Hylio Drone Proposal Instructions Vendor Questions Schedule A Terms and Conditions.docx

Michigan.gov/MiProcurement Quote instructions Department of Transportation UAV Herbicide Spray Drone Purchase Request for Quote No. 240000000307 Solicitation Manager Name: Anna Swanson Direct Phone: 517-230-2063 Email: swansona1@michigan.gov

This is a Request for Quote (RFQ) for:

The Purchase of UAV Herbicide Spray Drone- Hylio AG-210 With Spreader.

RFQ Timeline

*A bidder’s quote received at 3:00:01 p.m. Eastern is late and subject to disqualification.

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

1. BID PREPARATION. The State recommends reading all RFQ materials prior to preparing a bid, particularly these Bid Instructions and the Vendor Questions Worksheet. Bidders must follow these Bid Instructions and provide a complete response to the items indicated in the RFQ Structure and Documentation table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFQ within the bid. Include the bidder’s company name in the header of all documents submitted with your bid. Note that all documents and information submitted as part of a bid will become public record immediately upon receipt by the State. Bids received by the State may be posted on the State’s publicly available website after bidders are notified of the award recommendation.

RFQ Structure and Documentation

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

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

4. QUESTIONS. Bidder questions about this RFQ must be emailed to the Solicitation Manager at swansona1@michigan.gov no later than the time and date specified on the Cover Page. In the interest of transparency, only written questions are accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

5. DELIVERY OF BID.

Electronic – The bidder must submit its bid, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price bid should be saved separately from all other bid documents. The bidder should submit all documents in a modifiable (native) format (examples include but are not limited to Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Attachment file size is limited to 6 MB per document. Bidder’s failure to submit a bid as required may result in disqualification. The bid and attachments must be fully uploaded and submitted prior to the bid deadline. Do not wait until the last minute to submit a bid, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a bid to be submitted after the bid deadline identified in the solicitation Closing On/Closing Date fields (Summary view/Detail view), even if a portion of the bid has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 284-0540 or (888) 734-9749. The Solicitation Manager will not provide assistance related to the submittal of the bid and all attachments on the day of the bid deadline. Responsibility for a complete submission lies with the bidder. Note that all documents and information submitted in any manner as part of a bid will become public record immediately upon receipt by the State. Bids received may be posted by the State on the State’s publicly available website after bidders are notified of the award recommendation.

6. EVALUATION PROCESS. The State will evaluate each bid based on the following factors:

The State may utilize all bidder information, without regard to a bid’s technical score, to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price bid. If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veterans/service-disabled veteran owned business(QDV/SDVOB) status under MCL 18.1261(8). Additional information on the SDVOB preference is available at: Michigan.gov/SDVOB.

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. Failure to respond timely to requests for proposed changes to Contract Terms during ongoing negotiations may be cause for disqualification.

The State may but is not required to conduct an on-site visit to tour and inspect the bidder’s facilities; require an oral presentation of the bidder's bid; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process.

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

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

9. RESERVATIONS. The State reserves the right to:

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

b. Discontinue the RFQ process at any time for any or no reason. The issuance of an RFQ, your preparation and submission of a bid, and the State’s subsequent receipt and evaluation of your bid does not commit the State to award a contract to you or anyone, even if all the requirements in the RFQ are met.

c. Consider late bids if: (i) no other bids are received; (ii) no complete bids are received; (iii) the State received complete bids, but the bids 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 bid if no other bids are received.

e. Disqualify a bid based on: (i) information provided by the bidder in response to this RFQ; (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 RFQ.

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

g. Consider overall economic impact to the State when evaluating bid 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 bid 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 bid outside the scope identified in the Evaluation Process section of this document if the State receives only one bid.

10. 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 meeting the minimum point threshold and offering the best combination of the factors stated in the Evaluation Process section of this document, and price, as demonstrated by the bid. The State will post an Award Recommendation and Evaluation Synopsis on www.michigan.gov/SIGMAVSS or in the manner it was originally published.

11. DEBRIEF MEETING AND BID PROTEST. The State will post an Award Recommendation and Evaluation Synopsis 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 to Carol Rademacher at RecemacherC@michigan.gov no later than 3:00 p.m., three (3) business days after posting the Award Recommendation and Evaluation Synopsis. The State reserves the right to adjust this timing and will publish any change.

Additional information about the protest process is available at DTMB - Programs and Policies (michigan.gov) under the “Bidder Protests” link.

12. STATE ADMINISTRATIVE BOARD. Contracts equal to $250,000 or greater than require approval by the State Administrative Board. The State Administrative Board’s decision is final; however, its approval does not constitute a contract. The award process is not complete until the awarded contractor receives a contract fully executed by all parties.

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

14. CONFIDENTIAL TREATMENT FORM AND THE FREEDOM OF INFORMATION ACT. As a public record, all portions of the bidder’s bid and resulting contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et seq. However, the State may exempt some information from disclosure as permitted by law. 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 bid is exempt from disclosure under FOIA. A bidder’s failure to comply with this Section is grounds for rejecting a bidder’s bid as non-responsive. As a part of its bid, each bidder must follow the procedure below.

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. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form instructions, the bid may be publicly disclosed in its entirety without redaction after an award recommendation.

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

i. 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 bid with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy.”

ii. Failure to complete and sign a CT Form may result in disqualification of the bidder. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow the CT Form instructions, the bid, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation.

b. FOIA REQUESTS. If a FOIA request is made for a bidder’s bid, 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 bid 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 bid submitted under this RFQ. 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 bid submitted under this RFQ that bidder has identified as a trade secret, or financial or proprietary information. The State will notify bidder in writing if indemnification is sought. The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense, or any portion thereof, if the State deems necessary. Bidder will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. If a State employee, official, or law is involved or challenged, the State may control the defense of that portion of the claim. Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.

confidential treatment form INSTRUCTIONS. Bidder must complete either Section 1 or Section 2 of this CT Form and sign where indicated. Do not complete both sections. This CT Form must be signed by the individual who signed the bidder’s bid. A completed CT Form must be submitted with your bid, regardless of whether your bid contains confidential information.

Failure to submit a completed CT Form with your bid is grounds for rejecting the bid as non-responsive. If a bidder fails to properly complete and submit the CT Form or otherwise fails to follow CT Form Instructions, the bid, in its entirety, will be treated as a “Public Copy” and may be publicly disclosed by the State without redaction after bidders have been notified of an award recommendation. See the Confidential Treatment Form and The Freedom of Information Act (FOIA) sections of the Bid Instructions for additional information.

Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED This section must be completed, signed, and submitted with the bid if the bidder does not request confidential treatment of any material contained in the bid. If this section is completed, do not complete Section 2. CONFIDENTIAL TREATMENT IS REQUESTED.

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

240000000307 RFQ Number

UAV Herbicide Spray Drone Purchase

RFQ Title

Signature

Date

Printed Name, Title, Company

Section 2. CONFIDENTIAL TREATMENT IS REQUESTED This section must be completed, signed, and submitted with the bid if bidder requests confidential treatment of any material contained in the bid. Submission of a completed CT Form is required to request confidential treatment. If this section is completed, do not complete Section 1. CONFIDENTIAL TREATMENT IS NOT REQUESTED.

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 the Bid Page #, Section #, and Paragraph #, (2) identifies whether the material is a Trade Secret (TS), Proprietary Financial Information (FI), or Proprietary Information (PI), and (3) explains the specific legal grounds that support treatment of the material as TS, FI, or PI. Bidders must provide a complete justification as to how the material falls within the scope of an applicable FOIA exemption or relevant case law. Bidders must not simply cite to an applicable exemption or case name. Bidders must also provide the contact information for the person at their organization authorized to respond to inquiries by the State concerning the material.

Bidder must also submit a “Public Copy” of the bid with the trade secret, financial, and proprietary information redacted and clearly labeled as the “Public Copy”.

(1) Bid Page #, Section #, Paragraph # (2) Material is Trade Secret (TS), Proprietary Financial Information (FI), Proprietary Information (PI) (3) Applicable FOIA Exemption with Written Justification (4) Bidder Contact Information

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

240000000307 RFQ Number

UAV Herbicide Spray Drone Purchase

RFQ Title

Signature

Date

Printed Name, Title, Company vendor questions worksheet Provide a detailed response to each question. “You” and “company” refers to the bidder.

1. Contact Information

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

Person authorized to receive and sign a resulting contract. Include name, title, address, email, phone number and vendor customer code in SIGMA VSS.

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.

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 each of the last 5 years.

If receiving a contract under this RFQ 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 RFQ.

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 bid to demonstrate status as a qualified disabled veteran.

4. Participation in RFQ Development or Evaluation

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

If you enter “YES,” you are not eligible for contract award. An awarded vendor may not partner or subcontract with anyone to provide goods and services required under a resulting contract if that subcontractor or partner assisted in the development of this solicitation.

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

5. Standard Contract Terms

☐ Do Not Agree with Contract Terms (attach written exceptions)

6. 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.

7. Labor, Antidiscrimination and Environmental Laws Compliance

Bidder must disclose any violations of state or federal labor, antidiscrimination and employment laws and regulations received within the past five years.

Bidder must disclose any violations of state or federal environmental laws and regulations received within the past five years.

8. Supplier Diversity

9. Other

10. Response to State Requests

Contractor must enter company name here.

Schedule A – statement of work contract activities Request for Quote (RFQ) No. 240000000307 UAV Herbicide Spray Drone-Hylio AG-210 With Spreader This schedule identifies the anticipated requirements of any Contract resulting from this RFQ. The term “Contractor” in this document refers to a bidder responding to this RFQ, as well as the Contractor who is awarded the contract. The term “bidder” is used to identify where specific responses to the RFQ are required.

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.

IMPORTANT NOTE TO CONTRACTORS/BIDDERS: There are specific requirements for which acceptance must be simply acknowledged through a checkbox(es), and others that require further explanation. Click one checkbox and complete the entries as identified.

BACKGROUND

The Michigan Department of Transportation (MDOT), Transportation Systems Management and Operations Division, Roadside Unit oversees all vegetation management operations statewide. Our responsibilities include researching new innovative methods to control invasive plants that encroach on our rights of way. Using drones to spot spray weeds is considered a new option for us to experiment with. Our goal is to procure a spray drone as part of a pilot program and relay this information for future program options. Because of the potential to perform spraying operations on US/federal properties and/or projects, drones manufactured in China will not be allowed as a substitute.

SCOPE

Contractor shall provide one new Hylio AG-210 with spreader and related accessories listed on the pricing sheet.

REQUIREMENTS

1. General Requirements

1.1. Product Specifications

The Contractor must provide the following:

· The Hylio AG-210 with spreader must be the latest model in current production, and must include:

· 10L Spreader System

· FPV Camera System

· Intelligent Pump System

· AG-210 Toolkit

· Obstacle Avoidance System

· Handheld RC Controller

· FAA Regulatory Onboarding

· 4-12s 16000 mAH Batteries

· 2-3000w Battery Chargers

· Spare Parts Kit AG-210 Bids on alternate brands, brands not made in America or manufacturer lines will not be considered.

List all exception(s):

1.2. Warranties

Describe any warranties included in the bid – add additional rows as needed. Explain the process for reporting warranty issues and how the Contractor will handle any repairs or replacements.

The State reserves the right to require additional warranties other than those identified by the Contractor in its response to this RFQ.

Bidder must provide detailed information requested below:

Describe any warranties included in the bid (if none, write N/A):

Provide the length of the warranty:

Explain the process for reporting warranty issues:

Explain how any repairs or replacements are made, including timing, etc.:

If the warranty is provided through a third-party or manufacturer, the Contractor must confirm that the manufacturer’s warranty passes through to the State:

Provide the name, address, contact name, phone number and email address of the party responsible for the warranty:

1.3. Recall Requirements and Procedures

The Contractor must notify MDOT and assist with any removal and replacement of defective parts at no additional cost.

The Contractor must describe any recall procedures.

Bidder must provide detailed information as requested in the above requirement(s). If none, enter N/A.

2. Service Requirements

2.1. Timeframes

All Contract Activities must be delivered within 120 business days from receipt of order. The receipt of order date is pursuant to the Notices section of the Standard Contract Terms.

List all exception(s):

2.2. Delivery

Delivery will be expected within 120 business days upon date of order during business hours. Delivery will be made to:

MDOT TSMO

6333 Lansing Rd.

Lansing, MI 48917 A. Delivery will be accepted between the hours of 8:00 am and 4:00 pm Monday through Friday, except public holidays.

List all exception(s):

2.3. Training

The Contractor must provide the following training: One 4-hour minimum on-site training and unboxing the AG-210 with spreader. Location TBD in the Lansing MI. area.

List all exception(s):

The Contractor must explain training that is included in its bid, as well as any additional training capabilities available and related costs, if any.

Bidder must provide detailed information as required above – either in this response box or identified here as an attachment to this RFQ labelled as Drone Training.

3. Pricing

3.1. Price Term

Pricing per Schedule B is firm.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

List all exception(s):

4. Ordering

4.1. Authorizing Document

The appropriate authorizing document for the Contract will be a State issued Purchase Order.

List all exception(s):

5. Acceptance

5.1. Acceptance, Inspection and Testing

The State will visually inspect the unit/parts upon delivery to determine acceptance of the Hylio spray drone with spreader and accessories.

List all exception(s):

5.2. Final Acceptance

Final Acceptance is defined in the Standard Contract Terms, Section 8.

List all exception(s):

6. Invoice and Payment

6.1. Invoice Requirements

All invoices submitted to the State must include: (a) date; (b) vendor-generated invoice number; (c) purchase order number (d) quantity; (e) description of the item; (e) unit price; (f) total price.

List all exception(s):

6.2. Payment Methods

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

The Contractor is responsible for ensuring current banking information is entered in the State vendor website: https://sigma.michigan.gov/webapp/PRDVSS2X1/AltSelfService.

List all exception(s):

6.3. Procedure

Invoices may be mailed to the attention of Todd Rowley at:

Michigan Department of Transportation TSMO Division PO Box 30050 Lansing, MI 48909

OR

Invoices may be submitted via email to Todd Rowley at rowleyt@michigan.gov.

List all exception(s):

7. Licensing Agreement, Software Terms and Conditions, Data Storage

7.1. Licensing Agreement

The Contractor must provide a copy of any applicable licensing agreement.

Bidder must provide a copy of any applicable licensing agreement either in this response box or identified here as an attachment to this RFQ.

7.2. Software Terms and Conditions

The vendor must include the Terms and Conditions of their software.

Bidder must provide detailed information as required above – either in this response box or identified here as an attachment to this RFQ labelled as Software Terms and Conditions.

7.3. Data Storage

The Contractor must explain how data will be stored. Please explain if State of Michigan data will be stored in a non-State cloud.

The State reserves the right to pre-approve and establish a System Security Plan for any State of Michigan data stored in a non-State of Michigan cloud.

List all exception(s):

Explain how data will be stored:

8. Service-Level Agreements (SLAs)

1. The Contractor will be held accountable to meet the requirements and the service level requirements established in this Contract.

1. The State reserves the right to reconsider or amend SLA amounts for split awards should they occur.

1. Please Note: Should bidders require clarification or have any questions with regard to the SLAs, they should submit them during the Question and Answer Period of this solicitation; please see the Bid Instructions for the timeline.

Service Level Agreements for this Contract will be as follows:

SLA Metric 1. Timely Deliveries

AND

The Contractor must ensure that items and quantities delivered are exactly the items, brands, and quantities on the Order Confirmation. No substitutions will be allowed without prior written permission by Program Manager and a Change Notice executed by the Contract Administrator.

The entire order will be received on the same day unless a partial delivery has been approved in advance by the Program Manager.

1. Extenuating circumstances must be communicated by the Contractor to the Program Manager prior to the scheduled delivery date and time.

1. Items, brands, and quantities delivered will match the Order Confirmation exactly.

1. Signed and dated packing slips will be provided to MDOT at the time of delivery.

1. The entire order must be delivered on the same day unless a partial delivery has been approved in advance by the Program Manager.

1. Orders not received in their entirety, as determined by a review of the Data Sources, will be considered inaccurate.

The acceptable standard is 100% compliance.

1. $500.00 may be assessed beginning with the sixth occurrence of non-compliance and on each occurrence thereafter in a given calendar year.

Extenuating circumstances will be reviewed by the Program Manager before any Service Credits are assessed.

At the discretion of the State, these credits may be applied toward any payable due to the Contractor or be payable directly to the State. Payments made directly to the state will be completed within 10 days of notice of assessment.

List all exception(s):

STATE OF MICHIGAN

PROCUREMENT

STANDARD CONTRACT TERMS (SHORT FORM)

Vendor is deemed to have accepted these terms upon the earliest of vendor’s: written acceptance of these terms; commencement of work; receipt of payment; or submission of a bid, proposal, or other offer in response to a solicitation.

1. General. Vendor’s failure to deliver or comply with any of these terms, may result in damages against the Vendor and the termination of the Contract.

2. Delivery, Title and Risk of Loss. Vendor must pay all costs associated with packaging, freight, and shipping, and must ship all deliverables F.O.B. destination, inside delivery, unless otherwise specified in the Contract. Title and risk of loss or damage to deliverables remains with Vendor until the deliverables have been received, inspected and accepted by the State in accordance with these terms. All containers and packaging become the State’s exclusive property upon final acceptance. Vendor shall ensure that all deliverables and services (“Deliverables”) are provided to the State by the date and time specified on the Contract. If Vendor fails to provide the Deliverables in accordance with the Contract, the State may reject the delivery and terminate the Contract without any termination charges or penalties, and Vendor must pay all associated costs, including, but not limited to, expedited routing costs, return shipping charges, the procurement of the Deliverables from another source, and any storage removal, or disposal expenses. The risk of loss of rejected or non-conforming Deliverables remains with Vendor. Rejected Deliverables not removed by Vendor within 10 calendar days will be deemed abandoned by Vendor, and the State will have the right to dispose of such Deliverables as its own property. Vendor is responsible for filing, processing, and collecting all damage claims.

3. Inspection. The State may inspect the work and activities of Vendor, and its subcontractors, at all reasonable times and places before, during and after delivery of the Deliverables. All Deliverables are subject to final inspection and acceptance by the State notwithstanding any prior payments or inspections. Final inspection will take place within 30 calendar days of the later of the delivery date, installation, or completion of services. If any Deliverables are non-conforming or defective, the State is entitled to, at its option and at Vendor’s expense: (a) a refund; (b) a credit; or (c) correction or replacement. If Vendor fails to correct defects or replace non-conforming Deliverables within 10 calendar days, the State may, in addition to its other remedies: (i) reject such Deliverables; (ii) accept such Deliverables at a discount; or (iii) make such corrections or replace such Deliverables and charge Vendor any resulting costs incurred by the State plus an additional 10% administrative fee.

4. Payment. Invoices must include an itemized statement of all charges. All undisputed amounts are payable within 45 calendar days of the later of the State’s: (a) receipt of an invoice; or (b) final acceptance of the Deliverables. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Deliverables purchased under the Contract are for the State’s exclusive use. Notwithstanding the foregoing, all fees are inclusive of taxes, and Vendor is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by federal, state or local government entities on any amounts payable by the State. The State may withhold payment in whole or in part for Deliverables the State determines are defective, untimely, or otherwise non-conforming to the Contract. All amounts due and payable by the State to Vendor shall be subject to deduction or setoff by the State against any claim the State may have against Vendor whether arising out of the Contract or any other transactions with the State. The State will only disburse payments through Electronic Funds Transfer (EFT). If Vendor does not register to receive payments at http://www.michigan.gov/SIGMAVSS, the State is not liable for failure to provide payment.

5. Warranties and Representations. Vendor represents and warrants: (a) all Deliverables furnished under the Contract will conform to all specifications and industry standards, and will be free from defects, including, where applicable and without limitation, defects in material, workmanship, and title; (b) Vendor is the owner or licensee of all Deliverables it licenses, sells, or develops and Vendor has the rights necessary to convey title, ownership rights, or licensed use; (c) all Deliverables are provided free from any security interest, lien, or encumbrance and will continue in that respect; (d) the Deliverables will not infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party; (e) Vendor must assign or otherwise transfer to the State or its designee any manufacturer's warranty for the Deliverables; (f) Vendor will not negate, exclude, limit, or modify in any warranty otherwise available to the State in any way; (g) the Deliverables are merchantable and fit for the State’s intended use ; (h) the Deliverables furnished will conform in all respects to samples, advertisements, and other forms of representation made to the State; (i) the Contract signatory has the authority to enter into the Contract; (j) all information furnished and representations made in connection with the Contract is true, accurate, and complete, and contains no false statements or omits any fact that would make the information misleading, and the (k) Vendor is neither currently engaged in nor will engage in the boycott of a person based in or doing business with a strategic partner as described in 22 USC 8601 to 8606. Vendor agrees to promptly replace or correct any Deliverables not conforming to the foregoing warranty, without expense to the State, when notified of such non-conformity by the State. A breach of this Section is a material breach of the Contract.

6. Termination for Cause. The State may terminate the Contract, in whole or in part, at any time for cause in the event Vendor fails to comply with any of these terms, including, without limitation, late delivery or performance, the delivery of defective or non-conforming Deliverables, or failure to provide the State with reasonable assurances of future performance. In the event of termination for cause, the State will not be liable to Vendor for any amount, and Vendor will be liable to the State for any and all damages, including but not limited to, administrative fees, court costs, attorney fees, and cover costs. Any ineffectual termination for cause is hereby deemed a termination for convenience, effective as of the same date and limited to those rights.

7. Termination for Convenience. The State may immediately terminate the Contract, in whole or in part, without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. Upon termination for convenience, the State will only pay for those Deliverables, not including standard stock, then in progress and which cannot be returned under these terms.

8. Indemnification. Vendor must defend, indemnify and hold the State, all of its instrumentalities, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by Vendor (or any of Vendor’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or other requirements contained in the Contract; (b) any infringement, misappropriation, or other violation of any intellectual property right or other right of any third party; (c) any bodily injury, death, or damage to real or tangible…