REQUEST FOR PROPOSALS

Proposer’s Company Name

REQUEST FOR PROPOSAL

Kent District Library is seeking proposals for Actuarial and Administrative Services for Kent District Library Employees’ Retirement Plan.

Proposals Due:

Monday, November 3rd, 2008 by 2:00 p.m.

Kent District Library

814 West River Center, NE

Comstock Park, Michigan 49321

REQUEST FOR PROPOSAL Kent District Library is seeking proposals for Actuarial and Administrative Services for Kent District Library Employees’ Retirement Plan. Proposer will deliver five copies (5) of a sealed proposal to the following address:

Kent District Library Service Center

814 West River Center NE Comstock Park, Michigan 49321

By Monday, November 3rd, 2008 by 2:00 p.m.

Proposals must be submitted in a sealed envelope marked with the name, address and contact information of the proposing firm and the words “Proposal for Actuarial and Administrative Services for Kent District Library Employees’ Retirement Plan.” The Signature Page must be signed and should be submitted in a separate sealed envelope marked “Signature Page” and placed inside of the sealed proposal envelope. Do not include the Signature Page in each copy of your proposal. Proposals faxed or emailed will not be accepted. Any proposals received after the deadline will not be considered and will be returned unopened. Proposals will be opened publicly and names recorded immediately following the deadline for submission. As part of their proposals, bidders must confirm in writing that their proposals are consistent with the requirements outlined herein and clearly define any and all deviations. Proposals must be presented in the format of the proposal forms included in this RFP. All questions must be answered and all instructions must be followed. All proposals must be submitted in their entirety by the deadline. Complete proposal packages with detailed instructions may be printed off of the KDL website, http://www.kdl.org beginning Friday, October 17, 2008 or requested by calling 616-784-2016, ext 2230. A complete copy of the Kent District Library Retirement Document Plan is available at www.kdl.org/about/go/rfp Questions regarding this RFP may be sent to Sherry Bava, Finance Director, by fax (616-647-2950) or email ([email protected]) until Thursday, October 30th, 2008 by 5:00 p.m. Responses will be posted in the form of an addendum on KDL’s website, www.kdl.org as soon as possible. Please acknowledge receipt of the addendum(s) on the Signature Page of this RFP.

1

http://www.kdl.org/about/go/rfp

2

TABLE OF CONTENTS

TITLE PAGE Proposal Information………………………………………………… 3 Proposal Terms………………………………………………….…... 3 Proposal Specifics……………………….…………………………… 4 I. Project Purpose…………………………………………… 4 II. Background Information………………………………..… 4 III. Scope of Services……………………………………….… 4 A. Services Requested..………………….………….... 5

B. Additional Services...………...…………….……… 8 IV. Project Control …………………………..………………. 8 V. Required Written Documents……………………………. 8 VI. Standard Contract Provisions...…………………….……. 10

VII. Bidding and Implementation Timeline…………………… 11 VIII. Plan Profile …….. …………………………..……….… 12

IX. Other Important Information…………………….….…… 12

X. Schedule of Cost……….. ….……………...…………… 12

Signature and Price Page..………………………………………….… 13 Mandatory Response Checklist.…………….……………………….. 14

Verification of Minimum Qualifications Form ………………………. 15 Appendix A – Kent District Library Standard Contract………………. 16

3

PROPOSAL INFORMATION Definitions

“Proposer” an individual or business submitting a proposal to Kent District Library “Contractor” one who contracts to perform services in accordance with a contract “KDL” is Kent District Library in Michigan “Library” is Kent District Library in Michigan “Plan” is the Kent District Library’s Employees’ Retirement Plan PROPOSAL TERMS

A. Kent District Library reserves the right to reject any and all proposals received as a result of this RFP. If a proposal is selected, it will be the most advantageous regarding price, quality of service, the proposer's qualifications and capabilities to provide the specified service, and other factors that the Library may consider. The Library does not intend to award a contract fully on the basis of any response made to the proposal; the Library reserves the right to consider proposals for modifications at any time before a contract would be awarded, and negotiations would be undertaken with that proposer whose proposal is deemed to best meet the Library’s specifications and needs.

B. The Library reserves the right to reject any or all proposals, to waive or not waive informalities or irregularities in proposals or proposing procedures, and to accept or further negotiate cost, terms, or conditions of any proposals determined by the Library to be in the best interests of the Library even though not the lowest proposals.

C. Proposals must be signed by an official authorized to bind the proposer to its provisions for at least a period of 60 days. Failure of the successful proposer to accept the obligation of the contract may result in the cancellation of any award.

D. In the event it becomes necessary to revise any part of the RFP, addenda will be provided. Deadlines for submission of RFP's may be adjusted to allow for revisions. The entire proposal document with any amendments should be returned. To be considered, five copies (5) must be at the Library on or before the date and time specified.

E. Proposals should be prepared simply and economically providing a straight forward, concise description of the proposer's ability to meet the requirements of the RFP. Proposals shall be typewritten. No erasures are permitted. Mistakes may be crossed out and corrected and must be initialed in ink by the person signing the proposal.

4

F. A standard Kent District Library Services Agreement will be executed between KDL and the consultant (see Appendix A) unless the proposer submits a contract that is acceptable to KDL. KDL reserves the right to award the total proposal, to reject any and all proposals in whole or in part, and to waive any informality or technical defects if, in KDL’s sole judgment, the best interests of Kent District Library will be so served.

PROPOSAL SPECIFICS I. Project Purpose The intent of this document is to provide interested consultants with sufficient information to enable them to prepare and submit proposals for consideration by the Kent District Library for providing Actuarial and Administrative Services for Kent District Library Employees’ Retirement Plan. See Section III, Scope of Services for more detail. II. Background Information The Kent District Library is a non profit governmental unit. It is a District library with 18 branches located throughout Kent County, Michigan and an Administrative office located in Comstock Park, Michigan. KDL is governed by a Board of Trustees, is the busiest library in the State of Michigan and is among the largest with nearly 300 full and part-time employees. KDL pays its staff bi-weekly. KDL employs both union and non-union staff. The Kent District Library Employee Retirement Plan (the Plan) is a single-employer defined benefit plan covering substantially all employees of KDL. The Plan was established and may be amended by the Plan Pension Board. The Plan provides retirement, disability and death benefits to plan members and their beneficiaries. III: Scope of Services Proposers are to indicate responses to ALL service requirements and specifications listed below in the order listed using the same numbering system. If Proposer does not desire to provide or does not feel qualified to provide a response to a specific requested service, that should be indicated. Proposer will not necessarily be penalized for their failure to respond in the affirmative to all separate service items. Proposer should concentrate on the individual services they believe they are best qualified to provide. Each response shall specifically reference the Proposer’s ability to provide the listed services. The Trust acknowledges that all Proposers may not be able to provide all of the services requested below. Proposer shall indicate those services that they will provide.

A. Services Requested

5

Proposer should, at a minimum, provide a response to each of the services listed in the chart below. Answer the chart as follows: 1) in column (a) provide a detailed description or explanation of how Proposer intends to provide such service; and 2) column (b) answer yes or no to whether Proposer provides the listed service.

(a)

Description of Service

(b) Provide

(Yes or No)

1. Perform annual actuarial valuations of the Plan, to determine funding requirements and the financial condition of the Plan, in accordance with federal and/or state law, Internal Revenue Service, and Department of Labor requirements for each plan year. The annual actuarial valuation will contain an actuarial report containing a glossary of terms and sufficient explanatory text to permit a reasonable understanding by the Retirement System of the actuarial assumptions, cost methods and conclusions. This shall include, but is not limited to, a summary of the plan, description of actuarial assumptions and cost methods, display of age groups and services matrices for active members and a display of retired lives by age groups and types of benefits.

Comments:

2. Provide annual projections of outlays, receipts, fund balances, and the un-funded liability each year. Develop a funding progress evaluation based on the results of the valuation(s) performed and determined by the Retirement System and Actuary to be appropriate.

Comments:

3. Recommend contribution rates necessary to meet the necessary funding goal as established by the Retirement System.

Comments:

4. Provide Actuarial Gain/Loss Experience Analysis. The analysis shall describe the reasons the recommending changes in the contribution rates from year to year, based on a comparison of actual changes in liabilities with expected changes according to each of the various actuarial assumptions.

Comments:

6

(a)


(b) Provide

(Yes or No)

5. Develop and provide various tables and factors needed by the Plan. These include, but are not limited to, mortality tables, present value factors, and survivor benefit factors.

Comments:

6. Maintain a historical database of employee service and compensation information, and any other information required for the Plan.

Comments:

7. Provide certified benefit calculations for retiring and terminated vested employees and assist the Retirement System staff with developing calculation worksheets and agreements for retirees.

Comments:

8. Interpret the Plan and assist in responding to questions that may arise concerning eligibility and the rights and benefits of retirees.

Comments:

7

(a)


(b) Provide

(Yes or No)

9. Keep the Retirement System advised of retirement law changes, developments in Federal Legislation and/or regulations regarding financing, benefits, vesting, fiduciary responsibility, disclosure, etc.

Comments:

10. Assist with preparing any required Plan filing with the Internal Revenue Service.

Comments:

11. Provide actuarial consultation and advisory services on any technical, policy, legal or administrative problems arising during the course of operations – by occasional meeting and routine telephone calls and written correspondence.

Comments:

12. Make recommendations from time to time relative to possible improvements in the financing and benefit structure of the system and to new developments in the retirement industry and their implications for the Plan. Keep the Retirement System apprised of current trends and progress within the actuarial profession.

Comments:

8

(a)


(b) Provide

(Yes or No)

13. The supervising and/or support Actuary shall be readily accessible to the Retirement System or a designee by telephone within one (1) working day.

Comments:

14. The supervising and/or support Actuary shall be available for periodic educational discussions with the Retirement System and/or members.

Comments:

15. Provide any information required to allow the Retirement System to fully comply with generally accepted accounting principles

Comments:

B. Additional Services Proposer intends to provide under this RFP. Describe any additional service(s) Proposer intends to provide under this RFP that is not set forth in Section III.A above.

IV. Project Control

At the time of implementation the consultant will meet with Library’s Pension Plan Administrator on a regular basis to review progress and provide necessary guidance to the consultant in solving problems that may arise.

V: Required Written Documents Please follow the format and instructions outlined below, observing format requirements where indicated. Proposals submitted which do not include the following items may be deemed non-responsive and disqualified from contract award.

A. Contents of Proposal All proposals must contain the following sections:

1. Cover Page – The Cover Page should include the following information:

9

• Contact Person for RFP • Business Address: • Business Phone: • Facsimile Phone:

Any further correspondence by the Retirement System to the Proposer for the purposes of this RFP will be addressed to the Proposer’s contact person at the address, phone number and facsimile submitted by the Proposer in this section. 2. Table of Contents – The Table of Contents should outline in sequential order the major areas of the proposal. All pages of the proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the Table of Contents. 3. Executive Summary – A Summary of no more than two pages of the Proposer’s response. 4. Scope of Services – This narrative addresses the Proposer’s ability to provide the services requested in Section III of the RFP, including any exception if allowed, enhancement or other information that the Proposer deems relevant. If subcontractors are part of the proposal, include a list of subcontractors to be used in this section as well. 5. Qualifications of the Proposer -

General Capability:

• Describe the organization’s qualifications to provide the services requested in this

RFP. • Provide your company’s name and address. If multiple locations, indicate

headquarter location. • Provide a listing of the company’s officers and/or principals. • Provide a description of the company’s geographical service areas, including

national, regional, and local offices, if applicable. • Disclose the number of employees that shall be assigned to provide the services to

the Plan. Indicate whether staff to provide the services are currently on board or if recruitment will be necessary.

• Identify the office location and personnel that will be responsible for providing the services to the Plan and provide biographical information on such individual(s), especially their experience with public pension entities.

Financial Management

• Provide the most recent certified financial statements as of a date not earlier than the end of the Proposer’s preceding official tax accounting period, with a statement in writing, signed by a duly authorized representative, stating that the present financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with an explanation for a material change.

10

Experience

(1) Describe the Proposer’s experience and past performance with public pension clients. Also, state the number of years the Proposer has been in existence, the current number of employees and the primary markets served.

(2) Provide a detailed description of comparable contracts (similar in scope of services to those requested in this solicitation) which the Proposer has either ongoing or within the last three (3) years. The description should identify for each project: (i) the client; (ii) description of the work, including the number of employee participants; (iii) total dollar value of the contract; (iv) contract duration; (v) customer contact person and phone number for reference; (vi) statement or notation of whether your firm is/was the prime contractor or subcontractor or sub-consultant; (vii) the names of the principals who worked on the project; and (viii) the results of the project. Where possible, list and describe those projects performed for similar size public entities.

(3) Describe any other experiences related to the work or services described in the Scope of Services and any other information that may be specific to the required services to be provided.

(4) Describe staff qualifications, years of experience and specialization in the field of services required in this RFP. Provide resumes for all principals Proposer anticipates will render services under this RFP.

(5) Identify all complaints filed with the State Department of Consumer Affairs, Better Business Bureau, any other agency maintained for consumer protection, or in any state or federal court, against your company within the last five (5) years related in any way to the provisions of services sought by this RFP. Provide disposition of each.

(6) Describe any previous or present contractual agreements with the Plan.

Legal/Insurance (1) List and explain any litigation, including current status or disposition, in which your company is or has been involved within the past five years that concerned in any manner your delivery of the kinds of services requested in the RFP. (2) Indicate insurance coverage(s) currently maintained and indicate if higher coverage will be obtained, if required by the Plan. (3) Indicate the method to be used to indemnify the Plan for services provided.

VI. Standard Contract Provisions 1. The contract will be for a term of at least 1 year with the option to renew for

additional terms at the Library’s sole discretion. • At the time of renewal, fees and services may be renegotiated.

2. The Library reserves the right to sign any document necessary to protect prices,

delivery schedules, interest rates or any other critical factor contained in the response to this RFP.

11

3. No action will be binding on the Library until a contract has been executed by both parties.

4. The successful vendor will be expected to sign an agreement containing the

Library’s General Contract Provisions. 5. A description of the specific staff that will comprise the project team for this

assignment and their qualifications, including estimated time commitment for each staff person as a percentage of the total time to complete the work.

6. One complete and signed Signature Page, as contained in this RFP. Please

include a more detailed breakdown of costs by module, type of service, etc., and attach that to the Signature Page. Specify which costs are related to the initial implementation and what the on-going, monthly and annual expenses would be. It is possible that some features may not be purchased due to budget constraints and therefore we need to be able to see what the related savings would be. The Signature Page must be signed and should be submitted in a separate sealed envelope marked “Signature Page” and placed inside of the sealed proposal envelope. Do not place a Signature Page in the copies of your proposal.

It is not the intent of this RFP to solicit an overly long response, but it is important the firm’s experience/expertise be adequately described. It will, for example, be much more useful to address abilities and expertise directly comparable to this project than to include an exhaustive list of all projects completed by the firm. VII. Bidding and Implementation Timeline A project schedule should be provided in your proposal, demonstrating the time elements in weekly intervals. This project schedule must consider all major elements and their relations, as described in the Scope of Services. If you do not believe this preliminary schedule can be accommodated, please include a revised schedule along with your rationale in the proposal. Please submit your proposal to meet the following proposed schedule: RFP for Actuarial and Administrative Services posted on www.kdl.org October 17th, 2008 Advertisement Appearing in Grand Rapids Press October 19th & 27, 2008 Addendums posted to KDL website as needed Deadline for Proposals by 2:00 pm November 3, 2008 Complete Analysis of Proposals November 7, 2008 Interviews of Finalists if necessary Week of November 10, 2008 Contract Award by Board of Trustees November 20, 2008 VIII. Plan Profile

http://www.kdl.org/

12

The Kent District Library Employee Retirement Plan (the Plan) is a single-employer defined benefit plan covering substantially all employees of KDL. The Plan was established and may be amended by the Plan Pension Board. The Plan provides retirement, disability and death benefits to plan members and their beneficiaries. Revenue sources include employer contributions, member contributions, and earnings on investments. Contributions and investment income for the fiscal year ended December 31, 2007 totaled $2,705,889. The primary expenses of the plan include the payment of pension benefits to members and beneficiaries, refunds of contributions, and plan administration. Total deductions, including investment management fees, for the fiscal year ended December 31, 2007 were $344,961; of this, payments for retirement benefits were $293,017, an increase of $58,731 from 2006. As of January 1, 2008, KDL had thirty-seven (37) retirees and twenty-four (24) deferred retirees. Meanwhile, there were 263 active members (i.e., those who are enrolled in the plan, actively working at KDL, and not yet receiving retirement benefits.) The net assets as of January 1, 2008 were $28,664,359. When considered against the plan’s actuarial valuation and future needs, the plan is funded at a 113% funding ratio. For the January 1, 2009 valuation the valuation interest rate assumption is 8.89%. IX. Other Important Information

A complete copy of the Kent District Library Retirement Document Plan is available at www.kdl.org/about/go/rfp

Participant Statistics – As of January 1, 2008 Actuarial Valuation Report

Type of Participant Number of Participants Active Participants 263 Vested Terminees - Deferred Benefits: These individuals terminated employment and have not yet begun benefits.

24

Retirees: These individuals have terminated employment and are receiving benefits.

37

Total Participants in the Plan 324

http://www.kdl.org/about/go/rfp

13

SIGNATURE AND PRICE PAGES

The undersigned agrees to enter into an agreement with the Library to provide Actuarial and Administrative Services for Kent District Library Employees’ Retirement Plan. For the purpose of this RFP, the Retirement System is requesting pricing information for actuarial and administrative services related to the Plan as listed in Section III A. Proposer must complete a detailed Price Proposal. Failure to provide a detailed Price Proposal as requested below may make the Proposer non-responsive. Prices must include any costs for hours estimated plus expenses. Proposer must do the same for any additional services Proposer listed in Section III B. The Retirement system acknowledges that Proposer may not be able to provide all of the services requested. Proposer shall provide all cost associated with the service(s) as detailed in response to Section III: Scope of Services. The Price Proposal should include the following: 1. A total cost for the services to be provided listed in Section III; ___________________ 2. Attach to this page a price breakdown for each individual service to be provided as responded to in Section III A. Pricing should be listed using the same order and numbering system as used in the Scope of Services Chart found in Section III A; and 3. Pricing for any additional services Proposer listed in Section III B. ________________ _______________________________________ Signature Date _______________________________________ Print Name _______________________________________ Title _______________________________________ Company Name _______________________________________ Company Address _______________________________________ City State Zip _______________________________________ Telephone # Fax # _______________________________________ Email The above individual is authorized to sign on behalf of company submitting proposal. This proposal is valid for 60 days from the date of the above signature. The Consultant will be required to provide an insurance certificate and may need to sign a standard Kent District Library Service Contract. Proposing firm acknowledges receipt of Addendum No. _______

14

THIS MANDATORY RESPONSE CHECKLIST MUST BE SUBMITTED AS PART OF YOUR PACKAGE

RESPONSE CHECKLIST ADDENDUM(S) ACKNOWLEDGED (IF APPLICABLE) FIVE(5) HARD COPIES OF PROPOSAL FORM COPIES OF ALL REQUESTED DOCUMENTS AND INFORMATION SERVICES REQUESTED TABLE SIGNATURE AND PRICE PAGE(S)

15

VERIFICATION OF MINIMUM QUALIFICATIONS FORM

Failure to complete this form may result in your bid being deemed non-responsive and rejected without further evaluation. Attach additional pages if necessary. a) Must have been in the business of providing the requested services for a period of at

least 3 years. Provide a summary of how you meet this qualification, or attached documentation showing you meet this requirement: __________________________________________________________

b) Must be able to provide Kent District Library at least three (3) business references who have received services from your business. Provide references below. The Library may contact the listed agencies.

1. Company that performed work: ________________________________________ Client Name: ______________________ Title: __________________________ Client Contact: _____________________Email:__________________________ Phone Number: ______________Contract Start/Expiration Dates: ____________

TYPE OF WORK PERFORMED:

__________________________________________________________________



__________________________________________________________________



__________________________________________________________________

16

Appendix A STANDARD PROVISIONS FOR CONTRACTS If a contract is awarded, the selected vendor will be required to adhere to a set of general contract provisions, which will become a part of any formal agreement. These provisions are general principles, which apply to all contractors of service to the Library such as the following: ARTICLE I - SCOPE OF SERVICES

The Consultant will (SPELL OUT SCOPE OF SERVICE) ARTICLE II - COMPENSATION

Upon completion of the above services and submission of invoices the Library will pay the Consultant an amount not to exceed (SPELL OUT DOLLAR AMOUNT).

ARTICLE III - REPORTING OF CONSULTANT

Section 1 - The Consultant is to report to the Library Director and/or his/her designee and will cooperate and confer with him/her as necessary to insure satisfactory work progress.

Section 2 - All reports, estimates, memoranda and documents submitted by the Consultant must be dated and bear the Consultant's name.

Section 3 - All reports made in connection with these services are subject to review and final approval by the Library Director.

Section 4 - The Library may review and inspect the Consultant's activities during the term of this contract.

Section 5 - When applicable, the Consultant will submit a final, written report to the Library Director.

Section 6 - After reasonable notice to the Consultant, the Library may review any of the Consultant’s internal records, reports, or insurance policies.

ARTICLE IV - TERM

This contract begins on (MONTH, DAY, YEAR) and ends on (MONTH, DAY, YEAR). ARTICLE V- PERSONNEL

Section 1 - The Consultant will provide the required services and will not subcontract or assign the services without the Library’s written approval.

17

Section 2 - The Consultant will not hire any Library employee for any of the required services without the Library’s written approval.

Section 3 - The parties agree that the Consultant is neither an employee nor an agent of the Library for any purpose.

ARTICLE VI - INDEMNIFICATION AGREEMENT The Consultant will protect, defend and indemnify Kent District Library, its officers, agents, servants, volunteers and employees from any and all liabilities, claims, liens, fines, demands and costs, including legal fees, of whatsoever kind and nature which may result in injury or death to any persons, including the Consultant’s own employees, and for loss or damage to any property, including property owned or in the care, custody or control of Kent District Library in connection with or in any way incident to or arising out of the occupancy, use, service, operations, performance or non-performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Consultant, any sub-Consultant, or any employee, agent or representative of the Consultant or any sub-Consultant. ARTICLE VII- INSURANCE REQUIREMENTS The Consultant will maintain at its own expense during the term of this Contract, the following insurance:

1. Workers' Compensation Insurance with Michigan statutory limits and Employers Liability Insurance with a minimum limit of $100,000 each accident for any employee.

2. Comprehensive/Commercial General Liability Insurance with a combined single

limit of $1,000,000 each occurrence for bodily injury and property damage. The Library shall be added as "additional insured" on general liability policy with respect to the services provided under this contract.

3. Automobile Liability Insurance covering all owned, hired and non-owned vehicles

with Personal Protection Insurance and Property Protection Insurance to comply with the provisions of the Michigan No Fault Insurance Law, including residual liability insurance with a minimum combined single limit of $1,000,000 each accident for bodily injury and property damage.

4. Professional Liability coverage with a minimum limit of $1,000,000 each

occurrence. The Library shall be added as “additional insured” on Professional liability policy with respect to the services provided under this contract.

Insurance companies, named insured’s and policy forms shall be subject to the approval of the Kent District Library Director. Such approval shall not be unreasonably withheld. Insurance policies shall not contain endorsements or policy conditions that reduce coverage provided to Kent District Library. Consultant shall be responsible to Kent District Library or insurance companies insuring Kent District Library for all costs resulting from both financially unsound insurance companies selected by Consultant and their inadequate insurance coverage. Consultant shall furnish the Kent District Library

18

Director with satisfactory certificates of insurance or a certified copy of the policy, if requested by the Library Director. No payments will be made to the Consultant until the current certificates of insurance have been received and approved by the Library Director. If the insurance as evidenced by the certificates furnished by the Consultant expires or is canceled during the term of the contract, services and related payments will be suspended. Consultant shall furnish the Library Director's Office with certification of insurance evidencing such coverage and endorsements at least ten (10) working days prior to commencement of services under this contract. Certificates shall be addressed to the Library Director, Kent District Library, 814 West River Center NE, Comstock Park, MI 49321, and shall provide for 30 day written notice to the Certificate holder of cancellation of coverage. ARTICLE VIII - COMPLIANCE WITH LAWS AND REGULATIONS The Consultant will comply with all federal, state and local regulations, including but not limited to all applicable OSHA/MIOSHA requirements and the Americans with Disabilities Act. ARTICLE IX- INTEREST OF CONSULTANT AND LIBRARY The Consultant promises that it has no interest that would conflict with the performance of services required by this contract. The Consultant also promises that, in the performance of this contract, no officer, agent, employee of the Kent District Library, or member of its governing bodies, may participate in any decision relating to this contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is directly or indirectly interested or has any personal or pecuniary interest. However, this paragraph does not apply if there has been compliance with the provisions of Section 3 of Act No. 317 of the Public Acts of1968 and/or Section 30 of Act No. 156 of Public Acts of 1851, as amended by Act No.51 of the Public Acts of 1978, whichever is applicable. ARTICLE X- CONTINGENT FEES The Consultant promises that it has not employed or retained any company or person, other than bona fide employees working solely for the Consultant, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. For breach of this promise, the Library may cancel this contract without liability or, at its discretion, deduct the full amount of the fee, commission, percentage, brokerage fee, gift or contingent fee from the compensation due the Consultant. ARTICLE XI - EQUAL EMPLOYMENT OPPORTUNITY The Consultant will not discriminate against any employee or applicant for employment because of race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief (except as it relates to a bona fide occupational qualification reasonably necessary to the normal

19

operation of the business). The Consultant will take affirmative action to eliminate discrimination based on sex, race, or a handicap in the hiring of applicant and the treatment of employees. Affirmative action will include, but not be limited to: Employment; upgrading, demotion or transfer; recruitment advertisement; layoff or termination; rates of pay or other forms of compensation; selection for training, including apprenticeship. The Consultant agrees to post notices containing this policy against discrimination in conspicuous places available to applicants for employment and employees. All solicitations or advertisements for employees, placed by or on the behalf of the Consultant, will state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief. ARTICLE XII - ASSIGNS AND SUCCESSORS This contract is binding on the Library and the Consultant, their successors and assigns. Neither the Library nor the Consultant will assign or transfer its interest in this contract without the written consent of the other. ARTICLE XIII - TERMINATION OF CONTRACT Section 1 -Termination without cause. Either party may terminate the contract by giving thirty (30) days written notice to the other party. ARTICLE XIV - EQUAL ACCESS The Consultant shall provide the services set forth in paragraph I without discrimination on the basis of race, color, religion, national origin, sex, sexual orientation, marital status, physical handicap, or age. ARTICLE XV - OWNERSHIP OF DOCUMENTS AND PUBLICATION All documents developed as a result of this contract will be freely available to the public. None may be copyrighted by the Consultant. During the performance of the services, the Consultant will be responsible for any loss of or damage to the documents while they are in its possession and must restore the loss or damage at its expense. Any use of the information and results of this contract by the Consultant must reference the project sponsorship by the Library. Any publication of the information or results must be co-authored by the Library. ARTICLE XVI - PAYROLL TAXES The Consultant is responsible for all applicable state and federal social security benefits and unemployment taxes and agrees to indemnify and protect the Library against such liability. ARTICLE XVII - PRACTICE AND ETHICS

20

The parties will conform to the code of ethics of their respective national professional associations. ARTICLE XVIII - CHANGES IN SCOPE OR SCHEDULE OR SERVICES Changes mutually agreed upon by the Library and the Consultant, will be incorporated into this contract by written amendments signed by both parties. ARTICLE XIX - CHOICE OF LAW AND FORUM This contract is to be interpreted by the laws of Michigan. The parties agree that the proper forum for litigation arising out of this contract is in Kent County, Michigan. ARTICLE XX - EXTENT OF CONTRACT This contract represents the entire agreement between the parties and supersedes all prior representations, negotiations or agreements whether written or oral.