RFQ 24113 0115.docx

STATE OF MAINE

DEPARTMENT OF ADMINISTRATIVE AND FINANCIAL SERVICES

OFFICE OF STATE PROCUREMENT SERVICES

RFQ # 17D 241113*0115

Culvert Thawers

Quotations/Responses Due: November 29, 2024 not later than 4:00 p.m. local time

Note: All questions and responses must be provided via the State of Maine’s e-Procurement system: AdvantageME / Vendor Self Service (VSS).

General Instructions on Bidder Questions It is the responsibility of each Bidder to examine the entire RFQ and to seek clarification by submitting questions through the Q & A List tab on the Solicitation page in the CGI Vendor Self Service (VSS). Any answers to questions will appear there as well. It is the vendor's responsibility to log in to view all questions and answers posted. Additional information obtained any other way will not be valid.

In the event that you must contact us for any other reasons than the Q & A previously mentioned, only the Buyer listed on the Solicitation page may be contacted from the time this RFQ is issued until award notification is made. No other person/State employee is empowered to make binding statements regarding this RFQ. Violation of this provision may lead to disqualification from the bidding process, at the State’s discretion.

Summary For this competitive Request for Quotations (RFQ) process, the State of Maine Office of State Procurement Services (“OSPS”) is acting on behalf of the Department of Transportation (“Requesting Department”). OSPS and the Requesting Department seek quotations (also referred to as “bids” or “responses” herein) to provide the goods/services listed above. This document provides instructions and descriptions of requirements for this competitive process.

RFQ REQUIREMENTS

1. Description of Requirements

The following is a description of the goods and/or services sought by the State of Maine under this RFQ.

· Please see Appendix B on page 11

2. Bid Contents Requirements

In addition to the cost, delivery, and other information required in VSS, all bids should contain the following information as attachments, in the Appendices listed below:

· Quote on Company Letterhead: This document will be used to evaluate your bid. Please make sure it contains information demonstrating your bid meets the posted specifications.

· Product Data/Information Sheets: PDF literature from the manufacture for all the items bid. Literature must include documentation that the items bid meet or exceed the posted specifications.

· Warranty Information

· Appendix A: Bid Cover Page and Debarment Form

· Appendix D: Municipality, Political Subdivision Participation Certification

· Appendix E: Master Agreement Vendor Contact and Signor Information

3. Contract Term

In addition to any mutually agreed upon delivery dates for purchases of goods, the contract resulting from this RFQ will have a term, or “Period of Performance”, during which the contract is considered to be in effect. The anticipated contract term is defined in the table below. Please note that the dates below are estimated and may be adjusted as necessary in order to comply with all procedural requirements associated with this RFQ and the contracting process. The actual contract start and end dates will be established by the completed and approved contract.

Contract Renewal: Following the initial term of the contract, OSPS, at their discretion, may opt to renew the contract for four (4) extension periods as defined below.

The term of the anticipated contract, resulting from this RFQ, is defined as follows:

4. Submitting a Quotation

a. Quotations Due: Quotations must be received no later than 4:00 p.m. Eastern Standard Time (EST), on the date listed in VSS. Quotations received after the 4:00 p.m. deadline will not be accepted.

b. Submission Instructions: Bidders must submit their bids in the State of Maine’s electronic procurement system: Advantage “Vendor Self Service” (VSS). More information on this system can be found at the following internet link: https://www.maine.gov/dafs/bbm/procurementservices/vendors/vendor-self-service-system

c. Multiple Quotations: Unless specifically prohibited in Section 1 of this RFQ, Bidders are permitted to submit multiple quotations for this RFQ, offering alternative items or pricing for the State of Maine to consider in its best value determination.

d. Withdrawal of a Quotation: Bidders are permitted to withdraw their own quotations up until the due date and time for receipt of quotations. To do so, a Bidder must enter the VSS system (as referenced above), identify and open their submitted quotation located in the Solicitation Responses tab, and click the “Withdraw” button found at the bottom of the screen. Quotations cannot be withdrawn after the due date and time for receipt of quotations.

e. Attachments: Any attachments provided with the Advantage VSS bid submission must be in MS Word, MS Excel, or Adobe (.pdf) format, unless otherwise specified in Section 1 of this RFQ. Vendors are encouraged to submit supporting documentation that aid the requesting department in understanding how the bid conforms to the requirements. The VSS attachment file size limit is 2Mb. Please contact the buyer for this RFQ if you must submit attachment files larger than this.

f. Vendor specifications: Unless otherwise stated in this RFQ document, limited specification information will be required upon submission of a bid in response to this RFQ. However, a Bidder’s response should include an affirmative statement that their bid complies with all requirements of this RFQ, unless the Bidder specifically addresses how its bid differs from the specifications, and why the differences should be deemed acceptable by the State.

5. General Instructions

a. The Bidder must submit a cost quotation response that covers the goods and term of the contract, including any optional renewal.

b. The cost quotation shall include the costs necessary for the Bidder to fully comply with the contract terms and conditions and RFQ requirements.

c. Failure to provide the requested information may result in the exclusion of the quotation from consideration, at the discretion of OSPS.

d. No costs related to the preparation of the quotation for this RFQ or to the negotiation of the contract with the Department may be included in the quotation.

e. The State is exempt from the payment of Federal, State and local Taxes on articles not for resale. Please provide quotations that do not include these taxes. Upon application, an exemption certificate can be furnished by the State at the point of contract finalization.

6. Quotation Evaluation and Selection

Evaluation of the submitted quotations shall be accomplished as detailed below:

a. State of Maine RFQ documents are evaluated on a Best Value basis. The term “Best Value” may take into consideration the qualities of the goods or services to be supplied, their conformity with the specifications listed in the RFQ, the purposes for which they are required, the date of delivery, and the best interest of the State. Once the goods or services have been determined to conform to the specifications then OSPS will make its award decision based on the lowest price among the Bidders. Delivery days can be a factor in awarding.

b. The State reserves the right to not make an award to the lowest price bidder when that bidder has had documented poor performance, and/or a contract terminated or not renewed within the last five years.

c. At the discretion of OSPS, if a Bidder’s submission is deemed to not conform to the specifications listed in the RFQ, or otherwise not conform to the requirements of the RFQ, then that Bidder’s submission may not be considered for contract award.

d. In the event that no Bidder submission conforms to the specifications of this RFQ, then OSPS may choose not to make any award. Alternatively, OSPS may make an award to the Best Value Bidder whose specifications most closely meet the specifications of this RFQ. For example, if there are five specification requirements, and two responses are received with one Bidder meeting four requirements, and one bidder meeting three requirements, then OSPS, at its discretion, may make a contract award to the Bidder meeting four requirements.

e. If the specifications provided with this RFQ are of a technical nature, then OSPS’s RFQ Coordinator, at his or her discretion, may seek to use an evaluation team comprised of subject matter experts, end-users from the Requesting Department, or other State Department representatives. In such a case, the evaluation team will judge the merits of the quotations received in accordance with the best value criteria defined in the RFQ.

7. Negotiations

a. No Best and Final Offers: The State of Maine will not seek a best and final offer (BAFO) from any Bidder in this procurement process. All Bidders are expected to provide their Best Value pricing with the submission of their quotation.

b. OSPS reserves the right to negotiate with the successful Bidder to finalize a contract at the same rate or cost of goods and services as presented in the selected quotation. Such negotiations may not significantly vary the content, nature or requirements of the quotation or the RFQ to an extent that may affect the price of goods or services requested. OSPS reserves the right to terminate contract negotiations with a selected Bidder who submits a proposed contract significantly different from the quotation submitted in response to the RFQ.

c. In the event that an acceptable contract cannot be negotiated with the highest ranked Bidder, OSPS may withdraw its award and negotiate with the next-highest ranked Bidder, and so on, until an acceptable contract has been finalized. Alternatively, OSPS may cancel the RFQ, at its sole discretion.

TERMS AND CONDITIONS FOR RFQ AND CONTRACT

PART I GENERAL INFORMATION ON RFQs

A. Purpose and Background

The State of Maine (“State”) Department of Administrative and Financial Services (“Department”), Office of State Procurement Services (“OSPS”) acts as the purchasing agent on behalf of all Executive Departments and other agencies within State Government. For this competitive Request for Quotations (RFQ) process, OSPS is acting on behalf of the Requesting Department listed on the cover page. OSPS and the Requesting Department seek quotations (also referred to as “bids” or “responses” herein) to provide the goods/services as defined above in Section 1 of this document. This document provides instructions for submitting quotations, the procedure and criteria by which the Bidder(s) will be selected, and the contractual terms which will govern the relationship between the State and the awarded Bidder(s). Following Bidder selection and upon reaching a mutual agreement, the State and the selected Bidder will enter into a contract – taking the form of a State of Maine Master Agreement or Buyer Purchase Order (all generally referred to as “contract” herein), as applicable.

B. General Provisions

http://www.mainelegislature.org/legis/statutes/1/title1sec401.html

C. Eligibility to Submit Bids

Public agencies, private for-profit companies, and non-profit companies and institutions are invited to submit bids in response to State of Maine Requests for Quotations.

D. Delivery Terms

For the purchase of goods, OSPS and selected Bidder will decide upon a delivery date in accordance with the State’s requirements and the terms offered in the Bidder’s quotation. Unless stated otherwise in Section 1 of this RFQ, all deliveries are expected with shipping terms of “Free on Board (FOB) – Destination”. The State intends for this to mean that all goods shall be priced in the bid response to include shipping charges, if any, to the State’s desired location. The “FOB – Destination” shipping term is also intended to mean that the State shall not bear any responsibility for the goods in question until the State takes possession of them at the destination point of delivery.

E. Alternate Bids and Approved Equals

When, in bid forms and specifications, an article or material is identified by using a trade name and catalog number of a manufacturer or vendor, the term “or approved equal,” if not inserted with the identification, is implied. Any Bidder that seeks to propose an alternate item from what is specified in this RFQ should refer to State of Maine Statute 5 MRSA §1825-B, for “Bids, awards and contracts”, found here: http://www.mainelegislature.org/legis/statutes/5/title5sec1825-B.html

F. Appeal of Contract Awards

Any person aggrieved by the award decision that results from this RFQ may appeal the decision to the Director of the Bureau of General Services in the manner prescribed in 5 MRSA § 1825-E and 18-554 Code of Maine Rules, Chapter 120 (found here: Chapter 120). The appeal must be in writing and filed with the Director of the Bureau of General Services, 9 State House Station, Augusta, Maine, 04333-0009 within 15 calendar days of receipt of notification of contract award.

If this RFQ results in the creation of a pre-qualified or pre-approved list of vendors, then the appeal procedures mentioned above are available upon the original determination of that vendor list, but not during subsequent competitive procedures involving only the pre-qualified or pre-approved list participants.

PART II CONTRACT ADMINISTRATION AND CONDITIONS

A. Contract Document

The successful Bidder will be required to execute a contract in the form of a State of Maine Buyer Purchase Order, Contract Agreement to Purchase Services or State of Maine Master Agreement.

The Terms and Conditions used with the aforementioned contract types may be found on the Office of State Procurement Services’ website at the following links:

BPO and MA Terms and Conditions Service Contract Terms and Conditions IT Service Contract Terms and Conditions

In the event that the State of Maine’s Standard Terms and Conditions or RFQ provisions do not otherwise cover contractual scenarios that are specific to the goods or services being purchased under this RFQ, then the State is willing to consider a Bidder’s standard terms and conditions. Consideration or use of a Bidder’s standard terms and conditions shall only occur under the general agreement that in the event of a conflict, the State of Maine’s Standard Terms and Conditions and RFQ provisions shall take precedence.

Other forms and contract documents commonly used by the State can be found on the Office of State Procurement Services’ website at the following link: https://www.maine.gov/dafs/bbm/procurementservices/forms

B. Independent Capacity

In providing services and performing under the contract, the successful Bidder shall act independently and not as an agent of the State of Maine.

C. Payments and Other Provisions

The State anticipates paying the selected Bidder for goods and services received, on the basis of net 30 payment terms, upon the receipt of an accurate and acceptable invoice. An invoice will be considered accurate and acceptable if it contains a reference to the State of Maine contract number, contains correct pricing information relative to the contract, and provides any required supporting documents, as applicable, and any other specific and agreed-upon requirements listed within the contract that results from this RFQ.

The State of Maine reserves the right to pay for goods purchased through this solicitation by any of several available means, which include but may not be limited to check, EFT, and/or procurement card. Bidders are advised that state statute precludes sellers from imposing a surcharge on credit or debit card purchases (text follows):

“9-A MRSA §8-509 (1): A seller in a sales transaction may not impose a surcharge on a cardholder who elects to use a credit card or debit card in lieu of payment by cash, check or similar means.”

Appendix A

STATE OF MAINE

DEPARTMENT OF ADMINISTRATIVE AND FINANCIAL SERVICES

OFFICE OF STATE PROCUREMENT SERVICES

RFQ # 17D 241113*0115

Culvert Thawers

BID COVER PAGE and DEBARMENT FORM

Bidder’s Organization Name:

Chief Executive - Name/Title:

Headquarters Street Address:

Headquarters City/State/Zip:

(provide information requested below if different from above)

Lead Point of Contact for Bid - Name/Title:

Street Address:

City/State/Zip:

By signing below Bidder affirms:

· Their bid complies with all requirements of this RFQ;

· This bid and the pricing structure contained herein will remain firm for a period of 180 days from the date and time of the bid opening;

· That no personnel currently employed by the Department or any other State agency participated, either directly or indirectly, in any activities relating to the preparation of the Bidder’s proposal;

· That no attempt has been made or will be made by the Bidder to induce any other person or firm to submit or not to submit a proposal; and

· The undersigned is authorized to enter into contractual obligations on behalf of the above-named organization.

Name:

Title:

Authorized Signature:

Date:

State of Maine RFQ# 17D 241113*0115 Rev. 9/12/2024 Debarment, Performance, and Non-Collusion Certification

By signing this document, I certify to the best of my knowledge and belief that the aforementioned organization, its principals, and any subcontractors named in this proposal:

1. Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from bidding or working on contracts issued by any governmental agency.

1. Have not within three years of submitting the proposal for this contract been convicted of or had a civil judgment rendered against them for:

0. fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state or local government transaction or contract.

0. violating Federal or State antitrust statutes or committing embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

0. are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and

0. have not within a three (3) year period preceding this proposal had one or more federal, state or local government transactions terminated for cause or default.

1. Have not entered into a prior understanding, agreement, or connection with any corporation, firm, or person submitting a response for the same materials, supplies, equipment, or services and this proposal is in all respects fair and without collusion or fraud. The above-mentioned entities understand and agree that collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards.

· Failure to provide this certification may result in the disqualification of the Bidder’s proposal, at the discretion of the Department.

To the best of my knowledge all information provided in the enclosed proposal, both programmatic and financial, is complete and accurate at the time of submission.

Name:

Title:

Authorized Signature:

Date:

Appendix B

DEPARTMENT OF ADMINISTRATIVE AND FINANCIAL SERVICES

OFFICE OF STATE PROCUREMENT SERVICES

DETAILED SPECIFICATIONS

RFQ # 17D 241113*0115

Culvert Thawers

The State reserves the right not to make an award to the low-cost bidder when the bidder has had documented poor performance and/or a contract terminated or not renewed within the last five years.

Master Agreement: The results of this bid process will be the creation of a Master Agreement Contract (MA) that will allow all State of Maine Departments and Agencies to purchase the listed items as needed. The State reserves the right to add other similar items or commodities to the MA if it’s in the State’s best interest but does not obligate the State to purchase similar noncontracted items or commodities from the selected bidder.

Delivery Locations: The vendor must deliver to any State of Maine facility. The resulting MA will be open to all Departments to use however the primary user will be Department of Transportation and these orders will be delivered to 66 Industrial Drive, Augusta, Maine.

Prices: Bid Price must be with shipping terms of “Free on Board (FOB) – Destination”. The State intends for this to mean that all goods shall be priced in the bid response to include shipping charges, if any, to the State’s desired location. The “FOB – Destination” shipping term is also intended to mean that the State shall not bear any responsibility for the goods in question until the State takes possession of them at the destination point of delivery.

Price and Rate Guarantee Period: All quoted prices and rates must be guaranteed for and must remain firm for minimally one year of the initial contract period. The State of Maine can request a price reduction at any time after the first twelve-month period of the contract period. Price adjustment requests must be made by the vendor(s) at least sixty (60) days prior to the effective date. Requests for price increases must include sufficient documentation from the manufacture documenting the request is based on the vendor’s actual cost increases. Any approved price or rate adjustments must be held firm for minimally one year or the remainder of the contract period if there is less than one year remaining. The price adjustment will not go into effect until the contract amendment has been fully approved by the State of Maine.

Quantity: The MaineDOT anticipates purchasing a quantity of eleven (11) Five (5) units, and Six (6) units installed into DOT supplied trailers the first year of the MA. There is no guaranteed award associated with this bid opportunity. All purchases will depend on the bid results and departmental budget.

Delivery and Inspection: The requested items will be inspected after delivery. If shipment is deemed unacceptable the delivery will be refused and will be returned at the risk and expense of the selling vendor.

COMPLETENESS: The price quoted in any proposal submitted shall include all items of labor, materials, and other costs necessary to fully complete the manufacture and delivery of the High Rail System pursuant to these specifications.

Any part or detail which makes the High Rail System complete and ready for service shall not be omitted, even though such part is not mentioned in these specifications.

Conformity: All parts not specified shall be manufacture’s best quality and shall conform in materials, design, or workmanship to the best practice known in the service industry. All parts shall be new and in no case will used, reconditioned or obsolete parts be accepted.

Specifications

It is the purpose and intent of these specifications to describe a self-contained high pressure, hot water culvert thawer, capable of generating 3,000 PSI of hot water at a minimum of five (5) gallons per minute and at sufficient temperature to melt ice in a solidly frozen culvert. The washer shall be mounted in an MDOT supplied enclosed trailer with a 300-gallon tank and anti-freeze kit. The unit must be designed and constructed for extreme, heavy-duty use. All standard features as advertised shall be included on this entire unit whether asked for or not within these specifications. This unit must meet or exceed all applicable OSHA, Federal and State codes, laws and requirements.

INSTRUCTIONS FOR COMPLETING TECHNICAL SPECIFICATION SHEET

Please complete the checklist for technical specifications set forth below. Electronically enter responses directly into the text-enabled fields next to each specification, including actual dimensions when applicable. Each Bidder must indicate whether it can meet the technical specifications by inserting an “X” next to each specification. The “X” will demonstrate that the Bidder’s offering meets the technical specification. If a Bidder cannot meet a technical specification, then the Bidder must give an explanation for each exception and for equipment that is not available or that will be dealer installed. All explanations must be provided in detail on separate pages along with the justification as to why the alternative equipment or deliverables will be as good as the equipment or deliverables described in the detailed specifications for desired items. A copy of the vendor specification proposal must be provided. Following these instructions is essential for proper bid evaluation.

If a Bidder fails to provide requested information or if information on a quote is found to be false or misleading, the quote will be rejected as unresponsive.

The award will be made on a best value basis to the vendor that either meets or most closely meets the specifications, while taking price and delivery into consideration.

It is understood that all specifications are minimum. Equivalent bid specifications may be considered. To have an “Equivalent Bid Specification” evaluated, the bidder must provide specifications and details for all specifications bid as “Equivalent Bid Specification.” Bids missing this information may be rejected.

2.0 Heating Unit

3.0 Fuel Tank

7.2 These specifications are minimum, and bids will be evaluated based on price, warranty, manufacturers performance data, delivery schedule (delivery schedule may affect the award), parts availability and other items deemed appropriate.

Option #1 Purchased & Installation of Culvert Thawer in DOT Supplied Trailer

Option #2 Purchase of Culvert Thawer “Minus Installation”

Appendix D

DEPARTMENT OF ADMINISTRATIVE AND FINANCIAL SERVICES

OFFICE OF STATE PROCUREMENT SERVICES

MaineDOT CERTIFICATION

RFQ # 17D 241113*0115

Culvert Thawers

1.0 NONCOLLUSION BIDDING CERTIFICATION

By submission of this Bid, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint bid, each party certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief:

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

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

3. No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or not to submit a Bid for the purpose of restricting competition.

Dated

Printed name of Person Bidding

Title

2.0 EQUIPMENT PERFORMANCE AND WARRANTY DATA

The information provided on this form will be used in determining operating costs of the equipment. Bidder must complete this form and submitted with bid. Bids received without this information will be considered non-responsive to the bid.

EQUIPMENT:

1. DESCRIBE THE PROCESS FOR THE SUBMISSION OF WARRANTY CLAIMS FOR REIMBURSEMENT OUTLINED AND SUBMITTED WITH THE BID. (written process to follow for reimbursement of warranty claims)

2. EQUIPMENT INFORMATION:

YEAR: EQUIPMENT MAKE:

EQUIPMENT MODEL:

3. MANUFACTURER’S RECOMMENDED PREVENTATIVE MAINTENANCE SCHEDULE MUST BE PROVIDED

4. BASIC EQUIPMENT WARRANTY DESCRIPTION

5. NAME/LOCATION OF REPAIR FACILITY(S) (BOTH AUTHORIZED WARRANTY, PARTS & SERVICE PER REQUESTED LOCATION). It is desired that at least one facility is located within 75-mile radius each region headquarters: Scarborough, Augusta, Dixfield, Bangor and Presque Isle.

WARRANTY AND SERVICE FACILITIES

ADDRESS 1:

ADDRESS 2:

ADDRESS 3:

ADDRESS 4:

ADDRESS 5:

CONTACT NAME: TELEPHONE:

EQUIPMENT PARTS PROVIDER:

ADDRESS:

CONTACT NAME: TELEPHONE:

Attach written explanation describing the locations of the facilities, the contact name and number at each facility, the times the facilities will be available for use, the qualifications of the staff at the facilities and how the vendor will provide warranty and service at these service facilities.

Bidder certifies that they have service facilities in Maine, staffed with trained service technicians and stocked with repair parts for the equipment which is bid.

This form must be reproduced and completed for any additional equipment warranty/facility information.

Print Name

Company Name

3.0 SPECIFICATION COMPLIANCE

The bidder hereby certifies that the equipment(s) being bid in response to this invitation meet or exceed these specifications and that where a deviation from the specifications exists, the bidder has obtained written approval of those exceptions prior to submitting this bid.

If a conflict exists between these specifications and Federal and/or State laws, the Federal and/or State laws shall prevail and the bidder must alert the purchaser to any such conflicts.

Printed name of Person Bidding

Appendix E

STATE OF MAINE

DEPARTMENT OF ADMINISTRATIVE AND FINANCIAL SERVICES

OFFICE OF STATE PROCUREMENT SERVICES

MaineDOT TERMS and CONDITIONS

RFQ # 17D 241113*0115

Culvert Thawers

A. AGREEMENT

The Vendor shall deliver the equipment ordered in accordance with this Agreement and governed by these Terms and Conditions.

B. INDEPENDENT CAPACITY

In providing the equipment under the Agreement, the Vendor shall act independently and not as an agent of the State of Maine.

C. STATUS REPORTS

Prior to the start of work, the Vendor shall furnish MaineDOT with a proposed progress schedule in MaineDOT’s standard format. The Vendor will outline the various phases of work that will need to be completed in order to meet the schedule set forth by MaineDOT.

During equipment assembly, the successful bidder shall submit to MaineDOT’s Fleet Representative, a Monthly Status Report of accomplishments from the preceding month. The progress report shall be used to keep team members and MaineDOT’s Fleet Representative informed about project status and issues. Information will include:

1. A written statement describing the work accomplished during the period and to date.

1. An estimate of the percentage of work completed within the specified services.

1. Any information needed from MaineDOT to complete the project and avoid delays.

1. The successful bidder’s action plan to remedy and address any non-conforming or unacceptable work submitted to the Department.

1. Document anticipated problems and possible solutions.

These progress reports shall be submitted to MaineDOT on a monthly basis. Failure to submit could result in non-payment of the invoice, or be considered as a default, and shall be recorded in the Vendor’s Performance Evaluation. If work is temporarily delayed, the Vendor may suspend submittal of the monthly progress reports with written approval from MaineDOT. The Vendor shall be responsible for addressing any action that may be required to keep the project on schedule.

MaineDOT shall have a period of 15 business days after receipt of the submissions to complete the review and make any necessary comments. Following the review, the Vendor will make any revisions and corrections requested by MaineDOT.

D. PAYMENT AND OTHER PROVISIONS

MaineDOT anticipates paying the selected Vendor for goods and services received, on the basis of net 30 payment terms following acceptance of the equipment, the receipt of an acceptable title and required documents, and an accurate and acceptable invoice. An invoice will be considered accurate and acceptable if it contains the State of Maine Agreement number, correct pricing information relative to the Agreement, and provides any required supporting documents, as applicable, and any other specific and agreed-upon requirements listed within the Agreement.

MaineDOT reserves the right to pay for the equipment purchased by any of several available means, which include but may not be limited to check, EFT, and/or procurement card. Vendors are advised that state statute precludes sellers from imposing a surcharge on credit or debit card purchases (text follows):

“9-A MRSA §8-303 (2): A seller in a sales transaction may not impose a surcharge on a cardholder who elects to use a credit card or debit card in lieu of payment by cash, check or similar means.”

E. WARRANTY

For a period of one (1) year following equipment delivery and acceptance (the “Warranty period”), Vendor unconditionally warrants and guarantees that the equipment shall be free from defects in parts and workmanship. If MaineDOT discovers any defects during the Warranty period, the Vendor’s obligation will be to repair or replace the equipment or refund the purchase price, at MaineDOT’s sole option subject to the following requirements as applicable:

· Replacement will be with new equipment matching the specifications within this Agreement.

· Reimbursement will be for the total purchase price of the equipment including the cost of returning the equipment.

· All Repairs including the cost of transporting the equipment will be borne by the Vendor. All repairs will be warranted free from defects in parts and workmanship for a one-year period following the repair.

The Vendor hereby assigns to MaineDOT the right to enforce all manufacturer’s warranties or guarantees on the equipment.

The Vendor agrees that the warranty obligations provided by this Agreement shall be reported as an outstanding obligation in the event of bankruptcy, dissolution, or the sale, merger, or cessations of operations of the Vendor.

In the event of a breach of Vendor’s warranty obligations, MaineDOT shall notify Vendor in writing of the breach and grant Vendor 30 days to cure the breach. Should Vendor fail to cure the breach, MaineDOT may pursue whatever remedies may be available.

F. DAMAGES

Time is of the essence in the delivery of the equipment specified herein, and in event of delay(s) in the delivery of the equipment beyond the date set forth in the Agreement, or beyond authorized extensions thereof MaineDOT may impose liquidated damages. Because it is difficult to determine the actual amount of the damage by reason of such delay it is therefore agreed that the Vendor will pay the sum of one hundred dollars ($100.00) per unit for each calendar day(s) delay in delivery as liquidated damages and not as a penalty.

These damages shall be deducted from any monies due, or which may thereafter become due to the Vendor or may be recovered by through any lawful means.

G. SET-OFF RIGHTS

MaineDOT shall have all of its common law, equitable and statutory rights of set-off.

H. FORCE MAJEURE

Either party may be excused from performance under this Agreement to the extent the failure to perform is caused by acts of God or of the public enemy, fire, floods, epidemics, quarantine, restrictions, strikes, labor disputes, and freight embargos, or other causes beyond the party’s reasonable control. In the event of such event of force majeure, the affected party shall provide the other party written notice of the cause of delay within fifteen (15) days from the beginning of any such delay. The time of performance shall be excused to extent of the duration of any such event of force majeure, or such period of time as may be mutually agreed upon by the parties.

I. INDEMNIFICATION

The Vendor shall indemnify and hold harmless MaineDOT and its officers, agents, and employees from and against any and all claims, liabilities, and costs, including reasonable attorney fees, for any or all injuries to persons or property or claims for money damages, including claims for violation of intellectual property rights, arising from the negligent acts or omissions of the Vendor, its employees or agents, officers or Subcontractors in the performance of work under this Agreement; provided, however, the Vendor shall not be liable for claims arising out of the negligent acts or omissions of MaineDOT, or for actions taken in reasonable reliance on written instructions of MaineDOT.

This indemnification provision shall survive any termination or expiration of the Agreement.

J. DEFAULT, TERMINATION

1. MaineDOT reserves the right to terminate this Agreement or any part hereof, for its sole convenience. Thirty (30) days advance written notice shall be provided in the case of a termination for convenience. In the event of such termination, Vendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Vendor shall be paid for all work on a percentage completed basis, as mutually agreed upon by the parties, up to the date of termination under this Paragraph 14.A.

1. MaineDOT shall have the right to terminate this Agreement in the event of a material breach or default by Vendor of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by Vendor of written notice of such breach from MaineDOT. If the breach or default, by its nature, cannot be cured within such thirty (30) day period, then Vendor shall have such additional time (not to exceed thirty (30) additional days) as may be necessary to cure the breach or default, provided Vendor has exercised reasonable commercial efforts and taken appropriate action to begin cure of the breach or default within the initial thirty (30) day cure period.

1. MaineDOT shall have the right to terminate this Agreement immediately upon written notice to Vendor in the event (i) Vendor, or any director, officer or employee of Vendor assigned to this Project is convicted of a criminal offense directly related to information technology services; or (ii) proceedings in bankruptcy are commenced against Vendor or if a receiver is appointed and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of one hundred twenty (120) days. Notwithstanding the foregoing, if a conviction of an employee assigned to this Project, officer or director, relates to individual and/or personal actions of such employee, officer or director and not the policy or directive of Vendor and, upon such conviction, Vendor shall terminate or otherwise remove such employee, officer or director and take such other steps to reasonably ensure the propriety of Vendor’ delivery of information technology services, then MaineDOT shall not have a right to terminate this Agreement pursuant to the foregoing clause (i) of this Section 14 (C).

1. Vendor shall have the right to terminate this Agreement in the event of a material breach or default by MaineDOT of its obligations hereunder that is not cured within thirty (30) days from the date of receipt by MaineDOT of written notice of such breach from Vendor.