Sample RFP Agreement and Attachments October 2025.pdf

«Contract_Date»

«AddressBlock»

Matter: Contract for Consulting Services

Subject: «Subject» RFP Date: «RFP_Date»

Your Proposal: «Application_Date» PSC Case No.: «CN» Contract date: «Contract_Date» OPC Contract No.: «Contract_»

Dear «Salutation» «Last_Name»:

I am pleased to inform you that the Maryland Office of People’s Counsel (“OPC”) has accepted «Business_Full»’s (“«Business_Short_»”) Technical and Financial Proposal dated «Application_Date», concerning «Business_Short_»’s provision of Consultant Services to OPC regarding «Regarding» «Case_Name».

Payment under the Contract shall be up to but not to exceed «Amount_Long» («Amount_Short»), which includes both labor and expenses.

Due to short deadlines, OPC requested that «Business_Short_» continue its work on this case before we sent this Contract to you. To ensure that «Business_Short_» is treated equitably, the Contract expressly provides that «Business_Short_»’s invoices may include a request for payment for services rendered by «Business_Short_» before the Contract’s date of execution if those Services were undertaken for OPC expressly for «Business_Short_»’s work on «Case_Number».

Pursuant thereto, I am enclosing our updated, standard Maryland Office of People’s Counsel “Consultant Services Contract,” to which is attached: (1) OPC’s «RFP_Date» Request for Proposals, labeled as “Exhibit A”; (2) your «Application_Date» Proposal, labeled as “Exhibit B”; (3) a “Contract Affidavit Addendum” labeled as “Exhibit C”; and, (4) a “Conflict of Interest Affidavit and Disclosure” labeled as “Exhibit D.” If you agree with the terms and representations stated in the Contract and the Exhibits attached thereto, please follow these instructions:

«Salutation» «First_Name» «Last_Name» «Contract_Date»

1. Under Section 4.2 of the Contract, please check that your business Tax ID number is entered accurately.

2. Sign and date the completed Contract, and then have your signature witnessed. The contract and exhibits may be signed electronically.

3. Please fill in any and all responsive and appropriate information requested on Exhibit B, and then date and sign Exhibit B.

4. Please review Exhibit C. If no additional information is required, please date and sign Exhibit C. This indicates that your assistance to this Office is not hampered by any actual or potential conflicts of interest. If you believe that the questions will require supplementary or additional information in your responses, however, please call me.

Please note: All invoices sent in for payment must:

(1) include the OPC Contract Number listed on this letter’s first page, your company’s federal tax identification number, and,

(2) be sent by email to the attention of invoices.opc@maryland.gov.

Upon completion, please make a copy for your records and then promptly return all documents and forms, with the original signatures, to my attention. They may be sent be email. We thank you in advance for your patience, kind cooperation and valued assistance. If you have any questions, please feel welcome to contact me at 410-767-8150.

Sincerely, Sarah P. DeMaio

Deputy Operations Manager and Procurement Officer

Enclosures

CONSULTANT SERVICES CONTRACT

THIS CONTRACT is made on this «Contract_Date_Long», by and between «BUSINESS_FULL», and the MARYLAND OFFICE OF THE PEOPLE’S COUNSEL.

IN CONSIDERATION of the premises and the covenants herein contained, the parties agree as follows:

1. Definitions

In this Contract, the following words have the meanings indicated:

1.1 “Consultant Services” or “Services” means those services described in the

“Request for Proposal” or, if there is no “Request for Proposal,” those services described in Contractor’s Technical and Financial Proposal, or both.

1.2 “Contract” means this Consultant Services Contract.

1.3 “Contractor” means «Business_Full», a/an «State_Long»

«Business_Type_Long», whose principal business address is «Street_Address» «City», «State_Short» «Zip».

1.4 “OPC” or “the Office” means the Maryland Office of the People’s Counsel.

1.5 “Proposal” means Contractor’s Technical and Financial Proposal dated

«Application_Date», concerning «Business_Short_» provision of Consultant Services to the OPC regarding «Regarding» «Case_Name».

1.6 “Procurement Officer” means Sarah P. DeMaio of the OPC.

1.7 “RFP” means the Request for Proposals or other OPC document describing the scope of the Request for Consultant Services, if any.

1.8 “State” means the State of Maryland.

«Business_Full» Page 2 of 17 «Contract_Date» «Case_Number» – «Subject» OPC Contract No. «Contract_»

2. Scope of Work

2.1 The Contractor shall provide Consultant Services to the OPC regarding «Regarding» «Case_Name». These Services generally shall include: the review and analysis of «Utility_Short»’s Application and supporting documents;

preparation of data requests and (if requested) other discovery; review and analysis of discovery responses and other documents; attendance (if requested by the Office) at position development and settlement meetings; preparation of direct, rebuttal and (if permitted) surrebuttal written expert testimony;

preparation of responses to data requests directed to the Office; preparation for and attendance and testimony at hearing(s), and assistance (if and as requested) with preparation of cross-examination and briefing, and to any reasonable additional extent as may arise. These Services shall be provided in accordance with this Contract and the following Exhibits, which are attached and incorporated herein by reference:

Exhibit A: OPC’s «RFP_Date» Request for Proposals

Exhibit B: Contractor’s «Application_Date» Technical and Financial Proposal

Exhibit C: Contract Addendum: Bid/Proposal Affidavit of «First_Name» «Last_Name»

Exhibit D: Conflict of Interest Disclosure and Affidavit of «First_Name» «Last_Name»

2.2 If there are any inconsistencies or conflicts between the terms of this Contract and those of Exhibits A, B, C and/or D, the terms of this Contract shall control the resolution of any dispute arising therefrom or related thereto. If there are any inconsistencies or conflicts between the terms of Exhibit A and those of Exhibit B, the terms of Exhibit A shall control the resolution of any dispute arising therefrom or related thereto. If there are any inconsistencies or conflicts between the terms of Exhibits B and C, the terms of Exhibit C shall control the resolution of any dispute arising therefrom or related thereto. If there are any inconsistencies or conflicts between the terms of Exhibits B and D, the terms of Exhibit D shall control the resolution of any dispute arising therefrom or related thereto.

2.3 The State has the unilateral right, at any time during the term of the Contract, to order in writing changes in the work within the scope of the Contract. No other order, statement or conduct of the Procurement Officer or any other person shall be treated as an amendment or change, or entitle the Contractor to an equitable

«Business_Full» Page 3 of 17 «Contract_Date» adjustment under this section. Except as otherwise provided in this Contract, if any such change under this section causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work, whether or not changed by the order, an equitable adjustment in the Contract price shall be made and the Contract amended in writing accordingly.

The amendment shall be signed by the Procurement Officer (or the Officer’s designee) and countersigned by Contractor. The Contractor must assert in writing Contractor’s right to an adjustment under this section within thirty (30) days of receipt of a written change order and the Contractor shall include a written statement setting forth the nature and cost of such claim. No claim by the Contractor shall be allowed if asserted after final payment under this Contract.

Failure to agree to an adjustment under this section shall mean a dispute governed by Article 9 (“Disputes”) below. Nothing in this section shall excuse the Contractor from proceeding with the Contract as changed.

3. Time for Performance

The Contractor is aware that there may be deadlines for the Office to make certain filings regarding both discovery and the filing of testimony of Contractor’s consulting expert(s) and that, consequently, time is of the essence for the Contractor to undertake and complete Contractor’s work in a timely manner with regard to those deadlines which already have been communicated, or which will be timely communicated, to the Contractor by the Office as they are set by the PSC. Unless terminated earlier as provided in this Contract, the Contractor shall continue to provide Services until they are completed. The State, at its sole option, has the unilateral right to extend the term of the Contract for up to three additional, successive one-year calendar year terms.

4. Consideration and Payment

4.1 In consideration of the satisfactory performance of the work set forth in this Contract, the Office shall pay the Contractor in accordance with the terms of Exhibit A and the following provisions of this Article 4. Payment to the Contractor pursuant to this Contract shall not exceed «AMOUNT_LONG» («Amount_Short»), which includes both labor and expenses.

4.2 No payment shall be made unless:

(a) a digital copy of each invoice is emailed to the attention of OPC’s Administrator at invoices.opc@maryland.gov; and

(b) the invoice includes:

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(i) the Contractor's taxpayer identification number consisting of the Social Security number for individuals and sole proprietors and the federal employer identification number for all other types of organizations, as stated below:

SS / Federal Tax ID No.: «Tax_ID», AND

(ii) the OPC Contract Identification Number which is OPC «Contract_».

4.3 Subject to compliance with subsections 4.2 above and 4.5 below, unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, payments to the Contractor pursuant to this Contract shall be made no later than thirty (30) days after the State’s receipt of a proper invoice from the Contractor. The final 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.

4.4 The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if: (1) The Contractor submits an invoice for the late payment interest within thirty days after the date of the State's payment of the amount on which the interest accrued; and, (2) A contract claim has not been filed under State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland.

However, the State is not liable for interest: (1) Accruing more than one year after the 31st day after the agency receives the proper invoice; or (2) On any amount representing unpaid interest. Charges for late payment of invoices are authorized only 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.

4.5 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.

4.6 Contractor shall submit to the Office invoices for the payment of Services on a monthly basis for work performed in the preceding month.

(a) Each invoice shall include:

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1) an expenditures report or detailed billing report that provides a description of the work performed and the date and hours worked on the State account by each of the Contractor’s personnel during the invoice period. Billing may generally be done in quarter hour increments, unless larger or smaller increments are reasonably required to better explain or reflect the work performed;

2) an identification of the labor category under which each person was working; and,

3) if requested, a copy of the official personnel timesheets for each person listed on the invoice, redacted as may be necessary to protect confidential information, for the period of time covered by the invoice.

(b) Unless otherwise agreed between the parties in writing, Contractor will periodically submit to the Office itemized invoices for Services rendered and/or out-of-pocket expenses incurred in pursuance of Services to be rendered hereunder. Expenses incurred for travel shall conform with the State of Maryland standard travel regulation which provides for reimbursement allowances for: (a) automobile mileage; (b) breakfast; (c) lunch; (d) dinner; (e) hotel (actual cost); (f) airfare (coach or tourist rate);

(g) train (actual cost of coach fare); and (h) bridge, tunnel, and turnpike tolls (actual costs). Consultant shall submit generally available supporting receipts for all out-of-pocket expenses incurred and billed hereunder to the Office.

(c) Services rendered by Contractor before the Contract’s date of execution are eligible for payment under the Contract if those Services were undertaken for the OPC expressly for Contractor’s work for «Case_Number».

5. Personnel

Contractor agrees that all personnel identified in Contractor’s Proposal shall be assigned to the State account for the term of the Contract, including any extension, unless such personnel are no longer employed by the Contractor.

6. Rights to Records

6.1 The Contractor agrees that all documents and materials, including but not limited to testimony, exhibits, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, graphics, mechanical, artwork, computations and

«Business_Full» Page 6 of 17 «Contract_Date» data prepared by the Contractor for purposes of this Contract, shall be the sole property of the Office and shall be available to the Office at any time. The Office shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

6.2 The Contractor agrees that, at all times during the term of this Contract and thereafter, the works created and Services performed under this Contract shall be “research” as that term is interpreted under U. S. copyright law. To the extent that any products created under this Contract are not works for hire for the Office, the Contractor hereby relinquishes, transfers, and assigns to the State all of Contractor’s 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.

6.3 The Contractor shall report to the Office, 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.

6.4 The Contractor shall not affix any restrictive markings upon any data and, if such markings are affixed, the Office shall have the right at any time to modify, remove, obliterate, or ignore such warnings.

6.5 Upon termination of this Contract, the Contractor, at Contractor’s own expense, shall deliver any equipment, software or other property provided by the State to the place designated by the Procurement Officer.

7. Confidentiality

Subject to the Maryland Public Information Act and any other applicable laws or agreements, all confidential or proprietary information and documentation relating to either the OPC or the Contractor (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, however, shall be permitted to disclose relevant confidential information to its respective officers, agents and employees to the extent that such disclosure is necessary for the performance of their duties under this Contract, provided the data may be collected, used, disclosed, stored and disseminated only as provided by and consistent with the law. The provisions of this section shall not apply to information that either: (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) such party is required to disclose by law.

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8. Non-hiring of Employees

No official or employee of the State of Maryland as defined under General Provisions Article section 5-101, Annotated Code of Maryland, whose duties as such official or employee include matters relating to or affecting the subject matter of this Contract shall, during the pendency and term of this Contract and while serving as an official or employee of the State, become or be an employee of the Contractor or any entity that is a subcontractor on this Contract.

9. Disputes

9.1 This contract is subject to the provisions of State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland and COMAR 21.10 (Administrative and Civil Remedies).

9.2 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 clause.

9.3 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 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.

9.4 A claim shall be made in writing and submitted to the procurement officer for decision in consultation with the Office of the Attorney General.

9.5 When a claim cannot be resolved by mutual agreement, the contractor shall submit a written request for final decision to the procurement officer. The written request shall set forth all the facts surrounding the controversy.

9.6 The contractor, at the discretion of the procurement officer, may be afforded an opportunity to be heard and to offer evidence in support of his claim.

9.7 The procurement officer shall render a written decision on all claims within 180 days of receipt of the contractor's written claim, unless the procurement officer determines that a longer period is necessary to resolve the claim. If a decision is not issued within 180 days, the procurement officer shall notify the contractor of

«Business_Full» Page 8 of 17 «Contract_Date» the time within which a decision shall be rendered and the reasons for such time extension. The decision shall be furnished to the contractor, by certified mail, return receipt requested, or by any other method that provides evidence of receipt. The procurement officer's decision shall be deemed the final action of the State.

9.8 The procurement officer's decision shall be final and conclusive unless the contractor mails or otherwise files a written appeal with the Maryland State Board of Contract Appeals within 30 days of receipt of the decision.

9.9 Pending resolution of a claim, the contractor shall proceed diligently with the performance of the contract in accordance with the procurement officer's decision.

10. Nondiscrimination in Employment

10.1 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, sexual orientation, gender identity, genetic information, or disability unrelated in nature and extent so as to reasonably preclude the performance of the 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.

10.2 As a condition of entering into this Agreement, Contractor represents and warrants that [he][it] 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, national origin, sex, age, marital status, sexual orientation, sexual identity, genetic information or an individual's refusal to submit to a genetic test or make available the results of a genetic test 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

«Business_Full» Page 9 of 17 «Contract_Date» understands that a material violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of Contractor from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

10.3 As a condition of entering into this Agreement, upon the request of the

Commission on Civil Rights, and only after the filing of a complaint against Contractor under Title 19 of the State Finance and Procurement Article of the 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 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 are 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.

11. 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, bona fide agent, bona fide salesperson, or commercial selling agency working for the Contractor, to solicit or secure this Contract, and that it has not paid or agreed to pay any person, partnership, corporation or other entity, other than a bona fide employee, bona fide salesperson or commercial selling agency, any fee or other consideration contingent on the making of this Contract.

12. Multi-Year Contracts Contingent Upon Appropriations

This provision applies to this Contract and any subsequent modifications if it may be effective in more than one Maryland State Government fiscal year. If the Maryland General Assembly fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this Contract succeeding the first fiscal period, this Contract shall be canceled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either the State’s rights or the Contractor’s rights under any termination

«Business_Full» Page 10 of 17 «Contract_Date» clause in this Contract. The effect of termination of the Contract hereunder will be to discharge both the Contractor and the State from future performance of the Contract, but not from their rights and obligations existing at the time of termination. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the Contract. The State shall notify the Contractor as soon as the State has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond the first.

13. Termination for Cause

If the Contractor fails to fulfill Contractor’s obligations under this Contract properly and on time, fails to provide any required annual and renewable bond 30 days prior to expiration of the current bond then in effect, or otherwise violates any provision of the Contract, the State may terminate the Contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at the State’s option, become the State’s property. The State shall pay the Contractor fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by the Contractor’s breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and the State can affirmatively collect damages. Termination hereunder, including the termination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B.

14. Termination for Convenience

The performance of work under this Contract may be terminated by the State in accordance with this clause in whole, or from time to time in part, whenever the State shall determine that such termination is in the best interest of the State. The State will 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; provided, however, the Contractor shall not be reimbursed for any anticipatory profits that 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 21.07.01.12 (A)(2).

15. Delays and Extensions of Time

The Contractor agrees to perform the work under this Contract continuously and diligently. No charges or claims for damages shall be made by the Contractor for

«Business_Full» Page 11 of 17 «Contract_Date» any delays or hindrances from any cause whatsoever during the progress of any portion of the work specified in this Contract. Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not restricted to acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another contractor in the performance of a contract with the State, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of either the Contractor or the subcontractors or suppliers.

16. Prohibition against claims for liquidated damages

Regardless of the alleged cause or alleged breach, neither party may seek or claim liquidated damages.

17. Suspension of Work

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

18. Pre-Existing Regulations

In accordance with the provisions of Section 11-206 of the State Finance and Procurement Article, Annotated Code of Maryland, as from time to time amended, the regulations set forth in Title 21 (State Procurement Regulations) of the Code of Maryland Regulations (COMAR 21) in effect on the date of execution of this Contract are applicable to this Contract.

19. Financial Disclosure

The Contractor shall comply with the provisions of Section 13-221 of the State Finance and Procurement Article of the Annotated Code of Maryland, as from time to time amended, 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 Two Hundred Thousand Dollars ($200,000.00) or more, shall, within thirty (30) days of the time when the aggregate value of these contracts, leases or other agreements reaches Two Hundred Thousand Dollars ($200,000.00), file with the Secretary of the State of Maryland certain specified information to include disclosure of beneficial ownership of the business. That information includes a

«Business_Full» Page 12 of 17 «Contract_Date» list that contains the name and address of: (i) any resident agent of the business;

(ii) each officer of the business; and (iii) if known, each person who has beneficial ownership of the business.

For these purposes, “beneficial ownership” means: (i) any ownership interest of 5% or more in a business; (ii) any ownership interest of 5% or more in 1 or more entities in a chain of parent and subsidiary entities, any 1 of which participates in at least 5% of the capital or profits of a business; or (iii) possession of an interest that exists under an agreement, contract, relationship, understanding, or other arrangement and entitles a person to benefits substantially equivalent to an ownership interest of 5% or more of a business. (2) In this section, unless there are special circumstances, an individual is deemed to hold an ownership interest that is held by the individual's spouse, the individual's child, or other relative of the individual who lives in the individual's home.

20. Political Contribution Disclosure

The Contractor shall comply with Election Law Article, Title 14, Annotated Code of Maryland, which requires that every person that enters into a procurement contract with the State, a county, or a municipal corporation, or other political subdivision of the State, during a calendar year in which the person receives a contract with a governmental entity in the amount of $200,000 or more, shall file with the State Board of Elections statements disclosing: (a) any contributions made during the reporting period to a candidate for elective office in any primary or general election; and (b) the name of each candidate to whom one or more contribution in a cumulative amount of $500 or more were made during the reporting period. The statement shall be filed with the State Board of Elections:

(a) before execution of a contract by the State, a county, a municipal corporation, or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on or before: (i) May 31, to cover the six (6) month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October 31. Additional information is available on the State Board of Election website:

http://www.elections.state.md.us/campaign_finance/ index.html.

21. Retention of Records

The Contractor shall retain and maintain all records and documents in any way relating to this Contract for three years after final payment by the State of Maryland under this Contract or any applicable statute of limitations, whichever is longer, and shall make them available for inspection and audit by authorized http://www.elections.state.md.us/campaign_finance/%20index.html

«Business_Full» Page 13 of 17 «Contract_Date» representatives of the State, including the Procurement Officer or the Procurement Officer’s designee, at all reasonable times.

22. Standards of Work

22.1 The Contractor warrants that Contractor’s designated personnel are professionally qualified to perform the services stated in Contractor’s Proposal and that those personnel have properly and fully earned and been lawfully awarded their scholastic degrees, and professional designations and certifications, as represented in the Contractor’s Proposal, in Contractor’s marketing materials and brochures (if any), and on Contractor’s website (if any).

The Contractor shall provide Contractor’s services according to the highest professional standards of the respective fields of Contractor’s respective designated personnel.

22.2 Contractor shall immediately notify in writing the Procurement Officer, by overnight delivery, if, during the term of this Contract, any of Contractor’s officers, employees or other personal designated by Contractor to provide Services under this Contract are disbarred, decertified or sanctioned, or they sustain any legal impediments to their practicing in the respective fields in which the Office is relying upon their expertise.

23. Compliance with Laws

The Contractor hereby represents and warrants that:

A. [It][He][Her] 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;

B. [It][He][Her] 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;

C. [It][He][Her] It shall comply with all federal, State and local laws, regulations, and ordinances applicable to Contractor’s activities and obligations under this Contract; and, D. [It][He][Her] It shall obtain, at its expense, all licenses, permits, insurance, and governmental approvals, if any, necessary to the performance of Contractor’s obligations under this Contract.

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24. Maryland Law Prevails

Unless otherwise authorized by the Board of Public Works, this Contract shall be construed, governed and enforced according to the laws of the State of Maryland without reference to its laws on conflict of laws. The Contractor agrees that, for all purposes including (without limitation) the laws governing the formation of, execution of, performance of or disputes related to or arising out of this Contract, this Contract is made in the State of Maryland.

25. Consent to Maryland Personal Jurisdiction

In the event of any dispute relating to or arising from this Contract, the Contractor, Contractor’s officers and all employees who actually perform work under this Contract expressly submit to the personal jurisdiction of any Maryland court or Maryland administrative agency which has proper subject-matter jurisdiction over the dispute.

26. Cost and Price Certification

By submitting cost or price information, the Contractor certifies to the best of Contractor’s knowledge that 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:

(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.

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 by the parties, was inaccurate, incomplete, or not current.

27. No Assignment; Novation or Change of Name.

27.1. No Assignment. A State contract is not transferrable, or otherwise assignable, without the written consent of the procurement officer provided, however, that a contractor may assign monies receivable under a contract after due notice to the State.

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27.2 Recognition of a Successor in Interest Novation. When in the best interest of the State, a successor in interest may be recognized in a novation agreement in which the transferor and the transferee shall agree that:

– (1) The transferee assumes all of the transferor's obligations;

– (2) The transferor waives all rights under the contract as against the State;

and

– (3) Unless the transferor guarantees performance of the contract by the transferee, the transferee shall, if required, furnish a satisfactory performance bond.

27.3. Change of Name. When a contractor requests to change the name in which it holds a contract with the State, the procurement officer responsible for the contract shall, upon receipt of a document indicating the change of name (for example, an amendment to the articles of incorporation of the corporation), enter into an agreement with the requesting contractor to effect the change of name. The agreement changing the name shall specifically indicate that no other terms and conditions of the contract are changed.

28. Indemnification

28.1 The Contractor shall indemnify 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 Contractor’s subcontractors under this Contract.

28.2 The State has no obligation to provide legal counsel or defense to the Contractor or Contractor’s 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 Contractor’s subcontractors as a result of or relating to the Contractor’s obligations under this Contract.

28.3 The State has no obligation for the payment of any judgments or the settlement of any claims against the Contractor or Contractor’s subcontractors as a result of or relating to the Contractor’s obligations under this Contract.

28.4 The Contractor shall immediately notify the Procurement Officer of any claim or suit made or filed against the Contractor or Contractor’s subcontractors regarding any matter resulting from or relating to the Contractor’s obligations under the Contract, and the Contractor will cooperate, assist, and consult with the State in the defense or investigation of any claim, suit, or action made or filed against the State as a result of or relating to the Contractor’s performance under this Contract.

«Business_Full» Page 16 of 17 «Contract_Date»

29. Delivery

Delivery shall be made in accordance with the Proposal and with reasonably sufficient time to meet any pertinent case or other deadlines. The State, in its sole discretion, may extend the time of performance for excusable delays due to unforeseeable causes beyond the Consultant’s control. The State unilaterally may order in writing the suspension, delay, or interruption of performance hereunder.

The State 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 at 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.

Contractor shall promptly replace any and all rejected materials. The State reserves the right to purchase replacement materials in the open market.

Consultants failing to promptly replace materials lawfully rejected shall be liable for any excess price paid for the replacement, plus applicable expenses, if any.

30. Administrative

30.1 Procurement Officer. The work to be accomplished under this Contract shall be performed under the direction of the Procurement Officer. All matters relating to the interpretation of this Contract shall be referred to the Procurement Officer for determination.

30.2 Notices. All notices hereunder shall be in writing and either delivered personally or sent by certified or registered mail, postage prepaid as follows:

If to the OPC:

Sarah P. DeMaio, Deputy Operations Manager & Procurement Officer Maryland Office of the People’s Counsel 6 Saint Paul Street, Suite 2102 Baltimore, Maryland 21202

If to the Contractor:

«AddressBlock»

AND/OR

«Resident_Agent_Name» Resident Agent for «Business_Full»

«Business_Full» Page 17 of 17 «Contract_Date»

«RA_Address_» «RA_City», «RA_State» «RA_Zip»

31. The persons executing this Contract represent that: they are duly authorized to bind their respective employers to the terms and conditions stated herein; they are competent and over the age of 18 years old; and, that witnesses attesting below to the genuineness of those signatures are competent and over the age of 18 years old.

IN WITNESS THEREOF, the Parties have executed this Contract as of the date hereinabove set forth.

CONTRACTOR MARYLAND OFFICE OF THE

PEOPLE’S COUNSEL

BY: «First_Name» «Last_Name» BY: Sarah P. DeMaio, «Job_Title» Deputy Operations Manager and «Business_Full» Procurement Officer

Witness

Date

Witness

Date

(OPC Form Revision 10/28/2025)

Exhibit C

Bid/Proposal Affidavit of «First_Name» «Last_Name»

A. AUTHORIZED REPRESENTATIVE

1. I HEREBY AFFIRM: That I am «First_Name» «Last_Name», «Job_Title», and a duly authorized representative of «Business_Full», a «State_Long» «Business_Type_Long», whose principal place of business is located at «Street_Address» «City», «State_Short» «Zip» (“«Business_Short_»,” the “above business” or the “business”), and that I possess the legal authority to make this Affidavit on behalf of «Business_Short_» to support «Business_Short_»’s “Technical and Financial Proposal” dated «Application_Date», concerning «Business_Short_» provision of Consultant Services to the OPC regarding «Regarding» «Case_Name».

2. CERTIFICATION OF REGISTRATION OR QUALIFICATION WITH THE STATE

DEPARTMENT OF ASSESSMENTS AND TAXATION

I FURTHER AFFIRM THAT: The business named above is a (check applicable items):

(1) Corporation -- ___ domestic or ___ foreign;

(2) Limited Liability Company -- ___ domestic or ___ foreign;

(3) Partnership -- ___ domestic or ___ foreign;

(4) Statutory Trust -- ___ domestic or ___ foreign;

(5) ___ Sole Proprietorship and is registered or qualified as required under Maryland Law.

I further affirm that the above business is in good standing both in Maryland and, if organized elsewhere, in the jurisdiction where it is presently organized, and has filed all of its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation. The name and address of its resident agent filed with the State Department of Assessments and Taxation is:

«Resident_Agent_Name» Resident Agent for «Business_Full» «RA_Address_» «RA_City», «RA_State» «RA_Zip»

«Business_Full» Page 2 of 11 «Contract_Date»

I further affirm that if the above business does business under a trade name, it has filed a certificate with the State Department of Assessments and Taxation that correctly identifies that true name and address of the principal or owner as: N/A

3. Personal Knowledge and Competence

I also hereby AFFIRM that I am over the age of eighteen (18) years of age, that I have personal knowledge of the contents stated forth herein, and that I am competent to testify in the matters stated in this Affidavit.

B. CERTIFICATION REGARDING COMMERCIAL NONDISCRIMINATION

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, national origin, sex, age, marital status, sexual orientation, sexual identity, genetic information or an individual's refusal to submit to a genetic test or make available the results of a genetic test 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 termination of this Agreement, disqualification of Contractor from participating in State contracts, or 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 request of the Commission on Civil Rights, and only after the filing of a complaint against Contractor under Title 19 of the State Finance and Procurement Article of the 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 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 are requested by the State. Contractor understands that violation of this clause is a material breach of this Agreement and

«Business_Full» Page 3 of 11 «Contract_Date» may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.

B-1. Certification Regarding Minority Business Enterprises.

The undersigned bidder hereby certifies and agrees that it has fully complied with the State Minority Business Enterprise Law, State Finance and Procurement Article, § 14-308(a)(2), Annotated Code of Maryland, which provides that, except as otherwise provided by law, a contractor may not identify a certified minority business enterprise in a bid or proposal and:

(1) Fail to request, receive, or otherwise obtain authorization from the certified minority business enterprise to identify the certified minority proposal;

(2) Fail to notify the certified minority business enterprise before execution of the contract of its inclusion in the bid or proposal;

(3) Fail to use the certified minority business enterprise in the performance of the contract; or

(4) Pay the certified minority business enterprise solely for the use of its name in the bid or proposal.

Without limiting any other provision of the solicitation on this project, it is understood that if the certification is false, such false certification constitutes grounds for the State to reject the bid submitted by the bidder on this project, and terminate any contract awarded based on the bid.

B-2. Certification Regarding Veteran-Owned Small Business Enterprises.

The undersigned bidder hereby certifies and agrees that it has fully complied with the State veteran-owned small business enterprise law, State Finance and Procurement Article, § 14-605, Annotated Code of Maryland, which provides that a person may not:

(1) Knowingly and with intent to defraud, fraudulently obtain, attempt to obtain, or aid another person in fraudulently obtaining or attempting to obtain public money, procurement contracts, or funds expended under a procurement contract to which the person is not entitled under this title;

(2) Knowingly and with intent to defraud, fraudulently represent participation of a veteran-owned small business enterprise in order to obtain or retain a bid preference or a procurement contract;

(3) Willfully and knowingly make or subscribe to any statement, declaration, or other document that is fraudulent or false as to any material matter, whether or not that falsity or fraud is committed with the knowledge or consent of the person authorized or required to present the declaration, statement, or document;

(4) Willfully and knowingly aid, assist in, procure, counsel, or advise the preparation or presentation of a declaration, statement, or other document that is fraudulent or false as to any material matter, «Business_Full» Page 4 of 11 «Contract_Date» regardless of whether that falsity or fraud is committed with the knowledge or consent of the person…