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Invitation for Bid No. 1407-003
Misc. Medical Equipment: SEHWC Phase 1
Issue Date: July 14, 2014
Procurement Point-of-Contact
Central Health Purchasing Office Purchasing Manager
Travis County Healthcare District d/b/a Central Health 1111 East Cesar Chavez Street
Austin, TX 78702 Office: 512/978-9148
Project Point-of-Contact
Robert Kallstrom Travis County Healthcare District d/b/a Central Health
1111 East Cesar Chavez Street Austin, TX 78702
Office: 512/978-8177 [email protected]
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Table of Contents Page No. Invitation to Bid ............................................................................................................... 03 Introduction ...................................................................................................................... 04 Notice to Bidder ............................................................................................................... 04 Instruction to Bidders General and Administrative Information ................................................................... 05 Bid Submission Mandatory Requirements ................................................................ 07 Award of Contract ..................................................................................................... 10 General Terms ................................................................................................................. 11 List of Items to Include in the IFB Package .................................................................... 13 Attachments: Attachment A - Misc. Medical Equipment Pricing Sheet ............................................... 14 Attachment B - Acknowledgment of Receipt Form ........................................................ 15 Attachment C - Historically Underutilized Business ....................................................... 18 Attachment D - Conflict of Interest ................................................................................. 19 Attachment E - Certificate of Secretary ........................................................................... 21 Attachment F - Terms and Conditions ............................................................................. 22
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IFB 1407-003 Invitation for Bid
Misc. Medical Equipment: SEHWC Phase 1
IFB Number: 1407-003 IFB Title: Misc. Medical Equipment: SEHWC Phase 1 IFB Start Date: July 14, 2014 IFB End Date: August 12, 2014 at 2:00pm CT Pre-Proposal Meeting Date (Optional): None Questions Due: July 25, 2014 at 5:00pm CT Response Date: July 28, 2014 IFB Contact Purchasing Manager [email protected] Contract Duration: One-Time Contract, Renewal N/A, Responses Good for 120 days Bid Comments: Interested firms are invited to submit Proposals in accordance with the instructions in this Invitation for Bid (IFB No. 1407-003).
Budget: TBD Note: 5% Bid Deposit (Bid Bond or Cashier’s Check) is required if bid submittal exceeds $200,000.
Only Paper Submittals are being accepted. Proposals received at the designated location after the published time and date will not be considered. Description: Travis County Healthcare District d/b/a Central Health (“Central Health”) is requesting Bids from qualified vendors to provide Misc. Medical Equipment for the Southeast Health and Wellness Center ("SEHWC") Phase 1 located at 2901 Montopolis Dr., Austin, TX 78741. One (1) original Proposal submittal, one (1) copy and must be Clearly Marked and delivered to the following location: by 2:00pm CENTRAL TIME, Tuesday, August 12, 2014
IFB: 1407-003 Misc. Medical Equipment: SEHWC Phase 1
August 12, 2014 @ 2:00pm Central Time
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Attn: Purchasing Department I. INTRODUCTION
This section provides background on Central Health, and the operating environment of Central Health, which may be helpful to the offeror in preparing the proposal. The information is provided as an overview and is not intended to be a complete and exhaustive description. Goals and Objectives Central Health’s goal is to provide access to health care for eligible residents of Travis County. Central Health typically provides assistance to those residents who are at or below 200% of the Federal Poverty Guidelines (FPG). Central Health also considers its role as that of a community steward in order to leverage and collaborate with community partners to improve the health status of all members of the community. Overview of the Healthcare District Central Health was created by a vote of Travis County residents on May 15, 2004 as allowed under Chapter 281 of the Texas Health and Safety Code. The formation of Central Health was in large part due to a collaborative effort that focused on educating the voters about the healthcare issues facing the Travis County community. This effort was led by a steering committee that included: physicians, healthcare advocates, members of the business community, elected officials, and the Integrated Care Collaboration (ICC), among others. Central Health was created to address key issues including overcrowding in the emergency rooms resulting in more frequent ambulance diversions and a lack of locally funded inpatient
II. NOTICE TO BIDDERS
1. The Travis County Healthcare District d/b/a “Central Health” is soliciting bids from qualified vendors to provide Misc. Medical Equipment for the Southeast Health and Wellness Center ("SEHWC") Phase 1. Vendors are required to ship all items listed on Attachment A, Misc. Medical Equipment Price Sheet to: Ward North America, 2251 Picadilly, Suite A100, Pflugerville, TX 78660, Attention SEHWC - Trent Goodwill. Travis County Healthcare District d/b/a Central Health, Purchasing Department, 1111 East Cesar Chavez, Austin, TX 78702 will receive sealed Bids until 2:00 p.m., Central Time, on August 12, 2014.
2. Bids are due promptly at 2:00 P.M. CT, August 12, 2014. Late bids will be refused and
returned to the Bidder. Bids must be delivered to Central Health, Attn: Purchasing Manager, 1111 E. Cesar Chavez St. Austin, TX 78702.
3. Received bids will be publicly opened and read aloud at the above-mentioned addressed
location. Note: The Time-Date Stamp Clock located at the front reception desk of the Central Health Headquarters Building will serve as the OFFICIAL CLOCK for the purpose of verifying the date and time of receipt of bids. All bids must be received by the due date and time to be considered. Central Health will not be responsible for delivery delays resulting from the need to transport a bid from another location, or error, or delay on the part of any carrier.
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4. Entities may make written inquiries concerning this solicitation in order to obtain clarification of the requirements. Inquiries must be submitted electronically on BidSync or via email to: [email protected] no later than 5:00PM CT on July 25, 2014 as posted on the websites listed below and outlined in the IFB instructions. Bid Sync - www.bidsync.com Central Health website – http://www.centralhealth.net/current_solicitations.html Electronic State Business Daily, agency requisition #1407-003 http://esbd.cpa.state.tx.us/
Questions received by this deadline and corresponding answers will be posted on all three sites.
5. Compensation will not be provided to bidders for any expenses they incur as part of the submittal process. Respondents submit bids at their own risk.
6. Historically Underutilized Businesses, including contractors, subcontractors, and suppliers,
are encouraged to participate in this project consistent with the goals of the Board of Managers of the Central Health. Contractors will be required to comply with all applicable Equal Employment Opportunity laws and regulations, all Federal, State, and local regulations for construction safety and health standards and prevailing wage rates.
7. Central Health reserves the right to reject any and all bids and to waive any formality in the
bids received. Bids may not be withdrawn for One Hundred and Twenty (120) calendar days after the date on which they are opened.
8. Bid/Cost Offer must be firm and guaranteed for One Hundred and Twenty (120) calendar
days from the IFB 1407-003 due date. 9. A bid security in the amount of five percent (5%) of the total bid amount will be required for bids
over Two Hundred Thousand ($200,000) Dollars. The bid security shall be made payable to Travis County Healthcare District d/b/a Central Health.
10. Inquiries regarding this Invitation to Bid must be directed to the Central Health Purchasing
Manager: [email protected]. III. INSTRUCTIONS TO BIDDERS A. GENERAL AND ADMINISTRATIVE INFORMATION
1. Before submitting a bid, the bidder shall carefully examine the bid form, and the list of Misc. Medical Equipment located on Attachment A.
2. Bidders shall promptly notify Central Health of any ambiguity, inconsistency or error, which
they discover upon examination of the Bidding Documents. Bidders requiring clarification or interpretation of the Bidding Documents shall make a written request. Deadline to submit written questions must be received by the purchasing Manager no later than 5:00p.m. CT on July 25, 2014. Any interpretation, correction or change in the Bidding Documents will be made by an Addendum or an Amendment. Interpretations, corrections
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or changes in the Bidding Documents in any other manner will not be binding, and bidders shall not rely upon such interpretations, corrections and changes.
3. The sole point of contact for inquiries is Central Health’s Purchasing Department as
identified in Section II. Item 10. Respondents should not contact individual Central Health Board Members, the Central Health President and CEO, or Central Health staff regarding this solicitation. Such contact may result in disqualification of the initiating contact’s bid.
4. Central Health anticipates the following schedule and milestones for this IFB. These dates are for general information only and are subject to change.
5. The Purchasing Manager will not accept bids and modifications to bids received after the time set and date for bid opening. Late bids will be returned unopened to the bidder.
6. Bids may be rejected, if they contain any alteration of words or figures, additions not called
for, conditional or uncalled for alternate bids, incomplete bids, any alteration of words or figures or erasures not initialed by the person or persons signing the bid or irregularities of any kind.
7. The bid shall be accompanied by a bid security of the character and in the amount indicated
in the Bidding Documents, Notice to Bidders, item 8. Bid securities will be returned to all un-awarded respondents 15 days after the contract is awarded to the successful bidder(s).
8. Bids will be opened publicly and read aloud at Central Health headquarters offices, 1111 East Cesar Chavez St., Austin TX 78702. After a contract is awarded, the submittals will presumed to be public information under the Texas Public Information Act unless the Office of the Attorney General determines otherwise.
If an entity believes that any of its submitted response to the IFB is exempted from disclosure under the Texas Public Information Act, the entity must mark that portion or portions as "confidential" Upon receiving a request for information related to a submitted response to the IFB, Central Health will submit to the Office of the Attorney General only that information that an entity has marked "confidential" That information will remain confidential only if so determined by the Office of the Attorney General.
9. More than one bid involving an individual, firm, or corporation, or any combination thereof
under the same or different names will not be considered. Reasonable grounds for believing that any bidder is interested in more than one bid for the work contemplated will be cause for rejection of all bids in which such bidder is interested. Any or all bids will be rejected if there is reason for believing that collusion exists among the bidders, and all participants in such
Event Date IFB distribution to entities July 14, 2014 Questions for clarification due from Respondent July 25, 2014 Responses to Respondent Questions posted July 28, 2014 IFB due date August 12, 2014 Target date for complete evaluation of submittals TBD
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collusion will not be considered in future bids for the same work. Bids in which the prices are obviously unbalanced may be rejected. Bidders may also be disqualified and their bids not considered for any of the following specific reasons: The bidder has an interest in any litigation against Central Health, the bidder is in arrears of any existing contract or has defaulted on a previous contract, the bidder is involved in other, not yet completed projects which, in the judgment of Central Health will prevent or hinder the prompt completion of additional work if awarded, or the bidder has an unacceptable safety record.
10. Any contract award resulting from this IFB will be based upon the most responsive, responsible Bid submittal that provides the best value to Central Health, over the life of the project, as determined by Central Health in its sole discretion. Central Health reserves the right to:
• Reject any or all bids and discontinue the IFB process without obligation or liability
to any Respondent; • Waive any defect, irregularity, or informality in any bid submittal; • Accept a bid other than the lowest bid submittal; • Award a contract on the basis of initial bid received without discussions; • Request additional information or clarification from Respondents, which information
may vary by Respondent; • Accept the entire bid from one vendor or award to one or more vendors • Procure the items in whole or in part by other means; • Award more than one contract; and • Not award any contract.
B. BID SUBMISSION MANDATORY REQUIREMENTS
1. The bidder must complete all required bid documentation as described in this Bidding Document, and place the completed documents plus one (1) copy in a sealed envelope clearly marked as indicated in the Notice to Bidders, item 2. In submitting the bid, bidder certifies that the bidder is a qualified, bondable business entity that is not in receivership or contemplating it, and has not filed for bankruptcy. The bidder further certifies that the business entity that is submitting the bid is not delinquent with respect to payment of Travis County property taxes. Despite anything else in any resulting contract, if the successful bidder (the “Contractor”) is or becomes delinquent in the payment of property taxes in Travis County, Texas at any time when it is invoicing Central Health for payment, Contractor hereby assigns any payment to be made hereunder to the Travis County Tax Assessor-Collector for payment of taxes then overdue.
2. Attachment A of this IFB contains a complete list of Misc. Medical Equipment sought in this procurement. The bidder must submit a bid on the Excel Spread Sheet furnished by Central Health, herein as known as Misc. Medical Equipment Price Sheet, Attachment A. The Excel Price Sheet may be filled out electronically. Bidders are encouraged to complete the Excel Price Sheet marked Attachment A electronically. The bidder must submit a unit price for each item for which a unit price bid is requested. Bid prices are not to include sales tax on materials to be incorporated into the project and services required by or integral to the performance of the contract, as and to the extent provided in Texas Tax Code, Section 151.311
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[c]. The bid shall be executed with ink in the complete and correct name of the individual, firm, corporation, or combination thereof submitting the bid and shall be signed by the person or persons authorized to bind the individual, firm, corporation, or combination thereof. a. Central Health WILL NOT except bids for equivalent/alternate manufacturer
products. b. Cost offer must be recorded on Attachment A and returned with all required
documents. c. The entire bid may be awarded to one vendor or to multiple vendors per line
item.
d. Delivery Fee must be based on shipment of all Misc. Medical Equipment listed on Attachment A and delivered to Ward North America, 2251 Picadilly, Suite A100, Pflugerville, TX 78660, Attention SEHWC - Trent Goodwill.
e. Bidders are required to include item warranty, shipping, handling and
installation with the unit price. 3. The bidder may change a bid price entered in a bid before it is submitted by changing the
price and initialing the revision with ink. In cases where the bid has been submitted, the bidder may change a bid price in the bid provided the request to do so is submitted in writing and is in the hands of the Central Health Purchasing Manager no later than 2:00 P.M. CT on the bid closing date. A request by telephone or telegraph for a change in the unit bid price will not be considered.
4. A bidder may withdraw the bid provided the request in writing to do so is in the hands of
the official indicated in the Notice to Bidders by the time set and date for opening of bids. A request by telephone or telegraph for withdrawal of a bid will not be considered.
5. The Purchasing Manager will not accept bids and modifications to bids received after the
time set for bid opening. Late bids will be returned unopened to the bidder.
6. The bidder must submit a list of three (3) references of projects completed during the previous twenty-four (24) months, including the name of the project, contract cost, names of all owners involved, contact person with address, phone number and email address.
7. Bidder must submit a Bid Bond in the amount of five (5) percent of the total bid for bids that exceed a total of two hundred thousand dollars ($200,000).
8. Pursuant to Chapter 176 of the Texas Local Government Code, entities submitting
proposals/bids shall complete the Conflict-of-Interest Questionnaire attached to this IFB and submit it together with the proposal. For additional information concerning filling out the Questionnaire, see Central Health website at: http://www.centralhealth.net/conflict-of-interest_disclosure_information.html
Bidder must complete, sign and return the Conflict of Interest Form, Attachment D.
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9. Submission of Historically Underutilized Business (HUB) Form. All bidders are requested
to complete the HUB Form and provide it with their bid, Attachment C. 10. Bidders must provide a Certificate of Insurance with required levels of insurance coverage:
• Business/Auto Liability as required by State of Texas: Workers Compensation &
Employers’ Liability. $100,000 each accident, $500,000 policy limit by disease, $100,000 each employee disease
• Commercial General Public Liability to include coverage for: a)
Premises/Operations, b) Products/Completed Operations, c) Independent Contractors, d) Personal Injury/Advertising Injury, e) Liability assumed under an insured contract including tort liability of another in a business contract, $500,000 each occurrence: $1,000,000 general aggregate: $1,000,000 products/completed operations aggregate
11. Failure to file Certificate of Insurance. Should the Contractor refuse or neglect to file
Certificate of Insurance within seven (7) calendar days after written notification of the award of the contract to the Central Health Purchasing Manager, the bid security filed with the bid shall become the property of Central Health, not as a penalty, but as liquidated damages. Continued failure to deliver the Certificate of Insurance shall be grounds for Central Health to declare Contractor in default and to terminate the contract. A bidder, who forfeits his bid security in accordance with this paragraph, will not be considered in future bids for the same work unless there has been a substantial change in the design of the project subsequent to the forfeiture of the bid security.
12. Certificate of Secretary is required to be completed by bidders, which are corporations (Attachment E).
13. By completing the Acknowledgement of Receipt Form, Attachment B, Respondent can certify that it is not under suspension or debarment by any governmental entity (local/state/federal government).
14. Consideration of Bids
a. For the purpose of award, after the bids are opened and read, the summations will be compared and the results made available to the public. Until the award of the contract is made, Central Health reserves the right to reject any or all bids, or any particular bid items, and to waive such technicalities as may be considered in the best interest of Central Health.
b. In determining the amount of the bid as well as computing the amount due for payment of each item under the contract, Central Health reserves the right to round off all unit bids involving fractional parts of a cent to the nearest one-tenth cent regardless of the fraction involved. In addition, a unit bid of less than one-tenth of a cent will be considered as one-tenth of a cent.
C. AWARD OF THE CONTRACT
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1. Central Health may reject a bid if it is not satisfactory to the Board of Managers of Central
Health, Central Health staff.
a. No bid submitted shall be considered if the bidder is determined, in the sole discretion of Central Health, to be delinquent in the payment of Travis County property taxes at the time bids are opened.
b. Central Health may reject all bids and re-advertise, if appropriate, whenever it is deemed
in the best interest of Central Health. Central Health may reject any part of a bid unless the bid has been qualified as “all or none”.
2. After bid opening and before award, Central Health may perform a pre-award survey of the
bidder’s facilities and equipment to be used in the performance of work under this solicitation. Bidder agrees to allow all reasonable requests for inspection of his facilities with two (2) days advance notice.
3. Central Health may make such investigations as it deems necessary to determine the ability
of the bidder to perform the work, and the bidder shall furnish to Central Health all such information and data for this purpose as Central Health may request. Central Health reserves the right to reject any bid if the evidence submitted by, or investigation of, such bidder fails to satisfy Central Health that such bidder is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein.
4. The award of the contract, if made, will be based upon the most responsive, responsible bid
that is the most advantageous to Central health over the life of the project as determined by Central Health in its sole discretion. The award, if made, will take place within thirty days (30) after the opening of the bid, except by mutual agreement between Central Health. Either Central Health reserves the right to award the entire bid to one vendor or to multiple vendors. Bidders agree that their bid shall be a valid offer for that time.
5. If two responsible bidders submit the lowest and most responsive, responsible bid, the Board
of Managers of the Travis County Healthcare District will decide between the two by drawing lots in a manner prescribed by the President and CEO. A contract may not be awarded to a bidder who is not the lowest dollar bidder meeting specifications, unless, before the award, each lower bidder is given notice of the proposed award and is given an opportunity to appear before the Board of Managers of the Travis County Healthcare District and present evidence concerning the lower bidder’s responsibility or responsiveness. Central Health may also waive any minor informalities or irregularities in any bid.
6. Return of Bid Bond or Bid Security. If applicable, bid bond or bid security of the three
lowest bidders may be retained until after the contract has been awarded, executed, and the required bonds furnished. Bid security of all except the three lowest bidders will be returned within fifteen (15) days after the bids are opened.
7. Execution of Contract, Bonds and Certificate of Insurance. This Bid document, attachments,
addendums, Bidders completed forms and supporting documents and Purchase Order will become part of and be considered the Contract. Also within those seven days, the bidder
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shall furnish to Central Health a Certificate of Insurance, naming Central Health as additional insured, showing coverage’s in accordance with contract requirements.
8. Award and Approval. The contract will be approved and signed under authority of the Board
of Managers of the Travis County Healthcare District d/b/a Central Health. 9. Protests must be submitted in writing to the Purchasing Department not later than ten (10)
calendar days after award by Central Health. The Purchasing Department shall rule on the protest in writing within ten (10) calendar days from date of receipt. Any appeal of the Purchasing Department’s decision must be made within ten (10) calendar days after initial protest decision is rendered. Appeals shall be submitted to the Purchasing Department, who shall present the matter for final resolution to Central Health President and CEO or her designee. Appellant shall be notified of the time and place the appeal is to be heard by Central Health and afforded an opportunity to present evidence in support of the appeal. Central Health’s decision is final.
IV. GENERAL TERMS
1. The contract between Central Health and a CONTRACTOR will follow the format specified
by Central Health and contain the terms and conditions set forth in Attachment F, "Contract Terms and Conditions". The contents of this IFB, as revised and/or supplemented, and the successful bidder’s proposal will be incorporated into and become part of the contract. Should a bidder object to any of Central Health's terms and conditions, as contained in this IFB or in Attachments, that bidder must propose specific alternative language. Central Health may or may not accept the alternative language. General references to the bidder’s terms and conditions or attempts at complete substitutions are not acceptable to Central Health and will result in disqualification of the bidder’s proposal. Bidders must provide a brief discussion of the purpose and impact, if any, of each proposed change followed by the specific proposed alternate wording.
2. Use of Electronic Versions of this IFB. This IFB is being made available by electronic
means. If accepted by such means, the bidder acknowledges and accepts full responsibility to ensure that no changes are made to the IFB. In the event of conflict between a version of the IFB in the bidder’s possession and the version maintained by Central Health, the version maintained by Central Health shall govern.
3. Historically Underutilized Business (HUB) Program and Good Faith Effort. It is Central
Health’s policy that HUBs have the maximum opportunity to participate in the performance of Central Health contracts and subcontracts. Bidders shall make a "good faith effort" (Attachment C) to take all necessary and reasonable steps to ensure that HUBs have the maximum opportunity to participate as subcontractors. Failure by a contractor or subcontractor to carry out this “good faith effort” shall constitute a breach of contract and, after notification of such breach by Central Health, may result in termination of the contract. To be eligible under this program, HUB contractors and subcontractors must be certified as a HUB, M/WBE, or DBE source by a recognized governmental program, such as:
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• City of Austin Municipal Government; • Texas Unified Certification Program; or • State of Texas.
Any entity identified as a HUB (as either a prime or subcontractor) shall submit a copy of its certification with its proposal. Central Health reserves the right to verify any entity's HUB status prior to contract award.
4. Suspension and Debarment Requirement. The Bidder shall certify, by signing the Bid Form
attached hereto as Attachment B that to the best of its knowledge and belief that the offeror and/or its Principals are not or have not been debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any Federal department or District.
5. Firm Fixed Pricing.
a. For unit priced items, all of the items listed are to be on a "per unit" basis, stating a firm price per unit or unit quantity of each item. This price must be good from the date of bid opening for a fixed period of time. Unless the Bid expressly states otherwise, this period shall be until the end of fiscal year on September 30, 2014.
b. Bids which do not state a fixed price, or which are subject to change without notice, will
not be considered. Central Health may award a contract for the period implied or expressly stated in the lowest and best bid, but for no longer than the fiscal year.
6. Estimated Quantities. To the extent applicable, the estimated quantity of each item listed
in the notice is only an estimate – the actual quantity to be purchased may be more or less. Central Health is not obligated to purchase any minimum amount, and Central Health may purchase any reasonable amount greater than the estimate for the same unit price. Any limit on quantities must be stated expressly in the bid.
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The Following must be submitted in the IFB submittal package: Attachment A - Misc. Medical Equipment Pricing Sheets (all pages) Attachment B - Acknowledgement of Receipt Form (all pages) Attachment C - Historically Underutilized Business and HUB Certification Attachment D - Conflict of Interest Attachment E - Certificate of Secretary (for corporations) Three References
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Attachment A Misc. Medical Equipment Pricing Sheet: SEHWC
See Excel Spreadsheet
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Attachment B Acknowledgement of Receipt Form
Invitation for Bids Misc. Medical Equipment: SEHWC Phase 1
NOTE: BIDDER SHALL COMPLETE AND RETURN THIS ATTACHMENT (all pages) WITH THEIR BID. FAILURE TO DO SO WILL RESULT IN DISQUALIFICATION OF THE OFFER.
By signature hereon, the Respondent certifies that: All statements and information prepared and submitted in the response to this IFB are current, complete and accurate. He/she has not given, Offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted response. Failure to sign the Acknowledgement of Receipt From or signing it with a false statement shall void the submitted Offer or any resulting contracts. Neither the Respondent or the firm, corporation, partnership, or institution represented by the Respondent or anyone acting for such firm, corporation, or institution has violated the antitrust laws of this State, codified in Section 15.01, et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the Offer made to any competitor or any other person engaged in such line of business. Respondent agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas. Respondent represents and warrants that the individual signing this Execution of Offer is authorized to sign this document on behalf of the Respondent and to bind the Respondent under any contract resulting from this Offer. Suspension, Debarment, and Terrorism: Respondent certifies that the bidding entity and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and that Respondent is in compliance with the State of Texas statutes and rules relating to procurement and that Respondent is not listed on the federal government’s terrorism watch list as described in Executive Order 13224. Entities ineligible for federal procurement are listed at http://www.epls.gov.
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Attachment B Acknowledgement of Receipt Form
In acknowledgement of receipt of this Invitation For Bid, the undersigned agrees that he/she has received a complete copy, beginning with the title page and table of contents, and ending with Attachment F. The acknowledgement of receipt should be signed and returned Included with the bidder's submittal. Complete (Legal) Name of Bidder: Bidder Tax Identification Number: Business Address: Telephone Number: Type of Organization: Individual Partnership Corporation Association Other (please describe) If incorporated, state of incorporation: Date organization was formed (month/year): Number of years providing services/systems similar to those requested in this IFB: Description of Bidder’s organization, locations, and number of staff (including subcontractors as applicable) that will provide services/support outlined in this IFB): Please certify the following by placing an “X” in the appropriate column: Certification Yes No Is Bidder/Respondent currently in the process of filing for bankruptcy? Has Bidder/Respondent filed for bankruptcy within the past five (5) years? Do you certify that the Bidder/Respondent does not owe taxes to Travis County? Do you certify that the Bidder/Responder is not currently under suspension or debarment by any governmental entity (local/state/federal government)?
Do you acknowledge that if the Bidder/Responder is currently under suspension or debarment, its submittal may not be considered?
Acknowledged Addendums _____ of _____
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Individual authorized to bind Bidder to contract: Name/Title: Telephone: E-mail: Point of contact information for this IFB (if different from authorized individual): Name/Title: Telephone: E-mail: Bidder/Respondent HUB Declaration
Are you certified as a HUB or an MBE/WEB/DBE source? If yes, Yes No Please attach your HUB certification Contract Terms and Conditions The contract terms and conditions identified in the IFB will form the contract resulting from this IFB, and the Bidder /Respondent’s submission will be incorporated into the contract. Please identify whether there are any requested exceptions or deviations. I do not request any exceptions or deviations to the stated contract terms. I request the following exceptions or deviations to the stated contract terms. Insurance: Do you carry professional liability insurance? Yes No If yes, please identify the type/limits: Do you carry errors and omissions insurance? Yes No If yes, please identify the type/limits: Litigation History: Description of litigation to which the firm has been a party in the most recent five-year period. Please include the following details: 1) Name of case 2) Date filed 3) Court in which filed 4) Judgment or result Important: The Bidder/Respondent must respond to all questions. The Bidder/Respondent may attach additional documents to the questionnaire to provide additional details. Authorized Respondent Signature Date
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Attachment C
Historically Underutilized Business (HUB) Form
The Travis County Healthcare District d/b/a Central Health (“Central Health”) policy is to include Historically Underutilized Businesses (HUBs) in its procurement process and to provide equal opportunities for HUB participation in the provision of supplies, services, equipment, and construction projects required by the Central Health. As such, the Central Health seeks to ensure that a “good faith effort” is made to assist certified HUB vendors and contractors in its award of contracts and subcontracts.
To be considered as a “Certified HUB Contractor/Vendor”, the contractor/vendor must have been certified by, and hold a current and valid certification, from any of the following certifying agencies recognized by the Central Health: the Texas Building and Procurement Commission (State of Texas); City of Austin; and the Texas Unified Certification Program (TUCP), which includes six certifying agencies.
Suggested directories to assist Bidders in identifying potential HUBs to meet the Central Health’s “good faith effort” requirement include: State: http://www.window.state.tx.us/procurement/prog/hub/ ; City: www.ci.austin.tx.us/purchase/default.htm; and TUCP: www.dot.state.tx.us/business/tucpinfo.htm
Bidder HUB Declaration
Is your company certified as a HUB or an MBE/WBE/DBE source? Yes No. If yes,
1. Attach your certification to this form and return it in the proposal;
2. Identify the certification agency by checking all that apply; Comptroller of Public Accounts, TPASS Division; City of Austin; Texas Unified Certification Program; and
3. Identify HUB Status (Gender & Ethnicity):
Subcontractor HUB Declaration
**Please complete this section if your proposal includes the use of HUB Subcontractors. **
Estimated percentage of the bid (proposal) that is to be subcontracted with Certified HUB sources:
For each proposed HUB subcontractor, complete the information below and attach the subcontractor’s HUB certification to this form and return it in the proposal.
HUB Subcontractor Name
Contact Person/Title (First/Last Name)/Title
Telephone Number
(including area code)
Email address (if available)
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Attachment D
CONFLICT OF INTEREST QUESTIONNAIRE If required under Chapter 176 Texas Local Government Code, Contractor shall file a completed Conflict of Interest Questionnaire in accordance with the requirements of that Chapter. Within the applicable, authorized time period prescribed in Chapter 176, Contractor shall file the completed Conflict of Interest Questionnaire with the Central Health, 1111 E. Cesar Chavez St. Austin TX 78702. Contractor shall file an updated, completed questionnaire with Central Health not later than the seventh (7th) business day after the date of an event that would make a statement in the questionnaire incomplete or inaccurate. The Contractor should note that the law requires that Central Health provide access to a filed Questionnaire on the official Central Health Internet website. However, the law does not require that Central Health release information which is accepted from disclosure under the Texas Public Information Act. As between Central Health and Contractor, Contractor shall be solely responsible for the preparation of its Conflict of Interest Questionnaire, the accuracy and completeness of the content contained therein and ensuring compliance with all applicable requirements of Chapter 176, Local Government Code.
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Attachment E
CERTIFICATE OF SECRETARY (Required for bidders which are corporations)
I CERTIFY that: I am the duly qualified and acting Secretary of , [Name of Corporation] a duly organized and existing corporation of the State of . [Name of State] The following is a true copy of a Resolution duly adopted by the Board of Managers of such corporation in a meeting legally held on the day of , 20 , and entered in the minutes of such meeting in the minute book of the Corporation. RESOLVED, that this corporation enter and that , the [Insert Name of Person Executing Bid Form] of this corporation, is authorized and directed to execute on behalf of and [Position with Corporation] as the act of this corporation the Bid Form for the Travis County Healthcare District dba Central Health , Project # , together with all associated [Insert Name and Number of Project] documents and, should this corporation be the successful bidder for that project, to execute on behalf of and as the act of the corporation all necessary documents to effect a written contract between this corporation and Travis County Healthcare District dba Central Health for the Construction of the Travis County Healthcare District dba Central Health , Project # . [Insert Name and Number of Project] The Secretary is directed to attach a copy of the Bidding Documents to the minutes of this meeting and to make them a part of the corporate records. The above Resolution is in conformity with the Articles of Incorporation and the Bylaws of the Corporation has never been modified or repealed and is now in full force and effect.
Date
Secretary
President
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Attachment F Travis County Healthcare District d/b/a Central Health
Purchase Contract Terms and Conditions ACCEPTANCE: Seller’s written acceptance, commencement of work, shipment, or partial delivery of any item or service called for under this Purchase Contract shall constitute acceptance by the Seller of this Purchase Contract and its Terms and Conditions. ASSIGNMENT: Central Health may assign any of its obligations under this Purchase Contract. Contractor may assign any of its rights or obligations under this Purchase Contract only with the prior written consent of Central Health. No official, employee, representative, or agent of Central Health has the authority to approve any assignment under this Purchase Contract unless that specific authority is expressly granted by Central Health Board of Managers. The terms, provisions, covenants, obligations and conditions of this Purchase Contract are binding upon and inure to the benefit of the successors-in-interest and the assigns of Central Health to this Purchase Contract if the assignment or transfer is made in compliance with the provisions of this Purchase Contract. CENTRAL HEALTH ACCESS AND AUDIT: During the term of this Purchase Contract and for a period of four (4) years following termination of this Purchase Contract, Central Health maintains the right to review and audit any of the books and records of Contractor relating to Contractor's performance and receipt of payments under this Purchase Contract. Central Health may conduct its review or audit through its own employees, agents, or representatives or through independent external auditors or representatives or through independent external auditors or representatives retained by Central Health. Central Health will conduct such review or audit upon reasonable notice to the Contractor, at its own expense, and during regular business hours. The records shall be retained beyond the fourth year if an audit is in progress, the findings of a completed audit have not been resolved satisfactorily, or litigation involving this Purchase Contract is not finally resolved. Contractor shall maintain and make available for inspection, audit, and/or reproduction by any authorized representative of Central Health or any other governmental agency books, documents, and other evidence pertinent to the costs and expenses of this Purchase Contract. Within seventy-two (72) hours of the receipt of notification that an audit will be made, all materials requested shall be made available to Central Health’s authorized representatives. Upon advance notice and during normal business hours, Contractor shall provide access to its facilities to Central Health or its authorized representative(s) to conduct an audit, and Central Health and its authorized representative(s) shall consider reasonable times and places to review records or interview individuals. Contractor shall make a good-faith effort to make adequate and appropriate workspace available to Central Health or its authorized representative(s) and shall make all requested records readily available to Central Health or its authorized representative(s). Central Health or its authorized representative(s) will make a good-faith effort to minimize any disruption to Contractor’s operations. CERTIFCATION: Contractor certifies that Contractor is a duly qualified, capable, and licensed business entity or individual; Contractor is not in receivership and does not contemplate it; and Contractor has not filed for bankruptcy and does not contemplate it. Further Contractor certifies that it is not currently delinquent with respect to payment of property taxes within Central Health. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS. Each party shall provide the services and activities to be performed under the terms of this Purchase Contract in compliance with the Constitutions of the United States and Texas and with all applicable federal, state, and local orders, laws, regulations, rules, policies, and certifications governing any activities undertaken during the performance of this Purchase Contract, including, but not limited to: Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Section 794); and the Americans With
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Disabilities Act of 1990, Public Law 101-336 [S.993] (“ADA”) and the Health Insurance Portability and Accountability Act of 1996 (HIPPA) and it’s implementing regulations. No party shall discriminate against any employee, applicant for employment, or plan participant based on race, religion, color, gender, national origin, age, or handicapped condition. In performance of all services and activities under this Purchase Contract, each party will comply with applicable state and federal licensing and certification requirements, health and safety standards, and regulations prescribed by the U. S. Department of Health and Human Services, the Texas Department of State Health Services, or any other state regulatory agency. CONFLICT BETWEEN DOCUMENTS: In the event that there is a conflict between the Purchase Order and Purchase Contract, the terms and conditions in this Purchase Contract shall prevail. CONFLICT-OF-INTEREST: Contractor shall file a completed Conflict-of-Interest Questionnaire ("Questionnaire") as required by Chapter 176 of the Local Government Code with Central Health Purchasing Department, 1111 E. Cesar Chavez, Austin, TX 78702 within seven (7) days of receipt of this signed Purchase Contract. If any statement on the submitted Questionnaire becomes incomplete or inaccurate, Contractor shall submit an updated Questionnaire not later than the seventh (7th) business day after the date of an event that makes a statement in the Questionnaire incomplete or inaccurate with Central Health Purchasing Department. CONTRACT CONSTRUCTION: Provisions, words, phrases, and statutes, whether incorporated by actual use or by reference, shall be applied to this contract in accordance with Texas Government Code, Sec 312.002 and 312.003. For purposes of this solicitation and any resulting award, the following words or phrases shall have the meanings indicated: (i) Central Health, Healthcare District or District – Travis County Healthcare District d/b/a/ Central Health; (ii) Board of Managers – Travis County Healthcare District Board of Managers, the governing body of Central Health; (iii) Seller/Contractor– an individual or entity providing goods or services to Central Health; and (iv) Subcontractor–a person or firm doing business with a seller/contractor. COVENANT AGAINST CONTINGENT FEES: Seller warrants that no persons have or selling agency has been retained to solicit this Purchase Contract upon an understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial selling agencies maintained by Contractor to secure business. For breach or violation of this warranty, Central Health shall have the right to terminate this Purchase Contract without liability or, in its discretion and as applicable, to add to or deduct from the contract price or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS: Contractor, by signing this Purchase Contract, hereby certifies that, to the best of its knowledge and belief, it: (a) is not presently debarred suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; (b) has not within a three-year period preceding this Purchase Contract been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal of State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property; (c) is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (b); and (d) has not within a three-year period preceding this Purchase Contract had one or more public transactions (Federal, State or local) terminated for cause or default. Where Contractor is unable to certify to any of the statements in this Section, Contractor shall provide an explanation of such inability prior to providing goods or services for Central Health’s
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consideration and evaluation, with the understanding that such may result in termination of this Purchase Contract by Central Health. DESCRIPTION OF SUPPLIES: Any catalog or manufacturer’s reference used in describing any item in this Purchase Contract is merely descriptive and not restrictive, unless otherwise noted, and is used to indicate type and quality of material. The term “or equal,” if used, identifies commercially produced items that have the essential performance and salient characteristic of the brand name stated in the item description. Seller certifies that any substitute brand supplied hereunder matches the performance and salient characteristics of the item called for in this Purchase Contract and agrees to replace it in the event that it does not conform as determined by the Central Health in its sole discretion. All supplies or equipment shall be the latest-improved, new model meeting specification in current production at the time of delivery and shall be delivered completely assembled, adjusted, serviced, and ready for use. Seller warrants that all applicable patents and copyrights that may exist on items sold hereunder have been adhered to and agrees to hold the Central Health harmless and defend the Central Health against any infringement claim. ENTIRETY OF AGREEMENT AND MODIFICATION: All oral and written agreements between Central Health to this Purchase Contract relating to the subject matter of this Purchase Contract that were made prior to the execution of this Purchase Contract have been reduced to writing and are contained in this Purchase Contract. This Purchase Contract may be amended only by an instrument in writing that is signed by both parties. Amendments to this Purchase Contract shall be effective as of the date stipulated therein. Contractor acknowledges that no Central Health officer, agent, employee, or representative has any authority to amend this Purchase Contract unless expressly granted that specific authority by Central Health Board of Managers. FOB POINT, INSPECTION, AND ACCEPTANCE: Final inspection and acceptance of any goods or services delivered or performed hereunder shall be made at final destination by Central Health. Central Health reserves the right to reject all items not in conformance with applicable specifications, and Seller assumes the costs associated with such nonconformance. An itemized packing list, bearing purchase, delivery, and/or contract number shall be attached to the outside of every shipping container delivered under this instrument. Delivery of all goods or services shall be free on board (FOB) to final destination as outlined herein unless otherwise required by the Central Health. FORCE MAJEURE: Neither Central Health nor Contractor will be deemed to have breached this Purchase Contract or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Purchase Contract if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock-outs, wars and war operations, acts of terrorism, restraints of government, power or communications line failure or other circumstances beyond such party’s control, or by reason of the judgment, ruling, or order of any court or agency of competent jurisdiction, or change of law or regulation (or change in the interpretation thereof) subsequent to the execution of this Purchase Contract. GOVERNING LAW AND VENUE: The laws of the State of Texas (without giving effect to its conflicts of laws principles) govern all matters arising out of or relating to this Contract and all transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Venue for any dispute arising out of this Purchase Contract is in Travis County, Texas. INDEMNIFICATION: Contractor agrees to and shall indemnify and hold harmless Central Health, its officers, agents, and employees, from and against any and all claims, losses, damages, negligence, causes of action, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees,
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for injury to or death of any person, for any act or omission by Contractor, or for damage to any property, arising out of or in connection with the work done by Contractor under this Contract, whether such injuries, death or damages are caused by Contractor's sole negligence or the joint negligence of Contractor and any other third party. INDEPENDENT CONTRACTOR: Central Health expressly acknowledge and agree that Contractor is an independent contractor, operating solely in that capacity, and assumes all of the rights, obligations and liabilities applicable to him as an independent contractor. No employee of Contractor shall be considered an employee of Central Health, or gain any rights against Central Health pursuant to Central Health’s personnel policies. Both parties expressly acknowledge and agree that none of Contractor’s employees have a contractual relationship with Central Health. INSURANCE: Contractor shall carry insurance sufficient to provide adequate protection for the services or good provided under this Purchase Contract. NEGOTIATION AND MEDIATION: In the event of a dispute between Central Health, Central Health shall promptly, amicably, and in good faith attempt to resolve the dispute through informal negotiations. A disputing party shall give written notice of the dispute to the other party that shall contain a brief statement of the nature of the dispute. If Central Health is unable to resolve the Dispute within thirty (30) days of the receipt by the adverse party of the written notice of Dispute, Central Health may submit to mediation. Central Health agree to use a mutually agreed upon mediator, or someone appointed by the Court having jurisdiction, as the provider of mediators for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation must remain confidential as described In TEX. CIV. PRAC. AND REM. CODE 154.073, unless both parties agree, in writing, to waive the confidentiality. NO THIRD PARTY BENEFICIARY: No provision of this Purchase Contract is intended to benefit any person or entity, nor shall any person or entity not a party to this Purchase Contract have any right to seek to enforce or recover any right or remedy with respect hereto. NONDISCRIMINATION AND STATUS: Seller, by acceptance of this Purchase Order, agrees not to engage in employment practices, which have the effect of discriminating against employees or prospective employees because of age, race, color, sex, creed, or national origin. Seller certifies that it is a duly qualified, capable and otherwise eligible business entity, it is not in receivership and does not contemplate same and it has not filed for bankruptcy. Seller further certifies that the company, corporation, or partnership is not currently delinquent with respect to payment of property taxes within Healthcare District. Notwithstanding anything to the contrary herein, if Seller is delinquent in payment of property taxes at the time of invoicing, Seller hereby assigns any payments to be made for performance under this Purchase Contract to the Travis County Tax Assessor-Collector for the payment of said delinquent taxes. NOTICES: Any notice required or permitted to be given under this Purchase Contract by one party to the other shall be in writing. The notice is deemed to have been given immediately if delivered in person to the party. The notice is deemed to have been given on the third day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the party to whom the notice is to be given at the address set forth in the Purchase Order. NOVATION AND CHANGE OF NAME AGREEMENTS: Seller is responsible for the performance of this Purchase Contract. If Seller experiences a change of name or change of ownership, Seller shall notify
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the Central Health immediately. No change in the obligation of or to the Seller will be recognized until it is approved by Central Health. ORDER OF PRECEDENCE: In the event of inconsistent or conflicting provisions of this Purchase Order and referenced documents, the following descending order of precedence shall prevail: (i) Specifications, (ii) Drawings, (iii) Special Terms and Conditions, (iv) General Terms and Conditions, and (v) Item Description. PAYMENT: Payment shall be made by check or electronic payment by Central Health upon satisfactory performance of the Services required under this Agreement and submission of a paper invoice to the address below: Travis County Healthcare District d/b/a Central Health ATTN: Accounts Payable 1111 E. Cesar Chavez Austin, Texas 78702 or submission of an electronic version to: [email protected] PAYMENTS FOR SERVICE: Central Health will pay only those amounts invoiced by Vendor for actual hours worked and expenses incurred to perform the Services PUBLIC INFORMATION ACT: Central Health acknowledge and agree that Central Health is subject to the provisions of the Texas Public Information Act (“PIA”). If Central Health receives a request for disclosure of any information related to the goods or services provided under this Purchase Contract or for information provided to Central Health under this Purchase Contract or for information provided to Central Health under this Purchase Contract that constitutes a record under the PIA, Central Health will utilize its best efforts to comply with PIA. Contractor authorizes Central Health to submit any information provided under the Purchase Contract or otherwise requested to be disclosed, including information that the Contractor has labeled as confidential or proprietary, to the Office of the Attorney General for a determination as to whether any such information may be excepted from public disclosure under the PIA. It is the Contractor’s responsibility and obligation to make any legal argument to the Attorney General or court of competent jurisdiction regarding the exception of the information in question from disclosure. The Contractor waives any claim against and releases from liability Central Health, its officers, board members, employees, agents, and attorneys with respect to disclosure of information provided under this Purchase Contract or otherwise created, assembled, maintained, or held by the Contractor, including that information marked as confidential or proprietary and determined by the Attorney General or a court of competent jurisdiction to be subject to disclosure under the Act. This section shall survive the termination of this Purchase Contract. PROMPT PAYMENT ACT: Central Health will comply with all the requirements of the Prompt Payment Act, Chapter 2251 of the Texas Government Code, as applicable. SEVERABILITY: In case any one or more of the provisions contained in this Purchase Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. SUBCONTRACTS: Contractor shall not enter into any subcontracts for any service or activity relating to the performance of this Purchase Contract without the prior written approval or the prior written waiver of
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this right of approval from Central Health. To the extent that Contractor has existing subcontracts as of the Effective Date of this Purchase Contract, those subcontracts are hereby approved. TAXES AND PAYMENTS: Payment shall be made by check or electronic transfer of funds upon satisfactory delivery and acceptance of all items or services and submission of a proper invoice. For purposes of payment discounts, time will begin upon satisfactory delivery of goods or services or submission of a proper invoice, whichever is later. No partial payments shall be accepted. Contractor shall provide Central Health with an Internal Revenue Service Form W-9 Request for Taxpayer Identification Number and Certification that is completed in compliance with the Internal Revenue Code and its rules and regulations. Contractor understands that this W-9 Form must be provided to Central Health before any funds are payable under this Purchase Contract. If there are any changes in the W-9 Form during the term of the Purchase Contract, Contractor will immediately provide Central Health with a new and correct W-9 Form. Contractor acknowledges and agrees that neither federal, state, nor local income tax, nor payroll tax of any kind will be withheld or paid by Central Health on behalf of Contractor or its employees. Contractor and its employees will not be treated as employees with respect to the Services performed under the terms and conditions of this Purchase Contract for federal and state tax purposes. Contractor accepts responsibility for the compensation of its employees, withholding and payment of taxes, and for purchasing any liability, disability, or health insurance coverage deemed necessary by Contractor. Contractor understands that it is responsible for paying, according to the law, its income tax. TERMINATION: If Seller defaults in the performance of its obligations under this Purchase Contract, Central Health may terminate the contract upon twenty-four (24) hours advance written notice to Seller. In addition to and without restricting any other legal, contractual, or equitable remedies otherwise available to the Central Health, Central Health may terminate the Purchase Contract without cause by giving Seller at least ten (10) days advance written notice of termination. During budget planning and adoption, if the Central Health fails to provide funding for this Purchase Contract for the following fiscal year, Central Health may terminate this contract after giving Seller notice that this contract is terminated due to the failure to fund it. TERMINATION FOR GRATUITIES: Central Health may terminate this Purchase Contract if it is found that gratuities of any kind, including entertainment or gifts, were offered or given by Contractor or any agent or representative of Contractor to any Central Health official or employee with a view toward securing favorable treatment with respect to this Purchase Contract. If this Purchase Contract is terminated by Central Health pursuant to this provision, Central Health shall be entitled, in addition to any other rights and remedies, to recover from Contractor at least three times the cost incurred by Contractor in providing the gratuities. VARIATION IN QUANTITY: No variation in the quantity of any item called for by this Purchase Order shall be allowed, unless such variation is caused by conditions of loading, shipping, packing or allowances in manufacturing processes, and then only to the extent, if any, set forth herein. WAIVER OF DEFAULT OR BREACH: No waiver by either of Central Health hereto of any failure by the other party to keep or perform any provisions, covenant, or condition of this Purchase Contract shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, covenant, or condition. WARRANTY: Implied warranties notwithstanding, Seller warrants to Central Health that all items delivered and all services rendered under this Purchase Contract will conform to the specifications, drawings, or other descriptions furnished or incorporated by reference in this Purchase Contract, will be of merchantable quality, good workmanship, and free from any defects. Seller further agrees to provide copies
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of applicable warranties to the Central Health. Return of merchandise not meeting applicable warranties or specifications shall be at Seller’s expense.
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