SANTA FE COMMUNITY COLLEGE

REQUEST FOR PROPOSALS

NUMBER: RFP#2016-03

TITLE: Talent Management Software Purchase and Implementation

SUBMITTAL DUE DATE AND TIME:Monday, November 16, 2015 at 3:00pm (MST)

Issue date: November 2, 2015

SANTA FE COMMUNITY COLLEGEPURCHASING DEPARTMENT

Room 2066401 RICHARDS AVESANTA FE, NM 87508

NOTICE FOR REQUEST FOR PROPOSALS

REQUEST FOR PROPOSAL NUMBER: RFP#2016-03

TITLE: Talent Management Software Purchase and Implementation

SUBMITTAL DUE DATE AND TIME: Monday, November 16, 2015 3:00pm (MST)

Santa Fe Community College (“SFCC” or “College”) invites you (“Offeror”) to submit a sealed proposal for the material(s) and/or service(s) for the following Request for Proposals “RFP”. Please carefully read all instructions, specifications, terms and conditions of this RFP. Failure to comply with the instructions, terms and/or conditions may results in the proposal being classified as unresponsive and disqualified. New Mexico criminal law prohibits bribes, gratuities and kickbacks §13-1-191 NMSA 1978.

Sealed proposals must be received at the above address no later than the time and date specified above. Any proposal received after the deadline will not be accepted and will be returned unopened. It is solely the responsibility of each Offeror to assure that its proposal is delivered at the specified place and prior to the deadline for submission. Proposals, which for any reason are not so delivered, will not be considered and will be returned unopened. All information must be entered in ink or typed and corrections must be initialed. Proposals must be in a sealed envelope and must be clearly marked with the RFP number and submission deadline (as listed above) in the lower left hand corner.

Specifications and proposal packets may be obtained at the Purchasing Office of the Santa Fe Community College, or interested OFFERORs may access and download the document from the Internet at the following address: http://www.sfcc.edu/business_services_and_purchasing/rfps

SUBMITTAL LOCATION:

Santa Fe Community CollegePurchasing Department, Room 2066401 Richards Ave. Santa Fe, New Mexico 87508

TABLE OF CONTENTSSection 1: Purpose Section 2: Organizational Profile Section 3: Conditions and General Requirements Governing ProposalSection 4. Other Special Conditions

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Section 5: Instructions to OfferorsSection 6: Scope of WorkSection 7: Response FormatSection 8: Proposal Evaluation and Selection ProcessSection 9: Evaluation Criteria

Attachment A: PricingAttachment B: Small & Small Disadvantaged Business Certification Attachment C: Campaign Disclosure Statement Form Attachment D: Resident Business CertificationAttachment E: Resident Veterans Preference Certification FormAttachment F: Offeror Signature FormExhibit A: Master Services AgreementAppendix A: Question Submittal Form

SFCC PURCHASING CONTACT INFORMATIONName: Tom Weeks, BuyerTelephone: 505-428-1184E-mail: tom.weeks@sfcc.edu

SFCC TECHNICAL CONTACT INFORMATIONName: Mark Wood Telephone: 505-474-5022E-mail:mark.wood1@sfcc.edu

NOTE: Please be advised that Offerors are only to make contact with the individual(s) identified above and shall not contact any other employee, officer or member of the governing Board regarding the procurement. Any Offeror that makes such unauthorized contact shall be deemed to have violated the terms and conditions of the RFP and that person’s bid may be rejected as a result.

OTHER INFORMATIONNumber of submittals required: One (1) original, two (2) printed copies, and one (1) copy on CD.

Terms: F.O.B. DestinationNet 30

TERMS AND CONDITIONSSFCC reserves the right to request clarification and modification of any proposal prior to contract award. The purchase of any material(s) and/or service(s) awarded under this RFP are subject to the scope of work, specifications, requirements, terms and conditions contained within this Request For Proposals. Offerors may submit alternate terms and conditions; however, SFCC reserves the right to reject any proposed alternate language if the proposed language is determined by SFCC not be in its’ best interest.

RIGHT TO PROTEST

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This solicitation or an award of this RFP may be protested as per the New Mexico Procurement Code and SFCC Purchasing Department Procedures. QUESTIONSQuestions should be directed to the Buyer indicated above. Note, any questions regarding the RFP documents are to be submitted, using the Question Submittal Form provided in Appendix A and are to be submitted to the buyer identified above. Note, any and all clarification of instructions, specifications, scope of work, requirements, terms and conditions, insurance, bid preparation, etc. shall only be made by the Buyer. All requests for any form of RFP clarification must be made in writing, addressed to the Buyer, and submitted no later than five (5) calendar days prior to the RFP due date. If appropriate, SFCC Purchasing Department shall issue a written Amendment/Addendum to this RFP which shall thereafter become a part of this Request For Proposals. No oral interpretations shall be binding upon SFCC unless reduced to a written Amendment/Addendum issued by the Purchasing Department prior to the RFP Due Date and Time.

1.0 PURPOSESanta Fe Community College invites proposals from established providers of Talent Management Software products and services. This RFP is issued under, and all proposals submitted in response to this solicitation shall be subject to, the State of New Mexico Procurement Code, Section 13-1-21 through 13-1-199, NMSA 1978. It is anticipated that the initial term of any resultant agreement for stated services shall be period of one (1) year, with the option to renew for seven (7) additional one (1) year terms, for a maximum term of eight (8) years (ref: 13-1-150, NMSA 1978).

Note: For purposes of identification and clarity within this Request for Proposal (RFP), the term “College” shall refer to Santa Fe Community College (SFCC), and the term “Offeror” shall refer to the RFP respondents.

2.0 ORGANIZATIONAL PROFILE

2.1 History: The College was established in 1983 to bring low-cost, high-quality educational opportunities to the residents of Santa Fe. Since then the College has grown rapidly, both in enrollment and campus expansion. Today, the College serves more than 9,200 students in any given semester in its credit, noncredit and adult basic education programs. The College’s campus is situated on 366 acres off Richards Avenue, south of Rodeo Road.

2.2 SFCC’s Mission and Goals: SFCC is a learning community that helps students succeed and serve the community. As a public institution, SFCC offers a wide variety of educational programs and services to meet the needs of business, government and a diverse population. SFCC contributes to the economic, technological and cultural development of the region by providing quality academic, career and personal-enrichment programs.

3.0 CONDITIONS AND GENERAL REQUIREMENTS GOVERNING RFP

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The following section contains information about the RFP process and conditions under which this RFP is issued and how the intended project will be completed. College requires that all OFFERORs agree to be bound by the general requirements contained in this section.

3.1 The General Terms and Conditions on the reverse side of SFCC’s purchase order are an equal and integral part of this Request For Proposals (RFP) and may be viewed at:

http://www.sfcc.edu/files/purchasing/Terms_and_Conditions_FINAL_9-1-15.pdf

3.2 The terms, conditions and specifications contained in this RFP shall be incorporated into all purchase orders issued as a result of this RFP, including any addenda. SFCC reserves the right to negotiate with a successful Offeror (Contractor) provisions in addition to those stipulated in this RFP. The contents of the successful Offeror’s submittal may be incorporated into an award agreement.

3.3 Should an Offeror object to any of the SFCC General Terms and Conditions, that Offeror must propose specific alternative language for the College’s review and consideration. General references to the Offeror’s terms and conditions or attempts at complete substitutions are not acceptable to SFCC and may result in disqualification of the Offeror’s submittal. Offerors must provide a brief statement of the purpose and impact, if any, of each proposed change followed by the specific proposed alternate wording.

Any proposed changes to the terms and conditions incorporated and/or attached to this RFP, must be stated in Offeror’s bid submittal in a Section marked “PROPOSED ALTERNATIVE TERMS AND CONDITIONS.” Offerors are cautioned that any changes to the terms and conditions that are NOT stated in the RFP response will not be entertained by SFCC at a later date. Any provisions in any bid submittal, quotation, acknowledgment or other forms or contract documents applicable to the services that are inconsistent, or in conflict, with any provisions of this RFP or the resultant contract, will be ineffective and inapplicable.

3.4 SFCC reserves the right to reject an offer submittal on the basis that the proposed compromising language cannot be accepted by SFCC. Any additional terms and conditions which may be the subject of negotiation will be discussed only between SFCC and the successful Offeror and shall not be deemed an opportunity to amend the Offeror’s submittal.

3.5 NOTE: An Awardee of a Price Agreement established with SFCC has the opportunity to market a resultant Price Agreement to other New Mexico local public bodies, state agencies and instrumentalities under the State of New Mexico Public Purchases and Property Act, NMSA 1978, Article 1, Procurement, Section 13-1-129, “Procurement under existing contracts.”

3.6 Acceptance of Conditions Governing the Procurement: Offerors must indicate their acceptance of the Conditions Governing the Procurement section in letter of transmittal. Submission of a proposal constitutes acceptance of the evaluation factors contained in Section 8 of this RFP.

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3.7 Incurring Cost: Any cost incurred by the Offeror in preparation, transmittal, or presentation of any proposal or material submitted in response to this RFP shall be borne solely by the OFFEROR.

3.8 Key Staff: Since the award is made on a quality-based evaluation process, replacement of key staff or subcontractors after award of and prior to the contract execution may cause the Offeror to be disqualified.

3.9 Offeror’s Responsibility: Any contract that may result from this RFP shall specify that the Offeror is solely responsible for fulfillment of the contract with College. College will make contract payments only to the successful Offeror.

3.10 Subcontractors: Use of subcontractors must be clearly explained in the proposal submittal and must be identified by name. The Offeror shall be wholly responsible for the entire performance whether or not subcontractors are used.

3.11 Amended Proposals: An Offeror may submit an amended proposal prior to the submission deadline. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. College personnel will not collate or assemble proposal materials for the Offeror.

3.11 Offeror’s Rights to Withdraw Proposal: Offerors will be allowed to withdraw their proposals at any time prior to the submission deadline. The Offeror must submit to the College procurement agent a written withdrawal request signed by the OFFEROR’s authorized representative.

3.12 Proposal Offer Firm: Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the proposal submission deadline.

3.14 Disclosure of Proposal Contents: Proposal contents will be kept confidential until a contract is awarded and written notice of award has been issued by the College procurement agent. At that time, all proposals will be open to the public, except for the material that is proprietary or confidential. The procurement agent will not disclose or make public any pages of a proposal on which the Offeror has stamped or imprinted “proprietary” or “confidential” subject to the following requirements.

Proprietary or confidential data shall be readily separable from the proposal in order to facilitate eventual public inspection of the non-confidential portion of the proposal. Confidential data is normally restricted to confidential financial information concerning the Offeror’s organization and data that qualifies as a trade secret in accordance with the Uniform Trade Secrets Act, §57-3A-1 to 57-3A-7, NMSA 1978. The price of products offered or the cost of services proposed shall not be designated as proprietary or confidential information.

If a request is received for disclosure of data for which an Offeror has made a written request for confidentiality, the College procurement agent shall examine the Offeror’s request and make a written determination that specifies which portions of the proposal should be disclosed. Unless the Offeror takes legal action to prevent the disclosure, the proposal will be so disclosed. The

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proposal shall be open to public inspection subject to any continuing prohibition on the disclosure of confidential data.

3.15 No Obligation: This RFP in no manner obligates College to the use of any proposed products or services until a valid written contract is awarded and approved by the appropriate College authorities.

3.16 Termination of RFP: This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when College determines such action to be in the best interest of College.

3.17 Sufficient Appropriation: Any contract awarded as a result of this RFP process may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be affected by sending written notice to the Offeror. College’s decision as to whether sufficient appropriations and authorizations are available will be accepted by Offeror as final.

3.18 Governing Law: This procurement and any agreement with Offerors that may result shall be governed by the laws of the State of New Mexico.

3.19 Campaign Contribution Disclosure Form: All Offerors are required By Section 13-1-191 NMSA 1978 to complete the Campaign Contribution Disclosure Form in Attachment C.

3.20 Basis for Proposal: Only information supplied by College in writing through the College procurement agent or in this RFP shall be used as the basis for the preparation of Offeror proposals.

3.21 Contract Terms and Conditions: The contract between College and the successful Offeror shall follow the format specified by College and contain the terms and conditions set forth in Exhibit A – Master Services Agreement. However, COLLEGE reserves the right to negotiate with a successful Offeror provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful Offeror’s proposal will be incorporated into and become part of the contract.

3.22 Offeror Qualifications: The selection committee may make such investigations as necessary to determine the ability of the Offeror to adhere to the requirements specified within this RFP. The selection committee will reject the proposal of any Offeror who is not a responsible Offeror or fails to submit a responsive offer, as defined in § 13-1-83 and 13-1-85 NMSA 1978.

3.23 Right to Waive Technical Irregularities: College reserves the right to waive minor irregularities. Also College reserves the right to waive mandatory requirements provided that all of the otherwise responsive proposals failed to meet the mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of COLLEGE.

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3.24 Change in Offeror Representatives: College reserves the right to request a change in Offeror representatives if the assigned representatives are not, in the opinion of COLLEGE, meeting its needs adequately.

3.25 Notice: The Procurement Code, § 13-1-28 through 13-1-199 NMSA 1978, imposes civil and misdemeanor criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for bribes, gratuities and kickbacks.

3.26 SFCC Rights: SFCC reserves the right to accept and/or reject, at its sole discretion, any or all proposals, or parts thereof, to waive technicalities, or to re-advertise the project, when the best interests of College will be realized thereby.

3.27 Electronic Mail Address Requirement: A large part of the communication regarding this procurement will be conducted by electronic mail (e-mail). Offeror’s are strongly encouraged to establish a valid e-mail address to better ensure receipt of electronic correspondence.

3.28 Use of Electronic Version of this RFP: This RFP is being made available by electronic means. If accepted by such means, the Offeror acknowledges and accepts full responsibility to insure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Offeror’s possession and the version maintained by College, the version maintained by College shall govern.

3.29 Taxes: The College is exempt from Federal Excise Taxes and from New Mexico Gross Receipts Taxes on materials. Services are not exempt. Taxes on ser v ices sho u ld be included as a separate line item and not included in the base pr i ce offer. Applicable taxes are excluded from the RFP evaluation. A non-taxable transaction certificate is available from the Purchasing Department.

3.30 Resident Business Certification: Please provide any documentation as directed in Attachment D.

4.0 OTHER SPECIAL CONDITIONSThe following are special conditions that must be met by the Offeror in undertaking this contract. The Offerors must indicate in their proposal and provide evidence that they will be able to meet the stipulated conditions.

4.1 Insurance Coverage: The Offeror shall submit evidence of current insurance to cover the following required coverage. Offerors must submit with the proposal a Certificate of Insurance showing current coverage equal to or greater than what is required in this RFP.

4.1.1 Commercial General Bodily Injury and Property Damage Liability – Including automobile (owned, non-owned, and hired) of not less than $750,000 for each occurrence and in the aggregate of $1,000,000.

4.1.2 Professional Liability Insurance – For the term of any agreement with the COLLEGE, Offeror shall have professional liability insurance with limits of $10,000,000 per claim and $30,000,000 in the aggregate.

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4.1.3 Each contract of insurance required shall remain in effect for the entire term of the contract clauses to the effect that the same may not be reduced or canceled on less than forty-five (45) days prior written notice to College. Commercial General Liability and Auto liability policies required hereunder shall name COLLEGE as additional insured. Coverage shall be primary. All insurance required under this section shall be with companies acceptable to College. Stated minimums shall not be interpreted as limiting the Offeror’s insurance coverage.

4.2 Licensing Requirement: Each Offeror must be licensed and qualified to do business in New Mexico.

4.3 Interpretation or Correction of Proposal Documents: Offerors will promptly notify College of any ambiguity, inconsistency or error that they may discover upon examination of the proposal documents or of the site. Any interpretation, correction or change of the proposal documents will be made by addendum. Interpretations, corrections or changes of proposal documents made in any other manner will not be binding, and Offerors will not rely upon such interpretations corrections or changes.

4.4 Contract Compliance Monitoring: Santa Fe community College shall monitor the successful Offeror’s compliance with, and performance under, the terms and conditions of the contract resulting from this procurement. The successful Offeror shall make available for inspection and/or copying by College, within 24 hours of a written request therefore, all records and accounts relating to the work performed or the services provided in this project.

4.5 Personnel Conduct/Compliance: Any personnel executing services under this project while on the COLLEGE premises will conduct him/herself in an acceptable, appropriate manner, and comply with all conduct and compliance policies and procedures of COLLEGE. COLLEGE reserves the right to request immediate removal of any personnel it deems, in its sole discretion, to be exhibiting inappropriate behavior not in compliance with COLLEGE policies and procedures.

5.0 INSTRUCTIONS TO OFFERORS

5.1 ACKNOWLEDGEMENT OF ADDENDA. Offerors shall acknowledge receipt of any addenda to this Request For Proposals by identifying the addenda number and date in the space provided on the Offer response form.

5.2 AWARD INFORMATION. Award information will be posted in the reception area of the Purchasing Department and on the Purchasing Department Home Page at http://www.sfcc.edu/business_services_and_purchasing

5.3 CLARIFICATIONS. Any clarification of instructions, terms and conditions, insurance, bonds, or bid preparation shall be made only by the Buyer shown on the cover sheet of this Invitation. Technical clarifications should be addressed to the individual identified on the cover

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sheet. Clarifications must be in provided and distributed by SFCC as written addenda to be considered as part of this Invitation.

5.4 LATE SUBMISSIONS. Late submissions of bids will not be considered unless it is determined by the College that the late receipt was due solely to mishandling by the College or the bid is the only bid received. All other late submissions will be returned unopened.

5.5 MODIFICATIONS. Only modifications received prior to the date and time specified for the bid closing will be accepted. No modifications will be accepted following the opening. Technical clarifications of the bid submittal may be requested by the Buyer following the opening.

5.6 NUMBER FOR CLARIFICATION. The Offeror should include a local or toll-free number for bid clarifications. Failure to do so may result in the bid being classified as non-responsive.

5.7 NUMBER OF COPIES OF BID. Please submit the number of copies of your bid and all supporting documents stated on the cover sheet. Failure to submit the required number of copies may result in your bid being considered non-responsive.

5.8 REJECTION OF OFFERS. The College reserves the right to award based on price and any other evaluation criteria contained herein, to reject any and all bids or any part thereof, and to accept the offer that is in the best interest of the College.

5.9 SUBMISSIONS OF DRAWINGS/LITERATURE. The submission of samples, drawings and literature to be used in the evaluation of the bid, must be made by the closing date and time to be considered. All submissions shall be made at no expense to the College. Returns shall only be made at the Offerors request and expense.

5.10 TELEGRAPHIC OFFERS. Telegraphic offers will not be considered. However, offers may be modified by telegraphic notice, provided that the notice is received by the time and date specified for the closing.

5.11 WITHDRAWAL OF OFFER. Offers may be withdrawn by written notice, telegram or in person by an Offeror or an authorized representative any time prior to the award. Offers requiring bid security will result in forfeiture of the security if the offer is withdrawn following the opening.

5.12 RIGHT TO WAIVE MINOR IRREGULARITIES. SFCC reserves the right to waive minor irregularities. SFCC also reserves the right to waive mandatory requirements provided that all of the otherwise responsive bids failed to meet the same mandatory requirements and the failure to do so does not otherwise materially affect the procurement. This right is at the sole discretion of SFCC.

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5.13 RESIDENT BUSINESS AND RESIDENT CONTRACTOR PREFERENCE CERTIFICATION. To receive a resident business preference pursuant to Section 13-1-21 NMSA 1978 or a resident contractor preference pursuant to 13-4-2 NMSA 1978, a business or contractor is required to submit with its bid or proposal a copy of a valid resident contractor certificate issued by the taxation and revenue department. In addition, the attached “Resident Veteran Preference Certification” form (Exhibit E) must filled out, signed and accompany any RFP from any business wishing to receive a resident veteran’s preference.

5.14 OFFEROR DEFINED. Reference to the terms Offeror, seller, service provider, offeror, contractor are to be defined, viewed and interpreted to be interchangeable and to have the same meaning as one another, as referenced in this solicitation.

6.0 SCOPE OF WORK

6.1 The College aims to enhance its HRIS environment by adding key functions of a comprehensive talent management platform, including, but not limited to: performance management, learning management, applicant tracking, onboarding, and position management. The College’s ERP, Banner by Ellucian, serves as the official system of record and any tool purchased must be seamlessly integrated with it; the ultimate goal being to create a singular hire-through-separation experience for employees, supervisors, and administrators.

6.2 BackgroundThe current human resources information systems environment is not unified, with many key functions occurring through paper processes or in stand-alone systems that lack integration.

The following is a list of some key human resources functions and how/where they take place: Payroll/Employment Processing – Banner by Ellucian (The College’s ERP)

Applicant Tracking – PeopleAdmin Select Suite 7.0 (Not integrated) Background Checks – Manual but would like to pursue an automated solution Onboarding –Paper-based Learning Management – Instructure Canvas – Certain for reporting Performance Management – Paper-based (PDF) Career Management – Not formally addressed Position Management – PeopleAdmin Select Suite 7.0 Position Control Management - Banner by Ellucian (The College’s ERP) Employee Self-Service – Banner by Ellucian (The College’s ERP) Benefits/Leaves Administration – Combination paper-based and Banner Leave

Administration – Combination paper-based and Banner – NMPSIA Online Benefit System

Employee Relations – Spreadsheets Time and Attendance Tracking – Combination paper-based and Banner Web Time Entry Licensure/Certification – Paper based – In implementation phase for Certain Software Compensation and Classification – Banner & paper-based Personnel Files – Paper-based

– Planning for Kenexa for salary planning

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6.4 Leverage existing assets. The College has invested substantial capital in existing software assets and contracts. These investments should be leveraged wherever possible, minimizing the need for replacement.

6.5 Support mobile devices. The tool should facilitate access from a variety of mobile devices in a format that is appropriate to the device display. The primary platforms that must be supported are iOS-based (iPhones and iPads) and Android-based mobile phones and tablets. Describe reasonable plans to support future generations of mobile devices.

6.6 Support business analytics. Provide integration with a reporting environment as well in-tool reporting functionality for ad-hoc reporting. Provide the ability to deliver various dashboards. Describe methods by which data can be extracted and transformed for use in a data warehouse.

6.7 Provide job templates and position profiles. Job and classifications descriptions should be maintained within the tools including essential duties, required skills and abilities, required experience, and essential competencies. The profiles should additionally link with training materials to help employees in career management. A large degree of flexibility should exist to accommodate specialized requirements.

6.8 Provides competency management. The tool should provide a competency library and supports differing competency models. Critical competencies are able to be tied into job descriptions, performance evaluations, and career management.

7.0 RESPONSE FORMAT

7.1. Offer Preparation: Offers shall be signed by an authorized representative of the responding Offeror. Any information requested but not provided may result in the College requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal and/or disqualification of the offer. The College, at its discretion, may reject proposals that are substantially incomplete or that lack key information, however the College may seek additional or clarifying information.

7.2. Style: Offers should be prepared simply and economically, providing a straightforward concise description of the capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

7.3. Appendices: Any other information thought to be relevant but not clearly applicable to the enumerated categories should be provided as an appendix to the proposal. If documents are supplied to respond to an RFP requirement, they should include identification and reference to the related page number in the offer. Offers not providing such references will result in the documents included not being considered in the evaluation process.

7.4. Proposal Format and Organization:

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The proposal must be limited in format and length. Format will be 8-1/2” x 11” with foldout sheets, allowed up to 11” x 17” in size. All foldout sheets, up to a maximum of 11” x 17” sheets will be counted as two pages and shall be labeled as such. Length of the proposal shall be limited to a maximum of twenty (20) pages (printed sheet faces) of text and/or graphic material for project proposals. If there is any question as to format requirements they shall be directed to the Contract Specialist for clarification, prior to submittal of documents.

Material excluded from the twenty (20) page maximum count shall include and shall be limited to Exhibits A, B, C, D, and E.

7.5. Other Material as Appropriate: This section will include other optional material related to the Offeror’s background, proposed services, higher-education expertise, etc.

7.6. Proposal Submission: Proposals must be received on or before 3:00P.M. Mountain Standard Time on the date specified on the cover page. Offeror‘s mailing their proposals should allow sufficient mail delivery time to insure receipt of their sealed proposal by the time specified. The sealed proposal package must be delivered at the Offeror’s expense to:

Santa Fe Community CollegePurchasing Department6401 Richards Avenue

Santa Fe, NM 87508-4887(505) 428-1184

The College requests that one (1) original, two (2) printed copies and one (1) CD copy of the proposal be submitted to the address specified above. At least one (1) copy of the proposal should contain original signatures; and that copy should be clearly marked or differentiated from the other copies of the proposal by a notation in the lower left corner of the cover consisting of the words “Signed Original.” This “Original” copy will be retained for incorporation by reference in any contract resulting from the RFP. Proposals should be signed by those company officials or agents duly authorized to sign proposals or agreements on behalf of Offeror.

It is solely the responsibility of each Offeror to assure that its sealed proposal is delivered at the specified place and prior to the deadline for submission. Proposals, which for any reason are not so delivered, will not be considered for purposes of this RFP.

The College reserves the right to request clarification and modification of any proposal prior to the agreement being made.

7.7. Proprietary Information: Any restrictions on the use of proprietary information and data contained within a proposal should be clearly stated in the proposal itself. Proprietary information submitted in response to this RFP will be handled in accordance with Section 4.9 of this RFP. Any proposal marked as confidential in its entirety will be rejected.

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7.8. Ownership or Proposal Material: All material submitted regarding and in response to this RFP becomes the property of the College.

8.0 PROPOSAL EVALUATION AND SELECTION PROCESS

8.1 Evaluation Factors: Timely submitted proposals will be reviewed by an evaluation committee composed of representatives from the COLLGE for accurateness and completeness. Each prospective Offeror must address all elements required by this RFP. Proposals will be further evaluated by the selection committee based on the evaluation factors listed below. Offerors are hereby informed that in making evaluations and determinations, SFCC is not restricted to the minimum information required for proposals and that any relevant information regarding the evaluation criteria from reliable sources may be considered.

COLLEGE may also require additional relevant information related to the Offeror’s past performance or present capability to perform the desired services.

BASIS OF AWARD. Award will be made to the responsible Offeror(s) whose proposal represents the best value and is in the best interest of SFCC; in accordance with SFCC procurement policy and procedures and as determined by the College. The evaluation committee shall prepare a selection recommendation report for the Chief Procurement Officer or his/her designee recommending, in order of preference, those firms that fall within 5% of the top ranked firm that are considered to be the most highly qualified. All firms on the most highly qualified selection recommendation report are considered ”selected firms” with which the Chief Procurement Officer or his/her designee may negotiate a contract award.

The CPO, or his/her designee, and Vice President for Finance will review the recommendations of the evaluation committee and shall, with the advice of appropriate technical and staff representatives, make the final selection from among the selected firms. If the firm selected for award is not the top-ranked selected firm recommended by the evaluation committee, the CPO, or his or her designee, shall provide for the contract file a written explanation of the reason for the award preference.

The following is a summary of the evaluation factors with the point value assigned to each. These will be used in the evaluation of Offeror’s proposals.

9.0 EVALUATION CRITERIA

9.1 VENDOR PROFILE & EXPERIENCE ………………................................ 100 pointsThe College views Talent Management as a means to support business needs, and not just a collection of technologies. As such, SFCC expects the Proposer to be forward thinking, supportive of business optimization, and understanding of the need for Talent Management governance and security. Please indicate how your company and solutions can meet SFCC’s needs:

a. Executive summary1. Describe your company’s background/history and years in business.

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2. Describe your company’s financial standing/stability.3. Describe your company’s organization and staff resources, including number of

company employees dedicated to each division of the company (e.g. sales, marketing, R&D, client support, etc.), and geographic locations for primary support and development teams.

b. Experience1. How has the proposed solution resolved similar challenges faced by other higher

education institutions, and how does it accommodate the nature of higher education users?

2. What are the differentiators that separate your company and/or solutions from others?3. Summarize your implementation and training approaches.

c. Development/focus of solutions.1. Provide a strategic roadmap for the proposed solution.2. What are the proposed solution’s primary areas of focus (e.g. managing

internal/external identities, password management, identity governance, security, etc.)?3. How does your solution focus on identity and access governance, and security?4. How have your solutions been designed/developed? For instance, were they

designed/developed by your company/employees; or are there pieces that have been obtained through acquisitions, developed by third party contractors, licensed from third parties, etc.?

d. Professional affiliations. Describe any noteworthy company affiliations related to Identity Management. 1. Does the proposed solution vendor have a partnership with Ellucian Banner?2. Does the proposed solution vendor have partnerships with any other companies,

including Microsoft, Google, Canvas or other common Higher Education vendors?

9.2 CAPACITY, CAPABILITY & APPROACH ................................................ 100 pointsa) Offeror must demonstrate a successful partnership philosophy and strategy.

b) Offeror must demonstrate Offer’s approach to providing and managing the anticipated services. Offeror must detail Offeror’s ability, depth of experience, and expertise as it relates to each of the services requested. Offeror’s information provided will be critical in determining your skill level, your ability to support the College and your ability to establish vendor relationships and your experience with actual installation and support.

c) Offeror must demonstrate the ability to deliver successful identify management solution to SFCC.

9.3 PROPOSED SOLUTION .................................................................................200 points For each of the following listed statements Offeror is required to document/certify whether or not the proposed system meets or will fulfill each of the listed requirements

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9.3.1 Functional ObjectivesProposed solutions should addresses the follow functional objectives:

a. Provide single sign-on capabilities. Provide the ability for single-sign on using existing employee credentials.b. Unify the user experience. Users should perceive that they are working with a single system, even though multiple systems may be working together on the back-end to provide required functionality.c. Comply with accessibility standards. Describe how the tool’s content and functionality address relevant ADA requirements.d. Comply with regulatory requirements. Describe how the tool addresses regulatory requirements such as EEO applicant forms.e. Provide an unambiguous and clean user interface. All content must be easily discoverable and customizable.f. Provide a supervisor’s toolkit. Supervisors must have the ability to monitor employee’s training patterns and assign objectives, goals, trainings, and other relevant tasks. Supervisors additionally require an easy-to-understand dashboard where all of their employees can be viewed at once in terms of how on-track they are to completing the aforementioned assignments as well as progress toward completing goals created in performance evaluations.g. Provide a performance management tool that is strategic in nature. Supervisors must be able to evaluate employees based on goals that additionally tie back to the College’s strategic plan. Goals and strategic objectives should cascade from executive-level leadership through entry-level employees to enforce strategic alignment. Performance evaluations should also be customizable and routable to allow for 360 degree reviews and differing objectives based on job duties. Lastly, performance evaluations should be easily customizable to account for future changes to how performance evaluations are administered.h. Account for future Banner releases. The College’s ERP is transitioning to a new delivery model that is different from how it has operated in the past. The vendor must be able to provide assurance that such an upgrade will not disrupt the normal flow of business or otherwise limit functionality as a result thereof. This should be accomplished with minimal use of the College’s time and employee resources.i. Provide robust talent acquisition functionality. The tool must provide comprehensive talent acquisition functionality to help expedite and enhance such efforts. Information gathered on applicants during these activities should be maintained within the system for use in future efforts or for transfer when the applicant is hired as an employee. Staff operating the tool should have a robust toolkit to assist them in applicant screening, eligibility, job requisitions, interview scheduling, automatic notifications, and other tasks.

9.4. TECHNICAL REQUIREMENTS ................................................................ 200 pointsPlease describe how the solution addresses the following technical requirements:

9.4.1. Integration to Bannera) What data is transferred and how frequently

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b) Integration when Banner is upgraded (happens minimally twice per year, sometimes more frequently)

c) Integration plans for rollout of Banner XEd) Describe integration of solution into existing ERP processes

9.4.2. Integration to other systemsa) HireRightb) Skillsoftc) Various job boardsd) Other systems

9.4.3. Reporting – technical implementationa) Describe integration capabilities with third party reporting toolsb) Configurability/Customizabilityc) Client side configurationd) Expected resource commitment from the College’s IT departmente) Please describe the delivered APIs

9.4.4. User Managementa) Creation and deletion of user accountsb) SSOc) Do you support CAS/Shibboleth

d) How is the transition from applicant to employee managed from an SSO perspective if the username is already in use or otherwise invalid?

e) Password management protocolsf) Data exportsg) If solution is hosted, does the ability to completely export all data exist?h) How does the solution address the needs of an enterprise-wide data warehouse?i) If solution is self-hosted

1. What operating systems are supported?2. What databases are supported?3. What are the hardware requirements?4. What Load balancers are supported?5. What high availability techniques exist (i.e. clustering)?

j) If solution is cloud-hosted1. What internet browsers are supported?

k) Please describe the process with respect to an applicant creating an account and being selected for hire. Specifically, describe the process and the integration associated with the transition from an applicant to an employee, where Banner and various other types of access will need to be granted.

9.4.5 Hosting OptionsIf the solution is hosted in a datacenter outside of Santa Fe Community College please respond to the following:

a. What is the level of guaranteed availability and the repercussions if the Service Level Agreement (SLA)is not met? Please include the SLA as a deliverable.

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b. Describe you recovery point objective (RPO) and recovery time objective (RTO) in the event of a data center outage.c. Describe and include data breech policies and procedures.d. Describe the physical characteristics of the hosting datacenter and include if it is owned by the company or contracted.e. Does the datacenter meet Federal HIPAA and FERPA guidelines? Explain.f. In the event of contract termination by either party describe the process, capabilities and format that Santa Fe Community College data can be retrieved from the hosted site.g. Describe the frequency and scope of data center audits. Summaries of audits should be provided on a regular basis and the latest, if available, should be included as a deliverable.

9.5. PRODUCT MATURITY; IMPLEMENTATION; TRAINING AND SUPPORT SERVICES ....................................................................................................... 150 points

9.5.1 Please provide responses to the following:a. Product maturity: describe product maturity and number of production systems that have been implemented for the software version you are recommending to the College, including the number of systems implemented within higher education.b. Implementation Services: Describe services available to support the implementation of the solution.c. Training Services: Describe training services or materials available to support technical staff (system administrators, integration programmers) and functional users.d. Support Services: Describe all levels of support services available to the College on an on-going basis.e. Licensing scheme: Describe all licensing options.f. Provide product development plan. Describe a roadmap for the product for the next 3-5 years.

9.5.2 Timeline and Due Dates

a. Vendor Selection: November 2015 to December 2015b. Installation and Implementation:*Applicant Tracking - January 2016 to March 2016*Learning Management – March 2016 to May 2016*Performance Management – May 2016 to June 2016

c. Training (concurrent with implementation):*Applicant Tracking and Learning Management - January 2016 to May 2016*Performance Management – May 2015 to June 2015

d. Parallel Testing (Applicant Tracking Only):*February 2016 – March 2016

e. Testing:*Learning Management - May 2016 to June 2016*Performance Management – July 2016 to August 2016

f. Production Launch:*Applicant Tracking – March 2016*Learning Management – June 2015*Performance Management – August 2015

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9.6 DEMONSTRATED EXPERIENCE ................................................................. 50 pointsa) Offeror must demonstrate a past history of successfully providing Identity Management

Solution to schools comparable to SFCC. State experience that indicates the qualifications of the Offeror to provide the services requested in this RFP.

b) Offeror must document experience and ability to design, implement and support Identity management solutions in an environment similar to SFCC

9.7 REFERENCES ................................................................................................... 50 pointsThe Offeror must be able to demonstrate a successful track record of past performance in providing products/services closely related to those specified in this RFP.

1. Provide three reference accounts which are currently using the proposed system in production environments. At least two references must be higher education accounts (preferably institutions similar to ours, with anywhere between 6,000 and 30,000 users in the Talent Management System and utilizing Banner/BEIS.). Explain any differences between the reference implementations and the solutions proposed for SFCC. The references must be willing to review/discuss their experience in the implementation/delivery of the Offeror’s systems.

2. Is the proposed solution installed at other Universities and colleges in New Mexico? If so, which ones?

3. Please provide a complete list of your higher education client base (not for reference calls).

9.8 PRICE ................................................................................................................ 150 points

Evaluation of License fees, Training, Implementation, Technical Support fees and ongoing costs.The Offeror must provide a detailed proposal for fees and costs, including, if Offeror elects, fixed-fee alternatives and monthly retainer alternatives in lieu of or in addition to proposed hourly fees. Please use the format presented in Attachment A to list pricing and/or proposal pricing information.

TOTAL POSSIBLE POINTS .................................................................................1,000 POINTS

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Attachment A:

Pricing/Fee Structure Outline

A) Licensing Fees per Module/Product Offered (Contractor is to list all product/module offerings).1. Technical Support Fees2. Training and Implementation Fees3. Travel Fees4. Other

B) Please provide pricing for the following:1. Technical Support Fee maximum percentage increase over prior year. 2. Additional modules which are not requested in this RFP but may provide value

added for SFCC in subsequent years. Provide fixed fee pricing or state percentage discount off of published price lists.

C) Please state whether or not your firm is willing to offer SFCC a rebate associated with any other entities utilizing a resultant SFCC Price Agreement award as provided for within Section 3.5 (NOTE: An Awardee of a Price Agreement established with SFCC has the opportunity to market a resultant Price Agreement to other New Mexico local public bodies, state agencies and instrumentalities under the State of New Mexico Public Purchases and Property Act, NMSA 1978, Article 1, Procurement, Section 13-1-129, “Procurement under existing contracts.”)

NOTE: Reimbursable Expenses shall be at cost supported by receipts with no mark-up or fee. No expenses for which the Offeror is entitled to reimbursement shall be incurred by the Offeror until written approval is given by College.

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ATTACHMENT B

Small and Small Disadvantaged Business Certification

Categories:

1. Small Business – An enterprise independently owned and operated, not dominant in its field and meets employment and/or sales standards developed by the Small Business Administration. See 13 CFR 121.201

2. Small Disadvantaged Business – a Small Business Concern owned and controlled by socially and economically disadvantaged individuals; and Which is at least 51% owned by one or more socially and economically disadvantaged individuals; or in the case of any publicly owned by one or more socially and economically disadvantaged individuals and Whose management of daily operations is controlled by one or more such individuals. The OFFEROR shall presume Black Americans, Hispanic Americans, and Native Americans (such as American Indians, Eskimos, Aleuts and Native Hawaiians), Asian-Pacific Americans and other minorities or any other individuals found to be disadvantaged by the Administration pursuant to Section 8 (a) of the Small Business Act and is certified by the SBA as a Small Disadvantaged Business.

3. Women-Owned Business Concern – A business that is at least 51% owned by a woman or women who also control and operate it. Control in this context means exercising the power to make policy decisions. Operate in this contest means being actively involved in the day-to-day management.

4. HUBZone Small Business Concern – A business that is located in historically underutilized business zones, in an effect to increase employment opportunities, investment and economic development in those areas as determined by the Small Business Administration’s (SBA) List of Qualified HUBZone Small Business Concerns.

5. Veteran-Owned Small Business Concern – A business that is at least 51% owned by one or more veterans; or in the case of any publicly owned business, at least 51% of the stock of which is owned and controlled by one or more veterans and the management and daily operations of which are controlled by one or more veterans.

6. Service Disabled Veteran-Owned Small Business – A business that is at least 51% owned by one or more service disabled veterans; or in the case of any publicly owned business; at least 51% of the stock of which is owned and controlled by one or more service disabled veterans and the management and daily business operations of which are controlled by one or more service disabled veterans. Service disabled veterans means a veteran as defined in 38 U.S.C. 101 (2) with a disability that is service connected as defined in 13 U.S.C. 101 (16).

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Company Name _________________________________________________________________

Street Address ______________________________County ______________________________

City_______________________________________State and Zip__________________________

Is the firm a (please check): [ ] Division [ ] Subsidiary [ ] Affiliated?

Primary NAICS Code_________________________

If any item above is checked, please provide the name and address of the Parent Company below:_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Signature and Tile of Individual Completing Form: Check All Categories That Apply:_____________________________________ [ ] 1. Small Business

[ ] 2. Small Disadvantaged Business*Date ________________________________ [ ] 3. Women Owned Small Business

[ ] 4. HUBZone Small Business Concern*[ ] 5. Veteran Owned Small Business[ ] 6. Disabled Veteran Owned Small

Business[ ] 7. Historically Black College/College or

Minority Institution[ ] 8. Large Business*MUST BE SBA CERTIFIED

Please return this form to Santa Fe Community College, Purchasing Office.

Note: This certification is valid for a one-year period. It is your responsibility to notify us if your size of ownership status changes during this period. After one year, you are required to re-certify with us.

Notice: In accordance with U.S.C. 645(d)., any person who misrepresent a firm’s proper size classification shall be (1) be punished by imposition of a fine, imprisonment, or both; (2) be subject to administrative remedies; and (3) be ineligible for participation in program conducted under the authority of the Small Business Act.

If you have difficulty determining your size status, you may contact the Small Business Administration at 1-800-U-ASK-SBA or 202-205-6618. You may also access the SBA website at www.sba.gov/size or you may contact the SBA Government Contracting Office at 817-684-5301. (Rev. 3/08/04)

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ATTACHMENT C:

Campaign Contribution Disclosure Form

Pursuant to Chapter 81, Laws of 2006, any prospective Offeror seeking to enter into a contract with any state agency or local public body must file this form with that state agency or local public body. The prospective Offeror must disclose whether they, a family member or a representative of the prospective Offeror has made a campaign contribution to an applicable public official of the state or a local public body during the two years prior to the date on which the Offeror submits a proposal or, in the case of a sole source or small purchase contract, the two years prior to the date the Offeror signs the contract, if the aggregate total of contributions given by the prospective Offeror, a family member or a representative of the prospective Offeror to the public official exceeds two hundred and fifty dollars ($250) over the two year period.

THIS FORM MUST BE FILED BY ANY PROSPECTIVE OFFEROR WHETHER OR NOT THEY, THEIR FAMILY MEMBER, OR THEIR REPRESENTATIVE HAS MADE ANY CONTRIBUTIONS SUBJECT TO DISCLOSURE.

The following definitions apply: “Applicable public official” means a person elected to an office or a person appointed to complete a term of an elected office, who has the authority to award or influence the award of the contract for which the prospective Offeror is submitting a competitive sealed proposal or who has the authority to negotiate a sole source or small purchase contract that may be awarded without submission of a sealed competitive proposal.

“Campaign contribution” means a gift, subscription, loan, advance or deposit of money or other thing of value, including the estimated value of an in-kind contribution, that is made to or received by an applicable public official or any person authorized to raise, collect or expend contributions on that official’s behalf for the purpose of electing the official to either statewide or local office. “Campaign Contribution” includes the payment of a debt incurred in an election campaign, but does not include the value of services provided without compensation or unreimbursed travel or other personal expenses of individuals who volunteer a portion or all of their time on behalf of a candidate or political committee, nor does it include the administrative or solicitation expenses of a political committee that are paid by an organization that sponsors the committee.

“Contract” means any agreement for the procurement of items of tangible personal property, services, professional services, or construction.

“Family member” means spouse, father, mother, child, father-in-law, mother-in-law, daughter-in-law or son-in-law.

“Pendency of the procurement process” means the time period commencing with the public notice of the request for proposals and ending with the award of the contract or the cancellation of the request for proposals.

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“Person” means any corporation, partnership, individual, joint venture, association or any other private legal entity.

“Prospective Offeror” means a person who is subject to the competitive sealed proposal process set forth in the Procurement Code or is not required to submit a competitive sealed proposal because that person qualifies for a sole source or a small purchase contract.

“Representative of a prospective Offeror” means an officer or procurement specialist of a corporation, a member or manager of a limited liability corporation, a partner of a partnership or a trustee of a trust of the prospective Offeror.

DISCLOSURE OF CONTRIBUTIONS (the below fields are unlimited in size)

Contribution made by:____________________________________________________________

Relation to prospective Offeror:_____________________________________________________

Name of applicable public official:___________________________________________________

Date contribution(s) made:_________________________________________________________

Amount(s) of contribution(s)_______________________________________________________

Nature of contribution(s)___________________________________________________________

Purpose of contribution(s)__________________________________________________________

___________________________________________ ____________________________Signature Date

___________________________________________Title (position)

--OR—

NO CONTRIBUTIONS IN THE AGGREGATE TOTAL OVER TWO HUNDRED FIFTY DOLLARS ($250) WERE MADE to an applicable public official by me, a family member or representative.

___________________________________________ ____________________________Signature Date

___________________________________________Title (Position)

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ATTACHMENT DRESIDENT BUSINESS CERTIFICATION

Attach a copy of the firm’s Resident Business Certificate issued by the New Mexico Taxation and Revenue Department.

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ATTACHMENT E

Resident Veterans Preference Certification(Please attach copy of certificate and return this page with your offer)

__________________________________ (Name of Contractor) hereby certifies the following in regard to application of the resident veteran preference to this procurement:

Please check one box only

___ I declare under penalty of perjury that my business prior year revenue starting January 1 ending December 31 is less than $1M allowing me the 10% preference discount on this solicitation. I understand that knowingly giving false or misleading information about this fact constitutes a crime.

___ I declare under penalty of perjury that my business prior year revenue starting January 1 ending December 31 is more than $1M but less than $5M allowing me the 8% preference discount on this solicitation. I understand that knowingly giving false or misleading information about this fact constitutes a crime.

___ I declare under penalty of perjury that my business prior year revenue starting January 1 ending December 31 is more than $5M allowing me the 7% preference discount on this solicitation. I understand that knowingly giving false or misleading information about this fact constitutes a crime.

“I agree to submit a report, or reports, to the State Purchasing Division of the General Services Department declaring under penalty of perjury that during the last calendar year starting January 1 and ending on December 31, the following to be true and accurate.”

“In conjunction with this procurement and the requirements of this business’ application for a Resident Veteran Business Preference / Resident Veteran Contractor Preference under Sections 13-1-21 or 13-1- 22 NMSA 1978, when awarded a contract, which was on the basis of having such veterans preference, I agree to report to the State Purchasing Division of the General Services Department the awarded amount involved. I will indicate in the report the award amount as a purchase from a public body or as a public works contract from a public body as the case may be.”

“I understand that knowingly giving false or misleading information on this report constitutes a crime.”

I declare under penalty of perjury that his statement is true to the best of my knowledge. I understand that giving false or misleading statements about material fact regarding this matter constitutes a crime. _________________________________________ _______________________________________

Signature of Business Representative* Date

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*Must be an authorized signatory for the Business.

The representations made in checking the boxes constitutes a material representation by the business that is subject to protest and may result in denial of an award or un-award of the procurement involved if the statements are proven to be incorrect.

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EXHIBIT FOFFEROR SIGNATURE FORM

THE FOLLOWING OFFEROR INFORMATION MUST BE COMPLETED AND RETURNED WITH THE POPOSAL SUBMITTAL.

ACKNOWLEDGMENT OF ADDENDAThe undersigned acknowledges receipt of the following addenda:

Addenda No._______ Dated_________ Addenda No.________ Dated_________

Addenda No._______ Dated_________ Addenda No.________ Dated_________

RESIDENT BUSINESS, RESIDENT CONTRACTOR AND RESIDENT VETERAN PREFERENCE CERTIFICATIONTo receive a resident business preference pursuant to Section 13-1-21 NMSA 1978 or a resident contractor preference pursuant to 13-4-2 NMSA 1978, a business or contractor is required to submit with its proposal offer a copy of a valid resident contractor certificate issued by the taxation and revenue department. In addition, the attached “Resident Veteran Preference Certification” form (Exhibit D) must filled out, signed and accompany any Bid from any business wishing to receive a resident veteran’s preference.

RESIDENT PRFERENCE NUMBER: ________________________________________________

RESIDENT VETERAN’S PREFERENCE NUMBER: __________________________________________

The undersigned, as an authorized representative for the Company named below, acknowledges that the Offeror has examined this RFP with its related documents and is familiar with all of the conditions surrounding the described materials, labor and/or services. Offeror hereby agrees to furnish all labor, materials and supplies necessary to comply with the specifications in accordance with the Terms and Conditions set forth in this RFP and at the prices stated within the RFP.

The undersigned further states that the company submitting this Proposal offer is not in violation of any applicable Conflict of Interest laws or regulations or any other related clauses included in this RFP.

COMPANY NAME__________________________________________________________________

ADDRESS_________________________________________________________________________

CITY/STATE/ZIP___________________________________________________________________

TELEPHONE:___________FAX:_________________EMAIL:____________________

NEW MEXICO GROSS RECEIPTS TAX NO___________________________________________

FEDERAL EMPLOYER ID NUMBER (FEIN)________________________________SIGNATURE OF AUTHORIZED REPRESENTATIVE___________________________________

PRINTED OR TYPED NAME________________________________________________________

TITLE_____________________________________________________________________________

DATE_____________________________________________________________________________

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EXHIBIT A

MASTER SERVICES CONTRACT

This Master Services Contract (the “Agreement”) is effective as of _________________ (“Effective Date”), by and between _________________ (“VENDOR”), a (State) (Entity), with its principal place of business at _____________________________ and Santa Fe Community College (“COLLEGE”), located at 6401 Richards Avenue, Santa Fe, New Mexico, 87508-4887.

WITNESSETH:

WHEREAS, VENDOR has indicated an interest and ability to provide legal services to the COLLEGE; and

WHEREAS, the COLLEGE has indicated interest in utilizing the VENDOR to supply and deliver such legal services.

NOW, THEREFORE, in consideration of the mutual promises and obligations of the parties, they hereby contract as follows:

1. Definitions a) “Authorized Representative” means the individual named by the COLLEGE to be the

single point of contact for all implementation and operations that occur through the use of this agreement.

b) “Deliverable(s)” means any and all documents, reports, findings, work, timetables, plans, and any other defined tasks specifically listed in RFP # 14/15-47 (the “RFP”) or created from the specifications listed in the RFP.

c) “Intellectual Property Rights” means patents, registered designs, trademarks and service marks (whether registered or not), domain names, copyrights, database rights, moral rights, design rights and any and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, computer programs, confidential information, business names, goodwill and in applications for protection of the above rights.

d) "Services" means the services to be provided by the VENDOR pursuant to this Agreement.

e) “Terms and Conditions” means the terms and conditions set out in this Agreement.

2. Scope of Work a) The Services are listed in Section 2 of the RFP and will be construed as a minimum.

However, the COLLEGE reserves the right to consider and request additional Services from the VENDOR. All requirements and VENDOR responses to the RFP are included by reference.

b) These Terms and Conditions will apply to the purchase of all Services by COLLEGE from VENDOR, to the exclusion of all other terms and conditions, including any terms or conditions that VENDOR may purport to apply or that are endorsed upon any correspondence or documents issued by VENDOR irrespective of their date of communication to COLLEGE.

c) Acceptance of this agreement constitutes acceptance of these Terms and Conditions and any schedules attached.

d) VENDOR shall complete the Campaign Contribution Disclosure form (Attachment C) as required by Section 13-1-191.1 (2006) NMSA 1978 of the New Mexico Procurement Code.

3. Term

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This Agreement will commence as of the Effective Date and will continue for two (2) years with the option to extended two (2) additional one (1) year terms unless it is terminated by either party pursuant to the terms of Article 12 herein, but in no event will exceed four years.

4. Utilization The COLLEGE neither implies nor guarantees a specific level of usage under this Agreement. The COLLEGE reserves the right to increase Services due to unanticipated higher demand or decrease Services due to unanticipated lower demand or unsatisfactory performance by VENDOR.

5. Payment and Invoicing a) Prices for the Services will be as set forth in Attachment A. For any additional Services

requested by the COLLEGE, VENDOR will provide a discount to the COLLEGE that is comparable to the discount given on original Services.

b) Any increase in the price for any reason will be subject to the express prior written consent of COLLEGE.

c) Upon acceptance of the Services by COLLEGE, the VENDOR will submit invoices to COLLEGE for payment of the Services and any other charges due hereunder.

d) In the event COLLEGE reasonably considers that any invoice submitted by the VENDOR is inaccurate or relates to Services performed other than in accordance with the VENDOR’s obligations under this Agreement, COLLEGE will be entitled to withhold payment of the dispute amount without prejudice to any other rights or remedies it may have. COLLEGE will notify the VENDOR of any dispute within fourteen days of receipt of the invoice. COLLEGE and the VENDOR will attempt to settle such dispute in good faith within fourteen days of such notification failing which the parties will have all rights and remedies available at law.

e) The COLLEGE will pay VENDOR within thirty (30) days of receiving an invoice provided the invoices are properly documented, as determined by the budgetary and fiscal guidelines of the COLLEGE, and provided the Services invoiced are in accordance with Specifications. Except as otherwise agreed to, a late payment charge may be assessed against the COLLEGE in the amount and under the conditions set forth in Section 13-1-158 NMSA 1978 of the New Mexico Procurement Code.

6. Representations and Warranties a) VENDOR warrants and represents to COLLEGE that any Services performed by VENDOR or

duly appointed subcontractor will be performed:i. In a good and workmanlike fashion and with all due speed, care, skill and diligence;ii. In accordance with the Contract and with current industry standard codes of practice;iii. In accordance with the Specifications or any modifications that may be agreed in

writing; andiv. In such a way as not to cause any interruption to the business processes of

COLLEGE (other than any agreed and unavoidable interruption that is required in order to perform the Services in a proper and efficient manner).

b) VENDOR represents and warrants that it has the staff, facilities, and expertise to perform the Services competently and in a professional manner and within the time frames described herein.

c) VENDOR represents that that none of VENDOR’S officers or employees is an employee of the COLLEGE nor is an immediate family member of a COLLEGE employee who participated directly or indirectly in the advertising, selection, or awarding of this Agreement (Section 13-1-190 NMSA 1978 of the New Mexico Procurement Code).

d) VENDOR will ensure that all of its personnel and subcontractors are suitably qualified to perform the Services and that all necessary licenses, work permits or other authorizations have been obtained.

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e) If the VENDOR has failed to perform the Services (or any part thereof) due to a breach of the VENDOR’s obligations in this Agreement, COLLEGE will be entitled (without prejudice to any other rights or remedies it may have), at its option; (a) to require the VENDOR to remedy such breach by re-executing the relevant part of the Services; or (b) to require the VENDOR to repay or credit to COLLEGE that part of the charges paid by COLLEGE to the VENDOR relating to the provision of the relevant part of the Services.

f) COLLEGE will have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in the Agreement or if the performance is delayed.

g) If the Services do not conform with the Agreement, COLLEGE will have the right to purchase Services from elsewhere that nearly as practicable conform to the Agreement; and any extra expense incurred will be paid by VENDOR to COLLEGE. Before exercising such right to purchase the Services from an alternative source, COLLEGE will give VENDOR an opportunity to replace the Services in respect of which payment was cancelled with Services that conform with the Agreement.

h) VENDOR represents and warrants that its activities on behalf of the COLLEGE hereunder are not in conflict with other contractual obligations.

7. Cooperation COLLEGE will cooperate with and render necessary assistance and advice to VENDOR as required hereunder.

8. Intellectual Property Rights VENDOR agrees to indemnify, defend and hold harmless the COLLEGE and its officers, governing board and employees from and against all damages, liabilities, obligations, losses, deficiencies, actions, costs (including reasonable attorney’s fees and expenses), demands, suits, judgments, or assessments (hereafter “Claims”) arising out of, directly or indirectly, any claim by a third party that the provision of the Services by the VENDOR or the use by or on behalf of COLLEGE of any assets used or provided by the VENDOR in connection with the performance of the Services infringes the Intellectual Property Rights of that third party.

9. Ownership of DeliverablesCOLLEGE owns the final product resulting from the Agreement. Vendor assigns to COLLEGE all right, title and interest in your work product.

10. Data Protection & Privacy a) To the extent that the VENDOR, in providing any Services under the Agreement, “processes”

(where “processes” includes obtaining, organizing, storing, accessing, using, disclosing or adapting, and “processed” and “processing” will be construed accordingly) any COLLEGE information that constitutes “personal data” within the meaning of the Family Educational Rights and Privacy Act of 1974 (“FERPA”) or “protected health information” under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the VENDOR will ensure that all such personal data is kept secure, and in accordance with all relevant legislation, and will;

i. Ensure, before processing any such personal data or protected health information, that adequate technical and organizational controls are in place to;

ii. Prevent unauthorized or unlawful processing of any such personal data or protected health information it may hold; and

iii. Protect any such personal data or protected health information from accidental loss, damage or destruction; and

iv. Act only on the instructions of COLLEGE when processing such personal data or protected health information, including ensuring that such personal data or protected health information is used only as authorized by COLLEGE, or by this Agreement.

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b) The VENDOR will not process or transfer any personal data or protected health information to any third party without the prior written consent of COLLEGE, which consent may be subject to the VENDOR (or the relevant third party) entering into a data transfer agreement with COLLEGE, and entering into such other arrangements as COLLEGE may reasonably require to satisfy its requirements as a data controller under the FERPA, as amended from time to time, or to satisfy any requirements under HIPAA.

c) The VENDOR agrees to indemnify and hold harmless COLLEGE against any claims, actions, costs, liabilities, losses, damages and expenses that it may suffer or incur as a result of the VENDOR’s breach of this Section 10.

11. Gramm-Leach-Bliley Act

Pursuant to the Gramm-Leach-Bliley Act and the regulations set forth at 16 CFR Part 314, the COLLEGE requires its VENDORs to implement and maintain appropriate safeguards for the protection of Customer Information. Accordingly, the VENDOR shall implement and maintain a comprehensive information security program that contains administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of confidential Customer Information that it creates, receives, maintains, or transmits on behalf of the COLLEGE. In addition, the VENDOR will require and ensure that any of its agents, sub- or sub-consultants, to which it provides confidential Customer Information of the COLLEGE, implement appropriate security measures to protect confidential Customer Information of the COLLEGE.

VENDOR shall not use or disclose covered data and information received from or created on behalf of the COLLEGE except as permitted or required by this Agreement, as required by law, or as otherwise authorized in writing by the COLLEGE. Upon becoming aware of a security breach in which COLLEGE Customer Information is used or disclosed in a manner not authorized or covered by this Agreement, including any reasonable belief that an unauthorized individual has accessed a database containing covered data and information, or in violation of any applicable state or federal laws, VENDOR will report to the COLLEGE any security incident immediately upon being aware of such a breach and take such corrective steps/action to remedy the breach as requested by the COLLEGE and required by law.

Upon termination, cancellation, expiration or other conclusion of this Agreement, VENDOR shall return to the COLLEGE covered Customer Information and data unless the COLLEGE requests in writing that such Customer Information and data be destroyed. VENDOR shall complete such return or destruction not less than 30 days after the conclusion of this Agreement. Within such 30day period, VENDOR shall certify in writing to the COLLEGE that such return or destruction has been completed. To the extent return or destruction is not feasible; this Agreement shall remain in full force and effect.

VENDOR means any person or entity that receives, maintains, processes, or otherwise is permitted access to Customer Information through its direct provision of services to a financial institution. The Gramm-Leach-Bliley Act broadly defines “financial institution” as any institution engaging in the financial activities enumerated under the Bank Holding Company Act of 1956, including “making, acquiring, brokering, or servicing loans” and “collection agency services”. Because higher education institutions participate in financial activities, such as processing student financial aid and student loans, FTC regulations consider them financial institutions for purposes of the Gramm-Leach-Bliley Act.

Customer Information means any record containing nonpublic information as defined in 16 CFR 313.3(n), about a customer of a Financial Institution, whether in paper, electronic or other form that the COLLEGE has obtained from a customer in the process of offering a financial product or service including offering student aid and loans to students as defined in 12 CFR 225.28. Any and all Customer Information provided by the COLLEGE to the VENDOR or which the VENDOR

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acquires through its own efforts in rendering or providing any goods or services under this Agreement, shall be considered confidential and held in strict confidence and shall only be released to the VENDOR’s own personnel, agents, and sub-consultants only to the extent necessary to provide or perform the goods and/or services required by this Agreement. Such information shall not be released by the VENDOR to any other person or organization without the prior written consent and approval of the COLLEGE.

12. Termination a) The COLLEGE will have the right to immediately terminate this Agreement, in whole or in

part, for any reason, at any time by written notification to VENDOR, as specified in Article 26, below.

b) Further, in the event of termination of the Contract, notwithstanding any other terms and conditions contained herein, in no event will either party be liable to the other party for lost profits or incidental or consequential damages.

c) VENDOR shall maintain all books, documents and records relating to this Agreement during the Agreement period and for three (3) years after the date of the final payment. During such time, VENDOR agrees the Vice President of Finance, or his/her designee, shall have the right to audit this Contract to inspect the books, documents and records of the VENDOR relating thereto. Said Agreement shall be available for inspection and audit within ten (10) working days after a request is made.

13. Consequences of Termination a) On termination of the Agreement VENDOR will, not later than seven days after COLLEGE’s

notification but at VENDOR’s cost:i. Return to COLLEGE all documents provided to VENDOR by COLLEGE; andii. Ensure that all documents containing Intellectual Property Rights and/or any

information of a technical nature relating to the provision of Services, or of a confidential nature and supplied by COLLEGE to VENDOR, will be returned to COLLEGE or destroyed by VENDOR at COLLEGE’s option.

iii. Effective as of termination of the Agreement VENDOR will not make any use for any purpose whatsoever of any Intellectual Property Rights that is the property of COLLEGE.

b) Termination will not relieve either party from any liability or action accrued prior to such termination. A fair and reasonable price will be paid for all Services in progress that have been delivered to COLLEGE. COLLEGE's liability is limited to Services in progress, and no further loss or liability will accrue on their account.

14. Workplace Safety VENDOR will, and will ensure that its staff and those of any subcontractor will, when working on any site in connection with the Agreement, comply with all applicable environmental, occupational health and safety legislation and any other appropriate standards, policies and procedures of which COLLEGE notified VENDOR.

15. Force Majeure Any delay in the performance of any of the duties or obligations of either party hereto (except the payment of money owed) will not be considered a breach of this Agreement and the time required for performance will be extended for a period equal to the period of such delay, provided that such delay has been caused by or is the result of any acts of God; acts of public enemies; acts of the COLLEGE, the State of New Mexico or federal government; epidemics, quarantine restrictions; insurrections; riots; embargoes, labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; severe weather or floods. The party so affected will give prompt notice to the other party of such cause and will take whatever reasonable steps or necessary actions to relieve the effect of such cause as rapidly as possible. The rights of the COLLEGE provided in this paragraph will not be exclusive and are in addition to other rights

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provided by law.

16. Insurance VENDOR will at all times maintain the insurance described in the RFP. If VENDOR fails to do so, this Agreement may be terminated immediately by the COLLEGE.

17. Compliance with Federal and State Laws a) VENDOR certifies and agrees by this Agreement to comply and act in accordance with all

applicable provisions of the federal Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the New Mexico Human Rights Act and all other applicable federal statutes and executive orders, New Mexico statutes and the City of Santa Fe ordinances relating to the enforcement of civil rights all as amended from time to time.

b) The New Mexico Procurement Code Sections 13-1-28 through 13-1-199 NMSA 1978 imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for bribes, gratuities and kickbacks.

c) Contract Utilization by Other Agencies: In accordance with §13-1-129 NMSA, OFFERORs are hereby notified that other governmental entities within the State of New Mexico, or as otherwise allowed by their respective governing directives, may contract with the awarded OFFERORs for services outlined if applicable contractual engagements accomplished under this provision shall be solely between the awarded OFFERORs and the contracting entity with no obligations by the Board of Santa Fe Community College.

18. Assignment VENDOR’s rights and obligations under the Agreement may not be assigned in whole or in part without the prior written consent of COLLEGE (acting in its sole discretion) and any such consent will not be deemed to relieve VENDOR of any of its obligations and liability to COLLEGE pursuant to the Agreement.

19. Confidentiality Deliverables that are not a part of the public record will be considered confidential and proprietary and cannot be released by the VENDOR without prior written consent of the COLLEGE.

20. Laws of Governance The Agreement shall be construed and governed in accordance with the law of the State of New Mexico and the City of Santa Fe.

21. Funding The terms of this Agreement are contingent upon sufficient appropriation and authorization being made by the Legislature of New Mexico for the performance of this Agreement. The COLLEGE’S decision as to whether sufficient appropriations are available will be accepted by VENDOR and will be final.

22. Taxes The COLLEGE is exempt from Federal Excise Taxes and from New Mexico Gross Receipts Taxes on materials. Services are not exempt. Taxes on services should be included as a separate line item and not included in the base price. A non-taxable transaction certificate is available from the COLLEGE’s Purchasing Department. VENDOR will be responsible for the payment of all taxes that may be due as a result of any payment made pursuant to this Agreement. VENDOR further agrees to indemnify and hold the COLLEGE harmless from any and all liability that may arise should the COLLEGE be assessed any tax or penalty arising from the VENDOR’S failure to pay any taxes due as a result of payment pursuant to this Agreement.

23. Indemnification a) In addition to any and all other indemnification and remedies provided herein, VENDOR

agrees to indemnify, defend and hold harmless the COLLEGE and its officers, governing

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board, and employees from and against any and all damages, liabilities, obligations, losses, deficiencies, actions, costs (including reasonable attorneys’ fees and expenses), demands, suits, judgments, or assessments (hereafter “Claims”) arising out of (i) VENDOR’S negligence in the performance of this Agreement; (ii) any defect in the Services (iii) any acts or omissions of VENDOR, its employees, subcontractors, or agents in connection with the performance of this Agreement; or (iv) any breach of this Agreement by VENDOR, its employees, subcontractors, or agents. In the event of any Claim to which this indemnification applies, the COLLEGE will promptly notify VENDOR of such Claim pursuant to the notice provisions of Article 26; provided, however, the failure to give such notice will not relieve VENDOR from its indemnification obligations. This obligation will survive termination or expiration of this Agreement.

b) To the extent Section 56-7-1 NMSA applies, this indemnity will not extend to liability, claims, damages to property caused by or resulting from, in whole or in part, the negligence, act or omission of the COLLEGE.

24. Subcontractors VENDOR will not, without the prior written consent of COLLEGE, appoint any subcontractor or any person or persons to carry out its obligations under the Agreement. In the event that VENDOR appoints a subcontractor or other person to perform its obligations it will remain liable to COLLEGE for the performance of all its obligations and will ensure that any such subcontractor or other person agrees to be bound by terms equivalent to those in this Agreement.

25. Severability Any provision of these Terms and Conditions which is declared void or unenforceable by any competent authority or court will to the extent of such invalidity or unenforceability be deemed severable and will not affect the other provisions of these Terms and Conditions, which will continue unaffected.

26. Notices All notices required or permitted to be given under this Agreement will be in writing and will be deemed given when delivered personally, by facsimile, or when sent by registered or certified mail, return receipt requested, addressed to the address set forth below. If notice is sent by registered or certified mail, postage will be prepaid. Notices may also be transmitted electronically between the parties provided that proper arrangements are made in advance to facilitate such communications and provide for their security and verification.

If to VENDOR:

If to the COLLEGE:

Santa Fe Community College.6401 Richards Avenue,Santa Fe, New Mexico, 87508-4887Attention: Phone: Email:

1. ACCEPTANCE AND REJECTION. If prior to final acceptance, any goods or services are found to be detective or not as specified, or if the College is entitled to revoke acceptance of the goods and/or services the College may reject or revoke acceptance, require Seller to correct without charge within a reasonable time, or require delivery at an equitable reduction in price; at

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the College's option. Seller shall reimburse the College for all incidental and consequential costs related to unaccepted goods or services. Notwithstanding final acceptance and payment, Seller shall be liable for latent defects, fraud, or such gross mistakes as amount to fraud. Acceptance of goods or services shall not waive the right to claim damages for breach of contract.

2. ADDRESSES FOR NOTICES. Any notice required to be given or which may be given under this RFP or a resultant contract shall be in writing and delivered in person or via first class mail.

Address if notice delivered by first class mail: Santa Fe Community College Purchasing Department6401 Richards Ave. Santa fe, New Mexico87508

4. ASSIGNMENT. A resultant Purchase Order may be assignable by the College. Except as to any payment due hereunder, the Purchase Order may not be assignable by Seller without the prior written approval from the College.

9. CLEAN UP. It is the Seller’s responsibility that the job site be kept clean and free of rubble while work is performed under this contract. Upon completion of work, all areas shall be cleared of all contractors’ equipment excess materials and rubble.

13. DAMAGE AND SECURITY OF SFCC PROPERTY: The Offeror shall be responsible for all damage to persons or property that occurs as a result of Offeror’s fault or negligence, or that of any of his employees, agents and/or subcontractors. The Offeror shall save and keep harmless SFCC against any and all loss, cost, damage, claims, expense or liability in connection with the performance of any contract awarded in response to this solicitation. Any equipment or facilities damaged by the Offeror’s operations shall be repaired and/or restored to their original condition at the Offeror’s expense, including but not limited to cleaning and painting.

14. DISRUPTION OF NORMAL ACTIVITY. All work shall be performed so as not to interfere with normal College activities. When it is necessary to disrupt normal activities, the schedule of work, and the areas to be affected must be approved by SFCC’s authorized representative prior to commencement of the work.

18. ELIGIBILITY FOR PARTICIPATION IN GOVERNMENT PROGRAMS. Each party represents that neither it nor any of its management or any other employees or independent contractors who will have any involvement in the services or products supplied under this solicitation or any resultant agreement, have been excluded from participation in any government healthcare program, debarred from or under any other federal program (including but not limited to debarment under the Generic Drug Enforcement Act), or convicted of any offense defined in 42 U.S.C. Section 1320a-7, and that each party, its employees and independent contractors are not otherwise ineligible for participation in federal healthcare programs. Further, each party represents that it is not aware of any such pending action(s) (including criminal actions) against

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each party or its employees or independent contractors. Each party shall notify the other immediately upon becoming aware of any pending or final action in any of these areas.

19. EMPLOYEE CERTIFICATION: The Seller and all Seller’s employees utilized on the work to be performed under this RFP must have the proper certification(s) and license(s) to comply with State and Local requirements in regard to the work to be performed under this RFP. The Seller shall use only fully qualified and approved service technicians to perform inspections, service and/or repairs covered under this RFP.

20. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION. In performing the services required under this Purchase Order, each party shall be an equal opportunity employer and shall conform to all affirmative action and other applicable requirements; accordingly, each party shall neither discriminate nor permit discrimination in its operations or employment practices against any person or group of persons on the basis of race, age, religion, color, national origin, ancestry, sex, physical or mental handicap or medical condition, sexual preference, prior military involvement or any other manner prohibited by law.

21. EQUIPMENT REQUIRED. The Offeror shall be responsible for supplying and maintaining all equipment and materials necessary to complete the work to be performed under this RFP except as otherwise noted in the Specifications.

22. FOREIGN PAYMENTS. Payment for services performed by a foreign individual or a foreign corporation while in the US may be subject to 30% tax withholding per IRS Publication 515.

24. F.O.B. Unless stated otherwise, the price for goods offered shall be F.O.B. the place of destination, and the place of destination is the College's designated campus address.

28. INDEPENDENT BUSINESS. Neither Seller nor any of its agents shall be treated as an employee of the College for any purpose whatsoever. Seller declares that Seller is engaged in an independent business and has complied with all federal, state and local laws regarding business permits and licenses of any kind that may be required to carry out the said business and the tasks to be performed under this Purchase Order. Seller further declares that it is engaged in the same or similar activities for other clients and that the College is not Seller's sole or only client or customer.

29. INSPECTION. The College may inspect, at any reasonable time, any part of Seller's plant or place of business, which is related to performance of a resultant Purchase Order/Agreement. Final Inspection will be made at the destination upon completion of delivery of goods and services. Acceptance of delivery shall not be considered acceptance of the goods and/or services furnished. Final inspection shall include any testing or Inspection procedures required by the Specifications and/or terms of agreement.

30. INSPECTIONS, SELLER. The Seller shall be responsible for securing at Seller’s expense, all required inspections to comply with Federal, State and/or Local regulations governing the work performed under this RFP.

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31. LICENSES/PERMITS/EASEMENTS. The seller shall be responsible for obtaining, at his Seller’s expense, all easements, right-of-ways, accesses, licenses, permits, and utility locations required to perform the work under this RFP.

32. INSTRUMENTALITIES. Seller shall supply all equipment, tools, materials and supplies to accomplish the designated tasks except as set forth in the Purchase Order/Agreement.

35. NEW MATERIALS REQUIRED. All materials and equipment delivered and/or installed under this RFP shall be new and be the standard products of a manufacturer regularly engaged in the production of the materials and equipment. Where two or more units of the same class of materials and/or equipment are required, the units shall be the products of the same manufacturer. Any manufacturer’s data supplied with the item(s) shall be submitted to SFCC’s authorized representative.

36. OSHA REGULATIONS. The Seller shall abide by Federal Occupational Safety and Health Administration (OSHA) regulations, the State of New Mexico Environmental Improvement Board’s Occupational Health and Safety Regulations that apply to the work performed under this RFP. The Seller shall defend, indemnify, and hold SFCC free and harmless against any and all claims, loss, liability and expense resulting from any alleged violation(s) of said regulation(s) including but not limited to, fines or penalties, judgments, court costs and attorney’s fees.

37. OPTION TO RENEW. The College reserves the option to renew any resultant Purchase Order/Agreement if such renewal is mutually agreed to and found to be in the best interest of the College. These renewal options will be exercised in increments as indicated in the bid submittal specifications, or if not stated, in one-year terms. Renewals shall be in accordance with Section 13-1-150 NMSA.

38. OTHER APPLICABLE LAWS. Any provision required to be included in this solicitation or resultant Purchase Order/Agreement by any applicable and valid executive order, federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein.

39. PATENT AND COPYRIGHT INDEMNITY. Seller shall indemnify, defend and hold harmless the College against all losses, liabilities, lawsuits, claims, expenses (including attorneys' fees), costs, and judgments incurred through third party claims of infringement of any copyright, patent, trademark or other intellectual property rights.

40. PAYMENT TERMS. Upon written request from Seller for payment, the College shall, within 30 days, issue a written certification of complete or partial acceptance or rejection, with payment to follow within 30 days after certificate of acceptance. Late payment charges shall be ½ of 1% per month.

41. PAYROLL OR EMPLOYMENT TAXES. No federal, state, or local income, payroll or employment taxes of any kind shall be withheld or paid by the College with respect to payments to Seller or on behalf of Seller its agents or employees. Seller shall withhold and pay any such taxes on behalf of its employees as required by law. The payroll or employment taxes that are the

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subject to this paragraph include but are not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. If Seller is not a corporation, Seller further understands that Seller may be liable for self-employment (Social Security) tax, to be paid by Seller according to law.

42. PENALTIES. The Procurement Code, Section 13-1-28 at seq. NMSA 1978, as amended imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose criminal penalties for bribes, gratuities and kickbacks.

45. RELEASE SFCC GOVERNING BOARD. The Offeror shall, upon final payment of the amount due under a resultant Purchase order/Agreement, release the Governing Board of SFCC, their officers and employees, and the State of New Mexico from liabilities, claims and obligations whatsoever arising from the Purchase Order/Agreement. The Offeror agrees not to purport to bind the Governing Board of SFCC or the State of New Mexico to any obligation not assumed in the Purchase Order/Agreement by the Governing Board of SFCC or the State of New Mexico unless the Offeror has express, written authority to do so, and then, only within the strict limits of that authority.

46. RETENTION OF RECORDS. Offeror will maintain detailed records indicating the date, time and nature of goods and/or services provided under the Agreement for a period of at least five years after termination of the Agreement, and will allow access for inspection by the College of New Mexico, the Secretary for Health and Human Services, the Comptroller General and the Inspector General to such records for the purpose of verifying costs associated with provisions of services under the Agreement.

47. REIMBURSABLE TRAVEL AND LIVING EXPENSES. Any pre-negotiated travel and living expenses that Offeror may incur in providing SFCC goods and/or services pursuant to an Agreement, are limited to reimbursement for the actual cost of commercial “coach” airline travel; per diem meal reimbursement limited to the rate established by the Internal Revenue Services (per diem reimbursement includes the cost of food, beverages, and gratuities); lodging at a hotel, and car rental. SFCC will not reimburse for any other travel and/or living expenses.

49. SCHEDULE DELAYS. If after the award, the Seller becomes aware of possible problems that could result in delay in completion of the work on the agreed-to schedule, the Seller must immediately notify the Buyer or the designated representative. The initial notification of the delay may be verbal with a written confirmation, giving the probable cause and effect, with recommendations for alternate action. Nothing in this paragraph will be interpreted as relieving the Seller of its contractual obligations; however, failure to notify the College promptly will be a basis for determining the Seller responsibility in an otherwise excusable delay.

50. SELLER’S EMPLOYEES AND AGENTS. Seller shall have complete charge and responsibility for persons employed by Seller and engaged in the performance of the specified work. The Seller, its agents and employees state that they are independent contractors and not

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employees of the College. Seller, its agents and employees shall not accrue leave, retirement, insurance, bonding or any other benefit afforded to employees of the College as a result of this Purchase Order.

52. SITE FAMILIARITY. The Seller shall be responsible for thoroughly inspecting the site and work to be done prior to submission of an offer. The Seller warrants by this submission that the site has been thoroughly inspected and the work to be done and that the offer includes all costs required to complete the work. The failure of the Seller to be fully informed regarding the requirements of this solicitation will not constitute grounds or any claim, demand for adjustment or the withdrawal of an offer after the opening.

53. STATE AND LOCAL ORDINANCES: The Seller shall perform work under the resultant contract in strict accordance with the latest adopted version of all State and local codes, ordinances, and regulations governing the work involved. All materials and labor necessary to comply with the rules, regulations and ordinances shall be provided by the Seller. Where the drawings and/or specifications indicate materials or construction in excess of the code requirements, the drawings and/or specifications shall govern. The Seller shall be responsible for the final execution of the work to meet these requirements. In the event of a conflict between various codes and standards, the more stringent shall apply.

55. TERMINATION AND DELAYS. The College may by written notice stating the extent and effective date, terminate any resultant Purchase Order/Agreement for convenience in whole or in part, at any time. The College shall pay Seller as full compensation for performance until such termination: (1) the unit or pro rata order price for the delivered and accepted portion: and (2) incidental damages, not otherwise recoverable from other sources by Seller, as approved by the College, with respect to the undelivered or unaccepted portion of the Purchase Order/Agreement provided compensation hereunder shall in no event exceed the total Purchase Order/Agreement price. Such amount will be limited to Seller's actual cost, and may not include anticipated profits. The College shall not be liable for consequential damages. The College may by written notice terminate the Purchase Order/Agreement in whole or in part for Seller's default if Seller refuses or fails to comply with the provisions of the Purchase Order/Agreement or fails to make progress so as to endanger performance and does not cure such failure within a reasonable period of time. In such event, the College may otherwise secure the materials, supplies or services ordered, and Seller shall be liable for damages suffered by the College thereby, including incidental and consequential damages. If after notice of termination, the College determines Seller was not in default, or if Seller's default is due to failure of the College, termination shall be deemed for the convenience of the College. The rights and remedies of the College provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Purchase Order/Agreement. As used in this paragraph, the word “Seller” includes Seller and Seller’s sub-suppliers at any tier.

56. TITLE AND DELIVERY. Title to the materials and supplies passed under a Purchase order/Agreement shall pass to the College upon acceptance at the FOB point specified, subject to the right of the College to reject. For any exception to the delivery date specified, Seller shall give prior notification and obtain approval thereto from the College's Purchasing Department.

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Time is of the essence and the Purchase Order/Agreement shall be subject to termination for failure to deliver on time.

57. WARRANTIES. Seller warrants the goods and/or services furnished to be exactly as specified in the Purchase Order/Agreement; free from defects in Seller's design, labor, materials and manufacture, and to be in compliance with any drawings or specifications incorporated therein and with any samples furnished by Seller. All applicable UCC warranties express and implied are incorporated herein.

58. WAIVER. Any resultant Purchase Order/Agreement shall herein contain a provision that states that no waiver of any breach of the Contract or any terms or conditions thereof shall be held to be a waiver of any other or subsequent breach; nor shall any waiver be valid, alleged or binding unless the same shall be in writing and signed by the party to have granted the waiver.

59. WORKERS COMPENSATION. No workers compensation insurance has been or will be obtained by SFCC on account of Seller or its employees or agents. Seller shall comply with the workers compensation laws with respect to Seller and Seller's employees and agents.

61. PROTECTION OF CONFIDENTIAL DATA. Service Provider agrees to abide by the limitations on re-disclosure of personally identifiable information from education records set forth in The Family Educational Rights and Privacy Act (34 CFR § 99.33 (a)(2) and with the terms set forth below. 34 CFR 99.33 (a)(2) states that the officers, employees and agents of a party that receives education record information from the Institution may use the information, but only for the purposes for which the disclosure was made.

Definition: Covered data and information (CDI) includes paper and electronic student education record information supplied by Institution, as well as any data provided by Institution’s students to the Service Provider.

Acknowledgment of Access to CDI: Service Provider acknowledges that the Purchase Order/Agreement allows the Service Provider access to CDI.

Prohibition on Unauthorized Use or Disclosure of CDI: Service Provider agrees to hold CDI in strict confidence. Service Provider shall not use or disclose CDI received from or on behalf of Institution (or its students) except as permitted or required by the Purchase Order/Agreement, as required by law, or as otherwise authorized in writing by Institution. Service Provider agrees not to use CDI for any purpose other than the purpose for which the disclosure was made. If the Family Policy Compliance Office of the U.S. Department of Education determines that the Service Provider improperly disclosed personally identifiable information obtained from Institution’s education records, Institution may not allow the Service Provider access to education records for at least five years.

Return or Destruction of CDI: upon termination, cancellation, expiration or other conclusion of

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the Purchase Order/Agreement. Service Provider shall return all CDI to Institution or, if return is not feasible, destroy any and all CDI. If the Service Provider destroys the information, the Service Provider shall provide Institution with a certificate confirming the date of destruction of the data.

Maintenance of the Security of Electronic Information: Service Provider shall develop, implement, maintain and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all electronically maintained or transmitted CDI received from, or on behalf of Institution or its students. These measures will be extended by contract to all sub-contractors used by Service Provider.

Reporting of Unauthorized Disclosures or Misuse of Covered Data and Information: Service Provider shall, within one day of discovery, report to Institution any use or disclosure of CDI no authorized by this Purchase Order/Agreement or in writing by Institution. Service Provider’s report shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the CDI used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Service Provider has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Service Provider has taken or shall take to prevent future similar unauthorized use or disclosure. Service Provider shall provide such other information, including a written report, as reasonably requested by Institution.

Indemnity: Service Provider shall defend and hold Institution harmless from all claims, liabilities, damages, or judgments involving a third party, including Institution’s costs and attorney fees, which arise as a result of Service Provider’s failure to meet any of its obligations under this Purchase Order/Agreement.

Note: Inclusion of data by students into the terms of the contract will depend upon the contract and may not be needed."

62. OWNERSHIP. Ownership of Documents - All documents which are prepared by the Seller or any member of the consulting team that form a part of its services under a resultant Purchase Order//Agreement are the sole property of SFCC and such works may not be reproduced nor distributed without the express written consent of the College and shall be delivered to SFCC upon termination and or completion of this Purchase Order/Agreement if SFCC so requests. The Seller shall be responsible for the protection and/or replacement of any original documents in its possession. SFCC shall receive all original drawings and the Seller shall retain a reproducible copy.

Work Made for Hire - For the consideration payable under a resultant Purchase Order/Agreement, the work product required by the Purchase Order/Agreement shall be considered a work made for hire within the meaning of that term under the copyright laws of the United States, applicable common law and corresponding laws of other countries. SFCC shall have the sole right and authority to seek statutory copyright protection and to enjoy the benefits

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of ownership of the work. The party performing the work hereby assigns all rights, title and interest in and to the work to SFCC and shall require all members of the consulting team to agree in writing that they assign all right, title and interest in work product required by the Purchase Order/Agreement to SFCC.

Inventions. For the consideration payable under a resultant Purchase Order/Agreement, the Seller agrees to report any invention arising out of the Work required by the Purchase Order/Agreement to SFCC. SFCC shall have sole right and authority to seek statutory patent protection under United States and foreign patent laws and to enjoy the benefits of ownership of the invention, whether or not the invention was required of the Seller or member of the consulting team as part of the performance of Work. The Seller hereby assigns all right, title and interest in and to inventions made in the course of the Work to SFCC and agrees to execute and deliver all documents and do any and all things necessary and proper to effect such assignment. Seller shall require all members of the Consulting Team to agree in writing that they will execute and deliver all documents and do any and all things necessary and proper to effect assignment of inventions arising out of the Work required by the Purchase Order/Agreement to SFCC.

Survival of Provision. This provision shall survive expiration and termination of the Purchase Order/Agreement.

Either party may change its address at any time by giving notice to the other party in the manner specified herein. [SIGNATURES APPEAR ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the parties have hereunto signed this Agreement effective the day and year first above written.

Santa Fe Community College Vendor Name:

by__________________________________ by____________________________

Name: Name:

Title: Title:Date: Date:

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