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Approved by the Law Dept. (October 2022)

CONTRACTOR AGREEMENT

BY AND BETWEEN

MAYOR AND CITY COUNCIL OF BALTIMORE

AND

ENTITY NAME

THIS CONTRACTOR AGREEMENT (this “Agreement”) is entered into this ______

day of ______________, 2023, by and between the MAYOR AND CITY COUNCIL OF

BALTIMORE, a municipal corporation of the State of Maryland, acting by and through the

Baltimore City Health Department (the “City”) and ENTITY NAME (the “Contractor”).

RECITALS

WHEREAS, the City wishes to engage the services of the Contractor and the Contractor

has agreed to provide the services described herein; and

NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants, and agreements set forth below, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties

hereto agree as follows:

1. PURPOSE:

1.1. The purpose of this Agreement is for the Contractor to

__________________________________________________________ (“Project”).

2. SCOPE OF SERVICES:

2.1. The Contractor shall provide services as described in the scope of services which is

attached hereto at Exhibit A and made part of this Agreement.

3. PROFESSIONAL RESPONSIBILITY:

3.1. The Contractor shall exercise independent professional judgment and shall assume

professional responsibility for all services provided hereunder.

3.2. The Contractor warrants that the Contractor is authorized by law to engage in the

performance of the services of this Agreement. The Contractor warrants that the

Contractor has secured all required licenses and certifications to provide services under

this Agreement.

4. TERM:

4.1. The term (“Term”) of this Agreement will commence on _____________ and end on

________________, unless otherwised terminated earlier pursuant to the terms of this

Agreement.

5. COMPENSATION:

5.1. Reimbursement.

5.1.1. The Contractor shall provide the services agreed to in this Agreement as identified

in Exhibit A for a total cost (including fees and expenses) not to exceed

______________Dollars ($_____________). The Contractor shall be reimbursed

according to the budget in Exhibit A, attached hereto and incorporated herein. The

Contractor agrees that all expenditures are to be made in accordance with the terms

and conditions of the funding source identified in Exhibit B, attached hereto and

incorporated herein.

5.1.2. Payment in excess of the amount set forth above will not be made unless there is a

mutually agreed upon change in the scope of services which requires an increase in

the total Project cost. Such an increase in the total Project cost will only occur

through a written amendment to this Agreement, which is approved by the parties.

5.2. Payment.

5.2.1. The Contractor shall submit invoices monthly to the City for work performed under

this Agreement. Each invoice shall show the services performed and expenses, if

any, related to work performed up until the time of invoice submission. Expenses

shall include transportation (train, air, taxi, mileage, tolls, and parking), lodging,

meals, reproduction costs, and miscellaneous expenses to the extent allowable by

the City according to the requirements of its Administrative Manual. Invoices will

be structured in a format that is approved by the City.

5.2.2. City shall make its best efforts to pay the Contractor for approved invoices within

thirty (30) days of receipt of the invoices for work satisfactorily performed by the

Contractor. Under no circumstances shall the City be required to pay any interest

or additional charges of any kind whatsoever.

6. INSURANCE:

6.1. The Contractor shall procure and maintain the following specified insurance coverage

during the entire life of this Agreement, including extensions thereof.

6.1.1. Professional Liability, Errors, and Omissions Insurance, at a limit of not less than

Three Million Dollars ($3,000,000) per occurrence in the event that service

delivered pursuant to this Agreement, either directly or indirectly, involves

professional services. If coverage is purchased on a “claims made” basis, the

Contractor warrants continuation of coverage, either through policy renewals or

the purchase of an extended discovery period from the date of contract

termination, and/or conversion from a “claims made” form to an “occurrence”

coverage form. Additionally, a three (3) year extended reporting period is

required for those policies written on a “Claim’s Made Basis”. Said policy shall

be required in the event the services performed, pursuant to this Agreement, either

directly or indirectly, involve or require professional services.

6.1.2. Technology Liability, Errors, and Omissions Insurance – not applicable.

6.1.3. Cyber Liability Insurance including but not limited to Network Privacy,

Technology, Security, Web-Media Services, Breach Containment, Technology

Extortion, and Data Restoration, at a limit of not less than One Million Dollars

($1,000,000) per occurrence with an aggregate limit of One Million Dollars

($1,000,000) is required. If coverage is purchased on a “claims made” basis, the

Contractor warrants continuation of coverage, either through policy renewals or the

purchase of an extended discovery period from the date of contract termination,

and/or conversion from a “claims made” form to an “occurrence” coverage form.

Additionally, a three (3) year extended reporting period is required for those

policies written on a “Claim’s Made Basis”. Said policy shall be required in the

event the services performed, pursuant to this Agreement, either directly or

indirectly, involve or require technology related services.

6.1.4. Workers’ Compensation coverage as required by the State of Maryland or other

applicable State’s law.

6.1.5. Commercial General Liability Insurance, at a limit of not less than One Million

Dollars ($1,000,000) per occurrence for claims arising out of bodily injuries or

death, and property damages, including products and completed operations

coverage. For those policies with aggregate limits, a minimum limit of One Million

Dollars ($1,000,000) is required. Such insurance shall include contractual liability

insurance.

6.1.6. Business Automobile Liability at limits of not less than One Million Dollars

($1,000,000) per occurrence for claims arising out of bodily injuries or death, and

property damages. The insurance shall apply to any owned, non-owned, leased or

hired automobiles used in the performance of this Agreement.

6.2. The Contractor’s insurance shall apply separately to each insured against whom claim

is made and/or lawsuit is brought, except with respect to the limits of the insurer’s

liability.

6.3. To the extent of the Contractor’s negligence, the Contractor’s insurance coverage shall

be primary insurance as respects the City, its elected/appointed officials, employees,

and agents. Any insurance and/or self-insurance maintained by the City, its

elected/appointed officials, employees, or agents shall not contribute with the

Contractor’s insurance or benefit the Contractor in any way.

6.4. Required insurance coverage shall not be suspended, voided, canceled, or reduced in

coverage or in limits, except by the reduction of the applicable aggregate limit by

claims paid, until after forty-five (45) days prior written notice has been given to the

City. There will be an exception for non-payment of premium, which is ten (10) days’

notice of cancellation.

6.5. Unless otherwise approved by the City, insurance is to be placed with insurers with a

Best’s rating of no less than A:VII, or, if not rated with Best’s, with minimum surpluses

the equivalent of Best’s surplus size VII and said insurers must be licensed/approved

to do business in the State of Maryland.

6.6. The Mayor and City Council of Baltimore, its elected/appointed officials, employees,

and agents shall be covered, by endorsement, as additional insured as respects to

liability arising out of activities performed by or on behalf of the Contractor in

connection with this Agreement.

6.7. The Contractor shall furnish to the City a “Certificate of Insurance”, with a copy of the

additional insured endorsement as verification that coverage is in force. The City

reserves the right to require complete copies of insurance policies at any time.

6.8. Failure to obtain insurance coverage as required or failure to furnish Certificate(s) of

Insurance or complete copies as required shall be a default by the Contractor under this

Agreement.

6.9. Notwithstanding anything to the contrary in any applicable insurance policy, the

Contractor expressly warrants, attests and certifies that there are no carve outs or

exclusions to the policy coverage and limitations stated herein, except as required by

law.

7. INDEMNIFICATION:

7.1. The Contractor shall indemnify, defend and hold harmless the City, its

elected/appointed officials, employees, and agents from any and all claims, demands,

liabilities, losses, damages, fines, fees, penalties, costs, expenses, suits, and actions,

including attorneys’ fees and court costs, connected therewith, brought against the City,

its elected/appointed officials, employees, and agents, arising as a result of: (a) breach

of the Contractor's representations, warranties, covenants, or agreements under this

Agreement; (b) the Contractor’s violation or breach of any federal, state, local, or

common law, regulation, law, rule, ordinance, or code, whether presently known or

unknown; (c) breach of the Contractor’s confidential obligations, including data

security and privacy obligations; (d) any claim that the intellectual property provided

by the Contractor within the scope of this Agreement infringes any patent, copyright,

trademark, license or other intellectual property right; and (e) any direct or indirect,

willful, negligent, tortious, intentional, or reckless action, error, or omission of the

Contractor, its officers, directors, employees, agents, or volunteers in connection with

the performance of this Agreement, whether such claims are based upon contract,

warranty, tort, strict liability or otherwise. This requirement shall be included in all

subcontractor or subconsultant agreements.

7.2. The City shall have the right to control the defense of all such claims, lawsuits, and

other proceedings. In no event shall the Contractor settle any such claim, lawsuit or

proceeding without City’s prior written approval. In the event of any liability claim

against the Contractor, its officers, directors, employees, agents, or volunteers, the

Contractor shall not seek to join the City, its elected/appointed officials, employees, or

agents in such action or hold such responsible in any way for legal protection of the

Contractor.

7.3. The obligations of this Section shall survive the expiration or earlier termination of this

Agreement.

8. TERMINATION:

8.1. Termination for Cause. If the Contractor shall fail to fulfill in a timely and proper

manner its obligations under this Agreement, or if the Contractor shall violate any of

the representations, warranties, covenants, terms or stipulations of this Agreement, the

City shall thereupon have the right to terminate this Agreement, provided the

Contractor has failed to cure such violation within ten (10) days after receiving written

notification from the City. The Contractor will receive compensation for actual

services performed and actual expenses incurred for any approved invoices related to

work completed prior to such termination pursuant to the terms of this Agreement.

Notwithstanding the above, the Contractor shall not be relieved of liability to City for

damages sustained by the City by virtue of any breach of this Agreement.

8.2. Termination for Convenience. The City shall have the right to terminate this

Agreement at any time during the Term of this Agreement, for any reason, including

without limitation, its own convenience, upon thirty (30) days prior written notice to

the Contractor. If this Agreement is so terminated and the Contractor shall not have

been in default, the Contractor will be compensated for all work accomplished, but not

yet paid for, in accordance with the provisions of this Agreement. The Contractor will

not receive any further payments under this Agreement.

8.3. Appropriations. The payment of invoices and any amounts due the Contractor under

this Agreement is contingent upon the proper appropriation of funds by the Baltimore

City Council in accordance with the Baltimore City Charter and Code. If funds are not

appropriated for payment under this Agreement, the City may terminate this Agreement

without the assessment of any charges, fees or financial penalties against the City by

providing written notice of intent to terminate to the Contractor. The Contractor shall

not begin any additional work or services related to this Agreement upon receipt of

notification of intent to terminate by the City.

9. RETENTION OF RECORDS:

9.1. The Contractor shall retain and maintain all records and documents relating to this

Agreement for a minimum of three (3) years from the date of final payment under this

Agreement or pursuant to any applicable statute of limitations, whichever is longer,

except in cases where unresolved audit questions require retention for a longer period

as determined by the City. The Contractor shall make such records and documents

available for inspection and audit at any time to authorized representatives of the City,

and if applicable to state and/or federal government authorized representatives. If the

Contractor should cease to exist, custody of all records related to this Agreement will

be transferred to the City.

10. AUDITS:

10.1. At any time during business hours and as often as the City may deem necessary, there

shall be made available to the City for examination, the Contractor’s records with

respect to matters covered by this Agreement. The Contractor shall permit the City to

audit, examine, and make excerpts or transcripts from such records, and to make

audits of all contracts, invoices, materials, records of personnel, conditions of

employment and other data relating to matters covered by this Agreement.

11. INFRINGEMENT PROTECTIONS:

11.1. The Contractor represents and warrants to the City that any concepts, idea, studies,

models, presentations, graphics, images, maps, guides, photos, printed materials,

reports, brochures, operating manuals, designs, data, electronic files, software,

processes, plans, procedures and other materials prepared or used by the Contractor in

performance of services under this Agreement (the “Property”) do not infringe or

otherwise violate any intellectual property right of others, including patent, copyright,

trademark, or trade secret.

11.2. The Contractor agrees to defend at its expense any action brought against the City to

the extent based on a claim that the Property violates an intellectual property right. The

Contractor will pay any costs and damages finally awarded against the City in such

action that are attributable to such claim, provided that the City promptly notifies the

Contractor in writing of the claim (provided, however, that the failure to so notify shall

not relieve the Contractor of its indemnification obligations), allows the Contractor to

control the defense, provides the Contractor with the information and assistance

necessary for the defense and/or settlement of the claim, and does not agree to any

settlement without the Contractor’s prior written consent. In no event shall the

Contractor agree to any settlements related to this Agreement without first receiving

the City’s written consent.

11.3. Should the Property become, or in the Contractor’s opinion be likely to become, the

subject of any intellectual property claim, the City may at its sole option direct the

Contractor to (i) procure for the City the right to continue using the Property, (ii) replace

or modify the Property so as to make it non-violating, or, if (i) and (ii) are not

commercially reasonable, (iii) terminate this Agreement and the City shall be entitled

an equitable adjustment in accordance with the Agreement.

12. WORK FOR HIRE:

12.1. To the extent any graphics, images, maps, guides, photos, printed materials, brochures,

operating manuals, designs, data, processes, plans, procedures and information

prepared by the Contractor in performance of services under this Agreement include

material subject to copyright protection, such materials have been specifically

commissioned by the City and they shall be deemed “work for hire” as such term is

defined under U.S. copyright law. The Contractor shall secure a “work for hire”

agreement on behalf of the City for any subcontractor who provides materials for this

Agreement.

12.2. To the extent any of the materials may not, by operation of law, be a work made for

hire in accordance with the terms of this Agreement, the Contractor hereby assigns to

the City all right, title, and interest in and to any intellectual property, and the City shall

have the right to obtain and hold in its own name any copyrights, registrations, and

other proprietary rights which may be available.

12.3. In the event this Section is not applicable, the Contractor agrees to grant the City a

perpetual enterprise license to the materials produced, prepared, generated, or created

in accordance with this Agreement.

13. CONFIDENTIALITY:

13.1. The Contractor agrees that any confidential information received from the City or its

personnel in the furtherance of this Agreement shall remain strictly confidential and

shall not be made available to any individual or organization without the prior written

approval of City or pursuant to applicable federal, state, or local laws. The provisions

of this Section shall remain binding upon the Contractor after the expiration or earlier

termination of this Agreement.

13.2. The Contractor shall comply with all applicable federal and state confidentiality

requirements regarding personal information, including Md. Code Ann. State Gov.

§10-1301 et seq.

13.3. The Contractor shall implement and maintain reasonable security procedures and

practices that are appropriate to the nature of the personal information disclosed to the

Contractor by the City or other government agencies and which are reasonably

designed to help protect the personal information from unauthorized access, use,

modification, disclosure, or destruction.

13.4. If the Contractor becomes aware of any unauthorized access to, disclosure of, use of,

or damage to the confidential information, the Contractor shall within forty-eight (48)

hours notify the City of all facts known to it concerning such unauthorized access,

disclosure, use, or damage. Additionally, the Contractor shall use diligent efforts to

remedy such breach of security or unauthorized access that is caused by or attributed

to the Contractor or its officers, directors, employees, subcontractors, agents, or

volunteers in a timely manner, be responsible for any remedial measures required by

statute, assist and cooperate with the City in any litigation against third parties that the

City undertakes to protect the security and integrity of the confidential information, and

deliver to the City, if requested, the root cause assessment and future incident

mitigation plan with regard to any such breach of security or unauthorized access. The

Contractor shall comply with all applicable U.S. and international laws governing or

relating to privacy, data security and the handling of data security breaches.

13.5. The Contractor shall comply with all applicable federal and state confidentiality

requirements regarding the collection, maintenance, use and disclosure of health

information. This includes, where appropriate, (1) the Health Insurance Portability and

Accountability (HIPAA) Act of 1996 (42 U.S.C. § 1320d et seq. and implementing

regulations at 45 CFR parts 160 and 164) as amended, (2) the Confidentiality of

Alcohol and Drug Abuse Patient Records (42 U.S.C. 290dd-2, as implemented at 42

C.F.R. part 2) as amended; and (3) the Maryland Confidentiality of Medical Records

Act (Md. Code Ann. Health-General § 4-301 et seq.) as amended.

13.6. If applicable, the parties have executed the attached Business Associate Agreement

intending the effective date thereof to be the Effective Date of this Agreement, attached

hereto as Exhibit C and incorporated herein. Additionally, the Business Associate

Agreement is hereby incorporated into this Agreement for the purpose of protecting the

personal health information pursuant to this Agreement in compliance with federal,

state, and/or local laws, codes, and regulations, now in effect and hereafter adopted.

13.7. As applies to Baltimore Infants and Toddlers Program records and School Health Suite

records, the Contractor shall comply with all applicable federal and state confidentiality

requirements regarding the collection, maintenance, use and disclosure of information

from education records in accordance with the Family Educational Rights and Privacy

Act (20 U.S.C. §1232g and 34 CFR Part 99) and policies on School Health Suite

records of the Baltimore City School Board available through the Baltimore City Public

Schools Family Handbook and Directory available through the website

http://www.baltimoreCityschools.org/ or the Baltimore City Public Schools Office of

Legal Counsel 410-984-2000.

14. PUBLICATION:

14.1. Prior to any advertising, publicity, or promotional materials initiated by the Contractor

relating to the services under this Agreement, the Contractor shall obtain prior written

approval regarding such promotional materials from the City before such materials can

be released. Materials shall be presented to the City for prior written approval and shall

be returned to the Contractor in a timely manner. The provisions of this Section shall

survive the expiration or earlier termination of this Agreement.

15. MODIFICATIONS AND AMENDMENTS:

15.1. Any and all modifications, alterations, or amendments to the provisions of this

Agreement must be by means of a written amendment that refers to and incorporates

this Agreement, is duly executed by an authorized representative of each party. No

modifications, alterations, or amendments of this Agreement are valid and enforceable

unless the above requirements have been satisfied.

16. COMPLIANCE WITH LAWS:

16.1. The Contractor hereby represents, warrants, covenants, and agrees that:

16.1.1. It is qualified to do business in the State of Maryland and that it will take such

action as, from time to time hereafter, may be necessary to remain so qualified;

16.1.2. The Contractor’s name in this Agreement is its full legal name;

16.1.3. It has the requisite corporate power (if applicable), authority and legal capacity to

enter into this Agreement and fulfill its obligations hereunder;

16.1.4. The execution and delivery by it of this Agreement and the performance by it of its

obligations hereunder have been duly authorized by all requisite action of its

stockholders, partners or members, and by its board of directors or other governing

body (if applicable);

16.2. During the Term, it will comply with all federal, state and local laws, ordinances, rules

and regulations, including interim expenditure and annual report requirements, and

applicable codes of ethics pertaining to or regulating the services to be performed

pursuant to this Agreement, including those now in effect and hereafter adopted;

16.2.1. There are no suits or proceedings pending or threatened, whether in law or in equity,

to the best of the Contractor’s knowledge, which if adversely determined, would

have a material adverse effect on the financial condition or business of the

Contractor; and

16.2.2. It has obtained, at its expense, all licenses, permits, insurance, and governmental

approvals, if any, necessary to perform its obligations under this Agreement.

16.3. The Contractor’s violation of the above representations and warranties shall entitle the

City to terminate this Agreement immediately upon delivery of written notice of

termination to the Contractor.

17. CRIMINAL BACKGROUND CHECKS:

17.1. The Contractor covenants and agrees that it and its subcontractors will conduct a

criminal background check of all of its employees, agents, and volunteers prior to

commencing work under this Agreement. All costs of the criminal background check

shall be borne by Contractor or its subcontractors. As applicable pursuant to Md. Code

Ann. Family Law Article, §5-550 et seq., the Contractor and its subcontractors shall

obtain criminal history records checks of employees, agents, and volunteers who shall

provide services to minors under this Agreement. In any case where a criminal record

is reported, the Contractor and its subcontractors shall be responsible for taking

immediate and appropriate action to protect the safety and welfare of any and all

persons (especially minors, seniors, and people with disabilities or mental illness)

having contact with that individual.

17.2. If any of the services of the Contractor under this Agreement occur on the grounds of

a public or nonpublic school, the Contractor shall comply with the Md. Code Ann.

Criminal Procedure Article, § 11-722 that states that a person who enters a contract

with a county board of education or a nonpublic school may not knowingly employ an

individual to work at a school if the individual is a registered child sex offender.

18. DISPUTES:

18.1. The City shall in all cases, determine the amount or quantity, quality, and acceptability

of the work and expenses which are to be paid under this Agreement; shall decide all

questions in relation to said work and the performance thereof, and; shall, in all cases,

decide questions which may arise relative to the fulfillment of this Agreement or to the

obligations of the Contractor thereunder. To prevent disputes and litigation where the

Contractor is not satisfied with the decision of the City, the Contractor shall submit the

claim to the head of the City agency (or his/her designee), who will decide any dispute

between the Contractor and the City, and the head of the City agency’s determination,

decision and/or estimate shall be a condition precedent to the right of the Contractor to

receive any monies under this Agreement, and is subject to review on the record by a

court of competent jurisdiction.

19. CITY REQUIREMENTS:

19.1. Nondiscrimination.

19.1.1. The Contractor shall operate under this Agreement so that no person otherwise

qualified is denied employment or other benefits on the grounds of race, color,

religion, ancestry, national origin, ethnicity, sex, age, marital status, sexual

orientation, gender identity or expression, disability, genetic information or other

unlawful forms of discrimination except where a particular occupation or position

reasonably requires consideration of these attributes as an essential qualification for

the position. The Contractor shall post in conspicuous places, available to

employees and applicants for employment, notices setting forth the provisions of

this nondiscrimination clause.

19.1.2. The Contractor shall not discriminate on the basis of race, gender, religion, national

origin, ethnicity, sexual orientation, gender identity or expression, age, or disability

in the solicitation, selection, hiring, or treatment of subcontractors, vendors,

suppliers, or commercial customers. The Contractor shall provide equal

opportunity for subcontractors to participate in all of its public sector and private

sector subcontracting opportunities, provided that nothing contained in this clause

shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace

discrimination that has occurred or is occurring in the marketplace, such as those

specified in Article 5, Subtitle 28 of the Baltimore City Code, as amended from

time to time. The Contractor understands and agrees that violation of this clause is

a material breach of this Agreement and may result in contract termination,

debarment, or other sanctions. This clause is not enforceable by or for the benefit

of, and creates no obligation to, any third party.

19.1.3. Upon the City’s request, and only after the filing of a complaint against the

Contractor pursuant to Article 5, Subtitle 29, of the Baltimore City Code, as

amended from time to time, the Contractor agrees to provide the City, within 60

calendar days, a truthful and complete list of the names of all subcontractors,

vendors, and suppliers that the Contractor has used in the past four (4) years on any

of its contracts that were undertaken with the Baltimore City Market Area as

defined in Article 5, §28-1(d) of the Baltimore City Code, as amended from time

to time, including the total dollar amount paid by the Contractor for each

subcontract or supply contract. The Contractor agrees to fully cooperate in any

investigation conducted by the City pursuant to the City’s Commercial Non-

Discrimination Policy, as contained in Article 5, Subtitle 29, of the Baltimore City

Code as amended from time to time. The Contractor understands and agrees that

violation of this clause is a material breach of this Agreement and may result in

contract termination, debarment, and other sanctions.

19.2. MBE/WBE. The requirements of the Baltimore City Code, Article 5, Subtitle 28

(pertaining to Minority and Women’s Business Enterprise), as amended, are hereby

incorporated by reference into this Agreement. If applicable, failure of the Contractor

to comply with this subtitle shall constitute a material breach of this Agreement and

shall entitle the City to terminate this Agreement immediately upon delivery of written

notice of termination to the Contractor. The Contractor will make good faith efforts

to utilize minority and women’s business enterprises and maintain records reasonably

necessary for monitoring compliance with this subtitle. (See Art. 5, § 28-54, Baltimore

City Code)

19.3. Local Hiring. Article 5, Subtitle 27 of the Baltimore City Code, as amended (the “Local

Hiring Law”) and its rules and regulations apply to every contract for more than

$300,000 made by the City, or on its behalf, with any person. The Local Hiring Law

also applies to every agreement authorizing assistance valued at more than $5,000,000

to a City-subsidized project. Please visit www.oedworks.com for detailed on the

requirements of the law. If applicable, the Local Hiring Law and the Local Hiring

Rules and Regulations shall be attached hereto as Exhibit D and incorporated herein.

19.4. Conflict of Interest. No elected official of the City, nor other officer, employee or

agent of the City who exercises any functions or responsibilities in connection with this

Agreement, shall have any personal interest, direct or indirect, in this Agreement. By

executing this Agreement, the Contractor asserts that it has not engaged in any practice

or entered into any past or ongoing agreement that would be considered a conflict of

interest with this Agreement. The Contractor agrees to refrain from entering into all

such practices or agreements during the Term of this Agreement (and any extensions

thereto) that could give rise to a conflict of interest. Furthermore, the Contractor asserts

that it has fully disclosed to the City any and all practices and/or agreements of

whatever nature or duration that could give rise to a conflict of interest and will

continue to do so during the Term of this Agreement and any extensions thereto.

19.5. Unfair Labor Practices. Notwithstanding any other provisions in instant Agreement,

the Contractor shall comply with the terms of the Board of Estimates of Baltimore City

Resolution dated June 29, 1994 (if applicable) which states as follows:

19.5.1. Contractors, contractors, subcontractors, their agents and employees may not

engage in unfair labor practices as defined under the National Labor Relations Act

and applicable federal regulations and state laws.

19.5.2. Contractors, contractors, subcontractors, and their agents may not threaten, harass,

intimidate or in any way impede persons employed by them who on their own time

exercise their rights to associate, speak, organize, or petition governmental officials

with their grievance.

19.5.3. If the Board determines that a Contractor, contractor, subcontractor, or their agents

have violated the policy set forth in this Resolution said Contractor, contractor, or

subcontractor will be disqualified from bidding on City contracts, and if they are

currently completing contracts, they will be found in default of their contracts.

19.6. No Dumping. The Contractor’s violation of any provision of City Health Title 7

{“Waste Control”}, Subtitle 6 {“Prohibited Disposal”}, constitutes a breach of this

Agreement; and the City may determine, in its discretion, whether the violation is a

material breach warranting termination of this Agreement.

20. STATE REQUIREMENTS:

20.1. Political Contribution Disclosure. The Contractor is aware of, and will comply with

all applicable provisions of the Maryland Annotated Code, Election Law Article, §14-

101 et seq., “Disclosure By Persons Doing Public Business”, (“Election Law”). The

Contractor certifies, in accordance with §14-107 of the Election Law, that it has filed

the statement required under §14-104(b)(1) of the Election Law.

21. MISCELLANEOUS PROVISIONS:

21.1. No Waiver. A party’s failure to insist on compliance or enforcement of any provision

of this Agreement shall not affect its validity or enforceability or constitute a waiver of

future enforcement of that provision or of any other provision of this Agreement.

21.2. Severability. Each provision of this Agreement shall be deemed to be a separate,

severable, and independently enforceable provision. The invalidity or breach of any

provision shall not cause the invalidity or breach of the remaining provisions or of this

Agreement, which shall remain in full force and effect.

21.3. Governance.

21.3.1. This Agreement is made in the State of Maryland and shall be governed by the laws

of the State of Maryland, including the applicable statute of limitations, without

regard to the conflict of law rules.

21.3.2. The legal venue of this Agreement and any disputes arising from it shall be settled

in Baltimore City, Maryland. The Contractor hereby irrevocably waives any

objections and any right to immunity on the ground of venue or the convenience of

the forum, or to the jurisdiction of such courts or from the execution of judgments

resulting therefrom.

21.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit

of the respective personal and legal representatives, successors, guardians, heirs and

permitted assigns of the parties hereto and all persons claiming by and through them.

21.5. Agency. Nothing herein contained shall be construed to constitute any party the agent,

servant or employee of the other party, except as specifically provided in this

Agreement. No party has the authority to act as an agent of the other party except as

specifically provided in this Agreement.

21.6. Notice.

21.6.1. All notices, requests, claims, demands and other communications required or

permitted under this Agreement (collectively, “Notices”) shall be in writing and be

given (i) by delivery in person, (ii) by a nationally recognized next day courier

service, (iii) by registered or certified mail, postage prepaid, to the address of the

party specified in this Agreement or such other address as either party may specify

in writing to the following:

FOR THE CITY:

_________________________

FOR THE CONTRACTOR:

__________________________

21.6.2. All Notices shall be effective upon receipt by the party to which notice is given.

21.7. Payment to the City. Any payment(s) to the City or any of its Departments, Agencies,

Boards or Commissions due under the terms of this Agreement or arising incident

thereto shall be made to the Director of Finance and be mailed or delivered to: Director

of Finance c/o Bureau of Revenue Collections Abel Wolman Municipal Building 200

N. Holliday Street Baltimore, MD 21202. Wiring instructions may be obtained from

the Bureau of Treasury Management.

21.8. Non-Hiring of Officials and Employees. The Contractor agrees that no official or

employee of the City, whose duties as such official or employee include matters

relating to or affecting the subject matter of this Agreement, shall during the pendency

and terms of this Agreement and while serving as an official or employee of the City

become or be an employee of the Contractor or any entity that is a subcontractor of the

Contractor on this Agreement.

21.9. Gender. Words of gender used in this Agreement may be construed to include any

gender; words in the singular may include the plural of words, and vice versa.

21.10. Headings. Any heading of the paragraphs in this Agreement is inserted for convenience

and reference only, and shall be disregarded in construing and/or interpreting this

Agreement.

21.11. Multiple Copies. This Agreement may be executed in any number of copies and each

such copy shall be deemed an original.

21.12. Recitals. The recitals are hereby incorporated as part of this Agreement.

21.13. Survival. The representations, warranties, covenants promises and agreements

contained in this Agreement shall survive the execution and consummation of this

Agreement, and shall continue until the applicable statute of limitations shall have

barred any claims thereon.

21.14. Interpretation. In the event of an ambiguity or question as to the meaning of any

provision of this Agreement, or a conflict, or inconsistency between similar terms,

conditions, or language between or within this Agreement and the provisions of any

exhibit or schedule attached hereto or any document referred to herein, the

interpretation placed thereon by the City shall be final and binding on the parties hereto,

provided that any such interpretation shall not be unreasonable.

21.15. Remedies Cumulative. The rights and remedies provided by this Agreement are

cumulative and the use of any one right or remedy by any party shall not preclude or

waive the right to use any or all other remedies. Said rights and remedies are given in

addition to any other rights the parties may have by law, statute, ordinance or otherwise.

_________________________

__________________________

21.16. Independent Contractor.

21.16.1. It is agreed by the parties that at all times and for all purposes hereunder that the

Contractor is not an employee of the City. No statement contained in this

Agreement shall be construed so as to find the Contractor or any of its employees,

subcontractors, servants, or agents to be employees of the City, and they shall be

entitled to none of the rights, privileges, or benefits of employees of the City.

21.16.2. The Contractor warrants that individual(s) performing work under this Agreement

shall be employee(s) of the Contractor for all purposes, including but not limited to

unemployment insurance, tax withholdings, workers’ compensation coverage as

required by applicable federal and state law.

21.17. Contingent Fee Prohibition. The Contractor warrants that it has not employed or

retained any person, partnership, corporation, or other entity, other than a bona fide

employee or agent working for the Contractor to solicit or secure this Agreement, and

that it has not paid or agreed to pay any person, partnership, corporation, or other entity,

other than a bona fide employee or agent, any fee or any other consideration contingent

on the making of this Agreement.

21.18. Assignability/Subcontracting. The Contractor shall not assign, transfer, or subcontract

any part of this Agreement without the prior written consent of the City, which shall

not be unreasonably withheld.

21.19. Further Assurances. Each party shall cooperate with the other and execute such

instruments or documents and take such other actions as may reasonably be requested

from time to time in order to carry out, evidence or confirm their rights or obligations

or as may be reasonably necessary or helpful to give effect to this Agreement.

Furthermore, the Contractor agrees to comply with the City’s Electronic

Communications Policy and will execute the Acknowledgment of Electronic

Communications Policy (AM-118-1-1) prior to commencing any work pursuant to this

Agreement, if applicable.

21.20. Force Majeure. Neither party will be liable for its non-performance or delayed

performance if caused by a “Force Majeure” which means an event, circumstance, or

act of a third party that is beyond a party’s reasonable control, such as an act of God,

an act of the public enemy, an act of a government entity, strikes or other labor

disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, or any

other similar cause. Each party will notify the other if it becomes aware of any Force

Majeure that will significantly delay performance. The notifying party will give such

notice promptly (but in no event later than fifteen (15) calendar days) after it discovers

the Force Majeure. If a Force Majeure occurs, the parties may modify this Agreement

in accordance with the requirements herein.

21.21. Entire Agreement. This Agreement constitutes the entire, full and final understanding

between the parties hereto and neither party shall be bound by any representations,

statements, promises or agreements not expressly set forth herein. The parties do not

intend to sign this Agreement under seal and hereby agree to impose the standard

statute of limitations on this Agreement.

21.22. Pre-existing Regulations. Any procurement regulations approved by the Board of

Estimates of Baltimore City that are in effect on the date of execution of this

Agreement are applicable to this Agreement.

[Signature Page Follows]

The parties hereto have executed this Agreement on the day and year first above written.

MAYOR AND CITY COUNCIL OF BALTIMORE

By:________________________________________

Name: Letitia Dzirasa, M.D.

Title: Commissioner of Health

(ENTITY NAME)

By:___________________________________(Seal)

Name: ________________________________

Title:_________________________________

APPROVED AS TO FORM APPROVED BY THE BOARD OF ESTIMATES

AND LEGAL SUFFICIENCY

_______________________ _________________________________________

Assistant/Chief Solicitor Clerk Date

EXHIBIT A

SCOPE OF SERVICES

AND

BUDGET

(See attached.)

EXHIBIT B

FUNDING SOURCE IDENTIFICATION

City: Mayor and City Council of Baltimore, through its Baltimore City Health Department

Contractor: __________________

Source of Funding: Federal – ARPA Federal - FEMA Federal/State/

City

Name of Awarding

Agency:

U.S. Department of Treasury U.S. Department of Homeland

Security, Federal Emergency

Management Agency

____________

Award Title: American Rescue Plan Act

(“ARPA”) – Coronavirus

State Fiscal Recovery Fund

and Coronavirus Local Fiscal

Recovery Fund, which

together make up the

Coronavirus State and Local

Fiscal Recovery Funds

Covid-19 Disaster (FEMA-4491-

DRMD) – Public Assistance

____________

Assistance Listing

Number:

21.027 97.036 ___________

City Award

Identification

Number:

___________________ ________________________ ____________

Term of Contract:

____________________

_________________________

____________

Contract Amount:

___________________

________________________

____________

City Account

Number:

Fund ID: ________

Grant/Special Fund ID: ___

Cost Center:____

Spend Category:

________

Fund ID: ________

Grant/Special Fund ID: ___

Cost Center:____

Spend Category:________

____________

1. The Contractor acknowledges that the funding of the Contract/Agreement which this Exhibit is

attached to is from federal, state, and/or City funds. The identification of the source of funding is

indicated above. As applicable, the Contractor shall comply with the requirements of the funding source,

including but not limited to the terms and conditions of the notice of grant award, statutes and regulations,

and manuals.

2. With respect to any conflict between the funding source requirements, the terms of the

Agreement/Contract, or the provisions of state law, and except as otherwise required under federal, state,

or city law or regulation, the more stringent requirement shall control.

3. As applicable, the Contractor shall comply with the assurances and certifications, which are

attached hereto and incorporated herein.

4. The Contractor agrees to accept any additional conditions governing the use of funds or

performance of programs as may be required by executive order, federal, state or local statute, ordinance,

rule or regulation or by policy announced by the City, the State, or the Federal government.

GENERAL REQUIREMENTS OF FEDERAL FUNDING SOURCE:

1. Remedies.

a. Standard. Contracts for more than the simplified acquisition threshold, currently set at

$250,000, must address administrative, contractual, or legal remedies in instances where

contractors violate or breach contract terms, and provides for such sanction and penalties

as appropriate. See 2 C.F.R. Part 200, Appendix II, ¶ A.

b. Compliance. The parties shall comply with the administrative, contractual, or legal

remedies in the Agreement for when the Contractor violates or breaches the contract

terms and shall comply with the applicable sanctions and penalties as appropriate in the

Agreement.

2. Termination for Cause and Convenience.

a. Standard. All contracts in excess of $10,000 must address termination for cause and for

convenience by the non-Federal entity, including the manner by which it will be effected

and the basis for settlement. See 2 C.F.R. Part 200, Appendix II, ¶ B.

b. Compliance. The parties shall comply with the termination for cause provision and the

termination for convenience provision in the Agreement.

3. Equal Employment Opportunity.

a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet

the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must

include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance

with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319,

12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,

Amending Executive Order 11246 Relating to Equal Employment Opportunity, and

implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance

Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200,

Appendix II, ¶ C.

b. Compliance. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the

insertion of the following contract clause:

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for

employment because of race, color, religion, sex, sexual orientation, gender identity, or

national origin. The contractor will take affirmative action to ensure that applicants are

employed, and that employees are treated during employment without regard to their

race, color, religion, sex, sexual orientation, gender identity, or national origin. Such

action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for

training, including apprenticeship. The contractor agrees to post in conspicuous places,

available to employees and applicants for employment, notices to be provided setting

forth the provisions of this nondiscrimination clause.

(2)The contractor will, in all solicitations or advertisements for employees placed by or

on behalf of the contractor, state that all qualified applicants will receive consideration

for employment without regard to race, color, religion, sex, sexual orientation, gender

identity, or national origin.

(3)The contractor will not discharge or in any other manner discriminate against any

employee or applicant for employment because such employee or applicant has inquired

about, discussed, or disclosed the compensation of the employee or applicant or another

employee or applicant. This provision shall not apply to instances in which an employee

who has access to the compensation information of other employees or applicants as a

part of such employee's essential job functions discloses the compensation of such other

employees or applicants to individuals who do not otherwise have access to such

information, unless such disclosure is in response to a formal complaint or charge, in

furtherance of an investigation, proceeding, hearing, or action, including an investigation

conducted by the employer, or is consistent with the contractor's legal duty to furnish

information.

(4)The contractor will send to each labor union or representative of workers with which

he has a collective bargaining agreement or other contract or understanding, a notice to

be provided advising the said labor union or workers' representatives of the contractor's

commitments under this section, and shall post copies of the notice in conspicuous places

available to employees and applicants for employment.

(5)The contractor will comply with all provisions of Executive Order 11246 of

September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of

Labor.

(6)The contractor will furnish all information and reports required by Executive Order

11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of

Labor, or pursuant thereto, and will permit access to his books, records, and accounts by

the administering agency and the Secretary of Labor for purposes of investigation to

ascertain compliance with such rules, regulations, and orders.

(7)In the event of the contractor's noncompliance with the nondiscrimination clauses of

this contract or with any of the said rules, regulations, or orders, this contract may be

canceled, terminated, or suspended in whole or in part and the contractor may be declared

ineligible for further Government contracts or federally assisted construction contracts in

accordance with procedures authorized in Executive Order 11246 of September 24, 1965,

and such other sanctions may be imposed and remedies invoked as provided in Executive

Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of

Labor, or as otherwise provided by law.

(8)The contractor will include the portion of the sentence immediately preceding

paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or

purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor

issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that

such provisions will be binding upon each subcontractor or vendor. The contractor will

take such action with respect to any subcontract or purchase order as the administering

agency may direct as a means of enforcing such provisions, including sanctions for

noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened

with, litigation with a subcontractor or vendor as a result of such direction by the

administering agency, the contractor may request the United States to enter into such

litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause

with respect to its own employment practices when it participates in federally assisted

construction work: Provided, That if the applicant so participating is a State or local

government, the above equal opportunity clause is not applicable to any agency,

instrumentality or subdivision of such government which does not participate in work on

or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering

agency and the Secretary of Labor in obtaining the compliance of contractors and

subcontractors with the equal opportunity clause and the rules, regulations, and relevant

orders of the Secretary of Labor, that it will furnish the administering agency and the

Secretary of Labor such information as they may require for the supervision of such

compliance, and that it will otherwise assist the administering agency in the discharge of

the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract

modification subject to Executive Order 11246 of September 24, 1965, with a contractor

debarred from, or who has not demonstrated eligibility for, Government contracts and

federally assisted construction contracts pursuant to the Executive Order and will carry

out such sanctions and penalties for violation of the equal opportunity clause as may be

imposed upon contractors and subcontractors by the administering agency or the

Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the

applicant agrees that if it fails or refuses to comply with these undertakings, the

administering agency may take any or all of the following actions: Cancel, terminate, or

suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from

extending any further assistance to the applicant under the program with respect to which

the failure or refund occurred until satisfactory assurance of future compliance has been

received from such applicant; and refer the case to the Department of Justice for

appropriate legal proceedings.

4. Davis-Bacon Act. (If the Davis-Bacon Act is not applicable, the Contractor and its

subcontractors shall comply with the City’s Prevailing Wage statute at Article 5, Subtitle 25, of

the City Code).

a. Standard. All prime construction contracts in excess of $2,000 awarded by non-Federal

entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§

3141-3144 and 3146-3148) as supplemented by Department of Labor regulations at 29

C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally

Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II, ¶ D. In

accordance with the statute, contractors must be required to pay wages to laborers and

mechanics at a rate not less than the prevailing wages specified in a wage determination

made by the Secretary of Labor. In addition, contractors must be required to pay wages

not less than once a week.

b. Compliance. Insertion of the following suggested language:

Compliance with the Davis-Bacon Act.

a. All transactions regarding this contract shall be done in compliance with the

Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) and the requirements of

29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C.

3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

b. Contractors are required to pay wages to laborers and mechanics at a rate not

less than the prevailing wages specified in a wage determination made by the

Secretary of Labor.

c. Additionally, contractors are required to pay wages not less than once a week.

5. Contract Work Hours and Safety Standards Act.

a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the

non-Federal entity in excess of $100,000 that involve the employment of mechanics or

laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as

supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part

200, Appendix II, ¶ E. Under 40 U.S.C. § 3702, each contractor must be required to

compute the wages of every mechanic and laborer on the basis of a standard work week

of 40 hours. Work in excess of the standard work week is permissible provided that the

worker is compensated at a rate of not less than one and a half times the basic rate of pay

for all hours worked in excess of 40 hours in the work week. Further, no laborer or

mechanic must be required to work in surroundings or under working conditions which

are unsanitary, hazardous, or dangerous.

b. Compliance. Insertion of the following suggested language:

Compliance with the Contract Work Hours and Safety Standards Act.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of the

contract work which may require or involve the employment of laborers or mechanics

shall require or permit any such laborer or mechanic in any workweek in which he or she

is employed on such work to work in excess of forty hours in such workweek unless such

laborer or mechanic receives compensation at a rate not less than one and one-half times

the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any

violation of the clause set forth in paragraph (b)(1) of this section the contractor and any

subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such

contractor and subcontractor shall be liable to the United States (in the case of work done

under contract for the District of Columbia or a territory, to such District or to such

territory), for liquidated damages. Such liquidated damages shall be computed with

respect to each individual laborer or mechanic, including watchmen and guards,

employed in violation of the clause set forth in paragraph (b)(1) of this section, in the

sum of $26 for each calendar day on which such individual was required or permitted to

work in excess of the standard workweek of forty hours without payment of the overtime

wages required by the clause set forth in paragraph (b)(1) of this section.

(3) Withholding for unpaid wages and liquidated damages. The federal awarding agency

shall upon its own action or upon written request of an authorized representative of the

Department of Labor withhold or cause to be withheld, from any moneys payable on

account of work performed by the contractor or subcontractor under any such contract or

any other Federal contract with the same prime contractor, or any other federally-assisted

contract subject to the Contract Work Hours and Safety Standards Act, which is held by

the same prime contractor, such sums as may be determined to be necessary to satisfy any

liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as

provided in the clause set forth in paragraph (b)(2) of this section.

(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the

clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring

the subcontractors to include these clauses in any lower tier subcontracts. The prime

contractor shall be responsible for compliance by any subcontractor or lower tier

subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

6. Rights to Inventions Made Under a Contract or Agreement.

a. Standard. If the federal awarding agency award meets the definition of “funding

agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a

contract with a small business firm or nonprofit organization regarding the substitution of

parties, assignment or performance of experimental, developmental, or research work

under that “funding agreement,” the non- Federal entity must comply with the

requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit

Organizations and Small Business Firms Under Government Grants, Contracts and

Cooperative Agreements), and any implementing regulations issued by the Federal

awarding agency. See 2 C.F.R. Part 200, Appendix II, ¶ F.

b. Compliance. The parties shall comply with the above Standard. if applicable.

7. Clean Air Act and the Federal Water Pollution Control Act.

a. Standard. If applicable, contracts must contain a provision that requires the contractor to

agree to comply with all applicable standards, orders, or regulations issued pursuant to

the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control

Act as amended (33 U.S.C. §§ 1251 -1387). Violations must be reported to the federal

awarding agency and the Regional Office of the Environmental Protection Agency. See 2

C.F.R. Part 200, Appendix II, ¶ G.

b. Compliance. Insertion of the following suggested language:

Clean Air Act

1. The contractor to agree to comply with all applicable standards, orders, or regulations

issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water

Pollution Control Act as amended (33 U.S.C. §§ 1251 -1387). Violations must be reported to

the federal funding agency and the Regional Office of the Environmental Protection Agency.

See 2 C.F.R. Part 200, Appendix II, ¶ G.

2. The contractor agrees to report each violation to the City and understands and agrees that

the City will, in turn, report each violation as required to assure notification to the federal

awarding agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding

$150,000 financed in whole or in part with Federal assistance provided by the federal

awarding agency.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued

pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The contractor agrees to report each violation to the City and understands and agrees that

the City will, in turn, report each violation as required to assure notification to the federal

awarding agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding

$150,000 financed in whole or in part with Federal assistance provided by the federal

awarding agency.

8. Debarment and Suspension.

a. Standard. Non-Federal entities and contractors are subject to the debarment and

suspension regulations implementing Executive Order 12549, Debarment and

Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2

C.F.R. Part 180 and federal awarding agency’s regulations on debarment and suspension.

See 2 C.F.R. Part 200, Appendix II, ¶ H.

b. Compliance. Insertion of the following suggested language:

Suspension and Debarment

(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt.

3000. As such, the contractor is required to verify that none of the contractor’s principals

(defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded

(defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,

subpart C, and must include a requirement to comply with these regulations in any lower tier

covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by the City. If it is later

determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.

pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government

may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180,

subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period

of any contract that may arise from this offer. The bidder or proposer further agrees to include

a provision requiring such compliance in its lower tier covered transactions.

9. Byrd Anti-Lobbying Amendment.

a. Standard. Each tier certifies to the tier above that it will not and has not used Federal

appropriated funds to pay any person or organization for influencing or attempting to

influence an officer or employee of any agency, a Member of Congress, officer or

employee of Congress, or an employee of a Member of Congress in connection with

obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

See 2 C.F.R. Part 200, Appendix II, ¶ I.

b. Compliance. Insertion of the following suggested language and certification:

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)

Contractors who apply or bid for an award of $100,000 or more shall file the required

certification. Each tier certifies to the tier above that it will not and has not used Federal

appropriated funds to pay any person or organization for influencing or attempting to

influence an officer or employee of any agency, a Member of Congress, officer or employee

of Congress, or an employee of a Member of Congress in connection with obtaining any

Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also

disclose any lobbying with non-Federal funds that takes place in connection with obtaining

any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in

turn will forward the certification(s) to the awarding agency.

10. Procurement of Recovered Materials.

a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision

of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal

Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200,

Appendix II, ¶ J; and 2 C.F.R. § 200.323.

b. Compliance. Insertion of the following suggested language:

(i) In the performance of this contract, the Contractor shall make maximum use of products

containing recovered materials that are EPA-designated items unless the product cannot be

acquired —

 Competitively within a timeframe providing for compliance with the contract

performance schedule;

 Meeting contract performance requirements; or

 At a reasonable price.

(ii) Information about this requirement, along with the list of EPA-designated items, is

available at EPA’s Comprehensive Procurement Guidelines website.

(iii) The Contractor also agrees to comply with all other applicable requirements of Section

6002 of the Solid Waste Disposal Act.

11. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.

a. Standard. Recipients and subrecipients are prohibited from obligating or expending loan

or grant funds to: (1) procure or obtain; (2) extend or renew a contract to procure or

obtain; or (3) enter into a contract (or extend or renew a contract) to procure or obtain

equipment, services, or systems that uses covered telecommunications equipment or

services as a substantial or essential component of any system or as critical technology of

any system. See 2 C.F.R. Part 200, Appendix II, ¶ K; and 2 C.F.R. § 200.216.

b. Compliance. The Contractor agrees to comply with Public Law 115-232, section 889,

and 2 C.F.R. § 200.216.

12. Domestic Preferences for Procurements.

a. Standard. As appropriate and to the extent consistent with law, the non-Federal entity

should, to the greatest extent practicable under a Federal award, provide a preference for

the purchase, acquisition, or use of goods, products, or materials produced in the United

States (including but not limited to iron, aluminum, steel, cement, and other

manufactured products), The requirements of this section must be included in all

subawards including all contracts and purchase orders for work or products under this

award. For purposes of this section: (1) “Produced in the United States” means, for iron

and steel products, that all manufacturing processes, from the initial melting through the

application of coatings, occurred in the United States. (2) “Manufactured products”

means items and construction materials composed in whole or in part of non-ferrous

metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride

pipe, aggregates such as concrete; glass, including optical fiber; and lumber. See 2

C.F.R. Part 200, Appendix II, ¶ L; and 2 C.F.R. § 200.322.

b. Compliance. The Contractor agrees to comply with 2 C.F.R. § 200.322.

13. Copeland Anti-Kickback Act.

a. Standard. Recipient and subrecipient contracts must include a provision for compliance

with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by

Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on

Public Building or Public Work Financed in Whole or in Part by Loans or Grants from

the United States”).

b. Compliance. Insertion of the following suggested language:

Compliance with the Copeland “Anti-Kickback” Act.

a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. §

3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are

incorporated by reference into this contract.

b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts

the clause above and such other clauses as the federal awarding agency may by

appropriate instructions require, and also a clause requiring the subcontractors to

include these clauses in any lower tier subcontracts. The prime contractor shall

be responsible for the compliance by any subcontractor or lower tier

subcontractor with all of these contract clauses.

c. Breach. A breach of the contract clauses above may be grounds for termination

of the contract, and for debarment as a contractor and subcontractor as provided

in 29 C.F.R. § 5.12.

14. Access to Records.

a. Standard. The Federal awarding agency, Inspectors General, the Comptroller General of

the United States, and the pass-through entity, or any of their authorized representatives,

must have the right of access to any documents, papers, or other records of the non–

Federal entity which are pertinent to the Federal award, in order to make audits,

examinations, excerpts, and transcripts. The right also includes timely and reasonable

access to the non–Federal entity’s personnel for the purpose of interview and discussion

related to such documents. See 2 C.F.R. § 200.337.

b. Compliance. Insertion of the following suggested language:

i. The Contractor agrees to provide the Federal awarding agency, Inspectors

General, the Comptroller of the United States, or any of their authorized

representatives access to any documents, papers, or other records of the

Contractor which are directly pertinent to this Agreement for the purposes of

making audits, examinations, excerpts, and transcriptions.

ii. The Contractor agrees to permit any of the foregoing parties to reproduce by

means whatsoever or to copy excerpts and transcriptions as reasonably needed.

iii. The Contractor agrees to provide the Federal awarding agency Administrator or

his/her authorized representatives access to construction or work sites pertaining

to the work being completed under the Agreement.

iv. In compliance with the Disaster Recovery Act of 2018, the City and the

Contractor acknowledge and agree that no language in this Agreement is

intended to prohibit audits or internal reviews by the Federal awarding agency

Administrator or the Comptroller General of the United States.

15. Contracting with Small and Minority Businesses, Women’s Business Enterprises, and

Labor Surplus Area Firms. (If applicable, the Contractor shall comply with the requirements

for Minority and Women’s Business Enterprises and Small Local Business Enterprises at the

Baltimore City Code, Article 5, Subtitle 28 for this Standard).

a. Standard. The Contractor must take all necessary affirmative steps to assure that

minority businesses, women’s business enterprises, and labor surplus area firms are used

when possible. See 2 C.F.R. § 200.321.

b. Compliance. The Contractor shall comply with the above Standard. if applicable.

16. Copyright and Data Rights.

a. Standard. The City is required by 2 C.F.R. § 200.315 to provide certain licenses with

respect to copyright and data to the federal awarding agency.

b. Compliance. Insertion of the following language:

c. “License and Delivery of Works Subject to Copyright and Data Rights.” The Contractor

grants to the City, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in

data first produced in the performance of this contract to reproduce, publish, or otherwise

use, including prepare derivative works, distribute copies to the public, and perform

publicly and display publicly such data. For data required by the contract but not first

produced in the performance of this contract, the Contractor will identify such data and

grant to the City or acquires on its behalf a license of the same scope as for data first

produced in the performance of this contract. Data, used herein, shall include any work

subject to copyright under 17 U.S.C. § 102, for example, are written reports or literary

works, software and/or source code, music, choreography, pictures or images, graphics,

sculptures, videos, motion pictures or other audiovisual works, sound and/or video

recordings, and architectural works. Upon or before the completion of this contract, the

Contractor shall deliver to the City data first produced in the performance of this contract

and data required by the contract but not first produced in the performance of this

contract in formats acceptable to the City.

17. Conflicts of Interest.

a. Standard. The Contractor must take all necessary affirmative steps to prevent conflicts of

interest as required by 2 C.F.R. § 200.318.

b. Compliance. The Contractor must maintain written standards of conduct covering

conflicts of interest and governing the actions of its employees engaged in the selection,

award and administration of contracts. No employee, officer, or agent may participate in

the selection, award, or administration of a contract supported by a Federal award if he or

she has a real or apparent conflict of interest. Such a conflict of interest would arise when

the employee, officer, or agent, any member of his or her immediate family, his or her

partner, or an organization which employs or is about to employ any of the parties

indicated herein, has a financial or other interest in or a tangible personal benefit from a

firm considered for a contract. The officers, employees, and agents of the Contractor may

neither solicit nor accept gratuities, favors, or anything of monetary value from

contractors or parties to subcontracts. The standards of conduct must provide for

disciplinary actions to be applied for violations of such standards by officers, employees,

or agents of the Contractor.

(Specific Assurances and Certifications begin on next page.)

SPECIFIC ASSURANCES AND CERTIFICATIONS

A. ASSURANCES

In performing its responsibilities under this Contract, the Contractor hereby assures that it will fully

comply with the following provisions as applicable:

1. Shall comply with the requirements of section 602 and 603 of the Social Security Act,

regulations adopted by the U.S. Department of Treasury pursuant to sections 602(f) and 603(f) of

the Act, Coronavirus State and Local Fiscal Recovery Funds Final Rule, codified at 31 CFR Part

35, U.S. Department of the Treasury Coronavirus State and Local Fiscal Recovery Fund Award

Terms and Conditions, and guidance issued by Treasury regarding the foregoing, all of which are

expressly incorporated herein by reference.

2. Shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of

federal financial assistance from excluding from a program or activity, denying benefits of,

or otherwise discriminating against a person on the basis of race, color, or national origin

(42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI

regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of

this contract (or agreement). Title VI also includes protection to persons with “Limited

English Proficiency” in any program or activity receiving federal financial assistance, 42

U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI

regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this

contract or agreement.

3. Is encouraged to adopt and enforce on-the-job seat belt policies and programs for your

employees when operating company-owned, rented or personally owned vehicles.

(Increasing Seat Belt Use in the United States – Executive Order 13043, 62 FR 19217

(Apr. 18, 1997)).

4. Is encouraged to adopt and enforce policies that ban text messaging while driving, and to

establish workplace safety policies to decrease accidents caused by distracted drivers

(Reducing Text Messaging While Driving – Executive Order 13513, 74 FR 51225 (Oct. 6,

2009)).

5. Shall comply with all applicable Uniform Administrative Requirements, Cost Principles, and

Audit Requirements for Federal Awards, including but not limited to 2 C.F.R. § 200.326 and 2

C.F.R. Part 200, Appendix II, which are incorporated herein by reference.

6. Shall comply with all other applicable Federal, State, and City laws, executive orders,

regulations and policies governing this Agreement.

B. CERTIFICATIONS

1. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY

AND VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS.

As required by Executive Orders 12549 and 12689, the undersigned, on behalf of the Contractor,

certifies that neither it nor its principals are presently debarred, suspended, proposed for

debarment, declared ineligible, or voluntarily excluded from participation in this transaction by

any federal department or agency.

2. CERTIFICATION REGARDING LOBBYING.

As required by Section 1352, Title 31 of the United States Code, and implemented for persons

entering into a grant or cooperative agreement over $100,000, the undersigned, on behalf of the

Contractor, certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the

undersigned, to any person for influencing or attempting to influence an officer or employee of any

agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of

Congress in connection with the awarding of any Federal contract, the making of any Federal grant,

the making of any Federal loan, the entering into of any cooperative agreement, and the extension,

continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or

cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any

person for influencing or intending to influence an officer or employee of any agency, a Member of

Congress, an officer or employee of Congress, or an employee of a Member of Congress in

connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall

complete and submit Standard Form-LLL, “Disclosure of Lobbying Activities,” in accordance with

its instructions.

(3) The undersigned shall require that the language of this certification be included in the award

documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,

loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this

transaction was made or entered into. Submission of this certification is a prerequisite for making or

entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to

file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not

more than $100,000.00 for each such failure.

The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and

disclosure if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C.

Chap. 38, Administrative Remedies for False Claims and Statement, apply to this certification and

disclosure, if any.

3. CERTIFICATION OF NON-DELINQUENCY OF FEDERAL DEBT.

The undersigned, on behalf of the Contractor, certifies to the best of his or her knowledge and

belief that the Contractor is not d

elinquent in the repayment of any Federal debt as required by 28

U.S.C.S. § 3201.

The undersigned of the Contractor further provides assurance that it will include the language of the

above certifications in all subawards/subcontracts and that all subrecipients shall certify and disclose

accordingly.

As the duly authorized representative of the Contractor, I hereby certify that the Contractor will comply

with the above certifications.

_____________________________________________ _________________________

Signature of Authorized Representative Date

_____________________________________________

Name and Title:________________________________

AWARD TERMS AND CONDITIONS

EXHIBIT C

Baltimore City Health Department

Business Associate Agreement

This Business Associate Agreement (the "Agreement") is made as of the _____ day of _________ 2023

by and between the Mayor and City Council of Baltimore, a political subdivision of the State of Maryland, acting

by and through its Baltimore City Health Department (the Department) and

___________________________(Contractor).

WHEREAS, the City and the Contractor have entered into a contractual agreement attached to this

Agreement awarded by the Board of Estimates of Baltimore City on the Effective Date specified therein

(the “Primary Contract”) under which the Contractor may have access to health information protected under

the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”);

WHEREAS, HIPAA requires that a Contractor given access to health information protected under

HIPAA also enter a Business Associate Agreement;

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good

and valuable consideration, including the mutual reliance of the parties on compliance with the terms and

conditions of this Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties

hereby agree as follows:

1. DEFINITIONS

1.1. The terms used in this Agreement (e.g., Individual(s), Report, Required by Law, and Security

Incident) have the same meaning as set forth in the HIPAA Regulations at 45 C.F.R. Parts 160 and

164, as they may be amended from time to time and as set forth in B. below.

1.2. Specific definitions:

1.2.1. “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted

under the HIPAA Regulations and which compromises the security or privacy of the PHI

(45 C.F.R. § 164.402).

1.2.2. "Business Associate" shall generally have the same meaning as the term "business

associate" at 45 C.F.R. § 160.103, and in reference to the party to this Agreement, shall

mean the CONTRACTOR.

1.2.3. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45

C.F.R. § 160.103, and in reference to the party to this Agreement, shall mean the Department.

1.2.4. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, 45

C.F.R. Parts 160 and 164, as amended from time to time.

1.2.5. "HIPAA Regulations" mean the Privacy, Security, Breach

Notification, and Enforcement Regulations at 45 C.F.R. Parts 160 and 164.

1.2.6. “MCMRA” means the Maryland Confidentiality of Medical Records Act, Md. Code Ann.,

Health-General, §4-301 et seq. as amended from time to time.

1.2.7. Protected Health Information or "PHI" shall generally have the same meaning as the term

"protected health information" at 45 C.F.R. § 160.103.

1.2.8. “Secretary” means the Secretary of the Department of Health and Human Services or his

designee.

1.2.9. “Unsecured PHI” means PHI that is not secured through the use of a technology or

methodology specified by the Secretary in guidance.

2. PERMITTED USES AND DISCLOSURES OF PHI BY CONTRACTOR

2.1. Contractor may only use or disclose PHI as necessary to perform the services set forth in the

Primary Contract or as required by law.

2.2. Contractor agrees to make uses and disclosures and requests for PHI consistent with the

Department's policies and procedures regarding minimum necessary use of PHI.

2.3. Contractor may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R.

Part 164 if done by the Department.

2.4. Contractor may, if directed to do so in writing by the Department, create a limited data set, as

defined at 45 C.F.R. § 164.514(e)(2), for use in public health, research, or health care operations.

Any such limited data sets shall omit any of the identifying information listed in 45 C.F.R. §

164.514(e)(2). Contractor will enter into a valid, HIPAA-compliant Data Use Agreement, as

described in 45 C.F.R. § 164.514(e)(4), with the limited data set recipient. Contractor will report

any material breach or violation of the data use agreement to the Department immediately after it

becomes aware of any such material breach or violation.

2.5. Except as otherwise limited in this Agreement, Contractor may disclose PHI for the proper

management and administration, or legal responsibilities of the Contractor, provided that

disclosures are Required By Law, or Contractor obtains reasonable assurances from the person to

whom the information is disclosed that it will remain confidential and used or further disclosed only

as Required By Law or for the purpose for which it was disclosed to the person, and the person

notifies the Contractor of any instances of which it is aware in which the confidentiality of the

information has been breached.

2.6. The Contractor shall not directly or indirectly receive remuneration in exchange for any PHI of

an Individual pursuant to §§13405(d)(1) and (2) of Subtitle D of the Health Information

Technology for Economic and Clinical Health Act (“HITECH Act”). This prohibition does not

apply to the Department's payment of Contractor for its performance pursuant to the Primary

Contract.

2.7. The Contractor shall comply with the limitations on marketing and fundraising communications

provided in §13406 of the HITECH Act in connection with any PHI of Individuals.

2.8. The Contractor shall comply with an individual’s request to restrict disclosure of PHI if the

information pertains solely to a health care item or service for which the health care Contractor

involved has been paid out of pocket in full as provided in §13405(a)(2) of the HITECH Act.

2.9. If the Contractor uses or maintains an electronic health record with respect to the PHI of an

individual, the Contractor shall provide a copy of such information in an electronic format as

provided in §13405(e) of the HITECH Act.

3. DUTIES OF CONTRACTOR RELATIVE TO PHI

3.1. Contractor agrees that it will not use or disclose PHI other than as permitted or required by the

Agreement or as required by law.

3.2. Contractor agrees to use appropriate administrative, technical and physical safeguards to protect

the privacy of PHI.

3.3. Contractor agrees to use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part

164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided

for by the Agreement.

3.4. Contractor agrees to Report to the Department any use or

disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches

of unsecured PHI as required by 45 C.F.R. § 164.410, and any Security Incident of which it becomes

aware without reasonable delay, and in no case later than fifteen calendar days after the use or

disclosure.

3.5. If the use or disclosure amounts to a breach of Unsecured PHI, the Contractor shall ensure its

report:

3.5.1. is made to the Department without unreasonable delay and in no case later than fifteen (15)

calendar days after the incident constituting the Breach is first known, except where a law

enforcement official determines that a notification would impede a criminal investigation or

cause damage to national security. For purposes of clarity for this Section 3.5.1., Contractor

must notify the Department of an incident involving the acquisition, access, use or disclosure

of PHI in a manner not permitted under 45 C.F.R. Part E within fifteen (15) calendar days

after an incident even if Contractor has not conclusively determined within that time that the

incident constitutes a Breach as defined by HIPAA;

3.5.2. includes the names of the Individuals whose Unsecured PHI has been, or is reasonably

believed to have been, the subject of a Breach;

3.5.3. is in substantially the same form as the ATTACHMENT hereto; and

3.5.4. includes a draft letter for the Department to utilize to notify the affected Individuals that

their Unsecured PHI has been, or is reasonably believed to have been, the subject of a

Breach that includes, to the extent possible:

3.5.4.1. a brief description of what happened, including the date of the Breach and the date of

the discovery of the Breach, if known;

3.5.4.2. a description of the types of Unsecured PHI that were involved in the Breach (such as full

name, Social Security number, date of birth, home address, account number, disability code,

or other types of information that were involved);

3.5.4.3. any steps the affected Individuals should take to protect themselves from potential harm

resulting from the Breach;

3.5.4.4. A brief description of what the Department and the Contractor are doing to investigate

the Breach, to mitigate losses, and to protect against any further Breaches; and

3.5.4.5. Contact procedures for the affected Individuals to ask questions or learn additional

information, which shall include a toll-free telephone number, an e-mail address,

website, or postal address.

3.6. To the extent permitted by the Primary Contract, Contractor may use agents and subcontractors. In

accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), Contractor shall ensure that any

subcontractors that create, receive, maintain, or transmit PHI on behalf of the Contractor agree to

the same restrictions, conditions, and requirements that apply to the Contractor with respect to such

information. Contractor must enter into Business Associate Agreements with subcontractors as

required by HIPAA.

3.7. Contractor agrees it will make available PHI in a designated record set to the Department, or, as

directed by the Department, to an individual, as necessary to satisfy the Department's obligations

under 45 C.F.R. § 164.524, including, if requested, a copy in electronic format.

3.8. Contractor agrees it will make any amendment(s) to PHI in a designated record set as directed or

agreed to by the Department pursuant to 45 C.F.R. § 164.526, or take other measures as necessary

to satisfy the Department's obligations under 45 C.F.R. § 164.526.

3.9. Contractor agrees to maintain and make available the information required to provide an

accounting of disclosures to the Department or, as directed by the Department, to an individual,

as necessary to satisfy the Department's obligations under 45 C.F.R. § 164.528.

3.10. To the extent the Contractor is to carry out one or more of the Department's obligation(s) under

Subpart E of 45 C.F.R. Part 164, comply with the requirements of Subpart E that apply to the

Department in the performance of such obligation(s).

3.11. Contractor agrees to make its internal practices, books, and records, including PHI, available to

the Department and/or the Secretary for purposes of determining compliance with the HIPAA

Regulations.

3.12. Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to Contractor

of a use or disclosure of PHI by Contractor in violation of the requirements of this Agreement.

4. TERM AND TERMINATION

4.1. This Agreement shall remain in effect unless otherwise terminated for the entire term of the

Primary Contract including any extensions, options or modifications, or, as appropriate, in

accordance with the requirements of paragraph 4. of this subsection.

4.2. Upon the Department’s knowledge of a material breach by Contractor, the Department will

either:

4.2.1. Provide an opportunity for the Contractor to cure the breach or end the violation and

terminate this Agreement if the Contractor does not cure the breach or end the violation

within the time specified by the Department;

4.2.2. Immediately terminate this Agreement if the Contractor has breached a material term of

this Agreement and cure is not possible; or

4.2.3. If neither termination nor cure is feasible, report the violation to the Secretary.

4.3. Effect of Termination.

4.3.1. Upon termination of this Agreement for any reason, the Contractor shall return or, if agreed

to by the Department, destroy and document the destruction of all PHI received from the

Department, or created or received by the Contractor on behalf of the Department that the

Contractor still maintains in any form. Contractor shall retain no copies of the PHI. This

provision shall also apply to PHI that is in the possession of subcontractors or agents of the

Contractor.

4.3.2. If the Contractor believes that returning or destroying the PHI is infeasible, the Contractor

shall provide to the Department notification of the conditions that make return or

destruction infeasible. If the Department agrees that return or destruction of PHI is

infeasible, the Contractor shall extend the protections of this Agreement to the PHI and

limit further uses and disclosures of the PHI to those purposes that make the return or

destruction infeasible, for so long as the Contractor maintains the PHI.

4.3.3. Should Contractor make an intentional or grossly negligent in violation of this Agreement

or HIPAA or an intentional or grossly negligent disclosure of information protected by the

MCMRA, the Department shall have the right to immediately terminate any contract, other

than this Agreement, then in force between the Parties, including the Primary Contract.

4.4. The obligations of Contractor under this Section shall survive the termination of this

Agreement.

4.5. If Contractor breaches any of the covenants and assurance in this Agreement, the Department

will suffer irreparable harm. Consequently, Contractor agrees that the Department may enjoin

and restrain Contractor from any continued violation of this Agreement, and to reimburse and

indemnify the Department for its reasonable attorney’s fees and expenses and costs reasonably

incurred as a proximate result of Contractor’s breach. These remedies are in addition to and

do not supersede any action for damages and/or any other remedy.

4.6. This Agreement may only be modified or amended through a writing signed by the Parties and,

thus, no oral modification or amendment hereof shall be permitted. The Parties agree to take

such action as is necessary to amend this Agreement from time to time as is necessary for the

Department to comply with the requirements of the HIPAA Regulations and any other

applicable law.

5. INTERPRETATION OF THIS AGREEMENT IN RELATION TO OTHER AGREEMENTS

BETWEEN THE PARTIES

5.1. Should there be any conflict between the language of this Agreement and any other contract entered

into between the Parties (either previous or subsequent to the date of this Agreement), the language

and provisions of this Agreement shall control and prevail unless the parties specifically refer in a

subsequent written agreement to this Agreement by its title and date and specifically state that the

provisions of the later written agreement shall control over this Agreement.

6. NOTICE PROVISIONS

6.1. Any notice required or permitted under this Agreement shall be in writing and hand delivered

with receipt obtained therefore, or mailed, postage pre-paid, to the other parties by certified

mail, return receipt requested to the following:

FOR THE DEPARTMENT:

_____________________________

FOR THE CONTRACTOR:

____________________________

7. COMPLIANCE WITH STATE LAW

7.1. The Contractor acknowledges that by accepting the PHI from the Department, it becomes a

holder of medical records information under the MCMRA and is subject to the provisions of

that law. If the HIPAA Regulations and the MCMRA conflict regarding the degree of

protection provided for PHI, the Contractor shall comply with the more restrictive protection

requirement.

8. MISCELLANEOUS

8.1. A reference in this Agreement to HIPAA or the HIPAA Regulations or a section of either means

HIPAA or the HIPAA Regulations or the section as in effect or as amended from time to time.

8.2. The Parties agree to take such action in writing to amend this Agreement from time to time as

is necessary for the Department to comply with the requirements of the HIPAA Regulations

and HIPAA.

8.3. Any ambiguity in this Agreement shall be resolved to permit the Department to comply with

the HIPAA Regulations.

8.4. The parties agree that this Agreement shall not be assignable, except by written approval, in

advance by the Department.

8.5. This Agreement is made in the State of Maryland and shall be governed by the laws of the State

of Maryland, exclusive of its conflict of law rules. Furthermore, the parties agree that any suits

or actions brought by either party against the other shall be filed in a court of competent

jurisdiction in Baltimore City.

8.6. Any provision of this Agreement which contemplates performance or observance subsequent

to any termination or expiration of this agreement shall survive termination or expiration of

this Agreement and continue in full force and effect.

8.7. If any term contained in this Agreement is held or finally determined to be invalid, illegal, or

unenforceable in any respect, in whole or in part, such term shall be severed from this

Agreement, and the remaining terms contained herein shall continue in full force and effect,

and shall in no way be affected, prejudiced, or disturbed thereby.

8.8. All of the terms of this Agreement are contractual and not merely recitals and none may be

amended or modified except by a writing executed by all parties hereto.

8.9. This Agreement supersedes and renders null and void any and all prior written or oral

undertakings or agreements between the parties regarding the subject matter hereof.

8.10. This Agreement constitutes the entire, full and final understanding between the parties hereto

and neither party shall be bound by any representations, statements, promises or agreements

not expressly set forth herein.

8.11. Should any conflict exist between the language of this Agreement and the Primary Contract,

the language of this Agreement shall prevail unless at some time in the future the parties

specifically refer to this Agreement and explicitly otherwise provide.

The parties hereby evidence their agreement to the above terms and conditions by having caused

this Agreement to be executed and delivered the day and year first above written.

MAYOR AND CITY COUNCIL OF BALTIMORE

By:________________________________________

Name: Letitia Dzirasa, M..D.

Title: Commissioner of Health

(ENTITY NAME)

By:___________________________________(Seal)

Name:________________________________

Title:_________________________________

ATTACHMENT TO BAA

FORM OF NOTIFICATION TO THE DEPARTMENT

OF BREACH OF UNSECURED PHI

This notification is made pursuant to Section 3.5.3. of the Business Associate Agreement between the Mayor

and City Council of Baltimore, a political subdivision of the State of Maryland, acting by and through its

Baltimore City Health Department (Department) and _______________________________) (Contractor).

Contractor hereby notifies Department that there has been a breach of unsecured (unencrypted) protected

health information (PHI) that Contractor has used or has had access to under the terms of the Business

Associate Agreement.

Description of the breach:

__________________________________________________________________________

______________________________________________________________________________

Date of the breach: _____________Date of discovery of the breach: ________________

Does the breach involve 500 or more individuals? Yes/No

If yes, do the people live in multiple states? Yes/No

Number of individuals affected by the breach:

_____________________________________________________

Names of individuals affected by the breach: (attach list)

The types of unsecured PHI that were involved in the breach (such as full name, Social Security number,

date of birth, home address, account number, or disability code):

____________________________________________________________________________

Description of what Contractor is doing to investigate the breach, to mitigate losses, and to protect against

any further breaches:

____________________________________________________________________________

Contact information to ask questions or learn additional information:

Name: ________________________________________________________________________

Title: ___________________________________________________________________________

Address:______________________________________________________________________________

Email Address: _______________________________________________________________________

Telephone: ____________________________________________________________________________

EXHIBIT D

THE LOCAL HIRING LAW

AND THE LOCAL HIRING RULES AND REGULATIONS

Attach if applicable