Final RFP-Certification of Lottery Drawing Equipment RFP.pdf

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STATE OF MICHIGAN

Department of Lottery

Certification of Lottery Drawing Equipment Request for Proposal No. 275 18000003260

Solicitation Manager Name: Lucy Kish

Direct Phone: 517-335-5683 Email: KishL1@michigan.gov

This is a Request for Proposal (RFP) for:

This RFP will be used to determine who can best serve the Michigan Lottery in certification of drawing equipment for use in our televised and non-televised drawings. Drawings are conducted twice daily and use air mix drawing machines and drawing balls for each drawing.

RFP Timeline

Event Time Date

RFP issue date N/A August 9, 2018 Deadline for bidders to submit questions about this RFP

3:00 p.m. Eastern August 24, 2018

Anticipated date State will post answers to bidder questions on www.michigan.gov/SIGMAVSS

3:00 p.m. Eastern September 7, Proposal deadline* 3:00 p.m. Eastern September 21, Award recommendation notification posted on www.michigan.gov/SIGMAVSS

3:00 p.m. Eastern October 5, 2018

Anticipated contract begin date N/A November 1, *A bidder’s proposal received at 3:00:01 p.m. Eastern is late and subject to disqualification.

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

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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

Document Description Bidder Response Instructions

Cover Page

Provides RFP title and number, important dates, and contact information for Solicitation Manager

Informational

Proposal Instructions Provides RFP instructions to bidders

Informational

Vendor Questions Worksheet Questions to bidders on background and experience

Bidder to complete and submit by proposal deadline

Schedule A – Statement of Work

Statement of work Bidder to complete and submit by proposal deadline

Schedule B – Pricing Pricing for goods and services sought by the State through this

RFP

Bidder to complete and submit by proposal deadline

Contract Terms Provides legal terms for a contract awarded through this

RFP

Deemed accepted by bidder unless information required in Section 7, Evaluation Process is submitted by proposal deadline

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 the Solicitation Manager 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.

Q # Document Name Section # Page # Requirement # Bidder Question

1. 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.

2. DELIVERY OF PROPOSAL.

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically to KishL1@michigan.gov. The bidder should submit all documents in a modifiable Microsoft Word or Excel format. 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.

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3. MANDATORY MINIMUM REQUIREMENTS.

To avoid disqualification, the bidder must provide documentation to support the following:

Must have prior State or Provincial lottery ball certification experience.

Only proposals meeting the mandatory minimum requirements will be considered for evaluation.

4. EVALUATION PROCESS.

Responses to this RFP will be evaluated based upon the responsive and responsible bidder’s current ability to provide the highest level of service that meets the requirements and goals of this RFP and the Lottery’s needs while offering the best value to the State of Michigan.

These factors will be used in evaluating your Request to Purchase response. Each section of the proposal should be clearly identified with appropriate headings:

A. VENDOR QUESTIONS WORKSHEET

B. PROJECT PLAN

1. Written plan for the implementation of the Statement of Work in the Request to Purchase.

C. DELIVERY

1. Agreement to RFP timeline.

D. PRICE

1. Price is to be a single line total price for performing all services related to the project as identified in the Statement of Work in the Request for Purchase Proposal. Total price to include employee and travel expenses.

The State may utilize all bidder information, without regard to a proposal’s technical score, 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/0,4541,7-225-48677-123519-- ,00.html.

The State strongly encourages strict adherence to the Contract Terms. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms. Nevertheless, the bidder may submit proposed changes to the Contract 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 Contract 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 conduct an on-site visit to tour and inspect the bidder’s facilities; require an oral presentation of the bidder's proposal; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

5. 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.

6. 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.

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7. 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 or (2) 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 7, Evaluation Process, if the State receives only one proposal.

8. AWARD RECOMMENDATION. 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 offering the best combination of the factors stated in Section 7, Evaluation Process, and price, as demonstrated by the proposal. The State will post a Notice of Recommendation for Award on www.michigan.gov/SIGMAVSS.

9. 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 to KishL1@michigan.gov no later than 3:00 p.m., 7 calendar days after posting the Notice of Recommendation for Award, or by 3:00 p.m. the next business day if that date falls on a state holiday or weekend.

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

10. 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.

11. 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 are the State’s property.

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12. 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), 1976 PA

442. However, please note the following:

a. 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, or financial or proprietary information” are exempt from disclosure under FOIA. And under MCL 18.1470(3), “proprietary financial and accounting” information is also exempt from disclosure under

FOIA.

b. If information within a bidder’s proposal falls under the aforementioned exemptions, and the bidder seeks to have it withheld from disclosure under FOIA, then by the proposal deadline, the bidder must: (1) save exempt information in a separate file (i.e., document);

(2) name the file/document “FOIA-EXEMPT”; (3) label the header of each page of the file/document “Confidential–Trade Secret,” “Confidential–Financial,” or “Confidential– Proprietary” as applicable; (4) clearly reference within the file/document the RFP schedule, section, and page number to which the exempt information applies; and (5) verify within the FOIA-EXEMPT file/document that the information meets the FOIA exemption criteria.

c. The State reserves the right to determine whether information designated as exempt by a bidder falls under the FOIA exemptions.

d. Resumes, pricing, and marketing materials are not trade secrets or financial or proprietary information.

e. Do not identify your entire proposal as “FOIA-EXEMPT,” and do not label each page of your proposal “Confidential.” If a bidder does so, the State may require the bidder to resubmit the proposal to comply with subsection (b) above.

f. If the State requires a bidder to resubmit a proposal for failure to follow these instructions, the State reserves the right to disqualify the bidder if the proposal is materially changed upon resubmission. In other words, amendments to the proposal should be restricted to that which is necessary to separate confidential from non-confidential information.

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VENDOR QUESTIONS WORKSHEET

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

Information Sought Bidder Response

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.

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3. Qualified Disabled Veteran Under MCL 18.1261, a “qualified disabled veteran” means a business entity that is 51% or more owned by 1 or more veterans with a service-connected disability. A “service-connected disability” means a disability incurred or aggravated in the line of duty in the active military, naval, or air service as described in 38 USC 101(16). Are you a qualified disabled veteran?

Enter YES or NO.

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.

Will your company, or an employee, agent, or representative of your company, participate in the evaluation of the proposals received in response to this RFP?

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

5. Key Personnel The Contractor must identify all Key Personnel that will be assigned to this contract:

o Name and title of staff that will be designated as Key Personnel.

o Key Personnel’s roles and responsibilities, as they relate to this RFP, if the Contractor is successful in being awarded the Contract.

Descriptions of roles should be functional and not just by title.

Version 3 (6/2018) 8 o Identify if each Key Personnel is a direct, subcontract, or contract employee.

o List each Key Personnel staff member’s length of employment or affiliation with the Contractor’s organization.

6. 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

7. Experience 2 Company name Contact name Contact role at time of project

Contact email

City

2. What role did your company play?

Status (completed, live, other – specify phase) Results obtained

8. Experience 3 Company name Contact name Contact role at time of project

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Contact email City

2. What role did your company play?

Status (completed, live, other – specify phase) Results obtained

9. Standard Contract Terms Bidder must affirm agreement with the attached Contract Terms. If not in agreement, written exceptions in accordance with Section 8 Evaluation Process must be provided with Bidder’s proposal.

10. Other Abusive Labor Practices. The Contractor certifies that it will not furnish any Deliverable that was produced fully or partially by forced labor, forced or indentured child labor, or indentured servitude.

Enter YES or NO.

Certification of Michigan Business- Public Act 431 of 1984, Sec. 268. I certify that the company has, pursuant to the provisions of Sec 268 of Public Act 431 of 1984, filed a Michigan Business Tax Corporate Income Tax Return. I certify that the company has, pursuant to the provisions of Sec 268 of Public Act 431 of 1984, filed a Michigan Income Tax return showing income generated in, or attributed to the State of Michigan. I certify that the company has, pursuant to the provisions of Sec 268 of Public Act 431 of 1984, withheld Michigan Income Tax from compensation paid to the company’s owners and remitted the tax to the Michigan Department of Treasury.

Enter YES or NO.

Iran Linked Business- Public Act 517 of 2012. I certify that the Company is not an Iran-Linked business as defined by Public Act 517 of 2012.

Enter YES or NO.

Clean Corporate Citizen. I certify that the Company is a Clean Corporate Citizen as defined by the Environmental Protection Act, 1994 PA 451.

Enter YES or NO.

Convict Labor. The Contractor certifies that if using convict labor, it is complying with all applicable state and federal laws and policies.

Enter YES or NO.

SOM Debt/Tax Payment. All SOM tax/debts. I certify that all applicable State of Michigan taxes are paid, and that no outstanding debt is owed to the State of Michigan.

Enter YES or NO.

Authorization to Verify Information provided by Vendor. I authorize the State to verify that all information provided in this registration, in bidding and contracting documents, and any attachments or supplement documents and processes are accurate.

Enter YES or NO.

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Request For Proposal No. 275 18000002851 Certification of Lottery Drawing Balls

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 Lottery has 14 sets of drawing balls for use for its televised and non-televised Daily Game drawings, which are conducted at the WDIV-TV studios in Detroit, MI. Each ball set contains ten (10) balls numbered “0” through “9”. The Daily Game drawings are conducted twice a day, midday and evening, seven days a week and use air-driven draw machines to mix the drawing balls. A winning 3-digit number and a winning 4-digit number is selected for each drawing, midday and evening. In addition to the official drawing, five test draws and a rehearsal drawing (televised drawings only) are conducted prior to the official drawing. Drawing ball sets and ball drawing machines are supplied by Garron Lottery Products. The ball drawing machines are the Skipjack model machine manufactured by Garron.

Seven of the 14 ball sets are used for each drawing. The seven ball sets are selected in each drawing using a program that creates a random sequence of the numbers “1” through “14.”. The first seven numbers in the random sequence represent the seven ball sets to be used for that particular drawing.

There are two sets of ball drawing equipment in use for the Daily Game drawings. Each set of drawing equipment includes a draw machine to select a 3-digit number, a draw machine to select a 4-digit number and a remote control panel. The function of the remote control panel is to drop each ball set into the mixing chamber, mix the balls and select balls to the winning position on the drawing machine.

REQUIREMENTS

The Michigan Lottery seeks to contract with a qualified, independent Contractor to physically inspect, test, and certify the drawing equipment in use for the Daily Game drawings. The certification process will be used to evaluate the randomness of the drawing equipment used in drawings. The contract resulting from this RFP will have a term of three (3) years with two (2) one-year options. Certification of all drawing equipment will be conducted at least twice a year.

Certification will be performed at the WDIV-TV studios where the drawing equipment is housed and will be observed by the Michigan Lottery and an independent witness. However, under special circumstances, certification of drawing balls may take place at the Contractor’s location. If certification takes place at the Contractor’s location, Michigan Lottery’s Security department will ship ball sets to the Contractor in their respective ball cases. The ball cases will be sealed with a security seal. If a ball case is received by the Contractor and the seal is not intact, the Contractor will photograph the ball set in its present state and immediately contact the Lottery Security Director and notify him of the issue.

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The Contractor will provide to the Lottery information pertaining to the type of equipment used for weighing and measuring drawing balls and any scales used for weighing balls will be calibrated prior to start of the certification process.

The Lottery will provide the Contractor with all weight and dimension measurement information provided to the Lottery by the drawing ball supplier prior to certification of a new ball set. The Lottery will provide the Contractor with all information regarding ball machine operation, usage and maintenance provided to the Lottery by the ball machine supplier prior to certification of new ball machines.

The certification process will verify drawing balls meet uniform weight and diameter specifications which ensure randomness and enhance the overall integrity of the drawings. The certification of drawing balls will be an ongoing process. The certification process will include, but is not limited to the following:

1. Each ball will be physically inspected for cracks, signs of wear or other irregularities that may affect randomness.

2. Each ball will be weighed to ensure it conforms to standard weight specifications.

3. Each ball will be measured to ensure it conforms to standard diameter measurements.

The certification process will evaluate each ball machine to verify their ability to randomly produce outcomes and enhance the overall integrity of the drawings. The certification of ball machines will be an ongoing process. The certification process will include, but is not limited to the following:

1. Each machine will be physically inspected for signs of wear or other irregularities that may affect randomness.

2. Measurements will be taken on each machine to confirm uniformity of all machines.

3. Air pressure will be tested in each machine’s chambers to ensure a uniform airflow for all ball machines.

4. Testing of ball machines will include at least 200 draws per machine.

Bidder must acknowledge acceptance to requirement and describe how the above requirement will be met:

Acceptance

Refer to Terms and Conditions, section 16.

Bidder must acknowledge acceptance to the above requirement:

Ordering The appropriate authorizing document for the Contract will be an Agency issued Purchase Order

(PO).

Bidder must acknowledge acceptance to Ordering Requirement:

Reporting and Certification Michigan Lottery requires the Contractor to provide a detailed report of the certification and testing results following each certification process. The report will include detailed results of each ball certified and each ball machine tested and evaluated. Additionally, the report will specify that the drawing equipment tested and certified will produce random results for drawings. If

Version 3 (6/2018) 12 certification and testing concludes that any of the drawing equipment will not produce random results for drawings, Lottery will be advised. Reporting must be sent electronically to the Lottery’s Security Director.

Bidder must acknowledge acceptance to Reporting and Certification Requirement:

Security Michigan Lottery, in its sole discretion, will perform background checks on all owners, officers, employees, and subcontractors and its employees prior to commencing any work under the contract. The scope is at the discretion of the State and documentation must be provided as requested. Vendor is responsible for all costs associated with the requested background checks.

Bidder must acknowledge acceptance to Security Requirement:

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SCHEDULE A

PRICING

1. The Contractor must provide a pricing schedule for the proposed Contract Activities. The pricing schedule should be submitted 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.

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This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and [Insert Company Name] (“Contractor”), a [Insert State & Entity Status, e.g., a Michigan corporation or a Texas limited liability company]. This Contract is effective on November 1, 2018 (“Effective Date”), and unless terminated, expires on October 31, 2021.

This Contract may be renewed for up to two (2) additional one-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) not make any media releases without prior written authorization from the State; (i) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (j) comply with all State physical and IT security policies and standards which will be made available upon request; and (k) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this 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.

If to State: If to Contractor:

[Name]

[Street Address]

[City, State, Zip]

[Name]

[Street Address]

[City, State, Zip]

STANDARD CONTRACT TERMS

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[Email]

[Phone]

[Email]

[Phone]

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

State: Contractor:

[Street Address]

[City, State, Zip]

[Email]

[Phone]

[Name]

[Street Address]

[City, State, Zip]

[Phone]

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

State: Contractor:

[Street Address]

[City, State, Zip]

[Email]

[Phone]

[Name]

[Street Address]

[City, State, Zip]

[Phone]

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request. The State may require a performance bond (as specified in Schedule A) if, in the opinion of the State, it will ensure performance of the Contract.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Required Limits Additional Requirements

Commercial General Liability Insurance

Minimal Limits: Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, Version 3 Revised: 4/4/2018

$1,000,000 Each Occurrence Limit

$1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit

$2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Automobile Liability Insurance

Minimal Limits:

$1,000,000 Per Occurrence

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

Minimal Limits:

Coverage according to applicable laws governing work activities.

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

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident

$500,000 Each Employee by Disease

$500,000 Aggregate Disease.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities;

and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator, containing the agreement or purchase order number, at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not 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. Reserved.

8. Reserved.

9. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in this Contract. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

10. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

11. Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel by providing a notice to Contractor.

12. Background Checks. Upon request, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

13. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State.

Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

14. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

15. Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

16. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either:

(a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 23, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

17. Reserved.

18. Reserved.

19. Reserved.

20. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments.

If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

21. Liquidated Damages. Liquidated damages, if applicable, will be assessed as described in Schedule A.

22. Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either:

(a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or purchase order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

23. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 24, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

24. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 25, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

25. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date;

and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Contract will automatically be extended through the end of the transition period.

26. General Indemnification. Contractor must defend, indemnify and hold the State, its departments, divisions, agencies, offices, commissions, officers, 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 insurance requirements contained in this Contract; (b) any…