8-Sample Service Contract.26-080.docx

Moving and Relocation Services Agreement between Maryland Stadium Authority and

MSA Contract No. BCS-XXX i

Table of Contents

/2016

Maryland Stadium Authority Contract No. BCS-XXX moving and Relocation Services Agreement THIS MOVING AND RELOCATION SERVICES AGREEMENT (this "Agreement") is entered effective DD day of Month, YYYY_________ by and between the MARYLAND STADIUM AUTHORITY, a body politic and corporate and an instrumentality of the State of Maryland ("MSA"), and , a State and Business Formation Type ("Contractor"), each of whom may be referred to as a "Party" and both of whom may be collectively referred to as the "Parties."

Recitals WHEREAS, MSA issued a Invitation for Bids (“IFB”)/Request for Proposals (“RFP”) on ________ to solicit offers for _______________ (“Services”), MSA Project No. ____, which RFP is a material and substantive part of this Agreement and is incorporated by reference; and WHEREAS, Contractor was selected for award based upon a determination that its proposal was the most advantageous proposal submitted in response to the solicitation; and WHEREAS, MSA and Contractor desire to enter into this Agreement based upon the terms and conditions herein and elsewhere in the Contract Documents.

Incorporation of Recitals. The foregoing Recitals are incorporated herein by reference and made a part of this Agreement.

E. Contractor desires to provide such services for the Project, subject to the conditions and terms set forth herein.

Agreement NOW, THEREFORE, for and in consideration of the promises and covenants, conditions, representations, and warranties contained herein, and for good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows:

Relationship of Contractor and MSA Appointment. Contractor accepts the relationship of trust and confidence established with MSA by this Agreement, and covenants to provide Contractor's reasonable skill and judgment and to cooperate with MSA and its various partners and contractors, including those working on the Project, in furthering the interests of MSA in connection with the ServicesProject.

Independent Contractor. Contractor is neitherot an employee of MSA, nor of City Schools, but rather is and shall be an independent contractor as that term is defined under Maryland law. Contractor shall be responsible for providing all equipment and related services necessary for performance of all obligations under this Agreement, and for withholding any taxes and Social Security payment due in relation to services rendered under this Agreement. Contractor is not an agent of MSA or, the State, or City Schools, cannot commit MSA, or the State, or City Schools to any expenditure of funds, and cannot enter into any contractual obligation on behalf of MSA or, the State, or City Schools.

Contract Documents. The contract between the Parties is embodied in the following documents (collectively, the "Contract Documents"):

This Agreement;

MSA's Request for ProposalsIFB/RFP issued Month DD, YYYY (including Attachments A through GI), as supplemented and/or modified by Addendum No. 1 issued Month DD, YYY____Y (collectively, the "RFP"), all of which are attached hereto as Exhibit 1;

Contractor's Bid/Technical Proposal, attached hereto as Exhibit 2;

Contractor's Financial Proposal, attached hereto as Exhibit 3 (Contractor's Technical Proposal and Financial Proposal are herein referred to collectively as "Contractor's Proposal");

Contractor's executed Bid/Proposal Affidavit, attached hereto as Exhibit 4;

Contractor's executed Contract Affidavit, attached hereto as Exhibit 5;

Contractor's executed Conflict-of-Interest Information and Disclosure Affidavit, attached hereto as Exhibit 6.

If there is a conflict among the provisions of the Contract Documents, the Contract Documents shall control in the order that they are listed above.

Scope of Work. The general scope of work for this Agreement is set forth in the Contract Documents. Contractor shall provide services to MSA and City Schools as described in the Contract Documents in order to assist in the development and commissioning of the Project.

Standard of Care. In performing its duties hereunder, Contractor shall use a level of skill and exhibit a standard of care that is appropriate for a Contractor providing the requisite services in connection with a large fast-track construction or renovation project of similar size and scope to the Services required hereunderProject. Contractor understands and acknowledges that MSA's decision to appoint Contractor is based upon the experience, qualification, and other materials submitted in response to the RFP. Contractor further represents and warrants that such materials are, as of the date that they were submitted and as of the date hereof, accurate in all material respects and fairly represent the capabilities of Contractor and its subcontractors.

Performance of Services. Contractor shall, at all times, meet the standard of care described above when fulfilling its duties and obligations under this Agreement and the Contract Documents. Contractor shall reasonably cooperate with MSA and its employees, agents, and contractors in delivering any service hereunder. At all times, Contractor shall keep MSA's Contract Representative (as defined below) reasonably informed of the progress made in the performance of all assigned duties.

Ownership and Use of Work Product. Any work product, whether written or in electronic format, prepared by Contractor during the term of this Agreement for MSA shall become the sole and exclusive property of MSA. Such work product shall not be used by Contractors or its subcontractors for other projects without the specific written consent of MSA.

Dissemination of Information. Unless Contractor has obtained the prior written consent of MSA's Contract Representative (as defined below), Contractor shall not (a) release, disseminate, publish, distribute, or circulate, in any manner whatsoever, any information, data, document or materials related to the services or performance of the services under this Agreement, or (b) publish any final reports or documents.

Term Term. The term of this agreement shall be for a period of three (3) years from the effective date. MSA Contractor shall complete its services under this Agreement as set forth in the Contract Documentsshall retain two one (1) year renewal options at its sole discretion.

Extension for Completion of Tasks. If this Agreement would otherwise expire in accordance with this provision, MSA may unilaterally extend the Agreement for such time as may be necessary to permit completion of tasks ordered by MSA that would otherwise remain incomplete at the time of expiration.

Compensation and Method of Payment Contract Price. MSA shall reimburse Contractor for the services provided and performed hereunder at the rates of compensation stated in the Contract Documents for an amount not to exceed Three Hundred Thousand Dollars Written Dollar Amount ($XX,XXX.XX300,000.00).

Services Only on Request. All services are to be provided only at the request of MSA's Contract Representative (as designated in Section 4 below) or his designees. Absent prior authorization by MSA's Contract Representative or his designees, Contractor may neither incur expenses nor devote time to any or all of the services to be performed.

Invoices. Contractor shall submit detailed invoices, setting forth the name of the employee or subcontractor performing services, the date of such services, a full description of the services performed, the agreed upon rates charged for such services, and the hours or fractional hours expended. Each detailed invoice shall be sent in a standard billing format, which shall include, but not be limited to, inclusion of the Contractor’s Federal Tax Identification Number, Contract Identifying Number, and MSA's Blanket Purchase Order Number.

Payment. Payments to Contractor will be based upon completion of the scope of work and the agreed-upon fees identified in the Financial Proposal, as approved by MSA's Contract Representative or his designees.

Taxes. MSA shall not withhold federal, State, local or FICA taxes, if any, from payments made pursuant to this Agreement.

Electronic Funds Transfer (EFT). Contractor agrees to accept payments by electronic funds transfer and shall complete the EFT form provided by MSA.

Availability of Funding. Contractor acknowledges that the Project will be paid for with Program funds. MSA shall keep Contractor informed of any shortfall in the Program funds that could affect the Project. If Program funds become unavailable for the Project, this Agreement shall be canceled automatically as of the date for which funds become unavailable, whereupon the parties shall have the rights and remedies provided herein as if MSA had canceled this Agreement solely for MSA's convenience.

Contract Representatives and Notices Designation of Contract Representatives. The following individuals are designated as Contract Representatives for their respective parties:

Maryland Stadium Authority Capital Projects Development Group The Warehouse at Camden Yards 351333 West Camden Street, Suite 5300 Baltimore, Maryland 21201

Contractor: Contractor Representative Name, TitleName/Title

Contractor Address City, State, ZipcodeAddress

Authority of Contractor's Contract Representative. Contractor's Contract Representative as identified in this Agreement shall be deemed to have authority to render any decision or take any action required under the Agreement.

Authority of MSA's Contract Representative. Except as provided in subsection 4.4 below, MSA's Contract Representative as identified in this Agreement is the individual to be contacted by Contractor for the purposes of communicating routine information, requesting assistance, or making routine inquiries regarding this Agreement. Notwithstanding anything in this Section 4, only an authorized MSA official acting in the capacity of Procurement Officer is authorized to make changes to the scope of work or to issue modifications to this Agreement.

Reserved.MSA's Program Manager. MSA has engaged Partners for Revitalization of Baltimore City Schools ("Program Manager") to assist MSA with the day-to-day management and implementation of the Program. Unless otherwise notified by MSA, Program Manager has the authority and responsibility to act on behalf of and in place of MSA with respect to the Project. Any requirement herein to provide plans, specifications, designs, notices, or any other information to MSA shall also be a requirement to provide the same to Program Manager. Program Manager shall designate a representative authorized to act on Program Manager's behalf with respect to the Project ("Program Manager's Representative"). The following individual is designated as Program Manager’s Representative:

Kathleen Langan Partners for Revitalization of Baltimore City Schools 250 W. Pratt Street, Suite 2201 Baltimore, Maryland 21201

Unless and until MSA notifies Contractor otherwise, Program Manager's Representative shall have the authority to act as, on behalf of, and in lieu of MSA's Contract Representative with respect to the Project.

Notices. All notices, requests, demands, offers and other written communications given or delivered under or by reason of the provisions of this Agreement shall be (i) in writing, (ii) signed by the Party giving such notice, (iii) addressed to the other Party's Contract Representative, and (iv) given by registered mail, postage prepaid and return receipt requested, by hand delivery, or by nationally recognized air courier service. Unless and until MSA notifies Contractor otherwise, all notices to MSA shall be sent to both MSA's Contract Representative and Program Manager's Representative. Any such notice shall become effective when received (or refused) by the addressee, provided that any notice or communication that is received other than during regular business hours of the recipient on a business day shall be deemed to have been given at the opening of business on the next business day. From time to time, each of the Parties may designate a new addressee or address for purposes of notice hereunder by notice to such effect to the other.

Retention of Records; Inspections and Audits Contractor shall maintain books, records, documents and other evidence directly pertinent to performance under the Agreement in accordance with generally accepted professional practice and appropriate accounting procedures and practices consistently applied in effect on the date of execution of the Agreement. Contractor shall also maintain the financial information and data used in the preparation and support of the cost analysis and cost summaries submitted to MSA and the required cost submissions in effect on the date of execution of the Agreement. MSA, and any of its authorized representatives, shall have access to the books, records, documents and other evidence held, owned or maintained by Contractor for the purpose of inspection, audit and copying during normal business hours and upon advance written notice to Contractor. Contractor shall provide proper facilities for such access and inspection.

The Contractor shall maintain, for each individual performing services under this Agreement, complete time records that document the services rendered. A summary of the time records (and any coding key necessary to interpret them), indicating the name of each employee, the services rendered, the hourly rate being charged, and the amount of time spent by each such individual, and the dates of performance, shall be available to MSA, and any auditors acting on behalf of MSA, at all reasonable times during the terms of this Agreement and for a period of seven (7) years after final payment hereunder.

Contractor shall retain and preserve all records and documents relating to this Agreement for seven (7) years after final payment hereunder, and shall make them available for inspection and audit by MSA or its authorized representatives at all reasonable times.

Personnel and Subcontractors Contractor's Project Team.

Contractor shall not make any changes in the composition of its project team as specified in Contractor's Proposal without the prior written consent of MSA's Contract Representative. Any change to the composition of Contractor's project team without the prior written consent of the Contract Representative shall be deemed to be an event of default by Contractor under this Agreement.

MSA's Contract Representative may require Contractor to remove an employee of Contractor from its project team for sufficient cause. Such cause may include, but is not necessarily limited to: deficient performance, lack of responsiveness, illegal or immoral acts, negligence, incompetence, or inefficiency. Should replacement of an employee be required, Contractor shall submit a replacement to MSA's Contract Representative for approval.

Criminal Background Checks and Prohibitions. If required by applicable State or federal law, Contractor’s personnel – including members of the Project Team and any subcontractors, shall be subject to a security and/or criminal background check. Before or after award of the contract, at the sole discretion of MSA, those persons found to be unfit to work on State contracts may be excluded from work on the Project at no additional cost to MSA.

Only personnel thoroughly trained and skilled in the tasks assigned them may be employed for any portion of the Services. Any Contractor employee, Project Team member, or subcontractor found to be unskilled or untrained shall be removed.

When municipal, county, State or federal laws require that certain personnel (techs, etc.) be licensed, then all such personnel, including subcontractors, employed by, or under contract with, the Contractor for this Agreement shall be so licensed.

Responsibility of the Contractor. It is the responsibility of Contractor to make certain that its employees, agents, volunteers, and sub-contractors who have contact with students be fingerprinted and have a background check in compliance with Title 5, Subtitle 5, Part VI, of the Family Law Article of the Maryland Code and § 6-113 of the Education Law Article of the Maryland Code. Violation of any part of this subsection 6.2 may result in termination for default.

Employees Having Direct Contact with Students. Any and all current and future employees of Contractor who have direct contact with students must have a criminal background check and fingerprinting conducted by City Schools or its designee before beginning work in any City Schools' building or building site. Previous background checks will not be accepted. The fee for the background check shall be paid by Contractor by check or money order at the time the fingerprinting is performed. No employee can begin work in or on any City Schools' building or building site until results have been received. Violation of this provision may result in termination for default. Maryland law prohibits the employment of individuals or the assignment of contractors to City Schools' projects who have committed crimes listed under § 14-101 of the Criminal Law Article of the Maryland Code.

Employees Not Having Direct Contact With Students. Employees of Contractor who will be placed in any City Schools' building or building site, but will not have direct contact with students, must have on record a Criminal Justice Information Service (CJIS) and National Crime Information Center (NCIC) background check. Copies of the background checks must be forwarded to City Schools' Contract Representative before services can commence. Every two years Contractor shall submit copies of background checks to City Schools' Contract Representative. Should any employee be flagged during the term of this Agreement, Contractor shall contact City Schools' Contract Representative within twenty-four (24) hours of notification. Maryland law prohibits the employment of individuals or the assignment of contractors to City Schools' projects who have committed crimes listed under § 14-101 of the Criminal Law Article of the Maryland Code.

Employment of Sex Offenders. Contractor shall at all times be compliant with § 11-722 of the Criminal Procedure Article of the Maryland Code that states that a person who enters a contract with a County Board of Education (including the School Board and City Schools) or a nonpublic school may not knowingly employ an individual to work at a school if the individual is a registered sex offender. If a registered sex offender is employed by Contractor, Contractor is prohibited from assigning that employee to perform management, delivery, installation, repair, construction, or any other type of services on any City Schools' property.

Additional Prohibitions. Neither Contractor nor any subcontractor of Contractor may knowingly assign an employee to work on school premises with direct, unsupervised, and uncontrolled access to children, if the employee has been convicted of a crime involving:

An offense under § 3-307 (Sexual Offense in the Third Degree) or § 3-308 (Sexual Offense in the Fourth Degree) of the Criminal Law Article of the Maryland Code, or an offense under the laws of another state that would constitute a violation of § 3-307 or § 3-308 of the Criminal Law Article if committed in Maryland;

Child sexual abuse under § 3-602 of the Criminal Law Article, or an offense under the laws of another state that would constitute child sexual abuse under § 3-602 of the Criminal Law Article if committed in Maryland; or A crime of violence as defined in § 14-101 of the Criminal Law Article, or an offense under the laws of another state that would be a violation of § 14-101 of the Criminal Law Article if committed in Maryland.

Subcontractors.

Except as specified in Contractor's Proposal, Contractor shall not subcontract any of the work to be performed under this Agreement without the prior written approval of MSA. All work subcontracted for under this Agreement shall be based upon a written agreement between Contractor and subcontractor incorporating the provisions of this Agreement, unless expressly waived by the Contract Representative.

Contractor shall comply with all applicable laws, regulations, and policies and procedures of MSA in the procurement of all subcontractors. The approval of a subcontract by MSA shall not operate as a waiver of this requirement or an acknowledgement that it has been satisfied.

MSA's Contract Representative, in his or her sole discretion, may require Contractor to replace a subcontractor for sufficient cause. Such cause may include, but is not necessarily limited to: deficient performance, lack of responsiveness, illegal or immoral acts, negligence, incompetence, or inefficiency. Should replacement of a subcontractor be required, Contractor shall submit a replacement to MSA's Contract Representative for approval. MSA's Contract Representative shall have the right to interview any proposed replacement subcontractor before rendering a decision.

Prompt Payment Policy.

If Contractor withholds payment of an undisputed amount to its subcontractor, MSA, at its option and in its sole discretion, may take one or more of the following actions:

0. Not process further payments to Contractor until payment to the subcontractor is verified;

0. Suspend all or some of the contract work without affecting the completion date(s) for the contract work;

0. Pay or cause payment of the undisputed amount to the subcontractor from monies otherwise due or that may become due to Contractor;

0. Place a payment for an undisputed amount in an interest-bearing escrow account; or

0. Take other or further actions as appropriate to resolve the withheld payment.

An "undisputed amount" means an amount owed by Contractor to a subcontractor for which there is no good faith dispute, including any retainage withheld, and includes an amount withheld because of issues arising out of an agreement or occurrence unrelated to this Agreement.

An act, failure to act, or decision of MSA's Procurement Officer, MSA's Contract Representative, or any other representative of MSA concerning a withheld payment between Contractor and a subcontractor under this provision may not:

0. Affect the rights of the Parties under any other provision of law;

0. Be used as evidence on the merits of a dispute between MSA and Contractor in any other proceeding; or

0. Result in liability against or prejudice the rights of MSA.

The remedies enumerated above are in addition to those provided in Section 6 of this Agreement.

Acts of Agents, Employees, and Subcontractors. Contractor shall be responsible to MSA for any and all acts and omissions of Contractor, its agents, employees, and subcontractors.

Insurance During the term of this Contract, including any renewals, Contractor shall obtain, maintain, and provide satisfactory evidence of insurance coverage as set forth in the IFB/RFP.

General Requirements for Insurance.

The amounts of insurance coverage specified herein shall be the minimum amounts of insurance available to satisfy claims. Contractor shall purchase and maintain such insurance with at least the greatest of the minimum limits of liability (i) as specified herein, (ii) as otherwise specified by the Procurement Officer with respect to the Project, or (iii) as required by law.

Required insurance shall be purchased from and maintained with a company or companies lawfully authorized to do business in the State of Maryland. Insurance companies providing coverage as required herein shall have an AM Best rating of A-VII or better.

Contractor shall be responsible for the maintenance of the insurance required hereunder, regardless of whether the work is performed directly by Contractor, by any subcontractor, by any person employed by Contractor or any subcontractor, or by anyone for whose acts Contractor may be liable.

All deductibles on any policy of insurance to be purchased by Contractor hereunder shall be borne by Contractor out of Contractor's own funds.

No acceptance and/or approval of any insurance by MSA shall be construed as relieving Contractor, or the surety or bond, if any, from any liability or obligation imposed upon any of them by the Contract.

No insurance policy is acceptable if it allows the costs associated with investigating, managing, or defending against any claim or any other costs incurred by the insured or the insurer to be deducted from the policy limits.

Except for Part A of the Workers' Compensation insurance policy (and any Professional Liability insurance policies, if applicable), all required insurance policies shall name MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System as Additional Insureds.

Each insurance policy required hereunder shall provide that it may not be canceled or substantially modified without thirty (30) days prior written notice to MSA, City Schools, and the City.

Each insurance policy shall be primary and noncontributory with respect to any insurance (or self-insurance) carried independently by any of the Indemnitees (as defined in Section 9 of this Agreement).

Except as otherwise specified below with respect to a "claims made" policy:

0. The insurance policies shall provide coverage from and after either the date of this Agreement or the date on which Contractor began to provide services in relation to the Project, whichever is earlier; and

0. Contractor shall keep and maintain the insurance policies in effect at least until either the date of final payment to Contractor or the date of Final Completion of the Project, whichever is later.

MSA strongly prefers that all liability insurance policies (whether for professional liability, commercial general liability, business automobile liability, excess and/or umbrella liability, employer liability, or otherwise) be written on an "occurrence basis." However, if any liability insurance policy is on a "claims made" basis:

0. The insurance must have a retroactive date listed as prior to either the date of this Agreement or the date on which Contractor began to provide services in relation to the Project, whichever is earlier;

0. The insurance must be maintained for a period of no less than ten (10) years after either the date of final payment to Contractor or the date of Final Completion of the Project, whichever is later; and

0. If the policy is scheduled to be cancelled, not renewed, or not replaced prior to the expiration of such ten (10) year period, then prior to such cancellation, nonrenewal, or non-replacement, Contractor must purchase an Extended Reporting Coverage (Tail) to cover the exposures past the cancellation, termination, or expiration date, as applicable.

Required Insurance Policies.

Commercial General Liability Insurance. Contractor shall obtain and maintain a Commercial General Liability ("CGL") insurance policy covering general liability claims (including, but not limited to, claims for bodily injury and property damage, including loss of use) arising from the operations of Contractor and its subcontractors and suppliers. Such CGL insurance policy shall satisfy the requirements set forth in Section 8.1 and the following requirements:

0. CGL insurance is to be provided through the use of ISO Coverage Form CG-00-01-1001 or its equivalent.

0. Minimum coverage limits of:

$1,000,000 as a per occurrence limit;

$2,000,000 as a general aggregate limit (applied separately to claims arising from the Contractor's performance under the Contract); and $2,000,000 as a products/completed operations limit.

0. MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System as Additional Insureds by additional insured endorsements ISO CG-20-10 and CG-20-37 or their equivalents. As Additional Insureds, MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System shall have coverage for liability arising out of Contractor's ongoing and completed operations performed for either or both of MSA and City Schools.

0. The CGL insurance policy shall include waivers of subrogation in favor of MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System.

0. The CGL insurance policy shall be primary and noncontributory with respect to the coverage afforded to MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System. The CGL insurance policy shall include an amendatory rider or endorsement providing that with respect to MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System, there shall be severability of interest thereunder for all coverages provided thereby. The following language shall be specifically included as an endorsement to the CGL insurance policy:

"The coverage afforded to the additional insured under this policy shall be primary insurance. The amount of the Company's liability under this policy shall not be reduced by the existence of any other insurance. It is further agreed that the coverage afforded to the additional insured shall not apply to the sole negligence of the additional insured."

0. The CGL insurance policy shall not contain any exclusion for:

0. third-party action-over claims; or

0. punitive damages.

0. The CGL insurance policy shall include Blanket Written Contractual Liability covering all contractual liabilities and indemnities assumed by Contractor pursuant to the Contract, including the indemnity set forth in Section 9 below.

0. The CGL insurance policy shall also include the following extensions:

0. The general aggregate limit shall apply to the Contract;

Premises/Operations;

Actions of Independent Subcontractors;

Products/Completed Operations to be maintained for at least two (2) years after the expiration or termination of this Agreement;

Personal injury liability including coverage for offenses related to employment and for offenses assumed under the Contract (including deletion of any standard employment and/or contractual exclusions if contained in the personal injury coverage section); and If the Project encroaches within fifty (50) feet of the centerline of a railroad, the CGL insurance policy shall include ISO Endorsement CG-24-17 or its equivalent prior to Contractor beginning any work on the Project.

Automobile Liability Insurance. Contractor shall obtain and maintain a Business Automobile Liability ("BAL") insurance policy covering third party legal liability claims arising from bodily injury and/or damage to property of others resulting from the ownership, maintenance, or use (whether on-site or off-site) of any motor vehicle (whether owned, hired, or not owned). The BAL insurance policy shall also include coverage against uninsured motorists and automobile contractual liability. The BAL insurance shall satisfy the requirements set forth in Section 8.1 and the following requirements:

0. The BAL insurance policy shall have a minimum $1,000,000 combined single limit on coverage.

0. The BAL insurance policy shall include waivers of subrogation in favor of MSA, the State, the School Board and City Schools, and the City.

0. The BAL insurance policy shall name MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System as additional insureds.

0. The BAL insurance policy shall be primary and noncontributory with respect to any insurance (or self-insurance) carried independently by MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System. The BAL insurance policy shall include an amendatory rider or endorsement providing that with respect to MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System, there shall be severability of interest thereunder for all coverages provided thereby.

0. If the Project encroaches within fifty (50) feet of the centerline of a railroad, the BAL insurance policy shall include ISO Endorsement CA-20-70 or its equivalent prior to Contractor beginning any work on the Project.

Workers Compensation and Employers Liability. Contractor shall obtain and maintain a Workers Compensation and Employers Liability ("WC/EL") insurance coverage for claims arising from Workers Compensation statutes and from employer's liability or other third-party legal liability claims arising from bodily injury, disease, or death of Contractor's employees. Such insurance shall satisfy the requirements set forth in Section 8.1 and the following requirements:

0. Contractor shall provide Workers Compensation coverage for all its employees, and require that the Trade Contractors and all other subcontractors provide Workers Compensation coverage for all their employees, in accordance with the statutory requirements of the jurisdiction in which the work is being performed.

0. The policy shall provide for both Workers Compensation coverage ("Part A") and Employers Liability coverage ("Part B").

0. The minimum limits of coverage for Part A (Workers Compensation) shall be in accordance with the statutory requirements of the jurisdiction in which the work is being performed.

0. The minimum limits of coverage for Part B (Employer's Liability) shall be:

$500,000 for each accident;

$500,000 for each employee; and a $500,000 aggregate policy limit for disease.

Excess Liability / Umbrella Liability. Contractor shall obtain and maintain an Excess Liability or Umbrella Liability ("EL/UL") insurance policy covering third party legal liability claims against Contractor that exceed the per occurrence or general aggregate limits of the CGL insurance policy, the BAL insurance policy, and Part B (Employer's Liability) of the WC/EL insurance policy. Such excess/umbrella insurance shall satisfy the requirements set forth in Section 8.1 and the following requirements:

0. Unless otherwise specified by the Procurement Officer, the required minimum coverage limit of the EL/UL insurance policy shall be $2,000,000 per occurrence.

0. MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System shall be named as Additional Insureds with respect to such EL/UL insurance policy.

0. The EL/UL insurance policy shall include waivers of subrogation in favor of MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System.

0. The EL/UL insurance policy shall be primary and noncontributory with respect to the coverage afforded to MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System. The EL/UL insurance policy shall include an amendatory rider or endorsement providing that with respect to MSA, the State of Maryland, the Mayor and City Council of Baltimore, Baltimore City, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System, there shall be severability of interest thereunder for all coverages provided thereby.

Certificates of Insurance. Contractor shall submit valid certificates in form and substance satisfactory to MSA evidencing the effectiveness of the foregoing insurance policies along with original copies of the policies and the amendatory riders to any such policies to MSA for MSA's approval before Contractor commences the rendition of any services hereunder. Contractor shall deliver to MSA certificates evidencing all insurance policies specified in this article at least once each year during the duration of this Agreement.

Property Insurance Loss Adjustment.

Except as may be required under the Program Act, the MOU, or by the bonds financing the Project, any insured loss shall be adjusted with MSA and Contractor and made payable to MSA and Contractor as trustees for the insureds, as their interests may appear, subject to any applicable mortgagee clause.

Upon the occurrence of an insured loss, monies received will be deposited in a separate account and the trustees shall make distribution in accordance with the agreement of the parties in interest.

Waiver of Subrogation.

Contractor waives all rights against MSA, the State of Maryland, the Mayor and City Council of Baltimore, the City of Baltimore, the Baltimore City Board of School Commissioners and the Baltimore City Public Schools System for damages caused by perils covered by insurance required under the Contract. Contractor shall require similar waivers from all subcontractors.

MSA and Contractor waive all rights against each other for loss or damage to any equipment used in connection with the Project and covered by any insurance. Contractor shall require similar waivers from all subcontractors.

If the policies of insurance referred to in this article require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies shall cause them to be so endorsed.

Indemnification Contractor shall indemnify, defend, and hold harmless MSA, the State, Baltimore Orioles Limited Partnership, and Baltimore Ravens Limited Partnershipthe City, the School Board, and City Schools, and their respective employees, officers and agents (collectively, the "Indemnitees") from and against all liabilities, obligations, damages, losses, fines, penalties, claims, demands, costs, charges, judgments and expenses (including, without limitation, reasonable attorney's fees and disbursements) whatsoever, which may be imposed or incurred or paid by, or asserted against the Indemnities to the extent caused or alleged to be caused by the failure of Contractor to perform the work in accordance with the standard of care set forth in subsection 1.5 hereof.

Changes Changes Authorized. MSA may, without invalidating the Agreement, and without notice to or approval of any surety, order changes in the work required under the Agreement, including additions, deletions or modifications. Any such change must be conveyed by MSA to Contractor via a written change directive.

Executed Change Directive Required. Changes to the Agreement may be made only by a written change directive executed by MSA.

Prompt Notice. If Contractor encounters a situation which Contractor believes to be a change to this Agreement, Contractor shall provide MSA prompt written notice of such event and the possible impact such event could have on cost and schedule. All such notices shall be given promptly, considering the then applicable situations, but in no event more than five (5) calendar days after determining that it believed that there is a change to the Agreement. Contractor acknowledges that the failure to provide such notice in a timely manner could limit or eliminate MSA's ability to mitigate such events, and thus, Contractor may not be entitled to an adjustment in the event it fails to provide prompt notice. Contractor shall include provisions similar to this provision in all of its subcontracts.

Failure to Agree. If Contractor claims entitlement to a change in the Agreement, and MSA does not agree that any action or event has occurred to justify any change in time or compensation, or if the Parties fail to agree upon the appropriate amount of the adjustment in time or compensation, MSA will unilaterally make such changes, if any, to the Agreement, as it determines are appropriate pursuant to the Agreement. Contractor shall proceed with the work and MSA's directives, without interruption or delay, and may make a claim as provided in Section 10 of this Agreement. Failure to proceed due to a dispute over a change request shall constitute a material breach of the Agreement and entitle MSA to all available remedies for such breach, including, without limitation, termination for default.

Disputes Informal Resolution. It is the mutual desire of the Parties to resolve any disputes arising under, or otherwise related to, this Agreement in an informal manner and by consensus. Toward this end, should any such dispute arise, the Parties shall use their best efforts to resolve the dispute without the need for formal litigation or process of any kind. In the event that any such dispute cannot be resolved by the Parties' field representatives, the parties shall arrange for representatives of their senior management to meet and, if possible, discuss the issue. If this process cannot resolve the problem, then either party may initiate arbitration in accordance with Section 10.2 of this Agreement. If resolution is not reached in such manner, Contractor shall make a claim in accordance with this Section.

Formal Dispute Resolution Procedure.

Notice of Claim. If Contractor wishes to assert a claim over a contract dispute, Contractor shall provide written notice of the claim to MSA, pursuant to procedures for dispute resolution in MSA's Procurement Policies.

Contents of Notice of Claim. The notice of claim shall state the nature of the claim, the events or circumstances giving rise to the claim, the type of relief requested, and the amount of time or additional compensation, or other damages sought. If the amount of time, compensation, or other damages sought is not reasonably ascertainable at the time such notice is provided, Contractor shall so state, explain why, and provide whatever estimates it can reasonably provide. The notice shall state clearly that Contractor intends to assert a claim against MSA.

Appeal Procedures. All claims arising under or in connection with the Agreement or its breach, or relating to this engagement, whether framed in contract, tort or otherwise, and which are not resolved via the dispute resolution process provided in MSA's Procurement Policies may be resolved by filing an appeal in accordance with MSA's Procurement Policies and applicable statutes. However, if a third party brings any claim against MSA, including, without limitation, claims of infringement of patents, copyrights or other intellectual property rights, MSA may bring an action for defense or indemnification against Contractor in the court in which such claim is being litigated.

Termination Termination for Default. MSA may terminate this Agreement for default if Contractor fails materially to perform any of its duties or obligations under this Agreement and such failure continues for a period of at least seven (7) days after receiving written notice of such failure from MSA.

Termination for Convenience. MSA may, upon seven (7) days written notice to Contractor, terminate this Agreement in whole or specified part, for its convenience, whether Contractor is in breach of this Agreement or not. In the event that MSA exercises its right to terminate this Agreement for convenience, Contractor shall not be entitled to recover for lost profits on the unperformed aspect of the work. The notice of termination shall state the effective date of termination, the extent of the termination, and any specific instructions. In such event, Contractor shall promptly submit all documents and computer files it has prepared relating to this engagement. Contractor shall submit a proposal for settlement of all amounts due as a result of the termination for convenience.

Ethics Financial Disclosure. Contractor shall comply with Section 1314-221 103.1 of the State Finance and ProcurementElection Law Article of the Annotated Code of Maryland, which requires that every business person that enters into awarded a contract (as defined in Elec. Law § 14-101) s, leases, or other agreements by a governmental entity (as defined in Elec. Law § 14-101) with the State that causes the person to be doing public business (as defined in Elec. Law § 14-101) or its agencies and received in the aggregate $100,000 or more during a calendar year shall, within thirty fifteen (3015) business days of award, the time when the $100,000 amount is reached, file with the Secretary of State Board of Elections a list registration statement that contains (i) the person’sthe name and address, (ii) of: (i) any resident agent of the business located in the State; (ii) each officer of the business; and (iii) if known, each person who has beneficial ownership of the business entity, and (iv) any other information required by the State Board of Elections. A person doing public business shall update the information on beneficial ownership included in the registration statement in accordance with regulations adopted by the State Board of Elections.

Campaign Finance Disclosure. Contractor shall comply with Section 14-104 Subtitle 1 of Title 14 of the Election Law Article of the Annotated Code of Maryland and all regulations promulgated by the State Board of Elections pursuant thereto, which provisions requires that every person doing public business (as defined in Elec. Law § 14-101) that enters into contracts, leases, or other agreements with the State, a county, or an incorporated municipality, or their agencies, during a calendar year in which the person receives the specified aggregate amount or more, shall file with the State Board of Elections statements disclosing certain contributions at specified times.

Hiring Prohibition. 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 Agreement, shall during the pendency and term of this Agreement and while serving as an official or employee of the State become or be an employee of Contractor or any entity that is a subcontractor on this Agreement.

Prohibition of Gratuities and Benefits.

No employee, officer, member, or representative of MSA, the State of Maryland, Baltimore Orioles Limited Partnership, Baltimore Ravens Limited Partnership the City, or City Schools shall in any way personally share in any proceeds or benefit from this Agreement.

If it is found by MSA that gratuities (in the form of entertainment, gifts, payment, offers of employment or otherwise) were offered or given by Contractor to any official, employee or agent of MSA, the State of Maryland, Baltimore Orioles Limited Partnership or Baltimore Ravens Limited Partnership the City, or City Schools wwith a view toward securing the Agreement or any other contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performance of the Agreement, MSA may, by written notice to Contractor, terminate the right of Contractor to proceed under the Agreement and may pursue such other rights and remedies provided by law and under the Agreement.

If this Agreement is terminated as provided in this subsection, MSA shall be entitled to pursue all available legal remedies to which it may be entitled by law, which may include, but not be limited to,…