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1. Submission of Proposals and Pricing will be through electronic means only through LaMATS e-Auction and Bidding Services/EASiBUY:
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Town of Lake Arthur & the City of Patterson, Louisiana
Advertisement for (Request for Proposals #05-19 Self Read Water and AMR Technology
- The Town of Lake Arthur, Louisiana and the City of Patterson, Louisiana (Sponsors) are political subdivisions of the State of Louisiana authorized to issue joint solicitations under Title 33, the Local Services Law. The Sponsors are seeking options to purchase self-read water meters and data collection systems for their respective municipalities. Additional municipalities may join the contract after its formation by agreement and purchase the same product at the same prices as purchased by the sponsors. Each Sponsor reserves the right to choose its own brand and model of product. The technology sought includes, but is not limited to:
- Self-Read Water Meters priced per unit with installation
- Automatic meter reading (AMR) data collection technology to automatically collect consumption, diagnostic, and status data from water meter devices and to transfer that data to a central database for billing, troubleshooting, and analyzing.
- Selected vendors will be placed on term contracts where individual water systems will be allowed to place purchase orders for:
- 1) “Start-up” packages which will allow water distributors to install collection technology and a package of meters and/or retrofit a limited number of meters which can be added to over a 2-to-3-year period;
- 2) Automatic Read Water Meters that incorporate both flow/measure capabilities with automatic transmission of data;
- (3) Individual and/or Systemized data transmission units that can be integrated with a wide variety of existing self-read water meters and/or gas meters and/or electric meters; and
- (4) Cost of standard installation services per start-up package, per AMR unit, or per meter/data transmission units. All hardware and software required must be priced per unit.
- (5) OPTIONAL: Any proposer whose AMR is compatible with gas meters and electrical meters may propose per unit cost and standard installation of gas meters (or AMR apparatus) for the City of Patterson, Louisiana.
- The City of Patterson looks to purchase up to 2500 meters to be installed. The City also seeks an AMR data collection system that is compatible with self-read gas meters. A proposer may propose as an option, gas meter AMR devices and dual or multiple-function data collection systems compatible with both water and natural gas.
- The Town of Lake Arthur’s water distribution system currently has no water metering system and operates on a flat-fee per customer basis. After conducting a mandated rate-study for its system, Lake Arthur seeks to install up to 1500 self-read water meters.
- Proposals will be submitted electronically in the proposal format to be designated, to the solicitation administrator—LaMATS e-Auction and Bidding Services/EASiBUY no later than
July 30, 2019at 3:00 p.m. August 6, 2019 per Addendum #1 Proposals will be opened and read at 3:30 p.m. at the Louisiana Municipal Association Building Conference Room 3, 1st Floor, 700 North Tenth Street, Baton Rouge, LA 70802. Only the names of the proposers and the names of the submitting representative will be read. Proposers are not required to be present.
- Proposers will be given the opportunity to conduct site visits with both the Town of Lake Arthur and the City of Patterson. Each Proposer should be a product distributor/supplier capable of proposing its brands, models and configurations to fit each Sponsor’s needs. This is not an open tender solicitation of product lines carried by a proposer. The product lines and units offered must meet the specific Sponsor’s needs. A proposer may propose to both Sponsors, or to just Sponsor.
- Proposers will be required to prequalify by submitting proposals and proposed pricing per unit of product. The proposals will be evaluated and will be qualified to submit best and final pricing. Those proposers who are qualified will be asked to submit their best and final price offers per category of product offered. Thereafter, the LMGA will complete its evaluation and scoring of proposals and pricing. The LMGA reserves the right to choose one or more proposals for contracts which may be in its members interests in order to represent flexibility as well as the diverse technologies available for AMR.
- Pre-qualification to provide best and final offers will be based on: 1) Technology represented; 2) Per unit or per system price including standard installation (as defined by the proposer); 3) Reputation of product/Referenced Projects; and 4) Ability to satisfy warranty and service after the sale.
- After submission, each Sponsor will review and evaluate the proposals prepared for that Sponsor by reviewing and grading the various technological approaches presented, the equipment capabilities and cost, the dependability/warranties of the brands/models of equipment proposed and the reputation and/or dependability of the supplier/installer.
- Each Sponsor reserves the right to award one or more contracts (or to award none) after taking into consideration the various technologies proposed, the capacity of a supplier/installer to sell state-wide or regionally, and the various needs of the Sponsor. Thereafter, a supplier will contract with the Sponsor for either a turnkey installation or for phased installation over a 2 to 3-year period. Once entered, the contract prices shall remain in place for a term of 2 or 3 years for the purchase of additional product units. An index may be relied upon to take into consideration price increases over the term of the contract.
- A successful proposer who enters into a contract with a Sponsor will be allowed to make additional sales to other local government units that desire to purchase the same product units and the same prices contracted for by the Sponsors, all in accordance with Louisiana Revised Statutes Title 33’s Local Services Law. Any additional purchases of product are entirely voluntary by other local political subdivisions. Purchases and/or quantities will not be guaranteed under a contract.
- Proposals shall be submitted on the electronic, up-loadable forms to be provided.
- The projected timeline of events is as follows:
- June 25, 2019— Electronic Publication of RFP
- July 20, 2019—Site Visits to be Completed
- -July 30, 2019-—Proposals Due: August 6, 2019 per Addendum #1
- August 25, 2019—Best and Final Offers Due
- All work to be completed for the Sponsors by December 31, 2019
- A successful proposer upon selection is expected to submit its standard form contract itemized with product and per unit pricing, per installation pricing and total price. The Sponsors reserve the right to include terms and conditions related to performance surety, payment retention, insurance requirements and hold harmless/indemnity, liquidated delay damages and any other terms and conditions which may be required by law or by municipal policy, including the use of Louisiana licensed contractors where required by law.
- Failure to timely reach an agreement may cause a proposer to be disqualified and a Sponsor may select another qualified proposer to negotiate a final contract with.
- Contracts made available to additional municipalities or local government units as “joint-use” or “piggy-back” contracts will be administered on behalf of the Sponsors by the Louisiana Municipal Advisory and Technical Services Bureau (“LaMATS”), 700 North Tenth Street, Baton Rouge, LA 70802 in compliance with Louisiana Revised Statutes, Title 33 Local Services Law. Participating political subdivisions will be required to accept and sign onto the terms and conditions of the contracts before utilizing same. No additional bids or receipt of quotes by participating membership will be required before purchasing from the option contracts established.
- All sales pursuant to established contracts will be subject to contract administration and administrative fees payable to the Contract Administrator, LaMATS Purchasing Services and/or EASiBUY LLC. The administrative fee on net sales proceeds will be 3% payable by the seller..
Questions and Clarifications:
*Questions and/or requests for clarification of bid specifications or requirements are to be in written form and emailed to the attention of Paul Holmes, LaMATS Purchasing Consultant, email@example.com and must be received in enough time to consider and answer by a sponsor or the electronic platform administrator prior to the proposal due date.
GENERAL CONDITIONS FOR BIDDERS – PLEASE READ CAREFULLY
- 1. Pursuant to LA R.S 38:2212.1, any manufacturer’s preference in this solicitation is descriptive, but non-restrictive, and is used only to indicate minimum requirement for type, grade and quality unless otherwise specified.
- 2. Bidders must pre-register and must pre-qualify their products/services prior to best and final product, services and price proposals are submitted.
- 3. Bidders shall submit bids only on the electronic bid forms/templates accessible online after registration. Initial submission of proposals for pre-qualification will be in a Sealed Bid format. Best and Final offers may be in an interactive format which will be scheduled and conducted after qualification or may be conducted by interview or presentation to a Sponsor.
- 4. The Sponsors may, but are not required, to choose more than one supplier of one or more brands of qualifying product and services or technology.
- 5. Literature, brochures, and other related paperwork attached to the bid should be identified with the name of the bidder and bid item number.
- 6. In case of a mathematical discrepancy between unit price and extensions, the unit price shall prevail.
- 7. The contracts issued may contemplate a fixed escalation or de-escalation provision in accordance with the United States Bureau of Labor Statistic’s Consumer Price Index or the Producer Price Index. Bids based on specifications which are subject to a recognized escalation index shall be legal and valid for product at the discretion of the Sponsors.
- 8. Any other public procurement unit or private water distributor may participate in the cooperative purchasing provisions of the contracts and may acquire quantities of the items under a contract at the same unit price even if quantities may vary.
- 9. The Sponsors reserve the right to award by vendor, item or by total bid, if consistency of brand or manufacture is not required.
- 10. All representations made in a proposal are considered binding. Notice of acceptance furnished to a successful pre-qualifier based on an initial, opening price bid may result in a binding contract without further action by either party.
- 11. The Sponsors are exempt from all sales taxes. A sales tax exempt form shall be furnished by the end-user if requested.
12. Evidence of agency, corporate, or partnership authority shall be required to prequalify for submission of bids. The authority of the signature of the person submitting the bid shall be deemed sufficient and acceptable if any of the following conditions are met:
- (a) The signature on the bid is that of any corporate officer listed on the most current annual report on file with the Secretary of State, or the signature on the bid is that of any member of a partnership or partnership in commendam listed in the most current partnership records on file with the Secretary of State.
- (b) The signature on the bid is that of an authorized representative of the corporation, partnership, or other legal entity and the bid is accompanied by a corporate resolution, certification as to the corporate principle, or other documents indicating authority which are acceptable to the public entity.
- © The corporation, partnership, or other legal entity has filed in the appropriate records of the Secretary of State in which the public entity is located, an affidavit, resolution, or other acknowledged or authentic document indicating the names of all parties authorized to submit bids for public contracts. Such document on file with the Secretary of State shall remain in effect and shall be binding upon the principal until specifically rescinded and canceled from the records of the office.
- 13. Any modifications of plans and specifications will be made through an addendum. No addendum shall be issued within seventy-two (72) hours of the bid opening, excluding weekends and legal holidays, without the extension of the bid opening date, but re-advertising will not be required. The addendum shall be transmitted by any one of the following methods: 1) Email to registered bidders; and 2) electronic posting to https://lamats.eauctionservices.com.
- 14. Any bidder that is found listed on the Federal Government’s System for Award Management (SAM) website, at www.sam.gov/portal/sam , under the advanced search feature for Excluded Parties List System (EPLS), shall automatically be rejected for the award of this bid, by Category and/or in its entirety.
EASiBuy BIDDER TERMS AND CONDITIONS
EASiBuy LLC (“EASi”) does not verify or validate any buyer information provided or representations made by users on the Solution, and makes no warranty of any kind to you concerning any buyer offerings using the Solution. You acknowledge EASi, its employees, agents and partners make no warranty of any kind, either express or implied, regarding the quality, accuracy or validity of any data and information available on the Solution, or residing or passing through its network, other than information and data that is provided directly to you from EASi. You further acknowledge any agreement entered into by you as the supplier of goods or services from a participating buyer is an agreement solely with such buyer, and EASi is in no way a party to or responsible for the performance of such agreement. Therefore: 1) EASi DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO ANY TRANSACTION ENTERED INTO BETWEEN A PARTICIPATING PERSON OR ENTITY AND A SUPPLIER, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND 2) EASi FURTHER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, CONCERNING INFORMATION SUPPLIED, OR REPRESENTATIONS MADE, BY ANY BUYER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION RELATING TO PRODUCT SUITABILITY, SPECIFICATIONS, OR REQUESTED AVAILABILITY, OR THE TRUTHFULNESS OR ACCURACY OF ANY OTHER INFORMATION OR REPRESENTATION MADE OR SUPPLIED BY A BUYER OR ANY OTHER SUPPLIER INVOLVED IN THIS AGREEMENT.
BY YOUR AGREEMENT BELOW, AND BY SUBSEQUENTLY USING THE SOLUTION, YOU AGREE TO COMPLY WITH ALL TERMS AND CONDITIONS SET FORTH BELOW AND WITH ALL INSTRUCTIONS FOR USE POSTED ON THE SOLUTION.
READ THIS AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE AGREEING. BY AGREEING, YOU WILL BE PERMITTED TO UTILIZE THE EASIBUY LLC (“EASI”) INTERNET-BASED STRATEGIC SOURCING SOLUTION (“SOLUTION”) FOR THE PURPOSE OF PARTICIPATING IN THIS ONE-TIME, ON-LINE BIDDING EVENT. YOU WILL BE ALLOWED TO RECEIVE REQUESTS FOR INFORMATION AND QUOTATIONS AND TO SUBMIT BIDS AND PROPOSALS NECESSARY IN PARTICIPATING IN THE ONLINE BIDDING EVENT. SHOULD YOU CHOOSE NOT TO AGREE TO THIS AGREEMENT PRIOR TO THE ON-LINE BIDDING EVENT, YOU WILL BE DENIED ACCESS TO THE SOLUTION AND THE BIDDING EVENT.
1. Utilization. You are granted a one-time, non-transferable, non-exclusive right to access the Solution through EASiBuy website by the use of a password(s) and/or access code(s) for the purpose of participating in a specific electronic online bid auction event. Any subsequent rights to access the Solution will require you to accept a new “Supplier Agreement Terms and Conditions”. EASi reserves the right to terminate your access to the Solution or any of its services at any time, if EASi shall determine, in its sole discretion, that you have violated any term(s) of this Agreement with respect to your access to and use of the Solution. In the event of such termination, EASi shall notify you immediately.
2. Responsibilities of the Parties. Subject to the terms and conditions of this Agreement, EASi will make available to you, electronic access and use of the Solution for you to participate in a one-time, online bidding event. EASi will also provide such other assistance in the way of customer support and service as are set forth below. It is solely your responsibility when using the Solution to comply with all applicable local, state and federal statutes, ordinances, regulations, and policies governing the sales of goods or services by your company. EASi shall have no responsibility for ensuring sales of goods or services using the Solution will comply with such laws, ordinances, regulations, or policies. The Supplier, in using the system, has the responsibility for the sale including, but not limited to, the following:
- Accepting the terms and conditions of this agreement as contained in the Bid Package not less than 3 business days in advance of a scheduled event
- Selecting appropriate procurement opportunities to participate
- Preparing and assuring the completeness of any bids, quotes or proposals
- Submitting any bids, quotes or proposals electronically within the buyer established deadlines
- Maintaining with the Buyer, the security and the integrity of the bid procurement process
- Participating in any Pre-bid Conference(s) and telephonic tutorial for suppliers prior to an electronic event
- Compliance with all applicable legal requirements
- Establishing and adhering to the terms and conditions of buyer contracts
- Assuring proper authorization to enter into a contract and the proper administration of any resulting contract
As a supplier, you also acknowledge that EASi’s responsibilities are, but not limited to, the following:
- Clarifying bidding processes and timelines
- Hosting telephone tutorials with all suppliers on utilization of the electronic bid process
- Participating in any Pre-bid Conference(s)
- Conducting the electronic bid event and providing help desk support during the event
- Publishing appropriate results to the users and obtaining feedback from participants
3. Conduit Services Only. The Solution provides only an Internet conduit through which the following may take place: (a) you may communicate the availability of your goods and services to potential buyers, (b) potential buyers may communicate their procurement needs to you and © you may respond to requests for quotations, bids or proposals in online bidding events. You will be entitled only to respond to requests of potential buyers for quotations, bids or proposals if you have accepted the terms and conditions of the Supplier Agreement. EASi makes no representation of any kind concerning the reputation, reliability or any other matter concerning participating buyers. EASi recommends you conduct your own inquiries concerning the qualifications and reputation of buyers, and you must look only to the buyers with whom you choose to transact business for performance of any agreements with them.
4. Buyer Representations and Warranties. EASi does not verify the information supplied or representations made by buyers on the Solution and makes no warranty of any kind to you concerning any buyer using the Solution. EASi recommends you look solely to the buyer with respect to any buyer-related information, representations and warranties.
5. Coded Access. Participation in the online bid event is available only to persons and entities who have read and agreed to the terms of this Agreement and who have been assigned access code(s) and/or password(s). You agree not to divulge your access codes or passwords to any other person or entity. EASi is not responsible for such unauthorized use of the Solution.
6. Availability and Operation of the Solution. While every effort will be made to keep the Solution operating during all scheduled hours of operation, no guarantee of uninterrupted operation can be given. You agree the services provided on the Solution are provided as is and that neither you nor your business will have any claim against EASi as a result of any non-availability of the Solution at a particular time or times or any failure of the Solution to operate as intended.
7. Sole Remedy. If you are dissatisfied with the functionality of this Solution or the services EASi provides, your sole remedy is to cease using the Solution. YOU AGREE THAT YOU HAVE, AND WILL HAVE, NO CLAIM OR RIGHT OF ACTION OF ANY KIND AGAINST EASi RELATED TO YOUR USE OF THE SOLUTION.
8. Virus. You hereby agree EASi will not be liable for any harm that may be caused by the inadvertent or deliberate transmission of any malicious computer software, or such other computer program transmitted through its website from a third party.
9. Information You Provide. You agree any information you provide about yourself or your agents when registering to use the Solution is accurate, current and complete and you will maintain and update that information to ensure that it remains as such. If EASi suffers any claim or incurs any liability as a result of information entered into the Solution by users of your account, you and your business will indemnify EASi against such claim or liability including costs and attorney’s fees incurred in defending against it.
10. Security. EASi uses industry-standard security measures to safeguard any information you may provide to us on our website. You, your organization and/or your agents have the responsibility to manage your internal security by safeguarding passwords and establishing your own internal security procedures, to assure the proper use of the Solution. In the event of any compromise in the security of the Solution, you agree to immediately report the same to EASi and a new password will be assigned for your use. EASi does not and cannot guarantee that information will remain secure.
11. Fees. The design, maintenance and operation of the Solution requires substantial costs and investment by EASi. Thus, a transaction fee (“Transaction Fee”) based on the total final purchase price stated upon award will be charged to the awarded supplier. The Transaction Fee for specific products and services for each event shall be owed by you and your company upon the execution of each awarded sale resulting from your submission of any request for quotations through this Solution. You hereby acknowledge that once you have viewed or received a request for quotation through or as a result of the Solution, and submitted an initial quotation of which a sale has ultimately been consummated as a result thereof, whether or not consummated through the Solution or other forms of bids or negotiations, you are obligated to pay the Transaction Fee to EASi if you are the awarded supplier. Said Fee will be assessed to the awarded supplier as follows.
Awarded Supplier Reporting and Payment Terms and Conditions: The Awarded Supplier will be responsible to pay the Transaction Fee of three (3%) percent to EASi for all transactions conducted with the Buyer, any of its political subdivisions or any other entity (the “Buying Agent”) resulting from this bidding event or subsequent contract.
Upon notification of award from the Buyer, the Awarded Supplier is required to provide ACH, credit card account payment information, or invoice billing details (“Preferred Transaction Fee Payment Method”) to EASI. Awarded Suppliers paying via credit card will be charged an additional credit card processing fee of 3% of the Transaction Fee. EASI will charge the Awarded Supplier via the Preferred Transaction Fee Payment Method based on the terms below:
One-Time Purchase Contracts: Upon delivery of product to Buying Agent for a One-Time Purchase, the Transaction Fee will be charged to your Preferred Transaction Fee Payment Method.
Term Purchase Contracts: For term or ongoing purchases, the Transaction Fee will be charged to your Preferred Transaction Fee Payment Method on the fifteenth of each month.
Construction Contracts: The Transaction Fee will be charged to your Preferred Transaction Fee Payment Method upon award of contract.
Audit Right: The Buying Agent and EASi reserve the right to audit the accuracy of the Transaction Fees. Audits shall be conducted during regular business hours, upon not less than fifteen (15) business day’s prior written notice, and in such a manner as not to unreasonably interfere with the Awarded Supplier’s normal business activities. Transaction Fees will be due immediately for any errors or omissions disclosed by any such audit. If, as a result of any such audit, Transaction Fees are determined to have been underpaid by more than five percent (5%) for the period audited, Awarded Supplier shall pay for the costs of such audit.
12. Disclosures. You acknowledge by using the Solution, you agree to provide EASi accurate and complete information regarding (a) any agreement entered into by you with a participating buyer through or as a result of any online bidding event conducted through the Solution; (b) the final price agreed upon between you and the participating buyer with respect to the product or service sold to such buyer, and © the date payment (whether a payment in full or a partial or installment payment) is delivered to you by any buyer pursuant to any agreement entered into by you with a participating buyer through or as a result of any online bidding event conducted through the Solution. You understand and acknowledge you are to provide this information to EASi immediately upon becoming aware of such information and EASi relies upon your delivery of such information for the calculation and payment of its fees as set forth in Section 11.
You acknowledge and agree the buyers conducting online bidding events through the Solution may be governmental or quasi-governmental entities, and that, prior to entering into any binding agreement with you for the purchase of any product or service, such buyers may be required to comply with numerous state and local laws, regulations and ordinances with respect to the procurement of goods and services by governmental entities. You acknowledge and agree such compliance by participating buyers may involve public notice, public hearings, counsel meetings, and other lengthy processes.
The information we receive depends on what you do when visiting the Solution. If you visit the Solution to read or download information, we collect and store only the following information about you: the name of the domain and host through which you access the Internet (for example, aol.com if you are connecting from an America Online account), and the date and time you access the Solution. We use this information to measure the number of visitors to different sections of the Solution, so that we can make the Solution more useful to our visitors. If you actively participate in using or providing any of the services offered through the Solution, we collect and store the personally identifiable information needed to facilitate this participation (typically your name, company name, mailing address, email address).
If you wish to use a link to another website or to do business with another user of the Solution, you may be asked by the other user to provide certain confidential information. You agree not to hold EASi responsible for any loss or damage of any sort incurred as a result of any such disclosure to another user through the Solution. We do not control the collection or use of this information and make no representations about the privacy policies of other sites.
14. Reselling or Transfer. You agree not to resell or transfer your right to use the Solution to anyone, and you will not allow your access code or password to be used by any other company or unauthorized person.
15. Access to Internet. You agree that in order to use the Solution you must: (a) provide your own access to the Internet, and (b) provide all equipment necessary for you to make the connection to the Internet. EASi is not responsible for the speed, reliability and/or quality of your connectivity to the Internet.
16. Interference with Others. You agree not to use the Solution in a manner that would restrict or inhibit any other party’s use of such services.
17. Links to Other Sites. This Solution may link you to other sites on the Internet. These links are provided for your convenience but the sites to which the links connect are not under EASi’s control. You understand and agree that the linking of the system to other sites does not mean that these sites are endorsed by EASi, and EASi is not responsible for the legality, accuracy or any other aspect of the operation or content of any sites to which links are provided.
18. Copyright – How you May Use the Content of the Solution. The content of this Solution (the “Content”) is protected by intellectual property laws of both the United States and foreign jurisdictions. You may download, use, and copy the materials found on the Solution for your internal business use only, provided that all copies that you make of the material must bear any copyright, trademark, or other proprietary notice located on the Solution which pertains to the material being copied. This material is not for republication, except as authorized in this paragraph. You are not being granted a license under any copyright, trademark, patent, or other intellectual property right in the material or the services, processes, or technology described therein. All such rights are retained by EASi and/or any third-party owner of such rights. You may not sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited. None of the Content, including any software, may be reverse engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, resold, or redistributed without the prior written consent of EASi, except as described herein. Nothing in this paragraph prohibits you from printing, using or reproducing any records or reports of your transactions using the Solution.
19. Framed Links. You may not create framed links to the Solution without express written permission from EASi.
20. Modification. EASi, in its sole discretion, has the right to modify this Agreement at any time. Any modification is effective upon either posting notice of such modification on EASi’s website or upon notice by certified mail. Your continued use of the Solution following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modifications.
21. Non-Circumvention. You agree you will not, directly or indirectly, take any action with the Buyer or any other Suppliers involved in this specific event which circumvents or attempts to circumvent the intent or purpose of this Agreement. Further, you agree that once (1) you have agreed to the terms and conditions contained herein and 2) electronically viewed or received a specific request for quotations from a buyer through the Solution, you will not, directly or indirectly, enter into any agreement related to such specific request for quotations with such buyer outside the Solution or in any manner such as paper or verbal bids which would result in your failure to pay to EASi the fee set out in Section 11 hereof. You agree to maintain confidentiality between the Buyer, your company and its representatives and EASi regarding the submission of quotations and subsequent pricing before and during the online bidding event.
22. Governing Law. This Agreement and the rights of the parties to this Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio, without regard to or application of its conflict of laws principles.
23. Partial Enforceability. If any provision of this Agreement, or the application of any provision to any person, entity or circumstance shall be held invalid, illegal or unenforceable, then the remainder of this Agreement, or the application of that provision to persons, entities or circumstances other than those with respect to which it is held invalid, illegal or unenforceable, shall not be affected thereby.
24. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements, negotiations, correspondence, undertakings and communications between such parties representing such subject matter.
25. No Consequential Damages. Except as prohibited by law, each party hereto waives any right it may have to claim or recover any special, exemplary, punitive or consequential (including business interruption), or any damages other than, or in addition to, actual damages.
26. Headings. The headings in this Agreement have been included solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.
BY CHECKING THE “AGREE” BOX ON THE FORM PROVIDED YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ AND FULLY UNDERSTAND THE FOREGOING AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS IN THEIR ENTIRETY.
I understand that if “I Do Not Accept” the terms listed in this Agreement or if I do not respond to this Agreement, EASi cannot allow me or my company to participate in the online bid.