ATTACHMENT H

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GROWING THE FUTURE, LEADING THE WORLD

MORGAN STATE UNIVERSITY

CONTRACT

This contract, made as of the day of , 20 by and between MORGAN STATE UNIVERSITY (MSU), an agency of the State of Maryland, 1700 E. COLD SPRING LANE, BALTIMORE, MARYLAND 21251, and the Contractor:

(Name)

(Address)

(City) (State) (Zip)

The parties hereby agree as follows:

2. Scope of Contract: MSU hereby retains the Contractor to provide services as follows:

(Description of services,) on the campus of Morgan State University and as specified in Invitation for Bid (IFB) No. , Section IV. Detailed Specifications and any Addendums thereof.

2.1 Order of Precedence: is as follows: The contract between the parties will be embodied in the contract documents which will consist of the following.

(a) the IFB;

(b) the RFP;

(c) MSU Contract; and

(d) any other supporting documentation

3. Contract Term: The term of this Contract shall begin on and terminate on

4. Compensation and Payment:

(a) As compensation for satisfactory performance described in Paragraph 2 above, MSU will pay the Contractor total compensation not to exceed $ , for services delivered in accordance with the documents attached and incorporated within.

(b) The undersigned understands that no taxes will be withheld and that he is responsible for the payment of taxes.

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(c) Invoices, vouchers or other written requests must be submitted with any necessary documents to substantiate requests for payment for services rendered as set forth in the attached documents.

(d) Social Security Number of the Contractor is - - . If applicable, Federal Tax Identification Number of the Contractor is .

5. Contract Modification: The Procurement Officer may, at any time, without notice to the sureties, if any order designated or indicated to be a change order, make any change in the work within the general scope of this contract, including but not limited to changes:

(a) In any specifications (including reports, drawings, and designs);

(b) In the method or manner of performance of the work;

(c) In any State furnished facilities, equipment, materials, services, or site; or (d) Directing acceleration in the performance of the work.

6. Non-Hiring of Employees: No employee of MSU or any department, commission, agency or branch thereof whose duties as such employee include matters relating to or affecting the subject matter of this contract shall, while so employed, become or be an employee of the party or parties hereby contracting with MSU or any unit thereof.

7. Disputes: This contract shall be subject to the provisions of the Morgan State University

Procurement Policies and Procedures. Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the contract in accordance with the Procurement Officer’s decision.

8. Maryland Law Prevails: The provision of this contract shall be governed by the laws of

Maryland.

9. Non-Discrimination in Employment: 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, 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; (b) to include a provision similar to that contained in subsection (a), above, in any 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.

10. 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 agreement 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 agreement.

11. Multi-Year Contracts: If the General Assembly fails to appropriate funds or if funds are not otherwise 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 the University’s rights or the Contractors rights under any termination clause in this Contract. The effect of termination of the Contract hereunder will

11.14.22_Page 3 of 7 be to discharge both the Contractor and the University 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 nonrecurring costs incurred but not amortized in the price of the contract. The University 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.

12. Termination for Default: If the Contractor fails to fulfill his/her obligations under this Contract properly and on time, or otherwise violates any provision of the Contract, MSU may terminate the Contract by written notice to the Contractor. This notice shall specify the acts or omissions relied on as cause for termination. All finished or unfinished supplies and services provided by the Contractor, shall, at MSU’s option, become MSU’s property. MSU 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 the Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and MSU can affirmatively collect damages. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of MORGAN STATE UNIVERSITY Procurement Policies and Procedures.

13. Termination for Convenience: The performance of work under this contract may be terminated by MSU in accordance with this clause in whole, or from time to time in part, whenever the University shall determine that such termination is in the best interest of MSU. MSU will 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 shall not be reimbursed for anticipatory profits that have not been earned up to the date of termination. It is understood that this Contract may be terminated for the convenience of MSU or for performance by the Contractor deemed by MSU to be unsatisfactory. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of MORGAN STATE UNIVERSITY Procurement Policies and Procedures.

14. Delays and Extensions of Time: 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 of hindrances, from any cause whatsoever during the progress of any portion of the work specified in this Contract. 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, flood, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseen causes beyond the control and without the fault or negligence of either the Contractor or the subcontractors or suppliers.

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, 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

11.14.22_Page 4 of 7 causes beyond the control and without the fault or negligence of either the Contractor or the Subcontractors or suppliers.

15. Suspension of Work: The Procurement Officer unilaterally may order the Contractor in writing to suspend, delay or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the convenience of MSU.

16. Pre-Existing Regulations: In accordance with the provisions of Section 11-206 of the State

Finance and Procurement Article, Annotated Code of Maryland, the regulations set forth in the Morgan State University Procurement Policies and Procedures in effect on the date of execution of this Contract are applicable to this Contract.

17. Payment of State Obligations: Payments to the Contractor pursuant to this Contract shall be made no later than 30 days after MSU’s receipt of a proper invoice from the Contractor.

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.

18. Financial Disclosure: The Contractor shall comply with Section 13-221 of the State Finance and Procurement Article of the Annotated Code of Maryland which requires that every business that enters into contracts, leases, or other agreements with the State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate of $200,000 or more, shall, within 30 days of the time when the aggregate value of these contracts, leases or other agreements reaches $200,000, file with the Secretary of the State of Maryland certain specified information to include disclosure of beneficial ownership of the business.

19. Political Contribution Disclosure: The Contractor shall comply with Election Law Article

Sections 14-101- 14-108, Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State, a county, or an incorporated municipality or their agencies, during a calendar year in which the person receives in the aggregate $200,000 or more, shall file with the State Administrative Board of Election Laws 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. The statement shall be filed with the State Administrative Board of Election Laws: (1) before a purchase or execution of a lease or contract by the State, a county, an incorporated municipality, or their agencies, and shall cover the preceding two calendar years; and (2) if the contribution is made after the execution of a lease or contract, then twice a year, throughout the contract term to cover each 6 month reporting period ending on April 30 or October 31.

20. Retention of Records: The Contractor shall retain and maintain all records and documents relating to this Contract for three 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 of his designee, at all reasonable times.

21. Compliance with Laws: The Contractor hereby represents and warrants that:

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

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B. It is not in arrears with respect to the payment of any monies due and owing the State of Maryland, 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;

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

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

22. Anti-Bribery: The Contractor warrants that neither it, nor any officer, director or partner, nor any employee involved in obtaining contracts with the State, or any subdivision of the State has been convicted of bribery, attempted bribery or conspiracy to bribe, nor has engaged in conduct since July 1, 1977, which would constitute bribery, attempted bribery, or conspiracy to bribe under the laws of any state of the federal government.

23. Approval: This agreement is subject to the approval of the State Department of Budget and

Fiscal Planning.

24. Procurement Officer: The Procurement Officer designated for this Contract is Erin Oliver- James; this designation may be changed at any time by MSU by written notice to the Contractor.

25. No Assignment: Neither this contract nor the services to be rendered hereunder may be assigned or transferred by the Contractor.

26. Entire Contract: This Contract including the following documents: (if applicable) represents, in its entirety, the mutual understanding of the parties. No subsequent agreement or modifications hereof, whether expressed or implied, shall bind the parties unless the same be in writing and signed by the parties.

27. Changes: This contract may be amended with the consent of both parties. Amendments may not change significantly the scope of the contract.

28. Contract Affidavit.

Date: Contractor:

(Name of Contractor)

By:

(Signature)

(Printed or Typed Name)

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Title:

Date: Agency: MORGAN STATE UNIVERSITY

By:

Sidney H. Evans, Executive Vice President for Finance and Administration

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"Growing the Future, Leading the World."

Mandatory Contractual Terms and Condition Acknowledgement and Acceptance Notice

Pursuant to the attached Solicitation document, this Notice acknowledges your acceptance of the terms and conditions expressly set forth in Morgan State University’s Agreement. The Acknowledgement Statement covers the following areas:

“BY SUBMITTING A PROPOSAL/BID IN RESPONSE TO THIS SOLICITIATION, AN

OFFEROR/BIDDER SHALL BE DEEMED TO HAVE ACCEPTED ALL THE TERMS, CONDITIONS,

AND REQUIREMENTS SET FORTH IN THE SOLICITATION AND IN THE MORGAN STATE

UNIVERSITY AGREEMENT/CONTRACT.”

Offerors/Bidders who do not accept the above terms and conditions will be considered non-responsive and their submission returned via the Email/US Postal Service.

Name of Company:

Name of Official (Type or Print) Title

Signature Date http://www.morgan.edu/