IFB Template Version 2.0 Dated December 4, 2020

Dear IFB Procurement Officers,

This document contains an IFB template to aid in producing a complete solicitation. In producing a solicitation, all contributors should note following information:

Download the most recent template version on the State website before starting any new IFB draft: (http://procurement.maryland.gov/procurement-staff/).

Format is important. Auto-numbering and other formatting in the document is achieved through use of Word “Styles.” Please do not manually number any requirements. See more styles-related instructions on page 1 (or perform a find for Word Styles instructions). Note that ALL requirements are to be numbered (no “simple bullets” or plain paragraphs).

Data entry and tailoring instructions are flagged throughout the document using guillemets (<< and >>). Where the text between the guillemets is one word such as <<solicitationName>>, perform a Word find and replace so that every instance is replaced throughout the document. See the Basic IFB Tailoring table below for more guidance. Tip: Perform a find on guillemets to find any remaining tailoring not yet completed. A find on double brackets “[[“ and “]]” will locate all template instructions, which will help in ensuring all instructions have been addressed and deleted before publication.

What’s in this version of the IFB?

Updated Attachment B, Section G with the correct COMAR reference for mistakes in bids.

Revised language in Section 1.1 to note minimum qualifications are not the only documents to determine responsiveness of the Bid.

Fixed the broken link for Attachment H to open the correct version of the Conflict of Interest Affidavit and Disclosure;

Corrected reference to Indemnification Section 10 in Attachment M, Section 29.2.

Updated broken links in Sections 3.7.5.B 2) and 3.7.5.B 14).

Updated Section 3.9 SOC 2 Type 2 Audit Report to change language from “principles” to “services criteria” based on the new Guidance and its new name.

Changed Section 3.13.1 to add a new Green Purchasing clause and made the No-cost Extension clause Section 3.13.2.

Clarified instructions in Section 4.1 Pre-Bid Conference for in-person versus online conferencing.

Added link to eMMA in Section 4.2.2 and updated wording for vendor registration.

Updated Section 4.25 Electronic Procurements Authorized to allow submissions through eMMA and removed outdated “facsimile” language.

Updated the MBE Goal Section 4.26 to allow for implied MBE waivers and waiving or curing minor irregularities in accordance with COMAR 21.06.02.04.

Updated the VSBE Goal Section 4.27.1.B to clarify the new verification and certification of the VSBE through the State Department of Veterans Affairs and eMMA.

Updated Living Wage Requirements Section 4.28 for the Maryland Department of Labor’s new agency name and to add language for Tier 2 wages adjusting with the State’s minimum wage.

Replaced Nonvisual Access Language in Section 4.33.

Updated Small Business Reserve (SBR) Procurement Section 4.37 to clarify the SBR criteria for the number of employees OR the average gross sales of the business operations. The word “and” is changed to “or” at the very end of Section 4.37.2.C 1) f).

Updated Section 5.5 to accept electronic bids through eMMA, the preferred option. Made option 2 to still allow for paper bids.

Updated Section 5.6 to accept electronic copies of the contract and other required documentation after award recommendation.

Updated Section 17 Termination for Default in Attachment M – The Contract to reflect new language about annual and renewable bonds.

Updated Section 22 in Attachment M – The Contract to reflect the change to $200,000 for financial disclosures.

Added optional Section 45 – Maryland’s Green Purchasing Reporting Requirements to Attachment M.

Basic IFB Tailoring Perform a find and replace on the following text to begin customizing this IFB. Be sure to select “Match Case” in the Word Find/Replace dialog box (Home tab, select Replace button, click More, check Match Case). Remove this Basic IFB Tailoring table prior to release. Note: Don’t change the default fields for any information you do not yet know (Keep the appropriate line from this table until the substitution is made.). Tip: Delete an instruction (found in red text) once you’ve performed the action or associated tailoring. The remaining instructions will act as a reminder to complete the task.
To insert the correct value of:	Find Text Type exactly as typed below in the find/replace dialog, including brackets << >> where indicated, with “Match Case” selected.	Replace with Text Do NOT include brackets in the “Replace with:” field.
Full name of the department or agency issuing the IFB	<<issuingAgencyName>>	Agency name
Acronym of the department or agency issuing the IFB	<<ISSUINGAGENCYACRONYM>>	Agency acronym
Correct term, such as “Department” or “Agency” used throughout the boilerplate text	<<typeofAgency>>	Identifying term (e.g., Department, Agency, Administration, College)
Solicitation Title	<<solicitationTitle>> and again for all caps <<SOLICITATIONTITLE>>	Title
Solicitation Number	<<solicitationNumber>> and again for all caps <<SOLICITATIONNUMBER>>	Solicitation number
Procurement Officer	<<procurementOfficerName>>	Procurement Officer name
Contract Monitor	<<contractMonitorName>>	Contract Monitor name
As you progress through the template, perform a find/replace on other values flagged with << to change all similar values throughout the document.

State of Maryland

<<issuingAgencyName>> (<<ISSUINGAGENCYACRONYM>>)

INVITATION FOR BIDS (IFB)

<<solicitationTitle>>

IFB Number <<solicitationnumber>>

Issue date: <<issueDate>>

[[If the IFB is designated as a Small Business Reserve Procurement, include the following notice:]]

NOTICE TO BidderS

SMALL BUSINESS RESERVE PROCUREMENT

This is a Small Business Reserve Procurement for which award will be limited to certified small business vendors. Only businesses that meet the statutory requirements set forth in State Finance and Procurement Article, §§14-501 —14-505, Annotated Code of Maryland, and that are certified by the Governor’s Office of Small, Minority & Women Business Affairs (GOSBA) Small Business Reserve Program are eligible for award of a contract.

[[Required language:]]

NOTICE

A Prospective Bidder that has received this document from a source other than eMarylandMarketplace (eMMA) https://procurement.maryland.gov should register on eMMA. See Section 4.2.

Minority Business Enterprises Are Encouraged to Respond to this Solicitation.

NO BID NOTICE/VENDOR FEEDBACK FORM

To help us improve the quality of State solicitations, and to make our procurement process more responsive and business friendly, please provide comments and suggestions regarding this solicitation. Please return your comments with your response. If you have chosen not to respond to this solicitation, please email or fax this completed form to the attention of the Procurement Officer (see Key Information Summary Sheet below for contact information).

Title: <<solicitationTitle>>

Solicitation No: <<solicitationNumber>>

1.	If you have chosen not to respond to this solicitation, please indicate the reason(s) below:

Other commitments preclude our participation at this time

The subject of the solicitation is not something we ordinarily provide

We are inexperienced in the work/commodities required

Specifications are unclear, too restrictive, etc. (Explain in REMARKS section)

The scope of work is beyond our present capacity

Doing business with the State is simply too complicated. (Explain in REMARKS section)

We cannot be competitive. (Explain in REMARKS section)

Time allotted for completion of the Bid is insufficient

Start-up time is insufficient

Bonding/Insurance requirements are restrictive (Explain in REMARKS section)

Bid requirements (other than specifications) are unreasonable or too risky (Explain in REMARKS section)

MBE or VSBE requirements (Explain in REMARKS section)

Prior State of Maryland contract experience was unprofitable or otherwise unsatisfactory. (Explain in REMARKS section)

Payment schedule too slow

Other: __________________________________________________________________

2.	If you have submitted a response to this solicitation, but wish to offer suggestions or express concerns, please use the REMARKS section below. (Attach additional pages as needed.)

REMARKS: ____________________________________________________________________________________

____________________________________________________________________________________

Vendor Name: ________________________________ Date: _______________________

Contact Person: _________________________________ Phone (____) _____ - _________________

Address: ______________________________________________________________________

E-mail Address: ________________________________________________________________

State of Maryland

<<issuingAgencyName>> (<<ISSUINGAGENCYACRONYM>>)

Key Information Summary Sheet

Invitation for Bids	<<Add as the first word the type of Contract: one of the following: Services, IT, Construction, Maintenance, A&W>> - <<solicitationTitle>>
Solicitation Number:	<<solicitationNumber>>
IFB Issue Date:	<<issueDate>>
IFB Issuing Office:	<<issuingAgencyName>> (<<ISSUINGAGENCYACRONYM>> or the "<<typeofAgency>>")
Procurement Officer:	<<procurementOfficerName>> <<procurementOfficerAddress>>
e-mail: Office Phone:	<<procurementOfficerEmail>> <<procurementOfficerPhoneNumber>>
Bids are to be sent to:	[[Use only one of the following three options and delete the other two.]] <<issuingAgencyLocation>> Attention: <<procurementOfficerName>> [[OR]] <<procurementOfficerEmail>> [[OR]] <<submitViaeMMA>>
Pre-Bid Conference:	<<preBidDateAndTime>> Local Time <<preBidLocation>> See Attachment A for directions and instructions.
Questions Due Date and Time	<<responseDueDateAndTime>> Local Time
Bid Due (Closing) Date and Time:	<<responseDueDateAndTime>> Local Time Bidders are reminded that a completed Feedback Form is requested if a no-bid decision is made (see page iv).
Public Bid Opening Date, Time and Location	<<responseDueDateAndTime>> Local Time <<issuingAgencyLocation>> and Room
MBE Subcontracting Goal:	<<mbeGoal>>% <<with no subgoals.>> [[OR]] with the following subgoals: <<mbeAfricanAmericanownedSubgoal>>% for African-American MBEs, <<mbeAsianAmericanSubgoal>>% for Asian-American MBEs, <<mbeHispanicAmericanownedSubgoal>>% for Hispanic-American MBEs, and <<mbeWomenownedSubgoal>>% for Woman-Owned MBEs.
VSBE Subcontracting Goal:	<<vsbeGoal>>%
Contract Type:	<<contractType>> [[E.g., firm fixed price, fixed price with cost adjustment, labor hour, indefinite quantity with fixed unit prices. Indicate if a combination of more than one type, e.g. fixed price with cost adjustment, time & materials, Indefinite Quantity with Firm Fixed Prices with Work Orders of Time & Materials and Fixed Price.]]
Contract Duration:	<<basePeriodofPerformance>> base period with <<optionPeriods>> option periods [[Enter contract duration including startup period, approximate NTP date and any option periods. Delete reference to option periods if no options are planned. Example: Five (5) year base period with two (2) one-year option periods.]]
Primary Place of Performance:	<<primaryPlaceofPerformance>> [[Agency or building name , full street address, or as proposed by Bidder]]
SBR Designation:	<<isAnSBR>>[[Yes or No]]
Federal Funding:	<<federalFunding>>[[Yes or No]]

Table of Contents – IFB

1	Minimum Qualifications	3

1.1	Bidder Minimum Qualifications	3

2	Contractor Requirements: Scope of Work	3

2.1	Summary Statement	3

2.2	Background and Purpose	3

2.3	Responsibilities and Tasks	3

3	Contractor Requirements: General	3

3.1	Contract Initiation Requirements	3

3.2	End of Contract Transition	3

3.3	Invoicing	3

3.4	Liquidated Damages	3

3.5	Disaster Recovery and Data	3

3.6	Insurance Requirements	3

3.7	Security Requirements	3

3.8	Problem Escalation Procedure	3

3.9	SOC 2 Type 2 Audit Report	3

3.10	Minority Business Enterprise (MBE) Reports	3

3.11	Veteran Small Business Enterprise (VSBE) Reports	3

3.12	Work Orders	3

3.13	Additional Clauses	3

4	Procurement Instructions	3

4.1	Pre-Bid Conference	3

4.2	eMaryland Marketplace Advantage (eMMA)	3

4.3	Questions	3

4.4	Procurement Method	3

4.5	Bid Due (Closing) Date and Time	3

4.6	Multiple or Alternate Bids	3

4.7	Receipt, Opening and Recording of Bids	3

4.8	Confidentiality of Bids / Public Information Act Notice	3

4.9	Award Basis	3

4.10	Tie Bids	3

4.11	Duration of Bids	3

4.12	Revisions to the IFB	3

4.13	Cancellations	3

4.14	Incurred Expenses	3

4.15	Protest/Disputes	3

4.16	Bidder Responsibilities	3

4.17	Acceptance of Terms and Conditions	3

4.18	Bid/Proposal Affidavit	3

4.19	Contract Affidavit	3

4.20	Compliance with Laws/Arrearages	3

4.21	Verification of Registration and Tax Payment	3

4.22	False Statements	3

4.23	Payments by Electronic Funds Transfer	3

4.24	Prompt Payment Policy	3

4.25	Electronic Procurements Authorized	3

4.26	MBE Participation Goal	3

4.27	VSBE Participation Goal	3

4.28	Living Wage Requirements	3

4.29	Federal Funding Acknowledgement	3

4.30	Conflict of Interest Affidavit and Disclosure	3

4.31	Non-Disclosure Agreement	3

4.32	HIPAA - Business Associate Agreement	3

4.33	Nonvisual Access	3

4.34	Mercury and Products That Contain Mercury	3

4.35	Location of the Performance of Services Disclosure	3

4.36	Department of Human Services (DHS) Hiring Agreement	3

4.37	Small Business Reserve (SBR) Procurement	3

4.38	Bonds	3

4.39	Maryland Healthy Working Families Act Requirements	3

5	Bid Format	3

5.1	One Part Submission	3

5.2	Labeling	3

5.3	Bid Price Form	3

5.4	Required Bid Submission	3

5.5	Delivery	3

5.6	Documents Required upon Notice of Recommendation for Contract Award	3

6	Bid Evaluation and Award	3

6.1	Bid Evaluation Criteria	3

6.2	Reciprocal Preference	3

6.3	Award Determination	3

6.4	Documents Required upon Notice of Recommendation for Contract Award	3

7	IFB ATTACHMENTS AND APPENDICES	3

Attachment A.	Pre-Bid Conference Response Form	3

Attachment B.	Bid Instructions & Form	3

Attachment C.	Bid/Proposal Affidavit	3

Attachment D.	Minority Business Enterprise (MBE) Forms	3

Attachment E.	Veteran-Owned Small Business Enterprise (VSBE) Forms	3

Attachment F.	Maryland Living Wage Affidavit of Agreement for Service Contracts	3

Attachment G.	Federal Funds Attachments	3

Attachment H.	Conflict of Interest Affidavit and Disclosure	3

Attachment I.	Non-Disclosure Agreement (Contractor)	3

Attachment J.	HIPAA Business Associate Agreement	3

Attachment K.	Mercury Affidavit	3

Attachment L.	Location of the Performance of Services Disclosure	3

Attachment M.	Contract	3

Attachment N.	Contract Affidavit	3

Attachment O.	DHS Hiring Agreement	3

Appendix 1. – Abbreviations and Definitions	3

Appendix <<#>>. – <<Title of Appendix>>	3

Minimum Qualifications

[[Word “Styles” Instructions

This document contains some standard Word “Styles” to make formatting easier. Paste the text from other documents with NO formatting and then apply the styles. Take advantage of the Word feature “format painter” to mimic formats already in this IFB to pasted text. Use the following “Styles” to achieve the formatting indicated below:

Plain paragraph text: MD Text 0, and if indenting needed MD Text #Indent 1, MD Text #Indent 2, MD Text #Indent 3;

X.X Level heading: Heading 2;

X.X.X Level heading (when it’s a heading label only): Heading 3;

x.x.x Numbering when it’s a requirement: MD Text 1;

A., B., C., List: MD ABC; and

Basic paragraph text: MD Text 0.

Remember to use numbers for all list items instead of bullets. Use the Increase Indent / Decrease Indent buttons on the Home tab to generate the next level, such as 1), or the shortcut: ALT+SHIFT+left arrow or ALT+SHIFT+right arrow.]]

Bidder Minimum Qualifications

[[If there are no Bidder Minimum Qualifications for this solicitation, enter only the following sentence for this section and delete the rest:]]

There are no Bidder Minimum Qualifications for this procurement.

[[If there are Bidder Minimum Qualifications for this solicitation, enter the following language as applicable for this section and number each Minimum Qualification.]]

As part of the determination to be considered responsive, the Bidder must document in its Bid that it satisfies the following Minimum Qualifications:

The Bidder shall have . . .[[e.g., three (3) years of experience providing…]].

Required Documentation: As proof of meeting this requirement, the Bidder shall provide with its Bid . . . [[e.g., one or more references from the past five years that collectively are able to attest to the Bidder’s required years of experience in providing . . ]].

The Bidder shall be certified . . .[[e.g., by the Maryland Insurance Administration as a …. ]].

Required Documentation: As proof of meeting this requirement, the Bidder shall provide with its Bid . . .[[e.g., a current certificate issued by the Maryland Insurance Administration evidencing the Bidder’s certification as a . . .]].

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

Contractor Requirements: Scope of Work

Summary Statement

The <<issuingAgencyName>> (<<ISSUINGAGENCYACRONYM>> or the "<<typeofAgency>>") is issuing this Invitation for Bids (IFB) in order to procure the services defined in this Section 2, as specified in this IFB, from a contract between the successful bidder(s) and the <<issuingAgencyName>>: <<[[Enter a brief description of the services to be performed or goods to be furnished.]]>>.

It is the State’s intention to obtain goods and services, as specified in this IFB, from a Contract between the selected Bidder and the State.

The <<typeofAgency>> intends to make <<a single award>>[[Tailor according to the IFB. Replace single award with “up to X awards” if there is the possibility for multiple awards, with “X” being the maximum number of awards. If more than one award is possible based on different Service Categories/Functional Areas or Regions/Counties, state so here.]] for the work under this IFB. See IFB Section 4.9 Award Basis for more Contract award information.

A Bidder, either directly or through its subcontractor(s), must be able to provide all goods and services and meet all of the requirements requested in this solicitation and the successful Bidder (the Contractor) shall remain responsible for Contract performance regardless of subcontractor participation in the work.

[[NOTE: For procurements with a contract type of indefinite quantity with firm fixed unit prices or indefinite quantify with fixed unit prices subject to adjustment, cost reimbursement, or a combination of indefinite quantity and cost reimbursement, the <<typeofAgency>> may choose to allow non-State of Maryland government entities or organizations to utilize the Contract. In such a case, include the following or similar language of Section below. Please consult with your Assistant Attorney General regarding this Section and the exact wording of the language, especially for contracts with two or more contract type components when “fixed price” is one of the components.]]

Maryland State and local entities as defined in Finance and Procurement §13-110(a) and nonprofit entities within the State of Maryland may purchase from the Contractor goods or services covered by the Contract at the same prices chargeable to the State. All such purchases by non-executive branch entities, non-State governments, government agencies or nonprofit entities:

Shall constitute Contracts between the Contractor and that entity;

Shall not constitute purchases by the State or State agencies under the Contract;

Shall not be binding or enforceable against the State; and

May be subject to other terms and conditions agreed to by the Contractor and the purchaser.

All Contract prices, terms, and conditions must be provided to any Maryland local government or nonprofit entity requesting services under the Contract. The Contractor bears the risk of determining whether or not a government, agency or organization with which the Contractor is dealing is a State entity.

Background and Purpose

[[Provide a description of the purpose of this solicitation, and any background information that may be helpful to vendors in preparing the responses. A brief summary of this section should be included in Section 2.1 of this solicitation.

HINT: if you are typing “the contractor will” then you are writing requirements. ]]

Project Goals

[[Remove headings if inapplicable.]]

State Staff and Roles

[[Include descriptions of any existing project management office or other management structure that the contractor will be working with. Include as part of the “State responsibilities” any information that is actually assigned to another contractor. Examples include how a change control board is set up, the relationship of different project teams to the contractor. ]]

In addition to the Procurement Officer and Contract Monitor, the State …………

State Project Manager

The State will provide a State Project Manager who will be responsible for……

The State Project Manager will provide the following: …….

Other State Furnished Roles

Other State Responsibilities

[[Adjust as appropriate.]]

The State will provide normal office working facilities and equipment reasonably necessary for Contractor performance under the Contract. Any special requirements (e.g., reprographic services, computer time, key data entry) shall be identified.

The State is responsible for providing required information, data, documentation, and test data to facilitate the Contractor’s performance of the work, and will provide such additional assistance and services as is specifically set forth.

Responsibilities and Tasks

[[Insert the Contract specifications into the solicitation here.]]

Heading for agency requirements

Heading for agency requirements

Heading for agency requirements

Heading for agency requirements

Heading for agency requirements

Heading for agency requirements

Heading for agency requirements

Contractor Requirements: General

[[Section Headings in this section must be preserved and not rearranged. Any additional sections pertinent to this section must be added at end of this section.]]

Contract Initiation Requirements

Contractor shall schedule and hold a kickoff meeting within 10 Business Days of NTP Date. At the kickoff, the Contractor shall furnish <<an updated Project Schedule describing the activities for the Contractor, the State, and any third parties for fully transitioning to the Contractor’s solution. >> [[Update as appropriate. Remove if no kickoff meeting planned.]]

[[This section may not be applicable if you are initiating a project with this IFB. If this IFB is for ongoing services, this may be necessary. If this section is inapplicable to this IFB, insert the following text.]]

THIS SECTION IS INAPPLICABLE TO THIS IFB.

[[Insert information here regarding what the Contractor is expected to perform as part of the ONE TIME transition-in period of the contract. Defining transition-in requirements helps to clarify the requirements for the new Contractor.]]

End of Contract Transition

[[This section is designed for to help ensure a successful transition for contracts where services are anticipated to continue after the Contract ends, if you do not anticipate the need for services to continue in the future, beyond the term of the Contract, or if contract transition is adequately addressed elsewhere, then you may insert the language “Reserved” in the heading for this section (to preserve numbering).]]

The Contractor shall provide transition assistance as requested by the State to facilitate the orderly transfer of services to the State or a follow-on contractor, for a period up to <<60>> days prior to Contract end date, or the termination thereof. Such transition efforts shall consist, not by way of limitation, of:

Provide additional services and support as requested to successfully complete the transition;

Maintain the services called for by the Contract at the required level of proficiency;

Provide updated System Documentation (see Appendix 1), as appropriate; and

Provide current operating procedures (as appropriate).

The Contractor shall work toward a prompt and timely transition, proceeding in accordance with the directions of the Contract Monitor. The Contract Monitor may provide the Contractor with additional instructions to meet specific transition requirements prior to the end of the Contract.

The Contractor shall ensure that all necessary knowledge and materials for the tasks completed are transferred to the custody of State personnel or a third party, as directed by the Contract Monitor.

The Contractor shall support end-of-Contract transition efforts with technical and project support to include but not be limited to:

The Contractor shall provide a draft Transition-Out Plan <<120 Business Days>> in advance of Contract end date.

The Transition-Out Plan shall address at a minimum the following areas:

Any staffing concerns/issues related to the closeout of the Contract;

Communications and reporting process between the Contractor, the <<typeofAgency>> and the Contract Monitor;

Security and system access review and closeout;

Any hardware/software inventory or licensing including transfer of any point of contact for required software licenses to the <<typeofAgency>> or a designee;

Any final training/orientation of <<typeofAgency>> staff;

Connectivity services provided, activities and approximate timelines required for Transition-Out;

Knowledge transfer, to include:

A working knowledge of the current system environments;

Review with the <<typeofAgency>> the procedures and practices that support the business process and current system environments;

Working knowledge of all technical and functional matters associated with the solution, its architecture, data file structure, interfaces, any batch programs, and any hardware or software tools utilized in the performance of the Contract;

Documentation that lists and describes all hardware and software tools utilized in the performance of the Contract;

Plans to complete tasks and any unfinished work items (including open change requests, and known bug/issues); and

Any risk factors with the timing and the Transition-Out schedule and transition process. The Contractor shall document any risk factors and suggested solutions.

The Contractor shall ensure all documentation and data including, but not limited to, System Documentation and current operating procedures, is current and complete with a hard and soft copy in a format prescribed by the Contract Monitor.

The Contractor shall provide copies of any current daily and weekly back-ups to the <<typeofAgency>> or a third party as directed by the Contract Monitor as of the final date of transition, but no later than the final date of the Contract.

Access to any data or configurations of the furnished product and services shall be available after the expiration of the Contract as described in Section 3.2.5.

Return and Maintenance of State Data

[[Include this section for all services where the Contractor will have access or control of any State data.]]

Upon termination or the expiration of the Contract Term, the Contractor shall: (a) return to the State all State data in either the form it was provided to the Contractor or in a mutually agreed format along with the schema necessary to read such data; (b) preserve, maintain, and protect all State data until the earlier of a direction by the State to delete such data or the expiration of 90 days (“the retention period”) from the date of termination or expiration of the Contract term; (c) after the retention period, the Contractor shall securely dispose of and permanently delete all State data in all of its forms, such as disk, CD/DVD, backup tape and paper such that it is not recoverable, according to National Institute of Standards and Technology (NIST)-approved methods with certificates of destruction to be provided to the State; and (d) prepare an accurate accounting from which the State may reconcile all outstanding accounts. The final monthly invoice for the services provided hereunder shall include all charges for the 90-day data retention period.

During any period of service suspension, the Contractor shall maintain all State data in its then existing form, unless otherwise directed in writing by the Contract Monitor.

In addition to the foregoing, the State shall be entitled to any post-termination/expiration assistance generally made available by Contractor with respect to the services.

Invoicing

General

The Contractor shall <<send OR e-mail>> the original of each invoice and signed authorization to invoice to the Contract Monitor and <<List individual>> at e-mail address: <<e-mail address>>.

All invoices for services shall be verified by the Contractor as accurate at the time of submission.

An invoice not satisfying the requirements of a Proper Invoice (as defined in COMAR 21.06.09) cannot be processed for payment. To be considered a Proper Invoice, invoices must include the following information, without error:

Contractor name and address;

Remittance address;

Federal taxpayer identification (FEIN) number, social security number, as appropriate;

Invoice period (i.e. time period during which services covered by invoice were performed);

Invoice date;

Invoice number;

State assigned Contract number;

State assigned (Blanket) Purchase Order number(s);

Goods or services provided;

Amount due; and

Any additional documentation required by regulation or the Contract.

Invoices that contain both fixed price and time and material items shall clearly identify each item as either fixed price or time and material billing.

The <<typeofAgency>> reserves the right to reduce or withhold Contract payment in the event the Contractor does not provide the <<typeofAgency>> with all required deliverables within the time frame specified in the Contract or otherwise breaches the terms and conditions of the Contract until such time as the Contractor brings itself into full compliance with the Contract.

Any action on the part of the <<typeofAgency>>, or dispute of action by the Contractor, shall be in accordance with the provisions of Md. Code Ann., State Finance and Procurement Article §§ 15-215 through 15-223 and with COMAR 21.10.04.

The State is generally exempt from federal excise taxes, Maryland sales and use taxes, District of Columbia sales taxes and transportation taxes. The Contractor, however, is not exempt from such sales and use taxes and may be liable for the same.

Invoices for final payment shall be clearly marked as “FINAL” and submitted when all work requirements have been completed and no further charges are to be incurred under the Contract. In no event shall any invoice be submitted later than 60 calendar days from the Contract termination date.

Invoice Submission Schedule

The Contractor shall submit invoices in accordance with the following schedule:

For items of work for which there is one-time pricing (see Attachment B –Bid Form) those items shall be billed in the month following the acceptance of the work by the <<typeofAgency>>.

For items of work for which there is annual pricing, see Attachment B–Bid Form, those items shall be billed in equal monthly installments for the applicable Contract year in the month following the performance of the services.

Deliverable Invoicing [[Remove if payment is not by deliverable. Adjust as appropriate.]]

Deliverable invoices shall be accompanied by notice(s) of acceptance issued by the State for all invoices submitted for payment. Payment of invoices will be withheld if a signed DPAF is not submitted (see online example at http://doit.maryland.gov/contracts/Documents/_procurementForms/DeliverableProductAcceptanceForm-DPAFsample.pdf).

Payment for deliverables will only be made upon completion and acceptance of the deliverables as defined in Section 2.

Time and Materials Invoicing

[[Remove subsection if inapplicable for requirements or for Work Orders.]]

All time and material invoices shall be accompanied by a signed timesheet as described below <<Adjust as appropriate. Service contracts typically do not use a DPAF as evidence of deliverable completion and acceptance.>> and notice(s) of acceptance issued by the State: DPAF for each time period invoiced (see online example at http://doit.maryland.gov/contracts/Documents/_procurementForms/DeliverableProductAcceptanceForm-DPAFsample.pdf)>>. Include for each person covered by the invoice the following, individually listed per person: name, hours worked, hourly labor rate, invoice amount and a copy of each person’s timesheet for the period signed by the Contract Monitor.

Time Sheet Reporting [[Adjust as appropriate.]]

Within three (3) Business Days after the 15th and last day of the month, the Contractor shall submit a semi-monthly timesheet for the preceding half month providing data for all Contractor Personnel / employees / resources working under the Contract.

At a minimum, each semi-monthly timesheet shall show:

Title: “Time Sheet for <<xxxxx>>”;

Issuing company name, address, and telephone number;

For each Contractor employee /resource:

Contractor employee / resource name, and

For each period ending date, e.g., “Period Ending: mm/dd/yyyy” (Periods run 1st through 15th, and 16th through last day of the month.):

Tasks completed that week and the associated deliverable names and ID#s;

Number of hours worked each day;

Total number of hours worked that Period;

Period variance above or below 40 hours;

Annual number of hours planned under the Task Order;

Annual number of hours worked to date; and

Balance of hours remaining;

Annual variance to date (Sum of periodic variances); and

Signature and date lines for the Contract Monitor.

Time sheets shall be submitted to the Contract Monitor prior to invoicing. The Contract Monitor shall sign the timesheet to indicate authorization to invoice.

For the purposes of the Contract an amount will not be deemed due and payable if:

The amount invoiced is inconsistent with the Contract;

The proper invoice has not been received by the party or office specified in the Contract;

The invoice or performance is in dispute or the Contractor has failed to otherwise comply with the provisions of the Contract;

The item or services have not been accepted;

The quantity of items delivered is less than the quantity ordered;

The items or services do not meet the quality requirements of the Contract;

If the Contract provides for progress payments, the proper invoice for the progress payment has not been submitted pursuant to the schedule;

If the Contract provides for withholding a retainage and the invoice is for the retainage, all stipulated conditions for release of the retainage have not been met; or

The Contractor has not submitted satisfactory documentation or other evidence reasonably required by the Procurement Officer or by the Contract concerning performance under the Contract and compliance with its provisions.

Travel Reimbursement

[[If no travel will be reimbursed, insert the following text:]]

Travel will not be reimbursed under this IFB.

[[Otherwise, adjust as appropriate:]]

There shall be no reimbursement for Routine Travel. Contractor shall not be reimbursed for Non-Routine Travel without prior Contract Monitor approval.

Routine Travel is defined as travel within a 50-mile radius of the <<typeofAgency>>’s base location, as identified in the IFB, or the Contractor’s facility, whichever is closer to the consulting site. There will be no payment for labor hours for travel time or reimbursement for any travel expenses for work performed within these radiuses or at the Contractor’s facility.

Non-routine Travel is defined as travel beyond the 50-mile radius of <<typeofAgency>>’s base location, as identified in the IFB, or the Contractor’s facility, whichever is closer to the consulting site. Non-routine travel will be reimbursed according to the State’s travel regulations and reimbursement rates, which can be found at: www.DBM.maryland.gov - search: Fleet Management. If non-routine travel is conducted by automobile, the first 50 miles of such travel will be treated as routine travel and as described in Section 3.3.6.b, and will not be reimbursed. The Contractor may bill for labor hours expended in non-routine traveling beyond the identified 50-mile radius, only if so specified in the IFB or Work Order.

Retainage

[[If this solicitation does not require retainage, delete the entire section INCLUDING the section heading. If this solicitation does require retainage, consult your oversight analyst and AAG.]]

Liquidated Damages

MBE Liquidated Damages

MBE liquidated damages are identified in Attachment M. [[Delete this line if there is no MBE goal and enter:]]

Inapplicable because there is no MBE goal for this IFB.

Liquidated Damages other than MBE

[[A determination to include Liquidated Damages, how they should be calculated, and to what they should apply should be made in consultation with your agency’s AAG pursuant to COMAR 21.07.01.14. If your solicitation does not include Liquidated Damages for the Scope of Work, then insert the appropriate statement below.]]

THIS SECTION IS INAPPLICABLE TO THIS IFB.

Disaster Recovery and Data

The following requirements apply to the Contract:

Redundancy, Data Backup and Disaster Recovery

Unless specified otherwise in the IFB, Contractor shall maintain or cause to be maintained disaster avoidance procedures designed to safeguard State data and other confidential information, Contractor’s processing capability and the availability of hosted services, in each case throughout the Contract term. Any force majeure provisions of the Contract do not limit the Contractor’s obligations under this provision.

The Contractor shall have robust contingency and disaster recovery (DR) plans in place to ensure that the services provided under the Contract will be maintained in the event of disruption to the Contractor/subcontractor’s operations (including, but not limited to, disruption to information technology systems), however caused.

The Contractor shall furnish a DR site.

The DR site shall be at least 100 miles from the primary operations site, and have the capacity to take over complete production volume in case the primary site becomes unresponsive.

The contingency and DR plans must be designed to ensure that services under the Contract are restored after a disruption within twenty-four (24) hours from notification and a recovery point objective of one (1) hour or less prior to the outage in order to avoid unacceptable consequences due to the unavailability of services.

The Contractor shall test the contingency/DR plans at least twice annually to identify any changes that need to be made to the plan(s) to ensure a minimum interruption of service. Coordination shall be made with the State to ensure limited system downtime when testing is conducted. At least one (1) annual test shall include backup media restoration and failover/fallback operations at the DR location. The Contractor shall send the Contract Monitor a notice of completion following completion of DR testing.

Such contingency and DR plans shall be available for the <<typeofAgency>> to inspect and practically test at any reasonable time, and subject to regular updating, revising, and testing throughout the term of the Contract.

Data Export/Import

The Contractor shall, at no additional cost or charge to the State, in an industry standard/non-proprietary format:

perform a full or partial import/export of State data within 24 hours of a request; or

provide to the State the ability to import/export data at will and provide the State with any access and instructions which are needed for the State to import or export data.

Any import or export shall be in a secure format per the Security Requirements.

Data Ownership and Access

[[If data is part of the Contract’s scope, AAG must approve any changes to below language.]]

Data, databases and derived data products created, collected, manipulated, or directly purchased as part of a IFB are the property of the State. The purchasing State agency is considered the custodian of the data and shall determine the use, access, distribution and other conditions based on appropriate State statutes and regulations.

Public jurisdiction user accounts and public jurisdiction data shall not be accessed, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of the Contract, including as necessary to perform the services hereunder or (4) at the State’s written request.

The Contractor shall limit access to and possession of State data to only Contractor Personnel whose responsibilities reasonably require such access or possession and shall train such Contractor Personnel on the confidentiality obligations set forth herein.

At no time shall any data or processes – that either belong to or are intended for the use of the State or its officers, agents or employees – be copied, disclosed or retained by the Contractor or any party related to the Contractor for subsequent use in any transaction that does not include the State.

The Contractor shall not use any information collected in connection with the services furnished under the Contract for any purpose other than fulfilling such services.

Provisions in Sections 3.5.1 – 3.5.3 shall survive expiration or termination of the Contract. Additionally, the Contractor shall flow down the provisions of Sections 3.5.1-3.5.3 (or the substance thereof) in all subcontracts.

Insurance Requirements

[[The insurance requirements and minimums stated below are general examples to be adjusted to reflect the necessary requirements and minimums for your Scope of Work.]]

The Contractor shall maintain, at a minimum, the insurance coverages outlined below, or any minimum requirements established by law if higher, for the duration of the Contract, including option periods, if exercised:

The following type(s) of insurance and minimum amount(s) of coverage are required:

Commercial General Liability - of $1,000,000 combined single limit per occurrence for bodily injury, property damage, and personal and advertising injury and $3,000,000 annual aggregate. The minimum limits required herein may be satisfied through any combination of primary and umbrella/excess liability policies.

Errors and Omissions/Professional Liability - $1,000,000 per combined single limit per claim and $3,000,000 annual aggregate.

Crime Insurance/Employee Theft Insurance - to cover employee theft with a minimum single loss limit of $1,000,000 per loss, and a minimum single loss retention not to exceed $10,000. The State of Maryland and the <<typeofAgency>> should be added as a “loss payee.”

Cyber Security / Data Breach Insurance – (For any service offering hosted by the Contractor) ten million dollars ($10,000,000) per occurrence. The coverage must be valid at all locations where work is performed or data or other information concerning the State’s claimants or employers is processed or stored.

Worker’s Compensation - The Contractor shall maintain such insurance as necessary or as required under Workers’ Compensation Acts, the Longshore and Harbor Workers’ Compensation Act, and the Federal Employers’ Liability Act, to not be less than. one million dollars ($1,000,000) per occurrence (unless a state’s law requires a greater amount of coverage). Coverage must be valid in all states where work is performed.

Automobile or Commercial Truck Insurance - The Contractor shall maintain Automobile or Commercial Truck Insurance (including owned, leased, hired, and non-owned vehicles) as appropriate with Liability, Collision, and PIP limits no less than those required by the State where the vehicle(s) is registered, but in no case less than those required by the State of Maryland.

The State shall be listed as an additional insured on the faces of the certificates associated with the coverages listed above, including umbrella policies, excluding Workers’ Compensation Insurance and professional liability.

All insurance policies shall be endorsed to include a clause requiring the insurance carrier provide the Procurement Officer, by certified mail, not less than 30 days’ advance notice of any non-renewal, cancellation, or expiration. The Contractor shall notify the Procurement Officer in writing, if policies are cancelled or not renewed within five (5) days of learning of such cancellation or nonrenewal. The Contractor shall provide evidence of replacement insurance coverage to the Procurement Officer at least 15 days prior to the expiration of the insurance policy then in effect.

Any insurance furnished as a condition of the Contract shall be issued by a company authorized to do business in the State.

The recommended awardee must provide current certificate(s) of insurance with the prescribed coverages, limits and requirements set forth in this section within five (5) Business Days from notice of recommended award. During the period of performance for multi-year contracts, the Contractor shall provide certificates of insurance annually, or as otherwise directed by the Contract Monitor.

The Contractor shall require any subcontractors to obtain and maintain comparable levels of coverage and shall provide the Contract Monitor with the same documentation as is required of the Contractor.

Security Requirements

[[Review this section for applicability and tailor as appropriate:]]

The following requirements are applicable to the Contract:

Employee Identification

Contractor Personnel shall display his or her company ID badge in a visible location at all times while on State premises. Upon request of authorized State personnel, each Contractor Personnel shall provide additional photo identification.

Contractor Personnel shall cooperate with State site requirements, including but not limited to, being prepared to be escorted at all times, and providing information for State badge issuance.

Contractor shall remove any Contractor Personnel from working on the Contract where the State determines, in its sole discretion, that Contractor Personnel has not adhered to the Security requirements specified herein.

The State reserves the right to request that the Contractor submit proof of employment authorization of non-United States Citizens, prior to commencement of work under the Contract.

Security Clearance / Criminal Background Check

[[Use only one of the Criminal Background Check paragraphs below, as applicable; delete the others. If no background check is required insert the following sentence:]]

A security clearance is not required for Contractor Personnel assigned to the Contract.

[[Otherwise adjust the paragraphs to meet IFB needs.

Contractor Is Responsible for Background Checks. Note: If only certain functions to be performed under the Contract necessitate a background check, the following background check requirement may be changed to designate those functions and limit background checks to Contractor and subcontractor personnel performing those designated functions, e.g., personnel in contact with vulnerable populations, personnel handling State funds, personnel conducting bookkeeping functions, personnel with access to Sensitive Data.]]

A criminal background check for each << Pick one: for any Contractor Personnel providing <<on-site OR any OR list specific services/roles impacted>> shall be completed << Pick one: prior to each Contractor Personnel providing any services under the Contract OR within four (4) months of Contract award OR describe what is appropriate.>>.

The Contractor shall obtain at its own expense a Criminal Justice Information System (CJIS) State and federal criminal background check, including fingerprinting, for all Contractor Personnel listed in sub-paragraph A. This check may be performed by a public or private entity.

[[OR]]

[[Department Is Responsible for Background Checks.]]

The Contractor shall obtain from each individual assigned to work on the Contract a statement permitting a criminal background check. The <<typeofAgency>> will obtain a criminal background check for each individual using a source of its choosing. The Contract Monitor reserves the right to reject any individual based upon the results of the background check.

[[OR (for Temporary Personnel Contracts)]]

The Contractor shall obtain criminal background checks on candidates it sends for employment at the <<typeofAgency>>. At a minimum, these checks must contain convictions and probation before judgment (PBJ) pleadings within the State of Maryland. This check may be performed by a public or private entity.

[[Keep when Contractor Performs the check, otherwise delete this paragraph:]]The Contractor shall provide certification to the <<typeofAgency>> that the Contractor has completed the required criminal background check described in this IFB for each required Contractor Personnel prior to assignment, and that the Contractor Personnel have successfully passed this check.

[[Pick one of E only, E and F, or F and G. Paragraph F is optional if E is kept but required if G is kept. E provides more discretion for the Contract Monitor.]]

Persons with a criminal record may not perform services under the Contract unless prior written approval is obtained from the Contract Monitor. The Contract Monitor reserves the right to reject any individual based upon the results of the background check. Decisions of the Contract Monitor as to acceptability of a candidate are final. The State reserves the right to refuse any individual Contractor Personnel to work on State premises, based upon certain specified criminal convictions, as specified by the State.

The CJIS criminal record check of each Contractor Personnel who will work on State premises shall be reviewed by the Contractor for convictions of any of the following crimes described in the Annotated Code of Maryland, Criminal Law Article:

§§ 6-101 through 6-104, 6-201 through 6-205, 6-409 (various crimes against property);

any crime within Title 7, Subtitle 1 (various crimes involving theft);

§§ 7-301 through 7-303, 7-313 through 7-317 (various crimes involving telecommunications and electronics);

§§ 8-201 through 8-302, 8-501 through 8-523 (various crimes involving fraud);

§§9-101 through 9-417, 9-601 through 9-604, 9-701 through 9-706.1 (various crimes against public administration); or

a crime of violence as defined in CL § 14-101(a).

Contractor Personnel with access to systems supporting the State or to State data who have been convicted of a felony or of a crime involving telecommunications and electronics from the above list of crimes shall not be permitted to work on State premises under the Contract; Contractor Personnel who have been convicted within the past five (5) years of a misdemeanor from the above list of crimes shall not be permitted to work on State premises.

A particular on-site location covered by the Contract may require more restrictive conditions regarding the nature of prior criminal convictions that would result in Contractor Personnel not being permitted to work on those premises. Upon receipt of a location’s more restrictive conditions regarding criminal convictions, the Contractor shall provide an updated certification regarding the Contractor Personnel working at or assigned to those premises.

On-Site Security Requirement(s)

[[If this section is inapplicable to this IFB, insert the following sentence:]]

THIS SECTION IS INAPPLICABLE TO THIS IFB.

[[If this section is applicable to this IFB, adjust as appropriate for this IFB:]]

For the conditions noted below, Contractor Personnel may be barred from entrance or leaving any site until such time that the State’s conditions and queries are satisfied.

Contractor Personnel may be subject to random security checks when entering and leaving State secured areas. The State reserves the right to require Contractor Personnel to be accompanied while in secured premises.

Some State sites, especially those premises of the Department of Public Safety and Correctional Services, require each person entering the premises to document and inventory items (such as tools and equipment) brought onto the site, and to submit to a physical search of his or her person. Therefore, Contractor Personnel shall always have available an inventory list of tools being brought onto a site and be prepared to present the inventory list to the State staff or an officer upon arrival for review, as well as present the tools or equipment for inspection. Before leaving the site, the Contractor Personnel will again present the inventory list and the tools or equipment for inspection. Upon both entering the site and leaving the site, State staff or a correctional or police officer may search Contractor Personnel. Depending upon facility rules, specific tools or personal items may be prohibited from being brought into the facility.

Any Contractor Personnel who enters the premises of a facility under the jurisdiction of the <<typeofAgency>> may be searched, fingerprinted (for the purpose of a criminal history background check), photographed and required to wear an identification card issued by the <<typeofAgency>>.

Further, Contractor Personnel shall not violate Md. Code Ann., Criminal Law Art. Section 9-410 through 9-417 and such other security policies of the agency that control the facility to which the Contractor Personnel seeks access. The failure of any of the Contractor Personnel to comply with any provision of the Contract is sufficient grounds for the State to immediately terminate the Contract for default.

Information Technology

[[The following Information Technology Security provisions are to be included in Contracts where there is the collection, accessing, usage, storage, processing, disposition, and/or disclosure of State data, including “Sensitive Data” such as PII, PHI, or other private/confidential data. These provisions are designed to coincide with the SOC 2 Type 2 Audit Report provisions in the IFB, and should always be included in the solicitation when the SOC 2 Type 2 Audit Report requirement is included. If your solicitation does not have any requirements that relate to these Information Technology provisions, delete this Information Technology section and revise subsection numbering accordingly.]]

(a)	Contractors shall comply with and adhere to the State IT Security Policy and Standards. These policies may be revised from time to time and the Contractor shall comply with all such revisions. Updated and revised versions of the State IT Policy and Standards are available online at: www.doit.maryland.gov – keyword: Security Policy.

(b)	The Contractor shall not connect any of its own equipment to a State LAN/WAN without prior written approval by the State. The Contractor shall complete any necessary paperwork as directed and coordinated with the Contract Monitor to obtain approval by the State to connect Contractor-owned equipment to a State LAN/WAN.

The Contractor shall:

Implement administrative, physical, and technical safeguards to protect State data that are no less rigorous than accepted industry best practices for information security such as those listed below (see Section 3.7.5);

Ensure that all such safeguards, including the manner in which State data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws as well as the terms and conditions of the Contract; and

The Contractor, and Contractor Personnel, shall (i) abide by all applicable federal, State and local laws, rules and regulations concerning security of Information Systems and Information Technology and (ii) comply with and adhere to the State IT Security Policy and Standards as each may be amended or revised from time to time. Updated and revised versions of the State IT Policy and Standards are available online at: www.doit.maryland.gov – keyword: Security Policy.

Data Protection and Controls [[Review for applicability.]]

Contractor shall ensure a secure environment for all State data and any hardware and software (including but not limited to servers, network and data components) provided or used in connection with the performance of the Contract and shall apply or cause application of appropriate controls so as to maintain such a secure environment (“Security Best Practices”). Such Security Best Practices shall comply with an accepted industry standard, such as the NIST cybersecurity framework.

To ensure appropriate data protection safeguards are in place, the Contractor shall implement and maintain the following controls at all times throughout the Term of the Contract (the Contractor may augment this list with additional controls):

Establish separate production, test, and training environments for systems supporting the services provided under the Contract and ensure that production data is not replicated in test or training environment(s) unless it has been previously anonymized or otherwise modified to protect the confidentiality of Sensitive Data elements. The Contractor shall ensure the appropriate separation of production and non-production environments by applying the data protection and control requirements listed in Section 3.7.5.

Apply hardware and software hardening procedures as recommended by Center for Internet Security (CIS) guides https://www.cisecurity.org/ Security Technical Implementation Guides (STIG) https://public.cyber.mil/stigs/, or similar industry best practices to reduce the systems’ surface of vulnerability, eliminating as many security risks as possible and documenting what is not feasible or not performed according to best practices. Any hardening practices not implemented shall be documented with a plan of action and milestones including any compensating control. These procedures may include but are not limited to removal of unnecessary software, disabling or removing unnecessary services, removal of unnecessary usernames or logins, and the deactivation of unneeded features in the Contractor’s system configuration files.

Ensure that State data is not comingled with non-State data through the proper application of compartmentalization Security Measures.

Apply data encryption to protect Sensitive Data at all times, including in transit, at rest, and also when archived for backup purposes. Unless otherwise directed, the Contractor is responsible for the encryption of all Sensitive Data.

For all State data the Contractor manages or controls, data encryption shall be applied to such data in transit over untrusted networks.

Encryption algorithms which are utilized for encrypting data shall comply with current Federal Information Processing Standards (FIPS), “Security Requirements for Cryptographic Modules”, FIPS PUB 140-2:

http://csrc.nist.gov/publications/fips/fips140-2/fips1402.pdf

http://csrc.nist.gov/groups/STM/cmvp/documents/140-1/1401vend.htm

Enable appropriate logging parameters to monitor user access activities, authorized and failed access attempts, system exceptions, and critical information security events as recommended by the operating system and application manufacturers and information security standards, including Maryland Department of Information Technology’s Information Security Policy.

Retain the aforementioned logs and review them at least daily to identify suspicious or questionable activity for investigation and documentation as to their cause and remediation, if required. The <<typeofAgency>> shall have the right to inspect these policies and procedures and the Contractor or subcontractor’s performance to confirm the effectiveness of these measures for the services being provided under the Contract.

Ensure system and network environments are separated by properly configured and updated firewalls.

Restrict network connections between trusted and untrusted networks by physically or logically isolating systems from unsolicited and unauthenticated network traffic.

By default “deny all” and only allow access by exception.

Review, at least annually, the aforementioned network connections, documenting and confirming the business justification for the use of all service, protocols, and ports allowed, including the rationale or compensating controls implemented for those protocols considered insecure but necessary.

Perform regular vulnerability testing of operating system, application, and network devices. Such testing is expected to identify outdated software versions; missing software patches; device or software misconfigurations; and to validate compliance with or deviations from the security policies applicable to the Contract. Contractor shall evaluate all identified vulnerabilities for potential adverse effect on security and integrity and remediate the vulnerability no later than 30 days following the earlier of vulnerability’s identification or public disclosure, or document why remediation action is unnecessary or unsuitable. The <<typeofAgency>> shall have the right to inspect the Contractor’s policies and procedures and the results of vulnerability testing to confirm the effectiveness of these measures for the services being provided under the Contract.

Enforce strong user authentication and password control measures to minimize the opportunity for unauthorized access through compromise of the user access controls. At a minimum, the implemented measures should be consistent with the most current Maryland Department of Information Technology’s Information Security Policy (https://doit.maryland.gov/policies/Pages/default.aspx), including specific requirements for password length, complexity, history, and account lockout.

Ensure State data is not processed, transferred, or stored outside of the United States (“U.S.”). The Contractor shall provide its services to the State and the State’s end users solely from data centers in the U.S. Unless granted an exception in writing by the State, the Contractor shall not allow Contractor Personnel to store State data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The Contractor shall permit its Contractor Personnel to access State data remotely only as required to provide technical support.

Ensure Contractor’s Personnel shall not connect any of its own equipment to a State LAN/WAN without prior written approval by the State, which may be revoked at any time for any reason. The Contractor shall complete any necessary paperwork as directed and coordinated with the Contract Monitor to obtain approval by the State to connect Contractor -owned equipment to a State LAN/WAN.

Ensure that anti-virus and anti-malware software is installed and maintained on all systems supporting the services provided under the Contract; that the anti-virus and anti-malware software is automatically updated; and that the software is configured to actively scan and detect threats to the system for remediation. The Contractor shall perform routine vulnerability scans and take corrective actions for any findings.

Conduct regular external vulnerability testing designed to examine the service provider’s security profile from the Internet without benefit of access to internal systems and networks behind the external security perimeter. Evaluate all identified vulnerabilities on Internet-facing devices for potential adverse effect on the service’s security and integrity and remediate the vulnerability promptly or document why remediation action is unnecessary or unsuitable. The <<typeofAgency>> shall have the right to inspect these policies and procedures and the performance of vulnerability testing to confirm the effectiveness of these measures for the services being provided under the Contract.

Security Logs and Reports Access [[Review for applicability.]]

For a SaaS or non-State hosted solution, the Contractor shall provide reports to the State in a mutually agreeable format.

Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all State files related to the Contract.

Security Plan [[Review for applicability.]]

The Contractor shall protect State data according to a written security policy (“Security Plan”) no less rigorous than that of the State, and shall supply a copy of such policy to the State for validation, with any appropriate updates, on an annual basis.

The Security Plan shall detail the steps and processes employed by the Contractor as well as the features and characteristics which will ensure compliance with the security requirements of the Contract.

The Security Plan shall address compliance with the PCI DSS for payment card processing). [[Delete if no PCI.]]

[[Delete the following if Task Orders inapplicable]]<<If any Security Plan information, including procedures, are different based on a Task Order, Contractor shall furnish such differences to the respective TO Manager.>>

PCI Compliance [[Review for applicability.]]

Contractor shall at all times comply, and ensure compliance with, all applicable Payment Card Industry ("PCI") Data Security Standards (“DSS”), including any and all changes thereto. Contractor shall provide the <<typeofAgency>>with documented evidence of current compliance to PCI DSS within 30 days of an <<typeofAgency>>request.

The Contractor shall annually furnish to the State evidence of the PCI Security Standards Council’s (SSC) acceptance or attestation of the Contractor’s conformance to the relevant PCI DSS requirements by a third party certified to perform compliance assessments.

The Contractor shall ensure that the scope of the annual SOC 2 Type II Report specified under Section 3.9 includes testing to confirm the PCI assessment results.

Security Incident Response

The Contractor shall notify the <<typeofAgency>> in accordance with Section 3.7.9A-D when any Contractor system that may access, process, or store State data or State systems experiences a Security Incident or a Data Breach as follows:

notify the <<typeofAgency>> within twenty-four (24) hours of the discovery of a Security Incident by providing notice via written or electronic correspondence to the Contract Monitor, <<typeofAgency>> chief information officer and <<typeofAgency>> chief information security officer;

notify the <<typeofAgency>> within two (2) hours if there is a threat to Contractor’s solution as it pertains to the use, disclosure, and security of State data; and

provide written notice to the <<typeofAgency>> within one (1) Business Day after Contractor’s discovery of unauthorized use or disclosure of State data and thereafter all information the State (or <<typeofAgency>>) requests concerning such unauthorized use or disclosure.

Contractor’s notice shall identify:

the nature of the unauthorized use or disclosure;

the State data used or disclosed,

who made the unauthorized use or received the unauthorized disclosure;

what the Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure; and

what corrective action the Contractor has taken or shall take to prevent future similar unauthorized use or disclosure.

The Contractor shall provide such other information, including a written report, as reasonably requested by the State.

The Contractor may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the Contract. Discussing Security Incidents with the State should be handled on an urgent as-needed basis, as part of Contractor communication and mitigation processes as mutually agreed upon, defined by law or contained in the Contract.

The Contractor shall comply with all applicable laws that require the notification of individuals in the event of unauthorized release of State data or other event requiring notification, and, where notification is required, assume responsibility for informing all such individuals in accordance with applicable law and to indemnify and hold harmless the State (or <<typeofAgency>>) and its officials and employees from and against any claims, damages, and actions related to the event requiring notification.

Data Breach Responsibilities

[[This section only applies when a data breach occurs with respect to State data within the possession or control of the Contractor.]]

If the Contractor reasonably believes or has actual knowledge of a Data Breach, the Contractor shall, unless otherwise directed:

Notify the appropriate State-identified contact within 24 hours by telephone in accordance with the agreed upon security plan or security procedures unless a shorter time is required by applicable law;

Cooperate with the State to investigate and resolve the data breach;

Promptly implement commercially reasonable remedial measures to remedy the Data Breach; and

Document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services.

If a Data Breach is a direct result of the Contractor’s breach of its Contract obligation to encrypt State data or otherwise prevent its release, the Contractor shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by State law; (3) a credit monitoring service required by State or federal law; (4) a website or a toll-free number and call center for affected individuals required by State law; and (5) complete all corrective actions as reasonably determined by Contractor based on root cause; all [(1) through (5)] subject to the Contract’s limitation of liability.

Additional security requirements may be established in a Task Order and/or a Work Order. [[Delete if Task Orders or Work Orders are not allowed in this solicitation.]]

The State shall, at its discretion, have the right to review and assess the Contractor’s compliance to the security requirements and standards defined in the Contract.

Provisions in Sections <<3.7.1 – 3.7.10>> shall survive expiration or termination of the Contract. Additionally, the Contractor shall flow down the provisions of Sections <<3.7.4-3.7.10>> (or the substance thereof) in all subcontracts.

Problem Escalation Procedure

The Contractor must provide and maintain a Problem Escalation Procedure (PEP) for both routine and emergency situations. The PEP must state how the Contractor will address problem situations as they occur during the performance of the Contract, especially problems that are not resolved to the satisfaction of the State within appropriate timeframes.

The Contractor shall provide contact information to the Contract Monitor, as well as to other State personnel as directed should the Contract Monitor not be available.

The Contractor shall provide the PEP no later than ten (10) Business Days after notice of recommended award or after the date of the Notice to Proceed, whichever is earlier. The PEP, including any revisions thereto, must also be provided within ten (10) Business Days after the start of each Contract year and within ten (10) Business Days after any change in circumstance which changes the PEP. The PEP shall detail how problems with work under the Contract will be escalated in order to resolve any issues in a timely manner. The PEP shall include:

The process for establishing the existence of a problem;

Names, titles, and contact information for progressively higher levels of personnel in the Contractor’s organization who would become involved in resolving a problem;

For each individual listed in the Contractor’s PEP, the maximum amount of time a problem will remain unresolved with that individual before the problem escalates to the next contact person listed in the Contractor’s PEP;

Expedited escalation procedures and any circumstances that would trigger expediting them;

The method of providing feedback on resolution progress, including the frequency of feedback to be provided to the State;

Contact information for persons responsible for resolving issues after normal business hours (e.g., evenings, weekends, holidays) and on an emergency basis; and

A process for updating and notifying the Contract Monitor of any changes to the PEP.

Nothing in this section shall be construed to limit any rights of the Contract Monitor or the State which may be allowed by the Contract or applicable law.

SOC 2 Type 2 Audit Report

[[Contact your oversight analyst for language if there is the potential for FUTURE Sensitive Data handling. If a Contractor SOC 2 Type 2 Report is not required for this Contract, enter only the following sentence for this section and delete the rest.]]

A SOC 2 Type 2 Report is not a Contractor requirement for this Contract.

[[Include the following SOC 2 Type 2 Report clause when the Contractor will collect, process, transmit, store, organize, maintain, or dispose of critical or sensitive information on behalf of the <<typeofAgency>> as part of its Contract responsibilities.]]

A SOC 2 Type 2 Audit applies to the Contract. The applicable trust services criteria are: << Security, Availability, Processing Integrity, Confidentiality, or Privacy – The <<typeofAgency>> to choose which of the five trust services criteria apply>>as defined in the Guidance document identified in Section 3.9.2.

[[Consult with your AAG, Chief Information Officer, or a director of internal audits to determine which trust criteria are applicable for your Contract.]]

In the event the Contractor provides services for identified critical functions, handles Sensitive Data, or hosts any related implemented system for the State under the Contract, the Contractor shall have an annual audit performed by an independent audit firm of the Contractor’s handling of Sensitive Data or the <<typeofAgency>>’s critical functions. Critical functions are identified as all aspects and functionality of the Solution including any add-on modules and shall address all areas relating to Information Technology security and operational processes. These services provided by the Contractor that shall be covered by the audit will collectively be referred to as the “Information Functions and Processes.” Such audits shall be performed in accordance with audit guidance: Reporting on an Examination of Controls at a Service Organization Relevant to Security, Availability, Processing Integrity, Confidentiality, or Privacy (SOC 2) as published by the American Institute of Certified Public Accountants (AICPA) and as updated from time to time, or according to the most current audit guidance promulgated by the AICPA or similarly-recognized professional organization, as agreed to by the <<typeofAgency>>, to assess the security of outsourced client functions or data (collectively, the “Guidance”) as follows:

The type of audit to be performed in accordance with the Guidance is a SOC 2 Type 2 Audit (referred to as the “SOC 2 Audit” or “SOC 2 Report”). All SOC2 Audit Reports shall be submitted to the Contract Monitor as specified in Section F below. The initial SOC 2 Audit shall be completed within a timeframe to be specified by the State. The audit period covered by the initial SOC 2 Audit shall start with the Contract Effective Date unless otherwise agreed to in writing by the Contract Monitor. All subsequent SOC 2 Audits after this initial audit shall be performed at a minimum on an annual basis throughout the Term of the Contract, and shall cover a 12-month audit period or such portion of the year that the Contractor furnished services.

The SOC 2 Audit shall report on the suitability of the design and operating effectiveness of controls over the Information Functions and Processes to meet the requirements of the Contract, including the Security Requirements identified in Section 3.7, relevant to the trust services criteria identified in 3.9.1: as defined in the aforementioned Guidance.

The audit scope of each year’s SOC 2 Report may need to be adjusted (including the inclusion or omission of the relevant trust services criteria of Security, Availability, Processing Integrity, Confidentiality, and Privacy) to accommodate any changes to the environment since the last SOC 2 Report. Such changes may include but are not limited to the addition of Information Functions and Processes through modifications to the Contract or due to changes in Information Technology or the operational infrastructure. The Contractor shall ensure that the audit scope of each year’s SOC 2 Report engagement shall accommodate these changes by including in the SOC 2 Report all appropriate controls related to the current environment supporting the Information Functions and/or Processes, including those controls required by the Contract.

The scope of the SOC 2 Report shall include work performed by any subcontractors that provide essential support to the TO Contractor or essential support to the Information Functions and Processes provided to the <<typeofAgency>> under the Contract. The Contractor shall ensure the audit includes all such subcontractors operating in performance of the Contract.

All SOC 2 Audits, including those of the Contractor, shall be performed at no additional expense to the <<typeofAgency>>.

The Contractor shall provide to the Contract Monitor, within 30 calendar days of the issuance of each SOC 2 Report, a complete copy of the final SOC 2 Report(s) and a documented corrective action plan addressing each audit finding or exception contained in the SOC 2 Report. The corrective action plan shall identify in detail the remedial action to be taken by the Contractor along with the date(s) when each remedial action is to be implemented.

If the Contractor currently has an annual, independent information security assessment performed that includes the operations, systems, and repositories of the Information Functions and Processes being provided to the <<typeofAgency>> under the Contract, and if that assessment generally conforms to the content and objective of the Guidance, the <<typeofAgency>> will determine in consultation with appropriate State government technology and audit authorities whether the Contractor’s current information security assessments are acceptable in lieu of the SOC 2 Report(s).

If the Contractor fails during the Contract term to obtain an annual SOC 2 Report by the date specified in Section 3.9.2.A, the <<typeofAgency>> shall have the right to retain an independent audit firm to perform an audit engagement of a SOC 2 Report of the Information Functions and Processes utilized or provided by the Contractor and under the Contract. The Contractor agrees to allow the independent audit firm to access its facility/ies for purposes of conducting this audit engagement(s), and will provide the necessary support and cooperation to the independent audit firm that is required to perform the audit engagement of the SOC 2 Report. The <<typeofAgency>> will invoice the Contractor for the expense of the SOC 2 Report(s), or deduct the cost from future payments to the Contractor.

Provisions in Section 3.9.1-2 shall survive expiration or termination of the Contract. Additionally, the Contractor and shall flow down the provisions of Section 3.9.1-2 (or the substance thereof) in all subcontracts.

Minority Business Enterprise (MBE) Reports

If this solicitation includes an MBE Goal (see Section 4.26), the Contractor shall:

Submit the following reports by the 10th of each month to the Contract Monitor and the <<typeofAgency>>’s MBE Liaison Officer:

A Prime Contractor Paid/Unpaid MBE Invoice Report (Attachment D-4A) listing any unpaid invoices, over 45 days old, received from any certified MBE subcontractor, the amount of each invoice and the reason payment has not been made; and

(If Applicable) An MBE Prime Contractor Report (Attachment D-4B) identifying an MBE prime’s self-performing work to be counted towards the MBE participation goals.

Include in its agreements with its certified MBE subcontractors a requirement that those subcontractors submit an MBE Subcontractor Paid/Unpaid Invoice Report (Attachment D-5) by the 10th of each month to the Contract Monitor and the <<typeofAgency>>’s MBE Liaison Officer that identifies the Contract and lists all payments to the MBE subcontractor received from the Contractor in the preceding reporting period month, as well as any outstanding invoices, and the amounts of those invoices.

Maintain such records as are necessary to confirm compliance with its MBE participation obligations. These records must indicate the identity of certified minority and non-minority subcontractors employed on the Contract, type of work performed by each, and actual dollar value of work performed. Subcontract agreements documenting the work performed by all MBE participants must be retained by the Contractor and furnished to the Procurement Officer on request.

Consent to provide such documentation as reasonably requested and to provide right-of-entry at reasonable times for purposes of the State’s representatives verifying compliance with the MBE participation obligations. Contractor must retain all records concerning MBE participation and make them available for State inspection for three years after final completion of the Contract.

Upon completion of the Contract and before final payment and release of retainage, submit a final report in affidavit form and under penalty of perjury, of all payments made to, or withheld from MBE subcontractors.

Veteran Small Business Enterprise (VSBE) Reports

If this solicitation includes a VSBE Goal (see Section 4.27), the Contractor shall:

Submit the following reports by the 10th of the month following the reporting period to the Contract Monitor and the <<typeofAgency>> VSBE representative:

VSBE Participation Prime Contractor Paid/Unpaid VSBE Invoice Report (Attachment E-3) listing any unpaid invoices, over 45 days old, received from any VSBE subcontractor, the amount of each invoice and the reason payment has not been made; and

Attachment E-4, the VSBE Participation Subcontractor Paid/Unpaid VSBE Invoice Report by the 10th of the month following the reporting period to the Contract Monitor and the VSBE Liaison Officer.

Include in its agreements with its VSBE subcontractors a requirement that those subcontractors submit monthly by the 10th of the month following the reporting period to the Contract Monitor and <<typeofAgency>> VSBE representative a report that identifies the prime contract and lists all payments received from Contractor in the preceding reporting period month, as well as any outstanding invoices, and the amount of those invoices (Attachment E-4).

Maintain such records as are necessary to confirm compliance with its VSBE participation obligations. These records must indicate the identity of VSBE and non-VSBE subcontractors employed on the contract, the type of work performed by each, and the actual dollar value of work performed. The subcontract agreement documenting the work performed by all VSBE participants must be retained by the Contractor and furnished to the Procurement Officer on request.

Consent to provide such documentation as reasonably requested and to provide right-of-entry at reasonable times for purposes of the State’s representatives verifying compliance with the VSBE participation obligations. The Contractor must retain all records concerning VSBE participation and make them available for State inspection for three years after final completion of the Contract.

At the option of the <<typeofAgency>>, upon completion of the Contract and before final payment and release of retainage, submit a final report in affidavit form and under penalty of perjury, of all payments made to, or withheld from VSBE subcontractors.

Work Orders

[[If this section is inapplicable to this IFB, insert the following sentence. Some agencies use the term “Task Order” for this section instead. Make sure the term you use, whether Work Order or Task Order, is defined in Appendix 1.]]

THIS SECTION IS INAPPLICABLE TO THIS IFB.

[[A work order process may be used to expand the activities performed under the IFB as long as it is within the overall scope of work described within the IFB. A work order may be T&M or fixed price, as appropriate for your IFB. A work order may also be for a specific set of work or for a resource (when the IFB is used more in line as a staffing model). However, if you anticipate using the IFB for T&M work orders, the Bid Form must have the relevant labor categories and rates. Rates must be determined at IFB issuance. Strike references to a time and material Work Order if the Bid Form will not include pricing options for T&M.]]

Additional <<PICK both or just one: services and resources>> will be provided via a Work Order process. Work shall not begin in advance of a fully executed Work Order. A Work Order may be issued for <<pick one or both: either fixed price or time and materials (T&M) pricing>>. T&M Work Orders will be issued in accordance with pre-approved Labor Categories with the fully loaded rates on the Attachment B Bid Form. [[Remove last sentence if no T&M.]]

Work Order Requests (See sample at http://doit.maryland.gov/contracts/Documents/_procurementForms/WorkOrderSample.pdf) for the provision of services or resources that are within the scope of this IFB will be issued to the Contractor. The Work Order Request will include:

Technical requirements and description of the service or resources needed;

Performance objectives and/or deliverables, as applicable;

Due date and time for submitting a response to the request; and

Required place(s) where work must be performed.

The Contractor shall e-mail a response to the Contract Monitor within the specified time and include at a minimum:

A response that details the Contractor’s understanding of the work;

A price to complete the Work Order Request using the format provided using the format provided (see online sample).

A description of proposed resources required to perform the requested tasks, with labor categories listed in accordance with Attachment B.

An explanation of how tasks shall be completed. This description shall include proposed subcontractors and related tasks.

Contractor’s expectations for State-furnished information, work site, and/or access to equipment, facilities, or personnel

The proposed personnel resources, including any subcontractor personnel, to complete the task.

For a T&M Work Order, the Contract Monitor will review the response and will confirm the proposed labor rates are consistent with this IFB. For a fixed price Work Order, the Contract Monitor will review the response and will confirm the proposed prices are acceptable.

The Contract Monitor may contact the Contractor to obtain additional information, clarification or revision to the Work Order, and will provide the Work Order to the Procurement Officer for a determination of compliance with the Contract and a determination whether a change order is appropriate. Written Procurement Officer approval is required before Work Order execution by the State.

Proposed personnel on any type of Work Order shall be subject to <<typeofAgency>> approval. The Contractor shall furnish resumes of proposed personnel specifying the labor category(ies) proposed. The Contract Monitor shall have the option to interview the proposed personnel and, in the event of an interview or not, shall notify the Contractor of acceptance or denial of the personnel.

Performance of services under a Work Order shall commence consistent with an NTP issued by the Contract Monitor for such Work Order.

The Blanket Purchase Order (BPO) issued as a result of the solicitation, and any subsequent amendments, modifications or options issued relevant to the solicitation or BPO, complies with all the terms, conditions and specifications issued with the solicitation and is incorporated in and made part of the Contract – Attachment M.

Additional Clauses

[[This section may be used for agency-specific clauses that are not included elsewhere in the IFB.]]

The State of Maryland’s Commitment to Purchasing Environmentally Preferred Products and Services (EPPs)

Maryland’s State Finance & Procurement Article §14-410 defines environmentally preferable purchasing as “the procurement or acquisition of goods and services that have a lesser or reduced effect on human health and the environment when compared with competing goods or services that serve the same purpose.” Accordingly, Bidders are strongly encouraged to offer EPPs to fulfill this contract, to the greatest extent practicable.

No-Cost Extensions

In accordance with BPW Advisory 1995-1 item 7.b, in the event there are unspent funds remaining on the Contract, prior to the Contract's expiration date the Procurement Officer may modify the Contract to extend the Contract beyond its expiration date for a period up to, but not exceeding, one-third of the base term of the Contract (e.g., eight-month extension on a two-year contract) for the performance of work within the Contract's scope of work. Notwithstanding anything to the contrary, no funds may be added to the Contract in connection with any such extension.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

Procurement Instructions

Pre-Bid Conference

A pre-Bid conference (Conference) will be held at the date, time, and location indicated on the Key Information Summary Sheet.

Attendance at the Conference is not mandatory, but all interested parties are encouraged to attend in order to facilitate better preparation of their Bids. If the solicitation includes an MBE goal, failure to attend the Conference will be taken into consideration as part of the evaluation of a bidder’s good faith efforts if there is a waiver request.

It is highly recommended that ALL Prime Contractors bring their intended subcontractors to the Conference/Site Visit to ensure that all parties understand the requirements of the contract and the MBE Goal.

MBE subcontractors are encouraged to attend the Conference to market their participation to potential prime contractors.

Following the Conference, the attendance record and summary of the Conference will be distributed via the same mechanism described for amendments and questions (see Section 4.2.1 eMMA).

[[For an in-person Conference, include the following (as applicable, otherwise remove).]]

Attendees should bring a copy of the solicitation and a business card to help facilitate the sign-in process.

In order to assure adequate seating and other accommodations at the Conference, please e-mail the Pre-Bid Conference Response Form (Attachment A) no later than the time and date indicated on the form. In addition, if there is a need for sign language interpretation or other special accommodations due to a disability, please notify the Procurement Officer at least five (5) Business Days prior to the Conference date. The <<typeofAgency>> will make a reasonable effort to provide such special accommodation.

[[f necessary]]Seating at the Conference will be limited to two (2) attendees per vendor.

[[If an online Conference will be held use the following language. . If online only, renumber as 4.1.6 after removing the sections above for an in-person Conference.]]

Those wishing to attend the web conference may request a meeting invitation by emailing <<contact name>> at <<contact email>>no later than 2:00 PM on <<deadline for contacting>>. An invitation e-mail is required for registration, and therefore attendance. Upon receipt of the email, the Procurement Officer will reply with a registration email with a link that may be used to register for the conference. Registration must be completed by 2:00 PM <<registration deadline>>.

[[The following is optional. Delete this paragraph if it does not apply to this IFB. If a site visit is required, complete the highlighted information.

NOTE: Depending on your procurement’s requirements, a site visit may be beneficial to prospective Bidders. If so, the language below may be inserted when appropriate, and this section title changed to “Pre-Bid Conference and Site Visit(s).” If there are limitations as to how many vendor representatives may attend, the <<typeofAgency>> should state so below. If visits to multiple sites are recommended, it is suggested that separate, advance registrations be made available for each, and the schedule for the site visits be distributed prior to the Pre-Bid Conference if possible. The <<typeofAgency>>should also address whether prospective Bidders can request a follow-up site visit, or if no additional, follow-up visits will be allowed. Finally, if any site visit is offered, the Pre-Bid Conference Response Form should include a section where vendors can indicate whether they intend to attend the site visit, and should include spaces for the vendor to name its representative(s) that will attend the site visit.

Delete the following if inapplicable.]]

A site visit has been pre-scheduled for <<date of site visit>>, beginning at <<start time of site visit>> Local Time, at <<full address of site with building name and room number>>. All prospective Bidders are encouraged to attend in order to facilitate better preparation of their Bids.

eMaryland Marketplace Advantage (eMMA)

eMMA is the electronic commerce system for the State of Maryland. The IFB, Conference summary and attendance sheet, Bidders’ questions and the Procurement Officer’s responses, addenda, and other solicitation-related information will be made available via eMMA.

In order to receive a contract award, a vendor must be registered on eMMA. Registration is free. Go to emma.maryland.gov, click on “New Vendor? Register Now” to begin the process, and then follow the prompts.

Questions

All questions, including concerns regarding any applicable MBE or VSBE participation goals, shall identify in the subject line the Solicitation Number and Title (<<solicitationNumber>> - <<solicitationTitle>>), and shall be submitted in writing via e-mail to the Procurement Officer <<select the appropriate phrase:at least five (5) days prior to the Bid due date [[OR, if an IT procurement use:]] no later than the date and time specified the Key Information Summary Sheet.>> The Procurement Officer, based on the availability of time to research and communicate an answer, shall decide whether an answer can be given before the Bid due date.

Answers to all questions that are not clearly specific only to the requestor will be distributed via the same mechanism as for IFB amendments, and posted on eMMA.

The statements and interpretations contained in responses to any questions, whether responded to verbally or in writing, are not binding on the <<typeofAgency>> unless it issues an amendment in writing.

Procurement Method

A Contract will be awarded in accordance with the Competitive Sealed Bidding method under COMAR 21.05.02.

Bid Due (Closing) Date and Time

Bids, in the number and form set forth in Section 5 Bid Format, must be received by the Procurement Officer no later than the Bid due date and time indicated on the Key Information Summary Sheet in order to be considered.

Requests for extension of this date or time shall not be granted.

Bidders submitting Bids should allow sufficient delivery time to ensure timely receipt by the Procurement Officer. Except as provided in COMAR 21.05.02.10, Bids received after the due date and time listed in the Key Information Summary Sheet will not be considered.

The date and time of an e-mail submission is determined by the date and time of arrival in the e-mail address indicated on the Key Information Summary Sheet.

Bids may be modified or withdrawn by written notice received by the Procurement Officer before the time and date set forth in the Key Information Summary Sheet for receipt of Bids.

Bids may not be submitted by <<e-mail or>>[[Remove if e-mail is allowed.]] facsimile. Bids will be opened publicly at the date and time indicated on the Key Information Summary Sheet.

Potential Bidders not responding to this solicitation are requested to submit the “No Bid Notice/Vendor Feedback” form, which includes company information and the reason for not responding (e.g., too busy, cannot meet mandatory requirements).

Multiple or Alternate Bids

Multiple or alternate Bids will not be accepted.

Receipt, Opening and Recording of Bids

Upon receipt, each Bid and any timely modification(s) to a Bid shall be stored in a secure place until the time and date set for bid opening. Before Bid opening, the State may not disclose the identity of any Bidder.

Bids shall be opened publicly, at the time, date and place designated in the IFB Key Information Summary Sheet (near the beginning of the solicitation, after the Title Page and Notice to Vendors). The name of each Bidder, the Total Bid Price, and such other information as is deemed appropriate shall be read aloud or otherwise made available and recorded at the time of bid opening.

Confidentiality of Bids / Public Information Act Notice

The Bidder should give specific attention to the clear identification of those portions of its Bid that it considers confidential and/or proprietary commercial information or trade secrets, and provide justification why such materials, upon request, should not be disclosed by the State under the Public Information Act, Md. Code Ann., General Provisions Article, Title 4. This information should be identified by page number and placed in the Transmittal Letter with the Bid.

The Bids shall be tabulated or a Bid abstract made. The opened Bids shall be available for public inspection at a reasonable time after Bid opening, but in any case before contract award, except to the extent the Bidder designates trade secrets or other proprietary data to be confidential as set forth in this solicitation. Material so designated as confidential shall accompany the Bid and shall be readily separable from the Bid in order to facilitate public inspection of the non-confidential portion of the Bid, including the Total Bid Price.

For requests for information made under the PIA, the Procurement Officer shall examine the Bids to determine the validity of any requests for nondisclosure of trade secrets and other proprietary data identified in writing. Nondisclosure is permissible only if approved by the Office of the Attorney General.

Award Basis

A Contract shall be awarded to the responsible Bidder(s) submitting a responsive Bid with the most favorable bid price or most favorable evaluated bid price (as referenced in COMAR 21.05.02.13) for providing the goods and services as specified in this IFB. Bidders must bid all line items. Partial or incomplete bids will be rejected unless otherwise stated in the solicitation. See IFB Section 6 for Bid evaluation and award information.

Award of this contract will not be final and complete until after: (1) the Contractor submits complete and satisfactory documentation required under the Contract and/or documentation required by the Procurement Officer; and (2) the Contract is signed by the Department following any required approvals of the Contract, including approval by the Board of Public Works, if such approval is required.

[[If more than one award is authorized, including multiple service categories or functional areas, contact your oversight agency and your AAG for help identifying the appropriate changes throughout the IFB.]]

[[If multiple awards for the same type of services are possible, add a paragraph here that describes how subsequent awards will be made. Ex: “Up to ‘X’ additional awards will be made to the next lowest Bidder(s).“ In addition, change the title of this subsection to “Award Basis and Assignment of Work,” and state how multiple Contractors will provide the required services. Ex. “For multiple contract awards, the Contractor with the lowest Bid price will be given the right of first refusal to provide the requested services. If that Contractor is unwilling or unable to perform the requested services, the Contractor with the next lowest Bid price will be asked to provide the requested services, and so forth. Each Contractor will have 48 hours to respond to a service request before a request is made to the next subsequent Contractor.” The previous language is provided just as an example; the Department should consider its requirements and state the language that best suits the Scope of Work.]]

Tie Bids

Tie Bids will be decided pursuant to COMAR 21.05.02.14.

Duration of Bids

Bids submitted in response to this IFB are irrevocable for the latest of the following: 120 days following the Bid due date and time or the date any protest concerning this IFB is finally resolved. This period may be extended at the Procurement Officer’s request only with the Bidder’s written agreement.

Revisions to the IFB

If the IFB is revised before the due date for Bids, the <<typeofAgency>> shall post any addenda to the IFB on eMMA and shall endeavor to provide such addenda to all prospective Bidders that were sent this IFB or are otherwise known by the Procurement Officer to have obtained this IFB. It remains the responsibility of all prospective Bidders to check eMMA for any addenda issued prior to the submission of Bids.

Bidders shall acknowledge the receipt of all addenda to this IFB issued before the Bid due date.

Failure to acknowledge receipt of an addendum does not relieve the Bidder from complying with the terms, additions, deletions, or corrections set forth in the addendum, and may cause the Bid to be deemed not responsive.

Cancellations

The State reserves the right to cancel this IFB, accept or reject any and all Bids, in whole or in part, received in response to this IFB and to waive or permit the cure of minor irregularities.

In the event a government entity proposes and receives the recommendation for award, the procurement may be cancelled and the award processed in accordance with COMAR 21.01.03.01.A(4).

If the services that are the subject of the IFB are currently being provided under an interagency agreement with a public institution of higher education and the State determines that the services can be provided more cost effectively by the public institution of higher education, then the IFB may be cancelled in accordance with Md. Code Ann., State Finance and Procurement Art., § 3-207(b)(2).

Incurred Expenses

The State will not be responsible for any costs incurred by any Bidder in preparing and submitting a Bid or performing any other activities related to submitting a Bid in response to this solicitation.

Protest/Disputes

Any protest or dispute related to this solicitation or the Contract award shall be subject to the provisions of COMAR 21.10 (Administrative and Civil Remedies).

Bidder Responsibilities

Bidders must be able to provide all goods and services and meet all of the requirements requested in this solicitation and the successful Bidder shall be responsible for Contract performance including any subcontractor participation.

If applicable, subcontractors utilized in meeting the established MBE or VSBE participation goal(s) for this solicitation shall be identified as provided in the appropriate Attachment(s) to this IFB (see Section 4.26 “MBE Participation Goal” and Section 4.27 “VSBE Goal”).

If the Bidder is the subsidiary of another entity, all information submitted by the Bidder, including but not limited to references, financial reports, or experience and documentation (e.g. insurance policies, bonds, letters of credit) used to meet minimum qualifications, if any, shall pertain exclusively to the Bidder, unless the parent organization will guarantee the performance of the subsidiary. If applicable, the Bidder’s Bid shall contain an explicit statement, signed by an authorized representative of the parent organization, stating that the parent organization will guarantee the performance of the subsidiary.

A parental guarantee of the performance of the Bidder under this Section will not automatically result in crediting the Bidder with the experience or qualifications of the parent under any evaluation criteria pertaining to the actual Bidder’s experience and qualifications. Instead, the Bidder’s responsibility will be assessed to the extent to which the State determines that the experience and qualifications of the parent are applicable to and shared with the Bidder, any stated intent by the parent to be directly involved in the performance of the Contract, and the value of the parent’s participation as determined by the State.

Acceptance of Terms and Conditions

By submitting a Bid in response to this IFB, the Bidder, if selected for award, shall be deemed to have accepted the terms and conditions of this IFB and the Contract, attached hereto as Attachment M. Any exceptions to this IFB or the Contract must be raised prior to Bid submission. Changes to the solicitation, including the Bid Form or Contract, made by the Bidder may result in Bid rejection.

Bid/Proposal Affidavit

A Bid submitted by the Bidder must be accompanied by a completed Bid/Proposal Affidavit. A copy of this Affidavit is included as Attachment C of this IFB.

Contract Affidavit

All Bidders are advised that if a Contract is awarded as a result of this solicitation, the successful Bidder will be required to complete a Contract Affidavit. A copy of this Affidavit is included for informational purposes as Attachment N of this IFB. This Affidavit must be provided within five (5) Business Days of notification of recommended award. For purposes of completing Section “B” of this Affidavit (Certification of Registration or Qualification with the State Department of Assessments and Taxation), a business entity that is organized outside of the State of Maryland is considered a “foreign” business.

Compliance with Laws/Arrearages

By submitting a Bid in response to this IFB, the Bidder, if selected for award, agrees that it will comply with all federal, State, and local laws applicable to its activities and obligations under the Contract.

By submitting a response to this solicitation, each Bidder represents that it is not in arrears in the payment of any obligations due and owing the State, including the payment of taxes and employee benefits, and shall not become so in arrears during the term of the Contract if selected for Contract award.

Verification of Registration and Tax Payment

Before a business entity can do business in the State, it must be registered with the State Department of Assessments and Taxation (SDAT). SDAT is located at State Office Building, Room 803, 301 West Preston Street, Baltimore, Maryland 21201. For registration information, visit https://www.egov.maryland.gov/businessexpress.

It is strongly recommended that any potential Bidder complete registration prior to the Bid due date and time. The Bidder’s failure to complete registration with SDAT may disqualify an otherwise successful Bidder from final consideration and recommendation for Contract award.

False Statements

Bidders are advised that Md. Code Ann., State Finance and Procurement Article, § 11-205.1 provides as follows:

In connection with a procurement contract a person may not willfully:

Falsify, conceal, or suppress a material fact by any scheme or device.

Make a false or fraudulent statement or representation of a material fact.

Use a false writing or document that contains a false or fraudulent statement or entry of a material fact.

A person may not aid or conspire with another person to commit an act under Section 4.22.1.

A person who violates any provision of this section is guilty of a felony and on conviction is subject to a fine not exceeding $20,000 or imprisonment not exceeding five (5) years or both.

Payments by Electronic Funds Transfer

By submitting a Bid in response to this solicitation, the Bidder, if selected for award:

Agrees to accept payments by electronic funds transfer (EFT) unless the State Comptroller’s Office grants an exemption. Payment by EFT is mandatory for contracts exceeding $200,000. The successful Bidder shall register using the COT/GAD X-10 Vendor 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, must include the business identification information as stated on the form, and must include the reason for the exemption. The COT/GAD X-10 form may be downloaded from the Comptroller’s website at: http://comptroller.marylandtaxes.com/Vendor_Services/Accounting_Information/Static_Files/GADX10Form20150615.pdf.

Prompt Payment Policy

This procurement and the Contract(s) to be awarded pursuant to this solicitation are subject to the Prompt Payment Policy Directive issued by the Governor’s Office of Small, Minority & Women Business Affairs (GOSBA) and dated August 1, 2008. Promulgated pursuant to Md. Code Ann., State Finance and Procurement Article, §§ 11-201, 13-205(a), and Title 14, Subtitle 3, and COMAR 21.01.01.03 and 21.11.03.01, the Directive seeks to ensure the prompt payment of all subcontractors on non-construction procurement contracts. The Contractor shall comply with the prompt payment requirements outlined in the Contract, Section 31 “Prompt Pay Requirements” (see Attachment M). Additional information is available on GOSBA’s website at: http://www.gomdsmallbiz.maryland.gov/documents/legislation/promptpaymentfaqs.pdf.

Electronic Procurements Authorized

Under COMAR 21.03.05, unless otherwise prohibited by law, the <<typeofAgency>> may conduct procurement transactions by electronic means, including the solicitation, proposing, award, execution, and administration of a contract, as provided in Md. Code Ann., Maryland Uniform Electronic Transactions Act, Commercial Law Article, Title 21.

Participation in the solicitation process on a procurement contract for which electronic means has been authorized shall constitute consent by the Bidder to conduct by electronic means all elements of the procurement of that Contract which are specifically authorized under the solicitation or Contract. In the case of electronic transactions authorized by this IFB, electronic records and signatures by an authorized representative satisfy a requirement for written submission and signatures.

“Electronic means” refers to exchanges or communications using electronic, digital, magnetic, wireless, optical, electromagnetic, or other means of electronically conducting transactions. Electronic means includes e-mail, internet-based communications, electronic funds transfer, specific electronic bidding platforms (e.g., https://procurement.maryland.gov), and electronic data interchange.

In addition to specific electronic transactions specifically authorized in other sections of this solicitation (e.g., IFB § 4.23 describing payments by Electronic Funds Transfer), the following transactions are authorized to be conducted by electronic means on the terms as authorized in COMAR 21.03.05:

The Procurement Officer may conduct the procurement using eMMA or e-mail to issue:

The IFB;

Any amendments;

Pre-Bid conference documents;

Questions and responses;

Communications regarding the solicitation or Bid to any Bidder or potential Bidder;

Notices of award selection or non-selection; and

The Procurement Officer’s decision on any Bid protest or Contract claim.

The Bidder or potential Bidder may use eMMA or e-mail to:

Submit Bids; [[Retain if applicable. Otherwise delete this line. It is highly recommended to use eMMA for IFBs.]]

Ask questions regarding the solicitation;

Reply to any material received from the Procurement Officer by electronic means that includes a Procurement Officer’s request or direction to reply by e-mail or through eMMA, but only on the terms specifically approved and directed by the Procurement Officer and;

Submit a "No Bid Notice/Vendor Feedback Form" to the IFB.

The Procurement Officer, the Contract Monitor, and the Contractor may conduct day-to-day Contract administration, except as outlined in Section 4.25.3 of this subsection, utilizing e-mail, or other electronic means if authorized by the Procurement Officer or Contract Monitor.

The following transactions related to this procurement and any Contract awarded pursuant to it are not authorized to be conducted by electronic means:

Submission of initial Bids, except through eMMA [[If Bids are to be accepted via e-mail for IT procurements under DoIT, delete this line and renumber remaining requirements.];

Filing of bid protests;

Filing of Contract claims;

Submission of documents determined by the <<typeofAgency>> to require original signatures (e.g., Contract execution, Contract modifications); or

Any transaction, submission, or communication where the Procurement Officer has specifically directed that a response from the Contractor or Bidder be provided in writing or hard copy.

Any e-mail transmission is only authorized to the e-mail addresses for the identified person as provided in the solicitation, the Contract, or in the direction from the Procurement Officer or Contract Monitor.

MBE Participation Goal

[[If there is no MBE goal for this solicitation, enter only the following sentence for this section and delete the remainder of this section.]]

There is no MBE subcontractor participation goal for this procurement.

[[If there is a MBE goal for this solicitation, enter and complete the following language for this section.]]

Establishment of Goal and Subgoals

An overall MBE subcontractor participation goal as identified in the Key Information Summary Sheet has been established for this procurement, representing a percentage of the total Contract dollar value, including all renewal option terms, if any, has been established for this procurement.

Notwithstanding any subgoals established for this IFB, the Contractor is encouraged to use a diverse group of subcontractors and suppliers from any/all of the various MBE classifications to meet the remainder of the overall MBE participation goal.

By submitting a response to this solicitation, the Bidder acknowledges the overall MBE subcontractor participation goal and subgoals, and commits to achieving the overall goal and subgoals by utilizing certified minority business enterprises, or requests a full or partial waiver of the overall goal and subgoals.

A Bidder that does not commit to meeting the entire MBE participation goal outlined in this Section 4.26 must submit a request for waiver with its bid submission that is supported by good faith efforts documentation to meet the MBE goal made prior to submission of its Bid as outlined in Attachment D-1B, Waiver Guidance. Failure of a Bidder to properly complete, sign, and submit Attachment D-1A at the time it submits its Bid(s) to the IFB will result in the State’s rejection of the Bidder’s Bid for the applicable Service Category. This failure is not curable.

Attachments.

D-1 to D-5 – The following Minority Business Enterprise participation instructions, and forms are provided to assist Bidders:

Attachment D-1A	MBE Utilization and Fair Solicitation Affidavit & MBE Participation Schedule (must be submitted with Bid)

Attachment D-1B	Waiver Guidance

Attachment D-1C	Good Faith Efforts Documentation to Support Waiver Request

Attachment D-2	Outreach Efforts Compliance Statement

Attachment D-3A	MBE Subcontractor Project Participation Certification

Attachment D-3B	MBE Prime Project Participation Certification

Attachment D-4A	Prime Contractor Paid/Unpaid MBE Invoice Report

Attachment D-4B	MBE Prime Contractor Report

Attachment D-5	Subcontractor Paid/Unpaid MBE Invoice Report

The Bidder shall include with its Bid a completed MBE Utilization and Fair Solicitation Affidavit (Attachment D-1A) whereby:

The Bidder acknowledges the certified MBE participation goal and commits to make a good faith effort to achieve the goal and any applicable subgoals, or requests a waiver, and affirms that MBE subcontractors were treated fairly in the solicitation process; and

The Bidder responds to the expected degree of MBE participation, as stated in the solicitation, by identifying the specific commitment of certified MBEs at the time of Bid submission. The Bidder shall specify the percentage of total contract value associated with each MBE subcontractor identified on the MBE participation schedule, including any work performed by the MBE prime (including a prime participating as a joint venture) to be counted towards meeting the MBE participation goals.

The Bidder requesting a waiver should review Attachment D-1B (Waiver Guidance) and D-1C (Good Faith Efforts Documentation to Support Waiver Request) prior to submitting its request.

[[If there is more than one Functional Area or Service Category within the IFB, include the following language. Edit the highlighted language to be specific to the number and type of Functional Areas or Service Categories in the IFB.]]

A Bidder must properly complete and submit a separate Attachment D-1A, MBE Utilization and Fair Solicitation Affidavit & MBE Participation Schedule, for EACH Functional Area (I and II) for which it is submitting a Bid. If an Bidder is submitting a Bid for each of Functional Area I and II, the Bidder must submit two separate Attachment D-1As, one for each of the two Functional Areas.

If the Bidder fails to submit a completed Attachment D-1A with the Bid as required, the Procurement Officer shall determine that the Bid is not responsive, unless the inaccuracy is determined to be the result of a minor irregularity that is waived or cured in accordance with COMAR 21.06.02.04.

Bidders are responsible for verifying that each MBE (including any MBE prime and MBE prime participating in a joint venture) selected to meet the goal and any subgoals and subsequently identified in Attachment D-1A is appropriately certified and has the correct NAICS codes allowing it to perform the committed work.

Within ten (10) Business Days from notification that it is the recommended awardee or from the date of the actual award, whichever is earlier, the Bidder must provide the following documentation to the Procurement Officer.

Outreach Efforts Compliance Statement (Attachment D-2);

MBE Subcontractor/Prime Project Participation Certification (Attachment D-3A/3B); and

Any other documentation required by the Procurement Officer to ascertain Bidder responsibility in connection with the certified MBE subcontractor participation goal or any applicable subgoals.

Further, if the recommended awardee believes a waiver (in whole or in part) of the overall MBE goal or of any applicable subgoal is necessary, the recommended awardee must submit a fully-documented waiver request that complies with COMAR 21.11.03.11.

If the recommended awardee fails to return each completed document within the required time, the Procurement Officer may determine that the recommended awardee is not responsible and, therefore, not eligible for Contract award. If the Contract has already been awarded, the award is voidable.

A current directory of certified MBEs is available through the Maryland State Department of Transportation (MDOT), Office of Minority Business Enterprise, 7201 Corporate Center Drive, Hanover, Maryland 21076. The phone numbers are (410) 865-1269, 1-800-544-6056, or TTY (410) 865-1342. The directory is also available on the MDOT website at http://mbe.mdot.maryland.gov/directory/. The most current and up-to-date information on MBEs is available via this website. Only MDOT-certified MBEs may be used to meet the MBE subcontracting goals.

The Bidder that requested a waiver of the goal or any of the applicable subgoals will be responsible for submitting the Good Faith Efforts Documentation to Support Waiver Request (Attachment D-1C) and all documentation within ten (10) Business Days from notification that it is the recommended awardee or from the date of the actual award, whichever is earlier, as required in COMAR 21.11.03.11.

All documents, including the MBE Utilization and Fair Solicitation Affidavit & MBE Participation Schedule (Attachment D-1A), completed and submitted by the Bidder in connection with its certified MBE participation commitment shall be considered a part of the Contract and are hereby expressly incorporated into the Contract by reference thereto. All of the referenced documents will be considered a part of the Bid for order of precedence purposes (see Contract – Attachment M, Section 2.1).

The Bidder is advised that liquidated damages will apply in the event the Contractor fails to comply in good faith with the requirements of the MBE program and pertinent Contract provisions. (See Contract – Attachment M, Liquidated Damages for MBE, section 39[[Verify this contract clause number, as it may vary based on other clauses in the contract]].

As set forth in COMAR 21.11.03.12-1(D), when a certified MBE firm participates on a contract as a prime contractor (including a joint-venture where the MBE firm is a partner), a procurement agency may count the distinct, clearly defined portion of the work of the contract that the certified MBE firm performs with its own work force towards fulfilling up to fifty-percent (50%) of the MBE participation goal (overall) and up to one hundred percent (100%) of not more than one of the MBE participation subgoals, if any, established for the contract.

In order to receive credit for self-performance, an MBE prime must list its firm in Section 4A of the MBE Participation Schedule (Attachment D-1A) and include information regarding the work it will self-perform. For the remaining portion of the overall goal and the subgoals, the MBE prime must also identify other certified MBE subcontractors [see Section 4B of the MBE Participation Schedule (Attachment D-1A)] used to meet those goals. If dually-certified, the MBE prime can be designated as only one of the MBE subgoal classifications but can self-perform up to 100% of the stated subgoal.

As set forth in COMAR 21.11.03.12-1, once the Contract work begins, the work performed by a certified MBE firm, including an MBE prime, can only be counted towards the MBE participation goal(s) if the MBE firm is performing a commercially useful function on the Contract. Refer to MBE forms (Attachment D) for additional information.

VSBE Participation Goal

[[If there is no VSBE goal for this solicitation, enter only the following sentence for this section, and delete the rest.]]

There is no VSBE participation goal for this procurement.

[[If there is a VSBE goal for this solicitation, enter and complete the following language for this section.]]

Purpose

The Contractor shall structure its procedures for the performance of the work required in the Contract to attempt to achieve the VSBE participation goal stated in this solicitation. VSBE performance must be in accordance with this section and Attachment E, as authorized by COMAR 21.11.13. The Contractor agrees to exercise all good faith efforts to carry out the requirements set forth in this section and Attachment E.

A certified Veteran-Owned Small Business Enterprises (VSBE) must be verified by the State Department of Veterans Affairs or US Department of Veteran’s Affairs Vets First Verification Program (VetBiz) and registered as a VSBE on the State's eProcurement platform, eMaryland Marketplace Advantage (eMMA). The listing of VSBEs is available through the “Vendor Search” on eMMA.

VSBE Goal

A VSBE participation goal of the total Contract dollar amount has been established for this procurement as identified in the Key Information Summary Sheet.

By submitting a response to this solicitation, the Bidder agrees that this percentage of the total dollar amount of the Contract will be performed by verified veteran-owned small business enterprises.

Solicitation and Contract Formation

In accordance with COMAR 21.11.13.05 C (1), this solicitation requires Bidders to:

Identify specific work categories within the scope of the procurement appropriate for subcontracting;

Solicit VSBEs before Bids are due, describing the identified work categories and providing instructions on how to bid on the subcontracts;

Attempt to make personal contact with the VSBEs solicited and to document these attempts;

Assist VSBEs to fulfill, or to seek waiver of, bonding requirements; and

Attempt to attend pre-Bid or other meetings the procurement agency schedules to publicize contracting opportunities to VSBEs.

The Bidder must include with its Bid a completed VSBE Utilization Affidavit and Prime/Subcontractor Participation Schedule (Attachment E-1) whereby the Bidder:

Acknowledges it: a) intends to meet the VSBE participation goal; or b) requests a full or partial waiver of the VSBE participation goal. If the Bidder commits to the full VSBE goal or requests a partial waiver, it shall commit to making a good faith effort to achieve the stated goal; and

Responds to the expected degree of VSBE participation as stated in the solicitation, by identifying the specific commitment of VSBEs at the time of Bid submission. The Bidder shall specify the percentage of contract value associated with each VSBE prime/subcontractor identified on the VSBE Participation Schedule.

[[If there is more than one Functional Area or Service Category within the IFB, include the following language. Edit the highlighted language to be specific to the number and type of Functional Areas or Service Categories in the IFB.]]

A Bidder must properly complete and submit a separate Attachment E-1, VSBE Utilization Affidavit and Prime/Subcontractor Participation Schedule, for EACH Service Category (I and II) for which it is submitting a Bid. If a Bidder is submitting a Bid for each of Service Categories I and II, the Bidder must submit two separate Attachment E-1s, one for each of the two Service Categories.

As set forth in COMAR 21.11.13.05.B(2), when a verified VSBE firm participates on a Contract as a Prime Contractor, a procurement agency may count the distinct, clearly defined portion of the work of the contract that the VSBE Prime Contractor performs with its own work force towards meeting up to one hundred percent (100%) of the VSBE goal.

In order to receive credit for self-performance, a VSBE Prime must list its firm in the VSBE Prime/Subcontractor Participation Schedule (Attachment E-1) and include information regarding the work it will self-perform. For any remaining portion of the VSBE goal that is not to be performed by the VSBE Prime, the VSBE Prime must also identify verified VSBE subcontractors used to meet the remainder of the goal.

Within 10 Business Days from notification that it is the apparent awardee, the awardee must provide the following documentation to the Procurement Officer:

VSBE Project Participation Statement (Attachment E-2);

If the apparent awardee believes a full or partial waiver of the overall VSBE goal is necessary, it must submit a fully-documented waiver request that complies with COMAR 21.11.13.07; and

Any other documentation required by the Procurement Officer to ascertain Bidder responsibility in connection with the VSBE participation goal.

If the apparent awardee fails to return each completed document within the required time, the Procurement Officer may determine that the apparent awardee is not responsible.

Living Wage Requirements

[[This section does not apply for product purchases or service contracts under $100,000. If the solicitation is for product purchases only, include the sentence below and delete the sub-paragraphs following.]]

There is no Living Wage requirement for this procurement.

[[If the value of services is expected to be close to or more than $100,000, delete the above sentence and instructions and include the subparagraphs below.]]

Maryland law requires that contractors meeting certain conditions pay a living wage to covered employees on State service contracts over $100,000. Maryland Code Ann., State Finance and Procurement Article, § 18-101 et al. The Commissioner of Labor and Industry at the Department of Labor requires that a contractor subject to the Living Wage law submit payroll records for covered employees and a signed statement indicating that it paid a living wage to covered employees; or receive a waiver from Living Wage reporting requirements. See COMAR 21.11.10.05.

If subject to the Living Wage law, Contractor agrees that it will abide by all Living Wage law requirements, including but not limited to reporting requirements in COMAR 21.11.10.05. Contractor understands that failure of Contractor to provide such documents is a material breach of the terms and conditions and may result in Contract termination, disqualification by the State from participating in State contracts, and other sanctions. Information pertaining to reporting obligations may be found by going to the Maryland Department of Labor website http://www.dllr.state.md.us/labor/prev/livingwage.shtml.

Additional information regarding the State’s living wage requirement is contained in Attachment F. Bidders must complete and submit the Maryland Living Wage Requirements Affidavit of Agreement (Attachment F-1) with their Bids. If the Bidder fails to complete and submit the required documentation, the State may determine the Bidder to not be responsible under State law.

Contractors and subcontractors subject to the Living Wage Law shall pay each covered employee at least the minimum amount set by law for the applicable Tier area. The specific living wage rate is determined by whether a majority of services take place in a Tier 1 Area or a Tier 2 Area of the State. 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 §18-102(d) of the State Finance and Procurement Article shall assign the tier based upon where the recipients of the services are located. If the Contractor provides more than 50% of the services from an out-of-State location, the State agency determines the wage tier based on where the majority of the service recipients are located. In this circumstance, the Contract will be determined to be a Tier (enter “1” or “2,” depending on where the majority of the service recipients are located) Contract.

The Contract will be determined 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. The Bidder must identify in its Bid the location(s) from which services will be provided, including the location(s) from which 50% or more of the Contract services will be provided.

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, the State agency determines the wage tier based on where the majority of the service recipients are located. See COMAR 21.11.10.07.

The Bidder shall identify in the Bid the location from which services will be provided.

NOTE: Whereas the Living Wage may change annually, the Contract price will not change because of a Living Wage change or a change in the State minimum wage. The Contractor shall be responsible for any wage/rate increase during the term of the Contract and such increase may not be passed on to the State.

Federal Funding Acknowledgement

[[If the Contract to be awarded under this procurement does not contain federal funds, enter only the following sentence for this section and delete the rest.]]

This Contract does not contain federal funds.

[[If the Contract to be awarded under this procurement does contain federal funds, enter and complete the following language for this section.]]

There are programmatic conditions that apply to the Contract due to federal funding (see Attachment G).

[[Check with your AAG for applicability of 4.29.2 and 4.29.3 to this solicitation.]]

The total amount of federal funds allocated for the <<name of administration or facility>> is $<<federal funds amount)>> in Maryland State fiscal year <<current fiscal year>>. This represents <<divide federal funds amount by the total of the unit’s budget%>>% of all funds budgeted for the unit in that fiscal year. This does not necessarily represent the amount of funding available for any particular grant, contract, or solicitation.

The Contract contains federal funds. The source of these federal funds is: <<name of federal program for funds source e.g., Medicaid, Ryan White, Title X>>. The CFDA number is: <<insert Catalog of Federal Domestic Assistance number>>. The conditions that apply to all federal funds awarded by the <<typeofAgency>> are contained in Federal Funds Attachment G. Any additional conditions that apply to this particular federally-funded contract are contained as supplements to Federal Funds Attachment G and Bidders are to complete and submit these Attachments with their Bids as instructed in the Attachments. Acceptance of this agreement indicates the Bidder’s intent to comply with all conditions, which are part of the Contract.

Conflict of Interest Affidavit and Disclosure

[[A conflict of interest affidavit should be included with all solicitations.]]

The Bidder shall complete and sign the Conflict of Interest Affidavit and Disclosure (Attachment H) and submit it with its Bid.

By submitting a Conflict of Interest Affidavit and Disclosure, the Contractor shall be construed as certifying all Contractor Personnel and subcontractors are also without a conflict of interest as defined in COMAR 21.05.08.08A.

Additionally, a Contractor has an ongoing obligation to ensure that all Contractor Personnel are without conflicts of interest prior to providing services << under OR individual Task Orders issued under >> the Contract. For policies and procedures applying specifically to Conflict of Interests, the Contract is governed by COMAR 21.05.08.08.

Participation in Drafting of Specifications: Disqualifying Event: Bidders are advised that Md. Code Ann. State Finance and Procurement Article §13-212.1(a) provides generally that “an individual who assists an executive unit in the drafting of specifications, an invitation for bids, a request for proposals for a procurement, or the selection or award made in response to an invitation for bids or a request for proposals, or a person that employs the individual, may not: (1) submit a bid or proposal for that procurement; or (2) assist or represent another person, directly or indirectly, who is submitting a bid or proposal for that procurement.” Any Bidder submitting a Bid in violation of this provision shall be classified as “not responsible.”

Non-Disclosure Agreement

Non-Disclosure Agreement (Bidder)

[[If a Non-Disclosure Agreement is not required for reviewing information prior to Proposal submission, enter only the following sentence for this section and delete the rest under this 4.31.1 heading:]]

A Non-Disclosure Agreement (Bidder) is not required for this procurement.

[[If a Non-Disclosure Agreement is required for this solicitation, enter the following language for this section:]]

Certain documentation may be available for potential Bidders to review at a reading room at <<address>>. Bidders who review such documentation will be required to sign a Non-Disclosure Agreement (Bidder) in the form of Appendix <<Bidder NDA Attachment Number>>. Please contact the Procurement Officer to schedule an appointment.

Non-Disclosure Agreement (Contractor)

[[If a Non-Disclosure Agreement is not required for this solicitation, enter only the following sentence for this section and delete the rest. DoIT strongly recommends an NDA for any services contract.]]

A Non-Disclosure Agreement (Contractor) is not required for this procurement.

[[If a Non-Disclosure Agreement is required for this solicitation, enter the following language for this section:]]

All Bidders are advised that this solicitation and any Contract(s) are subject to the terms of the Non-Disclosure Agreement (NDA) contained in this solicitation as Attachment I. This Agreement must be provided within five (5) Business Days of notification of recommended award; however, to expedite processing, it is suggested that this document be completed and submitted with the Bid.

HIPAA - Business Associate Agreement

[[If a HIPAA Business Associate Agreement is not required for this solicitation, enter only the following sentence for this section and delete the rest.]]

A HIPAA Business Associate Agreement is not required for this procurement.

[[If a HIPAA Business Associate Agreement is required for this solicitation, enter the following language for this section, and select the appropriate Contract clause option in the Contract – Attachment M.]]

Based on the determination by the <<typeofAgency>> that the functions to be performed in accordance with this solicitation constitute Business Associate functions as defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the recommended awardee shall execute a Business Associate Agreement as required by HIPAA regulations at 45 C.F.R. §164.500 et seq. and set forth in Attachment J. This Agreement must be provided within five (5) Business Days of notification of proposed Contract award. However, to expedite processing, it is suggested that this document be completed and submitted with the Bid. Should the Business Associate Agreement not be submitted upon expiration of the five (5) Business Day period as required by this solicitation, the Procurement Officer, upon review of the Office of the Attorney General and approval of the Secretary, may withdraw the recommendation for award and make the award to the responsible Bidder with the next highest overall-ranked Bid.

Nonvisual Access

[[If this solicitation does not contain Information Technology (IT) provisions, enter only the following sentence for this section and delete the rest:]]

This solicitation does not contain Information Technology (IT) provisions requiring Nonvisual Access.

[[If this solicitation does contain Information Technology (IT) provisions, enter the following language for this section.]]

The bidder or offeror warrants that the information technology offered under this bid or proposal (1) provides equivalent access for effective use by both visual and nonvisual means consistent with the standards of § 508 of the federal Rehabilitation Act of 1973 and Code of Maryland Regulations 14.33.02; (2) provides an individual with disabilities with nonvisual access in a way that is fully and equally accessible to and independently usable by the individual with disabilities so that the individual is able to acquire the same information, engage in the same interactions, and enjoy the same services as users without disabilities, with substantially equivalent ease of use; (3) will present information, including prompts used for interactive communications, in formats intended for both visual and nonvisual use; (4) if intended for use in a network, can be integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired; and (5) is available, whenever possible, without modification for compatibility with software and hardware for nonvisual access. The bidder or offeror further warrants that the cost, if any, of modifying the information technology for compatibility with software and hardware used for nonvisual access will not increase the cost of the information technology by more than 15 percent.

If the information technology procured under this solicitation does not meet the nonvisual access standards set forth in the Code of Maryland Regulations 14.33.02, the State will notify the bidder or offeror in writing that the bidder or offeror, at its own expense, has 12 months after the date of the notification to modify the information technology in order to meet the nonvisual access standards. If the bidder or offeror fails to modify the information technology to meet the nonvisual access standards within 12 months after the date of the notification, the bidder or offeror may be subject to a civil penalty of a fine not exceeding $5,000 for a first offense, and a fine not exceeding $10,000 for a subsequent offense.

The bidder or offeror shall indemnify the State for liability resulting from the use of information technology that does not meet the applicable nonvisual access standards.

For purposes of this regulation, the phrase ‘equivalent access' means the ability to receive, use, and manipulate information and operate controls necessary to access and use information technology by nonvisual means. Examples of equivalent access include keyboard controls used for input and synthesized speech, Braille, or other audible or tactile means used for output.

Mercury and Products That Contain Mercury

[[If this solicitation does not include the procurement of products known to likely include mercury as a component, enter only the following sentence for this section and delete the rest.]]

This solicitation does not include the procurement of products known to likely include mercury as a component.

[[If this solicitation does include the procurement of products known to likely include mercury as a component, choose and enter the following “Option” language for this section, as applicable). Note for IT purchases, Option 3 is typically the only one selected.]]

[[Option 1. This clause provides a price preference to only those products that are mercury-free. Enter the percentage preference for “X.”]]

The <<typeofAgency>> shall give a price preference of <<X >>percent (X%) (not to exceed 5%; see COMAR 21.05.08.09) to Bids for products or equipment that are mercury-free. The Bidder must submit a Mercury Affidavit in the form of Attachment K with its Bid.

[[Option 2. This clause provides a price preference to those products that are mercury-free or which provide the least amount of mercury. Enter the percentage preference for “X.”]]

The <<typeofAgency>>shall give a price preference of <<X >>percent (<<X>>%) (not to exceed 5%; see COMAR 21.05.08.09) to Bids for products or equipment that are mercury-free or, if mercury-free products or equipment are not offered, to the Bids for products or equipment containing the least amount of mercury necessary to meet performance requirements. The Bidder must submit a Mercury Affidavit in the form of Attachment K with its Bid.

[[Option 3. This clause requires that all products be mercury-free.]]

All products or equipment provided pursuant to this solicitation shall be mercury-free products. The Bidder must submit a Mercury Affidavit in the form of Attachment K with its Bid.

Location of the Performance of Services Disclosure

[[If this procurement is not anticipated to have an estimated value of $2,000,000.00 or more, enter only the following sentence for this section and delete the rest.]]

This solicitation does not require a Location of the Performance of Services Disclosure.

[[If this procurement is anticipated to have an estimated value of $2,000,000.00 or more and includes services, enter the following language for this section:]]

The Bidder is required to complete the Location of the Performance of Services Disclosure. A copy of this Disclosure is included as Attachment L. The Disclosure must be provided with the Bid.

<<Services under this Contract must be performed in the United States.>> [[Mandatory if this is one of the four categories of: architectural services, construction-related services, engineering services, and energy performance services. Optional for other types of services but the rationale given in Attachment L must meet the standards listed at the end of the Attachment. Also, double check the security boilerplate for consistency.]]

Department of Human Services (DHS) Hiring Agreement

[[If this solicitation does not require a DHS Hiring Agreement, enter only the following sentence for this section and delete the rest.]]

This solicitation does not require a DHS Hiring Agreement.

[[If this solicitation does require a DHS Hiring Agreement, enter the following language for this section:]]

All Bidders are advised that if a Contract is awarded as a result of this solicitation, the successful Bidder will be required to complete a DHS Hiring Agreement. A copy of this Agreement is included as Attachment O. This Agreement must be provided within five (5) Business Days of notification of recommended award.

Small Business Reserve (SBR) Procurement

[[If this solicitation is not designated as a Small Business Reserve (SBR) Procurement, enter only the following sentence for this section and delete the rest.]]

This solicitation is not designated as a Small Business Reserve (SBR) Procurement.

[[If this solicitation is designated as a Small Business Reserve (SBR) Procurement, enter the following language for this section.]]

This is a Small Business Reserve Procurement for which award will be limited to certified small business vendors. Only businesses that meet the statutory requirements set forth in State Finance and Procurement Article, §§14-501—14-505, Annotated Code of Maryland, and that are certified by GOSBA Small Business Reserve Program are eligible for award of a contract.

For the purposes of a Small Business Reserve Procurement, a small business is a for-profit business, other than a broker, that meets the following criteria:

It is independently owned and operated;

It is not a subsidiary of another business;

It is not dominant in its field of operation; and

With respect to employees, in its most recently completed three (3) fiscal years:

Its wholesale operations did not employ more than 50 persons;

Its retail operations did not employ more than 25 persons;

Its manufacturing operations did not employ more than 100 persons;

Its service operations did not employ more than 100 persons;

Its construction operations did not employ more than 50 persons; and

The architectural and engineering services of the business did not employ more than 100 persons; or

With respect to gross sales, in its most recently completed three (3) fiscal years:

The gross sales of its wholesale operations did not exceed an average of $4,000,000;

The gross sales of its retail operations did not exceed an average of $3,000,000;

The gross sales of its manufacturing operations did not exceed an average of $2,000,000;

The gross sales of its service operations did not exceed an average of $10,000,000;

The gross sales of its construction operations did not exceed an average of $7,000,000; and

The gross sales of its architectural and engineering operations did not exceed an average of $4,500,000.

Note: If a business has not existed for three (3) years, the employment and gross sales average or averages shall be the average for each year or part of a year during which the business has been in existence.

Further information on the certification process is available at eMaryland Marketplace Advantage.

Ineligible Bids. Under a small business reserve procurement, a business that is not a certified small business is ineligible for award of a contract.

Before awarding a contract under a procurement designated as a small business reserve procurement, the Procurement Officer shall verify that the apparent awardee is certified by the Governor’s Office of Small, Minority & Women Business Affairs as a small business. A procurement contract award under a small business reserve may not be made to a business that has not been SBR certified.

Bonds

[[If this solicitation does not require any type of surety bond, you may delete the entire section INCLUDING the section heading. Include 4.38.4, and 4.38.5, renumbering as appropriate, when there is at least one surety bond.]]

Bid Bond

Each Bidder must submit with its Bid a Bid Bond or other suitable security, as summarized in <<4.38.4>>, in the amount of five percent (5%) of the Total Evaluated Price, guaranteeing the availability of the goods and services at the offered price for 180 days after the due date for receipt of Bids.

The bond shall be in the form provided in Appendix <<BidBondAppendixNumber>>.

The Bidder may request a release of the bond after the date of the award in return for a release signed by the Contractor and accepted by the <<typeofAgency>>.

The cost of this bond, or other suitable security, is to be included in the total prices proposed and is not to be proposed and will not be recoverable as a separate cost item.

[[The bid bond format in Attachment __ is the preferred form specified in COMAR 21.06.07.09(D). DO NOT UTILIZE A BOND FORM OTHER THAN THE ONE IN THIS IFB unless you have obtained prior written authorization from the control agency and your legal counsel.]]

Performance Bond

[[Performance bonds should be used for high risk procurements. If this solicitation does not require a Payment Bond, you may delete the entire section INCLUDING the section heading. If this solicitation does require software escrow, see DoIT for attachments appropriate to this section. Note: a Performance Bond must be submitted not later than the date of contract execution.]]

The successful Bidder shall deliver a Performance Bond, or other suitable security, to the State after notification of recommended award.

The successful Bidder must submit a Performance Bond, or other suitable security in the amount of <<$1,000,000.00>>, guaranteeing that the Contractor shall well and truly perform the Contract.

The Performance Bond shall be in the form provided in Appendix <<performanceBondAppendixNumber>> and underwritten by a surety company authorized to do business in the State and shall be subject to approval by the State, or other acceptable security for bond as described in COMAR 21.06.07, as summarized in <<4.38.4>>.

The Performance Bond shall be maintained throughout the term of the Contract, and renewal option period(s), if exercised. Evidence of renewal of the Performance Bond and payment of the required premium shall be provided to the State.

The Performance Bond may be renewable annually. The Contractor shall provide to the State, 30 days before the annual expiration of the bond, confirmation from the surety that the bond will be renewed for the following year. Failure to timely provide this notice shall constitute an event of default under the Contract. Such a default may be remedied if the Contractor obtains a replacement bond that conforms to the requirements of the Contract and provides that replacement bond to the State prior to the expiration of the existing Performance Bond.

The cost of this bond, or other suitable security, is to be included in the total prices proposed and is not to be proposed and will not be recoverable as a separate cost item.

After the first year of the Contract, the Contractor may request a reduction in the amount of the Performance Bond. The amount and the duration of the reduction, if any, will be at the <<typeofAgency>>’s sole discretion. If any reduction is granted, the <<typeofAgency>>’s shall have the right to increase the amount of the Performance Bond to any amount, up to the original amount, at any time and at the <<typeofAgency>>’s sole discretion.

Any performance or payment bonds shall be in the form specified in COMAR 21.07.02 in accordance with COMAR 21.06.07.10(C).

Payment Bond

[[If this solicitation does not require a Payment Bond, you may delete the entire section INCLUDING the section heading.]]

Any performance or payment bonds shall be in the form specified in COMAR 21.07.02 in accordance with COMAR 21.06.07.10(C).

Acceptable security

Acceptable security shall be as described below, identified within and excerpted from COMAR 21.06.07.01:

Acceptable security for bid, performance, and payment bonds is limited to:

A bond in a form satisfactory to the State underwritten by a surety company authorized to do business in this State;

A bank certified check, bank cashier's check, bank treasurer's check, cash, or trust account;

Pledge of securities backed by the full faith and credit of the United States government or bonds issued by the State;

An irrevocable letter of credit in a form satisfactory to the Attorney General and issued by a financial institution approved by the State Treasurer.

Surety Bond Assistance Program

Assistance in obtaining bid, performance and payment bonds may be available to qualifying small businesses through the Maryland Small Business Development Financing Authority (MSBDFA). MSBDFA can directly issue bid, performance or payment bonds up to $750,000. MSBDFA may also guarantee up to 90% of a surety's losses as a result of a Contractor’s breach of Contract; MSBDFA exposure on any bond guaranteed may not, however, exceed $900,000. Bonds issued directly by the program will remain in effect for the duration of the Contract, and those surety bonds that are guaranteed by the program will remain in effect for the duration of the surety’s exposure under the Contract. To be eligible for bonding assistance, a business must first be denied bonding by at least one surety on both the standard and specialty markets within 90 days of submitting a bonding application to MSBDFA. The applicant must employ fewer than 500 full-time employees or have gross sales of less than $50 million annually, have its principal place of business in Maryland or be a Maryland resident, must not subcontract more than 75 percent of the work, and the business or its principals must have a reputation of good moral character and financial responsibility. Finally, it must be demonstrated that the bonding or guarantee will have a measurable economic impact, through job creation and expansion of the state’s tax base. Applicants are required to work through their respective bonding agents in applying for assistance under the program. Questions regarding the bonding assistance program should be referred to:

Maryland Department of Commerce

Maryland Small Business Development Financing Authority

MMG Ventures

826 E. Baltimore Street

Baltimore, Maryland 21202

Phone: (410) 333-4270

Fax: (410) 333-2552

Maryland Healthy Working Families Act Requirements

On February 11, 2018, the Maryland Healthy Working Families Act went into effect. All offerors should be aware of how this Act could affect your potential contract award with the State of Maryland. See the Department of Labor, Licensing and Regulations web site for Maryland Healthy Working Families Act Information: http://dllr.maryland.gov/paidleave/.

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Bid Format

One Part Submission

Each Bidder shall submit its Bid with all Required Bid Submissions (see IFB Section 5.4) in a single sealed package.

Labeling

Each Bidder is required to label the sealed Bid with the IFB title and number, name and address of the Bidder, and closing date and time for receipt of the Bids.

Bid Price Form

The Bid shall contain all price information in the format specified on the Bid Form. The Bidder shall complete the Bid Form only as provided in the Bid Pricing Instructions and the Bid Form. Do not amend, alter, or leave blank any items on the Bid Form or include additional clarifying or contingent language on or attached to the Bid Form. Failure to adhere to any of these instructions may result in the Bid being determined to be non-responsive and rejected by the <<typeofAgency>>.

Required Bid Submission

A Bidder shall include the following with its Bid:

Bidder Information Sheet (see Appendix 2)

Acknowledgement of all addenda to this IFB.

Minimum Qualifications Documentation. The Bidder shall submit any Minimum Qualifications documentation that may be required, as set forth in IFB Section 1. If references are required in IFB Section 1, those references shall be submitted in this section and shall contain the information described in both Section 1.

Completed Required Attachments. Submit three (3) copies of each with original signatures:

Completed Bid Form (Attachment B).

Completed Bid Affidavit (Attachment C).

Completed Maryland Living Wage Requirements Affidavit of Agreement (Attachment F-1).

Additional Document *If Required. Submit three (3) copies of each with original signatures, if required. *See appropriate IFB section to determine whether the document is required for this procurement.

A Signed Statement from the Bidder’s Parent Organization Guaranteeing Performance of the Bidder. *see IFB section 4.16

Completed MDOT Certified MBE Utilization and Fair Solicitation Affidavit (Attachment D-1A) *see IFB section 4.26

Completed Federal Funds Attachment (Attachment G) *see IFB section 4.29

Completed Conflict of Interest Affidavit and Disclosure (Attachment H) *see IFB section 4.30

Completed Mercury Affidavit (Attachment K) *see IFB section 4.34

Completed Veteran-Owned Small Business Enterprise (VSBE) Utilization Affidavit and Prime/Subcontractor Participation Schedule (Attachment E-1) *see IFB section 4.27

Completed Location of the Performance of Services Disclosure (Attachment L) *see IFB section 4.35.

References. At least three (3) references are requested from customers who are capable of documenting the Bidder’s ability to provide the goods and services specified in this IFB. References used to meet any Minimum Qualifications (see IFB Section 1) may be used to meet this request. Each reference shall be from a client for whom the Bidder has provided goods and services within the past five (5) years and shall include the following information:

Name of client organization;

Name, title, telephone number, and e-mail address, if available, of point of contact for client organization; and

Value, type, duration, and description of goods and services provided.

The <<typeofAgency>> reserves the right to request additional references or utilize references not provided by the Bidder. Points of contact must be accessible and knowledgeable regarding Bidder performance.

List of Current or Prior State Contracts. Provide a list of all contracts with any entity of the State of Maryland for which the Bidder is currently performing goods and services or for which services have been completed within the last five (5) years. For each identified contract, the Bidder is to provide:

The State contracting entity;

A brief description of the goods and services provided;

The dollar value of the contract;

The term of the contract;

The State employee contact person (name, title, telephone number, and, if possible, e-mail address); and

Whether the contract was terminated before the end of the term specified in the original contract, including whether any available renewal option was not exercised.

Information obtained regarding the Bidder’s level of performance on State contracts will be used by the Procurement Officer to determine the responsibility of the Bidder and considered as part of the experience and past performance evaluation criteria of the IFB.

Financial Capability. The Bidder must include in its Bid a commonly-accepted method to prove its fiscal integrity. If available, the Bidder shall include Financial Statements, preferably a Profit and Loss (P&L) statement and a Balance Sheet, for the last two (2) years (independently audited preferred).

In addition, the Bidder may supplement its response to this Section by including one or more of the following with its response:

Dun & Bradstreet Rating;

Standard and Poor’s Rating;

Lines of credit;

Evidence of a successful financial track record; and

Evidence of adequate working capital.

[[Optional. Services should keep this section. For product purchases you may substitute “This section does not apply to this IFB” while keeping the heading. Discuss with control agency prior to submission for review about substituting.]]

Certificate of Insurance. The Bidder shall provide a copy of its current certificate of insurance showing the types and limits of insurance in effect as of the Bid submission date. The current insurance types and limits do not have to be the same as described in Section 3.6. See Section 3.6 for the required insurance certificate submission for the apparent awardee.

Subcontractors. The Bidder shall provide a complete list of all subcontractors that will work on the Contract if the Bidder receives an award, including those utilized in meeting the MBE and VSBE subcontracting goal(s), if applicable. This list shall include a full description of the duties each subcontractor will perform and why/how each subcontractor was deemed the most qualified for this project. If applicable, subcontractors utilized in meeting the established MBE or VSBE participation goal(s) for this solicitation shall be identified as provided in the appropriate attachment(s) of this IFB.

Legal Action Summary. This summary shall include:

[[Optional. Services should keep this section. For product purchases. You may substitute “This section does not apply to this IFB” while keeping the heading.]]

A statement as to whether there are any outstanding legal actions or potential claims against the Bidder and a brief description of any action;

A brief description of any settled or closed legal actions or claims against the Bidder over the past five (5) years;

A description of any judgments against the Bidder within the past five (5) years, including the court, case name, complaint number, and a brief description of the final ruling or determination; and

In instances where litigation is ongoing and the Bidder has been directed not to disclose information by the court, provide the name of the judge and location of the court.

Delivery

[[Choose one:

Option 1 - Preferred. For Submission through eMMA use the following instructions and delete Option 2.]]

Bids shall only be accepted via the State’s internet based electronic procurement system, eMMA. Bidders may not mail or hand-deliver Bids.

Bidders shall provide their Bids in one envelope through eMMA following the Quick Reference Guides (QRG) labelled “4 - eMMA QRG Responding to Solicitations (IFB)” for single envelope submissions.

[[Option 2. For Paper Submission use the following instructions and delete Option 1. Section numbering would start with 5.5.1.]]

Bidders may either mail or hand-deliver Bids.

For U.S. Postal Service deliveries, any bid that has been received at the appropriate mail room, or typical place of mail receipt for the respective procuring unit by the time and date listed in the IFB will be deemed to be timely. If a Bidder chooses to use the U.S. Postal Service for delivery, the Department recommends that it use Express Mail, Priority Mail, or Certified Mail or another form for which both the date and time of receipt can be independently verified by the Department. It could take several days for an item sent by first class mail to make its way by normal internal mail to the procuring unit and a Bidder using first class mail will not be able to prove a timely delivery at the mailroom.

Hand-delivery includes delivery by commercial carrier acting for the Bidder. For any type of direct (non-mail) delivery, a Bidder is advised to secure a dated, signed, and time-stamped (or otherwise indicated) receipt of delivery.

Documents Required upon Notice of Recommendation for Contract Award

Upon receipt of a notification of recommendation for contract award, the following documents shall be completed and submitted by the recommended awardee within five (5) business days, unless noted otherwise. Submit one (1) electronic copy of each of the following documents:

Signed contract (Attachment M),

Completed Contract Affidavit (Attachment N),

Completed MBE Attachments D-2 and D-3A and B, within ten (10) Business days, if applicable; see IFB Section 4.26,

MBE waiver justification within ten (10) Business days (see MBE Waiver Guidance and forms in Attachments D-1B and D-1C), if a waiver has been requested (if applicable; see IFB Section 4.26),

Completed VSBE Attachment E-2, if applicable see IFB Section 4.27,

Signed Non-Disclosure Agreement (Attachment I), if applicable; see IFB Section 4.31,

Signed HIPAA Business Associate Agreement (Attachment J), if applicable; see IFB Section 4.32,

Completed DHR Hiring Agreement, Attachment O, if applicable see IFB Section 4.36, and

Copy of a current certificate of insurance with the prescribed limits set forth in IFB Section 3.1 “Insurance Requirements,” listing the State as an Additional Insured, if applicable; see IFB Section 3.1.

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Bid Evaluation and Award

Bid Evaluation Criteria

The Bids will be evaluated based on the Total Bid Price, as per COMAR 21.02.13. All responsible Bidders will be ranked from the lowest (most advantageous) to the highest (least advantageous) price based on the Total Bid Priceas submitted on the Attachment B - Bid Form.

Reciprocal Preference

Although Maryland law does not authorize procuring agencies to favor resident Bidders in awarding procurement contracts, many other states do grant their resident businesses preferences over Maryland contractors. COMAR 21.05.01.04 permits procuring agencies to apply a reciprocal preference under the following conditions:

The Maryland resident business is a responsible Bidder;

The lowest responsive Bid is from a responsible Bidder whose principal office, or principal base of operations is in another state;

The other state gives a preference to its resident businesses through law, policy, or practice; and

The preference does not conflict with a federal law or grant affecting the procurement Contract.

The preference given shall be identical to the preference that the other state, through law, policy, or practice gives to its resident businesses.

Award Determination

Award will be made to the responsible Bidder who submits to the State the responsive Bid that has the lowest Total Bid Price.

[[Optional language: The State reserves the right to make the award by item, or groups of items, or Total Bid Price if it is in the best interest of the State to do so unless the Bidder specifies in its bid that a partial or progressive award is not acceptable.]]

Documents Required upon Notice of Recommendation for Contract Award

Upon receipt of a Notification of Recommendation for Contract award, the apparent awardee shall complete and furnish the documents and attestations as directed in Table 1 of Section 7 – IFB Attachments and Appendices.

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IFB ATTACHMENTS AND APPENDICES

Instructions Page

A Bid submitted by the Bidder must be accompanied by the completed forms and/or affidavits identified as “with Bid” in the “When to Submit” column in Table 1 below. All forms and affidavits applicable to this IFB, including any applicable instructions and/or terms, are identified in the “Applies” and “Label” columns in Table 1.

For documents required as part of the Bid:

For e-mail submissions, submit one (1) copy of each with signatures.

For paper submissions, submit two (2) copies of each with original signatures. All signatures must be clearly visible.

All Bidders are advised that if a Contract is awarded as a result of this solicitation, the successful Bidder will be required to complete certain forms and affidavits after notification of recommended award. The list of forms and affidavits that must be provided is described in Table 1 below in the “When to Submit” column.

For documents required after award, submit three (3) copies of each document within the appropriate number of days after notification of recommended award, as listed in Table 1 below in the “When to Submit” column.

[[Search for << to see the attachments and appendices that may be changed. Attachments with no <<>> are mandatory. Adjust the “Applies?” column as appropriate. Appendices may be removed, so all appendices remaining in the table should be Y. See the instructions in the appendices portion of the table below for appendix labeling instructions. ]]

Table 1: IFB ATTACHMENTS AND APPENDICES

Applies?	When to Submit	Label	Attachment Name
<<Y>>	Before Bid	A	Pre-Bid Conference Response Form
Y	With Bid	B	Bid Instructions and Form
Y	With Bid	C	Bid/Proposal Affidavit (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentC-Bid_Proposal-Affidavit.pdf)
<<Y>>	With Bid	D	MBE Forms D-1A (see link at https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentDMBE-Forms-1.pdf) IMPORTANT: If this IFB contains different Functional Areas or Service Categories. A separate Attachment D-1A is to be submitted for each Functional Area or Service Category where there is a MBE goal.
<<Y>>	10 Business Days after recommended award	D	MBE Forms D-1B, D-1C,D-2, D-3A, D-3B (see link at https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentDMBE-Forms-1.pdf) Important: Attachment D-1C, if a waiver has been requested, is also required within 10 days of recommended award.
<<N>>	As directed in forms	D	MBE Forms D-4A, D-4B, D-5 (see link at xxxxxx)
<<N>>	With Bid	E	Veteran-Owned Small Business Enterprise (VSBE) Form E-1A (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentE-VSBEForms.pdf) IMPORTANT: If this IFB contains different Functional Areas or Service Categories. A separate Attachment E-1A is to be submitted for each Functional Area or Service Category where there is a VSBE goal.
<<N>>	5 Business Days after recommended award	E	VSBE Forms E-1B, E-2, E-3 (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentE-VSBEForms.pdf) Important: Attachment E-1B, if a waiver has been requested, is also required within 10 days of recommended award.
<<Y>>	With Bid	F	Maryland Living Wage Requirements for Service Contracts and Affidavit of Agreement (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentF-LivingWageAffidavit.pdf)
<<N>>	With Bid	G	Federal Funds Attachments (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentG-FederalFundsAttachment.pdf)
Y	With Bid	H	Conflict of Interest Affidavit and Disclosure (see link at https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentH-Conflict-of-InterestAffidavit.pdf)
Y	5 Business Days after recommended award – However, suggested with Bid	I	Non-Disclosure Agreement (Contractor) (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-I-Non-DisclosureAgreementContractor.pdf)
<<N>>	5 Business Days after recommended award – However, suggested with Bid	J	HIPAA Business Associate Agreement (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-J-HIPAABusinessAssociateAgreement.pdf)
<<N>>	With Bid	K	Mercury Affidavit (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-K-MercuryAffidavit.pdf)
<<N>>	With Bid	L	Location of the Performance of Services Disclosure (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-L-PerformanceofServicesDisclosure.pdf)
Y	5 Business Days after recommended award	M	Sample Contract (included in this IFB)
Y	5 Business Days after recommended award	N	Contract Affidavit (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-N-ContractAffidavit.pdf)
<<N>>	5 Business Days after recommended award	O	DHS Hiring Agreement (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-O-DHSHiringAgreement.pdf)
Appendices [[Remove appendices not used in this IFB, add any additional appendices specific to this IFB, and renumber all. Perform a find and replace using the entire <<>> code in the Label column to automatically renumber the Appendices in the rest of the document.]]
Applies?	When to Submit	Label	Attachment Name
Y	n/a	1	Abbreviations and Definitions (included in this IFB)
Y	With Bid	2	Bidder Information Sheet (see link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Appendix2-Bidder_OfferorInformationSheet.pdf)
Y	Before Bid, as directed in the IFB.	3	Non-Disclosure Agreement (Bidder) [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%203%20-%20Non-Disclosure%20Agreement%20(Offeror)%20(1).dot)
Y	n/a	<<laborCategoriesAppendixNumber>>	Labor Categories [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%20x%20-%20Labor%20Categories.dot)
Y	With Bid	<<laborResumeFormAppendixNumber>>	Labor Resume Form [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%20xx%20-%20Labor%20Resume%20Form.dot)
Y	5 Business Days after recommended award	<<performanceBondAppendixNumber>>	Performance Bond [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%20z%20-%20Performance%20Bond.dot)
Y	5 Business Days after recommended award	<<paymentBondAppendixNumber>>	Payment Bond [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%20yy%20-%20Payment%20Bond.dot)
Y	With Bid	<<BidBondAppendixNumber>>	Bid Bond [[Delete if inapplicable.]] (see link at http://dbm.maryland.gov/Documents/Appendix%20y%20-%20Bid_Proposal%20Bond.dot)
[[Include any others specific to this solicitation.]]
Additional Submissions
Applies?	When to Submit	Label	Document Name
Y	5 Business Days after recommended award	Evidence of meeting insurance requirements (see Section 3.6); 1 copy
Y	10 Business Days after recommended award	PEP; 1 copy
Y	10 Business Days after recommended award	Fully executed Escrow Agreement; 1 copy [[Remove if no escrow.]]
<<Y>>	With deliverables	--	Deliverable Product Acceptance Form (DPAF) (see online at http://doit.maryland.gov/contracts/Documents/_procurementForms/DeliverableProductAcceptanceForm-DPAFsample.pdf [[Delete entire line if it’s inapplicable and renumber appendices.]]
[[Include any others specific to this solicitation.]]

Pre-Bid Conference Response Form

Solicitation Number <<solicitationNumber>>

<<solicitationTitle>>

A Pre-Bid conference will be held on <<preBidDate>>, at <<preBidLocation>>.

Please return this form by <<preBidFormDue>>, advising whether or not your firm plans to attend. The completed form should be returned via e-mail or fax to the Procurement Officer at the contact information below:

<<procurementOfficerName>>

<<ISSUINGAGENCYACRONYM>>

E-mail: <<procurementOfficerEmail>>

Fax #: <<procurementOfficerFax>>

Please indicate:

Yes, the following representatives will be in attendance.
Attendees (Check the IFB for limits to the number of attendees allowed): 1. 2. 3.
No, we will not be in attendance.

Please specify whether any reasonable accommodations are requested (see IFB § 4.1“Pre-Bid conference”):
Bidder:
Bidder Name (please print or type)
By:
Signature/Seal
Printed Name:
Printed Name
Title:
Title
Date:
Date

Directions to the Pre-Bid Conference

<<preBidDirections>>

Bid Instructions & Form

B-1 Bid Instructions

In order to assist each Bidder in the preparation of its Bid and to comply with the requirements of this solicitation, Bid Instructions and a Bid Form have been prepared. Each Bidder shall submit its Bid on the Bid Form in accordance with the instructions on the Bid Form and as specified herein. Do not alter the Bid Form or the Bid may be determined to be not responsive. The Bid Form is to be signed and dated, where requested, by an individual who is authorized to bind the Bidder to the prices entered on the Bid Form.

The Bid Form is used to calculate the Bidder’s TOTAL BID PRICE. Follow these instructions carefully when completing your Bid Form:

A)	All Unit and Extended Prices must be clearly entered in dollars and cents, e.g., $24.15. Make your decimal points clear and distinct.

B)	All Unit Prices must be the actual price per unit the State will pay for the specific item or service identified in this IFB and may not be contingent on any other factor or condition in any manner.

C)	All calculations shall be rounded to the nearest cent, e.g., .344 shall be .34 and .345 shall be .35.

D)	Any goods or services required through this IFB and proposed by the vendor at No Cost to the State must be clearly entered in the Unit Price, if appropriate, and Extended Price with $0.00.

E)	Every blank in every Bid Form shall be filled in. Any changes or corrections made to the Bid Form by the Bidder prior to submission shall be initialed and dated.

F)	Except as instructed on the Bid Form, nothing shall be entered on or attached to the Bid Form that alters or proposes conditions or contingencies on the prices. Alterations and/or conditions may render the Bid not responsive.

G)	It is imperative that the prices included on the Bid Form have been entered correctly and calculated accurately by the Bidder and that the respective total prices agree with the entries on the Bid Form. Any incorrect entries or inaccurate calculations by the Bidder will be treated as provided in COMAR 21.05.02.12, and may cause the Bid to be rejected.

H)	If option years are included, Bidders must submit pricing for each option year. Any option to renew will be exercised at the sole discretion of the State and comply with all terms and conditions in force at the time the option is exercised. If exercised, the option period shall be for a period identified in the IFB at the prices entered in the Bid Form.

I)	All Bid prices entered below are to be fully loaded prices that include all costs/expenses associated with the provision of services as required by the IFB. The Bid price shall include, but is not limited to, all: labor, profit/overhead, general operating, administrative, and all other expenses and costs necessary to perform the work set forth in the solicitation. No other amounts will be paid to the Contractor. If labor rates are requested, those amounts shall be fully-loaded rates; no overtime amounts will be paid.

J)	Unless indicated elsewhere in the IFB, sample amounts used for calculations on the Bid Form are typically estimates for evaluation purposes only. Unless stated otherwise in the IFB, the <<typeofAgency>> does not guarantee a minimum or maximum number of units or usage in the performance of the Contract.

K)	Failure to adhere to any of these instructions may result in the Bid being determined not responsive.

[[Add additional instructions as needed to assist Bidders in the completion of the Bid Form. Also, verify the instructions above are appropriate for the type of prices being solicited. If inappropriate, delete any conflicting instructions.]]

B-1 Bid Form

The Bid Form shall contain all price information in the format specified on these pages. Complete the Bid Form only as provided in the Bid Instructions. Do not amend, alter or leave blank any items on the Bid Form. If option years are included, Bidders must submit pricing for each option year. Failure to adhere to any of these instructions may result in the Bid being determined not responsive.

[[The Bid Form should be included as a separate Excel document and should contain formulas that automatically calculate the Bidder’s Total Bid Price. All cells except those in which the Bidder enters its line item prices and its signatory information must be locked. A generic sample is provided below. Add the template below on the Excel document for signatures. Reference the Bid Form document here.]]

See separate Excel Bid Form labeled xxxxx.xls.

[[Include the signature block below at the end of the Bid Form.]]

Submitted by:

Signature of Authorized Representative	Date
Printed Name and Title:
Telephone:
Email address:
Bidder Company Name:
Bidder Company Address:
Location(s) from which goods/services will be provided/performed (City/State):
FEIN:
eMMA #:

Bid/Proposal Affidavit

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentC-Bid_Proposal-Affidavit.pdf.

Minority Business Enterprise (MBE) Forms

[If this solicitation does not include an MBE goal, enter only the following sentence for this Attachment and delete the rest of these “D” Attachments.]

This solicitation does not include a Minority Business Enterprise (MBE) subcontractor participation goal.

[If this solicitation does include an MBE goal, include the following language. Agency should insert the participation goal and subgoal amounts from the PRG and Subgoal Worksheet in the blanks below and delete any of the subgoals that do not apply to this solicitation and then delete these instructions.]

See link at https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentDMBE-Forms-1.pdf.

This solicitation includes a Minority Business Enterprise (MBE) participation goal of _____ percent and all of the following subgoals:

percent for African American-owned MBE firms;

percent for Hispanic American-owned MBE firms;

percent for Asian American-owned MBE firms;

percent for Women-owned MBE firms.

[If this solicitation does not include MBE subgoals, remove the subgoal list and change the end of the sentence to say “and no subgoals.”]

Veteran-Owned Small Business Enterprise (VSBE) Forms

[If this solicitation does not include a VSBE goal (see IFB Section 4.27), enter only the following sentence for this Attachment and delete the rest of these “E” Attachments.]

This solicitation does not include a Veteran-Owned Small Business Enterprise goal.

[If this solicitation does include a VSBE goal (see IFB Section 4.27), enter the following language for these Attachments. Agency should insert the participation goal amount from the PRG, then delete these instructions.]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentE-VSBEForms.pdf.

This solicitation includes a VSBE participation goal of ____%.

Maryland Living Wage Affidavit of Agreement for Service Contracts

[[If this solicitation does not meet the living wage requirements (see item A below) delete the content under this heading and the Living Wage Affidavit form, leaving only the following sentence for this Attachment:]]

This solicitation does not require a Living Wage Affidavit of Agreement.

[[If this solicitation requires living wage affidavit of agreement, enter the following language for these Attachments:]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentF-LivingWageAffidavit.pdf to complete the Affidavit.

A.	This contract is subject to the Living Wage requirements under Md. Code Ann., State Finance and Procurement Article, Title 18, and the regulations proposed by the Commissioner of Labor and Industry (Commissioner). 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.

B.	The Living Wage Law does not apply to:

(1)	A Contractor who:

(a)	Has a State contract for services valued at less than $100,000, or

(b)	Employs 10 or fewer employees and has a State contract for services valued at less than $500,000.

(2)	A subcontractor who:

(a)	Performs work on a State contract for services valued at less than $100,000,

(b)	Employs 10 or fewer employees and performs work on a State contract for services valued at less than $500,000, or

(c)	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)	Services with a Public Service Company;

(b)	Services with a nonprofit organization;

(c)	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

(d)	Services between a Unit and a County or Baltimore City.

C.	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.

D.	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 Md. Code Ann., State Finance and Procurement Article, Title 18.

E.	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.

F.	The Commissioner 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.

G.	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 Md. Code Ann., State Finance and Procurement Article, §18-103(c), shall not lower an employee’s wage rate below the minimum wage as set in Md. Code Ann., Labor and Employment Article, §3-413. 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.

H.	A Contractor/subcontractor may reduce the wage rates paid under Md. Code Ann., State Finance and Procurement Article, §18-103(a), 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 Md. Code Ann., Labor and Employment Article, §3-413.

I.	Under Md. Code Ann., State Finance and Procurement Article, Title 18, if the Commissioner determines that the Contractor/subcontractor violated a provision of this title or regulations of the Commissioner, the Contractor/subcontractor shall pay 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.

J.	Information pertaining to reporting obligations may be found by going to the Division of Labor and Industry website http://www.dllr.state.md.us/labor/prev/livingwage.shmtl and clicking on Living Wage for State Service Contracts.

Federal Funds Attachments

[[If this solicitation does not include federal funding (see IFB Section 4.29), enter only the following sentence for this Attachment and delete the rest of these “G” Attachments.]]

This solicitation does not include a Federal Funds Attachment.

[[If this solicitation does include federal funding (see IFB Section 4.29), enter the language below for these Attachments. Note that the Procurement Officer should check to see if there are any additional requirements or restrictions relative to the applicable federal funding source, and should incorporate such additions into the solicitation as necessary.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentG-FederalFundsAttachment.pdf.

Conflict of Interest Affidavit and Disclosure

[[If this solicitation does not require a Conflict of Interest Affidavit and Disclosure (see IFB Section 4.30), enter only the following sentence for this Attachment and delete the rest.]]

This solicitation does not require a Conflict of Interest Affidavit and Disclosure.

[[If this solicitation does require a Conflict of Interest Affidavit and Disclosure (see IFB Section 4.30), enter the following language for this Attachment.]]

See link at https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentH-Conflict-of-InterestAffidavit.pdf.

Non-Disclosure Agreement (Contractor)

[[If this solicitation does not require a Non-Disclosure Agreement (see IFB Section 4.31), enter only the following sentence for this Attachment and delete the rest. As mentioned in 4.31, NDAs are strongly recommended.]]

This solicitation does not require a Non-Disclosure Agreement.

[[If this solicitation does require a Non-Disclosure Agreement (see IFB Section 4.31), enter the following language for this Attachment.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-I-Non-DisclosureAgreementContractor.pdf.

HIPAA Business Associate Agreement

[[If this solicitation does not require a HIPAA Business Associate Agreement (IFB see Section 4.32), enter only the following sentence for this Attachment and delete the rest.]]

This solicitation does not require a HIPAA Business Associate Agreement.

[[If this solicitation does require a HIPAA Business Associate Agreement (see IFB Section 4.32, enter the following language for this Attachment.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-J-HIPAABusinessAssociateAgreement.pdf.

Mercury Affidavit

[[If this solicitation does not include the procurement of products known to likely include mercury as a component (see IFB Section 4.34), enter only the following sentence for this Attachment and delete the rest. For IT purchases, a Mercury Affidavit is required when any equipment is purchased by the State.]]

This solicitation does not include the procurement of products known to likely include mercury as a component.

[[If this solicitation does include the procurement of products known to likely include mercury as a component (see IFB Section 4.34), enter the following language for this Attachment.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-K-MercuryAffidavit.pdf.

Location of the Performance of Services Disclosure

[[If this procurement is not anticipated to have an estimated value of $2,000,000.00 or more (see IFB Section 4.35), enter only the following sentence for this Attachment and delete the rest.]]

This solicitation does not require a Location of the Performance of Services Disclosure.

[[If this procurement is anticipated to have an estimated value of $2,000,000.00 or more (see IFB Section 4.35), enter the following language for this Attachment.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-L-PerformanceofServicesDisclosure.pdf.

Contract

<<ISSUINGAGENCYNAME>> (<<ISSUINGAGENCYACRONYM>>)

“<<solicitationTitle>>”

<<solicitationNumber>>

THIS CONTRACT (the “Contract”) is made this ____ day of _______________, 20___ by and between ________________ (the “Contractor”) [and Parental Guarantor, if applicable] and the STATE OF MARYLAND, acting through the MARYLAND <<ISSUINGAGENCYNAME>> (“<<ISSUINGAGENCYACRONYM>>” or the “<<typeofAgency>>”).

In consideration of the promises and the covenants herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1.	Definitions

In this Contract, the following words have the meanings indicated:

1.1	“Bid” means the Contractor’s Bid dated _________ (Bid date).

1.2	“COMAR” means Code of Maryland Regulations.

1.3	“Contractor” means the entity first named above whose principal business address is (Contractor’s primary address) and whose principal office in Maryland is (Contractor’s local address), whose Federal Employer Identification Number or Social Security Number is (Contractor’s FEIN), and whose eMaryland Marketplace Advantage vendor ID number is (eMMA Number).

1.4	“IFB” means the Invitation for Bids for <<solicitationTitle>>, Solicitation # <<solicitationNumber>>, and any amendments, addenda, and attachments thereto issued in writing by the State.

1.5	Minority Business Enterprise (MBE) – Any legal entity certified as defined at COMAR 21.01.02.01B (54) which is certified by the Maryland Department of Transportation under COMAR 21.11.03.

1.6	“State” means the State of Maryland.

1.7	“Veteran-owned Small Business Enterprise” (VSBE) means A business that is verified by the Center for Verification and Evaluation (CVE) of the United States Department of Veterans Affairs as a veteran-owned small business. See Code of Maryland Regulations (COMAR) 21.11.13.

1.8	Capitalized terms not defined herein shall be ascribed the meaning given to them in the IFB.

2.	Scope of Contract

2.1	The Contractor shall perform in accordance with this Contract and Exhibits A-D, which are listed below and incorporated herein by reference. If there is any conflict between this Contract and the Exhibits, the terms of the Contract shall control. If there is any conflict among the Exhibits, the following order of precedence shall determine the prevailing provision:

Exhibit A – The IFB

Exhibit B – The Contract Affidavit, executed by the Contractor and dated (date of Attachment C)

Exhibit C – The Bid

2.2	The Procurement Officer may, at any time, by written order, make unilateral changes in the work within the general scope of the Contract. No other order, statement, or conduct of the Procurement Officer or any other person shall be treated as a change or entitle the Contractor to an equitable adjustment under this section. Except as otherwise provided in this Contract, if any change under this section causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work, whether or not changed by the order, an equitable adjustment in the Contract price shall be made and the Contract modified in writing accordingly. The Contractor must assert in writing its right to an adjustment under this section within thirty (30) days of receipt of written change order and shall include a written statement setting forth the nature and cost of such claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract. Failure to agree to an adjustment under this section shall be a dispute under the Disputes clause. Nothing in this section shall excuse the Contractor from proceeding with the Contract as changed.

2.3	Without limiting the rights of the Procurement Officer under Section 2.2 above, the Contract may be modified by mutual agreement of the parties, provided: (a) the modification is made in writing; (b) all parties sign the modification; and (c) all approvals by the required agencies as described in COMAR Title 21, are obtained.

3.	Period of Performance

3.1	The term of this Contract begins on the date the Contract is signed by the <<typeofAgency>> following any required prior approvals, including approval by the Board of Public Works, if such approval is required (the “Effective Date”) and shall continue until ______________ (“Initial Term”).

3.2	In its sole discretion, the <<typeofAgency>> shall have the unilateral right to extend the Contract for <<enter the number of periods >>, successive <<enter the length of the period>> - <<select either year(s), month(s), or day(s)>> renewal options (each a “Renewal Term”) at the prices established in the Contract. “Term” means the Initial Term and any Renewal Term(s). [[Delete this section if there are no Option Years, and change the numbering of the next section to 3.2]]

3.3.	The Contractor’s performance under the Contract shall commence as of the date provided in a written NTP.

3.4	The Contractor’s obligation to pay invoices to subcontractors providing products/services in connection with this Contract, as well as the audit; confidentiality; document retention; patents, copyrights & intellectual property; warranty; indemnification obligations; and limitations of liability under this Contract; and any other obligations specifically identified, shall survive expiration or termination of the Contract.

4.	Consideration and Payment

4.1	In consideration of the satisfactory performance of the work set forth in this Contract, the <<typeofAgency>> shall pay the Contractor in accordance with the terms of this Contract and at the prices quoted in the Bid. Unless properly modified (see above Section 2), payment to the Contractor pursuant to this Contract, including the Initial Term and any Renewal Term, shall not exceed the Contracted amount.

[[Use this paragraph for a fixed price contract or a contract that has a fixed price component.]]The total payment under a fixed price Contract or the fixed price element of a combined fixed price – time and materials Contract shall be the firm fixed price submitted by the Contractor in its Bid.

[[Use this paragraph for a contract with a time and materials component or has an indefinite quantity (IDIQ) component.]]For time and materials Contracts, IDIQ Contracts, or Contracts which include either or both a time and materials or IDIQ element(s), total payments to the Contractor pursuant to this Contract for the time and materials and IDIQ portion(s) may not exceed $_________________ (the “NTE Amount”), which includes $_______________ for the Initial Term[[If one or more option periods exist, then include:]] and $_____________ for the Renewal Term(s).

[[Use this paragraph for a contract with a time and materials component, labor hour component, or has an indefinite quantity (IDIQ) component]] Contractor shall notify the Contract Monitor, in writing, at least sixty (60) days before payments reach the NTE Amount. After notification by the Contractor, if the State fails to increase the Contract amount, the Contractor shall have no obligation to perform under this Contract after payments reach the stated amount; provided, however, that, prior to the stated amount being reached, the Contractor shall: (a) promptly consult and work in good faith with the <<typeofAgency>> to establish a plan of action to assure that every reasonable effort is undertaken by the Contractor to complete State-defined critical work in progress prior to the date the NTE Amount will be reached; and (b) when applicable secure databases, systems, platforms, and applications on which the Contractor is working in an industry standard manner so as to prevent damage or vulnerabilities to any of the same due to the existence of any such unfinished work.

4.2	Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the <<typeofAgency>>’s receipt of a proper invoice from the Contractor as required by IFB section 3.3.

The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if:

(1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State’s payment of the amount on which the interest accrued; and

(2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland.

The State is not liable for interest:

(1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or

(2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only 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.

Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid.

Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption.

4.3	In addition to any other available remedies, if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.

4.4	Payment of an invoice by the <<typeofAgency>> is not evidence that services were rendered as required under this Contract.

5.	Rights to Records

5.1	The Contractor agrees that all documents and materials including, but not limited to, software, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, mechanical, artwork, computations, and data prepared by the Contractor for purposes of this Contract shall be the sole property of the State and shall be available to the State at any time. The State shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

5.2	The Contractor agrees that at all times during the term of this Contract and thereafter, works created as a Deliverable under this Contract (as defined in Section 7.2), and services performed under this Contract shall be “works made for hire” as that term is interpreted under U.S. copyright law. To the extent that any products created as a Deliverable under this Contract are not works made for hire for the State, the Contractor hereby relinquishes, transfers, and assigns to the State all of its rights, title, and interest (including all intellectual property rights) to all such products created under this Contract, and will cooperate reasonably with the State in effectuating and registering any necessary assignments.

5.3	The Contractor shall report to the Contract Monitor, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this Contract.

5.4	The Contractor shall not affix any restrictive markings upon any data, documentation, or other materials provided to the State hereunder and if such markings are affixed, the State shall have the right at any time to modify, remove, obliterate, or ignore such warnings.

5.5	Upon termination or expiration of the Contract, the Contractor, at its own expense, shall deliver any equipment, software or other property provided by the State to the place designated by the Procurement Officer.

6.	Exclusive Use

6.1	The State shall have the exclusive right to use, duplicate, and disclose any data, information, documents, records, or results, in whole or in part, in any manner for any purpose whatsoever, that may be created or generated by the Contractor in connection with this Contract. If any material, including software, is capable of being copyrighted, the State shall be the copyright owner and Contractor may copyright material connected with this project only with the express written approval of the State.

6.2	Except as may otherwise be set forth in this Contract, Contractor shall not use, sell, sub-lease, assign, give, or otherwise transfer to any third party any other information or material provided to Contractor by the <<typeofAgency>> or developed by Contractor relating to the Contract, except as provided for in Section 8. Confidential or Proprietary Information and Documentation.

7.	Patents, Copyrights, and Intellectual Property

7.1.	All copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the Effective Date of this Contract shall belong to the party that owned such rights immediately prior to the Effective Date (“Pre-Existing Intellectual Property”). If any design, device, material, process, or other item provided by Contractor is covered by a patent or copyright or which is proprietary to or a trade secret of another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items pursuant to its rights granted under the Contract.

7.2	Except for (1) information created or otherwise owned by the <<typeofAgency>> or licensed by the <<typeofAgency>> from third parties, including all information provided by the <<typeofAgency>> to Contractor; (2) materials created by Contractor or its subcontractor(s) specifically for the State under the Contract (“Deliverables”), except for any Contractor Pre-Existing Intellectual Property included therein; and (3) the license rights granted to the State, all right, title, and interest in the intellectual property embodied in the solution, including the know-how and methods by which the solution is provided and the processes that make up the solution, will belong solely and exclusively to Contractor and its licensors, and the <<typeofAgency>> will have no rights to the same except as expressly granted in this Contract. Any SaaS Software developed by Contractor during the performance of the Contract will belong solely and exclusively to Contractor and its licensors. For all Software provided by the Contractor under the Contract, Contractor hereby grants to the State a nonexclusive, irrevocable, unlimited, perpetual, non-cancelable, and non-terminable right to use and make copies of the Software and any modifications to the Software. For all Contractor Pre-Existing Intellectual Property embedded in any Deliverables, Contractor grants to the State a license to use such Contractor Pre-Existing Intellectual Property in connection with its permitted use of such Deliverable. During the period between delivery of a Deliverable by Contractor and the date of payment therefor by the State in accordance with this Contract (including throughout the duration of any payment dispute discussions), subject to the terms and conditions contained herein, Contractor grants the State a royalty-free, non-exclusive, limited license to use such Deliverable and to use any Contractor Materials contained therein in accordance with this Contract.

7.3.	Subject to the terms of Section 10, Contractor shall defend, indemnify and hold harmless the State and its agents and employees, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any third party claim that the Contractor-provided products/services infringe, misappropriate or otherwise violate any third party intellectual property rights. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s rights or interests, without the State’s prior written consent.

7.4	Without limiting Contractor’s obligations under Section 5.3, if an infringement claim occurs, or if the State or the Contractor believes such a claim is likely to occur, Contractor (after consultation with the State and at no cost to the State): (a) shall procure for the State the right to continue using the allegedly infringing component or service in accordance with its rights under this Contract; or (b) replace or modify the allegedly infringing component or service so that it becomes non-infringing and remains compliant with all applicable specifications.

7.5	Except as otherwise provided herein, Contractor shall not acquire any right, title or interest (including any intellectual property rights subsisting therein) in or to any goods, Software, technical information, specifications, drawings, records, documentation, data or any other materials (including any derivative works thereof) provided by the State to the Contractor. Notwithstanding anything to the contrary herein, the State may, in its sole and absolute discretion, grant the Contractor a license to such materials, subject to the terms of a separate writing executed by the Contractor and an authorized representative of the State as well as all required State approvals.

7.6	Without limiting the generality of the foregoing, neither Contractor nor any of its subcontractors shall use any Software or technology in a manner that will cause any patents, copyrights or other intellectual property which are owned or controlled by the State or any of its affiliates (or for which the State or any of its subcontractors has received license rights) to become subject to any encumbrance or terms and conditions of any third party or open source license (including, without limitation, any open source license listed on http://www.opensource.org/licenses/alphabetical) (each an “Open Source License”). These restrictions, limitations, exclusions and conditions shall apply even if the State or any of its subcontractors becomes aware of or fails to act in a manner to address any violation or failure to comply therewith. No act by the State or any of its subcontractors that is undertaken under this Contract as to any Software or technology shall be construed as intending to cause any patents, copyrights or other intellectual property that are owned or controlled by the State (or for which the State has received license rights) to become subject to any encumbrance or terms and conditions of any open source license.

7.7	The Contractor shall report to the <<typeofAgency>>, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all Deliverables delivered under this Contract.

7.8	The Contractor shall not affix (or permit any third party to affix), without the <<typeofAgency>>’s consent, any restrictive markings upon any Deliverables that are owned by the State, and if such markings are affixed, the <<typeofAgency>> shall have the right at any time to modify, remove, obliterate, or ignore such warnings.

8.	Confidential or Proprietary Information and Documentation

8.1	Subject to the Maryland Public Information Act and any other applicable laws including, without limitation, HIPAA, the HI-TECH Act, and the Maryland Medical Records Act and regulations promulgated pursuant thereto, all confidential or proprietary information and documentation relating to either party (including without limitation, any information or data stored within the Contractor’s computer systems or cloud infrastructure, if applicable) shall be held in confidence by the other party. Each party shall, however, be permitted to disclose, as provided by and consistent with applicable law, relevant confidential information to its officers, agents, and Contractor Personnel to the extent that such disclosure is necessary for the performance of their duties under this Contract. Each officer, agent, and Contractor Personnel to whom any of the State’s confidential information is to be disclosed shall be advised by Contractor provided that each officer, agent, and Contractor Personnel to whom any of the State’s confidential information is to be disclosed shall be advised by Contractor of the obligations hereunder, and bound by, confidentiality at least as restrictive as those of set forth in this Contract..

8.2	The provisions of this section shall not apply to information that: (a) is lawfully in the public domain; (b) has been independently developed by the other party without violation of this Contract; (c) was already rightfully in the possession of such party; (d) was supplied to such party by a third party lawfully in possession thereof and legally permitted to further disclose the information; or (e) which such party is required to disclose by law.

9.	Loss of Data

9.1	In the event of loss of any State data or records where such loss is due to the act or omission of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for restoring or recreating, as applicable, such lost data in the manner and on the schedule set by the Contract Monitor. The Contractor shall ensure that all data is backed up and recoverable by the Contractor. At no time shall any Contractor actions (or any failures to act when Contractor has a duty to act) damage or create any vulnerabilities in data bases, systems, platforms, and applications with which the Contractor is working hereunder.

9.2	In accordance with prevailing federal or state law or regulations, the Contractor shall report the loss of non-public data as directed in IFB Section 3.7.

9.3	Protection of data and personal privacy (as further described and defined in IFB Section 3.8) shall be an integral part of the business activities of the Contractor to ensure there is no inappropriate or unauthorized use of State information at any time. To this end, the Contractor shall safeguard the confidentiality, integrity and availability of State information and comply with the conditions identified in IFB Section 3.7.

10.	Indemnification and Notification of Legal Requests

10.1.	At its sole cost and expense, Contractor shall (i) indemnify and hold the State, its employees and agents harmless from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to the Contractor’s, or any of its subcontractors’, performance of this Contract and (ii) cooperate, assist, and consult with the State in the defense or investigation of any such claim, demand, action or suit. Contractor shall not enter into any settlement involving third party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s rights or interests, without the State’s prior written consent.

10.2.	The State has no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement Officer of any such claims, demands, actions, or suits.

10.3.	Notification of Legal Requests. In the event the Contractor receives a subpoena or other validly issued administrative or judicial process, or any discovery request in connection with any litigation, requesting State Pre-Existing Intellectual Property, of other information considered to be the property of the State, including but not limited to State data stored with or otherwise accessible by the Contractor, the Contractor shall not respond to such subpoena, process or other legal request without first notifying the State, unless prohibited by law from providing such notice The Contractor shall promptly notify the State of such receipt providing the State with a reasonable opportunity to intervene in the proceeding before the time that Contractor is required to comply with such subpoena, other process or discovery request. .

11.	Non-Hiring of Employees

No official or employee of the State, as defined under Md. Code Ann., General Provisions Article, § 5-101, whose duties as such official or employee include matters relating to or affecting the subject matter of this Contract, shall, during the pendency and term of this Contract and while serving as an official or employee of the State, become or be an employee of the Contractor or any entity that is a subcontractor on this Contract.

12.	Disputes

This Contract shall be subject to the provisions of Md. Code Ann., State Finance and Procurement Article, Title 15, Subtitle 2, and COMAR 21.10 (Administrative and Civil Remedies). Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the Contract in accordance with the Procurement Officer’s decision. Unless a lesser period is provided by applicable statute, regulation, or the Contract, the Contractor must file a written notice of claim with the Procurement Officer within thirty (30) days after the basis for the claim is known or should have been known, whichever is earlier. Contemporaneously with or within thirty (30) days of the filing of a notice of claim, but no later than the date of final payment under the Contract, the Contractor must submit to the Procurement Officer its written claim containing the information specified in COMAR 21.10.04.02.

13.	Maryland Law Prevails

13.1	This Contract shall be construed, interpreted, and enforced according to the laws of the State of Maryland.

13.2	The Maryland Uniform Computer Information Transactions Act (Commercial Law Article, Title 22 of the Annotated Code of Maryland) does not apply to this Contract or any purchase order, task order, or Notice to Proceed issued thereunder, or any software, or any software license acquired hereunder.

13.3	Any and all references to the Maryland Code, annotated and contained in this Contract shall be construed to refer to such Code sections as are from time to time amended.

14.	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, sexual orientation, gender identification, marital status, national origin, ancestry, genetic information, or any otherwise unlawful use of characteristics, or disability of a qualified individual with a disability unrelated in nature and extent so as to reasonably preclude the performance of the employment, or the individual’s refusal to submit to a genetic test or make available the results of a genetic test; (b) to include a provision similar to that contained in subsection (a), above, in any underlying 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.

15.	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 to solicit or secure the Contract, and that the Contractor 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 Contract.

16.	Non-Availability of Funding

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 State’s 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 Contractor and the State 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 nonrecurring costs incurred but not amortized in the price of the Contract. The State 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.

17.	Termination for Default

If the Contractor fails to fulfill its obligations under this Contract properly and on time, fails to provide any required annual and renewable bond 30 days prior to expiration of the current bond then in effect, or otherwise violates any provision of the Contract, the State may terminate the Contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at the State’s option, become the State’s property. The State shall pay the Contractor fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by the Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and the State can affirmatively collect damages. Termination hereunder, including the termination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.

18.	Termination for Convenience

The performance of work under this Contract may be terminated by the State in accordance with this clause in whole, or from time to time in part, whenever the State shall determine that such termination is in the best interest of the State. The State will pay all reasonable costs associated with this Contract that the Contractor has incurred up to the date of termination, and all reasonable costs associated 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 COMAR 21.07.01.12A (2).

19.	Delays and Extensions of Time

19.1	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.

19.2	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.

20.	Suspension of Work

The State unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of its performance for such period of time as the Procurement Officer may determine to be appropriate for the convenience of the State.

21.	Pre-Existing Regulations

In accordance with the provisions of Section 11-206 of the State Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth in Title 21 of the Code of Maryland Regulations (COMAR 21) in effect on the date of execution of this Contract are applicable to this Contract.

22.	Financial Disclosure

The Contractor shall comply with the provisions of Section13-221 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 or its agencies during a calendar year under which the business is to receive in the aggregate, $200,000 or more, shall within 30 days of the time when the aggregate value of these contracts, leases or other agreements reaches $200,000, file with the Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business.

23.	Political Contribution Disclosure

The Contractor shall comply with Election Law Article, Title 14, Annotated Code of Maryland, which requires that every person that enters into a procurement contract with the State, a county, or a municipal corporation, or other political subdivision of the State, during a calendar year in which the person receives a contract with a governmental entity in the amount of $200,000 or more, shall file with the State Board of Elections statements disclosing: (a) any contributions made during the reporting period to a candidate for elective office in any primary or general election; and (b) the name of each candidate to whom one or more contributions in a cumulative amount of $500 or more were made during the reporting period. The statement shall be filed with the State Board of Elections: (a) before execution of a contract by the State, a county, a municipal corporation, or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on or before: (i) May 31, to cover the six (6) month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October 31. Additional information is available on the State Board of Elections website: http://www.elections.state.md.us/campaign_finance/index.html.

24.	Retention of Records

The Contractor and subcontractors shall retain and maintain all records and documents in any way relating to this Contract for (i) three (3) years after final payment by the State hereunder, or (ii) any applicable federal or State retention requirements (such as HIPAA) or condition of award, , whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, as designated by the Procurement Officer, at all reasonable times. The Contractor shall provide copies of all documents requested by the State, including, but not limited to itemized billing documentation containing the dates, hours spent and work performed by the Contractor and its subcontractors under the Contract. All records related in any way to the Contract are to be retained for the entire time provided under this section.

25.	Right to Audit

25.1	The State reserves the right, at its sole discretion and at any time, to perform an audit of the Contractor’s performance under this Contract. An audit is defined as a planned and documented independent activity performed by qualified personnel, including but not limited to State and federal auditors, to determine by investigation, examination, or evaluation of objective evidence from data, statements, records, operations and performance practices (financial or otherwise) the Contractor’s compliance with the Contract, including but not limited to adequacy and compliance with established procedures and internal controls over the services performed pursuant to the Contract.

25.2	Upon three (3) Business Days’ notice, the State shall be provided reasonable access to Contractor’s records to perform any such audits. The <<typeofAgency>> may conduct these audits with any or all of its own internal resources or by securing the services of a third party accounting or audit firm, solely at the <<typeofAgency>>’s election. The <<typeofAgency>> may copy any record related to the services performed pursuant to the Contract. The Contractor agrees to fully cooperate and assist in any audit conducted by or on behalf of the State, including, by way of example only, making records and employees available as, where, and to the extent requested by the State and by assisting the auditors in reconciling any audit variances. Contractor shall not be compensated for providing any such cooperation and assistance.

25.3	The right to audit shall include any of the Contractor’s subcontractors including but not limited to any lower tier subcontractor(s). The Contractor shall ensure the <<typeofAgency>> has the right to audit such subcontractor(s).

26.	Compliance with Laws

The Contractor hereby represents and warrants that:

It is qualified to do business in the State and that it will take such action as, from time to time hereafter, may be necessary to remain so qualified;

It is not in arrears with respect to the payment of any monies due and owing the State, 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;

It shall comply with all federal, State and local laws, regulations, and ordinances applicable to its activities and obligations under this Contract; and

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.

27.	Cost and Price Certification

27.1	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 the date of its Bid.

27.2	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 of its Bid, was inaccurate, incomplete, or not current.

28.	Subcontracting; Assignment

The Contractor may not subcontract any of its obligations under this Contract without obtaining the prior written approval of the Procurement Officer, nor may the Contractor assign this Contract or any of its rights or obligations hereunder, without the prior written approval of the Procurement Officer, each at the State’s sole and absolute discretion; provided, however, that a Contractor may assign monies receivable under a contract after written notice to the State. Any subcontracts shall include such language as may be required in various clauses contained within this Contract, exhibits, and attachments. The Contract shall not be assigned until all approvals, documents, and affidavits are completed and properly registered. The State shall not be responsible for fulfillment of the Contractor’s obligations to its subcontractors.

29.	Limitations of Liability

29.1	Contractor shall be liable for any loss or damage to the State occasioned by the acts or omissions of Contractor, its subcontractors, agents or employees as follows:

(a)	For infringement of patents, trademarks, trade secrets and copyrights as provided in Section 7 “Patents, Copyrights, Intellectual Property” of this Contract;

(b)	Without limitation for damages for bodily injury (including death) and damage to real property and tangible personal property; and

(c)	For all other claims, damages, loss, costs, expenses, suits or actions in any way related to this Contract and regardless of the basis on which the claim is made, Contractor’s liability shall not exceed <<two (2) >>times the total value of the Contract or $1,000,000, whichever is greater. The above limitation of liability is per incident. [[Include for IT contracts.]]

[[OR]]

(c)	For all other claims, damages, loss, costs, expenses, suits or actions in any way related to this Contract and regardless of the basis on which the claim is made, Contractor’s liability shall be unlimited. [[Include for non-IT contracts.]]

29.2	Contractor’s indemnification obligations for Third party claims arising under Section 10 (“Indemnification”) of this Contract are included in this limitation of liability only if the State is immune from liability. Contractor’s indemnification liability for third party claims arising under Section 10 of this Contract shall be unlimited if the State is not immune from liability for claims arising under Section 10.

29.3.	In no event shall the existence of a subcontract operate to release or reduce the liability of Contractor hereunder. For purposes of this Contract, Contractor agrees that all subcontractors are agents of Contractor and Contractor is responsible for performance of the services and compliance with the relevant obligations hereunder by its subcontractors.

30.	Commercial Nondiscrimination

30.1	As a condition of entering into this Contract, Contractor represents and warrants that it will comply with the State’s Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland. As part of such compliance, Contractor may not discriminate on the basis of race, color, religion, ancestry, national origin, sex, age, marital status, sexual orientation, sexual identity, genetic information or an individual’s refusal to submit to a genetic test or make available the results of a genetic test or on the basis of disability, or otherwise unlawful forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall Contractor retaliate against any person for reporting instances of such discrimination. Contractor shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that this clause does not prohibit or limit lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the marketplace. Contractor understands that a material violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of Contractor from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

30.3	As a condition of entering into this Contract, upon the request of the Commission on Civil Rights, and only after the filing of a complaint against Contractor under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland, as amended from time to time, Contractor agrees to provide within 60 days after the request a complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past four (4) years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by Contractor on each subcontract or supply contract. Contractor further agrees to cooperate in any investigation conducted by the State pursuant to the State Commercial Nondiscrimination Policy as set forth under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland, and to provide any documents relevant to any investigation that are requested by the State. Contractor understands that violation of this clause is a material breach of this Contract and may result in Contract termination, disqualification by the State from participating in State contracts, and other sanctions.

30.4	The Contractor shall include the language from 30.1, or similar clause approved in writing by the <<typeofAgency>>, in all subcontracts.

31.	Prompt Pay Requirements

31.1	If the Contractor withholds payment of an undisputed amount to its subcontractor, the <<typeofAgency>>, at its option and in its sole discretion, may take one or more of the following actions:

(a)	Not process further payments to the Contractor until payment to the subcontractor is verified;

(b)	Suspend all or some of the Contract work without affecting the completion date(s) for the Contract work;

(c)	Pay or cause payment of the undisputed amount to the subcontractor from monies otherwise due or that may become due to the Contractor;

(d)	Place a payment for an undisputed amount in an interest-bearing escrow account; or

(e)	Take other or further actions as appropriate to resolve the withheld payment.

31.2	An “undisputed amount” means an amount owed by the Contractor to a subcontractor for which there is no good faith dispute. Such “undisputed amounts” include, without limitation: (a) retainage which had been withheld and is, by the terms of the agreement between the Contractor and subcontractor, due to be distributed to the subcontractor; and (b) an amount withheld because of issues arising out of an agreement or occurrence unrelated to the agreement under which the amount is withheld.

31.3	An act, failure to act, or decision of a Procurement Officer or a representative of the <<typeofAgency>> concerning a withheld payment between the Contractor and a subcontractor under this section 31, may not:

(a)	Affect the rights of the contracting parties under any other provision of law;

(b)	Be used as evidence on the merits of a dispute between the <<typeofAgency>> and the Contractor in any other proceeding; or

(c)	Result in liability against or prejudice the rights of the <<typeofAgency>>.

31.4	The remedies enumerated above are in addition to those provided under COMAR 21.11.03.13 with respect to subcontractors that have contracted pursuant to the MBE program.

31.5	To ensure compliance with certified MBE subcontract participation goals, the <<typeofAgency>>may, consistent with COMAR 21.11.03.13, take the following measures:

(a)	Verify that the certified MBEs listed in the MBE participation schedule actually are performing work and receiving compensation as set forth in the MBE participation schedule. This verification may include, as appropriate:

i.	Inspecting any relevant records of the Contractor;

ii.	Inspecting the jobsite; and

iii.	Interviewing subcontractors and workers.

Verification shall include a review of:

i.	The Contractor’s monthly report listing unpaid invoices over thirty (30) days old from certified MBE subcontractors and the reason for nonpayment; and

ii.	The monthly report of each certified MBE subcontractor, which lists payments received from the Contractor in the preceding thirty (30) days and invoices for which the subcontractor has not been paid.

(b)	If the <<typeofAgency>> determines that the Contractor is not in compliance with certified MBE participation goals, then the <<typeofAgency>> will notify the Contractor in writing of its findings, and will require the Contractor to take appropriate corrective action. Corrective action may include, but is not limited to, requiring the Contractor to compensate the MBE for work performed as set forth in the MBE participation schedule.

(c)	If the <<typeofAgency>> determines that the Contractor is in material noncompliance with MBE Contract provisions and refuses or fails to take the corrective action that the <<typeofAgency>> requires, then the <<typeofAgency>> may:

i.	Terminate the Contract;

ii.	Refer the matter to the Office of the Attorney General for appropriate action; or

iii.	Initiate any other specific remedy identified by the Contract, including the contractual remedies required by any applicable laws, regulations, and directives regarding the payment of undisputed amounts.

(d)	Upon completion of the Contract, but before final payment or release of retainage or both, the Contractor shall submit a final report, in affidavit form under the penalty of perjury, of all payments made to, or withheld from, MBE subcontractors.

32.	Living Wage

If a Contractor subject to the Living Wage law fails to submit all records required under COMAR 21.11.10.05 to the Commissioner of Labor and Industry at the Department of Labor, Licensing and Regulation, the <<typeofAgency>> may withhold payment of any invoice or retainage. The <<typeofAgency>> may require certification from the Commissioner on a quarterly basis that such records were properly submitted.

33.	Use of Estimated Quantities

Unless specifically indicated otherwise in the State’s solicitation or other controlling documents related to the Scope of Work, any sample amounts provided are estimates only and the <<typeofAgency>> does not guarantee a minimum or maximum number of units or usage in the performance of this Contract.

34.	Risk of Loss; Transfer of Title

Risk of loss for conforming supplies, equipment, materials and Deliverables furnished to the State hereunder shall remain with the Contractor until such supplies, equipment, materials and Deliverables are received and accepted by the State, following which, title shall pass to the State.

35.	Effect of Contractor Bankruptcy

All rights and licenses granted by the Contractor under this Contract are and shall be deemed to be rights and licenses to “intellectual property,” and the subject matter of this Contract, including services, is and shall be deemed to be “embodiments of intellectual property” for purposes of and as such terms are used and interpreted under § 365(n) of the United States Bankruptcy Code (“Code”) (11 U.S.C. § 365(n) (2010)). The State has the right to exercise all rights and elections under the Code and all other applicable bankruptcy, insolvency and similar laws with respect to this Contract (including all executory statement of works). Without limiting the generality of the foregoing, if the Contractor or its estate becomes subject to any bankruptcy or similar proceeding: (a) subject to the State’s rights of election, all rights and licenses granted to the State under this Contract shall continue subject to the respective terms and conditions of this Contract; and (b) the State shall be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property and embodiments of intellectual property, and the same, if not already in the State’s possession, shall be promptly delivered to the State, unless the Contractor elects to and does in fact continue to perform all of its obligations under this Contract.

36.	Miscellaneous

36.1	Any provision of this Contract which contemplates performance or observance subsequent to any termination or expiration of this Contract shall survive termination or expiration of this Contract and continue in full force and effect.

36.2	If any term contained in this Contract is held or finally determined to be invalid, illegal, or unenforceable in any respect, in whole or in part, such term shall be severed from this Contract, and the remaining terms contained herein shall continue in full force and effect, and shall in no way be affected, prejudiced, or disturbed thereby.

36.3	The headings of the sections contained in this Contract are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Contract.

36.4	This Contract may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile or other electronic means, e,g, and not by way of limitation, in Adobe .PDF sent by electronic mail, shall be deemed to be original signatures.

37.	Contract Monitor and Procurement Officer

37.1	The State representative for this Contract who is primarily responsible for Contract administration functions, including issuing written direction, invoice approval, monitoring this Contract to ensure compliance with the terms and conditions of the Contract, monitoring MBE and VSBE compliance, and achieving completion of the Contract on budget, on time, and within scope. The Contract Monitor may authorize in writing one or more State representatives to act on behalf of the Contract Monitor in the performance of the Contract Monitor’s responsibilities. The <<typeofAgency>> may change the Contract Monitor at any time by written notice to the Contractor.

37.2	The Procurement Officer has responsibilities as detailed in the Contract, and is the only State representative who can authorize changes to the Contract. The <<typeofAgency>> may change the Procurement Officer at any time by written notice to the Contractor.

38.	Notices

All notices hereunder shall be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, as follows:

If to the State:

<<contractMonitorName>>

<<contractManagerAddress>>

Phone Number: <<contractManagerPhoneNumber>>

E-Mail: <<contractManagere-mail>>

With a copy to:

<<procurementOfficerName>>

<<issuingAgencyName>> (<<ISSUINGAGENCYACRONYM>>)

<<procurementOfficerAddress>>

Phone Number: <<procurementOfficerPhoneNumber>>

E-Mail: <<procurementOfficerE-mail>>

If to the Contractor:

(Contractor’s Name)

(Contractor’s primary address)

Attn: __________________

[[Delete the following if a parent company guarantee is inapplicable:]]

Parent Company Guarantor

Contact: _______________________________

Attn: __________________

<<39.>>	Liquidated Damages for MBE

[[If there is no MBE goal for the Contract delete this section and its heading, renumbering any subsequent sections.]]

<<39.>>1	The Contract requires the Contractor to comply in good faith with the MBE Program and Contract provisions. The State and the Contractor acknowledge and agree that the State will incur damages, including but not limited to loss of goodwill, detrimental impact on economic development, and diversion of internal staff resources, if the Contractor does not comply in good faith with the requirements of the MBE Program and MBE Contract provisions. The parties further acknowledge and agree that the damages the State might reasonably be anticipated to accrue as a result of such lack of compliance are difficult to ascertain with precision.

<<39.>>2	Therefore, upon issuance of a written determination by the State that the Contractor failed to comply in good faith with one or more of the specified MBE Program requirements or MBE Contract provisions, the Contractor shall pay liquidated damages to the State at the rates set forth below. The Contractor expressly agrees that the State may withhold payment on any invoices as a set-off against liquidated damages owed. The Contractor further agrees that for each specified violation, the agreed upon liquidated damages are reasonably proximate to the loss the State is anticipated to incur as a result of such violation.

(a)	Failure to submit each monthly payment report in full compliance with COMAR 21.11.03.13B (3): $<<insert value>> per day until the monthly report is submitted as required.

(b)	Failure to include in its agreements with MBE subcontractors a provision requiring submission of payment reports in full compliance with COMAR 21.11.03.13B (4): $<<insert value>> per MBE subcontractor.

(c)	Failure to comply with COMAR 21.11.03.12 in terminating, canceling, or changing the scope of work/value of a contract with an MBE subcontractor and amendment of the MBE participation schedule: the difference between the dollar value of the MBE participation commitment on the MBE participation schedule for that specific MBE firm and the dollar value of the work performed by that MBE firm for the Contract.

(d)	Failure to meet the Contractor’s total MBE participation goal and sub goal commitments: the difference between the dollar value of the total MBE participation commitment on the MBE participation schedule and the MBE participation actually achieved.

(e)	Failure to promptly pay all undisputed amounts to an MBE subcontractor in full compliance with the prompt payment provisions of the Contract: $<<insert appropriate rate following calculation instructions from GOSBA>> per day until the undisputed amount due to the MBE subcontractor is paid. [[Remove this sub-clause if this Contract is subject to section 15-226 of the State Finance and Procurement Article – Construction Contracts – Prompt Payment of subcontractors.]]

<<39.>>2	Notwithstanding the assessment or availability of liquidated damages, the State reserves the right to terminate the Contract and exercise any and all other rights or remedies which may be available under the Contract or Law.

<<40.>>	Parent Company Guarantee (If applicable)

If a Contractor intends to rely on its Parent Company in some manner while performing on the State Contract, the following clause should be included and completed for the Contractor’s Parent Company to guarantee performance of the Contractor. The guarantor/Contractor’s Parent Company should be named as a party and signatory to the Contract and should be in good standing with SDAT.

(Corporate name of Contractor’s Parent Company) hereby guarantees absolutely the full, prompt, and complete performance by (Contractor) of all the terms, conditions and obligations contained in this Contract, as it may be amended from time to time, including any and all exhibits that are now or may become incorporated hereunto, and other obligations of every nature and kind that now or may in the future arise out of or in connection with this Contract, including any and all financial commitments, obligations, and liabilities. (Corporate name of Contractor’s Parent Company) may not transfer this absolute guaranty to any other person or entity without the prior express written approval of the State, which approval the State may grant, withhold, or qualify in its sole and absolute subjective discretion. (Corporate name of Contractor’s Parent Company) further agrees that if the State brings any claim, action, lawsuit or proceeding against (Contractor), (Corporate name of Contractor’s Parent Company) may be named as a party, in its capacity as Absolute Guarantor.

<<41.>>	Federal Department of Health and Human Services (DHHS) Exclusion Requirements

[[Keep this section if this Contract is for a federally-funded contracts involving healthcare entities or individuals, the employment of healthcare entities or individuals, or subcontracting with healthcare entities or individuals that may be named on the DHHS List of Excluded Individuals/Entities. Otherwise, delete this section and its heading, renumbering any subsequent sections.]]

The Contractor agrees that it will comply with federal provisions (pursuant to §§ 1128 and 1156 of the Social Security Act and 42 C.F.R. 1001) that prohibit payments under certain federal health care programs to any individual or entity that is on the List of Excluded Individuals/Entities maintained by DHHS. By executing this Contract, the Contractor affirmatively declares that neither it nor any employee is, to the best of its knowledge, subject to exclusion. The Contractor agrees, further, during the term of this Contract, to check the List of Excluded Individuals/Entities prior to hiring or assigning individuals to work on this Contract, and to notify the <<typeofAgency>> immediately of any identification of the Contractor or an individual employee as excluded, and of any DHHS action or proposed action to exclude the Contractor or any Contractor employee.

<<42.>>	Compliance with federal Health Insurance Portability and Accountability Act (HIPAA) and State Confidentiality Law

[[If this Contract falls within the mandates of HIPAA, choose only 1 of the following options, otherwise, insert the following language and delete the remaining subsections.]]

HIPAA clauses do not apply to this Contract.

[[Medical Option 1 of 3 – Use this section when the Agency is not a covered entity. The blank at the beginning would reference any statutory requirement unique to the <<typeofAgency>> unit/program, or, if there is none, the first two sentences are combined to reference “any applicable law or regulation “as follows: “The Contractor agrees to keep information obtained in the course of this Contract confidential in compliance with any applicable State and federal regulation.”]]

The Contractor agrees to keep information obtained in the course of this Contract confidential in compliance with _________________________________________________________. The Contractor agrees further to comply with any applicable State and federal confidentiality requirements regarding collection, maintenance, and use of health, personally identifiable, and financial information. This includes, where appropriate, the federal Health Insurance Portability and Accountability Act (HIPAA), 42 U.S.C. §§ 1320d et seq., and implementing regulations at 45 C.F.R. Parts 160 and 164, and the Maryland Confidentiality of Medical Records Act (MCMRA), Md. Code Ann. Health-General §§ 4-301 et seq. This obligation includes providing training and information to employees regarding confidentiality obligations as to health, personally identifiable, and financial information and securing acknowledgement of these obligations from employees to be involved in the Contract. This obligation further includes restricting use and disclosure of the records, generally providing safeguards against misuse of information, keeping a record of any disclosures of information, providing all necessary procedural and legal protection for any disclosures of information, promptly responding to any requests by the <<typeofAgency>> for information about its privacy practices in general or with respect to a particular individual, modifying information as may be required by good professional practice as authorized by law, and otherwise providing good information management practices regarding all health, personally identifiable, and financial information.

[[OR –Option 2 of 3 – Use this confidentiality clause when the <<typeofAgency>> unit is a covered entity and the Contractor is not a business associate.]]

<<42.>>1	The Contractor acknowledges its duty to become familiar and comply, to the extent applicable, with all requirements of the federal Health Insurance Portability and Accountability Act (HIPAA), 42 U.S.C. §§ 1320d et seq., and implementing regulations including 45 C.F.R. Parts 160 and 164. The Contractor also agrees to comply with the Maryland Confidentiality of Medical Records Act (MCMRA), Md. Code Ann. Health-General §§ 4-301 et seq. This obligation includes:

(a)	As necessary, adhering to the privacy and security requirements for protected health information and medical records under HIPAA and MCMRA and making the transmission of all electronic information compatible with the HIPAA requirements;

(b)	Providing training and information to employees regarding confidentiality obligations as to health and financial information and securing acknowledgement of these obligations from employees to be involved in the Contract; and

(c)	Otherwise providing good information management practices regarding all health information and medical records.

<<42.>>2	If in connection with the procurement or at any time during the Term, the <<typeofAgency>> determines that functions to be performed in accordance with the scope of work set forth in the solicitation constitute business associate functions as defined in HIPAA, the Contractor acknowledges its obligation to execute a business associate agreement as required by HIPAA regulations at 45 C.F.R. 164.501 and in the form required by the <<typeofAgency>>.

<<42.>>3	“Protected Health Information” as defined in the HIPAA regulations at 45 C.F.R. 160.103 and 164.501, means information transmitted as defined in the regulations, that is: individually identifiable; created or received by a healthcare provider, health plan, public health authority, employer, life insurer, school or university, or healthcare clearinghouse; and related to the past, present, or future physical or mental health or condition of an individual, the provision of healthcare to an individual, or the past, present, or future payment for the provision of healthcare to an individual. The definition excludes certain education records as well as employment records held by a covered entity in its role as employer.

[[OR –Option 3 of 3 – Use this confidentiality clause when the <<typeofAgency>> unit is a covered entity and the Contractor is a business associate.]]

<<42.>>1	The Contractor acknowledges its duty to become familiar with and comply, to the extent applicable, with all requirements of the federal Health Insurance Portability and Accountability Act (HIPAA), 42 U.S.C. § 1320d et seq., and implementing regulations including 45 C.F.R. Parts 160 and 164. The Contractor also agrees to comply with the Maryland Confidentiality of Medical Records Act (MCMRA), Md. Code Ann. Health-General §§ 4-301 et seq. This obligation includes:

(a)	As necessary, adhering to the privacy and security requirements for protected health information and medical records under HIPAA and MCMRA and making the transmission of all electronic information compatible with the HIPAA requirements;

(b)	Providing training and information to employees regarding confidentiality obligations as to health and financial information and securing acknowledgement of these obligations from employees to be involved in the Contract; and

(c)	Otherwise providing good information management practices regarding all health information and medical records.

<<42.>>2	Based on the determination by the <<typeofAgency>> that the functions to be performed in accordance with the scope of work set forth in the solicitation constitute business associate functions as defined in HIPAA, the selected Bidder shall execute a business associate agreement as required by HIPAA regulations at 45 C.F.R. 164.504 and in the form as required by the <<typeofAgency>>.

<<42.>>3	“Protected Health Information” as defined in the HIPAA regulations at 45 C.F.R. 160.103 and 164.501, means information transmitted as defined in the regulations, that is individually identifiable; that is created or received by a healthcare provider, health plan, public health authority, employer, life insurer, school or university, or healthcare clearinghouse; and that is related to the past, present, or future physical or mental health or condition of an individual, to the provision of healthcare to an individual, or to the past, present, or future payment for the provision of healthcare to an individual. The definition excludes certain education records as well as employment records held by a covered entity in its role as employer.

<<43.>>	Hiring Agreement

[[Keep this section if this Contract might include employment by current and former Family Investment Program (“FIP”) recipients, their children, foster youth, and child support obligors (“Candidates”). The actual DHS Agreement must be included in the solicitation as Attachment O (see Section 1.43) Delete this clause if inapplicable, and revise the numbering of the clauses in this Contract accordingly. Otherwise, delete this section and its heading, renumbering any subsequent sections.]]

<<43.>>1	The Contractor agrees to execute and comply with the enclosed Maryland Department of Human Services (DHS) Hiring Agreement (Attachment O). The Hiring Agreement is to be executed by the Bidder and delivered to the Procurement Officer within ten (10) Business Days following receipt of notice by the Bidder that it is being recommended for Contract award. The Hiring Agreement will become effective concurrently with the award of the Contract.

<<43.>>2	The Hiring Agreement provides that the Contractor and DHS will work cooperatively to promote hiring by the Contractor of qualified individuals for job openings resulting from this procurement, in accordance with Md. Code Ann., State Finance and Procurement Article §13-224.

<<44.>>	Limited English Proficiency

[[Keep this section when there is the probability of customers with limited ability in speaking English. Delete this clause if inapplicable, and revise the numbering of the clauses in this Contract accordingly. Otherwise, delete this section and its heading, renumbering any subsequent sections.]]

The Contractor shall provide equal access to public services to individuals with limited English proficiency in compliance with Md. Code Ann., State Government Article, §§ 10-1101 et seq., and Policy Guidance issued by the Office of Civil Rights, Department of Health and Human Services, and MDH Policy 02.06.07.

<<45.>>	Maryland’s Green Purchasing Reporting Requirements

[[Keep this section if this Contract might include environmentally preferred products and services. Delete this clause if inapplicable, and revise the numbering of the clauses in this Contract accordingly. Otherwise, delete this section and its heading, renumbering any subsequent sections.]]

The State of Maryland reserves the right to request from the Contractor quarterly sales data over the life of this contract. This information must include details about the recycled content, third-party sustainability certifications, and other environmental attributes of products and services sold on this price agreement per the contract specifications.

This information will enable Maryland State agencies to comply with Article §14–405 of the Annotated Code of Maryland and COMAR 21.13.01.14, effective October 1, 2014, which requires Maryland state agencies to report to the Department of General Services on their procurement of environmentally preferable products and services.

To facilitate consistent reporting on targeted contracts, the Contractor will be provided with a VENDOR GREEN SALES REPORT template by the Maryland Department of General Services.

SIGNATURES ON NEXT PAGE

IN WITNESS THEREOF, the parties have executed this Contract as of the date hereinabove set forth.

Contractor: <<ContractorName>>	State of Maryland <<ISSUINGAGENCYNAME>> (<<ISSUINGAGENCYACRONYM>>)
By: <<Contractor Signer>>	By: <<agencyContractSigner>>, <<agencyContractSignerTitle>>
Date:	Date:
Witness/Attest:	Witness/Attest:
PARENT COMPANY (GUARANTOR) (if applicable)
By:
Date:
Witness/Attest:
Approved for form and legal sufficiency this ____ day of _____________, 20___. ______________________________________ Assistant Attorney General
[[If this solicitation requires BPW approval keep the text below, otherwise delete it.]]
APPROVED BY BPW: _________________ _____________ (Date) (BPW Item #)

Contract Affidavit

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-N-ContractAffidavit.pdf.

DHS Hiring Agreement

[[If this solicitation does not require a DHS Hiring Agreement (see IFB Section 4.36), enter only the following sentence for this Attachment and delete the rest.]]

This solicitation does not require a DHS Hiring Agreement.

[[If this solicitation does require a DHS Hiring Agreement, (see Section 4.36), enter the following language for this Attachment.]]

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-O-DHSHiringAgreement.pdf.

Appendix 1. – Abbreviations and Definitions

For purposes of this IFB, the following abbreviations or terms have the meanings indicated below: [[Add to this Abbreviations and Definitions section any acronym or term unique to this solicitation and not in common use or for which there is not a single, consistent interpretation. Delete any acronym or term that is not part of this solicitation, i.e. IT terms.]]

Bid – The Bidder’s Bid.

Bid Price Form or Bid Form - The Attachment B Bid Form.

Business Day(s) – The official working days of the week to include Monday through Friday. Official working days excluding State Holidays (see definition of “Normal State Business Hours” below).

COMAR – Code of Maryland Regulations available on-line at http://www.dsd.state.md.us/COMAR/ComarHome.html.

Contract – The Contract awarded to the successful Bidder pursuant to this IFB. The Contract will be in the form of Attachment M.

Contract Monitor – The State representative for this Contract who is primarily responsible for Contract administration functions, including issuing written direction, invoice approval, monitoring this Contract to ensure compliance with the terms and conditions of the Contract, monitoring MBE and VSBE compliance, and achieving completion of the Contract on budget, on time, and within scope. The Contract Monitor may authorize in writing one or more State representatives to act on behalf of the Contract Monitor in the performance of the Contract Monitor’s responsibilities. The <<typeofAgency>> may change the Contract Monitor at any time by written notice to the Contractor.

Contractor – The selected Bidder that is awarded a Contract by the State.

Contractor Personnel – Employees and agents and subcontractor employees and agents performing work at the direction of the Contractor under the terms of the Contract awarded from this IFB.

Data Breach – The unauthorized acquisition, use, modification or disclosure of State data, or other Sensitive Data.

<<issuingAgencyName>>or (<<ISSUINGAGENCYACRONYM>>or the “<<typeofAgency>>”). [[Alphabetize as needed.]]

eMMA – eMaryland Marketplace Advantage (see IFB Section 4.2).

Invitation for Bids (IFB) – This Invitation for Bids issued by the <<issuingAgencyName>> (<<typeofAgency>>), with the Solicitation Number and date of issuance indicated in the Key Information Summary Sheet, including any amendments thereto.

Key Personnel – All Contractor Personnel identified in the solicitation as such that are essential to the work being performed under the Contract. See IFB Sections 3.10.

Local Time – Time in the Eastern Time Zone as observed by the State of Maryland. Unless otherwise specified, all stated times shall be Local Time, even if not expressly designated as such.

Minority Business Enterprise (MBE) – Any legal entity certified as defined at COMAR 21.01.02.01B (54) which is certified by the Maryland Department of Transportation under COMAR 21.11.03.

Normal State Business Hours - Normal State business hours are 8:00 a.m. – 5:00 p.m. Monday through Friday except State Holidays, which can be found at: www.dbm.maryland.gov – keyword: State Holidays.

Notice to Proceed (NTP) – A written notice from the Procurement Officer that work under the Contract, project, Task Order or Work Order (as applicable) is to begin as of a specified date. The NTP Date is the start date of work under the Contract, project, Task Order or Work Order. Additional NTPs may be issued by either the Procurement Officer or the Contract Monitor regarding the start date for any service included within this solicitation with a delayed or non-specified implementation date.

NTP Date – The date specified in a NTP for work on Contract, project, Task Order or Work Order to begin.

Bidder – An entity that submits a Bid in response to this IFB.

Personally Identifiable Information (PII) – Any information about an individual maintained by the State, including (1) any information that can be used to distinguish or trace an individual identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information.

Procurement Officer – Prior to the award of any Contract, the sole point of contact in the State for purposes of this solicitation. After Contract award, the Procurement Officer has responsibilities as detailed in the Contract (Attachment M), and is the only State representative who can authorize changes to the Contract. The <<typeofAgency>> may change the Procurement Officer at any time by written notice to the Contractor.

Protected Health Information (PHI) – Information that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (i) that identifies the individual; or (ii) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

Security Incident – A violation or imminent threat of violation of computer security policies, Security Measures, acceptable use policies, or standard security practices. “Imminent threat of violation” is a situation in which the organization has a factual basis for believing that a specific incident is about to occur.

Security or Security Measures – The technology, policy and procedures that a) protects and b) controls access to networks, systems, and data.

Sensitive Data - Means PII;PHI; other proprietary or confidential data as defined by the State, including but not limited to “personal information” under Md. Code Ann., Commercial Law § 14-3501(e) and Md. Code Ann., St. Govt. § 10-1301(c) and information not subject to disclosure under the Public Information Act, Title 4 of the General Provisions Article; and information about an individual that (1) can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; or (2) is linked or linkable to an individual, such as medical, educational, financial, and employment information.

State – The State of Maryland.

Task Order[[Remove if Task Orders not used.]]– A subset of work authorized by the Contract Monitor performed under the general scope of this IFB, which is defined in advance of Contractor fulfillment, and which may not require a Contract Modification. Except as otherwise provided, any reference to the Contract shall be deemed to include reference to a Task Order.

Total Bid Price - The Bidder’s bid price or evaluated bid price for goods and services in response to this solicitation, included in Attachment B – Bid Form.

Veteran-owned Small Business Enterprise (VSBE) – A business that is verified by the Center for Verification and Evaluation (CVE) of the United States Department of Veterans Affairs as a veteran-owned small business. See Code of Maryland Regulations (COMAR) 21.11.13.

Appendix <<#>>. – <<Title of Appendix>>

[Most will want to have Appendix 2. Shown as an example on how to set-up additional Appendices below. The first line would be in the Section title.]

Appendix 2.	Bidder Information Sheet

See link at http://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Appendix2-Bidder_OfferorInformationSheet.pdf.

[Repeat this Section and number for additional Appendices for any Agency specific information. Several available options are listed in Section 7 “IFB Attachments and Appendices” with links in the table to:

(1) the pdf forms for you to copy the link here for the vendors to pull and complete forms; and

(2) the template documents for you to edit and attach separately with its own link or add to the IFB in its own Section. (Remember to remove the template link in the Section 7 Table.)]