BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
Department of Environmental Quality
Procurement
Ozone Calibrators
Solicitation Manager Name: Tara Premoe
Telephone Number: 517-284-5012
E-Mail Address: [email protected]
This is a Request for Proposal (RFP) for Ozone Calibrators described in Schedule A (the “Contract Activities”).
Anticipated Timeline
Issue Date
Deadline for Bidder to Submit Questions
Anticipated Date State will Post Answers
to Bidder Questions
Deadline to Submit Proposals*
Anticipated Contract Begin Date
3:00 p.m. EST
3:00 p.m. EST
March 7, 2017
March 14, 2017
March 17, 2017
March 24, 2017
March 31, 2017
*A proposal received at 3:00:01 p.m. EST is considered late.
The information in this document is subject to change. Check www.buy4michigan.com for the current information.
A vendor, or an employee of a vendor that participated in the development of any component of the solicitation, or will
participate in the evaluation of the proposals will not be eligible to receive an award, or perform work as a
subcontractor for the awarded vendor.
BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
Request for Proposal No. 076117B0010598
Ozone Calibrators
PROPOSAL INSTRUCTIONS
RFP Structure and List of RFP Documentation
Document
Cover Page
General Information and
Proposal Instructions
Vendor Questions Worksheet
1.
Description
Provides anticipated RFP dates,
State Contact information, etc.
Provides RFP instructions to
bidders
Questions to Vendors on
Background and Experience
Schedule A – Statement of
Work
Statement of Work
Schedule B – Pricing
Pricing
Contract Terms
This document provides the
Contract Terms for any contract
awarded from this RFP.
Bidder Response Instructions
Informational
Informational
To be completed and submitted by
bidders
To be completed and submitted by
bidders
To be completed and submitted by
bidders
Deemed accepted by bidder unless
written exceptions provided to State
with bidder’s proposal.
CONTACT INFORMATION FOR THE STATE. The sole point of contact concerning this Request for Proposal
(RFP) is:
Tara Premoe
517-284-5012
[email protected]
CONTACTING ANY OTHER STATE PERSONNEL, AGENT, CONSULTANT OR REPRESENTATIVE MAY
RESULT IN DISQUALIFICATION.
2.
QUESTIONS. Questions concerning the RFP must be posted on www.buy4michigan.com no later than the
time and date specified on the cover page of this document. In the interest of transparency, only written
questions will be accepted. Answers to questions will be posted on www.buy4michigan.com.
Bidders should submit their questions using the following format:
Q#
Document and
Section
Page# /
Requirement#
Bidder Question
3.
MODIFICATIONS TO RFP PRIOR TO PROPOSAL DEADLINE SUBMISSION DATE. The State may modify
the RFP at any time prior to the deadline submission date.
Changes will be posted on
www.buy4michigan.com. This is the only method by which the RFP may be modified. The posted changes
revise the original RFP.
4.
RESPONSE PREPARATION. Bidders must follow these Proposal Instructions and provide a complete
response to Vendor Questions Worksheet; Schedule A, Statement of Work; and Schedule B, Pricing.
Uniform Resource Locator (URL) links to information will not be considered for evaluation. Bidder should
include its company name in the header of all response documents.
BIDDER TO ENTER NAME HERE
5.
DELIVERY OF PROPOSAL.
Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals
electronically through www.buy4michigan.com. The price proposal should be saved separately from all other
proposal documents. The bidder should provide the documents in a modifiable form (e.g., Microsoft Word or
Excel), but has the option to also provide copies of any documents in a non-modifiable form (e.g., PDF).
Bidder’s failure to submit a proposal as required may result in disqualification of such proposal. The proposal
and attachments must be fully uploaded and submitted prior to the due date identified above. Do not wait
until the last minute to submit the bid, as the buy4michigan system requires the creation of an account and
entry of certain information, in addition to uploading and submitting the materials. The buy4michigan system
will not allow a proposal to be submitted after the due date and time identified above.
Questions on how to submit information or how to navigate in the buy4michigan system can be answered by
calling (517) 373-4111 or (888) 734-9749.
6.
EVALUATION PROCESS. The State will evaluate each proposal based on low bid meeting requirements
listed in Schedule A.
The State may utilize all proposals, including pricing information, without regard to a proposal’s technical score
to determine fair market value, when comparing and negotiating prices. The State is not obligated to accept
the lowest price proposal. The price proposal evaluation includes consideration of a qualified service-disabled
veteran preference. Information related to qualified service-disabled veteran preference is located at
http://michigan.gov/micontractconnect/0,4541,7-225-48677-123519--,00.html.
The State strongly encourages strict adherence to the Standard Contract Terms. The State reserves the right
to deem a bid non-responsive for failure to honor the Standard Contract Terms. Nevertheless, the bidder may
submit proposed changes (bidder must use track changes to identify specific proposed changes) to the
Standard Contract Terms accompanied by a detailed explanation as to each change for State consideration;
failure to do so will constitute the bidder’s acceptance of the Standard Contract Terms. General statements,
such as that the bidder reserves the right to negotiate the terms and conditions, may also be considered nonresponsive.
The State may, but is not required to, conduct an on-site visit to tour and inspect the bidder's facilities, require
an oral presentation of the bidder's proposal, conduct interviews with bidders, or request additional price
concessions at any point during the evaluation process.
7.
NOTICE OF DEFICIENCY. If the State determines, after the deadline to submit proposals, that there is an
area of the RFP that was deficient, unclear or conflicting, the State may issue a request (“Notice of
Deficiency”) to bidders. Failure to respond to a Notice of Deficiency may be cause for disqualification.
8.
CLARIFICATION REQUEST. If the State determines, after the deadline to submit proposals, that a bidder’s
proposal is not clear, the State reserves the right to issue a request (“Clarification Request”) to a bidder to
clarify its proposal. Failure to respond to a Clarification Request may be cause for disqualification.
9.
RESERVATIONS. The State reserves the right to:
a. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation
and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does
not commit the State to award a contract to you or anyone, even if all the requirements in the RFP are
met.
b. Consider late proposals: (i) if no other proposals are received; (ii) if there are no complete proposals
received; (iii) if the State received complete proposals, but they did not pass the Evaluation Process; or,
(iv) if the award process fails to result in an award.
c. Consider an otherwise disqualified proposal, if no other proposals are received.
d. Disqualify a proposal based on the information provided or the failure to complete the vendor registration
questions on the buy4michigan registration, or if it is determined that a bidder purposely or willfully
submitted false information in response to the RFP.
e. Consider bidders’ prior performance with the State in making its award decision.
f. Consider overall economic impact to the State when evaluating proposal pricing and in the final award
recommendation. This includes, but is not limited to: considering principal place of performance, number
of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan
capital investments, job creation, tax revenue implications, economically disadvantaged businesses, etc.
BIDDER TO ENTER NAME HERE
g.
h.
i.
j.
k.
Consider total cost of ownership factors (e.g., transaction costs, training costs, etc.) in the final award
recommendation.
Refuse to award a contract to any bidder that has failed to pay State of Michigan taxes or has any
outstanding debt with the State of Michigan.
Enter into negotiations with one or more bidders on price, terms, technical requirements, or other
deliverables.
Award multiple, optional use contracts, or award by Contract Activity.
Evaluate the proposal outside the scope identified in Section 6, Evaluation Process, in the event that
the State receives only one RFP response.
10. AWARD RECOMMENDATION. The award of a State contract will be made to the responsive and responsible
bidder who offers the best value to the State of Michigan. Best value will be determined by the bidder meeting
the minimum point threshold and offering the best combination of the factors stated in Technical Evaluation
Criteria, identified in Section 6, Evaluation Process, and price, as demonstrated by its proposal. The State
will post the award (“Notice of Recommendation”) on www.buy4michigan.com.
11. STATE ADMINISTRATIVE BOARD. The State Administrative Board must approve all contracts in excess of
$250,000. The decision of the State Administrative Board is final; however, approval does not constitute a
contract. The award process is not complete until the awarded Contractor receives a properly executed
contract.
12. DEBRIEF MEETINGS AND PROTEST. A Notice of Recommendation for Award will provide bidders with
instructions on how to request a debrief meeting.
If you wish to initiate a protest of the award, you must submit your written protest to [email protected]
no later than 1:00 p.m. EST, 3 business days after posting the Notice of Recommendation for Award, or by
1:00 p.m. EST the next business day if that date falls on a state holiday or weekend. The State reserves the
right to adjust this timing and will publish any change on the Buy4Michigan system.
Additional information about the protest process is available at www.michigan.gov/micontractconnect under
the “Programs and Policies” link.
13. GENERAL PROPOSAL CONDITIONS. The State will not be liable for any costs incurred by bidders in
preparation of its proposal, delivery of a proposal, and any follow-up discussions with the State. The bidder
agrees that its proposal will be considered an offer to do business with the State in accordance with the
provisions of its proposal, including the Standard Contract Terms, and that the proposal will be irrevocable
and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the bidder,
the State may, at its option, incorporate all or any part of the proposal into a contract. This RFP is not an offer
to enter into a contract. This RFP may not provide a complete understanding of the State’s environment, or
contain all matters upon which an agreement must be reached.
14. FREEDOM OF INFORMATION ACT. All portions of the bidder’s proposal and the resulting Contract are
subject to disclosure as required under Michigan’s Freedom of Information Act, 1976 PA 442.
15. RIGHTS TO INFORMATION CONTAINED IN PROPOSALS. All proposals will be considered the property of
the State.
BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
VENDOR QUESTIONS WORKSHEET
Contractors must provide a detailed response to each question. Attach any supplemental information and
appropriately reference within your response.
Bidder Response
1. Company Contact Information.
Sole contact during the RFP process. Include the name,
title, and contact information (address, e-mail and phone
number).
Sole contact authorized to receive and sign any resulting
Contract.
2. Company Background Information.
Legal business name and address.
What State is your business incorporated in?
Phone number.
Website address.
Number of years in business and number of employees.
Legal business name of any applicable parent company and
address.
Has there been a recent change in the organizational
structure (e.g., management team) or a change of control
(merger or acquisition)? If so, why and how has it affected
the company?
History of company and if growth has been organic, through
mergers and acquisitions, or both?
Has your company ever been debarred, suspended, or
otherwise disqualified from bidding, proposing, or
contracting with any governmental entity, including the
State? If yes, provide the date, governmental entity, and
details surrounding the action.
Has your company ever been sued by the State of
Michigan? If yes, provide the date, case caption, case
number, and identify the court that the case was filed in.
Has your company ever sued the State of Michigan? If yes,
provide the date, case caption, case number, and identify
court that case was filed in.
Within the past five (5) years, has your company defaulted
on a government contract or been terminated for cause by
any governmental entity, including the State? If yes,
provide the date of action, contracting entity, type of
contract, and details surrounding the termination or default.
Within the past five (5) years, has your company defaulted
on a contract or been terminated for cause by any private
entity in which similar service or products were being
provided by your company? If yes, provide the date of
action, contracting entity, type of contract, and details
surrounding the termination or default.
3. Business Owned by Qualified Disabled Veteran
“Qualified Disabled Veteran,” as defined by Public Act 431
of 1984, means a business entity that is at least 51% owned
BIDDER TO ENTER NAME HERE
by one or more veterans with a service-connected disability.
The Act defines “Service-Connected Disability” as a
disability incurred or aggravated in the line of active military,
naval, or air service as defined in 38 USC 101 (16).
Is the bidder a disabled Veteran-owned business?
To qualify for a Business owned by a qualified disabled
Veteran, please provide the following:
(a) Proof of service and conditions of discharge: DD214 or
equivalent,
(b) Proof of service-connected disability: DD214 if the
disability was documented at discharge or Veterans
Administration (VA) Rating Decision Letter or equivalent if
the disability was documented after discharge, and
(c) Proof of Ownership: Appropriate legal documents
setting forth the ownership of the business entity.
In lieu of the documentation identified above, the vendor
may also provide a copy of the business entities National
Veterans Business Development Council (NVBDC)
certification.
4. Experience with the State of Michigan.
Does your company have experience working with the State
of Michigan? If so, please provide a list (including the
contract number) of the contracts you hold or have held with
the State for the last 10 years.
5. Participation in the Development of this Solicitation,
and Evaluation Process
Did your company, or an employee of your company,
participate in developing any component of the solicitation?
If yes, describe how your company, or an employee of your
company participated.
Will your company, or an employee of your company,
participate in the evaluation of the proposals received in
response to this solicitation. If yes, describe how your
company, or an employee of you company will participate in
the evaluation process.
6. Experience
Please describe at least 1 relevant experiences from the
last 2 years supporting your ability to successfully manage a
contract of similar size and scope for the work described in
this RFP.
Experience 1
Company name
Contact name
Contact role at time of project
Contact phone
Contact email
City
State
Zip Code
1. Project name and description of the scope of the project
2. What role did your company play
3. How is this project experience relevant to the subject of
this RFP
Total project cost
BIDDER TO ENTER NAME HERE
Start and end date (MM/YY – MM/YY) of the Project
Status (completed, live, other – specify phase)
Results obtained
7. Principal Place of Business.
The Contractor must identify the location (city, state and zip
code) that would have primary responsibility for this account
if awarded a contract.
8. Standard Contract
The Contractor must affirm that it agrees with the attached
Contract Terms, or if it does not agree, identify the specific
exceptions to the Contract Terms. Exceptions must be
listed here and Contractor must provide a redline version as
an attachment.
BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
Request for Proposal No. 076117B0010598
Ozone Calibrators
SCHEDULE A
STATEMENT OF WORK
CONTRACT ACTIVITIES
This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor”
in this document refers to a bidder responding to this RFP.
The Contractor must respond to each requirement or question, and explain how it will fulfill each requirement. Attach
any supplemental information and appropriately reference within your response.
BACKGROUND
The Michigan Department of Environmental Quality (MDEQ), Air Quality Division operates an ambient air pollution
monitoring network per the requirements of the federal Clean Air Act. The MDEQ needs five (5) ozone calibrators
equipped with an ozone generator and photometer. The purchase is to supplement the air monitoring network’s
equipment inventory and to replace older non-functioning units. The purpose of this Request for Proposal is to solicit
bids for this equipment.
Section 110 of the federal Clean Air Act requires States to carry out air pollution monitoring to ensure that the air
within its borders is meeting National Ambient Air Health Standards (NAAQS) as established by the US
Environmental Protection Agency (US EPA). NAAQS have been established for sulfur dioxide (SO2), nitrogen
dioxide (NO2), carbon monoxide (CO), lead (Pb), ozone (O3) and particulate matter. Specifications for the monitoring
of each of these pollutants are laid out in Volume 40, Part 58 of the Code of Federal Regulations (40 CFR 58). As
part of 40 CFR 58, the US EPA has defined Federal Reference Methods (FRMs) for each monitoring technique.
Those techniques which do not completely adhere to the federal reference method but have been shown by US EPA
to be equivalent are designated as Federal Equivalent Methods (FEMs).
The MDEQ operates its ambient air quality monitoring program per the specifications of 40 CFR 58. To document
how these specifications are being met, the MDEQ has established rigorous quality assurance program which
includes a Quality Management Plan, Quality Assurance Project Plans and Standard Operating Procedures for each
piece of equipment it uses. The cornerstone of these documents is the requirement that the equipment used to
monitor the six criteria pollutants has either FRM or FEM designations. Quality assurance checks are conducted on
the ozone monitors using a certified ozone calibrator with an ultraviolet (UV) photometer. The MDEQ seeks to
purchase five (5) ozone calibrators that are equipped with an ozone generator.
SCOPE
Five (5) dynamic dilution programmable ozone calibrators are needed for calibration and quality assurance checks for
the reference method ozone monitors. Using highly accurate mass flow controllers combined with zero air provides
different levels of ozone for quality assurance checks of the equipment. An ultraviolet (UV) photometer is used for
ozone generator able to produce 3.0 ppb of ozone.
REQUIREMENTS
The microprocessor, touch screen enabled, based dynamic dilution ozone calibrator must be rack mountable and
able to produce precise low level concentrations of ozone. Calibrators must be able to achieve a minimum
concentration of ozone of 3 parts per billion (ppb) at 5 liters per minute. Ozone generator module shall have a flow
rate of 5 liters per minute (LPM) with internal zero air and 15 LPM with external zero air. Unit must have Ethernet,
RS-232, and USB com ports. Unit must contain an internal zero air pump and not exceed 40 pounds. The system
must have a precision of 1 ppb, linearity of 1% of full scale, and a flow rate of 800ccm +/-10%. The UV Photometer
must have a precision of 1.0 ppb, zero drift of less than 1.0 ppb over 7 days and a 24-hour span drift less than 1%.
BIDDER TO ENTER NAME HERE
1. General Requirements
1.1. Product Specifications
The Contractor must provide the following:
Quantity:
Size:
New or used:
5
Less than 40 lbs, Rack mountable, ears and carrying handle.
New
Design, performance, or combination: Able to produce a minimum concentration of ozone of 3 ppb. Microprocessor
touch screen enabled, flow accuracy 1% of full scale and linearity of flow 0.5% of full scale. Ozone generator module
with a flow rate of 5 LPM with internal zero air and 15 LPM with external zero air. Ozone generation by UV
photometer.
The Contractor may offer an alternate bid that varies from the specifications. An alternate bid must clearly describe all
variances from the specifications and the proposal must include descriptive literature that contains complete
specifications, if available.
BIDDER TO PROVIDE DETAILED RESPONSE TO SPECIFICATIONS AND ATTACH SPECIFICATION SHEETS
(IF AVAILBALE):
1.2. Warranties
Describe any warranties included in the bid and explain the process for reporting warranty issues and how the
Contractor will handle any repairs or replacements.
The State reserves the right to require additional warranties other than those identified by the Contractor in its
response to this RFP.
BIDDERS RESPONSE:
1.3. Recall Requirements and Procedures
Describe any recall requirements and procedures.
BIDDERS RESPONSE:
1.4. Quality Assurance Program
Explain your Quality Assurance Program(s).
BIDDERS RESPONSE:
1.5. Incentives
Explain any special incentives or services including, but not limited to, return policies, trade-in programs, quantity
discounts, etc.
BIDDERS RESPONSE:
2. Service Levels
2.1. Time Frames
All Contract Activities must be delivered within 60 calendar days from receipt of order. The receipt of order date is
pursuant to Section 2, Notices, of the Standard Contract Terms.
2.2. Delivery
Delivery will be expected within 60 calendar days upon date of order. Delivery will be made to Michigan Department of
Environmental Quality, 815 Filley Street, Lansing, MI 48906, Attention Tom Gauthier, Air Quality Division.
BIDDER TO ENTER NAME HERE
2.3. Technical Support and Repairs
When providing technical support, the Call Center must resolve the caller’s issue within 60 minutes. If the caller’s
issue cannot be resolved within one (1) hour, service must be scheduled. The Contractor must provide procedures
for mailing the equipment for repair. Shipping costs for warranty repairs must be covered by the Contractor.
3. Staffing
3.1. Customer Service Toll-Free Number
The Contractor must specify its toll-free number for the State to make contact with the Contractor Representative.
The Contractor Representative must be available for calls during the hours of 8 am to 5 pm EST.
BIDDERS RESPONSE:
3.6. Technical Support, Repairs and Maintenance
The Contractor must specify its toll-free number for the State to make contact with the Contractor for technical
support, repairs and maintenance. The Contractor must be available for calls and service during the hours of 8 am to
5 pm EST.
BIDDERS RESPONSE:
4. Pricing
4.1. Price Term
Pricing is firm for the entire length of the Contract.
5. Ordering
5.1. Authorizing Document
The appropriate authorizing document for the Contract will be a purchase order.
6. Delivery
6.1. Delivery Programs
The State will provide a UPS shipping number.
6.2. Packaging and Palletizing
Packaging must be optimized to permit the lowest freight rate. Shipments must be palletized whenever possible using
manufacturer's standard 4-way shipping pallets.
7. Acceptance
7.1. Acceptance, Inspection and Testing
The State will use the following criteria to determine acceptance of the Contract Activities: The State will verify the
unit is operational, meets the requirements in Schedule A, and meets manufacturer specifications.
8. Invoice and Payment
8.1. Invoice Requirements
All invoices submitted to the State must include: (a) date; (b) purchase order; (c) quantity; (d) description of the
Contract Activities; (e) unit price; (f) shipping cost (if any); and (g) total price.
8.2. Payment Methods
The State will make payment for Contract Activities by electronic funds transfer (EFT). The Contractor must be
registered to receive EFT payments with vendor services
9. Licensing Agreement
The Contractor must provide a copy of any applicable licensing agreement.
BIDDERS RESPONSE:
BIDDER TO ENTER NAME HERE
10. Additional Requirements
10.1. Environmental and Energy Efficient Products
The Contractor must identify any energy efficient, bio-based, or otherwise environmental friendly products used in the
products. Contractor must include any relevant third-party certification, including the verification of a United States
department of agriculture certified bio based product label.
BIDDERS RESPONSE:
12.2. Hazardous Chemical Identification
In accordance with the federal Emergency Planning and Community Right-to-Know Act, 42 USC 11001, et seq., as
amended, the Contractor must provide a Material Safety Data Sheet listing any hazardous chemicals,
as defined in 40 CFR §370.2, to be delivered. Each hazardous chemical must be properly identified, including
any applicable identification number, such as a National Stock Number or Special Item Number.
The Contractor must identify any hazardous chemicals that will be provided under any resulting contract.
BIDDERS RESPONSE:
12.3. Mercury Content
Pursuant to MCL 18.1261d, mercury-free products must be procured when possible. The Contractor must explain if it
intends to provide products containing mercury, the amount or concentration of mercury, and whether cost
competitive alternatives exist. If a cost competitive alternative does exist, the Contractor must provide justification as
to why the particular product is essential. All products containing mercury must be labeled as containing mercury.
BIDDERS RESPONSE:
12.4. Brominated Flame Retardants
The State prefers to purchase products that do not contain brominated flame retardants (BFRs) whenever possible.
The Contractor must disclose whether the products contain BFRs.
BIDDERS RESPONSE:
BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
Request for Proposal No. 076117B0010598
Ozone Calibrators
SCHEDULE B
PRICING MATRIX
1.
The Contractor must provide pricing in Buy4Michigan.com on the “Items” tab. The pricing schedule should
be submitted below in a modifiable format (e.g. Microsoft Word or Excel); however, you may also submit an
additional pricing schedule in a non-modifiable format (e.g., PDF). Failure to complete the pricing schedule
as requested may result in disqualification of your proposal.
2.
Price proposals must include all costs, including but not limited to, any one-time or set-up charges, fees, and
potential costs that Contractor may charge the State (e.g., shipping and handling, per piece pricing, and
palletizing).
3.
The Contractor is encouraged to offer quick payment terms. The number of days must not include
processing time for payment to be received by the Contractor's financial institution.
Quick payment terms: ________ % discount off invoice if paid within ________ days after receipt of invoice.
4.
By submitting its proposal, the Contractor certifies that the prices were arrived at independently, and without
consultation, communication, or agreement with any other Contractor.
Description
Quantity
Unit of Measure
Unit Cost
Total Cost
Photometric Ozone
Calibrator Dilution
Calibrators
5
Each
$
$
Shipping – FOB
Destination (if applicable
1
Please describe and list any other pertinent costs or options available.
$
BIDDER TO ENTER NAME HERE
STATE OF MICHIGAN
ENTERPRISE PROCUREMENT
STANDARD CONTRACT TERMS (SHORT FORM)
Vendor is deemed to have accepted these terms upon the earliest of vendor’s: written acceptance of these
terms; commencement of work; receipt of payment; or submission of a bid, proposal, or other offer in
response to a solicitation.
1. General. Vendor’s failure to deliver or comply with any of these terms, may result in damages against
the Vendor and the termination of the Contract.
2. Delivery, Title, and Risk of Loss. Vendor must pay all costs associated with packaging, freight, and
shipping, and must ship all deliverables F.O.B. destination, inside delivery, unless otherwise specified
in the Contract. Title and risk of loss or damage to deliverables remains with Vendor until the
deliverables have been received, inspected, and accepted by the State in accordance with these terms.
All containers and packaging becomes the State’s exclusive property upon final acceptance. Vendor
shall ensure that all deliverables and services (“Deliverables”) are provided to the State by the date and
time specified on the Contract. If Vendor fails to provide the Deliverables in accordance with the
Contract, the State may reject the delivery and terminate the Contract without any termination charges
or penalties, and Vendor must pay all associated costs, including, but not limited to, expedited routing
costs, return shipping charges, the procurement of the Deliverables from another source, and any
storage removal, or disposal expenses. The risk of loss of rejected or non-conforming Deliverables
remains with Vendor. Rejected Deliverables not removed by Vendor within 10 calendar days will be
deemed abandoned by Vendor, and the State will have the right to dispose of such Deliverables as its
own property. Vendor is responsible for filing, processing, and collecting all damage claims.
3. Inspection. The State may inspect the work and activities of Vendor, and its subcontractors, at all
reasonable times and places before, during and after delivery of the Deliverables. All Deliverables are
subject to final inspection and acceptance by the State notwithstanding any prior payments or
inspections. Final inspection will take place within 30 calendar days of the later of the delivery date,
installation, or completion of services. If any Deliverables are non-conforming or defective, the State is
entitled to, at its option and at Vendor’s expense: (a) a refund; (b) a credit; or (c) correction or
replacement. If Vendor fails to correct defects or replace non-conforming Deliverables within 10
calendar days, the State may, in addition to its other remedies: (i) reject such Deliverables; (ii) accept
such Deliverables at a discount; or (iii) make such corrections or replace such Deliverables and charge
Vendor any resulting costs incurred by the State plus an additional 10% administrative fee.
4. Payment. Invoices must include an itemized statement of all charges. All undisputed amounts are
payable within 45 calendar days of the later of the State’s: (a) receipt of an invoice; or (b) final
acceptance of the Deliverables. The State is exempt from State sales tax for direct purchases and may
be exempt from federal excise tax, if Deliverables purchased under the Contract are for the State’s
exclusive use. Notwithstanding the foregoing, all fees are inclusive of taxes, and Vendor is responsible
for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed
by federal, state or local government entities on any amounts payable by the State. The State may
withhold payment in whole or in part for Deliverables the State determines are defective, untimely, or
otherwise non-conforming to the Contract. All amounts due and payable by the State to Vendor shall
be subject to deduction or setoff by the State against any claim the State may have against Vendor
whether arising out of the Contract or any other transactions with the State. The State will only disburse
BIDDER TO ENTER NAME HERE
payments through Electronic Funds Transfer (EFT). If Vendor does not register to receive payments
at http://www.michigan.gov/cpexpress, the State is not liable for failure to provide payment.
5. Warranties and Representations. Vendor represents and warrants: (a) all Deliverables furnished
under the Contract will conform to all specifications and industry standards, and will be free from
defects, including, where applicable and without limitation, defects in material, workmanship, and title;
(b) Vendor is the owner or licensee of all Deliverables it licenses, sells, or develops and Vendor has
the rights necessary to convey title, ownership rights, or licensed use; (c) all Deliverables are provided
free from any security interest, lien, or encumbrance and will continue in that respect; (d) the
Deliverables will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights
of any third party; (e) Vendor must assign or otherwise transfer to the State or its designee any
manufacturer's warranty for the Deliverables; (f) Vendor will not negate, exclude, limit, or modify in any
warranty otherwise available to the State in any way; (g) the Deliverables are merchantable and fit for
the State’s intended use ; (h) the Deliverables furnished will conform in all respects to samples,
advertisements, and other forms of representation made to the State; (i) the Contract signatory has the
authority to enter into the Contract; and (j) all information furnished and representations made in
connection with the Contract is true, accurate, and complete, and contains no false statements or omits
any fact that would make the information misleading. Vendor agrees to promptly replace or correct any
Deliverables not conforming to the foregoing warranty, without expense to the State, when notified of
such non-conformity by the State. A breach of this Section is a material breach of the Contract.
6. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time for
cause in the event Vendor fails to comply with any of these terms, including, without limitation, late
delivery or performance, the delivery of defective or non-conforming Deliverables, or failure to provide
the State with reasonable assurances of future performance. In the event of termination for cause, the
State will not be liable to Vendor for any amount, and Vendor will be liable to the State for any and all
damages, including but not limited to, administrative fees, court costs, attorney fees, and cover costs.
Any ineffectual termination for cause is hereby deemed a termination for convenience, effective as of
the same date and limited to those rights.
7. Termination for Convenience. The State may immediately terminate the Contract, in whole or in part,
without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. Upon
termination for convenience, the State will only pay for those Deliverables, not including standard stock,
then in progress and which cannot be returned under these terms.
8. Indemnification. Vendor must defend, indemnify and hold the State, all of its instrumentalities, and
employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities,
damages, costs, attorney fees, and expenses (including those required to establish the right to
indemnification), arising out of or relating to: (a) any breach by Vendor (or any of Vendor’s employees,
agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the
promises, agreements, representations, warranties, or other requirements contained in the Contract;
(b) any infringement, misappropriation, or other violation of any intellectual property right or other right
of any third party; (c) any bodily injury, death, or damage to real or tangible personal property occurring
wholly or in part due to action or inaction by Vendor (or any of Vendor’s employees, agents,
subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or
omissions of Vendor (or any of Vendor’s employees, agents, subcontractors, or by anyone else for
whose acts any of them may be liable). Due to constitutional prohibitions, the State will not indemnify
Vendor, or its employees or affiliates, for any reason whatsoever.
9. Confidentiality. Vendor agrees that any information, including State Data, disclosed by the State in
relation to the Contract will be used only in the performance thereof. Vendor will keep the information
BIDDER TO ENTER NAME HERE
confidential, will not disclose it to any third party, except as authorized by the State, and will only
disclose it to those within its organization who need it for performance of the Contract. Upon
completion or termination of the Contract, Vendor will return all such information to the State, or make
such other disposition thereof as directed or approved by the State. No item furnished under the
Contract, or tools, plans, designs, or specifications for producing the same, which have been
specifically designed for or by the State, will be duplicated or used by Vendor. Nothing in this
provision will restrict Vendor’s right to use or disclose any information which is or becomes known to
the public without breach of this provision by Vendor, or is rightfully obtained without restriction from
other sources.
10. Proprietary Rights. All materials, tools, plans, designs, specifications, equipment, and other property
either furnished by the State to Vendor or paid for by the State, will remain the property of the State,
but the Vendor assumes the risks of, and will be responsible for, any loss or damage, until returned in
good order to the State. Such property must be safely stored and properly maintained by Vendor.
Upon completion of this Contract, Vendor will return such property to the State or to any other entity
as the State may direct, in the condition in which it was received, manufactured or procured by
Vendor, except for reasonable wear and tear and except if such property has been incorporated into
the Deliverables.
11. State Data. All data and information provided to Vendor by or on behalf of the State, and all data and
information derived therefrom, is the exclusive property of the State (“State Data”) and may only be
used as specifically required by the Contract; this definition is to be construed as broadly as possible.
Upon request, Vendor must provide to the State, or its third party designee, all State Data within 10
calendar days of the request and in the format requested by the State. Vendor will assume all costs
incurred in compiling and supplying State Data. No State Data may be used for any marketing
purposes.
12. Intellectual Property. Unless otherwise stated in the Contract, Vendor: (a) agrees that any computer
program, software, documentation, copyrightable work, discoveries, inventions or improvements
developed by Vendor resulting from supplying the Deliverables are the property of the State; and (b)
hereby assigns all rights therein to the State. Vendor further agrees to provide the State with any
assistance which the State may require to obtain patents or copyright registrations.
13. Limitation of Liability. The State is not liable for consequential, incidental, indirect, or special
damages, regardless of the nature of the action. Under no circumstances will the State be liable for
any amounts, in whatever form, in excess of the total aggregate value set forth in the Contract.
14. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit
Vendor to verify compliance with the Contract. Vendor must retain, and provide to the State or its
designee and the auditor general upon request, all financial and accounting records related to the
Contract through the term of the Contract and for 4 years after the latter of termination, expiration, or
final payment under the Contract or any extension.
15. Notices. All notices and other communications required or permitted under the Contract must be in
writing and will be considered given and received: (a) when verified by written receipt if sent by courier;
(b) when actually received if sent by mail without verification of receipt; or (c) when verified by
automated receipt or electronic logs if sent by facsimile or email.
16. Modifications. The Contract may not be amended except by signed agreement between the parties
(a “Change Notice”).
BIDDER TO ENTER NAME HERE
17. Independent Contractor. Vendor is an independent contractor and assumes all rights, obligations
and liabilities set forth in the Contract. Vendor, its employees, and agents are not considered
employees of the State.
18. Subcontracting and Assignment. Vendor may not delegate or assign any of its obligations or rights
under the Contract without the prior written approval of the State.
19. Compliance with Laws and Policies. Vendor must comply with all applicable federal, state and local
laws, rules and regulations. Vendor must also comply with all applicable State physical and IT security
policies and standards, which will be made available upon request
20. Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq.,
and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., Vendor and its
subcontractors agree not to discriminate against an employee or applicant for employment with respect
to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related
to employment, because of race, color, religion, national origin, age, sex, height, weight, marital status,
or mental or physical disability. Breach of this covenant is a material breach of the Contract.
21. Unfair Labor Practice. Under MCL 423.324, the State may void any Contract with a Contractor,
Vendor, or subcontractor who appears on the Unfair Labor Practice register compiled under MCL
423.322.
22. Governing Law. The Contract is governed, construed, and enforced in accordance with Michigan law,
excluding choice-of-law principles, and all claims relating to or arising out of the Contract are governed
by Michigan law, excluding choice-of-law principles. Any dispute arising from the PO must be resolved
in Michigan Court of Claims. Vendor hereby waives any objections, such as lack of personal jurisdiction
or forum non conveniens. Vendor must appoint agents in Michigan to receive service of process.
23. Non-Exclusivity. Nothing contained in the Contract is intended nor will be construed as creating any
requirements contract with Vendor. The Contract does not restrict the State or its agencies from
acquiring similar, equal, or like Deliverables from other sources.
24. Force Majeure. Neither party will be in breach of the Contract because of any failure arising from any
disaster or acts of god that are beyond their control and without their fault or negligence. Each party
will use commercially reasonable efforts to resume performance. Vendor will not be relieved of a
breach or delay caused by its subcontractors. If immediate performance is necessary to ensure public
health and safety, the State may immediately contract with a third party.
25. Media Releases. News releases (including promotional literature and commercial advertisements)
pertaining to the Contract or project to which it relates must not be made without prior written State
approval, and then only in accordance with the explicit written instructions of the State. Vendor will
provide the State, for its review, copies of all presentations or articles being submitted for publication
at least 30 calendar days in advance.
26. Website Incorporation. The State is not bound by any content on Vendor’s website unless expressly
incorporated directly into the Contract.
27. Severability. If any part of the Contract, or these terms, is held invalid or unenforceable, by any court
of competent jurisdiction, that part will be deemed deleted and the severed part will be replaced by
agreed upon language that achieves the same or similar objectives. The remaining Contract terms will
continue in full force and effect.
BIDDER TO ENTER NAME HERE
28. Waiver. Failure to enforce any provision of the Contract, or these terms, for any period of time will not
constitute a waiver.
29. Survival. The provisions of these terms that impose continuing obligations, including warranties and
representations, termination, indemnification, intellectual property, and confidentiality, will survive the
expiration or termination of the Contract.
30. Entire Contract. The Contract and these terms constitutes the sole and entire agreement of the parties
with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. No terms
on any invoice, quote, purchase order, website, browse-wrap, shrink-wrap, click-wrap or other nonnegotiated terms and conditions provided with any of the Deliverables (including software and
hardware) or documentation, whether by Vendor, Contractor, subcontractor, or any third-party, will
constitute a part or amendment of the Contract or is binding on the State or any authorized user for any
purpose.