SERVICE CONTRACT

THIS CONTRACT (the “Contract”) is made this day of ______________ and between the MARYLAND STADIUM AUTHORITY, (hereinafter referred to as MSA) and (hereinafter referred to as Contractor).

In consideration of the promises and the covenants herein contained, the parties agree as follows:

1. Definitions

Capitalized terms not defined herein shall be as ascribed the meaning given them in the IFB.

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

1.1 “Bid” means the Contractor’s Bid dated .

1.2 “COMAR” means Code of Maryland Regulations.

1.3 “Contract” means this Contract between MSA and the Contractor consisting of the Contract

Documents and each is fully a part of the Contract as if attached to this Contract or incorporated herein. Contract as used in this Contract means this Contract inclusive of all Contract Documents.

1.4 “Contract Documents” means this Contract, the IFB, and the Contractor’s Bid, and all amendments, modifications, addenda, and exhibits to the foregoing.

1.5 “Contractor” means the entity named above whose principal business address is

(Contractor’s primary address) and whose principal office in Maryland is , whose Federal Employer Identification Number or Social Security Number is , and whose eMaryland Marketplace Advantage vendor ID number is .

1.6 “Contractor Personnel” includes Contractor’s employees, agents and subcontractors as the context requires.

1.7 “IFB” means the Invitation for Bids, MSA Project No. ______, and any amendments, addenda, and attachments thereto issued in writing by MSA.

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

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

COMAR 21.11.03.

1.09 “MSA” means the Maryland Stadium Authority.

1.10 “Procurement Officer” means the MSA employee identified in Key Information Summary Sheet of the IFB as the Procurement Officer.

1.11 “State” means the State of Maryland.

1.12 “Work” or “work” is the provision of all services, labor, materials, and supplies, necessary

(or reasonably inferable) for the successful completion of each repair of furniture and millwork required under this Contract on an as-needed bases.

1.13 “CYSC” means Camden Yards Sports Complex.

2. Scope of Contract

2.1.1 The Contractor shall perform in accordance with this Contract and Exhibits A-C, which are listed below and incorporated herein by reference. If there is any conflict between this Contract and the Exhibits, the terms of the Contract shall control. If there is any conflict among the Exhibits, the following order of precedence shall determine the prevailing provision:

Exhibit A – The IFB; including all exhibits and attachments;

Exhibit B – The Contract Affidavit; and Exhibit C – The Contractor’s Bid.

2.1.2 Contractor shall perform or have the work performed and executed in a workmanlike manner and in conformance with the Contract Documents.

2.1.3 In the event MSA finds the materials or the finished product in which the materials were used or the work performed are not in complete conformity with the Contract and have resulted in an inferior or unsatisfactory result, the work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor.

2.1.4 MSA shall not compensate the Contractor for travel time to and from CYSC, nor for any travel required to correct deficiencies in Contractor’s work.

3.1 Change Orders and Modifications

3.1.1 (a) The Procurement Officer may, at any time, by written order, make changes in the work within the general scope of the Contract (a “Change Order”). No other order, statement, or conduct of the Procurement Officer or any other person shall be treated as a Change Order or entitle the Contractor to an equitable adjustment under this section.

(b) Except as otherwise provided in this Contract, if any Change Order causes an increase or decrease in the Contractor’s cost, or time required for performance of any part of the work, (whether directly or indirectly affected by the Change Order), an equitable adjustment in the Contract price shall be made and the Contract modified in writing accordingly.

(c) Within 30 days of its receipt of a Change Order, the Contractor must assert its right in writing, to an equitable adjustment (“Adjustment Claim”) under this section. Contractor shall include in its Adjustment Claim information regarding the nature and amount of increased costs and the impact the Change Order had on the work and schedule, if any.

(d) Nothing in this section shall excuse the Contractor from proceeding with the Contract as changed by a Change Order.

3.1.2 Section 3.1 notwithstanding, the Contract may be modified by mutual agreement of the parties, provided the modification is: (a) in writing; (b) executed by all parties; and (c) all required approvals are obtained.

3.2 Change Order Mark-Up

(a) For Change Order work, the mark-up allowable to the Contractor for combined overhead and profit for work performed solely by the Contractor with its own work forces shall be a reasonable amount not to exceed fifteen percent (15%) of the Contractor’s actual costs. Back-up documentation to be provided.

(b) (i) If the Change Order work is completed by a Subcontractor solely with its own work forces, the Contractor is entitled to a reasonable mark-up for combined overhead and profit, not to exceed ten percent (10%) of the actual cost of the Subcontractor’s materials, equipment, and labor. Back-up documentation to be provided.

3.2.1 The cost of supervisory personnel may be added only when a modification or Change Order makes hiring additional supervisory personnel necessary. The role and responsibilities Contractor expects the additional supervisory personnel to fill are subject to MSA consent.

4.1 Coordination of Work

4.1.1 Contractor shall coordinate with MSA to schedule work to minimize disruptions to CYSC tenants, MSA and CYSC operations.

4.1.2 Contractor, as required by the Contract Monitor, shall meet with the Contract Monitor to provide status updates and certify work that has been completed.

5.1 Working Hours and Use of Premises

5.1.1 MSA employees’ typical staffing hours are Mondays to Fridays from 5:00 a.m. to 7:00 p.m.

5.1.2 Normal Daily Working Hours - Monday to Sunday from 5:00 a.m. to 7:00 p.m.

● Work performed during these hours will be at the regular pay rate as indicated in the Bid sheet.

5.1.3 Premium Hours will be calculated from Monday to Sunday for time exceeding 40 hours per employee per week.

● Premium time must be approved by MSA in writing prior to work, and will be paid for work performed after 40 hours at the premium rate indicated on the bid sheet.

5.1.4 Shift Differential Working Hours - Monday to Sunday from 7:00 p.m. to 5:00 a.m.

● MSA will do its best to schedule at least two weeks in advance to allow the vendor to make staffing arrangements to ensure dedicated personnel will be available during the defined period of work. Occasionally, Emergency work may dictate shorter notice.

● Pay rate during these hours will be shift differential rate indicated on Bid sheet

● Premium hours must be approved by MSA in writing prior to work and will be paid for work performed after 40 hours combined per employee per week.

● Shift differential rate will only apply when work is scheduled within the specified time frame

5.1.5 Holiday Work (New Year’s Day, Memorial Day, July 4th Independence Day, Labor Day, Thanksgiving Day and Christmas Day) from 12:00 a.m. to 11:59 p.m.

● MSA will do its best to schedule in advance

● Any work performed on a holiday will be paid at premium rate as indicated Bid sheet

(Premium category)

5.1.6 Any working shift consisting of six (6) continuous hours or more will be required to take a half hour break.

5.1.7 The Contractor at its own cost and expense may perform work at times other than regular working hours. Unless MSA has given prior written authorization, MSA will not be responsible for the costs of premium hours.

5.1.8 Contractor shall confine its on-site work to the areas permitted under the Contract (“Work

Areas”). Areas beyond Work Areas shall not be disturbed. Contractor shall comply with site rules and regulations.

5.1.9 Contractor shall perform or have the work performed and executed in a workmanlike manner and in conformance with the Contract Documents.

6.1 Contractor Responsibilities

6.1.1 Protection of Work and MSA Property

(a) The Contractor shall provide protection of ongoing and completed work to prevent damage from work occurring in adjacent Work Areas.

(b) Any furniture, fixtures and equipment in the Work Area shall be protected by the Contractor at its own expense including but not limited to covering and protecting tile and carpeted floors.

6.1.2 Cleaning. The Contractor shall keep the Work Areas clean of debris at all times. Upon completion of any work project, the Contractor shall remove remaining excess materials, waste, rubbish, debris, and construction and installation equipment from the premises immediately. Any debris, dirt or stains caused by the work shall be promptly removed. Requests to leave materials, waste, rubbish, debris, and construction and installation equipment on site longer than eight (8) hours must be approved in writing by MSA in advance.

6.1.3 Safety. The Contractor shall take all necessary precautions for the safety of employees on the work crew to prevent accidents or injury to persons on, about, or adjacent to the premises where the work is being performed. All work to be done in accordance with all applicable laws and codes.

6.1.4 Unloading of Materials.

(a) The Contractor is permitted to unload materials from work trucks on the service level of the Warehouse. Trucks must be unloaded as expeditiously as possible, removed from the service level and returned to the contractor parking area.

(b) If available, MSA will supply a lift when needed provided a signed waiver is received by

MSA in advance.

6.1.5 Budgeting Cost of Work

Contractor shall determine the budget of each work project and the amount of time necessary to complete to ensure (i) the costs will not exceed the Contract Limit (as defined in Section 10.1); and

(ii) the Contractor will be able to perform within the time remaining on the Contract.

7.1 Security Requirements

7.1.1 The Contractor’s employees shall be required to sign in daily at the service level security checkpoint to receive a work credential. Only employees with a valid ID will be issued a credential.

Contractor personnel may be subject to security checks when entering and leaving MSA building.

The MSA reserves the right to require Contractor personnel to be accompanied while in the premises and in areas of the CYSC deemed secure areas by MSA.

7.1.2 Contractor personnel who enter the premises of a facility under the jurisdiction of the MSA may be searched, fingerprinted (for the purpose of a criminal history background check), photographed, videotaped, and will be required to wear an identification card issued by the MSA.

7.1.3 Contractor personnel shall always display their company ID badge in a visible location while on the premises. Upon request of authorized MSA personnel, each Contractor personnel shall provide additional photo identification.

7.1.4 Contractor personnel shall not violate Md. Code Ann., Criminal Law Art. Section 9-410 through 9-417 and such other security policies of the agency that controls the facility to which the Contractor personnel seeks access.

7.1.5 Contractor personnel shall cooperate with MSA site requirements, including but not limited to, being always prepared to be escorted, and providing information for MSA badge issuance.

7.1.6 Contractor shall remove any Contractor personnel from working on the Contract where the MSA determines, in its sole discretion that Contractor personnel has not adhered to the security requirements specified herein. MSA has the right to remove from the premises any Contractor personnel that fail to adhere to MSA’s security requirements.

7.1.7 MSA reserves the right to request that the Contractor submit proof of employment authorization of non-United States Citizens, prior to commencement of work under the Contract.

8.1 Contractor’s Personnel

8.1.1 If required by applicable State or federal law, Contractor’s personnel working at CYSC under this Contract, including any subcontractors, shall be subject to a security and/or criminal background check. Before or after award of the contract, at the sole discretion of MSA, those persons found to be unfit to work on State contracts may be excluded from work at CYSC at no additional cost to MSA.

8.1.2 Only personnel thoroughly trained and skilled in the tasks assigned to them may be employed for any portion of the work. Any Contractor personnel found to be unskilled or untrained may be removed.

8.1.3 When municipal, county, State or federal laws require that certain personnel be licensed, then all such Contractor personnel, including subcontractors, employed by or under contract with the Contractor for this Contract shall be so licensed.

8.1.4 If the MSA in its sole discretion determines that any employee, including a subcontractor is not performing satisfactorily, MSA shall have the right to direct that Contractor to replace the individual(s).

8.1.5 MSA reserves the right to request that the Contractor submit proof of employment authorization of non-United States Citizens, prior to commencement of work under the Contract.

8.1.6 MSA reserves the right to perform any work included in the Scope of Work under this Contract either itself or by a third party engaged by MSA.

9.1 Period of Performance.

9.1.1 The term of this Contract begins on the earlier to occur of: (a) the issuance of a Notice to

Proceed; or (b) the date the Contract is signed by the Executive Director, following any required approvals of the Contract, including approval by the Authority, if such approval is required. The Contract shall terminate upon completion and acceptance of the work or the contract term set forth in the IFB, whichever the case may be.

9.1.2 Audit, confidentiality, document retention, and indemnification obligations under this

Contract shall survive expiration or termination of the Contract.

10.1 Consideration and Payment

10.1.1 (a) In consideration of the satisfactory performance of the work set forth in this Contract, the

MSA shall pay the Contractor in accordance with the terms of herein and at the prices quoted on the Bid Form (as amended or modified by the BAFO, if applicable)(Attachment B). Unless modified by mutual agreement in accordance with Section 3.1, payment to the Contractor, shall not exceed $ (the “Contract Limit”).

(b) Contractor shall notify the Contract Monitor in writing no less than sixty (60) days before the Contract Limit will be met. Once the Contract Limit is met, if MSA has not agreed to a Contract modification to increase the Contract Limit, then, subject to (c) below, the Contractor shall have no further obligation to perform under the Contract.

(c) For any work that is already in progress, the Contractor shall consult with MSA and establish an action plan to complete the work without exceeding the Contract Limit and in the time remaining under the Contract.

10.1.2 Invoicing

All invoices and required supporting documents must be submitted to Invoices@mdstad.com, or will not be accepted.

The Contractor must submit invoices for properly performed services on a monthly basis during the contract period. Failure to submit an invoice in a timely manner (within 30 days) may result in delay of payment or stoppage of work.

The following are the requirements when submitting an invoice:

a) Cover invoice must contain

- Contractor’s company name and address

- Remittance address

- complete Contractor’s FEIN or social security number (if it’s a sole proprietorship)

- MSA Contract Number

- Purchase Order Number

- MSA Location Name (street address)

- Invoice Number

- Invoice Date

- Invoice Period

- Amount Due (broken down into the unit as indicated on the Bid Form)

- Work Order Number(s)

b) All of MSA signed daily work tickets by Contractor Monitor or representative (refer to

IFB for sample of MSA Contractor Daily Work Ticket)

c) All material receipts, if there are any material charges.

d) All MSA signed Subcontractor daily work tickets and receipts, if any work is subcontracted.

10.1.3 MSA shall not compensate the Contractor for travel time to and from the sites nor for return visits to correct deficiencies in the Contractor’s work.

10.1.4 Undisputed invoices will be processed within thirty (30) days of receipt by MSA’s Accounts Payable Office. Please keep in mind that Maryland Stadium Authority is exempt from Maryland Sales and Use Taxes, therefore taxes shall not be added to the invoices.

10.1.5 Disputed Invoices

Any billings being disputed by MSA must be resolved within 45 days. If vendor fails to respond to MSA’s communications and reminders, MSA will process the invoice based on the following cases:

mailto:Invoices@mdstad.com mailto:Invoices@mdstad.com

a. If the dispute results a mark down of the invoiced amount, MSA will mark down the invoice and proceed with payment process;

b. If the dispute results to an increase in the invoiced amount, MSA will pay invoice as billed (the vendor can later on bill for the remaining amount no later than 45 days and will use the same Invoice number with “R” suffix);

c. If the dispute is a result of the vendor not submitting correct receipts for material charges or subcontractor labor, MSA will only pay for fully documented costs.

Contractor can submit a revised invoice with the actual amount owed to them with supporting documents.

d. If the dispute is a result of not submitting properly signed daily work tickets, only fully documented labor cost will be paid. Contractor can submit a revised invoice with the actual amount owed to them with supporting documents.

10.1.6 Invoice number on the billing should not be changed (only additional suffix “R”). If the Contractor needs to submit a revised invoice, Contractor shall reference the original invoice number.

10.1.7 Contractor may check the status of payment by registering on the General Accounting Division of the Comptroller's website at http://compnet.comp.state.md.us/General Accounting Division.

10.1.8 If Contractor fails to find any payment status in the Comptroller's website, Contractor may fill out the request form at www.mdstad.com under “Doing Business: Accounts Payable”.

Accounting will research and will respond to the Contractor.

10.2 State Payment Provisions

10.2.1 (a) In addition to any other information required by the Contract Monitor, the Contractor’s invoices shall include a tax-payer identification number and contract identification number.

(b) Payments to the Contractor pursuant to this Contract and which are not in dispute shall be made no later than thirty (30) days after Contract Monitor’s receipt of a proper invoice from the Contractor.

(c) Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, or by the Public Service Commission of Maryland with respect to regulated public utilities as applicable, are prohibited.

(d) Electronic funds transfer shall be used by the State to pay Contractor pursuant to this Contract and any other State payments due Contractor unless the State Comptroller’s Office grants Contractor an exemption.

(e) In addition to any other available remedies, if, in the opinion of the Contract Monitor, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer.

http://compnet.comp.state.md.us/General http://compnet.comp.state.md.us/General http://www.mdstad.com/ http://www.mdstad.com/

10.2.2 Payment of an invoice by the MSA is not evidence that services were rendered as required under this Contract.

10.3 Material Mark-up

10.3.1 MSA will specify materials and reimburse the Contractor at cost plus 15% (to include specialty equipment rental but excluding equipment insurance coverage). Contractor must present a receipt evidencing the actual cost. All subcontracted work and materials by the Contractor will be reimbursed at cost plus 10%. The subcontractor must present a receipt to the Contractor showing the actual cost of the work and materials.

11.1 Retention of Records

The Contractor shall retain and maintain all records and documents relating to this Contract for three

(3) years after final payment by the MSA hereunder or any applicable statute of limitations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of MSA, including the Project Manager or designee, at all reasonable times. This Section 11.1 shall survive expiration or termination of the Contract.

11.2 Disputes

11.2.1 Except as otherwise may be provided by law, all disputes arising under or as a result of a breach of this contract that are not disposed of by mutual agreement shall be resolved in accordance with this clause.

11.2.2 As used herein, "claim" means a written demand or assertion by one of the parties seeking, as a legal right, the payment of money, adjustment or interpretation of contract terms, or other relief, arising under or relating to this contract. A voucher, invoice, or request for payment that is not in dispute when submitted is not a claim under this clause. However, if the submission subsequently is not acted upon in a reasonable time, or is disputed as to liability or amount, it may be converted to a claim for the purpose of this clause.

11.2.3 A claim shall be made in writing and submitted to the Procurement Officer for decision within thirty days of when the basis of the claim was known or should have been known, whichever is earlier.

11.2.4 When a claim cannot be resolved by mutual agreement, the Contractor shall submit a written request for final decision to the Procurement Officer. The written request shall set forth all the facts surrounding the controversy.

11.2.5 The Contractor, at the discretion of the Procurement Officer, may be afforded an opportunity to be heard and to offer evidence in support of his claim.

11.2.6 The Procurement Officer shall render a written decision on all claims within 30 days of receipt of the Contractor's written claim, unless the Procurement Officer determines that a longer period is necessary to resolve the claim. If a decision is not issued within 180 days, the Procurement Officer shall notify the Contractor of the time within which a decision shall be rendered and the reasons for such time extension. The decision shall be furnished to the Contractor, by certified mail, return receipt requested, or by any other method that provides evidence of receipt. The Procurement Officer's decision shall be deemed the final action of the MSA.

11.2.7 The Procurement Officer's decision shall be final and conclusive without prejudice to the rights of the Contractor to institute suit after completion of the Work in a court of competent jurisdiction for losses incurred by Contractor as a result of the procurement officer’s decision.

Contractor hereby waives any rights that he may have at any time to institute suit or file other claims or causes of action, at law or in equity, prior to completing all of the Work under the Contract Documents.

11.2.8 Pending resolution of a claim, the contractor shall proceed diligently with the performance of the contract in accordance with the Procurement Officer's decision.

11.3 General State Terms

11.3.1 Applicable Law. The provisions of this Contract shall be governed by the laws of the State of Maryland and the parties hereto expressly agree that the courts of the State of Maryland shall have jurisdiction to decide any question arising hereunder after all administrative remedies, if any, have been exhausted.

11.3.2 Amendment. This Contract may be amended by and only by an instrument executed and delivered by each party hereto.

11.3.3 Assignment. (a) This Contract may not be assigned by either Party, in whole or in part without the written consent of the other; provided however, that MSA may assign any or all of its rights under this Contract to the State of Maryland, or any agency or department thereof. The Contractor shall notify MSA immediately in writing of any significant changes in its ownership or organization or in the ownership or organization of any of the joint venturers comprising the Contractor. (b) The Contractor may assign its rights to monies receivable under this Contract after due notice to the MSA and subject to the requirements and consent of the State Treasurer’s Office.

11.3.4 Incorporation by Reference. All terms and conditions and any changes thereto, are made a part of this Contract.

11.3.5 Non-Hiring of Employees. No official or employee of the State as defined in State Government Article § 15-102, Annotated Code of Maryland, whose duties as such official or employee include matters relating to or affecting the subject matter of this Contract shall, during the pendency or term of this Contract and while serving as an official or employee of the State, become or be an employee of the Contractor or any entity that is a subcontractor on this Contract.

11.3.6 Articles and Headings. The Article and Section headings contained in this Contract are solely for convenience of reference and shall not affect the meaning or interpretation of this Contract or provision thereof.

11.3.7 Public Officials Not Personally Liable. In carrying out any of the provisions of this Contract, or in exercising any power or authority granted to them by or within the scope of this Contract, there shall be no personal liability upon the members of the MSA or any employees or representatives of the MSA, either personally or as official of the State, it being understood that in all such matters they act solely as agents and representatives of the MSAs.

11.4 Non-Discrimination Provisions

11.4.1 Nondiscrimination in Employment. Contractor agrees not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry, or physical or mental handicap unrelated in nature and extent so as reasonably to preclude the performance of such employment and to post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause.

11.4.2 Commercial Nondiscrimination.

(a) As a condition of entering into this Contract, the company represents and warrants that it will comply with the State’s Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland. As part of such compliance, the company may not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall the company retaliate against any person for reporting instances of such discrimination.

The company shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the marketplace. The company understands and agrees that a material violation of this clause shall be considered a material breach of this Contract and may result in termination of this Contract, disqualification of the company from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

(b) As a condition of entering into this Contract, upon the request of the Commission on Civil Rights, and only after the filing of a complaint against the company under Title 19 of the State Finance and Procurement Article, as amended from time to time, the company agrees to: provide to the State within 60 days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the company has used in the past 4 years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by the contractor on each subcontract or supply contract. The company further agrees to cooperate in any investigation conducted by the State pursuant to the State’s Commercial Nondiscrimination Policy as set forth under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland; and to provide any documents relevant to any investigation that is requested by the State.

(c) The company understands and agrees that violation of this clause shall be considered a material breach of this Contract and may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.

11.5 Disclosures and Ethics

11.5.1 Financial Disclosure. Contractor shall comply with State Finance and Procurement Article, §13-221, Annotated Code of Maryland, which requires that every business that enters into contracts, leases or other agreements with the State and receives in the aggregate $200,000 or more during a calendar year shall, within 30 days of the time when the $200,000 is reached, file with the Secretary of State certain specified information to include disclosure of beneficial ownership of the business.

11.5.2 Statement of Political Contributions. Contractor shall comply with the Election Law Article, Title 14 Subtitle 1, Md. Code Ann., which requires that a person doing public business with the State, shall file a statement with the State Board of Elections as provided in section 14-104. Generally, this applies to every person that enters into contracts, leases, or other agreements with the State of Maryland or a political subdivision of the State, including its agencies, during a calendar year in which the person receives in the aggregate $200,000 or more, shall file with the State Board of Election a statement disclosing contributions in excess of $500 made during the reporting period to a candidate for elective office in any primary or general election.

11.5.3 Anti-Bribery. Contractor warrants that neither it nor any of its officers, directors, or partners nor any of its employees who are directly involved in obtaining or performing contracts with any public body has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the federal government or has engaged in conduct since July 1, 1977, which would constitute bribery, attempted bribery, or conspiracy to bribe under the laws of any state or the federal government.

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

11.6 Subject to Appropriations

11.6.1 If funds are not appropriated or otherwise made available to MSA to support continuation in any fiscal year succeeding the first fiscal year, this Contract shall terminate automatically as of the beginning of the fiscal year for which funds are not available; provided, however, that this will not affect either party’s rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Contractor and the MSA from future performance of this Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any non-recurring costs incurred but not amortized in the price of this Contract. The MSA shall notify the Contractor as soon as it has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond the first. Contractor may not recover anticipatory profits or costs incurred after termination.

11.7 Drug and Alcohol Free Workplace

11.7.1 The Contractor warrants that the Contractor shall comply with COMAR 21.11.08 Drug and Alcohol Free Workplace, and that the Contractor shall remain in compliance throughout the term of this Contract.

11.8 Indemnification

11.8.1 Contractor shall be responsible for, and shall defend, indemnify and hold harmless the State of Maryland, MSA, the Baltimore Orioles Limited Partnership (“Orioles”) and/or the Baltimore Ravens Limited Partnership (“Ravens”), and their members, officers, agents, and employees against and from and against any and all losses, damages, claims, suits, actions, liabilities, and/or expenses, including, without limitation, attorneys’ fees and disbursements of any character that arise from, are in connection with or are attributable to the performance or nonperformance of the Contractor or its subcontractors under this Contract. The foregoing shall not apply to the gross negligence or willful misconduct of MSA pursuant to the Maryland Tort Claims Act, State Government Article -Title 12 subtitle 1. This indemnification clause shall not be construed to mean that the Contractor shall indemnify against liability for any losses, damages, claims, suits, actions, liabilities, and/or expenses that are attributable to the sole negligence of the Orioles or the Ravens and their respective employees.

11.8.2 Neither the State nor MSA shall assume any obligation to indemnify, hold harmless, or pay attorneys' fees that may arise from or in any way be associated with the performance of this Contractor.

11.8.3 MSA has no obligation for the payment of any judgments or the settlement of any claims against the Contractor or its subcontractors as a result of or relating to the Contractor’s performance under this Contract.

11.8.4 The Contractor shall immediately notify the Procurement Officer of any claim or suit made or filed against the Contractor or its subcontractors regarding any matter resulting from, or relating to, the Contractor’s obligations under the Contract, and will cooperate, assist, and consult with the MSA in the defense or investigation of any claim, suit, or action made or filed against the MSA as a result of, or relating to, the Contractor’s performance under this Contract.

11.8.4 This Section 11.8 shall survive termination of this Contract.

11.9 Governmental Immunities

11.9.1 Nothing in the preceding provision, or in any other term or provision in this Contract, shall waive, limit, or otherwise affect in any way the limitations, immunities or notice requirements applicable to claims against MSA as unit of the State of Maryland.

11.10 Tax Exemption

11.10.1 MSA is generally exempt from Federal excise taxes, Maryland sales and use taxes and District of Columbia sales taxes and transportation taxes. Exemption certificates shall be completed upon request. This exemption does not apply to any sale of tangible personal property, otherwise taxable, where a contractor is required to use, furnish, and install material to be used under a contract with the MSA for construction, repair, or alteration of real property.

11.11 Tort Claims Acts

11.11.1 Contractor agrees for itself and for its insurers, that neither Contractor nor its insurers may raise or use any governmental immunity from or limitation of liability for torts (including under the Maryland Tort Claims Act and/or the Maryland Local Government Tort Claims Act) in the adjustment of claims or in the defense of suits against MSA or Client, unless requested by MSA.

11.12 Independent Contractor Status

11.12.1 The Contractor is an independent Contractor and neither the Contractor nor its employees, agents or representatives shall be considered employees, agents or representative of the State or of MSA. Nothing contained in this Contract is intended or should be construed as creating the relationship of co-partners, joint venturers or an association between the State or MSA and the Contractor.

11.13 No Arbitration

11.13.1 No Arbitration: No dispute or controversy under this Contract shall be subject to binding arbitration.

11.14 Approvals

11.14.1 This Contract shall not be effective until all required approvals of the Maryland Stadium Authority Board and the State of Maryland Board of Public Works (if required) have been obtained. No Work shall be commenced hereunder until MSA notifies the Contractor that such approvals have been obtained.

11.15 No Third Party Beneficiaries

11.15.1 Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either MSA or the Contractor. There are no intended third party beneficiaries of this Contract.

11.16 Public Officials Not Personally Liable

11.16.1 In carrying out any of the provisions of this Contract, or in exercising any power or authority granted to them by or within the scope of this Contract, there shall be no personal liability upon the members of the MSA or any employees or representatives of the MSA, either personally or as official of the State, it being understood that in all such matters they act solely as agents and representatives of the MSAs.

11.17 Time of the Essence

11.17.1 Time is of the essence in the performance of the obligations of the Contractor under

11.18 Rights to Records

11.18.1 The Contractor agrees that all documents and materials including, but not limited to software, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, mechanical, artwork, computations, and data prepared by the Contractor for purposes of this Contract shall be the sole property of the MSA and shall be available to the MSA at any time.

The MSA shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

11.18.2 The Contractor agrees that at all times during the term of this Contract and thereafter, works created as a deliverable under this Contract, and services performed under this Contract shall be “works made for hire” as that term is interpreted under U.S. copyright law. To the extent that any products created as a deliverable under this Contract are not works made for hire for the State, the Contractor hereby relinquishes, transfers, and assigns to the State all of its rights, title, and interest (including all intellectual property rights) to all such products created under this Contract, and will cooperate reasonably with the State in effectuating and registering any necessary assignments.

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

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

11.18.5 Upon termination of the Contract, the Contractor, at its own expense, shall deliver any equipment, software or other property provided by the MSA to the place designated by the Procurement Officer.

11.19 Exclusive Use

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

11.20 Patents, Copyrights, and Intellectual Property

11.20.1 If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent, trademark or service mark, or copyright or which is proprietary to, or a trade secret of, another, the Contractor shall obtain the necessary permission or license to permit the MSA to use such item or items.

11.20.2 The Contractor will defend or settle, at its own expense, any claim or suit against the MSA alleging that any such item furnished by the Contractor infringes any patent, trademark, service mark, copyright, or trade secret. If a third party claims that a product infringes that party’s patent, trademark, service mark, trade secret, or copyright, the Contractor will defend the MSA against that claim at Contractor’s expense and will pay all damages, costs, and attorneys’ fees that a court finally awards, provided the MSA: (a) promptly notifies the Contractor in writing of the claim; and (b) allows Contractor to control and cooperates with Contractor in, the defense and any related settlement negotiations. The obligations of this paragraph are in addition to those stated in Section 11.20.3 below.

11.20.3 If any products furnished by the Contractor become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement, the Contractor will, at its option and expense:

(a) procure for the MSA the right to continue using the applicable item; (b) replace the product with a non-infringing product substantially complying with the item’s specifications; or (c) modify the item so that it becomes non-infringing and performs in a substantially similar manner to the original item.

11.21. Confidential or Proprietary Information and Documentation

11.21.1 Subject to the Maryland Public Information Act and any other applicable laws including, without limitation, HIPAA, the HI-TECH ACT, and the Maryland Medical Records Act and the implementation of regulations promulgated pursuant thereto, all confidential or proprietary information and documentation relating to either party (including without limitation, any information or data stored within the Contractor’s computer systems) shall be held in absolute confidence by the other party. Each party shall, however, be permitted to disclose relevant confidential information to its officers, agents, and employees to the extent that such disclosure is necessary for the performance of their duties under this Contract, provided that the data may be collected, used, disclosed, stored, and disseminated only as provided by and consistent with the law. The provisions of this section shall not apply to information that: (a) is lawfully in the public domain; (b) has been independently developed by the other party without violation of this Contract; (c) was already in the possession of such party; (d) was supplied to such party by a third party lawfully in possession thereof and legally permitted to further disclose the information; or (e) which such party is required to disclose by law.

11.21.2 This Section 11.21 shall survive expiration or termination of this Contract.

11.22 Loss of Data

11.22.1 In the event of loss of any MSA data or records where such loss is due to the intentional act or omission or negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Contract Monitor. The Contractor shall ensure that all data is backed up and recoverable by the Contractor.

Contractor shall use its best efforts to assure that at no time shall any actions undertaken by the Contractor under this Contract (or any failures to act when Contractor has a duty to act) damage or create any vulnerabilities in data bases, systems, platforms, and/or applications with which the Contractor is working hereunder.

11.23 Delays and Extensions of Time

11.23.1 The Contractor agrees to prosecute the work continuously and diligently. Except as provided for in Section 3.1 herein, no charges or claims for damages shall be made by it for any delays, interruptions, interferences, or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract.

11.23.2 Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to, acts of God, acts of the public enemy, acts of MSA in either its sovereign or contractual capacity, acts of another Contractor in the performance of a contract with the MSA, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either the Contractor or the subcontractors or suppliers.

11.24 Suspension of Work

11.24.1 The MSA unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of its performance for such period of time as the Procurement Officer may determine to be appropriate for the convenience of the MSA.

11.25. Pre-Existing Regulations

11.25.1 MSA Procurement Policies and Procedures in effect and regulations set forth in COMAR Title 21 applicable to this contract at the time of its execution shall apply to this contract, subject to amendments to the Policies and Regulations notwithstanding.

11.26. Compliance with Laws

The Contractor hereby represents and warrants that:

11.26.1 It is qualified to do business in the State and that it will take such action as, from time to time hereafter, may be necessary to remain so qualified;

11.26..2 It is not in arrears with respect to the payment of any monies due and owing the State, or any MSA or unit thereof, including but not limited to the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of this Contract;

11.26.3 It shall comply with all federal, State and local laws, regulations, and ordinances applicable to its activities and obligations under this Contract; and

11.26.4 It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of its obligations under this Contract.

11.27. Cost and Price Certification

(a) By submitting cost or price information, the Contractor certifies to the best of its knowledge that the information submitted is accurate, complete, and current as of the date of its Bid/Proposal.

(b) The price under this Contract and any change order or modification hereunder, including profit or fee, shall be adjusted to exclude any significant price increases occurring because the Contractor furnished cost or price information which, as of the date of its Bid/Proposal, was inaccurate, incomplete, or not current.

11.28. Subcontracting

11.28.1 The Contractor may not subcontract any portion of the services provided under this Contract without obtaining the prior written approval of the Contract Administrator and/or Contract Monitor. Any subcontracts shall include such language as may be required in various clauses contained within this Contract, exhibits, and attachments. The MSA shall not be responsible for fulfillment of the Contractor’s obligations to its subcontractors.

11.29 Limitation of Liability

11.29.1For breach of this Contract, negligence, misrepresentation, or any other contract or tort claim, Contractor shall be liable as follows:

(a). For infringement of patents, copyrights, trademarks, service marks, and/or trade secrets, as provided in Section 11.20 of this Contract;

(b) Without limitation for damages for bodily injury (including death) and damage to real property and tangible personal property; and

(c) For all other claims, damages, losses, costs, expenses, suits, or actions in any way related to this Contract, regardless of the form. Contractor’s liability for third party claims arising under Section 11.8 of this Contract shall be unlimited if the MSA is not immune from liability for claims arising under Section 11.8.

11.29.2 In no event shall the existence of a subcontract operate to release or reduce the liability of Contractor hereunder. For purposes of this Contract, Contractor agrees that all subcontractors are agents of Contractor and Contractor is responsible for performance of the services and compliance with the relevant obligations hereunder by its subcontractors.

11.30 Estimated Quantities

11.30.1 Unless specifically indicated otherwise in the solicitation or other controlling documents related to the Scope of Work, any sample amounts provided are estimates only and the MSA does not guarantee a minimum or maximum number of units or usage in the performance of

11.31 Prompt Pay Requirements

11.31.1If the Contractor withholds payment of an undisputed amount to its subcontractor, the MSA, at its option and in its sole discretion, may take one or more of the following actions:

(a) Not process further payments to the contractor until payment to the subcontractor is verified;

(b) Suspend all or some of the contract work without affecting the completion date(s) for the contract work;

(c) Pay or cause payment of the undisputed amount to the subcontractor from monies otherwise due or that may become due;

(d) Place a payment for an undisputed amount in an interest-bearing escrow account; or

(e) Take other or further actions as appropriate to resolve the…