REQUEST FOR PROPOSAL (RFP) No USM

Transcription

1 REQUEST FOR PROPOSAL (RFP) No USM Technical and Management Consultants to Assist USM institutions with Consulting, Implementation and Maintenance of Enterprise Resource Planning (ERP) Systems with a primary emphasis on Oracle/PeopleSoft Software For Various campuses and facilities of the University System of Maryland (USM) and Other educational institutions in Maryland Issue Date: March 3, 2011 Pre-Proposal Conference: Not applicable, none to be held Deadline for Questions: Tuesday, March 15, 2011 Technical Proposal Due Date: Tuesday, March 22, 2011, 4:00 P.M. WARNING: Prospective vendors who have received this document from a source other than the Issuing Office should immediately contact the Issuing Office and provide their name and mailing address in order that amendments to the RFP or other communications can be sent to them. Any prospective vendors who fails to notify the Issuing Office with this information assumes complete responsibility in the event that they do not receive communications from the Issuing Office prior to the closing date.

2 SECTION 1. - INTRODUCTION TO THIS REQUEST FOR PROPOSAL SECTION 2. SPECIFICATIONS and REQUIREMENTS SECTION 3. PROPOSAL REQUIREMENTS SECTION 4. SECTION 5. EVALUATION AND SELECTION PROCEDURES INTENTIONALLY OMITTED SECTION 6. RFP TERMS AND CONDITIONS ATTACHMENT A: Technical Proposal Forms Proposal Affidavit Acknowledgement of Receipt of Addenda ATTACHMENT B: Mandatory Contract Terms and Conditions and Sample Contract ATTACHMENT C: Contract Affidavit ATTACHMENT D: Form for Price Proposals (Sample Only; only shortlisted firms will be requested to submit a Price Proposal ATTACHMENT E: Minority Business Enterprise Notice, Utilization Goal And Forms (Including Exhibits A, B, C, D and E) ATTACHMENT F: Electronic Funds Payment ATTACHMENT G: Living Wage Version 2011.final Page 2 of 87

3 SECTION 1 - INTRODUCTION TO THIS REQUEST FOR PROPOSAL 1.1. PURPOSE The purpose of this Request for Proposal (RFP) is to select from among competing proposals the optimum combination of price and functionality to meet the requirements outlined herein. Proposals will be independently evaluated and ranked considering all the specifications contained herein. Technical merit will have a greater weight than price ISSUING OFFICE The sole point of contact on behalf of the University System of Maryland (USM or University) for purposes of this RFP is the Issuing Office. The Issuing Office is: Valerie Rolandelli, C.P.M. AVP, Strategic Contracting Office of the CFO and COO University of Maryland University College 3501 University Blvd. East, Room ICC-3120 Adelphi, MD Telephone: (301) (effective March 7, 2011) [email protected] or Kendra Fray Business Analyst Telephone: [email protected] 1.3. QUESTIONS AND INQUIRIES: All questions and inquiries regarding this procurement are to be directed to the individuals referenced with the Issuing Office above, in writing. All such questions and inquiries must be received by close of business on Friday, March 15, It is preferable that questions be submitted via to [email protected] and [email protected]. Inquiries will receive a written reply. All questions will be answered in writing, in the form of an addendum to the RFP. Both questions and answers will be distributed, without identification of the inquirer(s), to all prospective contractors who are on record with the Procurement Officer as having received this RFP. No oral communications from the project team can be relied upon for proposal purposes PRE-PROPOSAL CONFERENCE. A Pre-Proposal Conference will not be held for this solicitation. Version 2011.final Page 3 of 87

4 1.5 REVISIONS OR AMENDMENTS TO THIS RFP The University reserves the right to amend this solicitation at any time prior to the proposal due date. If it does become necessary to amend any part of this solicitation, the Procurement Officer will furnish an addendum to all prospective offerors listed by the University as having received a copy of the RFP. All addenda will be identified as such. If necessary, the proposal due date may be extended. Offerors are required to acknowledge the receipt of all amendments, addenda, and clarifications issued by completing the Acknowledgement of Receipt of Addenda Form (see Attachment A) and including it with their proposal PROPOSAL CLOSING DATE/DUE DATE AND TIME An original plus six (6) copies (for a total of 7) and one (1) CD or flashdrive of the Technical Proposal must arrive at the Issuing Office by Tuesday, March 22, 2011 at 4:00 PM local time in order to be considered. Offerors are requested to clearly mark the "original" set of the Technical Proposal Price Proposals are not requested at this time. At the completion of the technical evaluation, price proposals will be requested of all firms in the Competitive Range (the short list ). An original and one (1) copy (for a total of 2) of the Price Proposal will be required (See Attachment D for sample Price Proposal form). The due date for Price Proposals will be sent to all firms in the Competitive Range, however it is anticipated that Price Proposals will be due on or about April 27, Firms that are considered not susceptible of receiving an award as a result of this RFP will be so notified. Offerors are requested to clearly mark the "original" set of the Price Proposal Offerors mailing proposals shall allow sufficient mail delivery time to insure timely receipt by the Issuing Office. Proposals or unsolicited amendments to proposals arriving after the due date and time will not be considered LATE PROPOSALS CANNOT BE ACCEPTED. Proposals are to be delivered to the University's Office of the COO and CFO, University of Maryland University College, 3501 University Blvd East, Inn and Conference Center (ICC), Room ICC-3120, Adelphi, MD The University recommends against use of mail or delivery services which will not guarantee delivery directly to Room ICC Proposals delivered to the campus central mail facility or to locations other than Room ICC-3120 will not be considered "received" by the University's Procurement Office until they arrive at Room ICC-3120 and are clocked in. The University will not waive delay in delivery resulting from need to transport a proposal from another campus location, or error or delay on the part of the carrier. Directions to UMUC can be found at the website If you are unfamiliar with the location of UMUC and/or Room ICC-3120 within the Inn and Conference Center and plan to hand deliver your proposal, it is strongly recommended that you take a trial run prior to the due date and time for proposals. Version 2011.final Page 4 of 87

5 1.7. PUBLIC INFORMATION ACT NOTICE: Contractors should give specific attention to the identification of those portions of their proposals that they deem to be confidential, proprietary information or trade secrets and provide any justification why such materials, upon request, should not be disclosed by the State under the Access to Public Records Act, State Government Article, Title 10, Subtitle 6, Annotated Code of Maryland. Contractors must clearly identify each and every section that is deemed to be confidential, proprietary or a trade secret (it is NOT sufficient to preface your proposal with a proprietary statement, or to use a page header or footer that arbitrarily marks all pages as confidential). Any individual section of the proposal that is not labeled as confidential with an accompanying statement concerning the rationale for its claimed confidentiality shall be considered public information RECEIPT OF PROPOSALS. Proposals will not be opened publicly; nor, can the identity of Offerors (individuals or entities) submitting proposals ( Offerors ) be disclosed prior to actual contract award MODIFICATION OR WITHDRAWAL OF OFFERS Proposals may be modified or withdrawn by written notice received at the Issuing Office before the proposal due date and time ORAL PRESENTATIONS Offerors may be required to make an oral presentation of their offer in order to clarify their proposals. If the University feels that such a presentation is needed, the Issuing Office will schedule a time and place for oral presentation. Each contractor should be prepared to discuss and substantiate any of the areas of the proposal submitted, as well as its own qualifications to furnish the specified products and services. Contractors are to submit a complete and comprehensive response to this solicitation and should not rely on the possibility of oral presentations for a further opportunity to present information requested in this RFP ECONOMY OF PREPARATION: Each proposal should be prepared simply and economically, providing a straightforward, concise description of the contractor's offer and capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content INCURRED EXPENSES. Neither The University nor the State of Maryland is responsible for any expenses that Offerors may incur in preparing and submitting proposals or in making oral presentations of their proposals, if required BASIS FOR AWARD All proposals will be evaluated by an evaluation committee. The University may classify a proposal as "not reasonably susceptible for award" if it does not meet the requirements of this solicitation. The University may also determine that an offeror is "not responsible", i.e., does not Version 2011.final Page 5 of 87

6 have the capabilities in all respects to perform the work required. Should a proposal be found not reasonably susceptible for award, or if an offeror is found not responsible, the proposal will not be considered further and the Offeror will be notified accordingly. The committee will make a recommendation for award of this contract to the responsible offeror(s) whose proposal(s) is/are determined to be the most advantageous to the University, considering both technical and price factors as set forth in this RFP. Technical merit will have greater weight than price. An award made to an offeror pursuant to this solicitation is tentative and is final only after approval by the USM Board of Regents and the Maryland Board of Public Works, and after execution of the contract on behalf of the University LIVING WAGE REQUIREMENTS A solicitation for services under a State contract valued at $100,000 or more may be subject to Title 18, State Finance and Procurement (SFP) Article, Annotated Code of Maryland. Additional information regarding the State s Living Wage requirement is contained in this solicitation (see Appendix F entitled Living Wage Requirements for Service Contracts). If the Offeror fails to submit and complete the Affidavit of Agreement, the State may determine an Offeror to be not responsible. Contractors and Subcontractors subject to the Living Wage Law shall pay each covered employee at least $12.28 per hour, if State contract services valued at 50% or more of the total value of the contract are performed in the Tier 1 Area. If State contract services valued at 50% or more of the total contract value are performed in the Tier 2 Area, an Offeror shall pay each covered employee at least $9.23 per hour. The specific Living Wage rate is determined by whether a majority of services take place in a Tier 1 Area or Tier 2 Area of the State. The Tier 1 Area includes Montgomery, Prince George s, Howard, Anne Arundel, and Baltimore Counties, and Baltimore City. The Tier 2 Area includes any county in the State not included in the Tier 1 Area. In the event that the employees who perform the services are not located in the State, the head of the unit responsible for a State contract pursuant to (d) shall assign the tier based upon where the recipients of the services are located. The contract resulting from this solicitation will be deemed to be a Tier 1 contract or a Tier 2 contract depending on the location(s) from which the contractor provides 50% or more of the services. If the contractor provides 50% or more of the services from a location(s) in a Tier 1 jurisdiction(s) the contract will be a Tier 1 contract. If the contractor provides 50% or more of the services from a location(s) in a Tier 2 jurisdiction(s), the contract will be a Tier 2 contract. If the contractor provides more than 50% of the services from an out-of-state location, then the contract will be deemed to be a Tier 1 contract. The Offeror must identify in their Offer the location(s) from which services will be provided. Refer to Attachment G for further information. Version 2011.final Page 6 of 87

7 SECTION 2. SPECIFICATIONS and REQUIREMENTS 2.1. BACKGROUND: The University System of Maryland The University System of Maryland (USM), a public corporation and independent unit of the State of Maryland, is one of the State's most valuable assets and adds immeasurably to the quality of life in Maryland. The nation's 12th largest university system, the USM's network of 13 institutions enrolls nearly 130,000 students worldwide in 600 degree programs delivered in classrooms, laboratories, education centers, and online. The USM has a budget in excess of one billion dollars annually. The USM's nationally ranked programs, leading-edge research collaborations, and innovative business partnerships provide opportunities that support the USM mission and the goals of the USM Strategic Plan as they prepare students for both the promises and demands of the new century. For more information about the USM and its campuses see A principal mission of the University is development and education of its students. USM students are our primary customers and stakeholders PURPOSE AND SCOPE The purpose of this solicitation is to select multiple consulting firms capable of partnering with the University System of Maryland (USM) and its institutions/campuses to upgrade Enterprise Resource Planning (ERP) systems and to provide ongoing on-call services related to ERP systems. The primary, but not sole, emphasis is to implement and/or upgrade the Oracle/Peoplesoft Enterprise application software. However, the resulting contracts may also be used for adhoc consulting for a variety of technology organizational and system needs. In September 2000, ten of the eleven institutions within the USM licensed Peoplesoft administrative software and proceeded to implement that software in the core administrative functions for Human Resources, Financials, Student Administration, Contributor Relations, Grants Management and other significant areas. At this time, most of the ten institutions have met their implementation targets and are working with the software in production. However, the management of upgrades, implementation of additional software and integration of this software with other functions remain ongoing work at all ten institutions. This solicitation includes both long term partnering relationships for upgrades and for new implementations as well as limited, ad hoc consulting needs of short duration. The USM Institutions that have collaborated on this RFP are: Bowie State University (BSU) Coppin State University (CSU) Frostburg State University (FSU) Salisbury State University (SSU) Towson University (TU) University of Baltimore (UB) University of Maryland, Baltimore (UMB) University of Maryland, Batimore County (UMBC) University of Maryland Eastern Shore (UMES) Version 2011.final Page 7 of 87

8 University of Maryland University College (UMUC) University System of Maryland Office (USMO) Any campus or institution of the University System of Maryland (USM) may use the contracts awarded as a result of this RFP. (Note: The University of Maryland College Park (UMCP) is not a PeopleSoft ERP user, but may elect to utilize the resulting Master Contracts for other technical and functional consulting needs.) Participation by USM campuses and/or institutions in any PeopleSoft Implementation and consulting agreement is voluntary. USM institutions will not be required to procure IT consulting services exclusively from the selected vendor(s). The USM reserves the right to procure services from other sources when it is in the best interest of the USM and to do so without notice to vendor(s). The requirements of this solicitation represent the very diverse and complex needs of the USM. USM and its constituents will continue to modify and enhance its administration products. The awarded Contractors must be able to adapt to changing technology needs. The resulting Master Contracts may be modified at USM s sole discretion as technology needs and products evolve during the term of the contract INDEFINITE QUANTITY, INDEFINITE DELIVERY AWARD This Request For Proposals is intended to result in Master Contracts for indefinite quantity, indefinite delivery awards that will apply to all institutions using the contracts. The USM makes no guarantee that any specific amount of work or dollar commitment will be made after award of the contract. The USM reserves the right to make multiple awards and/or split awards as a result of this RFP. It is the USM s intent that several firms will be awarded indefinite delivery, indefinite quantity, contracts as a result of this RFP. Participating institutions will then award Task Order Contracts (TOC s) or issue purchase orders under the Master Contracts for specific scopes of works and/or projects as needs arise. Scopes of Work and/or Projects will be awarded on a task order by task order basis. Work may be done full time or part time, on a fixed fee basis, not-to-exceed fee basis, or Time and Materials Successful responding firms will be expected to be capable of supplying fully qualified individuals, typically with strong higher education experience, on relatively short notice from participating institutions Scope of Services The services required will include, but are not limited to, longer term partnering relationships for major implementations and/or upgrades including new module implementations for ERP Systems, primarily, but again not limited to, Oracle/PeopleSoft; and shorter term, adhoc engagements directed toward limited scope of work efforts for a variety of technological consulting needs. Responders to this solicitation may elect to respond for the entire scope of services, or for only a niche area of adhoc consulting (such as, but not limited to, IT Organization Consulting, IT Security Consulting, Functional User Technology Needs Assessments, etc.) Version 2011.final Page 8 of 87

9 Upgrades: Services will include long term (typically several months to one year or more) efforts to upgrade or enhance major components of the Oracle/Peoplesoft Enterprise ERP. Since all ten institutions have implemented PS in local environments, versions differ on each campus. All are on various version of 8.x and 9.x. See Exhibit A following this Section 2. Responders will provide consultants with significant experience in Oracle/PS Enterprise implementations and upgrades to assist current staff in completing the upgrade and enhancements with new technical/functionality of these and other modules. Responders may be asked to either provide on-site consultants or may propose the use of managed services (remote upgrade labs, hosting services, etc.) or any combination of these and other alternatives Managed Services: Services will be provided remotely such as upgrade labs, hosting services, legs/regs services, maintenance for unsupported products, etc Limited time, ad hoc consulting efforts: Services will focus on the shorter term (typically weeks to months) with specific contracts awarded. Scopes of Work (SOW) will typically be presented by the buying USM institution for isolated tasks of limited duration aimed at the resolution of one or more specified issues. These SOW s may cover either technical or functional areas. SOW s may cover processes that are part of a major upgrade or implementation or may deal with issues associated with other IT or functional user related areas, such as technology needs assessments, technology organization issues, training in technical and functional areas, etc. Tasks may range from purely technical to purely functional or a mixture of both. Task orders may be as short as a single day or may extend over months. Examples of a typical adhoc consulting effort might be: Provide a consultant for two weeks to assist on campus staff in the building of a particular PeopleSoft Student Admin/Campus Solutions data table. Provide specific help with database issues in either Oracle or MS SQL Server. Assist a functional unit on assessing its technology needs to improve its business processes; Conducting an assessment of the organizational structure of a technology or functional unit and making recommendations for service improvement to internal customers; 2.4 CONTRACT TERM The initial Master Contract term will be for a period of five years. The Contract term is expected to start in early July, 2011 and end June, Thereafter, the Contract may be extended, at the USM s sole option, on a month by month basis and/or annually for a cumulative total not to exceed an additional five (5) years. Any task order contract (TOC) or purchase order (PO) commencing during the term (or terms) of the Master Contract is to be completed under the terms and conditions of the Master Contract even if the TOC or PO extends beyond the term of the Master Contract term. Version 2011.final Page 9 of 87

10 2.5. PRICE INCREASES: It will be the responsibility of the contractor to request a price increase, if any, at least ninety (90) days prior to the end of each 12 month anniversary of the Contract Start Date. Any price increase not received by that time, will not be considered and pricing will remain as stated during the previous 12 month period. A price increase, if any, shall not exceed the Consumer Price Index ( CPI ) for All Urban Consumers as published by the US Department of Labor Statistics. For purposes of calculating the potential increase, the CPI to be used will be the index for twelve-month period ending at the previous calendar year. For example, if the contract term ends June 30, 2012, the price index for the twelve-month period ending December 2011 will be used. Statistics will be referenced as a cap for negotiable purposes only. The Contractor is not to assume that any price increase will be applied to yearly renewals. If a Contractor fails to request an increase in one year and does so in a subsequent year, increases will not be cumulative to include the year in which an increase was not requested General Scope of Work Firms will provide expert technical, functional and organizational consultants to work with USM Campuses and institution s in-house staff in accordance with the Task Order Request for Proposal (TORP) from the buying institution. Firms should have demonstrable knowledge and experience in higher education institutions IT applications, such as, but not limited to, Oracle PeopleSoft applications ( HRMS, Financials, Campus Solutions, Portal, CRM, UPK) processes and requirements. The specific tasks, required deliverables, and TORP process are described in detail below in Sections 2.9 and The USM staff is equipped to handle many systems management functions and applications development functions. However, the USM may choose to use the vendor s services for additional activities Participating Institutions Refer to Exhibit A following this Section 2 for a list of the USM institutions that have collaborated on this RFP. The table in this Exhibit shows the products and version that are currently being used at each institution. The USM does not guarantee that all institutions will make a contract or purchase order award after award of the RFP DEFINITIONS: Campus: Independent unit of the University System of Maryland. Contractor: An offeror that receives a Master Contract as a result of this RFP. Also see Master Contractor. ERP: Core application software for all administrative systems including but not limited to HR, Financials, Student administration, Grants Management, data warehousing, CRM and others. Institution: Organizational unit of the USM or other entity. Institution may be a USM campus, a research unit like the USM Center for Environmental Studies, a large but distinct unit Version 2011.final Page 10 of 87

11 of a campus (for example, UMES Department of Human Resources and IT department), a non- USM institution of higher education. Offeror: Responder. Person or firm that submits a Proposal in response to this RFP. Same as Master Contract: An Indefinite Delivery, Indefinite Quantity contract between the USM and a Master Contractor that set the terms and conditions of Contract agreements (like Task Order Contracts and Purchase Orders) but does not specify or guarantee any work or payment. Master Contractors are eligible to receive and/or compete for Task Orders or Scopes of Work. Master Contractor: Person or firm awarded a Master Contract as a result of this RFP. Master Contractors are eligible to receive or compete for Task Orders under the TORP process. Procurement Office: the Administrative office of each campus and/or Institution that is authorized to sign contracts on behalf of the Institution. Procurement Officer: Person authorized to sign contracts on behalf of the Institution. Responder: or Proposer. Person or firm that submits a Proposal in response to this RFP. Same as Offeror Task Order Request for Proposal (TORP). The process used to seek proposals for specific scopes of works or projects from awarded Master Contractor(s) that have been awarded Master Contracts under this RFP. Task Order or Task Order Contract: Written notice to a Master Contractor that has been awarded a specific scope of work or project under a Task Order Contract (TOC) or Purchase Order for work to be done under one or more Master Contracts that resulted from this RFP; The Task Order (TOC) authorizes the Master Contractor to perform work as specified in the Task Order Request for Proposal or Task Order Scope of Work. USM: University System of Maryland CONSULTING SERVICES REQUIRED The USM is seeking consulting partners, preferably with a minimum of 5 years experience in higher education technical and functional consulting, to provide ongoing on-call services related to ERP systems, such as, but not limited to Oracle/PeopleSoft Enterprise. The responders must be able to demonstrate significant levels of experience that will provide them with thorough grasp of both the applications and the higher education environment in which these applications are deployed. In addition to direct knowledge of the applications as they pertain to higher education, the responding firms must also evidence by their experiences a complete knowledge of process re-design, change management, web based services, enterprise wide project management, knowledge transfer techniques and training. Version 2011.final Page 11 of 87

12 Master Agreements will result from this solicitation with subsequent Task Order Agreements and/or Purchase Order agreements awarded on an Institution by Institution basis. Task Order Contracts or Purchase Order agreements will be awarded and signed by the Procurement Officer for each Institution Technical Requirements/Contractor s Obligations: Unless a specific Task Order Request states otherwise, the following Sections to are requirements of all engagements done under the resulting contracts. Specifics of each engagement may be altered by the Scope of Work and/or the USM Project Manager of the individual institution Project Review The Contractor shall meet with the University to fully understand the Scope of the Project and all other pertinent aspects of the project. The Contractor s staff is expected to be fully familiar with the scope documents. The Contractor shall become an integral part of the Project Team that will coordinate the development and progress of the project processes. The Contractor shall develop project procedures, in cooperation with the University, that will be used as a guide for the management and coordination of this project throughout the life of the project. Progress meetings will be held at an interval specified in the Scope of Work. These meetings are to be attended by the Contractor s Project Manager, and periodically by the Contractor s Project Executive to ensure that the prime contact person (Project Manager) and a back-up person are up-to-date at all times. In addition, the Contractor is expected to have its Functional Leads and Technical Leads and support personnel in attendance at select meetings based on the agenda items. There will be other special work sessions related to specific issues that are identified during the project, such as, but not limited to, internal work sessions related to a specific project matter with the University s Project Team to which the Contractor s Project Manager is expected to be in attendance. The intensity of such meetings will vary during the project. All proposing firms are to anticipate meetings weekly during the project. The Contractor s personnel are expected to review and be well versed in the Scope of Work; particularly, the Project Manager, Functional Experts, and Technical Lead. The Contractor is to have representatives at every meeting, presentation, etc. during the design phase; it is the University s expectation that this representative is the Project Manager (s). Version 2011.final Page 12 of 87

13 Business Process Engineering (BPE) related to the Application The Contractor shall, after a complete review of the current state of the application software and understanding of the intent of the University, provide business process recommendations to the University. All recommendations must be fully reviewed with the University and approved prior to implementation. The University views this as an ongoing process. The Contractor is expected, therefore, to be pro-active and participate on an ongoing basis relative to business processing ideas. BPE efforts shall result in an implementation design that is most effective long term operational costs relative to issues of business processing and best practices. The Contractor shall notify, in writing, the University upon observing any features in the design that appear to be ambiguous, confusing, conflicting or erroneous. The Contractor is to review with the University the format for tracking these BPE items at the onset of the project Schedule The Contractor shall utilize and maintain a University approved computer based software scheduling system (such as Microsoft Project), which will allow the Contractor to provide appropriately detailed phased schedules. The Contractor may also be asked to develop schedules related to project sequencing options. Scheduling software shall allow for integration of all aspects of the project processes and provide for coordination of all work to be performed. The scheduling software shall be capable of producing and coordinating logic developed network diagrams. Scheduling includes, but is not limited to, project activities and project resources. The scheduling software must define both of these in the schedule for the project. The schedule shall include a projection of all project phase activities to include Contractor staff and University staff (if applicable) loading throughout the phases of the project. It is intended that this schedule will be utilized throughout the project. The project schedule shall be sufficiently detailed to allow for a realistic projection of project activity sequences and durations. Updated schedules will be required at each progress meeting. The Contractor is to establish a detailed schedule for use during the project with the concurrence of the University. The Contractor is responsible to monitor this schedule during the project, insure that this schedule is maintained and advise the University of any deficiencies in adhering to this schedule by any party. The Contractor shall provide regular monitoring of the schedule as the project progresses, identify potential variances between scheduled and desired completion dates, review schedule for work not started or incomplete and take the action necessary to meet the required completion date. It is the Contractor s responsibility to meet the required project completion date(s) as noted in these solicitation documents. If the Contractor finds that action must be taken in order to meet Version 2011.final Page 13 of 87

14 this contractual responsibility, all costs associated with such action are the Contractor s responsibility within the fee unless a delay is attributable to the University. If the Contractor finds that the schedule has been impacted by an action or inaction on the part of the University, the Contractor must review the situation with the University and obtain a change order amendment for such work prior to taking any action which has a cost impact Project Control a. Project Staffing At the University s discretion, Contractor s staff may work remotely or be required to be onsite. -Unless stated otherwise in the University s SOW, the Contractor s representatives (either on-site and/or remote resources) shall manage the work of its own staff and any sub-contractors and coordinate the work with the activities and responsibilities of the University to complete the Project in accordance with the University's objectives. -The Contractor shall maintain a competent and adequate full-time staff approved by the University to coordinate and provide adequate direction of the work and to monitor progress of the Sub-Contractors on the Project at all times. -It is understood that the designated and approved Contractor representatives will remain on the job and in responsible charge as long as those persons remain employed by the Contractor, unless the University has reason to agree otherwise during the course of the project and a contract amendment is issued accordingly by the the University Procurement Office. The University may, at its sole discretion, request change of Contractor s personnel if deemed to be in the best interest of the Project. If such a request is made, Contractor is to work diligently in finding a suitable replacement in a timely manner. -Contractor must provide staffing at the University per the Scope Of Work. Travel (if required) by contractor s staff must be scheduled to accommodate the schedule mandated by the Scope Of Work, that is, contractor s personnel must plan their travel to allow for arrival at the University sufficiently early, and are not to leave the University until the time identified in the Scope Of Work, unless prior approval has been obtained from the University s Project Manager. b. Meetings The Contractor shall schedule and conduct regular weekly progress meetings, and as directed by the University, at which the University and other designated representatives, and the Contractor can discuss jointly such matters as progress, scheduling, and project-related problems. Version 2011.final Page 14 of 87

15 Agendas at these meetings are to include, but not be limited to, the development, review and updating of all phases of the project, including: Project Goals Roles and responsibilities of the Project Team Project Communications Plan Project Issues Tracking Procedure to include Issues Resolution Management Process and Project Plan and Milestones Project Schedule Project Plan Status Report Issues Tracking Log Quality Assurance Tasks/Testing Schedule Change Order Activity Risk Mitigation Plan -The Contractor shall distribute complete minutes of meetings to all attendees and others as directed by the University within three (3) days of such meetings (unless another interval is agreed to by the University). Representatives of the University may attend meetings and shall receive all notices and minutes of meetings. -The Contractor shall also conduct Executive Manager s meetings on a minimum of monthly or as requested by the University. The purpose of Executive Manager s meetings is to brief executive representatives of the University and the Contractor on the project s progress and issues. The monthly report (as defined in Reports below) is to be the basis for the discussion. The Executive Manager s meetings are to be attended by executive representatives of the University and the Contractor to discuss overall project matters and project procedures to insure that all parties are meeting their obligations to insure a successful project. The Contractor shall distribute complete minutes of Executive Manager s meetings to all attendees and others as directed by the University within three (3) days of such meetings (unless another interval is agreed to by the University.) c. Quality Assurance 1. The Contractor shall test the Work to guard the University against defects and deficiencies in the Work. He shall advise the University of any apparent variation and deviation from the intent of the Contract Documents and shall take the necessary action to correct such variations and deviations within the terms of the contract documents. The Contractor shall provide documentation of all quality assurance reports in a format agreed to by the University to the University Project Manager with the monthly report. 2. The University shall, in all cases, make final interpretation of the Contract Documents and rule on compliance of the Work. Version 2011.final Page 15 of 87

16 It is anticipated that personnel from the University Project Team will be involved in all testing, as well as review and approve all Test results. It is the responsibility of the Contractor to advise the University's Project Manager of scheduled tests with appropriate advance notice. d. Change in Scope 1. The University may make changes unilaterally, at any time, by written order (via a contract amendment) within the general scope of the work to be performed under the Contract. 2. The Contractor shall notify the University in writing with detailed cost supportive data if any apparent change in scope or design will require a change in the fee. 3. It is understood and agreed that refinement and detailing may be accomplished from time to time with respect to the project plan and specifications. No adjustment in the fee or the Scheduled Completion Date shall be made unless such refinement or detailing results in changes in the scope and/or design of the Project, as determined by the University. Nothing herein shall be construed to preclude the University from ordering minor changes in the Work not involving increases in cost, consistent with the intent of the Contract Documents. 4. No change order expenditures can be made against this contract without written approval by the University's designated representative via the issuance of a contract amendment to the contract by the University's Procurement Office. 5. Should a substantial scope change occur, the University would consider an equitable adjustment to the fee, based at the same hourly rates in the original fee proposal. Such consideration is the sole determination of the University. 6. For changes to the scope of the project, the request is to be submitted to the Institutional Project Manager. The University will review the Contractor s analysis and cost data and advise the Contractor of their findings. The University and Contractor shall reach mutual agreement on the nature of the subject change and upon the University's direction eliminate the circumstances of the change or negotiate a mutually agreed cost change to be made to the fee. e. Project Documents The Contractor shall maintain at the Project site, on a current basis, records of all necessary documents and revisions thereto which arise out of the contract or the Work. f. Contract Close Out 1. The Contractor is required to assign a staff person, at the appropriate time, to handle project close out activities, which includes preparation of all knowledge transfer Version 2011.final Page 16 of 87

17 g. Reports documents, record of customizations, training manuals and materials, maintenance items, lessons learned, etc. The Contractor is responsible for compliance with all Contract Close Out items per the Contract Documents. He shall obtain data from Sub Contractors and maintain a current set of records. 2. The Contractor is to work closely with the University Procurement Office to complete the procedures and schedule for Contract Close Out and the contractual obligations therein. 3. At the completion of the Project, and before final payment, the Contractor shall deliver all such records to the University. 1. In addition to the weekly progress meeting minutes, the Contractor shall provide to the University on a monthly basis or at the University's request, a written report inclusive of the items noted below. The report must be in a format acceptable to the University. 2. The monthly report by the Contractor is to include the items noted below. - Project Status: Overall summary of the project status to date for the Project inclusive of information on any Sub Contractors' Work and the percentage of completion for the Project. - Schedule: Revised project schedules with a summary statement as to the status of the Project. - Change Order: A summary statement as to the status of change orders for the Project inclusive of potential change orders, approved change order and rejected/voided change orders as well as change order, which require the University's immediate attention. - Deliverables: A summary statement as to the status of deliverables for the Project inclusive of items requiring the University s immediate attention. - Quality Assurance: A summary statement as to the status of quality control/testing for the Project including, but not limited to, number and type of tests performed, overall project quality to date, and recommendations. -Personnel Status Reports: A status report with Project Name, Purchase Order #, Status Report Start & End date, Consultant Name, Actual Task Hours for Reporting Period, Actual Amount of Task Charges for the period. Status Report hours and dollars are to be reconciled with the Invoice for the status period. Invoice for the status period is tracked against the budgeted amount for the Version 2011.final Page 17 of 87

18 project. This reporting assures compliance with USM & Legislative Audit requirements. Unless stated otherwise in a Task Order Contract, Consultants shall submit biweekly timesheets of the hours worked and bi-weekly status reports of work accomplished ot the USM Project Manager or his/her designee for approval and sign-off for billing approval. - Issues Log A summary of the project issues including description of the issue, party responsible for resolving the issue, status of the issue, impact on the project, recommendations for resolution, and deadline for key decisions. h. Separate Contracts Without invalidating the relationships with the Contractor, the University reserves the right to let other contracts in connection with the project, the work under which shall proceed simultaneously with the execution of the Contractor's work. The Contractor shall afford other separate contractors reasonable opportunity for the execution of their work and the Contractor shall take all reasonable action to coordinate his work with theirs. If the work performed by the separate contractor is defective or so performed as to prevent the Contractor from carrying out his work according to the plans and specifications, the Contractor shall immediately notify the University upon discovering such conditions. i. Functional Support: Functional support services will include but are not limited to supplying resources with expertise in system functionality as well as assistance and guidance in applying the University business rules to software upgrades. Support services in this category may also include: Fit-gap analysis related to the Implementation or Upgrade Analysis of customizations, development of customizations and retrofits Configuration Assistance in developing and automating test cases Test execution and evaluation Document preparation Knowledge transfer Data validation j. Technical Support: The Contractor will be expected to provide a full range of resources in support of the University s upgrade effort at a module and sub-module level. Services in this category will include but are not limited to: Application programming use of Oracle/PeopleSoft tools, Query, n/vision, SQL/SQR, Java, Crystal, Brio, XML Publisher, other report programs and COBOL; Prototyping and building scripts Table Set up and Loading Data mapping/conversion and migration Version 2011.final Page 18 of 87

19 Oracle database administration System testing and evaluation Standards and documentation creation; and Server configuration consulting Escalation Assistance k. Project Management Services: Services in this category will include but are not limited to the following: Collaboration with the University's project teams in the development and maintenance of a comprehensive upgrade plan and supplying project management tools and/or updating the Project Plan Template and other applicable project management tools to meet the University's specific needs. The Contractor will be expected to work with the University and conform to its methodology. Project-support services will include but are not limited to assistance in project schedule development, task identification, management, and tracking. Contractors will be expected to help project team leaders strategize, plan, conduct group meetings, and ensure effective team dynamics in execution of project plan steps. l. Training Services: Services in this category will include but are not limited to the following: Conduct training needs assessment (strategy, plan, processes, schedule, etc.) for project team and end users. Develop, document, update, and maintain course contents, (manuals, exercises, handouts, etc.). Developing training methodology DEFINITION OF PERSONNEL REQUIREMENTS a. Project Manager - Use their project management expertise and experience in conjunction with their fundamental understanding of the PeopleSoft Applications and PeopleTools to evaluate project task schedules and manage the overall implementation to successful completion for all modules and sub-modules. This position will manage and coordinate the other selected offerors. Each Institution may have one Campus Project Manager to coordinate the institutional implementation with the overall project management of the coalition efforts through the USM Project Director (Manager) b. Quality Assurance - Works with Database Administrators and Business Analysts to determine overall quality and testing plans for the project deliverables. c. System Administrators - Design, implement, and maintain security. Version 2011.final Page 19 of 87

20 d. System Architect - Use their fundamental understanding of the application, PeopleTools and available technologies to evaluate and design the technical solutions for the organization. e. Database Administrators - Manage the database by understanding how security is set up and the impact of system customizations, upgrades, and database maintenance. f. Business Analyst - Analyze strategic business requirements, map data from existing systems to PeopleSoft, and develop best business practices. g. Module Lead - Assures system design, conversion of data, customizations, development of interfaces, and upgrades are maintained across business processes. h. Programmer Analysts - Focus on conversion of data, system customization, development of interfaces and upgrades. Write queries and customize reports. i. Functional Lead Provides liaison to functional user community and provides understanding of functional business requirements j. Technical Lead Provides the technical skills required to implement, modify and operate software in support of functional requirements k. Upgrade Specialist has significant experience in the upgrade of software from old to new versions l. Upgrade Lab Technician -Can provide full service upgrade capability with minimal involvement by local technical staff, if so desired by institution. m. Trainer can train University staff in a variety of technical and functional areas n. Organizational Consultant has significant experience in providing a variety of organizational consulting services related to technical and functional units within a large organization or institution The USM expects its staff to play a very significant role in the implementation of the PeopleSoft modules and sub-modules. It is expected that the conversion of existing legacy data and development of interfaces to/from existing USM and State systems will be the responsibility of the USM staff. Offeror s expertise and guidance will be heavily relied upon in establishing, tracking, and successfully completing detailed tasks associated with upgrades and maintenance IMPLEMENTATION: Award of Projects: As a need arises in a participating institution, the University will be contact one of more of the Master Contractors using the following Task Order Request for Proposals process (TORP). Version 2011.final Page 20 of 87

21 As well, the University may designate any TORP as a Small Business Reserve TORP, whereby only those On-Call ERP/IT Contractors who are Small Businesses as defined by the State of Maryland will be asked to respond. Projects may be awarded on a task order by task order basis as a) fixed lump sum price; b) Not to exceed price; or c) time and material basis TORP Scope of Work and Proposals: The task order proposal process will be handled as follows: (1) The buying institution s applicable institutional staff will (i) prepare a written scope of work for the particular project inclusive (at a minimum) of: implementation time frame/schedule; scope of services required including hours of operation; and (ii) conduct a pre-proposal meeting, if applicable, with one or more of the awarded Contractors The Contractor or Contractors will provide to the University a Task Order Proposal for services for the specified project in accordance with the TORP issued by the applicable University institution. Proposals may be requested to include, but are not limited to, the following: a. Names of the ERP/IT Contracting firm's personnel who will staff the project inclusive of position and applicable background/resume and references. b. Project plan and approach to providing the services; c. A statement committing to the required time frame to complete the work in accordance with the University's scope d. Quoted 1) lump sum fee or 2) not-to-exceed price or 3) time and material (dependent on the requirements within the University's scope of services) with a breakdown by position, task hours for each, and billable hourly rate (ERP/IT firm are required to use the quoted hourly rates established and specified in their contract with the University.) and, e. A statement indicating the MBE percentage commitment for the project (Note: The contract has a 10% MBE goal.) Version 2011.final Page 21 of 87

22 f. The University reserves the right to request other information (such as project experience, firm references, etc.) from an ERP/IT Contracting firm as it deems appropriate. In such instances, this requested information will be included in the scope of services/proposal request issued by the applicable USM institution Evaluation: The applicable USM institution will review the Task Order Proposal or Proposals received and make an award to the Contractor whose offer is the most advantageous proposal(s). The applicable Institution will evaluate the proposals for, but not limited to, cost advantage, proposed assigned key personnel's expertise and time commitment, MBE commitment, ability to meet the required schedule, and other factors specific to each project. The evaluation criteria and process is solely at the University s discretion and will be included in the scope of services/proposal request issued by the applicable USM institution. The award will be based in accordance with the task order proposal request and may be based: a) solely on price with the lowest responsive and responsible cost receiving the award; b) on a combination of technical and price evaluation/ranking, c) solely on technical expertise followed by the USM Institution negotiating a fee with only the top ranked firm; in the event of unsuccessful price negotiations, the USM Institution may discontinue negotiations with the top ranked firm and proceed to the next rank, and so forth; or d) solely on the university s judgment that an extension of an existing TORP award to the same vendor is in the best interest of the university Award: A Task Order Contract (TOC) or Purchase Order (P.O.) will be issued to the Contractor for each specific task order by an Institution. All Offerors further understand and agree that the University makes no guarantee of any work or dollar amount will be assigned to the selected Contractors Task Order Contract or Purchase Order Terms and Conditions. Although the terms and conditions of the Master Contract apply to all TOC s and/or PO s done under it, the TOC or PO may contain terms and conditions specific to the buying institution. The University s Task Order Contract or Purchase Order terms and conditions, plus any addition terms and conditions specified in the Task Order Project Request (solicitation) will control. Note: If the contractor wishes to propose alternate or additional terms and conditions, or agreement/contract forms, those terms and conditions and/or forms must be clearly included in the Technical Proposal response to this RFP, and must be clearly delineated for the Procurement Officer's review. Any proposed agreement forms or additional terms and conditions are subject to modification required by State of Maryland Law, Version 2011.final Page 22 of 87

23 Regulation, and University Procurement Procedures. The University shall not be obligated to consider any terms or conditions submitted after the proposal due date. The University's refusal to consider forms, terms or conditions submitted after the closing date shall in no way relieve the contractor from performing the services specified herein under the specific provisions, terms and conditions of this RFP and USM Task Orders. If a contractor's Technical Proposal does not contain any statement relative to the acceptance of or requested modification to the provisions, terms and conditions contained in this RFP, then the contractor shall be deemed to concur in full with all provisions, terms and conditions of this RFP. When a Contractor is awarded a Master Contract from USM, the Contract will include all of the applicable contract terms and conditions (including those terms submitted by the Contractor and accepted by the USM) Project Communications: All communications on projects by the Contractor are to be directed to the designated applicable USM Institution s IT Project Manager only. All instructions, directions, and information will be by the designated University's Project Manager only Project Change Orders: Change order work shall not proceed until a written Change Order or Task Order Contract Amendment has been issued to the Contractor by the applicable University's Procurement Officer confirming the additional work and the applicable additional cost (if any) Personnel Changes: Any staff changes by the selected Contractor in the submitted key personnel must be reviewed and approved by the applicable USM Institution s Procurement Office via the issuance of a task order contract amendment or purchase change order prior to any reassignments being made Minority Business Enterprise (MBE) Participation: As noted in Attachment E, the MBE participation goal is set at 10% under this contract. At the time of the receipt of Task Order Proposals, each Master Contractor is to submit to the applicable USM Institution s Procurement Office the appropriate MBE Forms for the applicable project. MBE forms are available from the applicable USM s Procurement Office. Version 2011.final Page 23 of 87

24 EXHIBIT A TABLE OF USM INSTITUTIONS USING PEOPLESOFT Version 2011.final Page 24 of 87

25 PeopleSoft Enterprise Product Status July 2010 USM COMPOSITE See explanatory notes at bottom Product Line Application BSU CSU FSU SU TU UB UMB UMBC UMES UMUC Database Oracle MS SQL MS SQL MS SQL Oracle MS SQL Oracle Oracle MS SQL Oracle Financials General Ledger Receivables 9.0 X X Payables Asset Management 8.4 D 9.0 FUTURE Financials Portal Pack X X X X Project Costing X X X X Contracts 9.0 X X Grants 9.0 X Budgeting 9.0 X X Puchasing Billing 9.0 X X X Expenses 9.0 X X Mobile Time and Expense X X X X X eprocurement D FUTURE FUTURE FUTURE 9.0 D 8.9 Cash Management X X x Deal Management X X x X Risk management X X x X esettlements X X x Internal controls enforcer X X x Resource Mgmt X X x Program Mgmt X X x Proposal Mgmt X X x X ESA Portal Pack X x Project portolio Mgmt X x Supply Chain Mgmt Inventory x X esupplier Connection X x X Strategic Sourcing X x X Supply chain Portal X x X Catalog Mgmt X x X HRMS Combined HR/CS datab X Payroll Benefits Administration 9.0 X FUTURE X X Time and Labor X Candidate Gateway D FUTURE FUTURE FUTURE Talent Acquisition Mgr X 9.0 D FUTURE FUTURE FUTURE ecompensation FUTURE eprofile FUTURE edevelopment FUTURE ebenefits FUTURE

26 PeopleSoft Enterprise Product Status July 2010 USM COMPOSITE See explanatory notes at bottom Product Line Application BSU CSU FSU SU TU UB UMB UMBC UMES UMUC epay FUTURE Directory Interface FUTURE 9.0 X ecompensation Mgr Desktop X FUTURE eprofile Mgr Desktop X FUTURE eperformance FUTURE FUTURE Recruit Workforce FUTURE 8.0 Training Administration FUTURE 9.0 Competency Management X X X 8.3 Career Planning X X FUTURE X X Succession Planning X X FUTURE X X Workforce Administration FUTURE Position Management X FUTURE Health and Safety X FUTURE 9.0 X International Assignments X X FUTURE X X Labor Relations X X X X X Regulatory Requirements X X 9.0 X X Base Benefits 9.0 X Variable Compensation X X X Salary Planning X X X FUTURE X Total Compensation X FUTURE X HRMS Portal Pack X Campus Solutions Academic Advisement FUTURE SUNGARD Campus Community X Financial Aid X Recruiting and Admissions X Student Financials X Student Records X Contributor Relations DROPPED 9.0 X 9.0 X X 9.0 Outreach X FUTURE X X 9.0 Community Directory FUTURE X X 9.0 Learning Management X X 9.0 Personal Portfolio FUTURE X X Learner Services X X 9.0 Community Access 9.0 X FUTURE X X 9.0 Gradebook 9.0 FUTURE X FUTURE FUTURE X 9.0 Enterprise Portal FUTURE 9.0 FUTURE FUTURE X 9.0

27 PeopleSoft Enterprise Product Status July 2010 USM COMPOSITE See explanatory notes at bottom Product Line Application BSU CSU FSU SU TU UB UMB UMBC UMES UMUC EPM Enterprise Warehouse X x X Workforce Scorecard X x X Workforce Rewards X x X Workforce Planning X x X EPM Activity Mgmt X x X EPM portal Pack X x X EPM Enterprise Scorecard X x X UPK Developer 9.0 D (3.5.1) X LIVE 3.1 D(3.5.1) Content for HRMS 9.0 D X LIVE Content for Financials 9.0 D X FUTURE Content for EPM X X X X X X Content for Campus Solutions 9.0 D X LIVE 3.1 X CRM Support X x X Sales X x X Marketing X x X Help Desk X x X Cust Self Service X x X Help desk Empl Self Service X x X CTI Integration X x X Mobile Sales X x X Online Marketing X x X Help Desk HR X x X MultiChannel Comm X x X CRM Portal X x X Telemarketing X x X Campus Self Service X x X x X Advancement Advancement/Involve ment X x X Campus Portal X x X NOTES: 1. A version number in a cell indicates that the module is live 2. LIVE indicates that no version number was supplied but module is live 3. FUTURE indicates that there is some level of consideration to bringing up the module but no commitment 4. X means that the module will not be deployed 5. D indicates module under developmen t and will be deployed soon 6. a Blank cell means no commitment in any direction

28 3. PROPOSAL REQUIREMENTS The following information should be submitted for all Proposals: Submission of the following documentation is required in the Technical Proposal. Reminder: No pricing information is to be submitted with the Technical Proposal. 3.1 Transmittal Letter A transmittal letter prepared on the Proposer's business stationery must accompany the proposal. The purpose of this letter is to transmit the proposal; therefore, it should be brief, but shall list all items contained within the Technical Proposal as defined below. The letter should include the name, address telephone number, FAX number and address of the primary contact person that the University should contact with questions, requests for clarification or notifications. The letter must be signed by an individual who is authorized to bind the firm to all statements, including services and financial, contained in the proposal. The Technical Proposal should be prepared in a clear and concise manner. It should address all appropriate points of this RFP except price information. The contents of this volume must address the following items, as indicated below, and additionally, must include the appropriate responses as indicated in item 3.3 as listed below. Offerors must indicate page numbers on their proposal, and are requested to provide tabs to separate responses to each of the technical criteria In general, proposals submitted in response to this RFP must demonstrate that the firm and, in particular, the project team will have: a. An understanding of key processes in higher education administration and experience providing guidance on best practices; b. An understanding of the modules and applications provided by ERP systems, such as Oracle/PeopleSoft and experience solving the issues that arise in implementing as well as upgrading the administrative systems in a higher education institution, particularly with regard to system integration issues; c. Knowledge and experience in the creation of data conversion methodologies and scripts to assure accurate movement of data from existing systems to the new systems; d. Proven ability to partner in implementing ERP systems such as Oracle/PeopleSoft products in a timely, efficient and effective manner; and interfacing with existing non- Oracle/People Soft products; e. Experience in carrying out ERP applications such as Oracle/PeopleSoft version upgrades or enhancements in a higher education or similar environment that demonstrates a full understanding of system life cycle issues; f. Ability to identify quickly and solve the technical issues that arise in a complex network environment and provide adequate guidance to minimize implementation and operational risks; g. Ability to integrate its methods and philosophies with those of the University and Oracle/PeopleSoft and develop relationships that are comfortable for the institution; h. Ability to build sustainable alliances in the service area(s) it proposes to provide; Version 2011.final Page 25 of 87

29 i. Experience and expertise in professional services related to ERP Applications such as Oracle/PeopleSoft products; and/or in adhoc consulting services associated with technical and functional applications; j. Strong project management procedures k. Ability to respond quickly to task order requests. l. The firm must demonstrate the added value the firm brings to the engagement. 3.3 Technical Proposal Requirements: The following information must be furnished in the Technical Proposal. Failure to include any of the items listed below may disqualify your firm's response Executive Summary The proposal must begin with an Executive Summary which clearly and concisely summarizes the content of the proposal. This summary is for introductory purposes and will not be part of the evaluation process as the information is to be a summary with the details provided in subsequent proposal contents Firm Profile a. Provide general information about the Proposing Firm: its location(s), number of employees by job title, types of work done, sales volume, brief history of the firm. b. An organization chart of the company showing parent company and any affiliates as well as where company that will be servicing the University is found on the organization chart. c. Address of firm s headquarters, nearest offices, and branch offices. d. Address of the office that will be serving University. e. Indicate what percentage of the firm s business is related to ERP Applications and what percentage of the firm s business is related to Oracle/Peoplesoft Enterprise consulting. f. Describe the relationships the firm has with Oracle/Peoplesoft. g. Describe how the firm partners with Oracle/Peoplesoft to insure successful upgrades/implementations. h. Describe the firm s higher education focus including what percentage of the firm s business is dedicated consulting in higher education information systems. i. Describe the firm s knowledge and experience in enterprise-wide software, particularly Oracle/PS Enterprise. Version 2011.final Page 26 of 87

30 j. Annual Sales Volume for company and the branch office which will service the University on a per year basis for the last three (3) years [2008, 2009, and 2010]. k. Annual Sales for ERP Applications such as Oracle/PeopleSoft Installations/Implementations. l. Firms shall provide a statement of financial condition, prepared in accordance with Generally Accepted Accounting Principles. Audited financial statements of the firm s last fiscal year and the past three (3) years must be provided. This information shall remain confidential unless the University is required by legal order to release such information. It is acceptable to provide one copy of this statement in the original copy of the Technical Proposal Experience of the Firm a. Provide a list of all higher education clients for whom the firm has task order based consulting in ERP Applications such as Oracle/Peoplesoft Enterprise products and related technical services. This list must include at least three institutions and/or University Systems. It is preferable that one of these clients was for Oracle/Peoplesoft Enterprise products. b. Describe in detail three (3) representative University/Institutional clients from the list above. Provide client contact including phone numbers with extension numbers that the USM may call for a reference. Information provided is to include description of the work done, dollar amount of the work; schedule of the work done; how long the firm has worked with the client; types and applicable versions of ERP Applications such as Oracle/PeopleSoft products involved; names of Firm s staff assigned to the project (and their roles). c. All references provided must be for professional services where the proposing firm provided professional services ERP Applications such as Oracle/Peoplesoft products and/or adhoc consulting engagements. It is preferable that references are from firms/institutions that are similar to the USM. It is preferable that references are from an institution of higher education. Version 2011.final Page 27 of 87

31 Management of the Contract and Staffing of Task Order Projects: a. Describe how your firm will manage the resulting contract. Upon receipt of a Task Order Request how does the firm allocate its staff resources. How does the firm ensure that appropriate staffing is proposed for each TORP. Describe in detail the firms staffing procedures including: (i) the relevant size of the proposed consultant pool that have the requisite knowledge and relevant experience and (ii)the firm s approach to staffing including how resources are allocated, how staffing is prioritized, how you ensure that staff remains committed to the project (s), your replacement policies, training of staff and how billable hours are managed and controlled. Included in this narrative is to be an explanation of how the Contractor proposes to meet the Minority Business Enterprise Participation goal of 10%. b. Provide a complete resume of the Account Representative (i.e. the primary point of contact for the USM Institutions responsible for allocating staff and responding to TORPs) and the Project Executive (the person who is the direct supervisor of the Account Representative and is the person who is responsible for the assignment of the appropriate resources to the requested engagement and would handle any issues that may need to be escalated above the Account Representative.) The resumes provided must include the person s educational background including degrees earned; work history including all employers and noting positions held with each employer and duration of each position; and similar project experience as that which will be done under the USM contract. Higher Education and Oracle/PeopleSoft project experience must be demonstrated. c. Provide samples of the resumes of consultants presently employed by your firm as evidence of quality and experience of your personnel. The resume must set forth the educational background, employment history, and specific experiences of the proposed consultant with ERP, such as Oracle/Peoplesoft, enterprise software and/or the technical environment relevant to each assignment. d. Narrative regarding the management of the assigned personnel by the Contractor and its quality assurance methodologies. e. In the event any consultant is removed from the project for any reason, the Contractor is required to obtain a suitable replacement. Responders must describe the turnaround time for replacing consultants and the process used to facilitate the transition to a new consultant without compromising the progress of the project. f) Knowledge Transfer: It is very important to the University that a clear methodology for knowledge transfer be defined by the Proposer. Knowledge transfer to the University s staff is to be addressed throughout the lifecycle of the Upgrade project. Proposing Firms are to address their understanding of knowledge transfer to the University and define a strategy to accomplish this. Version 2011.final Page 28 of 87

32 References of the Firm* The USM will contact one or more of the Contractor s clients provide in response to Section b. above. Cited references must be able to confirm, without reservation, the contractor's ability to perform as mandated in this solicitation. The contractor must use these references to support its proposal's viability. The University reserves the right to take any or all of the following actions: to reject a proposal based on an unsatisfactory reference, to contact any person or persons associated with the referenced site, to request additional references or contact any known organization using the services supplied by the contractor or the contractor's subcontractors, to contact independent consulting firms for additional information about the contractor or the contractor's subcontractors, to consider past performance with any USM institution even if not provided as a reference, and to have members of the Evaluation Committee visit any or all of the reference sites for demonstrations. *Note: References are to be provided in the Technical Proposal, however, only references of the shortlisted firms will be checked by the USM Special and Unique Qualifications: The Offeror is encouraged to provide additional information within the Technical Proposal describing any special or unique qualifications it may have that would contribute to the overall success of the Contract or provide added benefit to the USM. Offerors are encouraged to describe how the award of this contact to the Offeror will benefit the State of Maryland economy within this section of the response. Version 2011.final Page 29 of 87

33 4. EVALUATION AND SELECTION PROCEDURES 4.1. EVALUATION COMMITTEE All offers received by the due date and time will be evaluated. The Procurement Officer shall establish an Evaluation Committee (the "Committee") to review and rate the proposals. The Committee shall be composed of the Procurement Officer and other individuals appointed by the Procurement Officer ACCEPTABILITY OF PROPOSALS: The Procurement Officer shall determine which contractors have met the basic requirements of the RFP. The Procurement Officer shall have the sole authority to determine whether any deviation from the requirements of this RFP is substantial in nature. The Procurement Officer may waive or permit to be cured minor irregularities in proposals that are immaterial or inconsequential in nature, whenever it is determined to be in the University s best interest. In addition, the Procurement Officer may reject in whole or in part any and all proposals, and conduct discussions with all responsible contractors in any manner deemed necessary to best serve the interests of the University. The University reserves the right to make an award to more than one contractor or to split an award among contractors. The Committee shall thereafter review each proposal for compliance with the requirements of the RFP as set forth herein. The Procurement Officer will determine if the contractor is responsible and otherwise qualified. The Committee will make a recommendation for award to the Procurement Officer TECHNICAL EVALUATION: The Committee shall conduct its evaluation of the technical merit of the proposals in accordance with the requirements and criteria in this RFP. A contractor must satisfy and explicitly respond to ALL the specifications and requirements, including a detailed explanation of how each item is to be met. The evaluation committee will rank each qualified proposal on technical merit. The criteria that will be used by the committee for the technical evaluation of proposals for this procurement are listed below in descending order of relative importance: Firm Profile Firm Experience Management of the Contract and Staffing of Task Order Projects Firm References Special and Unique Qualifications The contractor's proposal is to state clearly that it meets the University s objectives; that is, that the contractor is fully capable of delivering the items and providing the services as specified in this RFP. Each contractor must provide a written detailed response to each requirement. Version 2011.final Page 30 of 87

34 Misinterpretation of specifications or requirements by the contractor shall not relieve the contractor of responsibility to accurately address the requirements of the RFP or to perform the contract, if awarded. The Committee may request site visits for the purpose of evaluating proposals and/or contractor's responsibility. The Committee may request additional technical assistance from any source. Industry standard references may be used during the evaluation process PRICE EVALUATION: Subsequent to the technical evaluation, a short list of technically qualified contractors will be asked to provide a separate price/financial volume proposal. Price information must be provided on the Form for Offerors Price Proposals, Attachment D to this RFP. Offerors shall provide hourly blended rates (hourly rates to include travel costs, G&A costs and all other costs) by position, These hourly rates must be valid for the initial year of the Contract. The buying USM institution may negotiate lower rates for services on a task order by task order basis. Note well: You must specify any and all costs and fees. Costs and/or fees not listed will not be allowed on any resulting contract. Offeror s may use additional pages to provide additional details, including any assumptions made in the calculation of prices. The Price Proposals will be distributed to the Financial Evaluation Committee. The Committee will evaluate each qualified proposal. This information will then be used to establish a financial ranking (from lowest to highest). Information from the form for price offers (Attachment D) may, at the sole discretion of the USM, be evaluated based on sample projects to determine financial rankings. The University makes no commitment or guarantee of the dollar value of any resulting PO or contract, nor do we guarantee any minimum order quantity FINAL RANKING AND SELECTIONS: Financial rankings of proposals will be combined with the corresponding technical ranking to determine a final ranking for each proposal. Technical merit will have a greater weight than price. The Committee will recommend contract award to the responsible contractor or contractors whose proposal is (are) determined to be the most advantageous to the University, considering the evaluation factors in this RFP, and price. Recommended contract awards, if any, resulting from this RFP, are subject to appropriate State approvals. Version 2011.final Page 31 of 87

35 4.6. NEGOTIATION: The University has the right to accept the best proposal(s) as submitted, without discussion or negotiation, and may do so. Contractors should therefore not rely on having a chance to discuss, negotiate and adjust their proposals. Responsible contractors who submit proposals initially judged by the Procurement Officer to be reasonably susceptible of being selected for award may be asked to discuss their proposals with the University to facilitate arrival at a contract most advantageous to the University. If the Procurement Officer determines that further discussion is in the best interest of the University, the Procurement Officer will advise all qualified contractors to submit a best and final offer for consideration by the Committee. However, discussions may not be conducted if the Procurement Officer determines either that discussions are not in the best interests of the University or that discussions need not be conducted: (a) with respect to prices that are fixed by law or regulation, although consideration shall be given to competitive terms and conditions; (b) because the time of delivery or performance does not permit discussions; or (c) because it can be demonstrated clearly from the existence of adequate competition or accurate prior cost experience with the particular item that acceptance of an initial offer without negotiation would result in a fair and reasonable price. Version 2011.final Page 32 of 87

36 SECTION 5: INTENTIONALLY OMITTED. Version 2011.final Page 33 of 87

37 SECTION 6. RFP TERMS AND CONDITIONS 6.1. DURATION OF OFFERS. Proposals (Technical Proposal and, if applicable, Price Proposal) submitted in response to this solicitation are irrevocable for 120 days following the closing date of the Price Proposal due date. This period may be extended by mutual agreement between the vendor and the University REJECTION OR ACCEPTANCE OF PROPOSALS. The University reserves the right to accept or reject any and all proposals, in whole or in part, received as a result of this RFP, to waive minor irregularities, to negotiate in any manner necessary to best serve the interest of the University. Further, the University reserves the right to make a whole award, multiple awards, a partial award or no award at all. Offerors judged by the procurement officer not to be responsible or offerors whose proposals are classified as not reasonably susceptible of being selected for award shall be so notified. The University reserves the right to increase or decrease the quantities of any materials, equipment, supplies or services. Offerors whose proposals are not accepted shall be so notified CANCELLATION OF SOLICITATION/REJECTION OF ALL PROPOSALS The University may cancel this solicitation, in whole or in part, as provided by the USM Procurement Procedures or reject all proposals submitted in response when this action is determined to be in the University's best interest PROPOSAL ACCEPTANCE; DISCUSSIONS This RFP creates no obligation on the part of the University to award a contract or to compensate contractors for proposal preparation expenses. The University reserves the right to accept or reject any and all proposals, in whole or in part, received in response to this RFP; to award to more than one contractor; to waive or permit cure of minor irregularities; and to conduct discussions with qualified contractors in any manner necessary to serve the best interest of the University. Discussions may be conducted with those responsible contractors who submit proposals initially judged by the Procurement Officer to be reasonably susceptible of being selected for award. However, the University reserves the right to award a contract based upon the proposals received without further discussions DISCREPANCIES, EXPLANATIONS AND CLARIFICATIONS Should an offeror find discrepancies in the specifications or contract provisions included in this solicitation, or should there be doubt as to the meaning or intent of any section or subsection herein, the offeror should request clarification from the Procurement Officer. Failure to request a clarification prior to the due date will be a waiver of any claim by the offeror for expenses made necessary by reason of later interpretation of the contract documents; offerors will be bound to the University's interpretation. Explanations and clarifications desired by an offeror shall be requested in accordance with the instructions contained "Questions and Inquiries." Version 2011.final Page 34 of 87

38 6.6. MINORITY BUSINESS ENTERPRISES. Minority Business Enterprises (MBE) are encouraged to respond to this solicitation notice. In addition, a MBE subcontract participation level of ten (10%) is established for the resulting contract. Please note that if a prime State of Maryland certified MBE contractor is awarded the contract, the subcontracting goal still applies. Refer to Attachment E for further information. Minority participation is important to the University and the State of Maryland. State-certified Minority Business Enterprises (MBE) are strongly encouraged to respond to this solicitation notice. If not certified by the Maryland Department of Transportation (MDOT), MBEs are encouraged to initiate certification as soon as possible. For more information on the State s MBE program or questions related to certification, please contact MDOT s Office of Minority Business Enterprise/Equal Opportunity, telephone or view the MDOT website MBE Exhibit A Certified MBE Utilization and Fair Solicitation Attachment and Exhibit B MBE Participation Schedule forms will be required at the time of submission of the price proposal. By submitting a response to the Upgrade of PeopleSoft at the University solicitation, the Offeror agrees to make an effort that such a percentage of the total contract award will be performed by Maryland state certified minority business enterprises. If an offeror fails to submit Exhibit A and Exhibit B with the Price Proposal as required, the Procurement Officer shall deem the Proposal non-responsive or shall determine that the offer is not reasonably selected for award SUBCONTRACTORS. The University will consider proposals that reflect primary and secondary service providers, or prime/subcontractor relationship. Subcontractors, if any, must be identified with a description of their role in the proposed services. There should be proof of ability of the primary to manage a subcontractor and successfully coordinate the delivery of quality service and support in a timely manner. The selected Offeror ( Contractor ) shall be solely responsible for all services under this RFP. The Contractor shall be fully responsible for the acts and omissions of its subcontractors and of persons directly or indirectly employed by them. The use of subcontractors does not relieve the Contractor of liability CONTRACTUAL AGREEMENT. The Contract to be entered into as a result of this RFP (the Contract ) shall be by and between the offeror as Contractor and the University. The University s contract form shall contain the mandatory provisions. A sample of the contract as well as any additional terms required by the University System of Maryland/or the State of Maryland are included herein in Attachment B. By submitting an offer, the Contractor warrants that they have reviewed Attachment B and will execute a contract with these mandatory terms and conditions upon request by The University TERM OF CONTRACT. Any contract arising from this RFP action shall commence on the date the contract is executed on behalf of the University, or such other date as the University and the Contractor shall agree. The term of the contract will be for the scope of work as defined in the Requirements section of Version 2011.final Page 35 of 87

39 this RFP, and the successful offeror s proposal, with an anticipated to start on or about July 6, 2011 and to be completed by June 30, ACCEPTANCE OF TERMS AND CONDITIONS. By submitting an offer in response to this RFP, an Offeror shall be deemed to have accepted all the terms, conditions, and requirements set forth in this RFP. The RFP including all amendments and addenda in total shall be incorporated into the contract by reference PAYMENT. The State of Maryland usually provides payments on a net 30 day basis for University approved invoices. Payment provisions shall be in arrears, with late payment and interest calculated as provided by Maryland law. For purposes of determining whether a prompt-payment discount, if applicable, may be taken by the University, the starting date of such reckoning period shall be the later of the date of a properly executed invoice or the date of completion of service and/or delivery of product ELECTRONIC FUNDS TRANSFER ( EFT ). By submitting a response to this solicitation, the Offeror agrees to accept payment by electronic fund transfer unless the State Comptroller s Office grants an exemption. The selected Offeror shall register using the form attached as Attachment F the GAD X-10 Contractor EFT Registration Request Form. This form is to be submitted directly to the Comptroller s Office (not to the University). Any request for exemption must be submitted to the State Comptroller s Office for approval at the address specified on the GAD X-10 form and must include the business identification information as stated on the form and include the reason for the exemption ACCESS TO RECORDS Access to Contractor Records for Quality Assurance and Auditing Purposes. The Contractor and its principal subcontractors must provide access to pertinent records by University personnel or its representatives (including internal auditors, external auditors, representatives, or agents) to provide quality assurance and auditing PROCUREMENT REGULATIONS. This RFP shall be conducted in accordance with USM Procurement Policies and Procedures. The procurement method is Competitive Sealed Proposals. The text of the Policies and Procedures is available at CONFIDENTIALITY OF INFORMATION The selected Contractor may have access to, may obtain, or be given confidential information, including without limitation information concerning the University s business strategies, political and legislative affairs, students, faculty, employees, vendors, contractors, customer lists, finances, properties, methods of operation, computer and telecommunication systems, and software and documentation. Certain confidential information may be protected under the Family Educational Rights and Privacy Act ( FERPA ), the Gramm-Leach-Bliley Act, and the Maryland Public Information Act. The selected firm must have administrative, technical, and Version 2011.final Page 36 of 87

40 physical safeguards to protect the security, confidentiality, and integrity of the University s confidential information. The University may conduct discussions with Offerors in order to evaluate their abilities and responsiveness to the RFP. In order to facilitate the discussions and to allow Offeror to propose responsive solutions to the University s needs and requirements, the University is willing to disclose certain confidential information to Offeror, including without limitation information concerning the University s business strategies, political and legislative affairs, students, employees, vendors, contractors, customer lists, finances, properties, methods of operation, computer and telecommunications systems, and software and documentation ( Confidential Information ). By submitting a proposal in response to this RFP, Offerors agree: (i) to use Confidential Information solely for purposes of responding to and discussing the RFP; and (ii) not to disclose, permit or cause use of, or provide access to Confidential Information to any third person or entity. Upon request by the University, Offerors may be required to sign a Non- Disclosure Agreement MULTIPLE AND ALTERNATE PROPOSALS: Multiple proposals from a single contractor or alternate solution proposals will not be accepted or considered IRREVOCABILITY OF PROPOSALS: Proposals shall be irrevocable for one hundred twenty (120) calendar days from the price proposal due date. This period may be extended by written mutual agreement between the Offeror and the University. The quoted hourly billing rates will be applicable for the full duration of the contract inclusive of time extensions EVIDENCE OF RESPONSIBILITY: Prior to the award of a contract pursuant to this RFP, the Procurement Officer may require any contractor to submit additional information to substantiate that the offeror has the capability in all respects to perform fully the contract requirement and has the integrity and reliability to assure good faith performance. The Procurement Officer may also consider any information otherwise available concerning the financial, technical, and other qualifications or abilities of the contractor ARREARAGES: By submitting a response to this solicitation, a contractor shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the State of Maryland, including the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the contract if selected for contract award DRUG AND ALCOHOL FREE WORKPLACE NOTICE: Contractors are advised that contract award is subject to the provisions of COMAR requiring certification that the contractor will provide a drug and alcohol free workplace in accordance with COMAR Version 2011.final Page 37 of 87

41 6.21. FORMATION OF AGREEMENT/CONTRACT WITH SUCCESSFUL CONTRACTOR: Several campuses of the USM have collaborated on this RFP. A Master Contract will be issued to each awarded Contractor. Subsequent to the full execution of the Master Contract, it is anticipated that multiple task order awards will be made as a result of this RFP, and that multiple task order contracts or purchase orders will be awarded by the various campuses. Each participating campus will issue its own purchase order or task order contract to a successful Contractor. Invoices will be sent to the campus that issued a purchase order or task order contract in accordance with the invoicing instructions contained in the purchase order or task order contract. The Master Contract to be entered into as a result of this RFP, if any, shall incorporate the specifications, terms and conditions of this RFP and any amendments thereto, including the Standard Contract Terms and Conditions (Attachment B hereto), the Contract Affidavit (Attachment C hereto), the Proposal Affidavit (Attachment A hereto), the Form for Price Proposal (Attachment D) the necessary MBE forms (per Attachment E hereto), the Living Wage Affidavit (per Attachment G), and any other necessary forms or documents. Any additional terms and conditions, including those for any contract a contractor proposes to use, must be submitted as part of the contractor's proposal by the RFP closing date. This RFP and any resulting contract shall be governed by the University System of Maryland Procurement Policies and Procedures. Those Policies and Procedures may be viewed at the following web site: Contracts resulting from this RFP will incorporate the Request for Proposal and any amendments thereto, as well as Contractor's proposal and amendments thereto. In the event of a discrepancy between the terms of any resulting contract, including amendments and modifications made thereto, and Contractor's proposal and amendments thereto, the discrepancy shall be resolved by giving precedence in the following order: 1. The institution s Task Order Contract. 2. The Master Contract 3. This Request for Proposal and amendments and modifications made thereto. 4. Contractor's proposal, including amendments and modifications made to the proposal. 5. Contractor s supplemental contract forms, license agreements, service(s) agreements, and other agreement forms ELIGIBILITY TO PURCHASE: By submitting a proposal, the contractor agrees to extend the proposal price structure and discounts to all University System of Maryland campuses and facilities within the state of Maryland, and any other educational institution in the State of Maryland OWNERSHIP OF DOCUMENTS All data, information, material and matter of any nature and all copies thereof in any and all forms whatsoever developed by the Contractor or in the Contractor s possession or control relating to the Project are the properties of the University. Version 2011.final Page 38 of 87

42 6.24. INTELLECTUAL PROPERTY Work for Hire. Contractor understands and agrees that any and all materials and deliverables that are subject to copyright protection and are developed in connection with the performance of this contract (Works) shall constitute a work for hire as that term is defined in the Copyright Act of 1976, as amended. As a result, all right, title and interest in and to all such Works shall belong exclusively to the University, including without limitation all copyrights and other intellectual property rights therein. If for any reason a Work is not deemed to be a work for hire, Contractor hereby grants, transfers, sells and assigns, free of charge, exclusively to the University, all title, rights and interest in and to said Work, including all copyrights and other intellectual property rights. The Contractor further agrees to execute and deliver to the University a confirmatory grant and assignment of all rights in and to Works and to execute any other proper document the University deems necessary to ensure the complete and effective transfer of all rights in Works to the University. University Ownership of Deliverables and Related Materials. In accordance with the preceding paragraph, Works developed in connection with this contract are the exclusive property of the University. Contractor agrees to deliver all Works to the University upon completion of the order. Works include but are not limited to editorial drafts, original copy, photographs, proofs, corrected proofs, camera-ready boards and similar editorial materials and all negatives, flats, engravings, photostats, drawings and other production materials. Contractor shall be responsible for delivering all Works to the University no later than fifteen (15) working days form the date of final contract deliverables. In the event the Contractor fails to return all such materials by this deadline and the University desires to use Works again, Contractor shall provide the University with equivalent materials, at its own expense, or reimburse the University, in full, for the cost of developing equivalent materials. Intellectual Property Warranty and Indemnification. The Contractor represents and warrants that any materials or deliverables, including all Works, provided under this contract are either original, not encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If deliverables, materials or Works provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, University shall have the right, in its sole discretion, to require Contractor to produce, at Contractor s own expense, new non-infringing materials, deliverables or Works as a means of remedying any claim of infringement in addition to any other remedy available to the University under law or equity. Contractor further agrees to indemnify and hold harmless the University, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages of any type alleging or threatening that any materials, deliverables, supplies, equipment, services or Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this contract, University shall be entitled, upon written notice to Contractor, to withhold some or all of such payment. Version 2011.final Page 39 of 87

43 6.25. MBE SUBCONTRACTING GOAL An MBE subcontract participation goal of ten (10%) percent of the total contract dollar amount has been established for this procurement. By submitting a response to this solicitation, the bidder or offeror agrees that this dollar amount of the contract will be performed by certified minority business enterprises. See Attachments and Exhibits at the end of the RFP document PROGRESS PAYMENTS For any engagement done under the resulting Contract, Offerors may submit a request for a progress payment schedule. Such a schedule must identify deliverables and the amount that will be paid upon delivery of each deliverable. Deliverables must be strictly and positively identified to the contract, and become the University s property upon payment. The University has a strong preference for making a single payment to the contractor after acceptance of the work by the University. The successful Contractor s proper invoice will be paid on a net 30 day basis. At the offeror s written request, the University will consider a request to provide scheduled progress payments. Payments should be tied to deliverables or significant milestones identified in the work plan submitted with the offeror s proposal, and accepted by the University. Progress payment schedules may include a retainage amount that will be held until final acceptance of the work by the University. The retainage should be a minimum of 20% of the total contract value. Requests to receive compensation on a payment schedule must be included with the offeror s price proposal Confidential Information Contractor understands that in connection with this Agreement and the performance of the Scope of Work, Contractor may have access to, may obtain or be given information concerning i) the University, ii) its business affairs, iii) its students, employees or contractors and iv) other information in the possession or control of the University, including without limitation, information relating to the University s student records or student financial information, customer lists, vendors, potential partners, finances, properties, methods of operation, computer programs and documentation. Any and all such information is hereafter referred to as "Confidential Information". Confidential Information shall include information in any and all formats and media, including without limitation oral, and shall include the originals and any and all copies and derivatives of such information From and after the effective date of this Agreement, Contractor shall have the right to use, shall have access to and shall use the Confidential Information only in the performance of the Scope of Work and for no other purpose whatsoever and only if and when required for that performance. Contractor shall permit access to and the use of Confidential Information only by Contractor employees who are assigned to participate in that portion of the Scope of Work in question and only as part of that assignment, unless otherwise authorized by the University by prior written direction. Contractor shall protect the Confidential Information according to commercially acceptable standards and no less rigorously than it protects its own confidential information. Version 2011.final Page 40 of 87

44 All confidential information received by Contractor shall be returned to the University or destroyed upon completion or termination of the contract The Contractor shall not, in any manner whatsoever, disclose, permit or cause use of or provide access to Confidential Information to any person or entity except as part of the performance of the Scope of Work and then only with and in accordance with the prior written consent of the University representative designated for the Scope of Work. Contractor agrees to cause its employees, subcontractors and agents to be bound by the terms of this Section Contractor acknowledges that Contractor s failure to comply fully with the restrictions placed upon use, disclosure and access to the Confidential Information under this Agreement may cause the University grievous irreparable harm and injury. Therefore, any failure shall be a material breach of this Agreement Contractor s obligations in respect to Confidential Information shall survive the expiration or the termination of the Term Statutory Confidential Information Contractor acknowledges and understands that UMUC is required to protect certain Confidential Information from disclosure under applicable law, including but not limited to the Family Educational Rights and Privacy Act ( FERPA ), the Gramm Leach Bliley Act ( GLBA ), or the Maryland Public Information Act ( PIA ), including regulations promulgated thereunder, as the laws and regulations may be amended from time to time (collectively the Privacy Laws ). The Confidential Information that is protected under FERPA was provided to the Contractor as it is handling an institution service or function that would ordinarily be performed by UMUC s employees. The Contractor agrees that it shall be obligated to protect and may only maintain and use the Confidential Information in its possession or control in accordance with the Privacy Laws to the same extent as UMUC would be obligated if the Confidential Information was in the possession or control of UMUC. The Contractor further agrees that it is subject to the requirements governing the use and redisclosure of personally identifiable information from education records as provided in FERPA For the purpose of this Agreement, Contractor shall follow and be bound by the interpretation and application that the University gives to the provisions of Privacy Acts. If Contractor complies with the provisions of this Agreement and the University s interpretation of, policies concerning and practices about the Statutory Confidential Information, then the University shall have no cause of action against Contractor under this Agreement if Contractor s actions concerning the Statutory Confidential Information are found to be in violation of the Privacy Acts Contractor shall forward to the General Counsel of the University any request for disclosure of Confidential Information to a person or entity other than the University or its Version 2011.final Page 41 of 87

45 employees. Contractor agrees and acknowledges that it is not the custodian of any Confidential Information that may be in Contractor s possession or control Except to the extent otherwise required by applicable law, the obligations under this section do not apply to information that (a) is or becomes generally known to the public other than as a result of disclosure by Contractor, (b) was to Contractor or had been previously possessed by Contractor without restriction against disclosure at the time of receipt thereof by Contractor, (c) was independently developed by Contractor without violation of this Agreement, or (d) Contractor and the University agree in writing from time to time to disclose. Each party shall be deemed to have met its nondisclosure obligations under this section as long as it exercises the same level of care to protect the other s information as it exercises to protect its own confidential information, except to the extent that applicable law or professional standards impose a higher requirement. Version 2011.final Page 42 of 87

46 ATTACHMENT A TECHNICAL PROPOSAL FORMS Version 2011.final Page 43 of 87

47 PROPOSAL AFFIDAVIT A. AUTHORIZED REPRESENTATIVE I HEREBY AFFIRM THAT: I am the (title) and the duly authorized representative of (business) and that I possess the legal authority to make this Affidavit on behalf of myself and the business for which I am acting. B. AFFIRMATION REGARDING BRIBERY CONVICTIONS I FURTHER AFFIRM THAT: Neither I, nor to the best of my knowledge, information, and belief, the above business (as is defined in Section (b) of the State Finance and Procurement Article of the Annotated Code of Maryland), or any of its officers, directors, partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities including obtaining or performing contracts with public bodies has been convicted of, or has had probation before judgment imposed pursuant to Criminal Procedure Article, 6-220, Annotated Code of Maryland, or has pleaded nolo contendere to a charge of, bribery, attempted bribery, or conspiracy to bribe in violation of Maryland law, or of the law of any other state or federal law, except as follows (indicate the reasons why the affirmation cannot be given and list any conviction, plea, or imposition of probation before judgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of person(s) involved, and their current positions and responsibilities with the business):. C. AFFIRMATION REGARDING OTHER CONVICTIONS I FURTHER AFFIRM THAT: Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors, partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities including obtaining or performing contracts with public bodies, has: (1) Been convicted under state or federal statute of: (a) A criminal offense incident to obtaining, attempting to obtain, or performing a public or private contract; or (b) Fraud, embezzlement, theft, forgery, falsification or destruction of records or receiving stolen property; (2) Been convicted of any criminal violation of a state or federal antitrust statute; (3) Been convicted under the provisions of Title 18 of the United States Code for violation of the Racketeer Influenced and Corrupt Organization Act, 18 U.S.C et seq., or the Mail Fraud Act, 18 U.S.C et seq., for acts in connection with the submission of bids or proposals for a public or private contract; (4) Been convicted of a violation of the State Minority Business Enterprise Law, of the State Finance and Procurement Article of the Annotated Code of Maryland; (5) Been convicted of a violation of of the State Finance and Procurement Article of the Annotated Code of Maryland; Version 2011.final Page 44 of 87

48 (6) Been convicted of conspiracy to commit any act or omission that would constitute grounds for conviction or liability under any law or statute described in subsections (1) (5) above; (7) Been found civilly liable under a state or federal antitrust statute for acts or omissions in connection with the submission of bids or proposals for a public or private contract; or (8) Admitted in writing or under oath, during the course of an official investigation or other proceedings, acts or omissions that would constitute grounds for conviction or liability under any law or statute described in B and C(1) (7) above, except as follows (indicate reasons why the affirmations cannot be given, and list any conviction, plea, or imposition of probation before judgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of the person(s) involved and their current positions and responsibilities with the business, and the status of any debarment):. D. AFFIRMATION REGARDING DEBARMENT I FURTHER AFFIRM THAT: Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors, partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities, including obtaining or performing contracts with public bodies, has ever been suspended or debarred (including being issued a limited denial of participation) by any public entity, except as follows (list each debarment or suspension providing the dates of the suspension or debarment, the name of the public entity and the status of the proceedings, the name(s) of the person(s) involved and their current positions and responsibilities with the business, the grounds of the debarment or suspension, and the details of each person's involvement in any activity that formed the grounds of the debarment or suspension).. E. AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES I FURTHER AFFIRM THAT: (1) The business was not established and it does not operate in a manner designed to evade the application of or defeat the purpose of debarment pursuant to Sections , et seq., of the State Finance and Procurement Article of the Annotated Code of Maryland; and (2) The business is not a successor, assignee, subsidiary, or affiliate of a suspended or debarred business, except as follows (you must indicate the reasons why the affirmations cannot be given without qualification):. F. SUB-CONTRACT AFFIRMATION I FURTHER AFFIRM THAT: Neither I, nor to the best of my knowledge, information, and belief, the above business, has knowingly entered into a contract with a public body under which a person debarred or suspended under Title 16 of the State Finance and Procurement Article of the Annotated Code of Version 2011.final Page 45 of 87

49 Maryland will provide, directly or indirectly, supplies, services, architectural services, construction related services, leases of real property, or construction. G. AFFIRMATION REGARDING COLLUSION I FURTHER AFFIRM THAT: Neither I, nor to the best of my knowledge, information, and belief, the above business has: (1) Agreed, conspired, connived, or colluded to produce a deceptive show of competition in the compilation of the accompanying bid or offer that is being submitted; (2) In any manner, directly or indirectly, entered into any agreement of any kind to fix the bid price or price proposal of the bidder or offeror or of any competitor, or otherwise taken any action in restraint of free competitive bidding in connection with the contract for which the accompanying bid or offer is submitted. H. FINANCIAL DISCLOSURE AFFIRMATION I FURTHER AFFIRM THAT: I am aware of, and the above business will comply with, the provisions of Section of the State Finance and Procurement Article of the Annotated Code of Maryland, which require that every business that enters into contracts, leases, or other agreements with the State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate $100,000 or more shall, within 30 days of the time when the aggregate value of the contracts, leases, or other agreements reaches $100,000, file with the Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business. I. POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATION I FURTHER AFFIRM THAT: I am aware of, and the above business will comply with, Election Law Article, , Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State of Maryland, including its agencies or a political subdivision of the State, during a calendar year in which the person receives in the aggregate $100,000 or more shall file with the State Board of Elections a statement disclosing contributions in excess of $500 made during the reporting period to a candidate for elective office in any primary or general election. J. DRUG AND ALCOHOL FREE WORKPLACE (Applicable to all contracts unless the contract is for a law enforcement agency and the agency head or the agency head's designee has determined that application of COMAR and this certification would be inappropriate in connection with the law enforcement agency's undercover operations.) I CERTIFY THAT: (1) Terms defined in COMAR shall have the same meanings when used in this certification. (2) By submission of its bid or offer, the business, if other than an individual, certifies and agrees that, with respect to its employees to be employed under a contract resulting from this solicitation, the business shall: (a) Maintain a workplace free of drug and alcohol abuse during the term of the contract; (b) Publish a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of drugs, and the abuse of drugs or alcohol is prohibited in the business' workplace and specifying the actions that will be taken against employees for violation of these prohibitions; (c) Prohibit its employees from working under the influence of drugs or alcohol; Version 2011.final Page 46 of 87

50 (d) Not hire or assign to work on the contract anyone whom the business knows, or in the exercise of due diligence should know, currently abuses drugs or alcohol and is not actively engaged in a bona fide drug or alcohol abuse assistance or rehabilitation program; (e) Promptly inform the appropriate law enforcement agency of every drug-related crime that occurs in its workplace if the business has observed the violation or otherwise has reliable information that a violation has occurred; (f) Establish drug and alcohol abuse awareness programs to inform its employees about: (i) The dangers of drug and alcohol abuse in the workplace; (ii) The business' policy of maintaining a drug and alcohol free workplace; (iii) Any available drug and alcohol counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees who abuse drugs and alcohol in the workplace; (g) Provide all employees engaged in the performance of the contract with a copy of the statement required by J(2)(b), above; (h) Notify its employees in the statement required by J(2)(b), above, that as a condition of continued employment on the contract, the employee shall: (i) Abide by the terms of the statement; and (ii) Notify the employer of any criminal drug or alcohol abuse conviction for an offense occurring in the workplace not later than 5 days after a conviction; (i) Notify the procurement officer within 10 days after receiving notice under J(2)(h)(ii), above, or otherwise receiving actual notice of a conviction; (j) Within 30 days after receiving notice under J(2)(h)(ii), above, or otherwise receiving actual notice of a conviction, impose either of the following sanctions or remedial measures on any employee who is convicted of a drug or alcohol abuse offense occurring in the workplace: (i) Take appropriate personnel action against an employee, up to and including termination; or (ii) Require an employee to satisfactorily participate in a bona fide drug or alcohol abuse assistance or rehabilitation program; and (k) Make a good faith effort to maintain a drug and alcohol free workplace through implementation of J(2)(a) (j), above. (3) If the business is an individual, the individual shall certify and agree as set forth in J(4), below, that the individual shall not engage in the unlawful manufacture, distribution, dispensing, possession, or use of drugs or the abuse of drugs or alcohol in the performance of the contract. (4) I acknowledge and agree that: (a) The award of the contract is conditional upon compliance with COMAR and this certification; (b) The violation of the provisions of COMAR or this certification shall be cause to suspend payments under, or terminate the contract for default under COMAR or , as applicable; and (c) The violation of the provisions of COMAR or this certification in connection with the contract may, in the exercise of the discretion of the Board of Public Works, result in suspension and debarment of the business under COMAR K. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENT I FURTHER AFFIRM THAT: (1) The business named above is a (domestic ) (foreign ) corporation registered in accordance with the Corporations and Associations Article, Annotated Code of Maryland, and Version 2011.final Page 47 of 87

51 that it is in good standing and has filed all of its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation, and that the name and address of its resident agent filed with the State Department of Assessments and Taxation is: Name: Address:. (If not applicable, so state). (2) Except as validly contested, the business has paid, or has arranged for payment of, all taxes due the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and the Department of Labor, Licensing, and Regulation, as applicable, and will have paid all withholding taxes due the State of Maryland prior to final settlement. L. CONTINGENT FEES I FURTHER AFFIRM THAT: The business has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee, bona fide agent, bona fide salesperson, or commercial selling agency working for the business, to solicit or secure the Contract, and that the business has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee, bona fide agent, bona fide salesperson, or commercial selling agency, any fee or any other consideration contingent on the making of the Contract. M. Repealed. N. ACKNOWLEDGEMENT I ACKNOWLEDGE THAT this Affidavit is to be furnished to the Procurement Officer and may be distributed to units of: (1) the State of Maryland; (2) counties or other subdivisions of the State of Maryland; (3) other states; and (4) the federal government. I further acknowledge that this Affidavit is subject to applicable laws of the United States and the State of Maryland, both criminal and civil, and that nothing in this Affidavit or any contract resulting from the submission of this bid or proposal shall be construed to supersede, amend, modify or waive, on behalf of the State of Maryland, or any unit of the State of Maryland having jurisdiction, the exercise of any statutory right or remedy conferred by the Constitution and the laws of Maryland with respect to any misrepresentation made or any violation of the obligations, terms and covenants undertaken by the above business with respect to (1) this Affidavit, (2) the contract, and (3) other Affidavits comprising part of the contract. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF. Date: By: (Authorized Representative and Affiant) Version 2011.final Page 48 of 87

52 ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA FORM Version 2011.final Page 49 of 87

53 RFP NO.: RFP FOR: USM Technical and Management Consultants to Assist USM DUE DATE /TIME: TUESDAY, MARCH 22, 2011 AT 4:00 P.M. NAME OF PROPOSER: ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA The undersigned, hereby acknowledges the receipt of the following addenda: Addendum No. Addendum No. Addendum No. Addendum No. dated dated dated dated Signature Printed Name Title Date Version 2011.final Page 50 of 87

54 ATTACHMENT B STANDARD CONTRACT TERMS AND CONDITIONS and SAMPLE MASTER CONTRACT Contract No.: USM (Contractor acronym) This Master Contract ( Contract or Agreement ) is entered into between., (hereinafter Contractor ) and the University of Maryland University College, 3501 University Blvd. East, Adelphi, MD on behalf of the University System of Maryland (hereinafter the University ), a public corporation and independent agency of the State of Maryland. 1. Scope Of Work: Consulting for the University System of Maryland participating campuses and institutions per the specifications, pricing, terms and conditions of RFP USM and s proposal. 2. Compensation and Method of Payment Per the pricing in Proposal dated and the SOW as agreed. Payments to the Contractor pursuant to this Purchase Order shall be made no later than thirty (30) days after the University's receipt of a proper invoice from the Contractor. Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities as applicable, are prohibited. Contractor s Federal Tax Identification Number or Social Security Number is. Unless stated otherwise in a Task Order Contract, Consultants shall submit bi-weekly timesheets of the hours worked and bi-weekly status reports of work accomplished to the USM Project Manager or his/her designee for approval and sign-off for billing approval. 4. Invoicing - Invoices in triplicate shall be provided to the University s designated representative. Contractor agrees to include on the face of all invoices billed to the University, its Taxpayer Identification Number, which is the Social Security Number for individuals and sole proprietors and the Federal Employer Identification Number for all other types of organizations. If a Purchase Order document is issued, the Purchase Order Number must be included. 5. Contract Term The contract term shall commence on the date the contract is signed on behalf of the University or such later date as the University directs. The contract term shall terminate on June 30, 2016, unless extended or sooner terminated in accordance with the contract. At the end of each year of Version 2011.final Page 51 of 87

55 the initial term of the Contract, the University may discontinue without penalty with 30 days notice. The University reserves the right to extend the contract on a month-to-month, or annual basis for additional term or terms up to an additional five (5) years at the same basis of pricing (prorated to the time required), terms and conditions. Any task order contract or purchase order issued under this Contract prior to the expiration of the Contract shall be completed in accordance with this Contract even if the term of the task order or purchase order continues beyond the term of this Contract. 6. Eligibility to Purchase Contractor agrees to extend the proposed price structure and discounts to all University System of Maryland campuses and facilities within the state of Maryland. 7. Modifications This Contract may be amended with the consent of both parties. Amendments may not change significantly the scope of the Contract. 8. Cost and Price Certification The Contractor by submitting cost or price information certifies that, to the best of its knowledge, the information submitted is accurate, complete, and current as of a mutually determined specified date prior to the conclusion of any price discussions or negotiations for: a. A negotiated contract, if the total contract price is expected to exceed $100,000, or a smaller amount set by the procurement officer; or b. A change order or contract modification, expected to exceed $100,000, or a smaller amount set by the procurement officer. c. The price under this Contract and any change order or modification hereunder, including profit or, fee, shall be adjusted to exclude any significant price increases occurring because the Contractor furnished cost or price information which, as of the date agreed upon between the parties, was inaccurate, incomplete, or not current. 9. Payment of University Obligations Payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the State's receipt of a proper invoice from the Contractor. Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities, as applicable, are prohibited. 10. Multi-Year Contracts Contingent Upon Appropriations If the General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Contract succeeding the first fiscal period, this Contract shall be canceled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either the University's rights or the Contractor's rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Version 2011.final Page 52 of 87

56 Contractor and the University from future performance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of the Contract. The University shall notify the Contractor as soon as it has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond the first. 11. Liquidated Damages Time is an essential element of the Contract and it is important that the work be vigorously prosecuted until completion. For each day that any work shall remain uncompleted beyond the time(s) specified elsewhere in the contract, the Contractor shall be liable for liquidated damages in the amount(s) provided for in the solicitation, provided, however, that due account shall be taken of any adjustment of specified completion time(s) for completion of work as granted by approved change orders. 12. Specifications. All materials, equipment, supplies or services shall conform to federal and State laws and regulations and to the specifications contained in the solicitation. 13. Delays and Extensions of Time The Contractor agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by it for any delays or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract. Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to, acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another Contractor in the performance of a contract with the State, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either the Contractor or the subcontractors or suppliers. 14. Suspension of Work The procurement officer unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the convenience of the University. 15. Delivery and Acceptance Delivery shall be made in accordance with the solicitation specifications. The University, in its sole discretion, may extend the time of performance for excusable delays due to unforeseeable causes beyond the Contractor's control. The University unilaterally may order in writing the suspension, delay, or interruption of performance hereunder. The University reserves the right to test any materials, equipment, supplies, or services delivered to determine if the specifications have been met. The materials listed in the bid or proposal shall be delivered FOB the point or points specified prior to or on the date specified in the bid or proposal. Any material that is defective or fails to Version 2011.final Page 53 of 87

57 meet the terms of the solicitation specifications shall be rejected. Rejected materials shall be promptly replaced. The University reserves the right to purchase replacement materials in the open market. Contractors failing to promptly replace materials lawfully rejected shall be liable for any excess price paid for the replacement, plus applicable expenses, if any. 16. University Work Rules Employees and agents of Contractor shall, while on the premises of the University, comply with all University rules and regulations. Contractor shall acquaint itself with conditions governing the delivery, receiving and storage of materials at the work site if applicable to this work, as not to interfere with University operations. Contractor shall not stop, delay, or interfere with University work schedule without the prior approval of the University s specified representative Sexual Harassment Sensitivity Training. All of Contractor s Management employees that will provide service under this contract must complete not less than four hours of sexual harassment sensitivity training. Those managers will be responsible for conducting sexual harassment sensitivity training for all of Contractor s employees that work at UB. 17. Harmony Contractor shall be entirely responsible for working in harmony with all others on the work site when Contractor is working on University premises. 18. MBE Subcontract Reporting Requirements Contractor has agreed to subcontract not less than 10% of the Contract dollar total with Maryland Certified MBE subcontractors (including those listed on page of their proposal. Contractor will provide the University with quarterly reports showing the amount invoiced to the University for any work done in that quarter, the MBE subcontractors used, and the amount paid to each MBE subcontractor for that quarter. 19. Insurance Requirements The Contractor shall defend, indemnify and save harmless the University System of Maryland, its officers, employees and agents, from any and all claims, liability, losses and causes of actions which may arise out of the errors, omissions and performance or non-performance by the Contractor, employees or agents, of the work covered by this contract. The University shall not assume any obligation to indemnify, hold harmless or pay attorneys' fees that may arise from or in any way be associated with the performance or operation of this agreement. The Contractor shall secure, pay the premiums for, and keep in force until the expiration of this contract, including any renewal thereof, adequate insurance as provided below, such insurance to specifically include liability assumed by the Contractor under this contract. The amounts of insurance coverage specified below shall be the minimum amount of available insurance to Version 2011.final Page 54 of 87

58 satisfy claims; a policy which allows the costs associated with investigating, management or defense of any claim, or any other cost incurred by the insured or the insurance carrier, to be deducted from the policy limits is not acceptable. a. Commercial General Liability Insurance including all extensions- $2,000,000 each occurrence; $2,000,000 personal injury; $2,000,000 products/completed operations; $2,000,000 general aggregated b. Workmen's Compensation Insurance and Unemployment Insurance as required by the laws of the State of Maryland. c. Professional Liability Insurance, with a limit of not less than $1,000,000 per occurrence. d. If automotive equipment is used in the operation, automobile bodily injury liability insurance with limits of not less than $1,000,000 for each person and $2,000,000 for each accident, and property damage liability insurance, with a limit of not less than $2,000,000 for each accident. e. Products liability insurance, if not included in the Comprehensive, with limits of not less than $1,000,000 for each person and $2,000,000 for each accident. All policies for liability protection, bodily injury or property damage must specifically and expressly name the University System of Maryland as an insured with respect to operations under the contract and premises occupied by the Contractor. With respect to the Contractor's liability for bodily injury or property damage under the items above, such insurance shall cover and not exclude Contractor's liability for injury to the property of the University System and to the persons or property of employees, students, faculty members, agents, officers, regents, invitees or guests of the University System. Each insurance policy shall contain the following endorsement: "It is understood and agreed that the Insurance Company shall notify the Procurement Officer in writing fortyfive (45) days in advance of the effective date of any reduction in or cancellation of this policy." A certificate of each policy of insurance shall be furnished to the Procurement Officer. With the exception of Workmen's Compensation, upon the request of the Procurement Officer a certified true copy of each policy of insurance, including the above endorsement manually countersigned by an authorized representative of the insurance company, shall be furnished. A certificate of insurance for Workmen's Compensation together with a properly executed endorsement for cancellation notice must always be furnished. Following the notice of contract award, the requested Certificates and Policies shall be delivered as directed by the Procurement Officer. Notices of policy changes shall be furnished to the Procurement Officer. Version 2011.final Page 55 of 87

59 All required insurance coverages must be acquired from insurers registered to do business in the State of Maryland and acceptable to the University. The insurers must have a policyholders' rating of "A-" or better, and a financial size of "Class VII" or better in the latest edition of Best's Insurance Reports. 20. Non-Hiring of State Employees No employee of the State of Maryland or any unit thereof, whose duties as such employee include matters relating to or affecting the subject matter of this contract, shall, while so employed, become or be an employee of the party or parties hereby contracting with the State of Maryland or any unit thereof. 21. Disputes This contract shall be subject to USM Procurement Policies and Procedures. Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the contract in accordance with the procurement officer's decision. 22. Termination for Convenience. The performance of work under this contract may be terminated by the University in accordance with this clause in whole, or from time to time in part, whenever the University shall determine that such termination is in the best interest of the University. The University will pay all reasonable costs associated with this contract that the Contractor has incurred up to the date of termination and all reasonable costs associ ated with termination of the Contract. However, the Contractor shall not be reimbursed for any anticipatory profits that have not been earned up to the date of termination. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of the USM Procurement Policies and Procedures. 23. Termination for Default. (1) The University may, subject to the provisions of paragraph (3) below, by written notice of default to the Contractor, terminate the whole or any part of this contract in any one of the following circumstances: (a) If the Contractor fails to perform within the time specified herein or any extension thereof-, or (b) If the Contractor fails to perform any of the other provisions of this contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as the procurement officer may authorize in writing) after receipt of notice from the procurement officer specifying such failure. (2) In the event the University terminates this contract in whole or in part as provided in paragraph (1) of this clause, the University may procure substitute performance upon terms and in whatever manner the procurement officer may deem appropriate, and the Contractor shall be liable to the University for any excess costs for substitute performance; provided, that the Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause. (3) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and Version 2011.final Page 56 of 87

60 without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the University in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a subcontractor, and if the default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform unless substitute performance for the subcontractor was obtainable from another source in sufficient time to permit the Contractor to meet the performance schedule. (4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the University, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the University, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes. (5) If this contract is terminated as provided in paragraph (1) of this clause, the University, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the University, in the manner, at the times, and to the extent, if any, directed by the procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been completed, would have been required to be furnished to the University; and the Contractor shall, upon direction of the procurement officer, protect and preserve property in the possession of the Contractor in which the University has an interest. Payment for completed supplies delivered to and accepted by the University shall be at the contract price. Payment for manufacturing materials delivered to and accepted by the University and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The University may withhold from amounts otherwise due the Contractor hereunder such sum as the procurement officer determines to be necessary to protect the University against loss because of outstanding liens or claims of former lien holders. (6) The rights and remedies of the University provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. Version 2011.final Page 57 of 87

61 (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier. 24. Compliance with Laws The Contractor hereby represents and warrants that: a. It is qualified to do business in the State of Maryland and that it will take such action as, from time to time hereafter, may be necessary to remain so qualified; b. It is not in arrears with respect to the payment of any moneys due and owing the State of Maryland, or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of this Contract; c. It shall comply with all federal, State, and local laws, regulations, and ordinances applicable to its activities and obligations under this Contract; and d. It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under this Contract." 25. Retention of Records. The Contractor shall retain and maintain all records and documents relating to this Purchase Order for three years after final payment by the State hereunder or any applicable statute of limitations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, including the procurement officer or designee, at all reasonable times. 26. Tax Exemption The State is generally exempt from Federal Excise Taxes, Maryland Sales and Use Taxes, District of Columbia Sales Taxes and Transportation Taxes. Exemption certificates shall be completed upon request. Where a Contractor is required to furnish and install material in the construction or improvement of real property in performance of a contract, the Contractor shall pay the Maryland Sales Tax and the exemption does not apply. 27. Nondiscrimination in Employment The Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry, or physical or mental handicap unrelated in nature and extent so as reasonably to preclude the performance of such employment; (b) to include a provision similar to that contained in subsection (a), above, in any subcontract except a subcontract for standard commercial supplies or raw materials; and (c) to post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause. 28. Financial Disclosure. The Contractor shall comply with the provisions of Section of the State Finance and Procurement Article of the Annotated Code of Maryland, which requires that every business that enters into contracts, leases, or other agreements with the State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate $100,000 or more, shall, within 30 days of the time when the aggregate value of these contracts, leases or other Version 2011.final Page 58 of 87

62 agreements reaches $100,000, file with the Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business. 29. Political Contribution Disclosure. The Contractor shall comply with Article 33, Sections 30-1 through 30-4 of the Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State, a county, or an incorporated municipality, or their agencies, during a calendar year in which the person receives in the aggregate $100,000 or more, shall file with the State Administrative Board of Election Laws a statement disclosing contributions in excess of $500 made during the reporting period to a candidate for elective office in any primary or general election. The statement shall be filed with the State Administrative Board of Election Laws: a. before a purchase or execution of a lease or contract by the University, a county, an incorporated municipality, or their agencies, and shall cover the preceding two calendar years; and b. if the contribution is made after the execution of a lease or contract, then twice a year, throughout the contract term, on (1) February 5, to cover the 6-month period ending January 31; and (2) August 5, to cover the 6-month period ending July Anti-Bribery. The Contractor warrants that neither it nor any of its officers, directors, or partners nor any of its employees who are directly involved in obtaining or performing contracts with any public body has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the federal government or has engaged in conduct since July 1, 1977, which would constitute bribery, attempted bribery, or conspiracy to bribe under the laws of any state or the federal government. 31. Registration. Pursuant to et seq. of the Corporations and Associations Article of the Annotated Code of Maryland, corporations not incorporated in the State shall be registered with the State Department of Assessments and Taxation, 301 West Preston St., Baltimore, Maryland 21201, before doing any interstate or foreign business in this State. Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department of Assessments and Taxation. 32. Contingent Fee Prohibition. The contractor warrants that it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for the contractor, architect, or engineer, to solicit or secure this agreement, and that it, has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent, any fee or any other consideration contingent on the making of this agreement. Version 2011.final Page 59 of 87

63 33. Pre-existing Regulations. In accordance with the provisions of Section of the State Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth in USM Procurement Policies and Procedures in effect on the date of execution of this Contract are applicable to this Contract. 34. Independent Contractor It is understood and agreed that Contractor is an independent contractor and not an employee of the University. The University will not withhold income taxes, social security or any other sums from the payments made to the Contractor herein. The Contractor shall in no way hold himself out to any third person as an agent of the University. All persons furnished by Contractor shall be considered solely its employees or agents and Contractor shall be responsible for payment of all unemployment, social security and other payroll taxes, including making contributions when required by law. 35. EPA Compliance Materials, supplies, equipment or services shall comply in all respects with the Federal Noise Control Act of 1972, where applicable. 36. Occupational Safety and Health Act (O.S.H.A.). All materials, supplies, equipment, or services supplied as a result of this contract shall comply with the applicable U.S. and Maryland Occupational Safety and Health Act standards. 37. Maryland Law Prevails. The provisions of this contract shall be governed by the laws of Maryland. 38. Software Licensing Licensor represents and warrants that the software, as delivered to the University, does not contain any program code, virus, worm, trap door, back door, timer, or clock that would erase data or programming or otherwise cause the software to become inoperable, inaccessible, or incapable of being used. The software is hereby warranted to operate in accordance with its user manuals, either automatically, upon the occurrence of Licensor-selected conditions, or manually on the command of Licensor. 39. MUCITA The Maryland Uniform Computer Information Transactions Act (MUCITA), Maryland Code Annotated [Commercial Law] through , does not govern this Agreement, except to the extent that section (2) of the Act applies. The parties further agree that this Version 2011.final Page 60 of 87

64 Agreement shall be governed by the common law of Maryland relating to written agreements and Maryland statutes other than MUCITA which may apply. 40. Protests and Claims Any protest regarding the award of this contract or claim arising out of this contract shall be administered in accordance with the University System of Maryland Procurement Policies and Procedures, Section X - Protests and Claims. Detail is available by accessing the following web site: Click on this web site, then select the category "Policies and Procedures", followed by "USM Procurement Policies and Procedures". 41. Intellectual Property Work for Hire. Contractor understands and agrees that any and all materials and deliverables that are subject to copyright protection and are developed in connection with the performance of this contract (Works) shall constitute a work for hire as that term is defined in the Copyright Act of 1976, as amended. As a result, all right, title and interest in and to all such Works shall belong exclusively to the University, including without limitation all copyrights and other intellectual property rights therein. If for any reason a Work is not deemed to be a work for hire, Contractor hereby grants, transfers, sells and assigns, free of charge, exclusively to the University, all title, rights and interest in and to said Work, including all copyrights and other intellectual property rights. The Contractor further agrees to execute and deliver to the University a confirmatory grant and assignment of all rights in and to Works and to execute any other proper document the University deems necessary to ensure the complete and effective transfer of all rights in Works to the University. University Ownership of Deliverables and Related Materials. In accordance with the preceding paragraph, Works developed in connection with this contract are the exclusive property of the University. Contractor agrees to deliver all Works to the University upon completion of the order. Works include but are not limited to editorial drafts, original copy, photographs, proofs, corrected proofs, camera-ready boards and similar editorial materials and all negatives, flats, engravings, photostats, drawings and other production materials. Contractor shall be responsible for delivering all Works to the University no later than fifteen (15) working days form the date of final contract deliverables. In the event the Contractor fails to return all such materials by this deadline and the University desires to use Works again, Contractor shall provide the University with equivalent materials, at its own expense, or reimburse the University, in full, for the cost of developing equivalent materials. Intellectual Property Warranty and Indemnification. The Contractor represents and warrants that any materials or deliverables, including all Works, provided under this contract are either original, not encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If deliverables, materials or Works provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, University shall have the right, in its sole discretion, to require Contractor to produce, at Contractor s own expense, new non-infringing materials, deliverables or Works as a Version 2011.final Page 61 of 87

65 means of remedying any claim of infringement in addition to any other remedy available to the University under law or equity. Contractor further agrees to indemnify and hold harmless the University, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages of any type alleging or threatening that any materials, deliverables, supplies, equipment, services or Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this contract, University shall be entitled, upon written notice to Contractor, to withhold some or all of such payment. 42. Changes The Procurement Officer may at any time, by written order, make unilateral changes within the general scope of this contract in any one or more of the following: (1) Description of services to be performed. (2) Time of performance (i.e., hours of the day, days of the week, etc.). (3) Place of performance of the services. (4) Drawings, designs, or specifications when any supplies to be furnished are to be specially manufactured for the University in accordance with the drawings, designs, or specifications. (5) Method of shipment or packing of supplies. (6) Place of delivery The section entitled Delays and Extensions of Time prohibits the Contractor from making charges or claims for damages for any delays or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract. If a change, as allowed above, causes an increase or decrease in the cost of the work which is not time-related, the University shall make an equitable adjustment in the contract price and shall modify the contract The Contractor must assert its right to an adjustment under this section within 30 days from the date of receipt of the written order. Any request for an adjustment must be submitted in writing to the Procurement Officer Failure to agree to any adjustment shall be a dispute under the Disputes section. However, nothing in this section shall excuse the Contractor from proceeding with the contract as changed. 43. Indemnification. The University shall not assume any obligation to indemnify, hold harmless, or pay attorneys' fees that may arise from or in any way be associated with the performance or operation of this agreement. 44. Equal Employment Opportunity The Contractor warrants that the contractor shall comply with E.O , Equal Employment Opportunity, as amended by E.O , Amending Executive Order Relating to Equal Employment Opportunity, and as supplemented by regulations at 41 CFR part 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. Version 2011.final Page 62 of 87

66 45. Entire Agreement This Agreement, Attachment #1, and the University s standard contract terms and conditions, which are hereby incorporated by reference (and are available on the internet at see Policy and Procedures Appendix A) contain the entire agreement of the parties and supersede all prior agreements and understanding, oral or otherwise, between the parties. No modification or amendment of this Agreement shall be effective unless the same shall be in writing duly executed by all parties hereto. 46. Living Wage 46.1 This contract is subject to the Living Wage requirements under Title 18, State Finance and Procurement Article, Annotated Code of Maryland and the regulations proposed by the Commissioner of Labor and Industry. The Living Wage generally applies to a Contractor or Subcontractor who performs work on a State contract for services that is valued at $100,000 or more. An employee is subject to the Living Wage if he/she is at least 18 years old or will turn 18 during the duration of the contract; works at least 13 consecutive weeks on the State Contract and spends at least one-half of the employee s time during any work week on the State Contract. The Living Wage Law does not apply to: (1) A Contractor who: (A) (B) has a State contract for services valued at less than $100,000, or employs 10 or fewer employees and has a State contract for services valued at less than $500,000. (2) A Subcontractor who: (A) (B) (C) performs work on a State contract for services valued at less than $100,000, employs 10 or fewer employees and performs work on a State contract for services valued at less than $500,000, or performs work for a contractor not covered by the Living Wage Law as defined in B(1)(B) above, or B (3) or C below. (3) Service contracts for the following: (A) (B) (C) services with a Public Service Company; services with a nonprofit organization; services with an officer or other entity that is in the Executive Branch of the State government and is authorized by law to enter into a procurement ( Unit ); or Version 2011.final Page 63 of 87

67 (D) services between a Unit and a County or Baltimore City If the Unit responsible for the State contract for services determines that application of the Living Wage would conflict with any applicable Federal program, the Living Wage does not apply to the contract or program A Contractor must not split or subdivide a State contract for services, pay an employee through a third party, or treat an employee as an independent contractor or assign work to employees to avoid the imposition of any of the requirements of Title 18, State Finance and Procurement, Annotated Code of Maryland Each Contractor/Subcontractor, subject to the Living Wage Law, shall post in a prominent and easily accessible place at the work site(s) of covered employees a notice of the Living Wage Rates, employee rights under the law, and the name, address, and telephone number of the Commissioner The Commissioner of Labor and Industry shall adjust the wage rates by the annual average increase or decrease, if any, in the Consumer Price Index for all urban consumers for the Washington/Baltimore metropolitan area, or any successor index, for the previous calendar year, not later than 90 days after the start of each fiscal year. The Commissioner shall publish any adjustments to the wage rates on the Division of Labor and Industry s Website. An employer subject to the Living Wage Law must comply with the rate requirements during the initial term of the contract and all subsequent renewal periods, including any increases in the wage rate, required by the Commissioner, automatically upon the effective date of the revised wage rate A Contractor/Subcontractor who reduces the wages paid to an employee based on the employer s share of the health insurance premium, as provided in (c), State Finance and Procurement Article, Annotated Code of Maryland, shall not lower an employee s wage rate below the minimum wage as set in 3-413, Labor and Employment Article, Annotated Code of Maryland. A Contractor/Subcontractor who reduces the wages paid to an employee based on the employer s share of health insurance premium shall comply with any record reporting requirements established by the Commissioner of Labor and Industry A Contractor/Subcontractor may reduce the wage rates paid under (a), State Finance and Procurement, Annotated Code of Maryland, by no more than 50 cents of the hourly cost of the employer s contribution to an employee s deferred compensation plan. A Contractor/Subcontractor who reduces the wages paid to an employee based on the employer s contribution to an employee s deferred compensation plan shall not lower the employee s wage rate below the minimum wage as set in 3-413, Labor and Employment Article, Annotated Code of Maryland Under Title 18, State and Finance Procurement Article, Annotated Code of Maryland, if the Commissioner determines that the Contractor/Subcontractor violated a provision of this title or regulations of the Commissioner, the Contractor/Subcontractor shall pay Version 2011.final Page 64 of 87

68 restitution to each affected employee, and the State may assess liquidated damages of $20 per day for each employee paid less than the Living Wage Information pertaining to reporting obligations may be found by going to the DLLR Website and clicking on Living Wage. 47. Conflicting Terms. Any proposal for terms in addition to or different from those set forth in this contract or any attempt by the Contractor to vary any of the terms of this offer by Contractor's acceptance shall not operate as a rejection of this offer, unless such variance is in the terms of the description, quantity, price or delivery schedule, but shall be deemed a material alteration thereof, and this offer shall be deemed acceptable by the Contractor without the additional or different terms. If this purchase order is an acceptance of a prior offer by the Contractor, the acceptance is expressly conditioned upon Contractor's assent to any additional or different terms contained herein. The Contractor understands and agrees that the terms and conditions of this purchase order may not be waived. AGREED TO BY: The University of Maryland University College On behalf of University System of Maryland AGREED TO BY: (Contractor) By By : (Signature) (Signature) Valerie Rolandelli (Printed name) (Printed name) AVP, Strategic Contracting (Title) (date) (Title) (date) Version 2011.final Page 65 of 87

69 A. AUTHORIZED REPRESENTATIVE ATTACHMENT C CONTRACT AFFIDAVIT I HEREBY AFFIRM THAT I am the (title) and the duly authorized representative of (business) and that I possess the legal authority to make this affidavit on be of myself and the business for which I am acting. B. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENT I FURTHER AFFIRM THAT- (1) The business named above is a (domestic []) (foreign []) corporation registered in accordance with the Corporations and Associations Article, Annotated Code of Maryland, and that it is in good standing and has filed all of its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation, and that the name and address of its resident agent filed with the State Department of Assessments and Taxation is: Name: Address: (2) Except as validly contested, the business has paid, or has arranged for payment of, all taxes due the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and the Department of Labor, Licensing, and Regulation, as applicable, and will have paid all withholding taxes due the State of Maryland prior to final settlement. C. CERTAIN AFFIRMATIONS VALID I FURTHER AFFIRM THAT: To the best of my knowledge, information, and belief, each of the affirmations, certifications, or acknowledgments contained in that certain Bid/Proposal Affidavit dated, and executed by me for the purpose of obtaining the contract to which this Exhibit is attached remains true and correct in all respects as if made as of the date of this Contract Affidavit and as if fully set forth herein. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF. Date: By: _ (Authorized Representative and Affiant) Version 2011.final Page 66 of 87

70 ATTACHMENT D FORM FOR PRICE PROPOSAL Price Proposal: Provide Blended Hourly Rates inclusive of all costs (such as travel) for each job classification listed. Note well: You must specify any and all costs and fees. Costs and/or fees not listed will not be allowed on any resulting contract. Use additional pages to provide additional details, including any assumptions made in the calculation of prices. Category Description Blended Hourly Rate a. Project Manager - Use their project management expertise and experience in conjunction with their fundamental understanding of the PeopleSoft Applications and PeopleTools to evaluate project task schedules and manage the overall implementation to successful completion for all modules and submodules described in Attachment A. This position will manage and coordinate the other selected offerors. Each Institution may have one Campus Project Manager to coordinate the institutional implementation with the overall project management of the coalition efforts through the USM Project Director (Manager) b. Quality Assurance - Works with Database Administrators and Business Analysts to determine overall quality and testing plans for the project deliverables. c. System Administrators - Design, implement, and maintain security. Version 2011.final Page 67 of 87

71 Category Description Blended Hourly Rate d. System Architect - Use their fundamental understanding of the application, PeopleTools and available technologies to evaluate and design the technical solutions for the organization. e. Database Administrators - Manage the database by understanding how security is set up and the impact of system customizations, upgrades, and database maintenance. f. Business Analyst - Analyze strategic business requirements, map data from existing systems to PeopleSoft, and develop best business practices. g. Module Lead - Assures system design, conversion of data, customizations, development of interfaces, and upgrades are maintained across business processes. h. Programmer Analysts - Focus on conversion of data, system customization, development of interfaces and upgrades. Write queries and customize reports. i. Functional Lead Provides liaison to functional user community and provides understanding of functional business requirements j. Technical Lead Provides the technical skills required to implement, modify and operate software in support of functional requirements k. Upgrade Specialist has significant experience in the upgrade of software from old to new versions l. Upgrade Lab Technician -Can provide full service upgrade capability with minimal involvement by local technical staff, if so desired by institution. m. Trainer n. Organizational Consultant Version 2011.final Page 68 of 87

72 In compliance with specifications terms and conditions of this RFP, the undersigned agrees, if this offer is accepted by the University, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the RFP and offerors proposal. This contract incorporates the Solicitation/Request for Proposal and any amendments thereto, as well as Contractor's proposal and amendments thereto. In the event of a discrepancy between the terms of this contract, including amendments and modifications made thereto, and Contractor's proposal and amendments thereto, the discrepancy shall be resolved by giving precedence in the following order: a) This Contract, including the Solicitation/Request for Proposal and amendments and modifications made thereto b) Contractor's proposal, including amendments and modifications made to the proposal. Signature, name and title of person authorized to sign offer: Contractor: By : (Signature) (Printed name) (Title) (Date) FEIN Version 2011.final Page 69 of 87

73 ATTACHMENT E MINORITY BUSINESS ENTERPRISE (MBE) NOTICE, UTILIZATION GOAL AND FORMS (Including Exhibits A, B, C, D and E) MINORITY BUSINESS ENTERPRISE (MBE) NOTICE A. Minority Business Enterprises are encouraged to respond to this solicitation. B. An overall MBE subcontract participation goal of ten percent (10%) of the contract dollar amount has been established for this procurement. This dollar amount includes sub-goals of zero (0%) percent of the total contract dollar amount to be allocated to certified minority business enterprises classified by the certification agency as women-owned businesses and zero (0%) percent of the total Division I contract dollar amount to be allocated to certified minority business enterprises classified by the certification agency as African American-owned businesses. By submitting a response to this solicitation, the bidder or offeror agrees that this dollar amount of the contract will be performed by certified minority business enterprises, including the MBE classifications specified herein. The MBE Utilization Affidavits, forms and Exhibits will be required at the Procurement Officer s written notification to offerors. Failure to provide the forms, affidavits and/or exhibits may result in the rejection of the offeror s proposal. If a bidder/offeror cannot achieve the stated goal, said bidder/offeror must apply in writing for a downward modification to the goal and include such application as part of bidder's/offeror's proposal. If no application for downward modification is included in the proposal, than the goal shall remain at the level stated above. C. The University encourages bidders/offerors to exceed this minimum MBE participation level. D. The successful bidder/offeror will be required to complete Exhibits B through E, and include the completed exhibits with their offer/bid. Failure to provide completed exhibits may result in making your proposal unacceptable, and not susceptible to award, or your bid being rejected as being non-responsive. All MBEs listed for subcontracts must be certified by the Maryland Department of Transportation (MDOT); other certifications are not acceptable. Version 2011.final Page 70 of 87

74 MINORITY BUSINESS ENTERPRISE UTILIZATION GOAL PURPOSE The Contractor shall structure this contract to attempt to achieve not less than the minimum ratio of participation by minority business enterprises (MBEs) specified earlier in the document. Such performance by minority business enterprises shall be in accordance with this section. The Contractor agrees to use his best efforts to carry out the requirements of this section consistent with efficient performance of the project. Offerors/bidders must include the completed MBE Utilization Exhibits A through E with their offer/bid. Failure to provide completed exhibits may result in making your proposal unacceptable, and not susceptible to award, or your bid being rejected as being non-responsive. DEFINITION As used in this section, the following words have the meanings indicated. A. "Certification" means a determination through the procedures outlined in COMAR and that a legal entity is a minority business enterprise. B. "Control" means the exercise of the power to manage and operate a business enterprise. C. "MBE Liaison Officer" is the employee designated by the University to administer the University's Minority Business Enterprise (MBE) program. D. "Minority Business Enterprise" or "MBE" means any legal entity, other than a joint venture, organized to engage in commercial transactions, which is at least fifty one percent (51%) owned and controlled by one or more minority persons, or a nonprofit entity organized to promote the interests of the physically or mentally disabled. E. "Minority Business Enterprise Certification Council", or "MBECC", is that Council created to administer the certification of minority business enterprises planning to do business with the University, except for those business entitles desiring to contract with the Maryland Department of Transportation. The Certification Council is responsible for recertification and decertification determinations. The MBECC consists of one voting representative from the following State Agencies: 1. The Department of Budget and Fiscal Planning; 2. The Department of General Services; 3. The Interagency Committee on Public School Construction; 4. The Maryland Food Center Authority; 6. The Office of Minority Affairs; 6. The University of Maryland; and 7. Three procurement agencies selected periodically by the Board of Public Works. Version 2011.final Page 71 of 87

75 F. "Minority person" means a member of a socially or economically disadvantaged minority group, and includes Blacks (not of Hispanic origin), Hispanics, American Indians, Alaska natives, Asians, Pacific Islanders, women, and the physically or mentally disabled. G. "Office of Minority Affairs" means the Governor's Office of Minority Affairs. H. "Ownership" means: 1. For a sole proprietorship that the sole proprietor is a minority person. If the ownership interest held by a minority person is subject to formal or informal restrictions such as options, security interests, agreements, etc., held by a non-minority person or business entity, the options, security interest, agreements, etc., held by the non-minority person or business entity may not significantly impair the minority person's ownership interest. 2. For a Partnership, that at least fifty one percent (51%) of the partnership's assets or interests are owned by a minority person or minority persons. If the ownership interests held by a minority person is subject to formal or informal restrictions such as options, security interests, agreements, etc., held by a non-minority person or business entity, the options, security interests, agreements, etc., held by a non-minority person or business entity may not significantly impair the minority person's ownership interest. 3. For a corporation, that legal and equitable ownership of at least fifty one percent (51%) of all classes of stock, bonds, or other securities issued by the corporation is owned by a minority person or minority persons. If an ownership interest held by a minority person is subject to formal or informal restrictions such as options, security interests, agreements, etc., held by a nonminority person or business entity, the options, security interests, agreements, etc., held by the non-minority person or business entity may not significantly impair the minority person's ownership interest. I. "Procurement Agency" means any University agency, except a Department, that is authorized bylaw or regulations to procure or contract. J. "Solicitation notice" means public notice of a Request For Proposal (RFP) or Invitation For Bids (IFB), offers, or expressions of interest which contains the nature of the procurement, relevant dates, the availability of solicitation documents, if any, and other pertinent information. The notice may consist of but is not limited to: 1. Legal advertisement 2. Newspaper notice; 3. "Bid Board" notice; or 4. Bid or proposal documents including the IFBs or RFPs. CONTRACTOR RESPONSIBILITIES A. The Contractor agrees that at least the stated minimum percentage of the contract's total dollar value shall be performed by one or more MBEs currently certified by the Maryland Department of Transportation. Version 2011.final Page 72 of 87

76 B. An MBE prime contractor responding to the solicitation shall, if awarded the contract, structure its subcontracts such that the MBE subcontracting goal(s) established for this RFP are achieved by its subcontractors. C. Each bid or offer submitted in response to this solicitation shall be accompanied by a completed MBE Utilization Affidavit (Exhibit A), whereby the Contractor acknowledges the MBE participation goal and commits to make a good faith effort to achieve the goal. D. Documentation. The following documentation shall be part of the contract, and shall be furnished with the offeror s bid or proposal: 1. A completed Schedule for Participation (Exhibit B) naming each MBE who will participate in the project that describes the contract items to be performed or furnished by the MBE, the proposed timetable for performance and the prices agreed to be paid to each MBE for the work or supply. 2. If the apparent low bidder or apparent successful offeror is unable to achieve the contract goal for MBE participation, the apparent low bidder or apparent successful offeror shall submit, instead of or in conjunction with the Schedule of Participation, a written request for a waiver to include the following: a. A detailed statement of the efforts made to select portions of the work proposed to be performed by MBEs in order to increase the likelihood of achieving the stated goal; b. A detailed statement of the efforts made to contact and negotiate with MBEs including the names, addresses, dates and telephone numbers of MBEs contacted, and a description of the information provided to MBEs regarding the plans, specifications, and anticipated time schedule for portions of the work to be performed; c. As to each MBE that placed a subcontract quotation which the apparent low bidder or apparent successful offeror considers not to be acceptable, a detailed statement of the reasons for this conclusion; and d. A list of minority subcontractors found to be unavailable. This should be accompanied by a Minority Contractor Unavailability Certificate (Exhibit C) signed by the minority business enterprise or a statement from the apparent low bidder or apparent successful offeror that the minority business refused to give the written certification. 3. A MBE subcontractor project participation statement signed by both the bidder/offeror and each MBE listed in the schedule of participation which shall include: a. A Statement of Intent (Exhibit D) to enter into a contract between the prime contractor and each subcontractor if a contract is executed between the University and the prime contractor, or, if the prime contract has been awarded, copies of the subcontract agreement or agreements; and b. The amount and type of bonds required of MBE contractors, if any. 4. A Solicitation Affidavit (Exhibit E) completed and signed by the prime Contractor stating that, in the solicitation of subcontract quotations, MBE subcontractors were provided not less than the Version 2011.final Page 73 of 87

77 same information and amount of time to respond as were non -MBE subcontractors, and that the solicitation process was conducted in such a manner as to otherwise not place MBE subcontractors at a competitive disadvantage to non- MBE subcontractors. 6. Any other documentation considered appropriate by the University to ascertain bidder/offeror responsibility in connection with the contract MBE participation goal. E. The Contractor, by submitting it's bid or offer, consents to provide such documentation as requested by the University pursuant to COMAR , and to provide right of entry at any reasonable time for purposes of the University's representatives verifying compliance with the MBE subcontractor requirements. RECORDS AND REPORTS A. The Contractor shall maintain such records as are necessary to confirm compliance with its minority business enterprise utilization obligations. These records shall indicate the identity of minority and non-minority subcontractors employed on the contract, the type of work performed by each, and the actual dollar value of work, services, and procurement achieved by each Contractor and subcontractor. B. The Contractor shall submit information with his monthly cost breakdown for progress payments which indicates the dollar value of contracts awarded to minority business enterprises as the contract work occurs. This information will be submitted as a supplement to the Cost Breakdown for Progress Payments. Failure of the Contractor to submit the required supplementary MBE participation information may result in delays in processing progress payments. C. All records concerning MBE participation must be retained by the Contractor and will be available for inspection by the University for a period of three years after final completion of the contract. ENFORCEMENT A. The University is responsible for conducting inspections to confirm compliance with the terms of this section. If the University determines that the Contractor or subcontractors are not in compliance with this section, the University will notify the Contractor of those measures which the Contractor must take to restore the Contractor to a state of compliance. If the Contractor or subcontractor fails to take corrective action, the University may report the noncompliance to the Board of Public Works for appropriate action. B. If the documentary material submitted by the Contractor or subcontractor to determine minority business status contains false, misleading information, or other misrepresentations, the matter will be referred to the Attorney General for appropriate action. Version 2011.final Page 74 of 87

78 CONTRACTOR ASSISTANCE Contractors requiring assistance in locating minority business enterprises are encouraged to contact the following offices: Procurement Office Valerie Rolandelli, AVP and MBE Liaison University of Maryland University College 3501 University Blvd. East Adelphi, MD Telephone: Maryland Department of Transportation P. O. Box 8755 MS 115 BWI Airport, MD Telephone: Contract Compliance Officer Maryland State Department of General Services 301 West Preston Street, Room 1307 Baltimore, Maryland Telephone: The State of Maryland Business Enterprise Directory is available to contractors at the locations listed above. The Directory contains information about currently certified Minority Business Enterprises. Contractors are also encouraged to look on the following web site, which contains a search feature for locating MBEs: To utilize the search feature, click on the category "MBE Program", followed by "MBE Directory". Version 2011.final Page 75 of 87

79 MBE Utilization Exhibit A MBE UTILIZATION AFFIDAVIT The undersigned as contractor does hereby make the following Affidavit. I acknowledge the Minority Business Enterprise participation goal of ten percent (10%) for this contract with the University, and commit to make a good faith effort to achieve that goal. I do solemnly declare and affirm under the penalty of perjury that the contents of the foregoing document are true and correct to the best of my knowledge, information, and belief. Signature of Contractor Date Company Name Notary Public My Commission Expires Sworn and subscribed before me this day of,. Version 2011.final Page 76 of 87

80 MBE Utilization Exhibit B SCHEDULE FOR PARTICIPATION OF MINORITY BUSINESS ENTERPRISES 1. Prime Contractor Name of Firm Address Telephone: 2. Project Location (Number, Street, City, State, (Zip) 3. Project Number: 4. Total Contract Dollar Amount: $ Project Name: 6. List The Data Requested For Each Minority Firm In This Project: A. Minority Firm Address Maryland Department of Transportation (MDOT) Certification #: Minority Status: (ethnicity/demographic) Work or Service to be Performed: Project Commitment Date: Project Completion Date: Agreed Dollar Amount: $ Percentage of Total Contract: % B. Minority Firm Address Maryland Department of Transportation (MDOT) Certification #: Minority Status: (ethnicity/demographic) Work or Service to be Performed: Project Commitment Date: Project Completion Date: Agreed Dollar Amount: $ Percentage of Total Contract: % C. Minority Firm Address Version 2011.final Page 77 of 87

81 Maryland Department of Transportation (MDOT) Certification #: Minority Status: (ethnicity/demographic) Work or Service to be Performed: Project Commitment Date: Project Completion Date: Agreed Dollar Amount: $ Percentage of Total Contract: % D. Minority Firm Address Maryland Department of Transportation (MDOT) Certification #: Minority Status: (ethnicity/demographic) Work or Service to be Performed: Project Commitment Date: Project Completion Date: Agreed Dollar Amount: $ Percentage of Total Contract: % MINORITY FIRMS TOTAL DOLLAR AMOUNT: $ MINORITY FIRMS TOTAL PERCENTAGE % 7. Remarks (Use Additional Sheets for Additional Comments) 8. This Form Prepared By: Name: Title: APPROVED: Yes No Date: Signature - Minority Business Enterprise Officer Version 2011.final Page 78 of 87

82 MBE Utilization Exhibit C MINORITY CONTRACTOR UNAVAILABILITY CERTIFICATE IT IS HEREBY CERTIFIED THAT THE FIRM OF Address: contacted the Minority Business Enterprise,, address: seeking to obtain a bid for work/service in relation to project number (or project name) 2. List Of Type Of Work/Service Requested: 3. Indicate The Form of Bid Sought. To the best of my knowledge and belief, said Minority Business is either unavailable for the work/service in relation to the Project Number:, or is unable to prepare a bid for the following reason(s): IT IS HEREBY CERTIFIED THAT THE FIRM OF Was offered an opportunity to bid on (Project Number), on (Date) By (Name, Title) The above statement is a true and accurate account of why the firm of did not submit a bid on Project Number. (Signature) (Name, Title, telephone number) Version 2011.final Page 79 of 87

83 MBE Utilization Exhibit D MINORITY BUSINESS AND GENERAL CONTRACTOR'S STATEMENT OF INTENT Project Number: Project Name: Project Location: Project Amount $: A. Name of Prime Contractor: B. Name of M.B.E.: 1. Bonds - Amount and type required of MBE if any: 2. Work/Services to be performed by MBE: 3. MBE Commitment Date: Completion Date: 4. Percentage of Project Amount: _ % 6. The above named MBE is: A. [ ] An individual B. [ ] A Partnership C. [ ] A Corporation D. [ ] Other The undersigned subcontractor will enter into a contract with Version 2011.final Page 80 of 87

84 for the work/service indicated above upon the prime contractor's execution of a contract with the University of Baltimore. The undersigned Sub-Contractor is certified by the MBECC as a Minority Business Enterprise, as of (Date) or has applied for certification as of (Date). Signature of Subcontractor Print/Type Name of Firm Number Street City, State, Zip Phone No. Date: I agree to the terms and conditions stated above. Signature of Prime Contractor Print/Type Name of Firm Number Street City, State, Zip Date: Version 2011.final Page 81 of 87

85 MBE Utilization Exhibit E SOLICITATION AFFIDAVIT The undersigned as contractor does hereby make the following Affidavit. In the solicitation of subcontract quotations or offers all Minority Business Enterprise (MBE) subcontractors were provided not less than the same information and amount of time to respond to the solicitations. The solicitation process was conducted in such a manner so as to otherwise not place MBE subcontractors at a competitive disadvantage to non-mbe subcontractors. I do solemnly declare and affirm under the penalty of perjury that the contents of the foregoing document are true and correct to the best of my knowledge, information, and belief. Signature of Applicant Printed Name Date: Notary Public My Commission Expires Sworn and subscribed before me this day of Version 2011.final Page 82 of 87

86 ATTACHMENT F EFT schedule Payments to Contractors by Electronic Funds Transfer (EFT) If the annual dollar value of this contract will exceed $500,000.00, the Bidder/Offeror is hereby advised that electronic funds transfer (EFT) will be used by the State to pay the Contractor for this Contract and any other State payments due Contractor unless the State Comptroller's Office grants the Contractor an exemption. By submitting a response to this solicitation, the Bidder/Offeror agrees to accept payments by EFT. The selected Bidder/Offeror shall register using the attached form COT/GAD X-10 Contractor Electronic Funds (EFT) Registration Request Form. Any request for exemption must be submitted to the State Comptroller's Office for approval at the address specified on the COT/GAD X-10 form and must include the business identification information as stated on the form and include the reason for the exemption. The form is available as a pdf file on the web site of the General Accounting Division of the Comptroller of Maryland. That web address is: Version 2011.final Page 83 of 87

87 Attachment G LIVING WAGE REQUIREMENTS Version 2011.final Page 84 of 87

88 Attachment G Living Wage Requirements A solicitation for services under a State contract valued at $100,000 or more may be subject to Title 18, State Finance and Procurement Article, Annotated Code of Maryland. Additional information regarding the State s Living Wage requirement is contained in the following section entitled Living Wage Requirements for Service Contracts. If the Offeror fails to complete and submit the required Living Wage documentation, the State may determine an Offeror to be not responsible. Contractors and Subcontractors subject to the Living Wage Law shall pay each covered employee at least $12.28 per hour, if State contract services valued at 50% or more of the total value of the contract are performed in the Tier 1 Area. If State contract services valued at 50% or more of the total contract value are performed in the Tier 2 Area, an Offeror shall pay each covered employee at least $9.23 per hour. The specific Living Wage rate is determined by whether a majority of services take place in a Tier 1 Area or Tier 2 Area of the State. The Tier 1 Area includes Montgomery, Prince George s, Howard, Anne Arundel, and Baltimore Counties, and Baltimore City. The Tier 2 Area includes any county in the State not included in the Tier 1 Area. If the employees who perform the services are not located in the State, the head of the unit responsible for a State contract pursuant to (d) shall assign the tier based upon where the recipients of the services are located. Version 2011.final Page 85 of 87

89 Affidavit of Agreement Maryland Living Wage Requirements-Service Contracts Contract No. Name of Contractor Address City State Zip Code If the Contract is Exempt from the Living Wage Law The Undersigned, being an authorized representative of the above named Contractor, hereby affirms that the Contract is exempt from Maryland s Living Wage Law for the following reasons: (check all that apply) Bidder/Offeror is a nonprofit organization Bidder/Offeror is a public service company Bidder/Offeror employs 10 or fewer employees and the proposed contract value is less than $500,000 Bidder/Offeror employs more than 10 employees and the proposed contract value is less than $100,000 If the Contract is a Living Wage Contract A. The Undersigned, being an authorized representative of the above named Contractor, hereby affirms our commitment to comply with Title 18, State Finance and Procurement Article, Annotated Code of Maryland and, if required, to submit all payroll reports to the Commissioner of Labor and Industry with regard to the above stated contract. The Bidder/Offeror agrees to pay covered employees who are subject to living wage at least the living wage rate in effect at the time service is provided for hours spent on State contract activities, and to ensure that its Subcontractors who are not exempt also pay the required living wage rate to their covered employees who are subject to the living wage for hours spent on a State contract for services. The Contractor agrees to comply with, and ensure its Subcontractors comply with, the rate requirements during the initial term of the contract and all subsequent renewal periods, including any increases in the wage rate established by the Commissioner of Labor and Industry, automatically upon the effective date of the revised wage rate. Affidavit of Agreement Maryland Living Wage Requirements-Service Contracts B. (initial here if applicable) The Bidder/Offeror affirms it has no covered employees for the following reasons: (check all that apply) All employee(s) proposed to work on the State contract will spend less than one-half of the employee s time during every work week on the State contract; All employee(s) proposed to work on the State contract will be 17 years of age or younger during the duration of the State contract; or All employee(s) proposed to work on the State contract will work less than 13 consecutive weeks on the State contract. The Commissioner of Labor and Industry reserves the right to request payroll records and other data that the Commissioner deems sufficient to confirm these affirmations at any time. Name of Authorized Representative: Signature of Authorized Representative Date Title Version 2011.final Page 86 of 87

90 Witness Name (Typed or Printed) Witness Signature Date Version 2011.final Page 87 of 87