Attachment C - Solicitation Terms and Conditions Rev 11 06 2023.pdf

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SOLICITATION TERMS AND CONDITIONS

Oakland County Purchasing is issuing a Bid/Request for Proposal (RFP) seeking Bidders to provide services or goods as detailed in Attachment (B) and all additional specification documents. The Terms and Conditions of the award can be found below under PURCHASE TERMS AND CONDITIONS. Submission of a response is a confirmation that the Bidder is familiar with the solicitation, contractual requirements, and specifications. The Bidder understands and agrees to abide by each, and all of the stipulations and requirements contained within the solicitation/bid documents.

GENERAL SUBMISSION INFORMATION:

Online Response ONLY: It is the Bidder’s responsibility that the responses are entered/uploaded into the MITN system - https://www.bidnetdirect.com/mitn prior to the due date and time specified

This solicitation event can be accessed at the Michigan Inter-governmental Trade Network (MITN) website: https://www.bidnetdirect.com/mitn

Public Disclosure:

The Bidder acknowledges that the County is a public entity and therefore is subject to all public disclosure laws.

Any information contained in the bid/RFP response, including, but not limited to, trade secrets, commercial information, financial information, or copyrighted material, is considered public information and not exempt from disclosure under the Michigan Freedom of Information Act (FOIA).

Bidder should not include any information in a response that Bidder does not want disclosed by the County in response to a FOIA request.

Bidder shall not bring any claim or action against Oakland County, including its employees, agents, or officials, to prevent the County from disclosing any information in the bid/RFP response to a third party in response to a FOIA request or for damages related to such disclosure.

Modifications:

Prior to the due date of the solicitation, clarifications, modifications, or amendments may be made to the solicitation at the discretion of Oakland County Purchasing. Should any such changes be made, an addendum will be issued and posted on the Michigan Inter-governmental Trade Network (MITN) website: https://www.bidnetdirect.com/mitn.

It is the responsibility of the Bidder to check the MITN website for addendums.

Withdrawal:

Responses may be withdrawn by the Bidder prior to the bid/RFP due date through the MITN website.

Award Information:

The successful Bidder may be requested to submit a completed, signed Federal W-9 form prior to an award of a contract or purchase order.

BIDDER MUST PROVIDE DOCUMENTATION OF REQUIRED INSURANCE UPON AWARD.

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The Bidder shall be responsible for all costs incurred in the development and submission of this response. Each response should be prepared simply and economically, providing a straightforward concise description of the Bidder’s approach and ability to meet the County’s needs, as stated in this solicitation.

To best serve the County’s interest, Oakland County reserves the right to:

Accept or reject any or all responses and to waive any irregularities and /or formalities. This includes the right to award the contract to Bidders other than the lowest priced response.

Split or abstract any or all Bidders and award multiple contracts from the same solicitation based on price, availability, and services when in its judgment best serves the County.

Request any additional information necessary after the submission of the response. The County reserves the right to conduct interviews, reference checks, and perform any other due diligence necessary to select the Bidder(s).

Assume no contractual obligation as a result of the issuance of this solicitation, the preparation or submission of a response by a Bidder’s, the evaluation of an accepted response, or the selection of finalists. Oakland County shall not be contractually bound until the successful Bidder(s) has an executed written contract or Purchase Order.

Cancel the contract for services if the contractor has not complied with all Federal, State, or Local laws . Failure to comply with all Federal, State, or Local laws either currently or historically is a consideration in the bid/RFP evaluation process as well. Such compliance shall include, but not be limited to, non- discrimination against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law; prohibition of use of any copyrighted software contrary to the provisions of any applicable Software license agreement or State or Federal law; compliance with all applicable grant requirements if any part of a Contract is supported or paid for with any State or Federal funds granted to the County; compliance with the Immigration Reform and Control Act (IRCA) and I-9 employment verification requirements. Any and all future Federal, State, or Local laws must also be complied with while the contractor is providing services/products to the County.

Pursuant to Michigan law, (the Iran Economic Sanctions Act, 2012 PA 517, MCL 129.311 et seq.), before accepting any bid or proposal, or entering into any contract for goods or services with any prospective Bidder, the Bidder must first certify that it is not an “IRAN LINKED BUSINESS, as defined by law. This submitted response, with: 1) full knowledge of all of Bidder’s business activities, 2) full knowledge of the requirements and possible penalties under the law MCL 129.311 et seq. and 3) the full and complete authority to make this certification on behalf of the Bidder, by his/her uploaded response, certifies that: the Bidder is NOT an “IRAN LINKED BUSINESS” as required by MCL 129.311 et seq., and as such that Bidder is legally eligible to submit a bid/RFP and be considered for a possible contract to supply goods and/or services to the County of Oakland.

E-Verify – Prior to contract award all County Contractors are required to comply with Miscellaneous Resolution No.09116 (Board of Commissioners Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors and/or Bidders who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees

Rev 11/06/2023 Page 3 of 4 employed by the contractors and/or Bidders. Breach of this term or conditions is considered a material breach of a contract. Contractor’s / Bidder’s submitting bid/RFP responses agree that the contractor/Bidder will registered with, and will participate in, and will continue utilize once registered and throughout the term of a contract, if one is offered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the contractors and/or Bidders.

Each Bidder by submitting a proposal certifies that it is not party to any collusive action or any action that may be in violation of the Sherman Antitrust Act. The proposal shall be rejected if there is evidence or reason for believing that collusion exists among the Bidders. The County at its discretion may or may not, accept future proposals for the same service or commodities for participants in such collusion.

The Bidder certifies and agrees that no gratuities or kickbacks were paid in connection with this contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this contract.

Bidders that have been found guilty or held civilly liable for violation of any federal or state law or have been barred and/or declared ineligible from consideration in receiving any federal, state or municipal contract, must provide information as part of their proposal on all such violations / barrings / ineligibilities.

Bidders will refrain from the following:

Anti-Competitive Behavior to prevent business practices used to decrease competition in the economic marketplace. Bidders that bid on County contracts, or receive contract awards must not participate in anti-competitive behavior including any of the following:

Bid Rigging/Collusion: Entering an agreement with a competitor that will result in a predetermined winner when bidding for a contract is taking place, agreeing to bid at a price so that the other competitor will win, or tailoring a contract so that a company is pre-determined to win a future bid.

Price-Fixing: Entering an agreement with a competitor on how much they will charge for a product or service

Pursuant to Act 167 of the Public Acts or 1933, the County of Oakland, A Michigan Constitutional Corporation, is exempt from the sales tax provisions of this Act. In addition, the Michigan Department of Treasury has promulgated General and Specific Sales and Use Tax Rules which provide that the County of Oakland is not required to have a sales tax exemption number.

(R205.79; Rule 29)

For reporting purposes – County of Oakland Tax I.D. # 38-6004876’

All prices shall be quoted in U.S. dollars. In case of error in the extension of prices in the response, the unit prices shall govern. Unless notated in the specifications, all quoted prices will be firm for 120 days after the solicitation due date.

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Shipping terms must be “FOB DESTINATION”

Default payment terms are Net 30. Discount payment terms may be offered for earlier payment than 30 days.

PURCHASE TERMS AND CONDITIONS

NOTE: If you are a reseller for another organization (the “Bidder”) that will provide the services and/or goods to the County, you will be required to agree to the County’s terms and you must agree to all of the following:

a. You are responsible for and shall ensure that the Bidder complies with and provides all goods and services in accordance with the County’s terms;

b. You are responsible and liable for the performance of your Contract with the County; and

c. You are liable and responsible for all Claims (as defined in the County’s Contract) brought against the County, which are alleged to have been caused by the acts or omissions of the Bidder that concern or relate to the services and/or goods stated in your Contract with the County.”

(ONLY THE CHECKED BOXES APPLY TO THIS SOLICITATION):

☐ PROFESSIONAL SERVICE/SERVICE/MAINTENANCE CONTRACT REQUIREMENTS:

See attached copy of the County’s Contract boilerplate. Bidders are encouraged to review the contract boilerplate with the proposed terms and conditions including the Primary insurance requirements in Exhibit I.

Failure to maintain the insurance requirements will be considered a breach of contract.

☐ BLANKET CONTRACT REQUIREMENTS:

See attached copy of the County’s Blanket contract terms and conditions.

Bidders are encouraged to review the terms and conditions.

☒ PURCHASE ORDER REQUIREMENTS:

See attached copy of the County’s Purchase Order terms and conditions.

Bidders are encouraged to review the terms and conditions.

PURCHASE ORDER TERMS AND CONDITIONS

All shipments must be accompanied by Packing Slips and containers properly marked with requesting Department Name, Address, Contact Person and Purchase Order Number.

The prices indicated on this order are not subject to change without written notification in advance. Purchase Orders are subject to correction to typographical errors. In such cases formal change orders will be issued.

Vendor shall submit an itemized invoice with amounts due and owing under this Purchase Order, as of the date of the invoice. Invoices shall contain the following information:

(a) County Purchase Order Number; (b) dates of Deliverables; (c) itemized list of Deliverables; (d) Vendor Tax ID Number (federal and State); (e) licenses; and (f) any other information requested by Purchasing. The County shall have no obligation to make a payment under this purchase order until an invoice is submitted in the form set forth herein and shall have no obligation to pay for Deliverables, which have not been invoiced (as required herein) within sixty (60) Days of delivery. The Purchase Order number must be listed on all Invoices, Bills of Lading, Shipping Documents and all correspondence relating to this order.

No Charges will be allowed for boxing or packing unless stated on the Purchase Order. Acceptance of this order includes specifications, process, delivery and conditions included therein. Material is subject to inspection on our property. If rejected we agree to first advise vendor before returning goods. All freight and extra handling charges derived from said rejection shall be borne by the vendor. The acceptance of this order does not in any way make the County of Oakland a party to any infringement or damage suits. Such suits to be borne by the vendor.

Oakland County reserves the right to cancel this order if not filled with in the time and in accordance with the terms specified.

Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Contract, including zoning and building codes and MIOSHA guidelines

Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of sex, race, religion, color, national origin, or handicap in violation of State and Federal law.

Contractor shall promptly notify the County of any complaint or charge filed and/or determination by any Court or administrative agency of illegal discrimination by Contractor.

The County, in its discretion, may consider any illegal discrimination described above as a breach of this Contract and may terminate or cancel this Contract immediately with notice.

A Materials Safety Data Sheet shall accompany or precede all shipments of materials subject to the Michigan Hazard Communications Standard also known as the "Right to Know Law" and classified as hazardous by Michigan Compiled Laws, Act 154 of the Public Acts of 1974 as amended. All containers shall have approved warning labels in accordance with this law. Copies of all MSDS's are to be sent to the requesting department.

Pursuant to Ad 167 of the Public Acts of 1933, the County of Oakland, a Michigan Constitutional Corporation, is exempt from the sales tax provisions of this Act. In addition, the Michigan Department of Treasury has promulgated General and Specific Sales and Use Tax Rules which provide that the County of Oakland is not required to have a sales tax exemption number (R205.79; Rule 29).

FOR REPORTING PURPOSES - COUNTY OF OAKLAND l.D. #38-6004876W.

DAVID COULTER - OAKLAND COUNTY EXECUTIVE