To Provide Heating, Ventilation, & Air Conditioning (HVAC)

Request for Proposal # H031011 To Provide Heating, Ventilation, & Air Conditioning (HVAC) The University of Michigan Strategic Supplier Program March 10, 2011 University of Michigan Request for Proposal # H031011 Date March 10, 2011 TABLE OF CONTENTS SECTION 1: INTRODUCTION SECTION 2: SCHEDULE OF EVENTS SECTION 3: PROPOSAL INFORMATION AND PROCESSES SECTION 4: SUPPLIER INFORMATION SECTION 5: SPECIFICATIONS/QUALIFICATIONS 11 SECTION 6: PRICING INFORMATION 13 SECTION 7: MISCELLANEOUS TERMS & CONDITIONS 13 SECTION 8: SELECTION CRITERIA 15 SECTION 9: SIGNATURE PAGE 15 ATTACHMENT A: AGREEMENT 17 ATTACHMENT B: INTENT TO RESPOND 33 ATTACHMENT C: M-MARKETSITE PUNCHOUT SUPPLIER SOW _ 34 ATTACHMENT D: M-MARKETSITE HOSTED SUPPLIER STATEMENT OF WORK _ 34 ATTACHMENT E: STATEMENT OF WORK FOR E-SETTLEMENTS _34 ATTACHMENT F: SUPPLIER EIPP QUESTIONNAIRE 34 ATTACHMENT G: E-SETTLLEMENTS ITEM LOADER ATTACHMENT H: E-SETTLEMENTS ITEM MASTER PROCESS _ 34 34 ATTACHMENT I: SUPPLIER INTEGRATION SPECIFICATION 34 ATTACHMENT J: E-SETTLEMENTS FLAT FILE LOADER 34 ATTACHMENT K: E-SETTLEMENTS FLAT FILE LAYOUT 34 ATTACHMENT L: ITEM LOADER MAINTENANCE AND CHANGES ATTACHMENT M: MSUPPLIER PORTAL PASSWORD POLICY 34 34 ATTACHMENT N: E-SETTLEMENT XML INVOICE INTEGRATION SPECIFICATION _34 RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 ATTACHMENT O: H031011 HVAC PRICING SHEETS _ _34 RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 Section 1: INTRODUCTION This Introduction section is intended as an explanatory overview only and not intended as detailed specifications Additional details and specifications are included in the sections that follow (see specifically Sections 5, 6, and 7) and in the Agreement, (Attachment A) 1.0 Purpose of this Request for Proposal (RFP) The University of Michigan intends to establish a Strategic Supplier Agreement(s) for HVAC with a qualified supply company, acting as an independent contractor The University’s intention is to award one Agreement for HVAC but retains the right to award multiple Agreements The University anticipates that the successful supplier will act directly with University departments in providing building materials as well as providing customer support and advice when required The University reserves the right to request separate Proposals for special projects as they occur The successful supplier(s) shall not consider the award of this contact as an automatic award of these specials projects Strategic Supplier Program The goal of the Strategic Supplier Program is to develop contracts that provide for current and future needs of The University of Michigan and to ensure that the goods and services purchased represent the best value for our end users These contracts are negotiated to be available to the entire University and to make use of e-commerce technologies and consolidated billing procedures The University of Michigan Procurement Services Department has a number of Strategic Supplier contracts with various market segments (view the Procurement Services web site http://www.procurement.umich.edu/universitycontracts.html for details) Benefits of the Strategic Supplier Partnership History shows that partnering with suppliers allows the University and its Strategic Suppliers to grow business, streamline procedures, utilize e-commerce, and consolidate critical management tasks History also shows that awarding Strategic Supplier contracts saves money, time, and resources 1.1 Service Area The primary service areas include the three University of Michigan campuses located at Ann Arbor, Dearborn, and Flint It also includes the University of Michigan Hospital and Health Center Departments 1.2 Term of Agreement The initial term of the Agreement will be for three (3) years with the option to extend for an additional two-year period For additional term provisions, please refer to the Agreement, included as Attachment A 1.3 Completeness and Compliance In the initial phase of the evaluation, proposals will be reviewed for completeness and compliance with all requests and requirements, including proposal instructions, specifications, and terms and conditions of the Agreement Proposals that fail to comply with the essential requests and requirements of the RFP may be rejected as non-responsive and eliminated from further consideration Suppliers should understand that Agreement terms, conditions and technical specifications RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 not fully identify nor completely define the University’s service requirements and satisfaction The successful Supplier shall be expected to work closely with the University’s designated representative(s) to administer an effective and efficient program resulting in high overall customer satisfaction Section 2: SCHEDULE OF EVENTS The approximate timelines for awarding this Agreement are provided below Activity Request for Proposal issued Mandatory Pre-Bid Conference –326 E Hoover St Ann Arbor, MI 48109- Model Conference Room Submission of Intent to Respond form – Fax or PDF are acceptable Deadline for submission of Supplier written questions Supplier to submit questions by a MS Word document to burgens@umich.edu Responses to questions will be forwarded to supplier recipients via the website address: : Due Date March 11, 2011 March 16, 2011 @ 1:300 – 3:00 PM March 21, 2011 March 23, 2011 March 25, 2011 http://finance.umich.edu/procurement/bidboard/H031011_HVAC_RFP+ Deadline for Submission of Proposals – Hardcopy required March 30, 2011 3:00 p.m., EST Section 3: PROPOSAL INFORMATION AND PROCESSES The section includes instructions on the format Suppliers must follow in preparing and submitting their proposals This section further identifies how questions can be raised and will be addressed Finally, this section identifies the specific rights reserved by the University and other restrictions imposed on the RFP Process 3.0 Compliance with Specifications Suppliers are required to respond to all requests identified in this RFP and indicate their acceptance or objection to the terms of the Agreement, included as Attachment A The Supplier must minimally indicate its ability to comply with each requirement, by indicating, “complies” in the space provided For consideration, Supplier must meet all specifications indicated 3.1 Intent to Respond The “Intent to Respond” Form, Attachment B, must be completed and received by Procurement Services at the address specified in Section 3.4.1 on the date set forth in the Schedule of Events Receipt of the Intent to Respond form will ensure that the Supplier will receive copies of any additional information or addenda Suppliers may revoke their Intent to Respond form at any time prior to due date of proposals (see Schedule) 3.2 Decline to Offer Any firm which received a copy of the Request for Proposal, but which declines to make an offer is requested to send a formal “Decline to Offer” to the issuing RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 office by using the Intent to Respond form Failure to respond as requested may result in the Supplier’s removal from consideration on future requirements 3.3 Required Proposal Format While there is no intent to limit the contents of a proposal, the proposal should conform to the format outlined below to ensure that all pertinent information necessary for evaluation is included and in the same format to facilitate review It is the University’s preference that you download an electronic copy of this RFP and insert your responses into it under each requirement If that is not possible you must first list the University's request or requirement and then list your response below it, or each item under Sections 4, 5, & 6, Responses must be in the same numerical format and order as the requirement you are responding to Tab Table of Contents/Page Identification Include a Table of Contents and number pages in the proposal consecutively Attachments should be numbered and labeled separately Tab Introduction This should consist of a concise non-technical summary providing a management overview of the proposal that outlines the Supplier's approach to meeting the University's requirements Tab Supplier Information Suppliers are to answer each request in Section 4: Supplier Information If desired, Suppliers can also include any additional information regarding this program, additional benefits or incentives not included in other sections Suppliers must include any request for modifications to the requirements in Section Tab Specifications/Qualifications Suppliers are to respond to each specification/requirement in Section 5: Specifications/Qualifications Suppliers must include any request for modifications to the requirements in Section Tab Pricing Information Suppliers are to address each assumption or requirement in Section 6: Pricing Information Suppliers must include any request for modifications to the requirements in Section Tab Agreement Suppliers are to address each term and condition in Attachment A: Agreement, including any required Supplemental Terms and Conditions Suppliers must include in this section any objections or request for modifications to the Agreement Include all information and documents request in Section 7, if not already provided elsewhere Tab Alternative Proposal Supplier must submit any alternative proposals to this request under Tab and not in any of the above Tabs Tab Signature Page Supplier must complete Section 9: Signature Page RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 3.4 Date March 10, 2011 Requirements for Return of Proposal Responses Supplier must submit the following: • one (1) signed printed original • Three (3) printed copies • one (1) electronic copy submitted on a diskette or CD Each of the required copies must include all the elements specified in this RFP and comply with the format specified above in 3.3 3.4.1 Proposals must be received (1) by the time specified in the Schedule of Events and (2) at the office indicated below Carefully review the Schedule of Events in Section for due dates for submittal of important documents and for the University’s response dates Each Supplier is solely responsible for the timely delivery of its proposal Failure to meet the proposed due date and time shall be grounds for rejection Receipt of the Proposal by the University mail system does not constitute receipt of a proposal by the University of Michigan Procurement Services (1) A Supplier’s proposal is due no later than 3:00 p.m local time on March 30, 2011 and must be returned to: (2) Thysadenia Burgens Sr Procurement Agent The University of Michigan Facilities Procurement Team 1201 Kipke Dr Room 1040 Ann Arbor, Michigan 48109-1002 Ph: 734-647-0032 E-mail: burgens@umich.edu 3.4.2 A Supplier may withdraw a proposal prior to the closing time After the due date, submitted proposals constitute an offer by the Supplier and shall remain irrevocable for a period of 120 days 3.4.3 Faxed, e-mailed or late responses will not be accepted 3.4.4 A legally authorized representative of the Supplier must sign the proposal 3.4.5 The ability of the University to “open” all electronic information submitted must be verified by the University of Michigan Procurement Services prior to being accepted RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 3.5 3.6 Date March 10, 2011 Questions and Clarification Any questions regarding this request must be directed, in writing, to Thysadenia Burgens All questions must be submitted by March 23, 2011 Questions submitted after this deadline not require a response by the University 3.5.1 A Supplier is expected to raise any questions, exceptions, or additions they have concerning the RFP document If Supplier discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, Supplier should immediately notify the above named individual of the deficiency and request modification or clarification of the RFP document 3.5.2 Questions and answers will be posted on a University website 3.5.3 In the event that it becomes necessary to provide additional clarifying information or to revise any part of this RFP after March 21, 2011, revisions/amendments and/or supplements will be provided to only those suppliers that have submitted the Intent to Respond, Attachment B Supplier Presentations Selected suppliers may be required to make oral presentations to the selected committee Suppliers making oral presentations may also be required to participate in an on-site product demonstration and/or oral presentation to a focus group of University employees Supplier shall be prepared to demonstrate their products and equipment to the University Failure of a supplier to conduct a presentation on the date scheduled may result in rejection of the supplier’s proposal In addition, the University may decide to make site visits to the selected suppliers’ sites 3.7 Rights Reserved by the University and Restrictions on RFP Process 3.7.1 The University reserves the right to reject any or all proposals, including by way of example only and without limitation, any proposal that does not contain all the requested information 3.7.2 The University reserves the right to negotiate with any Supplier considered qualified or to make an award without further discussions The University highly recommends that a Supplier’s initial proposal reflect Supplier’s terms most favorable to the University 3.7.3 The University reserves the right to waive any irregularity in any proposal received 3.7.4 The University reserves the right to negotiate with any Supplier(s) and to arrive at its final decision and/or to request additional information or clarification on any matter included in the proposal, RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 3.7.5 The University reserves the right to select the most responsive Supplier(s) without further discussion, negotiation, or prior notice 3.7.6 The University may presume that any proposal is a best-and-final offer 3.7.7 The University reserves the rights to award in part, in whole, or not at all 3.7.8 Suppliers who offer prices on all items may be given preference; however, the University reserves the right to delete specific line items in order to provide a basis for an evaluation of the prices quoted by all Suppliers 3.7.9 The University will not pay for any information requested nor is it liable for costs incurred by the Supplier in responding to this request Elaborate proposals (e.g expensive artwork) beyond that sufficient to present a complete and effective proposal are not necessary or desired 3.7.10 Any discussions with University personnel, other than as listed above, regarding this RFP while the RFP is in progress (from the time Supplier receives this RFP until final award is made) are strictly prohibited Such contact and discussion may result in disqualification of Supplier’s proposal 3.7.11 The University is the sole owner of all data and information contained within the Request for Proposal document and accompanying attachments Supplier shall use this information exclusively to prepare a proposal Supplier should not disclose this information to any other firm or use it for any other purpose unless required by law or legal process 3.7.12 Supplier proposals will be opened and reviewed at the convenience of the University; there is no public opening 8.13 3.8 All proposals submitted become the property of the University; they will not be returned and may be subject to disclosure under the STATE OF MICHIGAN FREEDOM OF INFORMATION ACT (“FOIA”) or other legal process As such, proposal may be released to third parties, without prior notice to Supplier, as required to comply with legal requirements Supplier Gift and Gratuity Policy University employees are prohibited from accepting any gifts, services or gratuities from suppliers or potential suppliers Respondent and supplier conformance to this standard is expected Section 4: SUPPLIER INFORMATION Suppliers are required to address all the requests below and to provide samples when appropriate If providing an attachment, Supplier must clearly identify the request number for each response 4.0 General Corporate and Contact Information RFP H031011 HVAC Page of 37 University of Michigan Request for Proposal # H031011 4.1 Date March 10, 2011 4.0.1 Provide (1) the legal name of Supplier’s firm, (2) the state or county where organized, and (3) the address of Supplier’s principle place of business 4.0.2 Provide the contact information for the person responsible for this proposal including (1) name (2) title (3) address (4) telephone number (5) fax and (6) email address 4.0.3 If different from the contact information provided above, provide the contact information for the individual duly authorized to enter into an Agreement on behalf of Supplier 4.0.4 Provide the last two (2) years of audited financial statements Supplier Experience in Service Area 4.1.1 Indicate how long Supplier has been performing these services? 4.1.2 Provide a corporate history/management summary showing that Supplier and/or its officers have been engaged for a minimum of three (3) years in providing similar services as requested in this RFP 4.1.3 Provide a description of Supplier’s qualifications to meet Specifications and provide the Services requested in this RFP, including a history of your prior experience in this area 4.1.4 Describe any specific growth in this service/product area over the past three (3) years 4.1.5 Describe any restructuring, mergers, and/or downsizing that has occurred over the past three (3) years or is anticipated in the next three (3) years 4.1.6 Provide information relating to Supplier bankruptcies or reorganizations due to financial hardship 4.2 Quality Assurance Plan Supplier shall detail a Quality Assurance Plan that shall detail the methods by which the Supplier shall guarantee ordering, delivery, and general supply of equipment, supplies, and/or services to the University in a correct and timely manner 4.3 Supplier Relationships or Potential Conflicts with the University 4.3.1 RFP H031011 HVAC Describe any business relations that Supplier currently has or has had with the University; include relationships any parent, subsidiary, or other affiliate company may have with the University Page 10 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 hire” made exclusively for the University under U.S copyright laws Supplier shall execute all documents and all things necessary or proper to give full effect to the provisions of this section In the event any Work Product shall not be a work for hire under the U.S copyright laws, Supplier and Supplier Personnel hereby assign to the University all rights, title and interest in the work and agree to execute whatever assignment of copyright and ancillary and confirmatory documents as may be required or appropriate to transfer exclusive title in the Work Product and any copyright in it to the University 8.3 9.0 Insurance 9.1 10.0 If this Agreement is funded under a Government Prime Contract or Grant, which provides a different disposition for 8.1 and 8.2 above, the latter will govern Insurance Coverages and Levels Unless more specific insurance provisions are attached, Supplier shall, at Supplier’s expense, obtain and maintain the following coverages: • Commercial general liability insurance, including contractual products and completed operations insurance ($1 million per occurrence/$3 million annual aggregate) • Professional Liability/Errors and Omissions Insurance with limits not less than $1 million per occurrence and $2 million annual aggregate if the activity is deemed professional in nature or performed by someone with a professional designation and is excluded from the Commercial General Liability Insurance • Worker’s Compensation at statutory limits in accordance with the appropriate State of jurisdiction including Employer’s liability (with minimum $500,000) • Automobile liability for owned, non-owned and hired vehicles minimum limit ($1 million each accident) • Supplier agrees to have the Regents of the University of Michigan added as additional insured with respect to Commercial General Liability Insurance for purposes of contract performance and incidents arising out of Agreement • Supplier agrees to provide the University with thirty (30) days prior written notice of any reduction in limits or cancellation of any of the above insurance • If any of the required insurance is on a “claims made” basis and is cancelled during the term of this agreement, Supplier agrees to purchase tail coverage or prior acts coverage so that such insurance is in effect from the date the Agreement is executed to three (3) years after its termination • Supplier shall provide the University with a certificate of the above insurance coverages and amounts Compliance with the foregoing requirements as to carrying insurance and furnishing evidence of it will not relieve the Supplier of its liabilities and obligations under this Agreement Indemnity Each party shall defend, indemnify and hold harmless the other party, its board members, officers, employees, agents and students (if the University) from and against any costs, losses, damages, liabilities, expenses, demands and judgments, including court costs and attorney fees, which may arise out of the other party’s acts or omissions under this Agreement for which the indemnifying party would be liable in law or equity The indemnifying party shall keep the other reasonably apprised of the continuing status of the claim, including any proceedings resulting from it, and shall permit the other party, at its expense, to participate in the defense or settlement of the claim When a claim is resolved by the RFP H031011 HVAC Page 23 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 indemnifying party’s payment of money, it shall have final authority regarding defense and settlement When a claim resolution requires equitable relief against the non-indemnifying party or the indemnifying party has not or will not pay the money required for resolution, the parties shall cooperate regarding defense and settlement 11.0 Audit The Supplier is responsible for keeping accurate and reasonable records related to its performance and obligations under this Agreement In particular, records will be kept documenting any price, cost or budget computations required under the Agreement The Supplier agrees that the University or its duly authorized representative has the right to audit any directly pertinent books, documents, papers and records related to transactions and/or performance of the terms and conditions of the Agreement The Supplier shall make available to the University or its agents all such records and documents for audit on the Supplier’s premises during regular and reasonable working hours within ten (10) business days of a written request for availability Supplier agrees to either (a) allow the University to make and retain copies of those documents useful for documenting the audit activity and results or (b) sequester the original or copies of those documents the University identifies for later access by the University The Supplier further agrees to disclose within ninety (90) days of receipt any independent auditors’ reports, which bear directly on the performance or administration of this Agreement The right to audit shall include periodic examinations of records throughout the term of the Agreement and for a period of three (3) years after its termination The right to audit shall also apply to agents and subcontractors hired by the Supplier for the purpose of fulfilling the Agreement In the event that audits discover substantive findings related to fraud, misrepresentation or non-performance, the University may recoup the costs of the audit work from the Supplier 12.0 Confidentiality Supplier shall keep confidential and not disclose to third parties any information developed or created under this Agreement or provided by the University or by private individuals, organizations or public agencies pursuant to this Agreement, including protected financial information under Gramm-Leach-Bliley Act, unless Supplier has received the prior written consent of the University to make the disclosure or unless required by law or legal process Only Supplier Personnel with a need to know may have access to or use University information This obligation of confidentiality does not extend to information that is or shall become through no fault of Supplier available to the general public This provision shall survive expiration and termination of this Agreement 13.0 Removal of Supplier Personnel If any Supplier Personnel repeatedly fails, in the University’s sole discretion, to perform in a competent manner, and the University notifies Supplier in writing that the Supplier Personnel is no longer acceptable to the University, citing the grounds and specific supporting facts, then, after written notification from the University, Supplier shall no longer schedule the Supplier Personnel to provide or support Services for the University under this Agreement or any other Agreement with the University The University, in its sole discretion, may modify this prohibition upon presentation in writing by Supplier of adequate reasons and facts for modifying the prohibition 14.0 Operational Matters RFP H031011 HVAC Page 24 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 14.1 On-site Supplier Personnel shall follow and adhere to the University policies and procedures applicable to the provision of the Services including, by way of example only and without limitation (a) sign-in procedures, (b) identification badges, (c) executing confidentiality statements, (d) participation in any required training, parking regulations Supplier acknowledges receipt of The University of Michigan Health System Policy 01-04-008 “Vendor Visitation and Interaction” and agrees to abide by the applicable terms and conditions of the policy For policy see website link http://www.procurement.umich.edu/files/vendor_policy.pdf 14.2 Except as otherwise expressly provided in this Agreement, Supplier shall be responsible for payment of all business expenses incurred while providing the Services 14.3 Supplier agrees to timely cooperate and assist with any applicable performance improvement and quality assurance activities of the University as they may relate to the Services 14.4 Supplier Cooperation Supplier shall cooperate and make adjustments as necessary in the methods and timing for provision of Services under this Agreement so that other Suppliers and University personnel can perform their independent obligations to the University 14.5 Limitation on Supplier Personnel Supplier agrees that unless otherwise approved by the University in writing in advance, no Supplier Personnel shall provide services if any of the following have occurred: (a) any applicable registration, certification, licensure (including where applicable, Medicare/Medicaid provider status) of Supplier Personnel, in any state, is or has been threatened with limitation, suspension, revocation or exclusion; (b) any applicable registering, certifying, or licensing board reprimands, sanctions or otherwise disciplines Supplier Personnel; or (c) a negligence or malpractice claim related to the provision of the Services or similar services has been asserted against Supplier Personnel 14.6 Access to Books and Records The parties agree that if this Agreement is subject to the Medicare statutes and regulations governing access to books and records of subcontractors (Section 952 of the Medicare and Medicaid provisions of the Omnibus Reconciliation Act of 1980, which amends section 1861(V) (1) of the Social Security Act), Supplier shall retain and, for four (4) years after Services are furnished by Supplier, shall allow the authorized representatives of the Comptroller General, the University, and the Department of Health and Human Services access to this Agreement and to the books, records, and other documents of Supplier that are necessary to verify the nature and extent of the costs of the Services In the event Supplier receives a request for access, Supplier agrees to notify the University immediately and to consult with the University regarding what response will be made to the request This Agreement to provide access shall continue for four (4) years after the Services are terminated If Supplier carries out any responsibilities under this Agreement through the use of a subcontractor, including any organization related by ownership or control with Supplier, when the subcontract is worth or costs $10,000 or more over a twelve (12) month period, Supplier shall obtain and forward to the University the subcontractor’s written promise to be bound as Supplier is under this same access Agreement RFP H031011 HVAC Page 25 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 15.0 Duties of the University Except as otherwise expressly provided in this Agreement, the University will furnish Supplier with the space, facilities and accommodations, the University deems reasonably necessary to support Supplier in the provision of the Services contemplated by this Agreement 16.0 Miscellaneous 16.1 Use of the University Name and Marks The University acknowledges Supplier’s right to make, without the consent of the University, public statements regarding the existence of the contract, its terms and conditions and an accurate description of the product or Services being supplied However, except as permitted by the previous sentence, Supplier may never make any public statement (for example a press release or any form of advertisement) describing the University’s relationship with Supplier or implying or stating the University’s endorsement of Supplier or Supplier’s product without the prior written consent of the University’s Office of Communications The University may withhold its consent in its absolute discretion Supplier acknowledges that the University will require ten (10) business days to consider any request for consent Supplier may not under any circumstances use any University Trademark 16.2 Use of Premises or the University Property Supplier shall neither use nor allow Supplier Personnel to use any part of the University premises or property for any purpose other than the performance of the Services under this Agreement Without limiting the generality of the statement above, Supplier shall not use the University in any manner that might jeopardize the Medicare provider status of the University or the tax exemptions or casualty insurance of the University 16.3 Independent Contractor Status of Parties It is expressly understood that Supplier is an independent contractor and not the agent, partner, or employee of the University Supplier and Supplier Personnel are not employees of the University and are not entitled to tax withholding, Worker’s Compensation, unemployment compensation, or any employee benefits, statutory or otherwise Supplier shall not have any authority to enter into any contract or agreement to bind the University and shall not represent to anyone that Supplier has such authority 16.4 Assignment Supplier may not subcontract, assign or transfer this Agreement or any interest or claim under this Agreement without prior written approval of the University Notwithstanding any consent by the University to any assignment, Supplier shall at all times remain bound to all warranties, certifications, indemnifications, promises and performances, however described, as are required of it under the Agreement unless specifically released from the requirements, in writing, by the University The Supplier shall retain the right to pledge payment(s) due and payable under this Agreement to third parties 16.5 Notices Any notice to either party must be in writing, signed by the party giving it, and served to the addresses indicated on the Signature page (or to such other addressee as may be later designated by written notice) by personal delivery, recognized overnight courier service, or by the United States mail, first-class, certified or registered, postage prepaid, return receipt requested All such notices shall be effective when received, but in no event later than three (3) days after mailing RFP H031011 HVAC Page 26 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 16.6 Entire Agreement, Amendment This Agreement and its Exhibits constitute the entire understanding between the parties with respect to the subject matter and may not be amended except by an agreement signed by Supplier and an authorized representative of the University Any handwritten changes on the face of this document shall be ignored and have no legal effect unless initialed by both parties 16.7 Severability The terms of this Agreement are severable If any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable 16.8 Governing Law, Construction and Venue This Agreement shall be governed by and construed under the laws of the State of Michigan without regard for principles of choice of law Any claims, demands, or actions asserted against The Regents of the University of Michigan shall be brought in the Michigan Court of Claims Supplier, its successors and assigns, consent to the jurisdiction of the Washtenaw County Circuit Court for the State of Michigan with respect to any claims arising under this Agreement 16.9 Headings The paragraph headings in this Agreement are inserted for convenience only and shall not be construed to limit or modify the scope of any provision of this Agreement 16.10 Waiver No delay or omission by either party to exercise any right or remedy under this Agreement shall be construed to be either acquiescence or the waiver of the ability to exercise any right or remedy in the future 16.11 Survivability Provisions surviving termination or expiration of this Agreement are those which on their face affect rights and obligations after termination or expiration and also include provisions concerning indemnification, confidentiality, warranty and choice of law and venue 16.12 Execution This Agreement may be executed in duplicate, each of which when executed and delivered shall be an original The parties acknowledge and agree that this Agreement has been mutually discussed, negotiated, and drafted by the parties 16.13 No Third Party Rights Nothing in this Agreement shall be construed as creating or giving rise to any rights in third parties or persons other than the named parties to this Agreement 16.14 Force Majeure Neither Supplier nor the University shall be liable for failure to perform its respective obligations under the Agreement when failure is caused by fire, explosion, water, act of God, civil disorder or disturbances, strikes, vandalism, war, riot, sabotage, weather and energy related closings, or like causes beyond the reasonable control of the party (“Force Majeure Event”) In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, the party shall: (a) as soon as practicable notify the other party in writing of the Force Majeure Event and its expected duration; (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible, including, as applicable, abiding by the disaster plan in place for the University In the event that any Force Majeure Event delays a party’s performance for more than thirty (30) calendar days RFP H031011 HVAC Page 27 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 following notice by the delaying party pursuant to this Agreement, the other party may terminate this Agreement immediately upon written notice 17.0 16.15 Tax Exempt Status Supplier acknowledges that the University is a tax-exempt institution, granted such status by authorized taxing units of State of Michigan, and is exempt from Federal Excise Tax and Michigan General Sales Tax (see Michigan Public Act 167 of 1933.Section as amended) 16.16 Dispute Resolution Supplier and the University will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation The dispute will be escalated to appropriate higher-level managers of the parties, if necessary 16.17 Freedom of Information Act Nothing in this Agreement shall in any way limit the ability of the University to comply with any laws or legal process concerning disclosures by public bodies The parties acknowledge that any responses, materials, correspondence or documents provided to the University are subject to the State of Michigan Freedom of Information Act (“Act”) and may be released to third parties in compliance with that Act or any other law will not constitute a breach or threatened breach of this Agreement 16.18 Supplier Damage to the University Property Without regard to any other section of the Agreement, Supplier shall be responsible for the costs to return to “as was” condition from any damage caused to the building, grounds, or other equipment and furnishings caused in whole or part by Supplier Personnel while performing activities arising under this Agreement Supplier shall immediately report in writing the occurrence of any damage to the Building/Project Manager 16.19 Supplier Clean-up Supplier will remove all packing materials, rubbish and dirt from the University premises associated with Supplier’s provision of Services under this Agreement Confidentiality of Health Information The parties agree that Supplier’s provision of the Services under this Agreement does not qualify Supplier as a “Business Associate” of the University as defined in regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, (which act and regulations as amended, restated and superseded from time to time are collectively referred to as “HIPAA”) Supplier will take all necessary steps to ensure Supplier Personnel not seek or obtain access to protected health information created, maintain or received by the University In the event the scope of Supplier’s Services changes or HIPAA changes (including governmental guidance offered on HIPAA) such that the University concludes the Agreement must be amended or further documents executed to ensure the University’s compliance with HIPAA, the parties agree to promptly take all actions necessary to ensure the University compliance with HIPAA 17.1 RFP H031011 HVAC In the event the scope of Supplier’s Services changes or HIPAA changes (including governmental guidance offered on HIPAA) such that the University concludes the Agreement must be amended or further documents executed to ensure the University’s compliance with HIPAA, the parties agree to promptly take all actions necessary to ensure the University compliance with HIPAA Page 28 of 37 University of Michigan Request for Proposal # H031011 18.0 Date March 10, 2011 MIOSHA Record Keeping Compliance If any Supplier Personnel (a) receives direct “dayto-day supervision” from a University employee and (b) becomes injured in the course and scope of his/her work assignment, then the incident must be reported to the University’s Work~Connections Program For particular injuries, an Illness/Injury Report Form (download from: http://www.umich.edu/~connect/forms.htm) must be completed and faxed to the University’s Work~Connections office at (734) 936-1913, with seven (7) calendar days of the Supplier Personnel reporting his/her injury or illness For purposes of this section, “day-to-day supervision” means the University supervises not only the output, product, or result to be accomplished by Supplier Personnel, but also the details, means, methods, and processes by which the work objective is accomplished Supplier agrees to timely cooperate with the University in completing any required MIOSHA reporting By way of example only and without limitation, Suppliers who meet the above criteria (by providing Supplier Personnel who receive direct day-to-day supervision from a University employee and become injured in the course and scope of his/her work assignment), agree to provide to the University information as follows: (a) the total number of Supplier Personnel placed at the University during the calendar year, and (b) the total hours worked by such Supplier Personnel during the calendar year This information needs to be faxed to Work~Connections by January 15 for the preceding calendar year This Agreement becomes binding when signed by both parties SUPPLIER: FOR THE REGENTS OF UNIVERSITY OF MICHIGAN: By: _ By: _ Printed Name: Printed Name: _ Title: _ Title: Date of Signature: _ Address (for notices): Date of Signature: Address (for notices): _ _ _ _ Federal Tax ID: _ Federal Tax ID: RFP H031011 HVAC Page 29 of 37 THE University of Michigan Request for Proposal # H031011 Date March 10, 2011 EXHIBIT A SCOPE OF SERVICES General Services 1.0 Scope of Products to be Provided HVAC – Heating, Ventilation, and Air Conditioning 2.0 Changes, Alterations and Modifications to Services The University may at any time by a written order change the extent of the Services covered by this Agreement, the drawing, specifications or other description, or the time of completion Promptly upon receipt of the details of any change, Supplier shall either advise the University that the change will not affect its costs, or furnish: (a) a breakdown of estimated cost and changes to the Financial Arrangement of Exhibit B resulting from the requested change, and (b) a statement of any necessary changes in the time of completion Supplier’s failure to advise the University within ten (10) days of the effect of any change in cost or completion time shall constitute Supplier’s consent to conform to the change without change to the Financial Arrangement, or without change in other terms and conditions of this Agreement If the change causes a material increase or decrease in costs, then an equitable adjustment of the Financial Arrangement to be paid to Supplier shall promptly be negotiated by the University and Supplier and incorporated as an amendment to this Contract 3.0 Forms of order 3.1 The University shall place orders with Supplier by the agreed upon means of communications: M-MarketSite, Supplier’s Internet site, Telephone, Fax, and Sales Representative(s) Upon receipt of an order, the Supplier will provide an “Order Acknowledgement”(fax or email) to the person placing the order Any associated shipping fees and/or backordered items will be listed on the Order Acknowledgement 3.2 Internet Ordering Upon receipt of an Internet order, the Suppler will provide an email “Order Acknowledgement” to the person placing the order Any associated shipping fees will be listed on the Order Acknowledgement 3.3 M-marketsite Hosted Supplier Supplier will participate in and receive orders from the University’s online ordering system, M-marketsite Supplier will provide and maintain catalog information to be hosted on the site as defined in Schedule XX Or M-marketsite Punch-out Supplier Supplier will participate in and receive orders from the University’s online ordering system, M-marketsite Supplier will provide and maintain a University specific online catalog to be accessed through a punch-out from M-marketsite as defined in Schedule XX Or Supplier hosted Internet ordering site Supplier will develop and maintain an Internet ordering site for the University This site will contain only those items approved by the RFP H031011 HVAC Page 30 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 University under this agreement and must be listed at the contract price The Supplier will update the items and pricing on this site only as approved by the university 4.0 5.0 Reporting 4.1 The Supplier must provide the following quarterly reports to the Procurement Services Contract Administrator This list is not all inclusive: • Cost Savings Report • Affirmative Action Purchasing Report • Summary of all placed equipment with actual usage • Service request and response time • Backorder report • Product error report • Customer Service issues and actions taken to resolve problems • Made in Michigan stats • Environmentally friendly products and product specifications, including PDF documents (examples, recycled content, compostable materials, or percentage of post-consumer content) • Actions Manufacturer and Supplier are taking to be a company practicing sustainable manufacturing 4.2 The Supplier must provide an annual contract report that summarizes the information provided in the quarterly reports that also includes future product and service goals and improvements Annual reports will also include the year’s summary of achievements and any goals projected for the next year This list is not all inclusive of what may be requested The University’s Strategic Contract Administrator will provide the correct format and requested information 4.3 The Supplier may be required to provide the following sales history information: • Individual Orders: date, name of person placing the order, telephone number, delivery address, department, item purchased, description, quantity purchased, unit cost, design fees if applicable, shipping fees, and any other charges • Contract Statistics: date range of stats, number of orders, fill rates, on-time delivery rates, error rates (product and service), new products, design fees if applicable, shipping fees, other fees, percentage of sales of recycled/sustainable products, and 2nd tier diversity spend 4.4 Supplier is required to provide ad hoc reports upon request Typically these reports are specific in nature and requested for a specific University need Requirements RFP H031011 HVAC Page 31 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 EXHIBIT B FINANCIAL ARRANGEMENT General Services The University will pay fees to Supplier for Services performed under this Agreement as follows: 1.0 2.0 Pricing on Services 1.1 Pricing Supplier agrees to provide the Services listed in Schedule XX at the pricing in Exhibit XX, which will be held firm for one year The University and Supplier agree that the pricing can be reviewed, at the University’s written request, for improved discounts 1.2 Internet Pricing The services and pricing offered in the Supplier’s Internet catalog will be those services approved by the University at the University’s contract pricing Internet pricing changes and service updates will coincide with Agreement pricing changes and updates An M-MarketSite Hosted Supplier is responsible to provide initial catalog to Higher Markets/SciQuest in the required format and to provide periodic service and pricing updates per this Agreement Supplier to use Higher Markets Content Management Tool (CMT) to create and manage catalog Details of the CMT are at: http://www.sciquest.com/cmt See Exhibit XX for Statement of Work detailing scope of participating as an M-MarketSite Supplier 1.3 Promotion purchases Supplier agrees to provide to the University as a PROMOTION PURCHASE any services offered to the general public at a price less than any net price available in this Agreement at that price charged during the promotion period 1.4 Price Negotiations Price negotiations will begin at least ninety (90) days before a price increase is requested to take effect The University prior to the pricing increase being put into effect must agree to such pricing increases Expenses 2.1 Travel Expenses Travel expenses must be itemized separately; actual and reasonable expenses according to University policy as indicated in the Standard Practice Guide relating to travel expenses will be reimbursed with Supplier's invoice See website http://spg.umich.edu/pdf/501.04-1.pdf Travel costs are estimated to be _ Expenses in excess of this estimate require [prior] [written] approval from the University 2.2 Other Expenses All reimbursable expenses, such as photocopies, supplies, photography, communication expenses and reproduction shall be billed at cost 2.3 University Expenses The University will be responsible for the following expenses: [Insert if any] RFP H031011 HVAC Page 32 of 37 University of Michigan Request for Proposal # H031011 3.0 Date March 10, 2011 Invoicing 3.1 Supplier shall deliver to the University a monthly summary invoice and a valid electronic Supplier agrees to use the University’s on-line invoicing application to deliver electronic invoices as detailed in the requirements which can be found at http://www.procurement.umich.edu/msupplier_enablement.html Supplier agrees to collaborate with the University to update their processes to meet requirements as technology and applications change Or 3.1 Supplier agrees to use the University’s on-line invoicing application to deliver electronic invoices as detailed in the requirements which can be found at http://www.procurement.umich.edu/msupplier_enablement.html unless instructed by Procurement Services to deliver a paper invoice for a specific purchase order Supplier agrees to collaborate with the University to update their processes to meet requirements as technology and applications change 3.2 The University’s preferred method of procurement under this Agreement is through Mmarketsite or by use of a Shortcode for phone or fax orders Invoices will be submitted according to the electronic billing procedures that can be found on the University’s website at http://www.procurement.umich.edu/msupplier_enablement.html If Supplier accepts any other means of payment for an order from the University then all such orders are to be under the terms and conditions of this Agreement Supplier shall submit to the University a check for XX% of those purchases not billed on the electronic invoice once per month along with the submission of the invoice 3.3 Special Invoicing Requirements Supplier will provide direct invoicing to specified University Departments when requested Discount structures will be credited to Strategic Supplier Program and not the individual department 4.0 Payment Terms Payment will be made within ten (10) business days after the University’s receipt of a valid electronic invoice from Supplier if payment is made with check and is mailed; or within thirteen (13) business days if payment is made by ACH A 2% prompt payment discount will be applied to all invoices OR 2% will be received by check from Supplier monthly and no later than fifteen (15) days after payment is received For the purpose of computing the discount earned, payment is considered made on the date that appears on the payment check The University may withhold payment in whole or in part for products or services found by the University to be defective, untimely, unsatisfactory, or otherwise not conforming to the products description, or not in accordance with all applicable federal, state, and local laws, ordinances, rules and regulations The University may also withhold payment in whole or in part if the invoice pricing submitted for payment is higher than the contract price or an invalid Purchase Order or Shortcode is provided 5.0 Taxes The fees, expenses and costs payable under this Agreement include all applicable taxes and shall not be changed as the result of the Supplier’s failure to include any applicable tax, or as a result of any change in the Supplier’s tax liabilities RFP H031011 HVAC Page 33 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 6.0 Withhold Payment The University, at its discretion, may withhold the whole or part of any payments to Supplier to the extent appropriate to set off University losses or costs to protect the University from loss, due to, but not limited to the following causes: • Defective work not corrected • Damage to personnel or property of University or third party caused by act, omission or negligence of Supplier, or its agents or employees 7.0 Discount/Rebate Information Supplier agrees to (i) fully and accurately report discounts and rebates to the Buyer on the invoice, coupon or statement submitted to Buyer; (ii) provide, upon the Buyer's request, the documentation or assistance necessary to allow Buyer to meet its reporting obligations to the government; and (iii) refrain from doing anything that would impede Buyer from meeting its reporting obligations RFP H031011 HVAC Page 34 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 ATTACHMENT B INTENT TO RESPOND MEMORANDUM TO BE COMPLETED AND RETURNED BY March 21, 2011 TO: Thysadenia Burgens Sr Procurement Agent The University of Michigan Procurement Services 1201 Kipke Dr Ann Arbor, MI 48109 734-647-0032 FAX #:734-763-1584 RE: RFP H031011 DATE: _ PAGES: _ As requested, please accept this fax as evidence of our intention of responding to this request for proposal We have checked all items that apply:     We have all of the information that we need in order to prepare our proposal We will be submitting a RFP response We will attend the mandatory Pre-Bid Conference on March 16, 2011 We have questions that need to be addressed before we can prepare our proposal Our requests for additional information will be e-mailed to burgens@umich.edu as an attachment in a word document We will not be responding to the aforementioned RFP; however, we would like to be considered on future requirements COMPANY NAME: _ AUTHORIZED SIGNATURE: TITLE: RFP H031011 HVAC _ Page 35 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 PRINT NAME: _ PHONE #: _ TOLL FREE #: _FAX #: _ ATTACHMENT C: M-Marketsite Punchout Supplier Statement of Work (SEE WEB-LINK http://www.procurement.umich.edu/MKS_Punch-out_SOW.pdf) ATTACHMENT D: M-Marketsite Hosted Supplier Statement of Work (SEE WEB-LINK http://www.finance.umich.edu/system/files/MKS_Hosted_SOW.pdf) ATTACHMENT E: Statement of Work for eSettlements (SEE WEB-LINK http://www.finance.umich.edu/system/files/eSettlements_SOW.pdf ) ATTACHMENT F: Supplier Functional Specification Questionnaire (SEE WEB-LINK http://www.finance.umich.edu/system/files/eSettlements_Functional_Specification_Questionnaire.doc ) ATTACHMENT G: eSettlements Item Loader (SEE WEB-LINK http://www.finance.umich.edu/system/files/Item_loader+initial+creation.xlsm ) ATTACHMENT H: eSettlements Item Master Data Processes (SEE WEB-LINK http://www.finance.umich.edu/system/files/Final+Draft+Item+Maintenace+Processes+July+2009.pdf ) ATTACHMENT I: Supplier Integration Specification, eSettlements Flat File Invoice Integrations (SEE WEB-LINK http://www.finance.umich.edu/system/files/Supplier_Integration_SpecFlat_File_Invoices.pdf) ATTACHMENT J: eSettlements Flat File Loader (SEE WEB-LINK http://www.finance.umich.edu/system/files/Flatfile_Loader.xlsm) ATTACHMENT K: eSettlements Flat File Layout (SEE WEB-LINK http://www.finance.umich.edu/system/files/eSettelments_Flat_File_Layout.xlsx ) ATTACHMENT L: ITEM LOADER MAINTENANCE CHANGE (SEE WEB-LINK http://www.finance.umich.edu/system/files/Item_loader+maintenace+changes.xlsm ) ATTACHMENT M: MSUPPLIER PORTAL PASSWORD POLICY (SEE WEB-LINK http://www.finance.umich.edu/system/files/MSupplier_Portal_Password_Policy.pdf ) ATTACHMENT N: eSettlement XML Invoice Integration Specification (SEE WEB-LINK http://www.finance.umich.edu/system/files/Supplier_Integration_Spec-cXML_Invoces.pdf ) RFP H031011 HVAC Page 36 of 37 University of Michigan Request for Proposal # H031011 Date March 10, 2011 ATTACHMENT O: H031011 HVAC PRICING SHEET (SEE WEB-LINK http://finance.umich.edu/procurement/bid-board/H031011_HVAC_RFP+ ) RFP H031011 HVAC Page 37 of 37 ... SERVICES General Services 1.0 Scope of Products to be Provided HVAC – Heating, Ventilation, and Air Conditioning 2.0 Changes, Alterations and Modifications to Services The University may at any time... Supplier is responsible to provide initial catalog to Higher Markets/SciQuest in the required format and to provide periodic service and pricing updates per this Agreement Supplier to use Higher Markets... whole or part of any payments to Supplier to the extent appropriate to set off University losses or costs to protect the University from loss, due to, but not limited to the following causes: •