​Ambulance Fee Collection Services

REQUEST FOR PROPOSAL RFP # 23-60 AMBULANCE FEE COLLECTION SERVICES City of Ann Arbor Fire Department Due Date: November 15, 2023 by 3:00 p.m. (local time) Issued By: City of Ann Arbor Procurement Unit 301 E. Huron Street Ann Arbor, MI 48104 https://a2central.a2gov.org/City%20Image%20Gallery/City%20Seals/City_of_Ann_Arbor_color_small1.jpg 2 TABLE OF CONTENTS SECTION I: GENERAL INFORMATION ........................................................................3 SECTION II: SCOPE OF SERVICES ........................................................................... 10 SECTION III: MINIMUM INFORMATION REQUIRED ................................................. 14 SECTION IV: ATTACHMENTS .................................................................................... 18 APPENDIX A: SAMPLE PROFESSIONAL SERVICES AGREEMENT

........................ 25 3 SECTION I - GENERAL INFORMATION A. OBJECTIVE The City of Ann Arbor is seeking the services of an agency (firm, nonprofit organization, private agency) that is HIPAA-certified, Medicare and Medicaid compliant to provide ambulance billing and collection services. The primary objective of requesting proposals is for the City to determine which company can offer the highest quality of service at the most reasonable cost. This process also provides the City the opportunity to explore alternative procedural methods that could improve its EMS billing and reporting capabilities. The selected Proposer will be invited to enter into a professional services agreement with the City of Ann Arbor for a three-year term, with mutual single, three-year extension. B. QUESTIONS AND CLARIFICATIONS / DESIGNATED CITY CONTACTS All questions regarding this Request for Proposal (RFP) shall be submitted via e-mail. Questions will be accepted and answered in accordance with the terms and conditions of this RFP. All questions shall be submitted on or before October 30, 2023 at 3:00 p.m., and should be addressed as follows: Scope of Work/Proposal Content questions shall be e-mailed to Mike Kennedy, Fire Chief - mkennedy@a2gov.org RFP Process and Compliance questions shall be e-mailed to Colin Spencer, Buyer - CSpencer@a2gov.org Should any prospective offeror be in doubt as to the true meaning of any portion of this RFP, or should the prospective offeror find any ambiguity, inconsistency, or omission therein, the prospective offeror shall make a written request for an official interpretation or correction by the due date for questions above. All interpretations, corrections, or additions to this RFP will be made only as an official addendum that will be posted to a2gov.org and MITN.info and it shall be the prospective offeror’s responsibility to ensure they have received all addenda before submitting a proposal. Any addendum issued by the City shall become part of the RFP, and must be incorporated in the proposal where applicable. C. PRE-PROPOSAL MEETING No pre-proposal meeting will be held for this RFP. Please contact staff indicated above with general questions regarding the RFP. 4 D. PROPOSAL FORMAT To be considered, each firm must submit a response to this RFP using the format provided in Section III. No other distribution of proposals is to be made by the prospective offeror. An official authorized to bind the offeror to its provisions must sign the proposal. Each proposal must remain valid for at least ninety days from the due date of this RFP. Proposals should be prepared simply and economically providing a straightforward, concise description of the offeror’s ability to meet the requirements of the RFP. No erasures are permitted. Mistakes may be crossed out and corrected and must be initialed in ink by the person signing the proposal. E. SELECTION CRITERIA Responses to this RFP will be evaluated using a point system as shown in Section III. A selection committee comprised of staff from the City will complete the evaluation. The fee proposals will not be reviewed at the initial evaluation. After initial evaluation, the City will determine top proposals, and open only those fee proposals. The City will then determine which, if any, firms will be interviewed. During the interviews, the selected firms will be given the opportunity to discuss their proposal, qualifications, past experience, and their fee proposal in more detail. The City further reserves the right to interview the key personnel assigned by the selected offeror to this project. If the City chooses to interview any respondents, the interviews will be tentatively held the week of November 27, 2023. Offeror must be available on these dates. All proposals submitted may be subject to clarifications and further negotiation. All agreements resulting from negotiations that differ from what is represented within the RFP or in the proposal response shall be documented and included as part of the final contract. F. SEALED PROPOSAL SUBMISSION All proposals are due and must be delivered to the City on or before, November 15, 2023 by 3:00 p.m. (local time). Proposals submitted late or via oral, telephonic, ,telegraphic, electronic mail or facsimile will not be considered or accepted. Each respondent must submit in a sealed envelope • one (1) original proposal • one (1) additional proposal copies • one (1) digital copy of the proposal preferably on a USB/flash drive as one file in PDF format Each respondent should submit in a single separate sealed envelope marked Fee Proposal 5 • two (2) copies of the fee proposal The fee proposal and all costs should be separate from the rest of the proposal. Proposals submitted should be clearly marked: “RFP No. 23-60 – Ambulance Fee Collection Services” and list the offeror’s name and address. Proposals must be addressed and delivered to: City of Ann Arbor c/o Customer Service 301 East Huron Street Ann Arbor, MI 48104 All proposals received on or before the due date will be publicly opened and recorded on the due date. No immediate decisions will be rendered. Hand delivered bids may be dropped off in the Purchasing drop box located in the Ann Street (north) vestibule/entrance of City Hall which is open to the public Monday through Friday from 8am to 5pm (except holidays). The City will not be liable to any prospective offeror for any unforeseen circumstances, delivery, or postal delays. Postmarking on the due date will not substitute for receipt of the proposal. Offerors are responsible for submission of their proposal. Additional time will not be granted to a single prospective offeror. However, additional time may be granted to all prospective offerors at the discretion of the City. A proposal may be disqualified if the following required forms are not included with the proposal: • Attachment A - Legal Status of Offeror • Attachment B - City of Ann Arbor Non-Discrimination Declaration of Compliance • Attachment C - City of Ann Arbor Living Wage Declaration of Compliance • Attachment D - Vendor Conflict of Interest Disclosure Form of the RFP Document Proposals that fail to provide these forms listed above upon proposal opening may be deemed non-responsive and may not be considered for award. Please provide the forms outlined above (Attachments A, B, C and D) within your narrative proposal, not within the separately sealed Fee Proposal envelope. All proposed fees, cost or compensation for the services requested herein should be provided in the separately sealed Fee Proposal envelope only. 6 G. DISCLOSURES Under the Freedom of Information Act (Public Act 442), the City is obligated to permit review of its files, if requested by others. All information in a proposal is subject to disclosure under this provision. This act also provides for a complete disclosure of contracts and attachments thereto. H. TYPE OF CONTRACT A sample of the Professional Services Agreement is included as Appendix A. Those who wish to submit a proposal to the City are required to review this sample agreement carefully. The City will not entertain changes to its Professional Services Agreement. The City reserves the right to award the total proposal, to reject any or all proposals in whole or in part, and to waive any informality or technical defects if, in the City’s sole judgment, the best interests of the City will be so served. This RFP and the selected offeror’s response thereto, shall constitute the basis of the scope of services in the contract by reference. I. NONDISCRIMINATION All offerors proposing to do business with the City shall satisfy the contract compliance administrative policy adopted by the City Administrator in accordance with the Section 9:158 of the Ann Arbor City Code. Breach of the obligation not to discriminate as outlined in Attachment B shall be a material breach of the contract. Contractors are required to post a copy of Ann Arbor’s Non-Discrimination Ordinance attached at all work locations where its employees provide services under a contract with the City. J. WAGE REQUIREMENTS The Attachments provided herein outline the requirements for payment of prevailing wages or of a “living wage” to employees providing service to the City under this contract. The successful offeror must comply with all applicable requirements and provide documentary proof of compliance when requested. K. CONFLICT OF INTEREST DISCLOSURE The City of Ann Arbor Purchasing Policy requires that the consultant complete a Conflict of Interest Disclosure form. A contract may not be awarded to the selected offeror unless and until the Procurement Unit and the City Administrator have reviewed the Disclosure form and determined that no conflict exists under applicable federal, state, or local law or administrative regulation. Not every relationship or situation disclosed on the Disclosure Form may be a disqualifying conflict. Depending on applicable law and regulations, some contracts may awarded on the 7 recommendation of the City Administrator after full disclosure, where such action is allowed by law, if demonstrated competitive pricing exists and/or it is determined the award is in the best interest of the City. A copy of the Conflict of Interest Disclosure Form is attached. L. COST LIABILITY The City of Ann Arbor assumes no responsibility or liability for costs incurred by the offeror prior to the execution of a Professional Services Agreement. The liability of the City is limited to the terms and conditions outlined in the Agreement. By submitting a proposal, offeror agrees to bear all costs incurred or related to the preparation, submission, and selection process for the proposal. M. DEBARMENT Submission of a proposal in response to this RFP is certification that the Respondent is not currently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from participation in this transaction by any State or Federal departments or agency. Submission is also agreement that the City will be notified of any changes in this status. N. PROPOSAL PROTEST All proposal protests must be in writing and filed with the Purchasing Manager within five (5) business days of any notices of intent. The offeror must clearly state the reasons for the protest. If an offeror contacts a City Service Area/Unit and indicates a desire to protest an award, the Service Area/Unit shall refer the offeror to the Purchasing Manager. The Purchasing Manager will provide the offeror with the appropriate instructions for filing the protest. The protest shall be reviewed by the City Administrator or designee, whose decision shall be final. Any inquiries or requests regarding this procurement should be only submitted in writing to the Designated City Contacts provided herein. Attempts by the offeror to initiate contact with anyone other than the Designated City Contacts provided herein that the offeror believes can influence the procurement decision, e.g., Elected Officials, City Administrator, Selection Committee Members, Appointed Committee Members, etc., may lead to immediate elimination from further consideration. O. SCHEDULE The proposals submitted should define an appropriate schedule in accordance with the requirements of the Proposed Work Plan in Section III. The following is the schedule for this RFP process: 8 Activity/Event Date Written Question Deadline October 30, 2023 by 3:00 p.m. Addenda Published (if needed) Week of October 30, 2023 Proposal Due Date Nov. 15, 2023 by 3:00 p.m. (Local Time) Tentative Interviews (if needed) Week of November 27, 2023 Selection/Negotiations December 2023 Expected City Council Authorizations January 2024 The above schedule is for information purposes only and is subject to change at the City’s discretion. P. IRS FORM W-9 The selected offeror will be required to provide the City of Ann Arbor an IRS form W- 9. Q. RESERVATION OF RIGHTS 1. The City reserves the right in its sole and absolute discretion to accept or reject any or all proposals, or alternative proposals, in whole or in part, with or without cause. 2. The City reserves the right to waive, or not waive, informalities or irregularities in of any proposal if determined by the City to be in its best interest. 3. The City reserves the right to request additional information from any or all offerors. 4. The City reserves the right to reject any proposal that it determines to be unresponsive and deficient in any of the information requested within RFP. 5. The City reserves the right to determine whether the scope of the project will be entirely as described in the RFP, a portion of the scope, or a revised scope be implemented. 6. The City reserves the right to select one or more consultants to perform services. 7. The City reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this RFP, unless clearly and specifically noted in the proposal submitted. 8. The City reserves the right to disqualify proposals that fail to respond to any requirements outlined in the RFP, or failure to enclose copies of the required documents outlined within RFP. R. ENVIRONMENTAL COMMITMENT The City of Ann Arbor recognizes its responsibility to minimize negative impacts on human health and the environment while supporting a vibrant community and economy. The City further recognizes that the products and services the City buys have inherent environmental and economic impacts and that the City should make procurement decisions that embody, promote, and encourage the City’s commitment to the environment. 9 The City encourages potential vendors to bring forward emerging and progressive products and services that are best suited to the City’s environmental principles. 10 SECTION II - SCOPE OF SERVICES 1. Background In February 2023, the City of Ann Arbor Fire became a licensed basic life support transport agency. The City has been transporting but not billing for services. Based on current projections, the City of Ann Arbor is expecting a minimum 150 transports annually with transports likely to exceed 200. The City of Ann Arbor anticipates expansion of transport units within the next 3-years. 2. Objective The City of Ann Arbor is seeking the services of an agency (firm, nonprofit organization, private agency) that is HIPAA-certified, Medicare and Medicaid compliant to provide ambulance billing and collection services. The primary objective of requesting proposals is for the City to determine which company can offer the highest quality of service at the most reasonable cost. This process also provides the City the opportunity to explore alternative procedural methods that could improve its EMS billing and reporting capabilities. The selected Proposer will be invited to enter into a professional services agreement with the City of Ann Arbor for a three-year term, with mutual single, three-year extension. 3. Requirements A. The purpose of this RFP is to establish a contract for Billing and Collecting of ambulance fees in conjunction with the City of Ann Arbor Fire Department needs on an on-going basis. All applicable City, State, Federal laws, rules and regulations are to be fully observed by the successful agency. The successful agency will be required to follow all federal and state laws regarding collection services, including, but not limited to the following federal and state laws, and regulations related thereto: • The Fair Debt Collection Practices Act, 15 USC 1692 et seq • The Fair and Accurate Credit Transactions Act, 15 USC 1681m et seq • The Fair Credit Reporting Act, 15 USC 1681 et seq • The Health Insurance Portability and Accountability Act (HIPAA), 42 USC 1320d et seq • The Telephone Consumer Protection Act, 47 USC 227 • The Electronic Fund Transfer Act, 15 USC 1693a • The Michigan Regulation of Collection Practices Act, MCL 445.251 et seq • The Michigan Consumer Protection Act, MCL 445.901 • The Michigan Occupation Code, MCL 339.901 et seq In addition to signing a contract for the services covered under this RFP, the successful agency will also be required to sign a separate contract titled “Business Associate Addendum” covering provisions on Protected Health Information found under HIPAA laws and regulations. 11 B. City of Ann Arbor Responsibilities - City of Ann Arbor Fire Department will generate claims via ImageTrend - electronic software. The claims will go through the EMS Coordinator (EMSC) for review to make sure all pertinent information is contained in the reports before they are released to the billing agency. In addition, the EMSC will make a reasonable effort to gather any additional information, such as the responsible insurance company information, general demographics of the patient and any other information which may assist in the billing process. All proposals shall have the ability to electronically interface with ImageTrend. The City will provide at least two contacts for the purpose of day to day billing operations to be able to answer questions and obtain requested information that may be required from the successful agency. C. Successful Agency Responsibilities - To facilitate billing from reports generated by emergency services personnel, which include electronic run reports, ancillary documents, and hospital face sheets from the receiving hospitals. Ancillary documents will be received, processed and stored on a secure server. Successful agency shall have a minimum history of eight (8) years of billing insurance companies, including Medicare, Medicaid, Third Party Insurances and HMO’s, Commercial Insurances, Auto Insurances, Worker’s Compensation and patients directly. Proposal must demonstrate at least five (5) years documented successful experience with and current knowledge of ambulance services billing. The successful agency must be capable of promptly addressing issues that may arise in connection with this agreement and/or day to day billing questions from City of Ann Arbor employees. Agency shall have all the necessary equipment, such as dedicated phones lines, computer terminals, Internet connections, and electronic storage facilities, sufficient personnel, materials, supplies and operate as the City’s medical billing facility. D. Successful agency shall provide the following services: The following reports shall be submitted to the City of Ann Arbor on a monthly basis: • Distribution of Charges and Collections – This report will track the charges, payments and financial class mix of all patients for a given month or other specified period. • Aged Receivable Report – This report will have outstanding invoices sorted by date or account for thirty, sixty, ninety, one hundred twenty, and over one hundred twenty days. This report will also provide totals for these categories. • Patient Alpha Listing – This report lists all patients alphabetically by patient last name. • Monthly Payment Listing – This report lists payments, required charge offs (contractual adjustments), and refunds posted to each patient’s account. 12 • Overpayment (refund request) Report – This report lists all patient’s due refunds as a result of overpayment on account. E. Successful agency shall provide the following services: • Mail and / or email an invoice to each patient transported, at the rates established by the City for EMS transportation services. • File all insurance claim forms for all patients based upon information received from the patient or obtained from successful agency’s research done at referring and/or receiving health care facilities. • Send copies of patient care reports and Physician Certification Statements to Medicare, Medicaid, insurance companies, or any other third party payers (when requested) to obtain payment. • Comply with attorney requests for billing charges in a timely manner. • Any claim denials for medically necessary transports shall be resubmitted properly and within the time frame provided and additional information provided within the resubmission to show validity of the claim for maximum benefit. • Follow-up on electronically submitted and mailed claims for which payment has not been received at thirty (30), sixty (60), and ninety (90) days following initial submittal. Follow-up efforts and results must be documented and available to the City of Ann Arbor for review. • Record customer payments and refunds. The successful agency will provide the City of Ann Arbor with necessary refund request including all pertinent information relating to refund payments to patients and/or insurance companies, indicating the refund payee’s name, address and reason for refund. • Any refunds issued to customers shall be netted from the monthly gross revenue and documented on the monthly statement to the City of Ann Arbor. • When a billed account has become past due (an account older than the date of transport plus one hundred twenty days (120), that has a balance larger than zero), return the account to City of Ann Arbor by providing City of Ann Arbor with a listing of these past due accounts including all pertinent facts regarding attempted collection efforts. However, the City of Ann Arbor at its option may leave selected accounts with the successful agency for a longer period of time or turn the accounts over to a collection agency. • All accounts considered in “write off” status will be sent to the City of Ann Arbor for review. All accounts must contain “biller’s notes” showing reasonable attempts to collect and details of the claim progress, including noting conversations with patient, insurance company etc. • Any other services as agreed to by the parties in order to effectively collect transport fees. • Successful agency shall submit a proposed Scope of Service statement with the RFP response. 13 • The successful agency will cooperate with the City of Ann Arbor in all billing issues resulting in a lawsuit filed by the City of Ann Arbor or the patient. • Provide initial and on-going training as requested to Ann Arbor Fire Department staff regarding documentation, processes, or other matters to assist with efficiency of the billing process. F. Required Use of Electronic Filing, Storage, and Billing System - The Successful agency must be currently filing, storing (both on and off-site), and receiving Medicare and Medicaid claims and payments electronically and must transmit/receive Medicare claims via the required national format, or any future standard Medicare or Medicaid may require. The Successful Agency must also be currently filing electronic claims with all Commercial Insurance Carriers that accept electronic claims. The Successful Agency shall also submit a description of their billing software system and the length of time of its installation. The Successful Agency must also submit a system disaster recovery plan, as well as, a full description of system backup and recovery plans. G. Successful Agency’s Fee for Services Provided – The City of Ann Arbor desires an all-inclusive rate for performing the billing and collection services. The successful agency’s fee for services to be provided will be a flat rate per claim billed during the contract period. Each potential successful agency must bid a single rate per claim filed. The proposed rate shall cover all costs including but not limited to telephone and postage expenses, office supplies, and any other overhead expenses or administrative support. H. Payments from Customers – The Successful Agency shall maintain a Lock Box, P.O. Box or mailing address to facilitate receipt and deposit of all payments on customers’ accounts. The Successful Agency shall record all payments in a timely manner to customers’ accounts. I. Payments to City of Ann Arbor – The Successful Agency shall remit gross revenue net of fees to the City of Ann Arbor on a monthly basis for medical billing collections from the prior month via ACH or EFT to the designated bank account provided by the City of Ann Arbor. The Successful Agency shall provide detailed documentation showing gross revenue less all fees for the prior month to accompany the monthly remittance to the City of Ann Arbor. 14 SECTION III - MINIMUM INFORMATION REQUIRED PROPOSAL FORMAT Offerors should organize Proposals into the following Sections: A. Professional Qualifications B. Past Involvement with Similar Projects C. Proposed Work Plan D. Fee Proposal (include in a separate sealed envelope clearly marked “Fee Proposal”) E. Authorized Negotiator F. Attachments The following describes the elements that should be included in each of the proposal sections and the weighted point system that will be used for evaluation of the proposals. A. Professional Qualifications – 20 points 1. State the full name and address of your organization and, if applicable, the branch office or other subsidiary element that will perform, or assist in performing, the work hereunder. Indicate whether it operates as an individual, partnership, or corporation. If as a corporation, include whether it is licensed to operate in the State of Michigan. 2. Include the name of executive and professional personnel by skill and qualification that will be employed in the work. Show where these personnel will be physically located during the time they are engaged in the work. Indicate which of these individuals you consider key to the successful completion of the project. Identify only individuals who will do the work on this project by name and title. Qualifications and capabilities of any subcontractors must also be included. 3. State history of the firm, in terms of length of existence, types of services provided, etc. Identify the technical details that make the firm uniquely qualified for this work. B. Past involvement with Similar Projects – 30 points The written proposal must include a list of specific experience in the project area and indicate proven ability in implementing similar projects for the firm and the individuals to be involved in the project. A complete list of client references must be provided for similar projects recently completed. The list shall include the firm/agency name, address, telephone number, project title, and contact person. 15 C. Proposed Work Plan – 30 points Provide a detailed and comprehensive description of how the offeror intends to provide the services requested in this RFP. This description shall include, but not be limited to assuring ability for compliance with the scope of services along with answering the following questions. 1. Describe process of billing / invoicing patients and insurance entities, including the timeline of the original invoice and typical follow-up communications. 2. Are you able to provide patients with payment plans? If so, describe the process for communicating payment arrangements and follow-up communication to patients. Include examples of typical correspondence and examples of typical payment plan. 3. Explain at what point charges are deemed uncollectible. What are the next steps taken in these cases? Are items turned over to the City for further collection efforts, or directed to collections agency? Other options available? 4. What are your standard hours of operation? For the City and for patients? 5. Explain your method(s) in obtaining insurance or other third-party payer information. 6. Demonstrate how you bill Medicare, private insurance carriers, and public aid electronically, in a HIPAA-compliant manner. 7. Demonstrate and explain how your organization is compliant and stays up to date with Center of Medicare and Medicaid Services fee schedule, rules and regulations, and documentation guidelines. 8. Do you have a HIPAA Compliance Officer on staff? 9. What controls do you utilize to insure the proper posting of payments? 10. Describe how your company can enhance the revenue collected by the City. 11. Process in handling hardship letters? 12. How are refunds documented and processed? 13. Provide a breakdown of the team and each role that will be assigned to the City if both parties were to enter into an agreement. 14. Provide a brief explanation of your organization’s experience with Ground Emergency Medical Transportation (GEMT) process and how your organization can assist in the process of this reporting. 15. Provide a brief explanation of your organization’s experience with CMS data collection process and how your organization can assist in the process of this reporting. 16. How are subpoenas and request for medical records handled if received by your organization? 17. Are any of your services (not limited to ambulance billing/collection services) contracted out? 18. Provide a brief explanation of your records management system, secured patient portal, and billing platform. List software used. 19. Does your organization routinely check exclusion lists to ensure that new hires, current employees, vendors, and subcontractors are not Excluded 16 Persons that may impact the Medicare/Medicaid or other government healthcare claim development and submission process and other processes affecting compliance with federal or state healthcare law? 20. Describe initial and on-going training available to fire department staff regarding documentation, processes, or other matters to assist with efficiency of the billing process. Offerors shall be evaluated on the clarity, thoroughness, and content of their responses to the above items. D. Fee Proposal - 20 points Fee schedules shall be submitted in a separate, sealed, envelope as part of the proposal. Fee schedules are to include the names, title, hourly rates, overhead factors, and any other relevant details. The proposal should highlight key staff and positions that would likely be involved with projects. Offerors shall be capable of justifying the details of the fee proposal relative to personnel costs, overhead, how the overhead rate is derived, material and time. E. Authorized Negotiator Include the name, phone number, and e-mail address of persons(s) in your organization authorized to negotiate the agreement with the City of Ann Arbor. F. Attachments Legal Status of Offeror, Conflict of Interest Form, Living Wage Compliance Form, and the Non-Discrimination Form should be returned with the proposal. These elements should be included as attachments to the proposal submission. PROPOSAL EVALUATION 1. The selection committee will evaluate each proposal by the above-described criteria and point system (A through C) to select a short-list of firms for further consideration. The City reserves the right to reject any proposal that it determines to be unresponsive and deficient in any of the information requested for evaluation. A proposal with all the requested information does not guarantee the proposing firm to be a candidate for an interview. The committee may contact references to verify material submitted by the offerors. 2. The committee then will schedule interviews with the selected firms if necessary. The selected firms will be given the opportunity to discuss in more detail their qualifications, past experience, proposed work plan and fee proposal. 3. The interview must include the project team members expected to complete a majority of work on the project, but no more than six members total. The interview shall consist 17 of a presentation of up to thirty minutes (or the length provided by the committee) by the offeror, including the person who will be the project manager on this contract, followed by approximately thirty minutes of questions and answers. Audiovisual aids may be used during the oral interviews. The committee may record the oral interviews. 4. The firms interviewed will then be re-evaluated by the above criteria (A through D), and adjustments to scoring will be made as appropriate. After evaluation of the proposals, further negotiation with the selected firm may be pursued leading to the award of a contract by City Council, if suitable proposals are received. The City reserves the right to waive the interview process and evaluate the offerors based on their proposals and fee schedules alone and open fee schedules before or prior to interviews. The City will determine whether the final scope of the project to be negotiated will be entirely as described in this RFP, a portion of the scope, or a revised scope. Work to be done under this contract is generally described through the detailed specifications and must be completed fully in accordance with the contract documents. Any proposal that does not conform fully to these instructions may be rejected. PREPARATION OF PROPOSALS Proposals should have no plastic bindings but will not be rejected as non-responsive for being bound. Staples or binder clips are acceptable. Proposals should be printed double sided on recycled paper. Proposals should not be more than 100 sheets (50 sides), not including required attachments and resumes. Each person signing the proposal certifies that they are a person in the offeror’s firm/organization responsible for the decisions regarding the fees being offered in the Proposal and has not and will not participate in any action contrary to the terms of this provision. ADDENDA If it becomes necessary to revise any part of the RFP, notice of the addendum will be posted to Michigan Inter-governmental Trade Network (MITN) www.mitn.info and/or the City of Ann Arbor web site www.A2gov.org for all parties to download. Each offeror must acknowledge in its proposal all addenda it has received. The failure of an offeror to receive or acknowledge receipt of any addenda shall not relieve the offeror of the responsibility for complying with the terms thereof. The City will not be bound by oral responses to inquiries or written responses other than official written addenda. 18 SECTION IV - ATTACHMENTS Attachment A - Legal Status of Offeror Attachment B – Non-Discrimination Ordinance Declaration of Compliance Form Attachment C – Living Wage Declaration of Compliance Form Attachment D – Vendor Conflict of Interest Disclosure Form Attachment E – Non-Discrimination Ordinance Poster Attachment F – Living Wage Ordinance Poster 19 ATTACHMENT A LEGAL STATUS OF OFFEROR (The Respondent shall fill out the provision and strike out the remaining ones.) The Respondent is: • A corporation organized and doing business under the laws of the state of _____________, for whom bearing the office title of ____________, whose signature is affixed to this proposal, is authorized to execute contracts on behalf of respondent.* *If not incorporated in Michigan, please attach the corporation’s Certificate of Authority • A limited liability company doing business under the laws of the State of ____________, whom _____________________ bearing the title of ________________________ whose signature is affixed to this proposal, is authorized to execute contract on behalf of the LLC. • A partnership organized under the laws of the State of and filed with the County of , whose members are (attach list including street and mailing address for each.) • An individual, whose signature with address, is affixed to this RFP. Respondent has examined the basic requirements of this RFP and its scope of services, including all Addendum (if applicable) and hereby agrees to offer the services as specified in the RFP. Date: , Signature (Print) Name _______________________________ Title ____________________________ Firm: ______________________________________________________________________ Address: ___________________________________________________________________ Contact Phone ____________________ Fax _____________________ Email ___________________________ 20 ATTACHMENT B CITY OF ANN ARBOR DECLARATION OF COMPLIANCE Non-Discrimination Ordinance The “non discrimination by city contractors” provision of the City of Ann Arbor Non-Discrimination Ordinance (Ann Arbor City Code Chapter 112, Section 9:158) requires all contractors proposing to do business with the City to treat employees in a manner which provides equal employment opportunity and does not discriminate against any of their employees, any City employee working with them, or any applicant for employment on the basis of actual or perceived age, arrest record, color, disability, educational association, familial status, family responsibilities, gender expression, gender identity, genetic information, height, HIV status, marital status, national origin, political beliefs, race, religion, sex, sexual orientation, source of income, veteran status, victim of domestic violence or stalking, or weight. It also requires that the contractors include a similar provision in all subcontracts that they execute for City work or programs. In addition the City Non-Discrimination Ordinance requires that all contractors proposing to do business with the City of Ann Arbor must satisfy the contract compliance administrative policy adopted by the City Administrator. A copy of that policy may be obtained from the Purchasing Manager The Contractor agrees: (a) To comply with the terms of the City of Ann Arbor’s Non-Discrimination Ordinance and contract compliance administrative policy. (b) To post the City of Ann Arbor’s Non-Discrimination Ordinance Notice in every work place or other location in which employees or other persons are contracted to provide services under a contract with the City. (c) To provide documentation within the specified time frame in connection with any workforce verification, compliance review or complaint investigation. (d) To permit access to employees and work sites to City representatives for the purposes of monitoring compliance, or investigating complaints of non-compliance. The undersigned states that he/she has the requisite authority to act on behalf of his/her employer in these matters and has offered to provide the services in accordance with the terms of the Ann Arbor Non-Discrimination Ordinance. The undersigned certifies that he/she has read and is familiar with the terms of the Non-Discrimination Ordinance, obligates the Contractor to those terms and acknowledges that if his/her employer is found to be in violation of Ordinance it may be subject to civil penalties and termination of the awarded contract. ________________________________________________________ Company Name ________________________________________________________ Signature of Authorized Representative Date ________________________________________________________ Print Name and Title ________________________________________________________ Address, City, State, Zip ________________________________________________________ Phone/Email address Questions about the Notice or the City Administrative Policy, Please contact: Procurement Office of the City of Ann Arbor (734) 794-6500 Revised 3/31/15 Rev. 0 NDO-2 . 21 ATTACHMENT C CITY OF ANN ARBOR LIVING WAGE ORDINANCE DECLARATION OF COMPLIANCE The Ann Arbor Living Wage Ordinance (Section 1:811-1:821 of Chapter 23 of Title I of the Code) requires that an employer who is (a) a contractor providing services to or for the City for a value greater than $10,000 for any twelve- month contract term, or (b) a recipient of federal, state, or local grant funding administered by the City for a value greater than $10,000, or (c) a recipient of financial assistance awarded by the City for a value greater than $10,000, shall pay its employees a prescribed minimum level of compensation (i.e., Living Wage) for the time those employees perform work on the contract or in connection with the grant or financial assistance. The Living Wage must be paid to these employees for the length of the contract/program. Companies employing fewer than 5 persons and non-profits employing fewer than 10 persons are exempt from compliance with the Living Wage Ordinance. If this exemption applies to your company/non-profit agency please check here [___] No. of employees__ The Contractor or Grantee agrees: (a) To pay each of its employees whose wage level is not required to comply with federal, state or local prevailing wage law, for work covered or funded by a contract with or grant from the City, no less than the Living Wage. The current Living Wage is defined as $15.90/hour for those employers that provide employee health care (as defined in the Ordinance at Section 1:815 Sec. 1 (a)), or no less than $17.73/hour for those employers that do not provide health care. The Contractor or Grantor understands that the Living Wage is adjusted and established annually on April 30 in accordance with the Ordinance and covered employers shall be required to pay the adjusted amount thereafter to be in compliance with Section 1:815(3). Check the applicable box below which applies to your workforce [___] Employees who are assigned to any covered City contract/grant will be paid at or above the applicable living wage without health benefits [___] Employees who are assigned to any covered City contract/grant will be paid at or above the applicable living wage with health benefits (b) To post a notice approved by the City regarding the applicability of the Living Wage Ordinance in every work place or other location in which employees or other persons contracting for employment are working. (c) To provide to the City payroll records or other documentation within ten (10) business days from the receipt of a request by the City. (d) To permit access to work sites to City representatives for the purposes of monitoring compliance, and investigating complaints or non-compliance. (e) To take no action that would reduce the compensation, wages, fringe benefits, or leave available to any employee covered by the Living Wage Ordinance or any person contracted for employment and covered by the Living Wage Ordinance in order to pay the living wage required by the Living Wage Ordinance. The undersigned states that he/she has the requisite authority to act on behalf of his/her employer in these matters and has offered to provide the services or agrees to accept financial assistance in accordance with the terms of the Living Wage Ordinance. The undersigned certifies that he/she has read and is familiar with the terms of the Living Wage Ordinance, obligates the Employer/Grantee to those terms and acknowledges that if his/her employer is found to be in violation of Ordinance it may be subject to civil penalties and termination of the awarded contract or grant of financial assistance. ___________________________________________________ ________________________________________________ Company Name Street Address ___________________________________________________ ________________________________________________ Signature of Authorized Representative Date City, State, Zip ___________________________________________________ ________________________________________________ Print Name and Title Phone/Email address City of Ann Arbor Procurement Office, 734/794-6500, procurement@a2gov.org Rev. 3/7/23 22 ATTACHMENT D VENDOR CONFLICT OF INTEREST DISCLOSURE FORM All vendors interested in conducting business with the City of Ann Arbor must complete and return the Vendor Conflict of Interest Disclosure Form in order to be eligible to be awarded a contract. Please note that all vendors are subject to comply with the City of Ann Arbor’s conflict of interest policies as stated within the certification section below. If a vendor has a relationship with a City of Ann Arbor official or employee, an immediate family member of a City of Ann Arbor official or employee, the vendor shall disclose the information required below. 1. No City official or employee or City employee’s immediate family member has an ownership interest in vendor’s company or is deriving personal financial gain from this contract. 2. No retired or separated City official or employee who has been retired or separated from the City for less than one (1) year has an ownership interest in vendor’s Company. 3. No City employee is contemporaneously employed or prospectively to be employed with the vendor. 4. Vendor hereby declares it has not and will not provide gifts or hospitality of any dollar value or any other gratuities to any City employee or elected official to obtain or maintain a contract. 5. Please note any exceptions below: Conflict of Interest Disclosure* Name of City of Ann Arbor employees, elected officials or immediate family members with whom there may be a potential conflict of interest. ( ) Relationship to employee ____________________________________ ( ) Interest in vendor’s company ( ) Other (please describe in box below) *Disclosing a potential conflict of interest does not disqualify vendors. In the event vendors do not disclose potential conflicts of interest and they are detected by the City, vendor will be exempt from doing business with the City. I certify that this Conflict of Interest Disclosure has been examined by me and that its contents are true and correct to my knowledge and belief and I have the authority to so certify on behalf of the Vendor by my signature below: Vendor Name Vendor Phone Number Signature of Vendor Authorized Representative Date Printed Name of Vendor Authorized Representative Questions about this form? Contact Procurement Office City of Ann Arbor Phone: 734/794-6500, procurement@a2gov.org 23 ATTACHMENT E CITY OF ANN ARBOR NON-DISCRIMINATION ORDINANCE Relevant provisions of Chapter 112, Nondiscrimination, of the Ann Arbor City Code are included below. You can review the entire ordinance at www.a2gov.org/humanrights. Intent: It is the intent of the city that no individual be denied equal protection of the laws; nor shall any individual be denied the enjoyment of his or her civil or political rights or be discriminated against because of actual or perceived age, arrest record, color, disability, educational association, familial status, family responsibilities, gender expression, gender identity, genetic information, height, HIV status, marital status, national origin, political beliefs, race, religion, sex, sexual orientation, source of income, veteran status, victim of domestic violence or stalking, or weight. Discriminatory Employment Practices: No person shall discriminate in the hire, employment, compensation, work classifications, conditions or terms, promotion or demotion, or termination of employment of any individual. No person shall discriminate in limiting membership, conditions of membership or termination of membership in any labor union or apprenticeship program. Discriminatory Effects: No person shall adopt, enforce or employ any policy or requirement which has the effect of creating unequal opportunities according to actual or perceived age, arrest record, color, disability, educational association, familial status, family responsibilities, gender expression, gender identity, genetic information, height, HIV status, marital status, national origin, political beliefs, race, religion, sex, sexual orientation, source of income, veteran status, victim of domestic violence or stalking, or weight for an individual to obtain housing, employment or public accommodation, except for a bona fide business necessity. Such a necessity does not arise due to a mere inconvenience or because of suspected objection to such a person by neighbors, customers or other persons. Nondiscrimination by City Contractors: All contractors proposing to do business with the City of Ann Arbor shall satisfy the contract compliance administrative policy adopted by the City Administrator in accordance with the guidelines of this section. All city contractors shall ensure that applicants are employed and that employees are treated during employment in a manner which provides equal employment opportunity and tends to eliminate inequality based upon any classification protected by this chapter. All contractors shall agree not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of any applicable protected classification. All contractors shall be required to post a copy of Ann Arbor's Non- Discrimination Ordinance at all work locations where its employees provide services under a contract with the city. Complaint Procedure: If any individual believes there has been a violation of this chapter, he/she may file a complaint with the City’s Human Rights Commission. The complaint must be filed within 180 calendar days from the date of the individual's knowledge of the allegedly discriminatory action or 180 calendar days from the date when the individual should have known of the allegedly discriminatory action. A complaint that is not filed within this timeframe cannot be considered by the Human Rights Commission. To file a complaint, first complete the complaint form, which is available at www.a2gov.org/humanrights. Then submit it to the Human Rights Commission by e- mail (hrc@a2gov.org), by mail (Ann Arbor Human Rights Commission, PO Box 8647, Ann Arbor, Ml 48107), or in person (City Clerk’s Office). For further information, please call the commission at 734-794-6141 or e-mail the commission at hrc@a2gov.org. Private Actions For Damages or Injunctive Relief: To the extent allowed by law, an individual who is the victim of discriminatory action in violation of this chapter may bring a civil action for appropriate injunctive relief or damages or both against the person(s) who acted in violation of this chapter. THIS IS AN OFFICIAL GOVERNMENT NOTICE AND MUST BE DISPLAYED WHERE EMPLOYEES CAN READILY SEE IT. 24 ATTACHMENT F CITY OF ANN ARBOR LIVING WAGE ORDINANCE RATE EFFECTIVE APRIL 30, 2023 - ENDING APRIL 29, 2024 $15.90 per hour $17.73 per hour If the employer provides health If the employer does NOT care benefits* provide health care benefits* Employers providing services to or for the City of Ann Arbor or recipients of grants or financial assistance from the City of Ann Arbor for a value of more than $10,000 in a twelve-month period of time must pay those employees performing work on a City of Ann Arbor contract or grant, the above living wage. ENFORCEMENT The City of Ann Arbor may recover back wages either administratively or through court action for the employees that have been underpaid in violation of the law. Persons denied payment of the living wage have the right to bring a civil action for damages in addition to any action taken by the City. Violation of this Ordinance is punishable by fines of not more than $500/violation plus costs, with each day being considered a separate violation. Additionally, the City of Ann Arbor has the right to modify, terminate, cancel or suspend a contract in the event of a violation of the Ordinance. * Health Care benefits include those paid for by the employer or making an employer contribution toward the purchase of health care. The employee contribution must not exceed $.50 an hour for an average work week; and the employer cost or contribution must equal no less than $1/hr for the average work week. The Law Requires Employers to Display This Poster Where Employees Can Readily See It. For Additional Information or to File a Complaint contact Colin Spencer at 734/794-6500 or cspencer@a2gov.org GSA/PSA/WSA 4-20-23 1 2. DURATION A. The obligations of this Agreement shall apply beginning on the Effective Date and this Agreement shall remain in effect until satisfactory completion of the Services unless terminated as provided for in this Agreement. 3. SERVICES A. Contractor shall perform all Services in compliance with this Agreement. The City retains the right to make changes to the quantities of Services within the general scope of the Agreement at any time by a written order. If the changes add to or deduct from the extent of the Services, the compensation shall be adjusted accordingly. All such changes shall be executed under the conditions of the original Agreement. B. Quality of Services under this Agreement shall be of the level of quality performed by persons regularly rendering this type of service. Determination of acceptable quality shall be made solely by the Contract Administrator. C. Contractor shall perform Services in compliance with all applicable statutory, regulatory, and contractual requirements now or hereafter in effect. Contractor shall also comply with and be subject to City policies applicable to independent contractors. APPENDIX A - SAMPLE CONTRACT PROFESSIONAL SERVICES AGREEMENT BETWEEN [TBD] AND THE CITY OF ANN ARBOR FOR [TBD] This agreement (“Agreement”) is between the City of Ann Arbor, a Michigan municipal corporation, 301 E. Huron St. Ann Arbor, Michigan 48104 ("City"), and [TBD], a(n) [TBD] __________, [TBD], [TBD], [TBD] [TBD] (“Contractor”). City and Contractor agree as follows: 1. DEFINITIONS Administering Service Area/Unit means [TBD]. Contract Administrator means [TBD], acting personally or through any assistants authorized by the Administrator/Manager of the Administering Service Area/Unit. Deliverables means all documents, plans, specifications, reports, recommendations, and other materials developed for and delivered to City by Contractor under this Agreement. Effective Date means the date this Agreement is signed by the last party to sign it. Project means [TBD]. Services means [TBD] as further described in Exhibit A. GSA/PSA/WSA 4-20-23 2 D. Contractor may rely upon the accuracy of reports and surveys provided by the City, except when a defect should have been apparent to a reasonably competent professional or when Contractor has actual notice of a defect. 4. INDEPENDENT CONTRACTOR A. The parties agree that at all times and for all purposes under the terms of this Agreement each party’s relationship to any other party shall be that of an independent contractor. Each party is solely responsible for the acts of its own employees, agents, and servants. No liability, right, or benefit arising out of any employer-employee relationship, either express or implied, shall arise or accrue to any party as a result of this Agreement. B. Contractor does not have any authority to execute any contract or agreement on behalf of the City, and is not granted any authority to assume or create any obligation or liability on the City’s behalf, or to bind the City in any way. 5. COMPENSATION OF CONTRACTOR A. The total amount of compensation paid to Contractor under this Agreement shall not exceed $0.00, which shall be paid upon invoice by Contractor to the City for services rendered according to the schedule in Exhibit B. Compensation of Contractor includes all reimbursable expenses unless a schedule of reimbursable expenses is included in an attached Exhibit B. Expenses outside those identified in the attached schedule must be approved in advance by the Contract Administrator. B. Payment shall be made monthly following receipt of invoices submitted by Contractor and approved by the Contract Administrator, unless a different payment schedule is specified in Exhibit B. C. Contractor shall be compensated for additional work or Services beyond those specified in this Agreement only when the scope of and compensation for the additional work or Services have received prior written approval of the Contract Administrator. D. Contractor shall keep complete records of work performed (e.g. tasks performed, hours allocated, etc.) so that the City may verify invoices submitted by Contractor. Such records shall be made available to the City upon request and submitted in summary form with each invoice. 6. INSURANCE/INDEMNIFICATION A. Contractor shall procure and maintain from the Effective Date or Commencement Date of this Agreement (whichever is earlier) through the conclusion of this Agreement, such insurance policies, including those required by this Agreement, as will protect itself and the City from all claims for bodily injury, death, or property damage that may arise under this Agreement; whether the act(s) or omission(s) giving rise to the claim were made by Contractor, Contractor’s subcontractor, or anyone employed by Contractor GSA/PSA/WSA 4-20-23 3 or Contractor’s subcontractor directly or indirectly. Prior to commencement of work under this Agreement, Contractor shall provide documentation to the City demonstrating Contractor has obtained the policies and endorsements required by this Agreement. Contractor shall provide such documentation in a form and manner satisfactory to the City. Currently, the City requires insurance to be submitted through its contractor, myCOI. Contractor shall add registration@mycoitracking.com to its safe sender’s list so that it will receive necessary communication from myCOI. When requested, Contractor shall provide the same documentation for its subcontractors. B. All insurance providers of Contractor shall be authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-” Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-authorized insurance companies are not acceptable unless approved in writing by the City. C. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold the City and its officers, employees, and agents harmless from all suits, claims, judgments, and expenses, including attorney's fees, resulting or alleged to result, from an act or omission by Contractor or Contractor’s employees or agents occurring in the performance or breach of this Agreement, except to the extent that any suit, claim, judgment, or expense are finally judicially determined to have resulted from the City’s negligence, willful misconduct, or failure to comply with a material obligation of this Agreement. The obligations of this paragraph shall survive the expiration or termination of this Agreement. D. Contractor is required to have the following minimum insurance coverage: 1. Professional Liability Insurance or Errors and Omissions Insurance protecting Contractor and its employees - $1,000,000. 2. Commercial General Liability Insurance equivalent to, as a minimum, Insurance Services Office form CG 00 01 04 13 or current equivalent. The City of Ann Arbor shall be an additional insured. There shall be no added exclusions or limiting endorsements that diminish the City’s protections as an additional insured under the policy. $1,000,000 Each occurrence as respect Bodily Injury Liability or Property Damage Liability, or both combined $2,000,000 Per project General Aggregate $1,000,000 Personal and Advertising Injury 3. Worker's Compensation Insurance in accordance with all applicable state and federal statutes; also, Employers Liability Coverage for: Bodily Injury by Accident - $500,000 each accident Bodily Injury by Disease - $500,000 each employee Bodily Injury by Disease - $500,000 each policy limit 4. Motor Vehicle Liability Insurance equivalent to, as a minimum, Insurance Services Office form CA 00 01 10 13 or current equivalent. Coverage shall include all owned vehicles, all non-owned vehicles and all hired vehicles. The GSA/PSA/WSA 4-20-23 4 City of Ann Arbor shall be an additional insured. There shall be no added exclusions or limiting endorsements that diminish the City’s protections as an additional insured under the policy. The limits of liability shall be $1,000,000 for each occurrence as respects Bodily Injury Liability or Property Damage Liability, or both combined. 5. Umbrella/Excess Liability Insurance shall be provided to apply in excess of the Commercial General Liability, Employers Liability and the Motor Vehicle coverage enumerated above, for each occurrence and for aggregate in the amount of $1,000,000. E. Commercial General Liability Insurance and Motor Vehicle Liability Insurance (if required by this Agreement) shall be considered primary as respects any other valid or collectible insurance that the City may possess, including any self-insured retentions the City may have; and any other insurance the City does possess shall be considered excess insurance only and shall not be required to contribute with this insurance. Contractor agrees to waive any right of recovery by its insurer against the City for any insurance listed herein. F. Insurance companies and policy forms are subject to approval of the City Attorney, which approval shall not be unreasonably withheld. Documentation must provide and demonstrate an unconditional and unqualified 30-day written notice of cancellation in favor of the City of Ann Arbor. Further, the documentation must explicitly state the following: (a) the policy number(s); name of insurance company; name(s), email address(es), and address(es) of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) any deductibles or self-insured retentions, which may be approved by the City in its sole discretion; (c) that the policy conforms to the requirements specified. Contractor shall furnish the City with satisfactory certificates of insurance and endorsements prior to commencement of any work. If any of the above coverages expire by their terms during the term of this Agreement, Contractor shall deliver proof of renewal and/or new policies and endorsements to the Administering Service Area/Unit at least ten days prior to the expiration date. 7. WAGE AND NONDISCRIMINATION REQUIREMENTS A. Nondiscrimination. Contractor shall comply, and require its subcontractors to comply, with the nondiscrimination provisions of MCL 37.2209. Contractor shall comply with the provisions of Section 9:158 of Chapter 112 of Ann Arbor City Code and assure that Contractor’s applicants for employment and employees are treated in a manner which provides equal employment opportunity. B. Living Wage. If Contractor is a “covered employer” as defined in Chapter 23 of Ann Arbor City Code, Contractor must comply with the living wage provisions of Chapter 23 of Ann Arbor City Code, which requires Contractor to pay those employees providing Services to the City under this Agreement a “living wage,” as defined in Section 1:815 of the Ann Arbor City Code, as adjusted in accordance with Section 1:815(3); to post a notice approved by the City of the applicability of Chapter 23 in every location in which regular or contract employees providing services under this Agreement are working; to maintain records of compliance; if requested by the City, to provide documentation to verify compliance; to take no action that would reduce the GSA/PSA/WSA 4-20-23 5 compensation, wages, fringe benefits, or leave available to any employee or person contracted for employment in order to pay the living wage required by Section 1:815; and otherwise to comply with the requirements of Chapter 23. 8. REPRESENTATIONS AND WARRANTIES BY CONTRACTOR A. Contractor warrants that the quality of Services shall conform to the level of quality performed by persons regularly rendering this type of service. B. Contractor warrants that it has all the skills, experience, and professional and other licenses necessary to perform the Services. C. Contractor warrants that it has available, or will engage at its own expense, sufficient trained employees to provide the Services. D. Contractor warrants that it has no personal or financial interest in this Agreement other than the fee it is to receive under this Agreement. Contractor certifies that it will not acquire any such interest, direct or indirect, which would conflict in any manner with the performance of the Services. Contractor certifies that it does not and will not employ or engage any person with a personal or financial interest in this Agreement. E. Contractor warrants that it is not, and shall not become overdue or in default to the City for any contract, debt, or any other obligation to the City, including real and personal property taxes. Further Contractor agrees that the City shall have the right to set off any such debt against compensation awarded for Services under this Agreement. F. Contractor warrants that its bid or proposal for services under this Agreement was made in good faith, that it arrived at the costs of its proposal independently, without consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to such costs with any competitor for these services; and no attempt has been made or will be made by Contractor to induce any other person or entity to submit or not to submit a bid or proposal for the purpose of restricting competition. G. The person signing this Agreement on behalf of Contractor represents and warrants that they have express authority to sign this Agreement for Contractor and agrees to hold the City harmless for any costs or consequences of the absence of actual authority to sign. H. The obligations, representations, and warranties of this section 8 shall survive the expiration or termination of this Agreement. 9. OBLIGATIONS OF THE CITY A. The City shall give Contractor access to City properties and project areas as required to perform the Services. B. The City shall notify Contractor of any defect in the Services of which the Contract Administrator has actual notice. GSA/PSA/WSA 4-20-23 6 10. ASSIGNMENT A. Contractor shall not subcontract or assign any portion of any right or obligation under this Agreement without prior written consent from the City. Notwithstanding any consent by the City to any assignment, Contractor shall at all times remain bound to all warranties, certifications, indemnifications, promises, and performances required of Contractor under the Agreement unless specifically released from the requirement in writing by the City. B. Contractor shall retain the right to pledge payments due and payable under this Agreement to third parties. 11. TERMINATION OF AGREEMENT A. If either party is in breach of this Agreement for a period of 15 days following receipt of notice from the non-breaching party with respect to the breach, the non-breaching party may pursue any remedies available against the breaching party under applicable law, including the right to terminate this Agreement without further notice. The waiver of any breach by any party to this Agreement shall not waive any subsequent breach by any party. B. The City may terminate this Agreement, on at least 30 days’ advance notice, for any reason, including convenience, without incurring any penalty, expense, or liability to Contractor, except the obligation to pay for Services actually performed under the Agreement before the termination date. C. Contractor acknowledges that if this Agreement extends for several fiscal years, continuation of this Agreement is subject to appropriation of funds through the City budget process. If funds are not appropriated or otherwise made available, the City shall have the right to terminate this Agreement without penalty at the end of the last period for which funds have been appropriated or otherwise made available by giving written notice of termination to Contractor. The Contract Administrator shall give Contractor written notice of such non-appropriation within 30 days after the Contract Administrator has received notice of such non-appropriation. D. The expiration or termination of this Agreement shall not release either party from any obligation or liability to the other party that has accrued at the time of expiration or termination, including a payment obligation that has already accrued and Contractor’s obligation to deliver all Deliverables due as of the date of termination of the Agreement. 12. REMEDIES A. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the parties. B. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise GSA/PSA/WSA 4-20-23 7 of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. C. Absent a written waiver, no act, failure, or delay by a party to pursue or enforce any right or remedy under this Agreement shall constitute a waiver of that right with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either party shall subsequently affect the waiving party’s right to require strict performance of this Agreement. 13. NOTICE All notices and submissions required under this Agreement shall be delivered to the respective party in the manner described herein to the address stated below or such other address as either party may designate by prior written notice to the other. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by next day express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent next day express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. If Notice is sent to Contractor: [TBD] ATTN: [TBD] [TBD] [TBD], [TBD] [TBD] If Notice is sent to the City: City of Ann Arbor ATTN: [TBD] 301 E. Huron St. Ann Arbor, Michigan 48104 With a copy to: The City of Ann Arbor ATTN: Office of the City Attorney 301 East Huron Street, 3rd Floor Ann Arbor, Michigan 48104 14. CHOICE OF LAW AND FORUM This Agreement will be governed and controlled in all respects by the laws of the State of Michigan, including interpretation, enforceability, validity and construction, excepting the principles of conflicts of law. The parties submit to the jurisdiction and venue of the Circuit Court for Washtenaw County, State of Michigan, or, if original jurisdiction can be established, the United States District Court for the Eastern District of Michigan, Southern Division, with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement. The parties stipulate that the venues referenced in this Agreement are convenient GSA/PSA/WSA 4-20-23 8 and waive any claim of non-convenience. 15. OWNERSHIP OF DOCUMENTS Upon completion or termination of this Agreement, all Deliverables prepared by or obtained by Contractor as provided under the terms of this Agreement shall be delivered to and become the property of the City. Original basic survey notes, sketches, charts, drawings, partially completed drawings, computations, quantities, and other data shall remain in the possession of Contractor as instruments of service unless specifically incorporated in a Deliverable, but shall be made available, upon request, to the City without restriction or limitation on their use. The City acknowledges that the documents are prepared only for the Services. Prior to completion of the Services the City shall have a recognized proprietary interest in the work product of Contractor. 16. CONFLICTS OF INTEREST OR REPRESENTATION Contractor certifies it has no financial interest in the Services to be provided under this Agreement other than the compensation specified herein. Contractor further certifies that it presently has no personal or financial interest, and shall not acquire any such interest, direct or indirect, which would conflict in any manner with its performance of the Services under this Agreement. Contractor agrees to advise the City if Contractor has been or is retained to handle any matter in which its representation is adverse to the City and to obtain the City’s consent therefor. The City’s prospective consent to Contractor’s representation of a client in matters adverse to the City, as identified above, will not apply in any instance where, as the result of Contractor’s representation, Contractor has obtained sensitive, proprietary, or otherwise confidential information of a non- public nature that, if known to another client of Contractor, could be used in any such other matter by the other client to the material disadvantage of the City. Each matter will be reviewed on a case by case basis. 17. SEVERABILITY OF PROVISIONS Whenever possible, each provision of this Agreement will be interpreted in a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or the application of any provision to any party or circumstance is prohibited by or invalid under applicable law, that provision will be ineffective to the extent of the prohibition or invalidity without invalidating the remainder of the provisions of this Agreement or the application of the provision to other parties and circumstances. 18. EXTENT OF AGREEMENT This Agreement, together with all Exhibits constitutes the entire understanding between the City and Contractor with respect to the subject matter of the Agreement and it supersedes, unless otherwise incorporated by reference herein, all prior representations, negotiations, agreements, or understandings, whether written or oral. Neither party has relied on any prior representations in entering into this Agreement. No terms or conditions of either party’s invoice, purchase order, or other administrative document shall modify the terms and conditions of this Agreement, regardless of the other party’s failure to object to such terms or conditions. This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their permitted GSA/PSA/WSA 4-20-23 9 successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement may only be altered, amended, or modified by written amendment signed by Contractor and the City. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. 19. ELECTRONIC TRANSACTION The parties agree that signatures on this Agreement may be delivered electronically or by facsimile in lieu of an physical signature and agree to treat electronic or facsimile signatures as binding. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] GSA/PSA/WSA 4-20-23 10 CITY OF ANN ARBOR By: Name: Milton Dohoney Jr. Title: City Administrator [TBD] By: Name: Title: Date: /d1 Date: Approved as to substance: By: Name: Title: Date: Approved as to form: By: Name: Atleen Kaur Title: City Attorney Date: EXHIBIT A Scope of Services EXHIBIT B Compensation