BID 26-OSI-007 CONSTRUCTION OF AERIAL AND UNDERGROUND FIBER OPTIC

CABLING – CENTRAL SQUARE SERVICE AREA

1. PART 1 – INFORMATION FOR VENDORS

Oswego County’s Office of Strategic Initiatives Department is soliciting bids from qualified contractors to furnish all labor and equipment as it pertains to constructing approximately 20 miles of fiber optic cable throughout Oswego County. There is a potential to award to multiple contractors for both aerial and underground construction, as well as in various segments. Awarded contractors will be issued directives to construct areas on a task-order basis as pole licenses and permits are received by Oswego County.

1.1. DEADLINE, RECEIPT AND OPENING OF BIDS

Each Vendor shall submit a signed original bid in a sealed opaque envelope indicating the company’s name and bid title, and one (1) electronic copy in the form of a flash drive marked: # BID 26-OSI-007 CONSTRUCTION OF AERIAL AND UNDERGROUND

FIBER OPTIC CABLING – CENTRAL SQUARE SERVICE AREA

Bids are due on or before 2:00 p.m., Tuesday, June 16, 2026. Bid openings may now be viewed live at www.oswegocounty/livebids. Either mail or deliver bids in person to:

Holly F. Carpenter

Oswego County Purchasing

46 E. Bridge Street, 3rd Floor, Oswego, NY 13126

No bids will be considered if received after the due date and time and the Purchasing

Department shall assume no responsibility for the premature opening of any bid not properly addressed and identified.

Due to unforeseen emergency office closure or extreme weather, Bids will be opened next business day

1.2. The County may consider informal any bid not prepared and submitted in accordance with the provisions hereof and may waive any informalities or reject any or all bids. Any bid may be withdrawn prior to the scheduled time for the opening of bids or authorized postponement thereof. Any bid received after the time and date specified will not be considered and will be returned unopened. Bids may not be withdrawn within sixty (60) days after the actual date of opening. Facsimile transmitted bids are not acceptable and will be rejected.

1.3. Bids delivered prior to the scheduled opening date will be deemed received upon the day of the actual opening and will be retained in the interim only as a courtesy to the Vendor.

1.4. VENDOR’S RESPONSIBILITIES

It is the Vendor’s responsibility to meet the entire intent of these specifications. Vendors shall carefully examine the terms of this document and shall judge for themselves all the circumstances and conditions affecting their bid. Failure on the part of any Vendor to make such examination and to investigate thoroughly shall not be grounds for any declaration that the Vendor did not understand the terms and conditions herein. The County of Oswego shall not be liable for any costs associated with the preparation, transmittal, or presentation of any response or materials submitted in response to the BID.

1.5. It is the responsibility of each Vendor to:

• Examine the BID documents thoroughly.

• Consider federal, state, and local laws and regulations that may affect the bid.

• Study and carefully correlate Vendor’s observations with the BID document.

• Visit the site and examine schematics to become familiar with local conditions that may affect the bid.

1.6. COMMUNICATIONS

Communications with the County from release of the bid documents through the award shall be solely through the contact listed below. Vendors are specifically directed not to contact any other County officials or employees in any fashion regarding this BID, without prior approval from the County Purchasing Director. Unauthorized communications may result in the rejection of the bid. The County will not be responsible for any oral representations or instructions.

Holly F. Carpenter

Oswego County Purchasing

46 E. Bridge Street, 3rd Floor, Oswego, NY 13126 purchasing@oswegocountyny.gov

1.7 SPECIFICATIONS DISCREPANCY

Should a Vendor find a discrepancy in, or omissions from the specifications, requirements for contract, or BID form, or be in doubt as to their meaning, the Vendor shall at once notify in writing the County Purchasing Director. Written instructions will be sent to all Vendors.

All such addenda shall become a part of the contract and all Vendors shall be bound by such addenda, whether received by the Vendors. The County will not be responsible for any oral representations or instructions.

1.8. SCOPE PARAMETERS

If a Vendor identifies an additional element not included in this BID, which in its judgment would be essential to accomplish the intended objectives as articulated in this BID, the

Vendor should identify this element in its bid and explain in detail why the County should consider including this element within the specifications. Conversely, if a Vendor identifies a task within the BID that it believes could be modified or deleted without impacting the objectives of the BID, the Vendor should provide an explanation as to why the task should be deleted or modified. The County reserves the right to accept or reject all additions, deletions or modifications recommended.

1.9. VENDOR’S QUALIFICATIONS & ELIGIBILITY

The County may make such investigation as it deems necessary to determine the qualifications and ability of a Vendor, and the Vendor shall promptly furnish the County all such information and data as the County may request for this purpose. The County reserves the right to reject any bid where an investigation of the available evidence or information does not satisfy the County that the Vendor is properly qualified or able to carry out the obligations of the contract and to provide the services or goods contemplated herein.

1.10. AWARD

The contract, if awarded, will be awarded to the lowest responsive and responsible bidder or bidders who, in part or in total, meet all the terms and conditions of the specifications. The

County reserves the right to reject any and all bids. Oswego County reserves the right to permit political subdivisions and eligible fire companies/districts under County Law §408-a and General Municipal Law §103(3), as amended, to participate in the county’s bid award.

Unless otherwise stated the bid specifications, the participation of third-party political subdivisions and/or fire companies/districts shall also be upon the consent of the vendor.

The award will be based in part on an analysis of the following criteria: technical and esthetic qualities of the bid, reliability, vendor’s ability, and facilities to provide the service called for, evaluation of the Vendor’s proper understanding of the County’s needs, and price. The contract shall be awarded to the responsible firm who best meets the BID’s criteria in the opinion of the

County.

Any deviations from bid specifications must be noted with bid.

Additional selection factors may be included under the SPECIFICATIONS section of this

BID. The Vendor must provide unquestionable evidence of sustained capability of providing the goods requested such as can be demonstrated in existing or previous operations.

The County may award a contract based upon the bids received, without discussion of such bids with Vendors. Each bid should, therefore, be submitted in the most favorable terms the Vendor can make to the County. The County of Oswego does, however, reserve the right to request additional data or an oral presentation in support of the written bid.

Submission of a bid does not automatically qualify a Vendor for a presentation. The County reserves the right to negotiate with all qualified Vendors.

The County of Oswego, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 and New York State Executive Law affirmatively ensures that the contract will be awarded without discrimination on the grounds of race, creed, color, disability, marital status, age, sexual orientation or natural origin.

All bids are subject to final review and acceptance by the Oswego County Legislature before any award of contract may be made. Receipt of bids by the County shall not be construed as authority to bind the County.

All bids shall be firm for a period of forty-five (45) days after the opening date in order for the

County to determine which bid best meets the public interest. The County reserves the right to extend said period.

At the discretion of the County, the successful Vendor must provide Letter of Commitment within thirty (30) days of acceptance.

1.11. COMMENCEMENT OF WORK

Upon execution and delivery of the contract and delivery of any required performance bonds, including the required Certificates of Insurance and the approval thereof by the County Attorney, the successful Vendor will be notified to proceed with the work of the contract. Such notification will be in the form of a letter to proceed from the County’s Purchasing Office.

1.12. CANCELLATION

The County reserves the right to cancel the contract at will. If the Vendor fails to perform under the contract, fails to meet specifications, or fails to make satisfactory progress so as to endanger the overall contract performance, they may be determined to be in breach and the contract may be terminated by giving written notice to the Vendor of such termination and specify the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, and reports prepared by the Vendor under this contract shall, at the option of the County, become County property and the Vendor shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder.

The Vendor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Vendor, and the County may withhold any payments to the Vendor for the purpose of determining the exact amount of damages due the

County.

The Vendor understands that the contract may be terminated due to non-appropriation of funds.

1.13. PRICING

All prices are to be lump sum and quoted firm against increase for the duration of the contract.

Travel or incidental expenses cannot be separately invoiced. The County shall not be responsible for any additional costs. In addition to a lump sum bid, bidders will be required to populate certain material and labor unit cost (see Unit Price Costing Sheet) to allow for the addition and/or removal of build sections in an effort to eliminate or negate barriers to make-ready / licensing obstacles. Any scope additions or scope removals will be subject to an executed formal change-order between selected bidder and Oswego County

1.14. METHOD OF PAYMENT

Payment shall be made at the Contract price for goods provided and verified by the Oswego

County Office of Strategic Initiatives. Payment schedule is negotiable for completed work.

Invoices shall be sent to the Oswego County Office of Strategic Initiatives preferably by email to kyle.boeckmann@oswegocountyny.gov or mail to 46 East Bridge Street, Oswego, NY

13126. Oswego County does not pay in advance.

1.15. CONTRACT PERIOD

The contract resulting from this bid shall be completed by December 31, 2026.

1.16. CITIES/TOWNS/VILLAGES

The Contractor agrees to supply Cities, Towns and Villages in Oswego County, who desire, according to the terms and conditions of these specifications.

1.17. PREVAILING WAGE

In submitting this bid, you acknowledge that minimum hourly rates of pay are established by

Federal and State laws and regulations.

You are to pay prevailing wages and supplements, where required, consistent with the New

York State Labor Law. In the event that you as a Contractor, shall fail to pay the prevailing wages and supplements, it shall be considered material breach of the resulting term contract.

The County retains all rights, at law, or in equity, to seek any and all remedies or recovery to which the County may be entitled, including without limitation, seeking any applicable civil or criminal penalty. Further, the County shall have the right, in its discretion, to terminate the term and contract immediately. In such event of termination, you, as the Contractor shall be liable to the County for any additional costs or expenses incurred by the County in the completion of the project, and for any other recovery, costs, and expenses to which the County may be entitled.

mailto:kyle.boeckmann@oswegocountyny.gov

Each bidder must disclose whether such bidder has been held to be in willful violation of the

New York State Labor Law for failure to pay prevailing wages and supplements under the New

York State Labor Law within the three (3) years immediately preceding the submission of the bid. The disclosures must be included with the proposal.

Original schedules of the Prevailing Wage Rates will be found at www.labor.state.ny.us where such are updated from time to time.by the Department of Labor.

Effective December 30, 2024, those who submit bids or perform construction work on public projects or certain private projects will be required to register with NYSDOL.

Contractors must register before submitting any new bids or beginning work on a covered project starting December 30, 2024. Subcontractors need to register before starting new work on a covered project on or after that date.

The prevailing wage class that should be used is Teledata, specifically rates that were in place prior to July 1, 2025.

For prevailing wage guidance from NYS DOL, please refer to the following website:

https://dol.ny.gov/prevailing-wage-connectall. Please include the DOL Labor memo with the

Wage Schedule.

For the purposes of the work (goods, or services) to be provided in connection with this solicitation please refer to PRC# 2026014155.

1.18. BONDING FOR PUBLIC WORKS PROJECTS

The Vendor shall procure and deliver bonds to the County of Oswego and maintain them at its own expense and without expense to the County of Oswego until final acceptance by the county of the work covered by this contract.

Faithful Performance Bond. A bond in the form prescribed by the county with sufficient sureties, approved by the county, that the Vendor will perform the work in accordance with the terms of the contract and with the plans and specifications, and that it will commence and complete the work within the time prescribed in the contract, and that it will provide against direct or indirect damages that shall be suffered or claimed on account of such construction or improvement during the time thereof, and until the contract is accepted. AND

Labor and Material (Payment) Bond. A bond guaranteeing prompt payment of moneys due all persons supplying the Vendor or sub- Contractor with labor and materials employed and used in carrying out the contract, which bond shall insure to the benefit of the persons supplying such labor and materials.

Amount of Bonds. The amount of the Faithful Performance Bond and Labor and Material

Bond shall EACH be 100% of the amount of the contract price.

If the surety on any bond furnished by the Vendor is declared bankrupt or becomes insolvent or its right to do business in the State of New York is terminated, the Vendor shall immediately substitute other bonds which must be acceptable to the County of Oswego.

https://dol.ny.gov/prevailing-wage-connectall

Bid Bond. A bond or guaranty in the amount of 5% of your bid is required to validate a bid being submitted. This may be in the form of a Bid Bond, certified check, or standard form irrevocable letter of credit payable to the County of Oswego.

1.19. OTHER TERMS AS MAY APPLY

To the extent allowed by law and federal funding streams, the County of Oswego requires that any county contractors or subcontractors, prior to entering into any future county-let construction contracts over $150,000, show that they offer apprenticeship agreements appropriate for the type and scope of work to be performed and that have been registered with and approved by the NYS Commissioner of Labor pursuant to the requirements found in the

NYS Labor Law. Any apprenticeship agreement shall follow as a template the Suggested

Standards for Apprenticeship Agreements under NYS Labor Law §815.

2. PART 2 – SPECIFICATIONS

2.1. SCOPE Guidance and Background

The scope of services includes installing outside fiber optic cabling system for Oswego

County. Fiber optic cable has been purchased by the county and is located at 111 East 11th

St., Oswego, NY 13126. The fiber optic alignment and segment configuration are completed, and most required construction permits have been submitted. Appendix A contains detailed construction scope, typicals for aerial and underground construction requirements, Splicing prints and OSP Aerial and Underground construction prints.

This information is intended to provide the Contractor with the routes, traffic corridors, neighborhoods, working conditions, and other general environmental information as may be required to familiarize Bidders with the work environments that may impact pricing and/or scheduling.

The fiber optic cable will be placed (aerial and underground) within existing state, county or local Rights-of-Way (ROW) and or Easements. Oswego County has secured all required pole attachment agreements with Pole Owners and conduit encroachment agreements from existing utilities. All required inspections, permits, and/or approvals have been secured and or applied for by the county.

2.2. Additional SCOPE guidelines/details

The services and materials to be provided under this Contract, in accordance with the Contract

Documents, consists of supplying and delivering all materials (except fiber optic cabling), equipment, labor and incidentals necessary or convenient for the construction of fiber optic infrastructure, and carry out all of the duties and obligations imposed upon the Contractor by the

BID, and BID Specifications.

Under an agreement between Oswego County and NYS Empire State Development (ESD), the contractor will be required to build approximately 20 miles of fiber optic cable, consisting of both aerial and underground installations within the CENTRAL SQUARE

SERVICE AREA. Refer to Construction Package for specific details and scope requirements.

As-builts and updating construction prints by the Contractor must be done using a Contractor owned laptop, iPad, tablet or like system to ensure weekly updates are done into the Project

Dashboard tracking system. Contractor will be given access to the Web based dashboard.

The main features of the work shall include, but not be limited to the following:

2.2.1. Provide labor, materials, equipment, and services as specified.

2.2.2. Oswego County will provide the fiber cable and Central Office Termination Equipment and will require arrangements with the County as fiber will be stored at a county site and all inventory will be tracked closely. Only the physical fiber optic cabling and Central

Office Termination Equipment is supplied by Oswego County. All other materials and accessories required for a complete, OTDR-tested system shall be provided by the selected Contractor.

2.2.3. Splicing will be done in typical splice cases, that may be aerial strand mounted, and / or rack in an underground Hand-hole, vault or Central Office.

2.2.4. All equipment shall be new, and UL listed.

2.2.5. All materials furnished and all work performed shall comply with all State, County and

Local Codes. In addition, the selected Contractor(s) must meet all County and ESD contract terms and conditions.

2.2.6. Contractor shall work with County, Project Engineers, Construction Manager, contract

Administrators and other designees to secure all required inspections, permits, and/or approvals. This includes but is not limited to OSHA, NEC and EPA requirements.

2.2.7. All equipment and work shall comply with FCC regulations.

2.2.8. Contractor is responsible for providing storage/warehouse, personnel, and equipment to complete the project. Contractor shall be responsible for inventory management and reporting requirements to Oswego County and NYS ConnectALL Office.

2.2.9. Contractor is responsible for compiling and submitting NYS DOL Workforce Utilization

Report annually.

2.2.10. For aerial construction, strand and lash will be used with appropriate guying of the installation per industry standers and code compliance strand size placement (6m EHS or

10m EHS). Refer to Construction Package Typicals for more details.

2.2.11. The aerial fiber optic cable will be placed on poles at the top of the communications zone, a minimum of forty inches (40”) below the lowest electric point, per the National Electric

Safety Code (NESC), and associated electric company. Contractor will provide exact attachment details and will not deviate from attachment requirements provided without permission of County OSP Engineering Construction Manager.

2.2.12. For underground construction, conduits will be used with appropriate installation per industry standards and code compliance conduit placement (2” HDD and/or 4” HDD were applicable). Refer to Construction Package Typicals for more details.

2.2.13. The underground conduits and the fiber installed by the same Contractor will provide exact details and will not deviate from construction requirements provided without permission of County OSP Engineering Construction Manager.

2.2.14. Contractor shall be in strict accordance with and conform to all current local, State of New

York regulations, UL labels, National Electrical Code, as well as all other rules, regulations, ordinances of any organization, company or authority having jurisdiction.

2.2.15. The Contractor shall be responsible for scheduling of police details and any additional inspectors as required by, local, city, state, or federal jurisdiction, and shall bear all costs associated with such police details and inspectors. Railroad flaggers and Interstate Road closures will be scheduled by the Contractor, and the associated costs will be paid for by the Contractor. At times it will be necessary to divert the flow of vehicular or pedestrian traffic around construction areas. The Contractor shall furnish all signs, barricades, cones, drums, warning lights, flag persons, or other devices which are required in the "Manual on Uniform Traffic Control Devices", or as otherwise required by state and local governments. The Contractor shall be responsible for obtaining all necessary approvals.

2.2.16.The drawings provided as part of the appendices are typical drawing showing the route, poles, attachment locations, approximate distances along with buried inset drawings and construction detail prints for the work. The drawings released to the contractor as part of their task orders will be similar in content and method of installation.

2.3. Types of work will include:

2.3.1. Installation of 144-strand, 96-strand, 48-strand and 24-strand fiber cable placed on existing pole lines within the communications zone and underground. The estimated mileage for aerial is 18 miles and underground is 1.9 miles. Underground work will consist of HDD, plowing, or trenching as existing field conditions may dictate and/or per the direction by the AHJ allows.

2.3.2. Along with the typical construction requirements of butt splicing and maintenance loops "snow shoes" (every 1,500') and loops should consist of 150’ for maintenance loops and 75’ for MST. Refer to scope within Construction package for more details.

2.3.3. Placement is either along DOT permit ROW per an encroachment agreement as well under roadways, or within exiting Oswego County easements.

SEE APPENDIX A – DRAWINGS

3. PART 3 – BID FORMAT

3.1. Please submit one (1) signed original bid in a sealed opaque envelope indicting the company's name and bid title and one (1) electronic copy in the form a flash drive marked:

BID 25-OSI-007 CONSTRUCTION OF AERIAL AND UNDERGROUND FIBER

OPTIC CABLING – CENTRAL SQUARE SERVICE AREA.

3.2. The proposal will become the property of the County, and shall be open to the public, within the limits of New York State law, for inspection after the award process. The County will not be responsible for any proprietary information.

3.3. Required Cover Forms:

• Vendor Reply Cover Sheet (attached)

• Vendor Information Sheet (attached)

• Non-Collusion Certification (attached)

• Resolution for Corporations (attached)

• Sexual Harassment Certification (attached)

• Bidder’s Qualification Statement (attached)

4. PART 4 – GENERAL PROVISIONS

4.1. ARTICLE 1. SCOPE OF WORK

Proposer agrees to perform the services in accordance with the terms and conditions of this agreement. It is specifically agreed to by the Proposer that the County will not compensate the

Proposer for any services provided not within the scope of this agreement without prior authorization, evidenced only by a written change order or addendum to this agreement executed by the Oswego County Legislative Chairman after consultation with the Oswego

County Legislature. For full scope of work details, bidder must refer to OSP Construction

Package.

4.2. ARTICLE 2. TERM OF AGREEMENT

The proposer must obtain approval to proceed as evidenced by a written purchase order to commencement of work upon this contract. The County shall be invoiced only upon tender of goods fulling conforming to the above specification or approved modified specification.

4.3. ARTICLE 3. COMPENSATION

The County will audit and pay the proper amounts due the Proposer within sixty (60) days after receipt by the County of a claimant’s certification form or invoice and, if either is objectionable, will notify the Proposer in writing of the County’s reasons for objecting to all or any portion of the invoice submitted by the Proposer.

4.4. ARTICLE 4. EXECUTORY CLAUSE

The County shall have no liability under this agreement to the Proposer or to anyone else beyond funds appropriated and available for this agreement.

4.5. ARTICLE 5. PROCUREMENT OF AGREEMENT

The Proposer represents and warrants that no person or selling agent has been employed or retained by the Proposer to solicit or secure this agreement upon an agreement or upon an understanding for a commission, percentage, a brokerage fee, contingent fee or any other compensation. The Proposer further represents and warrants that no payment, gift or thing of value has been made, given or promised to obtain this or any other agreement between the parties. The Proposer makes such representations and warranties to induce the County to enter into this agreement and the County relies upon such representations and warranties in the execution hereof.

For a breach or violation of such representations or warranties, the County shall have the right to annul this agreement without liability, entitling the County to recover all monies paid hereunder and the Proposer shall not make claim for, or be entitled to recover, any sum or sums otherwise due under this agreement. This remedy, if elected, shall not constitute the sole remedy afforded the County for such falsity or breach, nor shall it constitute a waiver of the

County’s right to claim damages or otherwise refuse payment to or to take any other action provided for by law or pursuant to this agreement.

4.6. ARTICLE 6. CONFLICT OF INTEREST

The Proposer represents and warrants that neither it nor any of its directors, officers, members, partners, or employees, have any interest nor shall they acquire any interest, directly or indirectly which would or may conflict in any manner or degree with the performance or rendering of the services herein provided. The Proposer further represents and warrants that in the performance of this agreement no person having such interest or possible interest shall be employed by it and that no officer or employee of the County, nor any person whose salary is payable, in whole or in part, by the County, or any corporation, partnership, limited liability company or association in which such official, officer or employee is, directly or indirectly interested, shall have any such interest, direct or indirect, in this agreement or in the proceeds thereof.

For a breach or violation of such representations or warranties, the County shall have the right to annul this agreement without liability, entitling the County to recover all monies paid hereunder and the Proposer shall not make claim for, or be entitled to recover, any sum or sums otherwise due under this agreement. This remedy, if elected, shall not constitute the sole remedy afforded the County for such falsity or breach, nor shall it constitute a waiver of the

County’s right to claim damages or otherwise refuse payment to or to take any other action provided for by law or pursuant to this agreement.

4.7. ARTICLE 7. FAIR PRACTICES

4.7.1. The Proposer and each person signing on behalf of the Proposer represents, warrants and certifies under penalty of perjury, that to the best of their knowledge and belief:

a. The prices in this agreement have been arrived at independently by the Proposer without collusion, consultation, communication, or agreement with any other

Proposer or with any competitor as to any matter relating to such prices which has the effect of, or has as its purpose, restricting competition.

b. Unless otherwise required by law, the prices which have been quoted in this agreement and on the proposal or quote submitted by the Proposer have not been knowingly disclosed by the Proposer prior to the communication of such quote to the County or the proposal opening directly or indirectly, to any other Proposer or to any competitor; and

c. No attempt has been made or will be made by the Proposer to induce any other person, partnership, corporation, or entity to submit or not to submit a proposal or quote for the purpose of restricting competition.

4.7.2. The fact that the Proposer (i) has published price lists, rates, or tariffs covering items being procured (ii) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (iii) has provided the same items to the other customers at the same prices being proposed or quoted, does not constitute, without more, a disclosure within the meaning of this article.

4.8. ARTICLE 8. INDEPENDENT CONTRACTOR

In performing the services and incurring expenses under this agreement the Proposer shall operate as, and have the status of, an independent contractor and shall not act as agent, or be an agent, of the County. As an independent contractor, the Proposer shall be solely responsible for determining the means and methods of performing the services and shall have complete charge and responsibility for the Proposer’s staff engaged in the performance of the same.

In accordance with such status as independent contractor, the Proposer covenants and agrees that neither it nor its employees or agents will hold themselves out as, nor claim to be officers or employees of the County, or of any department, agency or unit thereof by reason hereof, and that they will not, by reason hereof, make 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, health coverage, unemployment insurance benefits, social security coverage, or employee New York State Retirement System membership or credit.

4.9. ARTICLE 9. ASSIGNMENT AND SUBCONTRACTING

Pursuant to general municipal law§ 109, the Proposer shall not assign any of its rights, interests or obligations under this agreement, or subcontract any of the services to be performed by it under this agreement, without the prior express written consent of the

President of the County. Any such subcontract, assignment, transfer, conveyance, or other disposition without such prior consent shall be void and any services provided thereunder will not be compensated. Any subcontract or assignment properly consented to by the County shall be subject to all the terms and conditions of this agreement.

Failure of the Proposer to obtain any required consent to any assignment, shall be grounds for termination for cause, at the option of the County and if so terminated, the County shall thereupon be relieved and discharged from any further liability and obligation to the Proposer, its assignees or transferees, and all monies that may become due under this agreement shall be forfeited to the County except so much thereof as may be necessary to pay the Proposer’s employees for past service.

The provisions of this clause shall not hinder, prevent, or affect any assignment by the

Proposer for the benefit of its creditors made pursuant to the laws of the state of New York.

This agreement may be assigned by the County to any corporation, agency, municipality, or instrumentality having authority to accept such assignment.

4.10. ARTICLE 10. BOOKS AND RECORDS

The Proposer agrees to maintain separate and accurate books, records, documents and other evidence and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this agreement.

4.11. ARTICLE 11. RENTENTION OF RECORDS

The Proposer agrees to retain all books, records, and other documents relevant to this agreement for six (6) years after the final payment or termination of this agreement, whichever later occurs. The County, or any state and/or federal auditors, and any other persons duly authorized by the County, shall have full access and the right to examine any of said materials during said period.

4.12. ARTICLE 12. AUDITS BY OSWEGO COUNTY AND OTHERS

All claimant’s certification forms or invoices presented for payment to be made hereunder, and the books, records, and accounts upon which said claimant’s certification forms or invoices are based are subject to audit by the County. The Proposer shall submit any and all documentation and justification in support of expenditures or fees under this agreement as may be required by the County so that it may evaluate the reasonableness of the charges, and the Proposer shall make its records available to the County upon request. All books claimant’s certification forms, records, reports, cancelled checks and any and all similar material may be subject to periodic inspection, review and audit by the County, the State of New York, the federal government, and/or other persons duly authorized by the County. Such audits may include examination and review of the source and application of all funds whether from the

County and State, the federal government, private sources or otherwise. The Proposer shall not be entitled to any interim or final payment under this agreement if any audit requirements and/or requests have not been satisfactorily met.

4.13. ARTICLE 13. INSURANCE AND STATUTORY COMPLIANCE

4.13.1. In acceptance of this agreement, the Proposer covenants and certifies that it will comply, in all respects, with all federal and state laws which regarding work for public authority corporations including, but not limited to, workers’ compensation and employer’s liability insurance, hours of employment, wages and human rights, and the provisions of general municipal law§§ 103(a) and 103(b) and state finance law §§139-a and 139-b.

Pursuant to General Municipal Law §108, the parties hereto agree that this agreement contract shall be void and of no effect unless the Proposer shall secure Workers’

Compensation for the benefit of, and keep insured during the life of the contract, such employees, in compliance and as may be necessary with the provisions of the Workers’

Compensation Law.

For all of the services set forth herein and as hereinafter amended, the Proposer shall maintain or cause to be maintained, in full force and effect during the term of this agreement, at its expense, a workers’ compensation insurance, liability insurance covering personal injury and property damage, and other insurance with stated minimum coverage, all as listed below. Such policies are to be in the broadest form available on usual commercial terms and shall be written by insurers of recognized financial standing satisfactory to the County who has been fully informed as to the nature of the services to be performed. Except for Workers’ Compensation and professional liability, the County shall be an additional insured on all such policies with the understanding that any obligations imposed upon the insured (including, without limitation, the liability to pay premiums) shall be the sole obligation of the

Proposer and not those of the County. Notwithstanding anything to the contrary in this agreement, the Proposer irrevocably waives all claims against the County for all losses, damages, claims or expenses resulting from risks commercially insurable under this insurance described in this Article 13. The provisions of insurance by the Proposer shall not in any way limit the Proposer’s liability under this agreement.

4.13.2. Insurance Requirements

a. Notwithstanding any terms, conditions, or provisions, in any other writing between the parties, the Proposer hereby agrees to effectuate the naming of the

County as an unrestricted, additional insured on the contractor’s insurance policy(ies), with the exception of Workers’ Compensation. If the contractor is self-insured, evidence of its status as a self-insured entity shall be provided to the

County Purchasing Department. If requested, the contractor must describe its financial condition and the self-insured funding mechanism(s).

b. The policy naming the County as an additional insured shall, without exception:

• Be an insurance policy from an A.M. best rated “secured” New York State licensed insurer.

• Contain a 30-day notice of cancellation

• State that the insurer’s coverage shall be primary coverage for the County, its officers, and employees.

• The County shall be listed as an additional insured by using endorsement CG

201 01085 or broader. The certificate must state that this endorsement is being used. If another endorsement is used, a copy shall be included with the certificate of insurance.

c. The contractor agrees to indemnify the County for any applicable deductibles.

d. Required insurance minimums:

• Commercial general liability insurance $1,000,000 per occurrence/$2,000,000 aggregate.

• General aggregate to apply on a per project basis.

• Automobile liability $1,000,000 CSL for owned, hired and borrowed and non-owned motor vehicles.

• Excess/umbrella insurance $3,000,000 each occurrence and aggregate.

• Workers’ Compensation and NYS Disability Statutory Workers’

Compensation, Employers’ Liability and NYS Disability Benefits insurance for all employees.

• Performance and Labor & Material bonds. If required in the specifications, these bonds shall be provided by a New York state admitted surety company, in good standing.

• Professional liability/malpractice $1,000,000 aggregate (if commercially available for your profession)/$1,000,000 per claim.

e. The Proposer acknowledges that failure to obtain such insurance on behalf of the

County constitutes a material breach of this contract. The Proposer is to provide the County with a certificate of insurance, evidencing the above requirements have been met, prior to the commencement of work or use of facilities. The failure of the County to object to the contents of the certificate or the absence of same shall not be deemed a waiver of any and all rights held by the County.

The Proposer shall attach to this agreement a certificate of insurance evidencing the Proposer’s compliance with these requirements.

Each policy of insurance shall contain clauses to the effect that (i) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the County with respect to its interests, (ii) it shall not be cancelled, including, without limitation, for nonpayment of premium, or materially amended, without thirty (30) days prior written notice to the County, directed to the County Attorney and the department head and the County shall have the option to pay any necessary premiums to keep such insurance in effect and charge the cost back to the Proposer.

To the extent it is commercially available, each policy of insurance shall be provided on an “occurrence” basis. If any insurance is not so commercially available on an “occurrence” basis it shall be provided on a “claims made” basis, and all such “claims made” policies shall provide that:

• Policy retroactive dates coincide with or precede the Proposer’s start of the performance of the services (including subsequent policies purchased as renewals or replacements).

• The Proposer will maintain similar insurance for at least six (6) years following final acceptance of the services.

• If the insurance is terminated for any reason, the Proposer agrees to purchase an unlimited extended reporting provision to report claims arising from the services performed for the County; and

• Immediate notice shall be given to the County through the department head and the County Attorney of circumstances or incidents that might give rise to future claims with respect to the services performed under this agreement.

4.14. ARTICLE 14. INDEMNIFICATION

The Proposer agrees to defend, indemnify and hold harmless the County, including its officials, employees and agents, against all claims, losses, damages, liabilities, costs or expenses (including, without limitation, reasonable attorney fees and costs of litigation and/or settlement) whether incurred as a result of a claim by a third party or any other person or entity, arising out of the services performed pursuant to this agreement which the County, or its officials, employees or agents, may suffer by reason of any negligence, fault, act or omission of the Proposer, its employees, representatives, subcontractors, assignees, or agents.

In the event that any claim is made or any action is brought against the County arising out of the negligence, fault, act or omission of an employee, representative, subcontractor, assignee or agent of the Proposer either within or without the scope of his respective employment, representation, subcontract, assignment or agency, or arising out of the Proposer’s negligence, fault, act or omission, then the County shall have the right to withhold further payments hereunder for the purpose of set-off in sufficient sums to cover the said claim or action. The rights and remedies of the County provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provide by law or this agreement.

4.15. ARTICLE 15. PROTECTION OF OSWEGO COUNTY PROPERTY

The Proposer assumes the risk of and shall be responsible for, any loss or damage to County property, including property and equipment leased by the County, used in the performance of this agreement and caused, either directly or indirectly by the acts, conduct, omissions or lack of good faith of the Proposer, its officers, directors, members, partners, employees, representatives or assignees, or any person, firm, company, agent or others engaged by the

Proposer as an expert consultant specialist or subcontractor hereunder.

In the event that any such County property is lost or damaged, except for normal wear and tear, then the County shall have the right to withhold further payments hereunder for the purposes of set-off in sufficient sums to cover such loss or damage.

The Proposer agrees to defend, indemnify, and hold the County harmless from any and all liability or claim for loss, cost, damage or expense (including, without limitation, reasonable attorney fees and costs of litigation and/or settlement) due to any such loss or damage to any such County property described in this article.

The rights and remedies of the County provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law or by this agreement.

4.16. ARTICLE 16. TERMINATION

The County may, by written notice to the Proposer effective upon mailing, terminate this agreement in whole or in part at any time (1) for the County’s convenience, (2) upon the failure of the Proposer to comply with any of the terms or conditions of this agreement, or (3) upon the Proposer becoming insolvent or bankrupt.

Upon termination of this agreement, the Proposer shall comply with any and all Oswego

County closeout procedures, including, but not limited to:

• Accounting for and refunding to the County within thirty (30) days, any unexpended funds which have been paid to the Proposer pursuant to this agreement; and

• Furnishing within thirty (30) days an inventory to the County of all equipment, appurtenances and property purchased by the Proposer through or provided under this agreement and carrying out any County directive concerning the disposition thereof.

In the event the County terminates this agreement, in whole or in part, as provided in this article, the County may procure upon such terms and in such manner as deemed appropriate, services similar to those so terminated, and the Proposer shall continue the performance of this agreement to the extent not terminated hereby. If this agreement is terminated in whole or in part for other than the convenience of the County, any services procured by the County to complete the services herein will be charged to the Proposer and/or set off against any sums due the Proposer.

Notwithstanding any other provisions of this agreement, the Proposer shall not be relieved of liability to the County for damages sustained by the County by virtue of the Proposer’s breach of the agreement or failure to perform in accordance with applicable standards, and the County may withhold payments to the Proposer for the purposes of set-off until such time as the exact amount of damages due to the County from the Proposer is determined.

The rights and remedies of the County provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law or by this agreement.

4.17. ARTICLE 17. GENERAL RELEASE

The acceptance by the Proposer or its assignees of the final payment under this agreement, whether by claimant’s certification form, judgment of any court of competent jurisdiction, or administrative means shall constitute and operate as a general release to the County from any and all claims of the Proposer arising out of the performance of this agreement.

4.18. ARTICLE 18. SET-OFF RIGHTS

The County shall have all its common law, equitable and statutory rights of set-off. These rights shall include, but are not limited to, the County’s right to withhold for the purposes of set-off any monies otherwise due to the Proposer (i) under this agreement, (ii) under any other agreement or contract with the County, including any agreement or contract for a term commencing prior to or after the term of this agreement, or (iii) from the County by operation of law.

4.19. ARTICLE 19. NO ARBITRATION

Any and all disputes involving this agreement, including the breach or alleged breach thereof, may not be submitted to arbitration unless specifically agreed thereto in writing by the

Oswego County Legislative Chairman, but must instead only be heard in the Supreme Court of the State of New York, with venue in Oswego County or if appropriate, in the federal district court with venue in the northern district of New York, Syracuse division.

4.20. ARTICLE 20. GOVERNING LAW

This agreement shall be governed by the laws of the state of New York. The Proposer shall render all services under this agreement in accordance with applicable provisions of all federal, state and local laws, rules and regulations as are in effect at the time such services are rendered.

4.21. ARTICLE 21. ACCEPTANCE OF SUBSTITUTED SERVICE

The Proposer hereby consents and agrees to accept to substituted service of process via first class mail to the above referenced address of any summons, process or pleading pertaining to or arising from litigation concerning this agreement in lieu of any other methods authorized by the New York civil practice law and rules. Service of process shall be deemed to be complete upon mailing same. This provision shall survive the termination of this agreement and shall not be construed requiring substituted service, should the County elect to commence litigation by other means provided for by law. The County does not waive personal service herein and will require service of process in conformity with CPLR§311(4).

4.22. ARTICLE 22. TAXES

The County is exempt from the payment of sales and compensating use taxes, manufacturer’s excise taxes and all other taxes imposed by the State of New York and the federal government.

Taxes shall not be included in any contract or proposed price. A tax-exempt certificate will be executed upon the Proposer’s request.

4.23. ARTICLE 23. CURRENT OR FORMER COUNTY EMPLOYEES

Vendor represents and warrants that it shall not retain the Services of any County employee or former County employee in connection with this Agreement or any other Agreement that said

Vendor has or may have with the COUNTY without the express written permission of the

County of Oswego. This limitation covers the preceding two (2) years or longer if the County employee or former County employee has or may have an actual or perceived conflict of interest due to their position with the County.

For a breach or violation of such representations or warranties, the County shall have the right to annul this Agreement without liability, entitling the County to recover all monies paid hereunder and Vendor shall not make claim for or be entitled to recover, any sum or sums otherwise due under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded the County for such falsity or breach, not shall it constitute a waiver of the

County’s right to claim damages or otherwise refuse payment or to take any other action provided for by law or pursuant to this Agreement.

4.24. ARTICLE 24. ENTIRE AGREEMENT

The rights and obligation of the parties and their respective agents, successors and assignees shall be subject to and governed by this agreement, including any attachments, which supersede any other understandings or writings between or among the parties.

4.25.