2027-2029 Disposal Bid-Final.pdf

SCHUYLER COUNTY

Disposal & Recycling Service

REQUEST FOR BID

January 1, 2027 – December 31, 2029

SUBMIT SEALED BID BEFORE THE DUE DATE AND TIME TO THE ADDRESS BELOW

WHERE THEY WILL BE PUBLICLY OPENED AND READ

Bid Due Date: 10:00 a.m., Thursday, October 29, 2026

Bid Opening: 10:15 a.m., Thursday, October 29, 2026

Place: Schuyler County Legislative Chambers

105 Ninth Street

Watkins Glen, NY 14891

Schuyler County Disposal & Recycling Service Request for Bid

NOTICE TO BIDDERS

Sealed bids must be received prior to 10:00 a.m. Thursday, October 29, 2026, at the Schuyler County Legislative

Office, 105 Ninth Street, Watkins Glen, NY 14891. Bids will be opened Thursday, October 29, 2026, at 10:15 a.m. and considered by the Management & Finance Committee and the Schuyler County Legislature at one or more later dates.

Bid forms and specifications may be obtained at the Schuyler County Purchasing office located at 323 Owego

Street – Room 149, Montour Falls, NY 14865, on New York State Contract Reporter, BidNet and at www.schuylercounty.us (Purchasing Department - Bids & RFPs).

Schuyler County Purchasing is requesting bids for the removal of non-hazardous solid waste and recycled material from three (3) Schuyler County owned locations. Bid award shall be for the period beginning January 1, 2027, through December 31, 2029.

Locations are as follows:

Schuyler County Office Building Schuyler County Human Services Complex

105 Ninth Street 323 Owego Street

Watkins Glen, NY 14891 Montour Falls, NY 14865

Schuyler County Highway Department

910 S. Decatur Street

To be considered, bids must be submitted on Schuyler County bid forms and delivered in a sealed opaque envelope. Faxed, emailed and/or electronically transmitted bids shall not be accepted.

http://www.schuylercounty.us/

General Provisions of Laws Covering Workers on Article 9 Public Work Contracts

Wages and Supplements

The wages and supplements to be paid and/or provided to laborers, workers, and mechanics employed on a public work project shall not be less than those listed in the current Prevailing Rate Schedule for the locality where the work is performed.

The Commissioner of Labor makes an annual determination of the prevailing rates, which are in effect from July 1st through

June 30th of the following year. The annual determination is available on the NYSDOL website www.labor.ny.gov .

The Department of Jurisdiction (Contracting Agency/Schuyler County) awarding a public work contract must obtain a

Prevailing Rate Schedule listing the hourly rates of wages and supplements due the workers to be employed on a public work contract; the successful bidder shall comply with the current prevailing labor rates (See Schedule 1.)

Payment of invoices is contingent upon receipt of payroll records verifying wages paid are in accordance with Prevailing

Rate Schedule; payroll records MUST be submitted with invoices.

Invoices shall be submitted to: Schuyler County Purchasing

323 Owego Street – Unit 9

Montour Falls, NY 14865

Schuyler County issues checks twice a month. Vendor may bill by individual monthly invoice, referencing the service location, or a singular monthly invoice, referencing the service location and the charge associated with each location.

Disposal Service Bid

Specifications

County Office Building

(1) 6 yd, front load or equivalent, container Municipal solid waste removed three (3) times per week.

Human Services Complex

(1) 6 yd, front load or equivalent, container Municipal solid waste removed two (2) times per week.

Highway Department

(1) 6 yd, front load or equivalent, container Municipal solid waste removed once (1) per week.

http://www.labor.ny.gov/

Recycling Service Bid

Specifications

County Office Building

(1) 4 yd, front load or equivalent, container. Removal of cardboard, office papers, magazines, tin, plastic, and glass recycling two (2) times per week.

Human Services Complex

(1) 6 yd, front load or equivalent, container. Removal of cardboard, office papers, magazines, tin, plastic, and glass recycling two (2) times per week.

Information to Vendors

1. Each vendor shall be prepared, if requested, to furnish evidence, including documentary evidence, to establish proof of financial responsibility and ability to perform the contract if awarded.

2. Acceptance of vendor(s) proposal shall obligate the vendor(s) to provide the contracted services within the specifications and for the time period described herein.

3. Proposal pricing shall remain in effect for the duration of the contract.

4. Schuyler County reserves the right to cancel the contract, with thirty (30) days written notice in the event of vendor(s) inability to properly perform the contracted services.

5. Cancellation Due to Non-Appropriation of Funds – Schuyler County reserves the right to cancel the contract in the event that the County Legislative, during the enactment of the County Budget, fails or declines to appropriate money for the continuation of the contract(s). And if this agreement is funded in whole or in part by state or federal grant funds, payment to the contractor is contingent upon the receipt of such funds by the county. If funding is reduced or eliminated during the term hereof, the county’s obligation shall be proportionately affected.

6. Schuyler County Legislature reserves the right to accept or reject any or all bids in the best interest of Schuyler

County.

7. Any bid award will be made within forty-five (45) days after the bid opening.

General Conditions

1. Award(s) shall only be made to bids submitted by qualified, responsive, and responsible bidders who sufficiently meet the terms, conditions, and specifications stated herein. However, under all circumstances and all statements to the contrary notwithstanding, Schuyler County reserves as its right, the right to determine award(s)/awardee(s) in accordance with the best interest of Schuyler County.

2. Schuyler County Local Law 1-2014 authorizes a Best Value Award methodology for purchase contracts, which optimizes quality, cost and efficiency, among responsive and responsible offerors.

3. A Bidder should note that “Appendix A, Standard Clauses for Schuyler County Contracts” and “Appendix B, Minimum Insurance Standards for Schuyler County Contracts”, attached hereto, are hereby expressly made a part of this Bid Document as fully as if set forth at length herein. All such appendices shall be incorporated into the resulting contract. Any alterations, changes, redactions or deletions to such appendices by a bidder shall be deemed to render the bid non-responsive.

4. For purposes of “Appendix B, Minimum Insurance Standards for Schuyler County Contracts,” the successful bidder shall be deemed a “Category II” contractor under the “County Insurance Requirements for All Contractors” and shall maintain and provide proof of insurance in accordance with said standards and the terms and conditions of this Bid Document and all appendices.

5. Vendor(s) will submit certificates of insurance with bid.

6. Invoices shall be clearly defined as to location and appropriate charge. Unclear or unreadable invoices will be returned to the vendor for clarification. Payment of invoices is contingent upon receipt of payroll records verifying wages paid are in accordance with Prevailing Rate Schedule; payroll records MUST be submitted with invoices.

7. No charge will be allowed for Federal, State, or Municipal sales and/or excise tax. Schuyler County is exempt from any such taxes.

8. Bidder is to return pages ten (10) through thirteen (13) along with insurance certificates.

Submit bid in a sealed envelope clearly marked “Sealed Bid - Disposal/Recycling Service” prior to October 29, 2026, 10:00 a.m.

FAXED/EMAILED PROPOSALS WILL NOT BE ACCEPTED.

Submit to:

Schuyler County Legislature

105 Ninth Street

9. The successful bidder, upon being notified of the bid award, shall be expected to execute a written contract with the County in the form essentially annexed hereto, together with the aforesaid appendices and these bid documents as an Exhibit.

10. The successful bidder, upon being notified of the bid award, shall be expected to execute a written contract with the County in the form essentially annexed hereto, together with the aforesaid appendices and these bid documents as an Exhibit.

SCHEDULE 1

PREVAILING WAGE SCHEDULE

FOR ARTICLE 9 PUBLIC WORK PROJECT

Location: Schuyler County

Project Type: Disposal/Recycling Service

PRC#: 2026901867

Effective dates of schedule provided by NYS DOL: January 1, 2027 – December 31, 2029

A unique Prevailing Wage Case Number (PRC#) has been assigned to the schedule(s) for this project.

The current schedule(s) of the prevailing rates and prevailing hourly supplements for the project referenced above may be accessed at the New York State Department of Labor website at www.labor.ny.gov . Updated PDF copies of your schedule can be accessed by entering the assigned PRC# at the proper location on the website. Rates can also be obtained by contacting the Department of Labor in Binghamton at (607) 721-8005.

If you do not have internet access, you may contact Schuyler County Purchasing at (607) 535-8188 to request a copy of the prevailing rate schedule provided for this project.

Please reference the topic of “Prevailing Wages” in the General Information section of this document.

http://www.labor.ny/

Sample Contract:

CONTRACT

BETWEEN

THE COUNTY OF SCHUYLER

AND

CONTRACTOR NAME

This Agreement, effective the day of , 20 , between the County of Schuyler, a municipal corporation of the State of New York, with its principal office at 105 Ninth Street, Watkins Glen, New York 14891 (hereinafter referred to as "County"), and [Contractor Name], (hereinafter referred to as “Contractor”), a(n) (CHOOSE ONE: (individual, partnership, limited liability company, society, association, joint stock company, corporation, not for profit corporation, governmental entity, etc.) with its principal office at FILL IN CONTRACTOR’S COMPLETE MAILING AND, IF

DIFFERENT, PHYSICAL ADDRESS.

Recitals

Whereas, the County desires to procure certain goods and/or services as described herein for the benefit of its operations and residents;

Whereas, the Contractor represents that it has the necessary expertise, resources, and qualifications to provide such goods and/or services in a professional and timely manner;

Whereas, the parties wish to set forth the terms and conditions under which the Contractor will provide the goods and/or services to the County, including payment, term, insurance requirements, and other obligations;

Now, Therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Description of Goods/ Services. Contractor will provide the following goods and/or services to the County: [FILL

IN AND DESCRIBE OR ATTACH AND DESCRIBE CONTRACT EXHIBIT (EX: Exhibit 1)]

2. County Agency. The goods and/or services above described shall be provided to/for the County for/at the following county department(s)/agency/agencies: (fill in)

3. Contract Amount. [FILL IN AND DESCRIBE OR ATTACH AND DESCRIBE CONTRACT EXHIBIT (EX:

Exhibit 2)]

4. Payment for Goods/Services. The County will pay as compensation to Contractor for the good/services described above, upon proper presentation of a detailed monthly invoice attached to a Schuyler County Voucher, or upon such other schedule as might be set forth and specified in the attachments hereto.

5. Contract Term. The term of this Agreement (the "Term") commences on the following (Effective Date)

20 and continues thereafter until 20 (Expiration Date), unless and until sooner terminated as provided in the annexed Appendix A, Section 8.

6. County Insurance Standards. Contractor is a “Category _ _ _ _ ” contractor under the “Minimum Insurance

Standards for Schuyler County Contracts” (“Appendix B”) and shall maintain and provide proof of insurance in accordance with said standards and the terms and conditions of this contract, including all attachments and/or appendices hereto.

7. Exhibits. The following exhibits are annexed hereto, incorporated by reference as if set forth more fully herein and shall govern all terms and conditions of this contract, except as might be contradicted by the main body of this contract and/or any appendices:

[fill in and number][If none, type, NA]

8. Appendices. The following appendices are annexed hereto, incorporated by reference as if set forth more fully herein and shall govern all terms and conditions of this contract:

APPENDIX A: Standard Clauses for All Schuyler County Contracts.

APPENDIX B: Minimum Insurance Standards for Schuyler County Contracts

APPENDIX C: Schuyler County Business Associates Addendum (if applicable; if not, delete).

9. Signatories. By their signatures below, each signatory certifies and affirms that he or she has read the entire contract

(including all exhibits, appendices and/or attachments hereto set forth and described above) and has the authority to bind their respective party to all terms and conditions (including all exhibits, appendices and/or attachments hereto set forth and described above) of the foregoing contract. This contract, and all the attachments thereto, will be relied upon by, and filed with, registered and/or recorded in or otherwise become a part of the records of, the County of

Schuyler.

In Witness Whereof, the parties, intending to be legally bound, have hereunto executed this agreement effective the day and year first written above.

The County of Schuyler Contractor

BY: [name] BY: Name:

Chair, County Legislature Title:

Uniform Form Certificates of Acknowledgment

(Within New York State)

For the County:

State of New York )

County of Schuyler ) ss.:

On the day of in the year before me, the undersigned, personally appeared [name], personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

For the Contractor:

State of New York )

County of ) ss.:

On the day of in the year before me, the undersigned, personally appeared

, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

APPENDIX A

STANDARD CLAUSES FOR SCHUYLER COUNTY CONTRACTS

PLEASE RETAIN THIS DOCUMENT

FOR FUTURE REFERENCE.

Effective 1/1/2026

STANDARD CLAUSES FOR SCHUYLER COUNTY CONTRACTS APPENDIX A

TABLE OF CONTENTS

Section Page

1. Relationship of Parties; Independent Contractor. 2

2. Non-Assignment Clause. 2

3. Executory Clause. 2

4. Performance and Invoicing Obligations. 3

5. Payment Terms; Prompt Auditing of Vouchers and Late Payment Provisions. 3

6. Set-Off Rights. 3

7. Tax Exemption. 3

8. Cancellation and Termination. 3

9. Safety. 4

10. Extensions, Renewals, Modifications. 4

11. “Lame Duck” Clause. 4

12. Force Majeure. 4

13. Insurance and Indemnification, Hold Harmless. 5

14. Workers’ Compensation and Disability Benefits Insurance. 5

15. Permits and Licensing 5

16. Records. 5

17. County Property Rights. 5

18. Identifying Information and Privacy Notification. 6

19. Proprietary Information. 6

20. Compliance with New York State Information Security Breach and Notification Act. 7

21. Prohibition on Purchase of Tropical Hardwoods. 7

22. International Boycott Prohibition. 7

23. Iran Divestment Act Requirements for Certain Contracts. 8

24. Non-Discrimination Requirements. 8

25. Compliance with Anti-Sexual Harassment Laws. 8

26. Wage and Hours Provisions for Certain Contracts. 8

27. Non-Collusive Bidding Certification for Certain Contracts. 9

28. Conflicts of Interest Prohibited. 9

29. Procurement Lobbying. 9

30. HIPAA Requirements for Certain Contracts. 9

31. Additional Terms and Conditions. Certain Department of Social Services Contracts. 9

32. Conflicting Terms. 10

33. Governing Law. 10

34. No Arbitration. 10

35. Giving of Notices. 10

36. Service of Process. 10

37. County Attorney’s Approval. 10

38. Admissibility of Reproduction of Agreement. 10

39. Descriptive Headings for Convenience Only. 10

40. Entire Agreement; Amendments. 10

41. No Waiver. 10

42. Survival of Certain Provisions 11

43. Electronic Signatures Binding 11

44. Execution. 11

45. Accuracy of Contractor Representations. 11

STANDARD CLAUSES FOR SCHUYLER

COUNTY CONTRACTS

The parties to the attached contract, license, lease, amendment, renewal or other agreement of any kind (hereinafter, “Agreement” or "Contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party to the Agreement other than the County of Schuyler [“the County”], whether a contractor, vendor, vendee, licenser, licensee, lessor, lessee or any other party):

1. RELATIONSHIP OF PARTIES; INDEPENDENT

CONTRACTOR. Contractor shall have the status of an independent contractor, and in accordance with such status, agrees that it will conduct itself in a manner consistent with such status, and that it will neither hold itself out as, nor claim that any of its officers or employees are officers or employees of the County by reason of this Contract. Nothing in this Contract is intended or should be construed in any manner as creating or establishing the relationship of copartners between the Parties or that the Contractor’s officers, members, partners, employees, staff or agents are employees of the County in any manner whatsoever. The Contractor and their staff are and shall remain independent and separate for all work performed under this Contract.

The Contractor represents and promises that it has secured at its own expense all persons required to perform the work required by this Contract. The Contractor’s officers, members, partners, employees, representatives and agents shall not be considered or deemed County employees or agents, nor shall the County be deemed a joint employer with Contractor, and any and all claims that may arise under the Workers’ Compensation Laws of the State of New York on behalf of said personnel or other persons while so engaged, and any and all claims whatsoever on behalf of any such person or personnel arising out of work performed under this Contract including, without limitation, claims of discrimination against the Contractor, its officers, members, partners, employees, or agents, shall in no way be the responsibility of the County. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents from any and all such claims regardless of any determination of any pertinent tribunal, agency, board, commission or court. The Contractor’s officers, members, partners, employees and agents shall not require nor be entitled to any compensation, rights or benefits of any kind whatsoever from the County for work performed under this Contract, including, without limitation, tenure rights, medical and hospital care, personal, sick and vacation leave, Workers’ Compensation, employee liability, Unemployment Compensation, disability, and severance pay. Contractor further agrees that it will not make against the County any claim, demand or application to or for any right or privilege applicable to an officer or employee of the County, including but not limited to workers' compensation coverage, unemployment insurance benefits, social security coverage or retirement membership or credit.

2. NON-ASSIGNMENT CLAUSE. In accordance with §

109 of the General Municipal Law, this Contract may not be assigned by Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the County’s previous written consent, and attempts to do so without such consent are null and void.

3. EXECUTORY CLAUSE. (A) All Contracts. In accordance with § 362 of the County Law, the County shall have no liability under this Contract to Contractor or to anyone else beyond funds appro-priated and available for this Contract. (B) Certain Installment Purchase Contracts. Further, in the case of an installment purchase contract, pursuant to General Municipal Law § 109-b, any such installment purchase contract is not a general obligation of the County. This Contract shall be deemed executory only to the extent of monies appropriated and available for the purpose of the Contract, and no liability on account thereof shall be incurred by the political subdivision beyond the amount of such monies. The installment purchase contract is not a general obligation of the County. Neither the full faith and credit nor the taxing power of the County are pledged to the payment of any amount due or to become due under such installment purchase contract. It is understood that neither this Contract nor any representation by any public employee or officer creates any legal or moral obligation to appropriate or make monies available for the purpose of the Contract.

4. PERFORMANCE AND INVOICING OBLIGATIONS. All goods to be delivered and/or services to be performed under this Contract shall be completed during the Term of this Contract, unless otherwise expressly agreed in writing by the parties or extended pursuant to the terms herein. The Contractor shall submit invoices for such goods and/or services within a reasonable time following delivery of the goods or performance of the services, but in no event later than sixty (60) days thereafter, unless a longer period is justified by circumstances and approved by the County. Invoices shall comply with all applicable requirements under New York State law, including but not limited to Article 11-A of the State Finance Law (if applicable to public entities) for prompt payment, and shall include detailed descriptions of the goods delivered and/or services performed, dates of delivery/performance, and supporting documentation as required. Failure to perform during the Term or to invoice within the specified timeframe may constitute a material breach, subject to remedies available under New York law.

5. PAYMENT TERMS; PROMPT AUDITING OF

VOUCHERS AND LATE PAYMENT PROVISIONS. (A)

Contractor shall submit an invoice to the Department for which goods/services are provided on a monthly basis. (B) Consistent with accepted business practices and with sound principles of fiscal management, the County shall audit vouchers and make payments expeditiously and subject to proper and reasonable financial oversight activities designed to ensure that the County receives the quality of goods and services to which it is entitled and to ensure that public funds are spent in a prudent and responsible manner. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by General Municipal Law § 3-a and General Municipal Law Art.

5-a, to the extent required by law.

6. SET-OFF RIGHTS. The County shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the County's option to withhold for the purposes of set-off any moneys due to Contractor under this Contract up to any amounts due and owing to the

County with regard to this Contract, any other contract with any County department or agency, including any contract for a term commencing prior to the term of this Contract, plus any amounts due and owing to the County for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The County shall exercise its set-off rights in accordance with normal County practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the County agency, its representatives, or the County Treasurer.

7. TAX EXEMPTION. Contractor acknowledges that:

New York State Tax Law exempts state governmental entities such as the County, from payment of sales and use taxes on purchases. Tax exemption numbers and Form ST-119.1, Exempt Organization Exempt Purchase Certificates are not issued to such governmental entities. Letter of evidence as issued by the New York State Department of Taxation and Finance is available upon request.

8. CANCELLATION AND TERMINATION. (A) The

Contractor and the County may mutually agree, in writing, to cancel or terminate this Contract at any time. (B) The County may terminate this Contract, in whole or in part, by providing written notice to the Contractor not less than thirty (30) days prior to the termination date, in the event of: (i) a material breach by the Contractor, including but not limited to failure to comply with any term or condition of this Contract or delivery terms; or (iii) the Contractor's appointment of a receiver, liquidator, or trustee in bankruptcy or other similar officer over any or all of its property or assets; or (iii) the Contractor's filing of a voluntary petition in bankruptcy; or (iv) the filing against the Contractor of an involuntary petition in bankruptcy which remains in effect for thirty (30) days; or (v) the Contractor voluntarily ceasing trading; or (vi) the Contractor merging with or being acquired by a third party; or (viii) the Contractor assigning any of its rights or obligations under the Contract to a third party without the County’s advance written consent. (C) The Contractor may terminate this Contract, in whole or in part, by providing written notice to the County not less than thirty (30) days prior to the termination date, in the event of a material breach or default by the County of any provision of this Contract. (D) Upon any termination under this Section, and in addition to any remedies which either party may have in law or in equity (including the right to proceed with an action at law or in equity to collect damages arising from a default or violation or to enforce performance of this Contract), the non-terminating party shall transfer title and deliver to the terminating party such work in progress or completed material as may be requested by the terminating party. The terminating party shall have no liability to the non-terminating party beyond payment of any balance owing for material purchased and/or services provided hereunder and delivered to and accepted by the terminating party prior to the non-terminating party’s receipt of the notice of termination, and for work in progress requested for delivery to the terminating party.

9. SAFETY. The County may unilaterally suspend or terminate work under this Contract if the Contractor, or their officers, members, partners, employees, agents, subcontractors, or materialmen, are conducting any portion of the work in a manner that threatens the life, health, or safety of any person on County property. This reservation of rights by the County in no way obligates the County to inspect the safety practices of the Contractor. If the County exercises its rights pursuant to this part, the Contractor shall be given three (3) days to cure the defect, unless the County, in its sole and absolute discretion, determines that the service cannot be suspended for three (3) days due to the County’s legal obligation to continuously provide Contractor’s service to the public or the County’s immediate need for completion of the work. In such case, Contractor shall immediately cure the defect. If the Contractor fails to cure the identified defect(s), the County shall have the right to immediately terminate this Contract. If the County terminates this Contract, any payments for work completed by the Contractor shall be reduced by the costs incurred by the County in re-bidding the work and/or by the increase in cost that results from using a different contractor to complete the work.

10. EXTENSIONS, RENEWALS, MODIFICATIONS. (A)

Extensions or renewals to the Contract or any modification including new products, terms, or price changes to the Contract shall be submitted by the Contractor to the County for approval by the County Legislature of the County in order to be effective. No provision of a contract which states that the term of the contract shall be deemed renewed for a specified additional period shall be effective against the County, absent a subsequent resolution or motion of the County Legislature, specifically authorizing such renewal. (B) Notwithstanding the Contract term’s expiration set forth in the body of the Contract, the Contract may, at the County’s sole discretion, continue month-to-month for up to three (3) months while the parties are engaged in good faith negotiations to extend the Contract.

11. “LAME DUCK” CLAUSE. Should contractor fail to prevail in a future procurement cycle, contractor shall agree to continue to provide all services required in and under the Contract until the new contractor assumes service responsibilities. Under these circumstances contractor will, for a period of several months, serve as a "lame duck" contractor.

To ensure continued performance fully consistent with the requirements of the Contract through any such period, the following provisions shall apply: (i) Contractor shall continue all operations and support services at the same level of effort and performance as were in effect prior to the award of the subsequent Contract to a competing organization, including but not limited to compliance with provisions hereof related to qualifications of key personnel; (ii) Contractor shall make no changes in methods of operation which could reasonably be considered to be aimed at cutting contractor service and operating cost to maximize profits during the final stages of the Contract; and (iii) County recognizes that if a competing organization should prevail in a future procurement cycle, contractor may reasonably begin to prepare for transition of service to the new contractor. County shall not unreasonably withhold its approval of contractor's request to begin an orderly transition process, including reasonable plans to relocate staff, scale down certain inventory items, etc., as long as such transition activity does not impair contractor's performance during this period.

12. FORCE MAJEURE. If performance of the Contract or any obligation set forth by the Contract is prevented by an event of “Force Majeure,” as defined below, the affected party shall provide written notice to the other party and shall be excused from such performance to the extent of and for the duration that performance is prevented. The affected party shall use all reasonable and customary efforts to remove the cause which prevents performance.

“Force Majeure” shall mean any act or event which prevents either Party from performing its obligations under the Contract when such failure is due to fire, flood, or similar natural disaster; strikes or similar labor disturbances; industrial disturbances, war, riot, insurrection, and/or other unknown causes beyond the control of the parties and which could not have been predicted or avoided by the non-performing party. No party shall be held liable for its failure to perform under the Contract when performance was prevented by an event of Force Majeure.

13. INSURANCE AND INDEMNIFICATION, HOLD

HARMLESS. (A) Insurance. (i) (a) Contractor covenants and agrees to maintain in full force and effect during the term of this Contract, and any subsequent term, comprehensive insurance in form, term and content satisfactory to the annexed standards of the County, which are incorporated herein (Appendix B: Minimum Insurance Standards For Schuyler County Contracts) and, to prove as evidence of such compliance, insurance certificate(s) which shall be annexed to and made part of this Contract pursuant to said standards. (b) Contractor acknowledges that failure to obtain or maintain such insurance on behalf of the County constitutes a material breach of the Contract and subjects it to liability for damages, indemnification and all other legal remedies available to the county. The County shall, if it deems it necessary, have the right to ask for additional certification at different points throughout the life of the Contract. (B) Indemnification, Hold Harmless. Notwithstanding the limits of any policy of insurance provided or maintained by Contractor, Contractor shall defend, indemnify and hold harmless the County of Schuyler and its officers, employees and agents from all claims, actions, suits, liabilities, damages, awards, costs and expenses (including, without limitation, attorneys’ fees) of every nature and description arising out of or related to the services provided by Contractor under this Contract and arising out of or caused by any act, omission, breach or negligence of Contractor or its officers, employees, volunteers, or agents. Contractor’s duties and obligations pursuant to this paragraph shall survive the termination or expiration of this Contract.

14. WORKERS' COMPENSATION AND DISABILITY

BENEFITS INSURANCE. This Contract shall be void and of no force and effect unless, during the life of this Contract, Contractor shall provide and maintain proof of compliance with any and necessary coverage(s) for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law (WCL), including, but not limited to, compliance with the provisions of WCL § 57 (workers’ compensation requirements) and WCL § 220(8) (disability benefits requirements).

Such requirements, and any applicable exemptions thereto, are set forth further in the annexed Appendix B: Minimum Insurance Standards For Schuyler County Contracts.

15. PERMITS AND LICENSING. (A) It is the responsibility of the Contractor to acquire and maintain, at his/her/its own cost any and all permits, licenses, easements, waivers and permissions of every nature necessary to perform the work. (B) Professional services performed under this Contract shall be completed only by persons licensed by NYS as applicable to the work performed. Contractor represents that its officers, members, partners, employees and agents have all necessary governmental licenses to perform the work under this Contract.

16. RECORDS. Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this Contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The County Legislature, County Treasurer and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this Contract, shall have access to the Records during normal business hours at an office of Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. Nothing contained herein shall diminish, or in any way adversely affect, the County's right to discovery in any pending or future litigation.

17. COUNTY PROPERTY RIGHTS. All information and materials (hereafter, “Property”) received under this Contract by the Contractor from the County are and shall remain the sole and exclusive Property of the

County and the Contractor shall have no right, title, or interest in or to any such Property by virtue of their use or possession of such Property. All intellectual property, created by the Contractor hereunder as a product specifically for the use of the County or as a service provided to the County shall be the sole and exclusive property of the County.

Effective upon their creation pursuant to the terms of this Contract, the Contractor conveys, assigns and transfers to the County the sole and exclusive rights, title and interest in all documents, electronic databases, and custom programs made under this Contract for the County, whether preliminary, final or otherwise, including all trademarks and copyrights. The Contractor hereby agrees to take all necessary and appropriate steps to ensure that the custom products are protected against unauthorized copying, reproduction, and marketing by or through the Contractor, its employees, agents, or subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge under this Contract.

The Contractor grants to the County a perpetual, nonexclusive, royalty-free, unlimited use license to use, execute, reproduce, display, modify and distribute any pre-existing software, tools or techniques delivered by the Contractor under this Contract. Any written reports, opinions and advice rendered by the Contractor shall become the sole and exclusive property of the County.

18. IDENTIFYING INFORMATION AND PRIVACY

NOTIFICATION. (A) Pursuant to Tax Law § 5, Contractor understands and agrees that, notwithstanding any other provision of law, the County shall, at the time the County contracts to purchase or purchases goods or services or leases real or personal property from any person, require that each such person provide to the County such person's federal social security account number or federal employer identification number, or both such numbers when such person has both such numbers, or, where such person does not have such number or numbers, the reason or reasons why such person does not have such number or numbers. Such numbers or reasons shall be obtained by the County as part of the administration of the taxes administered by the New York State Tax Commissioner for establishing the identification of persons affected by such taxes. (B) Contractor further understands and agrees that, notwithstanding any other provision of law, the County shall, upon request of the commissioner, furnish to the commissioner the following information with respect to each person covered by this Section: (1) business name or the name under which the applicant for a license or licensee will be licensed or is licensed; (2) business address or whatever type of address the County requires the applicant for a license or the licensee to furnish to it;

and (3) federal social security account number or federal employer identification number, or both such numbers where such person has both such numbers, or the reason or reasons, furnished by such person, why such person does not have such number or numbers. Notwithstanding Art. 6 of the Public Officers Law or any other provision of law, the report to be furnished by the County to the commissioner pursuant to this Section shall not be open to the public for inspection. (C) For the purposes of this Section, “Person” shall mean an individual, partnership, limited liability company, society, association, joint stock company, corporation, estate, receiver, trustee, assignee, referee, or any other person acting in a fiduciary or representative capacity, whether appointed by a court or otherwise, or any combination of the foregoing. However, such term shall not include any public corporation, corporation formed other than for profit or unincorporated not-for-profit entity, except such term shall include an education corporation of the type dealt with in § 221 of the Education Law, an education corporation subject to Art. 101 of the Education Law and a cooperative corporation.

19. PROPRIETARY INFORMATION. Notwithstanding any provisions to the contrary in the Contract, Contractor and the County acknowledge and agree that all information, in any format, submitted to the County shall be subject to and treated in accordance with the NYS Freedom of Information Law (“FOIL”, Public Officers Law, Article 6). Pursuant to FOIL, the County is required to make available to the public, upon request, records or portions thereof which it possesses unless that information is statutorily exempt from disclosure. Therefore, Contractor should submit information to the County in a non-confidential, non-proprietary format. FOIL does provide that the County may deny access to records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” [See Public Officers Law § 87(2)(d)]. Accordingly, if the Contract specifically requires submission of information in a format Contractor considers a proprietary and/or confidential trade secret, Contractor shall fully identify and plainly label the information “confidential” or “proprietary” at the time of the disclosure. By so marking such information, Contractor represents that the information has actual or potential specific commercial or competitive value to the competitors of Contractor.

Without limitation, information will not be considered confidential or proprietary if it is or has been (i) generally known or available from other sources with obligation concerning its confidentiality; (ii) made available by the owner to others without obligation concerning its confidentiality; or (iii) already available to the County without obligation concerning its confidentiality. The County shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under § 87 of the Public Offi-cers Law (the "Statute") provided that: (i) Contractor shall timely inform an appropriate County official, in writing, that said records should not be disclosed;

and (ii) said records shall be sufficiently identified;

and (iii) designation of said records as exempt under the Statute is reasonable. In the event of a FOIL request, it is the County’s policy to consider records as marked above pursuant to the trade secret exemption procedure set forth in 21 New York Code Rules & Regulations § 501.6 and any other applicable law or regulation. However, the County cannot guarantee the confidentiality of any information submitted. More information on FOIL, and the relevant statutory law regulations, can be found at the website for the New York State Committee on Open Government and the FOIL Policy for the County. Nothing contained herein shall diminish, or in any way adversely affect, the County's right to discovery in any pending or future litigation.

20. COMPLIANCE WITH NEW YORK STATE

INFORMATION SECURITY BREACH AND

NOTIFICATION ACT. In the event Contractor conducts business in New York state, and owns or licenses computerized data which includes private information, Contractor shall comply with the provisions of the New York State Information

Security Breach and Notification Act (General Business Law § 899-aa) as applicable.

21. PROHIBITION ON PURCHASE OF TROPICAL

HARDWOODS. Contractor certifies and warrants that any and all wood products to be used under this Contract award will be in accordance with, but not limited to, the specifications and provisions of § 165 of the State Finance Law (Use of Tropical Hardwoods), which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subd. (including the County) or public benefit corporation. In addition, when any portion of this Contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Except as might be specifically authorized by State Finance Law § 165, any bid, proposal or other response to a solicitation for bid or proposal which proposes or calls for the use of any tropical hardwood or wood product in performance of the Contract shall be deemed non-responsive.

22. INTERNATIONAL BOYCOTT PROHIBITION. If this

Contract exceeds Five Thousand Dollars ($5,000.00), the Contractor agrees, as a material condition of the Contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the Federal Export Administration Act of 1979 (50 USC App. §§ 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the Contract’s execution, such Contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the County within five (5) business days of such conviction, determination or disposition of appeal. (See and compare § 220-f of the Labor Law, § 139-h of the State Finance Law, and 2 NYCRR 105.4)

23. IRAN DIVESTMENT ACT REQUIREMENTS FOR

CERTAIN CONTRACTS. In accordance with General Municipal Law § 103-g, if this Contract was awarded, or shall be awarded, where competitive bidding is required by statute, rule, regulation or local law, for work or services performed or to be performed or goods sold or to be sold, Contractor affirms, under penalty of perjury: By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each bidder is not on the list created pursuant to paragraph (b) of Subd. 3 of § 165-a of the State Finance Law.

24. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law. Furthermore, in accordance with § 220-e of the Labor Law, if this is a Contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this Contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. If this is a building service Contract as defined in § 230 of the Labor Law, then, in accordance with § 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this Contract. Contractor is subject to fines of $50.00 per person per day for any violation of § 220-e or § 239 as well as possible termination of this Contract and forfeiture of all moneys due hereunder for a second or subsequent violation. It is the sole responsibility of Contractor to determine if Contractor is subject to this Contract provision and to ensure compliance with same.

25. COMPLIANCE WITH ANTI-SEXUAL HARASSMENT

LAWS. As a condition of entering into this Contract, Contractor affirms, under penalty of perjury, that Contractor has implemented a written workplace policy addressing sexual harassment prevention and that it provides annual training for all its employees, pursuant to the requirements of Labor Law § 201-g and other applicable statutes, regulations and case law.

26. WAGE AND HOURS PROVISIONS FOR CERTAIN

CONTRACTS. If this is a public work contract covered by Art. 8 of the Labor Law or a building service contract covered by Art. 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Art. 8 of the Labor Law, Contractor understands and agrees that the filing of payrolls in a manner consistent with Subd. 3-a of § 220 of the Labor Law shall be a condition precedent to payment by the County of any State approved sums due and owing for work done upon the project.

It is the sole responsibility of Contractor to determine if Contractor is subject to this Contract provision and to ensure compliance with same.

27. NON-COLLUSIVE BIDDING CERTIFICATION FOR

CERTAIN CONTRACTS. In accordance with General…