Statewide_IFB_for_Frozen_Breakfast_and_Vegetable_Items_-_SBR.pdf

Statewide: Frozen Breakfast and Vegetable Items

Solicitation #: BPM047073/001IT821485 IFB Document

IFB for The Department of General Services, Office of State Procurement Page 1 of 36

STATE OF MARYLAND

THE DEPARTMENT OF GENERAL SERVICES

(DGS)

INVITATION FOR BIDS (IFB)

STATEWIDE: FROZEN BREAKFAST AND VEGETABLE ITEMS

IFB NUMBER BPM047073/001IT821485

ISSUE DATE: JANUARY 7, 2025

A Prospective Bidder that has received this document from a source other than eMarylandMarketplace

Advantage (eMMA) https://procurement.maryland.gov should register on eMMA https://emma.maryland.gov/

NOTICE TO BIDDERS

This is a Small Business Reserve Procurement for which the award will be limited to certified small business vendors. Only businesses that meet the statutory requirements set forth in State Finance and

Procurement Article, §§14-501—14-505, Annotated Code of Maryland, and that are certified by the

Governor’s Office of Small, Minority & Women Business Affairs (GOSBA) Small Business Reserve

Program are eligible for award of a contract. Before awarding a contract under a procurement designated as a small business reserve procurement, the Procurement Officer shall verify that the apparent awardee is certified by the GOSBA as a small business through eMMA. However, if small businesses do not show interest in this solicitation, the Procurement Officer has the right to remove the SBR designation via an

Amendment on eMMA.

MINORITY BUSINESS ENTERPRISES ARE ENCOURAGED TO RESPOND TO THIS

SOLICITATION.

https://procurement.maryland.gov/ https://emma.maryland.gov/ https://gomdsmallbiz.maryland.gov/Pages/sbr-program.aspx https://gomdsmallbiz.maryland.gov/Pages/sbr-program.aspx

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KEY INFORMATION SUMMARY SHEET (KISS)

Invitation for Bids Commodities - Statewide: Frozen Breakfast and Vegetable Items

Solicitation

Number:

BPM047073/001IT821485

IFB Issue Date: January 7, 2025

IFB Issuing

Office:

The Department of General Services (DGS or "the Department")

Procurement

Officer:

Tierra Ali-Said

301 West Preston Street, Baltimore MD, 21201

Email:

Phone Number:

Tierra.Ali-Said1@maryland.gov

(410) 767-0788

Bids are to be sent to:

Submit on emma.maryland.gov under Solicitation Number

BPM047073/001IT821485

To submit a bid, bidders must first register on emma.maryland.gov. We recommend registering in advance to become acquainted with the site.

No Bid Notice

Feedback Form

If you are not submitting a bid for this solicitation, submit Appendix 1 –

No Bid Notice with your reasons why.

Pre-Bid

Conference:

Held virtually on January 15, 2025, at 10:00 AM Local Time

See Section 3.3 for additional details.

See Appendix 2 to RSVP by January 14, 2025, at 3:00 PM Local

Time

Questions Due

Date and Time:

January 22, 2025, at 3:00 PM Local Time

Bid Due (Closing)

Date and Time:

January 31, 2025, at 3:00 PM Local Time

Bidders are reminded that a completed Feedback Form is requested if a no-bid decision is made (see Appendix 1 - No Bid Notice/Vendor

Feedback Form).

https://emma.maryland.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage

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MBE

Subcontracting

Goal:

No

VSBE

Subcontracting

Goal:

No

Procurement

Method:

A Contract will be awarded in accordance with the Competitive Sealed

Bidding method under COMAR 21.05.02.

Multiple or

Alternate Bids:

Multiple or alternate Bids will not be accepted.

Contract Type: Indefinite Delivery, Indefinite Quantity with Fixed unit prices.

Contract

Duration:

Five (5) Year Base Period with Two (2) One-Year Renewal Option

Periods.

Primary Place of

Performance:

STATEWIDE

SBR Designation: Yes

Federal Funding: No

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Table of Contents - IFB

1 Minimum Qualifications

1.1 Bidder Minimum Qualifications

2 Contractor Requirements: Scope of Work

2.1 Summary Statement

2.2 Background and Purpose

2.3 Contractor Responsibilities and Tasks

2.4 Standard Terms and Conditions

2.5 Contract Initiation Requirements

2.6 End of Contract Transition

2.7 Invoicing

2.7.1 Invoice Submission Schedule

2.7.2 Deliverable Invoicing

2.7.3 Labor Hour/Time and Materials Invoicing ................... Error! Bookmark not defined.

2.7.4 Travel Reimbursement

2.8 Liquidated Damages

2.8.1 MBE Liquidated Damages

2.8.2 Liquidated Damages other than MBE

2.8.3 Problem Escalation Procedure

2.9 Work Orders

2.10 Payments by Electronic Funds Transfer

2.11 Prompt Payment Policy

2.12 Federal Funding Acknowledgement

2.13 Conflict of Interest Affidavit and Disclosure

2.14 Non-Disclosure Agreement

2.14.1 Non-Disclosure Agreement (Bidder/Offeror)

2.14.2 Non-Disclosure Agreement (Contractor)

2.15 Maryland Healthy Working Families Act Requirements

2.16 The State of Maryland’s Commitment to Purchasing Environmentally Preferred Products and

Services (EPPs)

2.17 Insurance Requirements

3 Bid Submission Information and Instructions

3.1 eMaryland Marketplace Advantage (eMMA)

3.2 Electronic Means

3.3 Pre-Bid Conference

3.4 Questions

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3.5 Bid Due (Closing) Date and Time

3.6 Receipt, Opening and Recording of Bids

3.7 Duration of Bids

3.8 Revisions to the IFB

3.9 Cancellations

3.10 Incurred Expenses

3.11 Protest/Disputes

3.12 Bidder Responsibilities

3.13 Acceptance of Terms and Conditions

3.14 Compliance with Laws/Arrearages

3.15 Verification of Registration and Tax Payment

3.16 False Statements

3.17 Confidentiality of Bids / Public Information Act Notice

3.18 Use of Bidder’s Form Not Binding on State

3.19 Attachments and Documents Required with the Bid (Table A)

3.20 Bid Delivery Instructions

3.21 Award Basis and Assignment of Work

3.22 Tie Bids

3.23 Reciprocal Preference

3.24 Documents Required upon Notice of Recommendation for Contract Award (Table B)

4 IFB Appendices and Exhibits

4.1 Appendices (Table C)

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1 Minimum Qualifications

1.1 Bidder Minimum Qualifications

The Bidder must document in its Bid that it satisfies the following Minimum Qualifications:

A. The Bidder shall have SUP # issued by eMMA listed in Bid Response.

B. The Bidder shall be certified and have an “Active Status” in eMMA.

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

Code of Maryland, corporations not incorporated in the State shall be registered with the

State Department of Assessments and Taxation (SDAT) 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. The website for the SDAT is https://www.egov.maryland.gov/businessexpress, e-mail address is charterhelp@dat.state.md.us, and phone numbers for the State Department of Assessments and Taxation are: (410) 767-1340 or (888) 246-5941.

D. The Bidder shall be registered as a Small Business at the time of Award.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

https://www.egov.maryland.gov/businessexpress mailto:charterhelp@dat.state.md.us

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2 Contractor Requirements: Scope of Work

2.1 Summary Statement

2.1.1 This Invitation for Bids (IFB) is issued to procure the goods and delivery of goods as specified in this Section 2, from a contract between the successful Bidder(s) and the State of Maryland (“the State”). The State intends to award multiple Indefinite Delivery

Indefinite Quantity (IDIQ) Contracts to Contractors who supply the State with Frozen

Breakfast and Vegetable Items. The Frozen Breakfast and Vegetable Items must be delivered within 24 - 48 hours for emergency requests and no more than five (5) business days for non-emergency requests to each District as per the request and requirements of the Using Agency’s District.

It is the State’s intention to obtain goods and services, as specified in this IFB, from a contract between the selected Bidder and the State.

2.1.2 This is a multiple award IFB. Successful Contractor(s) shall be responsible for ensuring that the Frozen Breakfast and Vegetable Items are supplied and delivered in accordance with the Specifications listed in this IFB. The State reserves the right to inspect each delivery prior to acceptance by the State at the source/quality of supply, point of delivery, or both. The purpose of this Solicitation is to award multiple Contracts for the supply and delivery of Frozen Breakfast and Vegetable Items throughout the State of Maryland. See

IFB Section 4.21 Bid Evaluation Criteria and Award Basis for more Contract award information.

2.1.3 A Contract award does not ensure a Contractor will receive all or any State business under the Contract.

2.2 Background and Purpose

The Department of General Services, Office of State Procurement, is committed to serving the State of Maryland and its Agencies. As a result of a Statewide Contract Award, the Contractor will provide

Frozen Breakfast and Vegetable Items to the Using Agencies at the request of each Using Agency.

Deliveries are to be made in a timely manner, at the request of the Using Agency.

2.3 Contractor Responsibilities and Tasks

The Contractor(s) shall deliver Frozen Breakfast and Vegetable Items to the designated delivery location, per the request of the Using Agency. The Using Agency shall inspect the delivery of Frozen

Breakfast and Vegetable Items upon each executed delivery. Upon the successful delivery and satisfactory inspection of the Frozen Breakfast and Vegetable Items, the Contractor shall submit an

Invoice to the State, by way of the Using Agency. The Contractor shall provide the Using Agency with the following information for billing purposes:

A. Payment Information (reference to Standard Terms)

1. Name of Company,

2. Address to include the 9-digit zip code,

3. FEIN Number

4. The Company’s Contact person (including phone number, for placing orders)

5. Blanket Purchase Order referenced on the Invoice

Failure to do so may result in the delay of payment.

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B. Usage Reports

A report shall be furnished by the successful Contractor(s) every one-hundred, twenty (120) days detailing the purchase of all items on the contract. The report shall be submitted electronically, in Excel format. At a minimum, the report shall reflect the Contract Number, Contract Item Number, Item description, the dollar volume purchased of each item, agency identification, and the Contract total. The report shall be filed within thirty (30) days after the end of each reporting period. Failure to provide the report with the minimum required information may negate any contract extension clauses. The usage report shall be emailed to dgs.statewidecontractsusagereport@maryland.gov. The Contractor(s) must comply with

Maryland’s Green Purchasing Reporting Requirements, if applicable.

The State reserves the right to request from the Contractor quarterly sales data over the life of this contract. This information must include details about the recycled content, third-party sustainability certifications, and other environmental attributes of products and services sold on this price agreement per the Contract Specifications.

This information will enable Maryland State Agencies to complete with Article §14–405 of the Annotated Code of Maryland and COMAR 2.13.01.14, which requires Maryland State

Agencies to report to the Department of General Services on their procurement of environmentally preferable products and services. To facilitate consistent reporting on targeted contract, the Contractor(s) will submit a Vendor Green Sales Report. The Report shall include the following: date of purchase, state agency utilizing the commodity, name of commodity, quantity of commodity purchased, cost to the State, and environmentally preferable purchasing attributes. The usage report shall be emailed to dgs.statewidecontractusagereport@maryland.gov.

Rejected items shall be promptly replaced. The State reserves the right to purchase replacement items in the open market. Contractors failing to promptly replace items lawfully rejected shall be liable for any excess price paid for the replacement, plus applicable expenses, if any.

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

2.4 Standard Terms and Conditions

1. INCORPARATION BY RFERENCE: All Terms and Conditions of the Solicitation and Amendments, Attachments, Addendums, thereto are made part of this Contract.

2. TAX EXEMPTION: The State is generally exempt from Federal Excise Taxes, Maryland Sales and Use Taxes, District of Columbia Sale Taxes and Transportation

Taxes. Exemption certificates shall be completed and provided upon request. Where a Contractor is required to furnish and install materials in the Construction or improvement of Real Property performance of a Contract, the Contractor shall pay the Maryland Sale Tax, and the exemption does not apply.

3. SPECIFICATIONS: All materials, equipment, supplies or services shall conform to

Federal and State Laws and Regulations and to the Specification contained in this

Solicitation.

mailto:dgs.statewidecontractsusagereport@maryland.gov mailto:dgs.statewidecontractusagereport@maryland.gov

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4. DELIVERY AND ACCEPTANCE: Delivery shall be made in accordance with the

Solicitation Specifications. The State, in its sole discretion, may extend some of its performance for excusable delays due to unforeseeable causes beyond the

Contractor’s control. The State reserves the right to unilaterally 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 Price Bid Form shall be delivered FOB at the point or points upon the request of the Using Agencies. Any material that is defective or fails to meet the terms of the Solicitation specifications shall be rejected. Risk of loss for conforming supplies, equipment, materials and deliverables furnished to the State hereunder shall remain with the Contractor(s) until such supplies, equipment, materials and Deliverables are received and accepted by the State, following which, title shall pass to the State.

5. NON-HIRING OF EMPLOYEES: No official or employee of the State, as defined under the State Government Article, §15-102, 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 or 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.

6. NON-DISCRIMINATION IN EMPLOYMENT: The Contractor agrees 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 and to post and to cause subcontractors to post conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause.

7. FINANCIAL DISCLOSURE: The Contractor shall comply with State Finance and

Procurement Article §13-221, Annotated Code of Maryland, which requires that every business that enters into contracts, leases or other agreements with the State and receives in the aggregate $200,000 or more, during a calendar year shall, within

30 days of the time when the $200,000 reached, file with the Secretary of State certain specified information to include disclosure of beneficial ownership of the business.

8. POLICITAL FINANCIAL DISCLOSURE: The Contractor shall comply with

Sections 14-101 through 14-108 of the Election Law Article of the Annotated Code of Maryland, which requires that every person that enters into, during any 12 month period, one or more contracts, or other agreements with the State, a county, or an incorporated municipality, or their agencies, involving a cumulative consideration of at least $200,000 or more, shall file with the State Administrative Board of Election

Laws a statement disclosing contributions to a candidate, or a series of such contributions, in a cumulative amount in excess of $500 made during the reporting period to a candidate for elective office in any primary or general election. The statement shall be filed with the State Administrative Board of Election Laws: (1) before a sale, purchase or execution of a contract by the State, a county, an incorporated municipality, or their agencies, and shall cover the preceding 24 months; and (2) if the contribution is made after sale, purchase or the execution of a contract, then twice a year, throughout the contract term: (a) within 5 days after the end of the 6-month period ending January 31; and (b) within 5 days after the end of the 6-month period ending July 31.

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9. ANTIBRIBERY: The Contractor warrants that neither it nor any of its officers, directors, or partners nor any of its 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 of the federal government or has engaged in conduct since July 1, 1977, which would constitute bribery, attempted bribery, or conspiracy to bribe under the laws of any state or the federal government.

10. CONTINGENT FEES: The Contractor warrants that it has not employed or retained any person, partnership, or other entity, other than a bona fide employee or agent working for the Contractor, to solicit or secure this agreement, and that it has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent, any fee or any other consideration contingent on the making of this Agreement.

11. EPA COMPLIANCE: Materials, supplies, equipment, or other services shall comply in all respects with the Federal Noise Control Act of 1972, where applicable.

12. OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA): 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.

13. 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. 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 21.07.01.12A (2).

14. TERMINATION FOR CAUSE (DEFAULT): When the Contractor has not performed or has unsatisfactorily performed the contract, payment shall be withheld at the discretion of the State. Failure on the part of a Contractor to fulfill contractual obligations shall be considered just cause for termination of the contract and the

Contractor is not entitled to recover any costs incurred by the Contractor 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

21.07.01.11B.

15. DISPUTES: NOTICES OF CLAIMS, OR CLAIMS: This Contract shall be subject to the provisions of Title 15, Subtitle 2 of the State Finance and Procurement Article of the Annotated Code of Maryland and COMAR.21.10 (Administrative and Civil

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

16. MULTI-YEAR CONTRACTS: If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year, this contract shall terminate automatically as of the beginning or the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

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

Contract.

18. MARYLAND LAW PREVAILS: This Contract shall be construed, interpreted, and enforced according to the laws of the State of Maryland.

19. CONTRACTORS’ INVOICES: Contractor agrees to include on the face of all invoices billed to the State, its Taxpayer Identification Number, which is the Social

Security Number for individuals and sole proprietors and Federal Employer

Identification Number for all other types of organizations.

20. 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.

Electronic Funds Transfer: This provision on Electronic Funds Transfer applies to contracts of over $200,000 for which payments are made through the State

Comptroller. Electronic funds transfer will be used by the State to pay Contractor for this Contract and any other State payments due Contractor unless the State

Comptroller’s Office grants Contractor an exemption. By submitting a response to this solicitation, the Bidder or Offeror agrees to accept payments by electronic funds transfer unless the State Comptroller’s Office grants an exemption. After award of a contract, the selected Bidder or offeror shall register with the Comptroller of

Maryland using the forms required by the Comptroller. For further information go to:

http://comptroller.marylandtaxes.com/Vendor_Services/Accounting_Information/St atic_Files/GADX10Form20150615.pdf.

Any request for exemption must be submitted to the State Comptroller’s Office for approval at the address specified on the COT/GAD X-10 form and must include the business identification information as stated on the form and include the reason for the exemption.

21. PRE-EXSISTING REGULATIONS: The regulations set forth in Title 21 of the

Code of Maryland Regulations (COMAR Title 21) in effect on the date of execution of this Contract are applicable to this Contract.

22. INDEMNIFICATION:

1. The Contractor shall hold harmless and indemnify the State from and against any and all losses, damages, claims, suits, actions, and/or expenses, including, without limitation, attorneys’ fees and disbursements of any character that arise from, are in connection with or are attributable to the performance or nonperformance of the Contractor or its subcontractors under this Contract.

2. This indemnification clause shall not be construed to mean that the

Contractor shall indemnify the State against liability for any losses, damages, claims, claims, suits, actions, liabilities, and/or expenses that are attributable to the sole negligence of the State or the State’s employees.

http://comptroller.marylandtaxes.com/Vendor_Services/Accounting_Information/Static_Files/GADX10Form20150615.pdf http://comptroller.marylandtaxes.com/Vendor_Services/Accounting_Information/Static_Files/GADX10Form20150615.pdf

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3. The State 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 who does not party to this Contract against the Contractor or its subcontractor as a result of or relate to the

Contractor’s performance under this Contract.

4. The State 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 performance under this Contract.

5. The Contractor shall immediately notify the Procurement Officer 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, and 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.

6. This Section shall survive termination of this Contract.

23. CONFLICTING TERMS: Any proposal for terms in addition to or different from those set forth in this purchase order or any attempt by the Contractor to vary any of the terms of this offer by Contractor’s acceptance shall not operate as a rejection of this offer, unless such variance is in the terms of the description, quantity, price or delivery schedule, but shall be deemed a material altercation thereof, and this offer shall be deemed acceptable by the Contractor without the additional or different terms. If this purchase order is an acceptance of a prior offer by the Contractor, the acceptance is expressly conditioned upon the Contractor’s assent to any additional terms contained herein. The Contractor understands and agrees that the terms and conditions of this purchase order may not be waived.

24. DRUG AND ALCOHOL-FREE WORKPLACE: The Contractor warrants that the

Contractor shall comply with COMAR 21.11.08 Drug and Alcohol-Free Workplace, and that the Contractor shall remain in compliance throughout the term of this purchase order.

25. CHANGES – WORK ORDERS: The Procurement Officer unilaterally may, at any time, without notice to the sureties, if any, by written order designated or indicated to be an order, make any change in the work within the general scope of the contract, including but not limited to changes:

In the specifications (including drawings and designs);

In the method or manner of performance of the work;

In the State-furnished facilities, equipment, materials, services, or site; or

Directing acceleration in performance or delivery.

Any other written order or an oral order, including a direction, instruction, interpretation, or determination from the Procurement Officer that causes or constitutes any such change shall be treated as a change order under this clause provided that the Contractor gives the Procurement

Officer written notice stating the date, circumstances, and source of the order and that the

Contractor regards the order as a change order.

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Except as herein provided, no order, statement, or conduct of the Procurement Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder.

Subject to paragraph (6) of this subsection, if any change under this clause causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work under the contract, whether or not changed by an order, an equitable adjustment shall be made and the contract modified in writing accordingly; provided, however, that except for claims based on defective specifications, no claim for any order under (2) above shall be allowed for any costs incurred more than twenty (20) days before the Contractor gives written notice as therein required; and provided further, that in the case of defective specifications for which the State is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the

Contractor in attempting to comply with such defective specifications.

If the Contractor intends to assert a claim for an equitable adjustment under this section, he shall do so in accordance with and subject to the dispute’s procedures of the contract.

Each contract modification or change order that affects contract price shall be subject to the prior written approval of the Procurement Officer and other appropriate authorities and to prior certification of the appropriate fiscal authority of fund availability and the effect of the modification or change order on the contract budget or total cost. If, according to the certification of the fiscal authority, the contract modification or change order will cause an increase in cost that will exceed budgeted and available funds, the modification or change order may not be made unless sufficient additional funds are made available, or the scope of the contract is adjusted to permit its completion within the project budget.

No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment is made under this contract.

As used in this section, “work” means any and all commodities, goods, materials, labor, services, manner or time of delivery or performance, or other elements of performance required to be furnished or supplied by the Contractor under this contract.

Miscellaneous: In the event of a dispute between the Department and the Contractor as to whether any work is included in the scope of the contract such that the Contractor would be obligated to provide that work at no additional cost to the State, the Procurement Officer may order the Contractor under this section to perform the work (a “Work Order”). If the Contractor considers such an order to be a change in the scope of the contract entitling the Contractor to additional compensation, a time extension, or other relief, the Contractor must provide the notice required by this section and initiate a claim therefore in accordance with contract requirements.

An order of the Procurement Officer, by virtue of being called or referred to as a “change order,” does not necessarily constitute a change in the scope of the contract or in the work required under the contract. The Contractor shall not be entitled to additional compensation, a time extension, or other relief for complying with an order of the Procurement Officer if the contract otherwise requires the Contractor to perform as stated in the order.

Upon receipt of a signed written order from the Procurement Officer under this section, the

Contractor shall comply with the order promptly, within the requirements of the required completion or delivery time, whether or not the Contractor signs or accepts the change order.

Failure to comply with the order in a timely manner shall constitute a breach of the contract and grounds for termination for default or any other remedy available to the State.

The State may issue a unilateral order on the State’s terms (including a promise to pay the

Contractor a “not to exceed” (“NTE”) amount) which the Contractor may then dispute in accordance with the disputes procedures of the contract. Pending resolution of such a dispute, IFB for The Department of General Services, Office of State Procurement Page 14 of 36

Contractor must proceed diligently with performance of the contract as ordered by the

Procurement Officer.

The terms “not to exceed” and “NTE” when used in a change order mean that the amount of the change order (whether an increase or a decrease in the contract amount) will be a reasonable amount not to exceed the amount stated.

26. RETENTION OF RECORDS: The Contractor shall retain and maintain all records and documents relating to this contract for three years after final payment by the

State hereunder or any applicable statute of limitations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, including the procurement officer or designee, at all reasonable times.

27. 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 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;

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.

28. 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:

1. A negotiated contract, if the total contract price is expected to exceed

$100,000, or smaller amount set by the procurement officer; or

2. A change order or contract modification, expected to exceed $100,000, or 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 between the parties, was inaccurate, incomplete, or not current.

29. BID/PROPOSAL AFFIDAVIT: Each Bidder or offeror shall execute and attach to the bid or proposal the affidavit included with this solicitation.

30. CONTRACT AFFIDAVIT: The successful Bidder or Offeror shall execute and deliver to the Procurement Officer prior to the award of the contract the Contract

Affidavit included with this solicitation. (The Affidavit also can be found at

COMAR 21.07.01.25).

31. PUBLIC INFORMATION ACT NOTICE: Offerors should give specific attention to the identification of those portions of their proposals that they deem to be confidential, proprietary information or trade secrets and provide any justification why such materials, upon request, should not be disclosed by the State under the

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Access to Public Records Act, Title 4 of the General Provisions Article, Annotated

Code of Maryland.

32. MINORITY BUSINESS ENTERPRICE NOTICE: Minority Business Enterprises are encouraged to respond to this solicitation.

33. 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.

34. MULTIPLE OR ALTERNATE BIDS: Unless multiple or alternate bids are requested in the solicitation, multiple or alternate bids may not be accepted. If the solicitation does not request multiple or alternate bids, if received they will be treated in accordance with COMAR 21.05.02.21.

35. BLANKET PURCHASE ORDER (BPO)/PURCHASE ORDER (PO) AS

CONTRACT: This provision applies to all procurement contracts procured by the

Office of State Procurement if the OSP conducts the solicitation except contracts for the procurement of architectural and engineering services for a price of greater than

$200,000. As used in this provision, a bid refers to a bid submitted under competitive sealed bidding and to an offer submitted under competitive sealed proposals. As used in this provision, a Bidder refers to a Bidder under competitive sealed bidding and to an offeror under competitive sealed proposals. As used in this provision, a solicitation means an Invitation for Bids, a request for proposals, or any other document requesting bids or proposals for procurement by the Department.

The Bidder’s execution and submission of a responsive bid constitutes a promise by the Bidder to perform the contract solicited by the Department in accordance with the terms and conditions stated in the solicitation. The bid shall be irrevocable for the period stated in the solicitation or for such a longer period as the Bidder and the

Department may agree.

Upon acceptance of a bid, the Procurement Officer may issue a Blanket Purchase

Order (BPO), in a form to be determined by the Department, to the Bidder accepting the bid and binding the Bidder to a contract. The execution and issuance of a BPO by the Procurement Officer, subject to all necessary approvals, shall constitute acceptance of the bid and final award of the contract. The contract of the parties will be embodied in the contract documents, which shall consist of the executed BPO of the Procurement Officer, including all documents, terms, and conditions incorporated into those documents by the terms of the solicitation, the BPO, the bid, or by operation of law, and the executed bid of the Bidder. If the Procurement

Officer issues a BPO, at the option of the Procurement Officer it will not be necessary for the Bidder to execute the BPO or any other form of contract or

Agreement. The Procurement Officer may require that the parties both execute a single document as the embodiment of the contract between the parties.

In the event of a conflict between provisions of the contract documents, the controlling provisions shall be, in the following order, those of:

The BPO; then

The Solicitation; and then

The Bid.

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36. RETURNED GOODS: Contractor(s) shall be entitled to recover reasonable compensation for any and all goods shipped in accordance with authorized agency orders, meeting all contract requirements, and returned by the agency for reasons other than the Contractor’s failure to meet contract requirements. Compensation shall be limited to actual unreimbursed costs incurred by the Contractor including, but not limited to, restocking charges, shipping charges, plus reasonable profit. The

Contractor must provide written proof of claimed compensation. A return of goods covered by this section shall be deemed a partial termination for convenience as to the returned goods, and other contract provisions and principles applicable to a partial termination for convenience shall apply.

37. PRUCHASES BY OTHER ENTITIES – INDEFINITE QUANTITY

CONTRACTS: This provision applies to indefinite quantity contracts.

Pursuant to the State Finance and Procurement Article, Section 13-110 of the

Annotated Code of Maryland, except as provided in (B) the following entities may purchase materials, supplies, and equipment under this Contract:

1. A county or Baltimore City;

2. A municipal corporation;

3. A governmental agency in the State;

4. A public or quasi-public agency that:

a) Receives State money; and

b) Is exempt from taxation under Section 501(c)(3) of the Internal Revenue

Code;

5. A private elementary or secondary school that:

a) Either has been issued a certificate of approval from the State Board of

Education or is accredited by the Association of Independent Schools;

and

b) Is exempt from taxation under Section 501(c)(3) of the Internal Revenue

Code; or

6. A non-public institution of higher education under Section 17-106 of the

Education Article.

a) A private elementary or secondary school or a nonpublic institution of higher education may not purchase religious materials under this contract.

b) The right to purchase under this section shall be in addition to, but not in substitution for, the applicable purchasing power granted to any of the listed entities pursuant to any statutory or charter provision.

7. Another State or an agency or other instrumentality of another state.

All purchases under this contract by any such entity as described above which is not a unit or agency of the State of Maryland for which the State of Maryland may be held liable in contract: (1) shall constitute a purchase or contract between the

Contractor and that entity only; (2) shall not constitute a purchase or contract of the

State of Maryland; (3) shall not be binding or enforceable against the State of

Maryland or any of its units or agencies; and (4) may be subject to other terms and conditions agreed to by the Contractor and the purchaser.

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Contractor bears the risk of determining whether or not any entity from which the

Contractor receives an order under the contract is a unit or agency of the State of

Maryland such that the contract may be enforced against the State of Maryland.

38. TIE BIDS: Tie Bids will be decided pursuant to COMAR 21.05.02.14.

39. DELAYS AND EXTENSIONS OF TIME: The Contractor agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by it for 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.

40. PATENTS, COPYRIGHTS, AND INTELLECTUAL PROPERTY: All copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the Effective Date of this Contract shall belong to the party that owned such rights immediately prior to the Effective Date (“Pre-Existing Intellectual Property”).

If any design, device, material, process, or other item provided by Contractor is covered by a patent or copyright or which is proprietary to or a trade secret of another, the Contractor shall obtain the necessary permission or license to permit the

State to use such item or items pursuant to its rights granted under the Contract.

41. NON-AVAILABILITY OF FUNDING: If the 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 or the Contractor’s rights under any termination 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 it has knowledge that funds may not be available for the continuation of this Contract for each succeeding fiscal period beyond the first.

42. USE OF ESTIMATED QUANITITIES: Unless specifically indicated otherwise in the State’s solicitation or other controlling documents related to the Scope of Work, any sample amounts provided are estimates only and the Agency named in this contract does not guarantee a minimum or maximum number of units or usage in the performance of this Contract.

43. ELECTRONIC TRANSACTION FEE:

1. 1. For projects with Project Classifications valued at $5,000,000.00 and below, a Master Contractor shall pay an electronic transaction fee to the State equal to one percent (1%) of the amount paid to the Master Contractor by the

State for accepted work. The electronic transaction fee shall not be charged directly to the customer, e.g., as a separate line item, fee or surcharge, but

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Quotation.

2. Within forty-five (45) days of receiving payment from the State for accepted work, the Master Contractor shall submit the electronic transaction fee to the

Office of State Procurement: Fiscal Services Division, 301 W. Preston Street, Room 1309 Baltimore, MD, 21201.

3. Failure to remit transaction fees in a timely manner or remittance of fees inconsistent with the Contract’s requirements may result in the State exercising all recourse available under the contract including, but not limited to, a third-party analysis of all Contract activity, deeming the Master

Contractor in default of the Contract, and Contract termination.

4. Prior to the award of a PO Agreement, the Master Contractor will be asked to confirm in writing that the price included in its Project Quotation includes the one percent (1%) electronic transaction fee.

2.5 Contract Initiation Requirements

Once all approvals have been obtained and the Contract is fully executed, the Procurement Officer may schedule a kickoff meeting to be held prior to commencement of Contract performance.

2.6 End of Contract Transition

The Contractor shall cooperate in the orderly transition of services from it to a subsequent contractor at the end of the contract term or upon receipt of a Notice of Termination from the State. Transition shall be provided in a prompt and timely manner and shall proceed in accordance with the schedule provided to the Contractor by the State in the Notice of Transition. Additional instructions regarding transition services may be provided in the event of a Notice of Termination issued by the State.

2.7 Invoicing

Submission of an invoice constitutes the Contractor’s verification that the information in the invoice is accurate as of the time of submission.

An invoice not satisfying the requirements of a Proper Invoice (as defined in COMAR 21.06.09) will not be processed for payment. To be considered a Proper Invoice, invoices must include the following information, without error:

A. Contractor name and address;

B. Remittance address;

C. Federal taxpayer identification (FEIN) number, social security number, as appropriate;

D. Invoice period (i.e. time period during which services covered by invoice were performed);

E. Invoice date;

F. Invoice number;

G. State assigned Contract number;

H. State assigned (Blanket) Purchase Order number(s);

I. Goods or services provided;

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J. Amount due; and

K. Any additional documentation required by regulation or the Contract.

Invoices that contain both fixed price and labor hour or time and material items shall clearly identify each item as either fixed price, and labor hour, or time and material billing.

The State reserves the right to reduce or withhold Contract payment in the event the Contractor does not provide all required deliverables within the time frame specified in the Contract or otherwise breaches the terms and conditions of the Contract until such time as the Contractor brings itself into full compliance with the Contract.

The State is generally exempt from federal excise taxes, Maryland sales and use taxes, District of

Columbia sales taxes and transportation taxes. The Contractor, however, is not exempt from such sales and use taxes and may be liable for the same.

Invoices for final payment shall be clearly marked as “FINAL” and submitted when all work requirements have been completed and no further charges are to be incurred under the Contract. In no event shall any invoice be submitted later than 60 calendar days from the Contract termination date.

2.7.1 Invoice Submission Schedule

The Contractor shall submit invoices in accordance with the following schedule:

A. Invoices for deliverables shall be submitted upon completion and acceptance of the deliverables as defined in Section 2 of the IFB.

2.7.2 Deliverable Invoicing

A. Deliverable invoices shall be accompanied by a Deliverable Product Acceptance

Form (DPAF) signed notice(s) of acceptance issued by the State for all invoices submitted for payment. Payment of invoices will be withheld if a signed DPAF is not submitted (see online example at http://doit.maryland.gov/contracts/Documents/_procurementForms/DeliverableProdu ctAcceptanceForm-DPAFsample.pdf).

Payment for deliverables will only be made upon completion and acceptance of the deliverables as defined in Section 2 of the IFB.

2.7.3 Travel Reimbursement

Travel will not be reimbursed under this IFB.

2.8 Liquidated Damages

2.8.1 MBE Liquidated Damages

Inapplicable because there is no MBE goal for this IFB.

2.8.2 Liquidated Damages other than MBE

This section is inapplicable to this IFB.

2.8.3 Problem Escalation…