Transit Business, Organization and Program Development Solicitation #: AGY-24-023-SR RFP Document

RFP for Maryland Transit Administration Page 1 of 42

STATE OF MARYLAND

MARYLAND TRANSIT ADMINISTRATION (MTA)

REQUEST FOR PROPOSALS (RFP)

TRANSIT BUSINESS, ORGANIZATION AND PROGRAM

DEVELOPMENT

RFP NUMBER AGY-24-023-SR

ISSUE DATE: NOVEMBER 6, 2025

A Prospective Offeror that has received this document from a source other than eMaryland Marketplace Advantage (eMMA) https://procurement.maryland.gov should register on eMMA https://emma.maryland.gov/

MINORITY BUSINESS ENTERPRISES ARE ENCOURAGED TO RESPOND TO THIS

SOLICITATION.

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STATE OF MARYLAND

MARYLAND TRANSIT ADMINISTRATION (MTA)

KEY INFORMATION SUMMARY SHEET

Request for Proposals Services - Transit Business, Organization and Program Development

Solicitation Number: AGY-24-023-SR / BPM054041

RFP Issue Date: November 6, 2025

RFP Issuing Office: Maryland Transit Administration (MTA or the "Department")

Procurement Officer: Stephanie Harrison Office of Procurement Purchasing Department 1331 South Monroe Street 2nd Fl., Rm. 14-214 Baltimore, MD 21230

Email:

Phone Number:

SHarrison2@mdot.maryland.gov 410-454-7917

Proposals are to be sent to: Submit on emma.maryland.gov under Solicitation Number AGY-24-023-SR To submit a proposal, offerors must first register on emma.maryland.gov.

We recommend registering in advance to become acquainted with the site.

No Bid/Proposal Notice Feedback Form

*If you are not submitting a proposal for this solicitation, submit Attachment 1 with your reasons why.

Pre-Proposal Conference: November 20, 2025 @ 10:00am Local Time, Conference Call #: 1-667-262-2962 Phone Conference ID: 831 406 141# See Section 4.3 for additional details.

See Attachment 2 to RSVP by November 14, 2025 to Attend

Scheduled Site Visit N/A

Questions Due Date and Time: December 4, 2025 @ 2:00pm Local Time

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Proposal Due (Closing) Date and Time:

December 15, 2025 @ 2:00pm Local Time Offerors are reminded that a completed Feedback Form is requested if a no-bid/proposal decision is made (see Attachment 1 - No Bid Notice/Vendor Feedback Form).

MBE Subcontracting Goal: An overall Minority Business Enterprise (MBE) or Disadvantaged Business Enterprise (DBE) subcontract participation goal of 29 percent of the total contract dollar amount, including all renewal option terms, if any, has been established for this procurement. The overall MBE or DBE subcontract participation goal includes the following subgoals, which have been established for this procurement:

_____% for African-American MBEs;

_____% for Asian-American MBEs;

_____% for Hispanic-American MBEs; and _____% for Woman-Owned MBEs.

Refer to Exhibit 1 for information on how goal setting was determined.

Also, refer to Appendix 4 for information about the MBE or DBE program and goals.

VSBE Subcontracting Goal: This solicitation includes a VSBE participation Goal of 1% .

Refer to Exhibit 1 for information on how goal setting was determined.

Also, refer to Appendix 5 for information about the VSBE program and goals.

Procurement Method: A Contract will be awarded in accordance with the Competitive Sealed Proposals method under COMAR 21.05.03.

Multiple or Alternate Bids: Multiple or alternate Proposals will not be accepted.

Contract Type: Indefinite Quantity with Firm Fixed Prices with Task Orders of Time & Materials and Fixed Price.

Contract Duration: Five (5) years and One (1) - One (1) year option

Primary Place of Performance:

Maryland Transit Administration 6 St. Paul Street Baltimore, MD 21202

SBR Designation: No

Federal Funding: No

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TABLE OF CONTENTS – RFP

1 Minimum Qualifications

1.1 Offeror Minimum Qualifications

2 Contractor Requirements: Scope of Work

2.1 Summary Statement

2.2 Background and Purpose

2.3 Contractor Responsibilities and Tasks

2.4 Experience and Personnel

2.5 Substitution of Personnel

2.6 Supplemental Category of Work Requirements and Responsibilities

3 Standard Terms and Conditions

3.1 Contract Initiation Requirements

3.2 End of Contract Transition

3.3 Invoicing

3.4 Liquidated Damages

3.5 Problem Escalation Procedure

3.6 Work Orders

3.7 Payments by Electronic Funds Transfer

3.8 Prompt Payment Policy

3.9 Federal Funding Acknowledgement

3.10 Conflict of Interest Affidavit and Disclosure

3.11 Non-Disclosure Agreement

3.12 Maryland Healthy Working Families Act Requirements

3.13 The State of Maryland’s Commitment to Purchasing Environmentally Preferred Products and

Services (EPPs)

3.14 Insurance Requirements

3.15 Non-Compete Clause Prohibition

4 Proposal Submission Information and Instructions

4.1 eMaryland Marketplace Advantage (eMMA)

4.2 Electronic Means

4.3 Pre-Proposal Conference

4.4 Questions

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4.5 Proposal Due (Closing) Date and Time

4.6 Economy of Preparation

4.7 Public Information Act Notice

4.8 Oral Presentation

4.9 Duration of Proposals

4.10 Revisions to the RFP

4.11 Cancellations

4.12 Incurred Expenses

4.13 Protest/Disputes

4.14 Offeror Responsibilities

4.15 Acceptance of Terms and Conditions

4.16 Compliance with Laws/Arrearages

4.17 Verification of Registration and Tax Payment

4.18 False Statements

5 Proposal Submission Information and Instructions

5.1 Two Part Submission

5.2 Proposal Delivery and Packaging

5.3 Volume I - Technical Proposal

5.4 Volume II – Financial Proposal

6 Evaluation and Selection Process

6.1 Evaluation Committee

6.2 Technical Proposal Evaluation Criteria

6.3 Financial Proposal Evaluation Criteria

6.4 Reciprocal Preference

6.5 Selection Procedures

6.6 Documents Required upon Notice of Recommendation for Contract Award RFP Attachments

(Table B)

7 RFP Appendices and Exhibits

7.1 Appendices (Table C)

7.2 Exhibits (Table D)

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1 Minimum Qualifications

1.1 Offeror Minimum Qualifications

There are no Offeror Minimum Qualifications for this procurement.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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2 Contractor Requirements: Scope of Work

2.1 Summary Statement

This Request for Proposals (RFP) is issued to procure the goods or services, as specified in this Section 2, from a contract between the selected offeror(s) and the State of Maryland (State). The purpose of this solicitation is to procure a Transit Business, Organization and Program Development.

It is the State’s intention to obtain goods and services, as specified in this RFP, from a contract between the selected Offeror and the State. The Department intends to make up to three (3) awards as a result of this RFP. See RFP Section 6.5 Selection Procedures for more Contract award information.

A Contract award does not ensure a Contractor will receive all or any State business under the Contract.

2.1.1 The Maryland Transit Administration (MTA or the Administration) is issuing this Request for Proposals (RFP) to provide technical services necessary for the completion of various business planning, strategic and organizational management projects and program management projects.

2.1.2 It is the State’s intention to obtain services, as specified in this RFP, from a Contract between the selected Offeror and the State. The anticipated duration of services to be provided under this Contract is five years and one (1) - one (1) year option.

2.1.3 The Administration intends to make up to four (4) awards as a result of this RFP. See RFP

Section 4.9 for more Contract award information.

2.1.4 MTA seeks to award contracts with high utilization of small and disadvantaged businesses.

Many of the requested services can be performed by MBE firms available in the industry throughout the region including, but not limited to environmental consulting, logistics, information technology, engineering services, technical consulting services, office administration services, and custom computer programing services.

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

2.2 Background and Purpose

The State is issuing this solicitation for the purpose of assisting the MTA with business and program management tasks. These services will be provided for all divisions within the MTA but managed by the Office of Planning, which provides overall project management and liaison services.

2.3 Contractor Responsibilities and Tasks

A. Scope of Work Requirements

1. The Contractor(s) shall provide technical services necessary for the completion of various projects as described below on an “on-call” basis. An Offeror is not required to be able to provide all the types of services listed in RFP § 2.3(B)(Services to be Provided) to be eligible for Contract award. The Contractor(s) will be under the direct

RFP for Maryland Transit Administration Page 8 of 42 supervision and administration of the Contract Monitor for the MTA’s Office of Planning. All liaison services and all approvals required will be through said Contract Monitor or their designee.

2. For each Task Order (TO), the Contractor(s) shall respond in writing within five working days after receipt of a written request from the MTA Contract Monitor or his/her designee, with a Task Order Proposal (TOP). The Task Order Proposal shall include a proposed work plan, subject to MTA approval, including scope of services, person hour estimate, specific staffing, cost estimate, and schedule that includes allowances for periods of time for MTA’s review of deliverables. The approved schedule and cost estimate, except for reasonable cause, shall not be exceeded.

However, the schedule and cost estimate may be adjusted as the task proceeds with an approved Task Order Amendment (TOA).

3. The Task Order Proposal shall be submitted in an MTA approved format, and it shall include a section entitled “Former MTA Personnel”. Within this section the Contractor(s) shall identify any prior MTA employee(s) assigned to the Task Order; the year in which his or her MTA employment ended; the last position held at the MTA; and a statement advising that the scope of services is not work that the employee participated in as an MTA employee. If there are no prior MTA employees working on the Task Order, this section shall include the following statement, “There are no prior MTA Employees working on this Task Order.”

4. Verbal authorization of “Notice to Proceed” by the MTA will be followed by written documentation after final Task Order approval by the MTA Task Order Review Committee is received by the Contract Monitor.

5. Tasks under these Contracts will be individually authorized (See RFP § 4.9, second paragraph), and no services may be undertaken without an approved Task Order issued by the MTA Contract Monitor. Any deviation from the approved specific staffing must be approved in advance by the MTA Contract Monitor with concurrence from the MTA Task Order Manager (TOM). The Contractor(s) will not be reimbursed for monies expended above the approved authorized limit without the prior approval of the MTA Contract Monitor with concurrence from the individual Task Order Manager. No minimum amount of work is guaranteed to any Contractor(s) or subcontractor under this Contract.

The Contractor(s) shall be expected to submit for MTA’s approval a project schedule for the services on any given Task.

B. Services to be Provided

1. Management/Organizational Development – The MTA requires the services of a firm, experienced in management/organizational development consulting and staffing public transit organizations to examine the Agency’s present administration and operations with respect to cost efficiencies, goal attainment, financial management, effectiveness and professional training and retention. The subject of these studies and analyses may include management layers, executive recruitment, resource allocation, organizational goals and objectives, redundancy of functions, unit effectiveness, uniformity of approach or methodology, interrelationships of functions, skill matrix analysis and review of labor contract provisions which includes pension analysis.

2. Tangible Results Program -The Contractor(s) may be required to prepare, analyze data and develop presentations for the MTA on key performance indicators. In this program, strategies are developed and employed, managers held accountable, and results measured --not yearly, quarterly, or monthly, but week to week. The data

RFP for Maryland Transit Administration Page 9 of 42 covers a wide variety of information. Accurate and timely information is critical to the success of the process.

3. Integrated Planning and Management Data Systems – The MTA needs assistance in bringing together both manual and IT maintained planning and management data systems that are essential to the Administrator and senior managers in the daily and longer term operation of the MTA’s various transit systems and their supporting management data systems. Some present data collection efforts may now be redundant, new information may be required, and some information needs to be more readily available to executive staff. Contractor assistance in documenting the data presently collected; how it is used in planning, management, emergency and security situations; what new data may be required and how it should be formatted and distributed is essential. The Contractor shall provide support in collecting, analyzing and reporting on this integration of planning and management of data systems.

4. Mobility Management, Scheduling and Data Systems – The MTA Mobility Division requires assistance with daily documentation, data systems oversight, scheduling review and data collection.

5. Real Estate Assistance – The MTA requires services to support the MTA’s Office of Real Estate. The Contractor shall provide support in collecting, analyzing, reporting and presenting recommendations as requested.

6. Benefits Analysis – The MTA requires services to support the MTA’s healthcare benefits program which includes analysis of Medicare Part D, Medicare Part D Subsidy, renewal planning, premium equivalent rate projections and other services. The Contractor shall provide support in collecting, analyzing, reporting and presenting recommendations as requested.

7. Federal Compliance Assistance – The MTA requires assistance with developing new programs to meet federal requirements for such areas as Title VI, drug and alcohol requirements, ADA requirements, Procurement, reporting systems requirements, etc. The subject of these requirements may include analysis of the regulation, implementation strategies, data verification, and report submittal.

8. Service Development - The MTA requires Contractor assistance in comprehensive service reviews.

This may include:

a. Reviewing route structure to maximize ridership potential and/or operating effectiveness.

b. Developing and administering passenger surveys.

c. Ridership forecasting to determine impacts of service modifications.

d. Scheduling efficiency reviews to evaluate running time and recovery time, interlining and operating efficiency

e. GIS technical support.

f. Graphics and mapping for presentations at meetings or hearings, as well as plotting of origin/destination or demographic information.

9. Strategic Initiatives Support for Office of Human Resources – The MTA requires Contractor assistance in comprehensive strategic initiatives support. The support includes, but is not limited to, leave absence evaluation and analyses, policy recommendations, development and drafting pertaining thereto, talent acquisition strategies and implementation regarding Executive Service recruitments, review and revision of existing position descriptions, administration of pre-employment testing services, review and evaluation of MTA global human resources information system, development of advertising and promotional

RFP for Maryland Transit Administration Page 10 of 42 strategies regarding the acquisition of transportation talent for the MTA.

C. Labor Categories/Staffing

The offeror shall propose staff that meet the personnel requirements as described below in each Labor Category.

1. Project Manager (One Position) - Twelve (12) years’ experience in urban transit, business management, organizational management or transportation planning; with progressive technical and managerial responsibility; Bachelor's Degree (Master’s Degree preferred but not required).

2. Senior Transportation Planning Manager - Ten (10) years’ experience in urban transit, business management, organizational management or transportation planning; with progressive technical and managerial responsibility; Bachelor's Degree.

3. Transportation Manager - Eight (8) years’ experience in transportation and transit planning; or business and organizational management; progressive technical responsibility for such projects which have involved the supervision of staff; Bachelor's Degree in Transportation Planning, Business or related field.

4. Senior Transportation Professional – Seven (7) years’ experience in management or organizational development and/or transportation planning; should be familiar with multi-modal planning with progressive technical and managerial responsibility for projects similar to the scope and size of this project; Bachelor’s Degree in Management/Organizational Development, Transportation Planning or related field.

5. Transportation Professional – Six (6) years’ experience in transportation and transit planning; or business and organizational management; progressive technical responsibility for such projects which has involved the supervision of staff; Bachelor’s Degree in Transportation Planning, Business, or related field.

6. Management Professional - Five (5) years’ experience in transportation and transit planning;

or business and organizational management; progressive technical responsibility for such projects which involve the supervision of staff; Bachelor's Degree in Transportation Planning, Business or related field.

7. Senior Transit Data Analyst – Three (3) years’ experience in transportation and transit planning; or business and organizational management; progressive technical responsibility;

Bachelor's Degree.

8. Data Analyst – Two (2) years’ experience in a professional environment; PC literate, with working knowledge of Excel and PowerPoint; good communication skills both written and verbal.

9. Clerical – One (1) year of experience in a professional environment; PC literate, with working knowledge of Excel and PowerPoint; good communication skills both written and verbal.

The Project Manager is considered Key Personnel and shall be located in the Maryland Metropolitan area or travel to perform project tasks at no additional expense to the MTA. If the Project Manager becomes unavailable for continuation of the work assignment, the Contractor shall replace said individual(s) with personnel of substantially equal ability and qualifications. See RFP Section 3.8. However, any changes to designated Key Personnel shall require the prior written approval of the MTA Contract Monitor. If acceptable, changes shall be affected without additional cost to the MTA and without formal modification of the Agreement.

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On certain Task Orders, the MTA will require that certain proposed Key Personnel be assigned to the Task Order. In this instance, said Key Personnel shall be identified in the approved Task Order Agreement. Any changes to staffing on individual Task Orders shall require the prior consent of the MTA Task Order Manager and the written approval of the MTA Contract Monitor.

The Offeror shall describe how project staff shall be readily available to the MTA and adhere to MTA’s core values.

D. Basis of Compensation/Method of Payment/Travel Cost:

The basis of compensation for services performed under the Contract(s) awarded as a result of this RFP will be fully loaded labor rates included in the Offeror’s Financial Proposal on an hourly basis for each of the staff classifications requested.

1. Fully Loaded - The inclusion in labor category billing rates of all profit, direct and indirect costs associated with performing a Task Order Agreement (TOA). The indirect costs shall include all costs that would normally be considered General and Administrative costs including Routine Travel costs.

2. Travel Definitions:

a. Routine Travel is travel within a 50-mile radius of 6 St. Paul Street, Baltimore, Md. 21202, or the Contractor’s facility, whichever is closer to the Contractor service site. There will be no payment for labor hours for travel time or reimbursement for any travel expenses for work performed within these radiuses or at the Contractor’s facility.

b. Non-routine Travel is travel beyond the 50-mile radius of 6 St. Paul Street, Baltimore, Md. 21202, or the Contractor’s facility, whichever is closer to the Contractor service site. Non- routine travel will be identified within a TOA, if appropriate, and will be reimbursed according to the State’s travel regulations and reimbursement rates. (see Exhibit 2, and the Administration’s Web Site at:

http://www.dbm.maryland.gov/communities/community.asp?UserID=2&Comm unityID=22 1&Folder=2712|2714 ). If Non-routine Travel is conducted by automobile (See RFP § 2.3.7.2.1), the first fifty (50) miles of such travel shall be treated as Routine Travel and as described in Part 1 of this definition, will not be reimbursed. The Contractor may bill for labor hours expended in traveling by automobile beyond the identified fifty-mile radius for Routine Travel in addition to any mileage reimbursement.

2.4 Experience and Personnel

2.4.1 Preferred Offeror Experience

THIS SECTION IS INAPPLICABLE TO THIS RFP.

2.4.2 Personnel Experience

See Section 2.3.

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2.5 Substitution of Personnel

2.5.1 Continuous Performance of Key Personnel

When Key Personnel are identified for the Contract, the following apply:

A. Key Personnel shall be available to perform Contract requirements as of the NTP Date.

Unless explicitly authorized by the Contract Monitor or specified in the Contract, Key Personnel shall be assigned to the State of Maryland as a dedicated resource.

B. Key Personnel shall perform continuously for the duration of the Contract, or such lesser duration as specified in the Technical Proposal. Key Personnel may not be removed by the Contractor from working under the Contract without the prior written approval of the Contract Monitor.

C. The provisions of this section apply to Key Personnel identified in any Task Order proposal and agreement, if issued, and any Work Order Request and Work Order, if issued.

2.5.2 Definitions

For the purposes of this section, the following definitions apply:

A. Extraordinary Personal Event – means any of: leave under the Family Medical Leave Act;

an Incapacitating injury or Incapacitating illness; or other circumstances that in the sole discretion of the State warrant an extended leave of absence, such as extended jury duty or extended military service that precludes the individual from performing his/her job duties under the Contract.

B. Incapacitating – means any health circumstance that substantially impairs the ability of an individual to perform the job duties described for that individual’s position in the RFP or the Contractor’s Technical Proposal.

2.5.3 Contractor Personnel General Substitution Provisions

The following provisions apply to all of the circumstances of Contractor Personnel substitution described in Section 2.5.4.

A. The Contractor shall demonstrate to the Contract Monitor’s satisfaction that the proposed substitute has qualifications at least equal to those of the Contractor Personnel proposed to be replaced.

B. The Contractor shall provide the Contract Monitor with a substitution request that shall include:

1. A detailed explanation of the reason(s) for the substitution request;

2. The resume of the proposed substitute, signed by the substituting individual and his/her formal supervisor;

3. The official resume of the current personnel for comparison purposes; and

4. Evidence of any required credentials.

C. The Contract Monitor may request additional information concerning the proposed substitution and may interview the proposed substitute personnel prior to deciding whether to approve the substitution request.

D. The Contract Monitor will notify the Contractor in writing of: (i) the acceptance or denial, or

(ii) contingent or temporary approval for a specified time limit, of the requested substitution.

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The Contract Monitor will not unreasonably withhold approval of a proposed Contractor Personnel replacement.

2.5.4 Replacement Circumstances

A. Directed Personnel Replacement

1. The Contract Monitor may direct the Contractor to replace any Contractor Personnel who, in the sole discretion of the Contract Monitor, are perceived as being unqualified, non-productive, unable to fully perform the job duties, disruptive, or known, or reasonably believed, to have committed a major infraction(s) of law, Department policies, or Contract requirements. Normally, a directed personnel replacement will occur only after prior notification of problems with requested remediation, as described in paragraph 2.5.4.A.2.

2. If deemed appropriate in the discretion of the Contract Monitor, the Contract Monitor may give written notice of any Contractor Personnel performance issues to the Contractor, describing the problem and delineating the remediation requirement(s). The Contractor shall provide a written response to the remediation requirements in a Remediation Plan within ten (10) days of the date of the notice and shall immediately implement the Remediation Plan upon written acceptance by the Contract Monitor. If the Contract Monitor rejects the Remediation Plan, the Contractor shall revise and resubmit the plan to the Contract Monitor within five (5) days, or in the timeframe set forth by the Contract Monitor in writing.

3. Should performance issues persist despite an approved Remediation Plan, the Contract Monitor may give written notice of the continuing performance issues and either request a new Remediation Plan within a specified time limit or direct the substitution of Contractor Personnel whose performance is at issue with a qualified substitute, including requiring the immediate removal of the Contractor Personnel at issue.

4. Replacement or substitution of Contractor Personnel under this section shall be in addition to, and not in lieu of, the State’s remedies under the Contract or which otherwise may be available at law or in equity.

5. If the Contract Monitor determines to direct substitution under 2.5.4.A.1, if at all possible, at least fifteen (15) days advance notice shall be given to the Contractor. However, if the Contract Monitor deems it necessary and in the State’s best interests to remove the Contractor Personnel with less than fifteen (15) days’ notice, the Contract Monitor may direct the removal in a timeframe of less than fifteen (15) days, including immediate removal.

6. In circumstances of directed removal, the Contractor shall, in accordance with paragraph 2.5.4.A.1 of this section, provide a suitable replacement for approval within fifteen (15) days of the notification of the need for removal, or the actual removal, whichever occurs first.

A. Key Personnel Replacement

1. To replace any Key Personnel in a circumstance other than as described in 2.5.4.B, including transfers and promotions, the Contractor shall submit a substitution request as described in Section 2.5.3 to the Contract Monitor at least fifteen (15) days prior to the intended date of change. A substitution may not occur unless and until the Contract Monitor approves the substitution in writing.

B. Key Personnel Replacement Due to Sudden Vacancy

1. The Contractor shall replace Key Personnel whenever a sudden vacancy occurs (e.g., Extraordinary Personal Event, death, resignation, termination). A termination or

RFP for Maryland Transit Administration Page 14 of 42 resignation with thirty (30) days or more advance notice shall be treated as a replacement under Section 2.5.4.B.1.

2. Under any of the circumstances set forth in this paragraph B, the Contractor shall identify a suitable replacement and provide the same information and items required under Section 2.5.3 within fifteen (15) days of the actual vacancy occurrence or from when the Contractor first knew or should have known that the vacancy would be occurring, whichever is earlier.

C. Key Personnel Replacement Due to an Indeterminate Absence

1. If any Key Personnel has been absent from his/her job for a period of ten (10) days and it is not known or reasonably anticipated that the individual will be returning to work within the next twenty (20) days to fully resume all job duties, before the 25th day of continuous absence, the Contractor shall identify a suitable replacement and provide the same information and items to the Contract Monitor as required under Section 2.5.3.

2. However, if this person is available to return to work and fully perform all job duties before a replacement has been authorized by the Contract Monitor the Contract Monitor may, at his/her sole discretion, authorize the original personnel to continue to work under the Contract, or authorize the replacement personnel to replace the original personnel, notwithstanding the original personnel’s ability to return.

2.5.5 Substitution Prior to and Within 30 Days After Contract Execution

Prior to Contract execution or within thirty (30) days after Contract execution, the Offeror may not substitute proposed Key Personnel except under the following circumstances (a) for actual full-time personnel employed directly by the Offeror: the vacancy occurs due to the sudden termination, resignation, or approved leave of absence due to an Extraordinary Personal Event, or the death of such personnel; and (b) for any temporary staff, subcontractors or 1099 contractors: the vacancy occurs due to an Incapacitating event or the death of such personnel. To qualify for such substitution, the Offeror must demonstrate to the State's satisfaction the event necessitating substitution. Proposed substitutions shall be of equal caliber or higher, in the State's sole discretion. Proposed substitutes deemed by the State to be less qualified than the originally proposed individual may be grounds for pre-award disqualification or post-award termination

2.6 Supplemental Category of Work Requirements and Responsibilities

THIS SECTION IS INAPPLICABLE TO THIS RFP.

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3 Standard Terms and Conditions

3.1 Contract Initiation Requirements

Once all approvals have been obtained and the Contract is fully executed, the Procurement Officer may schedule a kickoff meeting to be held prior to commencement of Contract performance.

3.2 End of Contract Transition

The Contractor shall cooperate in the orderly transition of services from it to a subsequent contractor at the end of the contract term or upon receipt of a Notice of Termination from the State. Transition shall be provided in a prompt and timely manner and shall proceed in accordance with the schedule provided to the Contractor by the State in the Notice of Transition. Additional instructions regarding transition services may be provided in the event of a Notice of Termination issued by the State.

3.3 Invoicing

Submission of an invoice constitutes the Contractor’s verification that the information in the invoice is accurate as of the time of submission.

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

A. Contractor name and address;

B. Remittance address;

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

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

E. Invoice date;

F. Invoice number;

G. State assigned Contract number;

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

I. Goods or services provided;

J. Amount due; and K. Any additional documentation required by regulation or the Contract.

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

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

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

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

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3.3.1 Invoice Submission Schedule

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

A. Invoices are due by the 30th of the month following the month in which services were performed.

3.3.2 Travel Reimbursement

Travel will not be reimbursed under this RFP.

3.4 Liquidated Damages

3.4.1 MBE Liquidated Damages

MBE liquidated damages are identified in Exhibit 2 – Sample Contract.

3.4.2 Liquidated Damages other than MBE

Liquidated damages other than MBE are identified in Exhibit 2 – Sample Contract.

3.5 Problem Escalation Procedure

No later than ten (10) Business Days after notice of recommended award or after the date of the Notice to Proceed, whichever is earlier, the Contractor must provide, and thereafter, maintain a Problem Escalation Procedure (PEP) for both routine and emergency situations. The PEP must state how the Contractor will address problem situations as they occur during the performance of the Contract, especially problems that are not resolved to the satisfaction of the State within appropriate timeframes and must include:

A. Contact information B. The process for establishing the existence of a problem;

C. Names, titles, and contact information for progressively higher levels of personnel in the

Contractor’s organization who would become involved in resolving a problem;

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

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

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

G. Contact information for persons responsible for resolving issues after normal business hours

(e.g., evenings, weekends, holidays) and on an emergency basis; and H. A process for updating and notifying the Contract Monitor of any changes to the PEP.

I. The PEP must be updated within ten (10) Business Days after any change in circumstance which changes the PEP but not less than annually within ten (10) Business Days after the start of each Contract year .

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

3.6 Task Orders

A. Additional services will be provided via a Task Order process. Work shall not begin in advance of a fully executed Task Order. A Task Order may be issued for time & material and fixed price. T&M Task Orders will be issued in accordance with pre-approved Labor Categories with the fully loaded rates on the Attachment B – The Price Form.

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B. Task Order Requests (See sample at Table C. – Appendix 11. Work Order Sample) for the provision of services or resources that are within the scope of this RFP will be issued to the Contractor. The Task Order Request will include:

1. Technical requirements and description of the service or resources needed;

2. Performance objectives and/or deliverables, as applicable;

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

4. Required place(s) where work must be performed.

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

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

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

3. A description of proposed resources required to perform the requested tasks, with labor categories listed in accordance with Appendix 3.

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

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

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

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

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

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

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

The Blanket Purchase Order (BPO) issued as a result of this solicitation, and any subsequent amendments, modifications or options issued relevant to this solicitation or BPO, complies with all the terms, conditions and specifications issued with this solicitation and is incorporated in and made part of the Contract – see Exhibit 2 - Sample Contract.

3.7 Payments by Electronic Funds Transfer

By submitting a Proposal in response to this solicitation, the Offeror, if selected for award:

Agrees to accept payments by electronic funds transfer (EFT) unless the State Comptroller’s Office grants an exemption. Payment by EFT is mandatory for contracts exceeding $200,000. The successful Offeror shall register using the COT/GAD X-10 Vendor Electronic Funds (EFT) Registration Request Form.

Any request for exemption must be submitted to the State Comptroller’s Office for approval at the address specified on the COT/GAD X-10 form, must include the business identification information as stated on

RFP for Maryland Transit Administration Page 18 of 42 the form, and must include the reason for the exemption. The COT/GAD X-10 form may be downloaded from the Comptroller’s website at:

http://comptroller.marylandtaxes.com/Vendor_Services/Accounting_Information/Static_Files/GADX10Fo rm20150615.pdf.

3.8 Prompt Payment Policy

This procurement and the Contract(s) to be awarded pursuant to this solicitation are subject to the Prompt Payment Policy Directive issued by the Governor’s Office of Small, Minority & Women Business Affairs (GOSBA) and dated August 1, 2008. Promulgated pursuant to Md. Code Ann., State Finance and Procurement Article, §§ 11-201, 13-205(a), and Title 14, Subtitle 3, and COMAR 21.01.01.03 and 21.11.03.01, the Directive seeks to ensure the prompt payment of all subcontractors on non-construction procurement contracts. The Contractor shall comply with the prompt payment requirements outlined in the Contract, Section 31 “Prompt Pay Requirements” (see Exhibit 2 - Sample Contract). Additional information is available on GOSBA’s website at:

http://www.gomdsmallbiz.maryland.gov/documents/legislation/promptpaymentfaqs.pdf.

3.9 Federal Funding Acknowledgement

This Contract does not contain federal funds.

3.10 Conflict of Interest Affidavit and Disclosure

The Offeror shall complete and sign the Conflict of Interest Affidavit and Disclosure (Attachment I) and submit it with its Proposal.

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

COMAR 21.05.08.08A.

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

Participation in Drafting of Specifications: Disqualifying Event: Offerors are advised that Md. Code Ann.

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

3.11 Non-Disclosure Agreement

3.11.1 Non-Disclosure Agreement (Bidder/Offeror)

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

3.11.2 Non-Disclosure Agreement (Contractor)

This solicitation and any Contract(s) are subject to the terms of the Non-Disclosure Agreement (NDA) contained in this solicitation as Attachment S. This Agreement must be provided within five (5) Business

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Days of notification of recommended award; however, to expedite processing, it is suggested that this document be completed and submitted with the Proposal.

3.12 Maryland Healthy Working Families Act Requirements

On February 11, 2018, the Maryland Healthy Working Families Act went into effect. All Bidders should be aware of how this Act could affect your potential contract award with the State of Maryland.

See the Department of Labor, Licensing and Regulations website for Maryland Healthy Working Families Act Information: https://dllr.state.md.us/paidleave/.

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

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

3.14 Insurance Requirements

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

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

A. Commercial General Liability - Liability coverage shall be at least as broad as Insurance Services Office Form CG 00 01. No modifications or endorsements are allowed that would reduce, limit, restrict, or exclude coverage under the standard unmodified ISO CGL policy coverages. Coverage shall be written on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

B. Worker’s Compensation - The Contractor shall maintain such insurance meeting the statutory requirements of the jurisdiction where the work will be performed, including Employer’s Liability coverage with minimum limits of $1,000,000 each accident for bodily injury or disease. Where and when applicable, Longshore and Harbor Workers’ Compensation Act, (work performed on or over navigable waterways) to cover Contractor’s employees for wages, transportation, maintenance and cure, in accordance with applicable laws. Maritime Coverage Endorsement (Jones Act) for work upon navigable waterways and barges, tugboats, and all other vessels on the ocean and all intracoastal rivers and canals, covering drivers, divers, and underwater personnel, seamen, masters and members of a crew, providing remedy for damage or injury, in accordance with applicable laws.

C. Automobile or Commercial Truck Insurance - Contractor shall maintain Automobile Liability Insurance with limits no less than $1,000,000 per occurrence covering contractor or third party against claims for bodily injury and property damage arising out of the ownership, maintenance, or used of any owned, hired, or non-owned motor vehicle.

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D. Excess/Umbrella Liability Insurance – If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this agreement, then said policies shall be on a true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including, but not limited to, the additional insured, contractual liability & “insured contract” definition for indemnity, occurrence, no limitation of prior work coverage, and primary & non-contributory insurance requirements stated therein. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

3.14.2 Professional Liability Insurance - In an amount not less than $1,000,000 per claim and $3,000,000 in the annual aggregate, covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret) and network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, as well as notification costs and regulatory defense) in the performance of services for or on behalf of hereunder. Such insurance shall be maintained in force at all times during the term of the agreement and for a period of 3 years thereafter for services completed during the term of the agreement. shall be given at least 30 days’ notice of the cancellation or expiration of the aforementioned insurance for any reason. The policy shall contain an affirmative coverage grant for contingent bodily injury and property damage emanating from the failure of the technology services or an error or omission in the product or rendered services provided.

3.14.3 Additional Insured Status - MDOT, MTA, State of Maryland must be added as an additional insured on the faces of the certificates associated with the coverages listed above, including umbrella and excess policies, excluding Workers’ Compensation Insurance and Professional Liability. The MTA, its officers, officials, employees, and volunteers are to be covered as additional insureds on the coverages listed above, including umbrella and excess policies, excluding Workers Compensation and Professional with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance ((at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

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