Attachment K Sample Purchase Order Agreement.pdf

ATTACHMENT K Purchase Order Agreement

PORFP# <<solicitationNumber>> OF MASTER CONTRACT #<<MasterContractProjectNumber>>

This Purchase Order Agreement (“PO Agreement”) is made this ______ day of ____________, 20____ by and between Contractor’s Name (PO Contractor) and the STATE OF MARYLAND, Department of General Services (DGS or the “Department”).

IN CONSIDERATION of the mutual promises and the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. In this PO Agreement, the following words have the meanings indicated:

a. “Agency” means Maryland Department of General Services (DGS) as identified in the PORFP <<solicitationNumber>>.

b. “Master Contract” means the IQC Master Contract between the Maryland Department of General Services and PO Contractor.

c. PORFP” means the Purchase Order Request for Proposals #<<solicitationNumber>> dated Advertisement Date, including any addenda and amendments.

d. “PO Procurement Officer” means PO Name. The Department may change the PO Procurement Officer at any time by written notice.

e. “PO Agreement” means this signed PO Agreement between Maryland Department of General Services (DGS) and PO Contractor.

f. “PO Contractor” means the IQC Master Contractor awarded this PO Agreement, whose principal business address is Contractor’s Address.

g. “PO Manager” means PM Name. The Department may change the PO Manager at any time by written notice to the PO Contractor.

h. “Project Quotation” means the PO Contractor’s response to the IQC PORFP dated Bid Due Date, Project Quotation.

2. Scope of Work

2.1 This PO Agreement incorporates all of the terms and conditions of the Master Contract and shall not in any way amend, conflict with or supersede the Master Contract.

2.2 The PO Contractor shall, in full satisfaction of the specific requirements of this PO Agreement, provide the services set forth in the PORFP. These services shall be provided in accordance with the Master Contract, this PO Agreement, and the following Exhibits, which are attached and incorporated herein by reference. If there is any conflict among the Master Contract, this PO Agreement, and these Exhibits, the terms of the Master Contract shall govern. If there is any conflict between this PO Agreement and any of these Exhibits, the following order of precedence shall determine the prevailing provision:

The PO Agreement, Exhibit A – PORFP

Exhibit B – PO Contractor’s Project Quotation

2.3 The PO Procurement Officer may, at any time, by written order, make changes in the work within the general scope of the PO Agreement. No other order, statement or conduct of the PO Procurement Officer or any other person shall be treated as a change or entitle the PO Contractor to an equitable adjustment under this Section. Except as otherwise provided in this PO Agreement, if any change under this Section causes an increase or decrease in the PO 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 PO Agreement price shall be made and the PO Agreement modified in writing accordingly. The PO 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 PO Contractor shall be allowed if asserted after final payment under this PO Agreement. Failure to agree to an adjustment under this Section shall be a dispute under the Disputes clause of the Master Contract. Nothing in this Section shall excuse the PO Contractor from proceeding with the PO Agreement as changed.

3. Time for Performance

3.1 The term of this PO Agreement begins on the date it is signed by the Department following any required prior approvals, including approval by the Board of Public Works, if such approval is required (the “Effective Date”), and shall continue until __________________ (the “Contract Term”), unless otherwise modified in accordance with this PO Agreement. The Contract Term includes all phases necessary to support completion of the project, including, but not limited to, pre-construction services, construction activities, and post-construction administrative closeout.

3.2 Notice to Proceed and Completion of Work

The PO Contractor shall begin work only upon receipt of a written Notice to Proceed (NTP) issued by the Department. Work performed prior to receipt of an NTP shall be at the PO Contractor’s risk and will not be eligible for payment.

The PO Contractor shall complete all construction work (both pre-construction activities and construction activities) within the time specified in the PORFP and confirmed in the NTP , which is ______ calendar days from the date of the NTP (the “Construction Duration”). The Department may extend or modify the Construction Duration only by written modification in accordance with the terms of the Master Contract. If the construction is not completed within the Construction Duration, the PO Contractor shall be liable for liquidated damages in the amount of $________ per calendar day.

The Construction Duration applies solely to construction work required under the PORFP (and excludes punch list work). The Contract Term identified in Section 3.1 may extend beyond the Construction Duration for purposes of administrative closeout, final reconciliation, retainage release, and other post-construction obligations.

4. Consideration and Payment

4.1 The consideration to be paid the PO Contractor shall be done so in accordance with the PORFP and shall not exceed ______________. Any work performed by the PO Contractor in excess of the not-to-exceed ceiling amount of the PO Agreement without the prior written approval of the PO Manager is at the PO Contractor’s risk of non-payment.

4.2 Payments to the PO Contractor shall be made as outlined in Section 9 of the DGS General Conditions for Construction Contracts, but no later than thirty (30) days, or within 15 days for an SBR contract, after the Department’s receipt of a proper invoice for services provided by the PO Contractor, acceptance by the Department of services provided by the PO Contractor, and pursuant to the conditions outlined in Section 4 of this Agreement.

4.3 Each invoice for services rendered must include the PO Contractor’s Federal Tax Identification Number which is _____________. 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, as from time-to-time amended, are prohibited. Invoices must be submitted to the Department PO Manager unless otherwise specified herein.

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

SIGNATURES ON NEXT PAGE

IN WITNESS THEREOF, the parties have executed this PO Agreement as of the date hereinabove set forth.

PO Contractor: Contractor’s Name

By: _____________________________ _________________________

(Signature Date

(Printed Name)

(Title)

STATE OF MARYLAND, DEPARTMENT OF GENERAL SERVICES (DGS)

By: _____________________________ ___________________________ (Signature) Date

(Printed Name)

(Title)

Approved for form and legal sufficiency this ______ day of _________________ 20___.

Assistant Attorney General

ATTACHMENT K Purchase Order Agreement