Exhibit 2 - Sample Contract revision 2024 Small Procurement (no action needed).pdf

SHA Short Form Contract, rev. 10/24, Page 1 of 4

MARYLAND DEPARTMENT OF TRANSPORTATION

SHORT FORM CONTRACT FOR PROCUREMENTS $100,000 OR LESS

Small Procurement Procedures (COMAR 21.05.07)

Maryland Department of Transportation NAME OF CONTRACTOR State Highway Administration Address of Contractor (Office or Division):

(Address) (SHA Procurement Officer Name)

CONTRACT NO.: Solicitation Number:________________________ (if different from Contract Number)

CONTRACT DESCRIPTION:

CONTRACT AMOUNT: ($

00/100) (Express in words and figures)

CONTRACT COMMENCEMENT: CONTRACT COMPLETION:

THIS CONTRACT, entered into on the Contract Commencement date stated above, by the Maryland Department of Transportation’s State Highway Administration, an agent of the State of Maryland (“SHA”), and entity named above (“Contractor”), witnesseth that the parties hereto for the consideration herein mentioned do mutually agree as follows:

STATEMENT OF WORK: The Contractor shall furnish all labor, equipment, and materials, and perform the work above described under Contract Description and for the Contract Amount stated above, in strict accordance with the conditions, affidavits, and proposals either contained herein or attached hereto and in strict accordance with the specifications, solicitation; unit price schedules, if applicable; drawings; and Contractor’s proposal, all of which are incorporated into this Contract and subject to the Terms and Conditions stated below.

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

Exhibit A – The IFB/RFP, including all applicable appendices and supplementals.

[[If the procurement has components of information technology within a services contract, the Procurement Officer should determine which supplemental contains the overriding requirements and list the supplementals in the order of hierarchy below. For other supplementals, delete these bullets.]] If more than one supplemental applies to this contract, they are considered in the following order:

• Professional Services Supplemental

• Information Technology Supplemental

Exhibit B – The Contract Affidavit, executed by the Contractor and dated (date of Attachment C) Exhibit C – The Bid/The Technical Proposal Exhibit D – The Financial Proposal

TERMS AND CONDITIONS:

(1) 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

SAMPLE

SHA Short Form Contract, rev. 10/24, Page 2 of 4 the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

(2) Maryland Law Prevails. The law of Maryland shall govern the interpretation and enforcement of this Contract.

(3) 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.

(4) 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).

(5) 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.

(6) Nondiscrimination. The Contractor shall comply with the nondiscrimination provisions of federal and Maryland law including, but not limited to, the provisions of State Finance and Procurement Article, Title 19, Annotated Code of Maryland.

(7) 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.

(8) 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).

(9) Prompt Payment of Subcontractors.

(a) 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 §G(9)(a)—(d) of this regulation, the terms “undisputed amount”, “prime contractor”, “contractor”, “subcontractor” and “supplier” have the meanings stated in COMAR 21.10.08.01.

(b) A contractor shall promptly pay its subcontractors or suppliers an undisputed amount to which a subcontractor or supplier 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.

(c) If a contractor fails to make payment within the period prescribed in §G(9)(b) of this regulation, a subcontractor or supplier may request a remedy in accordance with COMAR 21.10.08.

(d) A contractor shall include in its subcontracts at any tier for work under this contract, wording that incorporates the provisions, duties, and obligations of §G(9)(a)—(d) of this regulation, State Finance and Procurement Article, §15-226, Annotated Code of Maryland, and COMAR 21.10.08.

SHA Short Form Contract, rev. 10/24, Page 3 of 4

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SHA Short Form Contract, rev. 10/24, Page 4 of 4

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first set forth herein.

WITNESS/ATTEST: FOR (Insert the name of the Contractor):

By:

Authorized Signature / Date

Name Typed

Title

Federal Employer Identification Number or

S.S.N.

WITNESS/ATTEST: FOR THE STATE HIGHWAY

ADMINISTRATION:

By:

Authorized Signature / Date

Name Typed

Title

This contract form has been approved for form and legal sufficiency by an Assistant Attorney General for the Maryland Department of Transportation’s State Highway Administration, pursuant to COMAR 21.05.07.06H.

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