Additional_Terms_and_Conditions.pdf

SPRINGFIELD HOSPITAL CENTER SERVICE CONTRACT

ADDITIONAL TERMS AND CONDITIONS

1. PARTIES TO THE CONTRACT

The contract is between the State of Maryland, sometimes referred to as owner, and the contractor who is the successful bidder.

2. SCOPE OF WORK

The contractor shall furnish all labor, materials, equipment, and vehicles, and shall perform all operations required in order to complete the total work in accordance with the specifications, drawings, applicable codes and Federal and State laws and regulations.

3. CHANGES

This contract may be amended only with the written consent of both parties. Amendments may not change significantly the scope of the contract (including the contract price).

4. PAYMENTS TO THE CONTRACTOR

A. The contractor shall render an invoice to the owner upon the satisfactory completion of the work or monthly, if appropriate.

B. If monthly billing is used, at the end of each calendar month, the contractor shall render an invoice in triplicate to the owner for work done during the month, unless otherwise specified in the Detailed Specifications.

C. All invoices must be sent either to dlspringfield-finance_mdh@maryland.gov or in triplicate to

Accounts Payable at:

Attn: Accounts Payable

Springfield Hospital Center

6655 Sykesville Road

Sykesville, MD 21784

D. All invoices must be on the contractor’s letterhead, must be signed and dated, and must include the following:

a. The contractor’s name and mailing address

b. The contractor’s Federal Tax Identification or Social Security Number

c. The State assigned Contract Control Number

d. The State assigned blanket purchase order number

e. The goods and services provided

f. The time period covered by the invoice

g. The amount of requested payment, and

h. Documentation to support invoice requested amount mailto:dlspringfield-finance_mdh@maryland.gov

5. NON-DISCRIMINATION

The contractor shall comply with the non-discrimination provisions of Federal and Maryland law.

6. CONTRACT AWARD

Award of this contract will be based on the most favorable bid price or evaluated bid price, or most advantageous offer, as specified in the Solicitation.

7. DISPUTES

Disputes arising under this contract shall be governed by the Annotated Code of Maryland

(Administrative and Civil Remedies) and by State Finance and Procurement Article Title 15, Subtitle

2, Part III and by Title 21, Subtitle 10 of the Code of Maryland Regulations. While a dispute is being resolved, the Contractor shall continue to perform this contract, as directed by the Procurement

Coordinator.

8. MARYLAND LAW PREVAILS

The law of Maryland shall govern the interpretation and enforcement of this contract.

9. MANDATORY FINANCIAL DISCLOSURE

Contractors and vendors providing materials, equipment, supplies or services to the State of Maryland herewith agree to comply with article 41, Section 89A of the Annotated Code of Maryland which requires that every business that enters into contracts, leases or other agreements with the State and received in the aggregate $100,000 or more during a calendar year shall, within 30 days of the time when

$100,000 is reached, file with the Secretary of State a list containing the names and addresses of its resident agent, each of its officers, and any individual who is beneficial owner of 5 percent or more of the contracting business.

10. CONTINGENT FEES

Contractors and vendors providing materials, supplies, equipment or services to the State herewith declare and affirm that neither the firm nor any of its representatives has employed retained, or otherwise engaged for a commission, percentage, brokerage, contingent fee, or other consideration, agreed as an express or implied condition for obtaining this contract, to employ or retain the services of any person, partnership, corporation, or other entity, or paid or agreed to pay to any person, partnership, corporation or other entity other than a bona-fide employee or agency working solely for this firm any connection with soliciting, securing, procuring, or carrying out of this contract.

11. DURATION OF CONTRACT (Service Contracts only)

A. If the term of this contract specified in Article 2 of the Contract is three (3) years, the project will be re-bid at the end of the term.

B. If the term of the contract specified in paragraph A above is one (1) year (or less), and the

Detailed Specifications provides for renewal for not more than two (2) additional fiscal periods unless canceled at the end of any such year by written notice unilaterally from the State at least thirty (30) days prior to the anniversary date of any such year.

12. MULTI-YEAR CONTRACTS

If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year of a multi-year contract, this contract shall be terminated automatically as of the beginning of the fiscal year for which funds are not available. The contractor is not entitled to recover any anticipatory profits or incurred after termination.

13. ANTI-BRIBERY

The contractor certifies that to the contractor’s best knowledge, neither the contractor, nor (if the contractor is a corporation or partnership) any of its officers, directors, or partners; nor any employee of the contractor who is directly involved in obtaining contracts with the State or with any county, city, or other subdivision of the State, has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.

14. DEBARMENT AFFIRMATION

The contractor certifies that to the contractor’s best knowledge, neither the contractor, nor (if the contractor is a corporation or partnership) any of its officers, directors, or partners; nor any employee of the contractor who is directly involved in obtaining contracts with the State or with any County, City, or other subdivision of the State, has been convicted of any offense which constitutes grounds for suspension and debarment set forth in COMAR 21.09.04.04B(1) - (3), and that he has not engaged in collusion in the bidding on the contract.

15. TERMINATION FOR DEFAULT

If the contractor does not fulfill obligations under this contract or violates any provision of the contract, the State may terminate the contract by giving the contractor written notice of termination.

Termination under this paragraph does not relieve the contractor from liability for any damages caused to the State.

16. ARREARAGE

By submitting a response to this Solicitation, a vendor shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the State of Maryland, including payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the contract if solicited for contract award.

17. TERMINATION FOR CONVENIENCE

The State may terminate this contract, in whole or in part, without showing cause upon giving prior written notice to the contractor specifying the extent and effective date of termination. The State shall pay all reasonable costs associated with this contract that the contractor has incurred up to the date of termination and all reasonable costs associated with termination of the contract. However, the contractor may not be reimbursed for any anticipatory profits which have not been earned up to the date of termination.

18. TAX EXEMPTION

The State is generally exempt from Federal Excise Taxes, Maryland Sales and Use Taxes, District of

Columbia Sales Taxes and Transportation Taxes. Exemption certificates shall be completed upon request. Where a contractor is required to furnish and shall install material in the construction or improvement of real property in performance of a contract, the contractor shall pay the Maryland

Sales Tax and the exemption does not apply.

19. CONFLICT OF INTEREST LAW

It is unlawful for any State officer, employee, or agent to participate personally in his/her official capacity through decision, approval, disapproval, recommendation, advice, or investigation in any contract or other matter in which he, his spouse, parent, minor child, brother, or sister has a financial interest or to which any firm, corporation, association, or other organization in which he/she has a financial interest or in which he/she is serving as an officer, director, trustee, partner, or employee, or any person or organization with whom he/she is negotiating or has any arrangement concerning prospective employment, is a part, unless such officer, employee, or agent has previously complied with the provisions of Article 40A, Section 101 et seq., of the Annotated Code of Maryland.

20. EPA COMPLIANCE

Materials, supplies, equipment or services shall comply in all respects with the Federal Noise

Control Act of 1972, where applicable.

21. OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.) AND (MOSHA)

The materials, supplies, equipment, or services required by this contract shall comply with the applicable U.S. and Maryland Occupational Safety and Health Act Standards.

22. PUBLIC INFORMATION ACT NOTICE

Bidders should give specific attention to the identification of those portions of their proposals which they deem to be confidential, proprietary information or trade secrets and provide any justification of why such materials, upon request, should not be disclosed by the State under the Maryland Public

Information Act, Article 76A, Section 1 through 5 of the Annotated Code of Maryland.

23. CONTRACTOR’S SUBMISSION

The contractor’s quoted price submitted in the Agreement is irrevocable for ninety (90) days following the bid date.

24. PERMITS, FEES, AND CERTIFICATES

A. The contractor will not be required to pay any fees to local authorities for inspection or for the privilege or right to execute the work.

B. The contractor shall comply with the provisions of the Workmen’s

Compensation Act.

C. If the contract requires electrical work, a certificate of electrical inspection from an independent

(non-governmental) electrical inspection agency approved by the State of Maryland Fire Marshal shall be submitted to the Procurement Coordinator prior to or with final payment invoice. The

Contractor shall make application for the inspection, coordinate same, and pay the required inspection fees.

25. APPROVALS AND SUBSTITUTIONS

Wherever the phrases “or approved equal” or “or approved substitute” appear, it is intended that the

Contractor furnish the exact type and make of equipment or appliance specified. Otherwise, the contractor shall first demonstrate the unavailability and obtain a written approval from the authorized representative of the State before making a substitution.

26. CONTRACTOR-STATE COOPERATION

A. Before any of the work shall begin, the contractor shall confer with the State’s representative at the site and agree on times, a sequence of procedure, means of access to the premises, space for storage of materials and equipment, use of approaches, use of facilities, etc.

B. If it becomes necessary to perform work on days or at times other than those indicated above or on holidays, special permission must be obtained in advance from the State’s representative in writing.

C. State holidays shall be observed by the contractor and shall include:

New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Day, and all other additional days authorized by the Governor, plus official general election holidays.

27. MAINTENANCE MANUALS AND TESTS

Upon completion of the work, new systems and equipment shall carefully be tested by the contractor for actual operation and the various pieces of equipment shall be made to function as intended. The contractor shall furnish an operation and maintenance manual for each piece of equipment or each system as applicable.

28. INSPECTION OF PREMISES

Bidders must inspect the premises prior to submitting their Agreement in order to be fully aware of the scope of services required. Failure to do so will not relieve the successful bidder from performing in accordance with the strict intent and meaning of the specifications without additional cost to the State of Maryland.

29. INSPECTION BY OWNER

The owner may provide for inspection, at any time, of any part of the contractor’s work, and of any of the materials, supplies, or equipment that the contractor may have on hand or in the building. The contractor shall provide adequate cooperation with any inspector assigned by the owner to permit him to determine the contractor’s conformity with these specifications and the adequacy of the work being performed.

30. LOCAL CONDITIONS COVERING WORK

The contractor shall cooperate with those in authority on the premises to prevent the entrance and exit of all workmen and/or others whose presence is forbidden or undesirable and in bringing, storing, or removal of all materials and equipment, to observe all rules and regulations in force on the grounds, to avoid unnecessary dust, or accumulated debris or the undue interference with the convenience, sanitation, or routine of the State and to prevent the loss of, or damage to the property of the State, and/or its employees. The contractor shall repair any and all damages he/she may cause to the building or property, to the full satisfaction of the State of Maryland.

31. CONTRACTOR’S LIABILITY INSURANCE

A. Responsibility for Damage Claims

The contractor shall indemnify and save harmless and defend the State and all of its representatives from all suits, actions, or claims, of any character brought on account of any injuries or damages sustained by any person or property in consequence of any work performed under this contract either by the contractor or any subcontractor, or their employees, agents, or representatives.

B. Liability Insurance

1. The contractor and its subcontractors shall maintain such insurance as will protect him from claims under Workmen’s Compensation Act and the Federal Employers Liability Act by coverage with insurance companies or by methods acceptable to the State Insurance

Commissioner and by no other method, for damages which may arise from operations under this contract, whether such operations be by the contractor or by any subcontractor or anyone directly or indirectly employed by either of them.

2. The Contractor shall protect himself and the State from any claims from Bodily Injury, Liability, and Property Damage Liability.

3. The limits for Bodily Injury Liability shall be not less than $1,000,000/$3,000,000; that is, $1,000,000 is the limit for injury per occurrence and $3,000,000 in the aggregate. The minimum limit for Property Damage Liability shall be $1,000,000 per occurrence and

$3,000,000 for aggregate.

4. The above policies for Bodily Injury and Property Damage Liability Insurance shall be so written as to include Contingent bodily Injury and Property Damage Liability Insurance to protect the contractor against claims from the operations of subcontractors.

5. Certificates of the contractor’s insurance containing evidence of the Hold Harmless Clause protecting the State of Maryland shall be filed with the Procurement Coordinator and shall be subject to the approval of the Procurement Coordinator for adequacy of protection. No work shall be started at the site until appropriate certificates of insurance are filed and approved by the Procurement Coordinator.

32. FIRE AND EXTENDED COVERAGE INSURANCE

A. The contractor shall carry, at his own expense, Builders Risk Insurance for the contract amount, insuring against the perils of Fire, Lightning, Extended Coverage, vandalism, and Malicious

Mischief, subject only to the minimum standard deductibles currently filed by the Insurance

Service Office with the State Insurance Department. The State will provide no coverage during the construction period.

B. The policy shall contain endorsements reading as follows:

1. This policy also covers as part of the provisional amount architect’s, engineer’s, and builder’s fees.

2. Permission is hereby granted for occupancy in whole or part, pending acceptance by the owner.

3. It is the intent of this insurance to cover specifically all the work being done under the contract between the Insurers and as to such work this policy shall be primary insurance and shall not contribute or claim contribution from any other insurance being carried, which by its terms, would also cover on the property covered hereunder in the absence of this insurance.

4. Coverage afforded under this policy will not be canceled until at least 15 days prior written notice has been given to the State of Maryland.

C. Certificates of insurance shall be submitted to the Procurement Coordinator for review and approval and shall be held by the Procurement Coordinator for the duration of the contract. The

State shall have the absolute right to terminate the contract if the policy of insurance is canceled at any time for any reason and a new policy is not obtained and approved by the Procurement

Coordinator.

D. The above insurance shall remain in full force and effect until such time as the State shall fully accept the work covered by this contract.

33. RECORD RETENTION

The contractor will maintain and retain all records and documents relating to the performance of the contract for a period of three (3) years after completion of the contractual services and will make such records available for audit and inspection by authorized State representatives.

34. RESPONSIBILITY FOR DAMAGE

A. The contractor shall repair and restore to its original condition any equipment, materials, or surfaces damaged or disturbed by his operations.

B. The contractor shall be entirely responsible for any loss or damage to his own materials, supplies, and equipment, and to the personal property of his employees while they are on State premises.

C. The contractor shall be solely responsible for any damage to the building or its contents and for any loss or damage to any property belonging to the owner or the owner’s employees when such loss or damage may be attributable to his actions or negligence or the actions of his employees.

35. RESERVED RIGHTS

The State reserves the right to reject any and all bids or to accept any bid in the interest of the people of the State of Maryland. For the same reason, the State reserves the right to waive any informality in a bid.

36. CONTRACTOR’S ON-SITE REPRESENTATIVE

The contractor is required to maintain on-site at all times when the work is in progress on this project an individual who represents the contractor, is responsible for the entire project, and can communicate in English with the State representative.

37. ASBESTOS

If at any time during the performance of work required by this contract, the contractor finds or has reason to suspect the presence of asbestos in any work area, he shall immediately notify the project inspector in writing, setting forth his observations/suspicions and request instructions. At the same time, the contractor shall withdraw all his personnel from the potentially contaminated area.

38. SECURITY PROVISIONS

All security requirements established by the Using Agency for its facility shall become a part of these specifications. It shall be the Contractor’s responsibility to comply with any special security provisions established by the Using Agency.

39. DRUG AND ALCOHOL FREE WORKPLACE

To satisfy the requirement of COMAR 21.11.08 Drug and Alcohol Free Workplace the contractor shall agree and certify that the individuals will not engage in the unlawful use of drugs or the abuse of drugs or alcohol in the performance of this contract. In addition, Springfield Hospital Center is a smoke-free campus.

40. REGULATIONS AND CODE REQUIREMENTS

All work shall conform to the requirements of the latest editions of the following codes and regulations.

A. Plumbing Code

B. Basic National Building Code (BOCA)

C. National Fire Protection Association

D. National Electrical Code

In addition, all work shall be in accordance with requirements of all local codes and regulations of authorities having jurisdiction over this work.

41. FIRE AND SAFETY GUIDELINES

Prior to commencing any of the work to be performed under this contract, the contractor shall be familiar with the Fire/Safety guidelines established for the subject facility. The contractor and the

Contractor’s subcontractors shall comply with all of the guidelines and obtain the necessary permits for any acetylene torch burning, welding, etc.

42. CLEANING-UP

The contractor shall at all times keep the construction area including storage areas used by him, free of accumulation of waste material or rubbish and prior to completion of the work remove any rubbish from the premises and all tools, scaffolding, equipment, and materials not the property of the State of Maryland. Upon completion of the project, the contractor shall leave the work and premises in a clean, neat and workmanlike condition satisfactory to the State’s representative in charge of the project.

43. WARRANTY:

Contractor shall warrant for a two-year period commencing on the date of substantial completion of the project:

A. that the work contains no faulty or imperfect material or equipment or any imperfect, careless or unskilled workmanship;

B. that the contractor shall correct, repair or remove and replace with proper work, without cost to the Hospital or the State, any work found not to be as guaranteed by this section or otherwise not in conformity with the contract and that the contractor will make good all damages caused to other work or materials in the process of complying with this section.

C. that the entire work shall be watertight and leak proof in every particular aspect.

44. INFORMATION TECHNOLOGY:

A. Contractor shall comply with and adhere to the State IT Security Policy and Standards. These policies may be revised from time to time and the contractor shall comply with all such revisions.

Updated an revised versions of the State IT Policy and Standards are available online at www.doit.maryland.gov – keyword: Security Policy.

B. The contractor shall not connect any of its own equipment to a State LAN/WAN without prior written approval by the State. The contractor stall complete all necessary paperwork as directed and coordinator with the Contract Monitor to obtain approval by the State to connect Contractor owned equipment to State LAN/WAN.

http://www.doit.maryland.gov/