FLIR Camera and Accessories RFP.doc

STATE OF MICHIGAN

Michigan State Police Purchasing FLIR Camera and Accessories RFP No. 200000001497 Buyer Name: Paula Hurst Thomas Telephone Number: 517-284-3305 Email: HurstP3@michigan.gov RFP Timeline Event

Time

Date RFP issue date

N/A 03/24/2020 Deadline for bidders to submit questions about this RFP 9:00 a.m. Eastern 03/27/2020 Anticipated date State will post answers to bidder questions on www.michigan.gov/SIGMAVSS N/A 03/31/2020 Proposal deadline*

9:00 a.m. Eastern 04/07/2020 Anticipated contract begin date

N/A [insert date]

*A bidder’s proposal received at 9:00:01 a.m. Eastern is late and subject to disqualification.

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

RFP No. 200000001497 FLIR Camera and Accessories Michigan State Police Bid Instructions

Bidders are reminded that the sole point of contact concerning this Request for Proposal (RFP) is the Michigan State Police (MSP)-Purchasing Buyer assigned to this RFP. The State, except through the Buyer, will not respond to telephone inquiries or email requests concerning this RFP by Bidders or their representatives. Any communication outside of this process may result in bidder disqualification. Only those communications made by the State in writing will be binding with respect to this RFP.

QUESTIONS. Questions concerning the RFP must be submitted by email no later than 9:00 am EST on Friday, March 27, 2020, to:

Paula Hurst Thomas, Buyer

Email: HurstP3@michigan.gov In the interest of full transparency, only written questions will be accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS.

The issuance of this RFP, the receipt of bids, and the evaluation of bids does not bind or impose legal obligation upon the State or the supplier(s) in any way. The State may discontinue this process at any time for any or no reason.

· This document must be completed in its entirety, including the signed Terms and Conditions, and included as part of the Bidders response. Failure to complete and attach the entire document to the Bidders response in SIGMA will cause the Bidders proposal to be non-responsive and it will not be considered for award.

· The bid must state how long it remains valid. This period must be at least 90 days from the due date for responses to this RFP.

· The bid must specify lead time for delivery.

· Bidders should enter their total bid amount on www.michigan.gov/SIGMAVSS under Item #1 and enter individual line item pricing on the attached Schedule B, Price Proposal.

· All bids must be F.O.B. Destination with transportation charges prepaid on the order. Other F.O.B. terms may not be accepted and may disqualify a Bidder from further consideration.

· Delivery of Proposal:

LATE PROPOSALS WILL NOT BE ACCEPTED

A PROPOSAL RECEIVED AT 9:00:01 AM EST IS CONSIDERED A LATE PROPOSAL

Electronic – The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The bidder should provide the documents in a modifiable form (e.g. Microsoft Word), but has the option to also provide copies of any documents in a non-modifiable form (e.g. PDF). Failure to submit your proposal as required may result in disqualification of your proposal. The proposal and attachments must be fully uploaded prior to 9:00 a.m. EST on the due date. At 9:00 a.m. the system cuts off signaling the end of the response time.

Questions on how to submit information or how to navigate in the SIGMA system can be answered by calling (517) 284-0540 or (888) 734-9749. The Buyer will not provide assistance related to the submittal of the proposal and all attachments. Responsibility for a complete submission lies with the bidder.

PLEASE NOTE THE FOLLOWING:

· This bid is brand/model specific. No alternate bids will be accepted.

· Vendors must be the manufacturer or a manufacturer authorized distributor. The State reserves the right to further verify distributor status with the manufacturer.

· If you are using a Subcontractor or partnering with another company, it must be clearly explained which parties will perform what services and provide detailed information with respect to prior experience of each party (prime, subcontractor, partner) in providing the goods and services of similar size and scope as described in this solicitation. You must also detail any prior experience in partnering with subcontractors or partners (that you would work with in fulfilling the obligations of the resulting contract) on a particular project (one to two references providing the same bulleted information as listed above). If you do not have prior experience working with the proposed subcontractor and/or partner please make a statement with respect to the relationship.

· If you or your company assisted with the development of the specifications found within this RFP, you or your company are not eligible to bid on this solicitation.

· The State reserves the right to verify all information and perform additional reference checks regarding the Bidder's prior performance, including prior experiences not submitted as a response to this RFP.

· The State reserves the right to request samples or inspect items being bid, before making a Recommendation of Award.

· 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.

· This bid will be awarded to the responsive and responsible bidder who meets the requirements of this RFP and offers the lowest overall price as determined by MSP. The State will post the award (Notice of Intent to Award) on www.Michigan.gov/SIGMAVSS.

· If you wish to initiate a protest of the award, you must submit your written protest to OlivarezV1@michiga.gov no later than 9:00 a.m. Eastern, three business days after posting the Award Recommendation and Evaluation Synopsis, or by 9:00 a.m. Eastern 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 system. Additional information about the protest process is available at www.michigan.gov/micontractconnect under the “Programs and Policies” link.

· The Contractor will be subject the following security procedures: All personnel accessing criminal justice information systems or facilities are required to pass a fingerprint-based background check. Any criminal convictions may result in the vendor being refused access to the facility.

· The Contractor’s staff may be required to make deliveries to or enter State facilities. The bidder must: (a) explain how it intends to ensure the security of State facilities, (b) whether it uses uniforms and ID badges, etc., (c) identify the company that will perform background checks, and (d) the scope of the background checks. The State may require the Contractor’s personnel to wear State issued identification badges.

· Warranty Information should be submitted with the bid submission.

· RESERVATIONS. The State reserves the right to:

· Disqualify a bidder for failure to follow these instructions.

· 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.

· 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.

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

· 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.

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

· 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.

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

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

STATE OF MICHIGAN

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.

STATE OF MICHIGAN

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 Error! Reference source not found. 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.

RFP Number

RFP Title

Signature

Date

[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.

STATE OF MICHIGAN

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.

RFP Number

RFP Title

Signature

[Printed Name]

[Title]

[Company]

STATE OF MICHIGAN

VENDOR QUESTIONS WORKSHEET

BIDDERS MUST RESPOND TO EACH QUESTION

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

1. 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?

Contractor Representative Name:

Phone number

Email Address of Contractor Contact

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.

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 each of 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.

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.

2. Qualified Disabled Veteran/Service-Disabled Veteran-Owned Business Program

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.

3. 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.

4. Michigan Economic Impact

Number of employees currently employed at locations within the State of Michigan

Number of additional employees to be employed at locations within the State of Michigan if awarded this Contract (if any)

Minimum wage paid to employees employed at locations within the State of Michigan

Average wage paid to employees employed at locations within the State of Michigan

Percentage of employees employed at locations within the State of Michigan that are covered by employer-provided health insurance

5. Other

RFP No. 200000001497 FLIR Camera and Accessories Michigan State Police, Special Operations Division Schedule A - Specifications

Questions Due Date:

By 03/27/2020 9:00 AM Answers to be Posted:

By 03/31/2020

RFP Due Date:

By 04/07/2020 9:00 AM

Delivery Date for Goods:

By 6-8 Weeks ARO This Request for Proposal (RFP) is for the one-time purchase of a high definition (HD) multi-spectral imaging system capable of being attached to an aircraft and interfacing with an augmented reality system (ARS).

Specifications for this purchase are as follows:

Referenced Brand/Manufacturer:

FLIR

· The system must provide four (4) axis gyro stabilization for stable imagery.

· The system must provide a minimum capability of 1280 x 720 MWIR FPA thermal imaging resolution for day and night mission use.

· The system’s IR camera must be capable to display a minimum wide field of view of 40 degrees in 1080p format.

· The system’s IR camera must be capable of up to 500mm of focal length in 1080p format.

· The system must provide a minimum capability of 1080p format CCD Electro Optic (EO mode) camera technology for day and night mission use.

· The system’s EO camera must be capable to display a minimum wide field of view of 40 degrees in 1080p format.

· The system’s EO camera must be capable of up to 350mm of focal length in 1080p format.

· The system’s turret must be a single Line Replaceable Unit (LRU) design with MIL-STD-810E and MIL-STD-461F qualifications capable of all weather ISR and law enforcement airborne operations.

· The system’s turret must weigh no more than 62 (lbs.) pounds.

· The system’s turret must allow for 360 degrees of continuous azimuth rotation.

· The system’s new cable kit must be compatible with existing sensor cabling currently installed in the Michigan State Police’s (MSP) helicopters.

· The system must be able to interface with moving map and augmented reality systems (i.e. Churchill Navigation).

· The system manufacturer must provide a minimum of one (1) year or 1,000-hour factory warranty on manufactured equipment.

Awarded bidder must accept the following items on trade-in and list trade-in credit on attached Schedule B, Price Proposal:

· FLIR Ultra 7000 imager, Serial Number 5159

· FLIR ULTRA 2000 AB imager, Serial Number 200787 Standard manufacturer warranty shall apply. Warranty information should be submitted with bidder’s response.

Items are to be shipped to:

Michigan State Police Field Support and Aviation Section

2615 Port Lansing Road Lansing, MI 48906 RFP No. 200000001497 FLIR Camera and Accessories Michigan State Police, Special Operations Division Schedule B - PRICE PROPOSAL

Bidder: _____________________________

3290008-XXX

Star SAFIRE 380-HDc (TFU) Stabilized Turret FLIR Unit Per attached specifications

3204853-10 Universal Hand Control Unit (UHCU) Per attached specifications

3210685-X GPS Antenna (Dual Band L1/L2) Per attached specifications

3210695K180

GPS Cable Assembly – 185” terminated one end

Per attached specifications

4214088 Cable Installation Kit – Reduced conductor (380 series)

Per attached specifications

4140801 AFM-DTFLR-1 Aviation Adaptor Plate

Per attached specifications

3203771 Nitrogen Purge / Fill System Support Kit

Per attached specifications

4115708

Replacement Dessicator Cartridge Per attached specifications

TRADE IN

Ultra 7000, SN 5159 and

ULTRA 2000 AB,SN 200787

Per attached specifications

Freight

TOTAL BID PRICE

Referenced Brand/Manufacturer: FLIR

Bidder Manufacturer:

All bids must be F.O.B. Destination with transportation charges prepaid on the order. Other F.O.B. terms will not be accepted and shall disqualify a Bidder from further consideration.

Bidders are to indicate lead time for delivery, after receipt of order (ARO):

Lead Time for Delivery:

calendar days

Proposal is valid for:

calendar days.

This period must be at least 90 calendar days from the due date for responses to this RFP.

This bid is model specific. No alternate bids will be accepted.

Bidder certifies they are the manufacturer or manufacturer authorized distributor:

YES________________

NO_________________

Quick Payment Terms:

The bidder must check one box below:

The bidder will offer a quick payment discount of ______% off an invoice if paid within 15 Days (# of days may be changed) from the State's receipt of the invoice or delivery of the Deliverable(s), whichever is later.

No quick payment discount will be offered.

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. 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.

3. 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.

Commercial General Liability Insurance

Minimum Limits:

$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 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 2010 07 04 and CG 2037 07 04.

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.

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 cancelled 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 delivery 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 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).

4. 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.

5. 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.

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

7. Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, 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.

8. 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.

9. Change of Control. Contractor will notify within 30 days of any public announcement or otherwise once legally permitted to do so, 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.

10. 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 17, 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.

11. Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless otherwise specified in Schedule A. All containers and packaging become the State’s exclusive property upon acceptance.

12. Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

13. Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

14. 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. All prices are exclusive 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.

15. Reserved.

16. 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 delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

17. 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 18, 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.

18. 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 19, 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.

19. 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.

20. 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 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).

The State will notify Contractor in writing if indemnification is sought; however, failure to do so will not relieve Contractor, except to the…