Addendum #3 RFP 18-009-651 IBM Mainframe.pdf

33500 Van Born Road Wayne, Michigan 48184-2497 www.RESA.net

THE WAYNE COUNTY REGIONAL EDUCATIONAL SERVICE AGENCY

Board of Education • James S. Beri • Mary E. Blackmon • Danielle Funderburg • Lynda S. Jackson • James Petrie • Randy A. Liepa, Ph.D., Superintendent

ADMINISTRATIVE SERVICES

Erika Hunter Purchasing Consultant

(734) 334-1511

(734) 334-1662 Fax huntere@resa.net

ADDENDUM #3

November 13, 2018

OFFER FOR SALE

IBM MAINFRAME & IBM ENTERPRISE STORAGE

RFP # 18-009-651

Due Date: Tuesday, November 20, 2018

10:30 A.M. EST

Wayne RESA Purchasing Office

Bid Opening: Tuesday, November 20, 2018

11:00 A.M. EST

Room 374 Bidders may attend; however, no award will be made at this time.

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TABLE OF CONTENTS

I Instructions to Bidders

A. Introduction B. Scope C. Proposal Process D. Evaluation of Proposals and Awards E. Bid Protest Process F. Indemnity, Release, Insurance and Security G. Default and Termination H. Taxes I. Integration J. Financing

II IBM Mainframe and Enterprise Storage Specifications

A. Specifications

III Attachments

Attachment #1: Signature Page Attachment #2: Bid Proposal Attachment #3: Bidder Statement of Qualifications Attachment #4: Ethical Standards Affidavit (MUST BE NOTARIZED) Attachment #5: Conflict of Interest Affidavit (MUST BE NOTARIZED) Attachment #6: Certificate of Liability Insurance Attachment #7: Assurances and Certifications Attachment #8: WCRESA Master Service Agreement (for review; to be signed upon award)

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I. INSTRUCTION TO BIDDERS

A. Introduction

This request seeks to offer IBM Mainframe and Enterprise Storage for purchase by the most successful bidder.

Award of this proposal is contingent upon the approval from WCRESA.

B. Scope

WCRESA is requesting proposals for the purchase of IBM Mainframe and Enterprise Storage.

Electronic forms of all bid documents are available online at:

http://www.resa.net/services/purchasing/rfp

If you experience problems in downloading the documents, please contact WCRESA Purchasing Consultant, Erika Hunter, via e-mail address is huntere@resa.net.

RFP TIMETABLE

RFP Issue Date Friday, November 2, 2018 Submission of Written Questions from Bidder

1:00 p.m., Friday, November 9, 2018

Written Questions Response from

WCRESA

Tuesday, November 13, Proposal Due Date 10:30 a.m., Tuesday, November 20, 2018

Selection of Preferred Bidder(s) November 2018

Contract Negotiations November 2018

WCRESA reserves the right to change this schedule as needed and all information provided by WCRESA in this RFP is offered in good faith. Individual items are subject to change at any time.

WCRESA makes no certification that any item is without error.

http://www.resa.net/services/purchasing/rfp mailto:huntere@resa.net

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C. Proposal Process

1. Proposal must be prepared in compliance with provisions of this RFP. Failure to comply with all provisions of this RFP may result in disqualification of the proposal.

2. Proposals must be received by mail or delivery, by 10:30 a.m., Tuesday, November 20, 2018.

Bidders are to submit one (1) signed original and one (1) electronic copy (include media with the sealed bid documents)

The following table is a summary of the required proposal submission format for this RFP. Please structure your proposal submission per the content and sequence below. Where noted under “Template for Submission”, utilize the attachments provided with this RFP for inputting your responses.

Proposal Section Section Title Template for Submission

1.0 Comprehensive List of Assumptions

2.0 Bidder Relationships or Potential Conflicts with WCRESA

3.0 Signature Page Attachment #1

4.0 Bid Proposal Attachment #2

5.0 Conflict of Interest Affidavit MUST BE NOTARIZED Attachment #3

6.0 Exceptions to WCRESA’s Terms and Conditions

Please note on a separate document whether or not your organization takes exception to any term

An overview of the proposal response guidelines are below for your review. Detailed instructions have also been included within all attachments.

PROPOSAL RESPONSE GUIDELINES

The following are detailed guidelines for the format and content of your proposal submission.

Please review the guidelines below in full prior to beginning your proposal.

Proposal Section 1.0 - Comprehensive List of Assumptions (Maximum length = 2 pages) Rather than have assumptions be scattered throughout the proposal, WCRESA requires that all assumptions be listed and explained in this section. Please ensure that all assumptions listed reference the appropriate section of the RFP and/or associated services.

Proposal Section 2.0 - Bidder Relationships or Potential Conflicts with WCRESA Describe any business relations that Bidder currently has or has had with WCRESA; include relationships any parent, subsidiary, or other affiliate company may have with WCRESA.

Please indicate if any employees, officers, directors, members, agents or consultants of Bidder are also an employee of WCRESA.

Proposal Section 3.0 – Signature Page Please refer to the RFP Template Attachment #1

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Proposal Section 4.0 – Bid Proposal Please refer to the RFP Template Attachment #2

Proposal Section 5.0 – Conflict of Interest Affidavit Please refer to the RFP Template Attachment #5

Proposal Section 6.0 – Exceptions to WCRESA’s Master Service Agreement While it is WCRESA’s preference that the Bidder sign the standard template “as is” and, in fact, WCRESA may consider extensive changes to the agreement as a reason to exclude a Bidder from further consideration; Bidders may take select exception to terms and conditions (Attachment #8– Master Services Agreement). The Bidder must clearly set forth each exception in its proposal, referencing the affected RFP section, paragraph and page. The Bidder must set forth the reason(s) for the exception and indicate what (if any) alternative is being offered by the Bidder. WCRESA shall determine (in its sole discretion) the acceptability of any proposed exception(s).

3. Proposals addressed to: Erika Hunter

Wayne RESA, Purchasing Office RFP # 18-009-651 Addendum #3

33500 Van Born Road Wayne, MI 48184-2497

4. Any proposal received after the time stipulated will not be considered, but will be recorded, filed and shall remain sealed/unopened. Proposals received by facsimile transmissions or electronic mail will not be considered valid unless also received by mail or delivery by the stated deadline.

5. For attachments, only the forms provided in the RFP packet are to be used. Electronic versions may be found on the WCRESA web page at: http://www.resa.net/services/purchasing/rfp/. Altered or substitute forms will not be accepted.

6. ALL submitted documents must be typed or computer generated. (With exception to the required initials in Section IIA and original signatures elsewhere in the document), no handwritten proposals will be allowed.

7. It is understood that each Bidder, before submitting a proposal, shall, if they are uncertain of the conditions, requirements and/or obstacles that might impact the provision of services, request further information or visit the schools to be served. Failure to make such inquiry or receive an answer shall not relieve the successful Bidder from the obligation to comply, in every detail, with all provisions and requirements of the RFP nor shall it be a basis for any claim whatsoever for alteration in any term or payment required by the Agreement.

8. Inquiries regarding this RFP may be directed to:

Erika Hunter Purchasing Consultant, WCRESA Email: huntere@resa.net

PHONE CALLS WILL NOT BE RETURNED

9. Any discussions with WCRESA personnel (other than as listed above) regarding this RFP while the RFP is in progress (from the time Bidder receives this RFP until final award is made) are strictly prohibited. Such contact and discussion may result in disqualification of Bidder’s proposal.

http://www.resa.net/services/purchasing/rfp/ mailto:huntere@resa.net

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10. If a Bidder discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, they shall immediately notify WCRESA of such error in writing and request modification or clarification of the document. Modifications will be made by issuing a revision and will be given by written notice to all parties who have received this RFP from WCRESA’s Purchasing Department as well as being posted on the WCRESA website. The Bidder is responsible for clarifying any ambiguity, conflict, discrepancy, omission or other error in the RFP prior to submitting the proposal or it shall be deemed waived.

11. No allowance will be made after proposals are received and opened, for oversight, omission, error or mistake by Bidder.

12. All proposals and any accompanying documents become the property of WCRESA and will not be returned.

13. WCRESA will not be liable in any way for any costs incurred by Bidders in the preparation of their proposals in response to this RFP nor for the presentation of their proposals and/or participation in any discussions or negotiations.

14. WCRESA reserves the right to withdraw this RFP at any time and for any reason and to issue such clarifications, modifications, and/or amendments as it may deem appropriate.

15. Receipt of proposal materials by WCRESA or submission of a proposal to WCRESA offers no rights against WCRESA nor obligates WCRESA in any manner.

16. WCRESA reserves the right to waive minor irregularities in proposals. Any such waiver shall not modify any remaining RFP requirements or excuse the Bidder from full compliance with the RFP specifications and other contract requirements if the Bidder is awarded the contract.

17. Proposal must be signed by an officer of the Bidder who is legally authorized to obligate the Bidder to a contract.

18. All proposals shall be a matter of public record subject to the provisions of Michigan law.

19. In the event the district and/or district building, is closed due to unforeseen circumstances on the day proposals are due proposals will be due at the same time on the next day that the Wayne WCRESA building is open.

D. Evaluation of Proposals and Award

1. All Bidders, by submitting proposals, agree that they have read and are familiar with all the terms and conditions of the RFP and will abide by the terms and conditions thereof.

2. WCRESA, at its sole discretion, shall determine whether particular Bidders have the basic qualifications for sale

3. Proposals will first be examined to eliminate those that are clearly non-responsive to stated requirements.

4. Award shall be made to the most responsible Bidder whose proposal is determined to be the most advantageous to WCRESA taking into consideration the terms and conditions set forth in this RFP.

A valid and enforceable contract exists when an agreement is fully executed between WCRESA and the Bidder.

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5. Any response that takes exception to any mandatory items in this RFP may be rejected and not considered.

6. WCRESA reserves the right to accept or reject in part or in whole any or all proposals submitted.

7. WCRESA reserves the right to request in writing clarifications or corrections to proposals.

Clarifications or corrections shall not alter the Bidder’s price contained in the cost proposal.

8. WCRESA reserves the right to negotiate further with the successful Bidder. The content of the RFP and the successful Bidder’s proposal(s) will become an integral part of the contract, but may be modified by the provisions of the contract.

9. By submission of proposals pursuant to this RFP, Bidders acknowledge that they are amenable to the inclusion in a contract of any information provided either in response to this RFP or subsequently during the selection process.

10. A proposal in response to an RFP is an offer to contract with WCRESA based upon the terms, conditions, and scope of work and specifications contained in the RFP.

11. WCRESA has the right to use, as WCRESA determined to be appropriate and necessary, any information, documents, and anything else developed pursuant to the RFP, the proposal and the contract.

12. Bidders must submit proposals that are complete, thorough and accurate. Brochures and other similar material may be attached to the proposal.

13. All proposals must be valid for at least sixty (60) days from the proposal submission date.

14. Proposals received after the specified date and time for proposal submission shall not be considered, but will be recorded, filed, and shall remain sealed.

E. Bid Protest Process

Bid protests are filed by Bidders because they seek to remedy a wrong, actual or perceived, which could inflict or has inflicted injury or hardship to their company as a result of some action taken by WCRESA during the process. Common reasons for Bidders filing a bid protest include:

• The Master Agreement was awarded to Bidder with lower prices.

• The Bidder proposal was rejected for invalid reasons.

• The Bidder awarded the resultant Master Agreement did not comply with RFP specifications.

1. General Authority

WCRESA Administrator maintains the exclusive authority and responsibility to purchase and rent all materials, supplies and equipment, furnishings, fixtures and all other personal property for use by WCRESA departments, districts or agencies which are governed by WCRESA's Board.

2. Protest Procedure Upon a determination of Bidder selection from a bid process, the Purchasing Consultant will post a “Notice of Intent to Award” on WCRESA’s bid website, and notify all solicitation participants of the intended award via email.

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A. Non-selected Bidders will have three (3) business days from the date the notice is posted to file a formal bid protest with WCRESA Administrator or the designee.

B. The bid protest, which must be received by WCRESA Administrator or designee within the three (3) day period, shall be in writing, and include the specific facts, circumstances, reasons and/or basis for the protest. This written notice may be in the form of a letter, fax or email.

C. Upon execution of the Master Agreement with the selected Bidder, WCRESA Administrator or designee will not take action on a bid protest, but a written response will be provided to the protesting Bidder.

D. If a Bidder's bid protest is appropriately filed, WCRESA Administrator or designee may delay the award of the Master Agreement until the matter is resolved.

E. Notwithstanding the foregoing, throughout the bid protest review process, WCRESA has no obligation to delay or otherwise postpone an award of a Master Agreement based on a bid protest. In all cases, WCRESA reserves the right to make an award when it is determined to be in the best interest of WCRESA to do so.

F. WCRESA Administrator or designee will respond to all bid protests in a timely manner.

F. Indemnity

1. Indemnification and Hold Harmless – The Bidder shall indemnify and hold harmless WCRESA, its officers, agents, and employees from:

a) Any claims, damages, costs and attorney fees for injuries or damages arising, in part or in whole, from the negligent or intentional acts or omissions of the Bidder, its officers, employees and/or agents, including its sub or independent contractors, in connection with the performance of the contract.

b) Any claims, damages, penalties, costs and attorney fees arising from any failure of the Bidder, its officers, employees and/or agents, including its sub or independent contractors, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws.

c) WCRESA will not indemnify, defend or hold harmless in any fashion the Bidder from any claims arising from any failure on the part of the Bidder, its employees or Bidders, regardless of any language in any attachment or other document that the Bidder may provide.

d) The Bidder shall reimburse WCRESA any expenses incurred as a result of the Bidder’s failure to fulfill any obligation in a professional and timely manner under the Agreement.

G. Default and Termination

1. In the event the Bidder shall default in any of the obligations or conditions set forth in the Agreement or their performance does not meet established criteria, WCRESA may notify the Bidder of such default in writing.

2. Written notice referred to in this article shall be deemed delivered upon presentation to any person designated by the Bidder as the manager or, in the case of notice by the Bidder, the Associate Superintendent of Administrative & Financial Services or by mailing the same certified or registered mail to the address for the Bidder in the proposal, or the address for WCRESA in the case of notice by the Bidder.

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3. Failure on the part of WCRESA to notify the Bidder of default shall not be deemed a waiver by WCRESA of WCRESA’s rights on default of the Bidder and notice at a subsequent time will have the same effect as if promptly made.

4. Upon receipt of notice of default from WCRESA, the Bidder shall immediately correct such default. In the event the Bidder fails to correct the default to the satisfaction of WCRESA, WCRESA shall have all rights accorded by law, including the right to immediately terminate the Agreement. Such termination shall not relieve the Bidder of any liability to WCRESA for damages sustained by virtue of any default by the Bidder.

5. The Bidder agrees that, in the event either party deems it necessary to take legal action to enforce any provision of the Agreement, and in the event WCRESA prevails, the Bidder shall pay all expenses of such action including WCRESA’s attorney fees and costs at all stages of the litigation.

2. The parties may mutually terminate the contract/agreement that results from this proposal at any time. Either party may terminate the contract/agreement with cause given a sixty (60) day notice to the other party.

3. Termination of the Agreement by WCRESA upon default by the Bidder shall be sufficient grounds for the forfeiture of any bonds, if required to be posted by the Bidder, and the bonds shall so specify.

H. Taxes

WCRESA is exempt from all federal, state and local taxes. WCRESA shall not be responsible for any taxes that are imposed on the Bidder. Furthermore, the Bidder understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to WCRESA.

I. Integration

All RFP documents and addendum, Bidder’s response to this RFP, subsequent purchase orders, and contract with the successful Bidder contains the entire understanding between the parties.

J. Financing Option

NOT APPLICABLE

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II. IBM MAINFRAME SPECIFICATIONS

A. Program Requirements This is an opportunity to purchase an IBM Mainframe and IBM Enterprise System Storage available separately specifications below:

IBM Z13 system 2965-N10 H01 mainframe computer. Features:

• FICON Express8S SX 2 ports (4)

• OSA-Express5S 1000BASE-T 2 ports (2)

• OSA-Express5S 1000BASE-T 2 ports (1)

• 14ft 200V 30A 3PH Cord. Includes preloaded HMC

• Integrated Lift Tool Kit with CEC guide reals

IBM DS8884 Enterprise System Storage unit 2833-984 with:

• 5 TB with Flashcopy

• PAV

• FICON 4 ports (2)

Purchaser is responsible for:

• De-installation

• Removal

• Shipping

WCRESA recommends the awarded company use IBM services to guarantee discontinuance/reinstallation to IBM’s Maintenance Service Qualified (MSQ) status

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III. ATTACHMENTS

Attachment #1 Signature Page

Attachment #2 Bid Proposal

Attachment #3 Conflict of Interest Affidavit - Must be notarized

Attachment #4 WCRESA Master Service Agreement (to be issued upon award)

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Attachment #1

SIGNATURE PAGE

This form must be returned, properly executed.

Please use this page as a cover sheet for your bid proposal.

In compliance with the Request for a Proposal made by Wayne WRESA, the undersigned proposes to furnish and deliver all services in accordance with the accompanying descriptions and instructions in the RFP. The undersigned also asserts that:

• This proposal is made without any previous understanding, agreement or connection with any other person, firm or corporation making a bid for the same purchase, and is in all respects fair and without collusion or fraud.

• No member of the Board of Education of the Wayne County Regional Educational Service Agency (WRESA) nor any officer, employee or person whose salary is payable in whole or in part from the treasury of said Board of Education is directly or indirectly interested in this proposal or in the services to which it relates, or in any portion of the profits thereof.

• All prices herein are net and exclusive of all federal, state and municipal sales and excise taxes.

• Said bidder clearly understands that Wayne WWCRESA will be the sole judge in determining the quality of services as being equal to or in compliance with the descriptions set forth in the

RFP.

Company:

Name:

Signature of above:

Title:

Address:

Telephone:

Fax Number:

Date:

Are you a small business? Yes _____ No _____

Are you a minority business? Yes _____ No _____

If yes, list minority:

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Attachment #2

Bid Proposal Additional pages may be added as needed to propose alternative solutions

Bidder: Contact:

Address: Phone Number:

Fax Number:

Bidder web site: Bidder email:

Description Purchase Proposal IBM Z13 system 2965-N10 H01 mainframe computer. Features:

• FICON Express8S SX 2 ports (4)

• OSA-Express5S 1000BASE-T 2 ports (2)

• OSA-Express5S 1000BASE-T 2 ports (1)

• 14ft 200V 30A 3PH Cord. Includes preloaded HMC

• Integrated Lift Tool Kit with CEC guide reals

IBM DS8884 Enterprise System Storage unit 2833-984 with:

• 5 TB with Flashcopy

• PAV

• FICON 4 ports (2)

Signature: Date:

Print Name: Title:

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Attachment #3

CONFLICT OF INTEREST AFFIDAVIT

This affidavit is required by state law and complies with the State of Michigan, Act No. 232 of Public Acts of 2004, Enrolled House Bill No. 5376, Sec. 1267, paragraph 3, and sub-paragraph (d), as listed below:

(3) The advertisement for bids (and proposals) shall do all of the following:

State that the bid shall be accompanied by a sworn and notarized statement disclosing any familial relationship that exists between the owner or any employee of the bidder and any member of the board, intermediate school board, or board of directors or the superintendent of the school district, intermediate superintendent of the intermediate school district, or chief executive of the public school academy. A board, intermediate school board, or board of directors shall not accept a bid that does not include this sworn and notarized disclosure statement.

CHECK ONE OF THE TWO BOXES BELOW.

List and describe all existing Conflicts of Interest. (Attach an additional page if necessary.)

To the best of my knowledge, no conflict of interest exists.

Print name of bidder: Signature:

Name of Company: City: State:

NOTARY: State of County of

Sworn to and subscribed before me, a notary public in and for the above state and county, on this

Day of , 20 .

Notary Public

My commission expires:

Seal

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Attachment #4

Wayne Regional Educational Service Agency Master Service Agreement

This Master Service Agreement (the “Agreement”) is entered into as of this first day of XXXX, 2018 (“Effective Date”) by and between Wayne Regional Educational Service Agency (”WCRESA”) located at 33500 Van Born Road, Wayne, Michigan 48184 and XXXXXX (“Bidder”), located at XXXXXXX.

Collectively, WCRESA and Bidder will be known as the “Parties” and individual as a “Party”.

WHEREAS, WCRESA wishers to engage Bidder to provide certain services as described in Section 2 of this Agreement (“Services”);

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

1. Services. During the Term of this Agreement, WCRESA shall:

XXXXXXXXX

WCRESA has designated the following individual(s) as official approvers on its behalf:

Name Title Phone Email Address

2. Bidder Responsibilities. During the Term of this Agreement, Bidder agrees to timely furnish services, materials, information, resources and feedback as reasonably requested by WCRESA.

Bidder’s failure to do so may affect the terms, including without limitation, the payments for Services. In particular, Bidder agrees to furnish:

XXXXXXXXX

Bidder has designated the following individual(s) as official approvers on its behalf:

Name Title Phone Email Address

3. Compensation. WCRESA’s fees for the Services during the Initial Term are:

XXXXXX

4. Invoicing. The invoice must detail the Services performed, the dates the Services were completed and shall detail expenses apart from the Bidder Fees. Any discounts, rebates or other credits and the basis and calculation for each should also be included. Bidder must submit to WCRESA all

RFP #18-009-651 Page 16 invoices related to this Agreement within ninety (90) days from the date that services are rendered.

WCRESA is not obligated to pay any invoices submitted after this time frame.

5. Payment Terms. Payment will be made within thirty (30) days after WCRESA’s receipt of an invoice from Bidder.

6. Federal Grants or Contracts. Federal funds may be used to pay for all or part of the Services. These terms and conditions are dictated by the funding agency. WCRESA must comply by insuring that the Bidder understands and can abide by the funding agency requirements and as such, this service is subject to the terms and conditions dictated by the funding agency. The cited references carry the same force and effect as if given in full text. All references to granting agency in the regulations cited are understood to refer to WCRESA; all references to grantee or recipient are understood to refer to Bidder

7. Taxes. WCRESA is exempt from all federal, state and local taxes. WCRESA shall not be responsible for any taxes that are imposed on the Bidder. Furthermore, the Bidder understands that it cannot claim exemption from taxes by virtue of any exemption that is provided to WCRESA.

8. Term. The term of this Agreement shall be XXXXXX, 20XX to XXXXXX, 20XX (the “Initial Term”). The Initial Term will be known as the “Term”.

9. Relationship of the Parties. The parties are Independent Contractors and no other relationship is intended, including without limitation a partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant or other special relationship. Neither Party shall act in a manner which binds the other party or expresses or implies a relationship other than that of Independent Contractor.

10. Confidentiality.

a. The Parties may receive, or have already received, Confidential Information from one another in connection with this Agreement.

b. "Confidential Information" means any information ( i ) that is valuable to disclosing Party and its business, (ii) that is marked with the word “Confidential” if in a form which permits such marking or, if disclosed orally, is followed by written confirmation to the receiving Party within thirty (30) days of disclosure, and (iii) that is not generally known by the public, including without limitation, any technical or non-technical information, without regard to form, which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

c. The term "Confidential Information" as used herein does not include any information that is (i) already known to the public or the receiving Party prior to disclosure by the disclosing Party, or (ii) subsequently made known to the public without any violation of this Agreement, or (iii) rightfully received by the receiving Party from a third party without similar restriction and without breach of this Agreement, or (iv) independently developed by the receiving Party without breach of this Agreement.

d. The receiving Party (i) shall hold disclosing Party’s Confidential Informationin strict confidence, and (ii) may not disclose such information, in whole or in part, without the prior written consent of the disclosing Party, except as provided in [e] below.

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e. The receiving Party may disclose the disclosing Party’s Confidential Information (i) as required by law, or (ii) to the receiving Party’s partners, agents, employees and other authorized representatives (collectively, the “Representatives”) who need to know such information in connection with the receiving Party’s provision of Services or other obligations under this Agreement. The receiving Party agrees to inform their Representatives of the nature of the Confidential Information and to require the Representatives to keep such information confidential.

f. The receiving Party may destroy the disclosing Party’s Confidential Information upon (i) termination of this Agreement, or (ii) receipt of written permission from the disclosing Party.

11. Compliance with Laws. Each Party agrees to comply with all applicable laws in the performance of this Agreement.

12. Warranties and Warranty Disclaimer. Bidder warrants that all Services will be performed in a professional and workmanlike manner in accordance with industry standards.

13. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS

AGREEMENT TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANY PROVISION

IN THIS AGREEMENT TO THE CONTRARY, WRESA'S LIABILITY FOR DAMAGES OF

ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY,

SHALL NOT EXCEED THE AMOUNT EQUAL TO SIX MONTHS WORTH OF FEES PAID

UNDER THIS AGREEMENT.

14. Indemnification and Hold Harmless. The Bidder shall indemnify and hold harmless WCRESA, its officers, agents, and employees from:

e) Any claims, damages, costs and attorney fees for injuries or damages arising, in part or in whole, from the negligent or intentional acts or omissions of the Bidder, its officers, employees and/or agents, including its sub or independent contractors, in connection with the performance of the contract.

f) Any claims, damages, penalties, costs and attorney fees arising from any failure of the

Bidder, its officers, employees and/or agents, including its sub or independent contractors, to observe applicable laws, including, but not limited to, labor laws and minimum wage laws.

g) WCRESA will not indemnify, defend or hold harmless in any fashion the Bidder from any claims arising from any failure on the part of the Bidder, its employees or Bidders, regardless of any language in any attachment or other document that the Bidder may provide.

h) The Bidder shall reimburse WCRESA any expenses incurred as a result of the Bidder’s failure to fulfill any obligation in a professional and timely manner under the Agreement.

15. Insurance.

The Bidder must, at Bidder’s expense, procure and maintain during the life of this contract insurance hereafter as listed below:

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a. Workers’ Compensation Insurance, including Employers Liability Coverage, at limits of

$100,000 per occurrence/$500,000 aggregate, in accordance with all applicable statutes of the State of Michigan.

b. Commercial General Liability Insurance on an “Occurrence Basis” with limits of liability not less than $1 million per occurrence and/or aggregate combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions:

i. Contractual Liability;

ii. Products and Completed Operations;

iii. Per contract aggregate.

c. Automobile Liability Insurance, including applicable no-fault coverage, with limits of liability of not less than $1 million per occurrence combined single limit Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.

d. The following shall be Additional Insureds on Commercial General Liability Insurance and

Vehicle Liability: Wayne County Regional Educational Service Agency, and including all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and their board members, employees, and volunteers.

e. This coverage shall be primary to the Additional Insureds, and not contributing with any other insurance or similar protection available to the Additional Insureds, whether other available coverage is primary, contributing or excess.

f. Workers’ Compensation Insurance, Commercial General Liability Insurance and

Automobile Liability Insurance, as described above, shall include an endorsement stating the following: “Sixty (60) days Advance Written Notice of Cancellation or Non-Renewal shall be sent to Wayne WCRESA Purchasing Consultant, 33500 Van Born Road, Wayne, MI 48184.”

g. If any of the above coverages expire during the term of this contract, the Bidder shall deliver renewal certificates and/or policies to Wayne WCRESA at least ten (10) days prior to the expiration date.

16. Default and Termination.

a. In the event the Bidder shall default in any of the obligations or conditions set forth in the Agreement or their performance does not meet established criteria, WCRESA may notify the Bidder of such default in writing.

b. Written notice referred to in this article shall be deemed delivered upon presentation to any person designated by the Bidder as the manager or, in the case of notice by the Bidder, the Associate Superintendent of Administrative & Financial Services or by mailing the same certified or registered mail to the address for the Bidder in the proposal, or the address for WCRESA in the case of notice by the Bidder.

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c. Failure on the part of WCRESA to notify the Bidder of default shall not be deemed a waiver by WCRESA of WCRESA’s rights on default of the Bidder and notice at a subsequent time will have the same effect as if promptly made.

d. Upon receipt of notice of default from WCRESA, the Bidder shall immediately correct such default. In the event the Bidder fails to correct the default to the satisfaction of WCRESA, WCRESA shall have all rights accorded by law, including the right to immediately terminate the Agreement. Such termination shall not relieve the Bidder of any liability to WCRESA for damages sustained by virtue of any default by the Bidder.

e. The Bidder agrees that, in the event either party deems it necessary to take legal action to enforce any provision of the Agreement, and in the event WCRESA prevails, the Bidder shall pay all expenses of such action including WCRESA’s attorney fees and costs at all stages of the litigation.

f. The parties may mutually terminate the contract/agreement that results from this proposal at any time. Either party may terminate the contract/agreement with cause given a sixty

(60) day notice to the other party.

g. Termination of the Agreement by WCRESA upon default by the Bidder shall be sufficient grounds for the forfeiture of any bonds, if required to be posted by the Bidder, and the bonds shall so specify.

17. Miscellaneous.

a. Governing Law: This Agreement will be governed by the laws of the State of Michigan.

The parties agree that the Wayne County Circuit Court will have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

b. Notices: All notices, requests and demands given to or made upon the Parties will be in writing and will be mailed properly addressed, postage prepaid, registered or certified, or personally delivered to either Party at the address listed below or to such other addresses as either Party may designate in writing. Such notice will be deemed received by the close of business on the date shown on the certified or registered mail receipt, or when it is actually received, whichever is sooner.

To WCRESA: Wayne RESA

(WCRESA)

33500 Van Born Road Wayne, Michigan 48184 Attn: XXXXXXXX

Copy to (WCRESA): Wayne RESA

33500 Van Born Road Wayne, Michigan 48184 Attn: XXXXXXXX

To Bidder:

Copy to (Bidder):

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c. Severability: If any provision of the Agreement will be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.

d. Waiver: No term or provision hereof will be deemed waived and no breach excused unless such waiver or consent will be in writing and signed by the Party claimed to have waived or consented.

e. Counterparts: Delivery by Facsimile or Email: This Agreement may be executed in one or more counterparts, all of which, taken together, will constitute one instrument. Any signature page delivered via facsimile or email will be binding to the same extent as an original signature page.

f. Integration Clause: This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties hereto, pertaining to such subject matter. No amendment, supplements, modification or waiver of this Agreement will be binding unless it is set forth in a written document signed by the Parties hereto. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision (whether or not similar) nor will such waiver constitute a continuing waiver unless otherwise expressly provided in a written document signed by the Parties hereto.

g. Force Majeure: No Party hereto shall be required to perform any obligation hereunder that is directly or indirectly prevented by delays of vendors or supplies, strikes, lockouts, fires, labor disputes, floods, accidents, war, orders or decrees of any court or other governmental authority, or any other causes whatsoever beyond the reasonable control of such Party, and the time for performance thereof will be extended by the number of days such performance is so prevented; provided, however, that the Party so prevented from performing will use its reasonable best efforts to remedy the cause or causes preventing it from performing.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned duly authorized representatives as of this date first set forth above.

Wayne Regional Educational Service Agency XXXXXXXXXXXXXXXX

Signature Signature

Printed Name Printed Name

Title Title

RFP #18-009-651 Page 21

Date Date

A. Program Requirements