section 1: general information for vendors

Lincoln Intermediate Unit 12Technology Services RFP

May 2, 2007

Dear Technology Services Provider:

You are invited to submit a response to this Request for Proposal (RFP) by Lincoln Intermediate Unit 12 (IU 12) for technology services.

The LIU is seeking proposals to address our needs for technology related services for both the LIU and our partnering schools/school districts. On a limited basis, we require support services to repair a wide variety of technology related items. These items range from computers to manual typewriters. We plan to begin services on July 1, 2007.

In order to explain the RFP and answer questions, vendors are invited to a RFP conference at the IU 12 Executive Offices at 65 Billerbeck Street, New Oxford PA (Technology Services Conference Room) on May 14, 2007 at 9 AM. While this RFP conference is not mandatory, vendor attendance is strongly recommended in order to accurately understand the schools’ collective intent.

In preparing the RFP response, please provide all the requested information in the format outlined in the document, due at 3:00 pm EDT on Thursday, May 24, 2007. Submit (3) paper copies of the RFP response to me, Terry Steyer, Director of Technology Services, Lincoln Intermediate Unit 12, 65 Billerbeck Street, New Oxford, PA 17350. Also, submit one (1) soft copy to me via email or CD-ROM in a Microsoft Word, Excel or PDF format at [email protected].

Please contact me by email or by phone (717-624-6511) with any questions about the RFP or the conference. All formal RFP questions must be submitted in writing via email or facsimile on or before noon on May 11, 2007. The questions will be answered during the vendor meeting.

Thank you for your interest in this important project for the school children of South-Central Pennsylvania.

Sincerely,

Terry SteyerDirector of Technology ServicesLincoln Intermediate Unit 12

mailto:[email protected]


Request for Proposal

For

Technology Services

Issued by:

Lincoln Intermediate Unit 12P. O. Box 70

65 Billerbeck StreetNew Oxford, PA 17350Phone: (717) 624-6511Fax: (717) 624-6618

Visit us @ www.iu12.org

May 2, 2007

http://www.iu12.org/


TABLE OF CONTENTS

Page No.

Cover Letter

Cover Sheet

PART 1 General Information…………………………………………………………….. 4

PART 2 Statement of Work………………………………………………………………. 9

PART 3 Criteria for Selection……………………………………………………………. 13

APPENDICES:

APPENDIX A: Lincoln Intermediate Unit 12 Consulting Agreement


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1. Section 1: General Information for Vendors

1.1. Purpose

The purpose of this Request For Proposal (RFP) is to solicit proposals from vendors who have demonstrated the experience and expertise necessary, in the sole judgment of Lincoln Intermediate Unit 12 (IU 12, LIU, or the IU) and participating schools, to capably supply technology services, as requested in this RFP.

The LIU understands that the services needed may not be efficiently provided by a single individual or organization. Consequently, we reserve the right to make multiple awards for services based on the best value to the LIU and our schools. Further, the LIU reserves the right to reject all responses and not award this work either in part or as a whole. The required start-date for this project is July 1, 2007.

1.2. Issuing Office

The Issuing Office is the official point of contact with regard to all matters relating to the services described herein during the procurement process. The Issuing Officer is:

Mr. Terry Steyer, Director of Technology ServicesLincoln Intermediate Unit 1265 Billerbeck StreetNew Oxford, PA [email protected]: 717-624-6511Fax: 717-624-6618

To receive an official response from the Issuing Office, all questions with reference to this RFP must be submitted to the issuing officer in writing via letter or email, no later than noon on May 11, 2007.

1.3. Timeline for the Procurement Process

May 2, 2007 RFP available to interested respondents

May 14, 2007 Pre-bidder’s conference at 9:00 AM at IU 12’s New Oxford Office

May 15, 2007 Final addenda issued

May 24, 2007 RFP bid proposals due from service providers by 3:00 PM EDT

June 6, 2007* RFP anticipated award date

July 1, 2007* Services delivery start-date

*These are target dates. Dates may change at the sole discretion of the IU.

1.4. Scope

This document contains instructions governing the responses to be submitted by the responding vendors and other interested parties, the general format in which responses are to be submitted, the materials to be included therein, and other requirements which are requested for evaluation by IU 12. The term for the base (primary) bid will be one year, although the IU may consider different terms or extensions of terms in alternate bids. All pricing and other time sensitive information must reflect consistent pricing throughout the fiscal year (07/2007 to 06/2008).



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This RFP is available May 2, 2007, posted to the IU 12 Web Site at www.iu12.org.

1.4.1. Amendments to the RFP. If it becomes necessary to revise any part of this RFP, an amendment will be issued by the Issuing Officer and posted on the Web Site. A notice will be emailed to vendors which have registered with the Issuing Office. Vendors may request hardcopy of the amendments by contacting the Issuing Office.

1.5. RFP (Vendor) Conference

A pre-submission RFP conference will be held on the date and at the place and time specified in the cover letter. The purpose of this conference is to clarify the intent of this RFP, demonstrate the on-line trouble reporting and administration systems, explain the general approach to services and answer vendor questions. The presentation should last no more than 30 to 45 minutes with questions and answers to follow. IU representatives will be in attendance. Vendors may submit written questions via email to: [email protected]. Questions received on or prior to noon May 11, 2007 will be addressed at the conference.

At the conference, paper copies of the RFP will be available to all service providers attending. If it becomes necessary to revise any part of this RFP, addenda will be emailed to all service providers who received the original email and those at the conference.

Especially because the IU is offering the opportunity for vendors to present creative solutions, attendance at the conference is strongly recommended. Vendors must clearly understand the collective intent of the LIU and the participating schools.

1.6. Response Closing Date

To be considered, the RFP response must arrive at the Issuing Office by 3:00 PM EDT on the date specified in Section 1.3. Vendors should allow sufficient delivery time to ensure timely receipt of the RFP Proposal. Delivery may be made in person, by courier or mail. If a vendor intends to submit any alternate or additional proposals along with its base (primary) proposal, the above deadline also applies to each submission.

Any responses received after the deadline will neither be opened nor evaluated; disposal of such proposals will be at the discretion of IU 12.

1.7. Submission Costs

The IU is not liable for any costs incurred by a vendor in preparing or responding to the RFP. This includes all subcontractor costs.

1.8. RFP Response Submission

Bid proposal responses must include three components as follows: Letter of Acceptance A letter or document responding to the requirements of this RFP. The letter/document should clearly state the vendor’s acceptance of the terms of the RFP terms/conditions/requirements or as appropriate, stating specific terms that are not accepted. The letter/document may also include work experience/vendor data substantiating the vendor’s qualifications for and ability to meet the program requirements and perform the identified tasks. Cost/Price Sheet A completed price matrix as specified in Section 2.6. Vendor prices for each category of service should be listed. For those categories of service that the vendor will not/cannot perform, a no-bid price should be entered. This sheet will define the vendor’s rates and provide the cost basis.Consulting Agreement The vendor should provide a completed and signed Consulting Agreement as specified in Appendix A of this RFP.



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Responding service providers will not be given an opportunity to change any part of the proposal after submission deadline. For this RFP, the response must remain valid for ninety (90) days or until a contract is executed, whichever comes first.

1.8.1. Packaging of RFP Responses

RFP responses shall be submitted to the Issuing Officer as follows: a) three (3) paper copies and b) one (1) electronic copy via email attachment(s) or CD-ROM. The electronic copy must be in a Microsoft Office Word and Excel format or PDF format.

1.9. Proprietary Information

RFP responses will be held in confidence, and, except for the selected RFP proposal(s), will not be revealed or discussed with competitors, except as required by law. All materials submitted with the RFP proposals become the property of the IU and may be returned only at the IU’s option. RFP proposals submitted to the IU may be reviewed and evaluated by any person other than competing vendors at the discretion of the IU.

The IU has the right to use any or all ideas presented in any RFP proposal. Selection or rejection of the RFP proposal does not affect this right. Any financial information disclosures that are considered of a proprietary and confidential nature by the vendor shall be returned to any non-winning vendor upon written request by that vendor.

1.10. Rejection of Vendor Responses

IU 12 reserves the sole right to accept or reject any response at its sole discretion. Any submission that is deemed non-responsive, or does not meet the RFP requirements, is subject to rejection.

Any deviation from the performance requirements or other terms of the RFP, if in substantial compliance with the terms and intent of the RFP, may be accepted by the IU; however, any deviation also may be grounds to reject any proposal. Any changes proposed by the responder to the terms and conditions contained herein or any deviation from the RFP must be clearly marked and identified in the bid proposal response.

1.11. Contractual Obligation

Responding vendors must be willing to enter into contracts in the form set forth in this RFP. This RFP will become part of the contracts. If the selected vendor fails or refuses to properly execute the contracts, the Issuing Office may, at its option, discontinue communications with the vendor, commence contract negotiations with any other vendor or subcontractor, or reject all RFP proposals.

The IU will negotiate contract terms on behalf of the schools that are a part of this effort. Individual schools will not have the ability to enter into separate negotiations with vendors for the services sought in this RFP. The intent is to have a single buyer (IU 12) for all services in this RFP. Further, the individual school districts are not bound by the LIU’s operations and may, as they see fit, procure these and similar services through multiple contracting methods. It is the firm intention of this RFP that the LIU’s own technology services requirements, as defined in this RFP, will be solely serviced by the selected vendor(s) of this RFP process.

1.12. Debriefing Conferences

Vendors whose RFP proposals are not selected will be given the opportunity to be debriefed. Upon receipt of written request, the Issuing Office will schedule the time and location of the debriefing at the discretion of the IU.

1.13. News Releases

News releases pertaining to this project will not be made without prior IU approval, and then only in coordination with the Issuing Office.


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1.14. Notification of Selected Vendor

The selected vendor will be advised of selection by the IU through the issuance of a notification of award letter. Unsuccessful vendors also will be notified by letter.

1.15. Bid Bond/Bonding Capability

This RFP does not require a bid bond.

1.16. Economy of Preparation

All vendor proposals should be prepared simply and economically, providing a straightforward, concise description of the vendor’s ability to meet the requirements of the RFP.

1.17. Oral Presentation

Vendors who submit an RFP proposal may be required to make an oral presentation to the IU. All presentations will be scheduled by the Issuing Office. Such presentations provide an opportunity for the vendors to clarify the proposals to ensure thorough mutual understanding. Vendors must submit a written amendment to their RFP proposal to confirm changes made during oral presentations.

1.18. Selected Vendor Responsibilities

The selected vendor will be required to assume full responsibility for all products, services, and warranties offered in its RFP proposal whether or not the services are provided by the vendor or its subcontractors or suppliers. Further, the IU and schools will consider the vendor to be the sole point of contact with regard to contractual matters. The IU will require the selected vendor to coordinate all aspects of the planning, installation and service coordination to the IU and the individual schools as part of the process.

1.19. Subcontracting

The successful service providers shall be required to obtain pre-approval in writing by the IU of all subcontractors. The service provider must identify by full name and address all subcontractors intended to be used on the project in order to deliver services. The service provider must provide a description of the intended subcontractor and a statement of the work to be performed. Subcontractors are subject to the same IU general conditions as the prime service provider. The IU has the sole right to reject any subcontractors.

1.20. Pennsylvania Act 34 Clearance/Act 151 Clearance

All on-site workers on this project must secure record checks as follows:

1.20.1. For Pennsylvania Residents: Form SP4-164-Pennsylvania State Police “Request for Criminal Record Check” – Call 717-783-5494

1.20.2. Out-of-State Residents: Pennsylvania Form SP4-164 and FBI Background Check

1.20.3. Pennsylvania Child Abuse History Clearance: – Call 717-783-6211

1.20.4. FBI Background Check (Finger Printing)


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On-site work at the School District sites cannot commence until all the Service Provider’s workers are “cleared” by the IU.

All costs associated with obtaining clearances are the vendor’s responsibility.

1.21. Tax Exempt Status

IU 12 and the schools in this RFP are exempt from Pennsylvania Sales and Use Taxes and enjoy all other federal and state tax exemptions afforded to public school entities and/or similar political subdivisions.

1.22. Additional Information for the Vendors

The IU reserves the right to:

Amend, modify, or cancel this RFP. Modify or add to the requirements contained in this RFP at any time after the issuance of this RFP for response by

all vendors. Not award any contract. Award a contract for any or all parts of the RFP and negotiate terms and conditions to meet requirements

consistent with this procurement. Award contracts to multiple vendors for different parts of the proposal. Utilize any and all ideas submitted in the RFP proposals received. Request vendors to clarify their RFP Proposals.

1.23. Alternate bids

For this RFP, alternate bids are defined as proposed variations to the statement of work for consideration by the IU. It is permissible for vendors to submit alternate bids only if they also submit a base bid according to the requirements of Sections 1, 2 and 3. In addition, the IU is offering vendors the flexibility to propose alternate bids that best suit the strong suits of the particular vendor. In such cases vendors must consider the buyers’ collective intent and must have first submitted a base bid and other specific pricing information as specified.

A vendor choosing to submit one or more alternate bids must clearly state that it is submitting an alternate bid and must clearly identify any and all parts of its alternate bid that are different from its base bid.


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2. Section 2: Statement of Work

In their response to this section, the vendor should address the requirements of the Statement of Work, by acknowledging any requirements, answering any questions or responding as applicable. See Section 1.8 for further instructions.

2.1. Background and General Requirements

Lincoln Intermediate Unit 12 and its participating member schools are seeking bids to provide technology services for various electric/electronic/computer systems. The approach of this RFP is to provide the terms and conditions for these services and solicit firm pricing based on these terms/conditions and process requirements. Responders should address all the technical and procedural requirements outlined in the document.

The term of the contract will be one (1) year; however, vendors may propose alternate terms provided they submit a base bid for a one year term.

Buyer’s Intent

This RFP is intended as the mechanism to procure technology related services for the LIU and a variety of school entities (public school districts, private schools, educational centers, adult education service providers, etc.) that receive services through the LIU.

The LIU will continue to act as the aggregation point for all repair actions. A web-based system is currently in place that issues tickets and tracks the process. The system includes logs of all repair actions and mechanizes the process. It will be the basis for all repair comments and actions and is used to record time and all work approvals.

2.2. Repair and Technical Services

For the purposes of this RFP, Repairs/Technical Services have been divided into categories. Each category represents logical groups of work that require similar skills and abilities and correspondingly similar work processes and pricing characteristics. These categories are:

Apple/Macintosh Computer RepairWindows/PC Computer RepairWindows/PC Computer ConfigurationAudio/Visual Equipment RepairTypewriter/Office Equipment RepairNetwork Architecture ServicesWeb System ProgrammingProject/Product ManagementServer/Computer System Engineering

Apple//Macintosh Computer Repair – All activities needed to repair end user systems that run on Apple hardware/software. This includes fault isolation and trouble shooting as well as actual piece part replacement and reconfiguration.

Windows/PC Computer Repair – All activities needed to repair end user systems that run on Windows/AMD/IBM PC compatible hardware/software systems. This includes fault isolation and trouble shooting as well as actual piece part replacement and reconfiguration.

Windows/PC Computer Configuration – Loading an image and entering workstation specific configuration information into new computer systems.

Source: Pennsylvania Department of Education


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Audio/Visual Equipment Repair – All maintenance actions (preventative, corrective, cleaning, rewiring, component replacing, adjusting) required to return the equipment to an operational state. Equipment in this category includes transparency projectors, data projectors, VCRs and TVs, tape recorders, etc.

Typewriter/Office Equipment Repair – All cleaning, adjusting and component replacement actions needed to maintain or return a typewriter to an operational state. Typewriters include manual, electric, and electronic typewriting systems. Office equipment includes small office appliances such as calculators, fax machines, and so forth.

Network Architecture Services – All professional services needed to install, configure, manage, and maintain computer networks and associated components (switches, routers, etc.).

Web System Programming – All professional services needed to conceptualize, specify, design, and develop computer programs that operate on a web server over an intranet or the internet.

Project/Product Management – All professional services associated with managing projects or products. This includes analyzing and implementing product/project plans and managing project resources.

Server/Computer System Engineering – All professional services needed to install, configure, manage and maintain back-end data center equipment. This includes servers, disk system/arrays, storage area networks, special IT appliances, and so forth.

2.3. Equipment Repair and Handling

All equipment repairs will be tracked using the LIU’s on-line, web-based ticketing system (Repair Centre). A detailed demonstration of the system will be provided during the bidder’s conference. In general, the process includes six steps.

1). To initiate a repair, School District/LIU Staff (end user or administrative personnel) will complete a repair ticket in the on-line system.

2). The repair item will then be assigned to a vendor and transported to an LIU location for pickup. 3). The vendor will pick up the equipment at the predefined LIU location, either at 65 Billerbeck Street

in New Oxford or 300 East 7th Avenue in York, PA. 4). The vendor will perform all repairs at non-LIU facilities in accordance with the vendor’s specific

work processes---with the exception of typewriter cleanings, no repairs will be allowed at an LIU or school district location. All repair actions will be entered into the repair system as they are performed. In the event that repair parts are required, the LIU has long standing relationships with parts suppliers. All parts will be acquired through the LIU and billed solely by the LIU. No vendor supplied parts will be accepted.

In certain circumstances, a written repair estimate will be required—based on equipment value/replacement cost and repair cost. The guidelines state “If it is determined that the cost of repairing the item will exceed 50% of the approximate replacement cost of the item, an estimate will be entered into Repair Centre, and you will be notified by email. If the cost of repairing the item does not exceed 50% of its replacement value, the item will be repaired and the $25.00 estimate charge will be waived. If you would like an estimate on your equipment regardless of this policy, please update the Repair Ticket with this information.” For these items, no repair will be performed without the end user authorization. A one-time fixed fee of $25 will be assessed for each item that is not authorized for repair. For items that are repaired, the actual repair time including the effort to prepare an estimate, will be billable.

5). Once the equipment is repaired and operational, it will be returned to the LIU pick up point and the LIU will be responsible for final delivery to the end user.

6). Once the item is accepted by the end user, the LIU will close the repair ticket.

Entering information into time and repair tracking system must be made in a timely manner. In most cases time entry is expected to occur at the same time an action is accomplished. Under no circumstances should the posting of time/repair entries/notes follow the action by more than two days.


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2.4. Invoicing/Billing Processes/Procedure

All work performed will correspond to the work ticket or a pre-defined and approved project task. The LIU provided time tracking/repair ticket system will be the basis/source for all billing. The vendor will be responsible for all parts of the billing process, Any effort/cost associated with this process—preparing invoices, maintaining vendor records, follow up regarding billing questions, and so forth are not billable or chargeable to the LIU. Vendor invoices will be accepted on a monthly basis. Invoicing for the previous month’s work will be accepted between the eighth and fifteenth of each calendar month. One single invoice will be prepared that represents all work performed. The detailed report from the LIU time tracking/repair ticket system must accompany the monthly invoice. All work that is performed in the month will be billed/paid in the following month with the possible exception of repair tickets that are not closed by the end of the month. Work on a specific ticket will be billed during the month in which the ticket is closed. Invoices will be processed and payment will be made prior to the last day of the month. In the event that circumstances arise that would make billing on this timetable impractical/not possible, the vendor must submit a written request to change the billing timetable. This request will only be granted on a one-time basis (assuming that proper justification is cited).

2.5. Non-billable Time

Numerous activities required to conduct business fall outside of the framework of the Technical Services discussed in this RFP. Only work directly related to the technical tasks herein are “billable.” Some examples of non-billable time include:

Preparation of invoices and vendor records. Travel costs of any kind. Incidental expenses such as meals, entertainment, and so forth. Preparation of work proposals or descriptions. Attending training or seminars of any kind.

The LIU views these as cost incurred outside of this RFP and would expect that the hourly rate structure proposed by each vendor would account for these expenses.

2.6. Cost/Pricing

Cost/pricing spreadsheets are to be completed and submitted with the vendor’s response/letter of acknowledgement. The following table lists the categories of work and for each category defines the vendors cost along with any notes/comments.

Service Cost Basis Vendor Name Vendor Rate Comments

Apple/Macintosh Computer Repair Per hour

Windows/PC Computer Repair Per hour

Windows/PC Computer Configuration

Per hour

Audio/Visual Equipment Repair Per hour

Typewriter/Office Equipment Repair Per unit


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Network Architecture Services

Per hour

Web System Programming Per hour

Project/Product Management Per hour

Server/Computer System Engineering

Per hour

2.7. Warranty/Disputed Work

The LIU and the end user will have forty-five (45) days to dispute the charges of a repaired item and/or its operational state. Both parties will engage in an adjudication activity to reach a mutually acceptable settlement for the repaired item.


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3. Criteria for Selection

The LIU will select vendors based on both the ability of the vendor to provide the services described in this document and the cost associated with the service. It is envisioned that multiple vendors may be selected for the same service in an effort to ensure sufficient resources are available to meet the organization’s needs. Further, it is not likely that one single vendor can perform all services and therefore, multiple vendors will be used to meet the LIU’s needs.


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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is entered into , 2007, by and between _______________________ (the "Consultant") and LINCOLN INTERMEDIATE UNIT NO. 12 (the "LIU").

Background. Consultant is trained and qualified to provide technology development and support services. LIU has requested, and Consultant has agreed to provide, Consultant's services. LIU and Consultant have entered into this Consulting Agreement (the "Agreement") in order to set forth their understandings concerning the services to be provided by Consultant and Consultant's compensation therefor.

LIU and Consultant, intending to be legally bound, agree as follows:

1. Consulting Services. Consultant agrees that Consultant will provide to LIU such consulting services as are necessary to effect the objectives established from time to time by LIU's IT Manager.

2. Compensation. As compensation for Consultant's services under this Agreement, LIU shall:

(a) pay to Consultant for services rendered the amounts as described on the attached Exhibit "A"; and

(b) reimburse Consultant for Consultant's reasonable out-of-pocket expenses actually incurred with LIU's prior written approval in connection with Consultant's providing services under this Agreement.

Unless otherwise specified in Exhibit A hereto, all payments from LIU to Consultant under this Agreement shall be due no more frequently than monthly, payable within thirty (30) days of receipt by LIU of a written invoice therefor from Consultant, presented within one (1) month of completion of the work to which the invoice relates. Other than the above-described consulting fee or as otherwise specifically described in Exhibit A, Consultant shall be entitled to no other compensation and no other benefits of any kind from LIU.

3. Term. This Agreement shall be effective beginning July 1, 2007 (the "Effective Date") and shall continue in effect until June 30, 2008. Thereafter this Agreement shall automatically continue until terminated by either Consultant or LIU upon not less than ten (10) days' prior written notice to the other, or until terminated as provided elsewhere in this Agreement.

4. Independent Contractor. In performing Consultant's obligations under this Agreement, Consultant acknowledges that for all purposes Consultant is and at all times shall be and remain an independent contractor. The relationship between LIU and


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Consultant is the relationship of independent contractor and nothing contained in this Agreement shall be deemed to create the relationship of employer and employee, the relationship of partners or the relationship of principal and agent. Neither the Consultant nor LIU is an employee or agent of the other, and neither Consultant nor LIU is authorized to incur any liability or make any representations on behalf of the other.

5. Property Rights & Confidentiality.

(a) All materials, records and documents made by Consultant or coming into Consultant's possession in connection with the services to be provided by Consultant pursuant to this Agreement are the sole and absolute property of LIU, subject to the provisions of this Agreement below. Consultant shall not, during the term of this Agreement or thereafter, use any such property for the benefit of any other person or disclose any such property to others. Concurrently herewith, and as a condition to this Agreement, Consultant shall execute and deliver to LIU an Intellectual Property Agreement acceptable to LIU (the "IP Agreement"). To the extent Consultant has already executed an IP Agreement, such IP Agreement is re-affirmed hereby and incorporated herein by reference.

(b) Notwithstanding any terms or provisions of this Agreement or any access to the facilities of LIU or any participating school permitted or granted to Consultant, Consultant (i) shall not be permitted to view, inspect or obtain any confidential records or data of LIU or the participating school, or of any students, contractors or school agencies thereof of the disclosure of which is discouraged or is not permitted by law or regulation (the “LIU Confidential Records”), (ii) shall maintain the confidentiality of, and immediately return to LIU or the participating school, any such LIU Confidential Records that may, for any reason, become known to or come in the possession of Consultant or its contractors, employees, agents or representatives, (iii) shall comply with all security and access policies and procedures of LIU or the participating school, and (iv) shall ensure that any employee, contractor or other person or entity acting on behalf or at the request of Consultant complies with these provisions.

(c) Consultant represents and warrants that all materials, records, documents and other works created by Consultant for LIU or any participating school or delivered to LIU or any participating school hereunder is/are and shall be completely of original authorship and development by Consultant, or is/are or shall be materials available from the public domain available for use by anyone, or is/are or shall be materials in which Consultant has the clear, and unchallengeable right to transfer and grant rights in such items to LIU, and that each such item and the rights granted to LIU hereunder does/do not and will not infringe upon or violate any patent, copyright, trademark, invention, proprietary information, nondisclosure, trade secret or other right of any third party.

6. Termination. This Agreement may be terminated at any time by LIU with immediate effect and without prior notice, if Consultant:


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(a) commits a breach of any material obligation imposed upon its by this Agreement or fails to comply with any of the terms of this Agreement and does not remedy such failure within thirty (30) days of the giving of notice thereof by LIU;

(b) becomes insolvent, or subject to a petition in bankruptcy filed by or against it, or is placed under the control of a receiver, liquidator or committee of creditors;

(c) assigns or attempts to assign this Agreement without LIU's prior written consent;

(d) commits or has committed any breach of representation or warranty in any material respect, or fails to have or maintain the qualifications required or reasonably necessary to perform the work required hereunder;

(e) undergoes a change in management, control or ownership (without LIU's prior written consent), if Consultant is a corporation, limited liability company or partnership;

(f) takes any action or engages in any operation or activity which places LIU or any participating school in jeopardy under the laws of any jurisdiction to which it is subject;

(g) commits a breach of the obligations imposed by Section 6 hereof, without the need for any notice of such breach by LIU or any opportunity to cure;

(h) should die, if an individual; or

(i) takes any act or there occurs any other event or occurrence that LIU reasonably considers just cause for termination.

Neither anything contained in nor any action taken under this Section 6 shall constitute a waiver of any other right or remedy available against Consultant for any breach under this Agreement. Upon the expiration or termination of this Agreement for any reason, whether with or without cause, Consultant will be paid only the reasonable, proportionate value of the services actually performed by Consultant prior to the date of such expiration or termination.

7. Indemnification. Consultant shall indemnify and hold LIU harmless from and against any and all claims, demands and causes of action which arise out of the acts or omissions of Consultant.

8. Headings. The paragraph headings in this Agreement are for convenience of reference only, and neither form part of, nor shall they be used in the interpretation of, this Agreement.


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9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The Court of Common Pleas of Adams County, Pennsylvania shall have exclusive jurisdiction and venue of any dispute under this Agreement. Any dispute shall be resolved by non-jury trial, and both LIU and Consultant irrevocably waive any right to jury trial which may exist.

10. Benefit; Amendment. Consultant may not, without LIU's prior consent, transfer or assign Consultant's obligations under this Agreement. Except as set forth in the preceding sentence, this Agreement shall be binding upon and shall benefit LIU and Consultant and their respective successors and assigns. This Agreement shall not be amended or modified except by a written instrument signed on behalf of LIU and Consultant. As used in this Agreement, the phrases "including", "for example", "including (without limitation)", and other similar phrases, shall be construed as exemplary only and shall not be construed so as to limit or to exclude any possible items or examples of the object(s) to which such phrases relate.

11. Notices. Any notices under this Agreement shall be in writing and addressed to the LIU at its principal office and to the Consultant at Consultant's address as reflected on the LIU's records. Notices may be personally or otherwise delivered in any manner reasonably expected to assure the actual receipt thereof.

12. Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original and which together shall constitute the same Agreement.

13. Entire Agreement. This Agreement, together with the Request for Proposal for Technology Services issued by LIU on May 2, 2007 (as the same may have been updated or amended) (the “RFP”), to which this Agreement relates, and the Consultant’s proposal/response to the RFP (the “Proposal”), constitute the entire agreement and understanding between LIU and Consultant regarding the subject matter hereof. The RFP and the Proposal are incorporated herein by reference. In the event of any conflict or inconsistency between or among the documents listed below, the following documents shall control in the following order of priority (first to last): this Agreement; the RFP; and the Proposal.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Consultant and LIU have executed this Agreement as of the Effective Date set forth above.

LINCOLN INTERMEDIATE UNIT

By: ___________________________________

Consultant:____________________________________


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EXHIBIT A

COMPENSATION TERMS

The Consultant will invoice the LIU on a no more than weekly and no less than monthly basis, depending on services provided and invoicing deadlines set by the LIU business office. The LIU will issue a check to the Consultant within thirty (30) days of receiving an invoice, dependent upon invoicing deadlines and other requirements set by the LIU business office.

The current hourly rate for services provided by the Consultant is hour.

The Consultant will provide the LIU with 30 days written notice of any proposed change in the above-stated terms of compensation, in form of an Amendment to Exhibit A of this Agreement, to be executed(if agreeable) by LIU and the Consultant in accordance with Section 9 of this Agreement. If the proposed change is not accepted by the LIU, these compensation terms shall remain unchanged.

section 1: general information for vendors

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