E. Mandatory Contract Terms and Conditions For Contracts Over
$100,000 Not Documented On a Purchase Order

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.

     1.   Parties to the Contract

     2.   Scope of the Contract

     3.   Compensation and Method of Payment

     4.   Non-Hiring of Employees
          No employee of the State of Maryland or any unit
          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 of Maryland or any unit
          thereof.

     5.   Disputes
          Pending Resolution of a claim, the Contractor shall
          proceed diligently with the performance of the
          contract in accordance with the procurement officer's
          decision.

          One of the following clauses is preferred:

          a.   Alternate Disputes Clause (short form). "This
               contract shall be subject to the 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."

          b.   Alternate Disputes Clause (long form).
               (1)  This contract is subject to the USM
                    Procurement Policies and Procedures.
               (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.
               (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.
               (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 within thirty days of
                    when the basis of the claim was known or
                    should have  been known, whichever is
                    earlier.
               (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.
               (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.
               (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 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 University.
               (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)  Pending resolution of a claim, the
                    contractor shall proceed diligently with
                    the performance of the contract in
                    accordance with the procurement officer's
                    decision."


     6.   Maryland Law Prevails. "The laws of Maryland shall
          govern the interpretation and enforcement of this
          Contract."
     
     7.   Nondiscrimination in Employment.
          Mandatory provision for all contracts. The following
          clause is preferred:
          "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,
          or physical or mental handicap unrelated in nature
          and extent so as reasonably to preclude the
          performance of such 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."
     
     8.   Contingent Fee Prohibition.
          Mandatory provision for all contracts:
          "The contractor, architect, or engineer (as
          applicable) 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, architect, or
          engineer, 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."
     
     9.   Multi-Year Contracts Contingent Upon Appropriations.
          Mandatory provision for all contracts and contract
          modifications to be effective in more than one fiscal
          year:
     
          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
          University's rights 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 University 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 non-recurring costs
          incurred but not amortized in the price of the
          Contract. The University 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."
  
     
     10.  Termination for Default.
          Mandatory provision for all contracts. One of the
          following clauses is preferred:
     
          a.   Alternate Clause -Termination for Default (short
               form).
          
               "If the Contractor fails to fulfill its
               obligation under this contract properly and on
               time, or otherwise violates any provision of the
               contract, the University 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 University's option,
               become the University's property. The University
               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 Contractor's breach.
               If the damages are more than the compensation
               payable to the Contractor, the Contractor will
               remain liable after termination and the
               University can affirmatively collect damages.
               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."

          b.   Alternate Clause -Termination for Default (long
               form).
          
               (1)  The University may, subject to the
                    provisions of paragraph (3) below, by
                    written notice of default to the
                    Contractor, terminate the whole or any part
                    of this contract in any one of the
                    following circumstances: (a) If the
                    Contractor fails to perform within the time
                    specified herein or any extension thereof-,
                    or (b) If the Contractor fails to perform
                    any of the other provisions of this
                    contract, or so fails to make progress as
                    to endanger performance of this contract in
                    accordance with its terms, and in either of
                    these two circumstances does not cure such
                    failure within a period of 10 days (or such
                    longer period as the procurement officer
                    may authorize in writing) after receipt of
                    notice from the procurement officer
                    specifying such failure.
               (2)  In the event the University terminates this
                    contract in whole or in part as provided in
                    paragraph (1) of this clause, the
                    University may procure substitute
                    performance upon terms and in whatever
                    manner the procurement officer may deem
                    appropriate, and the Contractor shall be
                    liable to the University for any excess
                    costs for substitute performance; provided,
                    that the Contractor shall continue the
                    performance of this contract to the extent
                    not terminated under the provisions of this
                    clause.
               (3)  Except with respect to defaults of
                    subcontractors, the Contractor shall not be
                    liable for any excess costs if the failure
                    to perform the contract arises out of
                    causes beyond the control and without the
                    fault or negligence of the Contractor. Such
                    causes may include, but are not restricted
                    to, acts of God or of the public enemy,
                    acts of the University in either its
                    sovereign or contractual capacity, fires,
                    floods, epidemics, quarantine restrictions,
                    strikes, freight embargoes, and unusually
                    severe weather; but in every case the
                    failure to perform shall be beyond the
                    control and without the fault or negligence
                    of the Contractor. If the failure to
                    perform is caused by the default of a
                    subcontractor, and if the default arises
                    out of causes beyond the control of both
                    the Contractor and subcontractor, and
                    without the fault or negligence of either
                    of them, the Contractor shall not be liable
                    for any excess costs for failure to perform
                    unless substitute performance for the
                    subcontractor was obtainable from another
                    source in sufficient time to permit the
                    Contractor to meet the performance
                    schedule.
               (4)  If, after notice of termination of this
                    contract under the provisions of this
                    clause, it is determined for any reason
                    that the Contractor was not in default
                    under the provisions of this clause, or
                    that the default was excusable under the
                    provisions of this clause, the rights and
                    obligations of the parties shall, if the
                    contract contains a clause providing for
                    termination for convenience of the
                    University, be the same as if the notice of
                    termination had been issued pursuant to
                    such clause. If, after notice of
                    termination of this contract under the
                    provisions of this clause, it is determined
                    for any reason that the Contractor was not
                    in default under the provisions of this
                    clause, and if this contract does not
                    contain a clause providing for termination
                    for convenience of the University, the
                    contract shall be equitably adjusted to
                    compensate for such termination and the
                    contract modified accordingly; failure to
                    agree to any such adjustment shall be a
                    dispute concerning a question of fact
                    within the meaning of the clause of this
                    contract entitled "Disputes."
               (5)  If this contract is terminated as provided
                    in paragraph (1) of this clause, the
                    University, in addition to any other rights
                    provided in this clause, may require the
                    Contractor to transfer title and deliver to
                    the University, in the manner, at the
                    times, and to the extent, if any, directed
                    by the procurement officer, (a) the
                    fabricated or unfabricated parts, work in
                    progress, completed work, supplies, and
                    other material produced as a part of, or
                    acquired in connection with the performance
                    of, the work terminated by the Notice of
                    Termination, and (b) the completed or
                    partially completed plans, drawings,
                    information, and other property which, if
                    the contract had been completed, would have
                    been required to be furnished to the
                    University; and the Contractor shall, upon
                    direction of the procurement officer,
                    protect and preserve property in the
                    possession of the Contractor in which the
                    University has an interest. Payment for
                    completed supplies delivered to and
                    accepted by the University shall be at the
                    contract price. Payment for manufacturing
                    materials delivered to and accepted by the
                    University and for the protection and
                    preservation of property shall be in an
                    amount agreed upon by the Contractor and
                    procurement officer; failure to agree to
                    such amount shall be a dispute concerning a
                    question of fact within the meaning of the
                    clause of this contract entitled
                    "Disputes." The University may withhold
                    from amounts otherwise due the Contractor
                    hereunder such sum as the procurement
                    officer determines to be necessary to
                    protect the University against loss because
                    of outstanding liens or claims of former
                    lien holders.
               (6)  The rights and remedies of the University
                    provided in this clause shall not be
                    exclusive and are in addition to any other
                    rights and remedies provided by law or
                    under this contract.
               (7)  As used in paragraph (3) of this clause,
                    the terms, "subcontractor" and
                    "subcontractors" mean subcontractor(s) at
                    any tier."
     

     11.       Termination for Convenience.
     
          Except as provided in B, mandatory provision for all
          contracts. One of the following clauses is preferred:
     
          a.   Alternate Clause -Termination for Convenience
               (short form).
               "The performance of work under this contract may
               be terminated by the University in accordance
               with this clause in whole, or from time to time
               in part, whenever the University shall determine
               that such termination is in the best interest of
               the University. The University will pay all
               reasonable costs associated with this contract
               that the Contractor has incurred up to the date
               of termination and all reasonable costs associ
               ated 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 the USM
               Procurement Policies and Procedures.
     
     
           b.  Alternate Clause -Termination for Convenience
               (long form).
          
               (1)  The performance of work under this
                    contract may be terminated by the
                    University in accordance with this clause
                    in whole, or from time to time in part,
                    whenever the University shall determine
                    that such termination is in the best
                    interest of the University. Any such
                    termination shall be effected by delivery
                    to the Contractor of a Notice of Termina
                    tion specifying the extent to which
                    performance of work is terminated and the
                    time when such termination becomes
                    effective.
               
               (2)  After receipt of a Notice of Termination,
                    and except as otherwise directed by the
                    procurement officer, the Contractor shall:
                    (a)  stop work as specified in the Notice
                         of Termination;
                    (b)  place no further orders or
                         subcontracts for materials, services
                         or facilities, except as may be
                         necessary for completion of the
                         portion of the work under the contract
                         as is not terminated;
                    (c)  terminate all orders and subcontracts
                         to the extent that they relate to the
                         performance of work terminated by the
                         Notice of Termination;
                    (d)  assign to the University, in the
                         manner, at times, and to the extent
                         directed by the procurement officer,
                         all of the right, title, and interest
                         of the Contractor under the orders and
                         subcontracts so terminated, in which
                         case the University shall have the
                         right, in its discretion, to settle or
                         pay any or all claims arising out of
                         the termination of such orders and
                         subcontracts;
                    (e)  settle all outstanding liabilities and
                         all claims arising out of such
                         termination of orders and
                         subcontracts, with the approval or
                         ratification of the procurement
                         officer, to the extent he may require,
                         which approval or ratification shall
                         be final for all the purposes of this
                         clause;
                    (f)  transfer title and deliver to the
                         University, in the manner, at the
                         times, and to the extent, if any,
                         directed by the procurement officer,
                         (i)  the fabricated or unfabricated
                              parts, work in process, completed
                              work, supplies, and other
                              material produced as a part of,
                              or acquired in connection with
                              the performance of, the work
                              terminated by the Notice of
                              Termination, and
                         (ii) the completed or partially
                              completed plans, drawings,
                              information, and other property
                              which, if the contract had been
                              completed, would have been
                              required to be furnished to the
                              University;
                    (g)  use its best efforts to sell, in the
                         manner, at the times, to the extent,
                         and at the price or prices directed or
                         authorized by the procurement officer,
                         any property of the types referred to
                         in (f) above; provided, however, that
                         the Contractor
                         (i)  may not be required to extend
                              credit to any purchaser, and
                         (ii) may acquire any such
                              property under the conditions
                              prescribed by and at a price or
                              prices approved by the
                              procurement officer; and provided
                              further that the proceeds of any
                              such transfer or disposition
                              shall be applied in reduction of
                              any payments to be made by the
                              University to the Contractor
                              under this contract or shall
                              otherwise be credited to the
                              price or cost of the work covered
                              by this contract or paid in such
                              other manner as the procurement
                              officer may direct;
                    (h)  complete performance of such part of the work
                         as shall not have been terminated by the 
                         Notice of Termination; and
                         (i)  take any action that may be
                              necessary, or as the procurement
                              officer may direct, for the
                              protection and preservation of
                              the property related to this
                              contract which is in the
                              possession of the Contractor and
                              in which the University has or
                              may acquire an interest.  The
                              Contractor shall submit to the
                              procurement officer a list,
                              certified as to quantity and
                              quality, of any or all items of
                              termination inventory not
                              previously disposed of, exclusive
                              of items the disposition of which
                              has been directed or authorized
                              by the procurement officer, and
                              may request the University to
                              remove them or enter into a
                              storage agreement covering them.
                              Not later than fifteen (15) days
                              thereafter, the University shall
                              accept title to these items and
                              remove them or enter into a
                              storage agreement covering the
                              same; provided, that the list
                              submitted shall be subject to
                              verification by the procurement
                              officer upon removal of the
                              items, or if the items are
                              stored, within forty-five (45)
                              days from the date of submission
                              of the list, and any necessary
                              adjustment to correct the list as
                              submitted shall be made before
                              final settlement.
               
               (3)  After receipt of a Notice of Termination,
                    the Contractor shall submit to the
                    procurement officer his termination claim,
                    in the form and with certification
                    prescribed by the procurement officer. This
                    claim shall be submitted promptly but in no
                    event later than one (1) year from the
                    effective date of termination, unless one
                    or more extensions in writing are granted
                    by the procurement officer, upon request of
                    the Contractor made in writing within the
                    one-year period or authorized extension
                    thereof. However, if the procurement
                    officer determines that the facts justify
                    such action, he may receive and act upon
                    any such termination claim at any time
                    after the one-year period or any extension
                    thereof. Upon failure of the Contractor to
                    submit his termination claim within the
                    time allowed, the procurement officer may
                    determine the claim at any time after the
                    one-year period or any extension thereof.
                    Upon failure of the Contractor to submit
                    his termination claim within the time
                    allowed, the procurement officer may
                    determine, on the basis of information
                    available to him, the amount, if any, due
                    to the Contractor by reason of the
                    termination and shall thereupon pay to the
                    Contractor the amount so determined.
               
               (4)  Subject to the provisions of paragraph (3),
                    the Contractor and the procurement officer
                    may agree upon the whole or any part of the
                    amount or amounts to be paid to the
                    Contractor by reason of the total or
                    partial termination of work pursuant to
                    this clause, which amount or amounts may
                    include a reasonable allowance for profit
                    on work done; provided, that such agreed
                    amount or amounts, exclusive of settlement
                    costs, shall not exceed the total contract
                    price as reduced by the amount of payments
                    otherwise made and as further reduced by
                    the contract price of work not terminated.
                    The contract shall be amended accordingly,
                    and the Contractor shall be paid the agreed
                    amount. Nothing in paragraph (5) of this
                    clause, prescribing the amount to be paid
                    to the Contractor in the event of failure
                    of the Contractor and the procurement
                    officer to agree upon the whole amount to
                    be paid to the Contractor by reason of the
                    termination of work pursuant to this
                    clause, shall be deemed to limit, restrict,
                    or otherwise determine or affect the amount
                    or amounts that may be agreed upon to be
                    paid to the Contractor pursuant to this
                    paragraph.
               
               (5)  In the event of the failure of the
                    Contractor and the procurement officer to
                    agree as provided in paragraph (4) upon the
                    whole amount to be paid to the Contractor
                    by reason of the termination of work
                    pursuant to this clause, the procurement
                    officer shall pay to the Contractor the
                    amounts determined by the procurement
                    officer as follows, but without duplication
                    of any amounts agreed upon in accordance
                    with paragraph (4):
                    (a)  for completed supplies or services
                         accepted by the University (or sold or
                         acquired as provided in paragraph (2)
                         (g) above) and for which payment has
                         not theretofore been made, a sum
                         equivalent to the aggregate price for
                         the supplies or services computed in
                         accordance with the price or prices
                         specified in the contract,
                         appropriately adjusted for any saving
                         of freight or other charges;
                    (b)  the total of-
                         (i)  the costs incurred in the
                              performance of the work termi
                              nated, including initial costs
                              and preparatory expense allocable
                              thereto, but exclusive of any
                              costs attributable to supplies or
                              services paid or to be paid for
                              under paragraph (5)(a) hereof;
                         (ii) the cost of settling and
                              paying claims arising out of the
                              termination of work under
                              subcontracts or orders, as
                              provided in paragraph (2) (e)
                              above, which are properly
                              chargeable to the terminated
                              portion of the contract
                              (exclusive of amounts paid or
                              payable on account of supplies or
                              materials delivered or services
                              furnished by subcontractors or
                              vendors before the effective date
                              of the Notice of Termination,
                              which amounts shall be included
                              in the costs payable under (2)
                              (g) above); and
                        (iii) a sum, as profit on (i)
                              above, determined by the
                              procurement officer to be fair
                              and reasonable; provided,
                              however, that if it appears that
                              the contractor would have
                              sustained a loss on the entire
                              contract had it been completed,
                              no profit shall be included or
                              allowed under this subdivision
                              (iii) and an appropriate
                              adjustment shall be made reducing
                              the amount of the settlement to
                              reflect the indicated rate of
                              loss; and
                    (c)  the reasonable cost of settlement
                         accounting, legal, clerical, and other
                         expenses reasonably necessary for the
                         preparation of settlement claims and
                         supporting data with respect to the
                         terminated portion of the contract and
                         for the termination and settlement of
                         subcontracts thereunder, together with
                         reasonable storage, transportation,
                         and other costs incurred in connection
                         with the protection or disposition of
                         property allocable to this contract.
                         The total sum to be paid to the
                         Contractor under (a) and (b) of this
                         paragraph shall not exceed the total
                         contract price as reduced by the
                         amount of payments otherwise made and
                         as further reduced by the contract
                         price of work not terminated. Except
                         for normal spoilage, and except to the
                         extent that the University shall have
                         otherwise expressly assumed the risk
                         of loss, there shall be excluded from
                         the amounts payable to the Contractor
                         as provided in (5) (a) and (b) (i)
                         above, the fair value, as determined
                         by the procurement officer, of
                         property that is destroyed, lost,
                         stolen, or damaged so as to become
                         undeliverable to the University or to
                         a buyer pursuant to paragraph (2) (g).
               
               (6)  Costs claimed, agreed to, or determined
                    pursuant to (3), (4), (5) and (11) hereof
                    shall be in accordance with USM Procurement
                    Policies and Procedures  as in effect on
                    the date of this contract.
               
               (7)  The Contractor shall have the right of
                    appeal, under the clause of this contract
                    entitled "Disputes," from any determination
                    made by the procurement officer under
                    paragraph (3), (5), or (9) hereof, except
                    that if the Contractor has failed to submit
                    his claim within the time provided in
                    paragraph (3) or (9) hereof, and has failed
                    to request extension of the time, he shall
                    have no right of appeal. In any case where
                    the procurement officer has made a
                    determination of the amount due under
                    paragraph (3), (5), or (9) hereof, the
                    University shall pay to the Contractor the
                    following: (a) if there is no right of
                    appeal hereunder or if no timely appeal has
                    been taken, the amount so determined by the
                    procurement officer, or (b) if an appeal
                    has been taken, the amount finally
                    determined on such appeal.
               
               (8)  In arriving at the amount due the
                    Contractor under this clause there shall be
                    deducted (a) all unliquidated advance or
                    other payments on account theretofore made
                    to the Contractor, applicable to the
                    terminated portion of this contract, (b)
                    any claim which the University may have
                    against the Contractor in connection with
                    this contract, and (c) the agreed price
                    for, or the proceeds of sale of, any
                    materials, supplies, or other things
                    acquired by the Contractor or sold,
                    pursuant to the provisions of this clause,
                    and not otherwise recovered by or credited
                    to the University.
               
               (9)  If the termination hereunder be partial,
                    the Contractor may file with the
                    procurement officer a claim for an
                    equitable adjustment of the price or prices
                    specified in the contract relating to the
                    continued portion of the contract (the
                    portion not terminated by the Notice of
                    Termination), and such equitable adjustment
                    as may be agreed upon shall be made in such
                    price or prices. Any claim by the
                    Contractor for an equitable adjustment
                    under this clause shall be asserted within
                    ninety (90) days from the effective date of
                    the termination notice, unless an extension
                    is granted in writing by the procurement
                    officer.
               
               (10) The University may from time to time,
                    under such terms and conditions as it may
                    prescribe, make partial payments and
                    payments on account against costs incurred
                    by the Contractor in connection with the
                    terminated portion of this contract
                    whenever in the opinion of the procurement
                    officer the aggregate of such payments
                    shall be within the amount to which the
                    Contractor shall be entitled hereunder. If
                    the total of such payments is in excess of
                    the amount finally agreed or determined to
                    be due under this clause, such excess shall
                    be payable by the Contractor to the
                    University upon demand, together with
                    interest computed at the prime rate
                    established by the State Treasurer for the
                    period from the date such excess payment is
                    received by the Contractor to the date on
                    which such excess is repaid to the State;
                    provided, however, that no interest shall
                    be charged with respect to any such excess
                    payment attributable to a reduction in the
                    Contractor's claim by reason of retention
                    or other disposition of termination
                    inventory until ten days after the date of
                    such retention or disposition, or a later
                    date as determined by the procurement
                    officer by reason of the circumstances.
               
               (11) Unless otherwise provided for in this
                    contract, or by applicable statute, the
                    Contractor shall-from the effective date of
                    termination until the expiration of three
                    years after final settlement under this
                    contract -preserve and make available to
                    the University at , all reasonable times at
                    the office of the Contractor but without
                    direct charge to the University, all his
                    books, records, documents and other
                    evidence bearing on the costs and expenses
                    of the Contractor under this contract and
                    relating to the work terminated hereunder,
                    or, to the extent approved by the
                    procurement officer, reproductions
                    thereof."
     
     12.  Delays and Extensions of Time.
          Mandatory provision for all contracts. It shall
          be in substantially the same form as follows:
     
          "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."
     
     13.  Modifications.
          This Contract may be amended with the consent of both
          parties.  Amendments may not  change significantly
          the scope of the Contract.
     
     14.  Liquidated Damages.
          Mandatory provision for those contracts deemed
          appropriate by the procurement officer.
     
     15.  Variations in Estimated Quantities.
          Mandatory provision for all contracts that contain
          estimated quantity items.
     
     16.  Suspension of Work.
          Mandatory provision for all contracts. It shall be in
          substantially the same form as follows:
          "The procurement officer unilaterally may order the
          Contractor in writing to suspend, delay, or interrupt
          all or any part of the work for such period of time
          as he may determine to be appropriate for the
          convenience of the University."
     
     17.  Pre-existing Regulations.
          Mandatory provision for all contracts. It shall be in
          substantially the same form as follows:
          "In accordance with the provisions of Section 11-206
          of the State Finance and Procurement Article,
          Annotated Code of Maryland, 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."
     
     18.  Payment of State Obligations.
          Mandatory provision for all contracts. The following
          clause is preferred:
          "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."
     
     19.  Financial Disclosure.
          Mandatory provision for all contracts:
          "The Contractor shall comply with the provisions of
          Section 13-221 of the State Finance and Procurement
          Article of the Annotated Code of Maryland, 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 $100,000 or more, shall, within 30 days of
          the time when the aggregate value of these contracts,
          leases or other agreements reaches $100,000, file
          with the Secretary of State of Maryland certain
          specified information to include disclosure of
          beneficial ownership of the business."
     
     20.  Political Contribution Disclosure.
          Mandatory provision for all contracts:
          "The Contractor shall comply with Article 33,
          Sections 30-1 through 30-4 of the 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
          Administrative 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.
          The statement shall be filed with the State
          Administrative Board of Election Laws:
          a.   before a purchase or execution of a lease or
               contract by the University, a county, an
               incorporated municipality, or their agencies,
               and shall cover the preceding two calendar
               years; and
          b.   if the contribution is made after the execution
               of a lease or contract, then twice a year,
               throughout the contract term, on (1) February 5,
               to cover the 6-month period ending January 31;
               and (2) August 5, to cover the 6-month period
               ending July 31.
     
     21.  Retention of Records.
          Mandatory provision for all contracts. The following
          clause is preferred:
          "The Contractor shall retain and maintain all records
          and documents relating to this Contract for three
          years after final payment by the University hereunder
          or any applicable statute of limitations, whichever
          is longer, and shall make them available for
          inspection and audit by authorized representatives of
          the University, including the procurement officer or
          designee, at all reasonable times."
     
     22.  Compliance with Laws.
          Mandatory provision for all contracts. The following
          clause is preferred:
          "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 moneys 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; and
          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."
     
     23.  Cost and Price Certification.
          Mandatory provision for all contracts and contract
          modifications (excluding real property leases and
          architectural services or engineering services
          contracts (see 24. below "Truth in Negotiations") if
          the contract or modification exceeds $100,000 or a
          smaller amount determined by the procurement officer
          under State Finance and Procurement Article, 13-220.
          The language shall be in substantially the same form
          as follows:    
     
          "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:
          a.   A negotiated contract, if the total contract
               price is expected to exceed $100,000, or a
               smaller amount set by the procurement officer;
               or
          b.   A change order or contract modification,
               expected to exceed $100,000, or a smaller amount
               set by the procurement officer.
          c.   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."
     
     24.  Truth-In-Negotiation Certification.
          Mandatory provision for architectural services or
          engineering services contracts exceeding $100,000. It
          shall be in substantially the same form as follows:
          "Truth- In -Negotiation Certification"
          "The Contractor by submitting cost or price
          information, including wage rates or other actual
          unit costs, certifies to the best of its knowledge,
          information and belief, that:
          a.   The wage rates and other factual unit costs
               supporting the firm's compensation, as set forth
               in the proposal, are accurate, complete and
               current as of the contract date;
          b.   If any of the items of compensation were
               increased due to the furnishing of inaccurate,
               incomplete or noncurrent wage rates or other
               units of costs, the State is entitled to an
               adjustment in all appropriate items of
               compensation, including profit or fee, to
               exclude any significant sum by which the price
               was increased because of the defective data. The
               University's right to adjustment includes the
               right to a price adjustment for defects in costs
               or pricing data submitted by a prospective or
               actual subcontractor; and
          c.   If additions are made to the original price of
               the contract, such additions may be adjusted to
               exclude any significant sums where it is
               determined the price has been increased due to
               inaccurate, incomplete or noncurrent wage rates
               and other factual costs."
     
     25.  Contract Affidavit.
          Mandatory contract addendum. The contract addendum
          shall be in substantially the same form as follows:


CONTRACT AFFIDAVIT A. AUTHORIZED REPRESENTATIVE I HEREBY AFFIRM THAT I am the ____________ (title) and the duly authorized representative of (business) _________ and that I possess the legal authority to make this affidavit on be of myself and the business for which I am acting. B. CERTIFICATION OF CORPORATION REGISTRATION AND TAX PAYMENT I FURTHER AFFIRM THAT- (1) The business named above is a (domestic []) (foreign []) corporation registered in accordance with the Corporations and Associations Article, Annotated Code of Maryland, and that it is in good standing and has filed all of its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation, and that the name and address of its resident agent filed with the State Department of Assessments and Taxation is: Name: Address: (2) Except as validly contested, the business has paid, or has arranged for payment of, all taxes due the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and the Department of Labor, Licensing, and Regulation, as applicable, and will have paid all withholding taxes due the State of Maryland prior to final settlement. C. CERTAIN AFFIRMATIONS VALID I FURTHER AFFIRM THAT: To the best of my knowledge, information, and belief, each of the affirmations, certifications, or acknowledgments contained in that certain Bid/Proposal Affidavit dated , _ _/_ _ /_ _ , and executed by me for the purpose of obtaining the contract to which this Exhibit is attached remains true and correct in all respects as if made as of the date of this Contract Affidavit and as if fully set forth herein. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF. Date: ____________ By: _______________________________________ (Authorized Representative and Affiant)