TERMS-SOL SBR (rev11-10-2021).doc

MARYLAND STATE LOTTERY AGENCY

SMALL BUSINESS RESERVE PROCUREMENT

a. This is a Small Business Reserve Procurement for which 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 who are registered with the Department of General Services Small Business Reserve Program are eligible for award of a contract.

b. A “Small Business” is a business, other than a broker, that meets the following criteria:

• The business is independently owned and operated;

• The business is not a subsidiary of another business;

• The business is not dominant in its field of operation;

• The wholesale operations of the business did not employ more than 50 persons, and the gross sales of the business did not exceed an average of $2,000,000 in its most recently completed 3 fiscal years;

• The retail operations of the business did not employ more than 25 persons, and the gross sales of the business did not exceed an average of $2,000,000 in its most recently completed 3 fiscal years;

• The manufacturing operations of the business did not employ more than 100 persons, and the gross sales of the business did not exceed an average of $2,000,000 in its most recently completed 3 fiscal years;

• The service operations of the business did not employ more than 100 persons, and the gross sales of the business did not exceed an average of $2,000,000 in its most recently completed 3 fiscal years; and

• The construction operations of the business did not employ more than 50 persons, and the gross sales of the business did not exceed an average of $7,000,000 in its most recently completed 3 fiscal years.

If a business has not existed for three years, the gross sales average is computed for the period of the business's existence. For newly formed businesses the determination will be based upon employment levels and projected gross sales.

c. For more information about the Small Business Reserve program visit:

http://www.dgs.state.md.us/MBE/faq.html

d. A Small Business is not the same as a Minority Business Enterprise, but a business can be both if it has been qualified as a Small Business and has been certified by the Maryland Department of Transportation's (MDOT) Minority Business Enterprise Program as a Minority Business Enterprise. For more information about the Minority Business Enterprise Program visit: http://www.mdot.state.md.us/MBE_Program/index.html

GENERAL TERMS AND CONDITIONS

1. THE CONTRACT/PURCHASE ORDER RESULTING FROM THIS SOLICITATION WILL BE AWARDED PER LINE ITEM TO THE RESPONSIBLE BIDDER SUBMITTING THE LOWEST RESPONSIVE BID.

2. THE CONTRACTOR SHALL MAKE DELIVERY F.O.B. DESTINATION SHIPPING/FREIGHT PREPAID. ALL PRICES SHALL INCLUDE SHIPPING.

3. ARTWORK WILL BE SUPPLIED BY THE USING DIVISION OF THE MARYLAND STATE LOTTERY AGENCY AND WILL BE SENT TO THE CONTRACTOR VIA E-MAIL IN ILLUSTRATOR 9.0 (OR HIGHER). THE CONTRACTOR SHALL OPEN THE ARTWORK FILE IMMEDIATELY UPON RECEIPT AND SHALL NOTIFY THE LOTTERY IN WRITING WITHIN TWENTY FOUR (24) HOURS OF RECEIPT OF ANY PROBLEM WITH THE ARTWORK FILE.

4. THE CONTRACTOR SHALL SUBMIT A QUALITY PRODUCTION PROOF TO THE LOTTERY FOR APPROVAL WITHIN TEN (10) CALENDAR DAYS AFTER RECEIPT OF ARTWORK.

5. ANY SAMPLES SUBMITTED TO THE LOTTERY BY THE CONTRACTOR SHALL BECOME THE PROPERTY OF THE LOTTERY AND SHALL NOT BE RETURNED TO THE CONTRACTOR.

6. THE LOTTERY SHALL PAY FOR ALL PURCHASES IN THE AMOUNT OF $5,000 OR LESS BY STATE OF MARYLAND CORPORATE CREDIT CARD.

7. QUESTIONS:

a) The Lottery will accept written questions from prospective Bidders, which must be received no later than forty eight (48) hours after publication of this solicitation. All questions must be submitted in writing, by facsimile, or preferably, by e-mail. Telephone inquiries will not be answered.

b) The Lottery will prepare written responses to all questions received and will distribute these responses to all prospective Bidders who are known to have received a copy of the solicitation.

c) If a Bidder discovers any conflict, discrepancy, omission, or other error in this solicitation, it shall immediately notify, in writing, the Procurement Officer. If a Bidder fails to notify the Lottery of an error in the solicitation known to the Bidder, or an error that reasonably should have been known to the Bidder, the Bidder shall submit a bid at the Bidder's own risk; and, if awarded the Contract/Purchase Order, the Bidder shall not be entitled to additional compensation or time by reason of the error or its later correction.

e) Upon issuance of this solicitation, neither the Lottery nor its representatives shall discuss the contents of this solicitation with potential Bidders or their representatives, other than in conjunction with the written responses to questions.

MARYLAND STATE LOTTERY AGENCY

SMALL PROCUREMENTS – $50,000.00 or Less (COMAR 21.05.07)

CONTRACT TERMS AND CONDITIONS

The following Terms and Conditions are issued as part of the attached solicitation and shall be incorporated in and become part of the Contract/Purchase Order issued as a result of this solicitation.

.01 Maryland Law Prevails. This Contract shall be governed by the laws of the State of Maryland and for all purposes shall be construed in accordance with said laws and the decisions of the State Administrative tribunals and courts of the State of Maryland thereon, and shall be binding upon the successors and assigns of the parties hereto.

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

.03 Disputes. This Contract shall be subject to the provisions of the State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland, and COMAR 21.10 (Administrative and Civil Remedies). Unless a lesser period is provided by applicable statute, regulation or the Contract, the Contractor must file a written notice of claim with the Procurement Officer within thirty (30) days after the basis for the claim is known or should have been known, whichever is earlier. Pending resolution of a claim, the Contractor shall proceed diligently with the performance of the Contract in accordance with the Procurement Officer's decision.

.04 Termination for Default. If the Contractor does not fulfill obligations under this Contract or violates any provision of this Contract, the Lottery may terminate the Contract by giving the Contractor written notice of termination. Termination under this paragraph does not relieve the Contractor from liability for any damages caused to the Lottery. 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.

.05 Amendments and Changes. This Contract may be amended only with the written consent of both parties. Amendments may not change significantly the scope of the Contract (including the Contract price).

.06 Subcontract; Assignment. The Contractor may not subcontract any portion of the services provided under this Contract without obtaining the prior written approval of the Lottery nor may the Contractor assign this Contract, or any of its rights or obligations hereunder, without the prior written approval of the Lottery. Any such subcontract or assignment shall be subject to any terms and conditions that the Attorney General deems necessary to protect the interests of the Lottery and the State.

.07 Nondiscrimination. The Contractor shall comply with the nondiscrimination provisions of federal and Maryland law.

.08 Anti-Bribery. The Contractor certifies that, to the Contractor’s best knowledge, neither the Contractor; nor (if the Contractor is a corporation or partnership) any of its officers, directors, or partners; nor any employee of the Contractor who is directly involved in obtaining contracts with the State or with any county, city, or other subdivision of the State, has been convicted of bribery, attempted bribery, or conspiracy to bribe under the laws of any state or of the United States.

.09 Political Contribution Disclosure.

The Contractor shall comply with Election Law Article, Sections 14-101 through 14-108, Annotated Code of Maryland, which requires that every person that enters into contracts, leases, or other agreements with the State a county, or an incorporated municipality, or their agencies, during a calendar year in which the person receives in the aggregate $100,000 or more, shall file with the State Board of Elections a statement disclosing contributions 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 Board of Elections: (1) before a purchase or execution of a lease or contract by the State, a county, an incorporated municipality, or their agencies, and shall cover the preceding two calendar years; and (2) if the contribution is made after the execution of a lease or contract, then twice a year, throughout the contract term, on: (a) February 5, to cover the 6-month period ending January 31; and (b) August 5, to cover the 6-month period ending July 31.

.10 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 the Contractor all reasonable costs associated with this Contract that the Contractor has incurred up to the date of termination, and all reasonable costs associated with the termination of the Contract. However, the State will not pay, and the Contractor shall not be entitled to, 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).

.11 Termination for Non-appropriation. If funds are not appropriated or otherwise made available to support continuation in any fiscal year succeeding the first fiscal year, this Contract shall be terminated automatically as of the beginning of the fiscal year for which funds are not available. The Contractor may not recover anticipatory profits or costs incurred after termination.

.12 Indemnification and Responsibility for Claims and Liability.

a. The Contractor shall indemnify, save harmless and defend the Lottery, the State, the Commission, or any individual member thereof, or any employee of 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 its subcontractors under this Contract or in any manner related to the subject matter of this Contract. This section .13 shall survive the termination of this Contract..

b. The State has no obligation to provide legal counsel or defense or pay attorney’s fees to the Contractor or its subcontractors in the event that a suit, claim, or action of any character is brought by any person not party to this Contract against the Contractor or its subcontractors as a result of or relating to the Contractor’s obligations under this Contract.

c. 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 obligations under this Contract.

d. 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.

.13 Compliance with Laws / Warranties. The Contractor hereby represents and warrants that:

a.

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

d.

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.

.14 Liquidated Damages It is agreed by the Lottery and the Contractor that:

a.

If the Contractor does not provide or perform the requirements referred to or listed in this solicitation, damage(s) to the Lottery will result;

b.

Proving such damages(s) will be costly, difficult, and time consuming;

c.

Damages Imposed-In the event the Contractor fails to meet the required delivery date or otherwise fails to provide the good(s) and/or service(s) acceptable to the Lottery in accordance with the solicitation or contract terms and conditions, without the prior written approval of the Lottery, the Lottery may impose liquidated damages in the amount of One Hundred Dollars ($100.00) per day for each day or any portion thereof that the delivery is late or otherwise unacceptable to the Lottery in accordance with the solicitation or contract terms and conditions.

d.

The damage amount represents a good faith effort to quantify the range of harm that could reasonably be anticipated at the time of the making of the Contract and are not a penalty;

e.

Any liquidated damages assessed may be collected, at the Lottery’s discretion, by withholding the funds from any payment or payments due to the Contractor on or after the date of assessment; and (Revised – SBR – 01/10/2010) Maryland State Lottery Agency