Appendix A General Terms and Conditions - Commodities and Non-Professional Services.pdf

COUNTY OF ROCKLAND – DEPARTMENT OF GENERAL SERVICES PURCHASING DIVISION

GENERAL TERMS & CONDITIONS (COMMODITIES & NON-PROFESSIONAL SERVICES) APPENDIX A

Revised 4/30/2021

APPENDIX A

GENERAL TERMS AND CONDITIONS

FOR

DEPARTMENT OF GENERAL SERVICES

PURCHASING DIVISION CONTRACTS

(Commodities and Non-Professional Services)

PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE

GENERAL TERMS & CONDITIONS (COMMODITIES & NON-PROFESSIONAL SERVICES) APPENDIX A

TABLE OF CONTENTS

GENERAL

1. Applicability

2. Governing Law

3. Service of Process

4. Ethics Compliance

5. Conflict of Terms

6. Definitions

7. Compliance with Laws

8. Freedom of Information Law

9. Approval of Federal, State and Local

Agency

BID SUBMISSION

10. International Bidding

11. Bid Opening

12. Bid Submission

13. Facsimile Submissions

14. Authentication of Facsimile Bids

15. Late Bids

16. Bid Contents

17. Extraneous Terms

18. Bid Amendments

19. Confidential/Trade Secret Materials

20. Prevailing Wage Rates

21. Taxes

22. Expenses Prior to Contract Execution

23. Advertising Bid Results

24. Product References

25. Recycled or Recovered Materials

26. Products Manufactured In Public Institutions

27. Pricing

28. Drawings

29. Site Inspection

30. Procurement Card

31. Samples

BID EVALUATION

32. Bid Evaluation

33. Conditional Bid

34. Clarification/Revisions

35. Prompt Payment Discounts

36. Equivalent or Identical Bids

37. Performance Qualifications

38. Disqualification for Past Performance

39. Quantity Changes Prior To Award

40. Release of Bid Evaluation Materials

41. Timeframe for Offers

TERMS & CONDITIONS

42. Contract Creation/Execution

43. Contracts Executory

44. Participation in Centralized Contracts

45. Modification of Contract Terms

46. Scope Changes

47. Estimated/Specific Quantity Contracts

48. Commencement of Work

49. Purchase Orders

50. Product Delivery

51. Weekend and Holiday Deliveries

52. Shipping/Receipt of Product

53. Title and Risk of Loss

54. Re-Weighing Product

55. Product Substitution

56. Rejected Product

57. Installation

58. Repaired or Replaced Product/Components

59. On-Site Storage

60. Employees/Subcontractors/Agents

61. Apprentice Employees

62. Assignment/Subcontractors

63. Performance/Bid Bond

64. Suspension of Work

65. Termination

66. Savings/Force Majeure

67. Contract Billings

68. Default - Authorized User

69. Interest on Late Payments

70. Remedies for Breach

71. Assignment of Claim

72. Toxic Substances

73. Independent Contractor

74. Security/Confidentiality

75. Third Party Rights

76. Contract Term - Renewal

77. Warranties

78. Indemnification

79. Limitation of Liability

80. Insurance

81. Financial Records/Audit

82. Confidentiality

83. Prohibition on Purchase of Tropical Hardwoods

84. Emergency Contracts

85. Safety / OSHA Requirements

86. Use of Premises

TECHNOLOGY AND SOFTWARE CONTRACTS

87. Software License Grant

88. Product Acceptance

89. Audit Of Licensed Product Usage

90. Ownership/Title To Project Deliverables

91. Proof of License

92. Product Version

93. Changes To Product Or Service Offerings

94. No Hardstop/Passive License Monitoring

95. Source Code Escrow For Licensed Product

GENERAL TERMS & CONDITIONS (COMMODITIES AND NON-PROFESSIONAL SERVICES) APPENDIX A

GENERAL

1. APPLICABILITY The terms and conditions set forth in this

Appendix A are expressly incorporated in and applicable to all procurements and resulting procurement contracts let by the Department of General Services - Purchasing Division, or let by any other Issuing

Entity where incorporated by reference in its Bid Documents. Appendix

A shall govern such procurements or contracts unless expressly modified or amended by the terms of a Bid Specification, or a negotiated

Contract/Clarification document, if any. Captions are intended as descriptive and are not intended to limit or otherwise restrict the terms and conditions set forth herein.

2 GOVERNING LAW This procurement, the resulting contract and any purchase orders issued hereunder shall be governed by the laws of the

State of New York except where the Federal supremacy clause requires otherwise, and actions or proceedings arising from the contract shall be heard in a court of competent jurisdiction in the State of New York.

3. SERVICE OF PROCESS

In addition to the methods of service allowed by the State Civil Practice Law

& Rules (“CPLR”), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor’s actual receipt of process or upon the

County’s receipt of the return thereof by the United States Postal service as refused or undeliverable. Contractor must promptly notify the County, in writing, of each and every change of address to which service of process can be made. Service by the County to the last known address shall be sufficient.

Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.

4. ETHICS COMPLIANCE All Bidders/Contractors and their employees must comply with the requirements of Chapter 140 of the

Laws of Rockland County, and other Rockland County codes, rules and regulations establishing ethical standards for the conduct of business with the County of Rockland. In signing the bid, Bidder certifies full compliance with those provisions for any present or future dealings, transactions, sales, contracts, services, offers, relationships, etc., involving the County of Rockland and/or its employees. Failure to comply with those provisions may result in disqualification from the bidding process, termination of contract, and/or other civil or criminal proceedings as required by law.

5. CONFLICT OF TERMS Conflicts between procurement or contract documents shall be resolved in the following order of precedence:

a. Appendix A (Standard Clauses for Rockland County Contracts)

b. Contract/Clarification Documents

Writing(s) setting forth the final agreements, clarifications, terms, statement of work and/or modifications between the Bid

Documents and Contractor’s Bid or Mini-bid.

c. Mini-Bid Project Definition (If any)

d. Bid Documents (Other than Appendix A)

i. Bid Specifications prepared by the Issuing Entity

ii. Appendix A (General Terms & Conditions)

e. Contractor’s Bid or Mini-Bid Proposal

6. DEFINITIONS Terms used in this Appendix A shall have the following meanings:

AGENCY OR AGENCIES The County of Rockland, acting by or through one or more departments, boards, commissions, offices or institutions of the County.

COUNTY ATTORNEY County Attorney of the County of Rockland.

AUTHORIZED USER(S) Agencies, or any other entity authorized by the laws of the State of New York to participate in County centralized contracts (including but not limited to political subdivisions, public authorities, public benefit corporations and certain other entities set forth in law), or the County of Rockland acting on behalf of one or more such

Agencies or other entities, provided that each such Agency or other entity shall be held solely responsible for liabilities or payments due as a result of its participation.

BID OR BID PROPOSAL An offer or proposal submitted by a Bidder to furnish a described product or a solution or means of achieving a practical end, at a stated price for the stated contract term.

BIDDER Any individual or other legal entity,(including but not limited to partnership, firm or corporation), which submits a bid in response to a

Bid Solicitation. The term Bidder shall also include “offeror.” In the case of negotiated contracts, “Bidder” shall refer to the “Contractor.”

BID DOCUMENTS Writings setting forth the scope, terms, conditions and technical specifications for the procurement of Product or Service.

Such writings typically include, but are not limited to: Invitation for Bids

(IFB), Request for Quotation (RFQ), Request for Proposals (RFP), addenda or amendments thereto, and terms and conditions which are incorporated in the solicitation, (Standard Clauses for Rockland County

Contracts), and Appendix A, (General Terms & Conditions). Where these General Terms & Conditions are incorporated in negotiated contracts which have not been competitively bid, the term “Bid

Documents” shall be deemed to refer to the terms and conditions set forth in the negotiated contract.

BID SOLICITATION The notice or advertisement of an intent to purchase a specified Product by or on behalf of Authorized User(s).

BID SPECIFICATION A written description drafted by the Issuing

Entity setting forth the specific terms of the intended procurement, which may include: physical or functional characteristics, the nature of a commodity or construction item, any description of the work to be performed, Products to be provided, the necessary qualifications of the

Bidder, the capacity and capability of the Bidder to successfully carry out the proposed contract, or the process for achieving specific results and/or anticipated outcomes or any other requirement necessary to perform work. Where these General Terms & Conditions are incorporated in negotiated contracts which have not been competitively bid, the term “Bid

Specifications” shall be deemed to refer to the terms and conditions set forth in the negotiated contract.

BEST VALUE: "Best value" means the basis for awarding contracts for services to the offeror which optimizes quality, cost and efficiency, among responsive and responsible offerors. Such basis shall reflect, wherever possible, objective and quantifiable analysis. Such basis may also identify a quantitative factor for offerors that are small businesses, certified minority- or women-owned business enterprises as defined in subdivisions one, seven, fifteen and twenty of section three hundred ten of the executive law or service-disabled veteran-owned business enterprises as defined in subdivision one of section three hundred sixty-nine-h of the executive law to be used in evaluation of offers forwarding of contracts for services.

REQUEST FOR COMPETIVE OFFERS (RFCO) - A type of

Solicitation that is used for procurements for commodities, materials, supplies, equipment and service work, but excludes contracts necessary for the completion of a public works contract covered by article 8 of the

Labor Law where factors in addition to cost are considered and weighted in awarding the contract and where the award will be made based on

“best value,” as defined by the General Municipal Law, to one or more responsive and responsible Bidders.

COMMISSIONER Director of Purchasing, or in the case of Bid

Specifications issued by an Issuing Entity, the head of such Issuing Entity or their authorized representative.

CONTRACT The writing(s) which contain the agreement of the

Commissioner and the Bidder/Contractor setting forth the total legal obligation between the parties as determined by applicable rules of law, and which most typically include the following classifications of public procurements:

a. Agency Specific Contracts Contracts where the specifications for a Product or a particular scope of work are described and defined to meet the needs of one or more Authorized User(s).

b. Centralized Contracts Single or multiple award contracts where the specifications for a Product or general scope of work are described and defined by the Department of General Services – Purchasing Division to meet the needs of Authorized Users. Centralized Contracts may be awarded on a sole source, single source, emergency or competitive basis.

Once established, procurements may be made from the selected

Contractor(s) without further competition or mini-bid unless otherwise required by the Bid Specifications.

c. Back-Drop Contracts Multiple award centralized contracts where the Department of General Services - Purchasing Division defines the specifications for a Product or general scope of work to meet the needs of

Authorized Users. Bids may be submitted either at a date and time certain or may be accepted on a continuous recruitment basis, as set forth in the

Bid Specifications. Selection of a Contractor from among back-drop contract holders for an actual Product, project or particular scope of work may subsequently be made on a single or sole source basis, or on the basis of a mini-bid among qualified back-drop contract holders, or such other method as set forth in the Bid Document.

d. Piggyback Contract A contract let by any department, agency or instrumentality of the State of New York, a County government within the State of New York or the United States government, which is adopted and extended for use in accordance with the requirements of the General

Municipal Law.

CONTRACT AWARD NOTIFICATION An announcement to

Authorized Users that a contract has been established.

CONTRACTOR Any successful Bidder(s) to whom a contract has been awarded by the Commissioner.

COUNTY County of Rockland

EMERGENCY An urgent and unexpected requirement where health and public safety or the conservation of public resources is at risk.

ERROR CORRECTIONS Machine executable software code furnished by Contractor which corrects the Product so as to conform to the applicable warranties, performance standards and/or obligations of the

Contractor.

GROUP A classification of Product (commodities, services or technology).

INVITATION FOR BIDS (IFB) A type of Bid Document which is most typically used where requirements can be stated and award will be made to the lowest responsive and responsible Bidder(s). RFB (Request for

Bids) can be used interchangeably with IFB.

ISSUING ENTITY The Department of General Services – Purchasing

Division or Authorized User who issues the Bid Documents for a procurement.

LATE BID For purposes of bid openings held and conducted by DGS-

Purchasing Division, a bid not received in such place as may be designated in the Bid Specifications, at or before the date and time established in the Bid Specifications for the bid opening. For purposes of bid openings held and conducted by Issuing Entities other than DGS –

Purchasing Division, the term late bid is defined as a bid not received in the location established in the Bid Specifications at or before the date and time specified for the bid opening.

LETTER OF ACCEPTANCE A letter to the successful Bidder(s) indicating acceptance of its bid in response to a solicitation. Unless otherwise specified, the issuance of a Letter of Acceptance forms a contract but is not an order for Product, and Contractor should not take any action with respect to actual contract deliveries except on the basis of

Purchase Orders sent from Authorized User(s).

LICENSED SOFTWARE Software transferred upon the terms and conditions set forth in the Contract. “Licensed Software” includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g. patches, fixes, PTFs, programs, code or data conversion, or custom programming).

LICENSEE One or more Authorized Users who acquire Product from

Contractor by issuing a Purchase Order in accordance with the terms and conditions of the Contract; provided that, for purposes of compliance with an individual license, the term “Licensee” shall be deemed to refer separately to the individual Authorized User(s) who took receipt of and who is executing the Product, and who shall be solely responsible for performance and liabilities incurred.

LICENSOR A Contractor who transfers rights in proprietary Product to

Authorized Users in accordance with the rights and obligations specified in the Contract.

MINI-BID PROJECT DEFINITION A Bid Document containing project specific bid specifications developed by or for an Authorized User which solicits bids from Contractors previously qualified under a Back-

Drop Contract.

MULTIPLE AWARD A determination and award of a contract in the discretion of the Commissioner to more than one responsive and responsible Bidder who meets the requirements of a specification, where the multiple award is made on the grounds set forth in the Bid Document in order to satisfy multiple factors and needs of Authorized Users (e.g., complexity of items, various manufacturers, differences in performance required to accomplish or produce required end results, production and distribution facilities, price, compliance with delivery requirements, geographic location or other pertinent factors).

NEW PRODUCT RELEASES (Product Revisions) Any commercially released revisions to the version of a Product as may be generally offered and available to Authorized Users. New releases involve a substantial revision of functionality from a previously released version of the Product.

DGS-PURCHASING DIVISION The County of Rockland’s

Department of General Services – Purchasing Division.

PROCUREMENT RECORD Documentation by the Issuing Entity of the decisions made and approach taken during the procurement process.

PRODUCT A deliverable under any Bid or Contract which may include commodities (including printing), services and/or technology. The term

“Product” includes Licensed Software.

PROPRIETARY Protected by secrecy, patent, copyright or trademark against commercial competition.

PURCHASE ORDER The Authorized User’s fiscal form or format which is used when making a purchase.

REQUEST FOR PROPOSALS (RFP) A type of Bid Document which is used for procurements where factors in addition to cost are considered and weighted in awarding the contract and where the method of award is

“best value,” as defined by the County of Rockland Procurement Policy..

REQUEST FOR QUOTATION (RFQ) A type of Bid Document which can be used when a formal bid opening is not required (e.g. discretionary, sole source, single source or emergency purchases).

RESPONSIBLE BIDDER A Bidder that is determined to have skill, judgment and integrity, and that is found to be competent, reliable, experienced and qualified financially, as determined by the

Commissioner.

RESPONSIVE BIDDER A Bidder meeting the specifications or requirements prescribed in the Bid Document or solicitation, as determined by the Commissioner.

SINGLE SOURCE A procurement where two or more offerors can supply the required Product, and the Commissioner may award the contract to one Bidder over the other.

SOLE SOURCE A procurement where only one offeror is capable of supplying the required Product.

STATE State of New York

SUBCONTRACTOR Any individual or other legal entity,(including but not limited to sole proprietor, partnership, limited liability company, firm or corporation), who has entered into a contract, express or implied, for the performance of a portion of a Contract with Contractor.

TERMS OF LICENSE The terms and conditions set forth in the

Contract that are in effect and applicable to a Purchase Order at the time of order placement.

VIRUS Any computer code, whether or not written or conceived by

Contractor, that disrupts, disables, harms, or otherwise impedes in any manner the operation of the Product, or any other associated software, firmware, hardware, or computer system (such as local area or wide area networks), including aesthetic disruptions or distortions, but does not include security keys or other such devices installed by Product

Manufacturer.

7. COMPLIANCE WITH LAWS

The Contractor shall comply with all provisions of all laws in the County of Rockland, the State of New York and the United States of America which affect municipalities and municipal contracts, and provide at its expense, any and all permits, licenses and registrations required for the fulfillment of this agreement, and more particularly the Labor Law, Immigration and Naturalization Laws and Regulation, General Municipal

Law, Workers’ Compensation Law, Lien Law, Personal Property Law, State Unemployment Insurance Law, Federal Social Security Law, State, Local and Municipal Health Laws, Rules and Regulation, and any and all regulations promulgated by the State of New York including any amendments and/or additions thereto, insofar as the same shall be applicable to any contract awarded hereunder with the same force and effect as if set forth at length herein. Failure to comply or to provide proof of compliance may constitute grounds for the Commissioner to cancel or suspend the Contract, in whole or in part, or to take any other action deemed necessary by the Commissioner.

The bidder’s special attention is called to those laws which are set forth in detail below:

A. NON-COLLUSIVE BIDDING CERTIFICATION

The attention of the bidder is called to Section 103-d of the General

Municipal Law of the State of New York, which reads as follows:

(1) Every bid or proposal hereafter made to a political subdivision of the state or any public department, agency of official thereof where competitive bidding is required by statute, rule, regulation or local law, for work or services performed or to be performed or goods sold to be sold, shall contain the following true non-collusive bidding certification.

(a) 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 knowledge and belief:

(1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor;

(2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor and

(3) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

(b) A bid shall not be considered for award nor shall any award be made where (a) (1) (2) and (3) above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefore. Where (a) (1) (2) and (3) above have not been complied with, the bid shall not be considered for award nor shall any award be made unless the head of the purchasing unit of the political subdivision, public department, agency or official thereof to which the bid is made, or his designee, determines that such disclosure was not made for the purpose of restricting competition.

The fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of subparagraph one (a).

2. Any bid hereafter made to any political subdivision of the

State or any public department, agency or official thereof by a corporate bidder for work or services performed or to be performed or goods sold or to be sold, where competitive bidding is required by statute, rule, regulations, or local law, and where such bid contains the certification referred to in subdivision one of this section, shall be deemed to have been authorized by the board of directors of the bidder, and such authorization shall be deemed to include the signing and submission of the bid and the inclusion therein of the certificate as to non-collusion as the act and deed of the Corporation.”

The form of non-collusion bidding certification included as part of this bid package must be executed by the bidder and submitted with the proposal.

The County of Rockland or the Director of Purchasing reserves the right to waive any informality or to reject any or all bids.

The bid prices submitted shall be exclusive of Federal and State taxes and must not include any tax for which the bidder may claim exemption because of doing business with the County.

B. LABOR LAW

The Contractor shall conform to all applicable requirements of Article 8 and/or 9 of the Labor Law, including the following:

(1) A stipulation that no laborer, worker or mechanic in the employ of the Contractor, Subcontractor or other person doing or contracting to do the whole or a part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in the emergencies set forth in the Labor Law.

(2) A provision that each laborer, worker or mechanic, employed by the Contractor, Subcontractor or other person about or upon such public work, shall be paid not less than the prevailing rate of wages and shall be provided supplements not less than the prevailing supplements as determined by the fiscal officer. Bidder agrees to comply with the schedule of wages applicable to the performance of the said contract and the statutory requirements and rules of the public and governmental authorities.

(3) Contractor agrees:

a) that in the hiring of employees for the performance of work under this contract, no Contractor or any person acting on behalf of such Contractor shall by reason of race, creed, color or national origin, or sex, discriminate against any citizen who is qualified and available to perform the work to which the employment relates.

b) that Contractor nor any person on contractor’s behalf shall not, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color, national origin or sex.

c) that there may be deducted from the amount payable to the Contractor by the State of Municipality under this contract a penalty of five dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the contract;

d) that this contract may be cancelled or terminated by the State or Municipality, and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violations of the terms or conditions of this section of the contract, and

(4) The Contractor agrees that in the event employees will be hired for this project, it will make a good faith effort to employ persons residing in Rockland County for the particular job title required. Similar consideration will be given to Rockland

County suppliers and subcontractors, as needed.

C. LOCAL LAWS AND RESOLUTIONS: The Contractor shall comply with all local laws and resolutions of the Legislature of Rockland

County

D. SOCIAL SECURITY TAXES:

The Contractor for the agreed consideration promises and agrees to pay the taxes measured by the wages of their employees required by the

Federal Social Security Act and all amendments thereto, and to accept the exclusive liability for said taxes. The Contractor further promises and agrees to indemnify and hold the owner harmless on account of any tax measured by the wages aforesaid of employees of the contractor assessed against the owner under authority of said law.

E. DISCRIMINATION IN EMPLOYMENT

The contractor will abide by the pertinent provisions of Sections 291-299 of the Executive Law and of the Civil Rights Law of the State of New

York relating to unlawful discriminatory practices insofar as they may apply to this Agreement.

F. AFFIDAVIT OF DISCLOSURE

Local Law No. 10 of 1974 requires disclosure of political contributions by persons doing business with the County of Rockland. Section 3 of the

Local Law states that:

“All corporations, partnerships or individuals prior to submitting a bid to the County of Rockland in excess of ten thousand dollars shall file an affidavit of disclosure with the clerk to the legislature containing a list of contributions made by the firm or any director, officer, or majority shareholder or the individual, directly or indirectly to any person or organization for any political party or for any individual running for public office or for a committee for an individual running for public office, or for any public officer in Rockland

County for a period or three years prior to the date thereof. Such affidavit of disclosure shall be filed annually by December 31st until the contract is completed.”

Bidder shall submit the original Affidavit of Disclosure, completed and notarized, included in this bid package with his bid.

G. AFFIRMATIVE ACTION PLAN

“The bidder agrees to comply with Resolution 471 of 1975 and will submit with its bid an affirmative action plan if its business, 1) employs a minimum of 15 employees, and 2) does a minimum of $50,000 per annum business with Rockland County. The bidder further understands and agrees that if an affirmative action plan is required, but not attached to the bid documents, the bid will not be awarded.”

H. BUSINESS CORPORATION LAW

The contractor certifies that it: (i) is a domestic corporation/business entity that has complied with the applicable provisions of the laws of

New York State and is authorized to transact business in NY State; (ii) is a foreign corporation/business entity that has complied with the applicable provisions of the laws of NY State and is authorized to do business in NY State pursuant to NY Business Corporation Law section

1304; or (iii) is a foreign corporation/business entity that has complied with the applicable provisions of the laws of the State in which it was incorporated and that it is authorized to transact business in that State.

Upon request, the contractor shall submit to the DGS-Purchasing

Division a Certificate under Seal (also known as a Certificate of Good

Standing or Certificate of Existence).

8. FREEDOM OF INFORMATION LAW

During the evaluation process, the content of each Bid will be held in confidence and details of any Bid will not be revealed (except as may be required under the Freedom of Information Law or other State law). The

Freedom of Information Law provides for an exemption from disclosure for trade secrets or information the disclosure of which would cause injury to the competitive position of commercial enterprises.

This exception would be effective both during and after the evaluation process. If the Bid contains any such trade secret or other confidential or proprietary information, it must be accompanied in the Bid with a written request to the Commissioner to not disclose such information. Such request must state with particularity the reasons why the information should not be available for disclosure and must be provided at the time of submission of the Bid. Notations in the header, footer or watermark of the Bid Document will not be considered sufficient to constitute a request for non-disclosure of trade secret or other confidential or proprietary information. Where a Freedom of Information request is made for trademark or other confidential or proprietary information, the

Commissioner reserves the right to determine upon written notice to the

Bidder whether such information qualifies for the exemption for disclosure under the law. Notwithstanding the above, where a Bid tabulation is prepared and Bids publicly opened, such Bid tabulation shall be available upon request.

9. APPROVAL OF FEDERAL, STATE AND LOCAL AGENCY:

Notwithstanding any other provisions, the County of Rockland shall not be liable for any payment or compensation to Contractor until the services rendered by Contractor under this agreement meet the approval and standards of any other Federal, State or local agency, authority, commission or body, which has jurisdiction over the services to be rendered under this agreement which provides funding in whole or in part for the services provided under this agreement.

BID SUBMISSION

10. INTERNATIONAL BIDDING All offers (tenders), and all information and Product required by the solicitation or provided as explanation thereof, shall be submitted in English. All prices shall be expressed, and all payments shall be made, in United States

Dollars ($ US). Any offers (tenders) submitted which do not meet the above criteria will be rejected.

11. BID OPENING Bids may, as applicable, be opened publicly. The

Commissioner reserves the right at any time to postpone or cancel a scheduled bid opening.

12. BID SUBMISSION All bids are to be packaged, sealed and submitted to the location stated in the Bid Specifications. Bidders are solely responsible for timely delivery of their bids to the location set forth in the Bid Specifications prior to the stated bid opening date/time.

A bid return envelope, if provided with the Bid Specifications, should be used with the bid sealed inside. If the bid response does not fit into the envelope, the bid envelope should be taped onto the outside of the sealed box or package with the bid inside. If using a commercial delivery company which requires use of their shipping package or envelope, Bidder’s sealed bid, labeled as detailed below, should be placed within the shipper’s sealed envelope to ensure that the bid is not prematurely opened.

All bids must have a label on the outside of the package or shipping container outlining the following information:

“BID ENCLOSED (bold print, all capitals)

◼ IFB or RFP Number

◼ Bid Submission date and time”

In the event that a Bidder fails to provide such information on the return bid envelope or shipping material, the receiving entity reserves the right to open the shipping package or envelope to determine the proper bid number or Product group, and the date and time of bid opening. Bidder shall have no claim against the receiving entity arising from such opening and such opening shall not affect the validity of the bid or the procurement.

Notwithstanding the receiving agency’s right to open a bid to ascertain the foregoing information, Bidder assumes all risk of late delivery associated with the bid not being identified, packaged or labeled in accordance with the foregoing requirements.

All proposals shall be made upon forms furnished by the Director of

Purchasing of the County of Rockland and shall be contained in sealed envelopes addressed to PAUL J. BRENNAN, CPPO, Director of

Purchasing, County of Rockland, DGS - Purchasing, Bldg. A, 2nd Floor, 50 Sanatorium Road, Pomona, NY 10970.

Form of proposal as issued by the county shall be completely filled in, in ink or typing. No bid will be accepted which contains any changes, additions, omissions or erasures.

13. FACSIMILE SUBMISSIONS Unless specifically authorized by the terms of the Bid Specifications, facsimile bids may be NOT BE

SUBMITTED.

If authorized by the terms of the bid specifications, facsimile bids may be

SUBMITTED AT THE SOLE OPTION AND RISK OF THE BIDDER.

Only the FAX number(s) indicated in the Bid Specifications may be used.

Access to the facsimile machine(s) is on a “first come, first serve” basis, and the Commissioner bears no liability or responsibility and makes no guarantee whatsoever with respect to the Bidder’s access to such equipment at any specific time. Bidders are solely responsible for submission and receipt of the entire facsimile bid by the Issuing Entity prior to bid opening and must include on the first page of the transmission the total number of pages transmitted in the facsimile, including the cover page. Incomplete, ambiguous or unreadable transmissions in whole or in part may be rejected at the sole discretion of the Commissioner. Facsimile bids are fully governed by all conditions outlined in the Bid Documents and must be submitted on forms or in the format required in the Bid

Specifications, including the executed signature page and acknowledgment.

14. AUTHENTICATION OF FACSIMILE BIDS The act of submitting a bid by facsimile transmission, including an executed signature page, shall be deemed a confirming act by Bidder which authenticates the signing of the bid.

15. LATE BIDS Any bid received at the specified location after the time specified will be considered a late bid. Delays in United States mail deliveries or any other means of transmittal, including couriers or agents of the Issuing Entity, shall not excuse late bid submissions.

16. BID CONTENTS Bids must be complete and legible. All bids must be signed. All information required by the Bid Specifications must be supplied by the Bidder on the forms or in the format specified. No alteration, erasure or addition is to be made to the Bid Documents.

Changes may be ignored by the Commissioner or may be grounds for rejection of the bid. Changes, corrections and/or use of white-out in the bid or Bidder’s response portion of the Bid Document must be initialed by an authorized representative of the Bidder. Bidders are cautioned to verify their bids before submission, as amendments to bids or requests for withdrawal of bids received by the Commissioner after the time specified for the bid opening, may not be considered.

17. EXTRANEOUS TERMS Bids must conform to the terms set forth in the Bid Documents, as extraneous terms or material deviations

(including additional, inconsistent, conflicting or alternative terms) may render the bid non-responsive and may result in rejection of the bid.

Extraneous term(s) submitted on standard, pre-printed forms

(including but not limited to: product literature, order forms, license agreements, contracts or other documents) which are attached or referenced with submissions shall not be considered part of the bid or resulting contract, but shall be deemed included for informational or promotional purposes only.

18. BID AMENDMENTS

Any verbal information obtained from or statements made by the

Representative of the County of Rockland or his designee at the time of examination of the documents or site shall not be construed as, in any way, amending Contract documents. Only such corrections or addenda as are issued by the Director of Purchasing in writing to all Contractors shall become a part of the Contract. Any addendum issued during the time of bidding shall be included in bids and become a part of the Contract

Agreement.

19. CONFIDENTIAL / TRADE SECRET MATERIALS

Confidential, trade secret or proprietary materials as defined by the laws of the State of New York must be clearly marked and identified as such upon submission. Bidders/Contractors intending to seek an exemption from disclosure of these materials under the Freedom of Information Law must request the exemption in writing, setting forth the reasons for the claimed exemption, at the time of submission. Acceptance of the claimed materials does not constitute a determination on the exemption request;

rather determination will be made in accordance with statutory procedures.

20. PREVAILING WAGE RATES - PUBLIC WORKS AND

BUILDING SERVICES CONTRACTS If any portion of work being bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

a. “Public Works” and “Building Services” - Definitions

i. Public Works Labor Law Article 8 applies to contracts for public improvement in which laborers, workers or mechanics are employed on a “public works” project (distinguished from public

“procurement” or “service” contracts). The State, a public benefit corporation, a municipal corporation (including a school district), or a commission appointed by law must be a party to the contract.

The wage and hours provision applies to any work performed by

Contractor or subcontractors.

ii. Building Services Labor Law Article 9 applies to contracts for building service work over $1,500 with a public agency, which 1) involve the care or maintenance of an existing building, or 2) involve the transportation of office furniture or equipment to or from such building, or 3) involve the transportation and delivery of fossil fuel to such building, and 4) the principal purpose of which is to furnish services through use of building service employees.

b. Prevailing Wage Rate Applicable to Bid Submissions A copy of the applicable prevailing wage rates to be paid or provided are attached to the solicitation. Bidders must submit bids which are based upon the prevailing hourly wages, and supplements in cash or equivalent benefits

(i.e., fringe benefits and any cash or non-cash compensation which are not wages, as defined by law) that equal or exceed the applicable prevailing wage rate(s) for the location where the work is to be performed. Where the Bid Documents require the Bidder to enumerate hourly wage rates in the bid, Bidders may not submit bids based upon hourly wage rates and supplements below the applicable prevailing wage rates as established by the New York State Department of Labor. Bids which fail to comply with this requirement will be disqualified.

c. Wage Rate Payments / Changes During Contract Term The wages to be paid under any resulting contract shall not be less than the prevailing rate of wages and supplements as set forth by law. It is required that the Contractor keep informed of all changes in the Prevailing Wage

Rates during the contract term that apply to the classes of individuals supplied by the Contractor on any projects which result from this contract which are subject to the provisions of the Labor Law. Contractor is solely liable for and must pay such required prevailing wage adjustments during the contract term as required by law.

d. Public Posting & Certified Payroll Records In compliance with

Article 8, Section 220 of the Labor Law, as amended by Chapter 565 of the Laws of 1997:

i. Posting The Contractor must publicly post on the work site, in a prominent and accessible place, a legible schedule of the prevailing wage rates and supplements.

ii. Payroll Records Contractors and sub-contractors must keep original payrolls or transcripts subscribed and affirmed as true under the penalties of perjury as required by law. For public works contracts over $25,000 where the Contractor maintains no regular place of business in New York State, such records must be kept at the work site. For building services contracts, such records must be kept at the work site while work is being performed.

iii. Submission of Certified Payroll Transcripts for Public

Works Contracts Only Contractors and sub-contractors on public works projects must submit monthly payroll transcripts to the issuing entity which has prepared or directs the preparation of the plans and specifications for a public works project, as set forth in the Bid

Specifications. For mini-bid solicitations, the payroll records must be submitted to the entity preparing the agency mini-bid project specification. For “agency specific” bids, the payroll records should be submitted to the entity issuing the purchase order. For all other

Department of General Services – Purchasing Division centralized contracts; such records should be submitted to the individual agency that the purchase order(s) has been issued for. Upon mutual agreement of the Contractor and the issuing entity, the form of submission may be submitted in a specified disk format acceptable to the Department of Labor provided: 1) the

Contractor/subcontractor retains the original records; and, (2) an original signed letter by a duly authorized individual of the

Contractor or subcontractor attesting to the truth and accuracy of the records accompanies the disk. This provision does not apply to building services contracts.

iv. Records Retention Contractors and subcontractors must preserve such certified transcripts for a period of three years from the date of completion of work on the awarded contract.

e. Day’s Labor - Defined for Article 8, Public Works (For Purposes of Article 8 of the Labor Law) No laborer, worker or mechanic in the employ of the Contractor, subcontractor or other person doing or contracting to do all or part of the work contemplated by the contract shall be permitted or required to work more than eight hours in any one calendar day or more than five days in any one week except in cases of extraordinary emergency including fire, flood or danger to life or property. “Extraordinary emergency” shall be deemed to include situations in which sufficient laborers, workers and mechanics cannot be employed to carry on public work expeditiously as a result of such restrictions upon the number of hours and days of labor and the immediate commencement or prosecution or completion without undue delay of the public work is necessary in the judgment of the NYS Commissioner of

Labor for the preservation of the contract site or for the protection of the life and limb of the persons using the contract site.

21. TAXES

a. Unless otherwise specified in the Bid Specifications, the quoted bid price includes all taxes applicable to the transaction.

b. Purchases made by the County of Rockland are exempt from New

York State and local sales taxes and, with certain exceptions, federal excise taxes. To satisfy the requirements of the New York State Sales tax exemption, either the Purchase Order issued by the County of Rockland or the invoice forwarded to authorize payment for such purchases will be sufficient evidence that the sale by the Contractor was made to the

County, an exempt organization under Section 1116 (a) (1) of the Tax

Law. Non-County Authorized Users must offer their own proof of exemption where required. No person, firm or corporation is, however, exempt from paying the State Truck Mileage and Unemployment

Insurance or Federal Social Security taxes, which remain the sole responsibility of the Bidder/Contractor.

c. Purchases by Authorized Users other than the County of Rockland may be subject to such taxes, and in those instances the tax should be computed based on the contract price and added to the invoice submitted to such entity for payment.

22. EXPENSES PRIOR TO CONTRACT EXECUTION The

Issuing Entity is not liable for any costs incurred by a Bidder in the preparation and production of a bid or for any work performed prior to contract execution.

23. ADVERTISING BID RESULTS A Bidder in submitting a bid agrees not to use the results therefrom as a part of any commercial advertising without the prior written approval of the Commissioner.

24. PRODUCT REFERENCES

a. “Or Equal” In all Bid Specifications the words “or equal” are understood to apply where a copyright brand name, trade name, catalog reference, or patented Product is referenced. References to such specific

Product are intended as descriptive, not restrictive, unless otherwise stated. Comparable Product will be considered if proof of compatibility is provided, including appropriate catalog excerpts, descriptive literature, specifications and test data, etc. The Commissioner’s decision as to acceptance of the Product as equal shall be final.

b. Discrepancies in References In the event of a discrepancy between the model numbers referenced in the Bid Specifications and the written description of the Products therein, if the discrepancy cannot be reconciled, then the written description shall prevail.

25. RECYCLED OR RECOVERED MATERIALS Upon the conditions specified in the Bid Specifications and in accordance with the laws of the State of New York, Contractors are encouraged to use recycled or recovered materials in the manufacture of Products and packaging to the maximum extent practicable without jeopardizing the performance or intended end use of the Product or packaging unless such use is precluded due to health, welfare, safety requirements or in the Bid Specifications.

Where such use is not practical, suitable, or permitted by the Bid

Specifications, Contractor shall deliver new materials in accordance with the “Warranties“ set forth below.

Refurbished or remanufactured components or items may only be accepted at the discretion of the Commissioner, or upon the conditions set forth in the Bid Specifications.

Items with recycled, recovered, refurbished or remanufactured content must be identified in the bid or will be deemed new Product.

26. PRODUCTS MANUFACTURED IN PUBLIC

INSTITUTIONS Bids offering Products which are manufactured or produced in public institutions will be rejected.

27. PRICING

a. Unit Pricing If required by the Bid Specifications, the Bidder should insert the price per unit specified and the price extensions in decimals, not to exceed four places for each item, in the bid. In the event of a discrepancy between the unit price and the extension, the unit price shall govern unless, in the sole judgment of the Commissioner, such unit pricing is obviously erroneous.

b. Net Pricing Unless otherwise required by the Bid Specifications, prices shall be net, including transportation, customs, tariff, delivery and other charges fully prepaid by the Contractor to the destination(s) indicated in the Bid Specifications, subject to the cash discount.

c. “No Charge” Bid When bids are requested on a number of

Products as a group or Lot, a Bidder desiring to bid “no charge” on a

Product in the grouping or Lot must clearly indicate such. Otherwise, such bid may be considered incomplete and be rejected, in whole or in part, at the discretion of the Commissioner.

d. Educational Pricing All Products to be supplied for educational purposes that are subject to educational discounts shall be identified in the bid and such discounts shall be made available to qualifying institutions.

28. DRAWINGS

a. Drawings Submitted With Bid When the Bid Specifications require the Bidder to furnish drawings and/or plans, such drawings and/or plans shall conform to the mandates of the Bid Documents and shall, when approved by the Commissioner, be considered a part of the bid and of any resulting contract. All symbols and other representations appearing on the drawings shall be considered a part of the drawing.

b. Drawings Submitted During the Contract Term Where required to develop, maintain and deliver diagrams or other technical schematics regarding the scope of work, Contractor shall do so on an ongoing basis at no additional charge, and must, as a condition of payment, update drawings and plans during the contract term to reflect additions, alterations, and deletions. Such drawings and diagrams shall be delivered to the Authorized User’s representative.

c. Accuracy of Drawings Submitted All drawings shall be neat and professional in manner and shall be clearly labeled as to locations and type of product,…