REQUEST FOR PROPOSAL (RFP)

RFP # 20-0092

Kitchen Serving Lines Installation

RFP Release Date: December 30, 2019

Walk-Through January 14, 2020 9:00AM Henderson Academy 16101 W. Chicago Detroit, MI 48228

Written Questions Due: January 16, 2020 On or before Noon

Proposals Due: January 28, 2020 On or before 4p.m. to the

DETROIT PUBLIC SCHOOLS COMMUNITY DISTRICT

OFFICE OF PROCUREMENT AND LOGISTICS

FISHER BUILDING – 11TH FLOOR

3011 WEST GRAND BLVD

DETROIT, MICHIGAN 48202

(See Section L, Paragraph 2, ‘Submission Instructions’)

Detroit Public Schools Community District 3011West Grand Blvd.

Detroit, Michigan 48202

PREFACE

Background Operations and Demographics Detroit Public Schools Community District (DPSCD) provides a standard, traditional curriculum to a student body of approximately 50,000 students ranging from pre-kindergarten through the 12th grade. DPSCD also provides adult education at a variety of facilities during non-school hours. In addition to the standard curriculum, DPSCD offers a variety of specialized technical training programs for the higher-grade levels. The District encompasses an area of approximately 139 square miles. DPSCD operates 100 schools, including elementary (K-5), combination (K-8), middle schools, high schools and technical center schools.

RFP Document

Suppliers need to review this document carefully. An explanation of the sections and parts are outlined below:

· Section A-J (Parts I, II & III) will form the body of the contract once both parties have signed Section A. Upon award and acceptance of the proposed work, these sections become the contract with the Offeror (Vendor/Contractor) and DPSCD and may include attachments containing terms, conditions and/or pricing specific the product or service being rendered. Section J (Part III) contains all attachments or additional supporting information.

· Section K-M (Part IV) contains the representations and certifications all Suppliers must complete to meet the eligibility requirements (Section K). It also contains the format instructions to Suppliers for both the specific product or service and general terms and conditions for all RFPs (Section L). Section M outlines specific information about the eligibility requirements, evaluation criteria and general selection process.

DETROIT

PUBLIC

SCHOOLS COMMUNITY DISTRICT

Office of Procurement and Logistics Fisher Building 11th Floor 3011 West Grand Blvd.

Detroit, MI 48202

SECTION A

Contract Cover Page & Signatures

1.Contract No.:

2. ITB/RFP No.: 20-0092

3. Contract Title:

Cafeteria Kitchen Serving Lines

4. Contract Amount:

5. Contract Term:

Section J: List of Attachments

8. Signature of Authorized Supplier Representative:

___________________________ ____________ Signature Date Signed

Print N Print Name: ______________________

Title: ___________________________

9. Signature of DPSCD:

____________________________ ____________ Signature Date Signed

Prin Print Name: Nikolai P. Vitti, Ed.D.

Title: Superintendent

SECTION B

SCHEDULE

Supplier shall provide necessary labor, material, equipment, transportation, and supervision for remodeling of the cafeteria kitchen serving lines at seven (7) DPSCD school locations: Central High School, Dixon Educational Learning Academy, Henderson Academy, Henry Ford High School, Ludington Magnet Middle and Honors School, Osborn High School and Sampson-Webber Leadership Academy. Schematic plans for existing layouts at each school cafeteria are outlined accordingly in Attachment D which are being converted and upgraded as found in Attachmnet B.

PRICING

Pricing must be all-inclusive of labor, materials, supplies, travel or any other necessary items. Pricing should include an applicable cost breakdown related to the items identified in Attachment A – Cost Proposal (All Schools).

End of Section B

SECTION C

SCOPE OF SERVICE

Detroit Public Schools Community District (DPSCD) Office of School Nutrition (OSN) is seeking services from a vendor to provide services for the remodeling of school cafeteria kitchen lines at the seven (7) following school locations:

Central High School, Dixon Educational Learning Academy, Henderson Academy, Henry Ford High School, Ludington Magnet Middle and Honors School, Osborn High School and Sampson-Webber Leadership Academy.

Schematic plans for each individual school cafeteria are outlined accordingly in Attachment B – Schematic Plans (All Schools).

The Contractor shall provide all labor, material tools, equipment, supervision and other related items required to the complete the project as per the Special Contract Specifications in Attachment C – Foodservice Specifications (All Schools). The Contractor shall provide a quote for all labor and equipment outlined in Attachment A – Cost Proposal.

The Contractor is expected to attend the walk-through to familiarize themselves with the site conditions and to fully understand the necessary work. State and include any work, as necessary, in addition to the Contract Specifications in Attachment C – Foodservice Specifications (All Schools).

The contractor may bid on one, several, or all individual schools.

End of Section C

SECTION D

PACKAGING AND MARKING

(Reserved) End of Section D

SECTION E

INSPECTION AND ACCEPTANCE

Machion Jackson, Assistant Superintendent, is the Executive Director of Procurement and Logistics’ Technical Representative and shall perform or designate other persons or entities to perform inspection, acceptance, and quality assurance. Reports and other submissions shall be submitted to:

Carl Williams, Executive Director School Nutrition Support Services Complex, Building C 1601 Farnsworth Detroit, MI 48211

---------- End of Section E ---------

SECTION F

DELIVERIES OR PERFORMANCE

The primary place of performance and/or delivery for the program in Section B shall mostly be at the Detroit Public Schools Community District, Monday through Friday except holidays.

End of Section F

SECTION G

CONTRACT ADMINISTRATION DATA

1. The Executive Director of Procurement shall be responsible for all contractual matters and is the only individual authorized to make changes of any kind to the contract. The Supplier shall not rely upon any oral change from anyone, or a written request for change from someone other than the Executive Director of Procurement. All changes must be in writing, signed by the Executive Director of Procurement.

2. Suppliers will not be paid for services rendered/goods delivered greater than the amount of this contract. Any services rendered /goods delivered beyond the amount approved in this contract is done wholly at supplier’s own risk. The District shall not be obligated to pay for services rendered/goods delivered beyond the amount stipulated in this contract in Section A, item 4.

3. Invoicing and Payment

a. Invoicing and billing shall be submitted to:

Detroit Public Schools Community District Fisher Building 11th Floor Accounts Payable Department 3011 West Grand Blvd.

Detroit, MI 48202 Email: accounts.payable@detroitk12.org

And shall conform to policies or regulations adopted from time to time by the District. Invoices shall be legible and shall contain, at a minimum and as applicable the following information: (1) the contract number and DPSCD purchase order number; (2) a complete itemization of all costs including quantities ordered; (3) a complete itemization of the schools and/or students served; and (4) any discounts offered to the District under the terms of the contract. A courtesy copy of the invoice must be sent to the department identified under Section E – Inspection and Acceptance AND the name that appears in the “Attention” line on the purchase order but shall not be deemed received by DPSCD unless sent directly to Accounts Payable.

b. Subject to any withholding provisions of the contract, payment shall be made within a 45-day payment cycle after the District’s receipt of a properly prepared invoice.

c. The Supplier shall provide to the Executive Director of Procurement and Logistics a fully executed W-9 Form. It is the Supplier’s responsibility to notify the Executive Director of Procurement of any changes in the remittal address. Failure to provide this information may impact payment of invoices by DPSCD. In order that this Form is the current version at time of submittal, the Supplier shall download this Form from the Internal Revenue Service website shown below, complete the Form and submit as specified herein. The website from which to obtain this Form is:

http://www.irs.gov/prod/forms_pub/whatshot.htm

SECTION H

SPECIAL CONTRACT REQUIREMENTS

(Reserved)

---------- End of Section H ----------

SECTION I

GENERAL CONTRACT CLAUSES

I.01 Type of Contract

This will be a fixed type Contract. Unless the parties otherwise agree in writing, the fixed prices agreed upon by the parties will remain fixed for the duration of the Contract, including any extensions thereof.

I.02 Term of Contract

This Contract is for the period as outlined in Section A, Item 5 of this contract, subject to extension as set forth in Section I.03 below and suspension and termination as set forth in Sections I.38 and I.39 below.

I.03 Option to Extend the Term of the Contract (Reserved)

I.04 Availability of Funds (Multi-Year) (Reserved)

I.05 Holidays:

Contractors, contracted workers, vendors, suppliers and/or sub-contractors are not to report to work and the District will not provide payment for services rendered on the days the District is closed in observance of the below listed nine holidays and breaks:

HOLIDAYS (No. of Days)

· Independence Day

· Labor Day

· Thanksgiving Break

· Christmas Day

· New Year’s Day

· Martin Luther King Day

· Good Friday

· Memorial Day

BREAKS (No. of Days)

· Day before Thanksgiving (1 day)

· Holiday Break (8-10 days)

· Mid-Winter Break (1-5 days, pursuant to board approved calendar)

· Spring Break (1-5 days, pursuant to board approved calendar)

Any exceptions to mandatory vacation must be approved in advance and in writing by the Superintendent. The grant of such exceptions will be limited to contractors whose duties relate to essential core functions. Any contracted employee granted an exception will be notified by their District supervisor.

I.06 Compliance with Applicable Laws

The Supplier agrees to adhere to and comply with any and all federal and state laws, applicable to its operation, its execution, delivery and performance of this Contract and the operation of school buildings in the State of Michigan, including, but not limited to, federal laws and regulations pertaining to Equal Employment Opportunity, Fair Employment Practices, Anti-Kickback Act, Clean Water Act, Environmental Protection Agency laws and regulations, Energy Policy and Conservation Act, Elementary and Secondary Education Act, the No Child Left Behind Act, American Disabilities Act, the Asbestos Hazardous Emergency Response Act, America Recovery and Reinvestment Act, federal and state privacy laws and federal and state health regulations. The Supplier shall also adhere to all rules and regulations, including any reporting requirements thereof, from any regulatory body, including Department of Education (DOE) and Department of Labor, regarding the operations of such programs. Supplier acknowledges this Contract may be funded by funds from a federal agency or program. Supplier certifies that neither it, its principals nor its subcontractors are currently debarred, declared ineligible or voluntarily excluded from participation in transactions by any federal department or agency.

I.07 Licenses and Permits

The Supplier shall, without additional expense to the District, be responsible for obtaining any necessary licenses, permits, and approvals for complying with any federal, state, county, municipal, and other laws, codes, and regulations applicable to the performance of the work or to the products or services to be provided under this contract including, but not limited to, any laws or regulations requiring the use of licensed Suppliers to perform parts of the work.

I.08 Licensed and Qualified Personnel

The Supplier agrees to use only licensed personnel to perform work required by law to be performed by such personnel. Lack of knowledge by the Supplier will in no way be a cause for relief from responsibility. The Supplier represents that all persons performing services under this Contract have the requisite skills and experience necessary to adequately provide the services in the accordance with the standards set forth herein, and shall be qualified to do so and licensed if required.

I.09 Criminal Background Screening

The Supplier agrees that any and all Supplier employees, subcontractors, independent contractors or other agents working on or under this Contract shall be free and clear of any sexual and drug related convictions, and from any felony convictions. The Supplier understands and agrees that each employee, subcontractor, independent contractor or other agent, who is or shall be assigned to regularly and continuously work under this Contract in any of the District’s schools, as determined or defined by the Michigan Revised School Code (each a “Covered Employee or Agent”), must provide written consent to the District to enable the District to conduct the federal and state criminal history check and the federal and state criminal records check required by the Michigan Revised School Code. The Supplier further agrees that each Covered Employee or Agent must be presented to submit his or her fingerprints for the purpose of the federal and state criminal records check in accordance with District policy and as further directed by the District, at the sole cost and expense of the Supplier, have the results sent to the District, and provide all information required by the State of Michigan to include those individuals in the appropriate State of Michigan education personnel databases.

The Supplier understands and agrees that the cost of the criminal background check is the responsibility and expense of the Supplier and its Covered Employees or Agents and not the responsibility and expense of the District.

The Supplier understands and agrees that any of its Covered Employee or Agent, who does not meet or comply with the requirements of this Section may not provide services to the District under this Contract or otherwise. Failure by any Covered Employee or Agent of Supplier to comply with the provisions of this Section constitutes a breach of this Contract and the District may seek all applicable remedies.

I.10 Equal Opportunity

During the performance of this Contract, the Supplier agrees that it will, in good faith, afford equal opportunity required by applicable federal, state or local law to all employees and applicants for employment without regard to race, color, religion, sex, handicapping conditions, or national origin. The Supplier further agrees to afford equal opportunity required by applicable federal, state, or local law to subcontractors and suppliers, which are “disadvantaged business enterprises” or “women owned enterprises” (both as defined by federal law or regulation in effect on the date of this contract). The Supplier agrees to insert the substance of this clause in all subcontracts and purchase orders.

I.11 Subcontractors and Outside Consultants

Supplier agrees that any subcontractors and outside consultants required or utilized by the Supplier in connection with the services covered by the Contract will be limited to such individuals or firms as were specifically identified and agreed to by the District in connection with the award of this Contract, and who will assist the Supplier in performing the Contract in accordance with its terms, including, but not limited to, the provisions relating to insurance, the right to audit, confidentiality, and background checks. Any substitution in such subcontractors or consultants is subject to the prior written approval of the District. The Supplier shall inform any subcontractors of the terms and conditions of this Contract and have the subcontractors’ written agreement to be bound by the terms thereof.

I.12 Drug-Free Workplace

1. Definitions. As used in this clause –

a. “Controlled substance” means a controlled substance including but not limited to marijuana, heroin, LSD, concentrated cannabis or cannabis oils, hashish or hash oil, morphine or its derivatives, mescaline, peyote, phencyclidine (PCP, Angel Dust), opium, opiates, cocaine, methadone, quaaludes, amphetamines, ‘exotic designer’ drugs, benzodiazepines, seconal, codeine, barbiturates, phenobarbital or valium.

b. “Conviction” means a finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of federal or state criminal drug statutes.

c. “Criminal drug statute: means a federal or non-federal criminal statute involving the manufacture, distribution, dispensing, possession, or use of any controlled substance.

d. “Drug-free workplace” means the site(s) for the performance of work done by the Supplier in connection with a specific contract.

e. “Alcohol” means ethyl alcohol and any beverage containing ethyl alcohol.

f. “Employee” means an employee of a Supplier or of a permitted Subcontractor or outside consultant directly engaged in the performance of work under a District contract. “Directly engaged” is defined to include all direct cost employees and any other Supplier employee who has other than a minimal impact or involvement in contract performance.

g. “Individual” means a Supplier that has no more than one employee including the Supplier.

2. The Supplier shall, within 30 days after award (unless a longer period is agreed to in writing for contracts of 30 days or more performance duration), or immediately for contracts of less than 30 days performance duration

a. Publish a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Supplier’s workplace and specifying the actions that will be taken against employees for violations of such prohibition;

b. Establish an ongoing drug-free awareness program to inform such employees about -

c. Provide all employees engaged in performance of the contract with a copy of the statement required by subparagraph (2) (a) of this clause;

e. Notify the Executive Director of Procurement and Logistics in writing within 10 days after receiving notice under subdivision (2) (d) (ii) of this clause, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee;

f. Within 30 days after receiving notice under subdivision (2)(d)(ii) of this clause of a conviction, take one of the following actions with respect to any employee who is convicted of a drug abuse violation occurring in the workplace:

g. Make a good faith effort to maintain a drug-free workplace through implementation of subparagraphs (2) (a) through (2) (f) of this clause.

I.13 Standards of Performance and Reasonable Assurances

The Supplier shall be responsible for maintaining satisfactory standards of its employees’ competence, conduct, courtesy, appearance, honesty, and integrity. It shall be responsible for taking such disciplinary action with respect to any of its employees as may be necessary.

a) The Supplier shall perform all services required by this Contract in accordance with high professional standards prevailing in the Supplier’s field of work.

b) If the District, in good faith, has reason to believe that the Supplier does not intend to, or is unable to perform or has refused to perform or continue performing all material obligations under this Contract, the District may demand in writing that the Supplier give a written assurance of intent to perform. Failure by the Supplier to provide written assurance within the number of days specified in the demand (in no event less than five (5) business days) may, at the District 's option, be the basis for terminating this contract under the terms and conditions or other rights and remedies available by law or provided by this Contract.

I.14 Materials and Equipment

The Supplier is expected to supply all tools, equipment, materials and supplies necessary to complete the services specified, beyond normal and routine equipment provided at schools and administrative office facilities. Materials and supplies used will be reputable name brands and kept in excellent condition. Occupational Safety and Health Act of 1970 (OSHA) training, if applicable, will be provided to all employees required to operate equipment. The Supplier will be held responsible for damages resulting from improper use of tool, materials and equipment, unless such damages result from the negligence of the District, and shall repair or pay for such damages, at its sole cost.

I.15 Patents and Royalties

The Supplier, without exception, shall indemnify the hold harmless the District and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the District. If the Supplier uses any design, device, or materials covered by letters, patent, or copyright, it is mutually understood and agreed without exception that the Contract prices shall include all royalties or cost arising from the use of such design, device or materials in any way involved in the work.

I.16 Warranty of Services and Goods

1. “Acceptance,” as used in this clause, means the act of an authorized representative of the District by which the District assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract. “Correction,” as used in this clause, means the elimination of defect.

2. Notwithstanding inspection and acceptance by the District or any provision concerning the conclusiveness thereof, the Supplier warrants that all services performed and goods provided under this Contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. Contract further warrants that the goods will be fit and sufficient for the purpose intended. The Executive Director of Procurement and Logistics shall give written notice of any defect or nonconformance to the Supplier within 30 days. This notice shall state either (1) that the Supplier shall correct, re-perform or replace any defective or nonconforming services or goods, or (2) that the District does not require correction, re-performance or replacement.

3. If the Supplier is required to correct or re-perform services or replace goods, it shall be at no cost to the District, and any services corrected or re-performed or any goods replaced by the Supplier shall be subject to this clause to the same extent as work initially performed. If the Supplier fails or refuses to correct or re-perform services or replace goods, the Executive Director of Procurement and Logistics may, by contract or otherwise, correct or replace with similar services and goods and charge to the Supplier the cost occasioned to the District thereby, or make an equitable adjustment in the Contract price.

4. Supplier will deliver and transfer all manufacturer’s warranties related to the goods to the District and will execute all paperwork and instruments necessary to effectuate such delivery and transfer.

I.17 Adjustment and Cleaning

1. The Supplier shall clean exposed surfaces of all grease, oil, dirt, and other foreign matter and remove all packaging materials.

2. The Supplier shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, the Supplier shall remove from the work area and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the District. Upon completing the work, the Supplier shall leave the work area in clean, neat and orderly conditions satisfactory to the District. Dumpsters will not be provided by the District.

I.18 Federal, State, and Local Taxes

The Contract price includes all applicable federal, state, and local taxes and duties. The District is exempt from Michigan State and local sales and use taxes, and any such taxes included on any invoice or voucher received by the District shall be deducted from the amount of the invoice or voucher for purposes of payment.

I.19 Project Personnel

The Supplier shall provide adequate and competent supervision at all times during the performance of the Contract. The Supplier shall identify key personnel and telephone numbers for those who will be actually managing the Contract. Changes in staffing must be proposed in writing to the District and approved by the Executive Director of Procurement and Logistics. Nothing in this section is intended by the District to be a guarantee of employment for any such identified persons.

I.20 Removal of Employees, Agents or Subcontractors

The District may request the Supplier to immediately remove from assignment to the District any employees, agent, or subcontractor found unfit or unable to perform duties or services under this Contract, for any non-discriminatory reason as determined by the District. Failure by the District to make such request shall not excuse Supplier from complying with the terms of this Contract or applicable law. The Supplier will remedy any District requests under this Section within five (5) business days of written notice. Nothing in this section will be construed to be an extension of any deadline for performance by the Supplier under this Contract, unless agreed to by the District in writing.

I.21 Photo Identification Badge

The Supplier shall provide any individual assigned to the District, a company photo identification badge, which must be worn at all times while on the District’s property. The District reserves the right to require the Supplier to pay fingerprinting fees for personnel assigned to work in sensitive areas. Upon completion of the service and prior to final payment of invoice, all employees shall turn in their photo identification badges to the Supplier.

I.22 Performance Meetings/Reports

The Supplier will meet with the District, as requested at no additional cost, and shall provide the District with such agreed upon reports or such reports as are required by law in Supplier’s performance of this Contract or to assist the District in assessing the Supplier’s performance. The Supplier shall be readily available to meet with representatives of the District, at no additional cost, as often as necessary to resolve any performance problems identified during the term of the Contract. Meetings will be coordinated by the District. Supplier’s failure to participate in problem resolution meetings or failure to make a good faith effort to resolve problems may result in termination of this Contract.

I.23 Independent Contractor

The Supplier at all times shall be an independent contractor. The Supplier shall be responsible for the payment of all federal, state, and local taxes, including, but not limited to income taxes, which may be payable by Supplier as a result of its performance of this Contract and/or the revenues earned hereunder. The Supplier shall be fully responsible for all acts and omissions of its employees, subcontractors, and their suppliers, and shall be specifically responsible for sufficient supervision and inspection to ensure compliance in every respect with the contract requirements. There shall be no contractual relationship between any subcontractor or supplier of the Supplier and the District by virtue of this contract. No provision of this contract shall be for the benefit of any party other than the District and the Supplier.

I.24 Insurance

1. General. The Supplier is required to maintain the insurance, meeting the specifications set forth herein for the entire duration of the Contract with the District.

2. Insurance. Prior to the execution of this Contract, the Supplier shall submit a certified copy of the policies or Certificate of Insurance satisfactory to the District at the following address: Detroit Public Schools Community District, Office of Procurement and Logistics, Fisher Building, 3011 West Grand Blvd., 11th Floor, Detroit, Michigan 48202.

3. Requirements. The insurance required of Supplier by this Section must meet the following specifications:

a. Worker’s Compensation coverage limits in the statutory amount as required in the State of Michigan and Employer’s Liability coverage limits in the amount of $500,000.00 (Five Hundred Thousand Dollars) each accident, each disease and each employee.

b. Automobile Liability Insurance (covering all owned, hired and non-owned vehicles with personal and property protection insurance including residual liability insurance under Michigan No Fault Insurance Law) coverage limits in an amount with a combined single limit not less than $1,000,000.00 (One Million Dollars).

c. Commercial General Liability Insurance coverage limits in the amount of $2,000,000.00 (Two Million Dollars) per occurrence and $4,000,000.00 (Four Million Dollars) aggregate.

4. Approval of Forms and Companies. The Certificate of Insurance must state the Policy Number, date of expiration and limits of liability there under. No party subject to the provisions of this Contract shall violate or knowingly permit to be violated any of the provisions of the policies of insurance described herein. All insurance should be provided by insurance companies licensed to do business in the State of Michigan with a Best’s Service rating of no lower than A-.

5. Additional Insurance Endorsement. The policies required hereunder, with the exception of 3a. (Workers Compensation and Employer’s Liability) shall name the District and its mortgagee, if any, as an additional insured. The minimum amounts of coverage set forth in Section 3 above are subject to periodic review and amendment by the District’s Risk Management Office, in the exercise of its reasonable discretion. Any excess liability coverage utilized to satisfy any increased requirements hereunder must be at least “follow form” in scope of coverage, placed with an authorized carrier and name the District, its officers, representatives, agents and employees, as an additional insured.

6. Certificate Holder: DPSCD should be addressed as the Certificate Holder using the following address: Detroit Public Schools Community District, Risk Management, 3011 W Grand Blvd, 11th Floor, Detroit, MI 48202.

7. Notice of Cancellation or Material Changes. Policies and/or certificates shall specifically provide for a thirty (30) day written prior notice of cancellation, non-renewal, or any material change to be sent to the District.

8. Multiple Policies. The limits of liability as required above may be provided by a single policy of insurance or a combination of primary, excess or umbrella liability policies. But in no event shall the total limit of liability of any one occurrence or accident be less than the amount shown above.

9. Deductibles. Companies issuing the insurance policies and the Supplier shall have no recourse against the District for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of the Supplier.

10. Subcontractors. If any part of the work is subcontracted, Supplier shall require any and all subcontractors performing work under this Contract to carry worker’s compensation insurance and other types of insurance with limits of liability as Supplier shall deem appropriate and adequate for the duration of the subcontracting arrangement. In the event a subcontractor is unable to furnish adequate insurance required under the Contract, the Supplier shall endorse the subcontractor as an Additional Insured and/or become an Alternate Employer, prior to the subcontractor performing any work for or on behalf of the Supplier in performance of this Contract. The Supplier shall obtain and furnish to the District certificates of insurance evidencing subcontractors’ workers’ compensation insurance coverage. If a subcontractor’s certificate of workers’ compensation insurance expires during the period of performance, Supplier shall obtain a renewal certificate. All other insurance certificates for subcontractors shall be furnished to the District.

11. Waiver. The selected Supplier shall not hold the District liable for any personal injury incurred by its employee, agent or consultant, Supplier or subcontractor while working on this project. The Supplier agrees to hold the District harmless from any such claim by its employees, agents, consultants, Supplier or subcontractor.

I.25 Changes

1. The Executive Director of Procurement and Logistics may, at any time, by written order, make changes within the general scope of the Contract in the services to be performed. If such changes cause an increase or decrease in the Supplier’s cost of, or time required for, performance of any services under this Contract, whether or not changed by any order, the Contract shall be modified in writing to reflect such changes. Any claim of the Supplier for adjustment under this clause must be asserted in writing within 30 days from the date of receipt by the Supplier of the notification of change unless the Executive Director of Procurement and Logistics grants a further period of time before the date of final payment under the Contract.

2. No services for which an additional cost or fee will be charged by the Supplier shall be furnished without the prior written authorization of the Executive Director of Procurement and Logistics.

I.26 Notices

All written notices required under the terms of the contract shall be addressed to the Supplier at the address set forth in Section A of this Contract. Notices to the District shall be addressed as follows: Attention: Executive Director of Procurement and Logistics, Detroit Public Schools Community District, Office of Procurement and Logistics, 3011 West Grand Blvd., 11th Floor, Detroit, Michigan 48202.

I.27 Indemnification

The Supplier agrees to indemnify, hold harmless and defend the District, its Board of Education, and all administrators, employees, students, volunteers, agents, or servants of the District, against all suits, actions, legal proceedings, claims and demands, and against all damages, loss, costs, expenses (including attorney’s fees), in a manner caused by, arising from, incidental to, connected with or growing out of their performance of this Contract or breach thereof, to the extent that such actions are not caused by the sole negligence of the District, its Board of Education, or its employees.

I.28 District Restrictions

In the event that, as result of new regulation, the Supplier seeks to impose any restrictions on the District which would necessitate alteration of material, quality, workmanship, or performance of the good or services offered, it shall be the responsibility of the Supplier to immediately notify the Executive Director of Procurement and Logistics in writing specifying the regulation which requires alteration. The District reserves the right to accept any such alteration, including any reasonable price adjustments occasioned thereby, or to cancel the Contract at no expense to the District.

I.29 Assignment or Transfer

The Supplier shall not assign or transfer the whole or any part of this Contract or any monies due or to become due hereunder without the prior written approval of the District.

I.30 Audit, Examination and Retention of Records

The Supplier shall maintain all books, records, documents, and other instruments, related to the provision of goods and services hereunder, and shall maintain accounting records, procedures and practices, sufficient to reflect properly all direct and indirect cost of whatever nature claimed to have been incurred for the performance of the Contract. The Supplier shall maintain these documents for five (5) years from the later of the date termination or final payment under the Contract, or such longer period as required by law. Such records shall include any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices.

The Supplier agrees that such Supplier records shall be open to inspection and subject audit and /or reproduction, during normal working hours, by the District, its Contracting/Auditing/or Inspecting Officer, or its other agents or authorized representatives, as well as the District’s state and federal regulatory and/or funding agencies, including, but not limited to, the Michigan Department of Education and the U.S. Office of the Comptroller and the U.S. Office of the Inspection General (together the “Examiners/Auditors”) to the extent necessary to adequately permit evaluation and verification of any invoices and the services provided, payments or claims submitted by the Supplier and any of its payees (including subcontractors) pursuant to this Contract, including but not limited to at least once annually. If an audit, inspection or examination in accordance with this section discloses overcharges of any nature, the actual costs of the audit, inspection or examination shall be paid by the Supplier. The rights of the Examiners/Auditors hereunder shall also include timely (i.e., at least one business day) and reasonable access to Supplier’s personnel for the purpose of interview and discussion related to such records. The Examiners/Auditors’ audit or inspection or lack thereof, or the existence of this contractual provision, shall not relieve Supplier of its responsibility to comply with this Contract. Further the failure by any of Examiners/Auditors to notify Supplier of detection, or failure to require Supplier remediation of any unsatisfactory practice, does not constitute acceptance of such practice, or a waiver of the District’s rights under this Contract.

I.31 Award Certificates

Supplier agrees that the information provided to the District and the Certificate of Independent Price Determination, the Suspension and Debarment Certification, the Clean Air and Water Act Certificate and the Disclosure of Lobbying Activities, is true and correct as of the date of this Contract and will remain true and correct as during the term of this Contract. Supplier agrees to provide the District with updated information as soon as the information in any certificates and disclosure becomes materially false or misleading and on the date of any renewal of this Contract.

I.32 Conflict of Interest

1. The Supplier warrants that, except as otherwise disclosed in writing, it does not have any conflict of interest. Conflict of interest is defined as a situation in which the nature of work under this Contract and the Supplier’s organizational, financial, contractual or other interests are such that:

a. Award of the Contract may result in an unfair competitive advantage; or

b. The Supplier’s objectivity in performing the contract work may be impaired.

2. The Supplier agrees that, at any time after the award of this Contract and during the term thereof, it discovers an organizational conflict of interest with respect to this Contract, it shall make an immediate and full disclosure in writing to the Executive Director of Procurement and Logistics, Department of Contracting and Procurement, which disclosure shall include a description of the action which the Supplier has taken or intends to take to eliminate or neutralize the conflict. The District may however terminate the Contract if it is deemed in the District’s best interest to do so.

3. In the event the Supplier did not and does not disclose the conflict to the Executive Director of Procurement and Logistics, the District may terminate the Contract for default.

4. The provisions of this clause shall be included in all permitted subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the Supplier. The Supplier shall include in such subcontracts and consulting agreements any necessary provisions to eliminate or neutralize conflicts of interest.

5. The District reserves total discretion to determine the proper treatment of any conflict of interest disclosed under this provision.

I.33 Gratuities

The Supplier represents and warrants that neither it, its agent nor any other representative has offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any employee, official, or member of the Board (Executive Committee) of the District with a view toward securing favorable treatment in the awarding, amending, or evaluating the performance of this Contract. For breach of any representation or warranty in this clause, the District shall have the right to annul this Contract without liability and/or have recourse to any other remedy it may have at law.

I.34 Interest of Public Officials

The Supplier represents and warrants that no employee, official, or member of the Board (Executive Committee) of the District, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the District was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the project shall, during his or her tenure, or for one year thereafter is or will be pecuniarily interested or benefited directly or indirectly in this Contract or the proceeds thereof.

I.35 Order of Precedence

Any inconsistency in this Contract shall be resolved by giving precedence in the following order:

1. Contract Sections, including scope of services and general contract clauses.

2. Other exhibits, and attachments to the Contract.

3. Any purchase order.

4. Any Supplier website terms and conditions.

I.36 Confidentiality, Ownership and Protection of District Property

The Supplier acknowledges that certain data, material, or other information which originated from, or was provided to Supplier under, this Contract may consist of confidential records owned by the District or confidential personally identifiable information subject to the federal Family Educational Rights and Privacy Act or other privacy laws, and that disclosure to or use by third parties would be damaging. The Supplier, therefore, agrees to hold all such material and information in strictest confidence, not to make use thereof other than for the performance of this Contract, to release it only to authorized employees and agents requiring such information or as required by law and not release or disclose it to any other party. The Supplier agrees to release such information or material only to employees and agents who have signed a written agreement or a written acknowledgement of the Supplier’s confidentiality policies expressly prohibiting re-disclosure.

All facilities used to store and process the District’s data will implement and maintain administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure such data from unauthorized access, destruction, use, modification, or disclosure. Such measures will be no less protective than those used to secure Supplier’s own Data of a similar type, and in no event less than reasonable in view of the type and nature of the data involved. Supplier shall report immediately, in writing, to District any data compromise involving District data, or circumstances that could have resulted in unauthorized access to or disclosure or use of the District’s data, not authorized by this Contract or authorized in writing by the District. Within five (5) calendar days of the date Supplier becomes aware of any such data compromise, Supplier shall have completed implementation of corrective actions to remedy the data compromise, restore District access to the services as directed by the District, prevent further similar unauthorized use or disclosure. Supplier shall be responsible for providing disaster recovery services if Supplier experiences or suffers a disaster.

Supplier will retain the District’s data for the time period specified in Section I.30 hereof. Using appropriate and reliable storage media, Supplier will regularly backup District data and, upon District’s request, provide a copy of the data at no cost, each month to the District’s in format compatible with District’s SIS, PeopleSoft or other software, or in different format agreed upon by the parties in writing. At the District’s election, Supplier will either securely destroy or transmit to University repository any backup copies of District’s data. Supplier will supply District with a certificate indicating the records disposed of, the date disposed of, and the method of disposition used.

The parties acknowledge that should the performance of this Contract result in the development of any new proprietary, secret, or trade concepts, methods, techniques, processes, adoptions, discoveries, improvements and ideas, the same shall be promptly be reported to the District and shall be the sole and exclusive property of the District without further or additional consideration and without regard to the origin thereof, and the Supplier will not, other than in the performance of this Contract make use or disclose the same to any third party. The Supplier also acknowledges and agrees that all reports and documents created and/or submitted to the District under this Contract shall be the sole and exclusive property of the District without further or additional consideration and without regard to the origin thereof, and the Supplier will not, other than in the performance of this Contract make use or disclose the same to any third party. At the District’s request or upon the expiration or earlier termination of this Contract, Supplier shall execute all documents, papers and shall furnish all reasonable assistance requested in order to establish in the District all rights, title, and interest in such inventions, discoveries and improvements or ideas or to enable the District to apply for state and federal patents, trademarks or other protection of the District’s intellectual property, if the District so elects.

The Supplier shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on or about premises owned by, or under the control of, the District. If the Supplier’s failure to use reasonable care causes damage to any of this property, the Supplier shall replace or repair the damage at no expense to the District as the…