RFP 180000001471.docx

STATE OF MICHIGAN

Department of Education Office of Financial Management - Procurement

Request for Proposal 180000001471 Library Collection Materials Vendor (Book Jobber) – for Library of Michigan

This is a Request for Proposal (RFP) for Book Jobber services as described in Schedule A (the “Contract Activities”).

Anticipated Timeline Issue Date

March 1, 2018

Anticipated Date State will Post Answers to Bidder Questions

March 15, 2018

Anticipated Contract Begin Date

May 1, 2018

*A proposal received at 2:00:01 p.m. EDT is considered late.

The information in this document is subject to change. Check www.buy4michigan.com for the current information.

A vendor, or an employee of a vendor that participated in the development of any component of the solicitation, or will participate in the evaluation of the proposals will not be eligible to receive an award, or perform work as a subcontractor for the awarded vendor.

RFP 180000001471 21

Request for Proposal 180000001471 Library Collection Materials Vendor (Book Jobber) – for Library of Michigan

PROPOSAL INSTRUCTIONS

1. PROPOSAL PREPARATION. The State recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions and the Vendor Questions Worksheet. Bidders must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the bidder’s company name in the header of all documents submitted with your proposal.

RFP Structure and List of RFP Documentation

2. CONTACT INFORMATION FOR THE STATE. The sole point of contact concerning this Request for Proposal (RFP) is:

Ruth Thole, Solicitation Manager 517-373-3823 TholeR@michigan.gov Contacting any other State personnel, agent, consultant, or representative about this RFP may result in bidder disqualification.

3. QUESTIONS. Bidder questions about this RFP must be posted on www.michigan.gov/SIGMAVSS or emailed to TholeR@michigan.gov no later than 12:00 p.m. EDT on March 12, 2018. In the interest of transparency, only written questions will be accepted. Answers to questions will be posted on www.michigan.gov/SIGMAVSS. Submit questions using the format below; a Microsoft Excel format or similar is suggested.

4. MODIFICATIONS. The State may modify this RFP at any time. Modifications will be posted on www.michigan.gov/SIGMAVSS. This is the only method by which the RFP may be modified.

5. DELIVERY OF PROPOSAL. Bids are due by 2:00 p.m. EDT on March 21, 2018.

The bidder must submit its proposal, all attachments, and any modifications or withdrawals electronically through www.michigan.gov/SIGMAVSS. The price proposal should be saved separately from all other proposal documents. The bidder should submit all documents in a modifiable (native) format (examples include, but are not limited to: Microsoft Word or Excel and Google Docs or Sheets). In addition to submitting documents in a modifiable format, the bidder may also submit copies of documents in PDF. Bidder’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal, as the SIGMA VSS system requires the creation of an account and entry of certain information, in addition to uploading and submitting the materials. The SIGMA VSS system will not allow a proposal to be submitted after the proposal deadline identified in the Cover Page, even if a portion of the proposal has been uploaded.

Questions on how to submit information or how to navigate in the SIGMA VSS system can be answered by calling (517) 373-4111 or (888) 734-9749.

6. EVALUATION PROCESS. The State will evaluate each proposal for compliance with the requirements, clarity, and the conciseness of presentation. Proposals will be ranked within these categories:

Bidder had demonstrated professional experience with providing materials and services to libraries.

Bidder’s staffing and ability to provide required services.

Bidder’s functionality of order placement process, fulfillment time frame, average order delivery times.

Bidder’s proposal is clear, concise, and addresses all requirements of the RFP.

Proposals receiving 80 technical evaluation points will have pricing evaluated and considered for award.

The State may utilize all bidder information, without regard to a proposal’s technical score, to determine fair market value for goods or services sought. The State is not obligated to accept the lowest price proposal.

If applicable, the State’s evaluation will include consideration of a bidder’s qualified disabled veteran (QDV) status under MCL 18.1261(8). Additional information on the QDV preference is available at: http://michigan.gov/micontractconnect/0,4541,7-225-48677-123519--,00.html.

7. STANDARD CONTRACT TERMS. The State strongly encourages strict adherence to the Contract Terms. The State reserves the right to deem a bid non-responsive for failure to accept the Contract Terms. Nevertheless, the bidder may submit proposed changes to the Contract Terms in track changes (i.e., visible edits) with an explanation of the bidder’s need for each proposed change. Failure to include track changes with an explanation of the bidder’s need for the proposed change constitutes the bidder’s acceptance of the Contract Terms. General statements, such as that the bidder reserves the right to negotiate the terms and conditions, may be considered non-responsive.

8. NOTICE OF DEFICIENCY. The State reserves the right to issue a Notice of Deficiency to bidders if the State determines after the proposal deadline that a portion of the RFP was deficient, unclear, or ambiguous. Failure to respond to a Notice of Deficiency timely may be cause for disqualification.

9. CLARIFICATION REQUEST. The State reserves the right to issue a Clarification Request to a bidder to clarify its proposal if the State determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification.

10. RESERVATIONS. The State reserves the right to:

a. Disqualify a bidder for failure to follow these instructions.

b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation and submission of a proposal, and the State’s subsequent receipt and evaluation of your proposal does not commit the State to award a contract to you or anyone, even if all the requirements in the RFP are met.

c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the State received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award.

d. Consider an otherwise disqualified proposal, if no other proposals are received.

e. Disqualify a proposal based on: (i) information provided by the bidder in response to this RFP; (2) the bidder’s failure to complete registration on www.michigan.gov/SIGMAVSS ; or (3) if it is determined that a bidder purposely or willfully submitted false or misleading information in response to the RFP.

f. Consider prior performance with the State in making its award decision.

g. Consider overall economic impact to the State when evaluating proposal pricing and in the final award recommendation. This includes but is not limited to: considering principal place of performance, number of Michigan citizens employed or potentially employed, dollars paid to Michigan residents, Michigan capital investments, job creation, tax revenue implications, and economically disadvantaged businesses.

h. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award recommendation.

i. Refuse to award a contract to any bidder that has failed to pay State taxes or has outstanding debt with the State.

j. Enter into negotiations with one or more bidders on price, terms, technical requirements, or other deliverables.

k. Award multiple, optional-use contracts, or award by Contract Activity.

l. Evaluate the proposal outside the scope identified in Section 7, Evaluation Process, if the State receives only one proposal.

11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible bidder who offers the best value to the State, as determined by the State. Best value will be determined by the bidder meeting the minimum point threshold and offering the best combination of the factors stated in Section 6, Evaluation Process, and price, as demonstrated by the proposal. The State will post a Notice of Recommendation for Award on www.michigan.gov/SIGMAVSS.

12. DEBRIEF MEETINGS AND PROTEST. The State will post a Notice of Recommendation for Award, which will provide instructions on how to request a debrief meeting.

If a bidder wishes to initiate a protest of the award, bidder must submit a written protest to James Shilling at ShillingJ@michigan.gov no later than 2:00 p.m. EDT, five (5) business days after posting the Notice of Recommendation for Award. The State reserves the right to adjust this timing and will publish any change on the SIGMA VSS system.

Additional information about the protest process is available at www.michigan.gov/micontractconnect under the “Programs and Policies” link.

13. GENERAL CONDITIONS. The State will not be liable for any costs, expenses, or damages incurred by a bidder participating in this solicitation. The bidder agrees that its proposal will be considered an offer to do business with the State in accordance with its proposal, including the Contract Terms, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the bidder, the State may, at its option, incorporate any part of the bidder’s proposal into a contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the State’s environment, or contain all matters upon which agreement must be reached. Other than verified trade secrets, proposals submitted via www.michigan.gov/SIGMAVSS are the State’s property.

14. FREEDOM OF INFORMATION ACT. All portions of the bidder’s proposal and resulting Contract are subject to disclosure as required under Michigan’s Freedom of Information Act (FOIA), 1976 PA 442. However, please note the following:

a. Under MCL 18.1261(13)(b), records containing “a trade secret as defined under section 2 of the uniform trade secrets act, 1998 PA 448, MCL 445.1902, or financial or proprietary information” are exempt from disclosure under FOIA. And under MCL 18.1470(3), “proprietary financial and accounting” information is also exempt from disclosure under FOIA.

b. If information within a bidder’s proposal falls under the aforementioned exemptions, and the bidder seeks to have it withheld from disclosure under FOIA, then by the proposal deadline, the bidder must: (1) save exempt information in a separate file (i.e., document); (2) name the file/document “FOIA-EXEMPT”; (3) label the header of each page of the file/document “Confidential–Trade Secret,” “Confidential–Financial,” or “Confidential–Proprietary” as applicable; (4) clearly reference within the file/document the RFP schedule, section, and page number to which the exempt information applies; and (5) verify within the FOIA-EXEMPT file/document that the information meets the FOIA exemption criteria.

c. The State reserves the right to determine whether information designated as exempt by a bidder falls under the FOIA exemptions.

d. Resumes, pricing, and marketing materials are not trade secrets or financial or proprietary information.

e. Do not identify your entire proposal as “FOIA-EXEMPT,” and do not label each page of your proposal “Confidential.” If a bidder does so, the State may require the bidder to resubmit the proposal to comply with subsection (b) above.

f. If the State requires a bidder to resubmit a proposal for failure to follow these instructions, the State reserves the right to disqualify the bidder if the proposal is materially changed upon resubmission. In other words, amendments to the proposal should be restricted to that which is necessary to separate confidential from non-confidential information.

Request for Proposal 180000001471 Library Collection Materials Vendor (Book Jobber) – for Library of Michigan

VENDOR QUESTIONS WORKSHEET

The term “Contractor” in this document refers to a bidder responding to this RFP.

Contractors must provide a detailed response to each question. Attach any supplemental information and appropriately reference within your response.

1. Company Contact Information.

Sole contact during the RFP process:

Name:

Title:

Address:

Phone Number:

Email:

Sole contact authorized to receive and sign any resulting Contract

Name:

Title:

Phone Number:

Email:

Sole contact authorized to give and receive Notices (see Standard Contract Terms, Point 2)

Name, email address, and phone number. Include address if different than legal business address:

Contractor’s Contract Administrator (see Standard Contract Terms, Point 3)

Name, email address, and phone number. Include address if different than legal business address:

Contractor’s Program Manager (see Standard Contract Terms, Point 4)

Name, email address, and phone number. Include address if different than legal business address:

2. Company Background Information.

Legal business name:

Legal business address:

Business entity designation, e.g., sole proprietor, Inc., LLC, or LLP:

In what State the Company was formed:

Phone number:

Website address.

Number of years in business:

Number of employees:

Legal business name and address of any applicable parent company:

Has there been a recent change in the organizational structure (e.g., management team) or a change of control (e.g. merger or acquisition)? If the answer is yes: (a) explain why the change occurred and (b) how this change has affected your company.

Discuss your company’s history. Has growth been organic, through mergers and acquisitions, or both?

Has bidder ever been debarred, suspended, or disqualified from bidding or contracting with any entity, including the State of Michigan? If yes, provide the date, the entity, and details about the situation.

Has your company been a party to litigation against the State of Michigan? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction.

Within the last 5 years, has your company or any of its related business entities defaulted on a contract or had a contract terminated for cause? If yes, provide the date, contracting entity, type of contract, and details about the termination or default.

State the physical address of the place of business that would have primary responsibility for this account if bidder is awarded a contract under this RFP.

3. Business Owned by Qualified Disabled Veteran “Qualified Disabled Veteran,” as defined by Public Act 431 of 1984, means a business entity that is at least 51% owned by one or more veterans with a service-connected disability. The Act defines “Service-Connected Disability” as a disability incurred or aggravated in the line of active military, naval, or air service as defined in 38 USC 101 (16).

To qualify for a Business owned by a qualified disabled Veteran, please provide the following:

A. Proof of service and conditions of discharge: DD214 or equivalent.

B. Proof of service-connected disability: DD214 if the disability was documented at discharge or Veterans Administration (VA) Rating Decision Letter or equivalent if the disability was documented after discharge.

C. Proof of Ownership: Appropriate legal documents setting forth the ownership of the business entity.

In lieu of the documentation identified above, the Contractor may also provide a copy of the business entities National Veterans Business Development Council (NVBDC) certification.

Is the bidder a disabled Veteran-owned business?

If Contractor is a service disabled veteran owned business, did the Contractor certify and provide required documentation in Contractor registration?

4. Experience with the State of Michigan.

Does your company have experience working with the State of Michigan? If so, please provide a list (including the contract number) of the contracts you hold or have held with the State for the last 5 years.

5. Experience

Describe at least 3 relevant experiences from the last 5 years supporting your ability to successfully manage a contract of similar size and scope for the work described in this RFP. At least 2 experiences must include accessible web development and details of accessibility must be provided. Description of the scope of the experience should be detailed and will be part of the evaluation process. Experiences may be entered on a separate document and attached to the online quote.

Experience 1

Company Name:

Contact Name:

Address:

Phone Number:

Email Address:

Project name and description of the scope of the project:

Dollar value:

Start and End Date:

Results obtained:

Experience 2

Company Name:

Contact Name:

Address:

Phone Number:

Email Address:

Project name and description of the scope of the project:

Dollar value:

Start and End Date:

Results obtained:

Experience 3

Company Name:

Contact Name:

Address:

Phone Number:

Email Address:

Project name and description of the scope of the project:

Dollar value:

Start and End Date:

Results obtained:

6. Subcontractor Information.

Will subcontractors be utilized for this contract?

If yes, provide the information below:

Subcontractor Company Name:

Office Address:

Contact Name:

Phone Number:

Description of services to be performed:

7. Payment Terms Payment terms are Net 45 days unless a quick payment discount is offered.

8. Other

Library Collection Materials Vendor (Book Jobber) – for Library of Michigan

SCHEDULE A

STATEMENT OF WORK

CONTRACT ACTIVITIES

This schedule identifies the anticipated requirements of any Contract resulting from this RFP. The term “Contractor” in this document refers to a bidder responding to this RFP.

The Contractor must respond to each requirement or question and explain how it will fulfill each requirement. Attach any supplemental information and appropriately reference within your response.

1. BACKGROUND

The Library of Michigan (Library) is seeking a Contractor to provide book and other library materials purchasing services, commonly known as a book jobber. The Library purchases and provides print books or ebooks for library workshop attendees; library science materials for loan to Michigan libraries; books for early literacy kits; as well as other materials typical to library collections. A contract for Book Jobber services will streamline the purchasing process for the Library by providing a single point of contact for library materials purchases.

The Library estimates orders in the range of $30,000 to $50,000 per year, excluding sorting and repackaging costs. However, there is no guarantee of either monthly orders or order amounts; the State is not obligated to purchase contracted services in any specific quantities or dollar amounts.

2. SCOPE

For this contract, library materials will be defined as books in various formats and/or audio-visual materials, and other library collection materials. The Library is seeking a highly qualified Contractor with experience in the following:

A. Negotiating book discounts.

B. Purchasing both single items and items in bulk quantities.

C. Shipping items in bulk quantities to a single location.

D. Repackaging and drop-shipping ordered materials to multiple locations.

3. REQUIREMENTS

Contractor will work with the Library to provide popular, educational, technical, scientific and trade titles in various book formats and/or audio-visual materials.

A. The Contractor will order library materials from either the publisher with the best price or a specified publisher if noted by the Library.

B. The Contractor will have a defined order placement process to allow online ordering by the Library staff.

C. The Contractor will place orders within 48 hours of receipt of information from the Library. If order information is incomplete or additional information is needed, the Contractor will advise the Library and place orders within 24 hours of receipt of the complete or additional information.

D. The Contractor will ship library materials to requested locations. Orders will typically be shipped to the Library, located in Lansing, Michigan. However, the Contractor must drop ship orders to any location within the State when requested by the Library.

E. If drop shipment to other location(s) is required:

1) The Library will provide correct mailing addresses to the Contractor.

2) The Contractor will provide packaging materials for secondary shipping.

3) The Contractor will sort, repack, and ship materials to locations.

4) The Library will provide shipping account information for shipment billing.

4. STAFFING

A. Key Personnel. The Contractor must appoint a Program Manager who will be directly responsible for the day-to-day operations of the Contract (“Key Personnel”). Key Personnel must be specifically assigned to the State account, be knowledgeable on the contractual requirements, and respond to State inquires within 24 hours.

The Contractor must notify the State’s Contract Administrator at least 7 calendar days before removing or assigning a new Key Personnel.

Contractor will not remove any Key Personnel from their assigned roles on this Contract without the prior written consent of the State. The Contractor’s removal of Key Personnel without the prior written consent of the State is an unauthorized removal (“Unauthorized Removal”). An Unauthorized Removal does not include replacing Key Personnel for reasons beyond the reasonable control of Contractor, including illness, disability, leave of absence, personal emergency circumstances, resignation, or for cause termination of the Key Personnel’s employment. Any Unauthorized Removal may be considered by the State to be a material breach of this Contract, in respect of which the State may elect to terminate this Contract for cause under Standard Terms Section 14 Termination for Cause.

B. Customer Service Toll-Free Number. The Contractor must specify its toll-free number for the State to make contact with the Contractor Representative. The Contractor Representative must be available for calls during the hours of 8:00 am to 5:00 pm Eastern Time.

C. Disclosure of Subcontractors. If the Contractor intends to utilize subcontractors (freelancers or outside resources), the Contractor must disclose the following in the Vendor Questions Worksheet, Section 6.

1) The legal business name; address; telephone number; a description of subcontractor’s organization and the services it will provide; and information concerning subcontractor’s ability to provide the Contract Activities.

2) The relationship of the subcontractor to the Contractor.

3) Whether the Contractor has a previous working experience with the subcontractor. If yes, provide the details of that previous relationship.

4) A complete description of the Contract Activities that will be performed or provided by the subcontractor.

5. PROJECT MANAGEMENT

The Contractor will carry out this Contract under the direction and control of the State’s Program Manager or designee. Communication will be primarily via email.

6. PROJECT PLAN

The Contractor’s proposal must include a project plan that addresses requirements as specified in this RFP. The project plan should identify items such as ordering process; how requests for titles not in stock are handled; technologies to be used; required personnel; project management process; expected frequency and mechanisms for updates/progress reviews; process for addressing issues/changes; and individuals responsible for receiving/reacting to the requested information.

The Contractor’s proposal must include a list of publishers Contractor does not handle.

The Contractor’s proposal must demonstrate significant experience working with libraries including the number of years in the book distribution industry; number of library customers; and prior experience with state libraries.

7. MEETINGS.

The Library will request meetings when it deems appropriate. If the Library requests meetings to address issues or problems that arise, the Contractor must attend meetings in person.

8. REPORTING

The Contractor’s proposal must explain its reporting capabilities and any reporting that is included in its proposal. At a minimum, the Contractor should provide an annual report listing purchased materials for the year.

9. ORDER AUTHORIZING DOCUMENT

The appropriate authorizing document for the Contract will be a Delivery Order (DO) document issued by the Department of Education.

10. PRICING

A. Price Schedule. A detailed price schedule of all fees must be submitted with Contractor’s proposal (see Schedule B).

B. Price Term. Pricing is firm for the term of the Contract period ending April 30, 2021. Adjustments may be requested, in writing, by either party at the time a renewal option is requested.

C. Price Changes. Adjustments will be based on changes in actual Contractor costs. Any request must be supported by written evidence documenting the change in costs. The State may consider sources, such as the Consumer Price Index; Producer Price Index; other pricing indices as needed; economic and industry data; manufacturer or supplier letters noting the increase in pricing; and any other data the State deems relevant.

Following the presentation of supporting documentation, both parties will have 30 days to review the information and prepare a written response. If the review reveals no need for modifications, pricing will remain unchanged unless mutually agreed to by the parties. If the review reveals that changes are needed, both parties will negotiate such changes, for no longer than 30 days, unless extended by mutual agreement.

The Contractor remains responsible for Contract Activities at the current price for all orders received before the mutual execution of a Change Notice indicating the start date of the new Pricing Period.

11. INVOICE AND PAYMENT

A. Invoices. Invoices should be presented to the State’s Program Manager or designee on a monthly basis for all work completed in the preceding month. Invoices should be broken down by project; price for library materials (goods) must be clearly identified and separated from services fee(s).

All invoices submitted to the State must include: (a) date; (b) Delivery Order number; (c) description of the project; (d) price for goods;(e) service fee(s); (f) number of hours (if applicable); (g) hourly rate (if applicable); and (h) total price.

B. Payment. Payment terms are Net 45 days unless a quick payment discount is offered. The State will make payment for Contract Activities by Electronic Funds Transfer (EFT).

Library Collection Materials Vendor (Book Jobber) – for Library of Michigan

SCHEDULE B

PRICE PROPOSAL

Bidder must provide a pricing schedule for the proposed Contract Activities. The pricing schedule should be submitted in a modifiable format (e.g. Microsoft Excel); however, an additional pricing schedule in a non-modifiable format (e.g., PDF) may also be submitted. Failure to complete the pricing schedule as requested may result in disqualification of your proposal

1. The pricing schedule must be a detailed schedule of all potential fees applicable to the proposed Contract Activities. Fees must include all costs that Bidder may charge the State, including but not limited to, any one-time or set-up charges, and potential costs.

1. The pricing schedule should include typical discounts that may be applicable.

1. Preference may be given to price proposals that do not assess fuel surcharges.

1. The pricing schedule must include an hourly price for labor to sort and repack materials if shipping to multiple sites.

1. The pricing schedule must include costs of shipping materials if shipping to multiple sites.

1. By submitting its proposal, the Bidder certifies that the prices were arrived at independently, and without consultation, communication, or agreement with any other Bidder.

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and the Contractor. This Contract is effective upon execution of the Contract, approximately May 1, 2018 (“Effective Date”), and unless terminated, expires on April 30, 2021.

This Contract may be renewed for up to three (3) additional one-year periods. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

1. Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”).

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities, and meet operational standards, unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract; (g) not make any media releases without prior written authorization from the State; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; and (i) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must be clearly identifiable while on State property and clearly identify themselves whenever making contact with the State.

2. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

Ruth Thole Department of Education 608 W. Allegan Street Lansing, MI 48933 TholeR@michigan.gov 517-373-3823

3. Contract Administrator. The Contract Administrator for each party is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”):

Ruth Thole Department of Education 608 W. Allegan Street Lansing, MI 48933 TholeR@michigan.gov 517-373-3823

4. Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”):

Karren Reish Library of Michigan 702 W. Kalamazoo St.

Lansing, MI 48933 ReishK@michigan.gov 517-241-0021

5. Performance Guarantee. Contractor must at all times have financial resources sufficient, in the opinion of the State, to ensure performance of the Contract and must provide proof upon request.

6. Insurance Requirements. Contractor must maintain the insurances identified below and is responsible for all deductibles. All required insurance must: (a) protect the State from claims that may arise out of, are alleged to arise out of, or result from Contractor's or a subcontractor's performance; (b) be primary and non-contributing to any comparable liability insurance (including self-insurance) carried by the State; and (c) be provided by a company with an A.M. Best rating of "A" or better, and a financial size of VII or better.

Commercial General Liability Insurance

Minimal Limits:

$1,000,000 Each Occurrence Limit $1,000,000 Personal & Advertising Injury Limit $2,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations

Deductible Maximum:

$50,000 Each Occurrence Contractor must have their policy endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds using endorsement CG 20 10 11 85, or both CG 2010 07 04 and CG 2037 07 0.

Automobile Liability Insurance

Minimal Limits:

$1,000,000 Per Occurrence Contractor must have their policy: (1) endorsed to add “the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents” as additional insureds; and (2) include Hired and Non-Owned Automobile coverage.

Workers' Compensation Insurance

Minimal Limits:

Coverage according to applicable laws governing work activities.

Waiver of subrogation, except where waiver is prohibited by law.

Employers Liability Insurance

Minimal Limits:

$500,000 Each Accident $500,000 Each Employee by Disease $500,000 Aggregate Disease.

If any of the required policies provide claims-made coverage, the Contractor must: (a) provide coverage with a retroactive date before the effective date of the contract or the beginning of Contract Activities; (b) maintain coverage and provide evidence of coverage for at least three (3) years after completion of the Contract Activities; and (c) if coverage is canceled or not renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase extended reporting coverage for a minimum of three (3) years after completion of work.

Contractor must: (a) provide insurance certificates to the Contract Administrator at Contract formation and within 20 calendar days of the expiration date of the applicable policies; (b) require that subcontractors maintain the required insurances contained in this Section; (c) notify the Contract Administrator within 5 business days if any insurance is cancelled; and (d) waive all rights against the State for damages covered by insurance. Failure to maintain the required insurance does not limit this waiver.

This Section is not intended to and is not be construed in any manner as waiving, restricting or limiting the liability of either party for any obligations under this Contract (including any provisions hereof requiring Contractor to indemnify, defend and hold harmless the State).

7. Independent Contractor. Contractor is an independent contractor and assumes all rights, obligations and liabilities set forth in the Contract. Contractor, its employees, and agents are not considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor.

Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein

8. Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation, and provide the State any information it requests to determine whether the delegation is in its best interest. If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

9. Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other party. If the State determines that a novation of the Contract to a third party is necessary, Contractor will agree to the novation and provide all necessary documentation and signatures.

10. Change of Control. Contractor will notify, at least 90 calendar days before the effective date, the State of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

11. Ordering. Contractor is not authorized to begin performance until receipt of an authorizing Delivery Order.

12. Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted, but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section 14, Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract. However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part. The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

13. Terms of Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities performed as specified in Schedule A. Invoices must include an itemized statement of all charges. The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all prices are inclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

14. Termination for Cause. The State may terminate this Contract for cause, in whole or in part, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability; (d) breaches any of its material duties or obligations; or (e) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 15, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

15. Termination for Convenience. The State may immediately terminate this Contract in whole or in part without penalty and for any reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether Contractor must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 16, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

16. Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data, property, and confidential information provided directly or indirectly to Contractor by any entity, agent, vendor, or employee of the State; (d) transferring title in and delivering to the State, at the State’s discretion, all completed or partially completed deliverables prepared under this Contract as of the Contract termination date; and (e) preparing an accurate accounting from which the State and Contractor may reconcile all outstanding accounts (collectively, “Transition…