APPENDIX A - TERMS AND CONDITIONS




C. Mandatory Terms and Conditions of University Contracts Under $100,000

     1.   Simplified Acquisitions of $5,000 or less:
     
          (a)  Contract type-oral or written;
          (b)  Minimum evidence:
               i.   For oral contracts-a receipt, invoice, or voucher;
               ii.  For written contracts-a purchase order or contract;
               iii. For purchases made with a corporate
                    purchasing card a charge slip or a
                    telephone purchasing card log, and at least
                    a sales slip, packing slip, cash register
                    receipt, or repair order.

     2.   Simplified Acquisitions exceeding $5,000:
          The contract terms may not be altered or deleted
          without prior approval of the Procurement Officer or
          a duly authorized representative.

          (a)  simplified acquisition contracts over $5,000
               must be written, and signed by an authorized
               University employee.
          (b)  simplified acquisition contracts over $5,000
               must include the following elements:
               i.   Identification of the parties to the contract 
                    including contractor taxpayer identification
                    number; the taxpayer identification number 
                    shall be the Social Security number for 
                    individuals and sole proprietors and the federal
                    employer identification number for all other types
                    of organizations;
               ii.  A statement of the scope of the contract;
               iii. The dollar value of the contract, if known, or
                    estimated dollar value if the actual value is not
                    known;
               iv.  The term of the contract, including completion or
                    delivery date;
               v.   Name of the procurement officer responsible for the
                    contract.
               vi.  Contract Clauses. In addition to the contract 
                    elements specified above, a written simplified 
                    acquisition contract may include the other clauses,
                    items, or conditions specified by the institution.
                    It is recommended that simplified acquisition 
                    contract include the following:
               
       1.   Maryland Law Prevails.  "The laws of Maryland shall govern
            the interpretation and enforcement of this Contract".
       2.   Termination for Convenience:  "The University may
            terminate this Contract, in whole or in part, without 
            showing cause upon prior written notice to the Contractor
            specifying the extent and the effective date of the 
            termination. Termination hereunder, including the 
            determination of the rights and obligations of the parties,
            shall be governed by the provisions of the University 
            System of Maryland Procurement Policy and  Procedures.
       3.   Changes. "This Contract may be amended with the consent of
            both parties. Amendments may not change significantly the
            scope of the Contract ."
          


D. Mandatory Purchase Order Terms and Conditions for Contract exceeding
$100,000

     1.   General.
          The following are mandatory terms and conditions to
          be included in all purchase orders exceeding
          $100,000. If unusual circumstances arise that
          necessitate the modification of any mandatory terms
          and conditions, a recommendation containing the
          necessary modification(s) and including written
          justification must be approved by the Procurement
          Officer and, if appropriate, by legal counsel.
     
     2.   Incorporation by Reference.
          "All terms and conditions of the solicitation, and
          any changes thereto, are made a part of this
          contract."
     
     3.   Tax Exemption.
          "The State is generally exempt from federal excise
          taxes, Maryland sales and use taxes, District of
          Columbia sales taxes, and transportation taxes.
          Exemption certificates shall be completed upon
          request. Where a contractor is required to furnish
          and install material in the construction or
          improvement of real property in performance of a con
          tract, the Contractor shall pay the Maryland Sales
          Tax and the exemption does not apply."
     
     4.   Specifications.
          "All materials, equipment, supplies or services shall
          conform to federal and State laws and regulations and
          to the specifications contained in the solicitation."
     
     5.   Delivery and Acceptance.
          "Delivery shall be made in accordance with the
          solicitation specifications. The University, in its
          sole discretion, may extend the time of performance
          for excusable delays due to unforeseeable causes
          beyond the Contractor's control. The University
          unilaterally may order in writing the suspension,
          delay, or interruption of performance hereunder. The
          University 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 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.
          Rejected materials shall be promptly replaced. The
          University reserves the right to purchase replacement
          materials in the open market. Contractors failing to
          promptly replace materials lawfully rejected shall be
          liable for any excess price paid for the replacement,
          plus applicable expenses, if any.
     
     6.   Non-Hiring of Employees.
          No employee of the State or any department,
          commission, agency or branch thereof whose duties as
          such employee include matters relating to or
          affecting the subject matter of this contract shall,
          while so employed, become or be an employee of the
          party or parties hereby contracting with the State or
          any unit thereof.
     
     7.   Nondiscrimination 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 in conspicuous places
          available to employees and applicants for employment,
          notices setting forth the substance of this clause.
     
     8.   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 $100,000
          or more during a calendar year shall, within 30 days
          of the time when the $100,000 is reached, file with
          the Secretary of State certain specified information
          to include disclosure of beneficial ownership of the
          business.
     
     9.   Political Contribution Disclosure.
          The Contractor shall comply with Article 33, Sections
          30-1 through 30-4, Annotated Code of Maryland, which
          requires that every person that enters into
          contracts, leases, or other agreements with the State
          of Maryland or a political subdivision of the State,
          including its agencies, during a calendar year in
          which the person receives in the aggregate $100,000
          or more, shall file with the State Administration
          Board of Election Laws a statement disclosing
          contributions in excess of $500 made during the
          reporting period to a candidate for elective office
          in any primary or general election.
     
     10.  Anti-Bribery.
          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.
     
     11.  Registration.
          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, 301 West Preston St.,
          Baltimore, Maryland 21201, before doing any
          interstate or foreign business in this State. Before
          doing any intrastate business in this State, a
          foreign corporation shall qualify with the Department
          of Assessments and Taxation.
     
     12.  Contingent Fees.
          The Contractor warrants that it has not employed or
          retained any person, partnership, corporation, or
          other entity, other than a bona fide employee or
          agent working for the Contractor, 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.
     
     13.  EPA Compliance.
          Materials, supplies, equipment, or services shall
          comply in all respects with the Federal Noise Control
          Act of 1972, where applicable.
     
     14.  Occupational Safety and Health Act (O.S.H.A.).
          All materials, supplies, equipment, or services
          supplied as a result of this contract shall comply
          with the applicable U.S. and Maryland Occupational
          Safety and Health Act standards.
     
     15.  Termination for Convenience.
          Upon written notice to the Contractor, the University
          may terminate this contract, in whole or in part,
          whenever the University shall determine that such
          termination is in the best interest of the
          University. The University shall pay all reasonable
          costs incurred up to the date of termination and all
          reasonable costs associated with termination of the
          contract. However, the Contractor may not be
          reimbursed for anticipatory profits. Termination
          hereunder, including the determination of the rights
          and obligations of the parties, shall be governed by
          the provisions of USM Procurement Policies and
          Procedures.
   
     16.  Termination for Default.
          When the Contractor has not performed or has
          unsatisfactorily performed the contract, payment
          shall be withheld at the discretion of the
          University. 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 USM
          Procurement Policies and Procedures.
     
     
     17.  Disputes.
          This contract shall be subject to USM Procurement
          Policies and Procedures. Pending resolution of a
          claim, the Contractor shall proceed diligently with
          the performance of the contract in accordance with
          the procurement officer's decision.
     
     18.  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 of the
          fiscal year for which funds are not available. The
          Contractor may not recover anticipatory profits or
          costs incurred after termination.
     
     19.  Intellectual Property.
          Contractor agrees to indemnify and save harmless the
          University, its officers, agents and employees with
          respect to any claim, action, cost or judgment for
          patent infringement, or trademark or copyright viola
          tion arising out of purchase or use of materials,
          supplies, equipment or services covered by this
          contract.
     
     20.  Maryland Law Prevails.
          The provisions of this contract shall be governed by
          the laws of Maryland.
     
     21.  Contractor's Invoices.
          Contractor agrees to include on the face of all
          invoices billed to the University, its Taxpayer
          Identification Number, which is the Social Security
          Number for individuals and sole proprietors and the
          Federal Employer Identification Number for all other
          types of organizations.  If a Purchase Order document
          is issued, the Purchase Order Number must be
          included.
     
     22.  Pre-existing Regulations.
          The regulations set forth in USM Procurement Policies
          and Procedures in effect on the date of execution of
          this Contract are applicable to this Contract.
     
     23.  Indemnification.
          The University shall not assume any obligation to
          indemnify, hold harmless, or pay attorneys' fees that
          may arise from or in any way be associated with the
          performance or operation of this agreement.
     
     24.  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 alteration 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 Contractor's assent to any additional or
          different terms contained herein. The Contractor
          understands and agrees that the terms and conditions
          of this purchase order may not be waived.
     
     25.  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.
     
     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.