Third Party Travel Management Services

1 REQUEST FOR PROPOSAL RFP# 725360 Third Party Travel Management Services for MSU Faculty, Staff, Students and Guest Business Travel PERIOD OF 1/1/24 to 6/30/25 EVENT DATE Release RFP to Vendor March 15, 2023 Vendor Written Specification & Requirement Questions to MSU March 27th, 2023 @ 5:00pm EST Answer to Vendor Questions (Estimated): April 3-4, 2023 RFP Response Due Date: April 13, 2023 @ 5:00pm EST Evaluation Team Meeting #1 (Estimated) April 24, 2023 Evaluation Team Proposal Evaluation Timeframe (Estimated) May 3, 2023 – June 30, 2023 Notification of Intent to Award Contract (Estimated) July 10, 2023 Contract Award (Estimated) August 1, 2023 Certificate of Insurance & Contract Signature Complete August 2, 2023 – August 7, 2023 Contract Transition Activities September 1, 2023 – December 31, 2023 Start of Contract (Estimated) January 1, 2024 RFP Contact Name: Brad Hewitt, Ph.D. Email: hewittb3@msu.edu Phone: (517) 884-6171

DESCRIPTION: Michigan State University (the “University” or “MSU”) is soliciting proposals through this Request for Proposal (“RFP”) for the purpose of selecting a vendor to partner with Michigan State University and provide service in support of and optimization of the University’s business travel program, including managing faculty, staff, guest, and student travel in an efficient and cost-effective manner, by offering optional 0n-site or agency full-service solutions, state of the art analytics capabilities, and best in class technology resources and tools. Michigan State University intends to use the results of this solicitation to award a single contract for travel management services for use by Michigan State University faculty, staff, student, and guest travelers. Michigan State University’s Athletic Department and Education Abroad travel is not included. MSU, after a first review of the proposal submittals, may require that select firms attend a meeting with MSU representatives to discuss their submittals in greater detail. The contract period will be for six (6) years with three annual renewals of one year each, upon mutual agreement. MSU anticipates an effective contract starting January 1, 2024, with the first year 2 serving as a trial period during which MSU will have the ability to cancel the contract with thirty days written notice if MSU determines the services are not suitable. The Michigan State University System is the largest public higher education system in the State of Michigan, serving more than 55,000 students each year and employing more than 13,000 faculty and staff statewide. The Michigan State University System is comprised of four- year universities and research facilities. The Michigan State University System also includes state-wide MSU Extension programs and offices. Together, these institutions are a tremendous academic, cultural, and economic resource for the State of Michigan, the nation, and the world. An estimated 8,000 individuals travel annually on University paid business. Our estimated for 2022-23 total travel is: • Air $10,500,000 • Hotel $2,800,000 • Car $300,000 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 “Bidder,” “Respondent,” or “Supplier.” 3 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 Informational 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 2. EXPECTED RFP TIMELINE. EVENT DATE Release RFP to Vendor March 15, 2023 Vendor Written Specification & Requirement Questions to MSU March 27th, 2023 @ 5:00pm EST Answer to Vendor Questions (Estimated): April 3-4, 2023 RFP Response Due Date: April 13, 2023 @ 5:00pm EST Evaluation Team Meeting #1 (Estimated) April 24, 2023 Evaluation Team Proposal Evaluation Timeframe (Estimated) May 3, 2023 – June 30, 2023 Notification of Intent to Award Contract (Estimated) July 10, 2023 Contract Award (Estimated) August 1, 2023 Certificate of Insurance & Contract Signature Complete (Estimated) August 2, 2023 – August 7, 2023 Contract Transition Activities September 1, 2023 – December 31, 2023 Start of Contract (Estimated) January 1, 2024 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. 4 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 and Google Docs or Sheets). 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 Scoring Min/Max Score Required Travel Management Technical Response includes but not limited to: Demonstrated ability to perform services offered in this proposal; Demonstrated ability to meet the requirements of RFP; Responses of customer references; 0 – 750 points (by Evaluation Committee) Competitiveness of pricing; 0 - 250 points (by Procurement) Maximum Total Score 1,000 Acceptance of the terms, conditions, and specifications of this RFP and Master Service Agreement Acceptance of MSU Payment Policy 2.75% discount 10 days, Net 30 The University will compile the final scores (programmatic and cost) for each proposal. The award will be granted in one of two ways. The award maybe granted to the highest scoring responsive and responsible supplier. Alternatively, the highest scoring supplier or suppliers may be requested to submit final and best offers. If final and best offers are requested by the University and submitted by the vendor, they will be evaluated against the stated criteria, scored, and ranked by the evaluation committee. The award then will be granted to the highest scoring supplier. However, a supplier should not expect that the University will request a final and best offer. 5 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 timely respond to a Clarification Request may be cause for disqualification. 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 6 an offer to do business with the University in accordance with its proposal, including the Professional Consulting 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. 7 RESPONDENT INFORMATION SHEET Please complete the following Information Sheet in the space provided and return to MSU Procurement Contact: 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. Customer 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/yyyy – mm/yyyy) Status (completed, live, other – specify phase) Customer Experience 2 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/ yyyy – mm/ yyyy) Status (completed, live, other – specify phase) 8 Bank Reference Identify your financial relationships: Bank 1 Company name: Contact name: Contact role at time of project: Contact phone: Contact email: 1. Products and/or Services Used: Bank 2 Company name: Contact name: Contact role at time of project: Contact phone: Contact email: 1. Products and/or Services Used: Bank 3 Company name: Contact name: Contact role at time of project: Contact phone: Contact email: 1. Products and/or Services Used: Continue to next page. 9 General and Technical Questions How many years of corporate travel experience will be required for each domestic and international travel consultant/agent assigned to MSU? MSU requires designated agents to be assigned to the account. Please list the number of agents your company will assign/dedicate to the MSU account. MSU defines core operating hours as 7am through 8pm, EST Monday through Friday. Please describe how your company will provide dedicated agents to service the account during core hours, including number of dedicated agents. Please list any excluded holidays. Does your company plan to rely on subcontractors to provide travel agency services to MSU? If so, please list the subcontractors and describe how they will be used. Please provide the physical location of each recommended subcontractor. Describe your company’s after hour’s operations. (in-house, subcontracted, number of staff, responsiveness/Service Level Agreements) Can your company book air, hotel, car hire/rental car both on GDS and non-GDS? If no, please highlight your limitations. Please explain how your company will access competitive rates regardless of platform/inventory/etc., both for airline and hotel/lodging. Please include any special integrations with inventory with any airline or lodging partners such as booking.com or AirBnB Please describe any affiliate deals your company has with air and hotel suppliers. How has your company’s buying power helped other clients of similar size? Please provide an outline of your company’s visa and passport service offering. Include any preferred partnerships with any visa or passport processing companies. Please discuss your company’s ability to create alternatives to travel requests in terms of timings, routing, quality or cost that would either improve the traveler’s experience or reduce cost to MSU. Explain your company’s ability to maintain traveler profile data integrity between Concur and GDS. Explain how your company will keep its staff up to date with MSU travel policy. Explain how MSU policy is applied accurately to all bookings made by your company’s agents. Is your company able to provide Scalable Service that can cope with catastrophes? If yes, please explain how. For all MSU flight requests, what turnaround timeframes will your company offer? What is your company’s recommended Service Level Agreement regarding turnaround timeframe? 10 What turnaround timeframes will your company offer MSU for international flight requests with less than five segments? Explain. Describe a brief overview of the metrics your company will use to measure performance levels of agents and teams that support MSU. What is your company’s turnaround timeframe for reporting issues to MSU Travel Department raised by MSU employees or Travel Management Company discovered mistakes? Describe the technology strategy of your company, including whether it is an internal process or sub- contracted to a third-party and the number of Full Time Equivalents (FTEs) dedicated to technical support, and the percentage of your overall workforce dedicated to technology research and support. Data protection is of critical importance at the University. When complying with the University’s Standard Terms and Conditions, how is your company prepared to safeguard University data privacy interests? Have your systems ever been breached? Please describe all instances. Are you willing to be totally accountable for all ramifications of a potential breach? Do you have technology staff responsible for programming that could be available to assist the University with IT development projects (report creation, web-based forms, systems integrations, etc.) of benefit to the University's travel program? Describe your company’s process for correcting mistakes that are identified as Travel Management Company error. Is your company willing to pay for any error that is disputed by the MSU when the error cannot be proven to be either MSU “fault” or the Travel Management Company’s “fault”? If no, please describe in detail. What is your company’s maximum Service Level Agreement for turnaround time in handling all open customer issues/complaints. Describe. Does your company have the capacity to advise MSU Insurers and Travelers when a booking is made to a destination that may be deemed at risk? (for example, by the FCO, CDC, and WHO). This will include obtaining information from travelers and acting as the intermediary between MSU insurer and traveler. If yes, please outline your company’s process and service offering. Describe how your company will manage any MSU airline reward programs (where MSU has miles/points/service funds/UATP accounts/waivers/etc.). Certain group travel requests for airline tickets, lodging, and ground transportation may be required. Please explain your company’s expertise in this area. Provide examples of how you successfully book groups, including sample itineraries, and any other advantages your company offers as relates to group travel booking. 11 How would you utilize the latest technological trends to improve or enhance service to MSU? bb. Describe in detail the escalation process for technical issues and requests. Are there other services and programs that you recommend MSU include, to better manage its system- wide Employee Travel program? If so, describe these services, their benefits, and considerations for cost, implementation, and maintenance. Identify (i) what challenges you anticipate in servicing MSU, (ii) how you will manage these challenges, and (iii) what assistance you’ll require from MSU? For after-hours and emergency support, what is the average response time for issue resolution? Explain the process and hierarchy for issue escalation. If after hours and emergency support is outsourced, explain the relationship and overall accountability for the delivered services. What is the average response time for issue resolution, process, and hierarchy for issue escalation? Please provide statistics on performance standards. We require a designated agent team and phone number and ability to record phone calls. Please state how long you are able to keep recorded phone calls. We prefer 6 months. Please confirm capabilities. On a company-wide basis, identify proposer’s agent retention rate: Years Employed at Agency: Number of Agents >10 6-10 Years 3-5 Years 1-2 Years 1 Year Concur Corporate Self-Booking Tool What is your company’s experience with the Concur Corporate Self- Booking Tool (SBT) for clients contracted directly with Concur? Do you offer proprietary tool(s) or function as a system integrator? How will your experience and tools help MSU to expand and advance the recommended Concur SBT program. Cite evidence of your ability to successfully support Concur SBT for large Professional Travel, Request & Expense clients, directly contracted with Concur, and to rapidly achieve improved adoption rates. What have your past/present clients contracted directly with Concur, similar in size and scope of MSU, experienced as an average adoption rate of the Concur SBT? For those clients that have high online adoption, what has driven the adoption rate? 12 Provide an overview for any Contractor Concur SBT user support groups, client support groups, conferences, websites, etc. that are offered as part of this contract. MSU may consider working on a new ERP. Would you be willing to integrate travel data as part of a new ERP once live for a cost no more than $5,000? If no, please note the approximate cost. Provide an overview of how your company has integrated clients directly contracted with Concur. Including the process, you propose to import profiles, establish rules in the GDS, support service requests related to Concur issues, etc. It is important to MSU that the company clearly demonstrates how they will be able to successfully integrate MSU’s highly customized Concur platform seamlessly. Is your company able to issue all scheduled monthly regional reports by the 10th day of the month? Reporting What turnaround time frames will your company set for executing ad hoc requests (that do not require customized programming)? Please provide benchmark data for air, car, and hotel travel. Explain your company’s level of capability and limitations. Describe your company’s reporting structure and criteria. Discuss reporting limitations. Please provide sample of your monthly, quarterly, and annual report your company would provide, and an overview of common reports provided to clients. Describe your company’s reporting structure and criteria. Discuss reporting limitations. Please provide sample of your monthly, quarterly, and annual report your company would provide, and an overview of common reports provided to clients. Please provide sample of your company’s quarterly, and annual client review presentations. Is your company able to provide carbon footprint reporting (based on short haul and long-haul miles)? Does your company have the ability to report when travelers do not follow MSU preferred hotel and maximum rate limits as outlined in MSU travel policy? Describe your companies offering for any reporting or benchmarking offered to clients to be able to run their own reports. How many report administrator licenses will your company provide to MSU? Describe the reporting administration training that will be offered and how many licenses are included. We prefer to have at least 10 individuals at MSU to have reporting access. Explain your company’s process for documenting and reporting MSU unused tickets. 13 Describe your capabilities to support MSU's goals for future airline and other travel supplier (hotel, vehicle, etc.) negotiations. Provide examples of any reports that illustrate volume and market share, service potential, utilization, number of room nights, rate code, consortium code, overlap and exclusive city pairs, etc. How do you measure your overall effectiveness in providing travel management services to your customers? What do you try to achieve? How do you rank the elements of success, and how do you report them? Describe your company’s quality management tracking procedures and continuous improvement processes. Include an example report that illustrates performance issues, plans for improvement, corrective actions taken, and the progress made toward resolution of stated issues and objectives. Please state if this activity is sub-contracted to another agency/party. What methods do you propose to continually receive traveler and travel arranger feedback? Please provide an example. Are you in compliance with the Sarbanes-Oxley Act? MSU requires an accounting system with ability to maintain and archive travel record and PNR information for later access. A minimum archival access of seven (7) years is required. Describe your accounting system and how it will maintain MSU records. Identify the maximum length of time records are maintained in your accounting database and how MSU will receive this information electronically, upon request. Describe your ability to provide custom and ad hoc reporting to MSU (i.e., institution/division fare savings). Describe any other reports and/or analyses you recommend that can support MSU's travel program Account Management MSU requires 30% of a fulltime employee equivalent for our Account Management of the Employee Travel Services contract for the first two years of contract, and up to 15% of a fulltime employee equivalent each year after. Please describe your company’s staffing plan to meet this requirement. Note Account Management may be split between two employees. Explain how you will designate an implementation team consisting of key staff, including technology and operation personnel, booking tool technology specialist, training and marketing personnel, and any other key members. Submit names, biographies and/or resumes of agency representatives who will be assigned to the MSU’s travel program account and indicate which roles will be dedicated. Explain any limitations. MSU requires a backup Account Manager. Please describe your plan to meet this requirement and staffing. Explain any limitations. 14 Please describe your company’s ability to lead weekly touch base meetings with MSU Travel Team when requested. Please describe your company’s plan to accommodate, and any limitations. Please describe your company’s ability to: track all open tasks and projects, advise on travel best practices, provide quarterly reviews if requested, advise on industry trends affecting MSU and development related to services, travel policy and savings; advise on new products and services offer by Contractor and third-party products and services; assist and consult with travel supplier management. Training Describe your companies formalized training program for University travelers, travel arrangers, and University travel management staff. Provide training content summaries and samples of training materials offered. Describe the Global Distribution System requirements and training program to be provided by your company. Duty of Care Reporting Describe the technologies you are able to offer for Duty of Care and tracking and reporting in real time where all of our employees are for historic, current, and future dates based on location and events. Products and/or Services Used: Does the duty of care (tracking and reporting) information provide air, hotel and car information if booked with the travel agency? Can you report on air, hotel and car traveler tracking separately? Can you include in your pricing, up to 15 MSU administrator licenses for any dashboard access? If you have Duty of Care capabilities, please provide an overview of capabilities. Competitive Advantages In 300 words or less, please outline any competitive advantages you would like highlight as part of this RFP. Complete on a separate page. Video Presentation Overview (USB Drive) Please provide an overview of reporting capabilities, and any dashboard or portal available to MSU. Provide an overview of any unique or specialized capabilities as it relates to University Travel. Provide an overview of any duty of care monitoring, and crisis management and emergency response you will be providing. Provide examples of the notifications for emergency situations and procedures for notifying the University. Describe any additional types of services that you will provide or any competitive advantage you want us to consider. 15 SCOPE OF SERVICES Please review and where appropriate address the sections below in a written response, which can be completed on a separate sheet (using the same section headings). The following are the current and anticipated requirements. Responses to the requirements must be submitted electronically. 1. Introduction. Michigan State University seeks to establish a contract with a travel management service firm (Contractor) which is experienced with University (or similar) institutional travel. Contractor is responsible to stay informed about University policies, procedures and service agreements related to travel and assure that Contractor information and services provided comply. The current applicable policies are listed on the MSU website: http://ctlr.msu.edu/COMBP/Default.aspx. One item to note is that the University does not mandate, and has no current plans to mandate travel to be booked with our designated Contractor(s) as a result of our RFP. We currently do not track bookings by faculty, staff, student, guest. The University is very cost conscious. Contractor(s) must demonstrate how University designated travel agents will be provided the scope of information necessary to make highly informed decisions from the broadest offering of relevant options. Contractor is encouraged to exercise all creativity which results in cost savings utilizing reliable services and incurring minimal risk of cancellation/change financial penalties assessed by the service providers. Contractor(s) is/are responsible for timely communication of conditions (e.g., work stoppage, weather, Department of State warnings, etc.) that may affect University traveler safety and institution financial resources. MSU currently spends approximately $6.5M in air annually with our current Contractor. Additionally, we are including the relevant estimated data provided by our Concur reporting tool, internal systems, and current contractor, that should be considered. *Note: Additional spend and use data is included within this document. The University plans to award a contract with a five (5)-year term with a University option to automatically renew for three (3) additional one-year periods with the mutual ability to negotiate terms and conditions and pricing as needed if we mutually agree that there are significant industry changes with a documented business case. When responding to the RFP, please respond only to the category listed herein. http://ctlr.msu.edu/COMBP/Default.aspx https://uw.foxworldtravel.com/policies-and-procedures/ 16 Employee Travel Services – This is the majority of our travel and will include all non “group block” travel and all non-athletic travel. In order to bid on this category, the Contractor must be a Concur partner elite. We estimate $10-$12M in airline spend. We have numbers of transactions estimated in the Cost Proposal section. Successful Contractor(s) coordination with all University travel agencies, airlines, car rental agencies, preferred hotels, credit card companies, technology partners, etc. is required. Areas of cooperation shall include coordination during the phased program start-up and implementation estimated to start in the September 2023, and shall continue for up to five (5) months after the end of any contract to ensure data and accounting reconciliation. The successful contractor must provide a detailed implementation plan for establishing University travel services including tasks, schedules, technology integrations, card data feed integrations, staff hours and any University assistance necessary for implementation. As the end of the contract term approaches, the University requires a smooth and orderly transition from the Contractor to any successor contractor to ensure minimum disruption. The Contractor must be available and cooperative during transition at the contract close out. The Contractor shall book and service all of the travel requests it receives prior to the expiration of the contract regardless of the date of commencement of travel. Contractor shall continue to provide customer assistance on all ticketed reservations made prior to the contract expiration and up to the conclusion of the travel. 2. Definitions - The following definitions are used in this RFP: a. Agent Assistance: Contractor agent booking assistance for reservations initiated, but not completed by users of the Self-Booking Tool. b. ARC: Airlines Reporting Corporation. c. Authorized User(s): Any University approved user. d. Chartfield: A series of values assigned by the University to identify funding information for financial expenditures. e. Contract Administrator/CA: MSU Contract Administrator. The individual appointed by MSU to administer the resulting contract on behalf of MSU. f. Contractor: Supplier awarded the contract. g. Corporate Ghost Card: A University liability corporate charge card or Ghost account, with authorization process for the central payment of University approved airline travel. h. F.T.E: Full time University employee. i. F.Y.: Fiscal year. For the Michigan State University System, the fiscal year runs from July 1 – June 30. 17 j. Group: For purposes of this RFP and use requirements of resulting contract, a group is defined as more than 10 identical itineraries for multiple passengers that could not be successfully booked within the Self-Booking Tool. k. Guest: For purposes of this RFP, a guest is defined as any non-employee that requires business travel arrangements at the request and expense of the University. l. GDS: Global Distribution System. m. IATA: International Air Transport Association. n. Institution: Individual MSU campus, college, or extension that comprise the MSU System. o. PNR: Passenger Name Record(s) and other profile data, including preferences. p. Supplier: Company which has submitted a proposal in response to this RFP. q. Proposal: A firm offer submitted in response to a request for proposal. r. Purchasing Card: A University liability, VISA charge card for central payment of airfare and lodging. s. SBT: Corporate Self-Booking Tools, corporate online booking site, software, or other web-based application used for the self-booking of airfare and other travel arrangements. t. Statement of Work (SOW): A statement of work, project, and business services to be completed by the contractor accompanied by any pricing required of the addition services. u. State: State of Michigan. v. Student: For purposes of this RFP, a student is defined as an enrolled student at the University that is traveling on behalf of University business, University sponsored event, or an enrollment requirement. w. System Procurement Office: Michigan State University (MSU) Office of Procurement x. Travel Arranger: University staff person with responsibility to book air and other travel services for other employees, students, or guests. y. Traveler: For purposes of this RFP, a traveler is any employee, guest or student traveling on behalf of and at the expense of the University for approved business purposes. z. Travel Management Company (TMC): For purposes of this RFP, a Travel Management Company (TMC) is a licensed travel agency that is awarded a contract by The Michigan State University System. aa. Travel Record: past/current reservation information, including complete itineraries. bb. University: All institutions that comprise the Michigan State University System. cc. University Data: Any data or information that the supplier creates, obtains, accesses (via records, systems, or otherwise), receives (from the University or on behalf of the University by an authorized user), or uses in the course of its performance of the contract which include, but not be limited to: social security numbers; credit card numbers; any data protected or made confidential or sensitive by the Family Educational Rights and Privacy Act, as set forth in 20 U.S.C. §1232g ("FERPA"), the 18 Gramm-Leach- Bliley Act, Public Law No: 106-102, or any other applicable federal or Michigan law or regulation dd. MSU: Michigan State University System. 3. General Requirements – Submittal Details a. Twelve (12) hard copies of the completed proposals, including the signed original, may be mailed, delivered by supplier or by a third-party/courier service in a sealed envelope or package with the RFP number on the outside. The finalist presentation time limit will be set at 65 minutes. b. Two (2) copies of the proposal must be submitted on a USB Flash Drive: One (1) copy of the proposal must be submitted on a USB Flash Drive in its entirety. This Flash Drive must also include a second (2nd) copy of the Proposal with all proprietary information removed and clearly marked as such. Proposals must be received, and date/time stamped prior to 2:00 p.m. ET on the stated proposal due date. Any proposal received after that date and time shall be considered late. Late proposals shall be rejected. c. Proposals must be delivered to: i. Bradley L. Hewitt, PH.D. ii. Athletics & Specialty Procurement iii. (517) 884-6171 | hewittb3@msu.edu iv. Michigan State University v. University Procurement and Logistics vi. 166 Service Rd., East Lansing, MI 48824 d. Receipt of a proposal by the University mail system does not constitute receipt of a proposal by the Purchasing Office, for purposes of this RFP. i. To ensure confidentiality of the document, all proposals must be packaged, sealed, and show the following information on the outside of the package: ii. Supplier's name and address iii. Request for proposal title (RFP: Travel Management Services) iv. Request for proposal number (INSERT PROPOSAL NUMBER HERE) v. Proposal due date April 13, 2023, 2:00 PM EST e. An original plus 1 copy of the Cost Proposal (Section C, No. 1) must be sealed and submitted as a separate part of the proposal. The outside of the envelope must be clearly labeled with the words “Cost Proposal, RFP (Name of RFP)” and name of the vendor and due date. The cost proposal is due to the addressee on the due date and time noted above. One (1) copy of the cost proposal must also be submitted on USB Flash Drive. 4. General Requirements – Additional Submittals a. Supplier must submit a complete operating statement or annual report as of your last fiscal year of operations. Certification of this report by a Certified Public Accountant may be required. 19 b. The Supplier shall list and describe any claims or lawsuits that have been made against your company for non- performance or inadequate performance as a provider of Travel Management Services or similar venue. 5. General Requirements – General and Technical Employee Travel Services a. Supplier is expected to provide – the following Business Requirements in the proposed solution. i. The University requires the operation of an ARC and IATA accredited travel agency or travel management company. ii. The University requires the TMC Partner Elite accreditation. iii. MSU requires full-service reservations upon request, in accordance with MSU policies and standards, including but not limited to: Domestic and International individual or group air, lodging, car, and rail, with quotes and/or itinerary supplied via the internet, US Mail, fax, and/or email. iv. MSU requires duplicate e-receipts upon request and at no additional charge, when the original has been lost or misplaced, including online itinerary retrieval. MSU requires an assigned agent team to be staffed from 7am – 8pm, Monday through Friday (excluding holidays). The dedicated team shall be well versed in the MSU travel policies and procedures. There shall be one agent team lead or supervisor that manages the agent team, and they shall participate in regular calls with the University (typically 2 times per month). The dedicated agent team shall have its own toll-free number and non-toll-free number for international calls. During non-core business hours, all calls should be transferred to an after-hour’s service, and the message shall inform the caller that they have reached the MSU dedicated after-hours services. b. Supplier is expected to provide – Concur Corporate Self-Booking Tool (SBT) in the proposed solution: i. The University is directly contracted with Concur Request, Travel and Expense modules. The selected company is required to provide full integration and implementation support, and ongoing support as needed. The supplier will assist the user in completing the reservation when the user is unable to complete the reservation self-service. (Available 24 hours per Day) ii. The University requires that a customer service number for the University account be provided which is accessible by toll free telephone number for all fulfillment related purposes. The toll-free number will allow immediate access to a reservation agent to perform reservation support during core business hours (8 a.m. to 5:00 p.m. C.S.T.) at no additional fee per call. iii. MSU requires a customer service number for the MSU account which is accessible by toll free telephone number which will allow immediate access to a reservation agent to perform emergency itinerary changes or other reservation assistance outside core business hours. 20 iv. Contractor shall be responsible for ensuring that any subcontractor providing 24-hour after hours or emergency service complies with all conditions of the contract. v. In the event of emergencies (e.g., Presidential-declared disasters, evacuations, floods, hurricanes, etc.), MSU requires maintenance of all operations necessary to support MSU. This includes facilitating alternative methods of transportation and relocation of personnel for lodging. vi. MSU requires SBT technical support be provided through online (email) and toll- free telephone number. The "help desk" and “helpline” must be staffed during core business hours of 8 a.m. - 5 p.m. E.S.T., Monday – Friday for response to questions received about the use and programming of the SBT. Supplier must permit unlimited support of the SBT with no additional fees. This includes adding and removing car and hotel reservations to an existing reservation. vii. MSU will not be assessed, or authorized users charged, any additional fees, taxes, surcharges (i.e., merchant fees) in conjunction with credit card payments. viii. MSU requires that communication between the SBT, back-end systems and/or any MSU systems be done via secure protocols, such as 128-bit SSL v3 encryption. c. Supplier is expected to provide the following Business Requirements – Reporting i. MSU requires the delivery of monthly travel management reports, at minimum, detailing the following: 1. Summary of all tickets/reservations and how booked (SBT, full-service, agent assisted, etc.), including year-to-date totals. 2. Summary of service fees charged by type (self-booking, full service, etc.) 3. Itinerary/trip detail by traveler, and school, account number, or business unit 4. Business rule/policy exceptions 5. Program Value and Savings – including benchmarked savings of the MSU System’s discounted rates versus published rates (voids, salvaged, supplier discount/contracts use/savings, average ticket price, airfare reductions, other waivers/favors) 6. Expiring/Unused Tickets 7. Travel Arranger bookings by traveler 8. Hotel Compliance Report a. Contracted hotels vs. non-contracted b. Any hotels booked over per diem rate by city. c. Rate Access Codes used in bookings. ii. MSU requires quarterly reporting and an annual performance review based on quality and quantity of performance measures. iii. MSU requires the use of an accounting system and processes to maintain and archive MSU travel records and PNR information for later access. A minimum archival access of seven (7) years is required. d. Supplier is expected to provide – Account Management 21 i. The University requires an account management team be assigned to the MSU System, including: 1. 30% of fulltime employee equivalent Account Manager, to oversee all MSU Travel Program and Employee Travel Program action items for the first two years, and up to 20% of a fulltime employee equivalent each year after. 2. A Primary and Backup Account Manager shall be assigned. The Backup should be prepared to take on Primary Account Manager responsibilities when requested/necessary. 3. The combined Primary and Backup Account Management staff shall total no less than the 30% and 20% as outlined above. 4. Support Staff to provide essential Travel Customer Service during mutually agreed upon hours of operation. 5. MSU requires a staff of accredited travel agents and account representatives for domestic and international travel to provide 24x7x365 after-hours customer service and Concur SBT support via a toll-free phone number. e. Supplier is expected to provide – Billing. i. supplier must have the ability to accurately bill, by service type, traveler, department/school/business unit invoicing as defined above, monthly on a centralized bill delivered to MSU Procurement. f. Supplier is expected to provide – Duty of Care i. MSU requires the travel agency to have the capability to report and track where our employees and students are at any given point in time (historically, currently, and future dates) by location. We request 10 licenses to any dashboard or portal so that numerous employees from each campus are. g. All personnel from potential bidders, or the selected 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/ 6. Additional Considerations a. The University is seeking the most economical and effective way to deliver travel services to its constituencies. With that in mind and noting that the possibility exists for a multiple award, please detail any financial incentives (additional discounts, etc.) and efficiencies offered to the University, should we elect to award both portions of the RFP to a single supplier. b. Provide a list of any consortium agency is a member of. c. Provide audited financial statement. d. Awarded contractors must be willing to migrate active profiles and PNR (Passenger Name Records) from outgoing contractors as requested. 7. Term https://msu.edu/together-we-will/ 22 a. It is the intent of the University to commence the resulting contract on or about January 1, 2024. b. The contract shall be effective on the date indicated on the contract and shall run through December 31, 2029, with three (3) automatic one (1) year renewal options. This contract shall automatically be extended each year from the initial year unless MSU Administration Procurement is notified in writing by the Contractor; or notifies the Contractor in writing, 180 calendar days prior to January 1 of each contractual year of service. c. The University may discontinue this contract, in whole or in part, without penalty at any time due to non- appropriation of funds or documented ongoing performance deficiencies. 8. Communications – Immediate communications are required with the contractor. 24/7 365 days a year. 9. Terms of Payment – Acceptance of MSU Payment Policy 2.75% discount 10 days, Net 30 is expected. 10. Invoicing Procedure a. Unless otherwise agreed to in writing by the University, invoice payment terms shall be. b. The Contractor shall invoice for completed statements of work or milestones achieved in longer statements of work. c. Invoice Requirements - Every invoice must show. i. Company Name ii. Purchase Order Number iii. Remit Address 23 PRICING & INFORMATION REQUIREMENTS The Respondent shall complete both grids below. MSU will be scoring and awarding based on the per transaction fee with the first grid with estimated volume. MSU is asking for an additional pricing proposal as well on a blended rate, to include only two standard transaction fees. One fee for internarial airline tickets and one fee for domestic airline tickets regardless of how individuals’ book (online/agent) and for no other transaction fees (no after hour calls, no annual fees, no hotel or car transaction fees, ext.) Employee Services: MSU has used actual numbers from our current travel agency, except on a few occasions that were estimates. Critical notes: the pricing proposed below (in both proposals) must include or consider an “all-inclusive pricing” model. MSU will not be paying for account management fees, implementation fees, any profile transition, unused ticket transition fees, implementation staff hours provided by the Contractor, annual technology, or license fees, reporting fees, duty of care access/license fees, or rate loading fees. Keep in mind we have airline contracts (currently 5), preferred hotel agreements – chain wide and local (about 75 hotel agreements), as well as preferred car rental contracts (currently 3). MSU asks your company to include 40 hours of customized programming hours per year to assist with any customized programming needed. In order to maintain all active profiles, the contractor is required to budget an integration from MSU Concur system into contractor’s profile/GDS system. Pricing submittals must be signed. Service Number of Transactions Cost Per Transaction: Total Transaction Fee(s): Online Air Domestic 5,600 Online Air International 1,260 Online car/hotel only (both domestic and international) 3,100 N/A We are requiring no charge for this fee and should be considered when developing air transaction pricing. Talk to agent about a reservation made through online booking tool or adding/modifying car/hotel to online booking (both domestic and international) 210 N/A We are requiring no charge for this fee and should be considered when developing air transaction pricing. Working on any messages added to notes in online booking This should be included in online assisted N/A We are requiring no charge for this fee and should be considered when developing air transaction pricing. Agent airline seat upgrades (Est.) - MSU Policy allows for Premium Economy upgrades on 5 + hour flights (Est.) 100 Online rail ticket 110 Change the air portion of existing reservation originally booked online ticket (Est.) 400 Agent air domestic (if group air pricing differs, list separately) (Est.) 4,000 Agent air international (if group air pricing differs, list separately (Est.) 1,200 Agent rail ticket 170 Agent car/hotel booking (Est.) 1,100 N/A We are requiring no charge for this fee and should be considered when developing air transaction pricing. Frequent flyer/ reward program air ticketing 0 N/A This item will not be scored Leisure/Companion air domestic (non-University business travel) (Est.) 150 Leisure/Companion air international (non-University business travel) (Est.) 200 24 Cancelation of an airline ticket- online (Est.) 1,600 Cancelation of an airline ticket– agent booked (Est.) 750 Void of an airline ticket (Est.) 1,500 N/A We are requiring no charge for this fee and should be considered when developing air transaction pricing. Emergency Service call (Est.) Those considered outside core hours M-F 7am to 8pm EST. 72 Total: The signature below confirms that this proposal is valid for 180 calendar days after the due date, the product and services quoted comply with all requirements of RFP #725360. Supplier Signature: Name: _____________________________ Title: Company: ____________________________ Date: Blended rate (This Section will not be scored): MSU may elect to rollout a “blended all-inclusive rate” at some point during the Contract. MSU requests a blended all-inclusive rate, where MSU would only be paying a transaction fee for airline reservations (one rate for domestic and one rate for international) and no other fees. Please complete your rate offerings: Blended online and agent “all inclusive” rate Proposed Transaction Fee Domestic Airline Ticket International Airline Ticket The signature below confirms that this proposal is valid for 180 calendar days after the due date, the product and services quoted comply with all requirements of RFP #725360. Supplier Signature: Name: _____________________________ Title: Company: ____________________________ Date: 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 25 of 39 “Draft” MASTER SERVICE AGREEMENT Please refer to Section 8 of the RFP Instructions when reviewing the Master Service Agreement terms and conditions. This Master Services Agreement (this “Agreement”), entered into as of [January 1,2022 (“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 The term of this Agreement shall commence on the Effective Date and shall continue for a period of three and 1⁄2 (3) years, unless earlier terminated in accordance with paragraph 14 (the “Term”). This bid may be extended for one or two additional years with the approval of the Spartan Spirit Shop and the MSU purchasing department. 1.1 Any extension of the Term will be subject to mutual written agreement between the parties. 2. SERVICES 2.1 Supplier shall provide to MSU the services set forth in the Statement of Work, attached as Schedule A to this Agreement (the “Statement of Work”). For each individual project, University will issue Supplier a release number (“Release Number”) identifying the specific services to be performed and the location of such services (together with the requirements set forth in the Statement of Work, the “Services”). 2.2 Unless otherwise set forth in Statement of Work or an individual Work order, 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 Statement 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 notice of such breach, MSU may, at its option, terminate the Agreement (or an individual Work Order) by serving written notice of termination in accordance with Section 14.2. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 26 of 39 (b) In the event the Agreement (or an individual Work Order) 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 any materials and equipment (collectively, “Materials”) to the locations designated by MSU by the delivery date specified in a Work Order. 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 Unpacking and Assembly of Materials. (a) Supplier must unpack and assemble all Materials at the locations specified in the Work Order. Where necessary to complete assembly, 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 assembly, Supplier must provide MSU with written notification that the Materials are ready for use. (b) Supplier must leave all work areas clean once assembly is complete, which includes removing and disposing of all packing materials. (c) All costs associated with the unpacking and assembly services described in this Section are to be borne by Supplier. 4.3 Manufacturer Warranty for Materials. 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, 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 27 of 39 including but not limited to any deliverables set forth in the Statement 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 7. PAYMENT 7.1 MSU will pay the fees set forth in the Statement of Work (the “Fees”) in accordance with this Section 7 and any payment milestones set forth in the Statement of Work or Work Order. Standard RFP and RFQ terms are 2.75% discount 10 days, Net 30 7.2 Supplier’s invoices must conform to the requirements set forth in the Statement 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 Statement 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 Statement 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 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 28 of 39 shall MSU reimburse Supplier for any such costs or expenses. If the Statement 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. 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, though, 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 http://www.ctlr.msu.edu/COTravel/ReimbursementChart.aspx 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 29 of 39 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. 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. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 30 of 39 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. 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. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 31 of 39 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 $1,000,000 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) Pollution Liability Insurance with limits no less than $1,000,000. 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 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. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 32 of 39 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 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. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 33 of 39 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 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 https://usd.msu.edu/common/documents/criminal-back-ground-check.pdf 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 34 of 39 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. 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. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 35 of 39 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: 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 36 of 39 SCHEDULE A Statement of Work TBD Exhibit 1 to SOW – Pricing Acceptance of MSU Payment Policy 2.75% 10 days, Net 30 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 37 of 39 Exhibit 2 to SOW DESIGNATION OF CONFIDENTIAL AND PROPIETARY INFORMATION RETURN THIS PAGE WITH PROPOSAL THE ATTACHED MATERIAL SUBMITTED IN RESPONSE TO Proposal No. 725360 includes proprietary and confidential information which qualifies as trade secret, as defined in MSU MSA page 20. We request that the following pages not be released: Section Page# Topic IN THE EVENT THE DESIGNATION OF CONFIDENTIALITY OF THIS INFORMATION IS CHALLENGED, THE UNDERSIGNED HEREBY AGREES TO PROVIDE LEGAL COUNSEL OR OTHER NECESSSARY ASSISTANCE TO DEFEND THE DESIGNATION OF CONFIDENTIALITY. This does not apply to Proposal or Proposal prices. Prices are always open. Other information usually cannot be kept confidential unless it is a trade secret. Trade secret is defined on page 24 of MSU MSA. The undersigned agrees to hold the state harmless for any damages arising out of the release of any materials unless they are specifically identified above. Name Authorized Representative Company Name Signature Authorized Representative Date 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 38 of 39 Exhibit 3 to SOW Michigan State University Addendum for PCI Service Providers this will be provided to awarded vendor. 40FOR07 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 39 of 39 Exhibit 4 to SOW