HSMCC SUPPLEMENTARY Conditions- VC Restroom renovation.pdf

RFP No. 23134 SUPPLEMENTARY CONDITIONS Page - 1

SUPPLEMENTARY

CONDITIONS

CONSTRUCTION

CLAUSE PAGE

NUMBER CLAUSE NAME NO.

1. MINORITY BUSINESS PARTICIPATION 4

2. MBE LIQUIDATED DAMAGES 8

3. IDENTIFICATION OF CONTRACT DELIVERABLES 9

4. NOTICES 9

5. TAX EXEMPTION 9

6. PROCUREMENT OFFICER 9

7. MUSEUM SECURITY PROVISIONS 10

8. PRE-EXISTING REGULATIONS 10

9. MUSEUM POLICIES, RULES AND REGULATIONS 10

10. EMPLOYEE CONDUCT 10

11. RETENTION OF RECORDS 10

12. DISSEMINATION OF INFORMATION 10

13. BANKRUPTCY 10

14. ETHICS 11

15. QUALIFICATIONS 11

16. MULTI-YEAR CONTRACTS CONTINGENT

UPON APPROPRIATONS 11

17. ELECTRONIC TRANSACTIONS 11

18. SUBCONTRACTING, ASSIGNMENT 11

19. NON-EXCLUSIVE CONTRACT AND

NO ASSURANCES OF WORK 11

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20. QUALIFICATION TO DO BUSINESS IN THE

STATE OF MARYLAND 11

21. ARREARAGES 12

22. PAYMENT OF STATE OBLIGATIONS 12

23. INDEMNIFICATION 12

24. COMPLIANCE WITH LAWS 13

25. CONTINGENT FEE PROHIBITION 13

26. NON-DISCRIMINATION IN EMPLOYMENT 14

27. COMMERCIAL NON-DISCRIMINATION CLAUSE 14

28. NON-HIRING OF EMPLOYEES 14

29. DRUG FREE AND ALCOHOL FREE WORKPLACE 14

30. CORPORATE REGISTRATION 15

31. FINANCIAL DISCLOSURE 15

32. POLITICAL CONTRIBUTION DISCLOSURE 15

33. FEDERAL LOBBYING PROHIBITION 15

34. MARYLAAND LAW PREVAILS 15

35. REPRESENTATION 15

36. COMPLIANCE WITH ADA 15

37. LICIENSES, REGISTRATION AND QUALIFICATIONS 16

38. ANTI-BRIBERY 16

39. SET-OFF 16

40. BID/PROPOSAL AFFIDAVIT BY CONTRACTOR 16

41. INCORPORATION BY REFERENCE 16

42. COST AND PRICE CERTIFICATION 16

43. BID, PERFORMANCE AND PAYMENT BONDS 17

44. CONTRACTOR’S REQUIRED INSURANCE 18

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45. OWNERSHIP OF DOCUMENTS, EQUIPMENT

AND MATERIALS 19

46. RESPONSIBILITY OF CONTRACTOR 19

47. DISPUTES 19

53. LIQUIDATED DAMAGES 20

56. ENTIRE AGREEMENT 20

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SUPPLEMENTARY

CONDITIONS

CONSTRUCTION

1. MINORITY BUSINESS PARTICIPATION

There is no MBE subcontractor participation goal for this procurement.

.1 Establishment of Goal and Subgoals:

Notwithstanding any subgoals established above, the Contractor is encouraged to use a diverse group of subcontractors and suppliers from any/all of the various MBE classifications to meet the remainder of the overall MBE participation goal.

There are no MBE subcontractor participation subgoals for this procurement.

.2 Attachments _-1 to _-5. The following Minority Business Enterprise participation instruction and forms are provided to assist Bidders/Offerors:

Attachment _-1A MBE Utilization and Fair Solicitation Affidavit & MBE

Participation Schedule (MUST BE SUBMITTED WITH

BID/PROPOSAL)

Attachment _-1B Waiver Guidance

Attachment _-1C Good Faith Efforts Documentation to Support Waiver Request

Attachment _-2 Outreach Efforts Compliance Statement

Attachment _-3A MBE Subcontractor Project Participation Certification

Attachment _-3B MBE Prime Project Participation Certification

Attachment _-4A Prime Contractor Paid/Unpaid MBE Invoice Report

Attachment _-4B MBE Prime Contractor Report

Attachment _-5 Subcontractor/Contractor Unpaid MBE Invoice Report

.3 A Bidder/Offeror shall include with its Bid/Proposal a completed MBE Utilization and

Fair Solicitation Affidavit (Attachment No. _1A) whereby:

(a) The Bidder/Offeror acknowledges the certified MBE participation goal and commits to make a good faith effort to achieve the goal and any applicable subgoals, or requests a waiver, and affirms that MBE subcontractors were treated fairly in the solicitation process; and

(b) The Bidder/Offeror responds to the expected degree of MBE participation, as stated in the solicitation, by identifying the specific commitment of certified MBEs at the time of

Bid/Proposal submission. The Bidder/Offeror shall specify the percentage of total contract value associated with each MBE subcontractor identified on the MBE participation schedule, including any

RFP No. 23134 SUPPLEMENTARY CONDITIONS Page - 5 work performed by the MBE prime (including a prime participating as a joint venture) to be counted towards meeting the MBE participation goals.

(c) A Bidder/Offeror requesting a waiver should review Attachment No. _1B

(Waiver Guidance) and _1C (Good Faith Efforts Documentation to Support Waiver Request) prior to submitting its request. If a Bidder/Offeror fails to submit a completed Attachment No. _1A with the

Bid/Proposal as required, the Procurement Officer shall determine that the Bid is non-responsive or the Proposal is not reasonably susceptible to being selected for award.

.4 Bidders/Offerors are responsible for verifying that each of the MBE(s) (including any

MBE primes and/or MBE primes participating in a joint venture), selected to meet the goal and any subgoals and subsequently identified in Attachment _1A is appropriately certified and has the correct

NAICS codes allowing it to perform the committed work.

.5 Within ten (10) Working Days from notification that it is the recommended awardee or from the date of the actual award, whichever is earlier, the Bidder/Offeror must provide the following documentation to the Procurement Officer.

(a) Outreach Efforts Compliance Statement (Attachment No. _-2);

(b) MBE Prime/Subcontractor Project Participation Certification (Attachment No.

_-3A/3B);

(c) If the recommended awardee believes a waiver (in whole or in part) of the overall MBE goal or of any applicable subgoal is necessary, the recommended awardee must submit a fully-documented waiver request that complies with COMAR 21.11.03.11.

(d) Any other documentation required by the Procurement Officer to ascertain

Bidder/Offeror responsibility in connection with the certified MBE subcontractor participation goal or any applicable subgoals.

If the recommended awardee fails to return each completed document within the required time, the

Procurement Officer may determine that the recommended awardee is not responsible and, therefore, not eligible for Contract award. If the Contract has already been awarded, the award is voidable.

.6 A current directory of certified MBEs is available through the Maryland State

Department of Transportation (MDOT), Office of Minority Business Enterprise, 7201 Corporate Center

Drive, Hanover, MD 21076. The phone numbers are (410) 865-1269, 1-800-544-6056, or TTY (410)

865-1342. The directory is also available on the MDOT website at http://mbe.mdot.state.md.us/directory/. The most current and up-to-date information on MBEs is available via this website. Only MDOT certified MBEs may be used to meet the MBE subcontracting goals.

.7 The Contractor, once awarded a Contract, will be responsible for submitting or requiring its subcontractor(s) to submit the following forms to provide the state with ongoing monitoring of MBE Participation:

(a) Attachment No. _-4A (Prime Contractor Paid/Unpaid MBE Invoice Report);

http://mbe.mdot.state.md.us/directory/

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(b) Attachment No. _-4B (MBE Prime Contractor Report);

(c) Attachment No. _-5 (MBE) Subcontractor/Contractor Unpaid MBE Invoice

Report).

.8 A Bidder/Offeror that requested a waiver of the goal or any of the applicable subgoals will be responsible for submitting the Good Faith Efforts Documentation to Support Waiver Request

(Attachment No. _ -1C) and all documentation within ten (10) working days from notification that it is the recommended awardee or from the date of the actual award, whichever is earlier, as required in

COMAR 21.11.03.11.

.9 All documents, including the MBE Utilization and Fair Solicitation Affidavit * MBE

Participation Schedule (Attachment No. _1A), completed and submitted by the Bidder/Offeror in connection with its certified MBE participation commitment shall be considered a part of the resulting

Contract and are hereby expressly incorporated into the Contract by reference thereto. All of the referenced documents will be considered a part of the Bid/Proposal for order of precedence purposes

(See Contract – Attachment __, Section ___).

.10 The Bidder/Offeror is advised that liquidated damages will apply in the event that

Contractor fails to comply in good faith with the requirements of the MBE program and pertinent

Contract provisions (See Clause No. ___ of the Supplementary Conditions).

.11 As set forth in COMAR 21.11.03.12-I(D) when a certified MBE firm participates on a contract as a prime contractor (including a joint-venture where the MBE firm is a partner), a procurement agency may count the distinct, clearly defined portion of the work of the contract that the certified MBE firm performs with its own work force towards fulfilling up to fifty-percent (50%) of the

MBE participation goal (overall) and up to one hundred percent (100%) of not more than one of the

MBE participation sub-goals, if any, established for the contract.

In order to receive credit for self-performance, an MBE prime must list its firm in Section 4A of the

MBE Participation Schedule (Attachment No. _-1A) and include information regarding the work it will self-perform. For the remaining portion of the overall goal and the sub-goals, the MBE prime must also identify other certified MBE subcontractors (see Section 4B of the MBE Participation Schedule

(Attachment No. _11A)) used to meet those goals. If dually-certified, the MBE prime can be designated as only one of the MBE classifications but can self-perform up to 100% of the stated sub-goal.

As set forth in COMAR 21.11.03.12-1, once the Contract work begins, the work performed by a certified MBE firm, including an MBE prime, can only be counted towards the MBE participation goal(s) if the MBE firm is performing a commercially useful function on the Contract.

.12 With respect to Contract administration, the Contractor shall:

(a) Submit by the 20 th of each month to the Agency’s designated representative:

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(i) A Prime Contractor Paid/Unpaid MBE Invoice Report (Attachment No.

_-4A) listing any unpaid invoices, over 45 days old, received from any certified MBE subcontractor, the amount of each invoice and the reason payment has not been made; and

(ii) If Applicable) An MBE Prime Contractor Report (Attachment No. _-

4B) identifying an MBE prime’s self-performing work to be counted towards the MBE participation goals.

(b) Include in its agreements with its certified MBE subcontractors a requirement that those subcontractors submit by the 20 th of each month to HSMC’s designated representative an

MBE Subcontractor Paid/Unpaid Invoice Report (Attachment No. _-5) that identifies the Contract and lists all payments to the MBE subcontractor received from the Contractor in the preceding thirty (30) days, as well as any outstanding invoices, and the amounts of those invoices.

(c) Maintain such records as are necessary to confirm compliance with its MBE participation obligations. These records must indicate the identity of certified minority and non-minority subcontractors employed on the Contract, the type of work performed by each, and the actual dollar value of work performed. Subcontract agreements documenting the work performed by all MBE participants must be retained by the Contractor and furnished to the Procurement Officer on request.

(d) Consent to provide such documentation as reasonably requested and to provide right-of-entry at reasonable times for purposes of the State’s representatives verifying compliance with the MBE participation obligations. Contractor must retain all records concerning MBE participation and make them available for State inspection for three years after final completion of the Contract.

(e) Upon completion of the Contract and before final payment and/or release of retainage, submit a final report in affidavit form and under penalty of perjury, of all payments made to, or withheld from MBE subcontractors.

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2. MBE LIQUIDATED DAMAGES

The Contract requires the Contractor to make good faith efforts to comply with the Minority Business

Enterprise (“MBE”) Program and Contract provisions. The State and the Contractor acknowledge and agree that the State will incur economic damages and losses, including, but not limited to, loss of goodwill, detrimental impact on economic development, and diversion of internal staff resources, if the

Contractor does not make good faith efforts to comply with the requirements of the MBE Program and pertinent MBE Contract provision. The parties further acknowledge and agree that the damages the

State might reasonably be anticipated to accrue as a result of such lack of compliance are difficult or impossible to ascertain with precision and that liquidated damages represent a fair, reasonable, and appropriate estimation of damages.

.1 Upon a determination by the State that the Contractor failed to make good faith efforts to comply with one or more of the specified MBE Program requirements or pertinent MBE Contract provisions and without the State being required to present any evidence of the amount or character of actual damages sustained, the Contractor agrees to pay liquidated damages to the State at the rates set forth below. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty. The Contractor expressly agrees that the State may withhold payment on any invoices as an offset against liquidated damages owed. The Contractor further agrees that for each specified violation, the agreed-upon liquidated damages are reasonably proximate to the loss the State is anticipated to incur as a result of each violation.

.1 Failure to submit each monthly payment report in full compliance with

COMAR 21.11.03.13B(3): $6.49 per day until the monthly report is submitted as required.

.2 Failure to include in its agreements with MBE subcontractors a provision requiring submission of payment reports in full compliance with COMAR 21.11.03.13B(4): $22.71 per week per MBE subcontractor.

.3 Failure to comply with COMAR 21.11.03.12 in terminating, canceling or changing the scope or work/value of a contract with an MBE subcontractor and/or amendment of the

MBE participation schedule: the difference between the dollar value of the MBE participation commitment on the MBE participation schedule for that specific MBE firm and the dollar value of the work performed by that MBE firm of the Contract.

.4 Failure to meet the Contractor’s total MBE participation goal and sub-goal commitments: the difference between the dollar value of the total MBE participation commitment on the MBE participation schedule and the MBE participation actually achieved.

.5 Failure to promptly pay all undisputed amounts to an MBE subcontractor in full compliance with the prompt payment provisions of the Contract: $22.71 per day until the undisputed amount due to the MBE subcontractor is paid.

.2 Notwithstanding the assessment or availability of liquidated damages, the State reserves the right to terminate the Contract and to exercise any and all other rights or remedies which may be available under the Contract or which otherwise may be available at law or in equity.

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3. IDENTIFICATION OF CONTRACT DELIVERABLES

Unless otherwise specified, all documents prepared and submitted by the Contractor for HSMC under this contract shall include the following information on the cover page of each document:

(a) Name and business address of the contractor;

(b) Contract Number

(c) Point of Contact

(d) Date of transmittal

4. NOTICES

All notices to HSMC shall be sent by first class mail to:

Douglas Hunter

Director of Finance

Historic St. Mary’s City

PO Box 39

St. Mary’s City, MD 20686

All notices for the Contractor will be sent to:

Notice as required under this Agreement shall be sent via first class mail.

5. TAX EXEMPTION

HSMC 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 materials 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. Tax exemption number for Historic St. Mary’s City Commission are:

Maryland State Tax Exempt No. 30042627

6. PROCUREMENT OFFICER

Upon award of contract HSMC shall designate someone to serve as Procurement Officer for this

Agreement. All contact between HSMC and Contractor regarding all matters relative to this Agreement after award shall be coordinated through the Procurement Officer.

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7. MUSEUM SECURITY PROVISIONS

All security requirements established by HSMC for its facilities shall become a part of these specifications, and it shall be the vendor’s responsibility to comply with these security provisions.

8. PRE-EXISTING REGUALTIONS

The regulations set forth in HSMC Procurement Policies and Procedures in effect on the date of execution of this Contract are applicable to this Contract.

9. MUSEUM POLICIES, RULES AND REGULATIONS

The Contractor agrees to abide by all museum policies, rules and regulations in effect for all Museum policies, rules and regulations in effect for all Historic St. Mary’s City Commission employees while working on the campus and/or dealing with any students off the campus in furtherance of the contractor’s obligations under this contract.

10. EMPLOYEE CONDUCT

The Contractor is responsible for all employees and their actions while on the campus and HSMC reserves the right to remove from the premises any employee of the Contractor who in any way acts in a manner which is considered unacceptable by HSMC.

11. RETENTION OF RECORDS

The Contractor shall retain and maintain all records and documents relating to this Contract for three (3) years after final payment by HSMC hereunder or any applicable statue of limitation, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State of Maryland, including the procurement officer or designee, at all reasonable times.

12. DISSEMINATION OF INFORMATION

Contractor may not release any information related to the services or performance of the services under this Contract nor publish any final reports or documents without the prior written approval of HSMC.

Contractor shall indemnify the State and HSMC, their officials, agents, and employees, from any liability that may be incurred by reason of dissemination, publication, distribution, or circulation, of any information, or materials pertaining to this Contract by Contractor, its agents, or employees.

13. BANKRUPTCY

Upon the filing of any bankruptcy proceeding by or against Contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, Contractor must notify HSMC immediately. Upon learning of the actions herein identified, HSMC reserves the right at its sole discretion either to cancel the contract or to affirm the Contract, and to hold contractor responsible for damages.

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14. ETHICS

This Contract is cancellable in the event of a violation of the Maryland Public Ethics Law by the

Contractor or any Museum employee or official in connection with this procurement.

15. QUALIFICATIONS

By submitting a bid, the vendor certifies and affirms that it has the knowledge, experience, skills, equipment and other resources to satisfactorily perform the nature and magnitude of work necessary to complete the project.

17. ELECTRONIC TRANSACTIONS

Electronic transactions are not permitted in connection with this Agreement unless authorized by the

Contracting Officer.

18. SUBCONTRACTNG, ASSIGNMENT

Contractor may not, during the term of this Agreement or any renewals or extensions of the Agreement, assign or subcontract all or any part of the Agreement without the prior written approval of the

Procurement Officer. Any approved subcontract or assignment is subject to all terms and conditions that the State deems necessary. HSMC is not responsible for Contractor’s obligations to its subcontractors.

19. NON-EXCLUSIVE CONTRACT AND NO ASSURANCES OF WORK

The parties acknowledge and agree that this Contract is not exclusive and that HSMC may purchase the same or similar goods and services from other vendors. Further, the Contractor acknowledges that it has received no assurances of any minimum amount or type of work or any minimum amount of compensation under this contract.

20. QUALIFICATION TO DO BUSINESS IN THE STATE OF MARYLAND

Any out of state entity not already registered with the Maryland State Department of Assessments and

Taxation to do business in Maryland shall be required to do so prior to entering into a contract with

HSMC.

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21. ARREARAGES

By submitting a response to this solicitation, a vendor shall be deemed to represent that it is not in arrears in the payment of any obligation due and owing the State of Maryland, including the payment of taxes and employee benefits, and that it shall not become so in arrears during the term of the contract if selected for contract award.

22. PAYMENT OF STATE OBLIGATIONS

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. 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.

All payment under this contract shall be made via Electronic Fund Transfers (EFT).

Invoices shall contain the following information: Contract Number, Purchase Order Number and

Contractor’s Federal ID number or Social Security Number, and other information as specified by the

Procurement Officer. Each contract line item number (CLIN) will have assigned to it a Purchase Order

Number. Invoices MUST show the correct Purchase Order number for the items being billed. Failure to provide proper Purchase Order number will cause delays in the payment process and is cause for rejection of invoice. Invoices shall be mailed to:

Accounts Payable

Historic St. Mary’s City Commission

PO Box 39

St. Mary’s City, MD 20686

For information regarding billing please call (240) 895-4970

Accounts Payable Fax Number: (240) 895-4968

23. INDEMNIFICATION

.1 To the fullest extend permitted by law, the Contractor shall indemnify and hold harmless HSMC and the Architect and their agents, employees, officers and their agents, employees, officers, and trustees from and against all claims, damages, losses and expenses, including but not limited to attorney’s fees, arising out of or resulting from the performance of the work, provided that any such claim, damage or loss or expense (1) is attributable to actual or threatened bodily injury, sickness, disease or death, or to actual or threatened injury to or destruction of tangible property including the loss of use resulting therefrom, and including but not limited to purely economic loss, and (2) is caused in whole or in part by any failure by the Contractor or its Subcontractors or Suppliers at any tier to perform any requirement of the Contractor by any negligent act or omission on the part of the Contractor, its

Subcontractors or Suppliers at any tier, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Clause.

.2 In any and all claims against HSMC or the Architect or any of their agents, employees, officers, or trustees by any employee of the Contractor, any Subcontractor or supplier at any tier, anyone

RFP No. 23134 SUPPLEMENTARY CONDITIONS Page - 13 directly or indirectly employed by any of them, or anyone for whose acts any of them are liable, the indemnification obligation under this Clause shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any

Subcontractor or supplier under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

.3 HSMC has 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 contractors obligations under this Contract. HSMC has 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. The Contractor shall immediately notify the Purchasing

Agent by phone with a follow-up in writing within two days 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. The contractor will cooperate, assist, and consult with HSMC in the defense or investigation of any claim, suit, or action made or filed against HSMC as a result of or relating to the Contractor’s performance under this Contract.

24. COMPLIANCE WITH LAWS

The Contractor hereby represents and warrants that:

.1 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;

.2 It is not in arrears with respect to the payment of any moneys 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;

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

.4 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.

25. 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, architect, or engineer, 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.

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26. 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.

27. COMMERCIAL NON-DISCRIMINATION CLAUSE

As a condition of entering into this Agreement, contractor represents and warrants that it will comply with the State’s Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance and Procurement Article of the Annotated code of Maryland. As part of such compliance, contractor may not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, material status, sexual orientation, or on the basis of 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 Agreement and may result in other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

As a condition of entering into this Agreement, upon the Maryland Human Relations Commission’s request, and only after the filing of a complaint against contractor under Title 19 of the State Finance and Procurement Article, as amended from time to time, Contractor agrees to provide within60 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 Contractor 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 Title 19 of the State Finance and Procurement

Article of the 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 Agreement and may result in contract termination, disqualification by the State from participating in

State contracts, and other sanctions.

28. NON-HIRING OF EMPLOYEES

No employee of the State of Maryland or any unit 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 the State of Maryland or any unit thereof.

29. DRUG FREE 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 the Contract.

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30. CORPORATE REGISTRATION

Pursuant to 7-201 et seq. of the Corporations and Associations Article of the Annotated Code of

Maryland, corporations and other legal entities not incorporated or formed in the State of Maryland shall be registered with the State Department of Assessments and Taxation, 301 West Preston Street, Baltimore, MD 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.

31. FINANCIAL DISCLOSURE

Contractor shall comply with the provisions of Section 13-221 et seq. of the State Finance and

Procurement Article, 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 $100,000 or more, shall within 30 days of the time when the aggregate value of these contracts, leases or other agreements reaches $100,000, file with the Secretary of State certain specified information to include disclosure of beneficial ownership of the business.

32. POLITICAL CONTRIBUTION DISCLOSURE

The Contractor shall comply with the provisions of Section 14-101 et seq. of the Election Law Article of the Annotated code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State of Maryland or a political subdivision of the State, including its agencies, during a calendar year in which the person receives in the aggregate $100,000 or more, shall file with the State Administration board of Election Laws a statement disclosing certain campaign or political contributions in excess of $500.

33. FEDERAL LOBBYING PROHIBITION

In accordance with 31 U.S. C. § 1352, HSMC and Contractor, and any subcontractors are prohibited from using any federal funds for the purpose of lobbing Congress or any federal agency in connection with the awarding of a particular contract, grant, cooperative agreement, or loan. Any recipient of federal funds that received over $100,000 in federal monies must also file a “Disclosure of Lobby

Activities” from (Federal Form SF LLL). Contractor hereby specifically agrees to abide by all applicable requirements of 31 U.S.C. § 1352.

34. MARYLAND LAW PREVAILS

The laws of Maryland shall govern the interpretation and enforcement of this Contract.

35. REPRESENTATION

Each party to this agreement represents and warrants to the other that it has full right, power, and authority to execute this Contract.

36. COMPLIANCE WITH ADA

Contractor shall comply with the Americans with Disabilities Act (ADA), 42, U.S.C. § § 12101 et seq.

and applicable regulations. To the extent required by the ADA, Contractor’s facilities, services, and programs shall be accessible to persons with disabilities. Contractor shall bear sole responsibility for assuring that its activities under this Agreement conform to the ADA. Contractor shall indemnify the

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State in any action brought pursuant to the ADA for all damages, attorney fees, litigation expenses, and costs, if such action or proceeding arises from the acts of Contractor, or of Contractor’s employees, agents, or subcontractors.

37. LICIENSES, REGISTRATION AND QUALIFICATIONS

The Contractor must be licensed as required by the laws of the State of Maryland as applicable to the performance of work under this Contract. See, e.g., Md. Bus. Reg. code Ann., title 8 and Title 17, subtitle 6. All work performed by the Contractor shall conform to all State and local codes and ordinances and such other statutory provisions that pertain to this class of work. Such codes, rules, regulations and local ordinances are to be considered part of these specifications. HSMC reserves the right to require that the Contractor demonstrate that it has the skills, equipment and other resources to satisfactorily perform the nature and magnitude of work necessary to complete the project. HSMC has the option of requiring all personnel working on this contract to have copies of their license/registration forms on file with the Purchasing Agent at HSMC.

38. ANTI-BRIBERY

The Contractor warrants that neither it nor any of its officers, directors or partners, nor any employees who are directly involved in obtaining or performing contracts with any public body has been convicted of bribery, attempted bribery or conspiracy to bribe under the laws of any state or the federal government.

39. SET-OFF

The State may deduct from and set off against any amounts due and payable to Contractor any back-charges, penalties, or damages sustained by the State, by virtue of any breach of this Contract by

Contractor or as otherwise permitted by law. Nothing herein shall be construed to relieve Contractor of liability for additional costs resulting from a failure to satisfactorily perform the services.

40. BID/PROPOSAL AFFIDAVIT BY CONTRACTOR

All terms and conditions of the Bid/Proposal Affidavit, attached as Attachment No.2, are made a part of this contract.

41. INCORPORATION BY REFERENCE

The General Conditions of the Contract between Historic St. Mary’s City Commission and the

Contractor Attachment no 3 , all terms and conditions of this solicitation, any appendices and amendments thereto, and the Contract/Bid Affidavits signed by the Vendor and returned with the bid are all incorporated by reference into any contract, and subsequent purchase orders resulting from this IFB.

42. COST AND PRICE CERTIFICATION

The Contractor by submitting cost or price information certifies that, to the best of its knowledge, the information submitted is accurate, complete, and current as of a mutually determined specified date prior to the conclusion of any price discussions or negotiations for:

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.1 A negotiated contract, if the total contract price is expected to exceed $100,000. or a smaller amount set by the procurement officer; or

.2 A change order or contract modification, expected to exceed $100,000. or a smaller amount set by the procurement officer.

.3 The price under this Contract and any change order or modification hereunder, including profit or, fee shall be adjusted to exclude any significant price increases occurring because the

Contractor furnished cost or price information which, as of the date agreed upon between the parties, was inaccurate, incomplete, or not current.

43. BID, PERFORMANCE AND PAYMENT BONDS

.1 Bid, Performance and Payment bonds are required when the amount of the bid, including base bid and any alternates, is in excess of $100,000.

.2 Bid bonds shall be in an amount equal to twenty percent (20%) of the total bid amount including base bid and any alternates and must be included with the bid package.

.3 Performance and Payment bonds shall be in the full amount of the contract price.

HSMC will provide the contractor with copies of the Performance and Payment Bonds forms which must be executed and returned to HSMC within ten (10) days from date of award of contract.

.4 The premiums for the bonds shall be paid by the Contractor.

.5 At the direction of HSMC, the Contractor may be required to increase the amount of the bonds; for such additions the Contractor will be reimbursed by HSMC for the actual cost of the increased bond premium. Whenever the amount of the contractor’s bonds is increased at HSMC’s request, HSMC must receive proof of the increase in satisfactory form from the surety. HSMC will not be liable to the Contractor for any increase in bonds not requested by HSMC.

.6 HSMC may reject a bidder as being not responsible if the bidder fails to furnish performance and payment bonds from a surety which HSMC determines has not, in the past, responded diligently and in good faith to bond claims, if any, of the State or of subcontractors and suppliers.

.7 Should HSMC declare the Contractor to be in default, the Surety will be obligated to perform in accordance with the executed performance bond.

.8 If HSMC declares the Contractor to be in default, the surety has no right to require

HSMC to contract with a Contractor of the surety’s choosing. The surety must either (1), complete the project or cure the default or (2), allow HSMC to complete the project or cure or remedy the default, with the surety to remain liable to HSMC for excess completion costs and other damages.

.9 Performance Bonds secure, for the benefit of HSMC, proper performance of all obligations of the contractor to HSMC under the contract. Performance Bonds do not secure subcontractors or suppliers at any tier against nonpayment by the Contractor or others.

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44. CONTRACTOR’S REQUIRED INSURANCE

.1 The contractor shall secure, pay the premiums for, and keep in force until the expirations of this Contract, and any renewal thereof, adequate insurance as provided below, such insurance to specifically include liability assumed by the Contractor under this Contract.

.1 Commercial General Liability Insurance including all extensions:

$1,000.000. each occurrence;

$2,000,000 personal injury;

$2,000,000 personal injury;

$2,000,000 products/completed operations;

$2,000.000 general aggregated

.2 Workmen’s Compensation Insurance and Unemployment Insurance as required by the Laws of the State of Maryland.

.3 Owner’s Landlord’s and Tenant’s and contractor’s bodily injury liability insurance, with limits of not less than $500,000 for each person and $2,000,000 for each accident.

.4 Property damage liability insurance with a limit of not less than $2,000,000 for each accident.

.5 If automotive equipment is used in the operation, automobile bodily injury liability insurance with limits of not less than $1,000,000 for each person and $2,000,000 for each accident, and property damage liability insurance, with a limit of not less than $2,000,000 for each accident.

.6 Food projects liability insurance, if not included in the Comprehensive, with limits of not less then $1,000,00 for each person and $2,000,000 for each accident.

.2 All policies for liability protection, bodily injury or property damage must specifically name on its face, Historic St. Mary’s City Commission AND the State of Maryland as additionally named insured as respects to operations under the contract and premises occupied by the Contractor provided, however, with respect to the Contractor’s liability for bodily injury or property damage under items 1.1 through 1.6 above, such insurance shall cover and not exclude Contractor’s liability for injury to the property of HSMC and to the persons or property of employees, students, faculty members, agents, officers, trustees, invitees or guests of HSMC.

.3 Each insurance policy shall contain the following endorsements: “It is understood and agreed that the Insurance Company shall notify in writing the Procurement Officer forty-five (45) days in advance of the effective date of any reduction in or cancellation of this policy.” A certificate of each policy of insurance shall be furnished to the Procurement Officer. With the exception of

Workmen’s Compensation, upon the request of the Procurement Officer a certified true copy of each policy of insurance, including the above endorsement manually countersigned by an authorized representative of the insurance company, shall be furnished to the Procurement Officer. A certificated of insurance for Workmen’s Compensation together with a properly executed endorsement for cancellation notice shall also be furnished. Following the notice of Contract award, the requested

Certificates and Policies shall be delivered to the Procurement Officer within ten (10) days of award of contract. Notices of policy changes shall be furnished to the Procurement Officer.

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45. OWNERSHIP OF DOCUMENTS, EQUIPMENT AND MATERIALS

.1 Ownership, Contractor agrees that all documents, equipment, and materials including but not limited to reports, drawings, studies, specifications, estimates, maps, software, photographs, designs, graphics, mechanical, artwork, and computations prepared by or for, or purchased by or for, Contractor because of this Contract shall at any time during the term of the contract be available to

HSMC and shall become and remain the exclusive property of HSMC upon termination or completion of the services. HSMC shall have the right to use same without restriction and without compensation to

Contractor other than that provided in this Contract. HSMC shall be the owner for purposes of copyright, patent, or trademark registration, and Contractor hereby transfers to HSMC any rights it may have in the work produced pursuant to this contract. Contractor agrees that at all times during the term of this Contract and thereafter, the works created and services performed shall be “works made for hire” as that terms is interpreted under copyright law. To the extent that any products created under this

Contract are not HSMC works for hire, contractor hereby transfers and assigns to HSMC all if its rights, title and interest (including all intellectual property rights) to all such products created under this

Contract, and will cooperate reasonably with HSMC in effectuating and registering any necessary assignment.

.2 Third party: Indemnification. If Contractor obtains or uses for purposes of this

Contract or any subcontracts any design, device, material, process, or work covered by patent, copyright, or trademark, Contractor shall ensure HSMC is licensed to possess and to use such design, device, material, process, or work. Contractor shall indemnify the State, HSMC, their officials, agents, and employees with respect to any claim, action, cost, or judgment for patent, trademark, or copyright infringement, arising out of the possession or use of any design, device, material, process, supplies, equipment, services or other work covered by this Contract.

46. RESPONSIBILITY OF CONTRACTOR

Contractor shall perform the services with that standard of care, skill, and diligence normally provide by a contractor in the performance of similar services. If contractor fails to perform the Services, and such

Failure is made known to Contractor within two years after expiration of this Agreement, it shall, if required by HSMC, perform at its own expense and without additional cost to HSMC, 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 HSMC.

47. DISPUTES

.1 Except as otherwise may be provided by law, all disputes arising under or as a result of a breach of this contract that are not disposed of by mutual agreement shall be resolved in accordance with this Disputes clause and in accordance with HSMC Procurement Policies and Procedures, Section

8, “Protest and Appeals.”

.2 As used herein, “claim” means a written demand or assertion by one of the parties seeking, as a legal right, the payment of money, adjustment or interpretation of contract terms, or other relief, arising under or relating to this interpretation of contract terms, or other relief, arising under or relating to this contract. A voucher, invoice, or request for payment that is not in dispute when submitted is not a claim under this clause. However, if the submission subsequently is not acted upon in a reasonable time, or is disputed as to liability or amount, it may be converted to a claim for the purpose of this clause.

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.3 Prior to filing a contract claim, the contractor shall contact the Procurement Officer and attempt, in good faith, to resolve by mutual agreement any disputes or disagreements that arise in connection with the Contract. When a dispute cannot be resolved by mutual agreement, the contractor shall submit a written contract claim to the Procurement Officer for a decision, made in consultation with the Office of the Attorney General. The claim shall be filed with the Procurement Officer within thirty (30) days of when the basis of the claim was known or should have been known, whichever is earlier.

.4 The Procurement Officer’s decision shall be final and conclusive unless the unless the contractor mails or otherwise files a written appeal as provided by HSMC Procurement Policies and

Procedures, Section 8, “Protest and Claims” within 30 days of receipt of the decision.

.5 Pending resolution of a claim, the contractor shall proceed diligently with the performance of the contract in accordance with the Procurement Officer’s decision.

F.30 EPA COMPLIANCE

Materials, supplies, equipment or services shall comply in all respects with the Federal Noise Act of

1972, where applicable.

F.31 OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.)

All materials, supplies, equipment or services supplied as a result of this contract shall comply with the applicable U.S. and Maryland Occupational Safety and Health Act standards.

LIQUIDATED DAMAGES

As detailed in Section 7.12 of the General Conditions of the Contract between the Contractor and

Historic St. Mary’s City Commission, for each day that the work shall be uncompleted after the contract completion date, as may be extended through a Change Order, the Contractor shall be liable for liquidated damages in the amount of $ 250.00 per day

56. ENTIRE AGREEMENT

This Agreement, together with the Exhibits and other documents incorporated by reference, represents the complete and final understanding of the parties. No other understanding, oral or written, regarding the subject matter of this Agreement, may be deemed to exist or to bind the parties at the time of execution.