rfq240910-0056.docx.crdownload

STATE OF MAINE

DEPARTMENT OF DEFENSE, VETERANS AND EMERGENCY MANAGEMENT

MILITARY BUREAU

RFQ # 15A 240910*0056

FMS#1 Saco - Gym Equipment Procurement & Installation

Quotations/Responses Due: 23 September 2024 not later than 4:00 p.m. local time

Note: So all interested bidders receive the same information about the open bid opportunity, all questions and responses must be provided via the State of Maine’s E-Procurement system: AdvantageME / Vendor Self Service (VSS). The Division of Purchases will not answer questions unless they are submitted through the VSS. All questions must be submitted no later than two (2) business days prior to closure date and time. Not all questions will be answered.

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. 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 Division of Procurement Services (“Division”) is acting on behalf of the Office of Information Technology (“Requesting Department”). The Division 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.

Attachments Appendix A: Bid Cover Page & Debarment Form Appendix B: Project Specifications Appendix C: Cost Response Appendix D: Item Specifications Appendix E: State of Maine Service Contract – Standard Terms & Conditions

RFQ TERMS/ACRONYMS with DEFINITIONS

The following terms and acronyms, as referenced in the RFQ, shall have the meanings indicated below:

RFQ REQUIREMENTS

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’s B on pages 12-15 D on pages 17-36

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:

Appendix A: Bid Cover Page & Debarment Form (Pages 10 & 11 of this document) Appendix C: Cost Response.

The RFQ# 15A 240910*0056. Bids need to be entered in the Vendor Portal as detailed in Appendix C as well as The attached bid worksheet (excel) must be filled out, breaking down the total bid by building and by year. No other options will be entertained.

Submitting a Quotation 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.

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 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.

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.

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.

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.

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

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

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

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.

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.

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

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 the Division will make its award decision based on the lowest price among the Bidders. Delivery days can be a factor in awarding.

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.

At the discretion of the Division, 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.

In the event that no Bidder submission conforms to the specifications of this RFQ, then the Division may choose not to make any award. Alternatively, the Division 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 the Division, at its discretion, may make a contract award to the Bidder meeting four requirements.

If the specifications provided with this RFQ are of a technical nature, then the Division’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.

Negotiations 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.

The Division 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. The Division 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.

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

TERMS AND CONDITIONS FOR RFQ AND CONTRACT

PART I GENERAL INFORMATION ON RFQs

Purpose and Background The State of Maine (“State”) Department of Administrative and Financial Services (“Department”), Division of Procurement Services (“Division”) 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, the Division is acting on behalf of the Requesting Department listed on the cover page. The Division 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.

General Provisions

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

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.

Delivery Terms For the purchase of goods, the Division 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.

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

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

Contract Document The successful Bidder will be required to execute a contract in the form of a State of Maine Contract Agreement to Purchase Services.

The Standard Terms and Conditions used with the aforementioned contract are listed as Appendix E in this RFQ.

In addition to the standard terms, this order will include the following IT policies:

IT Policies Accessibility:

All IT products must be accessible to persons with disabilities and must comply with State Accessibility Policy and Standards and the Americans with Disabilities Act. All IT applications must comply with the Digital Accessibility Policy (https://www.maine.gov/oit/policies/DigitalAccessibilityPolicy.pdf).

State It Policies: All IT products and services delivered as part of this Agreement must conform to the State IT Policies, Standards, and Procedures (Policies & Standards | Maine IT) effective at the time this Agreement is executed.

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 Division of Procurement Services’ website at the following link: https://www.maine.gov/dafs/bbm/procurementservices/forms

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.

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

DEPARTMENT DEFENSE, VETERANS AND EMERGENCY MANAGEMENT

MILITARY BUREAU

BID COVER PAGE and DEBARMENT FORM

RFQ#15A240910*0056

FMS#1 Saco - Gym Equipment Procurement & Installation

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# 15A 240910*0056 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:

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.

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

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

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

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 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.

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 DEFENSE, VETERANS AND EMERGENCY MANAGEMENT

MILITARY BUREAU

Project SPECIFICATIONS

RFQ # 15A 240910*0056

FMS#1 Saco - Gym Equipment Procurement & Installation

The State reserves the right to not 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.

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.

Installation: Bid Price must include installation for any item requiring installation. Anticipated installation is January of 2025.

Delivery Location: FMS#1 - 20 Eastview Parkway, Saco, Maine 04072

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.

Delivery Date: Delivery date After Receipt of Order (ARO) may be factored into the bid award decision.

Award: The state intends to make a single award to the bidder with the lowest total quote. The state reserves the right to make multiple awards if it is in the best interest of the state. Additionally, due to required approval by the NGB, quotes must be good for 120 days and we may not be able to make the awards until Nov/Dec 2024.

Additionally, once BPO is awarded the vendor is required to provide any/all warranties for the equipment to Program Administrator (Ken Merrifield) 207-430-6335 or his designee, prior to installation.

The schedule of the anticipated BPO/s, resulting from this RFQ, is defined as follows:

Below is the list of items being bid on – specifications are included in Appendix D

General The vendor will schedule all deliveries and installation under this agreement to be performed during the department’s normal working hours defined as 7:30 a.m. to 4:00 p.m. Monday – Friday.

Note this does exclude State and Federal Holidays for normal scheduled work.

Installation Once awarded, the selected vendor will provide a detailed step-by-step information and management schedule of the delivery & installation.

Installation is anticipated to be able to begin 6 January 2025 and must be complete by 30 January 2025.

This site does not have a delivery dock, or elevator and vendor will need to plan accordingly.

The selected vendor shall take all necessary precautions to ensure there is no damage to the State’s property. All damage(s) to such property and furnishings shall be repaired or replaced at no additional cost to the State. The selected vendor will ensure that all floors, walls, doorjambs, and furniture that require protection shall be appropriately protected before movement commences.

DVEM representatives will inspect equipment/furniture installation and confirm that all is in good working order. Deficiencies will be brought to the attention of the vendor and those items will be corrected or replaced at no additional cost to the State.

The selected vendor will ensure that the equipment does not impede on the OIT wireless system, building electrical panels, fire safety equipment, and the building mechanical systems.

The selected vendor will clean the reconfiguration areas, to include removing all trash, cardboard, plastic, etc. associated with the project, prior to leaving on the final day.

The selected vendor shall schedule (2) two follow-up visits after the installation to adjust or move the equipment to comply with needs of the employees as they move into the space. The follow-up visits will be included as part of this project total cost.

The selected vendor will be responsible for all means and methods as they relate to safety and will comply with all local, state, and federal requirements. All contracted personnel shall be instructed to be mindful of maintaining a safe environment for the facility.

Before the project starts, the selected vendor shall inspect the work site and ascertain all information necessary to deliver effective performance of services.

The vendors installers will need to pass vetting for the MEARNG facility to be unescorted during the installation process. (See Vetting Below)

Vetting The Department retains the right to screen and restrict from the facility personnel employed by or representing the provider who do not receive a satisfactory/passing background check.

All persons must pass a federal background check conducted by the Department of Defense, Veterans and Emergency Management (DVEM) before being allowed into/onto the facility grounds. This applies to all Maine National Guard facilities and grounds.

The Contractor must supply a list of people who may be either involved in the work effort, accompanying the Contractor, subcontracted, or present at the facility to the Vetting Coordinator. This must happen within two weeks after the award of the contract or two weeks prior to the beginning of the contract, whichever comes first. This also applies to any “new” employees that become part of the project for the contract’s length.

The list will include first name, middle initial, last name, date of birth, maiden name, social security number or another federal issued identification number and driver’s license number & state issued for each person.

The Department will provide to the Provider the names of those personnel that are acceptable for access, and those that are not acceptable for unescorted access into/onto our facilities. The Department will not be legally allowed to share any specifics regarding why certain personnel are considered unacceptable for any access.

Awarded Contractor Invoice Requirements The State anticipates paying the Contractor on the basis of Net 30 payment terms, upon the receipt of an accurate and acceptable invoice, once materials are received/installed.

An invoice will be considered accurate and acceptable if it contains a reference to the State of Maine BPO number, State of Maine Vendor 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.

Vendor Communications The Contractor must respond to all emails and phone calls within one (1) business day.

The contractor is expected to meet (can be virtual) with the Program Administrator (Ken Merrifield) 207-430-6335, or his designee at least TWO weeks prior to the delivery & installation.

Military Facility:

The appearance and cleanliness of the facility are a direct representation of the Department. The vendor will be responsible for making sure the workplace is tidy and completely clean after work is completed.

State Held Harmless: The Contractor shall indemnify and hold harmless the Department and its officers, agents, and employees from and against any and all third party 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 Contractor, its employees or agents, officers or Subcontractors in the performance of work under this Agreement; provided, however, the Contractor shall not be liable for claims arising out of the negligent acts or omissions of the Department, or for actions taken in reasonable reliance on written instructions of the Department.

Layout of Equipment

Appendix C

DEPARTMENT DEFENSE, VETERANS AND EMERGENCY MANAGEMENT

MILITARY BUREAU

COST RESPONSE

RFQ# 15A 240910*0056

FMS#1 Saco - Gym Equipment Procurement & Installation

All responses to this RFQ will require a cost quotation response, in a format selected by the State of Maine. That format is attached in an excel file “gym equipment spreadsheet.xlsx”. Submissions in any other format may be rejected.

All bids must be entered into the Vendor Self Service (VSS). There are multiple lines representing each of the items being bid on.

All bids must have a bid price (Unit Price). The price must be filled in using numbers and a decimal point only. Example: If you bid is for one dollar you would enter 1.00

All bids must have the estimated days from award of contract to receipt of unit (Delivery Days). This will be entered as CALENDAR DAYS. Only numbers can be entered.

Example: If you expect to be able to deliver the unit in two weeks you would enter 14 If you have any details, you want us to know about your bid or the item you are bidding write them in the Comments section.

Required completed documents which must be attached:

Appendix A: Bid Cover Page & Debarment Form (Pages 10 & 11 of this document) Appendix C: Cost Response.

The RFQ 240910*0056. Bids need to be entered in the Vendor Portal as detailed in Appendix C as well as The attached bid worksheet (excel) must be filled out, breaking down the total bid by building and by year. No other options will be entertained.

Reminder = quotes must be good for 120 days and we may not be able to make the awards until Nov/Dec 2024.

Bids submitted not as instructed may be rejected.

The State of Maine reserves the right to request supporting information including the number of hours assigned to each task and the products intended to be used in the facility.

APPENDIX D

DEPARTMENT DEFENSE, VETERANS AND EMERGENCY MANAGEMENT

MILITARY BUREAU

RFQ# 15A 240910*0056

FMS#1 Saco - Gym Equipment Procurement & Installation

ITEM SPECIFICATIONS

Appendix E

State of Maine Service Contract - Standard Terms & Conditions INVOICES AND PAYMENT. Department will pay the Provider as follows: Payment terms are net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documents. Provider shall submit detailed invoices, itemizing all work performed during the invoice period, including the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment by the State. All invoices must include the Department and Advantage Contract numbers for this contract.

BENEFITS AND DEDUCTIONS. If the Provider is an individual, the Provider understands and agrees that he/she is an independent contractor for whom no Federal or State Income Tax will be deducted by the Department, and for whom no retirement benefits, survivor benefit insurance, group life insurance, vacation and sick leave, and similar benefits available to State employees will accrue. The Provider further understands that annual information returns, as required by the Internal Revenue Code or State of Maine Income Tax Law, will be filed by the State Controller with the Internal Revenue Service and the State of Maine Bureau of Revenue Services, copies of which will be furnished to the Provider for his/her Income Tax records.

INDEPENDENT CAPACITY. In the performance of this Contract, the parties hereto agree that the Provider, and any agents and employees of the Provider, shall act in the capacity of an independent contractor and not as officers or employees or agents of the State.

DEPARTMENT'S REPRESENTATIVE. The Contract Administrator shall be the Department's representative during the period of this Contract. He/she has authority to curtail services if necessary to ensure proper execution. He/she shall certify to the Department when payments under the Contract are due and the amounts to be paid. He/she shall make decisions on all claims of the Provider, subject to the approval of the Commissioner of the Department.

CHANGES IN THE WORK. The Department may order changes in the work, the Contract Amount being adjusted accordingly. Any monetary adjustment or any substantive change in the work shall be in the form of an amendment, signed by both parties and approved by the State Purchases Review Committee. Said amendment must be effective prior to execution of the work.

SUB-AGREEMENTS. Unless provided for in this Contract, no arrangement shall be made by the Provider with any other party for furnishing any of the services herein contracted for without the consent and approval of the Contract Administrator. Any sub-agreement hereunder entered into subsequent to the execution of this Contract must be annotated "approved" by the Contract Administrator before it is reimbursable hereunder. This provision will not be taken as requiring the approval of contracts of employment between the Provider and its employees assigned for services thereunder.

SUBLETTING, ASSIGNMENT OR TRANSFER. The Provider shall not sublet, sell, transfer, assign or otherwise dispose of this Contract or any portion thereof, or of its right, title or interest therein, without written request to and written consent of the Contract Administrator. No subcontracts or transfer of Contract shall in any case release the Provider of its liability under this Contract.

EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Contract, the Provider agrees as follows:

The Provider shall not discriminate against any employee or applicant for employment relating to this Contract because of race, color, religious creed, sex, national origin, ancestry, age, physical or mental disability, or sexual orientation, unless related to a bona fide occupational qualification. The Provider shall take affirmative action to ensure that applicants are employed and employees are treated during employment, without regard to their race, color, religion, sex, age, national origin, physical or mental disability, or sexual orientation.

Such action shall include but not be limited to the following: employment, upgrading, demotions, or transfers; recruitment or recruitment advertising; layoffs or terminations; rates of pay or other forms of compensation; and selection for training including apprenticeship. The Provider agrees to post in conspicuous places available to employees and applicants for employment notices setting forth the provisions of this nondiscrimination clause.

The Provider shall, in all solicitations or advertising for employees placed by or on behalf of the Provider relating to this Contract, state that all qualified applicants shall receive consideration for employment without regard to race, color, religious creed, sex, national origin, ancestry, age, physical or mental disability, or sexual orientation.

The Provider shall send to each labor union or representative of the workers with which it has a collective bargaining Contract, or other Contract or understanding, whereby it is furnished with labor for the performance of this Contract a notice to be provided by the contracting agency, advising the said labor union or workers' representative of the Provider's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The Provider shall inform the contracting Department’s Equal Employment Opportunity Coordinator of any discrimination complaints brought to an external regulatory body (Maine Human Rights Commission, EEOC, Office of Civil Rights) against their agency by any individual as well as any lawsuit regarding alleged discriminatory practice.

The Provider shall comply with all aspects of the Americans with Disabilities Act (ADA) in employment and in the provision of service to include accessibility and reasonable accommodations for employees and clients.

Providers and subcontractors with Contracts in excess of $50,000 shall also pursue in good faith affirmative action programs, which programs must conform with applicable state and federal laws, rules and regulations.

The Provider shall cause the foregoing provisions to be inserted in any subcontract for any work covered by this Contract so that such provisions shall be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials.

EMPLOYMENT AND PERSONNEL. The Provider shall not engage on a full-time, part-time or other basis during the period of this Contract, any executive employee who participated in any way in the solicitation, award or administration of this Agreement according to MRS Title 5 §18-A,2 and in harmony with MRS Title 17 §3104. Any contract made in violation of these sections is void.

WARRANTY. The Provider warrants that it has not employed or contracted with any company or person, other than for assistance with the normal study and preparation of a proposal, to solicit or secure this Contract and that it has not paid, or agreed to pay, any company or person, other than a bona fide employee working solely for the Provider, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon, or resulting from the award for making this Contract. For breach or violation of this warranty, the Department shall have the right to annul this Contract without liability or, in its discretion to otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

ACCESS TO RECORDS. As a condition of accepting an Contract for services under this section, a Provider must agree to treat all records, other than proprietary information, relating to personal services work performed under the Contract as public records under the freedom of access laws to the same extent as if the work were performed directly by the Department or agency. For the purposes of this subsection, "proprietary information" means information that is a trade secret or commercial or financial information, the disclosure of which would impair the competitive position of the Provider and would make available information not otherwise publicly available. Information relating to wages and benefits of the employees performing the personal services work under the Contract and information concerning employee and Contract oversight and accountability procedures and systems are not proprietary information. The Provider shall maintain all books, documents, payrolls, papers, accounting records and other evidence pertaining to this Contract and make such materials available at its offices at all reasonable times during the period of this Contract and for such subsequent period as specified under Maine Uniform Accounting and Auditing Practices for Community Agencies (MAAP) rules. The Provider shall allow inspection of pertinent documents by the Department or any authorized representative of the State of Maine or Federal Government, and shall furnish copies thereof, if requested. This subsection applies to contracts, contract extensions and contract amendments executed on or after October 1, 2009.

TERMINATION. (a)The performance of work under the Contract may be terminated by the Department whenever for any reason the Contract Administrator shall determine that such termination is in the best interest of the Department. Any such termination shall be affected by delivery to the Provider of a Notice of Termination specifying the date on which such termination becomes effective. Upon such termination, the Department shall pay the Provider for work performed by the Provider prior to the date of Notice of Termination. (b) Either party may terminate this Agreement for cause by providing a written notice of termination stating the reason for the termination. Upon receipt of the notice of termination, the defaulting party shall have fifteen

(15) business days to cure the default. If the default is of such a nature that it cannot be cured within fifteen (15) business days, the defaulting party shall have such additional time, as the parties may agree to, to cure the default, provided the defaulting party has taken steps to cure the default with the initial 15 days.

GOVERNMENTAL REQUIREMENTS. The Provider warrants and represents that it will comply with all governmental ordinances, laws and regulations.

GOVERNING LAW. This Contract shall be governed in all respects by the laws, statutes, and regulations of the United States of America and of the State of Maine. Any legal proceeding against the State regarding this Contract shall be brought in State of Maine administrative or judicial forums. The Provider consents to personal jurisdiction in the State of Maine.

STATE HELD HARMLESS. The Provider shall indemnify and hold harmless the Department and its officers, agents, and employees from and against any and all third party 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 Provider, its employees or agents, officers or Subcontractors in the performance of work under this Agreement; provided, however, the Provider shall not be liable for claims arising out of the negligent acts or omissions of the Department, or for actions taken in reasonable reliance on written instructions of the Department.

NOTICE OF CLAIMS. The Provider shall give the Contract Administrator immediate notice in writing of any legal action or suit filed that is related in any way to the Contract or which may affect the performance of duties under the Contract, and prompt notice of any claim made against the Provider by any subcontractor which may result in litigation related in any way to the Contract or which may affect the performance of duties under the Contract.

APPROVAL. This Contract must have the approval of the State Controller and the State Purchases Review Committee before it can be considered a valid, enforceable document.

INSURANCE. The Provider shall keep in force a liability policy issued by a company fully licensed or designated as an eligible surplus line insurer to do business in this State by the Maine Department of Professional & Financial Regulation, Bureau of Insurance, which policy includes the activity to be covered by this Contract with adequate liability coverage to protect itself and the Department from suits. Providers insured through a “risk retention group” insurer prior to July 1, 1991, may continue under that arrangement. Prior to or upon execution of this Contract, the Provider shall furnish the Department with written or photocopied verification of the existence of such liability insurance policy.

NON-APPROPRIATION. Notwithstanding any other provision of this Contract, if the State does not receive sufficient funds to fund this Contract and other obligations of the State, if funds are de- appropriated, or if the State does not receive legal authority to expend funds from the Maine State Legislature or Maine courts, then the State is not obligated to make payment under this Contract.

SEVERABILITY. The invalidity or unenforceability of any particular provision, or part thereof, of this Contract shall not affect the remainder of said provision or any other provisions, and this Contract shall be construed in all respects as if such invalid or unenforceable provision or part thereof had been omitted.

ORDER OF PRECEDENCE. In the event of a conflict between the documents comprising this Agreement, the Order of Precedence shall be:

Rider C Exceptions Rider B Terms and Conditions Rider A Scope of Work Funding Rider Rider D Included at Department Discretion Rider E Included at Department's Discretion Rider F Included at Department's Discretion Rider G Identification of Country in which contracted work will be performed Business Associate Agreement included at Department's Discretion Other Included at Department's Discretion

FORCE MAJEURE. The performance of an obligation by either party shall be excused in the event that performance of that obligation is prevented by an act of God, act of war, riot, fire, explosion, flood or other catastrophe, sabotage, severe shortage of fuel, power or raw materials, change in law, court order, national defense requirement, or strike or labor dispute, provided that any such event and the delay caused thereby is beyond the control of, and could not reasonably be avoided by, that party.

SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State’s option to withhold for the purposes of set-off any monies due to the Provider under this Contract up to any amounts due and owing to the State with regard to this Contract, any other Contract, any other Contract with any State department or agency, including any Contract for a term commencing prior to the term of this Contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Controller.

ENTIRE CONTRACT. This document contains the entire Contract of the parties, and neither party shall be bound by any statement or representation not contained herein. No waiver shall be deemed to have been made by any of the parties unless expressed in writing and signed by the waiving party. The parties expressly agree that they shall not assert in any action relating to the Contract that any implied waiver occurred between the parties, which is not expressed in writing. The failure of any party to insist in any one or more instances upon strict performance of any of the terms or provisions of the Contract, or to exercise an option or election under the Contract, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue in full force and effect, and no waiver by any party of any one or more of its rights or remedies under the Contract shall be deemed to be a waiver of any prior or subsequent rights or remedy under the Contract or at law.

AMENDMENT. No changes, modifications, or amendments in the terms and conditions of this Contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Provider.

DEBARMENT, PERFORMANCE, AND NON-COLLUSION CERTIFICATION. By signing this Contract, the Provider certifies to the best of Provider’s knowledge and belief that the aforementioned organization, its principals and any subcontractors named in this Contract:

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.

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

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

Violating Federal or State antitrust statutes or committing embezzlement, theft, forgery,…