Draft Contract.pdf

MARYLAND DEPARTMENT OF SERVICE AND CIVIC INNOVATION

SMALL PROCUREMENT CONTRACT

2026DSCI

THIS CONTRACT is made as of XXXX (“Effective Date”) by and between the MARYLAND DEPARTMENT OF SERVICE AND CIVIC INNOVATION (“the Department” or “DSCI”), a unit of the State of Maryland (the “State"), and (“Contractor”) (collectively DSCI and Contractor shall be referred to as the “parties”).

IN CONSIDERATION of the premises and the covenants herein contained, the adequacy and sufficiency of which are duly acknowledged by the parties, the parties agree as follows:

(1) Contractor Information:

(a) Legal name of Contractor:

(b) Contractor’s Federal TIN/SSN:

(c) Contractor’s Principal Place of Business:

(2) Scope of the contract: Subject to the continuing availability of State or federal funds, Contractor shall provide DSCI with the following services: Please refer to Exhibits 1 and 2. DSCI retains the unilateral right to require in writing changes in the scope of the services so long as the changes are within the general scope of the work to be performed under this Contract. All terms and conditions of any exhibit, and any amendments thereto, are incorporated in and made a part of this Contract to the extent, and only to the extent, that they are consistent with and do not contradict or conflict with the terms, conditions, and provisions of this Contract or with Maryland law. If there are any conflicts, inconsistencies, differences, or discrepancies between this Contract and the Attachments and Exhibits, the terms of this Contract shall control. If there are any conflicts, inconsistencies, differences, or discrepancies between Maryland law and the Attachments and Exhibits, Maryland law shall control.

The Contractor's obligations for providing services are defined in order of precedence by 1) this Contract; 2) Attachment U – Contract Affidavit, 3) Attachment A – Bid/Proposal Affidavit, 4) Exhibit 1 - Request for Proposals and Addenda, and 5) Exhibit 2 – Contractor’s Proposal. Without limiting this Section, if any term in any exhibit, attachment, schedule, quotation, acknowledgment, invoice, or other incorporated document can reasonably be interpreted in more than one manner, DSCI, in its sole and absolute discretion, may elect the interpretation or provision that affords DSCI the greatest benefit or protection, and such election shall govern.

(3) Contract price:

(a) Contract Amount will be a Not-To-Exceed amount of ($XXX) at the rates set forth in Exhibit

2. Compensation shall be based on delivery of the Services as set forth in Exhibits 1 and 2. Except with the express written consent of the Procurement Officer, payment to the Contractor for the services required pursuant to this Contract shall not exceed ($XXXX) during the entire term of this Contract, including the base term and any option exercised by the State.

(b) In consideration of the satisfactory performance of the work set forth in this Contract, the Department shall pay the Contractor in accordance with this Contract. 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. All monthly invoices shall provide a description of the tasks performed to support the required level of effort. The Procurement Officer has the right to request more information before approving an invoice. Travel and related expenses will not be compensated. Time spent by administrative staff and other overhead costs will not be compensated. 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, are prohibited. 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. In addition to any other available remedies if, in the opinion of the Procurement Officer, the Contractor fails to perform in a satisfactory and timely manner, the Procurement Officer may refuse or limit approval of any invoice for payment, and may cause payments to the Contractor to be reduced or withheld until such time as the Contractor meets performance standards as established by the Procurement Officer pursuant to this Contract.

(c) If the Procurement Officer shall at any time determine upon investigation that (i) the work or services performed or delivered by the Contractor from time to time during the course of the Contractor’s performance of its obligations under this Contractor fails to meet the requirements and specifications for such work or services incorporated in and made a part of this Contract, or are otherwise unsatisfactory or defective, or (ii) any work or services required to be performed under the terms of this Contract have not been timely and fully completed, then the Procurement Officer may by written notice to the Contractor make demand upon the Contractor for the immediate repayment by Contractor to DSCI of any progress payments or other interim payments made by DSCI to Contractor or such part thereof as the Procurement Officer shall reasonably determine. Upon receipt of the notice and demand from the Procurement Officer, the Contractor shall immediately remit to DSCI the amount demanded by the Procurement Officer. If the Contractor disputes the Procurement Officer’s determination, the Contractor shall nonetheless immediately remit to DSCI the amount demanded by the Procurement Officer. The Contractor may pursue its remedies for the resolution of disputes as provided elsewhere in this Contract and by the Maryland State Procurement Law and Procurement Regulations.

(4) Term of the Contract: Performance shall commence on the Effective Date. The parties agree and expect that, unless terminated earlier in accordance with the terms of this Contract, the Contract shall continue in full force and effect until XXXXX.

(5) Procurement Officer and Contract Monitor: The Procurement Officer responsible for the contract is Seth Bova. The Contract Monitor shall be Erin Dahlin.

(6) Statutory Requirement: The Contractor shall comply with the provisions of State Finance and Procurement Article, Title 19, Annotated Code of Maryland.

(7) Intellectual Property:

(a) All copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the effective date of this Contract shall belong to the party that owned such rights immediately prior to the effective date (“Pre-Existing Intellectual Property”). If any design, device, material, process, or other item provided by Contractor is covered by a patent or copyright or which is proprietary to or a trade secret of another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items pursuant to its rights granted under the Contract.

(b) Except for (i) information created or otherwise owned by DSCI or licensed by DSCI from third parties, including all information provided by DSCI to Contractor; (ii) materials created by Contractor or its subcontractor(s) specifically for the State under the Contract (“Deliverables”), except for any Contractor Pre- Existing Intellectual Property included therein; and (iii) the license rights granted to the State, all right, title, and interest in the intellectual property embodied in the solution, including the know-how and methods by which the solution is provided and the processes that make up the solution, will belong solely and exclusively to Contractor and its licensors, and DSCI will have no rights to the same except as expressly granted in this Contract. Any SaaS Software developed by Contractor during the performance of the Contract will belong solely and exclusively to Contractor and its licensors. For all Software provided by the Contractor under the Contract, Contractor hereby grants to the State a nonexclusive, irrevocable, unlimited, perpetual, non-cancelable, and non-terminable right to use and make copies of the Software and any modifications to the Software. For all Contractor Pre-Existing Intellectual Property embedded in any Deliverables, Contractor grants to the State a license to use such Contractor Pre-Existing Intellectual Property in connection with its permitted use of such Deliverable. During the period between delivery of a Deliverable by Contractor and the date of payment therefor by the State in accordance with this Contract (including throughout the duration of any payment dispute discussions), subject to the terms and conditions contained herein, Contractor grants the State a royalty-free, non-exclusive, limited license to use such Deliverable and to use any Contractor Materials contained therein in accordance with this Contract.

(c) Nothing in this Article 7 shall abrogate or transfer any intellectual property rights of the Contractor in its proprietary information related to its methodologies, methods of analysis, ideas, know-how, methods, techniques and skills possessed prior to this Contract.

(d) Third parties; Indemnification. Contractor agrees to defend, indemnify and hold harmless DSCI for all costs and expenses associated with the defense and settlement of any claim, including any judgment against Contractor, that the information database product that Contractor licenses to DSCI (“Licensed Product”) infringes a patent, copyright, trademark, trade secret or other intellectual property right of any third party (a “Claim”) and shall pay any judgments or settlements based thereon; provided, that DSCI shall give Contractor prompt written notice of the Claim, sole control of the proceedings or settlement, and reasonable cooperation, information and assistance in the defense or settlement negotiations at Contractor’s cost. This indemnification is limited to those portions of the Licensed Product provided by Contractor and delivered to DSCI and does not cover third-party claims relating to that portion of the Licensed Product provided to Contractor by DSCI, or arising from modifications to the Licensed Product by DSCI or to any use of the Licensed Product outside the scope of this Contract. In the event of a Claim, notwithstanding the foregoing, and regardless of the outcome of such Claim, Contractor may either

(1) secure the DSCI’s right to continue to use the Licensed Product; (2) replace or modify the Licensed Product to make it non-infringing without substantially compromising its utility or function; or (3) if neither (1) nor (2) are reasonably practicable, terminate the license to the Licensed Product granted under this Contract and refund to DSCI an amount equal to the license fees paid by DSCI for the infringing Licensed Product for any periods after the date of termination. The Contractor shall report to the Department, promptly and in written detail, each notice or claim of copyright infringement received by the Contractor with respect to all data delivered under this Contract.

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

(9) Applicant Information: All information about members of the Maryland Corps/Service Year Option Program and DSCI staff is subject to Section 8 above.

(10) Termination for Nonappropriation: If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year, this Contract shall be terminated automatically as of the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

(11) Maryland Law Prevails; Consent to Jurisdiction and Venue in Maryland: The law of Maryland, excluding Maryland choice of forum rules, shall govern the interpretation and enforcement of this Contract. The parties agree that primary jurisdiction over disputes arising under this contract shall be in the Maryland State Board of Contract Appeals, and further that after the parties shall have exhausted all administrative remedies available under Maryland law and regulations for the resolution of procurement contract disputes, exclusive jurisdiction over any such dispute shall lie in the Courts of the State of Maryland and venue shall be only in such courts located in Baltimore City, Maryland. The aforementioned choice of forum and venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this contract in any jurisdiction other than the State of Maryland. The contractor waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section, and stipulates that the Courts of the State of Maryland located in Baltimore City, State of Maryland shall have in personam jurisdiction and venue over the contractor for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this contract.

(12) Disputes: Disputes arising under this Contract shall be governed by State Finance and Procurement Article, Title 15, Subtitle 2, Part III, Annotated Code of Maryland, and by COMAR 21.10. Pending resolution of a dispute, the Contractor shall continue to perform this Contract, as directed by the Procurement Officer.

(13) Changes/Modifications: Except as provided for in Section 2 above, this Contract may be amended only with the written consent of both parties. Amendments may not significantly change the scope of the Contract (including the Contract price).

(14) Termination for Default: If the Contractor does not fulfill obligations under this Contract or violates any provision of this Contract, DSCI and/or 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 DSCI and/or the State. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.

(15) Termination for Convenience: With fourteen (14) days prior written notice, DSCI may terminate this Contract, in whole or in part, without showing cause upon prior written notice to the Contractor specifying the extent and the effective date of the termination. DSCI shall pay the prorate share of the fees 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.

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).

(16) Responsibility of Contractor: Contractor shall perform the services under this contract with that level of professional care, skill, and diligence usually provided by a Contractor in the performance of similar services. If Contractor fails to so perform the services and such failure is made known to Contractor within two years after expiration of this Contract, it shall, if required by DSCI, perform at its own expense and without additional cost to DSCI, those services necessary for the correction of any deficiencies or damage resulting from Contractor’s failure.

This obligation is in addition to and not in substitution for any other remedy available to DSCI.

(17) Nondiscrimination: The Contractor shall comply with the nondiscrimination provisions of federal and Maryland law.

(18) Anti-Bribery: The Contractor certifies and states under the penalties of perjury 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.

(19) Relationship of Parties: The relationship of DSCI and the Contractor shall be that of independent contractors. This Contract is not intended by the parties to constitute, and shall not be construed as constituting, a partnership, joint venture, agency or any other form of business association between DSCI and the Contractor.

Neither party shall have any right to obligate or to bind the other party in any manner whatsoever. Nothing herein contained shall give, or is intended to give, any rights of any kind to third parties, provided, however, that the Contractor acknowledges and agrees that DSCI and the State are charged with the protection and advancement of the public interest of the State and its people.

(20) Loss of Data: In the event of loss of any State data or records where such loss is due to the intentional act or omission or negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Procurement Officer. The Contractor shall ensure that all data is backed up and recoverable by the Contractor. Contractor shall use its best efforts to assure that at no time shall any actions undertaken by the Contractor under this Contract (or any failures to act when Contractor has a duty to act) damage or create any vulnerabilities in data bases, systems, platforms and/or applications with which the Contractor is working hereunder.

(21) Indemnification:

(a) The Contractor shall indemnify DSCI and the State against liability for any costs, expenses, loss, suits, actions, or claims of any character arising from or relating to the performance of the Contractor or its subcontractors under this Contract.

(b) DSCI and the State have no obligation 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.

(c) DSCI 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.

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

(e) The State and/or DSCI shall have no obligation to indemnify the Contractor under this Contract.

(f) This Section 21 survives the termination of this Contract.

(22) Bid and Contract Affidavits: All terms and conditions of the Bid and Contract Affidavits, attached hereto, are made a part of this Contract

(23) Compliance with Laws: The Contractor hereby warrants that:

(a) Contractor is qualified to do business in the State of Maryland and that Contractor will take such action as, from time-to-time hereafter, may be necessary to remain so qualified;

(b) Contractor is qualified to do business in any jurisdiction wherein Contractor shall perform services or obligations under this Contract and that Contractor will take such action as, from time-to-time hereafter, may be necessary to remain so qualified;

(c) Contractor 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 Contractor shall not become so in arrears during the term of this Contract;

(d) Contractor shall comply with all federal, State, and local laws, regulations, and ordinances applicable to Contractor’s activities and obligations under this Contract; and

(e) Contractor shall obtain, at Contractor’s own expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of Contractor’s obligations under this Contract.

(23) Retention of Records. The Contractor and subcontractors shall retain and maintain all records and documents in any way relating to this Contract for (i) three (3) years after final payment by the State hereunder, or

(ii) any applicable federal or State retention requirements (such as HIPAA) or condition of award, , whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, as designated by the Procurement Officer, 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.

(24) Rights to Records.

(a) The Contractor agrees that all documents and materials including, but not limited to, software, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, mechanical, artwork, computations, and data prepared by the Contractor for purposes of this Contract shall be the sole property of the State and shall be available to the State at any time. The State shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

(b) The Contractor agrees that at all times during the term of this Contract and thereafter, works created as a Deliverable under this Contract (as defined in Section 7(b)), 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.

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

(d) 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.

(e) Upon termination or expiration of the Contract, the Contractor, at its own expense, shall deliver any equipment, software or other property provided by the State to the place designated by the Procurement Officer.

(24) Right to Audit

(a) 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. An audit is defined as a planned and documented independent activity performed by qualified personnel, including but not limited to State and federal auditors, to determine by investigation, examination, or evaluation of objective evidence from data, statements, records, operations and performance practices (financial or otherwise) the Contractor’s compliance with the Contract, including but not limited to adequacy and compliance with established procedures and internal controls over the services performed pursuant to the Contract.

(b) Upon three (3) Business Days’ notice, the State shall be provided reasonable access to Contractor’s records to perform any such audits. DSCI may conduct these audits with any or all of its own internal resources or by securing the services of a third-party accounting or audit firm, solely at DSCI’s election. DSCI may copy any record related to the services performed pursuant to the Contract. 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 DSCI has the right to audit such subcontractor(s).

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

(26) Attorney’s Fees: If any administrative proceeding, legal action, or other proceeding is brought for the construction, interpretation, or enforcement of this Contract or of any provision hereof, or because of any claim, dispute, alleged default, breach or other claim or cause of action in connection with this Contract, DSCI and Contractor agree that each party shall bear its own legal expenses and other costs of all kinds incurred in that action or proceeding. Any provision of law or of this Contract to the contrary notwithstanding, the Contractor hereby waives expressly and irrevocably any statutory or other right it has or may have to recover from DSCI or the State legal expenses and other costs of all kinds that it may incur in such an action or proceeding with respect to this Contract.

(27) No Waiver: Except as to matters expressly waived by a party as expressly provided elsewhere in this Contract, the failure of any party to insist upon or demand the prompt and punctual performance of any term or condition of this Contract, or the failure of any party to exercise any right or remedy provided in this Contract, by law or otherwise, on any one or more occasions shall not constitute a waiver of that or any other term, condition, right or remedy on that or any subsequent occasions.

(28) Taxes: DSCI shall have no responsibility or obligation for the payment of any federal, state, or local taxes of any kind or type whatsoever which become payable by the Contractor or its subcontractors as a result of this Contract. The State is generally exempt from Federal excise taxes, Maryland sales and use taxes, District of Columbia sales taxes and transportation taxes. Exemption certificates will be completed by the Comptroller of the State upon request.

(29) Severability: If this Contract in its entirety is declared or found to be illegal or unenforceable or void then both parties shall be relieved of all obligations arising under this Contract and the parties shall proceed as in the case of termination for the convenience of the State. If any provision of this Contract is declared or found to be illegal or unenforceable or void then both parties shall be relieved of all obligations arising under such provision, but if such provision does not relate to the compensation to be paid to Contractor by DSCI and if the remainder of this Contract shall not be affected by such declaration or finding, then each such provision not so affected shall be enforced to the extent provided by law.

(30) Entire Contract; Counterparts; Signatures: This Contract, together with the Attachments and Exhibits incorporated by reference, represents the complete and final understanding of the parties. No other understanding, oral or written, regarding the subject matter of this Contract, may be deemed to exist or to bind the parties at the time of execution. This Contract may be executed in any number of duplicate originals or counterparts, each of which such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute one and the same instrument. Signatures provided by facsimile or other electronic means, for example, and not by way of limitation, in Adobe .PDF sent by electronic mail, shall be deemed to be original signatures.

Accepted for Contractor: Accepted for DSCI:

Name: Name:

Title: Title:

Date: Date:

For DSCI: Approved as to form and legal sufficiency:

Principal Counsel Assistant Attorney General

Attachments: Exhibit 1: Small Procurement RFP and Addenda Attachment A: Bid/Proposal Affidavit Attachment U: Contract Affidavit Exhibit 2: Contractor’s Proposal