Exhibit-2.-Sample-Contract.pdf

Maryland Correctional Enterprises (MCE)

“PROPANE GAS & SERVICE”

BPM050629

TERMS & CONDITIONS

1. INCORPORATION BY REFERENCE: All terms and conditions of the solicitation and amendments thereto are made a part of this Contract.

2. TAX EXEMPTION: The Department 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.

3. SPECIFICATIONS: All materials, equipment, supplies or services shall conform to federal and State laws and regulations and to the specifications contained in this solicitation.

4. DELIVERY AND ACCEPTANCE: Delivery shall be made in accordance with the solicitation specifications. The Department, in its sole discretion, may extend the time of performance for excusable delays due to unforeseeable causes beyond the Contractor’s control. The Department unilaterally may order in writing the suspension, delay or interruption of performance hereunder. The Department reserves the right to test any materials, equipment, supplies, or services delivered to determine if the specifications have been met.

The materials listed in the bid or proposal shall be delivered FOB the point or points specified prior to or on the date specified in the bid or proposal. Any material that is defective or fails to meet the terms of the solicitation specifications shall be rejected. Rejected materials shall be promptly replaced. The Department 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. If the Contractor fails to make delivery in accordance with its quoted time frame, and the

Department is required to obtain the needed goods or services on the open market, the Contractor shall be liable for any excess costs to the Department.

5. INTELLECTUAL PROPERTY: Contractor agrees to indemnify and save harmless the State, its officers, agents and employees with respect to any claim, action, cost or judgment for patent infringement, or trademark or copyright violation arising out of purchase or use of materials, supplies, equipment or services covered by this Contract.

6. MARYLAND LAW PREVAILS: The law of Maryland shall govern the interpretation and enforcement of this Contract.

7. CHANGES: 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).

8. 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.

9. TERMINATION FOR NON-APPROPRIATION: 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.

Exhibit 2. Sample Contract/Terms & Conditions

10. TERMINATION FOR DEFAULT: If the Contractor does not fulfill obligations under this Contract or violates any provision of this Contract, the State may terminate the Contract by giving the Contractor written notice of termination. Termination under this paragraph does not relieve the Contractor from liability for any damages caused to the State. 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.

11. TERMINATION FOR CONVENIENCE: The State 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. The State shall pay all reasonable costs associated with this Contract that the Contractor has incurred up to the date of termination and all reasonable costs associated with termination of the Contract.

However, the Contractor may not be reimbursed for any anticipatory profits which have not been earned up to the date of termination. 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).

12. NONDISCRIMINATION: The Contractor shall comply with the nondiscrimination provisions of federal and Maryland law.

13. ITEMS OF MERCURY CONTENT: This solicitation provides for a price preference for products that are mercury free. The price preference shall not exceed 5 percent of the bid price for products that are mercury free or to products containing the least amount of mercury.

14. COMPLIANCE WITH LAWS: The Contractor hereby represents and warrants that: 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; 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; It shall comply with all federal, State, and local laws, regulations, and ordinances applicable to its activities and obligations under this Contract; and 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.

15. BID AFFIDAVIT: Each bidder should execute and attach to the bid or proposal the affidavit included with this solicitation.

16. BLANKET PURCHASE ORDER (BPO)/ PURCHASE ORDER AS CONTRACT: This provision applies to all commodities or service contracts procured by the Department; As used in this provision, a bid refers to a bid submitted under Small Procurement Regulations; As used in this provision, a bidder refers to a bidder under Small Procurement Regulations; As used in this provision, solicitation means an Invitation for Bid to bid for a procurement issued by the Maryland Department of Public Safety & Correctional Services. The bidder(s) execution and submission of a responsive bid constitutes a promise by the bidder to perform the contract solicited by the Department in accordance with the terms and conditions stated in the solicitation. The bid shall be irrevocable for the period stated in the solicitation or for such longer period as the bidder and the

Department may agree. Upon acceptance of a bid, the Procurement Officer may issue a Purchase Order (PO) and/ or Blanket Purchase Order (BPO), in a form to be determined by the Department, to the bidder accepting the bid and binding the bidder to a contract. The execution and issuance of a PO and/ or BPO by the

Procurement Officer, subject to all necessary approvals, shall constitute acceptance of the bid and final award of the contract. The contract of the parties will be embodied in the contract documents, which shall consist of the executed PO and/ or BPO of the Procurement Officer, including all documents, terms, and conditions incorporated into those documents by the terms of the solicitation, the PO and/ or BPO, the bid, or by operation of law, and the executed bid of the bidder. If the Procurement Officer issues a PO and/ or BPO, at the option of the Procurement Officer it will not be necessary for the bidder to execute the PO and / or BPO or any other form of contract or agreement. The Procurement Officer may require that the parties both execute a single document as the embodiment of the contract between the parties. In the event of a conflict between provisions of the contract documents, the controlling provisions shall be, in the following order, those of: the

PO and/ or BPO; then the solicitation; and then the bid.

17. RETURNED GOODS: Contractor(s) shall be entitled to recover reasonable compensation for any and all goods shipped in accordance with authorized agency orders, meeting all contract requirements, and returned by the agency for reasons other than the Contractor’s failure to meet contract requirements. Compensation shall be limited to actual unreimbursed costs incurred by the Contractor including, but not limited to, restocking charges, shipping charges, plus reasonable profit. Contractor must provide written proof of claimed compensation. A return of goods covered by this section shall be deemed a partial termination for convenience as to the returned goods, and other contract provisions and principles applicable to a partial termination for convenience shall apply.

18. ANTI-BRIBERY: The Contractor certifies that, to the Contractor's best knowledge, neither the Contractor;

nor (if the Contractor is a corporation or partnership) any of its officers, directors, or partners; nor any employee of the Contractor who is directly involved in obtaining contracts with the State or with any county, city, or other subdivision of the State, has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.

19. REGISTRATION: Pursuant to §7-201 et seq of the Corporations and Associations Article of the annotated

Code of Maryland. Corporations not incorporated in the State shall be registered with the State Department of

Assessments and Taxation, 301 W. Preston St., Baltimore, Maryland 21201, before doing any interstate or foreign business in this State. Before doing any intrastate business in this State, a foreign corporation shall qualify with the Department of Assessments and Taxation.

20. CONTINGENT FEE: 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 agency, any fee or other consideration contingent on the making of this agreement.

21. EPA COMPLIANCE: Materials, supplies, equipment, or services shall comply in all respects with the

Federal Noise Control Act of 1972, where applicable.

22. OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.): All materials, supplies, equipment, or services supplied as a result of this contact shall comply with the applicable U.S. and Maryland Occupational

Safety and Health Act standards.

23. PRE-EXISTING REGULATIONS: 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.

24. INDEMNIFICATION: The State shall not assume any obligation to indemnify, hold harmless, or pay attorney’s fees that may arise from or in any way be associated with the performance or operation of this agreement.

25. CONFLICTING TERMS: Any proposal for terms in addition to or different from those set forth in this

Purchase Order or any attempts by the Contractor to vary any of the terms of this offer by Contractor’s acceptance shall not operate as a rejection of this offer, unless such variance is in the terms of the of the description, quantity, price or delivery schedule, but shall be deemed a material alteration thereof, and this offer shall be deemed acceptable by the Contractor without the additional or different terms. If this Purchase

Order is an acceptance of a prior offer by the Contractor, the acceptance is expressly conditioned upon

Contractor’s assent to any additional or different terms contained herein. The Contractor understands and agrees that the terms and conditions of this Purchase Order may not be waived.

26. GOVERNMENTAL RESTRICTIONS: In the event any governmental restrictions may be imposed which would necessitate alteration of the material, quality, workmanship, or performance of the items offered on this proposal prior to their delivery, it shall be the responsibility of the supplier to notify the Office of Procurement at once, indicating in his letter the specific regulation which required an alteration. The State reserves the right to accept any such alteration, including any price adjustments occasioned thereby, or to cancel the contract at no expense to the State.

27. ABNORMAL QUANTITIES: The State reserves the right to solicit separate bids if a particular quantity requirement arises which exceeds the State’s normal requirements as provided in the solicitation or exceeds an amount specified in this contract.

28. NEW MATERIALS: All items shipped pursuant to this Purchase Order shall be new, never previously used, and the current model of the item unless specifically stated otherwise in this contract.

29. ASSIGNMENT: This Purchase Order and the monies which may become due hereunder are not assignable except with the prior written approval of the Procurement Officer.

30. DRUG AND ALCOHOL FREE WORKPLACE: The contractor warrants that the contractor shall comply with COMAR 21.11.08 Drug and Alcohol Free Workplace, and that the contractor shall remain in compliance throughout the term of this Purchase Order.

31. COMMERCIAL NONDISCRIMINATION POLICY: As a condition of entering into this Purchase Order, Contractor represents and warrants that it will comply with the State’s Commercial Nondiscrimination Policy, as described under State Finance and Procurement Article, Title 19, Annotated Code of Maryland. As part of this compliance, Contractor may not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or 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 Purchase Order and may result in termination of this Purchase Order, disqualification of Contractor from participating in State contracts, or other sanctions. This clause is no enforceable by or for the benefit of, and creates no obligation to, any third party. The Contractor shall include the provision in Subsection A in all subcontracts to the State contract. As a condition of entering into this

Purchase Order, upon the request of the Maryland Commission on Human Relation, an only after the filing of a complaint against Contractor under State Finance and Procurement Article, Title 19, 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 Contract 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 State Finance and Procurement Article, Title 19, Annotated Code of Maryland, and to provide any documents relevant to any investigation that is requested by the State. Contractor understands that violation of this clause is a material breach of this Purchase Order and may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.

32. SECURITY REQUIREMENTS: Employee Identification - Each person who is an employee or agent of the

Contractor or subcontractor shall display his or her company ID badge at all times while on State premises.

Upon request of authorized State personnel, each such employee or agent shall provide additional photo identification. At all times at any facility, the Contractor’s personnel shall cooperate with State site requirements that include but are not limited to being prepared to be escorted at all times, providing information for badge issuance, and wearing the badge in a visible location at all times. Criminal Background

Check - The Contractor shall obtain from all Contractor and subcontractor personnel assigned to work on the

Contract a signed statement permitting a criminal background check. The Contractor shall secure at its own expense a Maryland State Police and/or FBI background check and provide the Contract Monitor with completed checks on the above-listed personnel assigned to work under the Contract prior to assignment. At a minimum, these background checks must include all convictions and probation before judgment (PBJ) dispositions. The Contractor may not assign an individual whose background check reflects any criminal activity to work under this Contract unless prior written approval is obtained from the Contract Monitor.

33. PROBLEM ESCALATION PROCEDURE: The Contractor must provide and maintain a Problem

Escalation Procedure (PEP) for both routine and emergency situations. The PEP must state how the Contractor will address problem situations as they occur during the performance of the Contract, especially problems that are not resolved to the satisfaction of the State within appropriate timeframes. The Contractor shall provide contact information to the Contract Monitor, as well as to other State personnel as directed should the Contract

Monitor not be available. The Contractor must provide the PEP no later than ten (10) Business Days after

Contract Commencement. The PEP, including any revisions thereto, must also be provided within ten (10)

Business Days after the start of each Contract year and within ten (10) Business Days after any change in circumstance which changes the PEP. The PEP shall detail how problems with work under the Contract will be escalated in order to resolve any issues in a timely manner. The PEP shall include: The process for establishing the existence of a problem; Names, titles, and contact information for progressively higher levels of personnel in the Contractor’s organization who would become involved in resolving a problem; For each individual listed in the Contractor’s PEP, the maximum amount of time a problem will remain unresolved with that individual before the problem escalates to the next contact person listed in the Contractor’s PEP;

Expedited escalation procedures and any circumstances that would trigger expedited them; The method of providing feedback on resolution progress, including the frequency of feedback to be provided to the State;

Contact information for persons responsible for resolving issues after normal business hours (e.g., evenings, weekends, holidays, etc.) and on an emergency basis; and a process for updating and notifying the Contract

Monitor of any changes to the PEP. Nothing in this section shall be construed to limit any rights of the

Contract Monitor or the State which may be allowed by the Contract or applicable law.

By signing this page, the Bidder agrees that he or she has read Attachment M and accepts the terms and conditions there within:

Date: ______________

By: ________________________________ (print name of Authorized Representative and Affiant)

_________________________________ (signature of Authorized Representative and Affiant)