INTRODUCTION 3
This Introduction serves as a general overview and does not provide detailed specifications For more comprehensive information and specifications, please refer to Sections 5, 6, and 7, as well as the Agreement in Attachment A.
The University of Michigan seeks to establish a Strategic Supplier Agreement for HVAC services with a qualified supply company, which will operate as an independent contractor The goal is to award a contract to a single supplier that meets the university's requirements.
The University retains the right to award multiple HVAC agreements and expects the selected supplier to engage directly with its departments to deliver building materials and offer necessary customer support and guidance Additionally, the University may request separate proposals for special projects as they arise, and the awarded supplier(s) should not assume that this contract guarantees automatic assignments for these special projects.
The Strategic Supplier Program at The University of Michigan aims to create contracts that meet both current and future requirements, ensuring optimal value for all end users These contracts are designed for university-wide accessibility and leverage e-commerce technologies along with consolidated billing procedures to enhance efficiency.
The University of Michigan's Procurement Services Department has established several Strategic Supplier contracts across different market segments For more information, visit the Procurement Services website at http://www.procurement.umich.edu/universitycontracts.html.
Strategic Supplier Partnerships offer numerous benefits, including business growth, streamlined procedures, and enhanced e-commerce utilization for the University and its suppliers Additionally, these partnerships lead to significant savings in time, money, and resources by consolidating essential management tasks through awarded contracts.
The primary service areas encompass the three University of Michigan campuses in Ann Arbor, Dearborn, and Flint, as well as the University of Michigan Hospital and its Health Center Departments.
The Agreement has an initial duration of three years, with the possibility of extending it for an additional two years For further details on the extension terms, please consult the Agreement outlined in Attachment A.
During the initial evaluation phase, proposals will be assessed for their completeness and adherence to all specified requests and requirements, including proposal instructions, specifications, and the terms and conditions outlined in the Agreement.
Proposals that do not meet the critical requirements outlined in the RFP may be deemed non-responsive and excluded from further evaluation Suppliers must recognize that the Agreement's terms, conditions, and technical specifications do not fully capture the University’s service needs and expectations The chosen Supplier will be required to collaborate closely with the University’s designated representatives to ensure the implementation of a successful program that achieves high levels of customer satisfaction.
SCHEDULE OF EVENTS 4
The approximate timelines for awarding this Agreement are provided below.
Request for Proposal issued March 11, 2011
Mandatory Pre-Bid Conference –326 E Hoover St Ann Arbor, MI
48109- Model Conference Room March 16, 2011 @ 1:300 – 3:00 PM
Submission of Intent to Respond form – Fax or PDF are acceptable March 21, 2011
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: : http://finance.umich.edu/procurement/bid- board/H031011_HVAC_RFP+
Deadline for Submission of Proposals – Hardcopy required March 30, 2011 3:00 p.m., EST
PROPOSAL INFORMATION AND PROCESSES 4
This section outlines the required format for Suppliers when preparing and submitting their proposals, details the process for raising and addressing questions, and specifies the rights reserved by the University along with any restrictions related to 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
The Supplier is required to demonstrate compliance with all specifications outlined in Attachment A of the Agreement by marking "complies" in the designated area Meeting these requirements is essential for consideration.
To ensure receipt of any additional information or addenda, suppliers must complete and submit the "Intent to Respond" Form (Attachment B) to Procurement Services by the deadline specified in the Schedule of Events, as outlined in Section 3.4.1.
Suppliers may revoke their Intent to Respond form at any time prior to due date of proposals (see Schedule).
Firms that receive a Request for Proposal but choose not to submit an offer must formally notify the issuing office by completing the Intent to Respond form with a "Decline to Offer." Not adhering to this request may lead to the Supplier being excluded from future opportunities.
To ensure a comprehensive evaluation, proposals should adhere to the specified format outlined below, which is designed to include all essential information in a consistent manner, facilitating the review process.
The University prefers that you download the electronic version of this RFP to provide your responses directly within it If you are unable to do so, please list each request or requirement from the University followed by your corresponding response Ensure that your answers for Sections 4, 5, and 6 are formatted numerically and in the same order as the original requirements.
Tab 1 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 2 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 3 Supplier Information Suppliers are to answer each request in Section 4: Supplier
Suppliers have the option to provide extra details about the program, including additional benefits or incentives not covered elsewhere Any requests for changes to the requirements outlined in Section 4 must also be included by the suppliers.
Tab 4 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 5.
Tab 5 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 6.
Tab 6 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 7 Alternative Proposal Supplier must submit any alternative proposals to this request under Tab 7 and not in any of the above Tabs.
Tab 8 Signature Page Supplier must complete Section 9: Signature Page.
3.4 Requirements for Return of Proposal Responses Supplier must submit the following:
Submit one electronic copy on a diskette or CD, ensuring that it includes all elements outlined in this RFP and adheres to the formatting requirements specified in section 3.3.
Proposals must be submitted by the specified deadline outlined in the Schedule of Events and delivered to the designated office It is essential to review Section 2 for important document submission dates and the University's response timelines Each Supplier is responsible for ensuring their proposal is delivered on time; failure to do so will result in rejection Additionally, receiving the proposal through the University mail system does not equate to official receipt 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:
Sr Procurement Agent The University of Michigan Facilities Procurement Team
Room 1040 Ann Arbor, Michigan 48109-1002 Ph: 734-647-0032
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.
For any inquiries related to this request, please submit your questions in writing to Thysadenia Burgens by March 23, 2011 The University will not respond to questions received after this deadline.
Suppliers must promptly address any questions, exceptions, or additions related to the RFP document If a Supplier identifies significant ambiguities, errors, conflicts, discrepancies, omissions, or deficiencies within the RFP, they are required to immediately inform the designated contact person and request necessary modifications or clarifications.
3.5.2 Questions and answers will be posted on a University website.
Any necessary clarifications or revisions to this RFP after March 21, 2011, will be communicated exclusively to suppliers who have submitted the Intent to Respond, as outlined in Attachment B.
Selected suppliers might need to deliver oral presentations to a designated committee and participate in on-site product demonstrations for a focus group of University employees Suppliers must be ready to showcase their products and equipment effectively, as failure to present on the scheduled date could lead to the rejection of their proposal Additionally, the University reserves the right to conduct site visits to the locations of the chosen suppliers.
3.7 Rights Reserved by the University and Restrictions on RFP Process
The University retains the authority to reject any or all proposals, particularly those that lack the required information.
The University retains the authority to engage in negotiations with any qualified Supplier or to make an award without additional discussions It is strongly advised that Suppliers present their most favorable terms in their initial proposals to the University.
3.7.3 The University reserves the right to waive any irregularity in any proposal received.
SUPPLIER INFORMATION 8
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
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
4.1 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.
The Supplier must outline a comprehensive Quality Assurance Plan that specifies the strategies for ensuring accurate ordering, timely delivery, and reliable supply of equipment, supplies, and services to the University.
4.3 Supplier Relationships or Potential Conflicts with the University
4.3.1 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
Please disclose if any employees, officers, directors, members, agents, or consultants of the Supplier are also employed by the University For more information, please consult the University’s Conflict of Interest Policy, which can be found at http://www.procurement.umich.edu/files/conflict_of_interest_policy.pdf.
4.4 Code of Conduct for University of Michigan Vendors.
The University of Michigan has a longstanding commitment to sound, ethical and socially responsible practices To ensure that such practices are codified for the
The University of Michigan has established a Code of Conduct for its vendors, developed by the President’s Task Force on Purchasing Ethics and Policies This Code outlines the ethical standards and policies that vendors must adhere to while engaging with the university For more information, the Code of Conduct is accessible at http://www.procurement.umich.edu/files/code_of_conduct.pdf.
To encourage socially responsible purchasing, UM and its vendors will aim to adhere to the Code of Conduct While this Code is not a binding contract, suppliers who comply with its guidelines may receive preferential treatment when other criteria are equal.
To enhance your proposal, please include a minimum of three references from clients with requirements akin to those of the University Each reference should contain the client's name, a contact person, and a telephone number The University may also reach out to additional references beyond those you provide Preference will be given to references that closely match the requested profile and type.
4.5.2 Please list any clients that have terminated the same or similar Services in the past
24 months Include the contact name, title, phone number, size of account, date client became a customer and date(s) of termination Explain why client(s) terminated
4.6 The University of Michigan encourages bidders to become involved in our Supplier
Diversity Program Supplier Diversity includes businesses that qualify as Small
To qualify as a Disadvantaged Business (SDB), Women-Owned Business Enterprise (WBE), HubZone, or Veteran-Owned Business Enterprise, a company must be at least 50% owned, controlled, and actively managed by individuals who meet the respective criteria Additionally, compliance with the American Disabilities Act (ADA) is essential for these classifications.
4.6.1 State your company’s status: ( Small Business) ( Large Business)
( SDB) ( WBE) ( HubZone) ( _ Historically Black College/University) ( _ Veteran Owned) ( Service Disabled Veteran Owned) ( ADA)
4.6.2 Does Supplier’s business currently have a Supplier Diversity Program in place?
4.6.3 If Supplier answered “yes”, please provide the name and telephone number of
The University of Michigan encourages supplier participation that mirrors the diverse business community and emphasizes the procurement of environmentally friendly products, all while adhering to socially responsible purchasing practices Please detail your company’s initiatives, policies, and programs that align with these ethical standards Additionally, include the name and phone number of your program coordinator in your bid response.
The University is open to exploring various value-added services that suppliers may offer beyond the standard offerings These additional products and services will be evaluated by the University to identify those that provide the greatest benefit in terms of cost and service quality Furthermore, the University reserves the right to negotiate these options, tailoring the selection to meet its specific needs.
To ensure a thorough evaluation and comparison, it is essential to provide comprehensive manufacturer’s descriptive literature and brochures for each proposed product or piece of equipment This documentation must contain sufficient detail to facilitate an informed assessment of the offerings.
4.9.1 Suppliers who provide a Proposal response, as a manufacturer’s representative, shall include a letter from manufacturer that shall include the following:
The Supplier must certify that they are an authorized dealer for the specific equipment being offered Additionally, the Supplier guarantees that they will fulfill all obligations satisfactorily In the event of a failure to meet these obligations, the manufacturer will be responsible for addressing the issue, as assigned by the University.
Michigan will either take on and fulfill these obligations or ensure that they are competently managed by one or more reputable local dealers approved by the University for the remaining duration of the Agreement.
4.9.3 The manufacturer’s support letter shall be included in the Proposal response
The manufacturer will designate a representative to sign the letter of support, ensuring the availability of all components and parts Additionally, the manufacturer guarantees that if the Supplier defaults, the maintenance of the resulting Agreement will continue under the same pricing, terms, and conditions.
The manufacturer guarantees ongoing maintenance or authorized representation if a selected distributor is unable to provide adequate service Subcontracting is prohibited If a product becomes unavailable, the supplier will offer a comparable substitute at no additional cost for the duration of the agreement with the University of Michigan.
In this section, provide a detailed overview of any ongoing lawsuits, legal actions, or governmental investigations involving your company This should include information on the parties involved, any affected equipment, the basis for the legal action, the relevant jurisdiction, and the date the legal complaint was filed Additionally, outline any issues your firm or its personnel have faced regarding training, licensing, or certification within the last five years.
SPECIFICATIONS/QUALIFICATIONS 11
Suppliers must adhere to the specified qualifications and provide samples when necessary When submitting attachments, each response should reference the corresponding specification number It is essential for suppliers to demonstrate their compliance by marking “COMPLIES” next to each requirement, while any objections must be clearly stated.
The Supplier must achieve a 98% fill rate for all bid items and a 95% fill rate for other catalog items, with fill rate defined as delivering the full quantity of the correct items within two working days It is essential to outline the strategies your company will implement to meet these requirements, as well as any potential reasons for failing to do so Notably, a failure to maintain the specified fill rate for two consecutive quarters could lead to the cancellation of the contract.
Exceptions to the fill rate requirements must be documented by the supplier, and will be allowed in the following situations: (A) Orders exceeding a thirty (30) day supply
Suppliers must document any exceptions to the fill rate requirement, which are permitted in specific cases: (A) for orders that exceed a thirty (30) day supply and (B) in instances of manufacturing backorders In the case of a manufacturer's backorder, an approved substitute will be supplied at no additional cost.
3 t day delivery under normal circumstances.
Same day delivery to job site upon request
The supplier must inform the ordering unit contact within one hour of receiving an order if any stock item is unavailable to fulfill the delivery requirement Additionally, the supplier will provide details on alternative options and an estimated delivery date.
There will be no restocking fee for returned stock products.
Next day delivery under standard circumstances
PRICING INFORMATION 13
Supplier must identify all costs, fees or charges for which the University may be billed Costs not indicated in your proposal will not be paid
In your proposal for The University of Michigan, please include all rates and fees related to the provision of HVAC materials as specified in this Request for Proposal Pricing details should be submitted using the provided Excel spreadsheet titled “RFP# H031011 Pricing,” which contains a comprehensive itemization of HVAC products.
6.1 Suppliers electing to bid additional products or equipment must submit additional items on a separate list The list must be labeled as “Additional Items” in an
“Alternative Proposal” included in Tab 7 The University retains the right to accept or reject additional items in part or in whole
6.2 Terms of Payment are indicated in the Exhibit B of the Agreement, included as
The University retains the authority to approve or deny any portion of a Supplier's proposal for price increases Any proposed price hikes must meet specific criteria.
• Be limited to one time annually
• Be effective only upon at least thirty (30) days prior written notice [and written acceptance by the University
• Be capped by the annual increase in the local or national consumer price index, whichever is lower
• Be limited to Supplier’s pass through of increased [third party] costs
To justify increased costs, suppliers must provide documentation, which may include evidence of manufacturer price hikes, rising raw material expenses, and increased transportation costs Additionally, suppliers are obligated to demonstrate that their profit margin has not changed from what was outlined in the original proposal.
The University of Michigan retains the authority to accept or decline any portion of a supplier's proposal for price increases, item deletions, or alternative suppliers Additionally, the University may terminate any contract if the awarded supplier fails to adhere to delivery schedules, deliver satisfactory materials, or maintain competitive pricing, without incurring any penalties.
Section 7: AGREEMENT/MISCELLANEOUS TERMS AND CONDITIONS
In addition to the specifications and pricing terms outlined in Sections 5 and 6, any exceptions to the RFP Terms and Conditions or the Agreement in Attachment A must be clearly stated, as these exceptions could adversely affect a Supplier's proposal If no objections are raised, the terms will be considered acceptable to the Supplier and will not be subject to further negotiation The University plans to utilize the Agreement from Attachment A for any agreements resulting from this RFP.
The University asserts that the procurement of Products and/or Services outlined in this RFP does not classify the Supplier as a "Business Associate" under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) Should there be any changes in the scope of the Supplier's services or updates to HIPAA regulations, including government guidance, the University may determine that additional documentation is required to maintain compliance In such cases, both parties agree to promptly undertake all necessary actions to ensure the University's adherence to HIPAA regulations.
7.2 Prices quoted will be firm for a minimum of one (1) year, preferably two (2) years The supplier is to indicate any additional price protection offered to the University.
7.3 A minimum 2% prompt payment discount for Strategic Supplier contracts is required
Bidders are encouraged to propose a higher prompt payment discount, which will be calculated from the date of receipt of a valid electronic billing file For the calculation of the earned discount, the payment is deemed made on the date indicated on the payment check.
The Supplier commits to utilizing the University’s online invoicing application for submitting electronic invoices, adhering to the specified requirements available at http://www.procurement.umich.edu/msupplier_enablement.html Additionally, the Supplier agrees to work with the University to adapt their processes in response to evolving technology and application standards, as indicated by the submission of their proposal.
Items sold under this agreement will be loaded and maintained in the University’s ERP system Supplier must successfully submit all agreed upon items to
Procurement Services on the Item Loader found at http://www.procurement.umich.edu/msupplier_enablement.html prior to selling products/services to the University.
7.5 The University retains the authority to negotiate with suppliers and request further information regarding proposals It may choose the most responsive supplier without additional discussion or notice and can consider any proposal as a best-and-final offer The University also reserves the right to award contracts in part, in whole, or not at all.
7.6 All quantities stated are annual estimates based on the most current twelve (12) months usage, and in no way constitute a commitment on the part of the University.
The University expects that all resultant contracts will not impose any minimum order requirements Any minimum order quantities set by the supplier must be explicitly mentioned in the bid proposal; otherwise, it will be assumed that no minimum order quantity applies to the proposed services.
The University aims to prioritize the purchase of "Energy Star" compliant equipment in its award decision process Suppliers are required to detail the availability of such equipment and provide manufacturer specifications in their responses For additional information on Energy Star, please visit www.energystar.gov.
7.9 Products and services are to be quoted F.O.B.: The University of Michigan, various locations as applicable, with freight paid Any variance in F.O.B point is subject to negotiation.
Proposals will be assessed based on the most competitive offers, taking into account the quality of products and services, cost-effectiveness, and responsiveness to the RFP requirements The evaluation will prioritize those that best meet these criteria.
The major criteria that will be used to evaluate proposals will include, but not be limited to, the following:
• Supplier’s ability to meet the functional requirements of this RFP
• Supplier’s willingness to comply with the proposed agreement with no objections
• Supplier’s commitment and experience in successfully performing similar agreements
• Supplier’s adherence to industry standards
• Supplier’s cost for performing the requirements of this RFP
• Supplier’s compliance to the schedule of events including participation in pre-bid conference, RFP review meeting and walk through if applicable
• Acceptability of product/services to the internal customer
• Overall product quality including the results of product testing
• Cost data (price, price protection and total cost of ownership)
• Lead times and delivery schedules
• Ability to supply complete product line
• Energy Star compliant, if appropriate
By virtue of submittal of a proposal, Supplier acknowledges:
• That all of the requirements of this RFP have been read and understood
• That the Agreement has been read and understood
• That compliance with the Specifications/Qualifications and Agreement and any applicable Supplemental Terms and Conditions will be assumed by the University if not otherwise noted in the submittal
• That Supplier is not delinquent on the repayment of any Federal debt
• That Supplier is presently not debarred, suspended, proposed for debarment, declared ineligible, nor voluntarily excluded from covered transactions by any Federal department or agency
All responses, materials, correspondence, or documents submitted to the University are governed by the State of Michigan Freedom of Information Act, which means they may be disclosed to third parties in accordance with the provisions of this Act.
• The individual signing below has authority to enter into this on behalf of Supplier
The Internal Revenue Code requires recipients of payments which must be reported on Form 1099 to provide their taxpayer identification number (TIN).
T.I.N (Taxpayer Identification Number or Federal Identification Number, Social Security Number) T.I.N Number Social Security Number _
Please specify any different addresses for submitting purchase orders, remitting payments, or sending additional requests for proposals on a separate sheet and include it with your response.
STRATEGIC SUPPLIER AGREEMENT FOR GENERAL SERVICES
BETWEEN THE REGENTS OF THE UNIVERSITY OF MICHIGAN
This AGREEMENT FOR XX SERVICES is made between THE REGENTS OF THE UNIVERSITY
OF MICHIGAN (“University”), a Michigan Constitutional Corporation, Ann Arbor, Michigan, and
The following terms and conditions shall be observed Any Supplier terms and conditions included with Supplier’s invoice or any other document provided by Supplier shall be of no effect.
1.0 Description of Services Supplier hereby agrees to provide XX Services, “Services” defined in
The University will make reasonable efforts to direct relevant service requests to the Supplier as outlined in Exhibit A, which includes specific "Specifications" related to the Services However, this Agreement does not grant the Supplier exclusive rights to provide these Services to the University unless explicitly stated.
SELECTION CRITERIA 15
Proposals will be assessed based on the most competitive combination of product and service quality, cost-effectiveness, and responsiveness to the RFP requirements, with a focus on meeting those requirements effectively.
The major criteria that will be used to evaluate proposals will include, but not be limited to, the following:
• Supplier’s ability to meet the functional requirements of this RFP
• Supplier’s willingness to comply with the proposed agreement with no objections
• Supplier’s commitment and experience in successfully performing similar agreements
• Supplier’s adherence to industry standards
• Supplier’s cost for performing the requirements of this RFP
• Supplier’s compliance to the schedule of events including participation in pre-bid conference, RFP review meeting and walk through if applicable
• Acceptability of product/services to the internal customer
• Overall product quality including the results of product testing
• Cost data (price, price protection and total cost of ownership)
• Lead times and delivery schedules
• Ability to supply complete product line
• Energy Star compliant, if appropriate.
SIGNATURE PAGE 15
By virtue of submittal of a proposal, Supplier acknowledges:
• That all of the requirements of this RFP have been read and understood
• That the Agreement has been read and understood
• That compliance with the Specifications/Qualifications and Agreement and any applicable Supplemental Terms and Conditions will be assumed by the University if not otherwise noted in the submittal
• That Supplier is not delinquent on the repayment of any Federal debt
• That Supplier is presently not debarred, suspended, proposed for debarment, declared ineligible, nor voluntarily excluded from covered transactions by any Federal department or agency
All responses, materials, correspondence, or documents submitted to the University fall under the State of Michigan Freedom of Information Act, which means they may be disclosed to third parties in accordance with the provisions of this Act.
• The individual signing below has authority to enter into this on behalf of Supplier
The Internal Revenue Code requires recipients of payments which must be reported on Form 1099 to provide their taxpayer identification number (TIN).
T.I.N (Taxpayer Identification Number or Federal Identification Number, Social Security Number) T.I.N Number Social Security Number _
If the address for submitting purchase orders, making payments, or sending additional requests for proposals differs from the address provided above, please list those addresses on a separate sheet and include it with your response.
SUPPLIER INTEGRATION SPECIFICATION 34
STRATEGIC SUPPLIER AGREEMENT FOR GENERAL SERVICES
BETWEEN THE REGENTS OF THE UNIVERSITY OF MICHIGAN
This AGREEMENT FOR XX SERVICES is made between THE REGENTS OF THE UNIVERSITY
OF MICHIGAN (“University”), a Michigan Constitutional Corporation, Ann Arbor, Michigan, and
The following terms and conditions shall be observed Any Supplier terms and conditions included with Supplier’s invoice or any other document provided by Supplier shall be of no effect.
1.0 Description of Services Supplier hereby agrees to provide XX Services, “Services” defined in
The University will make reasonable efforts to direct relevant service requests to the Supplier as outlined in Exhibit A, which details all applicable Specifications However, unless explicitly stated, this Agreement does not grant the Supplier exclusive rights to provide these Services to the University.
The initial term of this Agreement will commence on XX and conclude on XX, or upon satisfactory completion of services, whichever comes first Following the initial term, the Agreement will be reviewed; if both parties find the relationship mutually beneficial, it may be extended in writing for an additional period of up to XX years Timeliness is crucial in this Agreement.
The University may extend any resulting contract for up to 90 days past its normal expiration date Any extensions beyond this initial 90-day period can be negotiated if both parties agree on the terms, conditions, and pricing in writing.
The Supplier commits to delivering the Services outlined in this Agreement to the University’s satisfaction, adhering to the expertise and skill level expected from a professional in this field Additionally, the Supplier will comply with all relevant federal, state, local, and University laws, regulations, ordinances, and licensing requirements.
The Supplier recognizes that the University is depending on the representations and warranties outlined in this Agreement as critical components, serving as significant incentives that influenced the University’s decision to enter into this contract.
The Supplier guarantees that all Services delivered will meet the high-quality standards expected from industry experts For a period of ninety (90) days following the accepted completion of any Service, the Supplier assures the University that the Services will be entirely satisfactory In the event of any unsatisfactory work, the Supplier will repair, replace, or redo the Services at no extra cost to the University.
4.2 Qualifications Supplier warrants that it, as well as its employees, agents and subcontractors engaged to provide items or Services under this Agreement (collectively
“Supplier Personnel”), has and will maintain all the skills, experience, and qualifications necessary to provide the Services contemplated by this Agreement, including any required training, registration, certification or licensure.
The required qualifications, by way of example only and without limitation, shall expressly include (a) all qualifications identified in Exhibit A.
The Supplier guarantees that, to the best of their knowledge, there are no existing or potential conflicts of interest between themselves and the University regarding the Services outlined in this Agreement Should any changes occur in the Supplier’s private interests or the Services provided, the Supplier commits to notifying the University of any potential conflicts that may arise Additionally, the Supplier affirms that, to their best knowledge, there are no actual or potential conflicts of interest involving any University employee and the Supplier.
Supplier guarantees its commitment to equal opportunity employment and agrees to adhere to Federal Executive Order 11246, The Rehabilitation Act of 1973, and the Michigan Civil Rights Act of 1976 throughout the duration of this Agreement.
The Supplier guarantees that it is a legally established entity in good standing according to the regulations of its organizing state and, when necessary, complies with the good standing requirements of the State of Michigan.
The Supplier guarantees that the services offered and the University’s utilization of any products, processes, techniques, or methodologies provided or developed by the Supplier will not violate the copyright, patent, or other proprietary rights of third parties.
The Supplier guarantees that neither they nor, to the best of their knowledge, their personnel, are excluded from the Medicare or Medicaid programs Additionally, they confirm that they are not currently debarred, suspended, or listed on the General Services Administration's (GSA) List of Parties Excluded from Federal Procurement or Nonprocurement Programs, in compliance with Executive Orders 12549 and 12689.
“Debarment and Suspension” Supplier shall immediately notify the University if it becomes debarred or suspended during the term of this Agreement.
The Supplier confirms that there are no current, pending, or threatened adverse actions by the federal government that could lead to exclusions from federal health care programs for itself, its affiliates, or its personnel Furthermore, the Supplier commits to refraining from any actions that could result in exclusion from federal health care programs or being listed on the GSA’s List of Parties Excluded from Federal Procurement or Nonprocurement Programs throughout the duration of this Agreement.
4.8 Bonded Supplier warrants that it is bonded as may be required by law for the Services.5.0 Financial Arrangement The detailed financial arrangement is in Exhibit B
Either party may terminate this Agreement if the other party breaches a significant provision, given that the breach persists for thirty (30) calendar days following written notice from the non-breaching party If the breaching party remedies the issue within the Cure Period, the Agreement will remain in full effect.
(3) breaches of a material provision are an independent material breach not subject to cure.
6.2 Immediate Termination The University shall have the right to terminate this Agreement immediately upon notice to Supplier should any of the following situations occur:
6.2.1 Supplier or Supplier Personnel do anything to harm the business reputation of the
6.2.2 Supplier or any Supplier Personnel is excluded from a federal health care program;
6.2.3 If any warranty or representation of the Supplier in this Agreement is or becomes false or untrue;
6.2.4 A person’s health or safety is or may be in imminent and serious danger due to the actions or inaction of Supplier or Supplier Personnel;
The University may take action if there is an imminent threat of significant harm to the environment or University property due to the Supplier's actions or negligence, including that of Supplier Personnel Additionally, the University reserves the right to intervene if it reasonably concludes that the Supplier has breached any laws while delivering the Services.
6.2.7 Supplier cannot meet schedules or satisfy the requirements of the University.
Upon termination of this Agreement, the Supplier must immediately halt all activities The Supplier is required to submit any final invoices within sixty (60) days of the termination date The University will not be responsible for addressing billing concerns or processing payments for invoices submitted after this sixty (60) day timeframe.