Drug and Alcohol Testing Program Services

expired opportunity(Expired)
From: Michigan State University(Higher Education)
752012

Basic Details

started - 30 May, 2023 (10 months ago)

Start Date

30 May, 2023 (10 months ago)
due - 14 Jul, 2023 (8 months ago)

Due Date

14 Jul, 2023 (8 months ago)
Bid Notification

Type

Bid Notification
752012

Identifier

752012
Michigan State University

Customer / Agency

Michigan State University
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40FOR08 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 1 of 18 REQUEST FOR QUOTE RFQ#REQ752012 Drug & Alcohol Testing Program Services RFQ Timeline RFQ Issue Date: Jun 8, 2023 Deadline for Respondent Questions to MSU: Jun 23, 2023 MSU to provide question answers Jun 30, 2023 RFQ Response Due Date: Jul 14, 2023, 5:00 pm Eastern Estimated Contract Award TBD, 2023 RFQ Contact Name: Hatice Yalcindag Email: Yalcinda@msu.edu Phone: (517) 884-6157 DESCRIPTION: Michigan State University (the “University” or “MSU”) is soliciting quotes through this Request for Quote (“RFQ”) for the purpose of Drug & Alcohol Testing Program Services for MSU Infrastructure Planning Facilities Power & Water Department. The requested services are more thoroughly described under the Scope of Quote Section of this RFQ. Firms intending to respond to this RFQ are referred to herein as a “Respondent” or “Supplier.” 40FOR08 |
Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 2 of 18 QUOTE INSTRUCTIONS 1. QUOTE PREPARATION. The University recommends reading all RFQ materials prior to preparing a quote, particularly these Quote Instructions. Respondents must follow these Quote 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 RFQ within the quote. Include the Respondent’s company name in the header of all documents submitted with your quote. Document Description Response Instructions Cover Page Provides RFQ title and number, important dates, and contact information for MSU Informational Quote Instructions Provides RFQ instructions to Respondents Informational Respondent Information Sheet Company and Contact Information, and Experience Respondent must complete and submit by quote deadline Scope of Quote Describes the goods and/or services sought by MSU under this RFQ Respondent must complete and submit by quote deadline Pricing Pricing for goods and services sought by the University through this RFQ Respondent must complete and submit by quote deadline MSU Standard Terms and Conditions Provides legal terms for a contract awarded through this RFQ Deemed accepted by Respondent unless information required in Section 8, MSU Standard Terms and Conditions is submitted by proposal deadline 2. EXPECTED RFQ TIMELINE. Activity Date RFQ Issue Date: Jun 9, 2023 Deadline for Respondent Questions to MSU Jun 23, 2023 MSU to provide question answers Jun 30, 2023 RFQ Response Due Date: Jul 14, 2023, 5:00 pm Eastern Estimated Contract Award TBD, 2023 3. CONTACT INFORMATION FOR THE UNIVERSITY. The sole point of contact for the University concerning this RFQ is listed on the Cover Page. Contacting any other University personnel, agent, consultant, or representative about this RFQ may result in Respondent disqualification. 4. QUESTIONS. Respondent questions about this RFQ must be submitted electronically by email to the contact listed on the cover page of this RFQ. 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 RFQ at any time. Modifications will be sent via email. This is the only method by which the RFQ may be modified. 40FOR08 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 3 of 18 6. DELIVERY OF QUOTE. The Respondent must submit its quote, all attachments, and any modifications or withdrawals electronically via email to the contact listed on the cover page of this RFQ. The price quote should be saved separately from all other quote 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 quote as required may result in disqualification. The quote and attachments must be fully uploaded and submitted prior to the quote deadline. Do not wait until the last minute to submit a quote. The University may not allow a quote to be submitted after the quote deadline identified in the Cover Page, even if a portion of the quote was already submitted. 7. EVALUATION PROCESS. The University will convene a team of individuals from various Departments within MSU to evaluate each quote 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 quote; conduct interviews, research, reference checks, and background checks; and request additional price concessions at any point during the evaluation process. 8. MSU STANDARD TERMS AND CONDITIONS. The University strongly encourages strict adherence to the terms and conditions set forth in the MSU Standard Terms and Conditions. The University reserves the right to deem a proposal non-responsive for failure to accept the MSU Standard Terms and Conditions. Nevertheless, the Respondent may submit proposed changes to the MSU Standard Terms and Conditions 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 MSU Standard Terms and Conditions. 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 quote if the University determines the quote is not clear. Failure to respond to a Clarification Request timely 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 RFQ process at any time for any or no reason. The issuance of an RFQ, your preparation and submission of a quote, and the University’s subsequent receipt and evaluation of your quote does not commit the University to award a contract to you or anyone, even if all the requirements in the RFQ are met. c. Consider late quotes if: (i) no other quotes are received; (ii) no complete quotes are received; (iii) the University received complete quotes, but the quotes 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 quote, if no other quotes are received. e. Disqualify a quote based on: (i) information provided by the Respondent in response to this RFQ; or (ii) if it is determined that a Respondent purposely or willfully submitted false or misleading information in response to the RFQ. 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 quote 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 RFQ. j. Enter into negotiations with one or more Respondents on price, terms, technical requirements, or other deliverables. 40FOR08 | Release date: 04/14/22 | This document is uncontrolled when printed or saved. | Page 4 of 18 k. Award multiple, optional-use contracts, or award by type of service or good. l. Evaluate the quote outside the scope identified in Section 7, Evaluation Process, if the University receives only one quote. 11. AWARD RECOMMENDATION. The contract will be awarded to the responsive and responsible Respondent who offers the lowest total cost to the University, as determined by the University. 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 quote will be considered an offer to do business with the University in accordance with its quote, including the Master Service Agreement, and that its quote 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 quote into the contract. This RFQ is not an offer to enter into a contract. This RFQ may not provide a complete statement of the University’s needs, or contain all matters upon which agreement must be reached. Quotes 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. 10FOR04 – Revised 05/02/22 RESPONDENT INFORMATION SHEET Please complete the following Information Sheet in the space provided: Information Sought Response Contact Information Respondent’s sole contact person during the RFQ 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 RFQ. 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 RFQ? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 2 Company name Contact name Contact role at time of project Contact phone 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 RFQ? 10FOR04 – Revised 05/02/22 Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) Experience 3 Company name Contact name Contact role at time of project Contact phone Contact email 1. Project name and description of the scope of the project 2. What role did your company play? 3. How is this project experience relevant to the subject of this RFQ? Start and end date (mm/yy – mm/yy) Status (completed, live, other – specify phase) 10FOR04 – Revised 05/02/22 SCOPE OF QUOTE 1. Introduction Michigan State University (MSU) Infrastructure Planning Facilities (IPF) Power & Water Department (“Owner”) is seeking proposals from Suppliers (“Supplier”) to provide Drug & Alcohol Testing Program services beginning January 1, 2024. The number of Owner employees who will be participating in the program is up to 60. 2. General Requirements 2.1 Online Portal • Supplier shall provide online access for drug & alcohol test requests and status reports. • Minimum available statuses: current, recollect, not current, pending, or ineligible. 2.2 Lab Collection and Test Sites • Sample collection and testing at SAMHSA Certified Labs. • Sample collection in accordance with DOT Urine Specimen Collection Guidelines including, but not limited to, use of split samples and formal chain of custody. • Collection / lab sites local to Owner’s site. 2.3 Drug Testing • Ten (10) panel drug testing via urine sample. See criteria in Appendix A. • Unused portion of split sample to be maintained in laboratory for at least thirty (30) days following date of test. • Test results report withing 24-72 hours. 2.4 Alcohol Testing • Approved evidential breath testing devices (EBT) and non-evidential devices for conducting alcohol testing on NHTSA’s Conforming Product List to determine Blood Alcohol Content (BAC). • BAC results of 0.02% or more will be considered positive. 2.5 Program Administration Provide program administration including, but not limited to: • Online portal administration. • Medical Review Office/Officer. • Management of Random testing program. • Sample collection site / lab testing contracts. • Test status and result reporting. 2.6 Medical Review Officer • Reviews and verifies positive test results. • Notifies Owner and tested employee of a positive test. • Advises positive tested employees of their right to request a second test of the split sample, at employee’s cost. • Refers employees who test positive to appropriate medical evaluation and makes recommendations. 10FOR04 – Revised 05/02/22 • Participates in employee return-to-work decisions as required, noting employee’s ability to return to work with or without restrictions. 2.7 Confidentiality • All test results shall be considered medical records and held confidential to the extent permitted by law. 2.8 Training • Provide initial and refresher reasonable suspicion training for Owner’s supervisors. 3. Types of Testing 3.1 Initial or pre-employment • Urine 10-panel drug testing. 3.2 Random • Urine 10-panel drug testing and alcohol testing. • Via computer-generated, random-number generator. • Pool and notification managed by Supplier. 3.3 Periodic • Urine 10-panel drug testing. • All employees will be tested a minimum of once every 12 months. • Random test shall be counted as required annual test if it occurred within the previous 12 months. 3.4 Reasonable Suspicion • Urine 10-panel drug testing and/or alcohol testing. 3.5 Post-accident • Urine 10-panel drug testing and/or alcohol testing. 3.6 Return to Work • Urine 10-panel drug testing. 10FOR04 – Revised 05/02/22 3.7 MRO-Directed • Follow-up for positive test results or at the discretion of the MRO. 4. Owner’s Scope • Adding or deleting Owner’s employees in Supplier’s online portal. • Issuing of drug or alcohol test required notices via Supplier portal for all testing notifications except Random which shall be managed by Supplier. 5. Optional Scope 5.1 Safety Training • Supplier provided online safety training modules. • Ability for Owner to add safety training modules into Supplier’s online safety training module system. • Tracking and reporting of safety module training status for both Supplier provided online modules and non- Supplier provided online training modules. 5.2 Reasonable Suspicion Training for Supervisors • Supplier provided online reasonable suspicion training module. 5.3 Contractors • Ability for Owner’s contractors to register companies and contract employee drug & alcohol testing status in Supplier’s online portal associated with Owner’s facilities. • Owner ability to access contractor/contract employee drug & alcohol testing status for those registered to work at Owner’s facilities. • Card identification system demonstrating participation and status in the Supplier’s drug & alcohol testing program. 6. Supplier Proposals 6.1 Proposals Supplier proposals shall comply with this Request for Proposal. Supplier proposals shall include, but not be limited to: • Proposed Supplier Drug & Alcohol Testing Program description and services. • Description of urine sample collection process including, but not limited to, procedures or restrictions to prevent donor access to items that could be used to adulterate, substitute, or dilute the specimen (e.g. soap, disinfectants, cleaning agents, water). • Clarifications and exceptions to this Scope of Work or the agreement Terms & Conditions, if any. • Map and list of collection sites / labs within 30-minutes of Owner’s site. • Map and list of collection sites / labs within 60-minutes of Owner’s site. • Map of collection sites / labs in Michigan. • Map of collection sites / labs in the United States. • Proposed pricing. 10FOR04 – Revised 05/02/22 PRICING Please include a Pricing quote table as follows for the services described in the scope. Item Price Drug & Alcohol Testing Program ($/test) Optional Scope 5.1: Safety Training ($/module/person) Optional Scope 5.2: Reasonable Suspicion Training for Supervisors ($/module/person) Optional Scope 5.3: Contractors Other (describe) Other (describe) Services are to begin January 1, 2024. Supplier shall bill monthly for services provided. Payments shall be Net 30. Michigan State University Terms and Conditions shall apply. 10FOR04 – Revised 05/02/22 MSU Standard Terms and Conditions Services 1. Applicability. These Standard Terms and Conditions (“Terms and Conditions”) apply to Michigan State University’s (“University”) purchase of services (“Services”) specified on the face of the purchase order (the “Order”) from the party to whom the purchase order is addressed (the “Supplier”)(these Terms and Conditions, the Order, and any exhibits or attachments agreed to in writing by University are collectively referred to as the “Agreement”). If there is a conflict between documents, the order of precedence is: (a) first, these Terms and Conditions; (b) second, the Order; and (c) third, any exhibits or attachments to the Order agreed to in writing by the University. “Supplier” includes Supplier’s employees, officers, directors, agents, and sub-contractors. “University” includes University’s employees, officers, directors, trustees, students, agents, and contractors. University and Supplier are sometimes referred to herein individually as a (“party”) and collectively as the (“parties”). 2. Services. Supplier shall provide the Services pursuant to the Order at the prices set forth therein. These Terms and Conditions will apply at all times to the provision of Services and the Order. 3. Warranty. Supplier warrants that all Services: (a) are performed by individuals with the requisite skill, experience and qualifications necessary; (b) comply with representations in Supplier’s advertisements, correspondence, or RFP response; (c) comply with applicable laws, regulations, ordinances, or codes; and (d) are not restricted by, or infringe upon, rights of third parties. These warranties shall survive inspection, acceptance, and payment by University. Supplier represents that it is not debarred or suspended or listed on the General Services Administration’s List of Parties Excluded from Federal Procurement or Non- procurement Programs. Supplier will notify University if it is debarred or suspended during the term of this Agreement. Supplier will correct any breach of warranty at Supplier’s sole expense. University does not waive any warranty by acceptance of goods, services or payment, and reserves all rights and remedies. 4. Payment Terms. Supplier shall issue an invoice to University upon completion and acceptance of the Services in accordance with the requirements set forth in the Order. Invoices are due and payable by the University, in accordance with the University’s standard payment procedures, which is 30 days after receipt of invoice, provided the University determines that the invoice was properly rendered. In the event of a payment dispute, University shall deliver a written statement to Supplier no later than five (5) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the Order notwithstanding any such dispute. 5. Setoff. Without prejudice to any other right or remedy it may have, University reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by University to Supplier 6. Tax Exempt Status. The University is a tax-exempt institution, granted such status by authorized taxing units of the State of Michigan, and is exempt from Federal Excise Tax and Michigan General Sales Tax (see Michigan Public Act 167 of 1933, section 4 as amended). 7. 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. 10FOR04 – Revised 05/02/22 8. Termination. The University may terminate this Agreement in whole or in part at its convenience upon 30 days’ notice to Supplier. Upon notice of such termination, and subject to its Transition Responsibilities under Section 14 below, Supplier shall immediately stop all work related to this Agreement. Supplier shall be paid a reasonable charge for Services satisfactorily provided or performed. In no event shall Supplier be paid for costs incurred or Services performed after receipt of notice of termination, or for costs that reasonably could have been avoided. University may terminate the Agreement in whole or in part for cause upon seven (7) days written notice if Supplier fails to comply with any material term or condition. In the event of such termination, the University will not be liable for any damages; and reserves all rights and remedies and Supplier shall be liable to the University for all losses, damages, and expenses, including, without limitation, the excess cost of re-procuring similar services; and amounts paid by the University for any items the University has received but returns to Supplier. Any reference to specific breaches being material breaches within this Agreement will not be construed to mean that other breaches are not material. If a determination is made that the University improperly terminated the Agreement for cause, then the termination shall be deemed to have been for the University’s convenience. 9. Indemnification. Supplier shall defend, indemnify and hold harmless University and University’s respective Board of Trustees, officers, employees, and agents (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Services provided by Supplier or Supplier’s negligence, willful misconduct or breach of these Terms and Conditions. Further, Supplier shall, at its expense, defend, indemnify and hold harmless University and any Indemnitee against any and all Losses arising out of or in connection with any claim that University’s or Indemnitee’s use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Supplier enter into any settlement without University’s or Indemnitee’s prior written consent. 10. Removal of Supplier Personnel. If any Supplier personnel repeatedly fails to perform in a competent manner or is found to be unsuitable for the work, in the University’s sole discretion, and the University notifies Supplier that such Supplier personnel is no longer acceptable to the University, citing the grounds and specific supporting facts, then, after written notification from the University, Supplier shall no longer schedule the Supplier personnel to provide or support Services for the University under this Agreement or any other agreement with the University. 11. University Data. “Data” means any and all electronic or other information that is collected, used, processed, stored, or generated as the result of the Services. Data may include but is not limited to, information that is: (i) identified with a specific individual (e.g., “personally identifiable information” or “PII”); (ii) subject to proprietary rights under patent, copyright, trademark, or trade secret law; (iii) privileged against disclosure in a civil lawsuit (e.g., data subject to attorney-client or doctor-patient privileges); (iv) subject to laws, regulations, rules or standards that prohibit or limit disclosure (e.g., the Family Educational Rights and Privacy Act (“FERPA”), the Export Administration Act (“EAR”), the International Traffic in Arms Regulations (“ITAR”), the Health Insurance Portability and Accountability Act (“HIPAA”), the Genetic Information Nondiscrimination Act (“GINA”), the Gramm-Leach-Bliley Act; and the Payment Card Industry Security Standards Council requirements); or (v) ought in good faith to be treated as sensitive, proprietary, or confidential. a. Prohibition of Unauthorized Use of Data. Supplier agrees to hold Data in strict confidence. Supplier shall not use or disclose Data received from or on behalf of the University except as required by law, or as otherwise authorized in writing by the University. Supplier agrees that any and all Data exchanged shall be used expressly and solely for the purposes enumerated in the Agreement. Data shall not be distributed, repurposed, or shared across other applications, environments, or business units of Supplier, or passed to other vendors or interested parties except on a case-by-case basis as specifically agreed to in writing by the University. University Data is and will remain the sole and exclusive property of the University and all right, title, and interest in the same is reserved by the University. b. Security Standards. If Supplier has possession of University Data, Supplier agrees that it will comply with all state and federal laws relating to data privacy and security, and at all times under the following standards: i. Network Security. Supplier shall at all times maintain network security that includes, at a minimum: network firewall provisioning, intrusion detection, and regular third party penetration 10FOR04 – Revised 05/02/22 testing of the network and all relevant computer/data storage devices. Upon University’s request, Supplier agrees to provide University access to its penetration test results and documentation of its network standards. If Supplier will process or hold payment card information, Supplier shall maintain network security that conforms to the latest PCI/DSS standards. ii. Data Security. Supplier shall protect and maintain the security of Data with protection that is at least as good as or better than that maintained by University. These security measures include maintaining secure environments that are patched and up to date with all appropriate security updates as designated, for example, by Microsoft notification. iii. Data Transmission. Supplier shall ensure that any and all transmission or exchange of Data with University and/or any other parties expressly designated by Purchaser shall take place by secure means, e.g., HTTPS or FTPS. iv. Data Storage. Supplier shall ensure that any and all Data will be stored, processed, and maintained solely on designated target servers and that no Data at any time will be processed on or transferred to any portable or laptop computing device or any other portable storage medium, unless that storage medium is in use as part of the Supplier’s designated backup and recovery process. v. Data Encryption. Supplier shall store and backup Data as part of its designated backup and recovery processes in encrypted form, using no less than 128 bit key encryption. c. Return or Destruction of Data. Upon cancellation, termination, expiration, or other conclusion of the Agreement, Supplier must, within 7 days of the University’s request, provide the University, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Supplier), an extract of Data in the format specified by the University. Once an extract of the Data has been provided to University, Supplier shall erase, destroy, and render unreadable all Data, including copies, in possession of Supplier, its subcontractors and agents and certify in writing that these actions have been completed within 30 days of the termination of this Agreement or within 7 days of the request of University, whichever shall come first. d. Notification of Network Data Breach. Supplier shall immediately report in writing to the University any network breach and/or use or disclosure of Data not authorized by the Agreement, including any reasonable belief that unauthorized access to Data has occurred. Supplier shall make the report to the University not less than two (2) business days after Supplier reasonably believes that there has been such unauthorized use or disclosure. Supplier’s report shall identify: (i) the nature of the unauthorized use or disclosure; (ii) the network element(s) and/or Data used or disclosed; (iii) who made the unauthorized use or received the unauthorized disclosure; (iv) what Supplier has done, or shall do, to mitigate any negative effect of the unauthorized disclosure; and (v) what corrective action Supplier has taken, or shall take, to prevent future unauthorized use or disclosure. Supplier shall comply with all applicable laws that require the notification of individuals in the event of unauthorized release of personally-identifiable information, or any other event requiring such notification (a “Notification Event”). The University may, in its sole discretion, choose to provide notice to any or all parties affected by a network or Data breach, but the Supplier shall reimburse the University for its costs in providing any credit monitoring or similar services that are necessary as a result of any network or Data Breach. 12. Confidentiality. Supplier shall keep confidential and not disclose to third parties any information provided by the University or by private individuals, organizations or public agencies during the course of this Agreement, including University’s Data, unless Supplier has received the prior written consent of the University to make the disclosure or unless required by law or legal process. Only Supplier personnel with a need to know may have access to or use University Data. This obligation of confidentiality does not extend to information that is, or shall become through no fault of Supplier, available to the general public. Upon the completion or termination of this Agreement, Supplier shall immediately return all confidential information to the University or shall make other disposition of the confidential information as directed by the University. 13. Intellectual Property Rights. Supplier hereby acknowledges that the University is and will be the sole and exclusive owner of all right, title, and interest in the Work Product (defined below) and all associated 10FOR04 – Revised 05/02/22 intellectual property rights, if any. Such Work Product are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Work Product and related intellectual property do not qualify as works made for hire under the Copyright Act, Supplier will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the University, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Work Product, including all intellectual property rights therein. For purposes of this Section, “Work Product” means any and all reports, documents or other materials created by the Supplier for the University under the Order. 14. Insurance. While performing services under the Agreement, Supplier shall purchase and maintain the following insurance and shall include any subcontractor or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. a. Workers Compensation insurance, Coverage A, with limits statutorily required by any applicable Federal or state law and Employers Liability insurance, Coverage B, with minimum limit of $500,000 per accident. b. Automobile Liability insurance covering liability arising out of any owned, hired, and non-owned vehicles with minimum limit of $1,000,000 each accident and Personal Injury Protection as required by statute. c. 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. d. Professional Liability insurance for claims arising from negligent acts, errors or omissions by anyone providing professional services including but not limited to doctors, lawyers, architects, engineers, designers, appraisers and consultants. Minimum limit is $1,000,000 per claim and $3,000,000 annual aggregate. The insurance policies, except Workers’ Compensation and Professional Liability shall be endorsed to name Michigan State University, its Board of Trustees, agents, officers, employees, and volunteers as “Additional Insureds.” 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. In the event any insurance policy(ies) required by this Agreement is(are) written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of Supplier’s work or 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 the University. Supplier shall provide a minimum 30 days written notice to the University via certified mail of cancellation or non-renewal of policies required under the contract and a renewal certificate at least 15 days prior to expiration. Prior to commencing work or services Supplier shall furnish the University with certificates of insurance evidencing the required coverage, conditions, and limits required by this Agreement. 15. Transition Responsibilities. Upon termination or expiration of this Agreement for any reason, Supplier must, for a period of time specified by the University (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the University, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the University or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Services at the established rates set forth in this Agreement; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Services, training, reports and other documentation, to the University or the University’s designee; (c) taking all necessary and appropriate steps, or such other action as the University may direct, to preserve, maintain, protect, or return to the University all materials, data, property, and confidential information provided directly or indirectly to Supplier by any entity, agent, vendor, or employee of the University; (d) transferring title in and delivering to the University, at the University’s discretion, all completed or partially completed deliverables prepared under this Agreement as of the Agreement termination date; and (e) preparing an accurate accounting from which the University and Supplier may reconcile all outstanding accounts (collectively, “Transition Responsibilities”). This Agreement will automatically be extended through the end of the transition period. 16. Limitation of Liability. THE UNIVERSITY WILL NOT 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 THE UNIVERSITY’S AGGREGATE LIABILITY TO SUPPLIER UNDER THIS CONTRACT, 10FOR04 – Revised 05/02/22 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, EXCEED THE TOTAL AMOUNT OF PAYMENTS PAID BY THE UNIVERSITY TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. 17. Force Majeure. Neither Supplier nor the University shall be liable for failure to perform its respective obligations under the Agreement when failure is caused by fire, explosion, flood, act of God, civil disorder or disturbances, strikes, vandalism, war, riot, sabotage, weather and energy related closings, or like causes beyond the reasonable control of the party (“Force Majeure Event”). In the event that either party ceases 10FOR03 – Revised 05/02/22 to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, the party shall: (a) as soon as practicable notify the other party in writing of the Force Majeure Event and its expected duration; (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible, including, as applicable, abiding by the disaster plan in place for the University. In the event that any Force Majeure Event delays a party’s performance for more than thirty (30) calendar days following notice by the delaying party pursuant to this Agreement, the other party may terminate this Agreement immediately upon written notice. 18. Compliance with Laws. Supplier shall be responsible for compliance with any and all applicable federal, state and local laws, ordinances, regulations, and the University’s policies and rules, found at https://upl.msu.edu/procurement/policies-procedures/index.html, with respect to the provision of Services under this Agreement. Unless otherwise expressly provided for in the Agreement, Supplier shall obtain and comply with all permits, licenses and similar authorizations that are necessary to provide the Services. By merit of submitting a proposal, Supplier warrants and represents that it has all legally required licenses and permits needed to provide the Services. 19. Smoke and Tobacco Free Organization Effective as of August 15, 2016, MSU is a smoke and tobacco- free organization. Groups and/or individuals visiting MSU property are subject to MSU’s tobacco-free policy and ordinance. No person shall (a) smoke, or (b) otherwise use any product derived from or containing tobacco, on any property governed by the Board of Trustees of Michigan State University. Additional information can be found at http://tobaccofree.msu.edu/. 20. 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. 21. Federal Contract Compliance. 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. 22. Prohibited Equipment. 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. 23. 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 10FOR03 – Revised 05/02/22 Policy”), available at https://upl.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. 24. Freedom of Information Act. Nothing in this Agreement shall in any way limit the ability of the University to comply with any laws or legal process concerning disclosures by public bodies. Supplier 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”) and may be released to third parties in compliance with FOIA or any other law. 25. Use of the University Name, Logo and Marks. The University acknowledges that Supplier may make public statements regarding the existence of the contract, its terms and conditions and an accurate description of the products or services being supplied without the consent of the University. However, other than as permitted by the previous sentence, Supplier will not use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with the University, or the name of any representative of the University without the prior written permission of the University in each instance. 26. 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. 27. Independent Contractor. The relationship between the parties is solely that of independent contractors, not partners, joint ventures, employees, agents or otherwise. Neither will have any authority to bind the other in any manner, and will not represent or imply that it has such authority. 28. No Third Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in third parties or persons other than the named parties to this Agreement. 29. Assignment. Supplier may not assign this Agreement, nor any money due or to become due without the prior written consent of the University. Any assignment made without such consent shall be deemed void. 30. Amendment. This Agreement may not be amended except by signed agreement between the parties. 31. Notices. Any notice to either party must be in writing and will be delivered either personally, by electronic mail with confirmed delivery, by a recognized overnight courier service, or by the United States mail (first- class, certified or registered with postage prepaid, return receipt requested), to the other party at its address as set forth on the Order. 32. Severability. If any provision of this Agreement is invalid or unenforceable, the remainder of the provisions, or the application of such provisions to person other than those as to which it is held invalid or unenforceable, will not be affected and the remainder of the provisions will be valid and enforceable to the fullest extent permitted by law. 33. Assurance. If University determines in good faith that it is insecure with respect to Supplier’s ability or 10FOR03 – Revised 05/02/22 intent to fully perform, Supplier will provide University with written assurance of Supplier’s ability and intent to fully perform. Supplier will provide such assurance within the time and in the manner specified by the University. Supplier will immediately notify the University of any circumstances that may cause Supplier to fail to fully perform. Upon University’s good faith determination that Supplier cannot or will not perform, the University may deem the Supplier to have breached and may terminate the Agreement. 34. Survivability. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement. 35. Governing Law. Michigan law, without regard for choice of law considerations, will govern this Agreement. The Michigan Court of Claims or Federal District Court for the Western District of Michigan will hear any action arising out of this Agreement, and Supplier consents to jurisdiction in Michigan. 36. Entirety. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. NO TERMS ON SUPPLIER’S QUOTES, 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 THE UNIVERSITY FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY THE UNIVERSITY, EVEN IF ACCESS TO OR USE OF SUCH SERVICES REQUIRES AFFIRMATIVE ACCEPTANCE OF SUCH TERMS AND CONDITIONS. MICHIGAN STATE UNIVERSITY [Name of Supplier] Signature: Signature: Print Name: Print Name: Title: Title: Date: Date:

Angell Building 166 Service Rd. East Lansing, MI 48824Location

Address: Angell Building 166 Service Rd. East Lansing, MI 48824

Country : United StatesState : Michigan

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