ATTACHMENT B - Solicitation Terms & Conditions.pdf

RFP No. 027-004 Aerospace and Aviation Workforce Training Programs – Feasibility Study

ATTACHMENT B

SOLICITATION TERMS AND CONDITIONS

This Solicitation and any subsequent award are further subject to:

1. CONTRACTOR’S/OFFEROR’S RESPONSIBILITY

A. Offerors are advised to read the requirements very carefully to ensure that each requirement is understood. If in doubt, develop and submit applicable questions in writing to the contact at the Issuing Office. An Offeror’s misinterpretation of requirements shall not relieve the Offeror of the responsibility to address accurately the requirements of the RFP or to perform the Contract, if awarded.

B. PGCC will enter into a contractual agreement with the selected Contractor(s) only. The selected Contractor(s) shall be solely responsible for all services as required by this RFP. Subcontractors, if any, will be the responsibility of the Contractor(s) and the role of subcontractors must be clearly identified in the proposal. The use of a subcontractor(s) does not relieve the Contractor(s) of liability under a Contract.

2. REJECTION OF ACCEPTANCE OF PROPOSALS

A. The College reserves the right to:

1. accept or reject any and all proposals, in whole or in part;

2. waive minor irregularities; and

3. negotiate in any manner necessary to best serve the interests of the College.

B. Further, the College reserves the right to make a whole award, multiple awards, a partial award, or no award at all. Offerors judged by the Procurement Officer not to be responsible or Offerors whose Proposals are classified as not reasonably susceptible to being selected for award shall be so notified.

C. The College reserves the right to increase or decrease the quantities of any materials, equipment, supplies or services.

Aerospace and Aviation Workforce Training Programs – Feasibility Study

3. CANCELLATION OF THE REQUEST FOR PROPOSALS

PGCC may cancel this RFP, or in part, at any time.

4. INCURRED EXPENSES

PGCC shall not be responsible for any expenses that Offerors may incur in preparing and submitting Proposals or in making oral presentations of their Proposals, if required.

5. PAYMENT

The College issues payments on a net 30-day basis for PGCC approved invoices.

Payment provisions shall be in arrears, with late payment and interest calculated as provided by Maryland law. For purposes of determining whether a prompt-payment discount, if applicable, may be taken by PGCC, the starting date of such reckoning period shall be the later date of a properly executed invoice or the date of completion of service and/or delivery of product.

6. CONFIDENTIALITY

A. PGCC’s Information During the Procurement Process:

1. The selected Contractor may have access to, may obtain, or be given confidential information, including without limitation information concerning the College’s business strategies, political and legislative affairs, students, faculty, employees, vendors, contractors, customer lists, finances, properties, methods of operation, computer and telecommunication systems, and software and documentation.

Certain confidential information may be protected under the Family Educational Rights and Privacy Act (“FERPA”), the Gramm-Leach-Bliley Act, and the Maryland Public Information Act.

2. The selected Contractor must have administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of the PGCC’s confidential information. PGCC may conduct discussions with Offerors in order to evaluate their abilities and responsiveness to the RFP.

3. In order to facilitate the discussions and to allow Offerors to propose responsive solutions to PGCC’s needs and requirements, PGCC is willing to disclose certain confidential information to Offerors, including without limitation information concerning PGCC’s business strategies, political and legislative affairs, students, employees, vendors, contractors, customer lists, finances, properties, methods of

Aerospace and Aviation Workforce Training Programs – Feasibility Study operation, computer and telecommunications systems, and software and documentation (“Confidential Information”).

4. By submitting a Proposal in response to this RFP, Offerors agree:

a. to use Confidential Information solely for purposes of responding to and discussing the RFP; and

b. not to disclose, permit or cause use of, or provide access to Confidential

Information to any third person or entity. Upon request by PGCC, Offerors may be required to sign a Non-Disclosure Agreement.

B. Offeror’s Information:

1. Offerors should give specific attention to the identification of those portions of the

Proposal that the Offeror deems to be confidential, proprietary information, or trade secrets and provide any justification why such materials, upon request, should not be disclosed by the State under the Maryland Public Information Act, General Provisions Article, Title 4, Annotated Code of Maryland.

2. Offerors are advised that, upon request for this information from a third party, the Procurement Officer is required to make an independent determination as to whether the information may or may not be disclosed to the requesting party. That decision will take into consideration the Offeror’s position regarding its Proposal.

A blanket statement by an Offeror that its entire Proposal is confidential or proprietary will not be upheld.

7. MULTIPLE PROPOSALS

Contractors may not submit more than one Proposal, per service/program category.

8. ALTERNATE SOLUTION PROPOSALS

Contractors may submit an alternate to the solution given in this RFP.

9. Contractor Responsibilities and Use of Subcontractors:

A. The College shall enter into contractual agreement with the selected Contractor(s) only.

The Contractors(s) shall be responsible for all products and/or services required by this RFP. PGCC will consider Proposals that reflect primary and secondary service providers or a prime/subcontractor relationship. There should be proof of ability of the primary to manage a subcontractor and successfully coordinate the delivery of quality service and support in a timely manner.

B. Subcontractors, if any, shall be identified and a complete description of their role relative to the proposal shall be included. PGCC’s intent is not to direct the use of any particular subcontractor, however, PGCC strongly encourages the Contractor to consider the utilization of local MBEs when possible. In addition, the Contractor may not contract with any such proposed person or entity to whom PGCC has a reasonable objection.

Notification of such objection will be made by PGCC within fifteen (15) days of Contract.

C. The Contractor shall be fully responsible for the acts and omissions of its subcontractors and of persons directly or indirectly employed by them. The use of subcontractors does not relieve the Contractor of liability.

10. ACCESS TO CONTRACTOR RECORDS FOR QUALITY ASSURANCE AND

AUDITING PURPOSES

The Contractor and its principal subcontractors must provide access to pertinent records by College personnel or its representatives (including internal auditors, external auditors, representatives, and agents) to provide quality assurance and auditing.

11. ARREARAGES

By submitting a Proposal, an Offeror shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the College, including the payment of taxes and employee benefits and that it shall not become so in arrears during the term of the Contract if selected for Contract Award.

12. TAXES

The Contractor shall exempt PGCC from taxes as applicable. Exemption Certificates shall be provided upon request.

13. RFP RESPONSE MATERIALS

All written materials submitted in response to this RFP become the property of PGCC and may be appended to any formal documentation that would further define or expand the contractual relationship between PGCC and the Contractor(s).

14. MARYLAND PUBLIC ETHICS LAW.

A. The Maryland Public Ethics Law, at Maryland Annotated Code, General Provisions

Aerospace and Aviation Workforce Training Programs – Feasibility Study

Article, §5-503 prohibits, among other things, State employees or officials (and in some cases, former employees), and businesses in which such an individual is employed or holds a financial interest, from submitting a bid or proposal to, negotiating a contract with, or entering into a contract with the governmental unit with which the individual is affiliated.

B. If the Offeror has any questions concerning application of the Maryland Public Ethics law to the Offeror's participation in this procurement, it is incumbent upon the Offeror to seek advice from the Maryland State Ethics Commission, 45 Calvert St, 3rd Floor, Annapolis, Maryland 21401.

C . For questions regarding the applicability of this provision of the Maryland Public

Ethics Law, call the Maryland State Ethics Commission’s toll-free phone number, 877-669-6085, or see the website, http://ethics.maryland.gov. The Procurement Officer may refer any issue raised by a Proposal to the Mary land State Ethics Commission. The Procurement Officer may require the Offeror to obtain advice from the Maryland State Ethics Commission and may reject a Proposal that would result in a violation of the Maryland Public Ethics law.

D. A resulting Contract is cancelable in the event of a violation of the Maryland Public Ethics Law by a Contractor or any State of Maryland employee in connection with this procurement.

15. DURATION OF OFFERS

Proposals (consisting of a Technical Proposal and, if applicable, a Price Proposal) shall remain irrevocable for 120 days following the closing date of the Price Proposal due date. This period may be extended by mutual agreement between the Offeror and the College.

16. CONFLICT OF INTEREST

A. The Contractor awarded the Contract shall provide the specified services for PGCC, and must do so impartially, and without any conflicts of interest. If the Procurement Officer determines that facts or circumstances exist that give rise to or could in the future give rise to a conflict of interest within the meaning of the provisions described in the Solicitation, the Procurement Officer may reject a Contractor’s Proposals.

B. Contractors should be aware that the Maryland Public Ethics Law, Maryland Annotated

Code, General Provisions Article, Title 5 might limit the selected Contractor’s ability to participate in future related procurements, depending upon specific circumstances.

Refer to Paragraph 14 above. By submitting a response to the Solicitation, the Contractor affirms its understanding and compliance with this clause.

17. INSURANCE

A. The Contractor shall maintain in full force and effect the following minimum insurance coverages to protect against the risks associated with the performance of services under this Agreement:

1. Commercial General Liability: $1,000,000 each occurrence and $3,000,000 general aggregate. This coverage applies based on the current assumption that the contractor may occasionally perform services on campus.

2. Technology Errors and Omissions/Professional Liability: $2,000,000 each claim and aggregate.

3. Cyber/Privacy Liability: $2,000,000 each claim and aggregate, including privacy liability, network security liability, unauthorized access, data breach, cyber extortion/ransomware, forensic investigation, notification expenses, data restoration, and incident-response costs.

4. Workers’ Compensation: Statutory limits.

5. Employer’s Liability: $500,000 each accident, $500,000 disease-each employee, and $500,000 disease-policy limit.

6. Commercial Automobile Liability: $1,000,000 combined single limit for owned, hired, and non-owned automobiles used in connection with the engagement.

7. Excess/Umbrella Liability: $2,000,000 each occurrence and aggregate.

B. All insurance procured must be from an insurance company possessing a minimum A.M. Best’s Insurance Guide rating of A-VII. All insurance shall be purchased from and maintained with insurance company(ies) lawfully authorized to do business in the State of Maryland.

C. Certificates of Insurance naming Prince George’s Community College, its Board of Trustees, officers, employees, agents, and volunteers. as an “additional insured” and showing such coverage obtained by LICENSEE then in force (but not less than the amounts shown above) shall be filed with the College at least thirty (30) days prior to the Event. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled without at least thirty (30) written days’ notice to the College.

D. “Prince George’s Community College” and “Prince George’s Community College Board of Trustees, its Board of Trustees, officers, employees, agents, and volunteers” shall be

Aerospace and Aviation Workforce Training Programs – Feasibility Study included as “Additional Insured” in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein shall be Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy’s provisions.

The certificates must contain a provision that the polices and coverage afforded will not be canceled until at least thirty (30) days after written notice of cancellation is provided to the College.

E. At the College’s sole discretion, the College may require the Contractor to procure additional coverage not listed at any time during the life of the Contract to ensure the Contractor has adequate coverage for performance.

F. LICENSEE shall be solely responsible for any losses, including but not limited to fines, penalties, litigation expenses, including attorneys' fees, and damages or losses for injuries of any kind to person or property that are incurred by LICENSEE, LICENSEE’s employees or agents, COLLEGE or its employees or agents, and any third parties (including, but not limited to, Event attendees) arising out of, directly or indirectly, the willful or negligent acts or omissions of LICENSEE, its employees or agents, or third parties in the performance of this Agreement. Such property damages include any damage to the LICENSED SPACES, including but not limited to those caused by the removal of decorations or advertisements related to the Event.

G. COLLEGE’s liability under this Agreement for damages or losses for injuries of any kind to person or property that are caused by or arise out of the willful or negligent acts or omissions of COLLEGE or its employees or agents to extent allowed under the State of Maryland Local Government Tort Claims Act. COLLEGE shall not be responsible or liable for any damage to or loss of equipment or personal property owned or operated by LICENSEE in the performance of this Agreement.

H. LICENSEE shall indemnify, defend, and hold harmless Prince George’s Community

College, its Board of Trustees, officers, employees, agents, and volunteers from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or resulting from the acts, errors, omissions, negligence, or willful misconduct of the LICENSEE, its employees, agents, representatives, subcontractors, or volunteers in connection with its operations or activities.

I. This obligation to indemnify, defend, and hold harmless shall not be limited, restricted, or otherwise affected by the availability, absence, or limits of any insurance coverage maintained by the Contractor/Vendor, nor by any limitation of liability set forth elsewhere in the agreement.

J. The Contractor shall comply with all applicable federal and state privacy and data-security requirements, including FERPA and the Gramm-Leach-Bliley Act, where applicable. Access to College systems, networks, applications, and data shall be limited to the minimum access necessary to perform the contracted services. The

Aerospace and Aviation Workforce Training Programs – Feasibility Study

Contractor shall use individual user credentials and multifactor authentication where required by the College and shall not share credentials or download, transfer, store, or process College data on unapproved devices, systems, applications, or locations.

18. CONFIDENTIALITY, DATA SECURITY, AND INCIDENT RESPONSE

A. The Contractor shall not permit a subcontractor or other third party to access College systems, networks, or data without the College’s prior written approval. Any approved subcontractor or third party shall be subject to confidentiality, privacy, and data-security obligations at least as protective as those imposed upon the Contractor.

B. The Contractor shall notify the College without unreasonable delay, and no later than twenty-four (24) hours after discovery, of any actual or suspected unauthorized access, disclosure, loss, alteration, or destruction of College data or any actual or suspected security incident affecting College systems, networks, accounts, or information. The Contractor shall cooperate fully with the College’s investigation, containment, remediation, notification, recovery, and regulatory-response activities.

C. Upon completion or termination of the engagement, or at any earlier time requested by the College, the Contractor shall return or securely destroy all College data in its possession or control, including copies, and certify the completion of such return or destruction in writing. The Contractor shall immediately discontinue access to College systems, networks, applications, and data upon the College’s direction or upon completion or termination of the engagement.”

19. CONFIDENTIALITY, DATA, SECURITY, AND INCIDENT RESPONSE

A. The Contractor shall comply with all applicable federal and state privacy and data-security requirements, including FERPA and the Gramm-Leach-Bliley Act, where applicable. Access to College systems, networks, applications, and data shall be limited to the minimum access necessary to perform the contracted services. The Contractor shall use individual user credentials and multifactor authentication where required by the College and shall not share credentials or download, transfer, store, or process College data on unapproved devices, systems, applications, or locations.

B. The Contractor shall not permit a subcontractor or other third party to access College systems, networks, or data without the College’s prior written approval. Any approved subcontractor or third party shall be subject to confidentiality, privacy, and data-security obligations at least as protective as those imposed upon the Contractor.

C. The Contractor shall notify the College without unreasonable delay, and no later than twenty-four (24) hours after discovery, of any actual or suspected unauthorized

Aerospace and Aviation Workforce Training Programs – Feasibility Study access, disclosure, loss, alteration, or destruction of College data or any actual or suspected security incident affecting College systems, networks, accounts, or information. The Contractor shall cooperate fully with the College’s investigation, containment, remediation, notification, recovery, and regulatory-response activities.

D. Upon completion or termination of the engagement, or at any earlier time requested by the College, the Contractor shall return or securely destroy all College data in its possession or control, including copies, and certify the completion of such return or destruction in writing. The Contractor shall immediately discontinue access to College systems, networks, applications, and data upon the College’s direction or upon completion or termination of the engagement.