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Connecticut State University SystemCentral Connecticut State UniversityEastern Connecticut State UniversitySouthern Connecticut State UniversityWestern Connecticut State UniversitySystem OfficeSTANDARD TERMS AND CONDITIONSI.DEFINITIONSThe following words, when used herein, shall have thefollowing meanings:1. “Contract” shall mean any agreement negotiated by andbetween CSU and the contractor selected by CSU as theresult of a request for proposal, request for quotation, orrequest for bid, including, but not limited to, a personalservice agreement or purchase order.2. “CSU” shall refer to the Connecticut State UniversitySystem, which is comprised of Central Connecticut StateUniversity, Eastern Connecticut State University,Southern Connecticut State University, WesternConnecticut State University and the System Office,collectively and individually, as the context requires.3. “Person” shall mean an individual, partnership,corporation or other business entity, as the contextrequires.4. “Proposal” shall mean a response to a request for proposal,request for bid, or request for quotation.5. “Proposer” shall mean a contractor that submits a responseto a request for proposal, request for bid, or request forquotation.6. “RFP” shall mean a request or invitation for proposal, bid,or quotation, as applicable.II.1.2.3.4.5.6.7.B. Submission of Proposals1. Proposals must be submitted on forms supplied by CSU.Telephone, facsimile, or email proposals will not beaccepted in response to an RFP.2. The time and date proposals are to be received and openedare stated in each RFP issued by CSU. Proposals receivedin the applicable CSU purchasing department after thedate and time specified in the RFP will be returned to theproposer unopened. Proposal amendments received byCSU after the time specified for opening of proposals shallnot be considered.3. All proposals must be addressed to the location designatedin the RFP. Proposal envelopes must clearly state theproposal number as well as the date and time of theopening of the proposals, as stated in the RFP. The nameand address of the proposer must appear in the upper lefthand corner of the envelope.4. Proposals must be computer prepared, typewritten orhandwritten in ink. Proposals submitted in pencil will berejected.5. Proposers must answer all the questions set forth in theRFP using the outline and numbering scheme set forththerein. Proposers must furnish all information requestedin the RFP and supply all materials required forconsideration. Failure of the proposer to answer allquestions and supply all information and materialsrequested may be grounds for rejection of the proposal.6. All proposals must be signed by a person duly authorizedto sign proposals on behalf of the proposer. All signatureson the proposal must be original. Proposals bearing stampsignatures will be rejected. Unsigned proposals will berejected.7. Alterations or corrections to the proposal must be initialedby the person signing the proposal or his or her authorizeddesignee. All initials on alterations or corrections to theproposal must be original. In the event that an authorizeddesignee initials an alteration or correction, the proposermust submit a written authorization from the proposal’ssignatory to the authorized designee, authorizing thedesignee to make the alteration or correction. Failure tosubmit such an authorization shall result in rejection ofproposal as to those items altered or corrected and notinitialed.8. Conditional proposals are subject to rejection in whole orin part, in the sole discretion of CSU. A conditionalproposal is defined as one that limits, modifies, expands orsupplements any of the terms and conditions and/orspecifications of the RFP.9. Alternate proposals will not be considered by CSU, unlessotherwise noted on the RFP or on the proposal form. Analternate proposal is defined as one that is submitted inaddition to the proposer’s primary response to the RFP.10.CSU does not sponsor any one manufacturer’s products,but lists equipment by name and model number todesignate the quality and performance level desired.Proposers may propose substitutes similar in nature to theTERMS AND CONDITIONS RELATED TOREQUESTS FOR PROPOSALSA. General ConditionsCSU reserves the right to amend or cancel an RFP prior tothe date and time for the opening of proposals. CSU, in itssole discretion, reserves the right to accept or reject anyand all proposals, in whole or in part, and to waive anytechnicality in any proposal submitted, and to accept anypart of a proposal deemed to be in the best interest ofCSU.Proposals received from proposers debarred by the Stateof Connecticut will not be considered for award.CSU does not commit to specific volumes of activity, nordoes it guarantee the accuracy of statistical informationprovided in the RFP. Such information is supplied toproposers for reference only.All responses to the RFP shall be and remain the soleproperty of CSU.Each proposer shall bear all costs associated withproposer’s response to an RFP, including, but not limitedto, the costs of any presentation and/or demonstrationrequired by CSU. In addition, answers or clarificationssought by CSU arising out of or in connection with theproposal shall be furnished by the proposer at theproposer’s expense.CSU reserves the right to negotiate, as it may deemnecessary, with any or all of the proposers that submitproposals.Any alleged oral agreement or arrangement made by anyproposer with CSU or any employee thereof shall not bebinding.1

equipment specified. The substitute must, in the soledetermination of CSU, be equal in quality, durability,appearance, strength and design to the equipment orproduct specified in the RFP, or offer a clear advantage toCSU because of improved or superior performance. Allproposals including equipment or product substitutes mustbe accompanied with current descriptive literature on, anddata substantiating, the equal or superior nature of thesubstitute. All final decisions concerning substitutes willbe made by CSU prior to any award. The word substituteshall not be construed to permit substantial departure fromthe detailed requirements of the specifications.11.Each proposer’s prices must be firm for a period up to 120days from date of the opening of proposals. Prices mustbe extended in decimal, not fraction, must be net, andmust include transportation and delivery charges, fullyprepaid by the contractor, to the destination specified inthe proposal, and subject only to cash discount.3.D.1.12. Pursuant to Section 12-412 of the Connecticut GeneralStatutes, the State of Connecticut is exempt from thepayment of excise, transportation and sales taxesimposed by the Federal Government and/or the State.Accordingly, such taxes must not be included inproposal prices.13. If there is a discrepancy between a unit price and anextended price, the unit price will govern.14. By submitting a proposal, the proposer asserts that theoffer and information contained therein is in all respectsfair and without collusion or fraud and was not made inconnection with any competing proposer’s submissionof a separate response to the RFP. By submitting aproposal, the proposer further asserts that it neitherparticipated in the formation of CSU’s solicitationdevelopment process nor had any knowledge of thespecific contents of the RFP prior to its issuance, andthat no employee of CSU participated directly orindirectly in the preparation of the proposer’s proposal.15. It is the proposer’s responsibility to check the websiteof the State of Connecticut Department ase/Portal/Portal Home.asp)forchanges prior to the proposal opening. It is theresponsibility of the proposer to obtain all informationrelated to proposal submission including, withoutlimitation, any and all addenda or supplementsrequired.16. Any person contemplating submitting a proposal who isin doubt as to the true meaning of, or is in need ofclarification of, any part of the RFP or thespecifications set forth therein, must submit a writtenrequest for clarification to CSU. The proposer may relyonly upon a response to a request for clarification setforth in writing by CSU.17. Proposals for the provision of services must include thecost of obtaining all permits, licenses, and noticesrequired by the city or town in which the services is tobe provided, and the State and Federal governments.18. Each proposer must complete and submit with itsproposal the following non-discrimination andaffirmative action forms: the Notification to Proposers,Contract Compliance, and EEO-1. It shall not besufficient to declare or state that such forms are on filewith the State of Connecticut. Failure to include therequired forms shall result in rejection of the proposal.C. Samples1.Samples, when required by the RFP, must be submittedstrictly in accordance with the requirements of the RFP.2.Any and all required samples shall be furnished by theproposer at no cost to CSU. All samples, unless2.3.otherwise indicated, will become the property of CSUand will not be returned to the proposer unless theproposer states in the proposal that the sample’s returnis requested. A sample will be returned on the requestof the proposer if the sample has not been rendereduseless or beyond its useful life. The proposer must paythe costs associated with the return of any sample.Samples may be held by CSU for comparison withactual product deliveries.The making of chemical and physical tests of samplessubmitted with proposals shall be made in the mannerprescribed by CSU.Bonding Requirements / Guaranty or SuretyIf required by this RFP, the proposal must beaccompanied by a bid bond or a certified check in anamount that is ten percent (10%) of the bid amount.The bid bond must be executed by an insurancecompany licensed to do business in the State ofConnecticut. Certified checks must be made payable toCSU or the appropriate CSU University.The proposal bond must be executed by the proposer asfollows:(a) If the proposer is a corporation - must be signedby an official of the corporation above his or herofficial title, and the corporate seal must be affixed overthe signature;(b) If the proposer is a partnership - must be signedby a general partner;(c) If the proposer is an individual - must be signedby the individual and indicate that he or she is “doingbusiness as . . . .”The surety company executing the bond orcountersigning must be licensed in Connecticut and thebond must be signed by an official of the suretycompany with the corporate seal affixed over his or hersignature. Signatures of two witnesses for both theprincipal and the surety must appear on the bond.III. CONTRACT AWARD1.All proposals properly submitted will be opened andread publicly. Upon award, the proposals are subject topublic inspection. CSU will not prepare abstracts ofproposals received for distribution, nor will informationconcerning the proposals received be conveyed bytelephone.2.Award will be made to the lowest responsible qualifiedproposer who complies with the proposal requirements.Price alone need not be the sole determining factor foran award. Other criteria, listed in the RFP, may beconsidered by CSU in the award determination.3.CSU reserves the right to grant an award and/or awardsby item, or part thereof, groups of items, or all items ofthe proposal and to waive minor irregularities andomissions if, in CSU’s judgment, the best interests ofCSU or the State of Connecticut will be served.4.CSU reserves the right to correct inaccurate awardsresulting from its administrative errors.5.The Award Notice and Offer (to enter into a formalcontract) shall be sent to the awarded proposer by firstclass certified mail, return receipt requested, to theaddress provided in the awarded proposal, or byovernight courier.The Notice and Offer shallconstitute an offer by CSU to enter into negotiations tocome to a formal contract agreement. If the proposer,within ten (10) business days of receipt of said Noticeand Offer, declines to begin contract negotiations, thenthe offer to negotiate a contract may be withdrawn andan offer to negotiate a contract extended to the nextlowest responsible qualified proposer, and so on until acontract is negotiated and executed.2

6.Each proposal submitted shall constitute an offer by theproposer to furnish any or all of the commodities orservices described therein at the prices given and inaccordance with conditions set forth in the proposal, theRFP, and these “Standard Terms and Conditions.”Acceptance and resulting contract formation shall be ina formal written document authorized by CSU’sPurchasing Department and where applicable, approvedby the Attorney General, and shall comprise the entireagreement between the proposer and CSU.8.9.IV. TERMS AND CONDITIONS RELATED TOCONTRACT WITH SUCCESSFUL PROPOSERBy submitting a response to the RFP, the proposeragrees that any contract negotiated between it (if thesuccessful proposer), as contractor, and CSU maycontain the following provisions, as deemed applicableby CSU:A. General Conditions1.Any product developed and accepted by CSU under acontract awarded as a result of an RFP shall be soleproperty of CSU, unless stated otherwise in thecontract.2.Data collected or obtained by the contractor inconnection with the performance of the contract shallnot be shared with any third party without the expresswritten approval of CSU.3.The contractor shall defend, indemnify and holdharmless CSU, its officers and employees, against anyand all suits, actions, legal or administrativeproceedings, claims, demands, damages, liabilities,monetary loss, interest, attorney’s fees, costs andexpenses of whatsoever kind or nature arising out of theperformance of the agreement, including those arisingout of injury to or death of contractor’s employees orsubcontractors, whether arising before, during or aftercompletion of the services thereunder and in anymanner directly or indirectly caused, occasioned orcontributed to in whole or in part, by reason of any act,omission, fault or negligence of contractor or itsemployees, agents or subcontractors. Without limitingthe foregoing, the contractor shall defend, indemnifyand hold CSU and the State of Connecticut harmlessfrom liability of any kind for the use of any copyrightor un-copyrighted composition, secret process, patentedor unpatented invention furnished or used in theperformance of the contract. This indemnification shallbe in addition to the warranty obligations of thecontractor and shall survive the termination orcancellation of the contract or any part thereof.4.The contactor shall: (i) guarantee its products againstdefective materials and workmanship; (ii) repairdamage of any kind, for which it is responsible, toCSU’s premises or equipment, to its own work or to thework of other contractors; (iii) obtain and pay for allapplicable licenses, permits, and notices; (iv) give allnotices and comply with all requirements of themunicipality in which the service is to be provided andof the State and federal governments; and (v) carryproper and sufficient insurance to protect the State fromloss.5.The contract shall be interpreted and governed by thelaws of the State of Connecticut, without regard to itsprinciples of conflicts of laws.6.The contractor agrees that it shall be subject to andabide by all applicable federal and state laws andregulations.7.The contractor agrees that it shall comply with Section4a-60 of the Connecticut General Statutes and withExecutive Orders Nos. 3, 16, 17 and 7C.10.11.12.13.14.15.16.17.3The contractor agrees that the sole and exclusive meansfor the presentation of any claim against the State ofConnecticut, the Connecticut State University or theBoard Of Trustees arising from a contract with CSU,shall be in accordance with the provisions of Chapter53 of the Connecticut General Statutes (Claims Againstthe State) and that no additional legal proceedings willbe initiated in any state or federal court in addition to,or in lieu of, said Chapter 53 proceedings.The contractor agrees that CSU shall have and retainsole and exclusive right and title in and to the forms,maps, and/or materials produced for CSU pursuant tothe contract, including all rights to use, distribute, sell,reprint, or otherwise dispose of same. The contractorfurther agrees that it shall not copyright, register,distribute, or claim any rights in or to said maps and/ormaterials or the work produced under the contract.The contractor or subcontractor, as applicable, shalloffer and agree to assign to CSU all rights, title andinterest in and to all causes of action it may have underSection 4 of the Clayton Act, 15 U.S.C. 15, or underChapter 624 of the general statutes, arising from thepurchase of services, property or intangibles of anykind pursuant to a public purchase contract orsubcontract; such assignment shall be made andbecome effective at the time the contract is executed bythe parties, without further acknowledgment by them.The contractor shall not assign or otherwise dispose ofthe contract or its right, title or interest therein, or itspower to execute such contract, to any other personwithout the prior written consent of CSU.CSU reserves the right to inspect commodities forconformance with proposal specifications.Whencommodities are rejected by CSU, said commoditiesshall be removed by the contractor, at the contractor’sexpense, from the CSU premises within forty-eight (48)hours after notification of such rejection, unless publichealth and safety require immediate destruction or otherdisposal of such rejected delivery. Rejected items leftlonger than forty-eight (48) hours shall be consideredabandoned by the contractor and CSU shall have theright to dispose of them as its own property.If any provision, term or condition of the contract isprohibited, invalid, or unenforceable then thatprovision, term or condition shall be ineffective to theextent of the prohibition, invalidity, or prohibitionwithout invalidating the remaining provisions, termsand conditions unless it materially alters the nature orintent thereof.Should the terms of any purchase order or invoiceissued in connection with the contract conflict with theterms of the contract, the terms of the contract shallprevail.Failure of the contractor to deliver commodities orperform services as specified in the contract willconstitute authority for CSU to purchase thesecommodities or services on the open market. Thecontractor shall promptly reimburse CSU for excesscosts incurred by CSU due to these purchases, and thesepurchases shall be deducted by CSU from the quantitiescontracted for.No right or duty, in whole or in part, of the contractorunder the contract may be assigned or delegatedwithout the prior written consent of CSU. Thesubcontracting or assignment of any of contractor’sobligations under the contract to a subcontractor shallrequire the prior written approval of CSU.Upon termination of the contract by CSU, thecontractor shall both immediately discontinue allservices (unless the notice directs otherwise) and

18.1.2.3.4.5.deliver to CSU all data, drawings, specifications,reports, estimates, summaries, and such otherinformation and materials as may have beenaccumulated by the contractor in performing its dutiesunder the contract, whether completed or in progress.All such documents, information, and materials shallbecome the property of CSU.The State of Connecticut shall assume no liability forpayment for services under the terms of the contractuntil the contractor is notified that the contract has beenaccepted by CSU and, if applicable, approved by theOffice of Policy and Management (“OPM”) or theDepartment of Administrative Services (“DAS”) and bythe Attorney General of the State of Connecticut.B. InsuranceBefore commencing to perform services pursuant to thecontract, the contractor shall obtain, at its own cost andfor the duration of the contract, the following insurance:(a) Commercial General Liability: 1,000,000combined single limit per occurrence for bodily injury,personal injury and property damage. Coverage shallinclude Premises and Operations, IndependentContractors, Products and Completed Operations,Contractual Liability and Broad Form Property Damagecoverage. If a general aggregate is used, the generalaggregate limit shall apply separately to the project orthe general aggregate limit shall be twice theoccurrence limit.(b) Automobile Liability: 1,000,000 combinedsingle limit per accident for bodily injury. Coverageextends to owned, hired and non-owned automobiles.If the contractor does not own an automobile, but one isused in the execution of the contract, then only hiredand non-owned coverage is required. If a vehicle is notused in the execution of the contract then automobilecoverage is not required.(c) Professional Liability: 1,000,000 limit ofliability.(d) Workers’ Compensation and Empl

Mass Notification System Addendum # 2 Date: July 16, 2008 The following questions have been addressed : 1. Is notification required to be triggered over a radio frequency? The spec call for UHF 2. Are you open to alternative methods of triggering notification? No 3. Who is the technical point of contact, the person who wrote the specifications?