RFP 3066 For Internet Service Providers

(1)

COMMUNITY COLLEGE OF ALLEGHENY COUNTY RFP 3066-2 FOR INTERNET SERVICE PROVIDER

REQUEST FOR PROPOSAL 3066-2

FOR INTERNET SERVICE PROVIDER

(ISP-A)

Prepared by

Community College of Allegheny County

Purchasing Department – Office of College Services

800 Allegheny Avenue

Pittsburgh, Pennsylvania 15233

ALL QUESTIONS REGARDING THIS RFP SHOULD BE SUBMITTED VIA EMAIL TO

[email protected] NO LATER THAN Friday, March 20, 2015 at 12:00 NOON

RESPONSES TO THIS RFP MUST DELIVERED TO THE PURCHASING DEPARTMENT NO LATER THAN:

Wednesday, March 25, 2015 at 2:00 p.m.

NO FAX OR ELECTRONIC RESPONSES ARE PERMITTED

(2)

The Community College of Allegheny County is seeking an Internet Service Provider to meet the following objectives. Once a vendor is selected, the bandwidth capacity chosen will be determined by pricing.

The College subscribes to a redundant ISP strategy to access the Internet. The agreement for the ISP covered by this RFP is expiring. See Appendix A for ISP details.

Vendor responses to this proposal must be embedded within each item. Vendor to indicate whether they “comply” and if there is non-compliance, vendor to provide detailed explanations.

A. Main Objectives

1. Provide cost-effective and diversified enterprise-class Internet access to the College through the demarc located at:

Office of College Services 800 Allegheny Avenue Pittsburgh, PA 15233

2. Work with CCAC’s ITS staff and its current ISP to migrate from the incumbent’s circuits to the vendor’s circuits, which may be scheduled during non-business hours (may be evenings and/or week-ends) with no disruption to services. This may entail a ramp-up approach to test and accelerate the cut-over. Vendor charges to begin upon final acceptance by CCAC. 3. Work with CCAC’s ITS staff and designated ISP to enable BGP tuning for failover. 4. Meet service level requirements contained herein.

B. Optional Objectives

1. Option to provide ondemand customer controlled bandwidth capacity increases and decreases in conjunction with vendor Internet Service.

2. Option to provide SIP Trunk services with quality of service support of customer classified realtime applications in conjunction with vendor Internet Service.

C. Connectivity Requirements

1. Internet connectivity must be provisioned through a 1Gbps Ethernet copper interface. The college’s current communications equipment has 1Gbps copper Ethernet interfaces for accepting service from providers. RFP responses must consider, propose, and include how the college will interface with the service.

(3)

2. Bandwidth leased by the College must be dedicated solely to the College from the College’s demarcation point to the Internet backbone. Vendor to provide customer

bandwidth allocation and network design strategies employed to mitigate oversubscription. 3. The physical connectivity between the College’s demarcation point and the Internet Service

Provider’s point-of-presence (POP) cannot be shared.

4. Vendor to include a detailed schematic of all proposed fiber and cable runs to serve CCAC’s Internet access. Show all routes, local loops and paths from the tier 1 Network Access Point (NAP) to CCAC’s demarcation point.

5. Vendor to detail the transport medium (fiber, copper, service provider) at all points along the proposed route for CCAC's Internet access from CCAC’s demarcation to the Internet backbone. The detail includes the identity of third party infrastructure providers and owners.

6. Vendor must detail in depth their network footprint indicating all NAP’s.

7. Vendor must detail in depth their network footprint indicating all POPs in CCAC’s region. 8. Vendor must provide the number of hops in the proposed route between CCAC’s demark

and the ISP’s or service partner’s NAP.

9. Vendor to also list any significant changes planned for their network transpiring over the next 12 months that will alter the information provided in response to this RFP.

10. Vendor to notify CCAC in the event of vendor network outage.

11. Vendor to provide the detail process and methodology for handling outages to ensure business continuity.

12. Vendor to provide network performance statistics for the last 12 months including any third party reports.

13. For the proposed fiber route for CCAC, vendor must provide the number of customers utilizing the same route, total bandwidth purchased by customer utilizing the same route and bandwidth capacity of proposed route. Vendor must show the average and peak utilization of this route. CCAC will consider this information as a baseline and will expect a guarantee that the vendor will not subscribe beyond the data provided for the term (s) of CCAC’s agreement.

14. Vendor must provide a full Internet BGP routing table to CCAC.

15. Vendor to explain and demonstrate the availability and sustainability of the subscribed bandwidth.

(4)

D. Service Level Requirements

1. CCAC reserves the right to immediately terminate any agreement without penalty to the College when there is evidence of service and/or performance degradation.

2. CCAC reserves the right to immediately terminate any agreement without penalty to the College when the vendor fails to meet any SLA requirement.

3. CCAC reserves the right to terminate any agreement with the vendor without penalty to the College in the event of the vendor’s merger, acquisition, dissolution attributed to

bankruptcy.

4. CCAC reserves the right to terminate any agreement with the vendor without penalty to the College in the event that the vendor exits services or geographic areas key to the College’s service.

5. During the term of the agreement the following financial penalty credits must automatically be provided by the vendor when SLA requirements and metrics are not met within any four-week window for all major infractions as well as an accumulation of three minor infractions.

A major infraction is considered to be any network outage that exceeds 1 hour during a business day; the inability to provide business continuity during a major outage that exceeds 1 business day; the inability to meet 7.c, 7.d, 7.e, 7.f, and 7.g and 9 below. A minor infraction includes 7.a and 7.b below.

a. First infraction: 10% service credit (based on monthly rates) b. Second infraction: 30% service credit (based on monthly rates) c. Third infraction: 60% service credit (based on monthly rates)

If the vendor cannot meet these penalty terms, the vendor can make a counter offer. 6. Vendor must meet the following SLA metrics:

Scope Metric

a. Latency <0.45 msec

b. Packet Loss <.05%

c. Network Availability 99.99% core to core d. Port Availability 99.99%

e. Provisioning Any customer-requested modifications or changes to take place within 72 business hours.

f. DoS and DNS detection and protection

(5)

COMMUNITY COLLEGE OF ALLEGHENY COUNTY RFP 3066-2 FOR INTERNET SERVICE PROVIDER g. Customer Service

(guaranteed response time to resolve technical or administrative issues including billing)

4 hours

h. Customer Portal Multiple views, including performance, billing, account management, provisioning, trouble ticket status

i. Credits To be applied automatically: accelerated credit amounts (see C.6) based on frequency of major infractions

7. The vendor must provide a clear path of escalation for all problems, detailing contact information and providing a toll free number for all maintenance and troubleshooting calls. Vendor to provide employee names, titles and contact information (office phone, cell phone, email address) along the path of escalation.

8. Vendor must be proactive in detecting and resolving problems and must communicate with CCAC ITS staff proactively via any or all of these methods: email alerts, phone, fax, and pager.

9. Vendor to provide access to an Internet Web portal that provides the following: a. Billing information

b. Reports that yield usage statistics – average and peak bandwidth utilization by day and time of day

c. View, open and update trouble tickets d. Run trouble ticket reports

e. Provide feedback on closed trouble tickets f. Update contact information

g. Add users that can access and use the portal

10. Vendor must proactively monitor circuits and immediately notify CCAC on outage occurrences or when any issues are detected that might affect service to the College. Vendor must communicate to CCAC for planned vendor network outages 30 days in advance.

11. Vendor is expected to aggressively and proactively pursue any local exchange carrier the vendor may use to escalate and resolve any problems that affect CCAC’s service.

E. Vendor Requirements

1. Upon request within 48 hours, vendor must demonstrate financial stability by providing the last two years of an audited financial statement and must also provide information that answers the following:

(6)

a. Cash flow and cash-on hand equivalents b. Cash burn rate

c. Total short-term (repayable within 12 months) and long-term debt.

2. Vendor to provide their own premise equipment at no charge to the College including any monitoring devices. Vendor is required to monitor the performance of their premise equipment.

3. Vendor must assign an account team to CCAC ITS. CCAC reserves the right to request a change and reject any account representative for the terms of the service agreement. 4. Vendor assigned account representatives must meet with the Assistant V.P. of Information

Technology Services and CIO or designee to resolve issues/problems immediately and as needed.

5. Vendor to indicate location and contact information of their NOC’s. 6. CCAC expects the vendor to waive all installation and associated fees.

7. Vendor to proactively provide CCAC ITS staff with detection and protection against DoS and DNS attacks. Vendor to detail their methodology for providing this service at no additional charge to the College.

8. Vendor must filter traffic as requested by CCAC’s ITS staff. (i.e. All non-routable IP networks should not be forwarded to CCAC)

9. Vendor to provide the College with secondary DNS services without cost.

10. Vendor must coordinate all work with CCAC Information Technology Services staff. 11. Work must be scheduled during times that will not affect the operation of the College,

which will necessitate evening and week-end hours.

12. Vendor to detail (via an attachment) any other value-added service. If these services are at a cost, vendor to delineate such in section F.

13. The same vendor cannot provide both ISP services to CCAC. F. Vendor Qualifications

1. Vendor must provide a history and background within the telecommunications industry related to experience in providing Internet access and monitoring services.

(7)

2. Vendor to demonstrate competency and track record in successfully selling, implementing and supporting Internet access and data networks for higher education institutions and similarly sized organizations.

3. Vendor to provide history of experience servicing institutions of higher education. 4. Vendor has demonstrated responsiveness in addressing concerns, flexibility in adapting

processes to fit differing environments and problem ownership.

5. Vendor must detail the number of employees available locally that comprise their technical and engineering staff (group numbers by title) as well as direct customer service staff. 6. The vendor must have qualified, certified technical staff within one hour’s travel time of

CCAC’s demarcation. Vendor must provide proof of technical certification/qualifications. Vendor must also indicate how many on staff have the security certifications such as the following and attach proof of such to the response of the RFP: SAS 70, Truesecure, and Certified in Internet Security.

7. The vendor must have demonstrated experience implementing a service and service level requirements of this size and scope. To this end, the vendor must provide the College with five customer references with appropriate contact information. These customers must have enterprise-class Internet access.

8. Vendors must provide a full BGP routing table to CCAC.

(8)

COMMUNITY COLLEGE OF ALLEGHENY COUNTY RFP 3066-2 FOR INTERNET SERVICE PROVIDER G. PRICING SECTION FOR INTERNET SERVICE

NOTE: Vendor to provide bandwidth incrementals and associated rates starting with a minimum bandwidth of 500 Mbps.

Contract Term Discounted Monthly Rates

Bandwidth Mbps 500 700 800 1000

1 Year Agreement 2 Year Agreement 3 Year Agreement 4 Year Agreement

Installation/Configuration Fees: Waived Equipment Provisioning: No Charge to CCAC Circuit Monitoring: No Charge to CCAC

All of the above are to be incorporated into monthly costs.

Value-added Services (attach detailed description of services and detail costs for each service).

(9)

H. PRICING SECTION FOR OPTIONS

a. Ondemand Internet bandwidth change service – Vendor to provide bandwidth incrementals in 50Mbps and associated rates.

b. SIP Trunk service – Vendor to provide concurrent G.711 encoded call incrementals, associated rates, recurring costs, nonrecurring costs and E911 services.

Installation/Configuration Fees: Waived Equipment Provisioning: No Charge to CCAC Circuit Monitoring: No Charge to CCAC

All of the above are to be incorporated into monthly costs.

Value-added Services (attach detailed description of services and detail costs for each service).

(10)

COMMUNITY COLLEGE OF ALLEGHENY COUNTY RFP 3066 FOR INTERNET SERVICE PROVIDER

Appendix A

Current Internet Service Providers

ISP A

FiberTech Communications ISP B

Consolidated Communications

Note: In order to maintain redundancy, no vendor will be considered for award of both ISP A and ISP B at the same time.

(11)

REQUIRED SUBMITTALS

The College requires that responses to this solicitation contain the following information:

 SUBMITTAL FORM –1: Vendor must complete, sign, and submit this page with their proposal response.

 PRICING SUMMARY PAGES: Submit pricing pages.

 REQUIRED DOCUMENTATION: Submit all documentation and support materials as described throughout this RFP.

 REFERENCES – submit at least three customer references for similar services.

 MBE/WBE PARTICIPATION: CCAC encourages the participation of minority and women-owned businesses in all of its contracts and is committed to providing maximum opportunities for qualified minority and/or women-owned business enterprises

("MBE/WBEs") to participate in its work. Bidder agrees (1) if qualified, to take reasonable and timely steps to obtain appropriate certification as an MBE and/or WBE, (2) to ensure that MBE and/or WBEs are appropriately considered as subcontractors and/or suppliers under this Agreement; and (3) to report moneys spent for MBE and/or WBE subcontractors and/or suppliers for work as CCAC may from time to time reasonably request. CCAC’s goal for MBE/WBE participation is 15%. Please provide documentation as to your firm’s good faith effort to reach this goal by describing all applicable details of MBE/WBE participation that may be included in the resulting agreement.

GENERAL SUBMITTAL REQUIREMENTS

 All proposal responses, inclusive of the required submittals and all other documentation, must be submitted in hard copy and either mailed, delivered by private carrier, or hand-delivered (no fax or electronic responses).

 PROPOSAL DEADLINE: Proposals are due by 2:00 p.m. on Wednesday, March 25, 2015. (Proposals received late will not be considered by the College.)

One original and three (3) copies of such shall be appropriately identified and delivered to: Community College of Allegheny County, Purchasing Department - Attn: Michael Cvetic, 800 Allegheny Avenue, Pittsburgh, PA 15233

(12)

 Proposals shall clearly indicate company name, full address, contact person, phone number, fax number and e-mail address.

 Proposals must contain the original signature of a duly authorized officer or agent of the company submitting the proposal.

 Any/all information/language that is proposed to be incorporated into any final agreement shall be submitted with the vendor’s response.

 All costs incurred in preparing a response shall be at the vendor’s expense.

VENDOR REPRESENTATION / WARRANTY

Any responding vendor, by submitting a proposal, specifically represents and warrants that it has and shall possess, and that its employees, agents and subcontractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform. CCAC shall reserve the right to inspect and/or evaluate any potential awardee’s facility, physical equipment, staff, and all matters that may bear upon the ability to successfully perform the scope of work. CCAC shall conduct interviews of vendors as needed to evaluate qualifications. Should CCAC reasonably find that any vendor does not have the capacity to perform the work, CCAC may reject the vendor’s proposal.

GENERAL TERMS AND CONDITIONS OF THE AWARDED CONTRACT

The following terms and conditions shall apply to any resulting contract. Any terms and

conditions of a responding vendor’s that are in conflict with the College’s terms and conditions, inclusive of any specific contractual requirements, must be identified within the vendor’s response. CCAC may negotiate the inclusion, exclusion, or alteration of any language, terms, conditions, pricing, etc. prior to the issuance of a signed contract or throughout the term of the contract. The final contract shall incorporate the RFP document and any proposal submitted by the successful vendor and accepted by the College.

Vendors are cautioned that although the vendor’s terms may be submitted for consideration, the College reserves the right to negotiate its preference of the same, or otherwise reject the vendor’s proposal if the College is not able and willing to agree to the vendor’s terms.

INVOICING/PAYMENT PROVISIONS: The College’s payment terms shall be 30 days from the date the vendor’s invoice is properly presented and received. Invoices may be submitted only in accordance with deliverables that have been appropriately accepted by the College’s sign-off.

(13)

TERMINATION PROVISIONS:

a. The awarded contract may be terminated in whole or in part in writing by the College in the event of the failure by Contractor to fulfill its obligations under the terms and conditions of the contract, or in the event that the Contractor breaches any provision of the agreement (in the College’s opinion), provided that no such termination shall be effective unless Contractor is given three (3) calendar days' written notice of intent to terminate, delivered personally or by certified mail, return receipt requested, and an opportunity for consultation with the College prior to termination.

b. Upon receipt of a termination notice pursuant to the foregoing paragraph, Contractor shall promptly discontinue all services affected unless otherwise directed by the notice of termination.

c. Upon termination pursuant to the foregoing paragraphs, the College may take over the work and prosecute the same to completion by agreement with another party or otherwise. Should Contractor fail or refuse to comply fully and faithfully with the terms, conditions and stipulations of the resulting agreement, College shall have the right at their notion to cancel, annul and declare void the award and the contract without any liability whatsoever on the part of College. The College shall be the sole judge as to whether or not Contractor has fully and faithfully complied therewith. College shall have the further right before or after any such cancellation to recover by law from Contractor any and all damages sustained by reason of non-compliance with or breach of the contract by Contractor.

d. Upon termination, an equitable adjustment of the fee shall be made, which shall not include any profit for services or other work performed. The Contractor acknowledges and agrees that it shall not be entitled nor shall it make a claim for lost profits or loss of anticipated earnings because of termination.

e. In addition to the College's right to terminate as above stated, the College shall have the right to postpone, delay, or suspend or terminate the services for which Contractor is herein engaged at any time and for any reason deemed to be in the College's interest. In such event of suspension or termination for the College's convenience, the College shall pay Contractor for the services rendered through the date when notice of suspension/termination was received by Contractor. In the event of delay, postponement or suspension, Contractor agrees that it shall only be entitled to a reasonable extension of time to complete the project and not to monetary compensation.

f. CCAC shall also have the right to terminate any/all connections for any reason, at its own discretion, prior to the completion of the term. List early termination penalties on the bid sheet.

INDEPENDENT CONTRACTOR STATUS: It shall be expressly agreed that Contractor’s status hereunder an award is that of independent Contractor. Neither Contractor, nor any person hired by Contractor, shall be considered employees of the College for any purpose.

(14)

AUTHORITY TO BIND: In the performance of the awarded services, Contractor agrees that the Contractor shall not have the authority to enter into any contract or agreement to bind

the College in any way and shall not represent to anyone that the Contractor has such authority. GOVERNING LAWS: Any resulting agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

EVALUATION AND AWARD OF PROPOSALS: While each proposal shall be considered objectively, CCAC reserves the right to accept or reject any proposal and to waive any formalities, informalities or technicalities in the RFP process at its own discretion.

CCAC will not be bound by oral explanations or instructions given by any CCAC employee or agent at anytime during the competitive proposal process or after award. Only modifications to specifications issued in writing by way of addendum shall be valid.

CCAC reserves the right to award this RFP in any manner that is determined to be in its best interest. The award may be split on a location-by-location basis, total low basis, or other basis. The issuance of the College’s award letter and/or subsequent purchase order(s) shall constitute the award of any accepted proposal.

INSURANCE REQUIREMENTS: An insurance certificate as described on “Form B” (attached herein) must be submitted by the awarded vendor prior to any work being performed.

TERMS AND CONDITIONS OF THE AWARDED CONTRACT

Execution of a written contract, with terms and conditions in such form attached hereto under Appendix A (Master Service Agreement), will be required by any company selected to perform the work that is the subject of this RFP. The final, executed contract will incorporate this RFP document, any addenda to the RFP issued by the College, and those portions of the selected vendor’s proposal designated as accepted by College.

The Master Service Agreement (MSA) and any documents referred to or incorporated therein and/or attached thereto shall be complementary, and what is called for by any one shall be as binding as if called for by all. If, with respect to any subject, the terms and conditions set forth in such documents and attachments are consistent with the terms and conditions of the MSA, then their provisions and requirements shall be deemed cumulative and Seller shall comply with each provision and requirement. However, to the extent that any provision in such documents is, or may be, inconsistent with a provision therein, on the same subject or a part of a subject, then the Contractor shall comply with the provision which is most favorable to College, as determined by College.

Any terms and conditions of a responding vendor that are in conflict with the College’s terms and conditions, inclusive of any specific contractual requirements, must be identified within the vendor’s response. CCAC, at its sole discretion, may negotiate the inclusion, exclusion, or alteration of any language, terms, pricing or conditions prior to the issuance of a signed contract or, if applicable, throughout the term of the contract.

(15)

CONTRACTOR INTEGRITY PROVISIONS

The awarded Contractor must agree and abide by the following integrity, confidentiality and non-disclosure provisions:

COLLEGE’S INTERESTS: Contractor agrees that it will not during the term of the resulting agreement engage in any activity which is contrary to and in conflict with the best interests, goals and purposes of the College.

CONFIDENTIALITY: The Contractor shall not disclose to others any confidential information gained by virtue of the proposal process and the resulting contract.

COMPLIANCE WITH APPLICABLE LAW: The Contractor shall maintain the highest standards of integrity in the performance of the contract and shall take no action in violation of state or federal laws, regulations, or any other requirements that govern contracting with the College.

(16)

COMMUNITY COLLEGE OF ALLEGHENY COUNTY

INSURANCE REQUIREMENTS

FORM B

Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold

harmless the Community College of Allegheny County (CCAC), its agents, officers, employees, and volunteers from and against all claims, damages, losses, and expenses (including but not limited to attorney fees and court costs) to the extent directly arising from the acts, errors, mistakes, omissions, work or service of Contractor, its agents, employees, or any tier of its subcontractors in the performance of this Contract. The amount and type of insurance coverage requirements of this Contract will in no way be construed as limiting the scope of indemnification in this Paragraph.

Insurance. Contractor shall maintain during the term of this Contract insurance policies described below

issued by companies licensed in Pennsylvania with a current A.M. Best rating of A- or better. At the signing of this Contract, and prior to the commencement of any work, Contractor shall furnish the CCAC Purchasing Department with a Certificate of Insurance evidencing the required coverages, conditions, and limits required by this Contract at the following address: Community College of Allegheny County, Purchasing

Department, 800 Allegheny Avenue, Pittsburgh, PA 15233.

The insurance policies, except Workers’ Compensation and Professional Liability, shall be endorsed to name Community College of Allegheny County, its agents, officers, employees, and volunteers as Additional Insureds with the following language or its equivalent:

Community College of Allegheny County, its agents, officers, employees, and volunteers are hereby named as additional insureds as their interest may appear.

All such Certificates shall provide a 30-day notice of cancellation. Renewal Certificates must be provided for any policies that expire during the term of this Contract. Certificate must specify whether coverage is written on an Occurrence or a Claims Made Policy form.

Insurance coverage required under this Contract is:

1) Commercial General Liability insurance with a limit of not less than $1,000,000 per occurrence for

bodily injury, property damage, personal injury, products and completed operations, and blanket contractual coverage, including but not limited to the liability assumed under the indemnification provisions of this Contract.

2) Automobile Liability insurance with a combined single limit for bodily injury and property damage of

not less than $1,000,000 each occurrence with respect to Contractor’s owned, hired, and non-owned vehicles.

3) Workers’ Compensation insurance with limits statutorily required by any Federal or State law and Employer’s Liability insurance of not less than $100,000 for each accident, $100,000 disease for each employee,

(17)

SUBMITTAL FORM -1

By submitting a proposal the vendor acknowledges that following items are hereby understood and agreed to:

The undersigned, having carefully examined all sections and attachments to this Request for Proposal does hereby offer to furnish all labor, materials, equipment, supplies, insurance and bonds specified, and services necessary to fulfill the contract in accordance with the RFP which is/are hereby acknowledged by the signature below.

STATEMENT OF NON-COLLUSION

Finally, the undersigned also certifies that this proposal is made without previous understanding, agreement or connection with any person, firm, or corporation making a proposal on this same service and is in all respects, fair and without collusion or fraud.

SIGNATURE OF OFFEROR

(Must be signed by a duly authorized officer or agent of the responding company.)

Company Name _______________________________ Signed by _____________________________ FEIN _______________________________ Name (printed) _____________________________ Address _______________________________ Title _____________________________ _______________________________ Telephone _____________________________

Zip + four _______________________________ Fax _____________________________ Date _______________________________ E-mail _____________________________

(18)

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of this 18th day of June, 2014, by and between Community College of Allegheny County, with a business office located at 800 Allegheny Avenue, Pittsburgh, PA 15233 (hereinafter referred to as the “College”), and xxx (hereinafter referred to as “Contractor”).

RECITALS

WHEREAS, the College has issued a Request for Quotation, Bid Solicitation, Request for Proposal, and/or a Purchase Order (hereinafter individually and collectively referred to as the “Order”), pursuant to

Provide all labor, material, equipment, permits and supervision _to…

which College seeks to procure certain work and services, as more fully described on the Order; and WHEREAS, Contractor has submitted a proposal to the College to provide the services described in the Order, a copy of which is attached hereto as Exhibit A (hereinafter the “Proposal”) and incorporated by reference;

WHEREAS, the College desires to engage Contractor to provide the services, pursuant to and in accordance with the terms and conditions that this Agreement set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants that this Agreement contains, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Term. The term of this Agreement shall be as specified in the Order unless otherwise stated in the section below. If no date is specified, this Agreement shall begin with the date first stated above and terminate upon satisfactory completion of the services described herein.

2. Services. Contractor shall fully and faithfully perform the work and services described in the Order and the Proposal and any specifications, scope of work or other documentation attached thereto. Contractor warrants that all work and services performed by or on behalf of it under this Agreement will conform to all terms and specifications set forth in the Order and in the Proposal.

3. Price/Fees: The College shall pay Contractor for the services and work performed by Contractor in accordance with the fees and/or prices set forth in the Proposal.

(19)

4. Terms and Conditions: This Agreement, and the services to be performed by Contractor hereunder, will be subject to and governed by College’s Standard Terms and Conditions for the Purchase of Goods and Services (“Master Terms”), which are incorporated herein by reference. The Master Terms can be viewed and downloaded at http://www.ccac.edu/default.aspx?id=149304. By signing below, Contractor acknowledges its receipt and acceptance of the Master Terms.

5. Insurance Requirements: In addition to the Master Terms, Contractor shall comply with the insurance and indemnification requirements set forth on Exhibit B, which are incorporated herein by reference. Prior to commencing performance of the Services, Contractor shall furnish to the College a properly executed certificate(s) of insurance which evidence all insurance required by Exhibit B. Said certificate(s) of insurance shall be attached herein as Exhibit C.

6. Assignment. Contractor may not assign or subcontract this Agreement or its performance thereof, in whole or in part, without the College’s prior written consent.

7. Entire Agreement; Modification. This Agreement, together with the Exhibits and other documents referenced and incorporated herein, sets forth the entire agreement of the parties on the subject matter hereof and supersedes all previous or concurrent agreements between them, whether oral or written. Any proposal, quotation, acknowledgment, confirmation or other writing submitted by Contractor to the College shall not be deemed to amend or modify this Agreement, and will be of no legal effect except to the extent that it serves to identify the work and services to be performed by the Contractor. This Agreement, and the terms set forth in the Master Terms, will control over any conflicting terms or provisions contained in any proposal, invoice or other documentation submitted by Contractor to College. The terms of this Agreement may not be modified or changed except by a writing that both parties sign. This Agreement shall inure to the benefit of the College and Contractor and the College’s successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. By: __________________________ Signature: __________________________ Title: __________________________ Date: ___________________________ COMMUNITY COLLEGE OF ALLEGHENY COUNTY

By: Joyce Breckenridge

Signature: _______________________________ Title: VP Business and Administration Date: _____________________________

EXHIBITS - The following Exhibits are attached hereto and made a part of this Agreement for all purposes:



Exhibit A - Contractor’s Proposal Response



Exhibit B - Insurance Requirements