RFP26PSX0192. post.pdf

State of Connecticut Department of Administrative Services

Request for Proposal Number: 26PSX0192 for Property Management Services

1. Scope and Property Overview

This Request for Proposal (“RFP”) is seeking responses from qualified property management firms that can provide continuous and uninterrupted property management services (the “Services”) for the State of Connecticut (“State”) Department of Administrative Services (“DAS”) location identified below. The successful proposer will be awarded a five-year contract.

a. The Connecticut Dr. Katherine A. Kelley State Department of Public Health Laboratory (DPH PHL) located at 395 West Street, Rocky Hill, CT (“The Property”) is a facility containing 99,389 square feet and 110,000 square feet of floor space, and Property entry security building residing on 21.941 acres. The facility contains administrative offices and laboratory space dedicated to providing public health clinical and environmental testing Services. Specific requirements for managing this Property are identified in the Contract Exhibit A.

b. The DPH PHL Laboratory provides clinical and environmental testing of public health significance. The PHL offers over 350 types of tests, processing more than 260,000 samples and performing over 2,000,000 analyses a year. Its analytic work supports programs within the Department of Public Health (DPH), other state and federal agencies, local health departments, law enforcement, and the health care community. Its findings support state and federal surveillance systems for diseases and environmental problems.

c. The laboratories are organized into three major disciplines, as follows:

i. Bio-Sciences:

ii. Bio-Chemistry:

iii. Environmental Chemistry

d. All laboratories performing analyses on clinical specimens to include biosciences and biochemistry disciplines must maintain certification by the Federal Department of Health and Human Services to include any and all clinical laboratory improvement amendments, as well as state licensure as a clinical laboratory. The Biosafety Level 3 laboratory (BSL-3) in which testing for agents of bioterrorism is Performed must maintain certification with the Federal Centers for Disease Control and Prevention as a “Select Agent” laboratory. Laboratories performing chemical analyses must maintain state licensure as an environmental laboratory, as well as certification from the U.S.

Environmental Protection Agency, U.S Food and Drug Administration, and other regulatory agencies.

e. The facility is a highly complex building with sophisticated mechanical and engineering controls with expanded biosafety level 3 laboratories. There is a liquid thermal decontamination system serving all effluent from the BSL-3 and a pH neutralization system that will prevent discharge of unbalanced effluent. Mission-critical systems include HEPA filtered air supply and exhaust systems, Heating, Ventilation and Air Conditioning (HVAC) systems, a laboratory pure water system, stand-by power system and high level security system

During the term of the contract, DAS may require additional Services for properties that are not identified above. Such Services may be required due to the acquisition of newly conveyed properties and/or properties that DAS has determined to be in the State’s best interest to incorporate into the portfolio of properties identified above, in accordance with the Contract’ s Section 56, Amendment Supremacy, Entirety of Contract.

2. Contents of this RFP

This RFP contains the documents listed below.

a. DAS Contract document (“Contract”).

b. The RFP Exhibit A, Description of Deliverables, to be incorporated into a final Contract.

c. The RFP Exhibits B, B1 and B2, Price Schedules, that may be incorporated into a final Contract.

3. Submittal and Evaluation of Proposals

In addition to submitting any responses required to be submitted directly through CTsource, all proposals must include the information outlined in this RFP and be submitted through CTsource. All proposals will be reviewed by DAS for submittal responsiveness before being evaluated by an evaluation committee. After the completion of the proposal review and evaluation, the highest scoring proposer may be asked to provide additional information and/or further present its offering in the format required by DAS. Upon final selection of a successful proposer, DAS may negotiate and execute a Contract with the successful proposer in accordance with the requirements of this RFP.

The State may reject a proposer’s proposal at any time if the State determines that:

a. The proposal is non-responsive.

b. The proposal has failed to meet any mandatory requirement of the RFP, including any minimum scoring threshold.

c. Proposer is not responsible; or

d. Proposer has committed a violation of procurement law, rule, or policy.

The State may cancel this RFP at any time if the State determines that cancellation is in the best interest of the State. Following cancellation, the State may, at its discretion, re-issue this RFP or issue another RFP for the same or similar services.

If proposer is claiming any portion of its proposal as confidential, proprietary, or protected, proposer must submit with proposer’s response a redacted copy of proposer’s proposal, which must be clearly marked as such. Proposer may not mark pricing or proposer’s entire proposal as confidential, proprietary, or protected.

Submission of a redacted proposal does not guarantee that information claimed by proposer as confidential, proprietary, or protected will not be subject to disclosure in accordance with applicable public information laws, rules, and policies. If proposer fails to submit a redacted copy of proposer’s proposal, or fails to claim information as confidential, proprietary, or protected in compliance with this RFP, proposer releases the State and entities represented on the selection committee from any obligation to keep the information confidential and waives all claims of liability arising from disclosure of the information.

Overall responsiveness and fulfillment of the evaluation criteria outlined in Section 4, Evaluation Criteria Numbers 1 through 5 below are all important factors in the review and evaluation of responses. Proposer is encouraged to take this into account in its response submittal.

The proposals will be evaluated based on the following criteria listed below in the order of relative importance.

1. Contract Execution and Continuing Deliverables Plan

2. Resources and Deliverables

3. Pricing

4. Client References

5. Company Profile

4. Evaluation Criteria

The proposer is required to submit the proposal response in the numerical order of the Evaluation Criteria 1 through 5 listed below.

Evaluation Criteria 1: Company Profile

a. Title Page: identifying the RFP title, proposal number, date of proposal, the proposer’s legal company name and address, and the proposer’s authorized contractual representative’s name, telephone number and email address.

b. Table of Contents: identifying the materials submitted by section and page number.

c. Cover Letter: signed by an authorized representative of the company providing the Services described in this RFP and including an executive summary of the company’s property management experience and years in business.

d. Licenses or Certifications: including copies of any and all applicable licenses or certifications required to Perform the Services required in this RFP. Include personnel and resumes to include qualifications, licenses, and professional designations of the personnel proposed. Provide personnel certifications with the Building Owners and Managers Association (BOMA), International Facility Management Association (IFMA) and the Institute of Real Estate Management Association

(IREM)

e. Organization Chart: identifying all relationships with other companies, including, but not limited to, joint venture partners and subcontractors, if any, and their relationship with respect to the proposed Services and Key Contractor Personnel, as defined in the Contract.

f. Professional Qualifications: including professional qualifications, specialized experience and discipline of the proposer’s Key Contractor Personnel.

Evaluation Criteria 2: Contract Execution and Continuing Deliverables Plan

a. Deliverables Plan: Proposer shall provide a comprehensive, strategic and detailed property management plan which addresses the requirements outlined in this RFP, including the Services set forth in Exhibit A. The plan must demonstrate proposer’s capacity to successfully implement and manage the requirements described in this RFP, and must include an implementation schedule beginning on the date the Contract is awarded.

b. Property Management Experience: Proposer shall provide examples of similar properties it has managed and describe events that have occurred at similar properties and how proposer has handled such events. These events may include, but not be limited to, facility closures, capital projects, such as renovations and expansions, re-locations, day-to-day operational improvements, emergency operational protocols, and communications/interactions with property personnel and occupants.

c. Electronic Property Asset Management Platform(s): Proposer shall indicate familiarity with any types of electronic property asset management platforms, such as “Facility Force,” that provide for the inventory of building assets, preventive maintenance scheduling, and administration of reactive work requests. If not familiar with “Facility Force” or other like platforms and use, indicate and/or describe a plan to train, adapt and utilize such platforms.

d. Contract Execution: Proposer shall review the sample contract package attached to this RFP ("Contract Package”). Proposer's review and response to the terms in the Contract Package will become part of the proposer's solicitation response. If proposer agrees with the Contract Package as written, the proposer shall indicate so in its response. If proposer does not agree with the Contract Package as written, proposer shall edit the Contract Package using Microsoft Word Track Changes and upload the edited version as part of proposer’s solicitation response. Each edit must be accompanied by a comment explaining why the proposer is requesting the edit. Proposer’s solicitation response received without a fully completed Contract Package review, as instructed above, may be rejected by the selection committee as non-responsive. The quantity, breadth, and nature of modifications proposed by proposer may be considered in the State’s evaluation of proposer’s solicitation response and of its risks, costs, and benefits to the State. Proposing excessive or overly restrictive modifications or proposing modifications upon which proposer’s solicitation response is conditioned may result in proposer’s solicitation response being deemed non-responsive.

Evaluation Criteria 3: Resources and Deliverables

The proposer shall provide detailed responses and supporting documentation, as appropriate, to the information requested below.

a. A quality assurance statement that the proposer will operate, manage and maintain the safety of the property’s occupants, staff, visitors and any and all personnel assigned to perform Services.

b. A detailed description of staffing/personnel to perform Services in accordance with the minimum required personnel described in the RFP Exhibit A (Description of Deliverables), equipment, professional back-office personnel, and other resources that will be utilized to operate and manage the subject property. Proposer’s response shall include personnel resumes and applicable qualifications, licenses, certifications. and professional designations.

c. Examples of operational details, such as proactive planning initiatives, description of Services to be provided, equipment maintenance requirements, equipment maintenance recommendations, and operational instructions.

d. Documentation showing proposer’s financial ability to secure the necessary insurance coverage(s) for the property for the entire term of the contract, including any extension.

e. Examples of the required reporting capabilities and methods of delivery of monthly reports to DAS, as outlined in the RFP Exhibit A (Description of Deliverables).

f. A summary of the Services to be performed by the general maintenance workers in the trade areas of HVAC, plumbing, electrical, carpentry, masonry, painting, pest control and door and lock repair.

The Contractor shall differentiate the duties to be performed exclusively in-house and the duties that will be performed by sub-contracted services.

g. An operational plan for the property, including daily and emergency protocols for back office and administrative support, including all personnel emergency and non-emergency contact information.

h. The subcontracting procedure to procure Services not available under an active DAS contract, including a plan for providing continued and uninterrupted maintenance and operation of the property under such circumstances.

i. A description of where and when the proposer has hired and trained subcontracted personnel to assist in the management of a property and their related job performance.

j. An “existing conditions” assessment report of the property, including proposer’s thoughts regarding the property after attending the property site visit, including areas of concern, areas for improvements, and an approach for improving the property that your company could implement, if selected.

Evaluation Criteria 4: Pricing

a. Provide pricing in “Microsoft Word” format and in accordance with the Mandatory RFP Exhibit B Price Schedule.

b. Provide pricing in “Microsoft Word” format and accordance with the Mandatory RFP Exhibit

B1 Price Schedule for Additional Properties. This Exhibit B1 Price schedule requests pricing for properties that DAS may request additional Services for under this Contract.

c. Provide alternative pricing in “Microsoft Word” format and, if applicable, in accordance with the RFP Exhibit B2 Alternative Price Schedule.

d. Provide a statement detailing proposer’s ability to adhere to the proposed price schedule, as well as steps taken to minimize cost escalation.

e. Provide a statement detailing proposer’s ability to discover, recommend and or implement cost effectiveness and operational savings and/or added value.

f. Provide a statement detailing proposer’s ability to cost-effectively subcontract for goods and Services, when necessary, that are not available under an existing DAS contract.

Evaluation Criteria 5: Client References

Proposer shall provide client references, preferably from a government or municipality related to a project similar in scope to the critical Human Health Laboratory Services described in this RFP. Experience will not be considered unless complete reference data is provided. At a minimum, the information listed below must be included for each client reference. All client reference information submitted should be approved by the client reference prior to submittal.

a. Client name, address, contact person name, telephone number and email address.

b. Description of similar services successfully implemented in like properties. Provide referenced contract/agreement information including scope of services, costs, term, and whether such contract is currently in the initial term, extended or expired.

c. Total value of the contract

d. Any service constraints that may have required corrective action due to delays, non-conformance with the requirements of the contract, or inability to fulfill the intended scope of the contract.

Examples of lessons learned from the management of similar properties and remedies implemented, if applicable.

5. Mandatory Site Visit

Proposers who are interested in responding to this RFP must attend a property site visit, overview and walk-through on November 10, 2026, 10:00 AM ET at the Property located at 395 West Street, Rocky Hill, CT.

Late arrivals (15 minutes or more) will not be given credit for attendance or permitted to participate in this RFP process. Proposers will not be admitted to the property site without a valid photo identification. Failure to attend this property site visit will result in rejection of proposer’s RFP.

Contract Document

Contract Number:26PSX0192 Property Management Services for the

Connecticut Department of Public Health, Dr. Katherine A. Kelley State Laboratory located at 395 West Street, Rocky Hill, CT.State of Connecticut and

TO BE DETERMINED UPON AWARD

State of Connecticut Contract#26PSX0192

G&S V14

This contract, 26PSX0192 (the “Contract”) is made by and between,TO BE DETERMINED UPON AWARD (the “Contractor”) and the State of Connecticut, acting by its Department of Administrative Services (“DAS”) in accordance with sections 4a-2 and 4a-51 of the Connecticut General Statutes.

The Contractor and the State agree as follows:

1. Definitions

The following definitions apply in this Contract, except to the extent modified in Exhibit A, Deliverables Document, in which case Exhibit A, Deliverables Document controls.

a. Business Day A day of the week recognized by the Client Agency as a workday, exclusive of Saturdays, Sundays and any State or federal holiday.

b. Claims All actions, suits, claims, demands, investigations, and proceedings of any kind, open, pending, or threatened, whether mature, un-matured, contingent, known or unknown, at law or in equity in any forum.

c. Client Agency Any department, commission, board, bureau, agency, institution, public authority, office, council, association, instrumentality or political subdivision of the State of Connecticut, non-profit organization organized in this State and any entity identified in Conn. Gen. Stat. Sec. 4a-54, as applicable, who is authorized and chooses to make purchases under, and pursuant to the terms of this Contract.

The state of Connecticut, Department of Administrative Services, who is authorized and chooses to make purchases under and pursuant to the terms of this Contract.

d. Client Agency Data Any data or information of the Client Agency that Contractor receives or creates by any means and in any form in connection with this Contract, Deliverables or Performance, including data and information with respect to any one or more of the following: databases, systems, operations, facilities, and regulatory compliance.

e. Confidential Information Any name, number or other information that may be used, alone or in conjunction with any other information, to identify a specific individual including, but not limited to, such individual's name, date of birth, mother's maiden name, motor vehicle operator's license number and residential address, Social Security number, employee identification number, employer or taxpayer identification number, alien registration number, government passport number, health insurance identification number, demand deposit account number, savings account number, credit card number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris image, or other unique physical representation. Without limiting the foregoing, Confidential Information shall also include any information that DAS classifies as “confidential” or “restricted.”

Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

f. Confidential Information Breach Generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2) one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, or State.

g. Contractor Parties Contractor’s members, principals, directors, officers, shareholders, partners, managers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity or with whom Contractor contracts to Perform under this Contract in any capacity.

h. Corrective Action Plan, or CAP A detailed written plan produced by Contractor at the request of the Client Agency to correct or resolve a Breach identified by the Client Agency in accordance with the Breach Section of this Contract.

i. Deliverable Each (1) Good, Service, or fulfillment of Performance; and (2) warranty of a Deliverable(s) that is listed in the Pricing Schedule or provided by Contractor as an element of Contractor’s overall approach and solution to the requirements of this Contract. Any one of them or a combination of any of them may be developed or produced by Contractor or by a third party as a supplier or subcontractor to Contractor.

j. Deliverables Document Exhibit A which sets forth and describes the Deliverables that are to be provided or made available to the State under this Contract or in a Statement of Work, as applicable, and the specific requirements and terms applicable to those Deliverables.

k. Environmentally Preferable “Environmentally Preferable” has the same meaning as provided in Conn. Gen. Stat. § 4a-67h, as it may be amended.

l. Force Majeure Event Strikes, lockouts, riot, sabotage, rebellion, insurrection, acts of war, acts of terrorism, failure of or inadequate permanent power, fire, flood, earthquake, epidemics, natural disasters, and acts of God.

m. Goods All things which are movable, including, but not limited to, supplies, materials, equipment, hardware, software, specially manufactured things, a component incorporated into another thing and things that are attached to real property and that may be severed from the real property without material harm to the things.

n. Perform All acts and things of the Contractor and Contractor Parties, severally and collectively, that are necessary or appropriate to fulfill or accomplish this Contract fully, including the Deliverables and all other Contract obligations. The word “Perform” includes all parts of speech.

o. Price Schedule Exhibit B to this Contract which when read in conjunction with Exhibit A, Deliverables Document, lists the Deliverables available under this Contract and establishes the components, unit pricing and price schedules for each Deliverable.

p. Purchase Order A written or electronic document that the Client Agency issues for one or more Deliverables in accordance with the terms of this Contract.

q. Records All working papers and such other information and materials furnished or prepared by the Contractor in Performing including but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries, memoranda and correspondence, kept or stored in any form.

r. Services The labor or work, necessary or appropriate for the Contractor to Perform.

s. Site Location(s) specified by the Client Agency where Deliverables are to be installed, Services rendered, or materials furnished.

t. Solicitation A State request, in whatever form issued, inviting bids, proposals or quotes for Deliverables, typified by, but not limited to, an invitation to bid, request for proposal, requests for information or request for quotes. The Solicitation and this Contract shall be governed by the statutes, regulations and procedures of DAS. The Solicitation is incorporated into and made a part of this Contract as if it had been fully set forth in it if, but only if, the Solicitation is in the form of an invitation to bid, request for information or request for quotes. A Solicitation in the form of a request for proposal is not incorporated into this Contract in its entirety, but, rather, it is incorporated into this Contract only to the extent specifically stated in Exhibit A, Deliverables Document.

u. Solicitation Response A submittal in response to a Solicitation.

v. Specifications Contractor’s published technical and non-technical detailed descriptions of each Deliverable’s capabilities, or intended use or both, as more fully set forth in this Contract or a Statement of Work, as applicable.

w. State The State of Connecticut, including DAS, the Client Agency and any office, department, board, council, commission, institution or other agency of the State.

x. Statement of Work (“SOW”) Statement issued in connection with a Purchase Order for a Deliverable available under this Contract which sets forth all work and payment requirements for Contractor's Performance in connection with said Purchase Order.

y. Term The original term of this Contract plus any extensions exercised under this Contract.

z. Termination An end to this Contract prior to the end of its Term.

aa. Title All ownership, title, licenses, rights and interest, including, but not limited to, perpetual use, of and to the Deliverable.

2. Term of Contract; Contract Extension

This Contract will be in effect from the date that the Connecticut Attorney General’s Office approves it, as evidenced by its signature below (the "Effective Date") through . The parties, by mutual agreement, may extend this Contract for additional terms beyond the Term, prior to Termination or expiration, one or more times for a combined total period not to exceed the complete length of the original Term, but only in accordance with the Section in this Contract concerning Contract amendments.

3. Description of Deliverables

The Contractor shall Perform as set forth in Exhibit A, Deliverables Document.

4. Environmentally Preferable Products

a. If Contractor is providing Environmentally Preferable products (EPP) under this Contract, then, as to those products only, the Contractor shall throughout the Term: (1) maintain those Deliverables in continuous compliance with applicable EPP standards or guidelines as identified in the Solicitation and in Exhibit A, Deliverables; (2). use products that are energy-efficient, water-efficient, recycled-content, recyclable, biodegradable, low-toxicity, avoid known health risks, conserve natural resources, or are otherwise environmentally preferable, as applicable; and (3) minimize environmental impacts associated with packaging, transportation, use and disposal.

b. No later than 10 Business Days after receiving the State's written request, Contractor shall deliver documentation validating that products represented as EPP comply with EPP standards, which documentation may include manufacturer certifications or product specifications. The State shall review the documentation and notify the Contractor whether it has or has not approved the form and content of such documentation validating EPP compliance. If the State determines not to approve the documentation, then the State shall in its notification to Contractor, explain the deficiencies in the documentation and identify the modifications or additions to the documentation that are necessary for the State to approve the documentation. The process of delivery by the Contractor and review by the State of the documentation continues until the State approves the documentation.

5. Price Schedule, Payment Terms and Billing

a. Price Schedule:

Price Schedule under this Contract is set forth in Exhibit B, Price Schedule.

b. Payment Terms and Billing:

1. Payment shall be made only after the Client Agency receives and accepts the Goods or Services and after it receives a properly completed invoice. Unless otherwise specified in this Contract, payment for all accepted Goods or Services shall be due within forty-five (45) days after acceptance of the Goods or Services, or twenty-five (25) days if the Contractor is a certified small contractor or minority business enterprise as defined in Conn. Gen. Stat. § 4a- 60g. The Contractor shall submit an invoice to the Client Agency for the Performance. The invoice shall include detailed information for Goods or Services, delivered and Performed, as applicable, and accepted. Any late payment charges shall be calculated in accordance with the Connecticut General Statutes.

2. The State shall make all payments to the Contractor through electronic funds transfer via the Automated Clearing House (“ACH”) or through the State of Connecticut Purchasing Card Program (“P-Card Program or P-Card”) in accordance with sections 4-98(c) and 42-133ff(a) of the Connecticut General Statutes. Contractor shall enroll in ACH through the Office of the State Comptroller prior to sending any invoice to the State. The Contractor may obtain detailed information regarding ACH at: http://www.osc.ct.gov/vendor/directdeposit.html.

3. Contractor shall be equipped to receive orders issued by the Client Agency using the P-Card Program. The Contractor shall be responsible for the credit card user-handling fee associated with P-Card Program purchases. The Contractor shall charge the P-Card upon acceptance of Goods delivered to the Client Agency or Deliverables accepted.

4. Questions regarding the state of Connecticut P-Card Program may be directed to the Procurement Card Program Administrator at DAS.PCardAdmin@ct.gov.

http://www.osc.ct.gov/vendor/directdeposit.html mailto:at%20DAS.PCardAdmin@ct.gov

5. The Price Schedule will be adjusted to reflect any increase in the standard or minimum wage rates that may occur during the Term of this Contract as mandated by State law and in accordance with the terms of this Section. Contractor shall provide documentation, in the form of certified payroll or other documentation acceptable to the State substantiating the amount of any increase in Contractor labor costs as a result of changes to the standard or minimum wage rates within ninety (90) days of the statutorily identified effective date of any increase in the minimum wage. Upon receipt, and verification of Contractor documentation DAS shall adjust the Price Schedule accordingly through a supplement to this Contract.

6. Prevailing Wages

Some or all of the Performance may be subject to prevailing wages. Accordingly, the following provision is included in accordance with the requirements of Conn. Gen. Stat. Sec. 31-53(a):

The wages paid on an hourly basis to any person performing the work of any mechanic, laborer or worker on the work herein contracted to be done and the amount of payment or contribution paid or payable on behalf of each such person to any employee welfare fund, as defined in subsection (i) of Conn. Gen. Stat. Sec. 31-53(a), shall be at a rate equal to the rate customary or prevailing for the same work in the same trade or occupation in the town in which such public works project is being constructed.

Any Contractor who is not obligated by agreement to make payment or contribution on behalf of such persons to any such employee welfare fund shall pay to each mechanic, laborer or worker as part of such person's wages the amount of payment or contribution for such person's classification on each pay day.

7. Standard Wages

Contractors shall comply with all provisions of section 31-57f of Connecticut General Statues, Standard Wage Rates for Certain Service Workers and shall pay wages in accordance with the current wage rates provided by the Connecticut Department of Labor. Information regarding this Statute and how and when it applies can be obtained from Connecticut Department of Labor’s website at the following link: https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US

Questions concerning the provisions and implementation of this act should be referred to the Connecticut Department of Labor, Wage and Workplace Standards Division, 200 Folly Brook Blvd., Wethersfield, CT 06109-1114 (860) 263-6790 or the designated representative. A link to the Standard Wages can be reached at: https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US

8. Order and Delivery

The Contractor shall Perform in accordance with Exhibit A, Deliverables Document and at the prices set forth in Exhibit B, Price Schedule. Except as it may otherwise be set forth in Exhibit A, Deliverables Document or Exhibit B, Price Schedule, as applicable, the Contractor shall deliver the Goods free on board (“F.O.B”). wherever specified by the Client Agency in its Purchase Order or in another communication to Contractor.

Subject to the Sections in this Contract concerning Force Majeure, Termination and Open Market Purchases, this Contract shall bind the Client Agency to order the Deliverables from the Contractor, and to pay for the accepted Deliverables in accordance with Exhibit B, Price Schedule.

9. Purchase Orders

a. This Contract itself is not an authorization for the Contractor to begin Performance in any way.

The Contractor may begin Performance only after it has received a duly issued Purchase Order against this Contract for Performance.

b. The Client Agency shall issue a Purchase Order against this Contract directly to the Contractor https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US https://portal.ct.gov/dol/divisions/wage-and-workplace-standards/standard-wage-rates?language=en_US and to no other party.

c. All Purchase Orders shall be in written or electronic form, bear the Contract number (if any) and comply with all other State and Client Agency requirements, particularly the Client Agency’s requirements concerning procurement. Purchase Orders issued in compliance with such requirements shall be deemed to be duly issued.

d. A Contractor Performing without a duly issued Purchase Order in accordance with this Section does so at the Contractor’s own risk.

e. The Client Agency may, in its sole discretion, deliver to the Contractor any or all duly issued Purchase Orders via electronic means only, such that the Client Agency shall not have any additional obligation to deliver to the Contractor a “hard copy” of the Purchase Order or a copy bearing any hand-written signature or other “original” marking.

10. Delivery

a. Delivery shall be made as ordered and in accordance with this Contract. Unless otherwise specified in this Contract, delivery shall be to a loading dock or receiving platform. The Contractor or Contractor’s shipping designee shall be responsible for removal of Goods from the carrier and placement on the Client Agency loading dock or receiving platform. The receiving personnel of the Client Agency are not required to assist in this process. The decision of DAS as to reasonable compliance with delivery terms shall be final and binding. The burden of proof of proper receipt of the order shall rest with the Contractor.

b. In order for the time of delivery to be extended, the Client Agency must first approve a request for extension from the time specified in this Contract, such extension applying only to the particular item or shipment.

c. Goods shall be securely and properly packed for shipment, according to accepted standard commercial practice, without extra charge for packing cases, baling or sacks. The containers shall remain the property of the Client Agency unless otherwise stated in this Contract.

d. All risk of loss and damage to the Goods transfers to the Client Agency upon Title vesting in the Client Agency.

11. Time of the Essence

Time is of the essence with respect to all provisions of this Contract that specify a time for Performance; provided, however, that this provision shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Contract.

12. Waiver

a. No waiver of any Breach of this Contract shall be interpreted or deemed to be a waiver of any other or subsequent Breach. All remedies afforded in this Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided in this Contract or at law or in equity.

b. A party’s failure to insist on strict performance of any provision of this Contract shall only be deemed to be a waiver of rights and remedies concerning that specific instance of Performance and shall not be deemed to be a waiver of any subsequent rights, remedies or Breach.

13. Goods: Standards and Appurtenances and Inspection

a. Standards and Appurtenances

Any Goods delivered must be standard new Goods, latest model, except as otherwise specifically stated in this Contract. Remanufactured, refurbished or reconditioned equipment may be accepted but only to the extent allowed under this Contract. Where this Contract does not specifically list or describe any parts or nominal appurtenances of equipment for the Goods, it shall be understood that the Contractor shall deliver such equipment and appurtenances as are usually provided with the manufacturer's stock model.

b. Inspection

The Commissioner of DAS, in consultation with the Client Agency, shall determine the manner and prescribe the inspection of all Goods and the tests of all samples submitted to determine whether they comply with all of the Specifications in this Contract. If any Goods fail in any way to meet the Specifications in this Contract, the Client Agency or the Commissioner of DAS may, in its sole discretion, either reject it and owe nothing or accept it and pay for it on an adjusted price basis, depending on the degree to which the Goods meet the Specifications. Any decision pertaining to any such failure or rejection shall be final and binding.

14. Emergency Standby for Deliverables

If any Federal or State official, having authority to do so, declares an emergency or the occurrence of a natural disaster within the State of Connecticut, DAS and the Client Agency may request the Goods and Services on an expedited and prioritized basis. Upon receipt of such a request the Contractor shall make all necessary and appropriate commercially reasonable efforts to reallocate its staffing and other resources in order to give primary preference to Performing this Contract ahead of or prior to fulfilling, in whole or in part, any other contractual obligations that the Contractor may have. The Contractor is not obligated to make those efforts to Perform on an expedited and prioritized basis in accordance with this paragraph if doing so will make the Contractor materially breach any other contractual obligations that the Contractor may have.

Contractor shall acknowledge receipt of any request made pursuant to this paragraph within 2 hours from the time that the Contractor receives it via Purchase Order or through a request to make an expedited or prioritized purchase through the State of Connecticut P-Card Program. If the Contractor fails to acknowledge receipt within 2 hours, confirm its obligation to Perform or actually Perform, as set forth in the Purchase Order or through the P-Card Program, then DAS and the Client Agency may procure the Performance from another source without further notice to Contractor and without creating any right of recourse at law or in equity against DAS or Client Agency.

15. Data: Access

Access to Contract and State Data

The Contractor shall provide to the Client Agency access to any data, as defined in Conn. Gen Stat.

Sec. 4e-1, concerning this Contract and the Client Agency that are in the possession or control of the Contractor upon demand and shall provide the data to the Client Agency in a format prescribed by the Client Agency and the State Auditors of Public Accounts at no additional cost.

16. Rejected Items; Abandonment

a. The Contractor may deliver, cause to be delivered, or, in any other way, bring or cause to be brought, to any State premises or other destination, Goods, as samples or otherwise, and other supplies, materials, equipment or other tangible personal property. The State may, by written notice and in accordance with this Contract, direct the Contractor to remove any or all such Goods (“the “Rejected Goods”) and any or all other supplies, materials, equipment or other tangible personal property (collectively, the “Contractor Property”) from and out of State premises and any other location which the State manages, leases or controls. The Contractor shall remove the Rejected Goods and the Contractor Property in accordance with the terms and conditions of the written notice. Failure to remove the Rejected Goods or the Contractor Property in accordance with the terms and conditions of the written notice shall mean, for itself and all Contractor Parties, that:

1. they have voluntarily, intentionally, unconditionally, unequivocally and absolutely abandoned and left unclaimed the Rejected Goods and Contractor Property and relinquished all ownership, title, licenses, rights, possession and interest of, in and to (collectively, “Title”) the Rejected Goods and Contractor Property with the specific and express intent of (A) terminating all of their Title to the Rejected Goods and Contractor Property, (B) vesting Title to the Rejected Goods and Contractor Property in the State of Connecticut and (C) not ever reclaiming Title or any future rights of any type in and to the Rejected Goods and Contractor Property;

2. there is no ignorance, inadvertence or unawareness to mitigate against the intent to abandon the Rejected Goods or Contractor Property;

3. they vest authority, without any further act required on their part or the State’s part, in the Client Agency and the State to use or dispose of the Rejected Goods and Contractor Property, in the State’s sole discretion, as if the Rejected Goods and Contractor Property were the State’s own property and in accordance with law, without incurring any liability or obligation to the Contractor or any other party;

4. if the State incurs any costs or expenses in connection with disposing of the Rejected Goods and Contractor Property, including, but not limited to, advertising, moving or storing the Rejected Goods and Contractor Property, auction and other activities, the State shall invoice the Contractor for all such cost and expenses and the Contractor shall reimburse the State no later than thirty (30) days after the date of invoice; and

5. they do remise, release and forever discharge the State and its employees, departments, commissions, boards, bureaus, agencies, instrumentalities or political subdivisions and their respective successors, heirs, executors and assigns (collectively, the “State and Its Agents”) of and from all Claims which they and their respective successors or assigns, jointly or severally, ever had, now have or will have against the State and Its Agents arising from the use or disposition of the Rejected Goods and Contractor Property.

b. The Contractor shall secure from each Contractor Party, such document or instrument as necessary or appropriate as will vest in the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or appropriate to give full effect to all of the terms and conditions of this Section. The Contractor shall provide, no later than fifteen (15) days after receiving a request from the State, such information as the State may require to evidence, in the State’s sole determination, compliance with this Section.

17. Project Personnel

a. The Client Agency shall designate a project administrator (“Project Administrator”), who may be replaced at the discretion of the Client Agency and shall notify Contractor in writing of such designation. The Project Administrator shall have the authority to act for the Client Agency under this Contract for scheduling, issue resolution, meeting coordination and information dissemination and for any Deliverables and such authority shall continue to be in effect throughout the Term, unless the Client Agency sooner notifies Contractor in writing of any change in the authority or identity of the Project Administrator.

b. The Contractor shall designate individual employees of Contractor who, from time to time, hold positions with the job functions described in a SOW or PO in accordance with this Contract (“Key Contractor Personnel”). The parties shall complete, date and sign a project team member list identifying the Key Contractor Personnel assigned to the project and attach the list to the applicable PO or SOW, or both. Contractor shall not remove any Key Contractor Personnel except in accordance with the following:

1. If one or more of the Key Contractor Personnel, for any reason, becomes or is expected to become unavailable for work for a continuous period exceeding 5 Business Days, or is expected to devote substantially less effort to the work than anticipated at the time that they were approved as Key Contractor Personnel, then the Contractor shall, subject to the concurrence of the Project Administrator, replace that Key Contractor Personnel with personnel of at least equal ability and qualifications no later than 2 Business Days after being notified or becoming aware of the Key Contractor Personnel's actual or expected unavailability or the date agreed upon by the Project Administrator, whichever is earlier.

2. For any reason, the Client Agency may demand, in writing, that the Contractor either remove one or more Key Contractor Personnel, or, remove the Key Contractor Personnel and provide a substitute. The request may, but need not, provide a detailed explanation of the circumstances for the proposed removal. The Contractor shall deliver the resumes of the proposed substitute Key Contractor Personnel to the Project Administrator for consideration within 3 Business Days of receiving the substitution request. The Project Administrator shall notify the Contractor of approval or disapproval in writing within 3 Business Days of receiving the resumes. Once the Client Agency approves, the Contractor shall make the change in the Key Contractor Personnel within 2 Business Days of the approval.

3. Time is of the essence in the removal process of Key Contractor Personnel. Accordingly, the Contractor shall do and perform all acts and things that are necessary or appropriate in order to minimize or eliminate disruptions to the Performance.

c. If the project team member list will change, then the parties shall date and sign a revised project team member list to reflect any changes to the Key Contractor Personnel. The parties will do so no later than ten (10) days after the effective date of the change and the parties will indicate on the revised list that such revised list supersedes the list being revised. The revised list will be deemed to be attached to the Purchase Order or SOW, or both, as of the date that the last party signs it, without any further act necessary of either party..

18. Working and Labor Synergies

The Contractor shall be responsible for maintaining a tranquil working relationship between the Contractor work force, the Contractor Parties, their work force, State employees, and any other contractors present at the work site. The Contractor shall quickly resolve all labor disputes which result from the Contractor's or Contractor Parties’ presence at the work site, or other action under their control. Labor disputes shall not be deemed to be sufficient cause to allow the Contractor to make any claim for additional compensation for cost, expenses or any other loss or damage, nor shall those disputes be deemed to be sufficient reason to relieve the Contractor from any of its obligations under this Contract.

19. Background Checks

The Contractor and Contractor Parties shall submit to and incur the cost of fingerprint supported federal and state criminal history background checks as may be required by the State, the State of Connecticut Department of Emergency Services and Public Protection, or as provided for in any State document that governs procedures for background checks. The Contractor and Contractor Parties shall cooperate fully as necessary or reasonably requested with the State and its agents in connection with such background checks.

20. Contractor Guaranties

a. Contractor shall:

1. Perform fully under this Contract;

2. Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the Client Agency’s option, replace them;

3. Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the Site, Goods, the Contractor’s work or that of Contractor Parties;

4. With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices.

5. Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and

6. Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

21. Representations and Warranties Regarding Motor Vehicles

If in the course of Performance or in any other way related to this Contract the Contractor at any time uses or operates “motor vehicles,” as that term is defined by Conn. Gen. Stat. §14-1 (including, but not limited to such services as snow plowing, sanding, hauling or delivery of materials, freight or merchandise, or the transportation of passengers), the Contractor, represents and warrants for itself and the Contractor Parties, that:

a. it is the owner of record or lessee of record of each such motor vehicle used in the Performance of this Contract, and each such motor vehicle is duly registered with the Connecticut…