INFORMATION FOR BID
[TITLE OF PROCUREMENT]
Return to: Purchasing Associate
Research Foundation for The State University of
New York
Office of Research Purchasing & Contracts
Management Services Center Room 302
1400 Washington Avenue
Albany, NY 12222
Attn: Purchasing Agent
(518) 437-4570 Phone
(518) 437-4571 Fax
e-mail: purchasingagent@albany.edu
Bid #13044
Date Due: XX/XX/XX at 2:30 p.m.
SERVICE CONTRACTS: Foundation the right to cancel a contract with 30 days written notice.
SAFETY REQUIREMENTS: (a) The contractor shall perform his work in strict accordance with the NYS Dept. of Labor industrial code
Rule 21; failure to comply with the safety procedures required under the specified code will result in termination of the contract. (b) Prior
to the beginning of the specified work, the successful contractor must contact the University Environmental health & Safety Officer (4423495), submitting Material Safety Data Sheets and/or samples of the products to be used. This will enable the Safety Office to determine
the possible hazard(s) associated with the products to be used, and to recommend appropriate safety procedures to be followed and/or
equipment to be used.
TERMS:
1. A copy of bidders Standard Terms and Conditions will NOT be considered relevant to this bid and should not be included with the
bid. In order to be considered, deviations must be submitted in a letter attached to bid.
2. The Foundation reserves the right to accept all, part or none of the bid.
3. Bids submitted shall remain firm and in effect for a period of 90 days. Low bid is not an order until approval and formal order is
received.
4. Delivery terms are F.O.B. Destination. Any delivery costs must be included in the item prices.
5. Facsimile bids submitted at the sole option and risk of the bidder and fully governed by the terms of this bid may be considered at the
discretion of the Purchasing Department. Access to the facsimile machine is on a “first come, first serve” basis, and the Foundation
bears no liability or responsibility and makes no guarantee whatsoever with respect to the bidder’s access to such equipment at any
specific time. Such bids must outline, in sufficient detail, the commodity offered including, where applicable, such specifics as its
make and model number and shall provide other information required by this bid document. Confirmation of the facsimile bid must
be submitted on the bid form and must be received in this office within six calendar days following the bid due date.
USE INK OR TYPEWRITER WHEN PREPARING YOUR BID.
BIDDERS MUST ANSWER THE FOLLOWING QUESTIONS:
1. Is the price quoted the same as or lower than that quoted other corporations, institutions or governmental agencies on similar
equipment or supplies in like quantity o similar services?
YES____ NO____ If no, explain
_____________________________________________________________________________________________
2. Is your company independently owned & operated?
YES____ NO____
3. ARE YOU A MINORITY OWNED BUSINESS?
YES____ NO____ A Minority Business is 51% owned or controlled by
Black, Hispanic, Asian or American Indian. You must be a Citizen or Permanent Resident Alien.
4. ARE YOU A WOMAN OWNED BUSINESS?
YES____ NO____
CASH DISCOUNTS WILL NOT BE CONSIDERED IN DETERMINING THE LOW BIDDER BUT WILL BE CONSIDERED TO
AWARD TIE BIDS. CASH DISCOUNTS OF LESS THAN 1% WILL NOT BE CONSIDERED. All Prices are F.O.B. destination.
__________% Cash Discount for payment within 15 days of delivery and/or receipt of voucher.
__________% Cash Discount for payment within 30 days of delivery and/or receipt of voucher.
Bidder’s Signature__________________________________________________
Official Title:__________________________ Printed Or Typed Copy of Signature_____________________________
Telephone Number (area code & number):___________________________ Fax Number:________________________
Employer’s Federal Identification Number:__________________________________
IF YOU ARE NOT SUBMITTING A BID:
PLEASE CHECK THE BOX BELOW INDICATING YOUR REASON FOR NOT SUBMITTING A BID AND RETURN ONE COPY
TO THE PURCHASING OFFICE.
___Can not provide the requested commodity/service within the allotted time frame.
___Do not provide all or some of the requested commodity/service.
___Other (specify below).
___Please remove our name from the mailing list for this commodity/service.
It is important that you respond to this Bid. Failure to respond to three successive Bids may result in your name being removed from the
mailing list for this commodity group.
The Department of XXXXXX requires one (1) Scanning Electronic Workstation to support projects requiring ultrahigh
resolution, one (1) Scanning Electronic Microscope consisting of microscope, control software, and probe. The workstation
is to be initially configured as a scanning electronic. The workstation will be used for characterization of candidate materials
for electronic materials, and for other programs in the Department. The workstation must be capable of use with related
techniques such as spectroscopy. The new tool will be used as a state-of-the-art laboratory instrument in our Dept.
The specific requirements are listed below.
A one year warranty on the entire system from date of final qualification and acceptance.
Workstation
Closed loop x,y,z positioning system with zero hysteresis

Microstepping scan motors with resolution of 10 nm or less in all 3 directions (x, y, z)

Linear position resolution of 100 nanometers or less.

Motor scanning range of at least 70 mm in all 3 directions (x, y, z)

Limit switches on all three axes of motion (x, y, z)

Maximum scanning speed of 2 mm per second

Direct single USB connection from workstation to host computer

Positioning equipment capable of supporting the following characterization technique: Scanning Electrochemical
Microscopy,
Scanning Electron Microscope

Floating cell using two independent stats to enable current experiments on one example while maintaining steady state
on a second sample.

Set potential range:
+ 2.000 volts

Set potential resolution:
16 bits at 100 kHz

Compliance voltage:
+ 8 volts

Maximum current:
20 milliamps

Low current measurability:
Better than 1 picoamp

LCD display with real-time potential and current data

Potential rise rate: 1 volt/microsecond

Applied potential resolution:

Control and analysis software with the following capabilities:
16 bit

Microsoft Windows™ based

x, y, and z line and area scans

z-probe approach curve

Pre-programmed control capabilities:

Chronoamperometry
Chronopotentiometry

Pre-programmed code that enables user-defined experiments in addition to standard techniques and scanning
capabilities (e.g., allowing user to control the scanning ).

Displacement scan parameters that can be defined by the user:

Measurement of x, y, and z coordinates at any point post-acquisition.

ASCII exportable data files.

Software capable of supporting equipment, operation, and scanning
Required for each axis (x, y, z).

Universal probe clamp to accommodate any probe type with easy positioning.

Comprehensive user manuals.
Acquisition of up to 100,000 data points in each axis (x, y, z) at an acquisition rate of up to 100 kHz

Capable of direct mount to the workstation base.

Cover for sample/test volume with access for test probe.

At least 4 external ports.

Adjustable electrode holders.

Capable of supporting external adjustment of fluid level and testing under controlled atmospheres and with liquid flows.
The following must be performed as per agreement and must be included as pricing of the system
Set up of workstation and scanning electron microscope at customer site.

System start-up and basic functionality tests at customer site.

Operation and performance testing at customer site. Note that specifications must be met before system is commissioned
and signed off

2 days of on-site training after commissioning
PRICES
Unit prices are to include freight charges for inside delivery and F.O. B Destination. Prices quoted are to remain firm for a
minimum of 90 days from the bid opening date.
ALTERNATES
The Foundation will determine the equivalency of alternate models offered by bidders. Bidders submitting alternate bids
should submit appropriate literature describing the features of the product being offered. Failure to provide information
requested by the Foundation within three business days of a written request will result in the contractors bid being rejected.
The Foundation reserves the right to request clarifications from offerors for purposes of assuring full understanding of
responsiveness and further reserves the right to permit revisions from all offerors determined to be susceptible to being
selected for contract award, prior to award. Alternates should meet or exceed the requirements listed.
The Foundation reserves the right to eliminate mandatory requirements unmet by all offerors.
TERMS
The Foundation reserves the right to reject separable portions of any offer, to negotiate terms and conditions consistent with
the solicitation, and to make an award for any or all remaining portions.
Any terms which are attached or referenced with a submission shall not be considered part of the bid or proposal, but shall be
deemed included for informational purposes only.
EQUIPMENT
Full equipment with all appurtenances, complete and ready for operation shall be furnished and delivered. All parts, which
are not specifically mentioned, shall conform to the best practice known to the trade in strength, quality of material and
workmanship. Where any part is not described, it shall be understood that what is usually provided in the manufacturer’s
stock model shall be furnished.
GUARANTEED
The contractor guarantees that the equipment is standard new equipment. Every unit shall be guaranteed against faulty
material and workmanship for a period of at least one-year from the date of delivery, except when the manufacturer’s
standard guarantee exceeds one year, the longer period shall apply. If during this period, such faults develop, the unit or part
affected shall be replaced without any cost to the Foundation. Transportation charges to and from repair station, cost of repair
parts, cost of labor and any incidental expenses, shall be the contractor’s liability.
The contractor guarantees that the parts used to repair broken instrumentation are new parts and specific for that particular
manufacturer and model of equipment. Every repair shall be guaranteed against faulty replacement parts and workmanship
for a period of 1 year except when the manufacturer’s standard guarantee exceeds one year, the longer period shall apply. If
during this period, such faults develop, the unit or part affected shall be replaced without any cost to the Foundation.
Transportation charges to and from repair station, cost of repair parts, cost of labor and any incidental expenses, shall be the
contractor’s liability.
EXTENDED WARRANTY
Should the Foundation choose to purchase an extended warranty; the warranty must cover all parts and labor, travel, filters,
fluids, etc. Please attach a copy of your extended warranty and note exclusions. The extended warranty if selected would take
effect after the initial one-year guarantee period has expired.
ATTACHMENTS & REPLACEMENT PARTS
All replacement parts and related accessories listed in the manufacturer's catalog shall be available. Bidder shall indicate
applicable discount (s) from list on any and all replacement parts and accessories currently listed in catalogs and or bulletins
of manufacturer quoted to bid, at which the Foundation may purchase them. Discount, list number and dated should be
attached to the vendors bid.
INSTRUCTION & MANUALS
On site instruction in the proper use and maintenance of the equipment is required. An operational and maintenance manual
including a parts list shall be provided with the machine.
LUBRICATION
Provisions shall be made for proper lubrication of all parts requiring periodic lubrication. All lubricated parts, shall be
adequately sealed or otherwise protected against entrance of foreign matter and shall not leak oil or grease.
SAFETY DEVICES
All equipment shall be equipped with required safety devices for protecting the operator and others from injury. Equipment
shall comply with all applicable codes, laws and regulations of the State of New York.
CONTRACT PAYMENTS
The Foundation cannot process payments until the contract item has been delivered in satisfactory condition and setup and
commissioning has been approved. Payment will be based on an invoice used in supplier’s normal course of business,
however, such invoice must contain sufficient data including but not limited to, purchase order number, description of
material, quantity, unit and price per unit, as well as Federal Identification Number.
INSURANCE
Contractor, shall at all times, at its own expense, obtain and carry comprehensive liability insurance, property damage
insurance and Workers' Compensation insurance of adequate amounts, naming the State of New York, the State University
of New York and The Research Foundation for The State University of New York. Contractor shall keep such insurance
in force for the duration and term of this agreement. The insurance required shall be obtained from insurance company (ies)
licensed to do business in the State of New York and shall have as minimum limits of insurance:
1. Commercial General Liability $2,000,000 each occurrence combined (bodily injury & (including Protective &
property damage) Contractual Liability, Single limit-each occurrence Product Liability) $2,000,000 aggregate
2. Automobile Liability $1,000,000 each occurrence (owned, leased, hired and non-owned vehicles)
3. Workers Compensation, Employers Liability and Disability Benefits as required by New York State.
4. Owners Protective Liability Policy $1,000,000 combined (bodily injury and property damage) single limit per
occurrence $2,000,000 aggregate
DELIVERY
Delivery and installation is requested to be six weeks or less after receipt of order. Inside delivery is required.
BID TIMETABLE
Event
Bid Release
Closing Date for Inquiries
Bid Opening
Date
Time
March 9, 201x
March 20, 201x
March 31, 201x
5:00 PM
2:30 PM
AWARD
Award will be made by the lowest grand total to the responsive and responsible bidder meeting all of the requirements
outlined herein. Please submit your costs on the attached award page. Best delivery schedule may also be considered in
making an award.
DESIGNATED CONTACT
The designated contacts for this procurement are:
Purchasing –, Purchasing Agent, Ph (518) 437-4579 Fax (518) 437-4571
purchasingagent@albany.edu
Please submit ALL questions in writing to Purchasing Agent at the contact information above. All questions are to be
received no later than 2:30 p.m. on March 20, 20xx. Answers to all questions of a substantive nature will be in the form of
written addenda and will be provided to all prospective Proposers.
SUBMITTAL OF RESPONSE:
All Bids are due by 2:30 p.m. on March 31, 201x to the following address:
Purchasing Agent
University at Albany
1400 Washington Avenue
Management Services Center Rm. 302
Office of Purchasing & Contracts
Albany, NY 12222
Bids received after this time will be considered late and will be rejected.
Award Page
METHOD OF AWARD:
Award will be made to the lowest responsive and responsible bidder.
Please enter your figures on this page only. Do not alter anything on this page or your bid may be found to be unresponsive
and may be rejected.
Scanning Electron Microscope
Quantity
1. Scanning Electron Workstation
1
2. Scanning Electron Microscope
1
Unit Total
Grand Total (including all delivery costs, set up, start up, testing, training & warranty) $___________
The following request is for Foundation informational purposes only and will not affect the method of award. Please
breakdown the price of the Scanning Electron Workstation and the Scanning Electron Microscope by the parts that makes up
the equipment where possible.
Did you complete and include in your submittal:
1 original and 4 copies (notarized) of this complete proposal? ____Yes
1 original of the Procurement Lobbying Act Compliance Form? ____Yes
____No
____No
1 original of the Vendor Responsibility Questionnaire or submission online? ____Yes ____No
Best delivery time ARO? ______________.
FOUNDATION TERMS AND CONDITIONS
1. TERMINATION
a. It is understood and agreed that the Foundation may terminate this Agreement anytime upon written notice
by registered mail addressed to Vendor at the address indicated , or such other address as Vendor may
designate in writing, whenever the Foundation determines, in its discretion, that such termination would be
in the best interests of the Foundation. Should Vendor fail to perform as required, Foundation reserves the
right to award a contract to another vendor and as a result should additional costs be incurred Vendor will
be liable for these additional costs.
b. Foundation may suspend this Agreement with cause upon ten (10) days written notice to Vendor, provided
however, that Vendor will have not more than ten (10) days from the date of such notice to remedy or cure
any default or breach to the satisfaction of Foundation upon initial notice from Foundation. Foundation may
withhold payments to Vendor for the purpose of set-off until such time as the exact amount of damages
may be determined.
c. Upon notification that this Agreement has been terminated or suspended as provided above, Vendor shall
immediately stop all work under this Agreement on the date and to the extent specified in the Notice of
Termination. Foundation agrees to compensate Vendor for all work satisfactorily performed pursuant to
this Agreement prior to termination.
d. Vendor acknowledges and agrees, that, in the event Foundation has evidence that Vendor is in default
upon any of its obligations hereunder, Foundation shall be entitled either to suspend this Agreement until a
remedy acceptable to Foundation is established, or to terminate the Agreement. Such termination shall be
effective immediately upon receipt of official written notification from Foundation. Foundation shall also be
entitled to pursue any rights or remedies, which Foundation may have against Vendor by reason of such
default, and Foundation may withhold any payments to Vendor for the purpose of set-off until such time as
the exact amount of damages may be determined.
2. PERSONNEL
a. Vendor must have and dedicate sufficient staff and all other resources that are required to meet or exceed
the mutually agreed upon work and services set forth in this RFP.
b. Foundation reserves the right to approve, reject, or cause to be replaced any or all Vendor staff assigned to
this Agreement.
c. As a result of the events from September 11, 2001, Vendor is required by Federal law to verify that all its
employees and subcontractors in its employ are legally entitled to work in the United States. Accordingly,
Foundation reserves the right to request legally mandated Vendor-held documentation attesting to the
same for each employee assigned work under this Agreement. In accord with such laws, Foundation does
not discriminate against individuals on the basis of national origin or citizenship.
3. FUNDING
a. Vendor acknowledges that the source of the funds for the payment of services hereunder is an award
issued by a Sponsor to the Foundation, and that the execution of this Agreement does not, nor does it
purport to, bind the State of New York, the State University of New York or the University at Albany, State
University of New York.
b. Vendor understands and agrees that funding for this Agreement depends on state, federal or other external
support. If any funding agency cancels or substantially reduces funding at any time during the term of this
Agreement, the Foundation will be entitled to terminate the Agreement, effective immediately upon receipt
of official written notification from the sponsoring agency. Vendor shall be entitled to payment for services
rendered and materials provided prior to the termination, and subject to offsets, if any, for claims by
Foundation against Vendor. In no event shall Foundation be liable for lost profits, or incidental,
consequential or special damages based upon the exercise of Foundation's cancellation rights.
4. INVOICE INFORMATION
a. Vendor shall submit detailed invoices outlining services provided and costs incurred. Invoices must contain
sufficient information including but not limited to purchase order number and Federal Identification Number.
Payment shall be subject to audit and assessment to ensure the provisions of this Agreement are met.
Foundation reserves the right to withhold payment, pending receipt of required deliverables and compliance
with the provisions of this Agreement. All payments shall be subject to correction and adjustment upon
periodic and/or final audit or by reason of disallowance by funding agency.
b. Invoices must be sent to the following address:
Sponsored Funds Financial Management
Management Services Center, Room 216
University at Albany, SUNY
1400 Washington Avenue
Albany, New York 12222
c. On receipt and approval of the invoice designated by Vendor as the “final invoice”, Foundation shall pay
any balance of allowable invoiced costs. Payment shall be subject to audit and assessment to ensure the
provisions of this Agreement are met. The final invoice shall be submitted by Vendor promptly following
completion of the work but in no event later than 15 days subsequent to the termination date of this
Agreement.
d. Any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by
Vendor or any of its assignees shall be paid or credited to Foundation to the extent that they are properly
allocable costs for which Vendor has been paid by Foundation.
5. INSURANCE AND INDEMNIFICATION
a. Vendor shall indemnify, defend and hold harmless Foundation, the State of New York, the State University
of New York and the University at Albany, their trustees, officers, and employees from and against suits,
actions, damages, expenses (including reasonable attorney's fees), claims, judgments, liabilities and costs
arising out of negligence, loss, destruction, error, wrongful acts or omissions of Vendor, its officers,
employees or agents. Vendor shall remain liable for direct damages that are due to its negligence.
Foundation, the State of New York, the State University of New York and the University at Albany, SUNY
shall not be liable upon any cause of action brought against Vendor as a result of Vendor’s performance in
compliance with this solicitation.
b. Prior to the commencement of the work to be performed by Vendor hereunder, Vendor shall file with
Foundation, Certificate(s) of Insurance evidencing compliance with all required insurance limits. The
Certificate(s) shall be of such form and substance that is acceptable to Foundation.
c. Vendor, shall at all times, at its own expense, obtain and carry comprehensive liability insurance, and
property damage insurance naming Foundation, the State of New York and the State University of New
York as additional insured. Vendor, shall at all times, at its own expense, obtain and carry Workers'
Compensation and Disability insurance of adequate amounts; and Professional Liability insurance naming
Foundation as Certificate Holder. Vendor shall keep such insurance in force for the duration and term of
this Agreement. The insurance required shall be obtained from insurance company (ies) licensed to do
business in the State of New York and shall have as minimum limits of insurance:
i.
Commercial General Liability $1,000,000 each occurrence combined (bodily injury, property
damage, and contractual liability, Single limit-each occurrence) $2,000,000 aggregate;
ii.
Automobile Liability $1,000,000 each occurrence (owned, leased, hired and non-owned vehicles);
iii.
Workers Compensation (including occupational disease) and Disability Benefits Insurance as
required by New York State; Employers Liability minimum limit of $1,000,000;
Pursuant to New York State regulations an ACORD form is not acceptable
proof of insurance for Workers’ Compensation, Employers Liability and
Disability Insurance.
iv.
Professional Liability (medical care, if applicable): Limits of liability greater than $1,000,000 each
claim and $2,000,000 aggregate.
d. All Certificates of Insurance must contain a thirty (30) day written notice of any cancellation, change, or
termination of coverage. Not less than thirty (30) days prior to the expiration date or renewal date, Vendor
shall supply Foundation an updated replacement Certificate of Insurance, and amendatory endorsements.
Vendor waives all rights of subrogation to the extent damages are covered by the above-described policies.
e. Vendor shall require that any subcontractors that the Vendor hires, maintain carry insurance with the same
limits and provisions including additional insured status for the entities aforementioned provided herein with
exceptions made on a case-by-case basis. All exceptions require written approval by Foundation.
f. Each insurance carrier must be rated at least "A-" Class "VII" in the then most recently published A.M. Best
Insurance Report. If during the term of the policy, a carriers rating falls below "A-" Class "VII", the
insurance must be replaced no later than the renewal date of the policy with an insurer acceptable to
Foundation.
6. WORKS
a. The Parties intend this to be an Agreement for services and each considers the products and results of the
services to be rendered by Vendor hereunder to be a work ("Work") made for hire. Vendor acknowledges
and agrees that the Work (and all rights therein, including, without limitation, copyright and patent rights)
belongs to and shall be the sole and exclusive property of Foundation.
b. Vendor shall not claim or assert any proprietary interest in any of the data or materials required to be
produced or delivered by Vendor in the performance of Vendor 's obligation hereunder, and hereby assign
all rights, title, and interest in said data and materials to Foundation. Vendor warrants any material
produced by Vendor hereunder shall be original except for such portion from copyrighted works as may be
included with the permission of the copyright owners thereof, that it shall contain no scandalous, libelous or
unlawful statements or materials, and will not infringe upon any copyright, trademark, patent, statutory or
other proprietary rights of others, and that Vendor will hold harmless the Foundation from any costs,
expenses and damages resulting from any breach of this warranty. Vendor further agrees not to publish,
permit to be published, or distribute for public consumption, any information, oral or written, concerning the
results or conclusions made pursuant to this Agreement without the prior written consent of the Foundation.
c. Vendor warrants that it has full power and authority to make this Agreement. Vendor will defend,
indemnify, and hold harmless Foundation and/or its licensees against all claims, suits, costs, damages, and
expenses that Foundation and/or its licensees may sustain by reason of any scandalous, libelous, or
unlawful matter contained or alleged to be contained in the Work or any infringement or violation by the
Work of any copyright or property right; and until such claim or suit has been settled or withdrawn,
Foundation may withhold any sums due Vendor under this Agreement.
d. If for any reason the Work would not be considered a work made for hire under applicable law, Vendor
does hereby sell, assign, and transfer to Foundation, its successors and assigns, the entire right, title and
interest in and to the copyright in the Work and any registrations and copyright applications relating thereto
and any renewals and extensions thereof, and in and to all works based upon, derived from, or
incorporating the Work, and in and to all income, royalties, damages, claims and payments now or
hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for
past, present, or future infringement based on the property rights, and in and to all rights corresponding to
the foregoing throughout the world.
e. If Vendor fails to deliver the Work on time, Foundation will have the right to terminate this Agreement and to
recover from Vendor any sums advanced in connection with the Work. Upon such termination, Vendor
may not have the Work published elsewhere until such advances have been repaid.
f.
Vendor shall take every precaution at all times for the protection of persons and property, including
Foundation’s and the University at Albany’s employees, students, staff and its own property. Vendor shall
be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection
with the Work under this Agreement. Vendor shall continuously maintain adequate protection of all Work
from damage and shall protect Foundation’s property from injury or loss arising in connection with this
Agreement. Vendor shall be liable for any such damage, injury, or loss, resulting out of the actions or
omissions of their employees arising in the performance of this Agreement.
g. With the exception of short excerpts from others' works, which constitute fair use, the Work will contain no
material from other copyrighted works without a written consent of the copyright holder. Vendor will obtain
such consent(s) at its own expense after consultation with Foundation and will file the written consent(s)
with Foundation at the time the Work is delivered. Any obligations associated with permissions will be the
responsibility of Vendor.
7. PROTECTED INFORMATION
a. The Parties acknowledge that they may possess certain proprietary or confidential information that
may be utilized in performance of the Project. “Protected Information” shall mean all such
proprietary or confidential information provided by the disclosing Party in writing and marked
“confidential” or if disclosed orally summarized in writing and marked “confidential” and transmitted
to the non-disclosing Party within ten (10) days of oral disclosure. For purposes of this Agreement,
all data collected by Vendor shall be considered “Protected Information.”
b. Protected Information will only be disclosed to the employees, consultants, or agents (if applicable)
who require the same to fulfill the purposes of the contract and who have read and are obligated to
be bound by this clause. The receiving Party shall protect the disclosing Party’s Protected
Information with the same standard of care with which the receiving Party treats its own Protected
Information. The receiving Party only within the scope of this Agreement shall use Protected
Information.
c. Vendor shall retain ownership of intellectual property included in deliverables to the extent that
Vendor has independently developed intellectual property without Foundation financial support.
With respect to such Vendor owned intellectual property, Vendor hereby grants to Foundation a
royalty-free, nonexclusive license to use such intellectual property for purposes consistent with
Foundation's obligations under the terms and conditions of this Agreement.
d. Each Party shall, for a period of three (3) years after the termination or expiration of this
Agreement, maintain the same level of care to prevent the disclosure of a Party’s Protected
Information, unless otherwise required by law. Upon expiration of the three (3) year period, or upon
the request of the disclosing Party, whichever is first, the receiving Party will destroy all copies of
such Protected Information and so certify the same in writing to the disclosing party within thirty
(30) days. The written certification confirming the destruction of the Protected Information shall
include indemnification in the event the Protected Information has not been destroyed or
completely destroyed. Only one extant copy of such information shall be kept by the receiving
Party for archival or purposes of audit.
e. Neither Party shall be liable for disclosure or use of the information of the other Party if said
information was:
i.
Known by the receiving Party at the time it was acquired from the disclosing Party;
ii.
Already generally available to the public, or subsequently becomes available without fault
of the receiving Party;
iii.
Received by a Party to this Agreement from a third party who did not acquire it directly or
independently from a Party to this Agreement in confidence;
iv.
Independently developed by the receiving Party without the use or reliance on Protected
Information, or;
v.
Required to be disclosed by applicable law, court order, or regulations of any applicable
governmental agency provided that the disclosing Party shall give advance, written notice to the
other Party of the compelled disclosure.
8. MARKS AND LOGOS
Vendor agrees that without the prior written consent of Foundation and the University at Albany, it will not use
the name, service marks, or trademarks of Foundation and the University at Albany or of any of its affiliated
companies in any electronic or written media, advertising, publicity release, sales presentation or any other
publication. Such consent shall not be unreasonably withheld, delayed, or conditioned.
9. PUBLICATIONS
Vendor may not publish any information, oral or written, concerning the results or conclusions made pursuant
to the performance of this Agreement without expressed written consent of the Foundation.
10. PRESS RELEASES
Vendor agrees that no brochure, news/media/press release, public announcement, memorandum or other
information of any kind regarding this Agreement shall be disseminated in any way to the public, nor shall any
presentation be given regarding this Agreement without the prior written approval of Foundation, which written
approval shall not be unreasonably withheld or delayed. However, Vendor may, upon written approval of the
Foundation, be authorized to provide copies of this Agreement and answer any questions relating thereto to
any State or Federal regulators or, in connection with its financial activities, to financial institutions for any
private or public offering.
11. REPORTS
a. Vendor acknowledges that timely, completed technical and/or narrative reports are required in order for
Foundation to meets its obligations with the funding agency. Vendor agrees to provide all completed
technical and/or other narrative progress reports as established herein.
b. Vendor further agrees to provide any additional reports as may reasonably be requested by the Foundation.
Foundation reserves the right to withhold payment to Vendor pending receipt of any required reports.
12. WARRANTY OF ORIGINALITY
Vendor warrants that all material produced by Vendor and delivered to Foundation hereunder shall be original,
except for such portion as is included with permission of the copyright owners, that it shall contain no libelous
or unlawful statements or materials, and will not infringe upon any copyright, trademark, patent, statutory or
other proprietary rights of others and that it will hold harmless Foundation from any costs, expenses and
damages resulting from any breach of this warranty.
13. COMPLIANCE WITH LAWS AND REGULATIONS
a. The Parties agree to comply with all federal, New York State, and other applicable laws and regulations
in performing the obligations under this Agreement.
b. Vendor agrees to comply with the Foundation’s Purchase Order requirements, as applicable, listed on
Exhibit “X”, which is attached and incorporated as a material part of this Agreement.
14. DEBARMENT AND SUSPENSION
Vendor acknowledges compliance with Executive Order 12549, as amended by Executive Order 12689,
“Debarment and Suspension”, and 48 CFR 9.406-409; and must provide certification in accordance with
Exhibit “C” which is attached hereto and made a part here. By executing this agreement, Vendor makes the
required certification.
15. DISPUTE RESOLUTION
Foundation and Vendor shall attempt to resolve any dispute as follows:
a. In good faith by direct, confidential, and informal negotiations. Unless otherwise directed by Foundation
pursuant to termination procedures provided herein and to the fullest extent possible, Vendor should
proceed with the performance of its obligations under this Agreement.
b. Notwithstanding the above, either Party may pursue litigation in any court of competent jurisdiction in New
York State.
16. ASSIGNMENT AND SUBCONTRACTING
It is understood and agreed that the services to be rendered by Vendor are unique and that Vendor shall not
assign, transfer, convey, contract or otherwise dispose of Vendor’s rights or duties under this Agreement, in
whole or in part, to any other person, firm or corporation without prior written consent of the Foundation. Any
such subcontracts and all other arrangements made by Vendor in connection with its performance hereunder,
shall be made subject to, and consistent with this Agreement and Foundation’s agreement with the funding
agency.
17. GOVERNING LAW
The terms of any contract awarded through this RFP shall be construed according to the laws of the State of
New York, without regard to conflict of law provisions, and shall be deemed to have been executed in the State
of New York. Any litigation shall be brought to an appropriate court within the State of New York.
18. RESERVATIONS
18.1
The Foundation will not be liable for any costs incurred by respondents in the preparation and
production of a proposal or the costs of any services performed prior to receiving approval of the agreement from
New York State. All Bids and materials submitted in conjunction with the Bids shall become the property of The
Research Foundation for The State University of New York for use as deemed appropriate, respecting all
copyrights.
18.2
The Foundation reserves the right to modify the requirements of this RFP after its release. All Contractors
will receive written notification of any modifications to the requirements of this RFP. If any modifications make
compliance with the original Procurement Timetable impractical, the Foundation will adjust the timetable
accordingly.
18.3
Contractors who submit a proposal in response to this RFP may be required to give an oral
presentation or to attend a mandatory site visit either at the Foundation or at the Contractor’s facility or a current
customer’s facility. This shall provide an opportunity for the Contractor to clarify or elaborate on the proposal, but
shall in no way change the original proposal. The Foundation shall schedule the time and location.
18.4
By submitting a proposal, the Contractor agrees that s/he will not make any claims for or have any
right to damages because of any misinterpretation or misunderstanding of the specifications or because of any
misinformation or lack of information.
18.5
The successful Contractor will be notified by the Issuing Officer by telephone and confirmed by
letter. A contract will then be negotiated with the successful Contractor. The contract will, among other provisions,
incorporate at least this RFP and the successful Contractor's proposal.
18.6
The Foundation reserves the following prerogatives:
a) To accept or reject any or all Bids in part or entirety.
b) To adjust or correct any arithmetic errors in the Bids.
c) To waive or modify irregularities in Bids received after notification to the Contractor.
d) To change any dates specified for the review and selection process.
e) To negotiate a payment schedule as part of the award of the contract.
f) To request additional information or written clarification of Contractor response.
g) To eliminate mandatory requirements unmet by all of the Contractor responses.
h) To accept best and final offers.
i) To approve or reject all Contractor staff assigned to this project. The Foundation
reserves the right to remove an employee from the University work site and/or refuse to
accept any services from any Contractor personnel deemed unqualified or otherwise
exhibiting any unsatisfactory behavior during the course of the assignment.
j) To negotiate with bidders within the RFP requirements.