RFP 25-3745C Board Meeting Software.pdf

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SUBURBAN MOBILITY AUTHORITY for REGIONAL TRANSPORTATION

REQUEST FOR PROPOSALS

Board Meeting Software Control No. 25-3745C

Prepared by: Caleb Barrett

SMART

Procurement Department-Buhl Building 535 Griswold Street, Suite 600 Detroit, MI 48226

Return to Attention of: Caleb Barrett bids@smartbus.org

RFP Control Number: 25-3745C RFP Due Date: 3:00 PM Eastern Time, May 1, 2025

VENDOR NAME: _____________________________________________________

REPRESENTATIVE NAME: _____________________________________________

STREET ADDRESS: ___________________________________________________

CITY, STATE, ZIP: ____________________________________________________

PHONE: __________________________EMAIL: ____________________________

mailto:bids@smartbus.org ii

TABLE OF CONTENTS

1.00 INTRODUCTION AND STATEMENT OF WORK

1.01 INTRODUCTION AND SMART CONTACT INFORMATION

1.02 TERM OF THE CONTRACT

1.03 SCOPE OF WORK/TECHNICAL SPECIFICATIONS AND OBJECTIVE

2.00 SOLICITATION PROCEDURES

2.01 SOLICITATION SCHEDULE

2.02 PRE-PROPOSAL CONFERENCE

2.03 OFFEROR COMMUNICATIONS

2.04 ADDENDA TO THE RFP

2.05 PROPOSAL CONTENT REQUIREMENTS AND PROPOSAL SUBMISSION

2.06 MODIFICATION OR WITHDRAWAL OF PROPOSALS

2.07 PROPOSAL EVALUATION, NEGOTIATION, AND SELECTION

2.08 QUALIFICATION REQUIREMENTS

2.09 EVALUATION CRITERIA

2.10 DETERMINATION OF THE COMPETITIVE RANGE

2.11 BEST AND FINAL OFFERS (BAFO)

2.12 NOTICE OF INTENT TO AWARD, AND CONTRACT AWARD

2.13 PROTESTS

2.14 EFFECT OF TERMINATION OR SUSPENSION OF CONTRACTOR ON OTHER CONTRACTOR AND BIDDERS .. 6

3.00 REQUIRED FORMS AND SUBMISSIONS

3.01 PRICING SCHEDULE

3.02 ACKNOWLEDGEMENT OF ADDENDA

3.03 OFFER AND AWARD

3.04 REQUEST FOR CLARIFICATION

3.05 PROPOSAL DEVIATION

3.06 EEO / AFFIRMATIVE ACTION COMPLIANCE

3.08 DEBARMENT AND SUSPENSION CERTIFICATION

3.09 CONFLICT OF INTEREST CERTIFICATION

4.00 GENERAL CONTRACTUAL PROVISIONS

4.01 CONTRACT, CONTRACT DOCUMENTS, AND CONFLICTS

4.02 AMENDMENTS

4.03 CHANGE ORDERS

4.04 RFP AND PROPOSAL OMISSIONS

4.05 GOVERNING LAW AND PARTIES; VENUE AND DISPUTES

4.06 COMPLIANCE WITH LAW

4.07 NONDISCRIMINATION

4.08 PRICE ADJUSTMENT FOR REGULATORY CHANGES

4.09 PAYMENT AND RETAINAGE

4.10 CANCELLATION OF PROCUREMENT

4.11 INDEMNIFICATION

4.12 RECORDS

4.13 TERMINATION OR SUSPENSION FOR CONVENIENCE

4.14 TERMINATION OR SUSPENSION FOR DEFAULT

4.15 SMART’S RIGHT TO DO WORK

4.16 CONFIDENTIALITY OF PROPOSALS

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4.17 SUCCESSION, ASSIGNMENT, AND SUBCONTRACTING

4.18 SURVIVABILITY AND SEVERABILITY

4.19 WAIVER

4.20 INCORPORATION OF RFP DOCUMENT

4.21 WARRANTY

4.22 ELECTRONIC SIGNATURE

5.00 REQUIRED SUBMISSIONS FOR SELECTED VENDOR(S) AFTER NOTICE OF INTENT TO

AWARD

1.00 INTRODUCTION AND STATEMENT OF WORK

1.01 Introduction and SMART Contact Information

This Request for Proposals (RFP) is being solicited by the Suburban Mobility Authority for Regional Transportation (SMART), a public transportation authority in southeast Michigan that serves more than 10 million passengers annually.

1.02 Term of the Contract

SMART is interested in awarding a three (3) year contract with two (2) additional one (1) year options.

SMART shall have the full authority, at its sole and unilateral discretion, to exercise any options.

1.03 Scope of Work/Technical Specifications and Objective

The Suburban Mobility Authority for Regional Transportation (SMART) is soliciting competitive proposals from qualified vendors for Board Meeting Software. Smart is interested in purchasing board meeting management software with comprehensive features to facilitate efficient board meetings.

Proposals must include a detailed description of the software and its capabilities.

Offerors may be asked to perform a demonstration of their software and its capabilities during the evaluation process.

Software implementation and training is to be included.

Requests for substitutions, information, clarification, or questions must be submitted by the date and time listed in Section 2.01, “Solicitation Schedule.” For every approved equal requested, the Offeror shall demonstrate the quality of its product to SMART and shall furnish sufficient technical data, test results, or other information that SMART shall require, enabling SMART to determine whether the Offeror’s product is or is not equal to that specified.

Request For Proposals (RFP) Title: Board Meeting Software RFP Control Number: 25-3745C Date Advertised: April 9, 2025 Date Issued: April 4, 2025 Due Date: May 1, 2025 Time: 3:00 PM Eastern Time Location: See Section 2.05: Instructions for Electronic

Submission Purchasing Agent: Caleb Barrett E-mail Address: cbarrett@smartbus.org Telephone Number: (313) 223-2144 VP of Procurement: Sean Riopelle Project Manager: Tiffany Martin mailto:cbarrett@smartbus.org

2.00 SOLICITATION PROCEDURES

2.01 Solicitation Schedule

Pre-Proposal Conference (if applicable) (Section 2.02): N/A Requests for Clarification and Communications and Equal Performance Deadline (Section 3.04): 3:00 PM ET, April 17, 2025

Proposal Due Date and Time (Section 1.01): 3:00 PM ET, May 1, 2025

2.02 Pre-Proposal Conference

A Pre-Proposal Conference (including a site visit if applicable) will be held on the above date and time at . The project will be discussed at the meeting; however, no statements should be viewed as modifications to the RFP unless issued as addenda. Attendance is encouraged, but is not mandatory.

A Pre-Proposal Conference will not be held.

2.03 Offeror Communications

During the solicitation process, all forms of contact and correspondence in regard to any aspect of this solicitation shall only be with the Purchasing Agent identified in Section 1.01. Further, this Offer must be made based upon an independent price determination, and Offeror shall not have communications with others for the purpose of restricting competition. Any alleged breach of this Section may, at SMART’s sole discretion, result in the rejection of the breaching Offeror’s proposal and reporting of such conduct to any applicable governing authorities.

At any time before the Requests for Clarification and Communications Deadline (See Section 2.01), the Offeror may request a clarification, interpretation, or further explanation of any portion of this RFP. All such requests should be done on Request for Clarification form(s), as provided in Section

3.04. Offerors may also request approval of an item that deviates from the specifications stated in the Scope of Work. All such Requests and SMART’s responses will be issued as addenda and made available to all prospective bidders. Approval, denial, and any other response to requests are in the sole discretion of SMART.

2.04 Addenda to the RFP

SMART reserves the right to amend the RFP at any time prior to the Proposal Due Date. Any such amendments will be issued as addenda to the RFP, and will become part of the RFP. Addenda will be posted exclusively on the MITN website, www.mitn.info. All Offerors shall acknowledge the receipt of all addenda in their proposal. Failure to do so may result in the rejection of an Offeror’s proposal, at SMART’s sole discretion.

2.05 Proposal Content Requirements And Proposal Submission

Offerors must precisely follow all of the instructions of the RFP. All proposals must include the entire RFP document, as the combination of the RFP and the Offeror’s response form the Contract.

Failure to conform to all content and packaging requirements may result, at SMART’s sole discretion, in rejection of an Offeror’s proposal. Proposals shall be submitted in two separately sealed packages, marked “TECHNICAL PROPOSAL” and “PRICING PROPOSAL”. Electronic submission only. Email attachments shall contain RFP all pages and required documents. The company financials shall be sent as a separate email. The required contents of each package are described below:

TECHNICAL PROPOSAL

The Technical Proposal must include all information necessary for SMART to evaluate both the Offeror, and the Offeror’s proposal. It must include the entire RFP document and all issues of responsibility and responsiveness, as set out in Section 2.08, “Qualification Requirements”, and Section 2.09, “Evaluation Criteria”. Additionally, all required (non-pricing) forms, and any Deviation forms related to the Technical Proposal, shall be included and properly completed.

PRICING PROPOSAL

The Pricing Proposal shall include all information necessary for SMART to evaluate the Offeror’s proposed pricing, including any necessary supporting data. All required (pricing-related) forms including forms 3.01, 3.02 and 3.03, and any Deviations related to the Pricing Proposal, shall be included and properly completed.

Instructions for Electronic Submission:

1. Email to: bids@smartbus.org

2. Subject Line: SMART RFP No. 25-3745C Response – COMPANY NAME

3. Please number all pages of your document.

4. If your submission requires more than one email, please include behind your company name “Email 1 of 2” or “Email 2 of 2,” whatever applies.

5. Please note, all requirements and due date requirements will remain in place. Your electronic submission must arrive in the purchasing agent’s email no later than the due date and time.

If any issues should arise when submitting your bid, contact the purchasing agent via email at cbarrett@smartbus.org at least 2 hours prior to the cut off time. If you do not receive receipt acknowledgement of your submission, please contact the purchase agent.

2.06 Modification or Withdrawal of Proposals

A modification of a proposal already received will be accepted by SMART only if the modification is received prior to the proposal Due Date, is requested by SMART, or is made in response to a request for revised proposals. All modifications shall be made in writing and executed and submitted in the same form and manner as the original proposals.

An offeror may withdraw a proposal prior to the proposal Due Date by submitting to SMART a written request for withdrawal executed by the offeror’s authorized representative. The withdrawal of a proposal does not prejudice the right of an offeror to submit another proposal within the time set for receipt of proposals.

2.07 Proposal Evaluation, Negotiation, and Selection

Proposals will be evaluated, negotiated, and selected using the criterion and processes explained herein. In addition to disqualifying proposers and/or proposals based upon this process, SMART may, in its sole discretion, reject any or all proposals or Offerors for any reason. Additionally, offerors are hereby on notice that the lowest dollar cost bidder may not always be awarded a contract. Any and all Deviations, Clarifications, reservations, and additional or contradictory terms included in a bid may result in its rejection, at SMART’s sole discretion.

mailto:bids@smartbus.org mailto:cbarrett@smartbus.org

SMART also reserves the right to waive any defects or irregularities in any proposal, or to request that an Offeror provide any missing information and make corrections.

2.08 Qualification Requirements

Bids are first evaluated, as a threshold requirement to conduct business with SMART, to determine the responsibility of Offerors. If it is found that an offeror does not meet these requirements, that offeror is deemed non-responsible and their Bid will be excluded from consideration for Bid award. This determination is made in the sole discretion of SMART. Responsibility requirements are as follows:

A. Sufficient financial strength and resources and capability to finance the work to be performed and complete the contract in a satisfactory manner as measured by one of the following:

1. Offeror's financial statements prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and audited or reviewed by an independent certified public accountant authorized to practice in the jurisdiction of either SMART or the offeror. If offeror does not have audited or reviewed financial statements, offeror may provide complete copies of the prior two year’s signed federal tax returns.

2. Willingness of any parent company to provide the required financial guaranty evidenced by a letter of commitment signed by an officer of the parent company having the authority to execute the parent company guaranty as evidenced by a Corporate Resolution of the Parent Company. Such letter of commitment must be accompanied by the parent company’s financial statements prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and audited or reviewed by an independent certified public accountant.

It should be noted that this information is requested for internal evaluation purposes only, and like any other information which forms part of a proposer's submission, it will be held in strict confidence. However, once a proposer is selected, some or all the information submitted may be subject to the Freedom of Information Act, unless it qualifies as an exemption. If you would like anything kept confidential, please mark the materials as such.

Those materials will be returned to any proposers not selected. The materials of the selected vendor must be kept on file with SMART as part of the contract, however, in the event of a FOIA request, SMART will promptly notify the vendor and allow it the opportunity to seek judicial relief.

B. Evidence that the human and physical resources of the Offeror are sufficient to perform the Contract as specified and assure delivery of all equipment and/ or services within the time specified in the Contract. Examples of ways to demonstrate this are as follows:

1. Evidence of sufficient personnel staffing levels with sufficient skills, training, expertise, to complete the Contract as required and satisfy any circumstances that may arise during the Contract;

2. Evidence of sufficient equipment to complete the Contract as required and satisfy any circumstances that may arise during the Contract.

C. Evidence of satisfactory performance and integrity on past and current contracts.

Examples of ways to demonstrate this are as follows:

1. References from past and current clients;

2. Awards and accolades based upon similar past and current projects;

3. Prior contractual successes with SMART.

D. Compliance with all Equal Employment Opportunity laws and regulations. This may only be evidenced by proper completion of Form 3.06, “EEO / Affirmative Action Compliance”.

2.09 Evaluation Criteria

If a proposal has been determined to meet all Qualification Requirements and is not otherwise rejected, it is then evaluated based upon pricing and Evaluation Criteria for determining the competitive range or selection of a proposal for potential award.

Any and all Deviations, Clarifications, reservations, and additional or contradictory terms included in a proposal that did not result in rejection will be evaluated in this Section according to what evaluation criteria they affect. The evaluation criteria are listed in relative order of importance:

• Price – 30 Points

• Overview of Vendor’s Proposal – 30 Points

• Qualifications and Experience of Vendor – 25 Points

• References and Experiences of Recent Clients for Similar Services – 15 Points

2.10 Determination of the Competitive Range

If proposal evaluation as explained in Section 2.08 and Section 2.09 does not provide sufficient information for SMART to select a proposal for potential award, SMART may, at its sole discretion, establish a competitive range of proposals for further discussion with SMART.

Proposals Not Within the Competitive Range

Proposals that have been determined to be outside of the competitive range, and unable to be made within the competitive range at SMART’s discretion, will be excluded from further evaluation and will not be considered for award.

Proposals within the Competitive Range

The Offerors who are found by SMART to be within the competitive range, or whose proposals may be made to be within the competitive range (at SMART’s discretion), will be notified in writing.

SMART will then undertake to further evaluate the remaining Offerors through interviews, requests for clarifications, site visits, or any other analysis determined by SMART to be probative of the Offeror’s ability to perform the Contract.

Any and all Deviations, Clarifications, reservations, and additional or contradictory terms included in a proposal may be negotiated at this time. Failure to come to a resolution acceptable to SMART may result in the rejection of that proposal from further consideration, at SMART’s sole discretion.

No information, financial or otherwise, will be provided to any Offeror about any of the proposals from other Offerors within the competitive range during this process, and Offerors will not be told of their rankings in relation to other Offerors.

2.11 Best and Final Offers (BAFO)

After further evaluation of the competitive range has been completed, each Offeror in the competitive range may be afforded, at SMART’s sole discretion, the opportunity to amend its proposal and make its BAFO. SMART may also use the BAFO process, in the issuance of a Request for Revised Proposals, to clarify, modify, delete, or add work or terms to any portion of the RFP.

Any modifications to the initial proposal made by an Offeror shall be clearly identified in its BAFO.

SMART will make any appropriate adjustments to the initial evaluation scores for any criteria which have been affected by modified or supplemental information supplied in the BAFO.

2.12 Notice of Intent to Award, and Contract Award

Once SMART has determined the Offeror to which it intends to award the Contract, a Notice of Intent to Award letter will be sent to that Offeror requesting all Required Submissions, which are listed in Article 5.00. Failure to submit satisfactory documents within ten (10) business days may result, at SMART’s sole discretion, in the contract being awarded to an alternative offeror. These documents must be accepted prior to initiation of work under the Contract. The Notice of Intent to Award does not bind SMART, and is not an acceptance of the Offer.

The acceptance of an Offer for award, if made, shall be evidenced only by a fully executed Offer and Award Form, Form 3.03, delivered in person, by mail, or electronically to the Offeror whose Offer is accepted. No other act by SMART shall evidence acceptance of an Offer. Such notice shall obligate said Offeror to commence performance under the Contract.

2.13 Protests

Interested parties, as defined by FTA Circular 4220.1F, that believe they have been aggrieved by a solicitation or the award of any resulting contract may file a written notice of protest with the General Manager of SMART. This must be via certified mail, with a copy served upon SMART’s General Counsel in the same manner. The General Manager or their designee shall review and determine the merits of any such protest. The General Manager may, at their sole discretion, schedule a hearing on the protest and/or receive evidence or legal argument from any interested party, but shall not be bound by the rules of evidence nor formal procedure. The General Manager shall issue their conclusion to the protesting party in writing via certified mail, and shall also advise the SMART Board of Directors.

Protests addressing the adequacy of the solicitation process, and all solicitation documents, must be received by the General Manager no later than five (5) business days before the Proposal Due Date (See Section 1.01). Notice of protest of the award of a solicitation must be received by the General Manager no more than five (5) business days after the SMART Board of Directors has authorized the General Manager to award a contract for that solicitation. Failure to adhere to these time limitations will result in the protested issue(s) being waived by all parties.

All determinations made by the General Manager are final. Review of protests and the disposition thereof filed with the FTA are governed by FTA Circular 4220.1F, as amended. All protests shall be made in accordance with any and all applicable laws, regulations and ordinances.

2.14 Effect of Termination or Suspension of Contractor on Other Contractor and Bidders In the event the primary vendor is suspended or terminated, SMART reserves the right in its sole discretion to make the secondary vendor the primary vendor or to contract with a different contractor that either previously bid in response to this solicitation or through other contracting procedures consistent with SMART’s contracting policy to be the primary vendor.

SMART has the sole discretion to follow these same procurement procedures if the secondary vendor is terminated or suspended and SMART chooses to replace the secondary vendor.

3.00 REQUIRED FORMS AND SUBMISSIONS

Forms 3.01-3.09. must be completed and included in the Offeror’s Response to the Proposal, even though some may not seem to apply to this solicitation. Failure to complete any of these forms may result, at SMART’s sole discretion, in the rejection of that proposal. Forms 3.01, 3.02, and

3.03 shall be submitted with the Price Proposal. The remaining forms shall be submitted with the Technical Proposal.

Article 5.00, Required Submissions for Selected Vendor after Notice of Intent to Award, details all submissions the successful Offeror must produce before being awarded the Contract. When SMART has chosen an Offeror to which it intends to award the Contract, a Notice of Intent to Award letter, see Section 2.12, will be sent to the recommended vendor and will require all submissions prior to the award of the Contract.

3.01 Pricing Schedule

The Offeror hereby offers to furnish to SMART all goods and/or services at the prices as proposed below, pursuant to all requirements, terms, and conditions as stated in RFP 25-3745C and response.

Prices provided must be inclusive of all costs and fees, including but not limited to those fees imposed by Federal, state, and local governments. No additional fees will be accepted.

Alternative pricing schemes may be proposed, provided that they are in addition to a base proposal, and shall be included with the Pricing Proposal.

Pricing shall be valid for 120 days after the RFP due date.

Pricing shall be firm and fixed for the entire contract and shall be invoiced annually.

Software implementation and training is to be included.

Description

Year 1

Year 2

Year 3 Option Year 1 Option Year 2

Board Meeting Software

*Provide as an attachment detail of the solution description with timeline and price proposed.

NAME OF OFFEROR: __________________________________

3.02 Acknowledgement of Addenda

Addenda are published on the Michigan Intergovernmental Trade Network website, www.mitn.info. Failure to acknowledge all addenda may result in rejection of any such proposal, at SMART’s sole discretion.

The Offeror acknowledges receipt of the following addenda. If the RFP 25-3745C did not have any addenda, please submit this form filled out as “NOT APPLICABLE”.

Addendum Number __________________, Dated _______________

Addendum Number __________________, Dated _______________

Addendum Number __________________, Dated _______________

Addendum Number __________________, Dated _______________

Name of Offeror: ____________________________

Signature Of Authorized Signer: _______________ __________

Name And Title of Offeror’s Authorized Official: ________________________________________ http://www.mitn.info/

3.03 Offer and Award

By executing below, the Offeror hereby offers to furnish equipment and services as proposed, pursuant to all requirements, terms, and conditions as stated in the RFP and response, and incorporated in SMART’s Request for Proposal No. 25-3745C. Offeror stipulates that all terms of the Contract are negotiated, and that the consideration for this Contract is real and not merely a recital. This Contract is valid and enforceable with electronic, facsimile, and mechanically reproduced signatures, and if separately countersigned. This Offer shall remain open and valid until the award of this Contract, or until the withdrawal of this solicitation, whichever is greater.

Offer: Company Name: _________________________

Street Address: _________________________

City, State, Zip: _________________________

Legal Entity (Check One): ☐Individual / Sole Proprietor ☐C Corporation ☐S Corporation ☐Partnership ☐Trust / Estate ☐Limited Liability Company

State of Incorporation: _________________________

Tax ID Number: _________________________

Name of Authorized Official: _________________________

Signature of Offeror’s Authorized Official: _________________________

Title of Offeror’s Authorized Official: _________________________

Date: _________________________

By executing below, SMART accepts the Offer as indicated above.

Award:

Name and Title of SMART Official

Signature Date

3.04 Request for Clarification

This form must be used to request clarifications, changes, substitutions, explanations, or approval of items equal to items with specified brand names. This form must be submitted by the Requests for Clarification and Communications Deadline, noted in Section 2.01. Each request must be submitted on a separate form.

Multiple questions on the same form will not be answered. Attach additional pages if necessary. If Offeror has no Requests for Clarification, please submit this form filled out as “NOT APPLICABLE”.

RFP Control Number: 25-3745C Request Number: ____________

Clarification Regarding RFP Section: _____________

Clarification:

Reason/Rationale for Request:

NAME OF OFFEROR: ____________________________

SMART Response:

3.05 Proposal Deviation

This form must be completed for each condition, exception, reservation, understanding, additional or contradictory terms, etc. (i.e. deviation) in Offeror’s proposal. Any and all deviations and rationale must be explicitly stated so that they may be properly evaluated. Deviations which SMART finds ambiguous, unfavorable, or unacceptable may result in lowered proposal evaluation scoring, or may result in the rejection of the proposal, at SMART’s sole discretion. Copies of this form must be submitted for each deviation. Attach additional pages if necessary. If Offeror has no Proposal Deviations, please submit this form filled out as “NOT APPLICABLE”.

RFP Control Number: 25-3745C Deviation Number: __________

Deviation Regarding RFP Section: _________________

Deviation:

Reason for deviation:

NAME OF OFFEROR: ____________________________

3.06 EEO / Affirmative Action Compliance

SMART only conducts business with Offerors who are Equal Opportunity Employers. Offerors must complete this form regarding compliance. Offerors must comply with SMART’s nondiscrimination requirements as set forth in Section 4.07, “Nondiscrimination”.

Additionally, certain contractors that are awardees of federally-funded contracts are required to file affirmative action plans with government agencies as set forth in Executive Order 11246 and its implementing regulations, 41 C.F.R. Chapter 60. Please note that while Offeror may receive funds from, and provide transit-related employees to, other FTA direct and sub-recipients, this should not be considered when answering the questions below. To assist SMART in determining whether Offeror is required to have such a plan on file, please answer the following questions:

1. Does Offeror employ over fifty (50) transit-related employees1 to fulfill duties for SMART’s federally-funded transit projects? ____ Yes ____ No

2. Has Offeror completed in excess of $1,000,000 in contracts with SMART in the past year? ____ Yes ____ No

If Offeror answered “Yes” to both questions, please provide SMART with a copy of your Affirmative Action Plan and state below which government agency currently has Offeror’s Affirmative Action Plan on file:

Offeror hereby affirms compliance with all Equal Employment and applicable Affirmative Action requirements as required by law and as set forth herein.

Name of Offeror: _________________________

Signature of Offeror’s Authorized Official: _________________________

Name and Title of Offeror’s Authorized Official: _________________________

Date: _________________________

Should you have any questions or concerns regarding the completion of this form, or compliance provisions set forth herein, please contact:

Candice Fowler, EEO/External Drug & Alcohol Compliance Assistant

SMART

Buhl Building, Suite 600 535 Griswold Detroit, MI 48226 Phone: (313) 223-2167 cfowler@smartbus.org

1 “Transit-related employee” refers to an employee of an FTA applicant, recipient, subrecipient, or contractor who is involved in any aspect of an agency’s (i.e., SMART’s) public transit operation funded by FTA. 49 CFR 4704.1a Sections 1.4 and 1.6.

3.08 Debarment and Suspension Certification

Certification of Primary Participation Regarding Debarment, Suspension and Other Responsibility Matters

Offeror certifies, to the best of its knowledge and belief, that it and each of its principals:

1. Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily or involuntarily excluded from covered transactions by any Federal department or agency;

2. Has not, within the preceding three years, been convicted of or had a civil judgment rendered against him, her for or it commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction; violation of Federal or State antitrust statutes, including those proscribing price fixing between competitors, allocation of customers between competitors, and bid rigging; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or commission of any other offense indicating a lack of business integrity or business honesty;

3. Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any offense described in paragraph 2 of this certification;

4. Has not, within the preceding three years, had one or more public transactions (Federal, State, or local) terminated for cause or default.

The certification in this clause is a material representation of fact relied upon by SMART. If it is later determined that the bidder or proposer provided an erroneous certification, in addition to remedies available to SMART to terminate or suspend the contract arising from this solicitation, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 48 C.F.R. Part 9 and 2 C.F.R. Part 180 and any other disclosures required in this Section while this offer is valid and throughout the period of any contract that may arise from this offer, and has the affirmative obligation to notify SMART in writing to the contracting officer and the SMART General Manager by Certified Mail, of any events or circumstances that come into existence that would necessitate a change in, or a withdraw of, the certifications set forth in this section. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Signature of Offeror’s Authorized Official: _____________________________

Name and Title of Offeror’s Authorized Official: _____________________________

Date: _____________________________

3.09 Conflict of Interest Certification

Conflict of Interest Certification

No employee, officer or member of the Board of Directors of SMART shall solicit or be a party, directly or indirectly, to any contract between him/herself and any firm of which he/she is a partner, member or employee. Kinship shall extend to all parents, children, grandparents, grandchildren, uncles, aunts, first cousins, nephews or nieces whether related by marriage or blood.

The contractor shall indicate below the names and kinship between the officers and/or principal beneficiaries of the firm bidding on this solicitation and any SMART employee, officer or board member who may exercise any discretion over the letting, evaluating, awarding or administering of this solicitation and resulting contract:

PLEASE INDICATE ANY RELATIONSHIPS BELOW. IF NONE EXIST, please submit this form filled out as “NOT APPLICABLE”.

Name_________________________________________ Kinship________________________

Name of Offeror: _____________________________

Signature of Offeror’s Authorized Official: _____________________________

Name and Title of Offeror’s Authorized Official: _____________________________

Date: _____________________________

4.00 GENERAL CONTRACTUAL PROVISIONS

This Article contains terms and conditions of the Contract.

4.01 Contract, Contract Documents, and Conflicts

The documents (including portions of the RFP), and materials incorporated therein, listed below constitute the complete contract (referred to throughout the solicitation as the “Contract”) between SMART and the Offeror. This Contract contains the entire agreement of the parties, and supersedes all prior negotiations, agreements, conversations, communications, and any other understandings with respect hereto.

The Contract consists of:

1. Amendments, if applicable

2. Best and Final Offer, if applicable

3. Addenda, if applicable

4. Introduction and Statement of Work (Article 1.0)

5. General Contractual Provisions (Article 4.0)

6. All other Articles and Sections of the RFP, as issued

7. Offeror Proposal

All requirements and duties of the Contract issued by SMART are independent and shall augment any other similar requirements and duties stated herein. If any direct conflict among the requirements and duties of the Contract arises, the order of precedence shall be as listed above.

Contractor shall not cause SMART to breach the Master Agreement for Public Transit Contracts between the Michigan Department of Transportation and SMART (“MDOT Master Agreement”). For any Contract utilizing funds from the Michigan Department of Transportation, the terms and conditions of the MDOT Master Agreement shall be incorporated by reference.

4.02 Amendments

Amendments to this Contract are valid only if in writing and signed by the SMART Procurement Manager and an authorized representative of the Contractor. Notwithstanding, no amendments to this Contract are valid that are in violation of applicable laws, regulations, or SMART Board Policy.

4.03 Change Orders

SMART reserves the right to require alterations in, additions to and deductions from the work initially contemplated in the formation of the Contract without rendering void the Contract. All work shall be described in a written Change Order signed by the SMART Procurement Manager.

The contractor shall submit a detailed technical proposal for the amended requirements within 30 days if necessary, as determined by SMART. If the Contractor determines that any pricing changes will result from the Change Order, it shall be treated as a request for an amended pricing schedule and Contractor shall not proceed with the modified work until authorized by SMART. Amended pricing information shall be submitted with all backup documentation within 30 days. The proposed technical proposal and, if applicable, pricing schedule, shall be accepted or modified by negotiation.

Disagreements arising under this Section that cannot be resolved by negotiation may result, at SMART’s sole discretion, in a Termination for Default (See Section 4.14) of the Contract. SMART may alternatively elect, at its sole discretion, to revert to the original requirements of the Contract.

4.04 RFP and Proposal Omissions

The Contractor shall have the responsibility of supplying all parts and services required to make the product complete and ready for service, even though such details may not be specifically set forth in the RFP or Proposal.

If Offeror is uncertain about responsibility to supply parts or services due to perceived ambiguity within the RFP, it is the sole responsibility of the Offeror to submit Form 3.04, “Request for Clarification”, or Form 3.05, “Proposal Deviation”, as appropriate.

4.05 Governing Law and Parties; Venue and Disputes

This Contract and all related disputes shall be interpreted in accordance with the laws of the State of Michigan, except those which would direct the application of the laws of another jurisdiction. All disputes arising under this Contract shall be decided by arbitration if the parties mutually agree, or in a court in the State of Michigan of competent jurisdiction.

4.06 Compliance with Law

Offeror certifies compliance with all applicable Federal, state, county, and local laws, regulations, ordinances, and codes; including those which the FTA requires all Offerors explicitly certify compliance with, as listed below:

American Recovery and Reinvestment Act FTA Cargo Preference requirements FTA Fly America requirements Clean Air Act Water Pollution Control Act Copeland Anti-Kickback Act Contract Work Hours and Safety Standards Act Energy Policy and Conservation Act Privacy Act Michigan Iran Economic Sanctions Act Resource Conservation and Recovery Act

Additionally, Contractor certifies compliance with all FTA terms, including but not limited to FTA Circular 4220.1G, as amended, which are hereby incorporated. Contractor is responsible for the procurement of all required permits and licenses. Contractor further certifies compliance with all changes to the aforementioned laws, regulations, ordinances, codes, policies, etc., throughout the term of the Contract. Contractor additionally certifies that it is not an Iran-linked business as set forth in Michigan Public Act 517 of 2012.

Finally, Offeror shall determine whether any or all of the aforementioned requirements apply to any or all subcontractors, and certifies compliance by any such applicable subcontractors.

The Contractor agrees to comply with all requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 C.F.R. Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 C.F.R. Part 247, and to include these requirements in all contractor and subcontractor tiers.

4.07 Nondiscrimination

In connection with the performance of work under this contract; Contractor agrees as follows:

1. In accordance with Title VI of the Civil Rights Act of 1964, Section 303 of the Age Discrimination Act of 1975, section 202 of the Americans with Disabilities Act of 1990, 49 U.S.C. section 5332Public Act 453 of 1976 (Elliott-Larsen Civil Rights Act), and SMART policy, the contractor shall not discriminate against an employee or applicant for employment with respect to hire, tenure, treatment, terms, conditions, or privileges of employment or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, height, weight, or marital status. A breach of this covenant will be regarded as a material breach of this contract. Further, in accordance with Public Act 220 of 1976 (Persons with Disabilities Civil Rights Act), as amended by Public Act 478 of 1980, the contractor shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment or a matter directly or indirectly related to employment because of a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. A breach of the above covenants will be regarded as a material breach of this contract.

2. The contractor hereby agrees that any and all subcontracts to this contract, whereby a portion of the work set forth in this contract is to be performed, shall contain a covenant the same as hereinabove set forth in Section 1 of this Section 4.07.

3. The contractor will take affirmative action to ensure that applicants for employment and employees are treated without regard to their race, color, religion, national origin, age, sex, height, weight, marital status, or any disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. Such action shall include, but not be limited to, the following:

employment; treatment; upgrading; demotion or transfer; recruitment; advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

4. The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, age, sex, height, weight, marital status, or disability that is unrelated to the individual’s ability to perform the duties of a particular job or position.

5. The contractor or its collective bargaining representative shall send to each labor union or representative of workers with which the contractor has a collective bargaining agreement or other contract or understanding a notice advising such labor union or workers’ representative of the contractor’s commitments under this Section 4.07.

6. The contractor shall comply with all relevant published rules, regulations, directives, and orders of the Michigan Civil Rights Commission that may be in effect prior to the taking of bids for any individual state project.

7. The contractor shall furnish and file compliance reports within such time and upon such forms as provided by the Michigan Civil Rights Commission; said forms may also elicit information as to the practices, policies, program, and employment statistics of each subcontractor, as well as the contractor itself, and said contractor shall permit access to the contractor’s books, records, and accounts by the Michigan Civil Rights Commission and/or its agent for the purposes of investigation to ascertain compliance under this contract and relevant rules, regulations, and orders of the Michigan Civil Rights Commission.

8. In the event that the Michigan Civil Rights Commission finds, after a hearing held pursuant to its rules, that a contractor has not complied with the contractual obligations under this contract, the Michigan Civil Rights Commission may, as a part of its order based upon such findings, certify said findings to the State Administrative Board of the State of Michigan, which State Administrative Board may order the cancellation of the contract found to have been violated and/or declare the contractor ineligible for future contracts with the state and its political and civil subdivisions, departments, and officers, including the governing boards of institutions of higher education, until the contractor complies with said order of the Michigan Civil Rights Commission. Notice of said declaration of future ineligibility may be given to any or all of the persons with whom the contractor is declared ineligible to contract as a contracting party in future contracts. In any case before the Michigan Civil Rights Commission in which cancellation of an existing contract is a possibility, the contracting agency shall be notified of such possible remedy and shall be given the option by the Michigan Civil Rights Commission to participate in such proceedings.

9. The contractor shall include or incorporate by reference, the provisions of the foregoing paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Michigan Civil Rights Commission; all subcontracts and purchase orders will also state that said provisions will be binding upon each subcontractor or supplier.

4.08 Price Adjustment for Regulatory Changes

If price adjustment is required for changes that are mandatory as a result of legislation or regulations that are promulgated and become effective after the Due Date of the Contract, the adjustment shall be negotiated between SMART and the Contractor. Failure to successfully negotiate any adjustment may result, at SMART’s sole discretion, in Termination for Default, Section 4.14, of the Contract.

4.09 Payment and Retainage

Subject to the terms of the Contract, SMART shall pay and the Contractor shall accept the amounts set forth in the price schedule as full compensation for all costs and expenses of completing the Work in accordance with the Contract, including but not limited to all labor and material required, overhead, expenses, storage and shipping, risks and obligations, taxes (as applicable), fees and profit, and any unforeseen costs.

Invoices must be submitted electronically to AccountsPayable@smartbus.org for payment.

Contractor shall pay all subcontractors performing work under this Contract within thirty (30) days of receipt of a proper invoice for work performed satisfactorily. Contractor shall not withhold payment due to subcontractors that is being held by SMART as retainage.

Payment Retainage (Not Applicable) – For all progress payment contracts, Contractor shall be paid ninety (90) percent of the amount earned under the Contract and pursuant to the provisions set forth herein. SMART shall retain ten (10) percent to ensure faithful performance of the Contract, which shall be due as part of SMART’s final payment under the Contract. All such invoices shall clearly set forth (a) the invoice amount, (b) the amount retained for that invoice, (c) the total amount billed toward the Contract, and (d) the total amount retained by SMART against the Contract.

4.10 Cancellation of Procurement

SMART reserves the right to cancel this solicitation at any time before the Contract is fully executed, for any reason, and shall thereby incur no liability to any offeror or prospective offeror.

4.11 Indemnification

The Contractor shall, indemnify and hold SMART, its Board of Directors, officers, employees and agents, and consultants, harmless from any and all liabilities, damages, claims, demands, liens, judgments, awards, costs, expenses, or other judicial or administrative proceedings, including expenses, costs, and attorney’s fees, in the defense, settlement or satisfaction thereof for any injury, death, loss or damage to persons or property of any kind whatsoever arising out of or resulting from the actual or alleged negligent acts, errors, or omissions of the Contractor, including its officers, employees, servants, agents, subcontractors and suppliers. At SMART’s sole discretion, the Contractor shall undertake at its own expense the defense of any such suit, action, or proceeding.

The Contractor shall promptly notify SMART of the notice or assertion of any such suit, action, or proceeding. SMART will endeavor to furnish all reasonable assistance necessary for defending any such suit, action, or proceeding, and shall be repaid all reasonable costs incurred in doing so.

SMART maintains the right to select and pay for its own counsel.

4.12 Records

The Contractor shall retain records, including but not limited to, all data, documents, reports, records, and supporting materials relating to the project for whichever of the following events occurs later: 1. Six (6) years from the termination of the Contract; 2. The resolution of any litigation or settlement of any claims arising out of this Contract; or 3. The resolution of any exception to costs and expenses taken by SMART, the U.S. Department of Transportation, Comptroller General of the United States, or the State of Michigan.

SMART or its designee may perform audits of the Contractor, and, if applicable, all tiers of subcontractors, of financial information related to this Contract. The Contractor agrees to make these records, including but not limited to bank statements, general ledger, payroll records, and accounts receivable ledgers, available for review in a timely manner when requested by SMART.

SMART also requires annual financial statements including balance sheets, income statements, and statements of cash flows. Contractor additionally agrees to provide the FTA, Comptroller General of the United States, the Secretary of the U.S. Department of Transportation, or any of their designees, access to any books, documents, papers, and records of the Contractor which are pertinent to or relate in any way to the Contractor’s performance of this Contract for the purpose of making audits, excerpts, and transcriptions, or when conducting an audit and/or inspection.

In the event of a sole source Contract, single responsive offer, Contract modification, Change Order, or competitive negotiated procurement, SMART and the U.S. Department of Transportation, or their designees, shall have the right to examine all books, records, documents, and other costs and pricing data related to the Contract price. The right of examination shall extend to all documents necessary for adequate evaluation of the cost or pricing data.

4.13 Termination or Suspension for Convenience

SMART may terminate or suspend, at its sole discretion, this contract, in whole or in part, at any time by notice, in writing and with at least fifteen (15) days advance notice, to the Contractor when it is in SMART’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of any termination or during such suspension.

The Contractor shall promptly submit any termination or suspension claim to SMART to be paid to the Contractor. If the Contractor has any property in its possession belonging to SMART, the Contractor will dispose of it in the manner SMART directs.

4.14 Termination or Suspension for Default

SMART may terminate or suspend, in its sole discretion, this Contract, in whole or in part, by written notice of default if the Contractor breaches any term or condition of this Contract, fails to perform the work in any aspect required within the RFP, fails to provide any required submissions or updates to certifications required by this contract, or any of the certifications or representations relied upon by SMART in entering into this contract have changed. This right to terminate or suspend may be exercised if the Contractor fails to cure all defaults listed within the notice of default within fifteen

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