RFI 8759 FINAL.pdf

REQUEST FOR INFORMATION

RFI #8759

Contract/RFP Management Software

FOR

Washtenaw County

Finance

Issued By:

Washtenaw County Purchasing Administration Building 220 N. Main Street Ann Arbor, MI 48104

Beth A. Duffy, CPPB Senior Buyer

(734) 222-6761

Proposal Submitted by:

Please type Bidder’s Company Name & include as proposal cover

WASHTENAW COUNTY

Finance Department

Purchasing Division

220 N. Main, Ann Arbor, MI 48104 phone (734) 222-6760, Fax (734) 222-6764 www.purchasing.washtenaw.org

RFI #8759

April 20, 2025

Washtenaw County Purchasing Division on behalf of Finance is issuing an RFI #8759 for Contract/RFP Management Software.

All required bid documentation for this project may be obtained at the Washtenaw County Purchasing Division website, https://www.washtenaw.org/2431/Open-Bids

Sealed Proposals: Contractor will deliver an electronic response to this solicitation at our Open Bids website by using the “Submit A Proposal” button associated with RFI #8759 at:

https://www.washtenaw.org/2431/Open-Bids

By Monday, May 19, 2025 @ 4:00pm EDT

Proposals received after the above cited time will be considered a late bid and are not acceptable unless waived by the Purchasing Manager.

• Your proposal submission must be clearly marked RFI #8759

• Please direct purchasing and procedural questions regarding this RFI to Beth

Duffy via e-mail only to duffyb@washtenaw.org.

• Bidders or their representatives are prohibited from communicating with

Washtenaw County employees regarding this RFI except as provided under

TECHNICAL QUESTIONS.

• Violation of this provision by the bidders and/or their agent may lead to disqualification of the bidder’s proposal from consideration.

Thank you for your interest.

mailto:duffyb@washtenaw.org

RFI #8759 Contract/RFP Management Software

PROPOSAL INFORMATION

I. PROPOSAL DEFINITIONS

Definitions

“Bidder” An individual or business submitting a bid to Washtenaw County

“Contractor/Vendor” One who contracts to perform services in accordance with a contract

“County” Washtenaw County in Michigan

“Department” Finance

II. TERMS

A. Washtenaw County reserves the right to reject any and all proposals received as a result of this RFI. If a proposal is selected, it will be the most advantageous regarding price, quality of service, the CONTRACTORS qualifications and capabilities to provide the specified service, and other factors that the County may consider. The County does not intend to award a contract fully on the basis of any response made to the proposal;

the County reserves the right to consider proposals for modifications at any time before a contract would be awarded and negotiations would be undertaken with that CONTRACTOR whose proposal is deemed to best meet the County’s specifications and needs.

B. The County reserves the right to reject any or all bids, to waive or not waive informalities or irregularities in bids or bidding procedures, and to accept or further negotiate cost, terms, or conditions of any bid determined by the County to be in the best interests of the County even though not the lowest bid.

C. Proposals must be signed by an official authorized to bind the CONTRACTOR to its provisions for at least a period of 90 days. Failure of the successful bidder to accept the obligation of the contract may result in the cancellation of any award.

D. In the event it becomes necessary to revise any part of the RFI, addenda will be provided. Deadlines for submission of RFI's may be adjusted to allow for revisions. To be considered, one e-original must be at the County as indicated on or before the date specified with a follow up hardcopy thereafter.

E. Proposals should be prepared simply and economically providing a straight-forward, concise description of the CONTRACTOR'S ability to meet the requirements of the RFI. Proposals must be typed or clearly legible. No erasures are permitted. Mistakes may be crossed out and corrected and must be initialed in ink by the person signing the proposal.

F. The initial award of this contract shall be for a period of __0____ year(s), with an option to renew an additional ____0____ year(s), pending agreement by both parties.

G. CONFLICT OF INTEREST. Contractor warrants that to the best of contractor’s knowledge, there exists no actual or potential conflict between contractor and the County, and its Services under this request, and in the event of change in either contractor’s private interests or Services under this request, contractor will inform the County regarding possible conflict of interest which may arise as a result of the change.

Contractor also affirms that, to the best of contractor’s knowledge, there exists no actual or potential conflict between a County employee and Contractor.

H. The bidder shall be responsible for all costs incurred in the development and submission of this response. Washtenaw County assumes no contractual obligation as a result of the issuance of this RFI, the preparation or submission of a response by a bidder, the evaluation of an accepted response, or the selection of finalists. All proposals, including attachments, supplementary materials, addenda, etc. shall become the property of Washtenaw County and will not be returned to the bidder.

I. Any responses, materials, correspondence, or documents provided to Washtenaw County under this solicitation are subject to the State of Michigan Freedom of Information Act and may be released to third parties in compliance with that Act.

J. Local Vendor Preference – A policy adopted by the Washtenaw County Board of Commissioners (BOC) that shall govern the procurement of goods, services and food from local vendors located in Washtenaw County and the State of Michigan. The intent of the BOC is to encourage and promote economic growth and regional job development. The policy shall be applied to Washtenaw County operated programs as allowed, except those that are federally funded directly or indirectly. All other Procurement Policies and Procedures remain in full effect.

K. Vendor Appeal Process – Unsuccessful bidders may appeal an award of contract, lease or purchase order to the County Administrator. All appeals shall be made in writing to the County Administrator within five (5) business days of the Notice to Award.

The County Administrator shall take necessary actions to review the appeals and respond to the individual submitting an appeal within five (5) business days. This response shall be documented in writing in the bid file.

L. Any oral responses to any questions shall be unofficial and not binding on Washtenaw County. The County’s procurement staff will make such interpretation or correction, as well as any additional RFI provisions that the County may decide to include, only as an RFI addendum. Procurement staff will e-mail addendums to each prospective Submitter recorded as having received a copy of the RFI. Any addendum issued by the County shall become a part of the RFI. Submitters should consider issued addendums in preparing his or her proposal submission. Questions may not be responded to if received within five (5) business days prior to bid opening.

III. VENDOR RESPONSE REQUIREMENTS

The proposal shall include all of the following information. Failure to include all of the required information may result in disqualification of a respondant.

RESPONSES

Responses should incorporate the following elements in listed order:

1. Title Page: List the RFI subject, the name of the firm, the local address, telephone number, name of the contact person and date.

2. Table of Contents:

Include a clear identification of the material included in the responses by page number.

3. Letter of Transmittal:

Limit to one (1) page. State a positive commitment to perform the required work within the time requested. Also, provide the name(s) of the person(s) who will be authorized to make representation for your firm, their title, and telephone numbers.

4. Company Information: State the bidder’s qualifications to provide the services required by Washtenaw County. Include years in business under your present company name, staff profile and experience.

(Attach as Addendum A)

5. Solution Overview: Provide a high-level description of how your software meets the County objectives.

(Attach as Addendum B)

6. Implementation Plan: Provide proposed deployment strategy, training, and ongoing support.

(Attach as Addendum C)

7. Cost Information: Provide estimated pricing and licensing model.

(Attach as Addendum D)

8. Relevant Experience: Provide three (3) examples of similar implementations in other counties or government agencies. Include business name, contact name, title, email address and phone number.

(Attach as Addendum E)

9. Review contract provisions and insurance requirements: Note any limitations on any of the articles or providing insurance requirements as outlined in the contract provisions contained in Sample Contract.

(Attach as Addendum F)

IV. AWARD/EVALUATION

AWARD

Award will be made to the lowest responsive, responsible bidder, with the most relevant experience and best qualifications. However, the award may not be based solely on low bid alone.

EVALUATION OF THE RESPONSES

Responses will be evaluated by an executive administrative committee. The committee reserves the right to request additional information from respondents. At this stage, we are not offering the opportunity for product or service demonstrations. However, we invite interested parties to submit relevant information in alignment with our scope of needs. Should a strong alignment be identified, we may follow up directly for further engagement.

V. SCOPE OF INFORMATION REQUEST

Request for Information (RFI) For an eProcurement Solution

I. Introduction

The purpose of this RFI is to understand the capabilities and innovations available in the market and gather information to help prepare a future Request for Proposal (RFP).

Washtenaw County is seeking information from qualified vendors to provide an intuitive, user-friendly eProcurement solution for development and retention of contracts, RFP’s and other documents. Procurement in Washtenaw County is currently decentralized.

We are seeking to improve the procurement process by leveraging technology that offers a standardized, streamlined, centralized, and transparent system for managing assorted solicitations, contract management vendor data, and related tasks that align with the County’s financial system. The County seeks a centralized, standardized system with robust workflow automation, real-time tracking, a seamless digital signature routing process and record retention/repository. The ideal solution would include all the tasks and services under a single solution and not as a combination of software applications but interfaces with our existing financial ERP. This would incorporate staff and vendor communications, document development, document posting, RFP evaluations, dashboards, reports and other eProcurement related tasks. Note that this request is not for an ERP (Enterprise Resource Planning) solution. We currently use MUNIS as our ERP and intend to remain decentralized. Our email system is provided by Microsoft Outlook. The solution must have the capability to use a variety of record types (excel, pdf, jpeg, tiff, etc.).

II. Objectives

1. Enhance Transparency: Ensure real-time tracking of procurement activities, vendor communications, and document approvals.

2. Workflow Efficiency: Enable seamless routing for signatures and approvals to accelerate the procurement lifecycle.

3. Vendor Participation: Provide an intuitive self-service portal to simplify vendor registration and bid submissions and communication. Expand vendor engagement through a self-service platform that simplifies registration, submission, and communication.

4. Data & Compliance Management: Ensure compliance with County policies and track vendor diversity, spending trends, and contract performance.

5. Integration & Security: Implement a secure, cloud-based solution that integrates with current financial and administrative systems and procurement regulations.

6. Records Retention: Implement a secure solution that retains records in accordance with retention schedules and document management strategies.

Ability to extract, place legal holds (on records) that will override retention schedules and be reviewed for exempt vs. nonexempt information.

III. Scope of Information Requested Respondents should address the following:

A. Solution Capabilities

1. Vendor Portal

• Free and accessible platform for vendors to register, maintain profiles, and submit solicitations, invoices, W-9’s, insurance and other documentation.

• Support service for vendor registration.

• Ability to check vendor registration against current databases (e.g., SAM.gov).

• Ability to track vendor compliance and diversity metrics.

• Communication tools for bid Q&A, updates, and Addenda.

• Ability to register with NIGP codes for solicitation.

• Ability to interface with County’s financials/ERP system (MUNIS).

2. Signature Management & Approval Routing:

• Configurable multi-step approval workflows.

• Audit trail for all procurement transactions.

• Support for various solicitation types (RFP, RFQ, ITB) with customizable templates.

• Collaborative features for solicitation drafting and approval workflows, inclusive of a variety of waivers.

• Electronic signature capabilities with secure authentication. Ability for stakeholders to digitally sign contracts.

• Ability to approve documents at different levels (department, Corp Counsel, Administrator, etc.) and track status from development to execution with ability to assign/delegate tasks.

• Record(s) identified as the final executed document for retention.

• Include multiple document types inclusive of State, Federal Grants and agreements.

3. Solicitation & Contract Management:

• Automated solicitation drafting, notification, evaluation, and awarding.

• Template library access that includes Board documents, revenue agreements, RFP’s, contracts, amendments, addenda, and other types of agreements, inclusive of grants.

• Access to a library of solicitation templates including RFP’s, contracts and amendments that are configurable for specific organizational and sub-organizational views. Library with capability to prevent duplicates and grant access for importing and purging or records destruction timelines and approvals.

Incorporates a variety of documents/correspondence on contract such as vendor performance issues, non-compliance, remedies or correspondence and end reports.

• Ability for collaborative writing/development of the solicitation document (multiple writers).

• Ability to search for and track changes on documents, including reporting on user timelines during solicitation cycle and task assignments.

• Automated solicitation calendar & checklist for projects.

• Contract creation, execution, milestone renewal tracking and retention.

• Ability to track insurance expirations by type of insurance, send renewal notices, and/or applicable waivers.

• Integration with finance and compliance systems.

• Notification features for renewals and compliance documents inclusive of insurance expirations and renewals.

• Ability to report on bonds.

• Option to conduct price-only bids.

• Ability to pre-register qualified vendors for pre-bid meetings.

• Ability to provide confidential site plans to potential bidders.

• Ability to create private solicitations to targeted suppliers for informal solicitations.

• Support services for system navigation, system administration, tracking, escalation and resolution of defects, enhancements, and bug injections.

• Support for the release of scheduled upgrades, etc.

• Construction solicitation, contracting, bonds and insurance requirements.

• Ability to secure records by record as confidential or restricted access, litigation holds or other legal remedies.

• Must retain contracts easily accessible for compliance with legal requirements such as subpoenas, FOIA, litigation, and/or litigation holds.

4. Evaluation and Awarding:

• Automated scoring tools and sealed bid submission.

• Instant price/cost analysis (automatic population of bid submissions to tabulation) with analysis capability.

• Weighted average unit pricing availability.

• Reporting on vendor evaluation results and audit trails.

• Ability to add ad-hoc approvers and collaborators for the RFP evaluation process.

• Access to a variety of evaluation processes to select from (e.g., pass/fail, numerical quantitative scoring, bonus point allocations and quantitative fee proposal, etc.).

• Automatic calculation of evaluator scores/ranking.

• Embedded conflict of interest forms for evaluators.

• Capability to retain the evaluation audit trail and pertaining documents.

• Capability to publish evaluation attachments in the system & on our public website.

5. Dashboards and Reports:

• Real-time dashboards for project tracking and procurement performance.

• Customized reporting capabilities for spend analytics and vendor performance.

• Advanced analytics for spending, vendor performance, insurance, and contract cycle time.

• Dashboard views at various levels: staff, management, Corp Counsel, Risk

Management and executive leadership.

• Team performance index (e.g., staff assignments and project status).

6. Technology and Security:

• Cloud-based solution with high availability and disaster recovery plans.

• Compliance with industry standards for data security and user access controls.

• Compliance with federal and local security requirements.

• Role-based access controls with single sign-on (SSO) capability.

• Ability to restrict or limit access and place litigation holds that may override retention or viewing access.

7. Procurement Workflow Automation

• End-to-end procurement process management with automated routing for approvals.

• Real-time status tracking.

• Notifications and alerts for pending approvals or missing signatures.

• Capability to assign workflows, collaborate and auto notify involved parties.

• Ability to assign multiple approvers to a specific document with audit history and automated prompting of approve request to the approver.

• Ability to communicate status’ and or remedy errors.

8. Contract Management

• Auto tracking of contract data for use in dashboards and reports and ability to write parameters for new reports (RFP/Quote, Contract, Insurance).

• Automatic communication regarding document renewals to vendors (contract and insurance). Ability to schedule communications.

• Auto tracking of contract amount details such as contract spend, invoices paid, encumbrances, insurance expiration dates, etc.).

• Exportable vendor performance analysis.

• Ability to flag vendor issues including debarment, poor performance, etc.

• Ability to provide internal roles.

• Ability to upload documents from Outlook.

• Ability to upload documents that were executed outside the proposed software solution.

• Ability to assign/reassign “tasks” or workflow.

• Ability to view and edit agreements executed by the County, multiple version/track changes comments, accept/reject.

• Ability to view and edit agreements executed by the vendor (vendor contract boilerplates).

• Ability to keep confidential contract to department or designated view only. Ability to “label” as confidential, trade secret, or access limitations.

B. Implementation and Support

• Implementation Timeline: Outline of deployment schedules and phases.

• Training & Support: Outline of training models for users and ongoing technical support.

• System Integration: Explanation of ability to integrate with existing financial and document management systems.

• Identify the role of IT support for this software

C. Cost Information Respondents should provide a high-level cost estimate including:

• Implementation & onboarding costs, licensing fees, subscription fees and any recurring costs.

• Identify optional features and associated costs.

VII. DISCLAIMER

This RFI is issued solely for information and planning purposes and does not constitute a solicitation. Responses to this RFI are not offers and cannot be accepted by the County to form a binding contract. Respondents are solely responsible for all expenses associated with responding to this RFI.

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VI. SAMPLE STANDARD PROVISIONS FOR CONTRACTS

SERVICE CONTRACT Contract #__________

(NAME OF CONTRACTOR)

AGREEMENT is made this ______ day of _____________, 2018, by the COUNTY OF WASHTENAW, a municipal corporation, with offices located in the County Administration Building, 220 North Main Street, Ann Arbor, Michigan 48107(“County”) and (NAME OF CONTRACTOR) located at (CONTRACTOR’S ADDRESS) (“Contractor”).

In consideration of the promises below, the parties mutually agree as follows:

ARTICLE I - SCOPE OF SERVICES

The Contractor will (SPELL OUT SCOPE OF SERVICE)

ARTICLE II - COMPENSATION

Upon completion of the above services and submission of invoices the County will pay the Contractor an annual amount not to exceed (SPELL OUT DOLLAR AMOUNT).

ARTICLE III - REPORTING OF CONTRACTOR

Section 1 - The Contractor is to report to (DEPARTMENT HEAD TITLE) and will cooperate and confer with him/her as necessary to insure satisfactory work progress.

Section 2 - All reports, estimates, memoranda and documents submitted by the Contractor must be dated and bear the Contractor's name.

Section 3 - All reports made in connection with these services are subject to review and final approval by the County Administrator.

Section 4 - The County may review and inspect the Contractor's activities during the term of this contract.

Section 5 - When applicable, the Contractor will submit a final, written report to the County Administrator.

Section 6 - After reasonable notice to the Contractor, the County may review any of the Contractor’s internal records, reports, or insurance policies.

ARTICLE IV - TERM

This contract is for a three (3) year term (change as necessary) which begins on (MONTH, DAY, YEAR) and ends on (MONTH, DAY, YEAR) with an option to extend for two (2) additional one (1) year periods.

ARTICLE V - PERSONNEL

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Section 1 - The contractor will provide the required services and will not subcontract or assign the services without the County’s written approval.

Section 2 - The Contractor will not hire any County employee for any of the required services without the County’s written approval.

Section 3 - The parties agree that all work done under this contract shall be completed in the United States and that none of the work will be partially or fully completed by either an offshore subcontractor or offshore business interest either owned or affiliated with the contractor. For purposes of this contract, the term, “offshore” refers to any area outside the contiguous United States, Alaska or Hawaii.

ARTICLE VI-INDEPENDENT CONTRACTOR

Contractor and the County shall, at all times, be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other business organization.

Contractor shall hold no authority, express or implied, to commit, obligate or make representations on behalf of the County and shall make no representation to others to the contrary.

Nothing herein is intended nor shall be construed for any purpose as creating the relationship of employer and employee or agent and principal between the parties.

Except as otherwise specified in this contract, Contractor retains the sole right and obligation to direct, control or supervise the details and means by which the services under this contract are provided.

Contractor shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of the County’s employees. Contractor shall be solely responsible for payment of all taxes arising out of the Contractor’s activities in connection with this Agreement, including, without limitation, federal and state income taxes, social security taxes, unemployment insurance taxes and any other tax or business license fees as required. The County shall not be responsible for withholding any income or employment taxes whatsoever on behalf of the Contractor.

ARTICLE VII - INDEMNIFICATION AGREEMENT

The contractor will protect, defend and indemnify Washtenaw County, its officers, agents, servants, volunteers and employees from any and all liabilities, claims, liens, fines, demands and costs, including legal fees, of whatsoever kind and nature which may result in injury or death to any persons, including the Contractor’s own employees, and for loss or damage to any property, including property owned or in the care, custody or control of Washtenaw County in connection with or in any way incident to or arising out of the occupancy, use, service, operations, performance or non-performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of contractor, any sub-contractor, or any employee, agent or representative of the contractor or any sub-contractor.

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ARTICLE VIII - INSURANCE REQUIREMENTS

The Contractor will maintain at its own expense during the term of this Contract, the following insurance:

1. Workers' Compensation Insurance with Michigan statutory limits and Employers Liability Insurance with a minimum limit of $100,000 each accident for any employee.

2. Commercial General Liability Insurance with a combined single limit of

$1,000,000 each occurrence for bodily injury and property damage. The County shall be added as "additional insured" on general liability policy with respect to the services provided under this contract.

3. Automobile Liability Insurance covering all owned, hired and nonowned vehicles with Personal Protection Insurance and Property Protection Insurance to comply with the provisions of the Michigan No Fault Insurance Law, including residual liability insurance with a minimum combined single limit of $1,000,000 each accident for bodily injury and property damage. For transportation services contracts, the County shall be added as additional insured on automobile liability policy with respect to the services provided under this contract.

Insurance companies, named insureds and policy forms may be subject to the approval of the Washtenaw County Administrator, if requested by the County Administrator. Such approval shall not be unreasonably withheld. Insurance policies shall not contain endorsements or policy conditions which reduce coverage provided to Washtenaw County. Contractor shall be responsible to Washtenaw County or insurance companies insuring Washtenaw County for all costs resulting from both financially unsound insurance companies selected by Contractor and their inadequate insurance coverage. Contractor shall furnish the Washtenaw County Administrator with satisfactory certificates of insurance or a certified copy of the policy, if requested by the County Administrator.

No payments will be made to the Contractor until the current certificates of insurance have been received and approved by the Administrator. If the insurance as evidenced by the certificates furnished by the Contractor expires or is canceled during the term of the contract, services and related payments will be suspended. Contractor shall furnish certification of insurance evidencing such coverage and endorsements at least ten (10) working days prior to commencement of services under this contract.

Certificates shall be addressed to the Washtenaw County c/o: INSERT DEPARTMENT & Contract #__________, P. O. Box 8645, Ann Arbor, MI, 48107, and shall provide for 30 day written notice to the Certificate holder of cancellation of coverage.

ARTICLE IX - COMPLIANCE WITH LAWS AND REGULATIONS

The Contractor will comply with all federal, state and local regulations, including but not limited to all applicable OSHA/MIOSHA requirements and the Americans with Disabilities Act.

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ARTICLE X - INTEREST OF CONTRACTOR AND COUNTY

The Contractor promises that it has no interest which would conflict with the performance of services required by this contract. The Contractor also promises that, in the performance of this contract, no officer, agent, employee of the County of Washtenaw, or member of its governing bodies, may participate in any decision relating to this contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is directly or indirectly interested or has any personal or pecuniary interest. However, this paragraph does not apply if there has been compliance with the provisions of Section 3 of Act No. 317 of the Public Acts of 1968 and/or Section 30 of Act No. 156 of Public Acts of 1851, as amended by Act No.

51 of the Public Acts of 1978, whichever is applicable.

ARTICLE XI - CONTINGENT FEES

The Contractor promises that it has not employed or retained any company or person, other than bona fide employees working solely for the Contractor, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. For breach of this promise, the County may cancel this contract without liability or, at its discretion, deduct the full amount of the fee, commission, percentage, brokerage fee, gift or contingent fee from the compensation due the Contractor.

ARTICLE XII - EQUAL EMPLOYMENT OPPORTUNITY

The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief (except as it relates to a bona fide occupational qualification reasonably necessary to the normal operation of the business).

The Contractor will take affirmative action to eliminate discrimination based on sex, race, or a handicap in the hiring of applicant and the treatment of employees. Affirmative action will include, but not be limited to: Employment; upgrading, demotion or transfer;

recruitment advertisement; layoff or termination; rates of pay or other forms of compensation; selection for training, including apprenticeship.

The Contractor agrees to post notices containing this policy against discrimination in conspicuous places available to applicants for employment and employees. All solicitations or advertisements for employees, placed by or on the behalf of the Contractor, will state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief.

ARTICLE XIII - LIVING WAGE

The parties understand that the County has enacted a Living Wage Ordinance that requires covered vendors who execute a service or professional service contract with the

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County to pay their employees under that contract, a minimum of either $16.43 per hour with benefits or $18.32 per hour without benefits. Contractor agrees to comply with this Ordinance in paying its employees. Contractor understands and agrees that an adjustment of the living wage amounts, based upon the Health and Human Services poverty guidelines, will be made on or before April 30, 2024 and annually thereafter which amount shall be automatically incorporated into this contract. County agrees to give Contractor thirty (30) days written notice of such change. Contractor agrees to post a notice containing the County’s Living Wage requirements at a location at its place of business accessed by its employees.

ARTICLE XIV - EQUAL ACCESS

The Contractor shall provide the services set forth in Article I without discrimination on the basis of race, color, religion, national origin, sex, sexual orientation, marital status, physical handicap, or age.

ARTICLE XV - OWNERSHIP OF DOCUMENTS AND PUBLICATION

All documents developed as a result of this contract will be freely available to the public. None may be copyrighted by the Contractor. During the performance of the services, the Contractor will be responsible for any loss of or damage to the documents while they are in its possession and must restore the loss or damage at its expense.

Any use of the information and results of this contract by the Contractor must reference the project sponsorship by the County. Any publication of the information or results must be co-authored by the County.

ARTICLE XVI - ASSIGNS AND SUCCESSORS

This contract is binding on the County and the Contractor, their successors and assigns. Neither the County nor the Contractor will assign or transfer its interest in this contract without the written consent of the other.

ARTICLE XVII - TERMINATION OF CONTRACT

Section 1 - Termination without cause. Either party may terminate the contract by giving thirty (30) days written notice to the other party.

Section 2 - In the event of any breach or default by the County or the Contractor of the terms and conditions of this Agreement, the party not in default will give written notice to the party in default specifying the acts and/or omissions constituting the alleged default or breach; if within fifteen (15) working days after issuance of such notice, the party in default has failed to cure such default, then in that event, the party not in default may terminate this Agreement and exercise such other rights as are provided herein and by law for breach of contract; provided, however, that if the alleged default can be cured by the performance of work or repairs or by some act, the performance of which requires a period of time, such default will be determined to have been

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ARTICLE XVIII - PAYROLL TAXES

The Contractor is responsible for all applicable state and federal social security benefits and unemployment taxes and agrees to indemnify and protect the County against such liability.

ARTICLE XIX - PRACTICE AND ETHICS

The parties will conform to the code of ethics of their respective national professional associations.

ARTICLE XX- CHANGES IN SCOPE OR SCHEDULE OF SERVICES

Changes mutually agreed upon by the County and the Contractor, will be incorporated into this contract by written amendments signed by both parties.

ARTICLE XXI - CHOICE OF LAW AND FORUM

This contract is to be interpreted by the laws of Michigan. The parties agree that the proper forum for litigation arising out of this contract is in Washtenaw County, Michigan.

ARTICLE XXII-FEDERALLY REQUIRED PROVISIONS

When applicable, the following provisions shall apply to contracts funded in whole, or in part, by federal award monies:

For “federally assisted construction contracts” as defined by 41 CFR Part 60-1.3, Contractor must comply with the equal opportunity clause provided under 41 CFR 60— 1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity (30 FR 12319, 12935, 3 CFR Part, 1964—1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

For all prime construction contracts exceeding $2,000.00 awarded by non-Federal entities, Contractor shall comply with the Davis-Bacon Act (40 U.S.C. 3141—3144, and 3146—3148), as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). Contractor must pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor must be paid wages not less than once a week. The parties agree that the County will report all suspected or reported violations of this provision to the Federal awarding agency.

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In addition, Contractor must also comply with the Copeland “Anti-Kickback Act (40 U.S.C.

3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Bidding or Public Work Financed in Whole or in Part by Loans or Grants from the United States”) which prohibits Contractor or Subrecipient from inducing, by any means, any person employed in the construction, completion or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. County shall report all suspected or reported violations to the Federal awarding agency.

If this contract exceeds $100,000.00 and involves the employment of mechanics or laborers, Contractor shall comply with U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). To that extent, Contractor must compute the wages of each mechanic and laborer on the basis of a standard forty (40) hour work week with hours exceeding this standard to be paid at one and one half the standard hourly rate. In addition, Contractor agrees that no mechanic or laborer shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.

If the Federal award funding this Agreement meets the definition of “funding agreement” under 37 CFR, Sec. 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental or research work under that funding agreement, the recipient or subrecipient must comply with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

If this Agreement and/or subgrant exceeds $150,000.00, Contractor shall comply with all applicable standards, orders and/or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). The parties agree that the County shall report all violations of these Acts to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (“EPA”).

Contractor agrees to comply with all mandatory standards and policies relating to energy efficiency which are contained in the State of Michigan’s energy conservation plan issued in compliance with the Energy Policy and Conservation Act. (42 U.S.C. 6201).

Contractor agrees to comply with the provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. Section 1352), which prohibits the use of federal funds by the Contractor or subcontractor of a Federal contract, grant, loan or cooperative agreement to pay any person to influence or attempt to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with the federal funds awarded under this Agreement.

The parties agree that County and Contractor shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include, for those items where the purchase price exceeds $10,000.00 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000.00, procuring only items designated in guidelines of the EPA at 40 CFR, Part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of

PL

E competition; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program to procuring recovered materials identified in the EPA guidelines.

ARTICLE XXIII - EXTENT OF CONTRACT

This contract represents the entire agreement between the parties and supersedes all prior representations, negotiations or agreements whether written or oral.

ARTICLE XXIV – ELECTRONIC SIGNATURES

All parties to this contract agree that either electronic or handwritten signatures are acceptable to execute this agreement.

ATTESTED TO: WASHTENAW COUNTY

By:____________________________ By:______________________________ Lawrence Kestenbaum (DATE) Gregory Dill (DATE) County Clerk/Register County Administrator

APPROVED AS TO CONTENT: CONTRACTOR

By:____________________________ By:______________________________

(DEPARTMENT HEAD) (DATE) (CONTRACTOR’S NAME) (DATE)

APPROVED AS TO FORM:

By:____________________________ Michelle Billard (DATE) Office of Corporation Counsel

SIGNATURE PAGE

Signature of Authorized Signer Date

Contact Name (Print) Federal Tax Identification Number

Title Company Name

Office Phone Number Company Address

Cell Phone Number City State Zip

Contact Email County

The above individual is authorized to sign on behalf of company submitting proposal.

Proposals must be signed by an official authorized to bind the provider to its provisions for at least a period of 90 days. Signature page must be signed, box checked below, and returned as part of vendor proposal.

By signing this bid submission, I certify that I and/or my corporation, company, limited liability company, business association, partnership, society, trust or any other non-governmental entity, organization or group is not an “Iran linked business” as defined by P.A. 517 of 2012 (MCLA 129.311 et seq)(“Act”).

I understand that under the Act, an “Iran linked business means an individual or one of the above-listed groups who engages in investment activities in the energy sector of Iran, including, but not limited to, providing oil or liquefied natural gas tankers or products used to construct or maintain pipelines used to transport oil or liquefied gas for Iran’s energy sector or a financial institution extending credit to another person to engage in investment activities in Iran’s energy sector.

I further understand that “investment activity” is defined by the Act as an individual or one of the above listed groups that invests $20,000,000.00 or more in Iran’s energy sector or a financial institution that extends credit to another person, if that person uses the credit to engage in “investment activity” in Iran’s energy sector.