RFP #19-0004 Title Work Svc FINAL.pdf

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REQUEST FOR PROPOSALS (RFP)

MICHIGAN LAND BANK FAST TRACK AUTHORITY

TITLE WORK SERVICES

VARIOUS LOCATIONS, MICHIGAN

RFP-CASE-19-0004

Important Dates:

Event Date Due Time Due Method of Communication RFP/Q Release 11/21/2018 SIGMA Pre-Bid Meeting n/a n/a There is no pre bid meeting.

Questions on RFP/Q 11/30/2018 5:00 PM landbank@michigan.gov Answers to Questions 12/3/2018 5:00 PM SIGMA/email to individual asking RFP/Q Response Due 12/10/2018 5:00 pm landbank@michigan.gov Estimated Contract Start 1/1/2019 ii

REMINDER

Please check your proposal to make sure you have included all of the specifications in the Request for Proposals, please submit files as noted on the RFP/Q cover page which include the following:

• Technical Submission (Section II-A) with Cover Sheet (Attachment A) and Signed Independent Price Determination Certificate (Attachment B);

• Price Proposal (Section II-B);

Submit separately marked electronic files of your Technical Submission and Price Proposal as noted on the RFP/Q cover page. The Michigan Land Bank (the “MLB”) has no obligation to consider any Submission that is not timely received. Submissions will only be accepted as noted on the RFP/Q cover page.

RESPONDENTS ARE RESPONSIBLE FOR ASSURING THAT THE FOLLOWING

IDENTIFYING INFORMATION APPEARS IN THE FILE NAME YOUR SUBMISSION: “RFP-

CASE-19-0004 Price Proposal” and “RFP-CASE-19-0004 Technical Submission.”

The Michigan Land Bank Fast Track Authority (the “MLB”) will not respond to telephone inquiries, or visitation by Respondents or their representatives. Respondent’s sole point of contact concerning the RFP is below and any communication outside of this process may result in disqualification.

Michigan Land Bank Fast Track Authority 300 North Washington Square, 4th Floor Lansing, Michigan 48913 landbank@michigan.gov mailto:landbank@michigan.gov iii

Table of Contents

Section I – Statement of Work

A – Purpose B – Background Statement and Objectives C – Scope of Work and Deliverables C – Qualifications D – Respondent Responsibilities E – Performance Conditions and Requirements F – Length of Contract and Pricing

Section II – Proposal Format A – Technical Proposal B – Price Proposal C – Proposal Submittal

Section III – RFP Process and Terms and Conditions A – Pre-Bid Meeting/Questions B – Submissions C – Economy of Preparation D – Selection Criteria E – Respondents Costs F – Taxes G – Conflict of Interest H – Breach of Contract I – Disclosure of Litigation J – False Information K – Additional Disclosure L – Best and Final Offer M –Clarification/Changes in the RFP N – Electronic Bid Receipt O – Reservation of MLB Discretion P – Jurisdiction Q – Additional Certification

Section IV – Contractual Terms and Conditions A – Contract Terms and Conditions B – Successful Respondent Responsibilities C – Acceptance of Proposal Content

Attachment A – Cover Sheet Attachment B – Independent Price Determination and Prices Held Firm Certification Attachment C – SAMPLE Professional Services Contract Terms and Conditions

REQUEST FOR PROPOSAL

This Request for Proposals (the “RFP”) is issued by the Michigan Land Bank Fast Track Authority (the “MLB”). MLB is the sole point of contact with regard to all bidding and contractual matters relating to the services described in this RFP. MLB is the only office authorized to change, modify, amend, alter, clarify, etc. the specifications, terms and conditions of this RFP and any contract(s) awarded as a result of this RFP (the “Contract”). MLB will remain the SOLE POINT OF CONTACT throughout the bidding process. The MLB will not respond to telephone inquiries, or visitation by Respondents or their representatives. Respondent’s sole point of contact concerning the RFP is below and any communication outside of this process may result in disqualification.

300 North Washington Square landbank@michigan.gov mailto:landbank@michigan.gov

SECTION I

STATEMENT OF WORK

A) PURPOSE

The objective of the MLB is to have the successful Respondent(s), acting as the authorized representative of the MLB, perform title searches for parcels identified by the MLB to assist in determining if title is sufficiently unencumbered to obtain adequate title insurance for each parcel, or if an expedited quiet title and foreclosure action under MCL 124.759 is necessary to obtain the adequate title insurance. The intent of this RFP is to engage one or more firms to provide title work services throughout the state of Michigan. The firm, or firms, will be retained for a period of one year with two (2) additional, annual extensions of the contract available, if both parties agree

B) BACKGROUND STATEMENT AND OBJECTIVES

The Michigan Land Bank owns approximately 2,900 parcels throughout the State of Michigan.

Of these properties, we have identified approximately 150 properties, primarily located in Southeast Michigan, as having title irregularities that need additional review to determine the magnitude and nature of the title irregularities.

C) SCOPE OF WORK AND DELIVERABLES:

a) The successful Respondent shall furnish all labor, materials, supplies, equipment, and supervision to perform these services:

i) For each parcel of property assigned by the MLB, conduct a 40-year title search and issue a Commitment for adequate title insurance, binding for at least 180 days, for a project as identified at the time the parcel is assigned.

ii) For each parcel of property assigned by the MLB, identify the ownership interests of the parcel.

iii) For each parcel of property assigned by the MLB, provide a copy of all documents evidencing encumbrances or exceptions noted in the title insurance commitment.

iv) For each parcel of property assigned by the MLB, notify the MLB of any parcel with title issues for which ownership cannot be verified in favor of MLB. Provide a list of parties who must be named/served/noticed in a quiet title action and judgement for successful Respondent to issue a title insurance policy.

v) For each parcel of property assigned by the MLB, transmit to the Project Manager electronic copies of the title commitment; copy of all documents evidencing encumbrances or exceptions noted in the title insurance commitment.

b) The successful Respondent may be one of several successful Respondents that will provide services to the MLB under this scope of work and the number of parcels each successful Respondent will be requested to handle will depend on the business needs of the MLB, geographical location and the ability of the successful Respondent to manage the work requested. This will be an optional use contract, no minimum number of parcels are guaranteed to be assigned.

D) QUALIFICATIONS

The successful Respondent shall meet the following requirements:

a) respond to this RFP as noted in this document;

b) Meet the insurance requirements listed in Section II, A. 11. Insurance;

c) Provide a list of similar projects that demonstrates a minimum of three (3) years’ experience with title work similar to this project within a wide geographical area;

d) Provide three (3) references, include organization, contact person, and their phone number;

e) Be qualified to provide noted services, with qualified staff members and/or subcontractors;

f) Be a licensed/registered insurance company in the State of Michigan and in good standing with the State of Michigan;

g) Able to certify all criteria listed on the Cover Sheet, Attachment A;

h) Shall have no contractual or enforcement issues with the State of Michigan or any other governmental entity that would interfere with their performance under this RFP and subsequent contract; and

i) Are deemed to be providing the best value to the MLB and State of Michigan when considering overall price and experience.

j) The MLB Staff will review available public sites, including, but not limited to those listing debarred successful Respondents for use of federal or state funds, licensing sites, OSHA violation sites, to verify qualifications applicable to this site and/or funding source.

E) RESPONDENT RESPONSIBILITIES: It is the responsibility of each Respondent, before submitting a bid, to:

a) Examine the RFP and associated documents thoroughly; and

b) Submit written questions or inquiries about the RFP documents or the Work.

F) PERFORMANCE CONDITIONS AND REQUIREMENTS:

a) Best Practices: All work shall conform to the best current practice in the industry.

b) Meetings: The MLB may request meetings as it deems appropriate. The successful

Respondent may also initiate meetings as needed.

c) Contact Person: The successful Respondent must appoint one (1) individual, specifically assigned to the MLB account, that will respond to MLB inquiries regarding the contract activities, answering questions related to ordering and delivery, etc.

G) LENGTH OF CONTRACT AND PRICING

a) Price Term: Pricing is firm for a one year period (“Pricing Period”) following signing of the contract. Adjustments to pricing may be requested, in writing, by either party, but will not take effect until the next Pricing Period or contract extension.

b) Price Changes: Adjustments will be based on changes in the successful Respondent’s actual costs. Any request must be supported by written evidence documenting the change in costs. The MLB may consider sources, such as the Consumer Price Index;

Producer Price Index; other pricing indices as needed; economic and industry data;

manufacturer or supplier letters noting the increase in pricing; and any other data the MLB deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties.

If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

c) Length of Contract: An initial contract will be issued to the successful Respondent(s) and shall begin upon acceptance of submission and will continue to the end of the fiscal year. Up to two (2) additional annual extensions of the contract may be entered into at the MLB’s discretion, and if both parties agree, and will correspond with the MLB’s fiscal year.

d) Invoice and Payments: All invoices submited to the MLB must include: (a) property ID number; (b) site address; (c) County site is located in; (d) date of service; (e) description of the services provided; and (f) unit price per site address. All payments will be made by electronic funds transfer per State of Michigan requirements.

SECTION II

PROPOSAL FORMAT

To be considered, each Respondent must submit a COMPLETE proposal in response to this RFP using the format specified. Respondent's proposal must be submitted in the format outlined below. There should be no attachments, enclosures, or exhibits other than those required in the RFP or considered by the Respondent to be essential to a complete understanding of the proposal. Each section of the proposal should be clearly identified with appropriate headings:

A) TECHNICAL PROPOSAL

1) Business Organization and History – State the full name, address, and phone and facsimile number of your organization and, if applicable, the branch office or other subordinate element that will perform, or assist in performing, the work hereunder. Indicate whether it operates as an individual, partnership, or corporation; if as a corporation, include the state in which it is incorporated. If appropriate, the proposal must state whether the organization is licensed to operate in the State of Michigan.

2) Statement of the Problem – State in succinct terms your understanding of the problem(s) presented by this RFP.

3) Narrative – Include a narrative summary description of the proposed effort and of the services(s)/products(s) that will be delivered.

4) Technical Work Plans – Provide a detailed outline and timelines for accomplishing the work.

5) Prior Experience – Describe the prior experience of your organization which you consider relevant to the successful accomplishment of the project defined in this RFP. Include sufficient detail to demonstrate the relevance of such experience. Proposals submitted should include, in this Section, descriptions of qualifying experience to include project descriptions, costs, and starting and completion dates of projects successfully completed; also include the name, address, and phone number of the responsible official of the client organization who may be contacted.

The MLB may evaluate the Respondent’s prior performance with the MLB or other State of Michigan agencies, and prior performance information may be a factor in the award decision.

6) Project Staffing – The Respondent must be able to staff a project team which possesses talent and expertise in the field of the requirements of this RFP. Identify a Project Manager and staff assigned by name and title. Include biographies, experience and any other appropriate information regarding the work team’s qualification for this initiative. Indicate staff turnover rates. Show where the project team will be physically located during the time they are engaged in the work. Indicate which of these individuals you consider key to the successful completion of the work. Indicate the amount of dedicated management time for the Respondent’s Project Manager and other key individuals. Do not include any financials for the contemplated work within the Technical Proposal. Resumes of qualifications should be supplied for proposed project personnel.

Please Note: The MLB further reserves the right to interview the key personnel assigned by the successful Respondent to this project and to recommend reassignment of personnel deemed unsatisfactory.

7) Subcontractors – List of all subcontractors that will be engaged to accomplish the project described in this RFP; include firm name and address, contact person and complete description of work to be subcontracted. Include descriptive information concerning subcontractor organization and abilities. Also, the information provided in response to A-5 and A-6, above, should include detailed information about each potential subcontractor.

8) Financial Stability – Provide FY 2016 and 2017 Balance Sheets. Reviews will be made to reasonably ensure Respondent’s financial position is such that they will continue to prosper as a business during the term of the contract, and beyond if appropriate, and have adequate financial resources to perform all contractual duties on a reimbursement basis.

9) Respondent’s Authorized Expediter – Include the name and telephone number of person(s) in your organization authorized to expedite any proposed contract with the MLB.

10) Capacity - The successful Respondent must provide its capacity to provide the deliverables based on number of parcels completed within two weeks of assignment by Purchase Order.

11) Insurance – Provide a copy of your Certificate of Insurance including Commercial General Liability insurance, Automobile insurance, Workers Compensation insurance, and Errors and Omissions Liability insurance. All levels must meet, or exceed, the following.

a) Commercial General Liability – Occurrence form, including coverage for bodily injury, personal injury, property damage (broad form), premises/operations, blanket contractual, and products/completed operations. Coverage shall be endorsed to include MLB as additional insured for work performed by Contractor or for Contractor in accordance with this Agreement.

Minimum Limits:

-$1,000,000 per occurrence/$2,000,000 general aggregate -$2,000,000 aggregate for products and completed operations -$1,000,000 personal and advertising injury

b) Automobile – Michigan no-fault coverage, and residual automobile liability, comprehensive form, covering owned, hired, and non-owned automobiles. Coverage shall be endorsed to include MLB as additional insured for work performed by or for Contractor in accordance with this Agreement.

Minimum Limits:

- No-fault coverages – statutory -$500,000 per person/$1,000,000 per accident – bodily injury -$500,000 per occurrence – property damage OR -A combined single limit of $1,000,000 per occurrence

c) Workers’ Compensation – statutory;

Employer’s Liability - $100,000 each accident/$100,000 disease – each employee;

and

$500,000 disease – policy limit.

d) Errors and Omissions - Successful Respondent’s errors and omissions liability insurance coverage shall meet the following minimum limits:

Minimum Limit

$1,000,000 per Occurrence $2,000,000 Annual Aggregate

12) Additional Information and Comments – Include any other information that is believed to be pertinent, but not specifically asked for elsewhere.

13) References – Provide a minimum of three references for each type of service outlined in the Scope of Work. Include contact name, company name, contact information and very brief description of the work completed.

14) Violations – Briefly list and describe any state or federal environmental or safety violations your firm has received in the past 5 years from State or Federal inspectors. Briefly summarize the nature of the violation, the current status of the violation and corrective measures taken to avoid future, similar violations.

B) PRICE PROPOSAL

Provide a fixed, per parcel or property price for the following:

1. Initial Title Search and title commitment

2. Updated Title Search and title commitment

Respondent may list more services than listed above but may not offer less than those minimum services.

The MLB is exempt from federal excise tax, and state and local sales taxes. The Price Proposal should not include taxes.

THE PRICE PROPOSAL MUST BE IDENTIFIED AND SENT SEPARATELY FROM THE

TECHNICAL PORTION OF YOUR PROPOSAL ACCORDING TO THE INSTRUCTIONS OF

THIS RFP. Separately submitted price proposals will remain unread until the MLB has completed evaluation of the technical proposals.

Respondents Please Note: Rates quoted in response to this RFP are firm for the duration of the Contract; no price increase will be permitted.

C) PROPOSAL SUBMITTAL

Submit separately marked electronic files of your Technical Submission and Price Proposal as noted on the RFP/Q cover page. The MLB has no obligation to consider any Submission that is not timely received. Submissions will only be accepted as noted on the RFP/Q cover page.

Your files are limited to 15MB. You may upload more than one file for Price Proposal and/or Technical Submission in response to this RFP.

RESPONDENTS ARE RESPONSIBLE FOR ASSURING THAT THE FOLLOWING

IDENTIFYING INFORMATION APPEARS IN THE FILE NAME YOUR SUBMISSION: “RFP-

CASE-19-0004 Price Proposal” and “RFP-CASE-19-0004 Technical Submission.”

SECTION III

RFP PROCESS AND TERMS AND CONDITIONS

A) PRE-BID MEETING/QUESTIONS

A pre-bid meeting will not be held. Questions from Respondents concerning the specifications in this RFP must be received as noted on the RFP/Q cover page.

Questions that are phoned, faxed or sent through regular mail will not be accepted. The MLB has no obligation to respond to questions received after date noted on the RFP/Q cover page

B) SUBMISSIONS

To be considered, Respondents must submit a complete response to this RFP, using the format provided in Section II of this RFP, as noted on the RFP/Q cover page. No other distribution of proposals is to be made by the Respondent.

The Cover Sheet must be signed physically or electronically by the Respondent’s Authorized Signatory. The Cover Sheet must be the first page of the Technical Submission.

The proposal must include a statement as to the period during which it remains valid; this period must be at least ninety (90) days from the date this RFP/Q is due. The rates quoted in the Price Proposal must remain firm for the period indicated in Section II. All print and digital materials submitted become the property of the MLB and will not be returned to the Respondent.

C) ECONOMY OF PREPARATION

Each proposal should be prepared simply and economically, providing a straightforward, concise description of the Respondent’s ability to meet the requirements of the RFP. Emphasis should be on completeness and clarity of content.

D) SELECTION CRITERIA

Responses to this RFP will be evaluated based upon a three-step selection process. The proposal must address the requirements described in Section II of this RFP.

The first step is an evaluation of which proposals satisfactorily meet the requirements of this RFP as stated in Section II.

1) Step I – Initial evaluation for compliance

a) Proposal Content – MLB will screen the proposals for technical compliance to include but not be limited to:

• Timely submission of the proposal.

• Technical Proposal and Price Proposal clearly identified and sent separately.

• Proposal signed physically or electronically by an official of the Respondent authorized to bind the Respondent to its provisions.

• Proposals satisfy the form and content requirements of this RFP.

2) Step II – Criteria for Satisfactory Technical Proposals a.) During the second step of the selection process, proposals may be evaluated by a Joint Evaluation Committee (the “JEC”) comprised of individuals selected by the MLB. Only those proposals that satisfy the requirements described in this RFP, as determined in the sole discretion of the JEC, will be considered for evaluation in Step II. The JEC reserves the right to request additional information from any Respondent.

b.) Competence, Experience and Staffing Capacity – The proposal should indicate the ability of the Respondent to meet the requirements of this RFP, especially the time constraints, quality, and recent projects similar to that described in this RFP.

The proposal should indicate the competence of the personnel whom the Respondent intends to assign to the project, including education and experience, with particular reference to experience on projects similar to that described in this RFP and qualifications of Respondent’s Project Manager and the Project Manager’s dedicated management time, as well as that of other key personnel working on this project.

c.) During the JEC’s review, Respondents may be required to make oral presentations of their proposals to the JEC. These presentations provide an opportunity for the Respondents to clarify the proposals. The MLB will schedule these presentations, if required by the JEC.

d.) Only those proposals receiving a score of 85 points or more in the technical proposal evaluation will have their pricing evaluated to be considered for award.

3) Step III – Criteria for Satisfactory Price Proposal a.) Based on what is in the best interest of the MLB, the MLB will award the contract considering value, quality, and the ability to meet the objectives of this RFP, of proposals that were approved as a result of this two-step evaluation process.

b.) The MLB reserves the right to consider economic impact on the State of

Michigan when evaluating proposal pricing. This includes, but is not limited to:

job creation, job retention, tax revenue implications, and other economic considerations.

Points Possible

1. Statement of Work 5

2. Respondent’s

Information/Completeness

3. Prior Experience 30

4. Staffing 30

5. Financial Stability & Insurance 20

TOTAL 100

c.) The award recommendation will be made to the responsive and responsible Respondent who offers the best value to the MLB and the State of Michigan.

Best value will be determined by the Respondent meeting the minimum point threshold and offering the best proposal that meets the objectives of the RFP.

d.) The MLB reserves the right to award to another “best value” successful

Respondent in case the original Awardee does not accept the award.

E) RESPONDENTS COSTS

The MLB is not liable for any costs incurred by any Respondent prior to signing of the Contract by all parties.

F) TAXES

The MLB may refuse to award a contract to any Respondent who has failed to pay any applicable taxes or if the Respondent has an outstanding debt to the State of Michigan or the

MLB.

Except as otherwise disclosed in an exhibit to the Proposal, Respondent certifies that all applicable taxes are paid as of the date the Respondent’s Proposal was submitted to the MLB and the Respondent owes no outstanding debt to the State of Michigan or the MLB.

G) CONFLICT OF INTEREST

The Respondent must disclose, in an exhibit to the proposal, any possible conflicts of interest that may result from the award of the Contract or the services provided under the Contract.

Except as otherwise disclosed in the proposal, the Respondent affirms that to the best of its knowledge there exists no actual or potential conflict between the Respondent, the Respondent’s project manager(s) or its family’s business or financial interests (“Interests”) and the services provided under the Contract. In the event of any change in either Interests or the services provided under the Contract, the Respondent will inform the MLB regarding possible conflicts of interest which may arise as a result of such change and agrees that all conflicts shall be resolved to the MLB’s satisfaction or the Respondent may be disqualified from consideration under this RFP. As used in this Section, “conflict of interest” shall include, but not be limited to, the following:

1) Giving or offering a gratuity, kickback, money, gift, or anything of value to a MLB official, officer, or employee with the intent of receiving a contract from the MLB or favorable treatment under a contract;

2) Having or acquiring at any point during the RFP process or during the term of the

Contract, any contractual, financial, business or other interest, direct or indirect, that would conflict in any manner or degree with Respondent’s performance of its duties and responsibilities to the MLB under the Contract or otherwise create the appearance of impropriety with respect to the award or performance of the Contract; or

3) Currently in possession of or accepting during the RFP process or the term of the

Contract anything of value based on an understanding that the actions of the Respondent or its affiliates or Interests on behalf of the MLB will be influenced.

H) BREACH OF CONTRACT

Except as otherwise disclosed in an exhibit to Respondent’s proposal, Respondent is not in material default or breach of any contract or agreement that it may have with the State of Michigan or any of its departments, commissions, boards or agencies, or any other public body in the State of Michigan. Further, Respondent represents and warrants that it has not been a party to any contract with the State of Michigan or any public body that was terminated within the previous five (5) years because the Respondent failed to perform or otherwise breached an obligation of such contract.

I) DISCLOSURE OF LITIGATION

Except as otherwise disclosed in an exhibit to Respondent’s proposal, there is no criminal litigation, investigations or proceedings involving the Respondent (and each subcontractor, if subcontractors will be used to provide the goods/services requested under this RFP) or any of the Respondent’s officers or directors or any litigation or proceedings under the Sarbanes-Oxley Act. In addition, Respondents must disclose in the exhibit requested under this Section of the RFP any civil litigation, arbitration or proceeding to which the Respondent (or, to the extent Respondent is aware, any subcontractor) is a party and which involves: (1) disputes that might reasonably be expected to adversely affect the viability or financial stability of the Respondent (or subcontractor); or (2) a claim or written allegation of fraud or breach of contract against Respondent (or, to the extent Respondent is aware, subcontractor), by a governmental or public entity arising out of their business dealings with governmental or public entities. Details of any settlements which Respondent is prevented from disclosing under the terms of the settlement may be annotated as such. Respondents must also disclose any investigations by the Internal Revenue Service or any other federal or state taxing body or court.

J) FALSE INFORMATION

If the MLB determines that a Respondent purposefully or willfully submitted false information in response to this RFP, the Respondent will not be considered for an award and any resulting Contract that may have been executed may be terminated.

K) ADDITIONAL DISCLOSURE

All Respondents should be aware that proposals submitted to the MLB in response to this RFP may be subject to disclosure under the provisions of Public Act 442 of 1976, as amended, known as the Freedom of Information Act (“FOIA”). Accordingly, confidential information should be excluded from Respondents’ proposals. Respondents, however, are encouraged to provide sufficient information to enable the MLB to determine the Respondent’s qualifications and to understand or identify areas where confidential information exists and could be provided. The FOIA also provides for the complete disclosure of the Contract and any attachments or exhibits thereto.

L) BEST AND FINAL OFFER

At any time during the evaluation process, the JEC may request a Best and Final Offer (“BAFO”) from any Respondent. This will be the final opportunity for a Respondent to provide a revised proposal. The scope of the changes allowed in the BAFO will be published as part of the issuance of the BAFO request.

Respondents are cautioned to propose the best possible offer at the outset of the process, as there is no guarantee that any Respondent will be allowed an opportunity to engage in Pricing Negotiations or requested to submit a Best and Final Offer.

M) CLARIFICATION/CHANGES IN THE RFP

Changes made to the RFP as the result of responses made to qualifying questions or concerns will be sent to each invited Respondent. Applicants are encouraged to regularly check their email for changes or other information related to the RFP.

If the initial proposal period does not produce a viable Proposal, the MLB may, at its discretion, extend the proposal period until it receives a viable Proposal. Timelines will be moved to correspond to the accepted proposal date. Notification of a proposal extension will be made on MLB’s website. The first qualifying Proposal that is received and accepted will end the extension period.

N) ELECTRONIC BID RECEIPT

YOUR SUBMISSION MUST BE RECEIVED AS NOTED ON THE RFP/Q COVER PAGE.

Respondents are responsible for timely submission of their documentation. THE MLB HAS NO

OBLIGATION TO CONSIDER ANY SUBMISSION THAT IS NOT RECEIVED BY THE

APPOINTED DATE AND TIME.

O) RESERVATION OF MLB DISCRETION

Notwithstanding any other statement in this RFP, the MLB reserves the right to:

1) reject any and all proposals;

2) waive any errors or irregularities in the bidding process or in any proposal;

3) rebid the project;

4) negotiate with any Respondent for a reduced price, or for an increased price to include any alternates that the Respondent may propose;

5) revise or reduce the scope of the project, and rebid or negotiate with any Respondent regarding the revised project;

6) defer or abandon the project

7) amend or revise the RFP; or

8) request clarification of information submitted and to request additional information of one or more Respondents.

The MLB’s decision is final and not subject to appeal. Any attempt by an applicant, collaborating entity, or other party of interest to the project to influence the awards process, to appeal, and/or take any action, including, but not limited to, legal action, regarding the proposal or awards process in general may result in the applicant’s disqualification and elimination from the award process.

P) JURISDICTION

The laws of the State of Michigan shall govern this Agreement. The Parties shall make a good faith effort to resolve any controversies that arise regarding this Agreement. If a controversy cannot be resolved, the Parties agree that any legal actions concerning this Agreement shall be brought in the Michigan Court of Claims or, as appropriate, the Ingham County Circuit Court in Ingham County, Michigan. By signing this Agreement, Respondent acknowledges that it is subject to the jurisdiction of this court and agrees to service by first class or express delivery wherever Contractor resides, in or outside of the United States.

R) ADDITIONAL CERTIFICATION

Pursuant to Public Act 517 of 2012, an Iran linked business is not eligible to submit a bid on a request for proposal, with a public entity.

Respondents must certify on the Cover Sheet that it is not an Iran-linked business as defined in

MCL 129.312.

Failure to submit this certification will result in disqualification from consideration.

SECTION IV

CONTRACTUAL TERMS AND CONDITIONS

A) CONTRACT TERMS AND CONDITIONS

1) The Contract – The proposal selected will be subject to the terms and conditions of the MLB’s Professional Services Contract (the “Contract“) upon execution of the Contract by the MLB and Respondent. The standard terms and conditions of the Contract are attached to this RFP as Attachment C.

2) Term of Work – It is estimated that the activities in the proposed Contract will cover the an initial period from January 1, 2019 through September 30, 2019, with an option for two additional annual extensions corresponding with the State of Michigan’s fiscal year.

3) Modification of Service – The MLB reserves the right to modify the requested services during the course of the contract. Such modifications must be made in writing and may include the addition or deletion of tasks or any other modifications deemed necessary.

Any changes in pricing proposed by the Respondent resulting from the requested changes are subject to acceptance by the MLB

In the event changes are not acceptable to the MLB, the contract shall be subject to competitive bidding based upon the new specifications.

4) Subcontracting – The MLB reserves the right to approve any subcontractors for the Contract and to require the Respondent, upon award of the contract, to replace subcontractors that the MLB finds to be unacceptable.

5) Award of Contract – The MLB reserves the right to award all or any part of this RFP and, based on what is in the best interest of the MLB, the MLB will award the contract considering price, value and quality of the bids.

B) SUCCESSFUL RESPONDENT RESPONSIBILITIES

The successful Respondent will be required to assume responsibility for all contractual activities offered in this RFP whether or not the Respondent performs them. Further, the MLB will consider the successful Respondent to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract.

C) ACCEPTANCE OF PROPOSAL CONTENT

If awarded a contract, the contents of this RFP will become contractual obligations. The following constitute the complete and exclusive statement of the agreement between the parties as it relates to this transaction:

1) This RFP (including subsequent written clarification provided in response to questions raised by email) and any Addenda thereto; and

2) Final executed contract.

In the event of any discrepancies between the above documents, the final executed contract shall control. Failure of the successful Respondent to accept these obligations may result in cancellation of the award.

ATTACHMENT A

Request for Proposal/Qualification Response Cover Sheet Form (Attach as a cover sheet to your Technical Submission file)

General Information:

Firm Legal Name: SIGMA ID #*:

Firm’s DBA (if any):

Firm’s Address:

Firm’s Telephone #: Fax #:

Contact Name: Contact’s Telephone #:

Contact’s Email Address:

Name of Authorized Signatory for the firm:

Michigan Limited Liability Company Michigan Corporation

Other:

Check if firm qualifies as any of the following: DBE MDE WBE

CERTIFICATIONS-Authorized Signatory to initial each of the following, as applicable:

_____ Respondent certifies that it is not an Iran-linked business as defined in MCL 129.312.

_____ Respondent certifies that taxes are paid to federal, state, and local jurisdictions as of this date.

_____ Respondent certifies that owes no outstanding debt to the State of Michigan or MLB.

_____ Respondent certifies that: (check one)

� To the best of its knowledge, there exists no actual or potential conflict of interest between Respondent, Respondent’s project manager(s) or its family’s business or financial interests (“Interests”) and the service provided under a potential Contract.

� That there is an actual or potential conflict which is explained in the submittal.

GEOGRAPHICAL AREA(S): Check the areas your firm can service: Statewide OR

Upper Peninsula Northern Lower Peninsula Mid-Michigan SE Michigan SW Michigan

Date:

Signature of Authorized Signatory

*Your SIGMA ID Number is located in your State of Michigan vendor file. If you are not currently registered as a vendor with the State of Michigan, you may go to: www.michigan.gov/SIGMAVSS and register. If you have any problems, please contact the SIGMA helpline at 1-800-856-6246.

http://www.michigan.gov/SIGMAVSS

ATTACHMENT B

INDEPENDENT PRICE DETERMINATION AND

PRICES HELD FIRM CERTIFICATION

INDEPENDENT PRICE DETERMINATION

By submission of a proposal, the Respondent certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, that in connection with this proposal:

1. The prices in the proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition as to any matter relating to such prices with any other Respondent or with any competitor;

2. Unless otherwise required by law, the prices which have been quoted in the proposal have not been knowingly disclosed by the Respondent and will not knowingly be disclosed by the Respondent prior to award directly or indirectly to any other Respondent or to any competitor; and

3. No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not submit a proposal for the purpose of restricting competition.

Each person signing the proposal certifies that she/he:

A) Is the person in the Respondent's organization responsible within that organization for the decision as to the prices being offered in the proposal and has not participated (and will not participate) in any action contrary to 1, 2, and 3 above; or

B) Is not the person in the Respondent's organization responsible within that organization for the decision as to the prices being offered in the proposal but has been authorized, in writing, to act as agent for the persons responsible for such decision in certifying that such persons have not participated (and will not participate) in any action contrary to 1, 2, and 3 above.

A proposal will not be considered for award if this Attachment B has been altered so as to delete or modify 1 or 3, above. If 2, above, has been modified or deleted, the proposal will not be considered for award unless the Respondent provides, with this Attachment B, a signed statement which sets forth, in detail, the circumstances of the disclosure and the MLB determines that such disclosure was not made for the purpose of restricting competition.

PRICES HELD FIRM

LENGTH OF TIME PRICES ARE TO BE HELD FIRM: All rates quoted in Respondent’s response to this RFP will be firm for the duration of the Contract. No price changes will be permitted.

Signed:

Print Name:

Date:

ATTACHMENT C

PROFESSIONAL SERVICES CONTRACT

TERMS AND CONDITIONS

The Michigan Land Bank Fast Track Authority (the “MLB”) enters into a binding agreement for professional services (the “Agreement”) with {SUCCESSFUL RESPONDENT NAME} (the “Successful Respondent”). The MLB and Successful Respondent shall sometimes be referred in this Agreement individually as a “Party” or collectively as “Parties”.

Successful Respondent:

{Name} {Address} {Address}

I. NATURE OF SERVICES

Title work services are required throughout the state of Michigan on owned, or believed to be owned, properties by the MLB. Such title work shall be the precursor of future quiet title action or sale of subject properties.

II. PERFORMANCE SCHEDULE

Starting Date: January 1, 2019 Ending Date: October 31, 2019

The term of this Agreement (the “Term”) shall begin on the Starting Date and end on the Ending Date, unless terminated earlier, as permitted under Section V(J) of this Agreement.

III. COMPENSATION INFORMATION

A) The MLB agrees to pay successful Respondent an amount not to exceed $XXX during the Term based on quoted per unit price.

B) Payment(s) Payment(s) under this Agreement shall be made by the MLB to Successful Respondent upon receipt and approval by the Contract Manager of Successful Respondent's billing statement(s) stating that the work for which payment is requested has been appropriately performed. Successful Respondent shall provide Successful Respondent’s billing statement(s) to Contract Manager or at Contract Manager’s direction on a monthly basis. Contract Manager shall provide Successful Respondent with appropriate submission instructions of Successful Respondent’s billing statement(s).

C) All billing statement(s) must reflect actual work done. The specific details of billing statement(s) and payments will be agreed upon between the Contract Manager and the Successful Respondent after the Agreement has been signed and accepted by both the Successful Respondent and the MLB.

D) Public Act 533 of 2004 requires that payments under this Agreement be processed by electronic funds transfer (EFT). Successful Respondent is required to register to receive payments by EFT at the State Integrated Governmental Management Applications (SIGMA) Vendor Self Service (VSS) website (www.michigan.gov/VSSLogin).

E) Changes in the budget will be allowed only upon prior review and written approval by the

Contract Manager.

F) Successful Respondent’s billing statement(s) may be subject to a final audit prior to the release of final payment.

IV. MLB CONTRACT MANAGER

Successful Respondent should communicate with the following MLB representative or designee regarding this Agreement:

Linda Horak (the “Contract Manager”)

300 North Washington Square horakl@michigan.gov

V. TERMS AND CONDITIONS

A) Successful Respondent Duties

Successful Respondent agrees to undertake, perform, and complete the services described in Exhibit A, the Request for Proposals entitled {“TITLE,”} which is incorporated herein by reference. In the event of any inconsistency between the provisions of Exhibit A and this Agreement, the provisions of this Agreement shall control.

B) Independent Successful Respondent

Successful Respondent will act as an independent contractor under this Agreement, and neither Successful Respondent nor any employee or agent or contract personnel of Successful Respondent is, or shall be deemed to be, an employee of the MLB due to this Agreement and the relationship between Successful Respondent and MLB. In its capacity as an independent contractor, Successful Respondent agrees to and represents the following:

1) Successful Respondent will provide the services under this Agreement free from the direction or control of the MLB as to means, manners, and methods of performance;

2) Successful Respondent has the right and does fully intend to perform services for third parties during the Term;

3) Successful Respondent acknowledges that any work product developed by

Successful Respondent in performance of this Agreement shall be the sole property of the MLB and the MLB shall have the right to copyright or otherwise protect its rights in and ownership of the work product;

http://www.michigan.gov/VSSLogin mailto:horakl@michigan.gov

4) The services required by this Agreement shall be performed by Successful Respondent, or Successful Respondent’s employees or contract personnel, and the MLB shall not hire, supervise, or pay any assistants to help Successful Respondent;

5) Neither Successful Respondent nor Successful Respondent’s employees or contract personnel shall receive any training from the MLB in the professional skills necessary to perform the services required by this Agreement;

6) Neither Successful Respondent nor Successful Respondent’s employees or contract personnel shall be required by the MLB to devote full time to the performance of the services required by this Agreement; and

7) Successful Respondent does not receive the majority of its annual compensation from the MLB.

The Parties acknowledge and agree that the MLB is entering into this Agreement with reliance on the representations made by Successful Respondent relative to its independent contractor status.

C) Permits and Licenses

Successful Respondent declares that Successful Respondent has complied with all federal, state and local laws requiring any business permits, certificates or licenses required to carry out the services to be performed under this Agreement, and Successful Respondent will maintain those permits, certificates and/or licenses throughout the Term.

D) Materials

Successful Respondent will furnish all materials, equipment and supplies used to provide the services required by this Agreement.

E) State and Federal Taxes

The MLB will not:

1) Withhold FICA (Social Security and Medicare taxes) from Successful Respondent’s payments or make FICA payments on Successful Respondent’s behalf; or

2) Make state or federal unemployment compensation contributions on Successful

Respondent’s behalf, or withhold state, federal or local income tax from Successful Respondent’s payments.

Successful Respondent shall pay all taxes incurred while performing services under this Agreement, including, but not limited to all applicable income taxes. If requested by the MLB, Successful Respondent shall provide proof that such payments have been made.

F) Fringe Benefits

Successful Respondent understands that neither Successful Respondent nor Successful Respondent’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the MLB.

G) Workers’ Compensation

The MLB shall not obtain workers’ compensation insurance on behalf of Successful Respondent or Successful Respondent’s employees. If Successful Respondent hires employees to perform any work under this Agreement, Successful Respondent shall cover them with workers’ compensation insurance and shall maintain such insurance during the Term. Statutory coverage or proof acceptable to MLB of approval as a self-insurer by the State of Michigan with minimum limits as follows:

1) Workers’ Compensation – statutory;

2) Employer’s Liability - $100,000 each accident/$100,000 disease – each employee; and

3) $500,000 disease – policy limit.

The MLB may, in its discretion, require Successful Respondent to provide evidence of such coverage.

H) Unemployment Compensation

The MLB shall make no state or federal unemployment compensation payments on behalf of Successful Respondent or Successful Respondent’s employees or personnel.

Successful Respondent will not be entitled to these benefits in connection with work performed under this Agreement. If Successful Respondent files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by Successful Respondent shall be deducted from and be an offset against the amount of compensation due and payable to Successful Respondent by the MLB under this Agreement.

I) Access to Records

During the Term, and for seven (7) years after the Ending Date, Successful Respondent shall maintain reasonable records, including evidence that the requested services actually were performed and the identity of all individuals paid for such services, and shall allow access to those records by the MLB or its authorized representative at any time during this period.

J) Termination

Either Party may terminate its obligations under this Agreement by giving the other Party thirty (30) calendar days prior written notice of such termination.

The MLB may immediately terminate this Agreement upon written notice to Successful Respondent if Successful Respondent materially breaches its obligations under this

Agreement or engages in any conduct which the MLB, in its sole discretion, determines has or could have an adverse impact on the State of Michigan’s (the “State”) or the MLB’s reputation or interests. In addition, the MLB may immediately terminate this Agreement upon written notice to Successful Respondent, without further liability to the MLB or the State, its departments, agencies, and employees, if Successful Respondent, an officer of Successful Respondent, or an owner of a 25% or greater share of Successful Respondent is convicted of a criminal offense relating to a State, public, or private contract or subcontract;

or convicted of a criminal offense including, but not limited to, any of the following:

embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, attempting to influence a public employee to breach the ethical conduct standards for State employees; convicted under state or federal antitrust statutes; or convicted of any other criminal offense which, in the sole discretion of the MLB, reflects on Successful Respondent’s business integrity.

Successful Respondent acknowledges that MLB’s performance of its payment obligation is dependent upon the continued approval of funding and/or the MLB’s continued receipt of State funding. In the event that the State Legislature, the State Government or any State official, public body corporate, commission, authority, body or employees, including the MLB: (a) takes any action which fails to provide, terminates or reduces the funding that is related to the source of funding for this Agreement; or (b) takes any action that is unrelated to the source of funding for this Agreement, but affects the MLB’s ability to perform obligations under this Agreement, the MLB may terminate this Agreement by providing thirty

(30) calendar days notice prior to the effective date of cancellation. In the event, however, that the action of the State Legislature, the State of Michigan or MLB results in an immediate absence or termination of funding, this Agreement may be terminated effective immediately upon delivery of notice to the…