Chapter 01. Mandatory Contract Provisions — All Contracts (except as provided under COMAR 21.05.07, 21.07.02, and 21.07.03)
Regulation .01 Parties to the Contract.LinkCopy Citation
Mandatory provision for all contracts.
Regulation .02 Scope of Contract.LinkCopy Citation
Mandatory provision for all contracts. This provision shall reflect the unilateral right of the State to order in writing changes in the work within the scope of the contract.
Regulation .03 Compensation and Method of Payment.LinkCopy Citation
Mandatory provision for all contracts. The contractor's taxpayer identification number consisting of the Social Security number for individuals and sole proprietors and the federal employer identification number for all other types of organizations shall be indicated in this clause.
Regulation .04 Contract Modifications.LinkCopy Citation
Mandatory provision for all contracts.
Regulation .05 Non-Hiring of Officials and Employees.LinkCopy Citation
Mandatory provision for all contracts: “No official or employee of the State of Maryland, as defined under General Provisions Article, §5-101, Annotated Code of Maryland, whose duties as such official or employee include matters relating to or affecting the subject matter of this contract, shall during the pendancy and term of this contract and while serving as an official or employee of the State become or be an employee of the contractor or any entity that is a subcontractor on this contract.”
Regulation .06 Disputes.LinkCopy Citation
Mandatory provision for all contracts. One of the following clauses is preferred:
A.
Alternate Disputes Clause (short form). “This contract shall be subject to the provisions of State Finance and Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland, and COMAR 21.10 (Administrative and Civil Remedies). 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).
Regulation .07 Maryland Law Prevails.LinkCopy Citation
Mandatory provision for all contracts unless otherwise authorized by the Board of Public Works.
Regulation .08 Nondiscrimination in Employment.LinkCopy Citation
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, sexual orientation, gender identity, marital status, national origin, ancestry genetic information or any otherwise unlawful use of characteristics, or disability of a qualified individual with a disability unrelated in nature and extent so as to reasonably preclude the performance of the employment, or the individual’s refusal to submit to a genetic test or make available the results of a genetic test; (b) to include a provision similar to that contained in subsection (a), above, in any underlying 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.”
Regulation .09 Contingent Fee Prohibition.LinkCopy Citation
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.”
Regulation .10 Multi-Year Contracts Contingent Upon Appropriations.LinkCopy Citation
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 cancelled automatically as of the beginning of the fiscal year for which funds were not appropriated or otherwise made available; provided, however, that this will not affect either the State's rights or the Contractor's rights under any termination 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 non-recurring 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.”
Regulation .11 Termination for Default.LinkCopy Citation
Mandatory provision for all contracts. One of the following clauses is preferred:
A.
Alternate Clause — Termination for Default (short form).
B.
Alternate Clause — Termination for Default (long form).
Regulation .12 Termination for Convenience.LinkCopy Citation
A.
Except as provided in §B of this regulation, mandatory provision for all contracts. One of the following clauses is preferred:
(1)
Alternate Clause — Termination for Convenience (short form).
(2)
Alternate Clause — Termination for Convenience (long form).
B.
Leases of Real Property.
(1)
Inclusion of a termination for convenience clause in a real property lease is discretionary with the Board of Public Works, upon recommendation of the Secretary of General Services.
(2)
In recommending the exclusion of a termination for convenience clause in a real property lease, the Secretary shall consider such factors as:
(a)
The practicality of including the termination for convenience clause in a lease of real property located in another state or overseas when the demand for property of a particular type or in some particular geographic location is extremely intense, or when the contents of a lease are established by a foreign government and are effectively non-negotiable, or both;
(b)
The perception of some landlords that the termination for convenience clause permits the State to unilaterally convert a fixed term lease to a day-to-day lease; or
(c)
The prospects that some lending institutions may reject loan requests from landlords owning property that the State might wish to lease but that must be first upgraded at the owner's expense to meet State User Agency Requirements.
Regulation .13 Delays and Extensions of Time.LinkCopy Citation
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.”
Regulation .14 Liquidated Damages.LinkCopy Citation
Mandatory provision for:
A.
All contracts with certified MBE participation goals in accordance with COMAR 21.11.03.10E; and
B.
Any other contracts deemed appropriate by the procurement officer in consultation with the Office of the Attorney General.
Regulation .15 Variations in Estimated Quantities.LinkCopy Citation
Mandatory provision for all contracts that contain estimated quantity items.
Regulation .16 Suspension of Work.LinkCopy Citation
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 the procurement officer may determine to be appropriate for the convenience of the State.”
Regulation .17 Pre-existing Regulations.LinkCopy Citation
Mandatory provision for all contracts. It shall be in substantially the same form as follows:
“In accordance with the provisions of §11-206 of the State Finance and Procurement Article, Annotated Code of Maryland, 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.”
Regulation .18 Payment of State Obligations.LinkCopy Citation
Mandatory provision for all contracts. The following clause is preferred:
“Unless a payment is unauthorized, deferred, delayed, or set-off under COMAR 21.02.07, Payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the State’s receipt of a proper invoice from the Contractor.
The Contractor may be eligible to receive late payment interest at the rate of 9% per annum if:
Regulation .19 Financial Disclosure.LinkCopy Citation
Mandatory provision for all contracts:
“The Contractor shall comply with the provisions of State Finance and Procurement Article §13-221, Annotated Code of Maryland. That section requires a business to file with the Secretary of State of Maryland certain specified information, including disclosure of beneficial ownership of the business, within 30 days of the date the aggregate value of any contracts, leases, or other agreements that the business enters into with the State of Maryland or its agencies during a calendar year reaches $200,000.”
Regulation .20 Political Contribution Disclosure.LinkCopy Citation
Mandatory provision for all contracts:
“The Contractor shall comply with Election Law Article, Title 14, Annotated Code of Maryland, which requires that every person that enters into a procurement contract with the State, a county, or a municipal corporation, or other political subdivision of the State, during a calendar year in which the person receives a contract with a governmental entity in the amount of $200,000 or more, shall file with the State Board of Elections statements disclosing:(a) any contributions made during the reporting period to a candidate for elective office in any primary or general election; and (b) the name of each candidate to whom one or more contribution in a cumulative amount of $500 or more were made during the reporting period. The statement shall be filed with the State Board of Elections:(a) before execution of a contract by the State, a county, a municipal corporation, or other political subdivision of the State, and shall cover the 24 months prior to when a contract was awarded; and (b) if the contribution is made after the execution of a contract, then twice a year, throughout the contract term, on or before:(i) May 31, to cover the six (6) month period ending April 30; and (ii) November 30, to cover the six (6) month period ending October 31. Additional information is available on the State Board of Election website: http://www.elections.state.md.us/campaign_finance/index.html.”
Regulation .21 Retention of Records.LinkCopy Citation
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 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.”
Regulation .22 Compliance with Laws.LinkCopy Citation
Mandatory provision for all contracts. The following clause is preferred:
"The Contractor hereby represents and warrants that:
Regulation .23 Cost and Price Certification.LinkCopy Citation
Mandatory provision for all contracts and contract modifications (excluding real property leases and architectural services or engineering services contracts (see Regulation .24)) 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”
"A. 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:
Regulation .24 Truth-In-Negotiation Certification.LinkCopy Citation
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 factual 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;
Regulation .25 Contract Affidavit.LinkCopy Citation
Mandatory contract addendum. The contract addendum shall be in substantially the same form as follows and submitted upon initial award and each renewal thereafter:
Regulation .26 Commercial Nondiscrimination Clause.LinkCopy Citation
A.
The following provision is mandatory for all State contracts and subcontracts: “As a condition of entering into this Agreement, the company represents and warrants that it will comply with the State’s Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland. As part of such compliance, Contractor may not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, gender identity, or on the basis of disability, or other unlawful forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall Contractor retaliate against any person for reporting instances of such discrimination. Contractor shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the marketplace. Contractor understands that a material violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of Contractor from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.”
B.
The following provision is mandatory for all State contracts: “As a condition of entering into this Agreement, upon the request of the Commission on Civil Rights, and only after the filing of a complaint against Contractor under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland, as amended from time to time, Contractor agrees to provide within 60 days after the request a complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past 4 years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by Contractor on each subcontract or supply contract. Contractor further agrees to cooperate in any investigation conducted by the State pursuant to the State’s Commercial Nondiscrimination Policy as set forth under Title 19 of the State Finance and Procurement Article of the Annotated Code of Maryland, and to provide any documents relevant to any investigation that are requested by the State. Contractor understands that violation of this clause is a material breach of this Agreement and may result in contract termination, disqualification by the State from participating in State contracts, and other sanctions.”
Regulation .27 Performance and Payment Bonds.LinkCopy Citation
Click here for full text of Regulation 21.07.01.27 (FORM AT END OF CHAPTER)
Regulation .28 Performance and Payment Bonds — Multiyear Annual and Renewable.LinkCopy Citation
Click here for full text of Regulation 21.07.01.28 (FORM AT END OF CHAPTER)
Regulation .29 Election Service Providers — Ownership of, Investment In, or Control of an Election Service Provider by a Foreign National.LinkCopy Citation
Mandatory provision for all State Board of Elections contracts, including secondary competition awards, with an election service provider, as defined in Election Law Article, Title 2, Subtitle 1, Annotated Code of Maryland. The following clause is preferred:
“The Contractor agrees to provide notice of:(a) any ownership of, investment in, or control of the election service provider by a foreign national at the time of the award of the contract; and (b) any material change in any ownership of, investment in, or control of the election service provider by a foreign national at any time for the duration of the contract. All notices required by this provision shall include:(a) the name and nationality of the foreign national that has ownership of, investment in, or control of the election service provider; and (b) the nature and extent of the ownership, investment, or control.
On a determination by the Administrator of the State Board of Elections that the foreign national has the ability to control, influence, or direct the election service provider in any manner that would compromise or influence, or give the appearance of compromising or influencing, the independence and integrity of an election, the Administrator of the State Board of Elections may terminate, in whole or in part, the contract with the election service provider.
Within 7 days after the Administrator of the State Board of Elections exercises the authority to terminate, in whole or in part, a contract with an election service provider under this regulation, the Administrator of the State Board of Elections shall notify the appropriate persons in writing of the termination of the contract and the Administrator’s reasons for terminating the contract.”
Regulation .30 Election Service Providers — Actual or Attempted Security Violations.LinkCopy Citation
Mandatory provision for all State Board of Elections contracts, including secondary competition awards, with an election service provider, as defined in Election Law Article, Title 2, Subtitle 1, Annotated Code of Maryland. The following clause is preferred:
“The Contractor, upon receipt of knowledge that a security violation or significant attempted security violation, as defined in Election Law Article, Title 2, Subtitle 1, Annotated Code of Maryland, has occurred involving an election system provided, supported, or maintained by the election service provider, shall:(a) notify the Administrator of the State Board of Elections in writing as soon as practicable, but not later than four days after becoming aware of the security violation or significant attempted security violation; and (b) cooperate with the Administrator of the State Board of Elections in submitting a report on each security violation and significant attempted security violation involving an election system.”
Regulation .31 Prompt Payment of Subcontractors.LinkCopy Citation
Mandatory provisions for all contracts:
A.
This contract and all subcontracts issued under this contract at any tier are subject to the provisions of State Finance and Procurement Article, §15-226, Annotated Code of Maryland, and COMAR 21.10.08. In §§A—D of this regulation, the terms “undisputed amount”, “prime contractor”, “contractor”, “subcontractor,” “supplier”, and “supplier” have the meanings stated in COMAR 21.10.08.01.
B.
A contractor shall promptly pay its subcontractors or suppliers an undisputed amount to which a subcontractor or supplier is entitled for work performed under this contract within 10 days after the contractor receives a progress payment or final payment for work under this contract.
C.
If a contractor fails to make payment within the period prescribed in §B of this regulation, a subcontractor or supplier may request a remedy in accordance with COMAR 21.10.08.
D.
A contractor shall include in its subcontracts at any tier for work under this contract wording that incorporates the provisions, duties, and obligations of §§A—D of this regulation, State Finance and Procurement Article, §15-226, Annotated Code of Maryland, and COMAR 21.10.08.
Chapter annotations
Authority: Election Law Article, §§14-101—14-108; General Provisions Article, §§5-101 and 5-503; State Finance and Procurement Article, §§12-101, 13-211, 13-217—13-219, 13-221—13-223, 13-317, 15-226 ,16-202, 17-401, 17-402, and 19-114; Annotated Code of Maryland; Chs. 588, 589, and 630, Acts of 2017; Ch. 403, Acts of 2019
History: Effective date: July 1, 1981 (8:13 Md. R. II-5)
History: Regulation .09A amended effective May 6, 1985 (12:9 Md. R. 816)
History: Chapter revised effective January 9, 1989 (15:27 Md. R. 3138)
History: Regulation .03 amended effective August 2, 1993 (20:15 Md. R. 1221)
History: Regulation .05 amended effective October 2, 2000 (27:19 Md. R. 1730); July 9, 2001 (28:13 Md. R. 1216)
History: Regulation .06B amended effective May 2, 2022 (49:9 Md. R. 531)
History: Regulation .08 amended effective December 25, 2000 (27:25 Md. R. 2284); January 2, 2017 (43:26 Md. R. 1449); March 3, 2025 (52:4 Md. R. 221)
History: Regulation .11 amended effective June 29, 2020 (47:13 Md. R. 643)
History: Regulation .11A amended effective November 22, 1993 (20:23 Md. R. 1086)
History: Regulation .12A amended effective November 22, 1993 (20:23 Md. R. 1086); May 2, 2022 (49:9 Md. R. 531)
History: Regulation .14 amended effective May 13, 2013 (40:9 Md. R. 789); July 15, 2019 (46:14 Md. R. 623)
History: Regulation .16 amended effective May 2, 2022 (49:9 Md. R. 531)
History: Regulation .18 amended effective January 2, 2017 (43:26 Md. R. 1449)
History: Regulation .19 amended effective March 11, 2019 (46:5 Md. R. 310)
History: Regulation .20 amended effective January 26, 1998 (25:2 Md. R. 79); December 25, 2000 (27:25 Md. R. 2284); January 2, 2017 (43:26 Md. R. 1449)
History: Regulation .25 amended effective October 1, 1990 (17:19 Md. R. 2322); August 2, 1993 (20:15 Md. R. 1221); August 8, 2011 (38:16 Md. R. 946); May 13, 2013 (40:9 Md. R. 789)
History: Regulation .25C amended effective March 11, 2019 (46:5 Md. R. 310)
History: Regulation .25D amended effective January 2, 2017 (43:26 Md. R. 1449)
History: Regulation .26 adopted as an emergency provision effective August 8, 1997 (24:18 Md. R. 1294); emergency status rescinded effective October 16, 1997 (24:23 Md. R. 1608)
History: Regulation .26 adopted effective March 12, 2007 (34:5 Md. R. 562)
History: Regulation .26A amended effective January 2, 2017 (43:26 Md. R. 1449); March 3, 2025 (52:4 Md. R. 221)
History: Regulation .26B amended effective March 5, 2012 (39:4 Md. R. 338)
History: Regulation .27 adopted effective July 15, 2019 (46:14 Md. R. 623)
History: Regulation .28 adopted effective July 15, 2019 (46:14 Md. R. 623)
History: Regulation .29 adopted effective June 29, 2020 (47:13 Md. R. 643)
History: Regulation .30 adopted effective June 29, 2020 (47:13 Md. R. 643)
History: Regulation .31 adopted effective September 18, 2023 (50:18 Md. R. 800)
History: Regulation .31 amended effective March 3, 2025 (52:4 Md. R. 221)