CONTRACT FOR DATA WAREHOUSING RECITALS

CONTRACT FOR DATA WAREHOUSING This CONTRACT FOR DATA WAREHOUSING (the “Contract”) is entered into as of this _____ day of , 2015 by and between JACKSO...
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CONTRACT FOR DATA WAREHOUSING This CONTRACT FOR DATA WAREHOUSING (the “Contract”) is entered into as of this _____ day of , 2015 by and between JACKSON COUNTY INTERMEDIATE SCHOOL DISTRICT, a Michigan intermediate school district, whose address is 6700 Browns Lake Road, Jackson, Michigan 49201 (the “Intermediate School District”) and , a ______________, whose address is (the “Vendor”). The Intermediate School District and Vendor may each be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS A.

The Intermediate School District issued a Request For Proposal for Data Warehouse dated October 21, 2015, as amended by the [Addendum/Addenda] dated _________________, 2015 (collectively the “RFP”), the purpose of which was to obtain Proposals from qualified Vendors in order to achieve aggregated, high-volume contract pricing for Data Warehousing (the “System”) for the Intermediate School District and the Districts.

B.

Whereas, in response to the RFP, Vendor submitted to the Intermediate School District a Data Warehouse Proposal dated, 2015 (“Vendor’s Proposal”) to provide the System contemplated by the RFP.

C.

On ___________________, 2015, the Intermediate School District approved Vendor’s Proposal for the prices indicated on Attachment A which is attached hereto and incorporated herein by reference.

D.

The Parties agree that certain terms, conditions and provisions of the RFP must be further clarified and that certain additional terms and conditions need to be expressly set forth by way of this Contract.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the Parties agree as follows: I.

RESTATEMENT CONSTITUTES THE CONTRACT A. Incorporation by Reference. The object of this Contract is to formalize in one document the complete agreement between the Parties, and to do so by specifically incorporating by reference into this Contract the RFP, all Addenda to the RFP, all Clarifications to the RFP, Vendor’s Proposal and other related documents, and by including certain additional necessary or appropriate Contract terms, particularly where the Contract terms agreed to by the Parties during the RFP negotiation process do not correspond with the RFP.

B. Order of Precedence. The Contract Documents, which are all incorporated herein by reference, include the following: a. This Contract, including all Attachments hereto; b. The RFP; and c. Vendor’s Proposal. To the extent that the terms and conditions of the Contract Documents are in conflict, the terms and conditions shall be interpreted in the above referenced order from 1 to 3. However, the Parties also agree that where there is not a conflict between any of the terms and conditions contained in the above-referenced Contract Documents, all of the Contact Documents shall be binding upon both Parties, except to the extent the Exceptions contained in the Vendor’s proposal are not expressly accepted by the Intermediate School District in writing and incorporated in this Contract.

II.

CONTRACTUAL TERM AND CONDITIONS A. General Indemnification. Vendor agrees to indemnify, defend and hold harmless the Intermediate School District and the Districts, their respective Boards of Education, in their official and individual capacities, administrators, employees, agents, successors and assignees, from and against any and all claims, costs, counter-claims, suits, debts, demands, actions, judgments, liens, liabilities, injuries, costs, expense and damages, including actual attorney’s fees and actual expert witness fees arising out of the: (i) negligent acts or willful misconduct of Vendor, its officers, directors, employees, successors, assignees and agents; (ii) any breach of the terms of this Contract by Vendor, its officers, directors, employees, successors, assignees and agents; or (iii) any breach of any representation or warranty or representation by Vendor, its officers, directors, employees, successors, assignees and agents under the Contract. The Intermediate School District agrees to notify Vendor by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which it may be entitled to indemnification. B. Intellectual Property Indemnification. Vendor warrants that the System under this Contract does not infringe on or violate any copyright patent, trade secret or other property interest of a third party. Vendor agrees to indemnify, defend and hold harmless the Intermediate School District and the Districts, their respective Boards of Education, in their official and individual capacities, employees, agents, contractors, successors and assignees, from and against any and all liabilities, damages, costs and expenses, including reasonable attorney fees, incurred in connection with any claim or suit brought against the Intermediate School District and the Districts, arising from any claims of violation of any copyright, patent or trade secret by any third party resulting from Vendor’s use of the System, Intermediate School District’s and the Districts’ use of the System and/or any other related materials, documents, writing,

publications, software, recording or procedure, whether in written, video, audio or other media format provided by Vendor under this Contract. C. Insurance. The Vendor agrees to maintain throughout the Contract the limits of insurance below. The limits of coverage, as mutually agreed amount the Parties, shall not be construed as a limitation of any potential liability to Vendor, and failure to request evidence of this insurance shall in no way be construed as a waiver of the Vendor’s obligation to provide the agreed insurance coverage. The Certificate(s) of Insurance shall be endorsed to name the Intermediate School District and the Districts as additional insureds for the minimum limits listed below: POLICY (a) Workers’ Compensation (b) Comprehensive General Liability (1) Bodily Injury Liability (2) Property Damage Liability (3) Umbrella Coverage

MINIMUM LIMITS Statutory $1,000,000 per person $1,000,000 each occurrence $1,000,000 each occurrence $5,000,000

Vendor must notify the Intermediate School District immediately upon receipt of notice of pending insurance expiration, termination or material change of such insurance coverage, but in no event after such expiration, termination or material change.

III.

PAYMENT TERMS

It is the intent of the Intermediate School District to negotiate a payment schedule based upon the following milestones: A. First year (January 1, 2016 – June 30, 2017) a. Retainage (20%) – payable within thirty (30) days of going live; and b. Remainder (80%) – payable in October 2016 B. Following years (July 1 – June 30 school year): Annual payments made in July of each school year based on prior school year Spring General Collection (i.e. Total Adjusted K-12 & Special Education FTE) found at https://cepi.state.mi.us/msds/AuditForm.aspx C. Payment shall be made by the Intermediate School District to the Vendor within thirty (30) days of receipt of an invoice. Payments of disputed amounts will be delayed unless the Vendor is able to resolve the matter to the Intermediate School District’s satisfaction within seven (7) business days prior to payment due date. The Intermediate School District will not be assessed any late payment penalties, fines or charges for disputed amounts not timely paid due to the Vendor’s failure to timely resolve the matter as set forth above.

IV.

MISCELLANEOUS A. Governing Law. The Contract shall be governed by and construed in accordance with the laws of the State of Michigan. The Parties hereby agree to the exclusive jurisdiction and venue of courts sitting in Jackson County, Michigan. B. Taxes. Vendor is responsible for sales and excise taxes and any other applicable taxes related to the System provided under this Contract. C. Assignment. The Contract and any other interest herein may not be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, and any assignment or transfer without such consent shall be null and void. This Contract shall be binding upon the successors, and subject to the above, assigns of either Party. D. No Waiver. No waiver of any item or condition of this Contract shall be valid or binding on either Party unless the same shall have been mutually assented to in writing by both parties. The failure of either Party to enforce at any time any of the provisions of this Contract, or the failure to require at any time performance by the other Party of any of the provisions of this Contract, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision thereafter. E. Severability. If any provision of this Contract is held invalid or unenforceable, the remainder of this Contract shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. F. Independent Contractor; No Joint Venture. It is expressly agreed that Vendor is acting hereunder as an independent contractor and under no circumstances shall any of the employees of either Party be deemed the employees of the other for any purpose. This Contract shall not be construed as authority for either Party to act for the other Party in any agency or other capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent, and for the purposes, expressly provided for and set forth herein, and no partnership or joint venture is created hereby. G. Modifications. No provision of this Contract or any Exhibit hereto may be modified without the prior written consent of both Parties. H. Notices. Unless otherwise provided in this Contract, all notices, requests, demands and other communications shall be provided: 1) via email and; 2) in writing and are effective three (3) days after deposit in the U.S.

mail, certified and postage paid, or upon receipt if personally delivered or sent by next-business-day delivery via a nationally recognized overnight courier to the addresses set forth below. The Intermediate School District or the Vendor may from time to time designate any other email address or address for this purpose by providing written notice to the other Party.

a. To the Intermediate School District. All communications regarding this Agreement shall be sent to JCISD at: Jackson County Intermediate School District Attn: Superintendent of Schools 6700 Browns Lake Road Jackson, MI 49201 with a copy to: Jackson County Intermediate School District Attn: Director of Technology 6700 Browns Lake Road Jackson, MI 49201 b. To the Vendor. All required notices to the Vendor shall be delivered to _____________________________________________. I.

TERM and TERMINATION a. This Contract shall commence on January 1, 2016 and shall terminate on June 30, 2021, unless terminated earlier in accordance with the terms of the other Contract Documents or extended upon the mutual written agreement of the Intermediate School District and the Vendor.

WHEREAS, the Parties have executed this Contract for Data Warehousing as of the date indicated below. JACKSON COUNTY INTERMEDIATE SCHOOL DISTRICT

[VENDOR]

By:

By:

Its:

Its:

Date:

Date:

ATTACHMENT A VENDOR’S SYSTEM PRICING FORM (See Attached)