MEDICAL SERVICES AGREEMENT ORIGINAL BALTIMORE COUNTY, MARYLAND CONTRACT
MEDICAL
SERVICES AGREEMENT
ORIGINAL
BALTIMORE
COUNTY, MARYLAND
CONTRACT
THIS
AGREEMENT made this 29th
day of
March, 2007, (the "Agreement") is by and between Baltimore County, Maryland,
a
body corporate and politic, (hereinafter "County") and CONMED, Inc., ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the
"Contractor").
WHEREAS,
the said Contractor, in consideration of the payments hereinafter specified
and
agreed to be made by said County, hereby covenants and agrees to perform all
services, in strict and entire conformity with Attachment A entitled, "Services
to be Performed", any Purchase Order subsequently issued and the Request for
Proposal No. 205771 and the response and any amendments and revisions thereto
and the parties understand and agree that the pricing terms in the best and
final bid dated July 11, 2006 supercedes the pricing terms in Contractor's
original bid and the best and final bid pricing terms shall control, as revised
and/or supplemented by the Contractor's September 5, 2006 letter (collectively,
the "Bid").
NOW
THEREFORE, in consideration of the mutual promises and covenants, the parties
hereto agree that the County shall pay the Contractor, an amount as set forth
herein, for services rendered in accordance with this Agreement, the other
attachments hereto and if applicable, the Bid and the Purchase Order all of
which are hereby incorporated into and made a part of this Agreement.
Notwithstanding any other terms or provisions of this Agreement, in the event
the County is temporarily or permanently prevented, restricted or delayed in
the
performance of any or all of the duties and obligations imposed upon or assumed
by it hereunder, by act of the General Assembly of Maryland or the Baltimore
County Council, by a court of competent jurisdiction or by administrative delay
not due to the fault of the County (and its members and agents) shall not be
liable directly or indirectly for any claims caused to or suffered by the
Contractor or any other person in connection with or as a result of such
prevention, restriction or delay. In addition the parties hereto agree as
follows:
1. Contractor's
Duties.
The
Contractor shall be an independent Contractor and not an employee of the County,
and shall be responsible for the reporting and remittance of all state and
federal taxes. The Contractor shall perform the services outlined in Attachment
A hereto. The Contractor's services will be provided with due care and in a
manner satisfactory to the County and in accordance with all applicable
professional standards.
2. Compensation.
2.1 In
consideration of the services to be provided by the Contractor, the County
shall
pay the Contractor (a) Five Million Five Hundred Sixty-Nine Thousand Eight
Hundred Five Dollars ($5,569,805.00) per contract year for all services provided
and (b) Five Dollars and Ten Cents ($5.10) per inmate per day only for any
inmates in excess of 1,350 excluding and other than home detention inmates.
The
County shall grant a price escalation in each year subsequent to September
14,
2007 in accordance with the current Consumer Price Index at the time up to
a
maximum 5% increase on the current pricing. For purposes of this section,
“Consumer Price Index” shall mean the Consumer Price Index-All Urban
Consumers-United States Average-All Items (CPI-U), as published by the United
States Department of Labor, Bureau of Labor Statistics. The contractor must
request the escalation in writing ninety days prior to the end of the
then-current term.
2.2 The
Contractor shall submit invoices to the County monthly. The Contractor's
invoices shall reflect the:
| · |
Contractor's
name
|
| · |
Address
|
| · |
Federal
tax identification number
|
| · |
Order
number and line number(s) that correspond with resulting
orders
|
| · |
Services
performed during the preceding billing
period
|
Original
invoices shall be submitted to Office of Budget and Finance, Disbursements,
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Invoices in the proper
form
and approved by the County shall be paid by the County within thirty (30) days
of receipt thereof. The County reserves the right to approve such invoices.
If,
in
the exercise of its reasonable business judgment, it requires more detail to
determine if an invoice should be paid, the County shall make a request for
such
information within 30 days of receipt of an invoice and Contractor shall
promptly respond thereto.
2.3 In
no
event shall the compensation paid to the Contractor exceed the County Council
approved appropriation during the entire term of this Agreement including
renewals thereof.
3. Term.
3.1 This
Agreement shall be effective September 15, 2006 and shall continue through
September 14, 2009 (the "Initial Term"), at which time the County may exercise
its option to renew set forth in Paragraph 3.2 below, unless sooner terminated
pursuant to this Agreement.
3.2 The
County reserves the right to renew this Agreement for six (6) years, in two
(2)
three-year increments, on the same terms and conditions set forth herein. The
County will automatically renew this Agreement at the end of the Initial Term
and each renewal term (except the last) unless it provides notice of non-renewal
to the Contractor ninety (90) days prior to the end of the then current term.
Unless set forth in a written amendment, the compensation and manner of payment
set forth in Paragraph 2 shall remain as is including the maximum amount of
compensation available hereunder. In the event any renewal changes the terms
and
conditions set forth herein, the approval of the Baltimore County Council may
be
required.
4. Contractor's
Representations and Warranties.
The
Contractor hereby represents and warrants the following:
4.1 The
Contractor is a corporation, duly formed and validly existing under the laws
of
the State of Maryland and qualified to do business and in good standing in
the
State of Maryland.
4.2 The
Contractor has the power and authority to consummate the obligations and
responsibilities contemplated hereby, and has taken all necessary action to
authorize the execution, delivery and performance required under this
Agreement.
4.3 The
person executing this Agreement for the Contractor warrants that he is duly
authorized by the Contractor to execute this Agreement on the Contractor's
behalf.
4.4 The
professional services to be provided under this Agreement shall be performed
competently and with due care, and in accordance with all applicable laws,
codes, ordinances and regulations and licensing requirements.
4.5 The
Contractor has obtained and shall continue to maintain, at its own cost, such
licenses and certifications as are necessary to provide the services rendered
under this Agreement, and shall present such licenses to the County upon its
request for the same.
4.6 The
financial condition of the Contractor shall be satisfactory to the County and
there shall have been delivered to the County such written statements, schedules
or reports in such form, containing such information and accompanied by such
documents as may be satisfactory to the County concerning the financial
condition of Contractor. Such documentation shall fairly and accurately present
the financial condition of Contractor as of their date and the results of its
operations for the period then ended. There has been no material adverse change
in the financial condition of the Contractor or the results of its operations
since the date of such financial statements.
4.7 All
representations and warranties made in the Procurement Affidavit, the Bid
response and this Agreement remain true and correct in all
respects.
5. County's
Representation and Warranties.
The
County hereby represents and warrants that the person executing this Agreement
for the County is duly authorized by the County to execute this Agreement on
the
County's behalf.
6. Termination
for Convenience.
6.1 The
County may terminate this Agreement, without cause, by providing written notice
thereof to the Contractor at least ninety (90) days prior to the intended date
of termination at the address set forth below, or at such other address as
may
be later designated by the Contractor in writing. The Contractor acknowledges
that the absence of a reciprocal right of termination for convenience does
not
render this Agreement illusory or unenforceable.
6.2 In
the
event of termination, without cause, the County shall advise the Contractor
in
writing of the termination date and of work to be performed during the final
days prior to contract termination. The Contractor shall be paid for all
reasonable costs incurred by the Contractor up to the date of termination set
forth in the written notice of termination. Payment shall be made in accordance
with the provisions of Paragraph 2 of this Agreement.
7. Insurance.
The
Contractor shall provide evidence of insurance required by the County pursuant
to the attached insurance requirements in the form and in amounts acceptable
to
the County. The Contractor shall maintain the insurance coverages required
by
the County while this Agreement is in force, and provide documentation of such
insurance in a form satisfactory to the County. Such documentation may, in
the
discretion of the County, be in the form of binders or declarations from the
insurance company. In the event of a conflict between the provisions of the
attached insurance requirements and this Agreement, the provisions of this
Agreement shall prevail.
8. Default
and Cure Period.
The term
"Default" as used in this Agreement shall mean the occurrence or happening,
from
time to time, of any one or more of the following:
8.1
Representations
and Warranties. If any representation or warranty contained in this Agreement,
and if applicable, the Bid shall prove at any time to be materially incorrect
or
misleading in any material respect either on the date when made or on the date
when reaffirmed.
8.2
Compliance
with Covenants and Conditions. If the Contractor shall fail to comply with
the
terms of any covenant, condition, agreement or any express or implied warranty
contained in this Agreement.
8.3 Performance
of Contractual Obligations. If the services hereunder are not performed in
good
faith and in accordance with the provisions of this Agreement.
8.4 Conditions
Precedent to Any Disbursement. If the Contractor shall be unable to satisfy
any
express condition precedent to its right to receive a disbursement.
8.5
Bankruptcy.
If the Contractor becomes insolvent or generally does not pay its debts as
they
become due, or if a petition for relief is filed by the Contractor in a
bankruptcy court, or if the Contractor applies for, consents to, or acquiesces
in the appointment of a trustee, custodian, or receiver for the Contractor
or
any of its assets and property, or makes a general assignment for the benefit
of
creditors; or in the absence of such application, consent, or acquiescence,
a
trustee, custodian, or receiver is appointed for the Contractor or for a
substantial part of the assets and property of the Contractor and is not
discharged within sixty (60) days; or any bankruptcy, reorganization, debt
arrangement, or other proceeding or case under any bankruptcy or insolvency
or
any dissolution or liquidation proceeding is instituted against the Contractor
and is consented to or acquiesced in by the Contractor or remains for sixty
(60)
days un-dismissed; or the Contractor takes any action to authorize any of the
actions described in this subsection.
8.6 Except
in
the event of willful or intentional misconduct, in the event the County or
Contractor determines that a Default exists, it shall provide written notice
to
the party in Default. Subject to the time limits set forth in Section 8.5,
the
defaulting party shall be provided a period of thirty (30) days to cure any
such
Default. If the defaulting party does so, then any notice of Default shall
be
promptly rescinded and shall be of no further effect.
9. Remedies
for Uncured Default.
9.1 The
County shall have the right upon the happening of any Default and the passage
of
any cure periods therefor, without providing notice to the
Contractor:
a. In
addition to other available rights and remedies, to terminate this Agreement
immediately, in whole or in part;
b. To
suspend the Contractor's authority to receive any undisbursed funds;
and/or
c.
To
proceed at any time or from time to time to protect and enforce all rights
and
remedies available to the County, by suit or any other appropriate proceedings,
whether for specific performance of any covenant, term or condition set forth
in
this Agreement, or for damages or other relief, or proceed to take any action
authorized or permitted under applicable law or regulations.
9.2
Upon
termination of this Agreement for default, the County will pay the Contractor
for services provided up to the date of termination, less the amount of damages
caused by the uncured default, all as reasonably determined by the County.
If
the damages exceed the undisbursed sums available for compensation, the County
shall not be obligated to make any further disbursements hereunder. Any off-sets
shall be determined by the County in the exercise of reasonable discretion.
Contractor retains all rights and remedies to challenge any such determinations
and actions by the County.
10. Remedies
Cumulative and Concurrent.
No
remedy
herein conferred upon or reserved to either party is intended to be exclusive
of
any other remedies provided for in this Agreement, and each and every such
remedy shall be cumulative, and shall be in addition to every other remedy
given
hereunder, or now or hereafter existing at law or in equity or by statute.
Every
right, power and remedy given to either party shall be concurrent and may be
pursued separately, successively or together against the other party, and every
right, power and remedy given may be exercised from time to time as often
as
may be
deemed expedient by the non--defaulting party.
11. Confidential
Information.
Subject
to any applicable law or regulation, neither party shall disclose any
documentation and information previously in the public domain, disclosed to
the
other in the course of the performance of its duties hereunder with respect
to
past, present and future business, services and clients without the express
written consent of the other party.
12. Conflict
of Interest.
The
Contractor represents and warrants that there exists no actual or potential
conflict of interest between its performance under this Agreement and its
engagement or involvement in any other personal or professional activities.
In
the event such conflict or potential conflict arises during the term of this
Agreement, or any extension thereof, the Contractor shall immediately advise
the
County thereof.
13. Assignment.
13.1 Neither
the County nor the Contractor shall assign, subcontract or transfer its interest
or obligations under this Agreement to any third party, without the written
consent of the other, which consent shall not be unreasonably withheld,
conditioned or delayed. The Contractor further agrees to provide a minimum
of
ninety (90) days' written notice to the County prior to entering into any
bankruptcy, merger or consolidation where the surviving entity will be unwilling
or unable to accept the Contractor's obligations hereunder, to enable the County
to procure the goods or services elsewhere. In the event the cost of procuring
such alternate goods or services increases the cost to the County, and/or delays
delivery time of any product, in addition to any other remedies available to
the
County, the Contractor shall pay to the County, as damages, any additional
costs
incurred. Nothing herein shall eliminate or minimize the County’s duty to
mitigate any such claimed damages.
13.2 Nothing
herein shall be construed to create any personal or individual liability upon
any employee, officer or elected official of the County, nor shall this
Agreement be construed to create any rights hereunder in any person or entity
other than the parties of this Agreement.
14. Delegation
of Duties.
The
Contractor shall not delegate the Contractor's duties under this Agreement
without the prior written consent of the County.
15. Indemnification.
15.1
The
Contractor shall defend, indemnify and hold harmless the County, its employees,
agents and officials from any and all liabilities, claims, suits, or demands
(including reasonable attorney’s fees) which may be incurred or made against the
County, its employees, agents or officials resulting from any act or omission
committed in the performance of the duties imposed by and performed under the
terms of this Agreement by the Contractor or anyone under agreement with the
Contractor to perform duties under this Agreement. The Contractor shall not
be
responsible for acts of gross negligence or willful misconduct committed by
the
County its agents, employees, consultants, or officials.
15.2
The
Contractor shall also defend, indemnify and hold harmless the County, its
employees, agents and officials from any and all liabilities, claims, suits,
or
demands (including reasonable attorney’s fees) which may be made against the
County, its employees, agents or officials by any third party arising from
the
alleged violation of any third party's trade secrets, proprietary information,
trademark, copyright, patent rights, or intellectual property rights in
connection with the Contractor's work under this Agreement.
15.3
Both
parties hereto shall cooperate with one another in the defense of any such
claims, actions, suits, or demands, and shall not agree to the settlement of
or
admit liability for any such claim, demand, action or suit prior to a judgment
theron without the prior written agreement of both parties. Upon receipt of
written notice from the County of its receipt of such a claim, action, suit
or
demand, Contractor shall promptly and timely assume the investigation and
defense thereof, including the employment of counsel and the payment of all
losses, costs, damages, and expenses association therewith. Contractor shall
cooperate with County and shall keep the County apprised of all defenses and
settlement negotiations. The County shall have the right to review and approve
any settlement to which it is a party, which approval shall not be unreasonably
withheld, conditioned or delayed.
16. Integration
and Modification.
This
Agreement, including the documents referenced in the recitals hereto, sets
forth
the entire agreement between the parties relative to the subject matter hereof.
No representation, promise or condition, whether oral or written, not
incorporated herein shall be binding upon either party to this Agreement. No
waiver, modification or amendment of the terms of this Agreement shall be
effective unless made in writing and signed by an authorized representative(s)
of the party sought to be bound thereby.
17. Fee
Prohibition.
The
Contractor warrants and represents that it has not employed or engaged any
person or entity to solicit or secure this Agreement, and that it has not paid,
or agreed to pay any person or entity a fee or any other consideration
contingent on the making of this Agreement. If any suit, claim, or demand shall
arise concerning such a fee, the Contractor agrees to indemnify and hold
harmless the County, from all such claims, suits or demands.
18. No
Partnership.
Nothing
contained in this Agreement shall be construed in any manner to create any
relationship between the Contractor and the County other than expressly
specified herein and the Contractor and the County shall not be considered
partners or co-venturers for any purpose on account of this
Agreement.
19. Governing
Law.
This
Agreement shall be governed and construed in accordance with the laws of the
State of Maryland.
20. Conflicting
Terms.
20.1 The
Contractor acknowledges that any Purchase Order issued on or after the effective
date of this Agreement is hereby integrated and made a part of this Agreement,
provided, however that any preprinted terms and conditions of any purchase
order
or other ordering document issued by the County in connection with this
Agreement that are in addition to or inconsistent with the terms and conditions
of the Agreement, shall not be binding on the Contractor and shall not be deemed
to modify this Agreement.
20.2 In
the
event of a conflict between the Bid (including standard specifications) and
this
Agreement, the provisions of this Agreement (without the conflicting terms
in
the Bid) shall prevail.
20.3 If
a
conflict arises between the provisions of this Agreement and the Purchase Order,
the provisions of this Agreement shall prevail.
21. Severability.
If
any of
the provisions in this Agreement are declared by a court or other lawful
authority to be unenforceable or invalid for any reason the remaining provisions
hereof shall not be affected thereby and shall remain enforceable to the full
extent permitted by law.
22. Time
is of the Essence.
Time
is
of the essence with respect to performance of the terms and conditions of this
Agreement.
23. Funding.
The
failure of the County to appropriate sufficient funds in any future fiscal
year
to provide funds for this Agreement shall entitle the County to terminate this
Agreement without prior notice to the Contractor.
24. Counterparts.
This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
25. Ownership
of Goods.
All
finished or unfinished work, reports, or goods that are the subject of this
Agreement including any licenses or consents acquired by the Contractor for
performance hereunder, shall be and shall remain the property of the
County.
26. Discrimination
Prohibited.
26.1 In
the
execution of the obligations and responsibilities hereunder, including, but
not
limited to, hiring or employment made possible by or relating to this Agreement,
the Contractor shall not:
a. Fail
or
refuse to hire, or discharge, any individual, or otherwise to discriminate
against any individual with respect to the individual's compensation, terms,
conditions, or privileges of employment, because of such individual's race,
color, religion, sex, age, national origin, marital status, sexual orientation,
genetic information, or disability unrelated in nature and extent so as to
reasonably preclude the performance of the employment, or because of the
individual's refusal to submit to a genetic test or make available the results
of a genetic test;
b. Limit,
segregate, or classify its employees or applicants for employment in any way
which would deprive or tend to deprive any individual of employment
opportunities or otherwise adversely affect the individual's status as an
employee, because of the individual's race, color, religion, sex, age, national
origin, marital status, sexual orientation, genetic information, or disability
unrelated in nature and extent so as to reasonably preclude the performance
of
the employment, or because of the individual's refusal to submit to a genetic
test or make available the results of a genetic test; or
c. Request
or require genetic tests or genetic information as a condition for hiring or
determining benefits.
26.2 All
solicitations or advertisements for employees shall state that the Contractor
is
an equal opportunity employer.
27. Reports
I
Information/Inspections
I
and
Audits.
27.1 At
any
time during normal business hours and as often as the County may deem necessary,
the Contractor shall make available to and permit inspection and copying by
the
County, its employees or agents, of all records, information and documentation
of the Contractor related to the subject matter of this Agreement, including,
but not limited to, all contracts, invoices, payroll, and financial
audits.
27.2 If
Contractor is in default, the County may request the Contractor, at the expense
of the Contractor, to have performed an independent audit of the Contractor's
financial information including, but not limited to, balance sheets, statement
of revenue and expenses, and receipts and disbursements. The independent auditor
selected shall be subject to the approval of the County.
28. Notice.
Any
notice required to be delivered shall be deemed to have been received when
the
notice has been sent by certified mail, return receipt, overnight carrier,
or
hand delivered to the following address and individual or at such other address
and/or such other individual as a party may identify in writing to the other
party:
FOR
THE
COUNTY:
▇▇▇▇▇
▇.
▇’▇▇▇▇▇, Director
Department
of Corrections
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇)
▇▇▇-▇▇▇▇
(▇▇▇)
▇▇▇-▇▇▇▇ Fax
FOR
THE
CONTRACTOR:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, President and CEO
CONMED,
Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇
▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇)-▇▇▇-▇▇▇▇
(▇▇▇)-▇▇▇-▇▇▇▇
Fax
WITH
A
COPY TO:
▇▇▇▇▇
▇.
▇▇▇, Esquire
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, P.C.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇ ▇▇▇-▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
(▇▇▇)-▇▇▇-▇▇▇▇
(▇▇▇)-▇▇▇-▇▇▇▇
Fax
29. Recycled
and Recyclable Products.
Any
goods
delivered under this Agreement that require packaging must be packed in recycled
and recyclable materials.
30. Compliance
With Federal HIPAA And State Confidentiality Laws
A. The
Contractor acknowledges its duty to become familiar with and comply, to the
extent applicable, with all requirements of the Federal Health Insurance
Portability and Accountability Act (HIPAA), 42 U.S.C. §§ 1320 et
seq., as
the
same may be amended from time to time and implementing regulations including
45
CFR Parts 160 and 164, as the same may be amended from time to time, the
Contractor also agrees to comply with the Maryland Confidentiality of Medical
Records Act (MCMRA), Md. Code ▇▇▇. Health-General §§4-301 et
seq., as
the
same may be amended from time to time. This obligation includes:
1. As
necessary, adhering to the privacy and security requirements for protected
health information and medical records under federal HIPAA and State MCMRA
and
making the transmission of all electronic information compatible with the
federal HIPAA requirements; and
2. Providing
good management practices regarding all health information and medical
records.
B. The
Contractor must execute a business associate agreement as required by HIPAA
regulations at 45 CFR §164.501, as the same may be amended from time to time.
The fully executed business associate agreement must be submitted within 10
working days after notification of selection, or within 10 days after award,
whichever is earlier. Upon expiration of the ten-day submission period, if
the
County determines that the Contractor has not provided the HIPAA agreement
required by this Agreement, the Procurement Officer, upon review of the
Baltimore County Office of Law, may determine the Contractor to be in default
of
this Agreement.
C. Protected
Health Information as defined in the HIPAA regulations at 45 CFR 160.103 and
164.501, as, the same may be amended from time to time, means information
transmitted as defined in the regulations, that is individually identifiable;
that is created or received by a healthcare provider, health plan, public health
authority, employer, life insurer, school or university, or healthcare
clearinghouse; and that is related to the past, present, or future physical
or
mental health or condition of an individual, to the provision of healthcare
to
an individual, or to the past, present, or future payment for the provision
of
healthcare to an individual. The definition excludes certain education records
as well as employment records held by a covered entity in its role as
employer.
31. Political
Contribution Disclosure Affirmation.
The
Contractor affirms that it is aware of, and will comply with, the provisions
of
Sections 14-101 through 14-108 of the Election Law Article of the Annotated
Code
of Maryland, as the same may be amended from time to time, which require that
every person who makes, during any 12-month period, one or more contracts,
with
one or more Maryland governmental entities involving cumulative consideration,
of at least $100,000.00, shall file with the State Board of Elections certain
specified information to include disclosure of attributable political
contributions in excess of $500 during defined reporting periods.
32. No
Waiver, Etc.
No
failure or delay by the County or Contractor to insist upon the strict
performance of any term, condition or covenant of this Agreement, or to exercise
any right, power, or remedy consequent upon a breach thereof, covenant of this
Agreement, or to exercise any right, power, or remedy consequent upon a breach
thereof, shall constitute a waiver of any such term, condition, or covenant
or
of any such breach, or preclude the County or Contractor from exercising any
such right, power, or remedy at any later time or times.
33. Survival.
The
provisions of paragraphs 4 (Contractor's Representations and Warranties), 11
(Confidential Information), 15 (Indemnification), and 34 (Liquidated and
Actual Damages) shall survive termination of this Agreement for ten (10)
years.
34. Liquidated
and Actual Damages.
Confidence
and timeliness are essential elements of this Agreement and it is important
that
the work be vigorously prosecuted. If the Contractor fails to complete work
in a
timely manner or any work shall remain uncompleted beyond as specified in
Attachment A of the Bid, the Contractor shall be liable for liquidated damages
in the amount provided for in the Bid. It is very difficult, if not impossible,
to accurately measure the damages to the County due to the Contractor's failure
to perform. In addition to the liquidated damages caused by the Contractor's
failure to timely perform in accordance with the Agreement, the County is likely
to incur additional costs, all of which will be monitored by the County, and
the
Contractor shall also be responsible for such actual damages incurred. The
County may seek damages pursuant to the performance bond in the amount of Five
Million Five Hundred Sixty-Nine Thousand Eight Hundred Five Dollars
($5,569,805.00) and the Contractor’s commercial general liability insurance and
professional liability insurance, each respectively in an amount up to the
policy limits; however, in no event shall the County be compensated in the
amount in excess of the damages incurred by County in connection with this
Agreement. The obligation to pay the County for actual damages and costs shall
be in addition to the Contractor’s obligation to pay the liquidated damages sum
as described in the Bid. IN NO EVENT SHALL THE SURETY’S OBLIGATION UNDER THE
PERFORMANCE BOND EXCEEDS THE PENAL SUM OF THE PERFORMANCE BOND. The County
shall
have the right, among all other rights under the Agreement, at law, or in
equity, to deduct the liquated damages and the County’s actual damages as a
result of the Contractor’s failure to timely perform, from any monies due or any
monies that may become due to the Contractor.
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year
first
written above.
| WITNESS: |
CONMED,
Inc.
Federal Identification No. ▇▇-▇▇▇▇▇▇▇
|
|
| |
|
|
| ______________________ | By: | ___________________________ (SEAL) |
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and CEO
|
||
| WITNESS: |
BALTIMORE
COUNTY, MARYLAND, a body
corporate and politic
|
|
| |
|
|
| ______________________ | By: | _________________________________ |
|
▇▇▇▇ ▇▇▇▇▇ 6/13/07
Acting Administrative
Officer
|
||
APPROVED
FOR LEGAL FORM AND SUFFICIENCY*
(Subject
to Execution by A Duly Authorized County
Administrative
Official and County Council, if Indicated)
________________________________
OFFICE
OF
THE COUNTY ATTORNEY
*Approval
of Legal Form and Sufficiency Does Not Convey.
Approval
or Disapproval of Substantive Nature of Transaction.
Approval
is Based Upon Typeset Document. All Modifications Require
Re-Approval.
REVIEWED
AND APPROVED:
________________________________
▇▇▇▇▇
▇.
▇’▇▇▇▇▇, Director
Department
of Corrections
BALTIMORE
COUNTY COUNCIL
By:
_________________________________
Chairman 6/4/07