

Attachment E

PARTICIPATION INFORMATION

The NASPO ValuePoint Process

The NASPO ValuePoint Lead State Model™ is a collaborative procurement process representing the input and interests of public entities across the nation.

THE LEAD STATE MODEL™

Members & Stakeholders Identify Shared Cooperative Contracting Needs

NASPO ValuePoint Engages Lead State & Multistate Sourcing Team

Members & Stakeholders Provide Input on RFP Specifications & Objectives

Lead State Issues RFP in Compliance with Lead State Laws

Lead State & Multistate Sourcing Team Evaluate Supplier Proposals

Lead State Negotiates & Executes Master Agreements

Participating States & Entities Execute Participating Addenda

Purchasing Entities Buy Directly from NASPO ValuePoint Contractors

NASPO ValuePoint does not charge fees to Participating Entities or Purchasing Entities—including state departments, institutions, agencies, and political subdivisions, federally recognized tribes, and other eligible public and nonprofit entities in the 50 states, the District of Columbia, and U.S. territories—to use NASPO ValuePoint Master Agreements. Suppliers pay only a nominal administrative fee based on their total sales. By leveraging the collective volume of potential purchases nationwide, NASPO ValuePoint is able to offer customers the best value in cooperative contracting while giving suppliers the opportunity to reach multiple markets through a single solicitation.

Historical Usage The following table identifies total sales reported by Child Safety Seat contractors through NASPO ValuePoint Master Agreements from 2018-2023:

Year Reported Historical Sales Volume

2018 $833,450 2019 $967,780 2020 $731,750 2021 $858,180 2022 $842,840 2023 $824,790

No minimum or maximum level of sales volume is guaranteed or implied.

Interested States The states below have requested to be named in this RFP as potential participants in the resulting Master Agreement(s). This list neither guarantees execution of a Participating Addendum by an Interested State nor precludes execution of a Participating Addendum by any state or entity not identified as an Interested State.

RFP

Request for Proposals for Child Safety Seats

Issued by the State of New Jersey Solicitation Number 24DPP00938

Attachment E, PARTICIPATION INFORMATION

Interested States Reported Estimated Annual Volume

Sample Participating Addendum Terms and Conditions

Alaska N/A Exhibit A Hawaii N/A Exhibit B

Minnesota $40,000 N/A Missouri $31,544 N/A Nevada $50,000 N/A

Ohio $721,800 N/A Rhode Island $25,000 Exhibit C South Dakota $1,000,000 N/A

Utah $49,072 Exhibit D

TOTAL ESTIMATED ANNUAL VOLUME FROM INTERESTED STATES: $1,917,416

The Reported Estimated Annual Volume above aggregates usage estimates, self-reported by the Interested States, which may be based on any factor considered relevant by each Interested State, including historical usage and anticipated future usage. No minimum or maximum level of sales volume is guaranteed or implied.

Some Interested States have also provided state-specific terms and conditions, included in this attachment, that may apply to a Participating Addendum executed with an Offeror awarded a Master Agreement through this RFP.

These terms and conditions are being provided for informational purposes only and will not be incorporated into the Master Agreement or addressed or negotiated by the Lead State. Participation and the terms and conditions applicable to each Participating Entity will be determined by the Participating Entity following negotiation of a Participating Addendum with a Contractor.

Participating Addendum Number [#######] for

[PORTFOLIO NAME]

Between the State of Alaska and [Contractor]

Version 2023.06.15 AK Updates 4.17.2024

Participating Addendum [PA #] for

PORTFOLIO NAME

between the State of Alaska and

CONTRACTOR NAME

This Participating Addendum is entered into by the State of Alaska (“Participating Entity”) and the following

Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint

Master Agreement Number [MASTER AGREEMENT #] executed by Contractor and the State of [LEAD STATE

NAME] (“Lead State”) for PORTFOLIO NAME, (“Master Agreement”):

[VENDOR NAME] (“Contractor”)

[ADDRESS LINE]

[CITY, STATE, ZIP]

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating

Addendum is:

[Contact name]

[Contact title]

[Contact email address]

[Contact phone number]

Participating Entity’s contact for this Participating

Addendum is:

[Name]

Center Manager / Contracting Officer III

[Email]

[Phone]

II. TERM. This Participating Addendum is effective as of the date of the last signature below or

[CONTRACT EFFECTIVE DATE], whichever is later, and will terminate upon termination of the Master

Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE.

This Participating Addendum may be used by all state agencies, political subdivisions, federally recognized tribes, and other entities authorized to use statewide contracts in the State of Alaska. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief

Procurement Official. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to Contractor and Participating Entity and Purchasing Entities.

a. Products. All products available through the Master Agreement may be offered and sold by

Contractor to Purchasing Entities. [Instruction (delete before execution): If the scope of products available through this Participating Addendum is being limited, Participating Entity may add

“with the exclusion of those identified in [Attachment B]:” to this section.]

Between the State of Alaska and [Contractor]

Version 2023.06.15 AK Updates 4.17.2024

b. Services. All services available through the Master Agreement may be offered and sold by

Contractor to Purchasing Entities. [Instruction (delete before execution): If the scope of services available through this Participating Addendum is being limited, Participating Entity may add

“with the exclusion of those identified in [Attachment B]:” to this section.]

c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and

Services to Participating Entity may provide Products and Services to users of this Participating

Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum. [Instruction (delete before execution): If the use of certain partners is being limited or prohibited, the language in this section should be modified accordingly.]

Any amendment to the Master Agreement shall be deemed incorporated into this Participating

Addendum unless the amendment is rejected by Participating Entity in writing to Contractor within ninety

(90) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum. The terms of this Participating Addendum, including those modifying or adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on Contractor’s participating addenda with other participating entities or Contractor’s Master

Agreement with the Lead State.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the

Participating Addendum Number on an Order, along with the contact name and information for the purchasing entity. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

a. Required Reports: Contractor must submit quarterly reports to doa.oppm.vendorreport@alaska.gov and “Cc” the Contracting Officer assigned by the State to manage this contract. The contractor shall provide the State of Alaska with an electronic usage report (Excel format) which will list the following information at the minimum: Purchasing Entity, description of items purchased, date of purchase, contract price, retail price, and the extended price for each transaction. These reports are due 30 days after the end of the quarter (the State of Alaska operates on a fiscal calendar of July 1- June 30).

First Quarter: July 1 through September 30

Second Quarter: October 1 through December 31

Third Quarter: January 1 through March 31

Fourth Quarter: April 1 through June 30

b. Administrative Fee: Effective upon final signature, the Contractor shall submit payment via check (or ACH), payable to the State of Alaska, remitted to the Department of mailto:doa.oppm.vendorreport@alaska.gov

Between the State of Alaska and [Contractor]

Version 2023.06.15 AK Updates 4.17.2024

Administration, Office of Procurement and Property Management, for the calculated amount equal to 1.5% of the net sales for the quarterly period.

i. Contractor must include the PA Number on the check. The check must also reference the applicable fiscal quarter/year (or date span) to ensure proper receipt and accounting.

Those checks submitted to the State without this information may be returned to

Contractor for additional identifying information.

ii. Administrative fee checks shall be submitted to:

State of Alaska Department of Administration ATTN: Office of Procurement and Property Management PO Box 110214 Juneau, AK 99811-0214

iii. The administrative fee shall not be included as an adjustment to Contractor's Master Agreement pricing and shall not be invoiced or charged to the Participating Entity.

iv. Payment of the administrative fee is due irrespective of payment status on any orders from a Purchasing Entity.

v. Administrative fee checks are due for each quarter as follows:

Reporting Period Due Date

State Fiscal Quarter 1 (Jul 1 - Sept 30): Nov 15

State Fiscal Quarter 2 (Oct 1 - Dec 31): Feb 15

State Fiscal Quarter 3 (Jan 1 - Mar 31): May 15

State Fiscal Quarter 4 (Apr 1 - Jun 30): Aug 15

vi. If the contractor decides to make payment via ACH, this information can be obtained via email upon request from the Participating Entity contact.

c. Any quarter with zero sales must be reported as zero sales. This may be done electronically via email to the State of Alaska contact listed in this PA.

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY STANDARDS. [Instruction (delete before execution): Insert text here to describe any Participating Entity-specific information technology standards and requirements with which

Contractor and Contractor’s products and services must comply. If not applicable, or if addressed elsewhere in the Participating Addendum, this section may be deleted, or use the word “Reserved” or “N/A”.]

Between the State of Alaska and [Contractor]

Version 2023.06.15 AK Updates 4.17.2024

X. ATTACHMENTS. This Participating Addendum includes the following attachments: (if no attachments, just indicate that instead)

a. [Example Attachment A: Participating Entity Modifications and Additions to Master Agreement Terms and Conditions]

b. [Example Attachment B: Participating Entity Product and Service Exclusions]

c. [Example Attachment C: Participating Entity-specific Pricing]

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

[Contact name]

[Contact title]

[Contact email address]

[Contact phone number]

For Participating Entity:

[Contact name]

[Contact title]

[Contact email address]

[Contact phone number]

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall promptly email a copy of this Participating Addendum and any amendments hereto to NASPO

ValuePoint at pa@naspovaluepoint.org. The Parties acknowledge and agree that the Participating

Addendum, as amended, may be published on the NASPO ValuePoint website.

XIII. CANCELLATION. By signing this Addendum, the Contractor certifies that they will not support or participate in a boycott of the State of Israel. Failure to comply with this requirement may cause the state to cancel this participating addendum (Alaska Administrative Order No. 352).

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

Printed Name Printed Name

Title Title

Date Date mailto:pa@naspovaluepoint.org https://gov.alaska.gov/admin-orders/administrative-order-no-352/

NASPO ValuePoint

PARTICIPATING ADDENDUM

INSERT PORTFOLIO TITLE HERE

Led by the State of insert State

Master Agreement #: enter number (hereinafter “Master Agreement”)

Contractor: NAME (hereinafter “Contractor”)

Participating State: STATE OF HAWAII (hereinafter “Participating State”)

State of Hawaii, State Procurement Office (SPO) Price/Vendor List Contract No. insert VL/PL No.

This Addendum will add the State of Hawaii as a Participating State to purchase from the NASPO ValuePoint Master Agreement Number insert contract number with insert Contractor name.

1. Scope: This addendum covers the [contract title] led by the State of [xxxxxx] for use by state agencies and other entities located in the Participating State of Hawaii authorized by that State’s statutes to utilize State contracts.

2. Participation: All jurisdictions located within the State of Hawaii, which have obtained prior written approval by its Chief Procurement Officer, will be allowed to purchase from the Master Agreement. Private nonprofit health or human services organizations with current purchase of service contracts governed by Hawaii Revised Statutes (HRS) chapter 103F are eligible to participate in the SPO price/vendor list contracts upon mutual agreement between the Contractor and the non-profit. (Each such participating jurisdiction and participating nonprofit is hereinafter referred to as a “Participating Entity”). Issues of interpretation and eligibility for participation are solely within the authority of the Administrator, State Procurement Office.

3. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor Name: Name

Address: Address

Telephone: Phone

Fax: Fax

Email: email

Participating State Name: Name of purchasing specialist

Address: State Procurement Office 1151 Punchbowl Street, Room 416 Honolulu, HI 98613

Telephone: phone number

Fax: (808) 586-0570

Email: specialist e-mail address

4. Participating State Modifications or Additions to the Master Agreement: These modifications or additions apply only to actions and relationships within the Participating State and its Entities.

[x] The following changes are modifying or supplementing the Master Agreement terms and conditions.

Specialists: The changes below starting from A. are the SPO standard PA clauses. If you have specific changes to the Master Agreement, please note as applicable in a different color. And if you change any of the SPO standard PA clauses, please note them in another color when routing to the Supervisor. [delete this paragraph.]

Changes:

A. eProcurement System and Marketplace

The State of Hawaii, State Procurement Office, has instituted a statewide eProcurement system, Aloha eBuys. Periscope Holdings, Inc. (“Periscope”), the State’s eProcurement system provider, has implemented Aloha eBuys, which will allow Participating Entities to easily search and purchase from this Price/Vendor List Contract. Therefore, Contractor acknowledges and agrees to the following, which requirements are separate from and additive to any of Contractor’s requirements under the NASPO ValuePoint Master Agreement.

i. Remittance of the VCAF – On a quarterly basis, and at the same time as the submission of the Quarterly Sales Report per the above, the Contractor shall remit the VCAF via Automated Clearing House (ACH) transaction directly to Periscope using the Reconciler portal, or as otherwise reasonably directed by Periscope or the State, no later than thirty (30) days after the end of each calendar quarter. The calendar quarters will end September 30, December 31, March 31, and June 30 of each year. Periscope’s or the State’s receipt or acceptance of any Quarterly Sales Report and/or VCAF furnished pursuant to the Contract shall not preclude Periscope or the State from challenging the validity thereof at any time. Failure to remit the Quarterly Sales Report and/or VCAF timely and accurately may result in Contractor’s goods and/or services being made ineligible for purchase through the Aloha eBuys marketplace.

Continued non-compliance by the Contractor may result in the Contractor being found in default of the Contract and, thus, may be subject to termination.

Assistance with VCAF remittance is available from the Periscope Customer Service by email or telephone, which contact information shall be providing during Contractor’s onboarding.

ii. Catalog Implementation – Contractor shall cooperate with State and/or

Periscope as requested, including attendance of meetings, to include and maintain throughout the term an Aloha eBuys marketplace catalog of products and services consistent with and limited to the Contract items. Contractor may choose one of the following catalog options.

a. Hosted Catalog – Contractor shall provide a list of its awarded products and services (including product name, descriptions, images, relevant specifications, keyword search terms, etc.) and pricing consistent with the Contract and in the electronic format provided by Periscope. The product and service list may only provide the awarded products and services at prices listed in the Contract, including quantity and other discounts. In order to maintain the most up-to-date version of the product and service list in compliance with Contract terms, Contractor must provide updated product and service pricing information via electronic format approved by Periscope at least annually but no more than four times per year or as otherwise permitted by the Contract.

b. Punchout Catalog – Contractor shall “punch out” to its own online catalog, provided that its own online catalog is capable of being integrated with the Aloha eBuys marketplace via Commerce eXtensible Markup Language. Contractor’s punchout catalog may only provide the awarded products and services at prices listed in the Contract, including quantity and other discounts. Contractor must validate its punchout catalog is current by providing a written update to Periscope every four (4) months (or as otherwise provided in the Contract), verifying that Contractor has audited the offered products and services and pricing.

Any price stated by Contractor under the Contract (including in its hosted or punchout catalog) shall be inclusive of the VCAF, and Contractor shall not reflect the VACF as a separate line item on customer quotes and invoices.

Contractor shall 1) attend a vendor onboarding meeting with Periscope within thirty (30) days of the date of execution of this Amendment, and

2) complete upload of the hosted catalog or integration of the punchout catalog as well as the approval process(es) within ninety (90) calendar days of the date of execution of this Amendment. Contractor shall cooperate with State and Periscope for any other reasonable requests to ensure a catalog’s accurate depiction of the Contract.

Any changes to Contractor’s catalog permitted by the Contract must be pre-approved in writing by the State.

iii. Vendor and Contract Performance Reviews – The State and/or Periscope may reasonably request Contractor to participate virtually in an annual business review, for which review Contractor shall provide Contract sales information as well as marketing action plans, target strategies and staff training plans and requirements designed to grow utilization of the Contract.

Periscope shall also provide and discuss Quarterly Sales Reporting and VCAF remittance compliance data.

iv. Retention and Inspection of Records and Audit – The Contractor shall keep records of all Sales in sufficient detail to enable the State or Periscope to determine the VCAF payable by the Contractor. The State and/or Periscope may examine and audit, at its own expense, Contractor’s Sales records and Sales Reports for completeness and accuracy. If such examination reveals underpayment of the VCAF, the Contractor shall immediately pay to Periscope the amount of deficiency. If the examination reveals an underpayment of 5% or more, then the Contractor shall reimburse the State and Periscope for the cost of the audit.

B. Quarterly Sales Reporting. The Contractor shall be required to submit a quarterly report documenting all Sales made under the Contract (“Quarterly Sales Report”).

‘’Sales’’ shall mean total invoices for gross purchases, less any credits, taxes, regulatory fees, and separately stated shipping charges not included in unit prices, procured on or utilizing pricing and/or other terms of this Contract, regardless of the purchase process. The Quarterly Sales Report shall be submitted directly to Periscope using the Reconciler portal (Periscope’s reporting tool to which a link shall be provided to Contractor), or otherwise as reasonably directed by Periscope or State. Quarterly Sales Report will include any periods less than a full calendar quarter if Amendment and/or Contract does not start at the first day of a quarter or end on the last day of the quarter.

Contractor shall submit one Quarterly Sales Report for each contract for each reporting period in accordance with the following schedule:

Date Range Due No Later Than Fiscal Year, Quarter 1 July 1 – September 30 October 31 Fiscal Year, Quarter 2 October 1 – December 31 January 31 Fiscal Year, Quarter 3 January 1 – March 31 April 30 Fiscal Year, Quarter 4 April 1 – June 30 July 31

The Quarterly Sales Report must contain the following information:

i. Complete and accurate details of all Sales, credits, returns, refunds, and the like for the reporting quarter;

ii. Purchasing Participating Entity and type;

iii. Product/service description, unit price, quantity and total sale amount;

iv. Invoice number and date;

v. Total Vendor Collected Administrative Fee amount due for the reporting quarter. “Vendor Collected Administrative Fee (VCAF)’’ shall mean that for all Sales made under or utilizing the pricing or other terms of the Contract that have been invoiced, the Contractor shall remit a VCAF in the amount of one and one-half percent (1.5%) of all Sales to Periscope on behalf of the State;

vi. Such other information as the State and Periscope may reasonably request;

and

vii. If no Sales were made during the reporting quarter, then a Quarterly Sales Report shall still be submitted showing zero Sales and zero VCAF due.

Initiation and submission of the Quarterly Sales Report are the responsibility of the Contractor without prompting or notification by Periscope or the State, and Periscope and the State assume no responsibility for any Contractor’s failure to meet its sales reporting and fee remittance obligations. The State reserves the right to contact Contractor at any time to request that Contractor attest to the amounts reported to have been paid to them by Participating Entities.

The State and Periscope shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided.

C. The validity of this Addendum, any of its terms or provisions, as well as the rights and duties of the parties in this Addendum, shall be governed by the laws of the State of Hawaii. The attached Exhibit A, Attorney General’s General Conditions, is made part of this Addendum. Any action at law or in equity to enforce or interpret the provisions of this Addendum shall be brought in a court of competent jurisdiction in Honolulu, Hawaii.

D. Inspection of Facilities. Pursuant to HRS § 103D-316, the Participating State, at reasonable times, may inspect the part of the plant or place of business of the Contractor or any subcontractor that is related to the performance of a Master Agreement and this Addendum.

E. Campaign Contributions. The Contractor is notified of the applicability of HRS § 11-

355, which prohibits campaign contributions from Contractor during the term of the Addendum if the contractor is paid with funds appropriated by the Hawaii State Legislature.

F. Purchases by State of Hawaii government entities under this Master Agreement are not mandatory. This addendum is non-exclusive and any conflict among documents shall follow the Order of Precedence described in the Master Agreement.

G. The State of Hawaii’s purchasing card (pCard) is required to be used by the State’s executive departments/agencies (excluding the Department of Education, School Facilities Authority, the Hawaii Health System Corporation, the Office of Hawaiian Affairs, and the University of Hawaii) for all orders totaling less than $2,500. For purchases of $2,500 or more, agencies may use the pCard, subject to its credit limit or issue a purchase order.

H. Pursuant to HRS §103D-310(c), if Contractor is doing business in the Participating

State, Contractor is required to comply with all laws governing entities doing business in the Participating State, including the following HRS chapters.

i. Chapter 237, General Excise Tax Law;

ii. Chapter 383, Hawaii Employment Security Law;

iii. Chapter 386, Workers’ Compensation;

iv. Chapter 392, Temporary Disability Insurance;

v. Chapter 393, Prepaid Health Care Act; and

A Certificate of Good Standing is required for entities doing business in the State.

The Hawaii Compliance Express (HCE) is utilized for verification of compliance. The SPO will conduct periodic checks to confirm Contractor’s compliance via HCE throughout the term of the Addendum.

Alternatively, Contractors not utilizing HCE to demonstrate compliance shall provide paper certificates to the SPO as instructed below. All certificates must be valid on the date they are received by the SPO. All applications for applicable clearances are the responsibility of the Contractor.

HRS Chapter 237 tax clearance requirement. Pursuant to Section 103D-328, HRS, Contractor shall be required to submit a tax clearance certificate issued by the Hawaii State Department of Taxation (DOTAX) and the Internal Revenue Service (IRS). The certificate shall have an original green certified copy stamp and shall be valid for six

(6) months from the most recent approval stamp date on the certificate.

The Tax Clearance Application, Form A-6, and its completion and filing instructions, are available on the DOTAX website: http://tax.hawaii.gov/forms/.

HRS Chapters 383 (Unemployment Insurance), 386 (Workers’ Compensation), 392 (Temporary Disability Insurance), and 393 (Prepaid Health Care) requirements.

Pursuant to Section 103D-310(c) Contractor shall be required to submit a certificate of compliance issued by the Hawaii State Department of Labor and Industrial Relations (DLIR). The certificate is valid for six (6) months from the date of issue. A photocopy of the certificate is acceptable to the SPO.

The DLIR Form LIR#27 Application for Certificate of Compliance with Section 3-122- 112, HAR, and its filing instructions are available on the DLIR website:

http://labor.hawaii.gov/forms/.

Compliance with Section 103D-310(c), HRS, for an entity doing business in the State.

Contractor shall be required to submit a Certificate of Good Standing (COGS) issued by the State of Hawaii Department of Commerce and Consumer Affairs (DCCA) – Business Registration Division (BREG). The Certificate is valid for six (6) months from date of issue. A photocopy of the certificate is acceptable to the SPO.

To obtain the Certificate, the Contractor must be registered with the BREG. A sole proprietorship is not required to register with the BREG and is therefore not required to submit the certificate.

For more information regarding online business registration and the COGS is available at http://cca.hawaii.gov/breg/.

I. Effective Date and Contract Period. This Addendum is effective upon the date of execution by the Participating State and shall continue for the term set forth in the Master Agreement.

J. Licensing

Contractors must be properly licensed and capable of performing the Work as described in the Master Agreement, in accordance with the Professional and Vocational licensing laws of the state. Contractors under Participating Addendums must maintain all required licenses through the duration of the contract and Participating Addendum.

K. Insurance

The Contractor shall maintain in full force and effect during the life of this contract, liability and property damage insurance to protect the Contractor and its Subcontractors, if any, from claims for damages for personal injury, accidental death and property damage which may arise from operations under this contract, whether http://tax.hawaii.gov/forms/ http://labor.hawaii.gov/forms/ http://cca.hawaii.gov/breg/ such operations be by the Contractor or by Subcontractor or anyone directly or indirectly employed by either of them. If any Subcontractor is involved, the insurance policy or policies shall name the Subcontractor as additional insured.

As an alternative to the Contractor providing insurance to cover operations performed by a Subcontractor and naming the Subcontractor as additional insured, the Contractor may require the Subcontractor to provide its own insurance, which meets the requirements herein. It is understood that a Subcontractor’s insurance policy or policies are in addition to the Contractor's own policy or policies.

The following minimum insurance coverage(s) and limit(s) shall be provided by the Contractor, including its Subcontractor(s) where appropriate.

Coverage Limits

Commercial General Liability $1,000,000 per occurrence (occurrence form) $2,000,000 aggregate

Automobile Liability $1,000,000 per accident

Professional Liability $1,000,000 per claim $2,000,000 aggregate

Professional Liability shall be required from Contractors providing professional services requiring a license to conduct its business such as an engineer, architect, accountant, lawyer, information technology services etc. Use as applicable.

Cyber Liability covering claims and losses with respect to network, internet (Cloud) or other data disclosure risks (such as data breaches, releases of Confidential Information, unauthorize access/use of information, and identity theft) within limits of not less than $1,000,000 per claim and $2,000,000 aggregate. – use as applicable

Each insurance policy required by this contract (with the exception of the Professional Liability policy-use as applicable), including a Subcontractor’s policy, shall contain the following clauses:

1) "The State of Hawaii is added as an additional insured as respects to operations performed for the State of Hawaii."

2) "It is agreed that any insurance maintained by the State of Hawaii will apply in excess of, and not contribute with, insurance provided by this policy."

A Waiver of Subrogation shall apply to the General Liability, Automobile Liability and Worker’s Compensation insurance policies and shall be in favor of the State of Hawaii.

The Contractor agrees to deposit with the State of Hawaii certificate(s) of insurance necessary to satisfy the State that the insurance provisions of this Addendum have been complied with and to keep such insurance in effect and the certificate(s) therefore on deposit with the State during the entire term of the price/vendor list and price/vendor list extensions, if any, including those of its Subcontractor(s), where appropriate. Upon request, Contractor shall provide a copy of the policy or policies or shall allow the State to inspect a copy of the policy or policies.

Failure of the Contractor to provide and keep in force such insurance shall be regarded as material default, entitling the State to exercise any or all the remedies provided in the contract and this RFP for a default by the Contractor.

The procuring of such required insurance shall not be construed to limit the Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this RFP. Notwithstanding said policy or policies of insurance, the Contractor shall be obliged for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this price/vendor list.

L. (Optional) Special Provisions for Purchases During Declared Disasters

The attached Exhibit B, Required FEMA Disaster Provisions are made part of this addendum. FEMA requires inclusion of certain provisions for the State to receive reimbursement.

5. Lease Agreements: Leasing is not authorized by this Addendum. Adjust as applicable.

6. Subcontractors: All contractors, dealers, and resellers authorized in the State of Hawaii, as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The contractor’s dealer participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. Subcontractors are (or are not) allowed under this Addendum.

7. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order.

8. Freight Charges (unless otherwise stated in the master contract):

Prices proposed will be the delivered price to any state agency or political subdivision. All deliveries will be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the Buyer except as to latent defects, fraud, and Contractor’s warranty obligations. Any portion of a full order originally shipped without transportation charges (that failed to ship with the original order, thereby becoming back-ordered) will also be shipped without transportation charges.

9. Purchase Order and Payment Instructions:

All purchase orders issued by Participating Entities under this Addendum shall include the Participating State contract number: SPO Price/Vendor List Contract No. add number and the NASPO ValuePoint Master Agreement Number add number.

Purchase Orders and Payments shall be made to add Contractor name or its authorized subcontractors, if any.

Invoices and Payment Instructions:

Contractor(s) shall forward original invoice(s), directly to the ordering agency. The GET or use tax and county surcharge may be added to the invoice as a separate line item and shall not exceed the current max pass-on tax rate(s) for each island.

County surcharges on state general excise (GE) tax or Use tax may be visibly passed on but is not required. For more information on county surcharges and the max pass-on tax rate, please visit the Department of Taxation’s website at http://tax.hawaii.gov/geninfo/countysurcharge.

Pursuant to HRS § 103-10, Participating State and any agency of the Participating State or any county, shall have thirty (30) calendar days after receipt of invoice or satisfactory delivery of goods to make payment. Any interest for delinquent payment shall be as allowed by HRS § 103-10.

10. Participating Entity as Individual Customer:

Each Participating Entity shall be treated as an individual customer. Except to the extent modified by this Addendum, each Participating Entity will be responsible to follow the terms and conditions of the Master Agreement; and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement. Each Participating Entity will be responsible for its own charges, fees, and liabilities. Each Participating Entity will have the same rights to any indemnity or to recover any costs allowed in the Master Agreement for their purchases. The Contractor will apply the charges to each Participating Entity individually.

http://tax.hawaii.gov/geninfo/countysurcharge

11. Entire Contract:

This Addendum, the Master Agreement, and the Attorney General’s General Conditions, set forth the entire agreement, and all the conditions, understandings, promises, warranties, and representations among the parties with respect to this Addendum and the Master Agreement, and supersedes any prior communications, representations, or agreements whether, oral or written, with respect to the subject matter hereof.

Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Addendum, the Master Agreement, and the Attorney General’s General Conditions that are included in any purchase order or other document shall be void. The terms and conditions of this Addendum, the Master Agreement, and the Attorney General’s General Conditions, shall govern in the case of any such inconsistent, contrary, or additional terms.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating State: STATE OF HAWAII

Contractor: NAME

Signature:

Signature:

Name: BONNIE KAHAKUI

Name:

Title: Acting Administrator, SPO

Title:

Date:

Date:

APPROVED AS TO FORM:

Deputy Attorney General

For questions on executing a participating addendum, please contact:

Cooperative Development Coordinator: Name Telephone: Phone Email: email

[Please email fully executed PDF copy of this document to

PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.] mailto:PA@naspovaluepoint.org

AG-008 103D General Conditions 1

GENERAL CONDITIONS

Table of Contents

Page(s)

1. .........................................................................................................2 Coordination of Services by the STATE 2.

Relationship of Parties: Independent Contractor Status and Responsibilities, Including Tax Responsibilities

3. ..................................................................................................................................3 Personnel Requirements

4. ...........................................................................................................................................3 Nondiscrimination

5. .........................................................................................................................................3 Conflicts of Interest

6. ........................................................................................................................3 Subcontracts and Assignments

7. ...........................................................................................................................4 Indemnification and Defense

8. .............................................................................................................................................4 Cost of Litigation

9. ........................................................................................................................................4 Liquidated Damages

10. .................................................................................................................................4 STATE'S Right of Offset

11. ...........................................................................................................................................................4 Disputes

12. ....................................................................................................................................4 Suspension of Contract

13. ...................................................................................................................................5 Termination for Default

14. ..........................................................................................................................6 Termination for Convenience

15. ...................................................8 Claims Based on the Agency Procurement Officer’s Actions or Omissions

16. .........................................................................................................................................8 Costs and Expenses

17. ......................................................................................9 Payment Procedures; Final Payment; Tax Clearance

18. ..................................................................................................................................................9 Federal Funds

19. ................................................................................................................................9 Modifications of Contract

20. .................................................................................................................................................10 Change Order

21. ...........................................................................................................................................11 Price Adjustment

22. ..................................................................................11 Variation in Quantity for Definite Quantity Contracts

23. ....................................................................................................11 Changes in Cost-Reimbursement Contract

24. ............................................................................................................................12 Confidentiality of Material

25. .........................................................................................................................................................12 Publicity

26. ..................................................................................................................12 Ownership Rights and Copyright

27. .....................................................................................................................................12 Liens and Warranties

28. ....................................................................................13 Audit of Books and Records of the CONTRACTOR

29. ......................................................................................................................................13 Cost or Pricing Data

30. ........................................................................................................................13 Audit of Cost or Pricing Data

31. ..........................................................................................................................................13 Records Retention

32. .............................................................................................................................................13 Antitrust Claims

33. ...........................................................................................................................................13 Patented Articles.

34. ..............................................................................................................................................14 Governing Law

35. ..................................................................................................................................14 Compliance with Laws

36. .....................................................................14 Conflict between General Conditions and Procurement Rules

37. ...............................................................................................................................................14 Entire Contract

38. ....................................................................................................................................................14 Severability

39. ...........................................................................................................................................................14 Waiver

40. ...........................................................................................................................................14 Pollution Control

41. ................................................................................................................................14 Campaign Contributions

42. Confidentiality of Personal Information

AG-008 103D General Conditions 2

GENERAL CONDITIONS

1. Coordination of Services by the STATE. The head of the purchasing agency (“HOPA”) (which term includes the designee of the HOPA) shall coordinate the services to be provided by the CONTRACTOR in order to complete the performance required in the Contract. The CONTRACTOR shall maintain communications with HOPA at all stages of the CONTRACTOR'S work, and submit to HOPA for resolution any questions which may arise as to the performance of this Contract. "Purchasing agency" as used in these General Conditions means and includes any governmental body which is authorized under chapter 103D, HRS, or its implementing rules and procedures, or by way of delegation, to enter into contracts for the procurement of goods or services or both.

2. Relationship of Parties: Independent Contractor Status and Responsibilities, Including Tax Responsibilities.

a. In the performance of services required under this Contract, the CONTRACTOR is an "independent contractor," with the authority and responsibility to control and direct the performance and details of the work and services required under this Contract; however, the STATE shall have a general right to inspect work in progress to determine whether, in the STATE'S opinion, the services are being performed by the CONTRACTOR in compliance with this Contract. Unless otherwise provided by special condition, it is understood that the STATE does not agree to use the CONTRACTOR exclusively, and that the CONTRACTOR is free to contract to provide services to other individuals or entities while under contract with the STATE.

b. The CONTRACTOR and the CONTRACTOR'S employees and agents are not by reason of this

Contract, agents or employees of the State for any purpose, and the CONTRACTOR and the CONTRACTOR'S employees and agents shall not be entitled to claim or receive from the State any vacation, sick leave, retirement, workers' compensation, unemployment insurance, or other benefits provided to state employees.

c. The CONTRACTOR shall be responsible for the accuracy, completeness, and adequacy of the

CONTRACTOR'S performance under this Contract. Furthermore, the CONTRACTOR intentionally, voluntarily, and knowingly assumes the sole and entire liability to the CONTRACTOR'S employees and agents, and to any individual not a party to this Contract, for all loss, damage, or injury caused by the CONTRACTOR, or the CONTRACTOR'S employees or agents in the course of their employment.

d. The CONTRACTOR shall be responsible for payment of all applicable federal, state, and county taxes and fees which may become due and owing by the CONTRACTOR by reason of this Contract, including but not limited to (i) income taxes, (ii) employment related fees, assessments, and taxes, and (iii) general excise taxes. The CONTRACTOR also is responsible for obtaining all licenses, permits, and certificates that may be required in order to perform this Contract.

e. The CONTRACTOR shall obtain a general excise tax license from the Department of Taxation, State of Hawaii, in accordance with section 237-9, HRS, and shall comply with all requirements thereof.

The CONTRACTOR shall obtain a tax clearance certificate from the Director of Taxation, State of Hawaii, and the Internal Revenue Service, U.S. Department of the Treasury, showing that all delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of 1986, as amended, against the CONTRACTOR have been paid and submit the same to the STATE prior to commencing any performance under this Contract. The CONTRACTOR shall also be solely responsible for meeting all requirements necessary to obtain the tax clearance certificate required for final payment under sections 103-53 and 103D-328, HRS, and paragraph 17 of these General Conditions.

f. The CONTRACTOR is responsible for securing all employee-related insurance coverage for the

CONTRACTOR and the CONTRACTOR'S employees and agents that is or may be required by law, and for payment of all premiums, costs, and other liabilities associated with…