roswell park cancer institute corporation procurement contract ...

ROSWELL PARK CANCER INSTITUTE CORPORATIONPROCUREMENT CONTRACT GUIDELINESI. STATEMENT OF PURPOSEThese Guidelines are adopted pursuant to the provisions of the Roswell ParkCancer Institute Corporation Act (the “Act”) and Section 2879 of the Public AuthoritiesLaw, as amended, and shall be subject to annual review and approval by the Board ofDirectors of Roswell Park Cancer Institute Corporation (RPCI). The Guidelines shallapply with respect to any contract for goods or services having aggregate considerationof twenty-five thousand dollars ($25,000.00) or more.II.DEFINITION OF TERMSDefinitions. The following terms shall, for purposes of these Guidelines, have thefollowing meanings unless the context shall clearly indicate some other meaning:“RPCI” shall mean Roswell Park Cancer Institute Corporation.“Counsel” shall mean the General Counsel of RPCI, or his designee.“Foreign Business Enterprise” shall mean a business enterprise, including a soleproprietorship, partnership, limited liability company or corporation, which offers for sale,lease or other form of exchange, goods sought by RPCI and which are substantiallyproduced outside New York State, or services sought by RPCI and which aresubstantially performed outside New York State.“Non-Personal Services Contracts” shall mean any written agreement enteredinto by RPCI for the acquisition of goods, materials or non-personal services, includingconstruction contracts.“Minority Business Enterprise” shall mean any business enterprise, including asole proprietorship, partnership, limited liability company or corporation that is:a. at least fifty-one (51%) percent owned by individuals who are AfricaAmericans, Hispanics, Asians, Pacific Islanders or Native Americans;b. an enterprise in which the minority ownership is real, substantial andcontinuing;c. an enterprise in which the minority ownership has, and exercises, theauthority to independently control day-to-day business decisions; and1

III.USE AND SELECTION OF PROCUREMENT CONTRACTORSA. Use of Procurement Contractors. In the interest of conserving and makingthe most efficient use of RPCI resources and personnel, it is the policy of the Board ofDirectors that (i) RPCI activities be performed by RPCI employees when they arecapable of doing so in an efficient and proper manner, and (ii) when outside services orgoods are utilized, contractors be selected from as broad a spectrum of providers as ispractical, and (iii) contracts shall be awarded in a manner consistent with obtaining highquality service, goods and materials at fair and reasonable prices.Personal services contractors shall be used only when it has beendetermined by RPCI that: (1) such service is necessary or convenient to theperformance of RPCI responsibilities, and (2) (a) such service is not available from anOfficer or RPCI employee, (b) the nature of such service necessitates it be undertakenby someone independent of RPCI, or (c) use of RPCI personnel for such service wouldnot be cost effective. Non-personal services contracts shall be entered into when RPCIrequires such goods, materials and non-personal services in order for the hospital andresearch facility to function effectively and efficiently.B. Selection and Approval of Procurement Contractors.1. Source Selection Methods. RPCI shall award Procurement Contracts,other than contracts for Personal Services, in accordance with the following selectionmethods:a. Competitive Bid. Solicitation of price bids for specified services, orgoods, materials or non-personal services, to be awarded to qualifying contractorsbased upon specified competitive criteria, with primary emphasis placed upon thelowest responsible bid price. For purposes hereof, the lowest responsible bidder is abidder who has the lowest price among the bids submitted by all bidders who arefinancially able and competent to fully perform the contract. Competitive bids are to besolicited when the services or goods, materials or non-personal services required are ofa standardized nature that may reasonably be made the subject of specifications towhich bidders respond with required qualification data and price offers or when requiredby law.b. Requests for Proposals (RFP). Solicitation of project-specificproposals which address identified financial, organizational, logistical and technicalrequirements and/or problems and which detail elements of performance includingtechniques and procedures, areas of specialized skill, experience and/or knowledge, aswell as price. Such requests may be made when the subject matter of the contract is ofa specialized or technical nature, or where there is a limited number of contractors inthe field or area of expertise available to RPCI. RPCI may limit the field of contractorsreceiving an RFP, provided that the number solicited shall be sufficient to elicit qualityand price competitive proposals. Contracts are awarded on the basis of a formalevaluation of the qualifications of the RFP respondents and the characteristics, qualityand cost of the proposal. Competitive negotiations with one or more of the respondents(following a more general RFP) are permissible.3

or more, RPCI will advertise all such opportunities in the “Procurement OpportunitiesNewsletter” published by the New York State Department of Economic Development,subject to the following exemptionsa. Emergency Contracts. Contracts awarded without competitiveprocedures as a result of an accident or other unforeseen occurrence or condition inwhich circumstances affecting property of RPCI or life, health or safety requireimmediate action as determined by the President/CEO or an Officer designee andapproved by Counsel.b. Critical Contracts. Contracts which must be awarded within a settime period because delay of award would have a serious adverse effect (financial,competitive or otherwise) on RPCI that outweighs the benefits of advertisement in theNewsletter as determined by the President/CEO or an Officer designee and approvedby Counsel.c. Volume Contracts. Goods or materials obtained from contracts andfacilities of the New York State Office of General Services or the United States GeneralServices Administration, or any group or centralized purchasing contracts or facilities ofhealth care organizations, networks, cooperatives, educational institutions or localgovernmental entities whose procurement of said contracts or facilities complies withapplicable procurement laws, regulations and guidelines.d. Assignment. Contracts acquired through assignment.e. Preferred Sources. Contracts issued to providers who havePreferred Source status.f. Re-bid. Contract opportunities being re-bid or re-solicited withinsixty business days after proposals were originally due pursuant to publication in theNewsletter are exempt from further publication.g. Sole Source Procurements.3. Special Requirements Regarding the Selection of Personal ServiceContractors.Personal Services. RPCI shall endeavor to secure proposals from servicecontractors on a competitive basis and to select from such proposals the servicecontractor offering the most favorable terms, weighing appropriate factors includingexpected ability to perform against projected cost. In its attempt to secure contracts forservices upon the most favorable terms, RPCI shall, unless otherwise provided in theseGuidelines:i. solicit proposals from several firms known to be qualified in thearea of the service to be provided;5

ii. evaluate those offers received on the basis of the servicecontractor’s technical qualifications, financial stability, past performance for RPCI,references, staff availability, experience, possible conflicts of interest and contract priceor fee structure. Contract price and fee may be the subject of competitive negotiation;and,iii.are selected.document the deliberative processes by which service contractors4. Board Approvals.(i) Finance Committee Approval shall be required to be obtained inadvance with respect to (a) Capital projects involving procurements in excess of TwoHundred and Fifty Thousand Dollars ($250,000.) , and (b) any project, program oraction that involves expenditure of operating funds in excess of Five Hundred ThousandDollars ($500,000.);(ii) Board of Directors approval shall be required to be obtained in advancewith respect to any project, program or action that involves expenditure of capital oroperating funds, or any combination thereof, in excess of One Million Dollars($1,000,000); and(iii) Procurements of inventory, medical or surgical supplies,pharmaceuticals and general commodities, sold to or used in the care of patients, andwhich are purchased through New York State contract or other authorized grouppurchasing organizations as contemplated in these Procurement Guidelines, shall notrequire approval from the Board of Directors or the Finance Committee, provided suchprocurements are budgeted in the approved budget for the fiscal year of theprocurement.5. Requirement that contracts be in writing. All procurement contracts shallbe in writing and approved and executed by an authorized officer, or as provided in theRPCI By-laws or an applicable resolution of the Board of Directors.6. The form of all contracts shall be approved by Counsel.C. Promotion of Minority and Women-Owned Business Enterprises. It is agoal of RPCI to (a) promote and assist participation by Minority and Women-OwnedBusiness Enterprises in competition for procurement contracts and (b) award a fairshare of procurement contracts to Minority and Women-Owned Business Enterprises.It is also an RPCI goal to award contracts to those contractors who haveevidenced compliance with the laws of the State of New York prohibiting discriminationin employment. RPCI recognizes that this goal may be achieved by awardingprocurement contracts to those firms who have demonstrated that they do notdiscriminate in employment. RPCI shall, in order to promote these goals, solicit offersfrom Minority and Women-Owned Business Enterprises known to have experience inthe type of goods or services needed. RPCI shall consult any list maintained by any6

State agency or department known to RPCI which identifies Minority and Women-Owned Business Enterprises by area of expertise and shall contact appropriate Minorityand Women-Owned Business Enterprises listed therein to solicit their offers.Furthermore, if the performance of any contract permits or requires the use of asubcontractor, said contract shall require the contractor to act affirmatively to secureparticipation by Minority and Women-Owned Business Enterprises in such subcontractand to report the nature and extent of such efforts to RPCI.D. Contract Provisions. Contracts for personal services shall detail the scopeof services to be performed and where applicable the agreed schedule for performance,the procedure for monitoring of that performance by RPCI personnel and, whereappropriate, any permitted use of RPCI supplies, facilities or personnel. Such contractsshall also state the compensation for the services, the schedule of payment, the billingprocess and other pre-conditions for receiving payment from RPCI, procedures fortermination of the contract and any other provisions Counsel deems necessary orappropriate for each particular contract. In addition, if performance of a particularpersonal services contract will require the use of subcontractors, the contract shallrequire the contractor to act affirmatively to secure appropriate participation by Minorityand Women-Owned Business Enterprises.E. Limitations on Contracts with Former RPCI Officers and Employees. Aformer officer or employee shall not be permitted, for a period of two years followingtermination of RPCI employment, to enter into a personal services contract with RPCI,either as an individual or as an officer or employee of a private business entity, inrelation to any matter over which he or she exercised decision-making power during theperformance of official duties or that may create the appearance of impropriety orconflict of interest; provided, however, that this limitation may be waived where thePresident/CEO, with approval of the State Ethics Commission, determines that (1) suchformer officer or employee has no interest other than their compensation in the outcomeof the particular contract and (2) such person’s fulfillment of the contract is a benefit toRPCI; or when the Attorney General grants an exemption pursuant to the PublicOfficers Law.F. Promotion of New York State Business Enterprises and New York StateResidents. It is a goal of RPCI to promote the participation of New York State BusinessEnterprises and New York State Residents in procurement contracts. Accordingly, thefollowing procedure shall apply:1. RPCI shall consult the specifications of New York State BusinessEnterprises in developing specifications for any procurement contract for the purchaseof goods where possible, practicable, feasible and consistent with open bidding. RPCIshall, where feasible, make use of the stock item specification forms prepared by theNew York State Commissioner of General Services, and where necessary, consult withsaid Commissioner in developing such specifications and making such determinations.2. RPCI shall, with the cooperation of the New York State Department ofEconomic Development and through cooperative efforts with contractors, provide for thenotification of New York State Business Enterprises of opportunities to participate as7

subcontractors and suppliers on procurement contracts let by RPCI in the amountestimated to be equal to or greater than one million dollars ($1 million), by cooperatingwith New York State in efforts to obtain offset credits from foreign countries andpromulgating procedures which will assure compliance by contractors with suchnotification as a condition of awarding bids. Such contractors shall, as supplementarymaterials to their bids, document their efforts to encourage the participation of New YorkState Business Enterprises as suppliers and subcontractors on procurement contractsequal to or greater than one million dollars ($1 million); attest to compliance with thefederal Equal Employment Opportunity Act of 1972 (P.L. 92-261) as amended; anddocument their efforts to provide notification to New York State Residents ofemployment opportunities through listing such positions with the Community ServiceDivision of the New York State Department of Labor or providing for such notification insuch manner as is consistent with existing collective bargaining contracts oragreements.3. RPCI shall include in all bid documents provided to potential bidders astatement that information concerning the availability of New York State subcontractorsand suppliers is available from the New York State Department of EconomicDevelopment, and it is the policy of New York State to encourage the use of New YorkState subcontractors and suppliers, and to promote the participation of Minority andWomen Owned Business Enterprises where possible, in the procurement of goods andservices.4. RPCI, with the cooperation of the Community Service Division of the NewYork State Department of Labor and through cooperative effort with contractors, shallprovide for the notification of New York State Residents of employment opportunitiesarising in New York State as a result of any procurement contract let by RPCI in anamount estimated to be equal to or greater than one million dollars ($1 million), andshall require contractors to submit post-award compliance reports documenting theirefforts to provide such notification through listing any such positions with the communityservice division, or providing for such notification in such manner as is consistent withexisting collective bargaining contracts or agreements.5. RPCI shall notify the New York State Commissioner of EconomicDevelopment of the award of a procurement contract for the purchase of goods from aForeign Business Enterprise in an amount equal to or greater than one million dollars($1 million) simultaneously with notifying the successful bidder therefore. RPCI shallnot thereafter enter into a procurement contract for said goods until at least fifteen (15)days has elapsed, except for procurement contracts awarded on an emergency orcritical basis. The notification to the Commissioner of Economic Development shallinclude the name, address and telephone and facsimile number of the Foreign BusinessEnterprise, the amount of the proposed procurement contract and the name of theindividual at the Foreign Business Enterprise or acting on behalf of the same who isprincipally responsible for the proposed procurement contract.8

IV.REPORT ON PROCUREMENT CONTRACTSA. Annual Report. During the first three (3) months of each fiscal year, RPCIshall compile an annual report on procurement contracts awarded during the previousfiscal year. To the extent appropriate, the Board of Directors may incorporate said reportin any annual report it prepares for submission to New York State departments,divisions or agencies. Such annual report will include these Guidelines and anyamendments hereto, a list of the year’s procurement contracts, a list of the aforesaidcontracts entered into with New York State Business Enterprises, and the subjectmatter and value thereof, a list of the aforesaid contracts entered into with ForeignBusiness Enterprises, and the subject matter and value thereof, a list of contractsexempted from advertising in the Procurement Opportunities Newsletter and the basisfor each exemption, the total fees, commissions or other compensations, by payee, paidfor personal services, and the percent of contracts awarded, and total compensationpaid, to Minority and Women-Owned Business Enterprises.B. Submissions. The annual report on procurement contracts shall besubmitted to the Division of the Budget with copies to the Department of Audit andControl, the Department of Economic Development, the Senate Finance Committee andthe Assembly Ways and Means Committee, and the Department of Health.C. Public Copies. Copies of the annual report on procurement contracts shallalso be available to the public upon reasonable request at RPCI’s main office.D. Before any contract award for goods or services of greater than onehundred thousand dollars ($100,000.00) is made, certain due diligence steps will betaken.This due diligence will include obtaining an appropriate credit/background reviewfrom a reputable credit reporting agency (i.e. Dunn & Bradstreet), reference checks, andsuch other reasonable investigatory activities as management deems necessary underthe circumstances to verify the financial status and viability of the proposed vendor.Such activities may include reviewing financial statements and reviewing litigationhistories.9