1-Appendix B Standard Terms Conditions for Service Contracts.pdf

COUNTY OF ROCKLAND – DEPARTMENT OF GENERAL SERVICES PURCHASING DIVISION

STANDARD TERMS & CONDITIONS FOR SERVICE CONTRACTS APPENDIX B

June 2022

APPENDIX B

COUNTY OF ROCKLAND STANDARD TERMS AND

CONDITIONS FOR SERVICE CONTRACTS

DEPARTMENT OF GENERAL SERVICES

PURCHASING DIVISION CONTRACTS

PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE

COUNTY OF ROCKLAND STANDARD TERMS FOR CONTRACTS

TABLE OF CONTENTS

County of Rockland Standard Agreement for Services (ver. 6/22) i

ARTICLE 1. Term

ARTICLE 2. Statement of Work and Services

ARTICLE 3. Payment..........................................................................................................................................................................1-2

ARTICLE 4. Order of Precedence

ARTICLE 5. Vendor’s Representations, Warranties, and Certifications ..................................................................................2-3

ARTICLE 6. Records, Reports, Inspections, and Audits ..............................................................................................................3-4

ARTICLE 7. Indemnification ............................................................................................................................................................4-5

ARTICLE 8. Insurance........................................................................................................................................................................5-6

ARTICLE 9. Protection of County Property and Other Precautions

ARTICLE 10. Labor Provisions

ARTICLE 11. Confidentiality............................................................................................................................................................7-9

ARTICLE 12. Intellectual Property Ownership ...........................................................................................................................9-10

ARTICLE 13. Assignment and Subcontracting .........................................................................................................................10-11

ARTICLE 14. Contract Changes

ARTICLE 15. Termination .............................................................................................................................................................11-12

ARTICLE 16. Default......................................................................................................................................................................12-13

ARTICLE 17. Suspension

ARTICLE 18. Liquidated Damages

ARTICLE 19. Force Majeure

ARTICLE 20. Governing Law and Resolution of Disputes.....................................................................................................14-16

ARTICLE 21. Applicable Laws

ARTICLE 22. Miscellaneous Provisions

ARTICLE 23. Execution

ARTICLE 24. Notices

THIS AGREEMENT is made by and between the County of Rockland (“County”), a municipal corporation of the State of

New York, having its principal offices at 11 New Hempstead Road, New City, NY 10956, and the person or entity

(“Vendor”) identified on the attached hereto Agreement Face Page (“Face Page”).

The County wants to obtain the services detailed in the attached hereto Schedule A and the Request for Bids (“RFB”), Request for Proposals (“RFP”), Sole Source Number (“SSN”), or Request for Competitive Offers (“RFCO”) as applicable

(“Services”). This Agreement comprises the Face Page, Standard Terms, and all schedules, attachments, and riders as checked off on the Face Page.

The parties agree as follows:

1. TERM. The term of this Agreement is stated on the Face

Page (“Term”). If the Face Page indicates applicable option renewal term(s), the County may exercise such renewal term(s) for the specified duration and number of times as stated on the Face Page and at its sole discretion by notifying the Vendor in writing at least thirty (30) days prior to the expiration of the then-current Term.

2. STATEMENT OF WORK AND SERVICES. The

Vendor shall have the overall responsibility to provide and furnish all materials, equipment, tools, and labor necessary to complete the Services stated in Schedule A and in accordance with the terms of this Agreement.

3. PAYMENT.

(A) The County shall pay the Vendor an amount not to exceed the sum stated on the Face Page, in accordance with the attached Schedule B, for full, complete satisfactory performance of the Services.

(B) Non-Appropriation. This Agreement shall not be effective unless the monies to be paid for this

Agreement by the County are appropriated in the

County’s budget.

(i) If funds are not appropriated for this Agreement, this

Agreement shall terminate at the end of the last fiscal year for which funds were appropriated. The County shall notify the Vendor in writing of any such non-allocation of funds at the earliest possible date.

(ii) The Vendor agrees that neither this Agreement nor any representation by the County creates any obligation to appropriate or make monies available for this Agreement.

(C) Third-Party Funding Reservation of Rights. The County monies provided to the Vendor under this Agreement may be based upon or subject to funding statements or actual funds provided to the County from New York

State Government or the Federal Government, either directly or by reimbursement. The County retains the right and discretion to adjust payments of the County funds to the Vendor, based on the actual amounts the

County receives or is to receive from the New York State

Government or the Federal Government.

(D) Refunds for Overpayments.

(i) If a review of claims and payments to the Vendor by the County reveals that the amount received by the

Vendor for the Services exceeds the amount due under Schedule B for the provision of the Services or if the Services were not provided in accordance with the requirements of this Agreement or the law, the

County shall notify the Vendor of the exact amount the Vendor owes to the County for the overpayments.

(ii) Immediately, or for a good cause shown to the County no later than thirty (30) days after the notification date, the Vendor shall refund the County by check made payable to the County the amount due for such overpayment.

(iii) If the Vendor fails to refund the overpayment amount due to the County under this Agreement or any other agreement with the County, the County may, at its discretion, deduct and withhold payments due to the

Vendor, either in installments or in one lump sum, for the provided Services until such time that the Vendor has made all payments due to the County under this

Agreement or any other agreement with the County.

(iv) The Vendor’s obligations under this section 3(D) shall continue beyond and survive the expiration or termination of this Agreement.

(E) Approval of Federal, State, or Local Requirements.

(i) Limitation of Liability. Notwithstanding any other provisions of this Agreement, where the approval and standards of any federal, state, or local agency, authority, commission, or body, providing funding or reimbursement, in whole or in part, for the Services is required, the County shall not be liable for any payment or compensation to the Vendor until the

Services rendered by the Vendor meet such approval or standards.

(ii) Deduction for Failed Application for Revenue. If the

Federal Government, State Government, or other entity upon whom the County relies for revenue for the payment of obligations under this Agreement fails

County of Rockland Standard Agreement for Services (ver. 6/22) 1 of 17 to approve any grant, aid, or reimbursement to the

County due to any act or failure to act by the Vendor, the County reserves the right to deduct and withhold such amount from any future amount due to the

Vendor under this Agreement or any other

Agreement with the County.

(iii) Assistance in Obtaining Funding. The Vendor shall provide all reasonable assistance to the County, including providing such information and executed documents or certifications as may be required to aid the County in obtaining grants, aid, or reimbursement usable by the County for payments to the Vendor under this Agreement. If the Vendor fails to cooperate in processing claims for payment by Medicaid, or any other third-party payer, resulting in the disallowance of such claim, the County may deduct and withhold such amount that has not been reimbursed from any monies due to the Vendor.

(F) Disallowance. Should the state, federal, or any other governmental agency required to approve the funding or expenditures under this Agreement disallow any of the Vendor’s expenditures, the Vendor shall hold harmless and indemnify the County and all other applicable governmental agency for the total amount of such disallowance. If the County must make the reimbursement to the Federal Government or State

Government as a result of a disallowance, the County shall have the right to withhold any future payments to the Vendor to recoup the amount of such disallowance reimbursement and retain all other remedies provided by law.

(G) Property Tax Escrow.

(i) Under the County Executive Order 3 of 2015, if at the time of the execution or during the Term of this

Agreement the Vendor comes to owe or owes property taxes to the County, the County shall hold all payments due under the Agreement, as they become due, in a non-interest-bearing account. Unless prohibited by law, the monies due from the County shall be held until the Vendor pays in full all property taxes, including all accrued penalties and interest owed to the County. Upon the Vendor’s payment in full of all property taxes due to the County, including all accrued penalties and interest, all held funds will be paid to the Vendor as soon as practicable.

(ii) The County shall notify the Vendor upon determining to hold payments. At the Vendor’s request, the County shall provide an accounting of held funds once per calendar month at a maximum.

(iii) The held funds may be applied towards any payment that fully satisfies all outstanding Vendor’s County property tax debts, including all accrued penalties and interest. If the County holds an auction to satisfy the Vendor’s property tax debt, and upon the closing of the sale after the auction, there remains a deficiency, the County shall apply the held funds to such deficiency, but no more than necessary to make the County whole. The County shall pay the Vendor all remaining amounts of the held funds as soon as practicable.

(iv) The remedy under this section 3(G) shall not be deemed a waiver of any other remedy available to the

County or bar other means of collecting the property tax debt due to the County.

(H)This Agreement is not a general obligation of the

County. Neither the full faith and credit nor the taxing power of the County is pledged to the payment of any amount due or to become due under this Agreement.

4. ORDER OF PRECEDENCE. Any inconsistency in this

Agreement between the Face Page, the Standard Terms, schedules, attachments, or riders shall be resolved by giving precedence to the Face Page and the Standard

Terms for Contract; provided, however, if any of the attachments or riders contain more stringent terms than the Standard Terms, then the more stringent terms shall be controlling.

5. VENDOR’S REPRESENTATIONS, WARRANTIES,

AND CERTIFICATIONS.

(A) The Vendor represents and warrants that:

(i) its execution, delivery, and performance of this

Agreement have been duly authorized by all necessary corporate action on its part;

(ii) it has all necessary power and authority to execute, deliver and perform its obligations under this

Agreement;

(iii) once executed and delivered, this Agreement will constitute its legal, valid, and binding obligation, enforceable in accordance with the terms of this

Agreement;

(iv) it, its employees, agents, and subcontractors possess the experience, knowledge, and skills necessary to perform the Services and have, and shall maintain in good standing, the requisite federal, state, and local licenses, permits, registration, certifications, as applicable, and all other qualifications necessary to perform the Services competently; and

(v) the Copyright Materials (as defined in subsection

12(A)(i) below):

County of Rockland Standard Agreement for Services (ver. 6/22) 2 of 17

(a) are wholly original materials not published elsewhere (except for materials in the public domain);

(b) do not violate any copyright laws;

(c) do not constitute defamation or invasion of the right of privacy or publicity; and

(d) are not an infringement, of any kind, on the rights of any third party.

(e) To the extent the Copyright Materials incorporate any non-original material, the Vendor represents and warrants that it has obtained all necessary permissions and clearances, in writing, for the use of such non-original material in connection with this

Agreement and will provide copies of such permissions and clearances to the County upon execution of this Agreement.

(B) MacBride Fair Employment Principles. In accordance with and to the extent required by § 140-3.7 of the

Procurement Policy, the Vendor certifies that the

Vendor and any individual or legal entity that holds a ten percent (10%) or greater ownership interest in this

Agreement and any individual or legal entity that holds a ten percent (10%) or greater ownership interest in the

Vendor either have no business operations in Northern

Ireland or shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair Employment

Principles relating to nondiscrimination in employment and freedom of workplace opportunity regarding such operations in Northern Ireland, and shall permit independent monitoring of the compliance with such principles. This provision is a material condition of this

Agreement.

(i) The MacBride Fair Employment Principles do not apply if the Vendor is a not-for-profit corporation.

(C) International Boycott. The Vendor certifies that the

Vendor and any individual or legal entity in which the

Vendor holds a ten percent (10%) or greater ownership interest and any individual or legal entity that has a ten percent (10%) or greater interest in this Agreement does not engage in any boycott, divestment and sanctions activities in violation of the provisions of the Federal

Export Administration Act of 1979, as in effect at any given time, 50 U.S.C. Appendix §§ 2401 et seq. (“Export

Administration Act of 1979”), or the United States

Department of Commerce regulations promulgated thereunder. This provision is a material condition of this

Agreement.

(i) Upon the final determination by the United States

Department of Commerce or any other agency of the

United States as to, or conviction of, the Vendor or a substantially- ofcompanyaffiliatedowned participation in an international boycott in violation of the provisions of the Export Administration Act of

1979 or the regulations promulgated thereunder, the

Director of Purchasing may at their discretion render forfeit and void this Agreement.

(D) Gratuities and Kickbacks.

(i) It shall be unethical for the Vendor or its officers, employees, agents, subcontractor, and assignees to offer, give, or agree to give any current or former

County employee or for any current or former County employee to solicit, accept or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase request, influencing the content of any specification or advice,ofrenderingstandard,procurement investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim, or controversy, or other particular matter, pertaining to any program requirement or a contractor or subcontractor, or any solicitation or proposal therefor.

(ii) It shall be unethical for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated with them as an inducement for the award of a subcontract or order.

(E) The Vendor, by signing this Agreement, warrants and represents that this Agreement has not been solicited, secured, or prepared directly or indirectly in a manner contrary to the laws of the State of New York and the

County of Rockland and that said laws have not been violated and shall not be violated as they relate to the procurement or performance of the Agreement by any conduct including the paying or giving of any fee, commission, compensation, gift, gratuity or consideration of any kind, directly or indirectly, to any

County employee, officer or official.

6. RECORDS, REPORTS, INSPECTIONS, AND

AUDITS.

(A) Books and Records.

(i) The Vendor shall establish and maintain complete and accurate separate books, records, documents, accounts, and other evidence, electronic or hard copy, pertinent to performance under this Agreement

(collectively, “Records”).

County of Rockland Standard Agreement for Services (ver. 6/22) 3 of 17

(ii) The Vendor shall utilize accounting procedures and practices per GAAP (Generally Accepted Accounting andPractices) the recordkeepingCounty requirements, with each transaction documented and properly reflecting all direct and indirect costs of any nature expended in the performance of this

Agreement.

(B) Retention of Records.

(i) The Vendor agrees to retain the Records for the balance of the calendar year in which they were made plus six (6) additional years after the final payment or expiration or termination of this Agreement, or for a period otherwise prescribed by law whichever is later. The County and any other person or entity authorized to conduct an examination, as well as the department(s) or agencies involved in this

Agreement, shall have access to the Records during regular business hours at the Vendor’s office within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within

Rockland County, for the term specified above for inspection, auditing, and copying.

(ii) The County is subject to the requirements of the New

York State Freedom of Information Law (“FOIL”)

Article 6 sections 84-90. The Vendor shall assist and cooperate with the County, at no cost or expense to the County, to enable the County to comply with its

Records disclosure obligations under FOIL relating to this Agreement. The County shall take reasonable steps to protect from public disclosure any of the

Records which are exempt from disclosure under section 87 of Article 6 of FOIL (“Statute”) provided that:

(a) the Vendor shall timely inform an appropriate

County official, in writing, that said records should not be disclosed;

(b) said records shall be sufficiently identified; and

(c) designation of said records as exempt under the

Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the

County’s right to discovery in any pending or future litigation.

(iii) No compensation or fee for the Services will be due or paid to the Vendor unless or until all financial statements, or such other documents or information concerning the performance of this Agreement, are provided upon the County’s demand.

(C) Inspections. The County shall have the right to have the County representatives present to observe the

Services. If observation of particular services or activity would constitute a waiver of a legal privilege or violate the law or an ethical obligation under the New York

Rules of Professional Conduct for attorneys, National

Association of Social Workers Code of Ethics, or other similar code governing the provision of a profession’s services in the New York State, the Vendor shall promptly inform the County. Such restriction shall not be used to prevent the County representatives from inspecting the provision of Services in a manner that allows the County representatives to ensure that the

Services are being performed in accordance with this

Agreement.

(D) Audit. This Agreement and the Records, including all vouchers and invoices presented for payment and the related documents upon which such vouchers and invoices are based, are subject to audit by the County, the State of New York, the federal government, and other persons duly authorized by the County. Audits may include examining and reviewing the source and application of all funds from the County, state, Federal

Government, or otherwise. The Vendor shall not be entitled to the final payment under this Agreement until the Vendor has complied with this section 6(D) requirement. Failure to submit to such audit shall be deemed a material breach of this Agreement.

(E) Reports. Upon request, the Vendor shall submit to the County, within ten (10) business days, statistical, financial, and other reports related to the performance of this Agreement. This Article 6 shall survive the termination or expiration of this Agreement, or the date of the last payment tendered, whichever occurs latest, by six (6) years.

7. INDEMNIFICATION.

(A) Indemnification. The Vendor agrees to the fullest extent permitted by law to defend, indemnify and hold harmless the County, including its officials, employees, and volunteers, from and against all claims, including appeals (even if the allegations of the claim are meritless), judgments for damages concerning any injuries, including mental anguish, or death to any person or damage to any property, and costs and expenses to which the County or its officials, employees, or volunteers may be subject to or which they may suffer or incur allegedly arising out of any of the operations of the Vendor or its subcontractors under this Agreement to the extent resulting from any negligent act of commission or omission, any intentional tortious act, or the failure to comply with the law or any of the requirements of this Agreement. If the facts or law relating to any of the preceding would preclude the County or its officials, employees, and/or

County of Rockland Standard Agreement for Services (ver. 6/22) 4 of 17 volunteers from being fully indemnified by the Vendor, the County, its officials, employees, and volunteers shall be partially indemnified by the Vendor to the fullest extent permitted by law.

(B) Infringement Indemnification. The Vendor agrees to the fullest extent permitted by law to defend, indemnify and hold harmless the County, including its officials, employees, and volunteers, from and against all claims, including appeals (even if the allegations of the claim are meritless and regardless of whether or not the alleged claim arises out of compliance with the

Services), judgments for damages, and costs and expenses to which the County or its officials, employees and volunteers may be subject to or may suffer or incur arising out of any infringement, violation, or unauthorized use of any copyright, trade secret, trademark or patent or any other property or personal right of any third party by the Vendor or its employees, agents, or subcontractors in the performance of this

Agreement. If the facts or law relating to any of the preceding would preclude the County or its officials, employees, or volunteers from being fully indemnified by the Vendor, the County, its officials, employees, and volunteers shall be partially indemnified by the Vendor to the fullest extent permitted by law.

(C) Actions by or Against Third Parties. If any claim is made or any action brought in any way relating to this

Agreement other than an action between the County and the Vendor, the Vendor shall diligently render to the County without additional compensation all assistance that the County may reasonably require of the Vendor in connection to such claim or action.

(D) Payments Withheld. If any claim is made or any action is brought against the County for which the

Vendor may be required to indemnify the County under this Agreement, the County shall have the right to withhold further payments under this Agreement for set-off in sufficient sums to cover the said claim or action.

(i) The County may, at its option, withhold for purposes of set-off any monies due to the Vendor under this

Agreement up to the amount of any disallowances or questioned costs resulting from any audits of the

Vendor or to the amount of any overpayment to the

Vendor concerning this Agreement.

(E) Insurance Set-off. The County shall not impose a set-off if an insurance company that provided insurance under Schedule C has accepted the County’s tender of the claim or action without a reservation of rights. At its own discretion, the County reserves the right to set off any Vendor’s applicable deductible or self-insured retention.

(F) The County’s rights and remedies provided in sections

7(D) and 7(E) above are not exclusive and are additional to any other rights and remedies provided by this

Agreement or law.

(G) The Vendor’s obligation to indemnify, defend and hold harmless the County and its officials, employees, and volunteers shall not be limited in any way by the

Vendor’s obligations to obtain and maintain insurances required by Schedule C or adversely affected by any failure on the part of the County or its officials or employees to avail themselves of the benefits of such insurance.

(H)The Vendor shall report to the County in writing within three (3) business days of the initiation by or against the

Vendor of any legal action or proceeding relating to this

Agreement.

(I) The indemnification provisions of this Article 7 are for the protection of the County, including its officials, employees, and volunteers, and shall not establish, by themselves, any liability to third parties; the provisions shall survive the termination of this Agreement.

8. INSURANCE.

(A) At its sole cost and expense, the Vendor shall maintain the types of insurance if and as indicated in attached hereto Schedule C and, if applicable, Attachment A

(with the minimum limits and special conditions specified) at all times during the Term including any applicable guaranty period. All insurance shall meet the requirements outlined in Schedule C and this Article 8 except for the insurance coverage waived by

Attachment A if any. Whenever it is indicated the insurance coverage has to be “at least as broad” as a specified form (including all ISO forms), there is no obligation for that specific ISO form to be used, provided the Vendor can demonstrate the alternative form or endorsement contained in its insurance policy provides coverage at least as broad as the specified form.

(B) The policies and policy endorsements shall provide that the insurance shall not be canceled or terminated without thirty (30) days prior written notice to the

County.

(C) The limits of coverage for all types of insurance required by Schedule C, including for the County, including its officials, employees, and volunteers, as additional insured, shall be the greater of the minimum limits

County of Rockland Standard Agreement for Services (ver. 6/22) 5 of 17 stated in Schedule C or the limits provided to the

Vendor as named insured under all primary, excess, and umbrella policies of that type of coverage.

(D) Proof of Insurance. For each insurance policy required by Schedule C, the Vendor shall submit to the

County within ten (10) calendar days of the award or signing of this Agreement, whichever occurs first, proof of insurance in acceptable form as detailed on Schedule

C and, where applicable, proof that the County, including its officials, employees, and volunteers is named as an additional insured.

(E) Notices.

(i) Whenever notice of loss, damage, occurrence, accident, claim, or suit is required under any of the insurance policies required by Schedule C, the

Vendor shall provide the insurance carrier with timely notice thereof on behalf of the County

(“Notice”). Notice shall be given even if the Vendor may not be covered under such insurance policy if this Agreement requires the County to be named an additional insured (e.g., where one of the Vendor’s employees was injured). The Notice shall expressly specify that “this notice is being given on behalf of the officialsincluding itsRockland,ofCounty , employees, and volunteers, as additional insured,” and contain the following information to the extent known by the Vendor: the insurance policy number;

the named insured’s name; the date and location of the damage, occurrence, or accident; the identity of the persons or property injured, damaged, or lost; and all other pertinent information known to the Vendor at the time of providing such Notice.

(a) The Vendor shall concurrently send a copy of such

Notice to the County of Rockland, Department of

Insurance, 50 Sanatorium Rd, Bldg. A Room 724, Pomona, NY 10970.

(ii) If the Vendor receives notice or has knowledge from an insurance carrier or another person that any insurance policy required by Schedule C shall expire or be canceled or terminated for any reason, the

Vendor shall immediately forward a copy of such notice, or if no notice is available, provide its own notice, to the County as required in Article 24.

(iii) The Vendor’s failure to comply with the Notice requirements stated in section 8(E) shall result in the

Vendor indemnifying the County, including its officials, employees, and volunteers, for all losses, judgments, settlements, and expenses, including reasonable attorneys’ fees, arising out of insurer’s disclaimer of coverage based on late or lack of Notice

(F) At any time that any insurance required by Schedule C is not in effect, the Vendor shall be in material breach of this Agreement. Such material breach shall not be waived or excused by any action or inaction by the

County at any time. The County will be entitled to liquidated damages of One Thousand Dollars

($1,000.00) per calendar day for the period that any one or more of the required insurance coverages are not in effect.

(G) Insurance coverage in the minimum amounts required by Schedule C shall not relieve the Vendor or its subcontractors of any liability under this Agreement, nor shall it preclude the County from exercising any rights or taking such other actions available to it under any other provisions of this Agreement or law.

(H)The Vendor waives all rights against the County, including its officials, employees, and volunteers, for any damages or losses that are covered under any insurance required by Schedule C or any other insurance applicable to the Vendor’s and its subcontractors’ operation in connection with this

Agreement, regardless if such insurance is actually procured or claims are paid thereunder.

(I) The Vendor shall require its subcontractors to maintain insurance in connection with performance under this

Agreement and requires such subcontractor to list the

Vendor as an additional insured under such insurance, and shall ensure that the subcontractor’s insurance contains an additional insured endorsement listing the

“County of Rockland, including its officials, employees, and volunteers, as an additional insured” with coverages at least as broad as required of the Vendor by

Schedule C.

9. PROTECTION OF COUNTY PROPERTY AND

OTHER PRECAUTIONS.

(A) The Vendor assumes the risk of and shall be responsible for any loss or damage to the County’s property, including property and equipment leased by the

County, used in the performance of this Agreement, where such loss or damage is caused by negligence, any tortious act, or failure to comply with the provisions of this Agreement or of law by the Vendor, its officers, employees, agents, and subcontractors.

(B) The Vendor shall take all reasonable precautions to protect all persons and the property of the County and others from injury, damage, and loss resulting from the

Vendor’s and its subcontractors’ performance of the

Services.

County of Rockland Standard Agreement for Services (ver. 6/22) 6 of 17 by or on behalf of the County.

10. LABOR PROVISIONS.

(A) Independent Vendor Status. The Vendor and the

County agree that the Vendor is an independent contractor and not a County employee, subsidiary, affiliate, division, department, agency, office, or unit.

Accordingly, the Vendor and its employees, officers, and agents shall not, because of this Agreement or any performance under or in connection with this

Agreement, assert the existence of any relationship or status on the part of the Vendor concerning the County that differs from or is inconsistent with that of an independent contractor.

(B) Employees and Subcontractors. All persons employed by the Vendor and all the Vendor’s subcontractors, including, without limitation, consultants and independent contractors that are retained to perform

Services, are neither employees of the County nor under contract with the County. The Vendor, not the County, is responsible for their work, direction, compensation, and personal conduct while the Vendor is engaged under this Agreement. Nothing in this Agreement, and no entity or person’s performance under or in connection with this Agreement, shall create any relationship between the County and the Vendor’s employees, agents, subcontractors, or subcontractor’s employees or agents, including without limitation, a contractual relationship, employer-employee relationship, or quasi-employer/quasi-employee relationship, or impose any liability or duty on the

County on account of the acts, omissions, liabilities, rights or obligations of the Vendor, its employees or agents, its subcontractors, or its subcontractors’ employees or agents; or for taxes of any nature; or any right or benefit applicable to an official or employee of the County or any Vendor’s officer, agent, or employee, or any other entity.

(C) Removal of Individuals Performing Work. The Vendor shall not have anyone perform the Services who is not competent, faithful, skilled, and where required by law, licensed and certified in the work they shall be employed. Whenever the County shall inform the

Vendor that any individuals in the County’s opinion are incompetent, unfaithful, or unskilled, such individual shall no longer perform the Services.

(D) Minimum Wage. Except for those employees whose minimum wage is required to be fixed per New York

Labor Law §§ 220 or 230, all persons employed by the

Vendor in the performance of the Services shall be paid, without subsequent deduction or rebate, unless

County of Rockland Standard Agreement for Services (ver. 6/22) 7 of 17 expressly authorized by law, not less than the minimum wage prescribed by law.

(E) Unlawful Discrimination in the Provision of Services.

The Vendor, its employees, agents, and subcontractors, in its performance of the Services, shall strictly adhere to Title VII of the Civil Rights Act, and the New York State Executive Law Article 15 Human

Rights Law, by not unlawfully discriminating against any person because of actual or perceived age, religion, creed, sex, gender, gender identity or gender expression, sexual orientation, partnership status, marital status, disability (as defined in the Americans

With Disabilities Act of 1990), presence of a service animal, race, color, national origin, alienage, citizenship status, or military status, or any other class of individuals protected by law from discrimination in public accommodations.

11. CONFIDENTIALITY.

(A)Definitions. For the purposes of this Article 11, the below terms shall have the prescribed meaning.

(i) “Confidential Information” means all material and information, whether written, oral or electronic, received by the Vendor from or through the County or any other person connected with the County or developed, produced, or obtained by the Vendor in connection with the performance of the Services, including samples, substances and other materials, conversations, correspondence, records, notes, reports, plans, drawings, specifications, and other documents in draft or final form, and any documentation or data relating to the results of any investigation, testing, sampling in a laboratory or other analysis and all conclusions, interpretations, recommendations, and comments relating to it.

(ii) “Breach of Security” shall mean the unauthorized disclosure or use by an employee or agent of the

Vendor or the unauthorized possession by someone other than an employee or agent of the Vendor of the

Confidential Information. Good faith or inadvertent possession of any Confidential Information by any employee or agent of the Vendor for the legitimate purposes in connection with this Agreement, and good faith or legally mandated disclosure of any

Confidential Information by any employee or agent of the Vendor for the legitimate purposes in connection with this Agreement shall not constitute a breach of security.

(B) Ownership of Confidential Information.

(i) All Confidential Information, including all copies thereof, is the exclusive property of the County regardless of whether it is delivered to the County.

The Vendor shall promptly deliver Confidential

Information and all copies thereof to the County upon request.

(ii) To the extent that copies of Confidential Information are authorized by the County to be retained by the

Vendor, they shall be kept in accordance with Article

6 above.

(C) The Vendor shall hold the Confidential Information confidential, both during the Term and after the completion or termination of this Agreement. The

Vendor shall maintain the confidentiality of the

Confidential Information as required by section 11(G) and by using a reasonable degree of care, at least the same degree of care that the Vendor uses to preserve the confidentiality of its own confidential information. The

Vendor shall not make available the Confidential

Information to any person or entity without the prior written approval of the County.

(D) The Vendor shall restrict access to Confidential

Information to persons who have a legitimate work-related purpose to access the Confidential Information.

The Vendor shall instruct its officers, employees, and agents to maintain the confidentiality of the

Confidential Information.

(E) The obligation under section 11(C) to hold Confidential

Information confidential shall not apply where the

Vendor is legally required to disclose Confidential

Information by a subpoena, court order, or otherwise

(“Disclosure Demand”), provided that the Vendor complies by:

(i) providing advance written notice to the County that it received a Disclosure Demand to disclose the

Confidential Information; and

(ii) if requested by the County, not disclose such

Confidential Information until the County has exhausted its legal rights, if any, to prevent disclosure of all or a portion of the Confidential Information.

(iii) The previous subsection shall not apply if the Vendor is prohibited by law from disclosing the Disclosure

Demand for such Confidential Information to the

County.

(F) The Vendor shall provide notice to the County within two (2) calendar days of the Vendor discovering any

Breach of Security of any data, encrypted or otherwise, in use by the Vendor that contains Confidential

Information, where such Breach of Security arises out of the acts or omissions of the Vendor, its employees, subcontractors, or agents. Upon discovering such a

Breach of Security, the Vendor shall take reasonable actions to remediate the cause(s) of such Breach of

Security and notify the County of such actions. In the event of Breach of Security, without limiting any other right of the County, the County shall have the right to withhold further payments under this Agreement for set-off in sufficient sums to cover the costs of:

(i) notifications and other actions mandated by any law, or administrative or judicial order, to address the breach, including any fines and disallowances imposed by the state or federal government as a result of the Breach of Security; and

(ii) credit monitoring services for the victims of the

Breach of Security by a national credit reporting reasonablecommerciallyotherandagency preventative measures.

(G) The Vendor shall keep all Confidential Information in a secure location within the Vendor’s offices. If the

Confidential Information is in an electronic format, it shall be password protected, encrypted if feasible, and protected using measures at least as broad as the

Vendor’s measures to protect its own confidential information.

(H)The County shall have the right, but not the obligation, to enter the Vendor’s offices to confirm that the Vendor has made the necessary arrangements to keep

Confidential Information secure. No inspection or failure to inspect by the County shall relieve the Vendor of the responsibility for complying with this Article 11.

(I) The Vendor shall notify the County immediately upon receipt by the Vendor of any request by anyone other than the County or any inquiry related to Confidential

Information. The Vendor is not prohibited from disclosing portions of Confidential Information if and to the extent that:

(i) such portions have become generally available to the public other than by any act or omission of the

Vendor; or

(ii) disclosure of such portions is required by subpoena, warrant, or an order from a court of competent jurisdiction. However, if anyone other than the

County requests all or a portion of Confidential

Information, the Vendor shall oppose such request and cooperate with the County in obtaining a protective order or another appropriate remedy unless and until the County in writing waives compliance with the provisions of this paragraph or

County of Rockland Standard Agreement for Services (ver. 6/22) 8 of 17 determines that disclosure is legally required. If such protective order or other remedy is not obtained or if the County waives compliance with this paragraph or determines disclosure is legally required, the Vendor shall disclose only such portions of the Confidential

Information that, in the opinion of the County, the

Vendor is legally required to disclose. The Vendor shall use its best effort to obtain from the party to whom Confidential Information has been disclosed a written assurance that confidential treatment will be given to such portions of disclosed Confidential

Information to the extent permitted by law.

(iii) At the written request of the County, the Vendor shall obtain from each of its subcontractors and each officer, director, agent, or employee of the Vendor or

AgreementConfidentialityasubcontractorits running to the benefit of the County, substantively identical to this paragraph, before the performance of the Services.

(J) In the event of a breach of this Article 11, the County may seek damages for the disclosure of Confidential

Information. In the alternative, at the County’s sole option, the County may seek liquidated damages in the amount of One Thousand Dollars and Zero Cents

($1,000.00) for each document or record containing that theConfidential Information Vendor has improperly disclosed.

(K) The Vendor’s obligations and those of its employees, agents, subagencies, successors, and assigns under this

Article 11 shall survive the completion of the Services or the expiration or termination of this Agreement.

12. INTELLECTUAL PROPERTY OWNERSHIP.

(A) Copyrights and Ownership of Work Product.

(i) reports, photographs,data,documents,All deliverables, and other materials produced in connection with the Services (“Copyright Materials”), and all drafts and other preliminary materials in all formats related to such items, shall upon their creation become the County’s property exclusively unless a Copyrights and Ownership of Work Product

Rider is attached to this Agreement, in which case the modified terms of such Rider shall take precedence over the terms of this Article 12 to the extent specified in the Rider.

(ii) All Copyright Materials shall be considered “work made for hire” as defined in § 101 of the United States

Copyright Act, 17 U.S.C. § 101. The County shall be the copyright owner of the Copyright Materials and all aspects, elements, and components thereof which are covered by the copyright protection. To the extent the Copyright Materials do not qualify as “work made for hire,” the Vendor hereby irrevocably transfers, assigns, and conveys to the County the exclusive copyright ownership in and to the

Copyright Materials, free and clear of any liens, claims, or other encumbrances. The Vendor agrees not to retain copyright or intellectual property interest in the Copyright Materials. The Copyright

Materials shall be used by the Vendor only in the performance of this Agreement unless the Vendor obtains written permission from the County for another use of the Copyright Materials. The County may grant the Vendor a license to use the Copyright

Materials on terms as determined by the County and outlined in the license.

(iii) The Vendor acknowledges that the County may, in its sole discretion, register copyright in the Copyright

Materials with the United States Copyright Office or any other government agency authorized to grant copyright registrations. The Vendor shall fully cooperate in this effort and agrees to provide all documentation necessary to accomplish such registration.

(iv) If this Agreement is funded with federal or state funds as indicated on the Face Page, the Federal and State

Government reserves a royalty-free, non-exclusive, irrevocable license to reproduce, publish, and otherwise use and to authorize others to use, for

Federal or State Government purposes, the Copyright

Materials.

(v) If the Vendor publishes any material that concerns any aspect of the Services performed, the County shall have a royalty-free, non-exclusive, irrevocable license to reproduce, publish, or otherwise use such material for County governmental purposes.

(B) Patents and Inventions. The Vendor shall promptly and fully report to the County any discovery or invention arising out of or developed in the course of performance of this Agreement. If this Agreement is funded with federal or state funds as indicated on the Face Page, the

Vendor shall promptly and fully report to the federal government for the federal government to determine whether patent protection on such invention shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered to protect the public interest.

(C) Pre-Existing Rights. In no case shall paragraphs (A) and

(B) above apply to or prevent the Vendor from asserting or protecting its rights in any discovery, invention, report, document, data, photograph, deliverable, or

County of Rockland Standard Agreement for Services (ver. 6/22) 9 of 17 other material in connection with or produced pursuant to this Agreement that existed before or was developed or discovered independently from the activities directly related to this Agreement.

(D) Antitrust. The Vendor hereby assigns, sells, and transfers to the County all rights, title, and interests in and to any claims and causes of action arising under the antitrust laws of the State of New York and the United

States relating to the Services.

13. ASSIGNMENT AND SUBCONTRACTING.

(A) Assignment.

(i) The Vendor must not assign, transfer, convey or otherwise dispose of in this Agreement, or the right to execute it, or the right, title, or interest in or to it or any part of it, or assign, by the power of attorney or otherwise, any of the monies due or to become due under this Agreement, without the prior written consent of the County. Any such assignment, transfer, conveyance, or other disposition shall be deemed void without prior written consent.

(ii) Before entering into such assignment, transfer, conveyance, or other disposals of this Agreement, the

Vendor shall submit to the County a written request for approval providing the name and address of the proposed assignee. Upon request of the County, the

Vendor shall provide information demonstrating that the proposed assignee has the necessary facilities, skill, integrity, experience, and financial resources

(“Qualifications”) to perform the Services in accordance with the terms and conditions of this

Agreement. The County shall make a final determination in writing, approving or disapproving the proposed assignee after receiving all requested information (“Assignee Approval”).

(iii) Failure to obtain the Assignee Approval may result in the revocation and annulment of this Agreement at the option of the County. The County shall thereupon be relieved and discharged from any further liability and obligation to the Vendor, its assignees, or transferees, who shall forfeit all monies earned under this Agreement, except so much as necessary to pay the Vendor’s employees.

(iv) At the County’s sole discretion, this Agreement may be assigned, in whole or in part, by the County to any corporation, agency, or instrumentality having authority to accept such assignment. The County shall provide the Vendor with written notice of any such assignment.

(B) Subcontracting.

(i) The Vendor may subcontract a portion of the Services, provided that no more than fifty percent (50%) percent of the Services shall be cumulatively subcontracted, as follows:

(a) Approval when the subcontract is less than

$10,000.00. The County hereby grants approval for all subcontractors providing the Service under a subcontract with the Vendor in an amount that does not exceed Ten Thousand Dollars and Zero Cents

($10,000.00) of the total compensation due under the

Agreement. Upon County’s request, the Vendor must submit reports to the County listing all such subcontractors.

(b) Approval when the subcontract is greater than

$10,000.00. The Vendor shall not enter into any subcontract for an amount greater than Ten

Thousand Dollars and Zero Cents ($10,000.00) of the total compensation due under the Agreement without the prior approval of the subcontract by the

County.

1. Before entering into any subcontract for an amount greater than Ten Thousand Dollars and Zero Cents

($10,000.00) of the total compensation due under the Agreement, the Vendor shall submit a written request for the approval of the proposed subcontractor to the County giving the name and address of the proposed subcontractor, the portion of the Services that the subcontractor is to perform, and the estimated cost of…