university of maryland university college faculty & staff engagement ...

UNIVERSITY OF MARYLAND UNIVERSITY COLLEGEREQUEST FOR PROPOSAL # 91020FORFACULTY & STAFF ENGAGEMENT SURVEYCONSULTING SERVICESISSUE DATE: JULY 10, 2012IMPORTANT NOTE: Prospective proposers who have received this document from a source other than the Issuing Officeshould immediately contact the Issuing Office and provide their name and mailing address in order that amendments to theRequest for Proposal or other communications can be sent to them. Any Prospective Proposer who fails to notify the IssuingOffice with this information assumes complete responsibility in the event that they do not receive communications from theIssuing Office prior to the closing date.UNIVERSITY OF MARYLAND UNIVERSITY COLLEGE3501 University Boulevard East, Room ADMIN 2344Adelphi, Maryland 20783www.umuc.eduUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 1 of 53

FACULTY A& STAFF ENGAGEMENT SURVEY CONSULTING SERVICESTHE UNIVERSITY OF MARYLAND, UNIVERSITY COLLEGERFP #91020TABLE OF CONTENTSSECTION #DESCRIPTIONSOLICITATION SCHEDULESection ISection IISection IIIGENERAL INFORMATION/INSTRUCTIONS TO PROPOSERSSCOPE OF WORK/REQUIREMENTSPROCUREMENT PHASES AND EVALUATION PROCESSArticle 1: Technical Proposal Requirements and Initial Technical EvaluationArticle 2: Oral Presentation/Discussion Sessions and Second Technical EvaluationArticle 3: Price Proposal/Price EvaluationArticle 4: Final Evaluation/Ranking and SelectionAPPENDIX A: Technical Proposal Forms• Acknowledgement of Receipt of Addenda• Bid/Proposal AffidavitAPPENDIX B: Price Proposal Forms• Price Proposal Form• Affidavit of Agreement – Maryland Living Wage RequirementsAPPENDIX C: Contract Forms• Consulting Services Agreement• Contract AffidavitAPPENDIX S: SOLICITATION TERMS AND CONDITIONSUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 2 of 53

SOLICITATION SCHEDULEFACULTY AND STAFF ENGAGEMENT SURVEY RFP 91020Issue Date: July 10, 2012Questions Regarding Solicitation Due: July 17, 2012Technical and Price Proposal Due:July 23, 2012 on or before 4:00 pmAnticipated Date of Notification regarding evaluationof Technical Proposal: July 30 , 2012Oral Presentation/Discussion On-site Meetings:To be scheduled by Issuing OfficeAugust 6 and 7, 2012(Only shortlisted firms will be invited tothese sessions; Proposers should set asideboth dates in their entirety.)Consultant Selection finalized: On or before August 17, 2012Agreement fully executed with selected Firm:August 24, 2012 (Projected)Completion of Services: December 21, 2012END OF SOLICITATION SCHEDULEUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 3 of 53

SECTION I:GENERAL INFORMATION/INSTRUCTIONS TO PROPOSERSUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 4 of 53

REQUEST FOR PROPOSALSFORUMUC FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICES1. Summary:SECTION I:GENERAL INFORMATION1.1 Objective. The University of Maryland University College (UMUC or the University) issoliciting proposals for services related to the conduct of a global (Asia, Europe, and USA)employee survey to its approximately 7500 employees (faculty and staff). This survey is beingconducted at the direction of UMUC’s Acting President and will assist UMUC towards one of itsmajor strategies “to create a work environment incorporating our core values where employees areempowered, supported, and provided with professional career development to enable UMUC torecruit and retain high quality, student focused faculty and staff.” The selected Contractor willwork with a taskforce with broad representation from the UMUC community. The UMUC’sHuman Resources Department is chairing the taskforce. The Contractor must have a successfulrecord of conducting global employee surveys.1.2 Background. Founded in 1947, University of Maryland University College (UMUC) isone of 11 degree-granting institutions in the University System of Maryland (USM).Headquartered in Adelphi, Maryland, UMUC is a global university, serving more than 92,000students worldwide, including 55,000 active-duty military service members, reservists, veterans,and their family members. It is the largest public university in the nation and one of the largesteducational providers to the U.S. military. UMUC has been growing consistently for the pastseveral years and, unlike many traditional higher educational institutions, has been running abudget surplus. It is the intent of UMUC management to accelerate profitable growth whilemaintaining high quality. The significant gap in higher education attainment in the USA can bepartially addressed by UMUC services, and it is our mission to boldly do so.Since its founding, UMUC has focused on the unique educational and professionaldevelopment needs of adult students—students who must balance the demands of full-time jobs,military service, family, and community responsibilities. The University strives to offer studentsmaximum convenience and flexibility in pursuing their education. Currently, UMUC offers anarray of career-relevant programs fully online, on-site, and in a hybrid format that combines onlineand on-site study. On-site classes and services are offered in more than 20 locations acrossMaryland, Virginia, and Washington, D.C. as well as in 28 countries and territories around theworld. Please visit www.umuc.edu for more information about UMUC.1.3. Procurement of the UMUC Faculty & Staff Engagement Survey will consist of a TechnicalProposal and Price Proposal Submittal (sealed separately from each other) and OralPresentation/Discussion Sessions (see Section 3 for further details). Upon selection of the Faculty& Staff Engagement Survey Firm, a UMUC contract (See Appendix C) will be fully executedwith the successful firm.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 5 of 53

1.4 The University anticipates the award by mid to late August. The services, including therequired presentations to the identified UMUC groups, are to be completed by December 21,2012. An earlier completion date is desirable.2. Issuing Office:2.1. The Issuing Office is:University of Maryland University CollegeOffice of Strategic Contracting3501 University Blvd EastAdministration Building - Suite ADMIN 2344Adelphi, MD 20783-8044Attn: Valerie RolandelliAVP, Strategic ContractingTel : (301) 985-7895E-mail: valerie.rolandelli@umuc.eduOrVera JonesCoordinator(301) 985-7006vera.jones@umuc.edu2.2 The Issuing Office shall be the sole point of contact with the University for purposes of thepreparation and submittal of proposals in response to this solicitation.3. Questions and Inquiries:All questions and inquiries regarding this procurement are to be directed to the individualsreferenced with the Issuing Office above. All such questions and inquiries must be received by4:00 pm on Tuesday, July 17, 2012. It is preferable that questions be submitted via e-mail to thetwo people identified in Paragraph 2 above. Inquiries will receive a written reply. Copies ofreplies will be sent to all other Offerors, but without identification of the inquirer.4. Pre-Proposal Conference.A Pre-Proposal Conference will not be held in conjunction with this procurement.5. Addenda Acknowledgment.Prospective offerors responding to this RFP must acknowledge the receipt of any, and all,addenda, amendments and/or changes issued. Receipt of the addenda, amendments and/or changeissued must be acknowledged in writing by offerors and included in the technical proposal.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 6 of 53

6. Proposal Closing Date/Due Date and Time6.1. An original plus six (6) copies (for a total of 7) and a flash drive or CD of theTechnical Proposal must arrive at the Issuing Office by the date and time established in theSolicitation Schedule in order to be considered. Technical Proposals are to be in a sealedenvelope/container separate from the Pricing Proposal. Proposers are requested to clearly markthe "original" set of the Technical Proposal. If pricing is included in the Technical Proposal, theproposal may be deemed non-responsive by the Procurement Officer.6.2. An original plus one (1) copy (for a total of 2) of the Price Proposal must arrive at theIssuing Office by the date and time established in the Solicitation Schedule in order to beconsidered. Price Proposals are to be submitted in a sealed envelope/container separate from theTechnical Proposal. No pricing is to be included in the Technical Proposal. Proposers arerequested to clearly mark the "original" set of the Price Proposal. (See Appendix B for PriceProposal form).6.3. LATE PROPOSALS CANNOT BE ACCEPTED. Proposals are to be delivered to theStrategic Contracting Office, University of Maryland University College, 3501 University BlvdEast, Administration Building (ADMIN), Suite 2344, Adelphi, MD 20783-8044. The Universityrecommends against use of mail or delivery services which will not guarantee delivery directly toSuite 2344. Proposals delivered to the campus central mail facility or to locations other than Suite2344 will not be considered "received" by the University until they arrive at Suite 2344 ReceptionDesk and are clocked in. The University will not waive delay in delivery resulting from need totransport a proposal from another campus location, or error or delay on the part of the carrier.Directions to UMUC can be found at the website www.umuc.edu .6.4. Proposers mailing proposals shall allow sufficient mail delivery time to insure timelyreceipt by the Issuing Office. Proposals or unsolicited amendments to proposals arriving after thedue date and time will not be considered.6.5 UMUC’s Strategic Contracting Office is located on the second floor of the AdministrationBuilding which is located at 3501 University Boulevard East Adelphi, Maryland. Directions to UMUCAdelphi site complex are available at www.umuc.edu . This complex includes the Inn and ConferenceCenter and Marriott buildings in addition to the ADMIN building.The ADMIN building is located on Drazek Circle (look for wooden arbors in this circle) across from theparking garage. The building is accessible by the general public at the main entrance of the building(large palladium window is at this entrance) between the hours of 8:00 a.m. until 5:00 p.m. Mondaythrough Friday with exception of University holidays. In order to access the Strategic ContractingOffice, the Proposer or courier must sign in with the security guard located in the main lobby. Thesecurity guard will then contact the Strategic Contracting Office so that the Proposer or courier may beaccompanied by a UMUC employee to the second floor of the ADMIN building. Vendors must allowsufficient time in delivering replies to solicitations to the ADMIN building, Suite 2344, to ensuretimely receipt by the Issuing Office.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 7 of 53

7. Minority Business Enterprises.Minority participation is important to UMUC and the State of Maryland. All state entities have asubcontracting goal of 25% of its expenditures with State Certified Minority Business Enterprises(MBE's). State-certified Minority Business Enterprises (MBE) are strongly encouraged to respond to thissolicitation notice. If not certified by the Maryland Department of Transportation (MDOT), MBEs areencouraged to initiate certification as soon as possible. For more information on the State’s MBEprogram or questions related to certification, please contact MDOT’s Office of Minority BusinessEnterprise/Equal Opportunity, telephone 800-544-6056 or view the MDOT websitehttp://www.mdot.state.md.us/mbe/index.html .8. Living Wage RequirementsThis RFP is subject to Living Wage requirements and is considered a Tier 1 Contract. EffectiveSeptember 27, 2011, Contractors and Subcontractors subject to the Living Wage Law shall payeach covered employee at least $12.49 per hour, if State contract services valued at 50% or moreof the total value of the contract are performed in the Tier 1 Area. Refer to the contract inAppendix C as well as the solicitation terms and conditions in Appendix S of this solicitationregarding Living Wage requirements. The Living Wage Affidavit is required to be submitted withthe Price Proposal. (See Appendix B.)9. Contractual Agreement.The Contract to be entered into as a result of this RFP (the “Contract”) shall be by and between theofferor as Contractor and the University in the form of a University Contract and shall contain themandatory provisions included herein in Appendix C as well as any additional terms required bythe University of the State of Maryland. By submitting an offer, the Contractor warrants that theyhave reviewed Appendix C and will execute a contract in this form upon request by UMUC. Foraccounting purposes only, UMUC will also issue a purchase order to the awarded firm.10. Term of Contract.Any contract arising from this RFP action shall commence on the date the contract is executed onbehalf of UMUC, or such other date as UMUC and the Contractor shall agree. The term of thecontract will be for the scope of work as defined in Section 2 of the solicitation documents,anticipated to start on or around August 24, 2012. The initial services are to be completed byDecember 21, 2012. Thereafter, UMUC, at its sole option, may extend the contract for follow-upsurveys or additional related consulting work to a maximum value of this contract may not exceed$1M. There is no guarantee of additional work or an additional dollar amount of the contract.11. Acceptance of Terms and Conditions.By submitting an offer in response to this RFP, an Offeror shall be deemed to have accepted allthe terms, conditions, and requirements set forth in this RFP. The RFP including all addenda intotal shall be incorporated into the contract by reference.12. Proposal and Contract SecurityNot applicable to this procurement.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 8 of 53

SECTION IISCOPE OF WORK/REQUIREMENTSUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 10 of 53

SECTION IIIPROCUREMENT PHASES AND EVALUATION PROCESSARTICLE 1TECHNICAL PROPOSAL REQUIREMENTS/INITIAL TECHNICAL EVALUATION1. General Proposal Requirements1.1 Transmittal LetterA transmittal letter prepared on the Proposer's business stationery must accompany each submittalfrom the Proposer. The purpose of this letter is to transmit the proposal; therefore, it should bebrief, but shall list all items contained within the Proposal as defined below. The letter must besigned by an individual who is authorized to bind the firm to all statements, including services andfinancial, contained in the proposal.1.2 Signing of FormsThe proposals, if submitted by an individual, shall be signed by the individual; if submitted by apartnership, they shall be signed by such member or members of the partnership as have authorityto bind the partnership; if submitted by a corporation, they shall be signed by an officer, andattested by the corporate secretary or an assistant corporate secretary. If not signed by an officerthere must be attached a copy of that portion of the by-laws or a copy of a board resolution, dulycertified by the corporate secretary, showing the authority of the person so signing on behalf of thecorporation.2. Technical Proposals/Technical CriteriaThe following information must be furnished in the Technical Proposal per this solicitation.Failure to include any of the items listed below may disqualify your firm's response. Marketingmaterial may be provided, but is to be included as an appendix rather than within the body of theproposal.The Technical Proposal should be prepared in a clear and concise manner. It should address allappropriate points of this Technical Proposal. It is the Proposer's responsibility to tailor itsresponse to demonstrate its qualifications to perform the scope of work specifically for UMUC.The contents of this volume must address the following items, as indicated below, andadditionally, must include the appropriate completed forms or responses as indicated in items 2.1through 5 as listed below. Offerors must paginate the Technical Proposal and are requested toprovide tabs to separate responses to each of the technical criteria.In general, proposals submitted in response to this RFP must demonstrate that the proposedand, in particular, the project team has:firm• Substantial experience in employment climate/engagement surveys, (experience withhigher education institutions preferred).• Strong management, account representatives and staffing available to the University• Proven results-oriented background in assisting other clients in mission criticalengagement survey services• Added value the firm brings to the engagement.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 14 of 53

2.1 Executive Summary: The proposal must begin with an Executive Summary whichclearly and concisely summarizes the content of the proposal. This summary is for introductorypurposes and will not be part of the evaluation process as the information is to be a summary withthe details provided in subsequent proposal contents.2.2 Firm Profile/Firm Experience2.2.1 Firm Profile: Describe your company, the management and ownership structure and thebreadth of services your company provides to include the following elements:• Agency overview, corporate background, mission statement, and/or philosophy;• Primary business focus or specialty;• Headquarters location;• Location of office that will service UMUC;• Global Support capabilities• Client List/Industries Served• Number of years your company has been in business;• Length of experience in providing employee climate survey services;• Client Satisfaction Data• Size of company and number of employees by job classification;• Gross billings of the firm for the last five (5) years;• The number and names of higher education clients and firm’s industry experiencein higher education; (Higher consideration will be given in the evaluation for thefirms who have higher education experience.)• Any other notable facts that may demonstrate your firm’s unique qualifications andaid in the selection process.2.2.2 Similar and Relevant Firm Experience/Firm References-Provide three (3) Firm Experience/Firm References of similar scope and complexityperformed over the last 3 years. All three (3) projects must be for employee climatesurvey consulting engagements. Higher consideration given in the evaluation ofproposals if higher education client is provided. Higher consideration will also begiven in the evaluation of proposals to the employee climate survey services have beenprovided for an extended period of time.For each firm experience, provide the following:ooooocontract title,period of performance (years of providing services as well as number ofclimate surveys conducted),progressive response rate of the surveydollar amount if this information is confidential, please provide a rangesuch as “between $100,000 and $150,000/survey”, “approximately$100K/year”, etc.,description of employee climate survey work performed, and,UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 15 of 53

oany narrative that explains the relevancy of the project to the UMUCrequirements.-Firm References: The University will check references of the firm by contacting one ormore of the clients provided in item above. Proposers must submit a contact person foreach client including name, title and project role, address, email address, and phonenumber (including extension if applicable) ensuring that the references are current andreachable. The contact provided should be able to speak to the performance of thecontractor. The University reserves the right to check any other references including itself,if applicable, even if not provided as such by the Proposer. References will be held in thestrictest of confidence by the University.NOTE: References are to be provided in the initial technical proposal which is due on July 23,2012, however, firm references will be checked by the University only of the shortlisted firms aspart of the second phase evaluation process. (See note below regarding references for KeyPersonnel for further information regarding references.)2.3 Approach to Providing the Services:2.3.1 Using “Section 2: UMUC Requirements” as a guideline, provide a narrative as to themethodologies (including technological tools that will be utilized) that will be used by the firm toprovide the required services. The purpose of this narrative is to display full comprehension of theservices to be provided and how such services will be provided to the University.The Firm is to explain how they intend to provide the required services for the initial survey aswell as for follow-up surveys. The Firm should include explanations and rationale for theirproposed methods. The Firm should provide any assumptions that they have made regarding thescope of services, a summary of any problems which might be expected, and proposed solutions tothose anticipated problems.Within the narrative, the proposer should address the following:• Global and USA Support• Survey Methodology/Foundation of Statistical Analysis (scales, tools, and databases usedfor evaluating results)• Technological capabilities/Troubleshooting/Participant Helpdesk• Organization readiness/engagement meetings (Leadership and Management)• Communication Plan Development & Execution (Executive/ Management/ Faculty/ Staff)• Survey design and customization• Survey Implementation & Assistance with Maximizing Survey Response Rate• Benchmarking/Normative Data• Data Analysis (including key driver analysis, identification of strengths/ opportunities, andability to correlate results with existing UMUC data (i.e., student satisfaction data, facultysurvey data)• Report generation/communication of the data• Management Training, Action Planning Options and Associated Support Tools to addresskey issues identified by the survey (automated)• Action planning execution• Survey Follow-up & Re-surveyingUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 16 of 53

• Anticipated response rate to be achieved in the initial survey effort and subsequentsurveys;• Rationale that anticipated response rate is “statistically significant”The narrative should demonstrate that the proposer understands both the magnitude and theimportance of the requirements by detailing the proposed services for the University. Theresponse should be developed specifically in response to this RFP and to UMUC rather than acollection of generic statements or standard methodologies related to survey methodologies or theproposer’s services in general.2.3.2 Recommended Timeline and Schedule of Tasks: Provide a recommended timeline oftasks, roles, and responsibilities for the initial climate survey beginning with contract execution(anticipated to be no later than August 24) through completion of the initial services by December21, 2012.2.4. Account Management and Staffing of the Contract:2.4.1 Describe the Proposer’s proposed staffing including management and escalationprocedures to support UMUC's account. All Key People and their roles who will be assigned toUMUC for this contract should be included. A brief description of each Key Person’squalifications and expertise should be included. (Refer to 2.4.2 below for complete resumerequirements.) It is expected by the UMUC that the Lead Consultant will be responsible for themanagement of all work associated with the resulting contract and will have the capability ofpulling in the firm’s staff resources as needed. (Identify sub-contractual personnel, if applicable.)2.4.2 Key Personnel: Provide a complete resume on:• the proposed Lead Consultant, (the person responsible for the management of therelationship between the proposer and the University; the staffing and managementof all work associated with the resulting contract, and the University’s primarypoint of contact for this contract), and,• the proposed Executive-in-Charge (the person responsible for adequate resourcesbeing designated for this contract as well as for issue escalation/resolution)The resume should include:a) educational background;b) employment history (with dates of employments), including all positions and dates ofthese positions held with all employers; andc) similar contracts information (minimum of three), preferably in the same role asproposed for the UMUC contract. Contracts should be recent (within the last threeyears) and of similar size, scope, and complexity to this proposed contract. In additionto contact information, please provide the following:• a brief statement describing the employee climate survey services provided,• the role the person held on the contact;• the term of the contract (start and end date), and• similarities to the proposed UMUC contract.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 17 of 53

2.4.3 Provide three (3) contract/client references for the Lead Consultant (name, firm, emailaddress, and phone number, including extension if applicable). Such references should becontract references, not employment references and the contact provided should be able to speakto the performance of the person in the role assigned. References will be held in the strictest ofconfidence.Note regarding References: Only the short-listed firms will have their Key Personnel referencescontacted during the Second Technical Evaluation Phase, however, all firms responding mustsupply this information within their Technical Proposals submitted on July 23, 2012.It is imperative that the contact names and phone numbers given for the projects listed be accurate.In addition, the University reserves the right to check other sources available, including itself, ifnot provided as such by the Proposer. References will be held in the strictest of confidence by theUniversity. Such references are to be from different contracts; that is, only one reference percontract is allowed.NOTE: By submitting these names (Lead Consultant and Executive in Charge) for consideration,the Proposer is committing these individuals to UMUC for the duration of the contract, if awarded.No personnel changes will be permitted without written authorization from the University via acontract amendment.2.5. Proposal AffidavitState Procurement Regulations require that each proposal submitted by a firm include a signedProposal Affidavit. A copy of this Proposal Affidavit is included in Appendix A.2.6. Acknowledgement Of Receipt Of Addenda Form:If any addenda to the RFP documents are issued prior to the due date and time for proposals, thisform (found in Appendix A) is to be completed, signed, and included in the Proposer's InitialTechnical Proposal.3. Initial Technical Proposal Evaluation Procedure3.1 Evaluation and Selection CommitteeAll Technical Proposals received in response to this solicitation will be reviewed and evaluated by anUMUC Evaluation and Selection Committee (“the Committee”). As the procurement progresses, theCommittee may seek input from other appropriate UMUC staff on the proposed services. As well, theCommittee may request additional assistance from any source at any time during the procurement3.2. Qualifying ProposalsThe Procurement Officer shall first review each proposal for compliance with the mandatoryrequirements of this RFP. Failure to comply with any mandatory requirement will normally disqualify acontractor’s proposal. The University reserves the right to waive a mandatory requirement when it is inits best interest to do so. The contractor must assume responsibility for addressing all necessary technicaland operational issues in meeting the objectives of the RFP. Proposals cannot be modified,supplemented, cured, or changed in any way after the due date and time for technical proposals, unlessspecifically requested by the University.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 18 of 53

The intent of this RFP is to provide Employee Climate Survey Services Firms an opportunity topresent their qualifications, experience, and conceptual approach to providing the scope ofservices in relation to the needs of UMUC. The manner in which the proposing team presentstheir qualifications will be regarded as an indication of how well the Proposer’s philosophy,approach, organizational culture, working style and communications style fit with theUniversity’s. Submittals that concisely present the information requested in the order and themanner requested will be considered more favorably than a submittal from a Proposer ofcommensurate qualifications that displays a lack of organization, conciseness or attention to detail.3.3 Initial Technical EvaluationAfter compliance with the mandatory requirements in this RFP has been determined, theCommittee shall conduct its evaluation of the technical merit of the proposals in accordance withthe Evaluation Criteria. Proposals are evaluated to determine which proposal is mostadvantageous to the University. The process involves applying the evaluation criteria contained inthe RFP, comparing the proposals to each other, and determining those proposals that aresusceptible of the award. If used in the evaluation process, numerical point scores will be usefulguides but will not be the sole factor in determining the susceptibility of the award. The decisionfor susceptibility of the award will not be made solely by the raw scores themselves, but rather bythe strengths, weaknesses, advantages, and deficiencies that the scores represent.The criteria that will be used by the committee for the technical evaluation of the proposals for thisspecific procurement are listed above in Section III, Article 1, Paragraphs 2.2 through 2.4.Each committee member will evaluate the proposals on each major criterion. The order ofimportance of the technical criteria is as follows:1) Approach to Providing the Services2) Account Management/Staffing of Contract3) Firm Profile/Firm ExperienceThose proposals not considered to be reasonably susceptible of being selected for award may berejected after initial evaluation of the Technical Proposals and will not progress further in theprocurement. A short list will be developed based on the initial technical evaluation results.Upon completion of the initial technical evaluation, all proposers will be notified as to the resultsof the initial technical evaluation of his/her firm's technical proposal. Only shortlisted firms willadvance in the procurement process.Minor irregularities in proposals, which are immaterial or inconsequential in nature, may bewaived wherever it is determined to be in the University’s best interest.END OF SECTION III, ARTICLE 1UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 19 of 53

SECTION IIIPROCUREMENT PHASES AND EVALUATION PROCESSARTICLE 2ORAL PRESENTATIONS/SECOND PHASE TECHNICAL EVALUATION1. Oral Presentation/Discussion SessionsBased on the selection committee’s initial review of proposals, the University intends to invite,without cost to itself, the short listed firms to make a presentation of their proposal and todemonstrate their capabilities and expertise in the specific services offered by the Proposer as afurther consideration in the selection process. Only those contractors who are to be reasonablysusceptible of being selected for award shall be offered the opportunity to participate in theprocess.The date and time of the Oral Presentation/Discussion Sessions will be set by the University uponcompletion of the initial technical evaluation, however, these sessions are anticipated to be held onAugust 6 and/or August 7, 2012. Proposers are advised to set both of these dates aside in theirentirety on the Lead Consultant’s and Executive-in-Charge’s calendars accordingly to avoid anyconflicts. The actual time on one of these dates will be scheduled with the applicable Proposers atthe convenience of UMUC at its sole discretion.The purposes of the Oral Presentation/Discussion Sessions are as follows:(i)(ii)(iii)to allow the University to meet the Proposer's key people and to allow these key people toconvey their expertise and applicable experience;to discuss/clarify any and all aspects of the Proposal in particular the proposed approach tothe provision of services under this contract; and,to provide an opportunity to clarify the scope of services for this contract.At this time, each Proposer will be required to have present the proposed key personnel (LeadConsultant and Executive-in-Charge) as indicated in the Proposer's technical proposal who will beresponsible for the provision of services.The Oral Presentation/Discussion Session forum will be informal as the University is notinterested in solely a marketing presentation; rather, the University is requesting a discussionsession with each of the shortlisted firms that allows ample time for the University and theProposing Firm to ask questions and discuss issues/concerns related to the scope of theengagement and the firm’s capabilities/qualifications.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 20 of 53

2. Second Phase Technical Evaluation/Final Technical Evaluation2.2.1 Following the Oral Presentation/Discussion Sessions held with the short listed firms, aSecond Phase Technical Evaluation will be conducted. In the Second Technical Evaluation allcategories will be re-evaluated based on the Oral Presentation/Discussion Session. As well, firmand key personnel references* will be incorporated.The order of importance of the technical criteria will remain the same with the references* for theKey Personnel and the Firm incorporated into the appropriate criteria; that is, the order ofimportance will remain as follows:1) Approach to Providing the Services2) Firm Profile/Firm Experience/Firm References*3) Key Personnel/Staffing Qualifications/Key Personnel References**Note: It is UMUC’s intent to incorporate references of the Key Personnel and the Firm during theSecond Technical Evaluation, however, UMUC reserves the right to further shortlist prior toincorporating such references if deemed in its best interest. It is UMUC’s intent to incorporatereferences of the Key Personnel and the Firm prior to establishing the final shortlist of Proposers.2.2.2 Further shortlists may result as the procurement progresses. At each phase of the process,those firms that do not remain susceptible of the award will not progress in the procurement. Asthe procurement progresses and as results of the technical evaluation are determined by UMUC,all proposers will be notified as to the results of the technical evaluation of his/her firm's technicalproposal.2.2.3 Once a final shortlist of proposals is established, the University will rank the technicalproposals from highest to lowest. If a numerical point scoring system is utilized, scores will benormalized, that is the highest ranked proposal will receive 100% of the available technical scorewith subsequently lower ranked proposals receiving proportionately lower scores.END OF SECTION III, ARTICLE 2UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 21 of 53

1. Price Proposals:SECTION IIIPROCUREMENT PHASES AND EVALUATION PROCESSARTICLE 3PRICE PROPOSALS/PRICE EVALUATIONIn a separate sealed envelope from the Technical Proposal, Price Proposals are to be submitted onthe specified due date and time per the Solicitation Schedule. The Price Proposal form to be usedby the Proposer is included in Appendix B.Only Price Proposals of the final shortlisted firms after the technical evaluation is completed willbe opened privately. All others will remain sealed and retained in the University's archives.As provided on the Price Proposal form, Proposers are to quote a fixed price for the initial facultyand staff survey services. All costs are to be included in the fixed price as there are noreimbursables associated with the resulting contract.As well, fully loaded hourly rates for each of the assigned staff or staff positions are to be quoted.These fully loaded hourly rates are to be valid through June 30, 2013. The University will use thefully loaded hourly rates to negotiate any change orders (if any are necessary) to the original scopeof work, or for any additional work related to the employee climate survey services.2. Price Proposal Evaluation:Price Proposals will be evaluated based on the full cost of the services. The University may electto request Best & Final Price Proposal(s).The University will establish a financial ranking of the proposals from lowest to highest totaloffers. If a numerical rating is utilized, the lowest evaluated total offer will receive 100% of thepoints awarded to the financial portion with subsequently higher quotes receiving proportionallylower points.END OF SECTION III, ARTICLE 3UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 22 of 53

1. Discussions.SECTION IIIPROCUREMENT PHASES AND EVALUATION PROCESSARTICLE 4FINAL EVALUATION/RANKING AND SELECTIONThe University reserves the right to recommend an Offeror for contract award based upon theOfferor's technical proposal and price proposal without further discussion. However, should theCommittee find that further discussion would benefit the University and the State, the Committeeshall recommend such discussions to the Procurement Officer. Should the Procurement Officerdetermine that further discussion would be in the best interest of the University and the State, theProcurement Officer shall establish procedures and schedules for conducting discussions and willnotify responsible Offerors.2. Best and Final Offers.When in the best interest of the University and the State, the Committee may recommend and theProcurement Officer may permit qualified Offerors to revise their proposals by submitting "Bestand Final" offers.3. Final Ranking and SelectionFollowing evaluation of the technical proposals and the price proposals, the Evaluation andSelection Committee will make an initial overall ranking of the proposals and recommend to theProcurement Officer the award of the contract to the responsible Offeror whose proposal isdetermined to be the most advantageous to the University and the State of Maryland based on theresults of the final technical and financial evaluation in accordance with the University System ofMaryland Procurement Policies and Procedures. Technical merit will have a greater weight thanfinancial in the final ranking.Award may be made to the proposal with a higher technical ranking even if its cost proposal is notthe lowest. The decision of the award of the contract will be made at the discretion of theProcurement Officer and will depend on the facts and circumstances of the procurement. TheProcurement Officer retains the discretion to examine all factors to determine the award of thecontract. The goal is to contract with the Contractor that provides the best overall value to theUniversity.The University may select one or more Contractors to further engage in negotiations, includingterms of a contract and other issues to be incorporated into the contract. The University reservesthe right to make an award with or without negotiations.END OF SECTION III, ARTICLE 4END OF SECTION IIIUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 23 of 53

APPENDICESFORMS AND ATTACHMENTSUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 24 of 53

APPENDIX ATECHNICAL PROPOSAL FORMSAcknowledgement of Receipt of Addenda FormBid Proposal/AffidavitUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 25 of 53

BID/PROPOSAL AFFIDAVIT - March 2011A. AUTHORIZED REPRESENTATIVEI HEREBY AFFIRM THAT:I am the (title) ________ and the duly authorized representative of (business) ________ and that I possess the legal authority tomake this Affidavit on behalf of myself and the business for which I am acting.B. AFFIRMATION REGARDING BRIBERY CONVICTIONSI FURTHER AFFIRM THAT:Neither I, nor to the best of my knowledge, information, and belief, the above business (as is defined in Section 16-101(b) ofthe State Finance and Procurement Article of the Annotated Code of Maryland), or any of its officers, directors, partners,controlling stockholders, or any of its employees directly involved in the business's contracting activities including obtaining orperforming contracts with public bodies has been convicted of, or has had probation before judgment imposed pursuant toCriminal Procedure Article, §6-220, Annotated Code of Maryland, or has pleaded nolo contendere to a charge of, bribery,attempted bribery, or conspiracy to bribe in violation of Maryland law, or of the law of any other state or federal law, except asfollows (indicate the reasons why the affirmation cannot be given and list any conviction, plea, or imposition of probationbefore judgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of person(s)involved, and their current positions and responsibilities with the business):___________________________________________________________________________________________________________________________________________________________________________________.C. AFFIRMATION REGARDING OTHER CONVICTIONSI FURTHER AFFIRM THAT:Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors,partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities includingobtaining or performing contracts with public bodies, has:(1) Been convicted under state or federal statute of:(a) A criminal offense incident to obtaining, attempting to obtain, or performing a public or private contract; or(b) Fraud, embezzlement, theft, forgery, falsification or destruction of records or receiving stolen property;(2) Been convicted of any criminal violation of a state or federal antitrust statute;(3) Been convicted under the provisions of Title 18 of the United States Code for violation of the Racketeer Influenced andCorrupt Organization Act, 18 U.S.C. §1961 et seq., or the Mail Fraud Act, 18 U.S.C. §1341 et seq., for acts in connection withthe submission of bids or proposals for a public or private contract;(4) Been convicted of a violation of the State Minority Business Enterprise Law, §14-308 of the State Finance and ProcurementArticle of the Annotated Code of Maryland;(5) Been convicted of a violation of §11-205.1 of the State Finance and Procurement Article of the Annotated Code ofMaryland;(6) Been convicted of conspiracy to commit any act or omission that would constitute grounds for conviction or liability underany law or statute described in subsections (1)—(5) above;(7) Been found civilly liable under a state or federal antitrust statute for acts or omissions in connection with the submission ofbids or proposals for a public or private contract; orUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 26 of 53

(8) Admitted in writing or under oath, during the course of an official investigation or other proceedings, acts or omissions thatwould constitute grounds for conviction or liability under any law or statute described in §§B and C(1)—(7) above, except asfollows (indicate reasons why the affirmations cannot be given, and list any conviction, plea, or imposition of probation beforejudgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of the person(s) involvedand their current positions and responsibilities with the business, and the status of any debarment):___________________________________________________________________________________________________________________________________________________________________________________.D. AFFIRMATION REGARDING DEBARMENTI FURTHER AFFIRM THAT:Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors,partners, controlling stockholders, or any of its employees directly involved in the business's contracting activities, includingobtaining or performing contracts with public bodies, has ever been suspended or debarred (including being issued a limiteddenial of participation) by any public entity, except as follows (list each debarment or suspension providing the dates of thesuspension or debarment, the name of the public entity and the status of the proceedings, the name(s) of the person(s) involvedand their current positions and responsibilities with the business, the grounds of the debarment or suspension, and the details ofeach person's involvement in any activity that formed the grounds of the debarment or suspension).___________________________________________________________________________________________________________________________________________________________________________________.E. AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIESI FURTHER AFFIRM THAT:(1) The business was not established and it does not operate in a manner designed to evade the application of or defeat thepurpose of debarment pursuant to Sections 16-101, et seq., of the State Finance and Procurement Article of the Annotated Codeof Maryland; and(2) The business is not a successor, assignee, subsidiary, or affiliate of a suspended or debarred business, except as follows(you must indicate the reasons why the affirmations cannot be given without qualification):___________________________________________________________________________________________________________________________________________________________________________________.F. SUB-CONTRACT AFFIRMATIONI FURTHER AFFIRM THAT:Neither I, nor to the best of my knowledge, information, and belief, the above business, has knowingly entered into a contractwith a public body under which a person debarred or suspended under Title 16 of the State Finance and Procurement Article ofthe Annotated Code of Maryland will provide, directly or indirectly, supplies, services, architectural services, constructionrelated services, leases of real property, or construction.G. AFFIRMATION REGARDING COLLUSIONI FURTHER AFFIRM THAT:Neither I, nor to the best of my knowledge, information, and belief, the above business has:UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 27 of 53

(1) Agreed, conspired, connived, or colluded to produce a deceptive show of competition in the compilation of theaccompanying bid or offer that is being submitted;(2) In any manner, directly or indirectly, entered into any agreement of any kind to fix the bid price or price proposal of thebidder or offeror or of any competitor, or otherwise taken any action in restraint of free competitive bidding in connection withthe contract for which the accompanying bid or offer is submitted.H. FINANCIAL DISCLOSURE AFFIRMATIONI FURTHER AFFIRM THAT:I am aware of, and the above business will comply with, the provisions of Section 13-221 of the State Finance and ProcurementArticle of the Annotated Code of Maryland, which require that every business that enters into contracts, leases, or otheragreements with the State of Maryland or its agencies during a calendar year under which the business is to receive in theaggregate $100,000 or more shall, within 30 days of the time when the aggregate value of the contracts, leases, or otheragreements reaches $100,000, file with the Secretary of State of Maryland certain specified information to include disclosure ofbeneficial ownership of the business.I. POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATIONI FURTHER AFFIRM THAT:I am aware of, and the above business will comply with, Election Law Article, §§14-101—14-108, Annotated Code ofMaryland, which requires that every person that enters into contracts, leases, or other agreements with the State of Maryland,including its agencies or a political subdivision of the State, during a calendar year in which the person receives in theaggregate $100,000 or more shall file with the State Board of Elections a statement disclosing contributions in excess of $500made during the reporting period to a candidate for elective office in any primary or general election.J. DRUG AND ALCOHOL FREE WORKPLACE(Applicable to all contracts unless the contract is for a law enforcement agency and the agency head or the agency head'sdesignee has determined that application of COMAR 21.11.08 and this certification would be inappropriate in connection withthe law enforcement agency's undercover operations.)I CERTIFY THAT:(1) Terms defined in COMAR 21.11.08 shall have the same meanings when used in this certification.(2) By submission of its bid or offer, the business, if other than an individual, certifies and agrees that, with respect to itsemployees to be employed under a contract resulting from this solicitation, the business shall:(a) Maintain a workplace free of drug and alcohol abuse during the term of the contract;(b) Publish a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use ofdrugs, and the abuse of drugs or alcohol is prohibited in the business' workplace and specifying the actions that will be takenagainst employees for violation of these prohibitions;(c) Prohibit its employees from working under the influence of drugs or alcohol;(d) Not hire or assign to work on the contract anyone whom the business knows, or in the exercise of due diligence shouldknow, currently abuses drugs or alcohol and is not actively engaged in a bona fide drug or alcohol abuse assistance orrehabilitation program;(e) Promptly inform the appropriate law enforcement agency of every drug-related crime that occurs in its workplace if thebusiness has observed the violation or otherwise has reliable information that a violation has occurred;(f) Establish drug and alcohol abuse awareness programs to inform its employees about:(i) The dangers of drug and alcohol abuse in the workplace;(ii) The business' policy of maintaining a drug and alcohol free workplace;UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 28 of 53

(iii) Any available drug and alcohol counseling, rehabilitation, and employee assistance programs; and(iv) The penalties that may be imposed upon employees who abuse drugs and alcohol in the workplace;(g) Provide all employees engaged in the performance of the contract with a copy of the statement required by §J(2)(b), above;(h) Notify its employees in the statement required by §J(2)(b), above, that as a condition of continued employment on thecontract, the employee shall:(i) Abide by the terms of the statement; and(ii) Notify the employer of any criminal drug or alcohol abuse conviction for an offense occurring in the workplace not laterthan 5 days after a conviction;(i) Notify the procurement officer within 10 days after receiving notice under §J(2)(h)(ii), above, or otherwise receiving actualnotice of a conviction;(j) Within 30 days after receiving notice under §J(2)(h)(ii), above, or otherwise receiving actual notice of a conviction, imposeeither of the following sanctions or remedial measures on any employee who is convicted of a drug or alcohol abuse offenseoccurring in the workplace:(i) Take appropriate personnel action against an employee, up to and including termination; or(ii) Require an employee to satisfactorily participate in a bona fide drug or alcohol abuse assistance or rehabilitation program;and(k) Make a good faith effort to maintain a drug and alcohol free workplace through implementation of §J(2)(a)—(j), above.(3) If the business is an individual, the individual shall certify and agree as set forth in §J(4), below, that the individual shall notengage in the unlawful manufacture, distribution, dispensing, possession, or use of drugs or the abuse of drugs or alcohol in theperformance of the contract.(4) I acknowledge and agree that:(a) The award of the contract is conditional upon compliance with COMAR 21.11.08 and this certification;(b) The violation of the provisions of COMAR 21.11.08 or this certification shall be cause to suspend payments under, orterminate the contract for default under COMAR 21.07.01.11 or 21.07.03.15, as applicable; and(c) The violation of the provisions of COMAR 21.11.08 or this certification in connection with the contract may, in the exerciseof the discretion of the Board of Public Works, result in suspension and debarment of the business under COMAR 21.08.03.K. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENTI FURTHER AFFIRM THAT:(1) The business named above is a (domestic ___ ) (foreign __ ) corporation registered in accordance with the Corporations andAssociations Article, Annotated Code of Maryland, and that it is in good standing and has filed all of its annual reports,together with filing fees, with the Maryland State Department of Assessments and Taxation, and that the name and address ofits resident agent filed with the State Department of Assessments and Taxation is: Name: Address: __ .(If not applicable, so state).(2) Except as validly contested, the business has paid, or has arranged for payment of, all taxes due the State of Maryland andhas filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments andTaxation, and the Department of Labor, Licensing, and Regulation, as applicable, and will have paid all withholding taxes duethe State of Maryland prior to final settlement.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 29 of 53

L. CONTINGENT FEESI FURTHER AFFIRM THAT:The business has not employed or retained any person, partnership, corporation, or other entity, other than a bona fideemployee, bona fide agent, bona fide salesperson, or commercial selling agency working for the business, to solicit or securethe Contract, and that the business has not paid or agreed to pay any person, partnership, corporation, or other entity, other thana bona fide employee, bona fide agent, bona fide salesperson, or commercial selling agency, any fee or any other considerationcontingent on the making of the Contract.M. Repealed.N. ACKNOWLEDGEMENTI ACKNOWLEDGE THAT this Affidavit is to be furnished to the Procurement Officer and may be distributed to units of: (1)the State of Maryland; (2) counties or other subdivisions of the State of Maryland; (3) other states; and (4) the federalgovernment. I further acknowledge that this Affidavit is subject to applicable laws of the United States and the State ofMaryland, both criminal and civil, and that nothing in this Affidavit or any contract resulting from the submission of this bid orproposal shall be construed to supersede, amend, modify or waive, on behalf of the State of Maryland, or any unit of the Stateof Maryland having jurisdiction, the exercise of any statutory right or remedy conferred by the Constitution and the laws ofMaryland with respect to any misrepresentation made or any violation of the obligations, terms and convenants undertaken bythe above business with respect to (1) this Affidavit, (2) the contract, and (3) other Affidavits comprising part of the contract.I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THISAFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF.Date: ____________ By: ___________________________ (Signature)(Authorized Representative and Affiant)___________________________________(Printed Name)________________________________ (Proposer Name)________________________________(Federal Identification Number)UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 30 of 53

ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA FORMRFP NO.: 91020TECHNICAL PROPOSAL DUE DATE: _July 23, 2012 AT 3:00 P.M.RFP FOR:UMUC FACULTY AND STAFF ENGAGEMENT SURVEY SERVICESNAME OF PROPOSER: ________________________________________________ACKNOWLEDGEMENT OF RECEIPT OF ADDENDAThe undersigned, hereby acknowledges the receipt of the following addenda:Addendum No.Addendum No.Addendum No.Addendum No.Addendum No.dateddateddateddateddatedAs stated in the RFP documents, this form is included in our Technical Proposal.SignatureName PrintedTitleDateEND OF FORMUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 31 of 53

APPENDIX BPRICE PROPOSAL FORMUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 32 of 53

PROPOSAL NO.: RFP 91020PRICE PROPOSAL DUE DATE: July 23, 2012, AT 3:00 P.M.PROPOSAL FOR: UMUC Faculty and Staff Engagement Survey ServicesPROPOSER: ____________________________________________________Federal Identification Number/Social Security Number:Valerie RolandelliUniversity of Maryland University CollegeStrategic Contracting Office3501 University Blvd. East, Room ADMIN-2344Adelphi, MD 20783-8002PRICE PROPOSALDATE_______________________Dear Ms. Rolandelli:The undersigned hereby submits the Price Proposal as set forth in RFP # 91020 dated July 11, 2012 andthe following subsequent addenda:AddendumAddendumAddendumAddendumdateddateddateddatedWe confirm that this Price Proposal is based on the Requirements per the RFP and any subsequentaddenda as noted above.Having received clarification on all matters upon which any doubt arose, the undersigned proposes tocomplete the work for the work as described in this RFP and subsequent Addenda as noted above. Bysigning and submitting this response, undersigned hereby agrees to all the terms and conditions of thisRFP including any issued addenda. Proposers are cautioned to verify their final proposals prior tosubmission, as UMUC cannot be responsible for Proposer’s errors or omissions. Any price proposal thathas been accepted by UMUC may not be withdrawn by the contractor.A. Fixed price for initial faculty/staff engagement survey services: $___________(We understand that progress payments will be made upon acceptance by UMUC of establishedmilestones met by Contractor.)B. Attached to this Price Proposal Form is our firm's maximum fully loaded hourly billing ratesfor all personnel and staff positions that will be applicable through June 30, 2013. We understandthere are no reimbursable expenses allowed. These hourly rates will be used to negotiate anychange order work, if any such changes become necessary during the course of the engagement.We understand that by submitting a proposal we are agreeing to all of the terms and conditions included inthe RFP documents, and that the Bid/Proposal Affidavit submitted as part of the technical proposalremains in effect.The evaluation and subsequent final ranking of proposals will be in accordance the RFP documents. Weunderstand that technical weighs greater than financial.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 33 of 53

We understand that the University reserves the right to award a contract (or contracts) for all items, or anyparts thereof, as set forth in detail under the information furnished in the RFP document. We furtherconfirm that the Lead Consultant and other Key People named within our Technical Proposal will beassigned to the UMUC Contract for the duration of this project. We understand that no changes in theseassignments will be allowed without written authorization from the University via contract amendmentprior to such changes being made.Enclosure:Name, Title, Role on Project, and Hourly Rate of Personnel to be attachedLiving Wage Affidavit(Signatures should be placed on following page.)UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 34 of 53

The offeror represents, and it is a condition precedent to acceptance of this proposal, that the offeror has not been a party to any agreement tosubmit a fixed or uniform price. Sign where applicable below.A. INDIVIDUAL PRINCIPALIn Presence of Witness:_____________________________FIRM NAME _________________________ADDRESS_________________________________________TELEPHONE NO. _______________SIGNED ___________________________________PRINTED NAME _________________________TITLE: _________________________________B. CO-PARTNERSHIP PRINCIPAL _________________________________(Name of Co - Partnership)ADDRESS________________________________________________________________________________________________________In Presence of Witness:TELEPHONE NO. _______________________as to BY _____________________(Partner)as toas to BY ______________________(Partner)Printed Name: _________________________BY _____________________________(Partner)Printed Name: _________________________C. CORPORATION _________________________________(Name of Corporation)ADDRESS_______________________________________________________Attest:TELEPHONE NO.__________________________[Printed Name of Corporate (or Assistant Corporate) Secretary]_________________________________________________________[Corporate (or Assistant Corporate) Secretary Signature for Identification]BY: ________________________________Signature of Officer and TitlePrinted NameTitleUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 35 of 53

Affidavit of AgreementMaryland Living Wage Requirements-Service ContractsContract No. ____91020 –Faculty/Staff Engagement Survey Services ____________________________Name of Contractor _____________________________________________________Address_______________________________________________________________City_______________________________ State________ Zip Code_______________If the Contract is Exempt from the Living Wage LawThe Undersigned, being an authorized representative of the above named Contractor, hereby affirms that the Contract is exemptfrom Maryland’s Living Wage Law for the following reasons: (check all that apply)__ Bidder/Offeror is a nonprofit organization__ Bidder/Offeror is a public service company__ Bidder/Offeror employs 10 or fewer employees and the proposed contract value is less than $500,000__ Bidder/Offeror employs more than 10 employees and the proposed contract value is less than $100,000If the Contract is a Living Wage ContractA. The Undersigned, being an authorized representative of the above named Contractor, hereby affirms our commitmentto comply with Title 18, State Finance and Procurement Article, Annotated Code of Maryland and, if required, to submitall payroll reports to the Commissioner of Labor and Industry with regard to the above stated contract. TheBidder/Offeror agrees to pay covered employees who are subject to living wage at least the living wage rate in effect atthe time service is provided for hours spent on State contract activities, and to ensure that its Subcontractors who arenot exempt also pay the required living wage rate to their covered employees who are subject to the living wage forhours spent on a State contract for services. The Contractor agrees to comply with, and ensure its Subcontractorscomply with, the rate requirements during the initial term of the contract and all subsequent renewal periods, includingany increases in the wage rate established by the Commissioner of Labor and Industry, automatically upon the effectivedate of the revised wage rate.Affidavit of AgreementMaryland Living Wage Requirements-Service ContractsB. _____________________ (initial here if applicable) The Bidder/Offeror affirms it has no covered employees for thefollowing reasons: (check all that apply)______All employee(s) proposed to work on the State contract will spend less than one-half of the employee’s timeduring every work week on the State contract;All employee(s) proposed to work on the State contract will be 17 years of age or younger during the durationof the State contract; orAll employee(s) proposed to work on the State contract will work less than 13 consecutive weeks on the Statecontract.The Commissioner of Labor and Industry reserves the right to request payroll records and other data that the Commissionerdeems sufficient to confirm these affirmations at any time.Name of Authorized Representative: _______________________________________________________________________________________________________________________Signature of Authorized RepresentativeDate__________________________________________________________________________Title__________________________________________________________________________Witness Name (Typed or Printed)_____________________________________________________________________________Witness SignatureDateUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 36 of 53

APPENDIX CContract FormsAttached are the Mandatory Terms and Conditions of the ContractThe actual contract will be issued via addendum to the shortlisted firmsProfessional Services AgreementContractContract AffidavitUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 37 of 53

APPENDIX CConsulting AgreementUniversity of Maryland University CollegeAdministrative or Technical ServicesContract No. 91020This Agreement is made this _____ day of ______________, 20 ____, between the University ofMaryland University College (“UMUC”), a constituent institution of the University System of Maryland("USM"), and _______________________________ with principal offices located at_____________________________________________ (“Consultant”).Recitals. The Consultant has been awarded a contract to provide services for UMUC upon theterms and conditions set forth herein, and the Consultant is willing to undertake those services ("theProject") upon such terms and conditions. The Consultant represents that the Consultant is professionallyqualified to render the professional services required by UMUC, as explained in its solicitation response.The Consultant affirms that Consultant and members of the Consultant’s professional teamproviding services under this Agreement (“Consulting Team”) are not Maryland State employees.If Consultant or any member of the Consulting Team is a former state employee who retired under SB1 of1996, Consultant affirms that established protocol has been followed, including receipt of approval fromthe Board of Public Works that the retired state employee may provide services under this Agreement.NOW, THEREFORE, UMUC and the Consultant agree as follows:1.0 Professional Services1.1 The Consultant shall perform the Project as described in Exhibit A to this Agreement.Services shall be performed in accordance with the schedule included in Exhibit A, or, if no such scheduleis included, in accordance with a schedule agreed upon in writing by the parties at a future date andadopted as an amendment to Exhibit A. The Consultant shall perform the Project as expeditiously as isconsistent with good professional skill and care and the orderly progress of the Project.1.2 The maximum fee for the Consultant's professional services is . The Consultant'sfees for services required to complete the Project shall not exceed the maximum fee.1.3 The UMUC Office of will designate a staff member to act as coordinator(“Project Coordinator”) between UMUC and the Consultant. Throughout the period of the Project, copiesof all correspondence, work products, specifications, estimates and other materials prepared by theConsultant should be directed to the Project Coordinator and also to any other UMUC personneldesignated by the Project Coordinator. Direct contact or communication by the Consultant with otherUMUC offices or any other entity concerning the Project shall be made only with the prior knowledgeand concurrence of the Project Coordinator.1.4 The professional consulting team for the Project shall be the same team identified in theConsultant's submittal responding to UMUC's solicitation unless (a) a change is requested by theConsultant and approved in writing by the Project Coordinator; or (b) a change is requested in writing bythe Project Coordinator for good cause, in which case the Consultant shall make an appropriatesubstitution, subject to UMUC's approval, and notify UMUC in writing. Major changes in theUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 38 of 53

Consultant's organization or personnel (other than the Consulting Team) shall be reported to UMUC inwriting as they occur.1.5 If applicable, all terms and conditions of UMUC's solicitation, and any amendmentsthereto, are made a part of this Agreement unless expressly contradicted by a term or condition of thisAgreement. Proposals or suggestions of the Consultant for changes in the solicitation or the terms andconditions of the contract are not binding upon UMUC and are not a part of this Agreement unless setforth in an amendment of the solicitation or in this Agreement and agreed to in writing by UMUC.2.0 PRESS RELEASESNeither the Consultant nor any member of the Consulting Team shall issue any press release toany publication, including newspapers, without first clearing the text with and receiving prior writtenapproval from the Project Coordinator.3.0 MONTHLY PROGRESS REPORT AND SCHEDULES (if applicable)3.1 The Consultant shall file with the Project Coordinator a monthly progress report andschedule for the Project. One copy shall be sent to the Project Coordinator in sufficient time to bereceived no later than the tenth day of the month immediately following the end of the month covered bythe report.3.2 Each report shall include a summary of accomplishment during the past month, aprojection of work to be accomplished during the month the report is filed, and a long-range projection ofwork to be accomplished during the next three months. Any information requirements from UMUC andthe dates such information is necessary in order to maintain the schedule shall be specifically identified inthese reports.3.3 A monthly report and schedule shall be submitted until the Project is completed.3.4 The schedule shall clearly show (under "Remarks") the reason(s) for any delay(s) such asProject clarification or revision, delay in receipt of UMUC information or approvals, etc., and shallinclude the dates that each delay started and ended.4.0 PAYMENTS4.1 Payment requests (invoices) shall be sent to the Accounts Payable Department, Universityof Maryland University College, 3501 University Blvd. East, Adelphi, MD 20783-8002.4.2 Invoices shall be presented at the beginning of each month covering service during theprevious month. The Consultant shall furnish each invoice with the Purchase Order or Contract numberclearly indicated.4.3 No invoice will be processed if there is a dispute between UMUC and the Consultant as tothe current or cumulative services provided.4.4 UMUC's approval of periodic payments to the Consultant shall not constitute, in any sense,approval or acceptance by UMUC of the Project work performed through the date of the invoice or of theConsultant's assertion of percentage of the Project work completed through the date of the invoice.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 39 of 53

4.5 When required by UMUC to substantiate the degree of completion claimed in anyapplication for periodic payments, the Consultant shall furnish UMUC with copies of the documentsevidencing the degree of completion claimed.4.6 All Consultant invoices to UMUC shall set forth the Consultant's Federal Employeridentification number, which is______________________.5.0 PROJECT REVIEW MEETINGSIf so requested by the Project Coordinator, the Consultant shall meet as soon as possible afterexecution of this Agreement with the Project Coordinator and other UMUC staff to discuss final detailsrelative to commencement of and performance of the Project, invoices and payments, or other issuesrelated to the Project work.6.0 OWNERSHIP OF DOCUMENTS6.1 All documents which are prepared by the Consultant or any member of the ConsultingTeam that form a part of the Project work under this Agreement shall be the property of UMUC and shallbe delivered to UMUC upon termination of this Agreement if UMUC so requests. The Consultant shallbe responsible for the protection and/or replacement of any original documents in its possession. UMUCshall receive all original drawings, renderings, reports, or other materials, together with electronic copiesof these items if available, and the Consultant shall retain a reproducible copy.6.2 For the consideration payable under this Agreement, all work product required by thisAgreement shall be considered a work made for hire within the meaning of that term under the copyrightlaws of the United States, applicable common law and corresponding laws of other countries. UMUCshall have sole right and authority to seek statutory copyright protection and to enjoy the benefits ofownership of the work. The Consultant hereby assigns all rights, title and interest in and to the work toUMUC and agrees to require all members of the Consulting Team, as well as any agents or subcontractorsof Consultant involved in Project work, to agree in writing that they assign to UMUC all right, title andinterest in work product required by this Agreement.6.3 For the consideration payable under this Agreement, the Consultant agrees to reportpromptly to UMUC any invention arising out of the Work required by this Agreement. UMUC shall havesole right and authority to seek statutory patent protection under United States and foreign patent laws andto enjoy the benefits of ownership of the invention, whether or not the invention was required of theConsultant or a member of the Consulting Team as part of the performance of Work. The Consultanthereby assigns all right, title and interest in and to inventions made in the course of the Work to UMUCand agrees to execute and deliver all documents and do any and all things necessary and proper to effectsuch assignment. Consultant shall require all members of the Consulting Team, as well as any agents orsubcontractors of Consultant involved in Project work, to agree in writing that they will execute anddeliver all documents and do any and all things necessary and proper to effect assignment to UMUC ofinventions arising out of the Project work.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 40 of 53

7.0 USM CONTRACT TERMS AND CONDITIONSSCHEDULE II to this Agreement, attached hereto and incorporated herein by reference, includeadditional contract terms and conditions relating to administration of this Agreement. These terms andcondition are a part of this Agreement.8.0 CONFIDENTIAL INFORMATION8.1 Contractor acknowledges and understands that in connection with this Contract, the performanceof the Services and otherwise, Contractor has had or shall have access to, has obtained or shall obtain, orhas been or shall be given the University’s Confidential Information (as defined herein). For purposes ofthis Contract, “Confidential Information” means all information provided by the University to Contractor,including without limitation information concerning the University’s business strategies, political andlegislative affairs, students, employees, vendors, contractors, student records, customer lists, finances,properties, methods of operation, computer and telecommunications systems, and software anddocumentation. Confidential Information includes information in any and all formats and media,including without limitation oral, and includes the originals and any and all copies and derivatives of suchinformation.8.2 Contractor shall use the Confidential Information only if and when required for the performance ofthe Services, and for no other purpose whatsoever, and only by Contractor employees engaged in thatperformance.8.3 Contractor shall not, in any manner whatsoever, disclose, permit access to, or allow use ofConfidential Information to any person or entity except as specifically permitted or required under thisContract.8.4 Contractor acknowledges and understands that UMUC is required to protect certain ConfidentialInformation from disclosure under applicable law, including but not limited to the Family EducationalRights and Privacy Act (“FERPA”), the Gramm Leach Bliley Act (“GLBA”), or the Maryland PublicInformation Act (“PIA”), including regulations promulgated there under, as the laws and regulations maybe amended from time to time (collectively the “Privacy Laws”). The Confidential Information that isprotected under FERPA was provided to the Contractor as it is handling an institution service or functionthat would ordinarily be performed by UMUC’s employees. The Contractor agrees that it shall beobligated to protect and may only maintain and use the Confidential Information in its possession orcontrol in accordance with the Privacy Laws to the same extent as UMUC would be obligated if theConfidential Information was in the possession or control of UMUC. The Contractor further agrees that itis subject to the requirements governing the use and re-disclosure of personally identifiable informationfrom education records as provided in FERPA.8.5 Contractor may disclose Confidential Information as required by legal process. If Contractor isrequired by legal process to disclose Confidential Information, Contractor shall immediately notify theUniversity, and before disclosing such information shall allow UMUC reasonable time to take appropriatelegal action to prevent disclosure of the Confidential Information.8.6 Contractor’s obligations with respect to Confidential Information shall survive the expiration orthe termination of this Contract.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 41 of 53

8.7 Contractor acknowledges that Contractor’s failure to comply fully with the restrictions placedupon use, disclosure and access to Confidential Information may cause the University grievous irreparableharm and injury. Therefore, any failure to comply with the requirements of this Section 8 shall be amaterial breach of this Contract.8.8 Contractor agrees and acknowledges that it is not the custodian of any Confidential Informationthat may be in Contractor’s possession or control. Contractor shall forward any request for disclosure ofConfidential Information to:Office of Legal AffairsUniversity of Maryland University College3501 University Boulevard EastAdelphi, MD 207838.9 Except to the extent otherwise required by applicable law or professional standards, theobligations under this section do not apply to information that (a) is or becomes generally known to thepublic, other than as a result of disclosure by Contractor, (b) had been previously possessed by Contractorwithout restriction against disclosure at the time of receipt by Contractor, (c) was independentlydeveloped by Contractor without violation of this Contract, or (d) Contractor and the University agree inwriting to disclose. Each party shall be deemed to have met its nondisclosure obligations under thissection as long as it exercises the same level of care to protect the other’s information as it exercises toprotect its own confidential information, except to the extent that applicable law or professional standardsimpose a higher requirement.8.10 All Confidential Information received by Contractor shall be returned to the University ordestroyed upon completion or termination of this Contract.9.0 INDEMNIFICATIONTo the fullest extent permitted by law, the Consultant shall indemnify and hold harmless UMUC,the State of Maryland, University System of Maryland ("USM"), and their respective agents, servants andemployees, from and against all claims, damages, losses and expenses, including but not limited toattorney's fees, arising out of or resulting from the performance of the Project work by the Consultant,provided that such claim, damage, loss, or expense is caused in whole or in part by any negligent orwillful act or omission of the Consultant or any employee, agent or subcontractor of the Consultant. AtUMUC’s request, the Consultant will defend UMUC or settle any suit, claim, or proceeding broughtagainst UMUC in relation to this contract. This obligation is not intended to be or to imply a waiver of thesovereign immunity of UMUC, USM or the State of Maryland. The University does not assume anyobligation to indemnify, hold harmless, or pay attorney’s fees that may arise from or in any way beassociated with the performance or operation of this Agreement.10. EVALUATION AND ACCEPTANCE PROCEDURE10.1 Upon completion and delivery of each deliverable by Contractor,, UMUC will begin theevaluation and acceptance process, which shall include, but not be limited to, the steps described below.Payments, in accordance with Section 4 of this Contract will be based on the completion/delivery of adeliverable by Contractor and acceptance by UMUC of each deliverable. Contractor will demonstrate toUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 42 of 53

UMUC that the deliverable has been completed or has occurred and will provide UMUC with writtennotice of the same.10.2 Within the time period specified in the Contract including any Contract Amendments, or ifnot specified, then within thirty (30) business days of receipt by UMUC of a scheduled deliverable fromContractor, UMUC shall determine whether such deliverable Materially Conforms to the specificationsdefined in the Contract. As used herein, the term "Materially Conforms" means that the deliverable isready to be used in production and meets or exceeds its intended functionality and performance. If thedeliverable Materially Conforms to the specifications, then UMUC will provide written confirmation toContractor that the deliverable is accepted.10.3 If the deliverable does not Materially Conform, UMUC shall immediately return it toContractor with a written list of deficiencies. Contractor, at no additional cost to UMUC, shall thereaftermake all appropriate and necessary fixes to the deliverable and return it to UMUC within the time periodspecified, or if not specified, then within ten (10) business days for further testing by UMUC. If thedeliverable again fails to Materially Conform then this same process will be repeated one more time. Ifthe deliverable fails to Materially Conform to the specifications after delivery for the second time thenUMUC may, at its sole discretion, (a) further extend the timeframe for cure and (b) extend the warrantyperiod, if applicable, or (c) begin the termination process as defined in Schedule II of this Contract. IfUMUC does not elect to terminate this Contract after the second failure, it has not automatically waivedits right to do so following any additional failed attempt at correction by Contractor to which the partiesmay agree.10.4 If either party fails to meet the testing period described above, or any other periods of timeas mutually agreed to, the other party may declare the Contract in material breach and begin thetermination process as defined in Section 10.1 of this Contract.11.0 INSURANCE - Consultant is to provide evidence of General Liability, Business Automobile,Professional Liability, and Worker’s Compensation insurance. UMUC is to be the certificate holder andis to be named additionally insured on all but Professional Liability and Worker’s Compensation.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorizedofficers or officials.BY SIGNING BELOW, THE CONSULTANT AFFIRMS THAT CONSULTANT AND ALLMEMBERS OF THE CONSULTING TEAM ARE NOT MARYLAND STATE EMPLOYEES.UMUC:________________________________SignatureValerie Rolandelli__________________Print NameAVP, Strategic Contracting__________Title, AVP, UMUC Strategic Contracting________________________________DateConsultant:______________________________Signature______________________________Print Name______________________________Title______________________________Date*NOTE: Contract is not valid unless signed by UMUC.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 43 of 53

EXHIBIT ATo CONSULTING SERVICES AGREEMENT ("Agreement") made the day of _________, 20__,between the University of Maryland University College ("UMUC") and_______________________________ ________________ ( "Consultant").This document is Exhibit A to the Agreement.Consultant warrants that it will provide all services necessary to fulfill the complete scope of servicesoutlined in the specifications for the quoted costs noted on this Exhibit.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 44 of 53

Schedule IIUNIVERSITY SYSTEM OF MARYLAND PROCUREMENT POLICIES AND PROCEDURESMANDATORY CONTRACT TERMS AND CONDITIONS FOR CONTRACTS OVER $100,000Explanation of TermsAs used in this Appendix, "State" means UMUC, as an individual instrumentality of the State, or all State agencies, units, andinstrumentalities collectively, as required by the context of the use; “Agreement” or “Contract” means the Contract to whichthis Appendix 1 is attached; and "Work" means the work of the Contractor required under the Contract..1. Non-Hiring of EmployeesNo employee of the State of Maryland or any unit thereof, whose duties as such employee include matters relating to oraffecting the subject matter of this Contract, shall, while so employed, become or be an employee of the party or partieshereby contracting with the State of Maryland or any unit thereof.2. DisputesThis Contract shall be subject to the USM Procurement Policies and Procedures. Pending resolution of a claim, theContractor shall proceed diligently with the performance of the contract in accordance with the procurement officer’sdecision.3. Maryland Law PrevailsThe laws of Maryland shall govern the interpretation and enforcement of this Contract.4. Non-Discrimination in EmploymentThe Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because ofrace, color, religion, creed, age, sex, marital status, national origin, ancestry, or physical or mental handicap unrelated innature and extent so as reasonably to preclude the performance of such employment; (b) to include a provision similar tothat contained in subsection (a), above, in any subcontract except a subcontract for standard commercial supplies or rawmaterials; and (c) to post and to cause subcontractors to post in conspicuous places available to employees and applicantsfor employment, notices setting forth the substance of this clause.5. Contingent Fee ProhibitionThe Contractor, architect, or engineer (as applicable) warrants that it has not employed or retained any person, partnership,corporation, or other entity, other than a bona fide employee or agent working for the Contractor, architect, or engineer, tosolicit or secure this Contract, and that it, has not paid or agreed to pay any person, partnership, corporation, or otherentity, other than a bona fide employee or agent, any fee or any other consideration contingent on the making of thisContract.6. Multi-Year Contracts Contingent Upon AppropriationsIf the General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performancefor any fiscal period of this Contract succeeding the first fiscal period, this Contract shall be canceled automatically as ofthe beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however,that this will not affect either the University's rights or the Contractor's rights under any termination clause in this Contract.The effect of termination of the Contract hereunder will be to discharge both the Contractor and the University from futureperformance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractorshall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of theContract. The University shall notify the Contractor as soon as it has knowledge that funds may not be available for thecontinuation of this Contract for each succeeding fiscal period beyond the first.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 45 of 53

7. Termination for DefaultIf the Contractor fails to fulfill its obligation under this contract properly and on time, or otherwise violates any provisionof the contract, the University may terminate the contract by written notice to the Contractor. The notice shall specify theacts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, atthe University's option, become the University's property. The University shall pay the Contractor fair and equitablecompensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused byContractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remainliable after termination and the University can affirmatively collect damages. Termination hereunder, including thedetermination of the rights and obligations of the parties, shall be governed by the provisions of USM ProcurementPolicies And Procedures.8. Termination for ConvenienceThe performance of work under this contract may be terminated by the University in accordance with this clause in whole,or from time to time in part, whenever the University shall determine that such termination is in the best interest of theUniversity. The University will pay all reasonable costs associated with this contract that the Contractor has incurred up tothe date of termination and all reasonable costs associated with termination of the Contract. However, the Contractor shallnot be reimbursed for any anticipatory profits that have not been earned up to the date of termination. Terminationhereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions ofthe USM Procurement Policies and Procedures.9. Delays and Extensions of TimeThe Contractor agrees to prosecute the work continuously and diligently and no charges or claims for damages shall bemade by it for any delays or hindrances from any cause whatsoever during the progress of any portion of the workspecified in this Contract.Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control andwithout the fault or negligence of the Contractor, including but not restricted to, acts of God, acts of the public enemy, actsof the State in either its sovereign or contractual capacity, acts of another Contractor in the performance of a contract withthe State, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors orsuppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either the Contractoror the subcontractors or suppliers.10. ModificationsThis Contract may be amended with the consent of both parties. Amendments may not change significantly the scope ofthe Contract.11. Suspension of WorkThe procurement officer unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part ofthe work for such period of time as he may determine to be appropriate for the convenience of the University.12. Pre-existing RegulationsIn accordance with the provisions of Section 11-206 of the State Finance and Procurement Article, Annotated Code ofMaryland, the regulations set forth in USM Procurement Policies and Procedures in effect on the date of execution of thisContract are applicable to this Contract.13. Payment of State ObligationsPayments to the Contractor pursuant to this Contract shall be made no later than 30 days after the State’s receipt of aproper invoice from the Contractor. Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1,of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission ofMaryland with respect to regulated public utilities, as applicable, are prohibited.14. Financial DisclosureThe Contractor shall comply with the provisions of Section 13-221 of the State Finance and Procurement Article of theAnnotated Code of Maryland, which requires that every business that enters into contracts, leases, or other agreementswith the State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate$100,000 or more, shall, within 30 days of the time when the aggregate value of these contracts, leases or other agreementsreaches $100,000, file with the Secretary of State of Maryland certain specified information to include disclosure ofbeneficial ownership of the business.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 46 of 53

15. Political Contribution DisclosureThe Contractor shall comply with Article 14, Election Law, Sections 14-101 through 14-108 of the Annotated Code ofMaryland, which requires that every person that enters into contracts, leases, or other agreements with the State, a county,or an incorporated municipality, or their agencies, during a calendar year in which the person receives in the aggregate$100,000 or more, shall file with the State Administrative Board of Election Laws a statement disclosing contributions inexcess of $500 made during the reporting period to a candidate for elective office in any primary or general election. Thestatement shall be filed with the State Administrative Board of Election Laws:a. before a purchase or execution of a lease or contract by the University, a county, an incorporated municipality, or theiragencies, and shall cover the preceding two calendar years; andb. if the contribution is made after the execution of a lease or contract, then twice a year, throughout the contract term, on(1) February 5, to cover the 6-month period ending January 31; and (2) August 5, to cover the 6-month period endingJuly 31.16. Retention of RecordsThe Contractor shall retain and maintain all records and documents relating to this Contract for three years after finalpayment by the University hereunder or any applicable statute of limitations, whichever is longer, and shall make themavailable for inspection and audit by authorized representatives of the University, including the procurement officer ordesignee, at all reasonable times.17. Compliance with LawsThe Contractor hereby represents and warrants that:a. It is qualified to do business in the State of Maryland and that it will take such action as, from time to time hereafter,may be necessary to remain so qualified;b. It is not in arrears with respect to the payment of any moneys due and owing the State of Maryland, or any departmentor unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not becomeso in arrears during the term of this Contract;c. It shall comply with all federal, State, and local laws, regulations, and ordinances applicable to its activities andobligations under this Contract; andd. It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to theperformance of its obligations under this Contract.18. Cost and Price CertificationThe Contractor by submitting cost or price information certifies that, to the best of its knowledge, the informationsubmitted is accurate, complete, and current as of a mutually determined specified date prior to the conclusion of any pricediscussions or negotiations for:a. A negotiated contract, if the total contract price is expected to exceed $100,000, or a smaller amount set by theprocurement officer; orb. A change order or contract modification, expected to exceed $100,000, or a smaller amount set by the procurementofficer.The price under this Contract and any change order or modification hereunder, including profit or, fee, shall be adjusted toexclude any significant price increases occurring because the Contractor furnished cost or price information which, as ofthe date agreed upon between the parties, was inaccurate, incomplete, or not current.19. Family Educational Rights and Privacy Act (“FERPA”)The selected contractor may have access to, may obtain, or be given confidential information, including without limitationinformation concerning the University’s business strategies, political and legislative affairs, students, faculty, employees,vendors, contractors, student records or student financial information, customer lists, finances, properties, methods ofoperation, computer and telecommunication systems, and software and documentation. Certain confidential informationmay be protected under the Family Educational Rights and Privacy Act (“FERPA”), the Gramm-Leach-Bliley Act, and theUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 47 of 53

Maryland Public Information Act. The selected firm must have administrative, technical, and physical safeguards toprotect the security, confidentiality, and integrity of the University’s and borrower’s confidential information.20. Indemnification: The University shall not assume any obligation to indemnify, hold harmless, or pay attorney’s fees thatmay arise from or in any way be associated with the performance or operation of this agreement.21. Ethics. This Contract is cancelable in the event of a violation of the Maryland Public Ethics Law by the Contractor or anyUMUC employee in connection with this procurement.22. Living Wage This contract is subject to the Living Wage requirements under Title 18, State Finance and ProcurementArticle, Annotated Code of Maryland and the regulations proposed by the Commissioner of Labor and Industry. TheLiving Wage generally applies to a Contractor or Subcontractor who performs work on a State contract for services that isvalued at $100,000 or more. An employee is subject to the Living Wage if he/she is at least 18 years old or will turn 18during the duration of the contract; works at least 13 consecutive weeks on the State Contract and spends at least one-halfof the employee’s time during any work week on the State Contract.22.1 If the Unit responsible for the State contract for services determines that application of the Living Wage wouldconflict with any applicable Federal program, the Living Wage does not apply to the contract or program.22.2 A Contractor must not split or subdivide a State contract for services, pay an employee through a third party, ortreat an employee as an independent contractor or assign work to employees to avoid the imposition of any of therequirements of Title 18, State Finance and Procurement, Annotated Code of Maryland.22.3 Each Contractor/Subcontractor, subject to the Living Wage Law, shall post in a prominent and easily accessibleplace at the work site(s) of covered employees a notice of the Living Wage Rates, employee rights under the law, andthe name, address, and telephone number of the Commissioner.22.4 The Commissioner of Labor and Industry shall adjust the wage rates by the annual average increase or decrease,if any, in the Consumer Price Index for all urban consumers for the Washington/Baltimore metropolitan area, or anysuccessor index, for the previous calendar year, not later than 90 days after the start of each fiscal year. TheCommissioner shall publish any adjustments to the wage rates on the Division of Labor and Industry’s Website. Anemployer subject to the Living Wage Law must comply with the rate requirements during the initial term of thecontract and all subsequent renewal periods, including any increases in the wage rate, required by the Commissioner,automatically upon the effective date of the revised wage rate.22.5 A Contractor/Subcontractor who reduces the wages paid to an employee based on the employer’s share of thehealth insurance premium, as provided in §18-103(c), State Finance and Procurement Article, Annotated Code ofMaryland, shall not lower an employee’s wage rate below the minimum wage as set in §3-413, Labor andEmployment Article, Annotated Code of Maryland. A Contractor/Subcontractor who reduces the wages paid to anemployee based on the employer’s share of health insurance premium shall comply with any record reportingrequirements established by the Commissioner of Labor and Industry.22.6 A Contractor/Subcontractor may reduce the wage rates paid under §18-103(a), State Finance and Procurement,Annotated Code of Maryland, by no more than 50 cents of the hourly cost of the employer’s contribution to anemployee’s deferred compensation plan. A Contractor/Subcontractor who reduces the wages paid to an employeebased on the employer’s contribution to an employee’s deferred compensation plan shall not lower the employee’swage rate below the minimum wage as set in §3-413, Labor and Employment Article, Annotated Code of Maryland.22.7 Under Title 18, State and Finance Procurement Article, Annotated Code of Maryland, if the Commissionerdetermines that the Contractor/Subcontractor violated a provision of this title or regulations of the Commissioner, theContractor/Subcontractor shall pay restitution to each affected employee, and the State may assess liquidated damagesof $20 per day for each employee paid less than the Living Wage.22.8 Information pertaining to reporting obligations may be found by going to the DLLR Websitehttp://www.dllr.state.md.us/ and clicking on Living Wage.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 48 of 53

CONTRACT AFFIDAVIT(This affidavit is a mandatory contract addendum in accordance with USM Procurement Policiesand Procedures, but it is only required from the successful Contractor.)A. AUTHORIZED REPRESENTATIVEI HEREBY AFFIRM THAT:I am the (title) SAMPLE and the duly authorizedrepresentative of (business) _____SAMPLE___________________________________and that I possessthe legal authority to make this Affidavit on behalf of myself and the contractor for which I am acting.B. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENTI FURTHER AFFIRM THAT:(1) The business named above is a (domestic ) (foreign ) [check one] corporationregistered in accordance with the Corporations and Associations Article, Annotated Code of Maryland,and that it is in good standing and has filed all its annual reports, together with filing fees, with theMaryland State Department of Assessments and Taxation, and that the name and address of its residentagent filed with the State Department of Assessments and Taxation is:Name: _________________________________________________________Address: __________________________________________________________(2) Except as validly contested, the Contractor has paid, or has arranged for payment of, alltaxes due the State of Maryland and has filed all required returns and reports with the Comptroller of theTreasury, the State Department of Assessments and Taxation, and the Employment SecurityAdministration, as applicable, and will have paid all withholding taxes due to the State of Maryland priorto final settlement.C. CERTAIN AFFIRMATIONS VALIDI FURTHER AFFIRM THAT:To the best of my knowledge, information, and belief, each of the affirmations, certifications, oracknowledgments contained in that certain Proposal Affidavit dated, 2008, andexecuted by me for the purpose of obtaining the contract to which this Exhibit is attached remains trueand correct in all respects as if made as of the date of this Contract Affidavit and as if fully set forthherein.I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THECONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MYKNOWLEDGE, INFORMATION, AND BELIEF.Date:By: __________________________________________________UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 49 of 53

APPENDIX SSOLICITATION TERMS AND CONDITIONSUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 50 of 53

APPENDIX SSOLICITATION TERMS AND CONDITIONS1. Contractor’s/Proposer’s Responsibility.Proposers are advised to read the requirements very carefully to ensure that each requirement is understood. If in doubt, develop and submitapplicable questions, in writing to the contact at the Issuing Office per the RFP. A Proposer's misinterpretation of requirements shall not relieve theProposer of responsibility to accurately address the requirements of the RFP or to perform the contract, if awarded. UMUC will enter into acontractual agreement with the selected Contractor only. The selected Contractor shall be solely responsible for all services as required by thisRFP. Subcontractors, if any, will be the responsibility of the primary Contractor and the role of subcontractors must be clearly identified in theproposal. The use of a subcontractor(s) does not relieve the Contractor of liability under this contract.2. General Requirement.Proposals must be made in the official name of the firm or individual under which business is conducted, showing the official business address,state in which it is incorporated or organized (if Proposer is not an individual) and must be signed by a duly authorized person. Proposals must beprepared in writing, simply and economically, providing a straightforward, concise description of the Proposer's proposal for meeting the requiredspecifications of this procurement. Proposers must paginate each proposal volume and are requested to provide tabs to separate responses to thetechnical criteria.3. Receipt of Proposals.Proposals will not be opened publicly; nor, can the identity of Proposers (individuals or entities) submitting proposals (“Proposers”) be disclosedprior to actual contract award.4. Duration of Offers.Proposals (Technical Proposal and, if applicable, Price Proposal) submitted in response to this solicitation are irrevocable for 120 days followingthe closing date of the Price Proposal due date. This period may be extended by mutual agreement between the vendor and the University.5. Rejection or Acceptance of Proposals.The University reserves the right to accept or reject any and all proposals, in whole or in part, received as a result of this RFP, to waiveminor irregularities, to negotiate in any manner necessary to best serve the interest of the University. Further, the University reserves theright to make a whole award, multiple awards, a partial award or no award at all. Proposers judged by the procurement officer not to beresponsible or Proposers whose proposals are classified as not reasonably susceptible of being selected for award shall be so notified.The University reserves the right to increase or decrease the quantities of any materials, equipment, supplies or services.6. Cancellation of the RFP.UMUC may cancel this RFP, in whole or in part, at any time.7. Incurred Expenses.Neither UMUC nor the State of Maryland is responsible for any expenses that Proposers may incur in preparing and submitting proposals or inmaking oral presentations of their proposals, if required.8. Payment.The State of Maryland usually provides payments on a net 30 day basis for UMUC approved invoices. Payment provisions shall be in arrears, withlate payment and interest calculated as provided by Maryland law. For purposes of determining whether a prompt-payment discount, if applicable,may be taken by UMUC, the starting date of such reckoning period shall be the later of the date of a properly executed invoice or the date ofcompletion of service and/or delivery of product.9. Electronic Funds Transfer (“EFT”).If the annual dollar value of this contract will exceed $500,000.00, the Bidder/Offeror is hereby advised that electronic funds transfer (EFT) will beused by the State to pay the Contractor for this Contract and any other State payments due Contractor unless the State Comptroller's Office grantsthe Contractor an exemption. By submitting a response to this solicitation, the Offeror agrees to accept payment by electronic fund transfer unlessthe State Comptroller’s Office grants an exemption. The selected Offeror shall register using the form attached as Appendix D, the GAD X-10Contractor EFT Registration Request Form. This form is to be submitted directly to the Comptroller’s Office (not to UMUC). Any request forexemption must be submitted to the State Comptroller’s Office for approval at the address specified on the GAD X-10 form and must include thebusiness identification information as stated on the form and include the reason for the exemption. The form is available as a pdf file on the website of the General Accounting Division of the Comptroller of Maryland. That web address is:http://compnet.comp.state.md.us/gad/agencyinfo/agencyeft.asp10. Procurement Regulations.This RFP shall be conducted in accordance with USM Procurement Policies and Procedures. The procurement method is CompetitiveSealed Proposals. The text of the Policies and Procedures is available at http://www.usmd.edu/regents/bylaws/SectionVIII/VIII300.html.11. Confidentiality.An Proposer should give specific attention to the identification of those portions of the proposal that the Proposer deems to be confidential,proprietary information or trade secrets and provide any justification why such materials, upon request, should not be disclosed by the State underthe Access to Public Records Act, State Government Article, Title 10, Subtitle 6, Annotated Code of Maryland. Proposers are advised that, uponUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 51 of 53

equest for this information from a third party, the Procurement Officer is required to make an independent determination as to whether theinformation may or may not be disclosed to the requesting party. That decision will take into consideration the Proposer’s position regarding itsproposal. A blanket statement by a Proposer that its entire proposal is confidential or proprietary will not be upheld.12. Oral Presentation /Discussion Sessions. - Refer to Section III of the solicitation.13. Evaluation of Offers. – Refer to Section III of the solicitation.14. Proposal Affidavit and Certifications.State procurement regulations require that proposals contain certifications regarding non-collusion, debarment, cost and price, etc. The affidavitform, which should be completed by all respondents and returned with their respective responses, is included as Appendix A of the RFP.15. Economy of Preparation.Proposals should be prepared simply and economically, providing a straightforward, concise description of the contractor's offer to meet therequirements of the RFP.16. Multiple Proposals.Contractors may not submit more than one proposal.17. Alternate Solution Proposals.Contractors may not submit an alternate to the solution given in this RFP.18. Telegraphic/Facsimile Proposal Modifications.Contractors may modify their proposals by telegraphic, e-mail, or facsimile communication at any time prior to the due date and time set to receiveproposals provided such communication is received by the State issuing agency prior to such time and, provided further, the State agency issatisfied that a written confirmation of the modification with the signature of the proposer was mailed prior to the time and date set to receiveproposals. The communication should not reveal the proposal price but should provide the addition or subtraction or other modification so that thefinal prices, percent or terms will not be known to the State agency until the sealed proposal is opened. If written confirmation is not receivedwithin two (2) days from the scheduled proposal opening time, no consideration will be given to the modification communication. No telephone,telegraphic, or facsimile price proposals will be accepted.19. Contractor Responsibilities and Use of SubcontractorsThe University of Maryland University College shall enter into contractual agreement with the selected offering contractor(s) only. The selectedcontractors(s) shall be responsible for all products and/or services required by this RFP. UMUC will consider proposals that reflect primary andsecondary service providers or prime/subcontractor relationship. There should be proof of ability of the primary to manage a subcontractor andsuccessfully coordinate the delivery of quality service and support in a timely manner. Subcontractors, if any, shall be identified and a completedescription of their role relative to the proposal shall be included. University of Maryland University College's intent is not to direct the use of anyparticular subcontractor, however, the contractor will not contract with any such proposed person or entity to whom University of MarylandUniversity College has a reasonable objection. Notification of such objection will be made by University of Maryland University College within 15days of contract. The contractor shall be fully responsible for the acts and omissions of its subcontractors and of persons directly or indirectlyemployed by them. The use of subcontractors does not relieve the contractor of liability.20. Access to Contractor Records for Quality Assurance and Auditing Purposes.The Contractor and its principal subcontractors must provide access to pertinent records by University personnel or its representatives (includinginternal auditors, external auditors, representatives, or agents) to provide quality assurance and auditing.21. Arrearages.By submitting a response to this solicitation, a contractor shall be deemed to represent that it is not in arrears in the payment of any obligation dueand owing the State of Maryland, including the payment of taxes and employee benefits and that it shall not become so in arrears during the term ofthe contract if selected for contract award.22. Taxes.University of Maryland University College is exempt from Federal Excise Taxes, Maryland Sales and Use Taxes, and the District of ColumbiaSales Taxes and Transportation Taxes, except as noted in applicable sections of COMAR. Exemption Certificates shall be provided upon request.Where a Contractor is required to furnish and install material in the construction or improvement of real property in performance of a contract,Contractor shall pay the Maryland Sales tax and the exemption does not apply.23. RFP Response Materials.All written materials submitted in response to this RFP become the property of University of Maryland University College and may be appended toany formal documentation, which would further define or expand the contractual relationship between University of Maryland University Collegeand the successful contractor(s).24. Debriefing of Unsuccessful Offerors.Unsuccessful proposers (“Offerors”) may request a debriefing. If the proposer chooses to do so, the request must be submitted in writing to the ProcurementOfficer within ten days after the proposer knew, or should have known its proposal was unsuccessful. Debriefings shall be limited to discussion of the specificproposer’s proposal only and not include a discussion of a competing offeror’s proposal. Debriefings shall be conducted at the earliest feasible time.UMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 52 of 53

The debriefing may include information on areas in which the unsuccessful proposer’s proposal was deemed weak or insufficient. The debriefing may NOTinclude discussion or dissemination of the thoughts, notes or ranking from an individual evaluation committee member. A summarization of the procurementofficer’s rationale for the selection may be given.25. Maryland Public Ethics Law, Title 15.The Maryland Public Ethics Law prohibits, among other things: State employees or officials (and in some cases, former employees) and businessesin which such an individual is employed or holds a financial interest from (i) submitting a bid or proposal, (ii) negotiating a contract, and (iii)entering into a contract with the governmental unit with which the individual is affiliated per the Maryland Code, State Government Article, SS 15-502.If the bidder/offeror has any questions concerning application of the State Ethics law to the bidder/offeror's participation in this procurement, it isincumbent upon the bidder/offeror to see advise from the State Ethics Commission: The Office of The Executive Director, State EthicsCommission, 9 State Circle, Suite 200, Annapolis, MD 21401. For questions regarding the applicability of this provision of the Public Ethics Law,contact the State Ethics Commission, toll-free phone number 877-669-6085, or see the website ethics.gov.state.md.us. The procurement officermay refer any issue raised by a bid or proposal to the State Ethics Commission. The procurement officer may require the bidder/offeror to obtainadvise from the State Ethics Commission and may reject a bid or proposal that would result in a violation of the Ethics law.The resulting contract is cancelable in the event of a violation of the Maryland Public Ethics Law by the contractor or any State of Marylandemployee in connection with this procurement.26. Assistance in Drafting.Under the State Government Article § 15-508 of the Annotated Code of Maryland, an individual or person who employs an individual who assistsan executive unit in drafting specifications, an invitation for bids, a request for proposals for a procurement, or the selection or award made inresponse to an invitation for bids or request for proposals may not submit a bid or proposal for that procurement or assist or represent anotherperson, directly or indirectly, who is submitting a bid or proposal for that procurement. For questions regarding the applicability of this provision ofthe Public Ethics Law, contact the State Ethics Commission, toll-free phone number 877-669-6085, or see the website ethics.gov.state.md.us27. Living Wage RequirementsA solicitation for services under a State contract valued at $100,000 or more may be subject to Title 18, State Finance and Procurement Article,Annotated Code of Maryland. Additional information regarding the State’s Living Wage requirement is contained in the following section entitledLiving Wage Requirements for Service Contracts. If the Offeror fails to complete and submit the required Living Wage documentation, the Statemay determine an Offeror to be not responsible.The Living Wage rates change each year and are published 90 days from the end of the State fiscal year. Living Wage rates may be found athttps://www.dllr.state.md.us/labor/prev/livingwage.shtmlThe specific Living Wage rate is determined by whether a majority of services take place in a Tier 1 Area or Tier 2 Area of the State. The Tier 1Area includes Montgomery, Prince George’s, Howard, Anne Arundel, and Baltimore Counties, and Baltimore City. The Tier 2 Area includes anycounty in the State not included in the Tier 1 Area. If the employees who perform the services are not located in the State, the head of the unitresponsible for a State contract pursuant to §18-102 (d) shall assign the tier based upon where the recipients of the services are located.END OF APPENDIX SUMUC RFP# 91020 – FACULTY & STAFF ENGAGEMENT SURVEY CONSULTING SERVICESPage 53 of 53