SMALL PROCUREMENT CONTRACT

Contract Title: MDoA-SP-27-05 – Durable Medical Equipment Delivery Service eMMA Solicitation Number: BPM059095

State Assigned Purchase Order Number: [TBD]

THIS SMALL PROCUREMENT CONTRACT (“Contract”) is made between the

Maryland Department of Aging (“Department”), 36 South Charles Street, 12th Floor, Baltimore, Maryland 21201, and _____________ (“Contractor”), whose address is __________________.

IN CONSIDERATION OF the promises and the covenants herein contained, the parties agree as follows:

I - SCOPE OF SERVICES

Subject to the continuing availability of State and/or federal funds, the Department hereby engages the Contractor, on an as-needed basis, to provide delivery services regarding the

Department’s Maryland Durable Medical Equipment Re-Use.

These services shall be provided in accordance with the terms and conditions of this

Contract, the terms of the solicitation issued by the Department for this procurement

(“Solicitation”), and Contractor’s proposal submitted in response to the Solicitation (“Proposal”).

The Solicitation and Proposal are incorporated herein by reference. To the extent that a portion of the Contractor’s Proposal does not comport with this Contract or the Solicitation, that portion of the Proposal is superseded. If there is any conflict among the Contractor’s Proposal, the

Solicitation, and this Contract (including any amendments), the following order of precedence shall determine the prevailing provision: (1) Contract (including any amendments), (2)

Solicitation, and (3) Contractor’s Proposal.

Contractor acknowledges and agrees that it will execute an “Equipment Acceptance

Form” substantially in the form of Attachment A attached hereto.

This agreement shall constitute the scope of services provided under this Contract;

provided, however, that the Department shall retain the unilateral right to require changes in the scope of services provided so long as such changes are within the general scope of work to be performed hereunder.

II - TERM

The term of this Contract shall be for a period from October 15, 2026, through October

14, 2031.

III - CONSIDERATION, PAYMENT AND PERFORMANCE

A. Subject to the continuing availability of State and/or federal funds, the Department shall pay the Contractor fees in accordance with the terms of the Solicitation and Contractor’s

Proposal.

B. Each invoice for services rendered must reflect the Contractor’s federal tax identification number or Social Security No., which is ________________. Charges for late payment of invoices other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement

Article, Annotated Code of Maryland, as from time to time amended, are prohibited.

C. The maximum amount of services the Department can obtain under this Contract may not exceed $100,000. There is no minimum amount of work guaranteed by the Department.

D. 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. The final Contract payment will not be made until after certification is received from the Comptroller of the State that all taxes have been paid.

IV - GENERAL PROVISIONS AND CONDITIONS

A. State Laws and Regulations: The terms of this Contract and its execution, interpretation and enforcement are subject to all applicable Maryland laws and regulations and approval of other agencies of the State of Maryland as required under said laws and regulations.

B. 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.

C. Termination for Default: If the Contractor does not fulfill its obligations under this Contract or violates any provisions 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.

D. 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 as of 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).

E. Amendments: 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).

F. Nondiscrimination: The Contractor shall comply with the provisions of State

Finance and Procurement Article, Title 19, Annotated Code of Maryland. The Contractor shall comply with applicable nondiscrimination provisions of federal and Maryland laws and regulations. In addition, for the avoidance of doubt, if Contractor seeks to adjust any fees with respect to service occurrences involving recipients of equipment provided under this Contract, Contractor shall not discriminate among recipients in any unlawful manner regarding application of such fee adjustments.

G. 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.

H. 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, Administrative and Civil Remedies. Pending resolution of a dispute, the

Contractor shall continue to perform this Contract, as directed by the Procurement Officer.

I. Non-liability of Department/Indemnification: It is understood and agreed that the

Department shall not be liable in any action of tort, contract, or otherwise for any actions of the

Contractor arising out of this Contract. Contractor acknowledges that Contractor is accepting and taking ownership of any and all equipment provided under this Contract (“Equipment”) “as-is” without warranty and “with all faults.” The Department, including its officers, officials, employees, agents, and volunteers (collectively, “Releasees”), makes no representations whatsoever, extends no warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, and assumes no responsibilities whatsoever with respect to design, development, manufacture, or use of the

Equipment.

Contractor does hereby waive, release, and discharge any and all claims for damages for personal injury, death, property damage, any claim in tort, or any other claim, regardless of legal theory, that may hereafter accrue as a result of the use of any Equipment. The entire risk as to the performance of the Equipment is assumed by Contractor. In no event shall the Department or any of the Releasees be responsible or liable for any direct, indirect, special, incidental, or consequential damages, lost profits, or any other economic or physical loss, injury, or damage to any individual, regardless of whether such loss, injury, or damage was caused or alleged to be caused in whole or in part by the passive or active negligence of the Department or any of the

Releasees, and regardless of any legal theory resulting from use of the Equipment. The above limitations on liability apply even though the Department may not have advised of the possibility of such damage.

Contractor agrees to indemnify and hold harmless the Department and the Releasees from any and all claims, liability, and damages arising from the use of the Equipment.

J. Confidential Information: Contractor agrees to keep all confidential information submitted to it in the course of this undertaking confidential, and to refrain from using the confidential information for purposes other than in the performance of this Contract.

Contractor will impose this requirement of confidentiality upon all of its employees and subcontractors. All subcontract agreements to be entered into in connection with this undertaking by Contractor shall contain confidentiality requirements similar to the provisions of this Contract.

K. Ownership of records. The Contractor agrees that the Department retains all ownership rights associated with records, in whatever format (including, but not limited to, data, reports, research results, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, artwork, and computations), created by the Contractor in the performance of this Contract, and agrees that such records shall be the sole property of the Department and made available to the Department at any time. The Department shall have the right to use records created by the Contractor in the performance of this Contract without restriction and without compensation to the Contractor other than the compensation specifically provided by this Contract.

Upon termination or expiration of the Contract, if applicable, the Contractor, at its own expense, shall deliver any records, equipment, software, or other property, provided to the

Contractor by the Department to the place designated by the Procurement Officer.

V - ADMINISTRATION

The work to be accomplished under this Contract shall be monitored by Cherrell Keys

(“Contract Monitor”). Only the Department’s Procurement Officer, Aaron Peterson, can make any binding decisions regarding the administration and performance of this Contract. All matters relating to the administration or performance of this Contract shall be referred to the Procurement

Officer for determination.

VI - REPRESENTATIVES

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

[Signatures appear on the following page]

CONTRACTOR

By: ____________________________________

(Signature)

(Printed or Typed Name)

(Title)

(Date)

MARYLAND DEPARTMENT OF AGING

By: ____________________________________

Carmel Roques

Secretary

Maryland Department of Aging

(Date)

Approved for form and legal sufficiency for the State of Maryland this ______ day of , 20____.

Assistant Attorney General

Attachment A - Equipment Acceptance Form