Investment Services RFP No SMCM-25-44053 (eMMA).pdf

SOLICITATION, OFFER,

AND AWARD

St. Mary’s College of Maryland

1. SOLICITATION NO.

SMCM-25-44053

2. TYPE OF

SOLICITATION

X NEGOTIATED

(RFP)

3. DATE ISSUED

May 1, 2024

OF

PAGES 47

IMPORTANT – The “offer” section on page 2 of this document must be fully completed by offeror.

4. CONTRACT NO. 5. REQUISITION/PURCHASE REQUEST NO. 6A. CONTRACT AWARD

DATE:

6B. TITLE

Investment Services

7. ISSUED BY

St. Mary's College of Maryland 18952 E. Fisher Road St. Mary’s City, MD 20686-3001

8. ADDRESS OFFER TO

All Bid Packages must be submitted via:

eMaryland Marketplace Advantage (eMMA), emma.maryland.gov

A. NAME:

Mr. Darry Green

B. TELEPHONE NUMBER

240-895-4307

C. FAX NUMBER

240-895-4916

D. EMAIL ADDRESS

dlgreen@smcm.edu

SOLICITATION

9. Sealed offers in original and (1) complete copy for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8 until 4:00 P.M., local time, May 21, 2024

10. TABLE OF CONTENTS

(x) SEC. DESCRIPTION PAGE(S) (x) SEC. DESCRIPTION PAGE(S)

PART 1 - THE SCHEDULE PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

X A SOLICITATION/CONTRACT FORM 2 X X LIST OF ATTACHMENTS 1

B SUPPLIES OR SERVICES AND PRICES/COSTS PART IV – REPRESENTATIONS AND INSTRUCTIONS

X C DESCRIPTION/SPECS./WORK STATEMENT 2 x H BID/OFFEROR AFFIDAVITS 10

X D CONTRACT ADMINISTRATION DATE 4

X E SPECIAL CONTRACT REQUIREMENTS 4

x

I

INSTRUCTIONS, CONDITIONS, AND NOTICES TO

BIDDERS/OFFERORS

PART II – CONTRACT CLAUSES

X F

CONTRACT CLAUSES

11 X J EVALUATION FACTORS FOR AWARD 3

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”.

RFI Questions are due by May 13, 2024 – must be received by email to the Procurement Officer by this date

The terms, “Contractor” or “Consultant” shall have the same meaning as Offeror, Bidder or potential contract awardee used throughout for the purposes of this RFP.

OFFER (Must be fully completed by Offeror)

11. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (90 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

12. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS 15 CALENDAR DAYS

20 CALENDAR DAYS CALENDAR DAYS

https://emma.maryland.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage mailto:dlgreen@smcm.edu

13. ACKNOWLEDGMENT OF

AMENDMENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated:

AMENDMENT NO. DATE AMENDMENT NO. DATE

14. NAME AND ADDRESS OF OFFEROR:

15. TELEPHONE, FACSIMILE NO. AND EMAIL ADDRESS:

Tel No.

Fax No.

Email Address:

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

OFFER (Type or print)

16A. SIGNATURE 16B. DATE

17. NAME OF WITNESS (Type or print) 17A. SIGNATURE 17B. DATE

18. TAXPAYER IDENTIFICATION NUMBER: 19. STATE OF ORIGINATION (If required):

20. NAME AND ADDRESS OF RESIDENT AGENT IN

MARYLAND (If required):

Corporate Seal (If required)

AWARD (To be completed by the College)

Your offer on this solicitation is hereby accepted as to the terms listed. This award consummates the contract, which consists of (a) College solicitation including all attachments and your offer/bid, and (b) this contract award. No further contractual document is necessary.

21. ACCEPTED AS TO ITEMS NUMBERED 22. AMOUNT 23. ACCOUNTING INFO:

24. NAME OF CONTRACTING OFFICER (Type or print) 25. SIGNATURE OF CONTRACTING OFFICER

Date:

COUNTERSIGNATURE IF REQUIRED

26. NAME AND TITLE OF COUNTERSIGNER (Type or Print) 27. SIGNATURE OF COUNTERSIGNER

RFP: Investment Services SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT Page C-1

SECTION C

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

TABLE OF CONTENTS

CLAUSE

NUMBER

CLAUSE NAME

PAGE

NO.

C.1 BACKGROUND C-2

C.2 SCOPE AND DESCRIPTION OF WORK C-2

RFP: Investment Services SECTION C DESCRIPTION/SPECIFICATIONS/WORK STATEMENT Page C-2

C.1 BACKGROUND

St. Mary’s College of Maryland (“the College”), designated as The National Public Honors College, is an independent public institution in the liberal arts tradition. The College promotes scholarship and creativity by challenging our students to achieve academic excellence through classroom activities, experiential learning, and close relationships with the faculty. Founded on the site of Maryland’s first capital, the College stands as a living legacy to the ideals of freedom and inclusiveness. Our exquisite residential campus on the serene banks of the St. Mary’s River inspires our work, our play, and our commitment to the environment. The College is consistently ranked as one of the top public liberal arts colleges in the nation by U.S. News & World Report. The Washington Post observed that St. Mary’s is “a place to get an Ivy League education at a public-school price.”

The College is seeking the services of a qualified firm to provide investment advisory services for the College’s funds designated for investment. The firm selected will manage the investment assets and provide other financial advisory services for the College’s portfolio in accordance with the College’s investment policy (Attachment No. 1)

Affiliated with the College is the St. Mary’s College of Maryland Foundation (Foundation) with its own investment manager services. The College and its affiliated Foundation have an established Memorandum of Understanding that provides the overall framework and requirements for support between the two entities. To provide for efficient and effective oversight of the College’s and Foundation’s investments, the two entities established the Joint Investment Advisory Group (JIAC) which consists of two members of the College Board of Trustees, two members of the Foundation Board of Directors, and the College President.

The College’s Vice President of Business and Finance, and the Foundation’s Executive Director provide primary staff support to JIAC. Services provided under this investment manager services contract with the College, and any services to be provided to the Foundation under their own separate investment manager services contract, will be under the review and advice of JIAC.

C.2 SCOPE AND DESCRIPTION OF WORK

In the development of its investment advisory program, the College is looking to balance a desire to maximize investment returns on its portfolio while maintaining a prudent level of risk as detailed in its policy.

The College is interested in an advisory firm that can provide the following services:

• Periodic investment review per policy and ongoing compliance.

• Strategic advice on asset allocation per policy.

• Periodic spending rate analysis.

• Manager search and selection.

• Ongoing performance analysis and evaluation (minimum quarterly).

• Ongoing communication and review process.

• Ongoing education on trends, current market conditions and related investment topics:

• Annual audit support.

• Participation in Joint Investment Advisory Committee meetings (four (4) times a year).

• Adherence to the Uniform Prudent Management of Institutional Funds Act.

An overview of the College’s current assets is provided as Attachment No.2

(End of Section C)

SECTION D

CONTRACT ADMINISTRATION DATA RFP: Investment Services Page D-1

CONTRACT ADMINISTRATION DATA

TABLE OF CONTENTS

NO.

D.1 PERIOD OF PERFORMANCE D-2

D.2 IDENTIFICATION OF CONTRACT DELIVERABLES D-2

D.3 NOTICES D-2

D.4 TAX EXEMPTION D-2

D.5 PROCUREMENT OFFICER D-3

D.6 CHANGES D-3

D.7 MODIFICATIONS D-3

D.8 CONTRACTOR’S INVOICES D-3

D.9 PAYMENT OF STATE OBLIGATIONS D-3

CONTRACT ADMINISTRATION DATA RFP: Investment Services Page D-2

D.1 PERIOD OF PERFORMANCE

Performance under this contract commences on the date of award for a base period of three (3) years with four (4) one-year options periods. Option periods shall be awarded at the sole discretion of the College.

Option periods shall be exercised automatically on the anniversary date of contract award. If the College intends to not exercise an option period, it will provide written notification of said intent to the awardee at least sixty (60) days prior to the end of the then current contract period.

D.2 IDENTIFICATION OF CONTRACT DELIVERABLES

Unless otherwise specified, all documents prepared and submitted by the Contractor for the College under this contract shall include the following information on the cover page of each document:

(a) Name and business address of the contractor.

(b) Contract Number

(c) Point of Contact

(d) Date of transmittal

D.3 NOTICES

All notices to the College shall be sent by first class mail to:

Mr. Darry Green Procurement Officer

St. Mary's College of Maryland 18952 E. Fisher Road

St. Mary’s City, MD 20686

All notices for the Contractor will be sent to:

Notice as required under this Agreement shall be sent via first class mail.

D.4 TAX EXEMPTION

The College is generally exempt from federal Excise Taxes, Maryland Sales and Use Taxes, District of Columbia Sales Taxes and Transportation Taxes. Exemption certificates shall be completed upon request. Where the contractor is required to furnish and install materials in the construction or improvement of real property in performance of a contract, the Contractor shall pay the Maryland Sales Tax and the exemption does not apply. Tax exemption numbers for St. Mary’s College of Maryland are:

Maryland State Tax Exempt No. 3000126-8 District of Columbia Tax Exempt No. 9199-79411-01

CONTRACT ADMINISTRATION DATA RFP: Investment Services Page D-3

D.5 PROCUREMENT OFFICER

Upon award of a contract the College shall designate someone to serve as Procurement Officer for this Agreement. All contact between the College and Contractor regarding all matters relative to this Agreement after award shall be coordinated through the Procurement Officer.

D.6 CHANGES

The College retains the unilateral right to require changes in the scope of services so long as the changes are within the general scope of work to be performed hereunder.

D.7 MODIFICATIONS

Except as provided in D.6 “Changes,” this Agreement may be amended only as the College and Contractor mutually agree in writing. Except for the specific provision of the Agreement, which is modified, the Agreement remains in full force and effect after modification, and is subject to the same laws, obligations, conditions, provisions, rules, and regulations, as it was before the modification.

D.8 CONTRACTOR’S INVOICES

To facilitate payment invoices shall be forwarded to the College in triplicate and shall contain the following information, Contract Number, Purchase Order Number and Contractors Federal ID and any other information specified by the Procurement Officer. Each contract line-item number (CLIN) will have assigned to it a Purchase Order Number. Invoices MUST show the correct Purchase Order number for the item(s) being billed. Failure to provide proper purchase order number will cause delays in the payment process and is cause for rejection of invoice. Invoices shall be sent to:

Accounts Payable

47645 College Drive

St. Mary's City, MD 20686-3001 Phone: (240) 895-4238 or 4308

Fax No. (240) 895-4916

All payment under this Contract shall be made via Electronic Fund Transfers (EFT).

D.9 PAYMENT OF STATE OBLIGATIONS

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 State’s receipt of a proper invoice from the Contractor.

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

CONTRACT ADMINISTRATION DATA RFP: Investment Services Page D-4

(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.

(End of Section D)

SECTION E

SPECIAL CONTRACT REQUIREMENTS RFP: Investment Services Page E-1

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

NO.

E.1 ELECTRONIC TRANSACTIONS E-2

E.2 DELIVERY AND ACCEPTANCE E-2

E.3 OWNERSHIP OF DOCUMENTS, EQUIPMENT AND MATERIALS E-2

E.4 CORRECTIONOF ERRORS, DEFECTS AND OMMISSIONS E-2

E.5 MULTI-YEAR CONTRACT CONTINGET

UPON APPROPRIATIONS

E-2

E.6 COST AND PRICE CERTIFICATION E-3

E.7 KEY PERSONNEL E-3

SPECIAL CONTRACT REQUIREMENTS RFP: Investment Services Page E-2

E.1 ELECTRONIC TRANSACTIONS

Electronic transactions are not permitted in connection with this Agreement unless authorized by the Contracting Officer.

E.2 DELIVERY AND ACCEPTANCE

Delivery shall be made in accordance with the solicitation specifications. The College, in its sole discretion, may extend the time of performance for excusable delays due to unforeseeable causes beyond the Contractor’s control. The College unilaterally may order in writing the suspension, delay, or interruption of performance hereunder. The College reserves the right to test any materials, equipment, supplies or services delivered to determine if the specifications have been met.

E.3 OWNERSHIP OF DOCUMENTS, EQUIPMENT AND MATERIALS

Contractor agrees that all documents, equipment and materials including but not limited to reports, drawings, studies, specifications, estimates, maps, software, photographs, designs, graphics, mechanical, artwork and computations prepared by or for, or purchased by or for, Contractor because of this Contract shall at any time during the term of the contract be available to the College and shall become and remain the exclusive property of the College upon termination or completion of the services. The College shall have the right to use same without restriction and without compensation to Contractor other than that provided in this Contract. The College shall be the owner for purposes of copyright, patent or trademark registration, and the Contractor hereby transfers to the College any rights it may have in the work produced pursuant to this contract. Contractor agrees that at all times during the term of this Contract and thereafter, the works created, and services performed shall be “works made for hire” as the terms is interpreted under copyright law. To the extent that any products created under this Contract are not works made for hire, Contractor hereby transfers and assigns to the College all of its right, title and interest (including all intellectual property rights) to all such products created under this Contract, and will cooperate reasonably with the College in effectuating and registering any necessary assignment.

E.4 CORRECTION OF ERRORS, DEFECTS AND OMISSIONS

The Contractor agrees to perform work as may be necessary to correct errors, defects and omissions in the services required under this contract, without undue delays and without cost to the College. The acceptance of the work set forth herein by the College shall not relieve the Contractor of the responsibility of subsequent correction of such errors.

E.5 MULTI-YEAR CONTRACTS CONTINGENT UPON APPROPRIATION

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 College’s rights or the Contractor’s rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Contractor and the College from future performance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of

SPECIAL CONTRACT REQUIREMENTS RFP: Investment Services Page E-3 the Contract. The College 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.

E.6 COST AND PRICE CERTIFICATION

The Contractor by submitting cost or price information certifies that, to the best of its knowledge, the information submitted is accurate, complete, and current as of a mutually determined specified date prior to the conclusion of any price discussions or negotiations for:

.1 A negotiated contract, if the total contract price is expected to exceed $100,000, or a smaller amount set by the procurement officer: or

.2 A change order or contract modification, expected to exceed $100,000, or a smaller amount set by the procurement officer.

.3 The price under this Contract and any change order or modification hereunder, including profit or fee, shall be adjusted to exclude any significant price increases occurring because the Contractor furnished cost or price information which, as of the date agreed upon between the parties was inaccurate, incomplete, or not current.

E.7 KEY PERSONNEL

.1 Contractor shall assign to this contract the following key personnel:

Name Title Telephone No.

.2 During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment.

Contractor shall notify the Procurement Officer within fifteen calendar days after the occurrence of any of these events and provide the information required by Paragraph .3 below. After the initial 90-day period, the Contractor shall submit the information required in Paragraph .3 to the Procurement Officer at least fifteen calendar days prior to making any permanent substitutions.

.3 Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutions and any additional information requested by the Procurement Officer. Proposed substitutes shall have comparable qualifications to those of the person being replaced. The Procurement Officer will notify the contractor within fifteen calendar days after receipt of all required information of the decision on substitutions. The Contract will be modified to reflect any approved changes of key personnel.

.4 The approval of substitute personnel will not be considered to be grounds for an increase in the contract price.

(End of Section E)

SECTION F

CONTRACT CLAUSES RFP: Investment Services Page F-1

CONTRACT CLAUSES

TABLE OF CONTENTS

NO.

F.1 COLLEGE SECURITY PROVISIONS F-3

F.2 COLLEGE POLICIES, RULES, AND REGULATIONS F-3

F.3 PRE-EXISTING REGULATIONS F-3

F.4 EMPLOYEE CONDUCT F-3

F.5 ETHICS F-3

F.6 RETENTION OF RECORDS F-3

F.7 DISSEMINATION OF INFORMATION F-3

F.8 RESPONSIBILITY OF CONTRACTOR F-3

F.9 NON-EXCLUSIVE CONTRACT AND NO

ASSURANCE OF WORK

F-4

F.10 BANKRUPTCY F-4

F.11 SUBCONTRACTING, ASSIGNMENT F-4

F.12 LICENSES AND REGISTRATION F-4

F.13 COMPLIANCE WITH LAWS F-4

F.14 CONTINGENT FEE PROHIBITION F-5

F.15 NON-DISCRIMINATION IN EMPLOYMENT F-5

F.16 COMMERCIAL NON-DISCRIMINATION CLAUSE F-5

F.17 AFFIRMATIVE ACTION NOTICE F-6

F.18 NON-HIRING OF EMPLOYEES F-6

F.19 DRUG FREE AND ALCOHOL-FREE WORKPLACE F-6

CONTRACT CLAUSES RFP: Investment Services Page F-2

F.20 CORPORATE REGISTRATION F-6

F.21 FINANCIAL DISCLOSURE F-7

F.22 POLITICAL CONTRIBUTION DISCLOSURE F-7

F.23 FEDERAL LOBBYING PROHIBITION F-7

F.24 COMPLIANCE WITH ADA F-7

F.25 LICENSES, REGISTRATION AND QUALIFICATIONS F-8

F.26 ANTI-BRIBERY F-8

F.27 ARREARAGES F-8

F.28 QULAIFICATIONS TO DO BUSINESS IN THE

STATE OF MARYLAND

F.8

F.29 FIXED OR UNIFORM PRICE F-8

F.30 EPA COMPLIANCE F-8

F.31 OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.) F-8

F.32 INDEMNIFICATION F-8

F.33 DISPUTES F-9

F.34 TERMINATION FOR DEFAULT F-10

F.35 TERMINATION FOR CONVENIENCE F-10

F.36 SET-OFF F-10

F.37 BID/PROPOSAL AFFIDAVIT BY CONTRACTOR F-10

F.38 REPRESENTATION F-10

F.39 MARYLAND LAW PREVAILS F-10

F.40 ENTIRE AGREEMENT F-11

CONTRACT CLAUSES RFP: Investment Services Page F-3

F.1 COLLEGE SECURITY PROVISIONS

All security requirements established by the College for its facilities shall become a part of these specifications, and it shall be the vendor’s responsibility to comply with these security provisions.

F.2 COLLEGE POLICIES, RULES, AND REGULATIONS

The Contractor agrees to abide by all college policies, rules and regulations in effect for all St. Mary's College of Maryland employees while working on the campus and/or dealing with any students off the campus in furtherance of the Contractor’s obligations under this contract.

F.3 PRE-EXISTING REGUALTIONS

The regulations set forth in SMCM Procurement Policies and Procedures in effect on the date of execution of this Contract are applicable to this Contract.

F.4 EMPLOYEE CONDUCT

Contractor is responsible for all its employees and their actions while on the campus and the college reserves the right to remove from the premises any employee of the Contractor who in any way acts in a manner which is considered unacceptable by the College.

F.5 ETHICS

This Contract is cancellable in the event of a violation of the Maryland Public Ethics Law by the Contractor or any College employee or official in connection with this procurement.

F.6 RETENTION OF RECORDS

Contractor shall retain and maintain all records and documents relating to this Contract for three (3) years after final payment by the College hereunder or any applicable statue of limitation, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State of Maryland, including the procurement officer or designee, at all reasonable times.

F.7 DISSEMINATION OF INFORMAITON

Contractor may not release any information related to the services or performance of the services under this Contract nor publish any final reports or documents without the prior written approval of the College.

Contractor shall indemnify the State and the College, their officials, agents and employees, from any liability that may be incurred by reason of dissemination, publication, distribution or circulation, of any information or materials pertaining to this Contract by Contractor, its agents or employees.

F.8 RESPONSIBILITY OF CONTRACTOR

Contractor shall perform the services with that standard of care, skill and diligence normally provided by a contractor in the performance of similar services. If Contractor fails to perform the services, and such failure is made known to Contractor within two years after expiration of this Agreement, it shall, if

CONTRACT CLAUSES RFP: Investment Services Page F-4 required by The College, perform at its own expense and without additional cost to the College, those services necessary for the Correction of any deficiencies or damage resulting from Contractor’s failure under this obligation, in addition to and not in substitution for any other remedy available to the College.

F.9 NON-EXCLUSIVE CONTRACT AND NO ASSURANCES OF WORK

The parties acknowledge and agree that this Contract is not exclusive, and that the College may purchase the same or similar goods and services from other vendors.

F.10 BANKRUPTCY

Upon the filing of any bankruptcy proceeding by or against Contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, Contractor must notify the College immediately. Upon learning of the actions herein identified, the College reserves the right at its sole discretion either to cancel the contract or to affirm the contract, and to hold contractor responsible for damages.

F.11 SUBCONTRACTNG, ASSIGNMENT

Contractor may not, during the term of this Agreement or any renewals or extensions of the Agreement, assign or subcontract all or any part of the Agreement without the prior written approval of the Procurement Officer. Any approved subcontract or assignment is subject to all terms and conditions that the State deems necessary. The College is not responsible for Contractor’s obligations to its subcontractors.

F.12 LICENSES AND REGISTRATION

The Contractor must be licensed as required by the laws of the State of Maryland as applicable to the performance of work under this Contract.

F.13 COMPLIANCE WITH LAWS

The Contractor hereby represents and warrants that:

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

.2 It is not in arrears with respect to the payment of any moneys due and owing the State of Maryland, or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of this Contract.

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

.4 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.

CONTRACT CLAUSES RFP: Investment Services Page F-5

F.14 CONTINGENT FEE PROHIBITION

The Contractor, architect or engineer (as applicable), warrants that it has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for the contractor, architect, or engineer, to solicit or secure this agreement, and that it has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent, any fee or any other consideration contingent on the making of this agreement.

F.15 NON-DISCRIMINATION 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.

F.16 COMMERCIAL NON-DISCRIMINATION CLAUSE

A. As a condition of entering into this Agreement, 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 other 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 Agreement and may result in termination of this Agreement, 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.

B. As a condition of entering into this Agreement, 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 4 years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by Contractor one each

CONTRACT CLAUSES RFP: Investment Services Page F-6 subcontract or supply contract. Contractor further agrees to cooperate in any investigation conducted by the State pursuant to the State’s 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 Agreement and may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.

F.17 AFFIRMATIVE ACTION NOTICE

The College is committed to the principles of equal employment opportunity. As a covered educational institution bound by Executive Order 11246; the Vietnam Era Veterans Readjustment Assistance Act of 1974; and Section 503 of the Rehabilitation Act of 1973, as amended, the College maintains an affirmative action plan and hereby states as its Policy of Affirmative Action the following:

• It will be the policy of the college to recruit, hire, train and promote persons in all job titles without regard to sex, gender identity, sexual orientation, race, color, religious creed, national origin, ethnicity, physical or mental disability, protected veteran status, or any other characteristic protected by law.

• All employment decisions shall be consistent with the principle of equal employment opportunity, and only job-related qualifications will be required.

• All terms and conditions of employment will be administered without regard to an individual’s sex, gender identity, sexual orientation, race, color, religious creed, national origin, ethnicity, physical or mental disability, protected veteran status, or any other characteristic protected by applicable law.

For employee placement firms: We request that you refer to the College all qualified candidates, including women, individuals of color, protected veterans, and individuals with disabilities.

F.18 NON-HIRING OF OFFICIALS AND EMPLOYEES

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

F.19 DRUG FREE AND ALCOHOL-FREE WORKPLACE

The contractor warrants that the Contractor shall comply with COMAR 21.11.08 Drug and Alcohol-Free Workplace and that the Contractor shall remain in compliance throughout the term of the Contract.

F.20 CORPORATE REGISTRATION

Pursuant to 7-201 et seq. of the Corporations and Associations Article of the Annotated Code of Maryland, corporations not incorporated in the State of Maryland shall be registered with the State

CONTRACT CLAUSES RFP: Investment Services Page F-7

Department of Assessments and Taxation, 301 West Preston Street, Baltimore, MD 21201, before doing any interstate or foreign business in this State. Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department of Assessments and Taxation.

F.21 FINANCIAL DISCLOSURE

Contractor shall comply with the State Finance and Procurement Article, §13-221, Annotated Code of Maryland, which requires that every business that enters into contracts, leases, or other agreements with the State and receive in the aggregate $200,000 or more during a calendar year, shall within 30 days of the time when the $200,000 is reached, file with the Secretary of State certain specified information to include disclosure of beneficial ownership of the business.

F.22 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 contribution 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 Election website:

http://www.elections.state.md.us/campaign_finance/index.html.

F.23 FEDERAL LOBBYING PROHIBITION

In accordance with 31 U.S. C. § 1352, The College and Contractor, and any subcontractors are prohibited from using any federal funds for the purpose of lobbing Congress or any federal agency in connection with the awarding of a particular contract, grant, cooperative agreement, or loan. Any recipient of federal funds that received over $100,000 in federal monies must also file a “Disclosure of Lobby Activities” from (Federal Form SF LLL). Contractor hereby specifically agrees to abide by all applicable requirements of 31 U.S.C. § 1352.

F.24 COMPLIANCE WITH ADA

Contractor shall comply with the Americans with Disabilities Act (ADA), 42, U.S.C. § § 12101 et seq.

and applicable regulations. To the extent required by the ADA, Contractor’s facilities, services, and programs shall be accessible to persons with disabilities. Contractor shall bear sole responsibility for assuring that its activities under this Agreement conform to the ADA. Contractor shall indemnify the State in any action brought pursuant to the ADA for all damages, attorney fees, litigation expenses, and costs, if such action or proceeding arises from the acts of Contractor, or of Contractor’s employees, agents, or subcontractors.

http://www.elections.state.md.us/campaign_finance/index.html

CONTRACT CLAUSES RFP: Investment Services Page F-8

F.25 LICENSES, REGISTRATION AND QUALIFICATIONS

All work performed by the Contractor shall conform to all State and local codes and ordinances and such other statutory provisions that pertain to this class of work. Such codes, rules, regulations and local ordinances are to be considered part of these specifications. The College reserves the right to require that the Contractor demonstrate that it has the skills, equipment and other resources to satisfactorily perform the nature and magnitude of work necessary to complete the project. The College has the option of requiring all personnel working on this contract to have copies of their license/registration forms on file with the Purchasing Agent at the college.

F.26 ANTI-BRIBERY

The Contractor warrants that neither it nor any of its officers, directors or partners, nor any employees who are directly involved in obtaining or performing contracts with any public body has been convicted of bribery, attempted bribery or conspiracy to bribe under the laws of any state or the federal government.

F.27 ARREARAGES

By submitting a response to this solicitation, a vendor shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the State of Maryland, including the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the contract if selected for contract award.

F.28 QUALIFICATIONS TO DO BUSINESS IN THE STATE OF MARYLAND

Any out of state entity not already registered with the Maryland State Department of Assessments and Taxation to do business in Maryland shall be required to do so prior to entering into a contract with the College.

F.29 FIXED OR UNIFORM PRICE

The Bidder affirms that it has not been a party to any agreement to bid a fixed or uniform price.

F.30 EPA COMPLIANCE

Materials, supplies, equipment, or services shall comply in all respects with the Federal Noise Act of 1972, where applicable.

F.31 OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.)

All materials, supplies, equipment, or services supplied as a result of this contract shall comply with the applicable U.S. and Maryland Occupational Safety and Health Act standards.

F.32 INDEMNIFICATION

.1 To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and, if requested, defend the State of Maryland and St. Mary’s College of Maryland and their trustees, CONTRACT CLAUSES RFP: Investment Services Page F-9 officers, employees, representatives, and agents, from any and all claims, costs, damages, expenses, liability, losses, judgments, and causes of actions (including attorney’s fees, settlements made in good faith and arbitration awards) which arise out of or result from the performance of this Contract, including any acts or omissions of the Contractor, its officers, employees, subcontractors, or agents. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnification which would otherwise exist as to any party or person.

.2 The College is not liable in any action of tort, contract, or otherwise for any actions of

Contractor arising out of this Agreement. The college shall not assume any obligation to defend, indemnify, hold harmless, or pay any attorneys’ fees, claims, costs, expenses, judgments, or settlements that may arise from or in any way be associated with the performance or operation of this Contract.

.3 The Contractor shall immediately notify the Procurement Officer by phone and in writing of any claim or suit made or filed against the Contractor or its Subcontractors regarding any matter resulting from or relating to the Contractor’s performance of work under the Contract. The Contractor shall cooperate, assist, and consult with the College in the defense or investigation of any claim, suit, or action made or filed against the College as a result of or relating to the Contractor’s performance under this Contract.

F.33 DISPUTES

.1 Except as otherwise may be provided by law, all disputes arising under or as a result of a breach of this contract that are not disposed of by mutual agreement shall be resolved in accordance with this Disputes clause and in accordance with SMCM Procurement Policies and Procedures, Section 8, “Protest and Appeals.”

.2 As used herein, “claim” means a written demand or assertion by one of the parties seeking, as a legal right, the payment of money, adjustment or interpretation of contract terms, or other relief, arising under or relating to this interpretation of contract terms, or other relief, arising under or relating to this contract. A voucher, invoice, or request for payment that is not in dispute when submitted is not a claim under this clause. However, if the submission subsequently is not acted upon in a reasonable time, or is disputed as to liability or amount, it may be converted to a claim for the purpose of this clause.

.3 Prior to filing a contract claim, the contractor shall contact the Procurement Officer and attempt, in good faith, to resolve by mutual agreement any disputes or disagreements that arise in connection with the Contract. When a dispute cannot be resolved by mutual agreement, the contractor shall submit a written contract claim to the Procurement Officer for a decision, made in consultation with the Office of the Attorney General. The claim shall be filed with the Procurement Officer within thirty

(30) days of when the basis of the claim was known or should have been known, whichever is earlier.

.4 The Procurement Officer’s decision shall be final and conclusive unless the unless the contractor mails or otherwise files a written appeal as provided by SMCM Procurement Policies and Procedures, Section 8, “Protest and Claims” within 30 days of receipt of the decision.

.5 Pending resolution of a claim, the contractor shall proceed diligently with the performance of the contract in accordance with the Procurement Officer’s decision.

CONTRACT CLAUSES RFP: Investment Services Page F-10

F.34 TERMINATION FOR DEFAULT

If the Contractor fails to fulfill its obligation under this contract properly and on time, or otherwise violates and provision of the contract, the College 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 college’s option, become the College’s property. The College 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 Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the contractor will remain liable after termination and the college can affirmatively collect damages. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11(B)

F.35 TERMINATION FOR CONVENIENCE

The performance of work under this contract may be terminated by the College in accordance with this clause in whole, or from time to time in part, whenever the College shall determine that such termination is in the best interest of the College. The College 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).

F.36 SET-OFF

The State may deduct from and set off against any amounts due and payable to Contractor any back-charges, penalties, or damages sustained by the State, by virtue of any breach of this Contract by Contractor or as otherwise permitted by law. Nothing herein shall be construed to relieve Contractor of liability for additional costs resulting from a failure to satisfactorily perform the services.

F.37 BID/PROPOSAL AFFIDAVIT BY CONTRACTOR

All terms and conditions of the Bid/Proposal Affidavit, attached as Section H, are made a part of this contract.

F.38 REPRESENTATION

Each party to this agreement represents and warrants to the other that it has full right, power, and authority to execute this Contract.

F.39 MARYLAND LAW PREVAILS

The provisions of this contract shall be governed by the laws of Maryland.

CONTRACT CLAUSES RFP: Investment Services Page F-11

F.40 ENTIRE AGREEMENT

This Agreement, together with the Attachments and other documents incorporated by reference, represents the complete and final understanding of the parties. No other understanding, oral or written, regarding the subject matter of this Agreement, may be deemed to exist or to bind the parties at the time of execution.

(End of Section F)

SECTION G

LIST OF ATTACHMENTS RFP: Investment Services Page G-1

SECTION G

LIST OF ATTACHMENTS

ATTACHMENT NUMBER OF

NO. DESCRIPTION PAGES

1 Saint Mary’s College of Maryland Investment Policy 19

2 Overview of the College’s Current Assets 1

(End of Section G)

SECTION H

BID/PROPOSAL AFFIDAVIT RFP: Investment Services Page H-1

BID/PROPOSAL AFFIDAVIT

TABLE OF CONTENTS

ARTICLE

ARTICLE NAME

NO.

H.1 AUTHORIZED REPRESENTATIVE 2

H.2 AFFIRMATION REGARDING BRIBERY CONVICTIONS 2

H.3 AFFIRMATION REGARDING OTHER CONVICTIONS 2

H.4 AFFIRMATION REGARDING DEBARMENT 4

H.5 AFFIRMATION REGARDING DEBARMENT OF RELATED

ENTITIES

H.6 SUB-CONTRACT AFFIRMATION 5

H.7 AFFIRMATION REGARDING COLLUSION 5

H.8 FINANCIAL DISCLOSURE AFFIRMATION 6

H.9 POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATION 6

H.10 DRUG AND ALCOHOL-FREE WORKPLACE 6

H.11 CERTIFICATION OF CORPORATION REGISTRATION

AND TAX PAYMENT

H.12 CONTINGENT FEES 9

H.13 CERTIFICATION REGARDING INVESTMENTS IN IRAN 9

H.14 CONFLICT MINERALS ORIGINATED IN THE DEMOCRATIC

REPUBLIC OF CONGO

H.15 ENVIRONMENTAL ATTRIBUTES 9

H.16 ACKNOWLEDGEMENT 10

BID/PROPOSAL AFFIDAVIT RFP: Investment Services Page H-2

H.1 AUTHORIZED REPRESENTATIVE

I HEREBY AFFIRM THAT:

I am the (title) and the duly authorized representative of (business) and that I possess the legal authority to make this Affidavit on behalf of myself and the business for which I am acting.

H.2 AFFIRMATION REGARDING BRIBERY CONVICTIONS

I FURTHER AFFIRM THAT:

Neither I, nor to the best of my knowledge, information, and belief, the above business (as is defined in Section 16-101(b) of the State Finance and Procurement Article of the Annotated Code of Maryland), or any of its officers, directors, partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities including obtaining or performing contracts with public bodies has been convicted of, or has had probation before judgment imposed pursuant to Criminal Procedure Article, § 6-220, Annotated Code of Maryland, or has pleaded nolo contendere to a charge of, bribery, attempted bribery, or conspiracy to bribe in violation of Maryland law, or of the law of any other state or federal law, except as follows (indicate the reasons why the affirmation cannot be given and list any conviction, plea, or imposition of probation before judgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of person(s) involved, and their current positions and responsibilities with the business):

H.3 AFFIRMATION REGARDING OTHER CONVICTIONS

Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors, partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities including obtaining or performing contracts with public bodies, has:

(1) Been convicted under state or federal statute of:

(a) A criminal offense incident to obtaining, attempting to obtain, or performing a public or private contract; or

(b) Fraud, embezzlement, theft, forgery, falsification, or destruction of records or receiving stolen property.

(2) Been convicted of any criminal violation of a state or federal antitrust statute.

(3) Been convicted under the provisions of Title 18 of the United States Code for violation of the Racketeer Influenced and Corrupt Organization Act, 18 U.S.C. § 1961 et seq., or the Mail Fraud http://www.westlaw.com/Find/Default.wl?rs=dfa1.0&vr=2.0&DB=1000018&DocName=MDSFAPS16-101&FindType=L http://www.westlaw.com/Find/Default.wl?rs=dfa1.0&vr=2.0&DB=1000018&DocName=MDCPCS6-220&FindType=L http://www.westlaw.com/Find/Default.wl?rs=dfa1.0&vr=2.0&DB=1000018&DocName=MDCPCS6-220&FindType=L http://www.westlaw.com/Find/Default.wl?rs=dfa1.0&vr=2.0&DB=1000546&DocName=18USCAS1961&FindType=L

BID/PROPOSAL AFFIDAVIT RFP: Investment Services Page H-3

Act, 18 U.S.C. § 1341 et seq., for acts in connection with the submission of bids or proposals for a public or private contract;

(4) Been convicted of a violation of the State Minority Business Enterprise Law, § 14-308 of the State Finance and Procurement Article of the Annotated Code of Maryland;

(5) Been convicted of a violation of § 11-205.1 of the State Finance and Procurement Article of the Annotated Code of Maryland;

(6) Been convicted of conspiracy to commit any act or omission that would constitute grounds for conviction or liability under any law or statute described in subsections (1)-(5) above.

(7) Been found civilly liable under a state or federal antitrust statute for acts or omissions in connection with the submission of bids or proposals for a public or private contract; or

(8) Been found in a final adjudicated decision to have violated the Commercial nondiscrimination Policy under Title 19 of the state Finance and Procurement Article of the Annotated Code of Maryland with regard to a public or private contract.

(9) Been convicted of a violation of one or more of the following provisions of the Internal Revenue Code:

(a) §7201, Attempt to Evade or Defeat Tax.

(b) §7203, Willful Failure to File Return, Supply Information, or Pay Tax,

(c) §7205, Fraudulent…