MEDICALSERVICES AGREEMENT




ORIGINAL




BALTIMORE
      COUNTY, MARYLAND


CONTRACT




THIS
      AGREEMENT made this 29 th day of
      March, 2007, (the "Agreement") is by and between Baltimore County, Maryland,
      a
      body corporate and politic, (hereinafter "County") and CONMED, Inc., 9375
      Chesapeake Street, #203, LaPlata, Maryland 20646 (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,
      400
      Washington Avenue, Room 148, Towson, Maryland 21204. 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:


James
      P.
      O’Neill, Director


Department
      of Corrections


720
      Bosley Avenue


Towson,
      Maryland 21204


(410)
      512-3401


(410)
      887-4644 Fax




FOR
      THE
      CONTRACTOR:


Richard
      W. Turner, President and CEO


CONMED,
      Inc.


9375
      Chesapeake Street, #203


La
      Plata,
      Maryland 20646


(301)-609-8460


(301)-934-6983
      Fax





WITH
      A
      COPY TO:


David
      H.
      Cox, Esquire


Jackson
      & Campbell, P.C.


1120
      20 th Street,
      NW, Suite 300-S


Washington,
      DC 20036


(202)-457-1634


(202)-457-1678
      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 Ann. 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. 52-1530272______________________
            By:
            ___________________________
              (SEAL)Richard W. Turner
              President and CEO





WITNESS:
            BALTIMORE
                COUNTY, MARYLAND, a body
              corporate and politic______________________
            By:
            _________________________________Fred Homan   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:








________________________________


James
      P.
      O’Neill, Director


Department
      of Corrections








BALTIMORE
      COUNTY COUNCIL








By:
      _________________________________


Chairman  6/4/07