Wireless Network Upgrade Goods and Services

Page 1 of 27 REQUEST FOR PROPOSAL RFP#655796 Wireless Network Upgrade Goods and Services RFP Timeline RFP Issue Date: November 8th, 2022 Deadline for Respondent Questions to MSU: November 16th, 2022 RFP Response Submission Window: December 8th, 2022 at 8 AM (EST) to December 12th, 2022 at 3 PM (EST) Bidder Presentations January 9th, 2023 to January 20th, 2023 Estimated Contract Award February 3rd, 2023 RFP Contact Name: Matthew A. Uebel Email: uebelmat@msu.edu Phone: (517) 884-6200 DESCRIPTION: Michigan State University (the “University” or “MSU”) is soliciting proposals through this Request for Proposal (“RFP”) for the purpose of purchase of hardware, software and professional services in support of the MSU institutional network. The requested services are more thoroughly described under the Scope of Services Section of this RFP. Firms intending to respond to this RFP are referred to herein as a “Respondent” or “Supplier.” Page 2

of 27 PROPOSAL INSTRUCTIONS 1. PROPOSAL PREPARATION. The University recommends reading all RFP materials prior to preparing a proposal, particularly these Proposal Instructions. Respondents must follow these Proposal Instructions and provide a complete response to the items indicated in the table below. References and links to websites or external sources may not be used in lieu of providing the information requested in the RFP within the proposal. Include the Respondent’s company name in the header of all documents submitted with your proposal. Document Description Response Instructions Cover Page Provides RFP title and number, important dates, and contact information for MSU Informational Proposal Instructions Provides RFP instructions to Respondents Informational Respondent Information Sheet Company and Contact Information, and Experience Respondent must complete and submit by proposal deadline Scope of Work Describes the intended scope of work for the RFP Respondent must complete and submit by proposal deadline Pricing Pricing for goods and services sought by the University through this RFP Respondent must complete and submit by proposal deadline Master Service Agreement Provides legal terms for a contract awarded through this RFP Deemed accepted by Respondent unless information required in Section 8, Master Service Agreement is submitted by proposal deadline Attachment A & B Provides information on the wireless network infrastructure for the Proof of Concept Locations Informational 2. EXPECTED RFP TIMELINE. RFP Timeline RFP Issue Date: November 8th, 2022 Deadline for Respondent Questions to MSU: November 16th, 2022 RFP Response Submission Window: December 8th, 2022 at 8 AM (EST) to December 12th, 2022 at 3 PM (EST) Bidder Presentations January 9th, 2023 to January 20th, 2023 Estimated Contract Award February 3rd, 2023 3. CONTACT INFORMATION FOR THE UNIVERSITY. The sole point of contact for the University concerning this RFP is listed on the Cover Page. Contacting any other University personnel, agent, consultant, or representative about this RFP may result in Respondent disqualification. Page 3 of 27 4. QUESTIONS. Respondent questions about this RFP must be submitted electronically by email to the contact listed on the cover page of this RFP. In the interest of transparency, only written questions are accepted. Answers to all questions will be sent to Respondents via email. Submit questions by referencing the following: (i) Question Number, (ii) Document Name, (iii) Page Number, and (iv) Respondent Question. Please refer to Section 2 above for the deadline to submit questions. 5. MODIFICATIONS. The University may modify this RFP at any time. Modifications will be sent via email. This is the only method by which the RFP may be modified. 6. DELIVERY OF PROPOSAL. The Respondent must submit its proposal, all attachments, and any modifications or withdrawals electronically via email to the contact listed on the cover page of this RFP. The price proposal should be saved separately from all other proposal documents. The Respondent should submit all documents in a modifiable (native) format (examples include, but are not limited to: Microsoft Word or Excel). In addition to submitting documents in a modifiable format, the Respondent may also submit copies of documents in PDF. Respondent’s failure to submit a proposal as required may result in disqualification. The proposal and attachments must be fully uploaded and submitted prior to the proposal deadline. Do not wait until the last minute to submit a proposal. The University may not allow a proposal to be submitted after the proposal deadline identified in the Cover Page, even if a portion of the proposal was already submitted. 7. EVALUATION PROCESS. The University will convene a team of individuals from various Departments within MSU to evaluate each proposal based on each Respondent’s ability to provide the required services, taking into consideration the overall cost to the University. The University may require an oral presentation of the Respondent's proposal; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process. The following criteria will be used to evaluate each proposal: Criteria Proposed solution meets required functionality and Technical Requirements outline in this RFP, as determined by University Amount of required Internal Training to implement and operate proposed solution Overall Cost to University Vendor Support/Sustainability Ease of Operation of Design, as determined by University Value Adds, as determined by University Acceptance of MSU Master Service Agreement 8. MASTER SERVICE AGREEMENT. The University strongly encourages strict adherence to the terms and conditions set forth in the Master Service Agreement. The University reserves the right to deem a proposal non-responsive for failure to accept the Master Service Agreement. Nevertheless, the Respondent may submit proposed changes to the Master Service Agreement in track changes (i.e., visible edits) with an explanation of the Respondent’s need for each proposed change. Failure to include track changes with an explanation of the Respondent’s need for the proposed change constitutes the Respondent’s acceptance of the Master Service Agreement. General statements, such as “the Respondent reserves the right to negotiate the terms and conditions,” may be considered non- responsive. 9. CLARIFICATION REQUEST. The University reserves the right to issue a Clarification Request to a Respondent to clarify its proposal if the University determines the proposal is not clear. Failure to respond to a Clarification Request timely may be cause for disqualification. Page 4 of 27 10. RESERVATIONS. The University reserves the right to: a. Disqualify a Respondent for failure to follow these instructions. b. Discontinue the RFP process at any time for any or no reason. The issuance of an RFP, your preparation and submission of a proposal, and the University’s subsequent receipt and evaluation of your proposal does not commit the University to award a contract to you or anyone, even if all the requirements in the RFP are met. c. Consider late proposals if: (i) no other proposals are received; (ii) no complete proposals are received; (iii) the University received complete proposals, but the proposals did not meet mandatory minimum requirements or technical criteria; or (iv) the award process fails to result in an award. d. Consider an otherwise disqualified proposal, if no other proposals are received. e. Disqualify a proposal based on: (i) information provided by the Respondent in response to this RFP; or (ii) if it is determined that a Respondent purposely or willfully submitted false or misleading information in response to the RFP. f. Consider prior performance with the University in making its award decision. g. Consider total-cost-of-ownership factors (e.g., transition and training costs) when evaluating proposal pricing and in the final award. h. Refuse to award a contract to any Respondent that has outstanding debt with the University or has a legal dispute with the University. i. Require all Respondents to participate in a Best and Final Offer round of the RFP. j. Enter into negotiations with one or more Respondents on price, terms, technical requirements, or other deliverables. k. Award multiple, optional-use contracts, or award by type of service or good. l. Evaluate the proposal outside the scope identified in Section 7, Evaluation Process, if the University receives only one proposal. 11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible Respondent who offers the best value to the University, as determined by the University. Best value will be determined by the Respondent meeting the minimum requirements and offering the best combination of the factors in Section 7, Evaluation Process, and price, as demonstrated by the proposal. The University will email a Notice of Award to all Respondents. A Notice of Award does not constitute a contract, as the parties must reach final agreement on a signed contract before any services can be provided. 12. GENERAL CONDITIONS. The University will not be liable for any costs, expenses, or damages incurred by a Respondent participating in this solicitation. The Respondent agrees that its proposal will be considered an offer to do business with the University in accordance with its proposal, including the Master Service Agreement, and that its proposal will be irrevocable and binding for a period of 180 calendar days from date of submission. If a contract is awarded to the Respondent, the University may, at its option, incorporate any part of the Respondent’s proposal into the contract. This RFP is not an offer to enter into a contract. This RFP may not provide a complete statement of the University’s needs, or contain all matters upon which agreement must be reached. Proposals submitted via email are the University’s property. 13. FREEDOM OF INFORMATION ACT. Respondent acknowledges that any responses, materials, correspondence or documents provided to the University may be subject to the State of Michigan Freedom of Information Act (“FOIA”), Michigan Compiled Law 15.231 et seq., and may be released to third parties in compliance with FOIA or any other law. Page 5 of 27 RESPONDENT INFORMATION SHEET Please complete the following Information Sheet in the space provided: Information Sought Response Contact Information Respondent’s sole contact person during the RFP process. Include name, title, address, email, and phone number. Person authorized to receive and sign a resulting contract. Include name, title, address, email, and phone number. Respondent Background Information Legal business name and address. Include business entity designation, e.g., sole proprietor, Inc., LLC, or LLP. What state was the company formed in? Main phone number Website address DUNS# AND/OR CCR# (if applicable): Number of years in business and number of employees Legal business name and address of parent company, if any Has your company (or any affiliates) been a party to litigation against Michigan State University? If the answer is yes, then state the date of initial filing, case name and court number, and jurisdiction. Experience Describe relevant experiences from the last 5 years supporting your ability to successfully manage a contract of similar size and scope for the services described in this RFP. Experience 1 Company name Contact name Contact role at time of project Contact phone Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 2 Company name Contact name Contact role at time of project Contact phone Page 6 of 27 Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 3 Company name Contact name Contact role at time of project Contact phone Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFP? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Page 7 of 27 SCOPE OF WORK Please address each of the sections below in a written response, which can be completed on a separate sheet (using the same section headings). 1. Background. Michigan State University (MSU) intends to purchase hardware, software and professional services to support and improve the institutional network (wireless) at the University. MSU has an extensive, existing network supporting the University and its mission. The MSU network consists of approximately 4,000 switches, 13,000 wireless access points and 15 wireless controllers spread over 200 buildings on its East Lansing campus as well as associated satellite locations. This network supplies services to roughly 60,000 concurrent, connected devices and users as well as 270,000 unique devices connecting over the course of a day. The network is primarily a ‘flat’ network with routing on the MSU core infrastructure, though vendors should consider their solution in light of routing taking place at the building level as well. Wireless controllers are spread throughout the distribution layer of the network. Currently, MSU uses primarily three campus-wide SSID’s (MSUNet 3.0 [primary], Eduroam, Guest). In conjunction with this proposal, we plan to retire MSUNet 3.0, with Eduroam becoming our primary SSID on campus while maintaining Guest and IoT SSIDs. Eduroam authenticates using RADIUS and captive portal for guest. With this proposal we invite consideration for architecture of wireless controller infrastructure. Currently there is a significant portion of the wireless network hardware that is end of life. The primary wireless vendor is Cisco using 5508, 8510, 9800 and 8540 controller pairs and a mix of hospitality and enterprise access points at a rough ratio of 1:2. The MSU wired network primarily consists of Juniper switches and routers with edge switching using the EX2300 and Core using MX-960s. Routing is a mix of layer 2 and, within the data center, layer 3 using BGP, OSPF, MPLS and EVNP/VXLAN. The purpose of this RFP is to solicit bids that provide a modern wireless solution for our customers (students, faculty and staff). This means modernizing our infrastructure for enhanced functionality to our customers and superior support for operation of the network. Specifically identified functionality for the proposed solution includes, but is not limited to: • ID based authentication driving network policy • Wi-Fi calling with QoS • A solution certified for Wi-Fi 6e with roadmap for Wi-Fi 7 • Location Based Services • Open roaming (cellular to wi-fi hand off) • Ability to function with outdoor APs (vendor should suggest outdoor AP model for PoC) • Multi-gig support via one cable (Cat 5e or above) • High density support for classrooms (specify how many students per AP for video streaming) • High volume support for public places (ie. Stadiums) • Dynamic VLAN assignment • Dynamic ACL assignment (per user if need be) • Device profiling • Vendors should clearly identify software update path to utilize 6e AP’s as future 7 AP’s • User defined, at home experience Page 8 of 27 • SSID consolidation on Eduroam as a primary SSID. Vendor will suggest SSID’s and affiliated spectrum. • Analytics and data for forecasting/planning • Multi-cast support over wireless • Rogue AP handling • Automation (ie. zero touch provisioning) • Automation (machine learning for automatic log capture and problem analysis) • Automation – ability to alert at different levels at different conditions • Ability to trigger and archive logs based on user id Proposals should comment on every functional aspect. How respondents intend to meet all aspects, any dependences across their proposed solution, any constraints or suggestions. MSU IT Networking is a customer focused part of the organization and the functionality we can provide our customers will very much be part of our ranking of vendor solutions. Respondents shall submit a proposal that outlines their solution, how it integrates into the MSU infrastructure, its support, technical advantages, additional functional advantages, costs and submit for evaluation by MSU staff. 2. Supplier Preferences a. Preference may be given to a Michigan based business i. To be considered, Respondent is to provide evidence of State of Incorporation and/or Michigan based operations 3. Supplier Qualifications a. Supplier shall be certified implementation partners for the technology they are proposing b. Supplier shall submit evidence of certification as part of their RFP response 4. General Requirements a. It is the intent to award this contract for a period of time to allow the selected supplier to complete the proof-of-concept buildings. Upon successful completion of these buildings, MSU may extend this agreement for future upgrades as directed by MSU Information Technology (IT) b. Performance of the work per this Agreement will be as coordinated with the University’s Information Technology Department c. The selected supplier for this RFP may be subject to the University’s Criminal Background Check Policy, available at: https://upl.msu.edu/procurement/supplier-resources/criminal-background- check/index.html i. If the University, at its sole discretion, determines the selected supplier is subject to this Policy, the supplier must sign and deliver the Contractor Certification for Criminal Background Checks to University prior to the provision of any services or delivery of any goods d. Unless supplier stipulates otherwise, and University agrees in writing, shipments will be considered FOB Destination. e. All personnel from Supplier shall be required to follow the MSU Community Compact for the prevention of the spread of COVID-19. More information can be found at: https://msu.edu/together-we-will/ https://upl.msu.edu/procurement/supplier-resources/criminal-background-check/index.html https://upl.msu.edu/procurement/supplier-resources/criminal-background-check/index.html https://msu.edu/together-we-will/ Page 9 of 27 f. Where the Supplier’s work may cause damage, or disrupt, existing MSU property, including but not limited to, utilities, industrial equipment, etc., the Supplier shall make arrangements necessary for the protection of such property. The supplier shall, at is sole responsibility, replace MSU property removed or damaged by, or at the direction of, supplier or any sub-contractor. g. Supplier, at its sole expense, shall be responsible to MSU for damage to MSU and non-MSU property as a result of its failure to protect such facilities and utilities i. Replacements shall be new and current technology, unless otherwise authorized by MSU. h. The selected supplier is responsible for the purchase and control of applicable parking passes. Permits of varying lengths are available through the MSU Police Department i. Supplier will be responsible for all permits (if necessary), labor, materials, and equipment (including required PPE and safety equipment), needed to complete the scope of work j. Some areas of campus are restricted access locations and arrangement with the University’s Public Safety Department will need to be made to access the facility k. Supplier shall equip staff with all tools and safety equipment, including equipment for air monitoring and testing (if necessary), to meet applicable OSHA and MIOSHA standards. Tools and safety equipment will not be provided to the supplier unless special arrangements are approved by the University l. The selected supplier shall assign a primary point of contact for the University. This contact shall be responsible for account and project management m. If the selected supplier requires external staging, or on-site storage of materials and equipment, the location of this area must be agreed prior to actual use of the space 5. Safety and Regulatory Requirements a. Supplier will comply with all Federal, State, and Local, as well as MSU, safety rules and regulations and shall follow these as a requirement to continue work b. MSU personnel may stop any and all work if any Federal, State, and Local, as well as MSU, safety rules and regulations are not followed c. If disposing of material, the selected supplier is to comply with all landfill, or other appropriate licensed facility, requirements for entry, tipping, and disposal 6. Insurance Requirements a. The selected bidder shall procure, maintain in force, and provide documentation to the University of insurance meeting the below requirements: i. The selected bidder shall maintain in force Commercial General Liability Insurance (CGL), Business Automobile Liability Insurance Workers’ Compensation Insurance, Employers’ Liability Insurance, and Professional liability/errors and omissions Insurance with limits of liability described in the “Required Insurance Coverable” table below: Required Insurance Coverage General Liability $2,000,000 Auto Liability $1,000,000 Workers’ Compensation $1,000,000 b. University may require a Certificate of Insurance prior to issuing the order or precedent to any payment per the contract resulting from this RFP Page 10 of 27 c. University reserves the right to require higher limits, or additional types of insurance for specific projects i. If Supplier has existing coverage meeting the specific project requirement, then this shall be provided at no additional cost to University ii. If University requires additional, specific types of insurance, or limits in excess of that required above and maintained by Supplier, then Supplier shall be entitled to pass on a reasonable cost for the additional required coverage to University 7. Project Requirements a. MSU seeks a Value Add Reseller partner to provide materials and professional services to design and implement a new wireless network i. Actual installation of physical wire, conduit, and acceptance testing of PoC is to be the responsibility of the university, not the reseller partner ii. If applicable per the proposal, the reseller partner shall be responsible for installation of equipment such as: 1. Rack mounting of servers 2. Wireless controllers 3. Wireless Access Point Mounting b. Based on written proposals and presentation (if required by MSU) MSU intends to select one respondent to execute a Proof of Concept (PoC) consisting of deploying the full functionality required in this RFP at the two locations chosen by the MSU IT Assistant Director of Network. c. The PoC shall be evaluated by MSU per the Success Criteria of Section 9, Proof of Concept d. The vendor will have sufficient support during ‘go live’ of the PoC to support the locations, which will be production environments of MSU. e. If MSU determines, at its sole discretion, the PoC meets the Success Criteria of Section 9, MSU may award additional work for Supplier to complete wireless network upgrades to other locations. i. Any additional upgrades beyond the initial PoC will be per a separate Scope of Work which will be subject to the Master Service Agreement resulting from this RFP. 8. Technical Requirements a. The selected supplier shall be required to meet the below technical requirements i. The selected supplier must complete the identified Proof of Concept (PoC) on time and under the conditions stipulated in Section 9, Proof of Concept ii. The selected supplier’s solution must be scalable to cover the entire MSU environment as detailed in the Background, Section 1 iii. The solution should be an enterprise solution, with access points having 4X4 MIMO or superior design. iv. The solution should accommodate high density, having dual (or more) radios for use with antennae to provide solution. v. The solution should support QoS based on identity/policy and be granular to that level. vi. The solution must be scalable to 400,000 unique, connected devices in a 24 hour period and must remain at or greater than this capability through the length of the agreement (anticipated 5 years) vii. The vendor solution must provide remote support at an advanced level. MSU staff will need to be able to call/text/video chat with a tier 2 or above analyst 24 hours a day, 7 days a week, 365 days a year. This support needs to be available for the length of this agreement (anticipated 5 years) and must have the technical expertise to support all aspects of proposed solution. Page 11 of 27 viii. MSU intends to maintain one institutional network, the proposed solution must work within the existing network infrastructure of MSU. ix. The solution must meet the goal of being highly available in that any individual failure in the back-end system results in, at most, loss of one standard ‘ping’ in network connectivity. Individual APs are not expected to achieve this level of high availability. x. The solution must meet the goal of being Wi-Fi 6e certified and 7 as a published roadmap. xi. The solution must clearly identify any additions to the MSU network, physical plant (copper, fiber), switching infrastructure, back-end infrastructure, etc. xii. The solution must clearly identify pricing models for scaling solution to cover the entirety of the MSU enterprise environment. xiii. The solution shall specify Access Points (APs) that are full 4X4 MIMO and 6e radio capable at 802.3at PoE and how many ports out of total support that from recommendation. xiv. The solution should provide recommended, reproducible and demonstrable training required for the support of the solution, including the leveraging of automated tools and solutions to streamline deployment and upkeep, lowering total cost of ownership. xv. The solution should clearly identify costing of professional services, including those required to be engaged until successful completion of PoC. xvi. The solution should clearly identify any additional functionality or technical benefits provided in proposed solution. These value adds should be clearly called out as value adds. xvii. The selected supplier will include schematics, diagrams and electronic, written documentation for the overall solution as well as specifically for the PoC. All electronic documentation will be the property of MSU at completion of PoC. xviii. Whatever changes required to meet the success criteria of the PoC will be carried by the selected supplier xix. Change orders to the PoC, will be priced the same as the costing listed in the respondent proposal. 1. For hardware/software it is recommend this will be percent off of list price 2. For professional services it will match the per hour rate for the solution proposed. xx. Respondents will provide a clear parts list that accounts for the full cost of the proposal through successful completion and wrap of PoC. The list will include pricing used for evaluation of bid. xxi. Vendor shall provide a test environment or equivalent for change management and testing purposes. This can be virtual, remote sandbox or on premise. If this incurs any ongoing costing it shall be clearly spelled out in pricing sheet. xxii. Respondents shall provide a clear expectation of service level for the support offering contained in their solution. When available, guaranteed response and resolution times based on severity or whatever priority system used by vendor solution. xxiii. For future scopes of work beyond the initial PoC, the pricing provided will be guaranteed for the duration of the resulting agreement (anticipated 5 years) 1. For hardware/software it is recommend this will be percent off of list price 2. For professional services, pricing shall match the per hour rate for the solution proposed Page 12 of 27 a. After the first year, and every 12 months thereafter, the supplier may propose an increase to labor rates which must be agreed to by the University. In any event, the annual increase shall not exceed the annual Consumer Price Index (CPI) increase or 2%, whichever is more xxiv. Respondents will provide costing models for expansion of any functionality to the enterprise wired network in order to achieve the wireless solution proposed. xxv. For Proof of Concept, all setup, configuration and testing will be done on premise at location(s) specified by Michigan State University IT. Where vendor will require a remote resource for any work this must be explicitly spelled out in answer. 9. Proof of Concept (PoC) a. The proof of concept for this RFP consists of deploying the full functionality required in this RFP at the locations chosen by MSU IT Infrastructure (networks). b. The installation will meet the following success criteria as a condition of acceptance of bid contract. i. Selected Supplier and MSU IT will co-create a testing plan demonstrating all functionality listed in this RFP ii. All functionality will be tested and approved iii. Selected Supplier will conduct a vulnerability scan of the environment by a third party and provide MSU with the results. iv. Any servers, controllers or other infrastructure set up for the PoC will be sized, built out and configured for enterprise operation. This means they will have to handle full scale and scope of the organization as contained in this bid as well as any redundancy/high availability configuration. The intention is that MSU IT Networking staff move from pilot to operation without need for additional services and/or configuration beyond MAC-D (move, add, change, delete). 10. MSU Responsibilities a. MSU will provide documentation for PoC as described as ‘Attachment A’. b. MSU will provide work and meeting space for project team to install and test PoC to success criteria. c. MSU will provide resources on project for access and operation and will make resources available for ‘shoulder to shoulder’ training during installation, configuration and testing of the PoC. d. MSU will be responsible for all communication and tech support with end users related to this project. 11. Project Timeline a. Vendor chosen for PoC will coordinate a mutually agreed upon timeline for creation and testing of the PoC. b. The solution and timeframe will support MSU moving to Eduroam as a primary SSID in production in all of campus by October of 2023. 12. Written Proposals a. As part of a written proposal, respondents shall overview their ability to meet the requirements of this RFP; including but not limited to: i. At least one, and no more than three, accounts of equal or greater size than the one described in this RFP currently using the solution proposed. MSU will be allowed to contact these accounts independently and without vendor present Page 13 of 27 ii. Clear parts list, including professional services, to complete the Proof of Concept. This list will break down hardware, software, professional services and will show pricing for list and percent discount off of list (MSU price) iii. Clear parts list, including professional services, proposed for potential use in other locations (must include equipment from Proof of Concept). This list will break down hardware, software, professional services and will show pricing for list and percent discount off of list (MSU price) iv. Expected lead times for offered materials and equipment 13. Required Documents for RFP Submission a. Respondent Information Sheet b. Signed Pricing Proposal c. Implementation Plan d. Master Service Agreement (if requesting redlines) 14. Reference Accounts Communication a. As part of University’s evaluation process, MSU asks that vendors submit a referenceable account with direct contact information. The account should have fully implemented, as close as possible, the solution being proposed. MSU would find it advantageous to speak to accounts in higher education, of same relative size and geographically close, if possible. 15. Bidder Presentations a. As part of University’s evaluation process, MSU reserves the right to require presentations and demonstrations of respondents. Such presentations provide an opportunity for exchange of information to clarify the proposal and to ensure thorough and mutual understanding of the University’s requirements. b. MSU shall, at its sole discretion, determine which, if any, respondents it desires to have present to the selection committee and will coordinate a date and time for a meeting. 16. Subcontractor a. The selected supplier may subcontract performance of work per this order with the approval of MSU. Supplier shall be responsible for all acts and omissions of each subcontractor. 17. Pricing During Term of Agreement a. MSU shall be responsible for costs outlined on the RFP Pricing sheet i. If, after completion of the PoC, MSU awards any additional work per this RFP, and resulting agreement, supplier pricing shall be restricted by the below: 1. For equipment and items, supplier shall not decrease the discount offered off of MSRP (List) price for the term of the agreement resulting from this RFP 2. For labor and professional services, the supplier may submit a request for contract price increases once annually for each year. a. Annual price increases shall be mutually agreed in writing, but in any event shall not exceed the annual Consumer Price Index (CPI) increase or 2%, whichever is more 18. Travel a. Any Supplier travel expenses must be pre-approved by the University and shall be reimbursed at actual cost Page 14 of 27 b. All reimbursable travel shall be subject to MSU’s Travel Reimbursement Policy set forth at http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx. 19. Payment Terms a. Invoice payment terms shall be 2.75% 10 Days, Net 30 Days from receipt of invoice i. Failure to accept these payment terms will result in a respondent being deemed non- responsive. b. Milestone Payments i. 50% of anticipates project spend upon execution of a statement of work ii. 25% upon delivery and installation of materials iii. 25% upon successful completion of testing by MSU 20. Invoicing a. Invoice Submission Requirements i. Each invoice is to be billed a separately, either on a separate sheet of paper or a separate PDF document ii. Each invoice must be billed within 30 days after the completion of the stated work iii. All invoices are to be emailed or mailed to MSU Client for review. The MSU Client will then submit invoices to MSU Accounts Payable. Do not mail or email invoices to Administration Building, they will not be paid and will delay receipt of payment b. Invoice Requirements i. Company Name ii. University Purchase Order Number iii. Description of services provided or goods delivered to University iv. If invoicing for hourly charges, a breakdown of the number of hours being invoiced 21. RFP Attachments a. Attachment A – Music Building – Current AP Layouts b. Attachment B – Secchia Center – Current AP Layouts http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx Page 15 of 27 PRICING In order to more accurately compare proposals, respondents shall return a pricing proposal per the below. Failure to return a signed version of this form may result in a bidder being deemed non-responsive. In addition to this form, bidders are free to also include other pricing information they feel would be of interest to the University (i.e. options, pricing breakdown, etc.). Bidders may indicate a dollar value for each cost (including $0 / no charge) or that cost is “included” in other costs. Professional Services Price List Service Price (USD per hour) Ex. Project Manager $50.00 Parts List Item MSRP (List) Price (USD) Discount (%) MSU Price (USD) Ex. Wireless Access Point $50.00 10% $45.00 The signature below confirms that this proposal is valid for 90 days after the due date. Supplier Signature: Name: Title: Company: Date: Page 16 of 27 MASTER SERVICE AGREEMENT (attached) Please refer to Section 8 of the RFP Instructions when reviewing the Master Services Agreement terms and conditions. This Master Services Agreement (this “Agreement”), entered into as of [Month, Day, Year] (“Effective Date”), is made by and between Michigan State University, with offices located at 426 Auditorium Rd, East Lansing, MI 48824 (“MSU” or “University”) and [Name of Supplier], with offices at [Address, City, State, Zip] (“Supplier”). MSU and Supplier are sometimes referred to in this Agreement individually as a “party” and collectively as the “parties.” 1. TERM 1.1 The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, unless earlier terminated in accordance with paragraph 14 (the “Term”). Any extension of the Term will be subject to mutual written agreement between the parties. 2. SERVICES 2.1 MSU has engaged Supplier to perform services for a specific University building under an initial statement of work (the “Initial Statement of Work”). Based on its performance under the Initial Statement of Work, the University may engage Supplier to perform services for additional buildings and infrastructure under separate statements of work (each, an “Additional Statement of Work”). For purposes of this Agreement, the Initial Statement of Work and each Additional Statement of Work will be collectively referred to as “Statements of Work,” and Supplier’s provision of services under all Statements of Work will be referred to as the “Services.” 2.2 Unless otherwise set forth in the Statements of Work, Supplier shall furnish, at its own expense, the tools, equipment, supplies and other materials used to perform the Services. MSU shall provide Supplier with access to its premises and equipment to the extent necessary for the performance of the Services. 2.3 Supplier shall comply with all applicable policies of MSU relating to conduct, health and safety and use of MSU’s facilities, supplies, information technology, equipment, networks and other resources. 3. WARRANTY OF SERVICES 3.1 The Services will be in conformity in all material respects with all requirements or specifications stated in this Agreement and the Statements of Work for a period of twelve (12) months after acceptance by MSU (the “Service Warranty”). In the event of Supplier's breach of the foregoing Service Warranty: (a) Supplier shall use reasonable efforts to cure such breach; provided, that if Supplier cannot cure such breach within a reasonable time (but no more than fifteen (15) days after MSU's written Page 17 of 27 notice of such breach, MSU may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 14.2. (b) In the event the Agreement is terminated in accordance with this Section, Supplier shall within thirty (30) days after the effective date of termination, refund to MSU any fees paid by MSU as of the date of termination for such Services that are the subject of the breach. 4. MATERIALS 4.1 Delivery. Supplier must deliver the materials and equipment (collectively, “Materials”) to the locations designated by MSU by the delivery date specified in the Statements of Work. Five days prior to the actual delivery date, Supplier must give written notice to MSU specifying the precise delivery date and time. Supplier must pay all costs associated with replacing any Materials damaged in transit to the final destination. Supplier acknowledges that no Materials will be considered delivered on the delivery date if they are damaged or otherwise not ready for Supplier to begin its installation services and MSU to begin its inspection and acceptance procedures. Supplier must, at a minimum, package the Materials according to industry standards and include a packing slip with each shipment. Supplier must also arrange for any rigging and drayage necessary to deliver the Materials. All costs associated with packaging, shipping, transportation, delivery and insurance are to be borne by Supplier. 4.2 Installation and Integration of Materials. (a) Supplier must unpack, assemble, install, integrate, interconnect, and configure all the Materials at the locations specified in the Statements of Work. Where necessary to complete installation, Supplier must provide all required moving and installation resources, including but not limited to personnel, packing material, and floor protection panels as necessary. After completing installation, Supplier must provide MSU with written notification that the Materials are ready for use. (b) Supplier must supply all materials required to complete the assembly, installation, integration, interconnection, and configuration of the Materials at the locations specified in the Statements of Work so that they are ready for use and acceptance, including providing and setting up all required connections to the power supply (if applicable) and any other necessary cables and any other accessories or supplies. (c) Supplier must leave all work areas clean once installation is complete, which includes removing and disposing of all packing materials. (d) All costs associated with the installation services described in this Section are to be borne by Supplier. (e) Supplier must assist University in obtaining all licenses, permits, zoning approvals; variances, exemptions; grants of authority to use private rights of way and/or easements or facilities; agreements to make attachments to ducts, conduits, manholes, and the like; and any other approval of a governmental authority or third persons with respect to (i) the construction, Page 18 of 27 installation, repair, maintenance, operation or use of the Materials, as the case may be, or (ii) any requirement by a governmental authority for the engagement in a business or enterprise. 4.3 Supplier Warranty for Materials. Supplier warrants that the Materials will be free from defects in title, and, for a period of one (1) year from acceptance of the Materials, will: (i) be free from defects in material and workmanship under normal use and service; and (ii) perform substantially in accordance with the manufacturer’s specifications. During the warranty period, Supplier shall repair or replace all defective Materials, including the cost of shipping parts and providing labor for installation, if applicable. 4.4 Manufacturer Warranty for Materials. In addition to the warranty provided by Supplier above, Supplier shall extend to MSU the rights and benefits, to the extent that the same are not extinguished by the passage of time, of any warranties, service life policies and patent indemnities of any third-party manufacturer and any maintenance and overhaul agencies of and for the Materials which Supplier may have to the extent that the same are assignable and transferable. Supplier also hereby grants to MSU rights of subrogation relating to any claim which Supplier may have under such warranties (if any) concerning the Materials. 5. INTELLECTUAL PROPERTY MSU is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all designs, drawings, reports, or other materials created specifically for MSU under this Agreement, including but not limited to any deliverables set forth in the Statements of Work, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein. 6. SUBCONTRACTORS 6.1 Supplier will not, without the prior written approval of MSU, which consent may be given or withheld in MSU’s sole discretion, engage any third party to perform Services. MSU’s approval of any such third party (each approved third party, a “Subcontractor”) does not relieve Supplier of its representations, warranties or obligations under this Agreement. Without limiting the foregoing, Supplier will: (a) be responsible and liable for the acts and omissions of each such Subcontractor (including such Subcontractor's employees who, to the extent providing Services, shall be deemed Supplier personnel) to the same extent as if such acts or omissions were by Supplier or its employees; (b) name MSU a third party beneficiary under Supplier’s contract with each Subcontractor with respect to the Services; (c) be responsible for all fees and expenses payable to, by or on behalf of each Subcontractor in connection with this Agreement, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments and disability benefits; and Page 19 of 27 7. PAYMENT 7.1 MSU will pay the fees set forth in the Statements of Work (the “Fees”) in accordance with this Section 7 and any payment milestones set forth in the Statements of Work. 7.2 Supplier’s invoices must conform to the requirements set forth in the Statements of Work. All undisputed amounts are payable within 30 days of MSU’s receipt of such invoice. Supplier may only charge for Services performed as specified in the Statements of Work. Invoices must include an itemized statement of all charges. MSU is exempt from state sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for MSU’s exclusive use. 7.3 MSU has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. MSU will notify Supplier of any dispute within a reasonable time. Payment by MSU will not constitute a waiver of any rights as to Supplier’s continuing obligations, including claims for deficiencies or substandard Services. 7.4 Without prejudice to any other right or remedy it may have, MSU reserves the right to set off at any time any amount then due and owing to it by Supplier against any amount payable by MSU to Supplier. 7.5 Unless otherwise set forth in the Statements of Work, Supplier is solely responsible for any travel or other costs or expenses incurred by Supplier in connection with the performance of the Services, and in no event shall MSU reimburse Supplier for any such costs or expenses. If the Statements of Work allows for reimbursement of travel costs, such reimbursement is subject to MSU’s Travel Reimbursement Policy set forth at http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx. 8. RELATIONSHIP OF THE PARTIES 8.1 Supplier is an independent contractor of MSU, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Supplier and MSU for any purpose. Supplier has no authority (and shall not hold itself out as having authority) to bind MSU and Supplier shall not make any agreements or representations on MSU’s behalf without MSU’s prior written consent. 8.2 Without limiting paragraph 8.1, Supplier will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by MSU to its employees, and MSU will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Supplier’s behalf. Supplier shall be responsible for, and shall indemnify MSU against, all such taxes or contributions, including penalties and interest. Any persons employed by Supplier in connection with the performance of the Services shall be Supplier’s employees and Supplier shall be fully responsible for them. http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx Page 20 of 27 9. CONFIDENTIALITY 9.1 Meaning of Confidential Information. The term “Confidential Information” means all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was or is: (a) in the possession of MSU and subject to disclosure under the Michigan Freedom of Information Act (FOIA); (b) already in the possession of the receiving party without an obligation of confidentiality; (c) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (d) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (e) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). Notwithstanding the above, in all cases and for all matters, MSU Data is deemed to be Confidential Information. 9.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. Disclosure to the Supplier’s subcontractor is permissible where (a) the disclosure is necessary or otherwise naturally occurs in connection with work that is within the subcontractor's responsibilities; and (b) Supplier obligates the subcontractor in a written contract to maintain MSU’s Confidential Information in confidence. At MSU’s request, any of the Supplier’s representatives may be required to execute a separate agreement to be bound by the provisions of this Section 13.2. 9.3 Cooperation to Prevent Disclosure of Confidential Information. Each party must use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party must advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement. Each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. 9.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of MSU, at the sole election of MSU, the immediate termination, without liability to MSU, of this Agreement. Page 21 of 27 9.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, each party must, within five (5) Business Days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession, custody, or control. If Supplier or MSU determine that the return of any Confidential Information is not feasible, such party must destroy the Confidential Information and certify the same in writing within five (5) Business Days from the date of termination to the other party. 10. AUDIT AND RETENTION OF BOOKS AND RECORDS University shall have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of Supplier involving transactions related to this Agreement until the expiration of three (3) years after final payment hereunder. Supplier further agrees to promptly furnish, when requested by University, such books, documents, and records of Supplier as are necessary to verify the accuracy of the amounts invoiced to University against any past or current goods and services provided by Supplier. If any audit discloses an overpayment by University or a discrepancy in the amount invoiced by Supplier against the goods and services actually provided by Supplier, Supplier will promptly reimburse University within thirty (30) days of University’s notification to Supplier of any such overpayment, rectify such discrepancy, or both, and further pay University a fee equal to 25% of the amount of any overpayment. 11. REPRESENTATIONS AND WARRANTIES 11.1 Supplier represents and warrants to MSU that: (a) Supplier has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of its obligations in this Agreement; (b) Supplier’s entering into this Agreement with MSU and its performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which it is subject; (c) Supplier has the required skill, experience and qualifications to perform the Services, Supplier shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services and Supplier shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) Supplier shall perform the Services and provide the Materials in compliance with all applicable federal, state and local laws and regulations; 11.2 MSU hereby represents and warrants to Supplier that: (a) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action. Page 22 of 27 12. INDEMNIFICATION 12.1 Supplier shall defend, indemnify and hold harmless MSU and its affiliates and their trustees, officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Supplier’s acts or omissions; (b) Supplier’s breach of any representation, warranty or obligation under this Agreement; and (c) any claim that the Materials or Services infringe any other person’s or entities’ intellectual property rights. 12.2 MSU may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Supplier. 13. INSURANCE 13.1 While performing services under this Agreement, Supplier shall purchase and maintain the following insurance: (a) Workers Compensation insurance, Coverage A, with limits statutorily required by any applicable Federal or state law and Employers Liability insurance, Coverage B, with minimum limit of $500,000 per accident; (b) Commercial General Liability insurance with a minimum limit of $1,000,000 each occurrence/$2,000,000 general aggregate. Coverage shall include bodily injury and property damage liability, personal and advertising injury liability, products/completed operations, and liability assumed under an insured contract; (c) Business Automobile Liability Insurance covering owned, hired, leased, and non-owned automobiles used on behalf of Supplier and providing insurance for bodily injury, property damage, and contractual liability. Limits of liability shall not be less than $1,000,000 per occurrence; and (d) Professional liability/errors and omissions insurance with limits no less than $1 million. 13.2 Insurance policies shall be issued by companies licensed or approved to do business within the State of Michigan. Insurers shall possess a minimum A.M. Best rating of A. The insurance policies, where allowable, shall be endorsed to name Michigan State University as “Additional Insureds.” In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of Supplier’s Services and must be evidenced by annual certificates of insurance. All policies of insurance must be on a primary basis, non-contributory with any other insurance and/or self-insurance carried by MSU. Supplier shall provide a minimum 30 days written notice Page 23 of 27 to MSU via certified mail of cancellation or non-renewal of policies required under this Agreement and a renewal certificate at least 15 days prior to expiration. 14. TERMINATION 14.1 MSU may terminate this Agreement without cause upon thirty (30) days' written notice to Supplier. In the event of termination pursuant to this paragraph 14.1, MSU shall pay Supplier any Fees due and payable for any Services or Materials completed up to and including the date of such termination. 14.2 MSU may terminate this Agreement, effective upon written notice to Supplier, in the event that Supplier materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, Supplier does not cure such breach within fifteen (15) days after receipt of written notice of such breach. MSU shall pay Supplier any Fees due and payable for any Services completed up to and including the date of such termination, subject to MSU’s right of offset for reasonable costs incurred by MSU as a result terminating the Agreement. 14.3 Upon expiration or termination of this Agreement for any reason, or at any other time upon MSU’s written request, Supplier shall within fifteen (15) days after such expiration or termination: (a) deliver to MSU all paid-for Materials (b) deliver to MSU any tools, equipment or other materials provided for Supplier’s use by MSU; (c) deliver to MSU all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (d) take all reasonable and necessary measures to transition performance of the Services, reports and other documentation, to MSU or MSU’s designee; (e) prepare an accurate accounting from which MSU and Supplier may reconcile all outstanding accounts; (f) permanently erase all of the Confidential Information from Supplier’s computer systems; and (g) certify in writing to MSU that Supplier has complied with the requirements of this paragraph. 15. ASSIGNMENT Supplier shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without MSU’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. MSU may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns. 16. PUBLICITY Supplier may not, without the prior written consent of MSU, issue any press release or announcement, advertise or publish the fact that the parties have entered into this Agreement, or disclose any information Page 24 of 27 relating to this Agreement. Further, Supplier will not use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with MSU, or the name of any representative of MSU without the prior written permission of MSU in each instance. 17. LIMITATION OF LIABILITY NEITHER PARTY WILL BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS CONTRACT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOST BUSINESS OPPORTUNITIES. OTHER THAN ITS PAYMENT OBLIGATIONS, IN NO EVENT WILL MSU’S AGGREGATE LIABILITY TO SUPPLIER UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF PAYMENTS PAID BY MSU TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. 18. NON-DISCRIMINATION UNDER MICHIGAN LAW Pursuant to Section 209 of the Michigan Elliot-Larsen Civil Rights Act and Section 209 of the Michigan Persons with Disabilities Civil Rights Act, in providing services, the Supplier and its contractor(s) agree not to discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of age, color, familial status, height, marital status, national origin, race, religion, sex, weight, or a disability that is unrelated to the individual’s ability to perform the duties of a particular job or position. 19. FEDERAL CONTRACT COMPLIANCE. 19.1 University is an equal opportunity employer and a federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60- 300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws. 19.2 In accordance with Public Law 115-91 and FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities, and Public Law 115-232 and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Page 25 of 27 Surveillance Services or Equipment, Supplier is prohibited from delivering covered telecommunications equipment as defined in FAR 52.204-25 or covered articles as defined in FAR 52.204-23. Supplier hereby represents and warrants that it will abide by the prohibitions contained in this Section. 20. CRIMINAL BACKGROUND CHECKS Supplier may be required to perform criminal background checks of its personnel pursuant to the MSU Contractor Criminal Background Check Requirements Policy (“CBC Policy”), available at https://usd.msu.edu/common/documents/criminal-back-ground-check.pdf. If Supplier is subject to the CBC Policy, Supplier must sign and deliver the Contractor Certification for Criminal Background Checks to University prior to the provision of any services or delivery of any goods. University reserves the right to audit compliance with the CBC Policy requirements and may require further documentation of compliance from Supplier. Non-compliance with the Policy is considered a material breach of this Agreement, which may result in a termination for cause 21. CONFLICT OF INTEREST. Supplier warrants that to the best of Supplier’s knowledge, there exists no actual or potential conflict between Supplier and the University, and its Services under this Agreement, and in the event of change in either Supplier’s private interests or Services under this Agreement, Supplier will inform the University regarding possible conflict of interest which may arise as a result of the change. Supplier also affirms that, to the best of Supplier’s knowledge, there exists no actual or potential conflict between a University employee and Supplier. 22. MISCELLANEOUS 22.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section. 22.2 Neither Supplier nor MSU shall be liable for failure to perform its respective obligations under the Agreement when failure is caused by fire, explosion, flood, act of God, epidemics or pandemics, 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 MSU. https://usd.msu.edu/common/documents/criminal-back-ground-check.pdf Page 26 of 27 In the event that any Force Majeure Event delays a party’s performance for more than thirty (30) calendar days following notice by the delaying party pursuant to this Agreement, the other party may terminate this Agreement immediately upon written notice 22.3 This Agreement, together with any other documents incorporated herein by reference and related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. NO TERMS ON SUPPLIER’S INVOICES, WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP OR OTHER NON-NEGOTIATED TERMS AND CONDITIONS PROVIDED WITH ANY OF THE SERVICES HEREUNDER WILL CONSTITUTE A PART OR AMENDMENT OF THIS AGREEMENT OR IS BINDING ON MSU FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY MSU, EVEN IF ACCESS TO OR USE OF SUCH SERVICES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS. 22.4 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. 22.5 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Ingham County in the State of Michigan in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder. 22.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 22.7 This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. MICHIGAN STATE UNIVERSITY [Name of Supplier] Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Page 27 of 27 ATTACHMENTS A & B Music Building and Secchia Center Current Layouts (attached) Attachments A & B distributed with RFP invitation. If you have not received the Attachments, please reach out to the Point of Contact listed on the Title Page of this RFP.