Final Master Lease RFP Revised- Posted 11.2.18 - Proposal Instructions, Vendor Questions Worksheet, and Statement of Work.docx

STATE OF MICHIGAN

Department of Technology, Management and Budget—Procurement

Financial Leasing Prequalification Program Request for Proposal 190000000197

Solicitation Manager Name: Lisa Spitzley Direct Phone: (517) 249-0440 Email: SpitzleyL4@michigan.gov Main Phone: 1-855-MI-PURCH 1-855-647-8724

This is a Request for Proposal (RFP) to establish a Financial Leasing Prequalification Program as detailed in Schedule A – Statement of Work.

RFP Timeline

*A bidder’s proposal received at 12:00:01 p.m. Eastern is late and subject to disqualification.

This RFP is subject to change. Check www.michigan.gov/SIGMAVSS for current information.

PROPOSAL INSTRUCTIONS

1. PROPOSAL PREPARATION. The State recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the bidder’s company name in the header of all documents submitted with your proposal.

RFP Structure and Documentation

2. CONTACT INFORMATION FOR THE STATE. The sole point of contact for the State concerning this RFP is listed on the Cover Page. Contacting any other State personnel, agent, consultant, or representative about this RFP may result in bidder disqualification.

3. QUESTIONS. Bidder questions about this RFP must be emailed to SpitzleyL4@michigan.gov no later than the time and date specified on the Cover Page. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

4. MODIFICATIONS. The State may modify this RFP at any time. Modifications will be posted on www.michigan.gov/SIGMAVSS . This is the only method by which the RFP may be modified.

5. DELIVERY OF PROPOSAL.

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The bidder should submit all documents in a modifiable (native) format (examples include, but are not limited to: Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal.

6. EVALUATION PROCESS.

The State will evaluate each proposal on a Pass/Fail basis:

1. Tier I Solicitation (this RFP No._171 190000000197) Bidders must agree to the terms and conditions in the attached Master Equipment Lease Agreement With Early Purchase Option (Master Agreement) to pass evaluations and be considered for award. Upon award under Tier I, bidders must execute the Master Agreement to be considered a prequalified Contractor for Tier II Solicitations.

The State strongly encourages strict adherence to the Master Agreement Terms. The State reserves the right to deem a bid non-responsive for failure to accept the Master Agreement Terms. Nevertheless, the bidder may submit proposed changes to the Master Agreement Terms in track changes (i.e., visible edits) with an explanation of the bidder’s need for each proposed change. Failure to include track changes with an explanation of the bidder’s need for the proposed change constitutes the bidder’s acceptance of the Master Agreement Terms. General statements, such as that the bidder reserves the right to negotiate the terms and conditions, may be considered non-responsive.

The State may utilize all bidder information to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price proposal. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veteran (QDV) status under MCL 18.1261(8). Additional information on the QDV preference is available at: http://michigan.gov/micontractconnect/0,https://www.michigan.gov/dtmb/0,5552,7-358-82550_85746_48677-412612--,00.html,7-225-48677-123519--,00.html.

The State may conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

2. Tier II Solicitations The State will issue a Request for Financing Proposal to the prequalified Contractor pool on an as needed basis. The State will make an award recommendation to the responsive and responsible prequalified Contractor who offers the best value to the State, as determined by the State.

7. NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to bidders if the State determines after the proposal deadline that a portion of the RFP was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

8. CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

9. RESERVATIONS. The State reserves the right to:

a. Disqualify a bidder for failure to follow these instructions.

b. 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.

c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

d. Consider an otherwise disqualified proposal, if no other proposals are received.

e. Disqualify a proposal based on: (i) information provided by the bidder in response to this RFP; (2) the bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS ; or (3) if it is determined that a bidder purposely or willfully submitted false or misleading information in response to the RFP.

f. Consider prior performance with the State in making its award decision.

g. 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, and economically disadvantaged businesses.

h. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

i. Refuse to award a contract to any bidder that has failed to pay State taxes or has outstanding debt with the State.

j. Enter into negotiations with one or more bidders on price, terms, technical requirements, or other deliverables.

k. Award multiple, optional-use contracts, or award by Contract Activity.

l. Evaluate the proposal outside the scope identified in Section 6, Evaluation Process, if the State receives only one proposal.

10. AWARD RECOMMENDATION FOR TIER 1 SOLICITATION (this RFP No. 190000000197). The contract will be awarded to the responsive and responsible bidder who offers the best value to the State, as determined by the State. Best value will be determined by the bidder(s) passing based on Section 6, Evaluation Process, as demonstrated by the proposal. The State will post a Notice of Recommendation for Award on www.michigan.gov/SIGMAVSS .

11. DEBRIEF MEETING AND BID PROTEST. The State will post a Notice of Recommendation for Award, which will provide instructions on how to request a debrief meeting

If you wish to initiate a protest of the award, you must submit your written protest electronically at BidProtest-DTMB@michigan.gov no later than 12:00 p.m., five (5) calendar days after posting the Notice of Recommendation for Award on SIGMA VSS, or by 12:00 p.m. 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 SIGMA VSS.

Additional information about the protest process is available at www.michigan.gov/micontractconnect under the “Programs and Policies” link.

12. STATE ADMINISTRATIVE BOARD. Contracts in excess of $500,000 require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

13. GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a bidder participating in this solicitation. The bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its 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 any part of the bidder’s proposal into a contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the State’s environment, or contain all matters upon which agreement must be reached. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

14. CONFIDENTIAL TREATMENT FORM AND THE FREEDOM OF INFORMATION ACT. All portions of the bidder’s proposal and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq. However, some information may be exempt from disclosure. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902,” are exempt from disclosure under FOIA. In addition, “financial or proprietary information” submitted with a bidder’s proposal is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s proposal as non-responsive. As a part of its proposal, each bidder must follow the procedure below.

a. SUBMIT A COMPLETED “CONFIDENTIAL TREATMENT FORM” (CT FORM) WITH YOUR BID. Completion and submission of the CT Form is required regardless of whether the bidder seeks confidential treatment of information. Failure to submit a completed CT Form may be cause for disqualification from the solicitation process.

i. Complete and sign Section 1 of the CT Form if the bidder does NOT request confidential treatment of information contained in its proposal; or

ii. Complete and sign Section 2 of the CT Form if the bidder requests confidential treatment of certain information. Bidder must also submit a “Public Copy” of the proposal with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy.”

b. FOIA REQUESTS. If a FOIA request is made for a bidder’s proposal, the Public Copy may be distributed to the public along with the bidder’s CT Form. The CT Form is a public document and serves as an explanation for the redactions to the Public Copy. Do not put any trade secret, financial, or proprietary information in the CT Form. Do not redact the CT Form itself.

c. NO ADVICE. The State will not advise a bidder as to the nature or content of documents entitled to protection from disclosure under FOIA or other laws, as to the interpretation of such laws, or as to the definition of trade secret or financial or proprietary information. Nothing contained in this provision will modify or amend requirements and obligations imposed on the State by FOIA or other applicable law.

d. FAILURE TO REQUEST CONFIDENTIAL TREATMENT. Failure to request material be treated as confidential as specified herein relieves the State, its agencies, and personnel from any responsibility for maintaining material in confidence.

e. Bids containing a request to maintain an entire proposal as confidential may be rejected as non-responsive. Bidders may not request confidential treatment with respect to resumes, pricing, and marketing materials. The State reserves the right to determine whether material designated as exempt by a bidder falls under MCL 18.1261 or other applicable FOIA exemptions. If a FOIA request is made for materials that the bidder has identified as trade secret, financial, or proprietary information, the State has the final authority to determine whether the materials are exempt from disclosure under FOIA.

f. Bidder forever releases the State, its departments, subdivisions, officers, and employees from all claims, rights, actions, demands, damages, liabilities, expenses and fees, which arise out of or relate to the disclosure of all or a portion of bidder’s proposal submitted under this RFP. Bidder must defend, indemnify and hold the State, its departments, subdivisions, officers, and employees harmless, without limitation, from and against 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 any FOIA request, including potential litigation and appeals, related to the portion of bidder’s proposal submitted under this RFP that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

CONFIDENTIAL TREATMENT FORM (CT FORM)

INSTRUCTIONS. Complete either Section 1 or Section 2 of this CT Form and sign where indicated. This CT Form must be signed by the individual who signed the bidder’s proposal. A completed CT Form must be submitted with your proposal, regardless of whether your proposal contains confidential information. Failure to submit a completed CT Form with your bid is grounds for rejecting the proposal as non-responsive. See Section 16 of the Proposal Instructions for additional information.

Section 1. Confidential Treatment Is Not Requested

This section must be completed, signed, and submitted with the proposal if bidder does not request confidential treatment of any material contained in the proposal.

By signing below, the bidder affirms that confidential treatment of material contained in the proposal is not requested.

[Printed Name] [Title] [Company]

Section 2. Confidential Treatment Is Requested

The section must be completed, signed, and submitted with the proposal if bidder requests confidential treatment of any material contained in the proposal. Submission of a completed CT Form is required to request confidential treatment.

Provide the information in the table below. Bidder may add rows or additional pages using the same format shown in the table. Bidder must specifically identify the information to be protected as confidential and state the reasons why protection is necessary. The CT Form will not be considered fully complete unless, for each confidentiality request, the bidder: (1) identifies whether the material is a trade secret (TS), financial information (FI), or proprietary information (PI); (2) explains the specific legal grounds that support treatment of the material as TS, FI, or PI; and (3) provides the contact information for the person at bidder’s organization authorized to respond to inquiries by the State concerning the material. Bidders must not simply cite to an applicable act or case name; rather, bidders must provide a complete justification as to how the material falls within the scope of an applicable act or relevant case law.

CONFIDENTIAL TREATMENT FORM (CT FORM)

By signing below, the bidder affirms that confidential treatment of material contained in its proposal is requested and has attached to this form a redacted “Public Copy” of the bidder’s proposal.

[Printed Name] [Title] [Company]

VENDOR QUESTIONS WORKSHEET

Provide a detailed response to each question. “You” and “company” refers to the bidder.

1. Contact Information

Bidder’s sole contact person during the RFP process. Include name, title, address, email, and phone number.

Person authorized to receive and sign a resulting contract. Include name, title, address, email, and phone number.

2. Company Background Information

Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP.

What state was the company formed in?

Phone number

Website address

Number of years in business and number of employees

Legal business name and address of parent company, if any

Has there been a recent change in organizational structure (e.g., management team) or control (e.g., merger or acquisition) of your company? If the answer is yes: (a) explain why the change occurred and (b) how this change has affected your company.

Discuss your company’s history. Has growth been organic, through mergers and acquisitions, or both?

Has bidder ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company or any of its related business entities defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

State your gross annual sales for the last 5 years.

If receiving a contract under this RFP will increase your gross revenue by more than 25% from last year’s sales, explain how the company will scale-up to manage this increase.

Describe partnerships and strategic relationships you think will bring significant value to the State.

State the physical address of the place of business that would have primary responsibility for this account if bidder is awarded a contract under this RFP.

3. Qualified Disabled Veteran

To demonstrate qualification as a qualified disabled veteran, you must provide:

(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 Rating Decision Letter or equivalent if the disability was documented after discharge); and

(c) Legal documents setting forth the ownership of the business entity.

In lieu of the documentation identified above, you may provide proof of certification by the National Veterans Business Development Council.

Enter the names of documents submitted with your proposal to demonstrate status as a qualified disabled veteran.

4. Participation in RFP Development or Evaluation

Did your company, an employee, agent, or representative of your company, or any affiliated entity participate in developing any component of this solicitation? For purposes of this question, business concerns, organizations, or individuals are affiliates of each other if, directly or indirectly: (1) either one controls or has power to control the other or (2) a third party controls or has the power to control both. Indicia of control include, but are not limited to, interlocking management or ownership, identity of interests among family members, shared facilities or equipment, and common use of employees.

If you entered “YES”, you are not eligible for contract award or to work as a subcontractor for the awarded vendor.

5. State of Michigan Experience and Prior Experience

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.

Describe at least 3 relevant experiences from the last 5 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

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?

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

Experience 2

Company name

Contact role at time of project

City

1. Project name and description of the scope of the project

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

Experience 3

Company name

Contact role at time of project

City

1. Project name and description of the scope of the project

Dollar value

Start and end date (mm/yy – mm/yy)

Status (completed, live, other – specify phase)

Results obtained

6. Standard Contract Terms

Bidder must affirm agreement with the attached Master Agreement Terms. If not in agreement, written exceptions in accordance with Section 6 Evaluation Process must be provided with Bidder’s proposal.

7. Other

Request For Proposal No. 171 190000000197 Financial Leasing Prequalification Program

SCHEDULE A

STATEMENT OF WORK

This schedule identifies the anticipated requirements of any Contract resulting from this Request for Proposal (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.

1. Project Request This is an RFP issued by the State of Michigan (State) Department of Technology, Management and Budget (DTMB) soliciting qualified Contractors to participate in the Financial Leasing Prequalification Program.

2. BACKGROUND

Pursuant to Public Act (PA) 431 of 1984 (“The Management and Budget Act”), DTMB is the only agency authorized to enter into lease agreements on behalf of the State of Michigan (State). No individual, employee or agent of the State has authority to bind the State without proper authorization.

The State must purchase up-to-date Equipment to operate efficiently and ensure compliance with Federal and State guidelines related to encryption and data security. Additionally, the increase in data-driven projects by various State agencies has increased the demand for extra storage. However, there are times when agencies cannot purchase Equipment outright, thus the need for lease purchases, spreading the cost over a fixed period of time and allowing agencies to reach their business goals and needs in a cost-effective manner.

Historically, lease purchase agreements were established on an as-needed basis, which proved both time consuming and expensive. Therefore, the State has decided to establish a prequalification program to significantly reduce the time and costs associated with securing financing for equipment and software.

3. SCOPE

Contractors will provide financial leasing services in agreement with the Master Equipment Lease Agreement With Early Purchase Option (“Master Agreement”) required to participate in the prequalification program. This is a prequalification program where a lease purchase is requested at the agency level and approved by DTMB. Under the State’s program, only Equipment is leasable; installation and training are excluded. Due to the specialized nature of this program, the resulting Contract(s) will not be made available to MiDEAL and Extended Purchasing Program members.

4. REQUIREMENTS

Contractor must provide deliverables, services and staff, and otherwise do all things necessary for or incidental to providing services in compliance with the Master Agreement.

a. Pre-Qualified Contractors The State reserves the right to establish a prequalified Contractor pool through this RFP, and update the pool as deemed necessary by the State. This effort may entail re-soliciting qualified Contractors by issuing an RFP on an annual basis, at a minimum.

b. Tier II Process The State will issue a Request for Financing Proposal to the prequalified Contractor pool as detailed in Section 3. Request for Financing Proposal/Implementation of Leases of the Master Agreement. Once a need for Equipment is determined. The State will provide the Contractor with the following information when requesting services:

a. Description of Equipment;

b. Applicable Purchase Order (PO), Delivery Order (DO), Quote, Leasable Invoice, etc.;

c. Desired lease term not to exceed the useful life of the Equipment; and,

d. Other reasonably requested material information necessary to fulfill the State’s need.

The State will source Equipment utilizing existing State contracts for Equipment prior to issuing a Request for Financing Proposal. The State will issue a PO/DO for leasable Equipment which allows the Equipment contractor (“Vendor”) to create a leasable invoice and send goods directly to the State agency. The PO/DO and leasable invoice is used to commence the Tier II Process, competitively bidding the financing to the prequalification pool. The State will complete the Tier II Process before the State’s payment due date to the equipment contractor.

The State will make an award recommendation to the prequalified Contractor with the lowest interest rate, obtain State Administrative Board approval and establish a standalone lease purchase Contract for the leasable items. Upon execution of the lease purchase Contract, the State will cancel the PO/DO with the Vendor and issue a PO/DO to the awarded leasing Contractor. Payment in whole for the leasable Equipment is made to the Vendor by the leasing Contractor. The State will then begin monthly or annual payments to the leasing Contractor according to the financing terms established in the standalone leasing Contract.

NOTE: Every Contract established through the Tier II Process will be subject to the terms of the Master Agreement. The State reserves the right to issue a Request for Financing Proposal prior to obtaining a PO/DO or Quote to utilize the prequalification program to determine the benefits versus costs of leasing equipment.

c. Contractor will provide financial leasing options at a fixed interest rate, amortized monthly or annually, over a leasing term specified by the State, not to exceed the useful life of the item.

d. Contractor will provide financial leasing options on lease amounts greater than or equal to $500,000.00 over a leasing term specified by the State, not to exceed the useful life of the item.

Contractor shall describe how they will comply with Section 4. Requirements.

Contractor Response to Sections Section 4. Requirements:

5. Acceptance

5.1. Acceptance, Inspection and Testing

The State will follow Section 5. Acceptance of the Master Agreement to determine acceptance of the lease purchase Contract.

6. Staffing

6.1. Contractor Representative

The Contractor must appoint an individual, specifically assigned to State of Michigan accounts, that will respond to State inquiries regarding the Master Agreement and/or any lease purchase Contracts. (the “Contractor Representative”).

The Contractor must notify the Contract Administrator at least 10 calendar days before removing or assigning a new Contractor Representative.

6.2. 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 8:00 a.m. to 5:00 p.m. EST.

Contractor shall describe how they will comply with Section 6. Staffing requirements.

Contractor Response to Sections 6.1. through 6.3.:

7. Ordering

7.1. Authorizing Document

The appropriate authorizing document for the Contract will be a Master Agreement and purchase order or delivery order release.

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