Terms & Conditions of this RFP and Any Resulting Contract
Response Template
RFP #: 03410-143-15
/ Core MMIS
Template Q – Terms & Conditions of RFP / Resulting Contract RFP#: 03410-143-15
Table of Contents
1. Instructions 4
2. RFP Terms & Conditions 4
2.1 Proposal Submission Requirements……………………………………………………………………………….4
2.2 Amendments and Announcements Regarding this RFP………………………………………………....4
2.3 External Factors……………………………………………………………………………………………………………..5
2.4 Right to Reject Proposals or Portions of Proposals………………………………………………………...5
2.5 RFP Cancellation/Partial/Non-Award……………………………………………………………………………..5
2.6 Incomplete Proposals…………………………………………………………………………………………………….5
2.7 Multiple Responses ……………………………………………………………………………………………………….5
2.8 State Use of Ideas…………………………………………………………………………………………………………..5
2.9 Confidentiality of Bid Materials; Access to Record Laws…………………………………………………6
2.10 Use of Subcontractors……………………………………………………………………………………………………6
2.11 Cost Incurred..………………………………………………………………………………………………………………..7
2.12 Conflicts of Interest………………………………………………………………………………………………………..7
2.13 News Releases……………………………………………………………………………………………………………….7
2.14 Remittance of Payments ……………………………………………………………………………………………….8
2.15 Contract Acceptance ……………………………………………………………………………………………….…….8
2.16 Vendor's Acknowledgment of RFP Terms & Conditions………………………………………………….8
3. Contract Information………………………………………………………………………………………………………………..10
3.1 Mandatory Contract Terms………………………………………………………………………………………….10
3.2 State and Agency Customary Contracting Provisions……………………………………………………11
3.3 Basic Philosophy: Contracting or Results………………………………………………………………………11
4. General Terms & Conditions……………………………………………………………………………………………………..13
4.1 Intellectual Property/Work Product Ownership………………………………………………..………….13
4.2 Insurance & Proof of Coverage……………………….……………………………………………………………15
4.3 Warranties…………………………….…………………………………………………………………………………….17
4.4 Security of State Information ………………………………………………………………………………………18
4.5 Security Breach Reporting ….……………………………………………………………………………………….19
4.6 Disaster Recovery Plan/Back-Up Plan Policies………………………………………………………………20
4.7 Confidentiality of Contractor Information…………………………………………………………………….20
4.8 Confidentiality of State Information……………………………………………………………………………..21
4.9 Amendment/Change Orders…………………………………………………………………………………………23
4.10 Invoices………………………………………………………………………………………………………………………..23
4.11 Time is of the Essence………………………………………………………………………………………………....24
4.12 Prohibition of Advance Payments………………………………………………………………………………...24
4.13 Errors and Omissions…………………………………………………………………………………………………...24
4.14 Audit…………………………………………………………………………………………………………………………….25
4.15 Taxes……………………………………………………………………………………………………………………………26
4.16 Dispute Resolution……………………………………………………………………………………………………….26
4.17 Remedies for Default; Termination………………………………………………………………………………27
4.18 Assurances Before Breach…………………………………………………………………………………………….28
4.19 Retainage……………………………………………………………………………………………………………………..28
4.20 Liquidated Damages…………………………………………………………………………………………………….28
5. Additional Exceptions……………………………………………………………………………………………………………….29
5.1 Additional Proposed Changes to Terms & Conditions …………………………………….……………29
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/ Core MMISTemplate Q – Terms & Conditions of RFP / Resulting Contract RFP#: 03410-143-15
1. INSTRUCTIONS
The Vendor must sign and review Template Q, “Legal Contracting Requirements” in order to note the Vendor’s acknowledgement, intent of compliance, and exceptions to the following: (1) RFP Terms & Conditions; (2) Mandatory Contract Terms; (3) Standard State Provision for Contracts and Grants; and (4) General Terms & Conditions. If exceptions are not noted in Template Q of the RFP but raised during contract negotiations, the State reserves the right to cancel the negotiation if, at its sole discretion, if it deems that to be in the best interests of the State.
2. RFP TERMS & CONDITIONS
Vendors must strictly adhere to the terms and conditions of this RFP. Failure to follow any instruction within this RFP may, at the State’s sole discretion, result in the disqualification of the Vendor’s Proposal.
2.1 PROPOSAL SUBMISSION REQUIREMENTS
1. The State has no obligation to locate or acknowledge any information in the Vendor’s Proposal that is not presented under the appropriate outline according to these instructions and in the proper location.
2. The Vendor’s Proposal must be received, in writing, at the address specified in this RFP, by the date and time specified. The State WILL NOT BE RESPONSIBLE FOR DELAYS IN THE DELIVERY OF QUESTION DOCUMENTS. Any proposal received after proposal opening time will be returned unopened.
3. Proposals or alterations by fax, e-mail, or phone will not be accepted.
4. Original signatures are required on one copy of the Submission Cover Sheet and Template Q, and Vendor’s original submission must be clearly identified as the original.
5. The State reserves the right to waive any defect or irregularity in any proposal procedure.
6. The Vendor must not alter or rekey any of the original text in this RFP. If the State determines that the Vendor has altered any language in the original RFP, the State may, at its sole discretion, disqualify the Vendor from further consideration. The RFP issued by DVHA through the State of Vermont is the official version and will supersede any conflicting RFP language submitted by the Vendor.
7. To prevent opening by unauthorized individuals, all copies of the Proposal must be sealed in the package. A label containing the information on the cover page must be clearly typed and affixed to the package in a clearly visible location.
2.2 AMENDMENTS AND ANNOUNCEMENTS REGARDING THIS RFP
The State will post all official communication regarding this RFP on its website (http://www.vermontbidsystem.com), including any notice of tentative award. The State reserves the right to revise the RFP at any time. Any changes, amendments, or clarifications will be made in the form of written responses to Vendor questions, amendments, or addenda issued by the State on its website. Vendors should check the website frequently for notice of matters affecting the RFP. Any contract resulting from this RFP will be between the State of Vermont and the selected Vendor. Any requirements specified herein post award are specifically by and between the State of Vermont and the selected Vendor.
2.3 EXTERNAL FACTORS
External factors may affect the Project, including budgetary and resource constraints. Any Contract or Contracts resulting from this RFP shall be subject to the availability of state and federal funds. As of the issuance of this RFP, the State anticipates that budgeted funds will be available to reasonably fulfill the Project requirements. If, however, funds are not available, the State reserves the right to withdraw the RFP or terminate the resulting Contract or Contracts without penalty.
2.4 RIGHT TO REJECT PROPOSALS or PORTIONS OF PROPOSALS
The State of Vermont may, at its sole discretion, reject any and all proposals or portions thereof.
2.5 RFP CANCELLATION/PARTIAL/NON-AWARD
The State of Vermont reserves the right to cancel this RFP, to make a partial award, or to make no award for any reason or no reason if it determines that such action is in the best interest of the State.
2.6 INCOMPLETE PROPOSALS
The State may reject without further consideration a Proposal that does not include a complete, comprehensive, or total solution as requested by the RFP.
2.7 MULTIPLE RESPONSES
If there is a successful joint proposal for either of the two RFP Components, or for both components by two (2) or more organizations, one (1) organization must be designated as the Prime Bidder. The Prime Bidder will be the State’s sole point of contact for the RFP Components being awarded and will bear sole responsibility for performance under any resulting agreement.
2.8 STATE USE OF IDEAS
The State reserves the right to use any and all ideas presented in a Proposal unless the Vendor presents a valid legal case that such ideas are trade secrets or confidential information, and identifies the information as such in its Proposal. A Vendor may not object to the use of ideas that are not the Vendor’s intellectual property and so designated in the proposal that: (1) were known to the State before the submission of the Proposal, (2) were in the public domain through no fault of the State, or (3) became properly known to the State after Proposal submission through other sources or through acceptance of the Proposal.
2.9 CONFIDENTIALITY OF BID MATERIALS; ACCESS TO RECORDS LAWS
All RFP Responses shall become the property of the State and, once the resulting Contract is finalized, may be subject to disclosure under the State’s Access to Public Records Law, 1 V.S.A. § 315 et seq. In accordance therewith, the State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the vendor, and which gives the vendor an opportunity to obtain business advantage over competitors who do not know it or use it.
If the response includes material that is considered by the Vendor to be proprietary and confidential under 1 V.S.A. § 317(c), the Vendor shall clearly designate the material as such prior to bid submission, as follows:
1. In the cover letter to any RFP Response, the Vendor must identify each page or section of the response that it believes is proprietary and confidential and provide a written explanation relating to each marked portion to justify the denial of a public record request should the State receive such a request. The letter must address the proprietary or confidential nature of each marked section, provide the legal authority relied on, and explain the harm that would occur should the material be disclosed.
2. The vendor shall also include a redacted copy of its RFP Response. Redactions must be limited so that the reviewer may understand the nature of the information being withheld. It is typically inappropriate to redact entire pages, or to redact the titles/captions of tables and figures. Under no circumstances can the entire response or price information be marked confidential. Responses so marked may not be considered and will be returned to the bidder.
2.10 USE OF SUBCONTRACTORS
Subject to the conditions listed in this RFP, the Vendor may propose to use a Subcontractor(s) to make a complete offer to perform all services. Any prospective Subcontractor that is not a wholly owned subsidiary of the Vendor will be subject to these conditions.
The conditions for proposing to use Subcontractors include, but are not limited to, the following:
1. A Vendor shall not provide any State confidential information to a potential Subcontractor or another entity without the prior written approval of the State. Prior to any communication or distribution of State confidential information to the potential Subcontractor, the Vendor must provide the State with the name and contact information of the potential Subcontractor in advance and in writing.
2. If selected, the Vendor will be the Prime Bidder for services provided to the State by approved Subcontractors.
3. The Vendor will be ultimately responsible for the provision of all services, including Subcontractor’s compliance with the service levels, if any.
4. Any Subcontractor’s cost will be included within the Vendor’s pricing and invoicing.
No subcontract under the Contract must relieve the Vendor of the responsibility for ensuring the requested services are provided. Vendors planning to subcontract all or a portion of the Work to be performed must identify the proposed Subcontractors.
2.11 COSTS INCURRED
Issuance of this RFP in no way constitutes a commitment by the State to award a contract or to pay any costs incurred by a Vendor in the preparation of a response to this RFP. The State is not liable for any costs incurred by a Vendor prior to issuance of or entering into a formal agreement, contract, or purchase order. Costs of developing proposals, preparing for, or participating in oral presentations and site visits, or any other similar expenses incurred by a Vendor are entirely the responsibility of the Vendor, and will not be reimbursed in any manner by the State.
2.12 CONFLICTS OF INTEREST
A conflict of interest is a set of facts or circumstances in which either a Vendor or anyone acting on its behalf in connection with this procurement has past, present, or currently planned personal, professional, or financial interests or obligations that, in the State’s determination, would actually or apparently conflict or interfere with the Vendor’s contractual obligations to the State. A conflict of interest would include circumstances in which a Vendor’s personal, professional or financial interests or obligations may directly or indirectly:
§ Make it difficult or impossible to fulfill its contractual obligations to the State in a manner that is consistent with the best interests of the State of Vermont;
§ Impair, diminish, or interfere with that Vendor’s ability to render impartial or objective assistance or advice to the State; or
§ Provide the Vendor with an unfair competitive advantage in future State procurements.
Neither the Vendor nor any other person or entity acting on its behalf, including but not limited to Subcontractors, employees, agents and representatives, may have a conflict of interest with respect to this procurement. Before submitting a Proposal, a Vendor must certify that it does not have personal or business interests that present a conflict of interest with respect to the RFP and resulting Contract. Additionally, if applicable, the Vendor must disclose all potential conflicts of interest. The Vendor must describe the measures it will take to ensure that there will be no actual conflict of interest and that its fairness, independence and objectivity will be maintained. The State will determine to what extent, if any, a potential conflict of interest can be mitigated and managed during the term of the Contract. Failure to identify potential conflicts of interest may result in disqualification of a proposal or termination of the Contract.
2.13 NEWS RELEASES
Prior to tentative award, a Vendor may not issue a press release or provide any information for public consumption regarding its participation in the procurement. After tentative award, a Vendor must receive prior written approval from the State before issuing a press release or providing information for public consumption regarding its participation in the procurement. Requests should be directed to the State point of contact identified in Section 1 of the RFP.
This does not preclude business communications necessary for a Vendor to develop a Proposal, or required reporting to shareholders or governmental authorities.
2.14 REMITTANCE OF PAYMENT
Vendor must specify the address to which payments will be sent and provide a current W-9 to DVHA; these requirements must be submitted with the proposal package.
2.15 CONTRACT ACCEPTANCE
If the Successful Bidder(s) refuses to sign the agreement within ten (10) business days of delivery, DVHA may cancel the selection and award to the next highest-ranked bidder(s).
2.16 Please provide a signature stipulating the vendor’s acknowledgement of these RFP Terms & Conditions.
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3. CONTRACT INFORMATION
3.1 MANDATORY CONTRACT TERMS
The selected Vendor(s) will sign a contract with the State to provide the items named in its response, at pricing agreed to by the State. Minimum support levels, and terms and conditions derived from this RFP and the Vendor’s response will be included in the contract as requirements. The contract will be subject to review throughout its term.