The State of New Jersey Division of Purchase and Property

In conjunction with

Request for Proposals

State of New Jersey Solicitation Number 14-X-23312

WSCA-NASPO Master Agreement forChild Safety Seats

Re-solicitation of 14-X-23160

October 31, 2013

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REQUEST FOR PROPOSAL

Child Safety Seats

Solicitation # 14-X-00000

Section 1: WSCA-NASPO Solicitation - General Information

1.1 Definitions

The following definitions apply to this solicitation and the WSCA-NASPO Master Agreement

Acceptance - means a written notice from a purchasing entity to contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a product for which acceptance testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the product, unless the Purchasing Entity provides a written notice of rejection to contractor.

Acceptance Testing - means the process for ascertaining that the Product meets the standards set forth in the section titled Standard of Performance and Acceptance, prior to Acceptance by the Purchasing Entity.

Addendum – Written clarification or revision to this RFP issued by the State of New Jersey, Division of Purchase and Property

Contractor - means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Director – means the Director of the State of New, Division of Purchase and Property, Department of the Treasury

Division – means the State of New Jersey, Division of Purchase and Property, Department of the Treasury

Evaluation Committee – A committee established by the Director to review and evaluate proposals submitted in response to this RFP and to recommend a contract award to the Director.

Intellectual Property – means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Lead State - means the State of New Jersey conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States.

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Master Agreement – means the underlying agreement executed by and between the Lead State, as WSCA-NASPO contract administrator, acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended.

May – Denotes that which is permissible, not mandatory.

Order - means any purchase order, sales order, or other document used by a Participating Entity to order the Products.

Participating Addendum - means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity - means a state, or other legal entity, properly authorized by a state to enter into the Master Agreement or Participating Addendum or who is authorized to order under the Master Agreement or Participating Addendum.

Product - Any equipment, software (including embedded software), documentation, or deliverable supplied or created by the Contractor pursuant to this Master Agreement.

Purchasing Entity – the same as “Participating Entity.”

Request for Proposal (RFP) – This document which establishes the bidding and contract requirements and solicits proposals to meet the purchase needs of the using Agencies as identified herein.

Shall or Must – Denotes that which is a mandatory requirement. Failure to meet a mandatory requirement will result in the rejection of a proposal as materially non-responsive.

Should – Denotes that which is recommended, not mandatory.

WSCA-NASPO -is the WSCA-NASPO Cooperative Purchasing Program, facilitated by the WSCA-NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of WSCA-NASPO. The WSCA-NASPO Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. The WSCA-NASPO Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State Contract Administrator.

1.2 Contract Specific Definitions

FOB Destination, Freight Prepaid and Added – means the contractor prepays the transportation charges, but adds the charges to the invoice for reimbursement.

FOB Destination, Freight Prepaid – means the contractor shall include the transportation charge in its unit price.

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Inside Delivery – includes anywhere in the building, including, but not limited to a storage room, down a hallway, another floor, etc.

List Price Only – means the price for one unit only and does not include freight.

Manufacturer – means a company that, as its primary business function designs, assembles, owns the trademark/patent and markets child safety seats and offered devices. The manufacturer must provide direct un-infringed unlimited USA OEM warranties on all products offered. The manufacturer is responsible for maintenance and compliance with appropriate federal safety standards for the child safety seats and devices offered on the Master Agreement. The manufacturer’s name (s) shall appear on the child safety seats. The manufacturer(s) shall provide the warranty service and maintenance for the child safety seats and devices offered on the Master Agreement.

We Pay Freight – The purchasing entity shall choose its own delivery method and shall be responsible for the freight charge.

Wholesale Distributor – an agent or organization which acts as the sales and service representative for a manufacturer or supplier. This relationship is contractual with guidelines set by the manufacturer and mutually agreed upon by the distributor. In addition to the sale of goods, the “wholesale distributor” has the responsibility for customer satisfaction, including returns and allowances which become a chargeback to the manufacturer or supplier. In a hardline business with “product failure” as a business component, the distributor is required to perform after-market services in cases of product malfunction where a product is warranted by the manufacturer for which the distributor is compensated financially.

1.3 Description of Request or Proposals (RFP)

The State of New Jersey Procurement Bureau, Division of Purchase and Property, Department of the Treasury, is requesting proposals for Child Safety Seats in conjunction with WSCA-NASPO Cooperative Purchasing Organization (WSCA-NASPO). The purpose of this request for proposal is to establish master agreements with qualified child safety seat manufacturers and/or authorized wholesale distributors to provide safe and reliable child safety seats for infants, toddlers and special needs children for all participating States. The services resulting from the award of this solicitation are to be available to all state entities, cities, counties, higher education, school districts and other political subdivisions on an as needed basis under the same cost and terms and conditions agreed to in the Master Agreement.

It is anticipated that this RFP may result in multiple Master Agreement awards to both child safety seat manufacturers and/or authorized wholesale distributors of child safety seats. If it is considered to be in the best interest of the WSCA-NASPO Cooperative Purchasing Organization and the participating states, only one (1) Master Agreement may be awarded. This RFP is designed to provide interested Offerors with sufficient information to submit proposals meeting minimum requirements, but is not intended to limit a proposal's content or exclude any relevant or essential data. Offerors are encouraged to expand upon the specifications to add service and value consistent with state requirements.

This is the re-solicitation of 14-X-23160 Child Safety Seats – Statewide WSCA-NASPO Cooperative Contract advertised on June 27, 2013.

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1.4 RFP Objective

The objective of this RFP is to obtain best value, and in some cases achieve more favorable pricing, than are obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The savings realized by the contractor in managing one comprehensive WSCA-NASPO Master Agreement rather than numerous state and local contracts should result in the most attractive service level and discounts available in the marketplace.

The Master Agreement(s) resulting from this procurement may be used by state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), and other eligible entities subject to approval of the individual state procurement director and compliance with local statutory and regulatory provisions.

This will be a new Master Agreement for the State of New Jersey and the WSCA-NASPO Cooperative Purchasing Organization.

While the primary purpose of this solicitation is to select a proposer(s) who can offer the Products or Services for all Participating States, proposers are permitted to submit a proposal on more limited geographical areas, but not less than one entire Participating State. Proposers must clearly describe the geographical limits (e.g. by State name) if proposing a geographical area less than that of all Participating States. However, if a Proposer elects to submit a Proposal for a single State then the Proposer must be willing to supply the entire State and will not be allowed to add additional States following award or at any time during the term of the contract or any renewals.

A Participating State may evaluate and select a proposer for award in more limited geographical areas (e.g. A single state) where judged to be in the best interests of the State or States involved.

1.5 Issuing Office and Solicitation Number

The State of New Jersey, Division of Purchase and Property, Procurement Bureau is the issuing office for this document and all subsequent addenda relating to it. The reference number for the transaction is Solicitation # 14-X-23312. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP.

1.6 WSCA-NASPO Background Information

WSCA-NASPO is a cooperative purchasing organization of all 50 States, the District of Columbia and the organized US territories. WSCA-NASPO is a subsidiary of the National Association of State Procurement Officials (NASPO). NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 States, the District of Columbia and the Territories of the United States. For more information consult the following websites www.wsca-naspo.org and www.naspo.org.

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1.7 WSCA-NASPO Contract Administrator

The Procurement Manager (and subsequent Contract Manager) designated by WSCA-NASPO and the State of New Jersey, Division of Purchase and Property, Procurement Bureau is:

Lina Groninger, Procurement Specialist State of New Jersey, Division of Purchase and Property Department of the Treasury 33 West State Street, P O Box 230 Trenton, New Jersey 08625 Michelina.Groninger@treas.state.nj.us Phone: 609-943-4659 Fax: 609-292-1114

Schedule of EventsSolicitation Release: October 31, 2013RFP Release Webinar: November 20, 2013 (2:00 PM EST)Bidder’s Electronic Question Due Date: December 3, 2013 (5:00 PM EST)Proposal Submission Date: January 7, 2014 (2:00 PM EST)Mandatory Demo Evaluation: January 28 to January 31, 2014 (Tentative)

Dates are subject to change. All Changes will be reflected in Addenda to the RFP posted on the Division of Purchase and Property website.

Note: The Date, time and location of the Mandatory Demo Evaluation shall be determined after the initial evaluation phase. Bidders shall be notified in writing five (5) days prior to the Mandatory Demo Evaluation

1.8 Question and Answer Process

The Division will electronically accept questions and inquiries from all potential bidders via the web. All questions, including those about Terms and Conditions, must be submitted through the web at http://ebid.nj.gov/QA.aspx.

Questions should be directly tied to the RFP and asked in consecutive order, from beginning to end, following the organization of the RFP. Each question should begin by referencing the RFP page number and section to which it relates.

Bidders must not contact the Using Agency directly, in person, by telephone or by e-mail, concerning this RFP.

The cut-off date for electronic questions and inquiries relating to this RFP is indicated above. Answers will be given via the web at http://www.state.nj.us/treasury/purchase/bid/summary/bid.shtml site.

Questions received after the Question/Answer period or posed directly to the Procurement Manager will not be answered.

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1.9 RFP Release Webinar – Optional Participation

An optional child safety Seat RFP Release webinar is scheduled for November 20, 2013 at 2:00 PM Eastern Standard Time (EST). The details of the webinar will be posted on the WSCA-NASPO website @ www.wsca-naspo.org under “Current Opportunities” and the Division of Purchase and Property website @ http://www.state.nj.us/treasury/purchase/index.shtml under “Special Notices” no later than November 12, 2013.

Bidders are strongly encouraged to participate in the RFP Release Webinar.

1.10 Proposal Submittal

On the date and time proposals are due under the RFP, all information concerning the proposals submitted may be publicly announced and those proposals, except for information appropriately designated as proprietary and/or confidential, shall be available for inspection and copying.  In those cases where negotiation is contemplated, only the names and addresses of the bidders submitting proposals will be announced and the contents of the proposals shall remain proprietary and/or confidential until the Notice of Intent to Award is issued by the Director.

Proposals must be submitted in accordance with N.J.A.C 17:12-2.2 located at http://www.state.nj.us/treasury/purchase/pdf/NJAC1712.pdf#nameddest=sub_2

1.11 Price Alteration in Hard copy proposals

Proposal prices must be typed or written in ink. Any price change (including "white-outs") must be initialed. Failure to initial price changes shall preclude a contract award from being made to the bidder.

1.12 Bid/proposal Errors

In accordance with N.J.A.C. 17:12-2.11, “Bid Errors,” a bidder may withdraw its proposal as described below.

A bidder may request that its proposal be withdrawn prior to the proposal submission opening. Such request must be made, in writing, to the Supervisor of the Bid Review Unit. If the request is granted, the bidder may submit a revised proposal as long as the proposal is received prior to the announced date and time for proposal submission and at the place specified.

If, after the proposal submission opening but before contract award, a bidder discovers an error in its proposal, the bidder may make a written request to the Supervisor of the Bid Review Unit for authorization to withdraw its proposal from consideration for award. Evidence of the bidder’s good faith in making this request shall be used in making the determination. The factors that will be considered are that the mistake is so significant that to enforce the contract resulting from the proposal would be unconscionable; that the mistake relates to a material feature of the contract; that the mistake occurred notwithstanding the bidder’s exercise of reasonable care; and that the State will not be significantly prejudiced by granting the withdrawal of the proposal. After the proposal submission opening, while pursuant to the provisions of this section, you may request to withdraw your proposal and the Director may, in her discretion allow you to withdraw it, the Division also may take notice of repeated or unusual requests to withdraw by a bidder and take those prior requests to withdraw into consideration when evaluating the bidder’s future bids or proposals.

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All proposal withdrawal requests must include the proposal identification number and the final proposal submission date and be sent to the following address:

Department of the TreasuryProcurement BureauPO Box 23033 West State Street – 9th FloorTrenton, New Jersey 08625-0230Attention: Supervisor, Bid Review Unit

If during a proposal evaluation process, an obvious pricing error made by a potential contract awardee is found, the Director shall issue written notice to the bidder. The bidder will have five (5) days after receipt of the notice to confirm its pricing. If the vendor fails to respond, its proposal shall be considered withdrawn, and no further consideration shall be given it.

If it is discovered that there is an arithmetic disparity between the unit price and the total extended price, the unit price shall prevail. If there is any other ambiguity in the pricing other than a disparity between the unit price and extended price and the bidder’s intention is not readily discernible from other parts of the proposal, the Director may seek clarification from the bidder to ascertain the true intent of the proposal.

1.13 Submission of Proposal In order to be considered for award, the proposal must be received by the Procurement Bureau of the Division of Purchase and Property at the appropriate location by the required time. ANY PROPOSAL NOT RECEIVED ON TIME AT THE LOCATION INDICATED BELOW WILL BE REJECTED. THE DATE AND TIME ARE INDICATED ABOVE UNDER THE HEADING SCHEDULE OF EVENTS. THE LOCATION IS AS FOLLOWS: PROPOSAL RECEIVING ROOM – 9TH FLOOR PROCUREMENT BUREAUDIVISION OF PURCHASE AND PROPERTYDEPARTMENT OF THE TREASURY33 WEST STATE STREET, P. O BOX 230TRENTON, NJ 08625-0230Directions to the Division are available on the web at http://www.state.nj.us/treasury/purchase/directions.shtml

Note: Bidders using U.S. Postal Service regular or express mail services should allow additional time since the U.S. Postal Service does not deliver directly to the Procurement Bureau.

Procedural inquiries concerning this RFP may be directed to RFP.procedures@treas.state.nj.us. This e-mail address also may be used to review proposal documents. The State will not respond to substantive questions related to the RFP or any other contract via this e-mail address.

To submit an RFP or contract related question, go to the Current Bidding Opportunities webpage or to http://eBid.nj.gov/QA.aspx.

1.14 Electronic Bidding (eBID)

This RFP provides to the bidder the opportunity to electronically submit its proposal. A new

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electronic bidding – “eBid” – application is available to vendors to promote an easier, more efficient method to submit proposals.

On-line Electronic Bid Training Sessions:

Online electronic bid training for the eBid process is available on the web at https://wwwnet1.state.nj.us/treasury/dpp/ebid/. The bidder is strongly encouraged to utilize the on-line training session before attempting to submit an eBid. It will be the bidder’s responsibility to ensure that the eBid has been properly submitted.

1.15 Bidder Responsibility

The bidder assumes sole responsibility for the complete effort required in submitting a proposal in response to this RFP. No special Consideration will be given after proposals are opened because of a bidder’s failure to be knowledgeable as to all of the requirements of this RFP.

1.16 Cost Liability

The State assumes no responsibility and bears no liability for costs incurred by a bidder in the preparation and submittal of a proposal in response to this RFP.

1.17 Contents of Proposal

Your proposal can be released to the public during the protest period established pursuant to N.J.A.C. 17:12-3.3, or under the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1 et seq., (OPRA) or the common law right to know. As provided in N.J.A.C. 17:12-1.2(b):

Subsequent to the proposal submission opening, all information submitted by bidders in response to a bid solicitation is considered public information, notwithstanding any disclaimers to the contrary submitted by a bidder, except as may be exempted from public disclosure by OPRA and the common law.

Any proprietary and/or confidential information in your proposal will be redacted by the State. A bidder may designate specific information as not subject to disclosure pursuant to the exceptions to OPRA found at N.J.S.A. 47:1A-1.1, when the bidder has a good faith legal and or factual basis for such assertion. The State reserves the right to make the determination as to what is proprietary or confidential, and will advise the bidder accordingly. The location in the proposal of any such designation should be clearly stated in a cover letter. The State will not honor any attempt by a bidder to designate its entire proposal as proprietary, confidential and/or to claim copyright protection for its entire proposal. In the event of any challenge to the bidder’s assertion of confidentiality with which the State does not concur, the bidder shall be solely responsible for defending its designation.

By signing the cover sheet of this RFP, the bidder waives any claims of copyright protection set forth within the manufacturer's price list and/or catalogs.  The price lists and/or catalogs must be accessible to State using agencies and cooperative purchasing partners and thus have to be made public to allow all eligible purchasing entities access to the pricing information.

1.18 Participating States

In addition to the lead State conducting this solicitation, the following participating States have requested to be named in this RFP as potential users of the resulting Master Agreement: Arkansas, Connecticut, Delaware, Minnesota, Nevada, North Dakota, Ohio, Oklahoma, South 9 | P a g e

Carolina, South Dakota and Utah. Other states and entities may potentially sign on after the award process. State-specific terms and conditions that will govern Arkansas’ and Ohio’s Participating Addendum are included in Appendix 2 and 3. The State of New Jersey Terms and Conditions shall be included; however, not labeled as an appendix.

1.19 Historical Usage

This is a new Master Agreement for the Lead State and WSCA-NASPO. Therefore, annual usage data is not available. “Attachment 2 – Estimated Purchase Amounts for Participating States” contains the anticipated purchasing amounts for child safety seats. No minimum or maximum level of sales volume is guaranteed.

1.20 Term of Master Agreement and Extension Option

The initial term of the Master Agreement(s) resulting from this RFP will be for a period of two (2) years. The Master Agreement may be extended beyond the original contract period for all or part of two (2) one year periods at the Lead State’s discretion any be mutual agreement and upon review of current market conditions and contractor performance.

1.21 WSCA-NASPO Administrative Fee

The contractor shall pay to the WSCA-NASPO Cooperative Purchasing Organization, LLC, or its assignee, a WSCA-NASPO administrative fee of one quarter of one percent (.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The WSCA-NASPO administration fee shall be submitted quarterly and is based on sales of products and services. The WSCA-NASPO administrative fee is not negotiable. This fee is to be included as part of the cost submitted with proposal.

Additionally, some States may require that an additional fee be paid directly to the state on purchases made by purchasing within that State. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the state. All such agreements shall not affect the WSCA-NASPO Fee or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

1.22 WSCA-NASPO Summary and Detailed Usage Reports

In addition to other reports that may be required by this solicitation, the Contractor shall provide the following WSCA-NASPO reports:

a. Summary Sales Data – The contractor shall submit quarterly sales reports directly to WSCA-NASPO using the WSCA-NASPO Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if the contractor experiences zero sales during a calendar quarter, a report must be submitted. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool),

b. Detailed Sales Data – The contract vendor shall also report detailed sales data as follows:a. Stateb. Entity/customer type (e.g. local government, higher education, k12, non-profit)

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c. Purchasing entity named. Purchasing entity bill-to and ship-to locationse. Purchasing entity and contract vendor purchase order identifier/number(s)f. Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by

industry practicesg. Purchase Order Dateh. Ship datei. Line item description, including product number if used

c. The report shall be submitted in the form agreed upon by the participants, WSCA-NASPO and the Lead State after contract award. Reports will be due on a quarterly basis and must be received by the WSCA-NASPO Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by WSCA-NASPO and the Lead State. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement.

d. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation.

e. Timely submission of these reports is a material requirement of the Master Agreement.

1.23 Right to Waive Minor Irregularities

The Director reserves the right to waive minor irregularities. The director also reserves the right to waive a requirement provided that:

(1) The requirement is not mandated by law;

(2) All of the otherwise responsive proposals failed to meet the requirement; and

(3) In the sole discretion of the Director, the failure to comply with the requirement does not materially affect the procurement of the State’s interests associated with the procurement.

1.24 Director’s Right of Final Proposal Acceptance

The Director reserves the right to reject any or all proposals, or to award in whole or in part if deemed to be in the best interest of the State to do so. The Director shall have authority to award orders or contracts to the vendor or vendors best meeting all specifications and conditions in accordance with N.J.S.A. 52:34-12. Tie proposals will be awarded by the Director in accordance with N.J.A.C. 17:12-2.10.

1.25 State’s right to Request Further Information

The Director reserves the right to request all information which may assist him or her in making a contract award, including factors necessary to evaluate the bidder’s financial capabilities to perform the contract. Further, the Director reserves the right to request a bidder to explain, in detail, how the proposal price was determined.

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1.26 Oral Presentation and/or Clarification of proposal

After the submission of proposals, unless requested by the State as noted below, vendor contact with the State is still not permitted.

After the proposals are reviewed, one, some or all of the bidders may be asked to clarify certain aspects of their proposals. A request for clarification may be made in order to resolve minor ambiguities, irregularities, informalities or clerical errors. Clarifications cannot correct any deficiencies or material omissions or revise or modify a proposal, except to the extent that correction of apparent clerical mistakes results in a modification.

The bidder may be required to give an oral presentation to the State concerning its proposal.

Bidders may not attend the oral presentations of their competitors.

It is within the State’s discretion whether to require the bidder to give an oral presentation or require the bidder to submit written responses to questions regarding its proposal. Action by the State in this regard should not be construed to imply acceptance or rejection of a proposal. The Division will be the sole point of contact regarding any request for an oral presentation or clarification.

1.27 Post Award Formalization of the Contract

The Lead State reserves the right during contract negotiation of the Master Agreement to adjust terms and conditions that would not (in the State’s judgment) have an appreciable effect on price, schedule, scope of work, or risk to the State, and that would not have significantly affected evaluation and award. In any event, the State reserves the right to accept contract or pricing changes that are more favorable to the State. If no Master Agreement is reached, the Lead State can negotiate with other Offerors or make no award under this RFP. At any time the Lead state can reject all proposals and make no award under this RFP. Moreover, the Lead State reserves the right to reconsider any proposal submitted at any phase of the procurement. It also reserves the right to meet Offerors to gather additional information.

1.28 Right to Accept All or Portion of Proposal

Unless otherwise specified in the solicitation, the lead state may accept any item or combination of items as specified in the solicitation or of any proposal unless the proposer expressly restricts an item or combination of items in its proposal and conditions its response on receiving all items for which it provided a proposal. In the event that the proposer so restricts its proposal, the lead state may consider the Offeror’s restriction and evaluate whether the award on such basis will result in the best value to the Lead State and WSCA-NASPO. The lead state may otherwise determine at their sole discretion that such restriction is non-responsive and renders the proposer ineligible for further evaluation.

1.29 WSCA-NASPO Master Agreement

WSCA-NASPO Master Agreement(s) resulting from this RFP will constitute the final agreement except for negotiated terms and conditions specific to a state’s participating addendum. Offerors will not be allowed to issue separate “service level agreements” with participating states or their using agencies.

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1.30 WSCA-NASPO Standard Master Agreement Terms and Conditions

Additional Terms and Conditions specific to a State will be addressed in the Participating Addendum. Please refer to Appendix 4 for Connecticut’s Special Terms and Conditions, Appendix 5 for South Carolina’s Special Terms and Conditions, Appendix 6 for South Dakota’s Special Terms and Conditions and Appendix 7 for the State of New Jersey Special Terms and Conditions that apply to this solicitation.

1.31 Cancellation of Procurement

This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the WSCA-NASPO Cooperative Purchasing Organization and the Lead State, determines such action to be in the collective best interest.

1.32 ProtestsGoverning Laws and Regulations

This procurement is conducted by the State of New Jersey, Division of Purchase and Property, Department of the Treasury in accordance with N.J.A.C. 17:12 Procurement Code. These may be viewed at http://www.state.nj.us/treasury/purchase/AdminCode.shtml

This procurement shall be governed by the laws of the State sponsoring and administering the procurement. Venue for any administrative or judicial action relating to this procurement shall be in State of New Jersey. The choice of laws and venue for the Master Agreement and Participating Addenda are specified in paragraph 10 of the WSCA-NASPO Terms and Conditions.

Section 2: Scope of WorkFor the purposes of this section child safety seat manufacturer and authorized wholesale distributor shall also be identified as the “contractor”.

2.1 Contractor Product RequirementsThe contractor shall be responsible for supplying safe and reliable child safety seats in compliance with and/or exceeding the requirements of Federal Motor Vehicle Safety Standard (FMVSS) 213.

Refer to “Attachment #3 – Child Safety Seat Specifications” for complete detailed specifications for each of the seat categories listed below:

Category (1) – Forward Facing SeatsCombination SeatsConvertible Seats – with harness rethreading requiredConvertible Seats – with NO harness rethreading required

Category (2) - Rear Facing Seats Infant Seats

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Category (3) - Booster SeatsBackless BoosterHigh-back BoosterHigh-back Booster with removable back

Category (4) - Special Needs (Additional/Optional Offerings)a. Infant Car Bedb. Child Safety Seat – 22 to 100 Poundsc. Safety Vests – for use on school buses

i. Adjustable vestsii. Push button vest

2.2 Manufacturer Mandatory Requirements

The manufacturer must provide the following: Manufacturer warranty

o Manufacturer warranty must be at a minimum for one (1) year On-line instructional manual Recall box located on its website listing all current recalls Replace all child safety seats which have been recalled by NHTSA and/or the

manufacturer at no additional cost to the using entities Offer replacement parts for all child safety seats

The manufacturer must comply with any and all new regulations that may be implemented by the National Highway Traffic Safety Administration (NHTSA) during the course of the contract term.

2.3 Authorized Wholesale Distributor Mandatory Requirements

The authorized wholesale distributor must provide the following: Manufacturer warranty

o Manufacturer warranty must be at a minimum for one (1) year Manufacturer web-site address to provide the following:

o On-line instructional manualo Recall box listing all current recalls

Replace all child safety seats which have been recalled by NHTSA and/or the manufacturer at no additional cost to the purchasing

Offer replacement parts for all child safety seats

The authorized wholesale distributor must insure that all child safety seats comply with any and all new regulations that may be implemented by the National Highway Traffic Safety Administration (NHTSA) during the course of the contract term.

2.4 The requirements listed below shall apply to both child safety seat manufacturers and authorized wholesale distributors

2.4.1 Child Safety Seat Upgrades

During the course of the contract term, should any of the child safety seats be upgraded, the upgraded model must be made immediately available to the using entity for the next order

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placed at the same percentage discount offered off of the price list / catalog.

The contractor shall not deplete its inventory, prior to making the newer model available to the using entity.

2.4.2 Delivery Requirements

All deliveries shall be made during normal working hours which may vary for each purchasing entity of each participating state.

It shall be the responsibility of the contractor to be aware of the delivery days and receiving hours for each purchasing entity.

The delivery days and delivery hours shall be established after contract award by each individual purchasing entity.

The purchasing entities shall not be responsible for any additional charges should the contractor fail to observe specific delivery days and receiving hours.

2.5 Delivery Options

The contractor shall provide the following delivery options as specified below to all purchasing entities. The purchasing entity shall be permitted to select the most cost effective delivery option best meeting their needs.

“We Pay Freight” – this option includes, but is not limited to, the following; no additional handling fees, other charges or minimum order amount shall be permitted:

United Parcel Services (UPS) – the purchasing entity shall, upon placing an order, provide the contractor with its account number for UPS.

Federal Express (Fed Ex) – the purchasing entity shall, upon placing an order, provide the contractor with is account number for fed ex.

Truck Delivery – the purchasing entity shall, upon placing an order, inform the contractor that it will be arranging for a carrier to pick-up the child safety seats for delivery to a specific location. The purchasing entity shall make arrangements for the carrier to pick-up the specific delivery at its expense.

FOB Destination, Freight Prepaid and Added to the Invoice – the contractor must ship FOB destination, Freight Prepaid and may add only the freight charges incurred to the invoice. No handling fees or other charges shall be included in the freight charge. No minimum order shall be permitted.

FOB Destination, Freight Prepaid – the contractor shall make freight arrangements and deliver to any destination with the United States. Freight included in the price per unit for the region specified. No minimum order shall be permitted.

Central Region includes: North Dakota, South Dakota, Minnesota, Nebraska, Iowa, Wisconsin, Illinois, Missouri, Kansas, Oklahoma, Arkansas, Tennessee, Mississippi, Alabama, Louisiana, Texas, Western Kentucky and Western Indiana

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Eastern Region includes: Michigan, Eastern Indiana, Ohio, Eastern Kentucky, New York, Pennsylvania, New Jersey, New Hampshire, Maine, Rhode Island, Connecticut, Delaware, Maryland, DC (District of Columbia), North Carolina, South Carolina, Georgia and Florida

Mountain Region includes: Montana, Idaho, Wyoming, Utah, Colorado, Arizona and New Mexico

Pacific Region includes: Washington, Oregon, Nevada, Alaska, Hawaii and California

Note: Alaska and Hawaii will use Pacific Region cost and negotiate freight rates from the nearest west coast shipping port during the Participating Addendum process.

2.6 Damaged and/or Defective Child Safety Seats

The contractor shall replace any child safety seat that has been lost or damaged while in transit at no additional cost to the purchasing entity.

The purchasing entity reserves the right to refuse a delivery which arrives damaged and/or may appear to be damaged.

All deliveries refused for damage shall be returned at the contractor’s expense.

The purchasing entity shall have sixty (60) days to report any concealed damage. Upon receiving notification of damage by the purchasing entity, the contractor shall replace the damaged seat at no additional cost within ten (10) business days of notification.

2.7 Substitutions

The contractor shall deliver only the items ordered and shall not substitute any item without prior written approval by purchasing entity.

Alternate items delivered without prior written approval shall be rejected and returned to the contractor at the contractor’s expense.

In the event the product ordered is no longer manufactured for reasons beyond the contractor’s control (e.g. product discontinuance, recalls, etc.); the contractor shall provide an alternate product sample to the purchasing entity for review and approval.

The substituted product shall meet and/or exceed all child safety seat specifications applicable to the original specified product.

2.8 Packaging Requirements

All child safety seats shall be packaged in such a manner as to ensure delivery in first class condition and properly marked for identification.

All packages must be labeled to indicate the manufacturer’s name, purchase order number, the name, address and the contact person of the receiving entity.

Deliveries containing re-used, re-labeled, re-worked or alternate cartons are subject to rejection

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by the using entity at the contractor’s expense.

2.9 Reporting Requirements

Upon request by the using entity, the contractor must provide on a quarterly basis an electronic sales report which must be in excel format and must include each seat purchased. The report must include the following information:

Brand Model name Model number Expiration date Purchase order number Delivery location Date of shipment

2.10 Child Safety Seat Evaluation

Prior to award both the manufacturer(s) and/or distributor(s) must be available to attend a mandatory demonstration evaluation which shall be determined after the initial evaluation phase. A sample of each seat offered in the proposal must be presented for evaluation purposes. Substitutions of child safety seats presented for evaluation shall not be permitted, without the prior written consent of the Lead State.

The samples presented for evaluation must meet the specification requirements set forth in Attachment #3 of the RFP and must be representative of the product bid. Proposal samples for evaluation are to be made available at the bidders expenses. If the sample(s) of the brand/model/product offered by the bidder in its proposal fails, the State shall reject the proposal for the applicable category. The results of the State are final.

2.11 Seat Requirements

All child safety seats must be shipped complete with all parts and accessories All child safety seats must include buyer registration cards as specified in NHTSA

FMVSS-213 S5.8.1 (a) through (d) All child safety seats must include written instructions in English and Spanish All child safety seats must be labeled as specified in NHTSA FMVSS-213 S5.5,S5.5.1

and S5.5.2 (a) through (m) The fabric material of each seat must meet FMVSS-302 Federal Motor Vehicle Safety

Standards for flammability of interior materials The child safety seat MUST NOT be on any current recall list All seats must (at the time of response, after award and at the time of delivery) meet

and/or exceed the current requirements of FMVSS-213 including side impact testing Must comply with any and all new regulations that may be implemented by NHTSA

during the course of the contract term All child safety seats should be completely assembled upon delivery All child safety seats should weigh less than 20 lbs. when fully assembled

2.12 Contractor Additional/Optional Offerings

The contractor should provide current web-based training videos and/or offer any other type of training available for the proper installation of child safety seats i.e. customer support technician, on-line training, etc.

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The contractor should provide a take back and/or recycling service for child safety seats which are outdated and no longer needed or damaged due to everyday use.

The contractor should provide child safety seats approved for air travel in compliance with the FMVSS-213. Child safety seats approved for air travel must bear the label “Certified for use in motor vehicles and aircraft”

The contractor should, at the request of the purchasing entity, provide inside delivery as directed by the purchasing entity. For the purposes of this RFP, inside delivery shall include, but not be limited to, anywhere in the building (e.g. storage room, down a hallway or another floor). The contractor shall be reimbursed for this service at the rate submitted on the price sheet labeled Category 4 attached to this RFP.

2.13 Price List Update

The contractor must hold firm the prices set forth within the manufacturer’s preprinted price lists and/or catalogs submitted with the bid proposal for the entire contract term. The contractor may submit an updated price list and/or catalog should the contract be extended beyond the initial two (2) year term.

Requests for cost adjustment must include sufficient documentation supporting the request such as a significant increase in the market (i.e. material cost, manufacturing, transportation, etc.). Any adjustment or amendment to the Master Agreement will not be effective unless approved by the Lead State Director of Purchasing and the WSCA-NASPO Cooperative Purchasing Organization. The Lead State will be given written notice and immediate benefit of any decrease in the market or allowable discount. No retroactive cost adjustment shall be permitted.

Section 3: Solicitation Requirements and Information

3.1 Proposal Delivery and Identification

In order to be considered, a proposal must arrive at the Division in accordance with the instructions on the RFP signatory page accompanying this RFP. Bidders are cautioned to allow adequate delivery time to ensure timely delivery of proposals. State regulation mandates that late proposals are ineligible for consideration. THE EXTERIOR OF ALL PROPOSAL PACKAGES ARE TO BE LABELED WITH THE PROPOSAL IDENTIFICATION NUMBER AND THE FINAL PROPOSAL SUBMISSION DATE OR RISK NOT BEING RECEIVED IN TIME.

3.2 Proposal Content and Format Requirements

Proposals must be detailed and concise. Each proposal must be labeled and organized in a manner that is congruent with the requirements and terminology used in this RFP and must include a point by point response, structured in form and reference to the RFP, addressing all requirements and the Scope of Work elements.

The proposal must include the following documents and responses:

1. State of New Jersey Signatory Page2. Section 3 & 4 Experience and Capability

a. Bid Specific Form #1 – Vendor Experience and Capabilityb. Bid Specific Form #2 – Bidder Data Sheet

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3. Bid Specific Form #3 - Price Sheets – workbook consisting of six (6) price sheetsa. In addition to the above referenced price sheets, the bidder should submit with

the proposal a copy of the price list/catalog in the form of a CD in PDF or text format.

Bidders are encouraged to verify all of the above documents and submissions are included with the proposal. Failure to submit all of the above documents with the proposal shall deem the bid non-responsive and therefore rejected.

3.3 eBID Submission of Proposal

If the bidder is submitting an eBid proposal, hard copy submission is not required. Instructions detailing how to enroll in and submit an eBid are available on the web at https://wwwnet1.state.nj.us/treasury/dpp/ebid/. If the bidder submits both an eBid and a hard copy of the bidder's proposal, the eBid proposal will prevail in the event of a discrepancy between the electronic and paper versions.

When submitting an ebid, do not use any symbols (i.e., #, @, $, &, *) in the filename. In addition, the bidder should name each converted PDF electronic file and folder as follows:

Signatory Page Bid Specific Form #1 – Vendor Experience and Capability (all pertinent documents

should remain in this folder) Bid Specific Form #2 – Bidder Data Sheet Bid Specific Form #3 – Price Sheets Price list/catalog in the form of a CD in PDF or text format

Please note: Bid Specific Forms must be submitted in the correct box. For example if a bidder is unable to use the fillable Bid Specific Form 1 and chooses to submit the requested information in a different format, that submission must therefore be submitted in the Bid specific Form #1 slot.

Failure to submit any of the bid specific forms with the proposal shall deem the proposal non-responsive and therefore rejected.

3.4 Non-eBID Submission

The bidder must submit the following proposal copies:

One (1) complete and ORIGINAL proposal clearly marked as the “ORIGINAL” proposal.Two (2) complete and exact copies, clearly marked “COPY”

One (1) unbound, complete and exact copy of the original, clearly marked “COPY”

Copies are necessary in the evaluation of the proposal and for record retention purposes. A bidder failing to provide the requested number of copies will be charged the cost incurred by the State in producing the requested number of copies. The bidder should make and retain a copy of its proposal.

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3.5 Submittals

The State may require a bidder to provide additional information or documentation within five (5) days of request by the State.

3.5.1 Financial Capability of the Bidder

In order to provide the State with the ability to judge the bidder’s financial capacity and capabilities to undertake and successfully complete the contract, the bidder should submit certified financial statements which include a balance sheet, income statement and statement of cash flow, and all applicable notes for the most recent fiscal year. If certified financial statements are not available, the bidder should provide either a reviewed or compiled statement from an independent accountant setting forth the same information required for the certified financial statements, together with a certification from the Chief Executive Officer and the Chief Financial Officer, that the financial statement and other information included in the statements fairly present in all material respects the financial condition , results of operations and cash flows of the bidder as of, and for, the period presented in the statements. In addition, the bidder should submit a bank reference.

If the information is not supplied with the proposal, the State may still require the bidder to submit it. If the bidder fails to comply with the request within (7) business days, the State may deem the proposal non-responsive.

A bidder may designate specific financial information as not subject to disclosure when the bidder has a good faith/legal/factual basis for such assertion. A bidder may submit specific financial documents in a separate, sealed package clearly marked “Confidential-Financial Information” along with the proposal.

The state reserves the right to make the determination to accept the assertion and shall so advise the bidder.

3.6 RFP Clarifications and Revisions

Revisions, if any, and all written questions and the State’s answers, will be issued on the Division of Purchase and Property web site via Addenda. To access Addenda, the bidder must select the proposal number on the web page at http://www.state.nj.us/treasury/purchase/bid/summary/bid.shtml website.

The Lead State accepts no responsibility for a prospective Offeror not receiving solicitation documents and/or revisions to the solicitation. It is the responsibility of the prospective Offeror to obtain the information.

3.7 Firm Offers

Responses to this RFP, including proposed costs, will be considered firm for one-hundred-eighty- days (180) days after the proposal due date.

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3.8 Pricing and Cost Structure

Cost for the WSCA-NASPO Master Agreements shall be based on the following:

Offeror must submit cost as required by the price sheets (Bid Specific Form #3) attached to this RFP.

3.9 Cost Guarantee Period

All cost must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period should the Master Agreement be extended, the contractor may submit an updated price list and/or catalog for an equal guarantee period. Thirty (30) days prior to the effective date. Failure to submit revised pricing within this set time frame shall constitute the contractor continues the pricing from its original contract date.

Requests for cost adjustment must include sufficient documentation supporting the request such as a significant increase in the market (i.e. material cost, manufacturing, transportation, etc.). Any adjustment or amendment to the Master Agreement will not be effective unless approved by the Lead State Director of Purchasing and the WSCA-NASPO Cooperative Purchasing Organization. The Lead State will be given written notice and immediate benefit of any decrease in the market or allowable discount. No retroactive cost adjustment shall be permitted.

3.10 Minimum Requirements

This section contains the minimum requirements that must be met in order to be considered for the evaluation phase. All of the items described in this section are non-negotiable. All Offerors must state willingness and demonstrate ability to satisfy these requirements in the proposal submitted for consideration.

a. Minimum ExperienceOfferor must have been in business for a minimum of three years as either a manufacturer or a distributor of child safety seats on a state, regional or nationwide basis, and must demonstrate that they have specific public sector experience.

b. Licensing RequirementsOfferors must be in full compliance with all licensing requirements in the Lead State. Specific states may have additional licensing and/or certification requirements that would be addressed in Participating Addenda.

C. Customer Service The Offeror shall provide a website dedicated to any participating state that includes, but is not limited to, services, cost, technical specifications, online ordering, and payment capability.

The Offeror shall provide a dedicated customer service representative(s). The representative shall be available to respond to all end user inquiries within one business day. The representative shall be available to resolve any customer service issues.

The representative shall be available to conduct annual meetings, at a minimum, with the contract manager to discuss performance and customer service related issues.

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D. Multi-Accounts within a Participating EntityParticipating entities will have different agencies or entities utilizing the goods and/or services provided by Offeror(s). Therefore, Offeror(s) must be able to process multiple individual accounts and unique users within a participating entity.

G. Payment TypesOfferor must be set-up to accept mailed and electronic payments/P-Cards. No additional transaction fees will apply to this Master Agreement.

F. WarrantyThe offeror must provide a minimum one (1) year warranty for each of the seats offered.

3.11 Debarment and Other Certifications

The offeror certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Master Agreement) by any governmental department or agency. If the offeror cannot certify this statement, attach a written explanation for review by the lead state.

3.12 Non-Collusion

By submitting a proposal, the bidder certifies as follows:

a. The price(s) and amount of its proposal have been arrived at independently and without consultation, communication or agreement with any other contractor, bidder or potential bidder.

b. Neither the price(s) nor the amount of its proposal, and neither the approximate price(s) nor approximate amount of this proposal, have been disclosed to any other firm or person who is a bidder or potential bidder, and they will not be disclosed before proposal submission.

c. No attempt has been made or will be made to induce any firm or person to refrain from bidding on this contract, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

d. The proposal of the firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

e. The bidder, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four (4) years been convicted or found liable for any act prohibited by state or federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract.

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3.13 WSCA-NASPO eMarket CenterTo be eligible for contract award, the Contractor agrees, by submission of a response, to cooperate with WSCA-NASPO and SciQuest (and any authorized agent or successor entity to SciQuest) with uploading a hosted catalog or integrating a punch-out site. Refer to Section 7.2.1 for the contract requirements.

Section 4: Experience and CapabilityOfferors must identify in their response how their company meets (or exceeds) all requirements listed in this solicitation.

4.1 Bidder ProfileBidders shall complete ALL the information requested on the Bid Specific Form 1 Responses to RFP Section 3 and 4 attached to this Solicitation with regards to providing the information requested below.

a. Website

b. Sales contact information

4.2 Customer Service

a. What are your hours of operation and when are key account people available to us?

b. Describe how problem identification and resolution will be handled.

c. How will you service each account? Describe the system you will use to manage each account.

d. How do you respond to customer complaints and service issues?

e. How do you assess customer satisfaction?

f. What are your quality assurance measures and how are they handled in your organization?

g.

4.3 Scope of Work Requirements

a. Provide the details of any training available including web-based videos and web-sites.

b. Describe the type and length of the manufacturer’s warranty offered.

c. How will you handle recall issues?

d. After the submittal of the registration card for each seat, how will purchasing entities be notified of recalled seats?

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e. What is your lead time from the moment the purchase ordered has been received to the date it is to be shipped?

f. Provide the details of your take back/recycle program, if it is being offered. What would be required of the using entity for this program?

4.4 Bidder ExperienceThe bidder should complete all the information requested on Bid Specific Form #2 Bidder Data Sheet attached to this RFP so that the State is able to make a sound business judgment regarding the bidder’s experience and capability to perform the contract to the State’s satisfaction.

Section 5: Cost

Cost in proposals will be evaluated independent of the technical evaluation. Cost proposal must be submitted to the Lead State as a separate document to your proposal response. Do not embed cost proposal in the technical proposal response.

5.1 Price List and/or Catalog Pricing

The bidder’s signature guarantees that prices set forth within the manufacturer’s pre-printed price lists and/or catalogs will govern for the period of the contract. By signature, the bidder also acknowledges that any reference to conditions or provisions affecting the proposal pricing as entered for the RFP price lines, including, but not limited to, minimum orders, order threshold charges, service charges, price escalation clauses, FOB shipping point limitations, and shipping charges, contained in the preprinted price lists, catalogs, and/or literature, is not a condition or provision of its proposal and will not be part of any State contract awarded as a result of this RFP.

5.2 Method of Bidding

Bidders may bid one (1), two (2) or all three (3) of the categories.

List Price Only/Not to Include Freight – the bidder must submit its list price for each unit only. No minimum order amounts shall be permitted.

Percentage Discount off List Price – the bidder must submit a percentage discount off its list price not to include freight or FOB Destination, Freight Prepaid. No minimum order amounts shall be permitted.

FOB Destination, Freight Prepaid and Added to the invoice – the bidder must submit a price for each unit to include freight added to the invoice for reimbursement by the purchasing entity. No minimum order amounts shall be permitted.

FOB Destination, Freight Prepaid – the bidder must submit a price for each unit that includes freight and delivery to the region specified within the United States. No minimum order amounts shall be permitted.

Percentage Discount off List Price for all Replacement Parts – the bidder must submit a

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percentage discount off list price for all replacement parts.

The bidder must fully complete each price sheet for the category or categories submitting a proposal for. Each price sheet must include the brand, model number, List Price Only/ FOB Destination Freight Prepaid and added, FOB Destination, Freight Prepaid, FOB Destination Freight Prepaid Central Region, FOB Destination Freight Prepaid Eastern Region, FOB Destination Freight Prepaid Mountain Region, FOB Destination Freight Prepaid Pacific Region and percentage discount of list price for all replacement parts for each seat listed in each category submitting a proposal for.

No additional fees, such as shipping on pallets, fuel surcharge, etc. shall be permitted. No minimum order amounts shall be permitted.

5.3 Additional Offerings - Optional

The bidder should submit pricing as indication of the price sheet for this catergory.

The bidder should submit “Additional Discount off List Price” for volume purchases.

The bidder should submit a rebate amount payable to the purchasing entity if offering a recycle/take back program.

5.3.1 Category 4 – Special Needs Child Safety Seats – Optional Submission

The bidder should submit pricing as indicated on the price sheet for this category.

The bidder should submit a rate to provide inside delivery anywhere within the building as specified by the purchasing entity.

Section 6: Evaluation and the Basis for Award

The technical aspects of the proposals will be assessed based on the soundness of the offeror’s approach and the offeror’s understanding of the requirement. The past experience/ qualifications will be assessed by considering the extent to which the qualifications, experience, and past performance are likely to foster successful, on-time performance. Technical and past experience assessments may include a judgment concerning the potential risk of unsuccessful or untimely performance, and the anticipated amount of State involvement necessary to insure timely, successful performance.

While numerical evaluation tools may be used to assist the evaluation committee in making an award decision, the selection ultimately is a business judgment that will reflect an integrated assessment of the relative merits of proposals using the factors identified above. The States reserve the right to reject any (or all) proposals that pose, in the judgment of the States, unacceptable risks of unsuccessful or untimely performance, unacceptable State resource requirements, or that significantly, adversely affect competition or expected costs to the states.

6.1 The following criteria will be used to evaluate all bid proposals that meet the requirements of this solicitation. The criteria are not necessarily listed in order of importance.

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a. Cost shall include evaluation of each seat, list price, percentage discount off list price, FOB Destination Freight Prepaid and Added, FOB Destination-Freight Prepaid, percentage discount off list price for replacement parts.

b. Submission of any one and/or all of the following optional offerings:a. Inside deliveryb. Category 4 – Special Needs Seatsc. Volume discountingd. Providing inside delivery and rate submittede. Additional offerings and percentage discount

c. Submission and responses of Bid Specific Form #1.

d. Bidders Data Sheet (Bid Specific Form#2) shall include evaluation of the bidder’s past performance under similar contracts, satisfactory customer service, terminated contracts and if applicable, the Divisions vendor performance database.

e. Ability to Meet Scope of work

f. Lead time

g. Warranty shall include evaluation of type and length offered

6.2 Evaluation Process

In the initial phase of the evaluation process, the proposal lead state will review all proposals timely received. Unacceptable proposals (non-responsive proposals not conforming to RFP requirements) will be eliminated from further consideration.

6.3 Proposal Discrepancies

In evaluating proposals, discrepancies between words and figures will be resolved in favor of words. Discrepancies between unit prices and totals of unit prices will be resolved in favor of unit prices. Discrepancies in the multiplication between the indicated total of multiplied unit prices and units of work and the actual total will be resolved in favor of the actual total. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum of the column figures.

6.4 Evaluation of the Proposals

After the Evaluation Committee completes its evaluation, it recommends to the Director for award the responsible bidder(s) whose proposal, conforming to this RFP, is most advantageous to the State, price and other factors considered. The Evaluation Committee considers and assesses price, technical criteria, and other factors during the evaluation process and makes a recommendation to the Director. The Director may accept, reject or modify the recommendation of the Evaluation Committee. Whether or not there has been a negotiation process as outlined below, the Director reserves the right to negotiate price reductions with the selected bidder.

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6.5 Negotiation and Best and Final Offer (BAFO)

After evaluating proposals, the Division may enter into negotiations with one bidder or multiple bidders.  The primary purpose of negotiations is to maximize the State’s ability to obtain the best value based on the mandatory requirements, evaluation criteria, and cost.  Multiple rounds of negotiations may be conducted with one bidder or multiple bidders.  Negotiations will be structured by the Division to safeguard information and ensure that all bidders are treated fairly.

Similarly, the Division may invite one bidder or multiple bidders to submit a best and final offer (BAFO).  Said invitation will establish the time and place for submission of the BAFO.  Any BAFO that is not equal to or lower in price than the pricing offered in the bidder’s original proposal will be rejected as non-responsive and the State will revert to consideration and evaluation of the bidder's original pricing.

If required, after review of the BAFO(s), clarification may be sought from the bidder(s).  The Division may conduct more than one round of negotiation and/or BAFO in order to attain the best value for the State.

After evaluation of proposals and as applicable, negotiation(s) and/or BAFO(s), the Division will recommend, to the Director, the responsible bidder(s) whose proposal(s), conforming to the RFP, is/are most advantageous to the State, price and other factors considered. The Director may accept, reject or modify the recommendation of the Division. The Director may initiate additional negotiation or BAFO procedures with the selected bidder(s).

Negotiations will be conducted only in those circumstances where they are deemed by the Division or Director to be in the State’s best interests and to maximize the State’s ability to get the best value.  Therefore, the bidder is advised to submit its best technical and price proposal in response to this RFP since the State may, after evaluation, make a contract award based on the content of the initial submission, without further negotiation and/or BAFO with any bidder.  All contacts, records of initial evaluations, any correspondence with bidders related to any request for clarification, negotiation or BAFO, any revised technical and/or price proposals, the Evaluation Committee Report and the Award Recommendation, will remain confidential until a Notice of Intent to Award a contract is issued.

NOTE:   If the Division contemplates negotiation, proposal prices will not be publicly read at the proposal submission opening. Only the name and address of each bidder will be publicly announced at the proposal submission opening.

6.6 Complaints

A bidder with a history of performance problems as demonstrated by formal complaints and/or contract cancellations for cause pursuant to Section 5.7.b of the State of NJ Standard Terms and Conditions accompanying this RFP may be bypassed for an award issued as a result of this RFP.

6.7 Final contract Award

Contract award(s) shall be made with reasonable promptness by written notice to that responsible bidder(s), whose proposal(s), conforming to this RFP, is (are) most advantageous to the State, price and other factors considered. Any or all proposals may be rejected when the State Treasurer or the Director determines that it is in the public interest to do so.

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Section 7: Master Agreement and Special Terms and Conditions

7.1 Special Terms and Conditions

This section 7.1 terms and conditions modify or add to the WSCA-NASPO terms and conditions in Appendix 01, and the section 7.1 terms and conditions control in the event of conflict.

The term “Purchasing Entity” and “Participating Entity” have the same meaning in this RFP and the WSCA-NASPO Master Agreement.

Changes in Contractor Representation

The Contractor must notify the Contract Lead of changes in the Contractor’s key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to require a change in Contractor’s representatives if the assigned representative(s) is not, in the opinion of the Lead State’s Procurement Manager, meeting the needs adequately.

Right to Publish

Throughout the duration of this procurement process and Master Agreement term, Offerors and their authorized contractors must secure from the Procurement Manager prior approval for the release of any information that pertains to the potential work or activities covered by this procurement or the Master Agreement. The Offerors shall not make any representations of WSCA-NASPO’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in disqualification of the Offeror’s proposal or termination of the Master Agreement for cause.

Delivery Requirements and Shipping Costs

Delivery shall be made as required on an individual Purchase Order. All deliveries will be made F.O.B. (free on board) destination as freight pre-paid. Offerors should assume that most deliveries will be “Inside Deliveries” as designated by a representative of the State or participating entity placing the order. Inside Delivery refers to a delivery other than a loading dock, front lobby, back door entrances or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Offeror. If damage does occur, it is the responsibility of the Offeror to immediately notify the participating entity placing the order. The Offeror shall bear the risk of loss or damage to the ordered goods until the goods are delivered to the place of business indicated on the Purchase Order and goods are inspected.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Ordering Entity’s Purchase Order number.

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Insurance Requirements

This requirement pertains to the Lead State and WSCA-NASPO insurance requirements, unless other participating states negotiate insurance requirements specific to their state during the participating addendum process.

Offeror shall procure and maintain at its own expense insurance for any liability arising as a result of the Offeror's, including at any tier, the Offeror's subcontractors, sub-consultants, agents, employees and those for whom the Offeror is liable, acts or omissions in connection with this Master Agreement which shall protect the Offeror, and protect the State and/or end users (as applicable) as additional insured.  Each of the Offeror's insurance policies shall include an endorsement that names the State of Utah and its officers, and employees and/or end users as additional insured, and the policy shall provide the Lead State and WSCA-NASPO and its officers and employees with primary coverage (not contributing coverage) for any liability arising as a result of the Offeror's acts or omissions in connection with this Master Agreement. The Offeror is not required, however, to obtain an "additional insured" endorsement for any Workers' Compensation insurance policy.  Offeror shall provide at least the following coverage and any others necessary to provide protection against any claims including those for bodily injury, property damage, personal injury, professional liability and claims covered by the indemnification obligations set forth herein:

1) Workers’ Compensation Insurance in at least the minimum statutory amounts.

            2) Commercial General Liability Insurance with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate.

            3)  Automobile Insurance:  If the Offeror's services involve transporting any clients or goods for the State, the Offeror shall maintain a policy of automobile liability insurance covering property damage, personal injury protection, and liability for the vehicles used by the Offeror (including owned, hired and non-owned vehicles). 

            4)  Professional Liability Insurance:  If the Offeror employs doctors, dentists, social workers, mental health therapists or other professionals (including, at any tier, the Offeror's subcontractors, sub-consultants, agents, employees and those for whom the Offeror is liable) to provide services under this Master Agreement, the Offeror shall maintain a policy of professional liability insurance with a limit of not less than $1,000,000 per occurrence and $2,000,000 aggregate.  This professional liability insurance shall cover damages caused by errors, omissions or negligence related to the professional services provided under this Master Agreement by the Offeror, and at any tier, the Offeror's subcontractors, sub-consultants, agents, employees and those for whom the Offeror is liable.

If any insurance coverage obtained by the Offeror is written on a "claims-made" basis, the certificate of insurance shall so indicate, and the policy shall contain an extended reporting period provision or similar "tail" provision such that the policy covers claims reported up to three (3) years beyond the date that this Master Agreement is terminated. Supplier shall procure and maintain insurance which shall protect the Offeror and The State and/or end user (as an additional insured) from any claims from bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein. Offeror shall procure and maintain the insurance policies described below at the their own expense and shall furnish to the Procurement Manager an insurance certificate listing The State of Utah as certificate holder and as an additional insured. The insurance certificate must document that the Commercial General Liability insurance coverage purchased by the authorized dealer to include contractual liability coverage applicable to this Master Agreement. In addition, the 29 | P a g e

insurance certificate must provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of notice of cancellation to The State of Utah.

1) Workers’ Compensation Insurance – The Offeror must comply with the Lead State requirements and provide a certificate of insurance.2) Commercial General Liability Policy per occurrence - $1,000,000. Coverage to include bodily injury and property damage combined single limit.

Other participating states may have insurance requirements that will be addressed in their specific participating addendums.

7.2 WSCA-NASPO Terms and Conditions

In addition to terms and conditions in this request for proposal, the Master Agreement will incorporate the WSCA-NASPO Master Agreement terms and conditions, as modified herein.

The following modifications are hereby made to the WSCA-NASPO Master Agreement:

Section 7.2.1 WSCA-NASPO eMarket Center

In July 2011, WSCA-NASPO entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible WSCA-NASPO entity’s customers to access a central online website to view and/or shop the goods and services available from existing WSCA-NASPO Cooperative Contracts. The central online website is referred to as the WSCA-NASPO eMarket Center Contractor shall either upload a hosted catalog into the eMarket Center or integrate a punchout site with the eMarket Center.

Supplier’s Interface with the eMarket CenterThere is no cost charged by SciQuest to the Contractor for loading a hosted catalog or integrating a punchout site.

At a minimum, the Contractor agrees to the following:

1. Implementation Timeline: WSCA-NASPO eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with WSCA-NASPO and SciQuest to set up an enablement schedule, at which time SciQuest’s technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request.

2. Definition of Hosted and Punch-out: WSCA-NASPO and SciQuest will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the Contractor’s awarded contract offering (e.g. products and/or services not authorized

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through the resulting cooperative contract should not be viewable by WSCA-NASPO Participating Entity users). a. Hosted Catalog . By providing a hosted catalog, the Contractor is providing a

list of its awarded products/services and pricing in an electronic data file in a format acceptable to SciQuest, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data annually to the eMarket Center for WSCA-NASPO Contract Administrator’s approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center.

b. Punch-Out Catalog . By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce extensible Markup Language (CXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update quarterly to the Contract Administrator stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-Quote functionality to facilitate volume discounts.

3. Revising Pricing and Product Offerings: Any revisions (whether an increase or decrease) to pricing or product/service offerings (new products, altered SKUs, etc.) must be pre-approved by the WSCA-NASPO Contract Administrator and shall be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on an annual basis (on the anniversary of the execution of the Master Agreement). The following conditions apply with respect to hosted catalogs:

a. Updated pricing files are required by the 1st of the month and shall go into effect in the eMarket Center on the 1st day of the following month (i.e. file received on 1/01/13 would be effective in the eMarket Center on 2/01/13). Files received after the 1st of the month may be delayed up to a month (i.e. file received on 11/06/09 would be effect in the eMarket Center on 1/01/10).

b. Contract Administrator-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor’s submitted pricing files will delay the implementation of the price changes in eMarket Center.

4. Supplier Network Requirements: Contractor shall join the SciQuest Supplier Network (SQSN) and shall use the SciQuest’s Supplier Portal to import the Contractor’s catalog and pricing, into the SciQuest system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (CXML) or through low-tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the SciQuest Supplier Network Services team at 800-233-1121.

5. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements:

a. Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and

b. The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract between the Contractor and the Contract Administrator; and

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c. The Catalog must include a Lead State contract identification number; andd. The Catalog must include detailed product line item descriptions; ande. The Catalog must include pictures when possible; andf. The Catalog must include any additional WSCA-NASPO and Participating

Addendum requirements.*

6. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or CXML.

a. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor’s receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day.

7. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by SciQuest for the suppliers and are upgraded every year. WSCA-NASPO reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. More information about the UNSPSC is available at: http://www.unspsc.com and http://www.unspsc.com/FAQs.asp#howdoesunspscwork .

8. Applicability: Contractor agrees that WSCA-NASPO controls which contracts appear in the eMarket Center and that WSCA-NASPO may elect at any time to remove any supplier’s offering from the eMarket Center.

9. The WSCA-NASPO Contract Administrator reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the WSCA-NASPO Contract Administrator and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement.

* Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different WSCA-NASPO Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions.  Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable.   The system will deliver the appropriate contract pricing to the user viewing the catalog.

Several WSCA-NASPO Participating Entities currently maintain separate SciQuest eMarket places; these Participating Entities do enable certain WSCA-NASPO Cooperative Contracts. In the event one of these entities elects to use this WSCA-NASPO Cooperative Contract (available through the eMarket Center) but publish to their own eMarket place, the Contractor agrees to work in good faith with the entity and WSCA-NASPO to implement the catalog. WSCA-NASPO does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate SciQuest catalogs.

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7.3. Offeror Exceptions to Terms and Conditions

In responding to this RFP, Offerors agree to abide by all terms and conditions contained herein. Offerors should identify or seek to clarify any problems with contract language, specifications using the question and answer process in Section 1. Exceptions to terms and conditions are discouraged, but offerors are permitted to identify exceptions during the Question and Answer Period only.

In the event that the bidder/offeror would like to present terms and conditions that are in conflict with either these terms and conditions or those set forth in the RFP, the bidder/offeror must present those conflicts during the Question and Answer period for the Lead State to consider. Any conflicting terms and conditions that the Lead State is willing to accept will be reflected in an addendum to the RFP. The Lead State’s terms and conditions shall prevail over any conflicts set forth in a bidder/offeror’s proposal that were not submitted through the question and answer process and approved by the Lead State. Nothing in these terms and conditions shall prohibit the Director of the Division of Purchase and Property (Director) from amending a contract when the Director determines it is in the best interest of the State.

The Lead State reserves the right to evaluate the extent of the terms and conditions to assess the risk to the states. Offerors are cautioned that award may be made on receipt of initial proposals, and competitive ranges may be established before any discussions, so exceptions may prejudice the Offeror’s ability to be considered for award.

Moreover, exceptions that in the judgment of the Lead State represent significant risk significantly deviate from requirements imposed by state law, or that involve comprehensive revisions to standard terms and conditions may be result in a proposal’s being rejected as nonresponsive.

Intellectual property rights The Lead State will consider alternative terms and conditions that grant the Purchasing Entities certain minimum license rights. The exceptions and proposal alternative terms and conditions must at a minimum, grants to the States, their agencies and political subdivisions, a perpetual, irrevocable, non-exclusive, royalty-free license to use the Works (including software and including data and related software documentation) required for performance under this contract. This license must include the rights to:

1) Reproduce and use, and permit others to reproduce and use for the States the Work,

2) Prepare derivative Works necessary to perform the contract, 3) In the case of software, prepare copies for archive purposes, 4) Receive upgrades and updates to software within 30 days of commercial release,

and 5) Use the software on any government computer being used for contract purposes.

The licensor must grant these rights without any additional compensation.

Warranties The States will accept proposals which disclaim the warranties of merchantability, fitness for a particular purpose, or express warranties except as they may arise out of written requirements in this request for proposal, the responder’s proposal, or written materials submitted in connection with market research and maintained in the Lead State’s procurement files. The States will not accept disclaimers of the warranty of title and against infringement. The warranty provisions may be clarified during post award contract formalization in a manner described in the proposal to align its operation with the inspection and acceptance protocol proposed and accepted by the States.

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Inspection and Acceptance Terms and conditions governing inspection and acceptance may be clarified during post-award contract formalization, so long as the clauses reserve the right to termination and other remedies available at law and equity in the event that other contractor repair or cure obligations proposed by the contractor fail of their essential purpose. Any clarification to inspection and acceptance provisions must be described in the proposal.

Insurance The Offeror shall be required to meet the insurance requirements specified in this RFP by the Lead State and in the Participating Addenda or Participating States. The States will consider bonafide self-insurance programs as compliant with the insurance provisions so long as they meet applicable State requirements and, in the judgment of the State, provide comparable coverage and protection against risk to the States. Any responder proposing such coverage must provide information requested by the States it deems necessary to evaluate the self- insurance program.

Limitation of Liability

The States will agree to commercially reasonable limitation of liability clauses that limit the contract breach remedies. The limits on such clauses are:

1. Limitations of liability must exclude from their operation claims or liability for damage to tangible property and bodily injury (including death) arising out of acts of the contractor.

2. Claims and damages arising out of intellectual property infringement actions must be excluded from any limitation of liability provision, although the States will agree to reasonable notice and litigation control provisions that further clarify the operation of the indemnification obligation.

3. Responders must identify any limitation of liability provisions that they intend to propose. The States reserve the right to consider during the evaluation their assessment of increased risk suffered from inclusion of limitation of liability provisions.

In this regard, Offerors are advised that the States have varying constitutional and statutory constraints on the ability to agree to liability allocation provisions. A State may further modify limitation of liability and other liability allocation provisions in their Participating Addendum to make them compliant with state law.

7.4. Orders and Project-Specific Quotes, e.g. Task Orders

(a) This solicitation is designed to permit Purchasing Entities to define project-specific requirements and informally complete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing.

(b) Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Ordering Entity’s rules, policies, and procedures, as identified by the Purchasing Entity, regarding the ordering of supplies and/or services contemplated by this Master Agreement.

(c) Contractor shall not begin work without a valid Purchase Order number (or other appropriate commitment document compliance with the law of the Purchasing Entity).

(d) Orders may be placed consistent with the terms of this Master Agreement during the term of

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the Agreement.

(e) All Orders pursuant to this Master Agreement, at a minimum, shall include:

(1) The services or supplies being delivered;(2) The place and requested time of delivery;(3) A billing address;(4) The name, phone number, and address of the Purchasing Entity representative;(5) The price per hour or other pricing elements consistent with this Master Agreement

and the contractor’s proposal;(6) A ceiling amount of the Order for services being ordered; and (7) The Master Agreement identifier.

(f) All communications concerning administration of Orders placed shall be furnished solely to the purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

(g) Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

(h) Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Price Agreement may not be placed after the expiration or termination of this Price Agreement, notwithstanding the term of any such indefinite delivery order agreement.

(i) The Purchasing Entity may in its sole discretion determine which Master Agreement Vendors should be solicited for a quote. The Purchasing Agency may select the quote that it considers most advantageous, cost and other factors considered.

(j) All orders will be memorialized using the ordering instrument appropriate for the task and compliant with Purchasing Entity requirements for use of contracts and purchase orders.

(k) The Master Agreement contractor shall report to the Lead State a summary of the terms (including pricing) when orders result in prices or rates more favorable than the prices or rates established in this Master Agreement.

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