Attachment 3 - JPPM All Procurements Contract Template (1).pdf

MARYLAND DEPARTMENT OF PLANNING

SERVICES PROCUREMENT CONTRACT

This agreement (the “Contract”) is made by and between the Maryland Historical Trust, an instrumentality of the State of Maryland (“MHT”) within the Maryland Department of Planning (“MDP”), a principal Department of the State of Maryland (the "State"), and __________________________ ("Contractor"), a [corporation]/limited liability company] organized and existing under the laws of ____________, qualified or registered to do business in Maryland, with a mailing address of _____________________________________________. This Contract is effective as of the date of execution by MHT (the “Effective Date”).

WHEREAS, MHT published (i) an Invitation for Bids No. FM27-10 on August 31, 2026;

and (ii) the Project Specifications titled “Septic Pump Station Repairs”, soliciting offers for the services described therein to benefit MHT (together, the “Solicitation”);

WHEREAS, Contractor submitted the winning proposal dated ______ in response to the Solicitation (the “Proposal”);

WHEREAS, MHT wishes to enter into this Contract with Contractor pursuant to which MHT will purchase and Contractor will furnish the services or products described below; and

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, MHT and Contractor hereby agree as follows:

1. Type of Contract.

This Contract shall be a firm fixed-price contract as defined in the Code of Maryland Regulations (COMAR) Section 21.06.03.02. The Contractor certifies that the compensation information set forth in Section 4 below is accurate, complete and current as of the Effective Date.

2. Scope of Work.

2.1 Contractor agrees to provide MHT with the deliverables, programs, goods, or services (the “Services”), as described in the Solicitation and the Proposal, and any amendments thereto

2.2 The Contractor shall perform the Services with that standard of care, skill, and diligence normally provided by a Contractor in the performance of services similar to the services hereunder.

2.3 The Contractor shall perform in accordance with this Contract and Exhibits A-C listed below, which are 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:

MHT Procurement Contract [Name of Contractor] [Contract Name/Dates]

Exhibit A – The Solicitation (IFB) Exhibit B – The Proposal Exhibit C – The Contract Affidavit]

3. Term.

3.1 The term of this Contract shall begin upon Contractor’s receipt of a notice to proceed and end 120 calendar days after the date of the notice to proceed, unless extended or earlier terminated pursuant to the terms of the Contract.

3.2 Renewal. This Contract is not renewable.

4. Compensation.

4.1 MHT agrees to pay Contractor a sum not to exceed _______________ ($__________________) which shall be payable in accordance with the schedule set forth in Section 4.2.

4.2 Compensation Payment Schedule. MHT shall pay Contractor upon satisfactory completion of the services and MHT’s receipt of a proper invoice.

4.3 Method of Payment; Payment of State Obligations.

4.3.1 Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the State’s receipt of a proper invoice from the Contractor as described in Section 4.4.

4.3.2 The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if:

4.3.2.1 The Contractor submits an invoice for the late payment interest within thirty (30) days after the date of the State’s payment of the amount on which the interest accrued; and

4.3.2.2 A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland.

4.3.3 The State is not liable for interest:

4.3.3.1 Accruing more than one year after the 31st day after the agency receives the proper invoice; or

4.3.3.2 On any amount representing unpaid interest. Charges for late payment of invoices are authorized only as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland.

4.3.4 Final payment under this Contract will not be made until after certification is received from the Comptroller of the State that all taxes have been paid.

4.3.5 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.

4.4 Contractor's Invoices.

4.4.1 A proper invoice shall include separate labor and parts and material costs, the contract number or purchase order number or another adequate description of the procurement contract, and any other documentation requested by MHT, and shall be satisfactory in form and content to MHT. The Contractor shall submit invoices promptly, in no event later than thirty (30) days after the date Services have been performed. All invoices shall be submitted to the Jefferson Patterson Park and Museum, ATTN: Business Manager, 10515 Mackall Road, Saint Leonard, MD 20685-2433. Electronic invoices shall be sent to jppm.accountspayable@maryland.gov with ATTN: Business Manager clearly indicated in the email.

4.4.2 Contractor agrees to include on the face of all invoices billed to MHT, Contractor’s SDAT Department Identification Number, which is:

5. Remedies; Termination.

5.1 Multi-Year Contract; Termination for Non-appropriation. The Contractor may not recover anticipatory profits or costs incurred after termination. If the State fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Contract succeeding the first fiscal period, this Contract shall be cancelled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either MHT’s rights or the Contractor's rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Contractor and the State from future performance of the 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 the Contract. MHT 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.

5.2 Termination for Default. If the Contractor fails to fulfill its obligation under this Contract properly and on time, or otherwise violates any provision of the Contract, MHT may terminate the Contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at MHT’s option, become the State’s property. MHT shall pay the Contractor fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and MHT can affirmatively collect damages. Termination hereunder, including the determination of the rights mailto:jppm.accountspayable@maryland.gov and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.

5.3 Termination for Convenience. Upon written notice to the Contractor specifying the extent and the effective date of the termination, MHT may terminate this Contract, in whole or in part, whenever MHT shall determine that such termination is in the best interest of the State. MHT shall pay all reasonable costs 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 anticipatory profits which have not been earned up to the effective date of termination.

Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.12A(2).

6. Tax Exemption.

MHT 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 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.

7. Project Specifications.

All materials, equipment, supplies or services shall conform to federal and State laws and regulations and to the Project Specifications contained in the Solicitation.

8. Delays and Extensions of Time.

8.1 The Contractor agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by it for any delays or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract.

8.2 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 the State in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the State, 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.

8.3 MHT unilaterally may order the Contractor in writing to suspend, delay, or interrupt all or any part of its performance under the Contract for such period of time as MHT may determine to be appropriate.

9. Delivery and Acceptance.

Delivery shall be made in accordance with the Solicitation. MHT reserves the right to test, sample or inspect any materials, equipment, supplies, or services delivered to determine if the Project Specifications have been met. The materials listed in the Solicitation or Proposal shall be delivered FOB to the point or points specified prior to or on the date specified in the Solicitation.

Any material that is defective or fails to meet the terms of the Solicitation including the Project Specifications shall be rejected. Rejected materials shall be promptly replaced. MHT reserves the right to purchase replacement materials in the open market. Contractors failing to promptly replace materials lawfully rejected shall be liable for any excess price paid for the replacement, plus applicable expenses, if any.

10. Non-Hiring of Officials and Employees.

No official or employee of the State, as defined under General Provisions Article, §5-101, 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 and 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. Nondiscrimination Clauses.

11.1 The Contractor shall comply with the nondiscrimination provisions of federal and State law. As a condition of entering into this Contract, Contractor 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, Contractor may not discriminate on the basis of race, color, religion, ancestry, national origin, sex, age, marital status, sexual orientation, sexual identity, genetic information or an individual’s refusal to submit to a genetic test or make available the results of a genetic test, 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 Contractor retaliate against any person for reporting instances of such discrimination. Contractor 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 this clause does not prohibit or limit lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the marketplace. Contractor understands 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 Contractor 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.

11.1.1 The Contractor shall include the provision in Section 11.1 above in all subcontracts to the Contract.

11.1.2 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 Contractor under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland, as amended from time to time, Contractor agrees to provide within 60 days after the request, a complete list of the names of all subcontractors, vendors, and suppliers that Contractor 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 Contractor on each subcontract or supply contract. Contractor 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 Annotated Code of Maryland, and to provide any documents relevant to any investigation that are requested by the State. Contractor understands that violation of this clause is a material breach of this Contract and may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.

11.2 The Contractor agrees: (a) not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, sexual orientation, gender identification, marital status, national origin, ancestry genetic information or any otherwise unlawful use of characteristics, or disability of a qualified individual with a disability unrelated in nature and extent so as to reasonably preclude the performance of the employment, or the individual’s refusal to submit to a genetic test or make available the results of a genetic test; (b) to include a provision similar to that contained in subsection (a), above, in any underlying subcontract except a subcontract for standard commercial supplies or raw materials; and (c) 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

12. Political Contribution Disclosure.

The Contractor shall comply with Election Law Article, §§14-101 - 14-108, Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State, 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 Administration Board of Elections Laws statements disclosing (a) any contributions made during the reporting period to a candidate for elective office in any primary or general election; and (b) the name of each candidate to whom one or more contributions in a cumulative amount of $500 or more were made during the reporting period. The statement shall be filed with the State Board of Elections: (a) before execution of a contract by the State, a county, a municipal corporation, or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on or before: (i) May 31, to cover the six (6) month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October

31. Additional information is available on the State Board of Elections website:

http://www.elections.state.md.us/campaign_finance/index.html.

13. Anti-Bribery.

The 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.

http://www.elections.state.md.us/campaign_finance/index.html

14. Registration.

14.1 Pursuant to §7-201 et seq. of the Corporations and Associations Article of the Annotated Code of Maryland, if required by State law, businesses not incorporated in the State shall be registered and qualified with the State Department of Assessments and Taxation, at 123 Market Place, Baltimore, Maryland 21202, before doing any interstate or intrastate business in this State.

14.2 If Contractor is a non-profit entity, Contractor certifies that

(a) it is current on its registration status with the Maryland Secretary of State at the time the Contract is signed, and will maintain this status during the Contract term; or

(b) It is an exempt organization that is complying with any filing requirements of the Maryland Secretary of State related to exempt organizations; or

(c) It is not required to register or file as an exempt organization with the Maryland Secretary of State because it does not solicit charitable contributions in Maryland.

15. Contingent Fee Prohibition.

The 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.

16. Environmental Protection Agency Compliance; Indemnity.

16.1 Materials, supplies, equipment, or Services supplied as a result of this Contract shall comply in all respects with the Federal Noise Control Act of 1972, where applicable.

16.2 Contractor shall perform all Services in compliance with all applicable federal, State, local or municipal environmental and hazardous materials laws. Contractor will not place or permit any hazardous materials on or about the project site, as described in the Solicitation, at any time. The Contractor shall indemnify and save MHT, MDP and the State harmless for all claims, causes of action, damages, costs and expenses of any nature whatsoever arising out of or resulting from the existence or alleged existence of hazardous materials attributable to the operations of the Contractor. The Contractor further covenants and agrees that, if at any time it is determined that there are hazardous materials, the existence of which is attributable to the operations of the Contractor which require collection, storage, treatment or disposal to be conducted or maintained in a specific or particular manner, the Contractor agrees to take or cause to be taken, at its sole expense, such actions as may be necessary to comply with Federal, State, local or municipal requirements for the collection, storage, treatment or disposal of all hazardous materials.

17. Occupational Safety and Health Act (OSHA).

All materials, supplies, equipment, or services supplied as a result of this Contract shall comply with the applicable U.S. and State Occupational Safety and Health Act standards.

18. Disputes.

This Contract shall be subject to the provisions of Title 15, Subtitle 2, of the State Finance and Procurement Article of the Annotated Code of Maryland and COMAR 21.10 (Administrative and Civil Remedies). Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the Contract in accordance with the Procurement Officer's decision, and as directed by the Procurement Officer identified in Section 29 below. Unless a lesser period is provided by applicable statute, regulation, or the Contract, the Contractor must file a written notice of claim with the Procurement Officer within thirty (30) days after the basis for the claim is known or should have been known, whichever is earlier. Contemporaneously with or within thirty

(30) days of the filing of a notice of claim, but no later than the date of final payment under the Contract, the Contractor must submit to the Procurement Officer its written claim containing the information specified in COMAR 21.10.04.02.

19. Maryland Law Prevails.

The provisions of this Contract shall be construed, interpreted and enforced according to the laws of Maryland.

20. Pre-existing Regulations.

In accordance with the provisions of §11-206 of the State Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth in Title 21 of the Code of Maryland Regulations (COMAR Title 21) in effect on the date of execution of this Contract are applicable to this Contract.

21. Conflicting Terms.

Any proposal containing terms and conditions in addition to or different from those set forth in this Contract, or any attempt by the Contractor to vary any of the terms of this Contract by Contractor's acceptance, shall not operate as a rejection of this Contract or of any provision of this Contract, unless such variance is in the terms of the description, quantity, price or delivery schedule, but shall be deemed a material alteration thereof, and this Contract shall be deemed acceptable by the Contractor without the additional or different terms. If this Contract is an acceptance of a prior offer by the Contractor, the acceptance is expressly conditioned upon Contractor's assent to the terms contained in this Contract. The Contractor understands and agrees that the terms and conditions of this Contract may not be waived or altered by the Contractor.

22. Contract Modifications; Scope of Contract.

22.1 This Contract, together with the exhibits attached hereto and incorporated herein by reference, represents the complete, entire, total and final Contract between MHT and the Contractor. No other understanding or representation, oral or written, regarding the subject matter of this Contract, shall be deemed to exist or to bind MHT and the Contractor hereto, and any such understanding or representation existing prior to the execution of this Contract is hereby specifically and entirely superseded by this Contract. MHT and the Contractor expressly reserve the right to amend, alter, vary, modify or waive any provision of this Contract provided that all amendments or modifications to this Contract must first be approved in writing by the Procurement Officer, subject to any additional approvals required by State law.

22.2 Any amendment or modification to the Contract must be in writing which has been duly signed by the parties to the Contract.

22.3 Amendments or modifications may not significantly change the scope of the Contract (including the Contract price).

22.4 MHT has the unilateral right to order, in writing, changes in the work within the scope of the Contract. If any change under this Section causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work, whether or not changed by the order, an equitable adjustment in the Contract price shall be made and the Contract modified in writing accordingly. The Contractor must assert in writing its right to an adjustment under this Section within thirty (30) days of receipt of written change order and shall include a written statement setting forth the nature and cost of such claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract. Failure to agree to an adjustment under this Section shall be a dispute under the Disputes clause. Nothing in this Section shall excuse the Contractor from proceeding with the Contract as changed.

23. Drug and Alcohol Free Workplace.

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

24. Compliance with Laws.

The Contractor hereby represents and warrants that:

24.1. It is registered or qualified with the State Department of Assessments and Taxation to do business in the State of Maryland as a domestic or foreign corporation, as applicable, and that it will take such action as may be necessary from time to time to remain so registered or qualified, in compliance with the Corporations and Associations Article of the Annotated Code of Maryland;

24.2 It is not in arrears with respect to the payment of any monies due and owing the State, or any department 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;

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

24.4 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;

and

24.5 Contractor shall ensure that, if applicable, any Services provided under this Contract that will be posted on JPPM's website or used in JPPM's digital applications available to the public, are submitted in an ADA-accessible format, in compliance with federal and State digital accessibility law

24.6 Contractor’s affirmation and certifications contained in the Contract Affidavit attached hereto as Exhibit C and incorporated herein by reference shall remain accurate and true throughout the term of Contract, as may be extended.

25. Bankruptcy.

Upon the filing for any bankruptcy proceeding by or against the Contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Contractor must notify the MHT immediately. In the event of a filing for Contractor’s voluntary or involuntary bankruptcy, MHT reserves the right at its sole discretion either to cancel the Contract or to affirm the Contract and hold the Contractor responsible for damages.

The exercise of this right is in addition to any other rights MHT may have as provided in this Contract or by law.

26. Subcontracting or Assignment.

The benefits and obligations under the Contract shall inure to and be binding upon the parties hereto and neither this Contract nor the Services to be performed hereunder shall be subcontracted, or assigned or otherwise disposed of, either in whole or in part, except with the prior written consent of MHT. MHT has the right to withhold such consent for any reason MHT or the State deems appropriate.

27. Indemnification; Responsibility for Claims and Liability.

27.1 The Contractor shall indemnify and save harmless the State, MHT, and all their respective officers, agents, and employees from and against all claims, suits, judgments, expenses, actions, damages and costs of every name and description, including reasonable attorney's fees, whether or not involving a third-party claim, arising out of or relating to the performance of the Contractor or its subcontractors under this Contract. Contractor shall not enter into any settlement involving third-party claims that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing by the State or that adversely affects the State’s rights or interests, without the State’s prior written consent.

27.2 MHT and the State have no obligation to indemnify or to provide legal counsel or defense to the Contractor or its subcontractors in the event that a suit, claim or action of any character is brought by any person not party to this Contract against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations under this Contract.

27.3 MHT and the State have 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 obligations under this Contract. The State’s liability arising from or relating to the

Contract is subject to the limitations set forth in the Maryland Tort Claims Act, §§ 12-101, et seq., State Government Article, Annotated Code of Maryland. Nothing contained herein shall be deemed a waiver of any sovereign immunity to which the State may be entitled.

27.4 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 State in the defense or investigation of any claim, suit, or action made or filed against the State as a result of or relating to the Contractor’s performance under this Contract.

27.5 None of MHT, MDP or the State shall assume any obligation to indemnify, hold harmless, or pay attorneys' fees or any of Contractor’s court costs that may arise from or in any way be associated with the performance or operation of this Contract.

27.6 Contractor shall be liable for any loss or damage to the State occasioned by the acts or omissions of Contractor, its subcontractors, agents or employees as follows:

27.6.1 For infringement of patents, trademarks, trade secrets and copyrights as provided in Section 36 of this Contract [Ownership of Documents and Materials];

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

27.6.3 For all other claims, damages, loss, costs, expenses, suits or actions in any way related to this Contract and regardless of the basis on which the claim is made, Contractor’s liability shall be unlimited; and

27.6.4 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 shall be held to be agents of Contractor.

27.7 Contractor’s indemnification obligations for third-party claims are included in this limitation of liability only if the State is immune from liability. Contractor’s indemnification liability for third-party claims shall be unlimited if the State is not immune from liability.

28. Retention of Records; Right to Audit.

28.1 The Contractor shall retain and maintain all records and documents relating to this Contract for three (3) years after final payment by the State hereunder or any applicable statute of limitations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, including the Procurement Officer or designee, at all reasonable times. The Contractor shall provide copies of all documents requested by the State, including, but not limited to itemized billing documentation containing the dates, hours spent and work performed by the Contractor and its subcontractors under the Contract. All records related in any way to the Contract are to be retained for the entire time provided under this Section.

28.2 The State reserves the right, at its sole discretion and at any time, to perform an audit of the Contractor’s performance under this Contract. Upon three (3) business days’ notice, the State shall be provided reasonable access to Contractor’s records to perform such audit. The Contractor agrees to fully cooperate and assist in any audit conducted by or on behalf of the State, including, by way of example only, making records and employees available as, where, and to the extent requested by the State and by assisting the auditors in reconciling any audit variances.

Contractor shall not be compensated for providing any such cooperation and assistance. The right to audit shall include any of the Contractor’s subcontractors including but not limited to any lower tier subcontractor(s). The Contractor shall ensure the State has the right to audit such subcontractor(s).

29. Notices; Procurement Officer: All notices to and communication with MHT regarding this Contract shall be directed to the Contract Administrator and the Procurement Officer listed below:

If to MHT: Jeanna Plants, Business Manager and, MHT Contract Administrator

Jefferson Patterson Park and Museum 10515 Mackall Road Saine Leonard, Maryland 20685 Telephone No.: (410) 586-8514 Email: jeanna.plants1@maryland.gov

With a copy to : Dimitrios Papadakis, JPPM Contract Monitor

10515 Mackall Road Saint Leonard, Maryland 20685 Telephone No.: 443-710-2599 Email: d.papadakis@maryland.gov

If to the Contractor: ________________________________

If to the Procurement Officer: Tiffany Nance, Procurement Officer

Maryland Department of Planning 120 East Baltimore Street, Suite 2000 Baltimore, Maryland 21201 Telephone No.: (410) 757-4521 Email: tiffany.nance@maryland.gov

30. Waiver.

No waiver of a right or remedy of a party shall constitute a waiver of another right or remedy of that party. Any waiver of the provisions of the Contract or of a party's rights or remedies under the Contract must be in writing to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of mailto:tiffany.nance@maryland.gov mailto:d.papadakis@maryland.gov mailto:jeanna.plants1@maryland.gov the party granting such waiver in any other respect or at any other time. The waiver by either of the parties hereto of a breach or of a default under any of the provisions of the Contract shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Contract or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Contract and shall not in any way affect the validity of the whole or any part of the Contract or prejudice such party's right to take subsequent action.

31. Severability.

If a court of competent jurisdiction renders any provision or portion of a provision of this Contract invalid or otherwise unenforceable, that provision or portion of a provision will be severed, and the remainder of this Contract will continue in full force and effect as if the invalid provision or portion of a provision were not part of this Contract.

32. Headings and Section References; Construction.

The section headings in this Contract are inserted only for convenience and are not to be construed as part of this Contract or as a limitation of the scope of the particular section to which the heading refers.

33. Integration; Parol Evidence.

This Contract, including all exhibits and other documents incorporated by reference, constitutes the entire agreement of the parties, and all other communications prior to its execution, whether written or oral, with reference to the subject matter of this Contract are superseded by this Contract. All pre-printed terms of any Contractor purchase order or other business processing document shall have no effect.

34. No Third-Party Beneficiaries.

This Contract is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party.

35. Relationship.

This Contract is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship among the parties hereto. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

36. Ownership of Documents and Materials.

36.1. The Contractor agrees that all documents and materials including, but not limited to, reports, drawings, studies, specifications, estimates, maps, photographs, designs, graphics, mechanicals, artwork, and computations prepared by or for the Contractor under the terms of this Contract shall at any time during the performance of the Services be made available to MHT upon request and shall become and remain the exclusive property of MHT upon termination or completion of the Services. MHT shall have the right to use the same without restriction or limitation and without compensation to the Contractor other than that provided in this Contract. MHT shall be the owner for the purposes of copyright, patent or trademark registration.

36.2 The Contractor agrees that at all times during the term of this Contract and thereafter, works created 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.

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

36.4 The State 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 State shall be the copyright owner and Contractor may copyright material connected with this project only with the express written approval of the State.

36.5 If the Contractor obtains or uses for purposes of this Contract, or subcontracts for, any design, device, material, or process covered by letters of patent for copyright, it shall provide an assignment to MHT of ownership for purposes of copyright, patent or trademark of all rights to possess and to use such design, device, material or process, and a copy of a legally sufficient agreement with the patentee or owner, a copy of which shall be filed with the patentee or owner.

36.6 Except as may otherwise be set forth in this Contract, Contractor shall not use, sell, sub-lease, assign, give, or otherwise transfer to any third party any other information or material provided to Contractor by the State or developed by Contractor relating to the Contract, except as provided for in Section 37 [Confidential or Proprietary Information and Documentation].

36.7 The Contractor shall indemnify and save harmless the State, MHT, and their officers, agents, and employees from any and all third-party claims, losses damages, liabilities, judgements and expenses, including without limitation reasonable attorneys’ fees for infringement by reason of the use of any such patented design, device, materials, or process, or any trademark or copyright, and shall indemnify, protect and save harmless the State, MHT, and their officers, agents, and employees with respect to any third-party claim, action, costs or infringement, or for royalties or user fees arising out of purchase or use of materials, construction, supplies, equipment or services covered by this Contract.

37. Confidential or Proprietary Information and Documentation.

37.1 Subject to the Maryland Public Information Act, and any other applicable laws and 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 or cloud infrastructure, if applicable) shall be held in confidence by the other party. Each party shall, however, be permitted to disclose, as provided by and consistent with applicable law, relevant confidential information to its officers and agents, to the extent that such disclosure is necessary for the performance of their duties under this Contract. Each officer and agent to whom any of the State’s confidential information is to be disclosed shall be advised by Contractor of the obligations hereunder, and bound by, confidentiality at least as restrictive as those of set forth in this Contract.

37.2 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 rightfully 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.

38. Cost and Price Certification.

38.1 By submitting cost or price information, the Contractor certifies that, to the best of its knowledge, the information submitted is accurate, complete, and current as of the date of the MHT award of the Contract to Contractor.

38.2 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 MHT’s award of the Contract to Contractor, was inaccurate, incomplete, or not current.

39. Living Wage.

If a Contractor subject to the Living Wage law fails to submit all records required under COMAR 21.11.10.05 to the Commissioner of Labor and Industry at the Department of Labor, Licensing and Regulation, the State may withhold payment of any invoice or retainage. The State may require certification from the Commissioner on a quarterly basis that such records were properly submitted.

40. Survival of Contract Provisions.

Any provision of this Contract which contemplates performance or observance subsequent to any termination or expiration of this Contract shall survive termination or expiration of this Contract and continue in full force and effect, including the Contractor’s obligation to: pay invoices to subcontractors providing products/services in connection with this Contract; cooperate and assist with audits; confidentiality; document retention; patents, copyrights and intellectual property; warranty; indemnification obligations; limitations of liability under this Contract; and any other obligations specifically identified.

41. Prompt Payment of Subcontractors.

41.1 This Contract and all subcontracts issued under this Contract at any tier are subject to the provisions of State Finance and Procurement Article, §15-226, Annotated Code of Maryland, and COMAR 21.10.08. In this Section 42, the terms “undisputed amount”, “prime contractor”, “contractor”, and “subcontractor” have the meanings stated in COMAR 21.10.08.01.

41.2 A contractor shall promptly pay its subcontractors an undisputed amount to which a subcontractor is entitled for work performed under this contract within 10 days after the contractor receives a progress payment or final payment for work under this Contract.

41.3 If a contractor fails to make payment within the period prescribed in Section

41.2 of this Contract, a subcontractor may request a remedy in accordance with COMAR 21.10.08.

41.4 A contractor shall include in its subcontracts at any tier for work under this Contract wording that incorporates the provisions, duties, and obligations of this Section 41, State Finance and Procurement Article, §15-226, Annotated Code of Maryland, and COMAR 21.10.08.

42. Execution in Counterparts; Electronic Signatures.

This Contract may be executed in counterparts (including facsimile counterparts or as a “PDF” or similar attachment to an email), all of which when taken together shall be deemed one original. This Contract may be electronically signed; an electronic signature appearing on the Contract is the same as a handwritten signature for the purposes of validity, enforceability, and admissibility if the signature is an act of the person to whom the signature is attributed.

Witness the signatures of the parties hereto as of the Effective Date:

Maryland Historical Trust

By: ________________________________

Elizabeth Hughes, Director

Effective Date: ________________________

[Contractor Business Name]

By: ________________________________

[Signor, Title]

Legal Assistant Review

Approved as to legal form and sufficiency:

Assistant Attorney General

Exhibit A – The Solicitation (IFB) Exhibit B – The Proposal Exhibit C – The Contract Affidavit

EXHIBIT A

SOLICITATION

EXHIBIT B

PROPOSAL

EXHIBIT C

CONTRACT AFFIDAVIT

A. AUTHORITY

I HEREBY AFFIRM THAT:

I, (insert name) ___________________________, ________________ (insert title) of

_____________________________________ (insert business name) possess the legal authority to make this Affidavit.

B. CERTIFICATION OF REGISTRATION OR QUALIFICATION WITH THE STATE

DEPARTMENT OF ASSESSMENTS AND TAXATION

I FURTHER AFFIRM THAT:

The business named above is a (check applicable items):

(1) Corporation — ___ domestic or ___ foreign;

(2) Limited Liability Company — ___ domestic or ___ foreign;

(3) Partnership — ___ domestic or ___ foreign;

(4) Statutory Trust — ___ domestic or ___ foreign;

(5) Sole Proprietorship ___ and is registered or qualified as required under Maryland Law.

I further affirm that the above business is in good standing both in Maryland and in the jurisdiction where it is presently organized, and has filed all of its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation. The name and address of its resident agent filed with the State Department of Assessments and Taxation is:

Resident Agent Name ________________________________

Resident Agent Address:_______________________________ and that if the above business does business under a trade name, it has filed a certificate with the State Department of Assessments and Taxation that correctly identifies that true name and address of the principal or owner as:

Principal/Owner Name: _________________________________________

Principal/Owner Address: _____________________________________________

C. POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATION

I FURTHER AFFIRM THAT:

I am aware of, and the above business will comply with, Election Law Article, Title 14, Annotated Code of Maryland, which requires that every person that enters into a procurement contract with the State, a county, a municipal corporation, or other political subdivision of the State, during a calendar year in which the person receives a contract with a governmental entity in the amount of $200,000 or more shall file with the State Board of Elections statements disclosing: (a) any contributions made during the reporting period to a candidate for elective office in any primary or general election; and (b) the name of each candidate to whom one or more contributions in a cumulative amount of $500 or more were made during the reporting period. The statement shall be filed with the State Board of Elections: (a) before execution of a contract by the State, a county, a municipal corporation, or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on: (i) May 31, to cover the six (6) month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October 31.

D. DRUG AND ALCOHOL-FREE WORKPLACE

(Applicable to all contracts unless the contract is for a law enforcement agency and the agency head or the agency head’s designee has determined that application of COMAR 21.11.08 and this certification would be inappropriate in connection with the law enforcement agency’s undercover operations.)

I CERTIFY THAT:

(1) Terms defined in COMAR 21.11.08 shall have the same meanings when used in this certification.

(2) By submission of its bid or offer, the business, if other than an individual, certifies and agrees that, with respect to its employees to be employed under a contract resulting from this solicitation, the business shall:

(a) Maintain a workplace free of drug and alcohol abuse during the term of the contract;

(b) Publish a statement notifying its employees that…