02_27M4 Bid Package.pdf

BID NUMBER/NAME: 27M4, Unit Price Contract for Mulch

BID ISSUE DATE: October 1, 2026

BID CONTRACT MANAGER: Jenna Tressler, Purchasing Agent, Jenna.Tressler@fcps.org

BID CONTRACT ADMINISTRATOR: Edward Reinhold, Senior Manager, Operations, Edward.Reinhold@fcps.org

PRE-BID DATE: 11:00 A.M., local time, on October 7, 2026 (Attendance is encouraged, but not mandatory.)

PRE-BID LOCATION:

QUESTIONS:

This meeting will be held virtually via Microsoft Teams. Teams joining link:

https://events.teams.microsoft.com/event/5cea781d-7b42-48ba-9943- 0798844d4867@be02c267-0ded-4c91-a8bf- 4667962e95cb?source=copyLinkLegacyShareLinkDialog

Questions due no later than 9:30 A.M., local time, on October 14, 2026. Submit questions in writing via OpenGov.

BONDS REQUIRED: NO

MBE REQUIREMENTS: NO

BID DUE: 11:00 A.M., local time, October 23, 2026. Bids will be opened and publicly read on Microsoft Teams. Teams joining link:

https://events.teams.microsoft.com/event/f0f4624c-6afd-4096-964c- 45e077e4557f@be02c267-0ded-4c91-a8bf- 4667962e95cb?source=copyLinkLegacyShareLinkDialog

SEALED BID DELIVERED TO: FCPS is accepting electronic bid submissions through OpenGov Procurement.

Bidders can create a FREE account with OpenGov Procurement by signing up at https://procurement.opengov.com/signup.

TENTATIVE AWARD DATE: BOE Work Session, scheduled on: November 18, 2026

ELIGIBILITY TO BID: All Frederick County Public School vendors and or contractors interested in bidding on FCPS projects must register at eMaryland Marketplace Advantage www.procurement.maryland.gov. FCPS will no longer accept bidder’s applications.

mailto:Jenna.Tressler@fcps.org mailto:Edward.Reinhold@fcps.org https://events.teams.microsoft.com/event/5cea781d-7b42-48ba-9943-0798844d4867@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://events.teams.microsoft.com/event/5cea781d-7b42-48ba-9943-0798844d4867@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://events.teams.microsoft.com/event/5cea781d-7b42-48ba-9943-0798844d4867@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://events.teams.microsoft.com/event/f0f4624c-6afd-4096-964c-45e077e4557f@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://events.teams.microsoft.com/event/f0f4624c-6afd-4096-964c-45e077e4557f@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://events.teams.microsoft.com/event/f0f4624c-6afd-4096-964c-45e077e4557f@be02c267-0ded-4c91-a8bf-4667962e95cb?source=copyLinkLegacyShareLinkDialog https://procurement.opengov.com/signup http://www.procurement.maryland.gov/

TABLE OF CONTENTS

COVER PAGE 1

TABLE OF CONTENTS 2-3

FCPS CENTRAL OFFICE MAP 4

FCPS SCHOOL YEAR AT A GLANCE 5

FCPS DIRECTORY OF SCHOOLS 6-7

GENERAL TERMS AND CONDITIONS - SECTION I 8-40

Bidder Registration Pre-Bid Meeting Preparation of Bid Bid Pricing Taxes Addendum Receipt of Bids Opening of Bids Standard of Quality, “or Equal Clauses,” and Substitutions Samples Guarantees and Warranties Award or Rejection of Bids Contract Formation Protests Contract Disputes Contract Assignment Multi -Year Contract Hold Harmless Termination for Default Termination for Convenience Governing Law and Venue Multi-Agency Participation Packaging and Delivery Requirements Billing and Payment Compliance with Specifications Failure to Perform/Deliver Safety Requirements Patents Technology-Based Instructional Products

Vendor Notice of Equivalent Access Standards

Employment of Child Sex Offenders and Persons with Uncontrolled Access to Students Criminal Background Checks Drug, Alcohol, And Tobacco-Free Workplace Weapon Possession on School Property Foreign Language Translator Requirement Illegal Immigrant Labor Student/Staff Confidentiality Public Information Act Notice Force Majeure Ethics Policy Non-Collusion Conflict of Interest

Service Level Agreement (SLA) Service Organization Control (SOC) Audit Report

Federal Contract Awards

ATTACHMENT A - Appendix II Part 200-Contract Provisions for Non-Federal Entity Contract Under Federal Awards

SPECIFIC TERMS AND CONDITIONS - SECTION II 41-54

Scope Contract Period Pricing Bid for All Parts Ordering Procedure Storage of Materials Labor and Materials Damages/Responsibilities for Items Tendered Prevailing Wage Rates Preparation of Proposal Evaluation Criteria and Award Vendor Performance Evaluation Contractor’s and Subcontractor’s Insurance Surveys and Permits Local Licensing of Trade Persons Inspection of Site Shop Drawings Use of FCPS Services and Facilities Provision of Portable Sanitation and Removal of Debris Protection of Work and Property Work site Supervision Inspection and Correction of Work Changes in Work Tariff Adjustments Specifications

QUESTIONNAIRE 55

MULCHING ESTIMATE SHEET 56

FORM OF PROPOSAL 57

SIGNATURE PAGE ACKNOWLEDGING PROPOSAL/ADDENDA 58

STATUTORY AFFIDAVIT AND NON-COLLUSION CERTIFICATION FORM

CERTIFICATION OF COMPLIANCE FORM

59-60

61-62

PROPRIETARY INFORMATION FORM 63

VENDOR CONFLICT OF INTEREST DISCLOSURE FORM 64

FCPS

Central Office

191 S. East Street

Commerce Street

South Street

Ca rro ll S tre et

All Saints Street

Frederick Tourism

Commerce Street Parking

Ea st

St ree t

Parking Deck

City Police Station

. Text

Frederick County Public Schools 191 S. East Street

City Police Parking

Enter Here

August 2026

S M T W T F S

2 3 4 5 6 7 8

9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

30 31

September 2026

S M T W T F S

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19

20 21 22 23 24 25 26

27 28 29 30

October 2026

S M T W T F S

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30 31

November 2026

S M T W T F S

1 2 3 4 5 6 7

8 9 10 11 12 13 14

15 16 17 18 19 20 21

22 23 24 25 26 27 28

29 30

December 2026

S M T W T F S

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19

20 21 22 23 24 25 26

27 28 29 30 31

January 2027

S M T W T F S

1 2

3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23

24 25 26 27 28 29 30

February 2027

S M T W T F S

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

March 2027

S M T W T F S

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30 31

April 2027

S M T W T F S

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30

May 2027

S M T W T F S

2 3 4 5 6 7 8

9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

30 31

June 2027

S M T W T F S

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19

20 21 22 23 24 25 26

27 28 29 30

July 2027

S M T W T F S

1 2 3

4 5 6 7 8 9 10

11 12 13 14 15 16 17

18 19 20 21 22 23 24

25 26 27 28 29 30 31

Academic Calendar At-A-Glance

13-18 Teacher Preparation and Training

19 First day of School

Labor Day Schools and Offices Closed

18 2-hour Early Dismissal

21 Yom Kippur Schools Closed

Fair Day 3½-hour Early Dismissal

3 2-hour Early Dismissal

23-31 Winter Break Schools Closed

24-25 Christmas Schools and Offices Closed

25 Schools Closed

Good Friday Schools and Offices Closed

Easter Monday Schools and Offices Closed

26-31 Spring Break Schools Closed

Scheduled last day of School 2-hour Early Dismissal

18 Offices Closed 19 Juneteenth

New Year’s Day Schools and Offices Closed

MLK Day Schools and Offices Closed

19 Schools Closed

1-2 Spring Break Schools Closed

4 Independence Day 5 Offices Closed

16 Schools Closed 26 Schools Closed

28-29 4-hour Late Arrival (except HS)

30 3½-hour Early Dismissal

3 Election Day Schools Closed

24 2-hour Early Dismissal

25-27 Thanksgiving Break Schools and Offices Closed

Presidents’ Day Schools and Offices Closed

19 2-hour Early Dismissal

7 2-hour Early Dismissal

17 Eid al-Adha Schools Closed

Memorial Day Schools and Offices Closed

# Beginning of term # End of term

# Late arrival

Calendar Key # Schools Closed

# Early dismissal

Note: FCPS offers full-day Pre-K for 4-year-old students. They attend Mondays-Fridays and follow the K–5 schedule. FCPS also offers Pre-K for 3-year-old students. They attend half days on Mondays through

Thursdays. There is no half-day Pre-K on 4-hour late arrival and 3½ early dismissal days when parent-teacher conferences are scheduled in October.

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FREDERICK COUNTY PUBLIC SCHOOLS (FCPS)

GENERAL TERMS AND CONDITIONS

SECTION I

1. BIDDER REGISTRATION

a. All Frederick County Public School (FCPS) suppliers and or contractors interested in bidding on FCPS projects must register on eMaryland Marketplace Advantage https://emma.maryland.gov FCPS will no longer accept bidder’s applications.

b. Contractors are required to register with eMaryland Marketplace Advantage https://emma.maryland.gov within five days following notice of award. Maryland law requires local and state agencies to post award notices on eMaryland Marketplace Advantage. This cannot be done without the contractor’s self-registration in the system. Registration is free. Failure to comply with this requirement may be considered grounds for default. It is recommended that any interested bidder register with eMaryland Marketplace Advantage regardless of the award outcome for this procurement as it is a valuable resource for bid notification for municipalities through Maryland.

2. PRE-PROPOSAL MEETING

a. A Pre-Proposal Meeting will be held at the date and time indicated on the cover page of this solicitation package.

b. Attendance at the Pre-Preposal Meeting is not mandatory; however, all suppliers are strongly encouraged to attend.

c. The agenda for this Pre-Proprosal Meeting will include the following: introduction of staff;

description of scope of work; timeline/scheduling; budget priorities/concerns; and procurement responsibilities.

d. Questions shall be submitted in writing via OpenGov Procurement. Due to possible changes and/or additions to the specifications, bids should not be submitted prior to the Pre-Proposal meeting.

e. If FCPS offices are closed, or operating on a modified schedule, due to inclement weather on the day a Pre-Proposal is scheduled, the Pre-Proprosal is cancelled and will not be rescheduled unless an addendum is issued. For the fastest, most reliable information, regarding closures and/or delays check the following:

• www.fcps.org

• Social Media: FCPS on Twitter and FCPS on Facebook

• Email/Text Messages: Sign up for SchoolMessenger and emergency-only text messages.

• FCPS TV: Comcast Channel 18 (Frederick area)

• Local radio and TV stations

3. PREPARATION OF BID

a. Should any bidder be in doubt as to the meaning of the specifications, or should they find any discrepancy or omission, they shall notify the Contract Manager listed on the solicitation cover sheet. If required, bidders will be notified of clarifications and/or additional information by means https://emma.maryland.gov/ https://emma.maryland.gov/ http://www.fcps.org/ http://twitter.com/#!/FCPSMaryland http://www.facebook.com/FCPS-Maryland of addendum.

b. Bidders, or their authorized representatives, are expected to fully inform themselves as to the conditions and requirements of the specifications before submitting bids. Failure to do so will be at the bidder's own risk.

c. Bidder must submit their proposals online via OpenGov Procurement (https://procurement.opengov.com/portal/fcps).

d. Each bid shall show the full business address and contact information of the bidder and be signed by the person(s) legally authorized to sign contracts. All correspondence concerning the bid and contract, including notice of award, copy of contract, and purchase order, will be emailed, or mailed, to the address shown on the bid in the absence of written instructions from the bidder to the contrary.

e. The following items must be included in submission:

i. Proposal pages completely and accurately filled out:

• Verify all mathematical calculations.

• Strike through errors, initial and make correction.

• Initial corrections.

ii. Signature Acknowledgement Form completed and signed.

iii. Statutory Affidavit and Non-Collusion Certification form completed and signed.

iv. Certificate of Compliance form completed and signed.

v. Conflict of Interest Form completed and signed.

vi. Proprietary Information Form completed and signed

vii. W-9 (This is the company information that will be entered in the FCPS supplier database).

viii. Certificate of Insurance (if applicable).

f. Bidders shall be required, pursuant to COMAR 21.07.01.22, to be licensed to do business in the State of Maryland and must provide a tax certification number. Visit the following website to ensure compliance: www.Egov.maryland.gov/BusinessExpress.

g. Bids by partnerships must be signed with the partnership name, followed by the signature and designation of the person having authority to sign. When requested, satisfactory evidence of authority of the person signing will be furnished. Anyone signing the bid as an agent shall file satisfactory evidence of their authority to do so, if requested.

h. Bids by corporations must be signed with the name of the corporation, which must match the information on the submitted W-9, followed by the signature and designation of the person having authority to sign. When requested, satisfactory evidence of authority of the person signing will be furnished. Anyone signing the bid as an agent shall file satisfactory evidence of their authority to do so, if requested.

i. Failure to sign the bid document will result in rejection of the bid as non-responsive.

j. FCPS will not be responsible for any costs incurred by a bidder in preparing and submitting a proposal in response to this solicitation.

k. If the bidder has made an error, the bidder may request, in writing, to have their bid withdrawn.

Approval of a bidder's request is not automatic and may be given only by the Purchasing Manager.

Requests for withdrawal are usually denied, unless the bidder proves to the satisfaction of the Purchasing Manager that the mistake was either a scrivener's error or another type of clearly https://procurement.opengov.com/portal/fcps http://www.egov.maryland.gov/BusinessExpress unintentional error so departing from customary and reasonable business practices as to be obvious and to legitimately and substantially impair the supplier’s business.

4. PROPOSAL PRICING

a. Prices quoted shall not exceed the prices established under any governmental price control regulations.

b. All proposals submitted shall be irrevocable for a period of 120 days following the proposal due date, and FCPS has within that time period after due date to accept the proposal. FCPS reserves the right to reject any offer that specifies less than 90 days of acceptance time. Upon mutual agreement between FCPS and the contractor, the acceptance time may be extended. Proposals may not be withdrawn during this period.

c. FCPS retains the right, with mutual consent of the bidder(s), to utilize the bid pricing and approved price changes for future purchases for as long as the bidder(s) mutually agrees to extend the prices.

d. If the contract includes equipment, all prices must be FOB-Destination (inside delivery), unless specifically authorized in Section II – FCPS Specific Terms and Conditions.

e. Charges for express delivery will only be allowed if authorized by FCPS in writing.

f. The bidder(s) are encouraged to bid only one product per line item that most nearly meets the specifications. If the bidder believes that there is more than one product available, a limit of two offers will be considered for each line item.

g. If two or more particular brands, models, or makes are listed in the specifications (under Base and

Alternate Bids) and the bidder has not indicated in the bid which of the two or more brands, models, etc., is being bid, it shall be understood that FCPS may require the bidder to furnish whichever is preferred by FCPS.

h. All unit prices on items bid shall be completed on the provided proposal sheet(s). A “NO BID" or

“N/A” notation should be completed for each item not being bid. Blank spaces in the proposal sheet will be considered as not being bid.

i. In case of an error in the extension of prices in the bid, the unit price shall govern.

j. Neither law nor regulations make allowance for errors either of omission or commission on the part of the bidders. In case of error in multiplication of unit price when arriving at total price per line item, the unit price shall govern. If there is a discrepancy between the price written in numbers and the price written in words, the words will govern.

k. Unit Prices must be rounded off to no more than two decimal places unless so specified in Section II

– FCPS Specific Terms and Conditions.

l. FCPS reserves the right to consider discounts in evaluating a bid with line item pricing requirements. The bidder should calculate all discounts, other than prompt payment, as part of their unit pricing.

5. TAXES

a. No charge will be allowed for federal excise, state, and/or municipal sales and use taxes, from which the Board of Education of Frederick County is exempt.

b. A contractor is not eligible, per the Maryland Comptroller’s Office, to utilize the tax exemption certificate for governmental agencies.

6. ADDENDUM

a. All changes to the bid solicitation will be made through appropriate addendum issued from the Purchasing Department.

b. Addendum will be available on the FCPS Purchasing Department webpage. All suppliers who are known by the Purchasing Department to have downloaded the bid documents will receive an email notification.

c. Addendum will be issued a minimum of four days prior to the bid opening date, unless the addendum issued extends the due date. (Verified with COMAR, which states addendums within a “reasonable” time.)

d. Each bidder shall ascertain, prior to submitting a bid that they have received all addendum issued and the bidder shall acknowledge receipt on the Signature Acknowledgement Form. Failure of any bidder to acknowledge the receipt of addendum will not relieve that bidder from any obligations under this solicitation as amended by addendum. All addendum so issued will become a part of the award and contract documents.

7. RECEIPT OF PROPOSALS

a. Proposals are to be uploaded to OpenGov Procurement; the online sourcing website utilized by

FCPS. Submissions may be uploaded at any time prior to the bid due date and time. Bidders may modify their submissions up until the bid due date and time.

b. Proposals uploaded after the designated date and/or time will not be accepted. It is the responsibility of the supplier to ensure that submittals are uploaded on time.

c. In the event of inclement weather on the date when proposals are scheduled to be opened and the

FCPS offices are closed, or operating under a modified schedule, proposals will be opened on the next business day at the same time as previously scheduled. The proposal submission date will not change based on inclement weather, unless changed by an addendum. Often when schools are closed due to inclement weather, administrative offices remain open. When in doubt, refer to Section 2(e) for closing and delays.

8. OPENING OF PROPOSALS

a. Sealed proposals will be publicly opened at the date and time indicated on the solicitation cover sheet.

b. All proposals received must be signed by a person legally authorized to sign the company into a contract. Proposals will be submitted on-line via OpenGov Procurement.

(https://secure.procurenow.com/portal/fcps).

c. Complete evaluation of the proposals will not take place at the opening and no indication of award will be made. A final recommendation(s) shall be prepared for review and approval by the Board of Education of Frederick County.

https://secure.procurenow.com/portal/fcps

d. The recommended award will be posted to the FCPS Granicus PEAK website a minimum of three days prior to the Board of Education meeting in which it will be presented.

e. Final award recommendation, and the bid tabulation, will be posted on the FCPS webpage, www.fcps.org/bidlist, after the Board of Education of Frederick County approval.

9. STANDARD OF QUALITY, "OR EQUAL CLAUSES," AND SUBSTITUTIONS

a. Any make/model specified in the solicitation is used only to establish a quality level, unless specifically noted in Section II – FCPS Specific Terms and Conditions. Any material or article that will perform adequately the duties imposed by the general design will be considered equal and satisfactory. FCPS retains the right to determine if items are equivalent and will be accepted.

b. It will be the responsibility of the bidder to submit a clear and concise proposal wherein each substitution and deviation is identified and described, in writing, at the time of solicitation submission.

c. In the absence of any statement to the contrary by the bidder, the submission will be interpreted as being the exact brand and/or qualities, etc., enumerated in the detailed specifications, whenever the specifications indicate a product of a particular manufacturer, model or brand.

d. Bidders must submit detailed literature if bidding an item other than the specified item. Detailed literature is defined as product features or specifications relating to construction and/or performance.

e. The detailed literature is to be arranged and labeled according to item number referenced on the solicitation document.

f. It is the bidders’ responsibility to submit required literature, or links to webpages, with the bid submission. Failure to submit such data as required and/or at the time designated by the Purchasing Department shall be cause for rejection of that item.

g. No substitutions or deviations will be permitted following the award of the contract unless "cause and effect" is presented in writing and approved by the Contract Manager. A statement of any credit or extra cost involved will be included with the request.

h. FCPS shall not be responsible to provide personnel, testing facilities, or other resources necessary to search out substitutions and deviations in bid proposals which are unclear through the nebulous terms such as "comparable", or blanket statements of deviation such as "our standard design, construction, hardware, finishes, etc."

i. The bidder will, upon request and with no cost to the FCPS, furnish documents, independent laboratory tests reports, and/or similar materials of proof to substantiate that the substitutions and deviations of the items they propose to furnish do not prevent these items from being truly and factually equal to, or exceeding, that which is specified.

j. The cost of testing a representative sample of an order or shipment for acceptance and compliance with specifications shall be borne by FCPS. If the order or shipment is rejected for failure to meet the requirements of the specifications or purchase description, the cost of testing will be charged to the awarded suppliers.

10. SAMPLES

http://www.fcps.org/bidlist

a. Samples will be requested for testing and evaluation purposes. Failure to submit samples as required at the time designated may be cause for rejection of that item.

b. All samples must be delivered with all charges prepaid to the designated point of delivery. Samples must be marked as “SAMPLE” and include the name of the bidder, bid name and number, and return instructions, if applicable.

c. The right is reserved to retain any sample submitted with bids for the purposes of examination and testing. FCPS reserves the right to use all samples in any manner which may best serve the final determination of the successful bidder, even if said examination and testing results in damage to or destruction of the sample.

d. FCPS retains the right to determine the method of testing to be utilized.

e. Samples that are not retained by FCPS must be removed within two weeks upon notification.

Return shipping must be prepaid by the suppliers. Samples not removed within this two-week period shall be retained, or disposed of, at the discretion FCPS, and without compensation to the bidder.

11. GUARANTEES AND WARRANTIES

a. The awarded supplier(s) will guarantee the material and workmanship on all services, equipment, materials, supplies, and labor, furnished by them, for a minimum period of one year from the date of acceptance, unless a longer period of time is specified in Section II – FCPS Specific Terms and Conditions.

b. If, within the guarantee period, any defects or signs of deterioration are noted, the awarded supplier(s) at their expense, shall correct the condition or they shall replace the part or entire unit of work/equipment to the complete satisfaction of FCPS. These repairs, replacements, or adjustments shall be made only at such times as will be designated by FCPS to minimize the disruption to building/school operations.

c. Should the awarded supplier(s) fail to comply with the terms of this guarantee, FCPS may have such work performed as it deems necessary to fulfill the guarantee, charging the cost to the awarded supplier(s).

12. AWARDS OR REJECTION OF PROPOSALS

a. The basis of award shall be the lowest responsible bidder submitting a responsive bid that conforms to the specifications established in the solicitation with consideration given to the quantities involved, time required for delivery, purpose for which required, competency and responsibility of bidder, the ability of the bidder to perform satisfactory service, and the plan for utilization of minority contractors, if applicable.

b. FCPS reserves the right to determine completeness and/or timeliness of bids, to reject any or all bids in whole or in part, to make partial awards, to waive any informality in any quotation, to increase or decrease quantities if quantities are listed in the bid, to reject any bid that shows any omissions, alterations of form, additions not called for, conditions, or alternate proposals, and to make any such award as is deemed to be in its best interest.

c. Bidders may be required, before the awarding of a contract, to show to the complete satisfaction of FCPS, that they have the necessary facilities, ability and financial resources to execute the contract in a satisfactory manner, and within the time specified. Bidders may be required to demonstrate they have the necessary experience, history and references to assure FCPS of their qualifications.

d. The Board of Education of Frederick County reserves the right to award the bid within 120 days from the date of the bid opening unless a different time period is stated in the bid document.

e. Unless stated otherwise in Section II – FCPS Specific Terms and Conditions, the contract may be awarded by line item, group, or in the aggregate, whichever is in the best interest of FCPS.

f. In the event of a tie, where all other factors, such as past performance, are considered comparable, the award shall be made to the Frederick County based bidder; the closest Maryland out-of-county based bidder; and the closest out-of-state based bidder, in that order of preference.

g. FCPS does not have local, state or federal preference requirements except when mandated by a targeted funding source.

h. If, after competitive sealed bids have been opened, the Purchasing Manager determines that only one responsible bidder has submitted a responsive bid, the procurement contract may be negotiated with that one bidder as sole source procurement.

i. A recommendation for the award of a contract will be presented to the Board of Education of

Frederick County for approval. Upon approval of the award of contract, the bidder(s) shall be notified of their award(s). If applicable, an FCPS contract document shall also be issued.

j. The Board of Education of Frederick County reserves the right to reject the bid of a bidder who has, in the opinion of FCPS, failed to properly perform under previous contracts, or, who investigation shows, is not in a position to perform the contract.

k. The Board of Education of Frederick County retains the right to reject any and all bids, if it is deemed in the best interest of FCPS to do so.

l. If, during the life of the contract, a product or service does not meet the solicitation terms and conditions, FCPS retains the right to cancel the awarded item(s) and award to a new bidder, as long as that bidder mutually agrees to the award.

13. CONTRACT FORMATION

a. Notification of the contract award will be made by letter after approval by the Board of Education of

Frederick County.

b. The primary form of contract is the purchase order(s), and any agreed upon schedules, addendum, shop drawings, and documents associated with the bid solicitation/submission/award. In the event of any conflict among contract documents, the Order of Precedence clause in Section I shall control.

c. A secondary form of contract, if required, may be noted in Section II – FCPS Specific Terms and

Conditions, of this bid solicitation.

d. No amendment, modification or change to the contract shall be effective unless such change is in writing and mutually agreed upon by authorized representatives of FCPS and the awarded supplier(s). Changes may not significantly alter the original scope of the agreement.

14. ORDER OF PRECEDENCE; CONTRACT DOCUMENTS; AND THIRD-PARTY TERMS

a. In the event of any conflict, inconsistency, or ambiguity among the contract documents, the following order of precedence shall govern, with the highest priority listed first:

i. Written amendments or change orders executed by authorized representatives of FCPS and the Contractor;

ii. Any addenda issued by FCPS for this solicitation;

iii. Section II – Specific Terms and Conditions;

iv. Section I – General Terms and Conditions;

v. The solicitation, including all specifications, drawings, and attachments;

vi. The Contractor’s submitted proposal, bid, or response.

b. FCPS expressly rejects any additional or different terms and conditions contained in any Contractor-provided document or communication, including but not limited to proposals, quotations, acknowledgments, invoices, click-through agreements, browse-wrap agreements, online terms of service, end user license agreements (EULAs), shrink-wrap agreements, or other standard commercial terms, whether presented before or after contract award. Such Contractor-provided terms shall be null and void and of no force or effect, unless:

i. They are expressly identified;

ii. They are reviewed and approved in writing by the Purchasing Manager or other duly authorized FCPS representative; and

iii. They are incorporated into the Contract by a formally executed written amendment.

c. No action by FCPS, including but not limited to receipt of goods or services, issuance of a purchase order, payment, or use of a product or service, shall be deemed acceptance of any Contractor-provided terms and conditions.

d. In the event FCPS agrees to incorporate any Contractor-provided agreement, license, or terms, the provisions of this Contract shall prevail in the event of any conflict, unless expressly stated otherwise in a written amendment executed by FCPS.

e. Notwithstanding any provision to the contrary, where the Contract involves software, cloud services, digital tools, or technology-based products:

i. Data Ownership and Use All data, including but not limited to student data, staff data, metadata, and usage data, shall remain the sole property of FCPS or its users, as applicable. The Contractor shall have no ownership rights in such data and may use such data solely for the purpose of fulfilling its obligations under the Contract. Any Contractor-provided terms asserting ownership, licensing rights, or unrestricted use of such data are expressly rejected.

ii. Conflicting License or Terms of Service Any Contractor-provided license agreement, terms of service, or end user agreement shall be subject to and subordinate to this Contract. Provisions commonly contained in such agreements, including but not limited to limitations of liability, indemnification obligations imposed on FCPS, automatic renewals, unilateral modification of terms, data mining or advertising rights, or governing law or venue outside the State of Maryland, are expressly rejected and shall be of no force or effect, unless specifically accepted in writing through a formal contract amendment.

iii. Governing Law and Venue Any Contractor-provided term designating governing law or venue other than the State of Maryland is void. All such matters shall be governed exclusively in accordance with this Contract.

iv. Hierarchy of Terms for Technology Agreements If FCPS executes or accepts any software license, subscription agreement, or similar document, the terms of this Contract shall control in all respects in the event of any conflict, unless a specific provision is expressly waived or modified by written amendment executed by FCPS.

v. No Click-Through Acceptance The Contractor shall not require FCPS personnel or users to accept any click-through, browse-wrap, or similar agreement as a condition of access to or use of any product or service, unless such terms have been reviewed and approved in accordance with this Section. Any such acceptance shall not be binding on FCPS.

15. PROTESTS

a. The Purchasing Manager shall attempt to resolve, informally, all protests of bid award recommendations. Bidders are encouraged to present their concerns promptly to the Contract Manager for consideration.

i. The bidder must submit their concern, in writing, addressed to the Purchasing Manager. It should include the following:

• Name, address, contact information of the protestor;

• Statement of reasons for the protest;

• Supporting documentation to substantiate the claim;

• The remedy sought.

ii. The protest must be received by the Purchasing Manager at least two calendar days prior to the date of the Board of Education meeting at which the recommendation will be presented.

It is the supplier’s responsibility to ascertain the date and time of award.

iii. A bidder who does not file a timely protest before the contract is awarded by the Board of Education of Frederick County is deemed to have waived any objection.

b. The Purchasing Manager shall inform the Associate Superintendent of Fiscal Services and/or general counsel upon receipt of the protest, and shall confer with them prior to the issuance of a decision regarding disputes of contracts or awards valued at $100,000 or above.

c. The Purchasing Manager shall issue a decision in writing.

d. Should the protestor disapprove of the Purchasing Manager’s decision, they have the right to address the Board of Education of Frederick County during the public comment section of the same Board meeting where the award recommendation is scheduled for award.

e. The Board of Education of Frederick County’s decision is deemed the final action at the local level.

f. A bidder may appeal a decision of the Board directly to the Maryland State Board of Education in accordance with Board Policy 105.11 and Maryland law.

16. CONTRACT DISPUTES

a. Any dispute arising under this contract shall be decided by the Contract Administrator, the Contract

Manager and the Purchasing Manager, who will communicate their decision to writing and furnish a copy to the supplier. This decision shall be final and conclusive unless, within 30 days, the supplier furnishes a written appeal addressed to the Board of Education of Frederick County. The local Board of Education has the right to hear appeals as provided by Maryland law.

b. The Board of Education of Frederick County, or its duly authorized representative, will review the appeal for the determination of such appeal and their finding shall be final and conclusive. In connection with any appeal preceding under this clause, the supplier will be afforded an opportunity to be heard and to offer evidence in support of his appeal. Pending final decision of a dispute, the supplier shall proceed diligently with the performance of the contract and in strict accordance with the FCPS staff’s decision. Exceptions are decisions determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous as to imply bad faith, or not supported by evidence.

c. This clause does not preclude consideration of laws questioned in connection with the decision provided for above.

17. CONTRACT ASSIGNMENT

a. The awarded supplier(s) will not assign or transfer any portion of their interest or obligation under this Agreement to any third party, without the prior written consent of the Contract Manager.

Nothing herein shall be construed to create any personal or individual liability upon any employee, officer, elected official of the Board of Education of Frederick County, nor shall this Agreement be construed to create any rights hereunder in any person or entity other than the parties to this Agreement.

b. The awarded supplier(s) will, when required, submit to the Contract Manager, in writing, the name of each subcontractor they intend to employ, the portion of the material to be furnished, their place of business, and any such information as may be required in order to know whether such subcontractor is reputable and reliable and able to furnish satisfactorily the material as called for in the specifications.

c. FCPS reserves the right to approve or disapprove all subcontractors to be employed on a project.

FCPS further reserves the right to approve or disapprove a change of subcontractor once an initial subcontractor has been approved. Any increased cost associated with the change of a subcontractor shall be the full obligation and responsibility of the awarded supplier(s).

d. The awarded supplier(s) will not legally, or equitably, assign any of the funds payable under the contract, or its claim thereto, unless by, and with, the consent of the Contract Manager.

e. The awarded supplier(s) will have the same provisions inserted in all subcontracts relative to the terms of the general conditions and other contract documents. Nothing contained in this contract shall create any contractual relations between any subcontractor and FCPS.

18. MULTI-YEAR CONTRACT

a. Contracts that require funding appropriation for more than one fiscal year automatically terminate if money sufficient for the continued performance is not appropriated for any fiscal year. The date of termination is the last day of the fiscal year for which money was last appropriated, or the date provided in the termination clause of the procurement contract, whichever is earlier.

b. If the multi-year contract is terminated due to lack of funding, FCPS shall reimburse the supplier for the reasonable value of any nonrecurring costs that were incurred as a result of the multi-year contract, but not amortized in the price of the supplies or services delivered under the multi-year contract. The reasonable value will be negotiated, and mutually agreed upon, by FCPS and the supplier

c. The cost of termination may be paid from any appropriation available for that purpose.

19. HOLD HARMLESS

It is understood that the awarded supplier shall defend and hold harmless the Board of Education of Frederick County, and its representatives, from all suits, actions, or claims of any kind brought about as a result of any injuries or damages sustained by person(s) or property during the performance of this contract.

20. TERMINATION FOR DEFAULT

a. When an awarded supplier has not performed or has unsatisfactorily performed the contract, payment shall be withheld at the discretion of FCPS. FCPS may, by written notice of default to the supplier terminate the whole or any part of the contract in any of the following circumstances:

i. If the supplier fails to perform the services or provide the products within the time and manner specific herein or any extension thereof, or:

ii. If the supplier fails to perform any of the provisions of this contact, or fails to make progress as to endanger performance of this contract, in accordance with its terms and in either of these two circumstances does not cure such failure within a period of ten calendar days (or longer as authorized by the Purchasing Manager) after receipt of written notice from the Purchasing Manager of such failure, or:

iii. If the supplier willfully attempts to perform the services other than specified as to coverage, limits, protections, and quality or otherwise, without specified authorization in the form of contract amendment, or:

iv. If a determination is made by FCPS that the obtaining of the contract was influenced by an employee FCPS having received a gratuity, or a promise therefore, in any way or form.

b. In the event FCPS terminates the contract in whole or in part, FCPS may procure such products and services, in a manner the Purchasing Manager deems appropriate, and the supplier shall be liable to FCPS for any additional cost(s) incurred.

c. If, after notice of termination of this contract under provisions of this clause, it is determined for any reason that the supplier was not in default under the provisions of this…