PGCCSA Small Procurement Solicitation for Legal Courier Service_Final.pdf

MARYLAND DEPARTMENT OF HUMAN SERVICES

PGCCSA SMALL PROCUREMENT SOLICITATION FOR

LEGAL COURIER SERVICE

PGCCSA/COURIER/24-001

SMALL BUSINESS RESERVE PROCUREMENT

THIS IS A SMALL BUSINESS RESERVE PROCUREMENT FOR WHICH AWARD WILL BE LIMITED TO

CERTIFIED SMALL BUSINESS VENDORS. ONLY BUSINESSES THAT MEET THE STATUTORY

REQUIREMENTS SET FORTH IN STATE FINANCE AND PROCUREMENT ARTICLE, §§14-501 —14-

505, ANNOTATED CODE OF MARYLAND, AND THAT ARE CERTIFIED BY THE GOVERNOR’S OFFICE OF

SMALL, MINORITY & WOMEN BUSINESS AFFAIRS (GOSBA) SMALL BUSINESS RESERVE

PROGRAM ARE ELIGIBLE FOR AWARD OF A CONTRACT. SEE THE ATTACHED NOTICE TO OFFERORS

(ATTACHMENT G).

HOWEVER, IF SMALL BUSINESSES DO NOT SHOW INTEREST IN THIS SOLICITATION, THE

PROCUREMENT OFFICER HAS THE RIGHT TO REMOVE THE SBR DESIGNATION VIA AN AMENDMENT

TO THE SOLICITATION POSTED ON EMMA.

1. Summary Statement

The Department of Human Services, Prince George’s County Child Support Administration (PGCCSA) is issuing this small procurement Request for Proposals (RFP) in order to seeks legal courier services. The Department intends to make up to one award as a result of this solicitation.

The Agency and vendor shall ensure accurate tracking of all child support files that are delivered and returned. The anticipated duration of services to be provided under this Contract is one (1) year.

Offerors must be able to provide all services and meet all the requirements requested in this solicitation and the successful Offeror (the Contractor) shall remain responsible for the Contract.

2. Background

The PGCCSA provides child support services to customers in Maryland. These services include collaborating with the circuit court to (a) establish paternity and (b) file court orders for child

PGCCSA Small Procurement Solicitation for Legal Courier Services

Small Procurement Request for Proposals (RFP) | Maryland Department of Human Services | Prince George’s County Child Support Administration support payments. Our attorneys and staff attend scheduled hearings at the courthouse and use case files and other materials containing federal tax information (FTI). To comply with IRS 1075 Security Guidelines, case files and other materials must be securely transported. It is essential that the selected contractor protects FTI while files are in transport by using secure vehicles and placing files in a locked security container.

3. Offeror Minimum Qualifications

Unless stated elsewhere in the solicitation, the Offeror must provide proof through an Executive Summary and Company Experience statement that the following Minimum Qualifications have been met.

A. The successful Offeror must have a minimum of ten (10) years of successful experience providing service performance comparable in scope, type, size, magnitude, and complexity as required in the solicitation;

B. The experience of the company officials gained prior to the formation of the company, corporation or other business entity may be considered in the evaluation of the Offeror’s qualifications; and

C. The Offeror shall submit with the bid response three (3) references of government agencies for which the Offeror provides services in scope, type, size, magnitude, and complexity comparable to those specified in the Scope of Work (see Attachment C). Each reference shall be from a client for whom the Offeror has provided services within the past five (5) consecutive years and shall include the following information:

1) Each reference must include:

1. Name and complete address of business or company.

2. Name of the contact person, email address, and current phone number

3. Length of each contract

4. Type of services provided.

PGCCSA reserves the right to request additional references or utilize references not provided by an Offeror.

D. Offerors shall be a bonded courier and provide a copy of their bond status with the Offeror’s submission.

4. Scope of Work Requirements

The Contractor shall:

A. Provide daily, orderly, consistent, and secure round trip pick up and drop off of child support court docket files.

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B. Furnish all labor, supplies, and equipment necessary to provide courier services to PGCCSA in strict conformance with the methods and conditions herein specified. These services include:

1) the pickup of court docket/case files from PGCCSA’s offices in Temple Hills for delivery to the Circuit Courthouse in Upper Marlboro;

2) case files and any material sent by the Circuit Courthouse must be returned the next business day to the PGCCSA office; and

3) files must be delivered to the courthouse on time.

C. Pick-up child support court docket files from the PGCCSA offices between 9:00 AM and 4:00 PM Monday- Friday (except State holidays or State Closures) and deliver them to the Circuit Courthouse in Upper Marlboro where files from the prior day will be collected and returned to the PGCCSA offices by close of the next business day from date of pick-up. Failure to pick up court docket files within the allotted time frame will result in forfeiture of payment for the date(s) of occurrence and a Corrective Action Plan (CAP) may be requested for each occurrence.

D. Notify the Contract Monitor in the event the pickup and/or delivery schedules cannot be met for any reason.

E. Pickup and Delivery Locations:

1) Pick up from Prince George’s County Child Support Administration: 4235 28th Avenue, Suite 135, Temple Hills, MD 20748 – Pickup/Delivery between 9 am and 4 pm daily.

2) Drop off Prince George’s County Circuit Court: 4735 Main Street, Suite 070B, Upper Marlboro, MD 20772 – Pickup/Delivery between 9 am and 4 pm daily.

C. Both the vendor and Agency shall ensure accurate tracking of all child support files that are delivered and returned. The vendor must be compliant with the Internal Revenue Service 1075 Tax Information Security Guidelines.

D. Implement non-material change that may result from new federal laws and regulations, state laws, regulations or policy that may be enacted and promulgated during the Contract term within (5) days of being notified of the change. Any such change that materially changes the scope of the Contract may only be implemented through a written Contract modification.

E. Employee Requirements

The Contractor’s employees must pass a criminal background check and must maintain a current, valid driver’s license and all appropriate insurance.

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F. Vehicle Requirements

The Contractor’s vehicles shall:

1) include an enclosed area separate from the driver’s area where the locked bags or containers are to be securely held during transport and until delivered to its destination.

2) Clearly identify the Contractor’s name on the outside of the vehicle.

5. General Contractor Requirements

A. Insurance Requirements

1) Maintain Commercial General Liability Insurance with limits sufficient to cover losses resulting from, or arising out of, Contractor action or inaction in the performance of the Contract by the Contractor, its agents, employees, or subcontractors, but no less than a Combined Single Limit for Bodily Injury, Property Damage, and Personal and Advertising Injury Liability of $1,000,000 per occurrence and annual aggregate.

B.

2) The Contractor shall maintain Errors and Omissions/Professional

Liability insurance with minimum limits of $1,000,000 per occurrence and annual aggregate.

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

4) The Contractor shall maintain Employee Theft Insurance with minimum limits of $1,000,000 per occurrence.

5) Workers’ Compensation – The Contractor shall maintain such insurance as necessary and/or as required under Workers’ Compensation Acts, the Longshore and Harbor Workers’ Compensation Act, and the Federal Employers’ Liability Act.

6) Within five (5) Business Days of recommendation for Contract award, the Contractor shall provide the Contract Monitor with current certificates of insurance and shall update such certificates from time to time but no less than annually in multi-year contracts, as directed by the Contract Monitor. Such copy of the Contractor’s current certificate of insurance shall contain at minimum the following:

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a) Workers’ Compensation

b) Commercial General Liability

c) Errors and Omissions/Professional Liability

d) Automobile and/or Commercial Truck Insurance

e) Employee Theft Insurance

6. Security Requirements

A. Each person who is an employee or agent of the Contractor shall always display his or her company ID badge while on State or County premises. Upon request of authorized PGCCSA personnel, each such employee or agent shall provide additional photo identification.

B. At all times at any facility, the Contractor’s personnel shall cooperate with State and or Prince George’s County site requirements that include but are not limited to being prepared to be escorted at all times, providing information for badge issuance, and wearing the badge in a visual location at all times.

7. Information Technology (If Applicable)

A. Contractors shall comply with and adhere to the State IT Security Policy and Standards.

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

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

8. Contract Term and Deliverables

Item Due Date

Invoice for Payment Thirty (30) calendar days following receipt

Insurance/ Bond Requirements Five (5) Business Days of recommendation for Contract award, the Contractor shall provide the Contract Monitor with current certificates of insurance, and shall update such certificates periodically, but no less than annually in multi-year contracts

Proof of Employee Background Check

Fifteen (15) Business Days of recommendation for Contract award, http://www.doit.maryland.gov/

Small Procurement Request for Proposals (RFP) | Maryland Department of Human Services | Prince George’s County Child the Contractor shall provide the criminal background check from the Maryland State Police and/or FBI background check.

Corrective Action Plan Within thirty (30) calendar days from the date of the request from

DHR/PGCCA.

9. General Invoicing

A. The Contractor will be paid based on per diem basis Monday through Friday only.

B. The Contractor shall e-mail the original of each invoice to the Contract Monitor and submitted through the State’s invoice submission form. The link will be provided to the selected Contractor.

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

D. An invoice not satisfying the requirements of a Proper Invoice (as defined at COMAR

21.06.09.01 and .02) cannot be processed for payment. To be considered a Proper Invoice, invoices must include the following information, without error:

1) Contractor name and address;

2) Remittance address;

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

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

5) Invoice date;

6) Invoice number;

7) State assigned Contract number;

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

9) Goods or services provided;

10) Amount due; and

11) Any additional documentation required by regulation or the Contract.

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

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

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

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

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

10. PGCCSA Contract Monitor

The Prince George’s County Child Support Administration Contract Monitor is:

NAME: Susan Bossard 4235 28th Avenue, Ste 135 Temple Hills, MD 20748 Tel: 301-316-3437 Email: Susan.Bossard@maryland.gov

After a Contract award, this person will serve as the primary point of contact for the Contractor.

However, for certain contract related actions the Procurement Officer may communicate with the Contractor.

11. Submission Information

Proposals (Offers) must submitted via eMMA by Friday, May 17, by 3:00 P.M. to be considered.

Requests for extension of this date or time shall not be granted. Proposals or unsolicited modifications to proposals arriving after the closing time and date will not be considered, except under the conditions identified in COMAR 21.05.02.10 B and 21.05.03.02 F.

A. All questions are to be received by Thursday, May 2, 2024, by 1:00 P.M. Questions are to be directed to Susan Bossard via email to susan.bossard@maryland.gov

B. All questions will be responded to on Wednesday, May 7, 2024, by email only.

C. All Offers must be received via eMaryland Marketplace Advantage by Friday, May 17, 2024, by 3:00 P.M.

D. Proposal Delivery

1) Proposals shall only be accepted via the state’s internet based electronic procurement system, eMaryland Marketplace Advantage (eMMA).

mailto:Susan.Bossard@maryland.gov mailto:susan.bossard@maryland.gov

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2) Offerors shall provide their Proposals in two separate envelopes through eMMA following the Quick Reference Guides (QRG) labeled “5 -eMMA QRG Responding to Solicitations (RFP)” for double envelope submissions.

3) Two Part (Double Envelope) Submission:

a) Technical Proposal in Technical Proposal in searchable Adobe PDF format.

b) Financial Proposal entered in the price form spreadsheet in a searchable Adobe PDF format.

Technical Proposal Submission shall include:

1) Transmittal Letter. The purpose of the Transmittal Letter is to transmit the Proposal and acknowledge the receipt of any addenda to this RFP issued before the Proposal due date and time. Transmittal Letter should be brief, be signed by an individual who is authorized to commit the Offeror to its Proposal and the requirements as stated in this RFP.

2) OFFEROR’S MINIMUM QUALIFICATIONS: The Offeror shall submit any Minimum Qualifications documentation that may be required, as set forth in RFP Section 3.

3) OFFEROR TECHNICAL RESPONSE TO SCOPE OF WORK REQUIREMENTS

4) REFERENCES: At least three (3) and formatted as outlined in Offeror’s

Qualifications (Attachment C)

5) CERTIFIED COPY: Current Certificate of Liability Insurance

6) Bid Proposal Affidavit

It is the Offeror’s responsibility to completely comply with all proposal submission requirements.

Therefore, any Offeror failing to submit any item in this request document, will be deemed non-responsive.

Documents required upon Notice of Determination for Contract Award.

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

1) Signed Contract

2) Completed Contract Affidavit

3) Copy of certificate of insurance with the prescribed limits as set forth in RFP

Section 7.A “Insurance Requirements,” listing the State as an Additional Insured, if applicable; see Section 7.A.

https://procurement.maryland.gov/emma-qrgs/ https://procurement.maryland.gov/emma-qrgs/

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12. Selection Criteria

The criteria to be used to evaluate each Technical Proposal are listed below in descending order of importance. Unless stated otherwise, any sub-criteria within each criterion have equal weight.

A. Offeror’s Technical Response to Requirements and Work Plan;

B. Experience and Qualifications of Proposed Staff; and C. Offeror Qualifications and Capabilities, including proposed subcontractors.

13. Basis for Award

The Contract will be awarded to the responsible Offeror whose Proposal meets the specifications set forth in the Small Procurement Solicitation and provides the most advantageous offer to PGCCSA. In making this most advantageous Proposal determination, technical factors will receive equal weight with financial factors.

14. Department Contract

The successful Offeror will be expected to sign a contract with the Department, sample enclosed as ATTACHMENT B.

15. Cancellation of Proposals

PGCCSA may cancel this Solicitation, in whole or in part, whenever this action is determined to be fiscally advantageous to the State or otherwise in the State’s best interest. If the Solicitation is canceled, a notice of cancellation will be provided to all prospective Offerors who were sent this Solicitation or otherwise are known by the Procurement Officer to have obtained this Solicitation.

16. Acceptance of Proposals

PGCCSA reserves the right to accept or reject all Proposals, in whole or in part, received in response to this Solicitation, or to waive or permit cure of minor irregularities to serve the best interests of the agency.

17. Proposal Acceptance

The content of this Solicitation and the Proposal of the successful Offeror or Offerors will be included by reference in any resulting Contract. All prices, terms and conditions in the Proposal are irrevocable for

90 days after the closing date for receipt of Proposals or Best and Final Offers. This period may be extended by written mutual agreement between the Offeror and the requesting State organization.

18. Compliance with Laws/Arrearages

By submitting a Proposal in response to this solicitation, the Offeror, if selected for award, agrees that it will comply with all federal, State, and local laws applicable to its activities and obligations under the

Contract.

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

19. Verification of Registration and Tax Payment

Before a business entity can do business in the State, it must be registered with the State Department of

Assessments and Taxation (SDAT). SDAT is located at State Office Building, Room 803, 301 West Preston

Street, Baltimore, Maryland 21201. For registration information, visit https://www.egov.maryland.gov/businessexpress.

20. Procurement Method

This award will be made in accordance with Code of Maryland Regulations (COMAR) 21.05.07, Small Procurement Regulations. The cost to PGCCSA for the services is not expected to reasonably exceed Twenty Thousand Dollars ($20,000.00).

Minority Business Enterprises are strongly encouraged to respond to this solicitation.

Small Procurement Request for Proposals (RFP) | Maryland Department of Human Services | Prince George’s County Child

ATTACHMENTS

When to Submit Attachment Name With Proposal ATTACHMENT A: Financial Proposal

10 Business Days after recommended award

ATTACHMENT B: DHS Sample Contract

With Proposal ATTACHMENT C: Reference Form

With Proposal ATTACHMENT D: Bid/Proposal Affidavit

10 Business Days after recommended award

ATTACHMENT E: Maryland State Holiday Schedule - 2024

N/A ATTACHMENT F: Contract Affidavit

N/A ATTACHMENT G: Notice to Bidders: Small Business Reserve (SBR) Procurement

Small Procurement Request for Proposals (RFP) | Maryland Department of Human Services | Prince George’s County Child

Attachment A. Financial Proposal

Please see attached Excel spreadsheet labeled ATTACHMENT A. FINANCIAL PROPOSAL.

Small Procurement Request for Proposals (RFP) | Maryland Department of Human Services | Prince George’s County Child

Attachment B. Contract

Prince George’s County Child Support Administration (PGCCSA)

“Legal Courier Services”

<<solicitationNumber>>

THIS CONTRACT (the “Contract”) is made this ____ day of _______________, 20___ by and between

________________ (the “Contractor”) and the STATE OF MARYLAND, acting through the

MARYLAND Prince George’s County Child Support Administration (PGCCSA or the Agency).

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

1. Definitions

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

1.1 “COMAR” means Code of Maryland Regulations.

1.2 “Contractor” means the entity first named above whose principal business address is (Contractor’s primary address) and whose principal office in Maryland is (Contractor’s local address), whose

Federal Employer Identification Number or Social Security Number is (Contractor’s FEIN), and whose eMaryland Marketplace Advantage vendor ID number is (eMMA Number).

1.3 “Financial Proposal” means the Contractor’s [pick one: Financial Proposal or Best and Final Offer

(BAFO)] dated _________(Financial Proposal date or BAFO date).

1.4 Minority Business Enterprise (MBE) – Any legal entity certified as defined at COMAR

21.01.02.01B (54) which is certified by the Maryland Department of Transportation under COMAR

21.11.03.

1.5 “RFP” means the Request for Proposals for Legal Courier Services, Solicitation #

<<solicitationNumber>>, and any amendments, addenda, and attachments thereto issued in writing by the State.

1.6 “State” means the State of Maryland.

1.7 “Technical Proposal” means the Contractor’s Technical Proposal dated. ____________ (Technical

Proposal date), as modified and supplemented by the Contractor’s responses to requests clarifications and requests for cure, and by any Best and Final Offer.

1.8 “Veteran-owned Small Business Enterprise” (VSBE) means A business that is verified by the

Center for Verification and Evaluation (CVE) of the United States Department of Veterans Affairs as a veteran-owned small business. See Code of Maryland Regulations (COMAR) 21.11.13.

1.9 Capitalized terms not defined herein shall be ascribed the meaning given to them in the RFP.

2. Scope of Contract

2.1 The Contractor shall perform in accordance with this Contract and Exhibits A-D, which are listed below and incorporated herein by reference. If there is any conflict between this Contract and the

Exhibits, the terms of the Contract shall control. If there is any conflict among the Exhibits, the following order of precedence shall determine the prevailing provision:

Exhibit A – The RFP

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Exhibit B – The Contract Affidavit, executed by the Contractor and dated

Exhibit C – The Technical Proposal

Exhibit D – The Financial Proposal

2.2 The Procurement Officer may, at any time, by written order, make unilateral changes in the work within the general scope of the Contract. No other order, statement, or conduct of the Procurement

Officer or any other person shall be treated as a change or entitle the Contractor to an equitable adjustment under this section. Except as otherwise provided in this Contract, if any change under this section causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work, whether or not changed by the order, an equitable adjustment in the Contract price shall be made and the Contract modified in writing accordingly. The

Contractor must assert in writing its right to an adjustment under this section within thirty (30) days of receipt of written change order and shall include a written statement setting forth the nature and cost of such claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract. Failure to agree to an adjustment under this section shall be a dispute under the

Disputes clause. Nothing in this section shall excuse the Contractor from proceeding with the

Contract as changed.

2.3 Without limiting the rights of the Procurement Officer under Section 2.2 above, the Contract may be modified by mutual agreement of the parties, provided: (a) the modification is made in writing;

(b) all parties sign the modification; and (c) all approvals by the required agencies as described in

COMAR Title 21, are obtained.

3. Period of Performance

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

3.2 In its sole discretion, the Agency shall have the unilateral right to extend the Contract for <<enter the number of periods >>, successive <<enter the length of the period>> - <<select either year(s), month(s), or day(s)>> renewal options (each a “Renewal Term”) at the prices established in the

Contract. “Term” means the Initial Term and any Renewal Term(s).

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

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

4. Consideration and Payment

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

Contracted amount.

The total payment under a fixed price Contract or the fixed price element of a combined fixed price

– time and materials Contract shall be the firm fixed price submitted by the Contractor in its

Financial Proposal.

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4.2 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the

<<typeofAgency>>’s receipt of a proper invoice from the Contractor as required by RFP section

3.3.

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

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

(2) A contract claim has not been filed under State Finance and Procurement

Article, Title 15, Subtitle 2, Annotated Code of Maryland.

The State is not liable for interest:

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

(2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State

Finance and Procurement Article, Annotated Code of Maryland, or by the

Public Service Commission of Maryland with respect to regulated public utilities, as applicable.

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

Electronic funds transfer shall be used by the State to pay Contractor pursuant to this

Contract and any other State payments due Contractor unless the State

Comptroller’s Office grants Contractor an exemption.

4.3 In addition to any other available remedies, if, in the opinion of the Procurement Officer, the

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

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

5. Rights to Records

5.1 The Contractor agrees that all documents and materials including, but not limited to, software, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, mechanical, artwork, computations, and data prepared by the Contractor for purposes of this

Contract shall be the sole property of the State and shall be available to the State at any time. The

State shall have the right to use the same without restriction and without compensation to the

Contractor other than that specifically provided by this Contract.

5.2 The Contractor agrees that at all times during the term of this Contract and thereafter, works created as a Deliverable under this Contract (as defined in Section 7.2), and services performed under this

Contract shall be “works made for hire” as that term is interpreted under U.S. copyright law. To the extent that any products created as a Deliverable under this Contract are not works made for hire for the State, the Contractor hereby relinquishes, transfers, and assigns to the State all of its rights, title, and interest (including all intellectual property rights) to all such products created under this

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Contract, and will cooperate reasonably with the State in effectuating and registering any necessary assignments.

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

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

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

Procurement Officer.

6. Exclusive Use

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

Contractor may copyright material connected with this project only with the express written approval of the State.

6.2 Except as may otherwise be set forth in this Contract, Contractor shall not use, sell, sub-lease, assign, give, or otherwise transfer to any third party any other information or material provided to

Contractor by the <<typeofAgency>> or developed by Contractor relating to the Contract, except as provided for in Section 8. Confidential or Proprietary Information and Documentation.

7. Patents, Copyrights, and Intellectual Property

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

Contract.

7.2 Except for (1) information created or otherwise owned by the <<typeofAgency>> or licensed by the <<typeofAgency>> from third parties, including all information provided by the

<<typeofAgency>> to Contractor; (2) materials created by Contractor or its subcontractor(s) specifically for the State under the Contract (“Deliverables”), except for any Contractor Pre-

Existing Intellectual Property included therein; and (3) the license rights granted to the State, all right, title, and interest in the intellectual property embodied in the solution, including the know-how and methods by which the solution is provided and the processes that make up the solution, will belong solely and exclusively to Contractor and its licensors, and the <<typeofAgency>> will have no rights to the same except as expressly granted in this Contract. Any SaaS Software developed by Contractor during the performance of the Contract will belong solely and exclusively to Contractor and its licensors. For all Software provided by the Contractor under the Contract, Contractor hereby grants to the State a nonexclusive, irrevocable, unlimited, perpetual, non-cancelable, and non-terminable right to use and make copies of the Software and any modifications to the Software. For all Contractor Pre-Existing Intellectual Property embedded in any Deliverables, Contractor grants to the State a license to use such Contractor Pre-Existing Intellectual Property in connection with its permitted use of such Deliverable. During the period between delivery of a

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Deliverable by Contractor and the date of payment therefor by the State in accordance with this

Contract (including throughout the duration of any payment dispute discussions), subject to the terms and conditions contained herein, Contractor grants the State a royalty-free, non-exclusive, limited license to use such Deliverable and to use any Contractor Materials contained therein in accordance with this Contract.

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

7.4 Without limiting Contractor’s obligations under Section 5.3, if an infringement claim occurs, or if the State or the Contractor believes such a claim is likely to occur, Contractor (after consultation with the State and at no cost to the State): (a) shall procure for the State the right to continue using the allegedly infringing component or service in accordance with its rights under this Contract; or

(b) replace or modify the allegedly infringing component or service so that it becomes non-infringing and remains compliant with all applicable specifications.

7.5 Except as otherwise provided herein, Contractor shall not acquire any right, title or interest

(including any intellectual property rights subsisting therein) in or to any goods, Software, technical information, specifications, drawings, records, documentation, data or any other materials

(including any derivative works thereof) provided by the State to the Contractor. Notwithstanding anything to the contrary herein, the State may, in its sole and absolute discretion, grant the

Contractor a license to such materials, subject to the terms of a separate writing executed by the

Contractor and an authorized representative of the State as well as all required State approvals.

7.6 Without limiting the generality of the foregoing, neither Contractor nor any of its subcontractors shall use any Software or technology in a manner that will cause any patents, copyrights or other intellectual property which are owned or controlled by the State or any of its affiliates (or for which the State or any of its subcontractors has received license rights) to become subject to any encumbrance or terms and conditions of any third party or open source license (including, without limitation, any open source license listed on http://www.opensource.org/licenses/alphabetical)

(each an “Open Source License”). These restrictions, limitations, exclusions and conditions shall apply even if the State or any of its subcontractors becomes aware of or fails to act in a manner to address any violation or failure to comply therewith. No act by the State or any of its subcontractors that is undertaken under this Contract as to any Software or technology shall be construed as intending to cause any patents, copyrights or other intellectual property that are owned or controlled by the State (or for which the State has received license rights) to become subject to any encumbrance or terms and conditions of any open source license.

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

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

8. Confidential or Proprietary Information and Documentation

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8.1 Subject to the Maryland Public Information Act and any other applicable laws including, without limitation, HIPAA, the HI-TECH Act, and the Maryland Medical Records Act and regulations promulgated pursuant thereto, all confidential or proprietary information and documentation relating to either party (including without limitation, any information or data stored within the

Contractor’s computer systems or cloud infrastructure, if applicable) shall be held in confidence by the other party. Each party shall, however, be permitted to disclose, as provided by and consistent with applicable law, relevant confidential information to its officers, agents, and Contractor

Personnel to the extent that such disclosure is necessary for the performance of their duties under this Contract. Each officer, agent, and Contractor Personnel to whom any of the State’s confidential information is to be disclosed shall be advised by Contractor of the obligations hereunder, and bound by, confidentiality at least as restrictive as those set forth in this Contract.

8.2 The provisions of this section shall not apply to information that: (a) is lawfully in the public domain; (b) has been independently developed by the other party without violation of this Contract;

(c) was already rightfully in the possession of such party; (d) was supplied to such party by a third party lawfully in possession thereof and legally permitted to further disclose the information; or (e) which such party is required to disclose by law.

9. Loss of Data

9.1 In the event of loss of any State data or records where such loss is due to the act or omission of the

Contractor or any of its subcontractors or agents, the Contractor shall be responsible for restoring or recreating, as applicable, such lost data in the manner and on the schedule set by the Contract

Monitor. The Contractor shall ensure that all data is backed up and recoverable by the Contractor.

At no time shall any Contractor actions (or any failures to act when Contractor has a duty to act) damage or create any vulnerabilities in data bases, systems, platforms, and applications with which the Contractor is working hereunder.

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

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

10. Indemnification and Notification of Legal Requests

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

10.2. The State has no obligation: (i) to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought against the

Contractor or its subcontractors as a result of or relating to the Contractor’s obligations or performance under this Contract, or (ii) to pay any judgment or settlement of any such suit, claim or action. Notwithstanding the foregoing, the Contractor shall promptly notify the Procurement

Officer of any such claims, demands, actions, or suits.

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

Contractor shall promptly notify the State of such receipt providing the State with a reasonable opportunity to intervene in the proceeding before the time that Contractor is required to comply with such subpoena, other process or discovery request. .

11. Non-Hiring of Employees

No official or employee of the State, as defined under Md. Code Ann., General Provisions Article, §

5-101, whose duties as such official or employee include matters relating to or affecting the subject matter of this Contract, shall, during the pendency and term of this Contract and while serving as an official or employee of the State, become or be an employee of the Contractor or any entity that is a subcontractor on this Contract.

12. Disputes

This Contract shall be subject to the provisions of Md. Code Ann., State Finance and Procurement

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

21.10.04.02.

13. Maryland Law Prevails

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

Maryland.

13.2 The Maryland Uniform Computer Information Transactions Act (Commercial Law Article, Title

22 of the Annotated Code of Maryland) does not apply to this Contract or any purchase order, task order, or Notice to Proceed issued thereunder, or any software, or any software license acquired hereunder.

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

14. Nondiscrimination in Employment

The Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, sexual orientation, gender identification, marital status, national origin, ancestry, genetic information, or any otherwise unlawful use of characteristics, or disability of a qualified individual with a disability unrelated in nature and extent so as to reasonably preclude the performance of the employment, or the individual’s refusal to submit to a genetic test or make available the results of a genetic test; (b) to include a provision similar to that contained in subsection (a), above, in any underlying subcontract except a subcontract for standard commercial supplies or raw materials; and (c) to post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause.

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15. Contingent Fee Prohibition

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

16. Non-Availability of Funding

If the General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Contract succeeding the first fiscal period, this

Contract shall be canceled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either the

State’s or the Contractor’s rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Contractor and the State from future performance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the Contract. The State shall notify the Contractor as soon as it has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond the first.

17. Termination for Default

If the Contractor fails to fulfill its obligations under this Contract properly and on time, fails to provide any required annual and renewable bond 30 days prior to expiration of the current bond then in effect, or otherwise violates any provision of the Contract, the State may terminate the Contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination.