MT DIABLO UNIFIED SCHOOL DISTRICT PURCHASING/WAREHOUSE DEPARTMENT 2326 Bisso Lane Concord, CA RFP NO DISTRICT WIDE COPIERS

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1 MT DIABLO UNIFIED SCHOOL DISTRICT PURCHASING/WAREHOUSE DEPARTMENT 2326 Bisso Lane Concord, CA RFP NO DISTRICT WIDE COPIERS DATE DUE: SEPTEMBER 27, 10:00 A.M. By: Joe Estrada Director of Technology & Information Services 1 P a g e

2 Mt. Diablo Unified School District NOTICE TO BIDDERS RFP No.1755 for District Wide Copiers Notice is hereby given that sealed proposals will be received by the Purchasing Department, until 10:00 a.m., September 27, 2016, at which time they will be publicly opened and read for furnishing and delivering: District Wide Copiers in accordance with the Mt. Diablo Unified School District, specifications and contract documents. Bids shall be delivered and addressed to the Mt. Diablo Unified School District, Purchasing & Warehouse Department, 2326 Bisso Lane, Concord, CA, 94520, and shall be labeled District Wide Copiers, RFP No Any Bidder who wishes their proposal to be considered is responsible for making certain that their proposal is received in the Purchasing Office by the proper time. No oral, telegraphic, electronic, facsimile, or telephonic proposals or modifications will be considered unless specified. Proposals received after the scheduled Proposal Submittal Deadline will be returned unopened. It is the responsibility of the Bidder to see that any proposal submitted shall have sufficient time to be received by the Purchasing Office before the Proposal Submittal Deadline. Late proposals will be returned to the Bidder unopened. The receiving time in the Purchasing Office will be the governing time for acceptability of proposals. Proposals will not be accepted by telephone or facsimile machine. Proposals must bear original signatures and figures. Proposal Documents and Specifications. Free proposal documents may be reviewed and/or downloaded from the Mt. Diablo Unified School District Website at: then go to Departments, Purchasing/Warehouse, Non-Construction Bids. The IP address is as follows: Please register through the District website at Select Purchasing, and click on Vendor Registration. If you have questions regarding this proposal, please call the Technology Department, Joe Estrada at (925) , ext Bid Security Bond. Each proposal shall be accompanied by a certified check, cashier s check, or bid bond duly completed on the form provided herewith by a guaranty company authorized to carry on business in the State of CA, in an amount equal to at least ten percent (10%) of the sum of the total amount proposal, including any options. 2 P a g e

3 Said bond is payable without condition to the Mt. Diablo Unified School District as a guaranty that the Bidder, if awarded the contract, will promptly execute the contract in accordance with and in the manner and form required by these contract documents. The Bid Security shall be forfeited to the Mt. Diablo Unified School District as liquidated damages if Bidder fails or neglects to furnish, execute, and deliver the contract in accordance with the specifications. Signature Joe Estrada Director of Technology & Information Services Published: Contra Costa Times 9/6/2016 & 9/13/ P a g e

4 SCOPE OF WORK The Mt Diablo Unified School District is calling for proposals to furnish rental replacement copiers with full service maintenance agreements at various sites throughout the District, in accordance with the following terms, conditions and specifications. The District intends to enter into a five (5) years straight rental agreement meeting District equipment specifications and with terms that are most favorable to the District. The District has established the needs of the end users as well as their current copier and its usage over the last few years. Spreadsheets detailing that information are included in this proposal package. (See exhibit A, site listings) Specifications The successful bidder will provide 81 total copiers each with the ability to scan, print, copy, and send print jobs to other copiers including copiers in the Print Shop. Each copier will have a finisher that can collate, staple, and sort. Each copier will use a standard universal print driver that can easily be installed on each workstation desiring to utilize the scan, print, copy, and send features. Each copier will also have Data Overwrite Security Systems (DOSS), and a Digital Power Filter (Surge Protector). The list of copiers is attached to proposal form. All copiers will have a minimum of four (4) paper drawers. The 60 CPM copiers will have a 2/3 hole punch unit, and a minimum paper capacity of 4,000+ sheets. The 90 CPM copiers will have a 2/3 hole punch unit, and a minimum paper capacity of 8,000+ sheets. The Copy Center Copier requires the saddle stich booklet making finisher. Note: with new technology copiers must be able to scan quality documents. EVALUATION PROCESS Criteria: The District purchasing department will evaluate the proposals provided by vendors. This evaluation will consist of the following components: A. Price analysis will include but is not limited to: 1) rental price, with all inclusive (except paper) maintenance costs; 2) equipment standardization; and, 3) subsequent annual maintenance costs. B. Response to vendor questionnaire: 1) comprehensiveness and readability of documentation provided by vendor; 2) acceptance of Mt. Diablo Unified School District's terms and conditions; 3) references; and 4) any other criteria as identified by the Mt. Diablo Unified School District. 4 P a g e

5 C. Following that evaluation, the District will evaluate the vendor s service capability. This evaluation will be: on the basis of the specified maintenance characteristics. District staff may inspect bidder service operation to determine conformity with the specifications. D. Vendor shall provide mid-volume and office copier equipment for the District Print Shop for testing. District Print Shop staff will test equipment without assistance of bidder personnel, i.e. sales representatives, nor will telephone inquiries regarding the testing be accepted. The District Print Shop will complete the attached Print Shop Evaluation. A score of 4.0 will be the minimum score to be responsive. E. Vendor shall provide mid-volume copier equipment for end user testing at one location to be specified by the District for a period of 10 working days. District will provide end users including: Print Shop Supervisor, Director of Technology & Information Services and Network Technician who will operate the equipment. When testing is completed, District staff will complete the attached Copier Evaluation form. An average score of 4.0 will be the minimum score for equipment to be considered. Vendor personnel are not to be involved in this process, nor will telephone calls regarding status of the testing be accepted. Criteria Weight Score Weighted Score Copier Demonstration unit performance evaluation rating (per attached eval form) 40 Total Copier and Service Proposal Cost 25 Sales and Service Presence/Experience 15 References 10 Response to RFP 10 Total Weighted Evaluation Ranking The above weights show the relative importance of individual criterion. The evaluation committee will use these criteria to score the proposals. 5 P a g e

6 District Contact Vendor contact during this proposal process is to be through the District Technology Department. The contact person is Joe Estrada, Director of Technology and Information Services, (925) , Ext Contract Period The District intends to enter into a maximum 60-month full-service maintenance contract. The funding for this contract will be subject to an approved annual budget. However, if funding is not forthcoming from the State of California said agreement will be terminated and the equipment returned to the vendor. A non-appropriation clause must be a part of the agreement. Stipulations The District requires replacements to be new, not remanufactured copiers. These copiers must equal or exceed the capabilities of the equipment being replaced. Specifications of the suggested equipment must be provided. All equipment must include copy auditors. The equipment proposal must be able to sustain normal operations in temperatures from 80 to 100 degrees Fahrenheit. No environmental changes will be made to accommodate the equipment at each site. The equipment must be able to sustain normal operations using a non-dedicated electrical system. The majority of the equipment being replaced is currently under a rental agreement until November 14, At the end of the 5-year rental period, the successful vendor will be responsible for the removal of all rental equipment. This will be coordinated with the Purchasing Department. The change over from the current copiers to the new copiers will commence upon award of the proposal, which is anticipated to be November 1, 2016 through October 31, During the contract period, the Purchasing Department or its agent has sole authority to request replacement, relocation, removal or new placement of copying equipment. The District reserves the right to upgrade or downgrade equipment at the cost indicated on the proposal form should it become apparent that a machine is not meeting the needs of the site. 6 P a g e

7 SERVICE REQUIREMENTS General Requirements The contractor(s) shall provide remedial maintenance service during Mt. Diablo Unified School District's normal working hours, 7:00 a.m. to 4:00 p.m., Monday through Friday, except on Mt. Diablo Unified School District holidays (in order to keep the equipment in good working condition). Preventative maintenance will be based upon specific needs of the individual equipment as determined by the manufacturer. Annual comprehensive preventative maintenance shall be accomplished each summer and after the regular school term ends. Contractors must provide a sole customer service contact person who will be responsible for the District and has the authority to solve problems in any area, i.e. service, parts, labor, or sales. On-call remedial maintenance shall be performed on an as needed basis as determined by the Mt. Diablo Unified School District. An adequate inventory of spare parts must be kept on hand by the contractor, and must be available for repairs as necessary to keep all copiers operating. Daily operation of school site equipment cannot be interrupted. All maintenance shall be performed by fully trained and qualified factory technicians. Copies metered during service calls by Vendor shall not be charged to Mt. Diablo Unified School District. Service logs must be made available to the District upon request. Response Time The maximum qualified preventative maintenance service technician on-site response time allowed under any contract shall be eight (8) normal working hours from the time of initial call from the Mt. Diablo Unified School District. Appointments must be made with the school sites in advance of a preventative maintenance service call. The maximum qualified emergency maintenance service technical on-site response time allowed from time of initial call from the Mt. Diablo Unified School District as the result of an emergency shall be four (4) hours. Emergency is defined as follows: A call from any department/school where the equipment is generally reported as down. This means that there are no copies being produced, i.e. continuous jamming, copies are not usable/readable, or critical auxiliary equipment is not functioning properly, i.e. document feeder and or collator is not functioning. 7 P a g e

8 Training The contractor(s) must provide in-school or office training for all potential users. Retraining must be offered to the school/office site on an annual basis for the term of the contract. Five (5) key operators (at a minimum) must receive on-site training. Onsite training is to include low level identification and correction of common problems. Liquidated Damages If the average service response times for any three (3) consecutive month period exceeds the minimum times as stated above plus 10%, a liquidated damages penalty will be assessed at the rate of $30 for each 30-minute period of time. Such penalties shall be deducted from any monies due or applied to future orders at the discretion of the Mt. Diablo Unified School District. The contractor will be granted an extension of time and will not be assessed with liquidated damages or the cost of engineering and inspection for any portion of delay in completion of the work before the time named in these contract documents caused by acts of God or of public enemy, fire, floods, epidemics, quarantine, restrictions, strikes, labor disputes, shortage of material and freight embargoes, or other causes beyond his/her reasonable control, provided that the Vendor shall notify the Director of Purchasing for the Mt. Diablo Unified School District, in writing, the causes of delay within fifteen (15) days from the beginning of any such delay. Qualifications of Bidders Bidders must furnish a Qualification Statement, completed and returned with their proposal. The District reserves the right to reject any bidder if investigation fails to satisfy the District that the bidder has failed to perform work as indicated in the proposal package to any other firm. Reimbursement The maintenance contract must reflect the cost per copy charge to include all supplies, consumables, parts and labor (excluding paper) including 45,000,000 copies per year. The District will be billed monthly for rental over the term of sixty months; once the 45,000,000 copies have been reached the rental invoices will include the cost of overages. Transportation Charges All transportation charges including: rigging, drayage, packing cases, packing and unpacking, shall be included in the delivery and installation charges as stated in the proposal. 8 P a g e

9 Delivery The equipment shall be delivered to various schools and locations within the District. The successful vendor must deliver the equipment as soon as possible after the award and installation must be completed by December 31, Start-Up Kit Copiers shall be delivered with two (2) standard units of each of the necessary supplies for initial set-up and operation of the machine, at no additional cost to the District. District Project Manager: The District s Project Manager shall be: Joe Estrada Director of Technology & Information Services Mt. Diablo Unified School District Concord, CA (925) , Ext 4094 estradaj@mdusd.k12.ca.us The District s Project Manager may, at any time during the term of the contract, appoint a designee or representative for the purposes of project management. Methodology for Customer Service Implementation Describe in detail your company s plan to provide the District with a complete customer service package that includes all aspects of customer service to include, but not be limited to: technical support, telephone support, order management, invoicing issues, training, returns, system failure issues, backorders, delivery problems, and procedure for substitution of discontinued items, defective merchandise and warranty issues. Describe your Company s mission statement that focuses on customer service and include your company s vision on how you see that applied to Mt. Diablo Unified School District as a preferred customer. Please describe your interest and goal in establishing a partnership with Mt. Diablo Unified School District as a leader in the community to support teaching and learning in the classroom. Any questions regarding this proposal should be submitted in writing either by or on company letterhead no later than the close of business on September 20, 2016, 4:00 p.m. Failure of any bidder to receive or examine any form, instrument, addendum or other proposal document shall in no way relieve any bidder from any obligation with respect to his proposal or to the contract. The submission of a proposal shall be taken as conclusive evidence of compliance with this condition. Failure to meet this condition may result in rejection of any proposal offered. 9 P a g e

10 Post Award Meeting Prior to performing any work or providing any services specified on this Contract, the Contractor may be required to meet with Purchasing staff for the purpose of reviewing the Scope of Work and services offered herein, determining milestones regarding the District s expectations, and to discuss any issues related to the execution of this Contract. Schedule of Activities The following outline is the anticipated schedule of activities for the solicitation of vendor responses for this Proposal: September 6, 2016 September 6 & 13, 2016 September 20, 2016 September 27, 2016 at 10:00 a.m. October 4-18, 2016 November 14, 2016 Distribution of Proposal Advertisement in Contra Costa Times Deadline for submitting questions Deadline to submit proposal (Proposal Opening) Proposal Evaluation Award of Contract by Board of Education 10 P a g e

11 Instructions to Bidders SECTION 1 - INSTRUCTIONS 1. Submitting Proposals. (a) The Proposal must be submitted on this form, in its entirety, (attachments accepted) in a sealed envelope with the wording District Wide Copiers, RFP number and closing date marked on the outside. (b) All documentation of unit pricing or other cost breakdowns as outlined in this Proposal must be submitted to support the total proposal price. (c) Proposals/corrections received after the closing time will not be opened. The Mt. Diablo Unified School District will not be responsible for proposals not properly marked and delivered. Upon award, all submissions become a matter of public record. Date Due. Proposals must arrive in the Purchasing Office, 2326 Bisso Lane, Concord, CA 94520, by the Date Due shown on the Proposal. Responsibility. Bidders are solely responsible for ensuring their Proposal is received by the Mt. Diablo Unified School District in accordance with the solicitation requirements, before the date and time specified in the PROPOSAL, and at the place specified. The Mt. Diablo Unified School District shall not be responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery. Delivery of Proposals shall be made at the office specified in the PROPOSAL. Deliveries made before the Date Due and time but to the wrong Mt. Diablo Unified School District office will be considered non-responsive unless re-delivery is made to the office specified before the Date Due and time specified in the PROPOSAL. Time for Receipt. Proposals shall be due by 10:00 a.m. on September 27, Proposals received after the date and/or time stated will be considered late and will not be considered for award. Extension of Due Date and/or Time. The Mt. Diablo Unified School District reserves the right to extend the Date Due and/or time when it is in the best interest of the Mt. Diablo Unified School District. 2. Preparation. All proposals must be typed or written in ink. Errors may be crossed out and corrected in ink, then initialed in ink by the person signing the proposal. 3. Firm Proposal. Bidders' prices shall remain firm for a period of ninety (90) days from the Date Due, unless otherwise specified in the Proposal. 4. Alternatives. Any changes or alternatives must be set forth in a letter attached to this proposal. The Mt. Diablo Unified School District has the option of accepting or rejecting your proposal. 5. Failure to Submit Proposal. Your name may be removed from the mailing list if the Mt. Diablo Unified School District receives no response to this proposal. 11 P a g e

12 6. Rejection. The Mt. Diablo Unified School District reserves the right to reject any or all of the proposals and to waive any informality in any proposal. The Mt. Diablo Unified School District reserves the right to reject the proposal of any bidder who has previously failed to perform properly, or complete on time, contracts of a similar nature, or to reject the proposal of a bidder who is not in a position to perform such contract satisfactory. The Mt. Diablo Unified School District expressly reserves the right to reject the proposal of any bidder who is in default of payment of taxes, licenses or other monies due to the Mt. Diablo Unified School District. 7. Awards. The Mt. Diablo Unified School District intends to award a five (5) year contract to the lowest, responsive and responsible bidder. Response will be considered acceptance of this term. Mt. Diablo Unified School District awards based on a best value as determined by cost and other criteria that may be requested in the specifications section such as references and previous performance on similar requests. The District will also consider the terms of payment discount as part of award criteria to determine the true lowest proposal. Such discount will be deducted from invoicing before payment. 8. Amendments/Modifications to Agreement. Any amendments/modifications to the terms and/or conditions of this agreement shall be as a written amendment/modification to the agreement and shall be signed by both parties.). Performance by the contractor will be considered agreement with the terms of this contract. 9. Payment. (a) Bidder shall state payment terms offered. (b) Payment will be made on the pay period after receipt and acceptance of goods and /or services and upon using department confirmation of such acceptance. 10. Bonds. Ten percent (10%) bid security bond is required. 11. On-Site Inspection. When deemed necessary by Mt. Diablo Unified School District, an onsite inspection date and time will be so designated. Bidder is responsible for inspecting and understanding the total scope of the projects (i.e., specifications, quality, and quantity of work to be performed). 12. Specifications. Materials differing from stated specifications may be considered, provided such differences are clearly noted and described, and provided further that such articles are considered by a Mt. Diablo Unified School District official to be equal in all essential respects to the specified materials. 13. Price Reduction. If at any time during the life of this contract, the successful bidder reduces his/her price or prices to others purchasing approximately the same quantities as contemplated by this contract, the contract prices shall be reduced accordingly, and the contractor/vendor will immediately notify the Purchasing Agent, Mt. Diablo Unified School District. 12 P a g e

13 14. Contract Pricing. Prices proposed shall remain firm through the term of this contract. 15. Default. In case of default by vendor of any of the conditions of this proposal or contract resulting from this proposal, the vendor agrees that the Mt. Diablo Unified School District may procure articles or services from other sources and may deduct from the unpaid balance due the vendor, or collect against the performance bond or surety or may invoice the vendor for excess costs so paid, and prices paid by Mt. Diablo Unified School District shall be considered the prevailing market price at the time such purchase is made. 16. Termination. Mt. Diablo Unified School District reserves the right to terminate any or requirement contract resulting from this proposal without penalty upon thirty - (30) days written notice to the vendor. 17. Examination of Locations. It shall be the responsibility of the awarded vendor to establish knowledge of the Mt. Diablo Unified School District and the specific delivery locations to familiarize him/herself with the access and egress, construction or building difficulties and method of delivery, all of which could affect his ability to service the District. It shall be the responsibility of the vendor to cope with all these eventualities. 18. Questions, Interpretation, Or Correction of Proposal Documents. Bidders shall notify the Lead Buyer of Purchasing and Warehouse, promptly of any error, omission, or inconsistency that may be discovered during examination of the solicitation. Bidders shall contact Joe Estrada, Director of Technology & Information Services, Phone (925) , ext. 4094, estradaj@mdusd.k12.ca.us, or by fax at , at Mt. Diablo USD, Technology & Information Services, 1936 Carlotta Drive, Concord, CA 94519, for interpretation, correction, or clarification. Clarification, corrections, or changes to specifications. All clarifications, corrections, or changes, to the solicitation documents will be made by Addendum only. Bidders shall not rely upon interpretations, corrections, or changes made in any other manner, whether by telephone, in person, or at a pre-proposal conference. Interpretations, corrections, and changes shall not be binding unless made by Addendum. All Addenda issued shall become part of the Agreement documents. Addendum will be sent to all known solicitation holders by facsimile or , or US mail. Final Addendum will be issued not later than 72 hours prior to set proposal due date. It is the Bidder s sole responsibility to ascertain that it has received all addenda issued for this solicitation. All addenda must be acknowledged and returned on or before the submittal deadline, unless otherwise directed by an Addendum. 19. RESULTS. A tabulation of the proposals received will be available within a reasonable time after the Date Due. 20. TERMS OF THE OFFER. Mt. Diablo Unified School District s acceptance of Bidder s offer shall be limited to the terms herein unless expressly agreed in writing by the Mt. Diablo 13 P a g e

14 Unified School District. Proposals offering terms other than those shown herein will be declared non-responsive and will not be considered. 21. WITHDRAWAL. Bidder s authorized representative may withdraw Proposals only by written request received by the Purchasing Department, 2326 Bisso Lane, Concord, CA Phone: (925) , ext. 3745, before the Proposal Date Due. After that time, Bidders may not withdraw their Proposals for a period of ninety (90) days from the date of opening. At no time may the successful Bidder(s) withdraw his/her Proposal. Terms and Conditions AGREEMENT. Submission of a signed proposal will be interpreted to mean bidder hereby agrees to all the terms and conditions set forth in all the pages of this Request for Proposal. Bidder s signed Proposal and the Mt. Diablo Unified School District s written acceptance, fully executed Owner/Contractor or purchase order shall constitute a contract. ASSIGNMENT OF RIGHTS OR OBLIGATIONS. Successful Bidder may not assign, transfer or sell any rights or obligations resulting from this Proposal without first obtaining the specific written consent of the Mt. Diablo Unified School District. AUTHORITY OF THE (MT. DIABLO UNIFIED SCHOOL DISTRICT). Subject to the power and authority of the Mt. Diablo Unified School District as provided by law in this contract, the Mt. Diablo Unified School District shall in all cases determine the quantity, quality, and acceptability of the materials and supplies for which payment is to be made under this contract. The Mt. Diablo Unified School District shall decide the questions that may arise relative to the fulfillment of the contract or the obligations of the contractor hereunder. BIDDER AGREEMENT TO TERMS AND CONDITIONS. Submission of a signed proposal will be interpreted to mean Bidder has agreed to all the terms and conditions set forth in the pages of this solicitation. BRAND NAMES. Manufacturers names, trade names, brand names, model and catalog numbers used in these specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Proposals will be considered for alternative brands that meet or exceed the quality of the specifications listed for any item. BRAND SUBSTITUTIONS. No substitutes will be allowed for products identified on the proposal form as Brand Name Only. Proposals will be considered for items complying substantially with specifications, provided deviations to the specifications are stated and items are described in detail. When offering alternate products, it is the responsibility of the bidder to indicate the brand names and model/catalog numbers, and to provide evidence of the equality of the items to the products specified in the solicitation. Standard catalog sheets or technical data will not be accepted in lieu of this requirement. The Mt. Diablo Unified School District will be the sole judge of whether such alternates are equivalent to the items specified. The Mt. Diablo Unified School District reserves the right to waive immaterial variations in the specifications. 14 P a g e

15 CANCELLATION OF SOLICITATION. The Mt. Diablo Unified School District may cancel this solicitation at any time. COMPLIANCE WITH OSHA. Bidder agrees that all item(s) offered comply with all applicable Federal and the State Occupational Safety and Health Act, laws, standards and regulations, and that Bidder will indemnify and hold the Mt. Diablo Unified School District harmless for any failure to so conform. COMPLIANCE OR DEVIATION TO SPECIFICATIONS. It is understood that the materials, equipment or services offered by the bidder will meet all requirements of the specifications in this Proposal unless deviations therefrom are clearly indicated in the pages of this solicitation, or in an attachment entitled Exceptions to Specifications submitted and signed by bidder s authorized representative. In order for the Proposal to be considered, an explanation must be made for each item in which an exception is taken, giving in detail the extent of the exception and the reason for which it was taken. Submittal of brochures or other manufacturers' literature as substitution for compliance/deviation information shall not be deemed to comply with this requirement and may be grounds for rejection of Proposal. Submittal of brochures or other literature as additional information is desirable. Bidder shall submit with his Proposal full descriptive data, including make and model specifications, general drawings (if applicable), brochures, and any other product or service information. CONTRACTOR. The term "Contractor" refers to the party entering into a contract with the Mt. Diablo Unified School District as a result of this solicitation. DAMAGE. The Contractor shall be held responsible for any breakage, loss of the Mt. Diablo Unified School District s equipment or supplies through negligence of the contractor or his employee while working on the Mt. Diablo Unified School District s premises. The Contractor shall be responsible for restoring/replacing any equipment, facilities, etc. so damaged. The Contractor shall immediately report to the Mt. Diablo Unified School District any damages to the premises resulting from services performed under this contract. DISCONTINUED ITEMS AND PRODUCT SUBSTITUTION In the event an item awarded under this contract is discontinued, Contractor is required to notify the District s Purchasing Department immediately. Contract items that are discontinued by their manufacturer during the term of the contract may be substituted with a same or similar item only if it is equal to or exceeds the specifications of the original item. Written documentation from the manufacturer of discontinuation and a sample of the substituted item shall be submitted directly to: Mt. Diablo Unified School District Purchasing & Warehouse Department District Wide Copiers RFP Bisso Lane Concord, CA The District will not allow substitutions without prior approval. The substitute item shall then be evaluated by District representative to determine if the substitute item is an equivalent of the 15 P a g e

16 specified item. Additionally, the price of any authorized substitute product must be equal to or less than the contracted price of the item being replaced. Authorization of a substitute product shall be the sole discretion and with authorization/approval of the District. DELIVERY COMPLETION All items must be shipped exactly as ordered. The Contractor must apply continual diligence, monitoring and resources to ensure items on orders are delivered on the required delivery date and in compliance with contract terms, conditions, instructions, pricing and specifications. EXAMINATION OF SPECIFICATIONS Bidders are expected to carefully examine the specifications, and the proposal forms. They shall satisfy themselves as to the character, quality, and quantities of materials to be furnished and the requirements of the proposed specifications. HOLD HARMLESS. Successful Bidder/Contractor agrees to indemnify, defend, and hold harmless the Name of Mt. Diablo Unified School District, it s governing body, officers, employees, and insurance carriers, individually and collectively, from all losses, claims, suits, demands, expenses, subrogation, attorneys fees, or actions of any kind in nature resulting from personal injury to any person (including bodily injury and death), or damage to any property, arising or alleged to have arisen out of Successful Bidder/Contractor s negligent acts, errors, omissions, or performance of the work to be performed under the terms of the contract if awarded. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of indemnity in this paragraph. INDEPENDENT CONTRACTOR. In accepting this contract, Successful Bidder (hereinafter Contractor) covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall be employed. Contractor certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of the Mt. Diablo Unified School District. It is expressly agreed by Contractor that in the performance of the services required under this contract, Contractor, and any of its subcontractors or employees, shall at times be considered independent contractors and not agents of the Mt. Diablo Unified School District. INSURANCE REQUIREMENTS. Successful Bidder shall maintain insurance as specified in (Exhibit A). The successful Bidder must furnish the Mt. Diablo Unified School District with the Certificates of Insurance proving coverage as specified in (Exhibit A) and naming the Mt. Diablo Unified School District Additional Insured by endorsement within ten (10) calendar days of award. Failure to furnish the required certificates within the time allowed may result in withdrawal of award. MEASUREMENTS. It is the responsibility of the bidder to make all computations to determine his proposal price. The Mt. Diablo Unified School District will not be responsible for determining the logistics or capacities needed to comply with the delivery of goods. 16 P a g e

17 PERMITS. Successful Bidder/Contractor shall, unless otherwise provided elsewhere in the contract, at his or her expense, obtain all permits and licenses and pay all charges and fees necessary for the performance of the contract, and shall give all public notices necessary for the lawful performance of the contract. NONNDISCRIMINATION CLAUSE (OCP-1). During the performance of this contract, contactor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee of applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section et. seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section (a-f), set forth in chapter 5 Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract. RIGHTS RESERVED. A. Rejection. The Mt. Diablo Unified School District reserves the right to reject any or all Proposals or any part thereof, or to accept any Proposal or any part thereof, or to waive any informalities in any Proposal, whenever it is deemed to be in the best interest of the Mt. Diablo Unified School District. The Mt. Diablo Unified School District also reserves the right to reject the Proposal of any bidder who has previously failed to perform adequately for the Mt. Diablo Unified School District or any other governmental agency. B. Cover. Should the successful bidder fail to comply with the conditions of this Proposal or fail to complete the required work or furnish the required materials within the time stipulated, the Mt. Diablo Unified School District reserves the right to purchase the materials in open market, or to complete the required work, at the expense of the successful bidder. C. Severability. If any provision or any portion of any provision, of any contract resulting from this Proposal shall be held invalid, illegal, or unenforceable, the remaining provisions or portions of any provisions shall be valid and enforceable to the extent possible. TAXES. Do not include California sales/use tax unless price proposal calls for Total Proposed Price. The District is exempt from Federal Excise Tax. 17 P a g e

18 TERMS OF THE CONTRACT. The terms of the contract shall be limited to the terms herein unless expressly agreed otherwise in writing by the Mt. Diablo Unified School District. FORCE MAJEURE. If execution of this contract shall be delayed or suspended and if such failure arises out of causes beyond the control of and without fault or negligence of the Contractor, the Contractor shall notify the Mt. Diablo Unified School District, in writing, within twenty-four (24) hours, after the delay. Such causes may include but are not limited to acts of God, war, acts of a public enemy, acts of any governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, strikes and unusually severe weather. FORMATION OF CONTRACT. Bidder s signed proposal and Mt. Diablo Unified School District s written acceptance shall constitute a binding contract. INDEMNIFICATION: CONTRACTOR agrees to accept all responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release DISTRICT, its officers, agents and employees, from and against any and all actions, claims, damages, disabilities or expenses including attorney's fees and witness costs that may be asserted by any person or entity, arising out of or in connection with the tortuous acts or errors or omissions of CONTRACTOR hereunder, whether or not there is concurrent passive or active negligence on the part of DISTRICT, but excluding liability due to the sole negligence or willful misconduct of DISTRICT. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for CONTRACTOR or its agents under workers' compensation acts, disability benefit acts, or other employee benefit acts. CONTRACTOR shall be liable to DISTRICT for any loss or damage to DISTRICT property arising from or in connection with CONTRACTOR'S performance hereunder. INSURANCE: With respect to the performance of work under this Agreement, CONTRACTOR shall maintain and shall require all of its subcontractors to maintain insurance as described below: Worker's compensation insurance with statutory limits as required by the Labor Code or the State of California. Said policy shall be endorsed with the following specific language: "This policy shall not be canceled or materially changed without first giving thirty (30) days prior written notice to the DISTRICT". Commercial or Comprehensive General Liability insurance covering bodily injury and property damage utilizing an occurrence policy form, in an amount no less than $1,000,000 combined single limit for each occurrence and $2,000,000 in the aggregate. Said insurance shall include, but not be limited to: premises and operations liability, independent contractor s liability, and personal injury liability. 18 P a g e

19 Automobile liability insurance covering bodily injury and property damage in an amount no less than $1,000,000 combined single limit for each occurrence. Said insurance shall include coverage for owned, hired, and non-owned vehicles. Each said comprehensive or commercial general liability and automobile liability insurance policy shall be endorsed with the following specific language: (1) DISTRICT, its officers and employees, is named as additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement. (2) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability. (3) The insurance provided herein is primary coverage to DISTRICT with respect to any insurance or self-insurance programs maintained by DISTRICT and no insurance held or owned by DISTRICT shall be called upon to contribute to a loss. (4) This policy shall not be canceled or materially changed without first giving thirty (30) days prior written notice to DISTRICT. Documentation: The following documentation shall be submitted upon request to the DISTRICT: (1) Properly executed Certificates of Insurance clearly evidencing all coverage s, limits, and endorsements required above. Said certificates shall be submitted prior to the execution of this Agreement. (2) Signed copies of the specified endorsements for each policy. Said endorsement copies shall be submitted within ten (10) days of execution of this Agreement. (3) Upon DISTRICT'S written request, certified copies of insurance policies. Said policy copies shall be submitted within ten (10) days of DISTRICT'S request. Policy Obligations: CONTRACTOR'S indemnity and other obligations shall not be limited by the foregoing insurance requirements. Material Breach: If CONTRACTOR, for any reason, fails to maintain insurance coverage that is required pursuant to this Agreement, the same shall be deemed a material breach of contract. DISTRICT, at its sole option, may terminate this Agreement and obtain damages from the CONTRACTOR resulting from said breach. Alternatively, DISTRICT may purchase such required 19 P a g e

20 insurance coverage, and without further notice to CONTRACTOR, County may deduct from sums due to CONTRACTOR any premium costs advanced by DISTRICT for such insurance. These remedies shall be in addition to any other remedies available to DISTRICT. INDEPENDENT CONTRACTOR This Contract is by and between District and vendor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between District and vendor. The employees and agents of one party are not the employees or agents of the other party for any purpose whatsoever. The employees and agents of each party, shall, while on the premises of the other party, comply with all rules and regulations of the premises, including, but not limited to, security and requirements. LAWS GOVERNING CONTRACT. This contract shall be in accordance with the laws of the State of California. The parties stipulate that this contract was entered into in the county of Contra Costa, in State of California. The parties further stipulate that the county of Contra Costa, CA, is the only appropriate forum for any litigation resulting from a breach hereof or any questions risen here from. OFF CONTRACT PURCHASE The District reserves the right to purchase product covered by this Agreement from alternate sources, should during the term of this Contract/Agreement the District obtains more favorable pricing from those alternate sources. ORDER DISCREPANCIES: Upon notification by the District, the Contractor shall correct/resolve any shipping discrepancy no later than forty-eight (48) hours from the time of delivery to the ordering location, at no additional cost to the District. ORDER RESTRICTIONS: Orders placed must be delivered by the Contractor in the units of issuance as specified on the pricing pages herein. There shall be no restrictions, by the Contractor, as to minimum or maximum quantities placed. OWNERSHIP OF RECORDS All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and other materials produced by the Contractor under this contract shall be the sole and exclusive property of District. No such materials produced, either in whole or in part, under this Contact shall be subject to private use, copyright or patent right by Contractor in the United States or any other country without the express written consent of District. PERFORMANCE NOTIFICATION In the event Contractor is unable to perform any or its entire obligation under this contract or contractor is able to foresee a potential issue (i.e., system failure) that will impact the quality or quantity of the scope of work, services or level of performance under the contract, the Contractor shall notify the District within one (1) working day in writing or by telephone of such event. 20 P a g e

21 MANUFACTURER PART NUMBER CHANGES Written documentation from manufacturer shall be submitted to the District s Agent when any changes in manufacturer and/or part number occur. Contract item must remain the same. The decision of the District shall be final. MATERIAL PRICED INCORRECTLY As a condition of any award resulting from this Proposal, Contractor(s) shall discount all transactions as agreed. In the event the District discovers through its contract monitoring process or formal auditing process, that material was priced incorrectly, Contractor(s) agrees to promptly refund all overpayments and to pay all reasonable audit expenses incurred as a result of the non-compliance. NOMENCLATURES. The terms Successful Bidder, supplier, vendor, and contractor may be used interchangeably in this solicitation and shall refer exclusively to the person, company, or corporation with whom the Mt. Diablo Unified School District enters into a contract as a result of this solicitation. QUANTITIES. The quantities shown are approximate. The District reserves the right to increase or decrease quantities as required. The District does not guarantee orders in these quantities nor shall the District be required to limit its orders to these quantities. This is an indefinite quantity proposal for which there shall be no limit to the number of orders placed, in any quantity, by the District or any participating public agency for the term of the contract, at the prices resulting from award of a contract. RETURN OF ITEMS Items ordered by the District, which are subsequently determined, by District customer, not to be acceptable or wanted, shall be picked up by the Contractor and full credit shall be issued to the ordering location. After proper notification to the Contractor, by the District ordering location/customer, Contractor shall pick up and fully credit said return items in a timely manner. The District reserves the right to refuse all items in excess of the quantities ordered unopened at the time of delivery. Excess quantities delivered to the ordering location shall be picked up by the Contractor within five (5) business days after notification by the District ordering location. SAFETY. All articles delivered under this contract must conform to the Safety Orders of the State of California, Division of Industrial Safety. Contractor shall provide Material Safety Data Sheets (MSDS) upon request by the District. SAMPLES. For evaluation purposes, samples may be requested from any Bidder. Samples shall be provided at no charge unless Bidder indicates on his proposal the exact charge for samples. The Mt. Diablo Unified School District reserves the right to consume samples for testing purposes. The Mt. Diablo Unified School District may retain samples until delivery and acceptance of contracted items. Bidder shall remove samples at his expense within (20) days of request by the Mt. Diablo Unified School District. SEVERABILITY. If any provisions, or portions of any provisions, of this contract are held invalid, illegal, or unenforceable, they shall be severed from the contract and the remaining provisions shall be valid and enforceable. 21 P a g e

22 TAXES, FEDERAL EXCISE. The Mt. Diablo Unified School District is exempt from Federal Excise Tax. TESTING. After delivery, random samples may be submitted to a commercial laboratory, or other inspection agency, for testing to determine if they conform to the specifications. In cases where tests indicate the samples do not meet specifications, the cost of the testing shall be borne by the contractor. When tests indicate the materials do not meet specifications, the Mt. Diablo Unified School District reserves the right to cancel the award and purchase the goods in the open market at the expense of the vendor. WARRANTY, MANUFACTURER. Manufacturer shall fully warrant all materials and equipment furnished under the terms of this contract, against poor and inferior quality, for a period of not less than three (3) years from the date of final acceptance by the Mt. Diablo Unified School District. Time is of the essence of this contract. While under warranty, manufacturer shall repair or replace inoperable materials or equipment in a timely manner to minimize the disruption of Mt. Diablo Unified School District operations. A copy or description of the manufacturer s warranty shall accompany each proposal for the item(s) proposed, detailing the scope and length of the warranty. Where the successful Bidder is also the manufacturer of the materials or equipment provided under this contract, the Manufacturer's Warranty requirement will supersede the Successful Bidder Warranty requirement of this solicitation. WARRANTY, SUCCESSFUL BIDDER. Successful Bidder shall fully warrant all materials and equipment furnished under the terms of this contract, against poor and inferior quality, for a period of not less than one (1) year from date of the final acceptance by the Mt. Diablo Unified School District. Time is of the essence of this contract. While under warranty, successful Bidder shall repair or replace inoperable materials or equipment in a timely manner to minimize the disruption of Mt. Diablo Unified School District operations. 22 P a g e