Contract Terms, Requirements & Specs.pdf

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STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and the Contractor. Contractor is deemed to have accepted these terms upon the earliest of Contractor’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. Contractor’s failure to deliver or comply with any of these terms, may result in damages against the Contractor and the termination of the Contract.

2. Delivery, Title and Risk of Loss. Contractor 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 Contractor until the deliverables have been received, inspected and accepted by the State in accordance with these terms.

All containers and packaging become the State’s exclusive property upon final acceptance. Contractor shall ensure that all deliverables and services (“Deliverables”) are provided to the State by the date and time specified on the Contract. If Contractor 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 Contractor 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 Contractor. Rejected Deliverables not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of such Deliverables as its own property. Contractor is responsible for filing, processing, and collecting all damage claims.

3. Inspection. The State may inspect the work and activities of Contractor, 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 Contractor’s expense: (a) a refund; (b) a credit; or (c) correction or replacement. If Contractor 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 Contractor 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 federal excise tax, state, and local sales taxes, and use taxes if the Contract Activities purchased under this Contract are for the State’s exclusive use.

Contractor will not include the collection of taxes for which the State is exempt in any invoices or payments related to this Contract. The State is not responsible for taxes imposed or assessed on Contractor. 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 Contractor shall be subject to deduction or setoff by the State against any claim the State may have against Contractor whether arising out of the Contract or any other transactions with the State.

The State will only disburse payments through Electronic Funds Transfer (EFT). If Contractor does not register to receive payments at http://www.michigan.gov/SIGMAVSS, the State is not liable for failure to provide payment.

http://www.michigan.gov/SIGMAVSS

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5. Warranties and Representations. Contractor 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) Contractor is the owner or licensee of all Deliverables it licenses, sells, or develops and Contractor 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) Contractor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Deliverables; (f) Contractor 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; (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, and the (k) Contractor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. Contractor 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. Insurance Requirements.

a. General Requirements. Contractor, at its sole expense, must maintain the insurance coverage as specified herein for the duration of the Term. Minimum limits may be satisfied by any combination of primary liability, umbrella or excess liability, and self-insurance coverage. To the extent damages are covered by any required insurance, Contractor waives all rights against the State for such damages.

Failure to maintain required insurance does not limit this waiver.

b. Qualification of Insurers. Except for self-insured coverage, all policies must be written by an insurer with an A.M. Best rating of A- VII or higher unless otherwise approved by DTMB Enterprise Risk Management.

c. Primary and Non-Contributory Coverage. All policies for which the State of Michigan is required to be named as an additional insured must be on a primary and non-contributory basis.

d. Claims-Made Coverage. If any required policies provide claims-made coverage, Contractor must:

(1) Maintain coverage and provide evidence of coverage for at least 3 years after the later of the expiration or termination of the Contract or the completion of all its duties under the Contract.

(2) Purchase extended reporting coverage for a minimum of 3 years after completion of work if coverage is cancelled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date of this Contract.

e. Proof of Insurance

(1) Insurance certificates showing evidence of coverage as required herein must be submitted to MDOT prior to the contract being executed.

(2) Renewal insurance certificates must be provided on annual basis or as otherwise commensurate with the effective dates of coverage for any insurance required herein.

(3) Insurance certificates must be in the form of a standard ACORD Insurance Certificate unless otherwise approved by DTMB Enterprise Risk Management.

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(4) In the event any required coverage is cancelled or not renewed, Contractor must provide written notice to the Contract Administrator no later than 5 business days following such cancellation or nonrenewal.

f. Subcontractors. Contractor is responsible for ensuring its subcontractors, if any, carry and maintain insurance coverage as applicable to the subcontracted service(s).

g. Limits of Coverage & Specific Endorsements. (See Table 6.1 Below)

TABLE 6.1

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimum Limits:

$1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 Products/Completed Operations $2,000,000 General Aggregate

Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 20 10 12 19 and CG 20 37 12 19.

Automobile Liability Insurance

Minimum Limits:

$1,000,000 Per Accident

Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimum Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimum Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease

h. Non-Waiver. This Section 6 is not intended to and is not to be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract, including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State.

7. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time for cause in the event Contractor 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 Contractor for any amount, and Contractor 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.

8. Termination for Convenience. The State may immediately terminate the Contract, in whole or in part, without penalty and for any reason or no reason, including but not limited to, appropriation or budget

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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.

9. Indemnification. Contractor 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 Contractor (or any of Contractor’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 Contractor (or any of Contractor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); and (d) any acts or omissions of Contractor (or any of Contractor’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 Contractor, or its employees or affiliates, for any reason whatsoever.

10. Confidentiality. Contractor agrees that any information, including State Data, disclosed by the State in relation to the Contract will be used only in the performance thereof. Contractor will keep the information 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, Contractor 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 Contractor. Nothing in this provision will restrict Contractor’s right to use or disclose any information which is or becomes known to the public without breach of this provision by Contractor or is rightfully obtained without restriction from other sources.

11. Reserved.

12. State Data. All data and information provided to Contractor 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, Contractor 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. Contractor will assume all costs incurred in compiling and supplying State Data. No State Data may be used for any marketing purposes.

13. Reserved.

14. 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.

15. Records Maintenance, Inspection, Examination, and Audit. The State or its designee may audit Contractor to verify compliance with the Contract. Contractor 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.

16. 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.

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17. Modifications. The Contract may not be amended except by signed agreement between the parties (a “Change Notice”).

18. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in the Contract. Contractor, its employees, and agents are not considered employees of the State.

19. Subcontracting and Assignment. Contractor may not delegate or assign any of its obligations or rights under the Contract without the prior written approval of the State.

20. Compliance with Laws and Policies. Contractor must comply with all applicable federal, state and local laws, rules and regulations. Contractor must also comply with all applicable State physical and IT security policies and standards, which will be made available upon request.

21. Reserved.

22. 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. Contractor 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, partisan considerations, any mental or physical disability, or genetic information that is unrelated to the person’s ability to perform the duties of a particular job or position. Breach of this covenant is a material breach of the Contract.

23. 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.

24. Governing Law. This Contract is governed, construed, and enforced in accordance with Michigan law, excluding choice-of-law principles. Contractor waives any objections, such as lack of personal jurisdiction or forum non conveniens. Contractor must appoint an agent in Michigan to receive service of process.

25. Non-Exclusivity. Nothing contained in the Contract is intended nor will be construed as creating any requirements contract with Contractor. The Contract does not restrict the State or its agencies from acquiring similar, equal, or like Deliverables from other sources.

26. 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. Contractor 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.

27. 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. Contractor will provide the State, for its review, copies of all presentations or articles being submitted for publication at least 30 calendar days in advance.

28. Website Incorporation. The State is not bound by any content on Contractor’s website unless expressly incorporated directly into the Contract.

29. 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.

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30. Waiver. Failure to enforce any provision of the Contract, or these terms, for any period of time will not constitute a waiver.

31. 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.

32. Entire Contract. The Contract and these terms constitute 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 non-negotiated terms and conditions provided with any of the Deliverables (including software and hardware) or documentation, whether by Contractor, Vendor, 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.

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REQUIREMENTS AND SPECIFICATIONS

As-needed litter pickup services along state roadways throughout Oakland County

BACKGROUND

The Michigan Department of Transportation (MDOT) is tasked with maintaining the state roadways to protect the safety of workers, motorists and the environment. Oakland Transportation Services Center (TSC) is seeking services to pick up accumulated litter and debris along roadways to remove obstacles/hazards to motorists, prevent litter from being spread by being mowed over, and maintain the roadside environment as an aesthetically pleasing landscape.

MDOT is aware that Contractors’ schedules are busy during the season. To ensure coverage and services are performed when requested by MDOT, multiple contracts will be awarded from this RFQ. Contracts will be valid for the 2025 season. Total budget/spend (total of all awarded contracts) will be less than $50,000.

SCOPE

The Contractor will provide litter pickup services along state roadways throughout Oakland County.

Services will be performed as-needed when directed/requested by the MDOT Program Manager or designee. Litter pickup services will include picking up all litter, bagging all litter, and transporting and properly disposing of all litter.

1. REQUIREMENTS

1.1. General Requirements

A. Litter includes, but is not limited to, all forms of paper, cardboard, polystyrene, styrofoam, plastic, cloth, wire, cans, bottles, tire tread, any form of metal, and other items considered trash left lying in the road right of way.

B. Litter pickup must be performed within seven (7) business days from request from MDOT Program Manager or designee. The Contractor must notify the Program Manager 24 hours prior to commencement of any work.

C. The Contractor must provide litter collection bags. Litter and debris must be bagged in a secure manner and all bags removed from the service area the same day litter is collected.

D. The Contractor must properly dispose of bagged litter and is responsible for all costs associated with disposal, including cost of transporting waste and landfill/disposal fees. A copy of the landfill manifest must be provided to the MDOT Program Manager.

1.2. Personnel

A. A crew consisting of a minimum of three (3) Contractor personnel must be provided for each service request.

B. Crew must be appropriately attired and wear proper protective equipment while performing services. Crew must wear high-visibility safety apparel as specified in the Michigan Manual of Uniform Traffic Control Devices (MMUTCD) [see MDOT - Transportation Standards and Special Details (state.mi.us)], Sections 6D.03 and 6E.02.

C. All crew personnel must have sufficient training, experience, and qualifications to perform the required tasks in an efficient and safe manner.

1.3. Equipment

A. The Contractor must furnish, operate, and maintain equipment of sufficient size and type to ensure litter pickup services are performed in a timely and efficient manner.

https://mdotjboss.state.mi.us/TSSD/getCategoryDocuments.htm?categoryPrjNumbers=1403854,1403855&category=MMUTCD https://mdotjboss.state.mi.us/TSSD/getCategoryDocuments.htm?categoryPrjNumbers=1403854,1403855&category=MMUTCD

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B. All trucks and equipment in the work zone must have a Type A rotating beacon attached.

1.4. Traffic Control

A. The Contractor is responsible for all traffic control during performance of services. The

Contractor must supply, install, and maintain all traffic control devices necessary for the protection of the public and the work site.

B. Traffic control must be in accordance with the Michigan Manual of Uniform Traffic Control and must follow the MDOT guidelines for the type of Work Zone closure needed.

1.5. Work Hours

A. Normal working hours are from 7:00 am to 9:00 pm daily, Monday to Friday excluding State

Holidays.

B. Working hours for invoicing purposes shall be calculated from the time the crew commences work on the work site until work ceases at the site, excluding lunch. Lunch break time and travel time to and from the work site are not included in working hours and will not be compensated.

1.6. Safety

The Contractor must follow all MDOT and MIOSHA safety guidelines.

2. SERVICE TIMEFRAME

Performance of services must begin within seven (7) business days from the date the MDOT Program Manager or designee contacts the Contractor for service.

3. INSPECTION AND ACCEPTANCE

Within 24 hours of completion, the MDOT Program Manager or designee will visually inspect the work zone and determine if the completed services comply with the Contract.

A. If services are determined to be compliant, the Program Manager or designee will accept the completed work.

B. If services are determined to be non-compliant, the Program Manager or designee will notify the Contractor immediately via telephone and provide details of work that is non-compliant. If an area is deemed non-compliant, retreat option is available within the seven (7) days of notice from the Program Manager. The Contractor must either send a crew, at no added cost to MDOT, to assure the area is cleaned; or issue a credit against the invoice.

4. PAY ITEMS

4.1. Labor and Equipment.

Price for labor and equipment is an all-inclusive price per hour per crew person (laborer). Hourly price must include all costs, other than disposal fees, the Contractor may charge MDOT. The number of hours invoiced must be actual working hours - from the time the crew commences work on the work site until work ceases at the site.

4.2. Disposal Fee

Price for disposal fee is a price per ton for disposing of bagged litter at a licensed landfill.

5. INVOICE AND PAYMENT

5.1. Invoice Requirements

All invoices submitted to the State must indicate: (a) invoice date; (b) Contractor-generated invoice number; (c) purchase order number; (d) date of service; (e) quantity; (f) description of the pay item; (g) unit price; and (h) total price.

https://mdotjboss.state.mi.us/TSSD/getCategoryDocuments.htm?categoryPrjNumbers=1403854,1403855&category=MMUTCD

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5.2. Payment Methods

As required by MCL 18.1283, the State will only disburse payments under this Contract through Electronic Funds Transfer (EFT).

The Contractor is responsible for ensuring current banking information is entered in the State Contractor website: AdvantageVSS - SIGMA VSS.

5.3. Procedure

All invoices must be submitted on a monthly basis and must be submitted within 15 calendar days from the end of the month. All invoices must be submitted via e-mail to the MDOT Program Manager, William Bair, at BairW@michigan.gov and to the MDOT Oakland Transportation Service Center at MDOT-Metro-OakTSC-Invoices@michigan.gov.

https://sigma.michigan.gov/PRDVSS1X1/Advantage4 mailto:BairW@michigan.gov mailto:MDOT-Metro-OakTSC-Invoices@michigan.gov