COUNTY OF CAYUGA

INVITATION TO BID

For

CAYUGA COUNTY

Fosterville Road Twin Arch Culvert Rehabilitation

ITB 2026-21

Issue Date:

July 30, 2026

Location Site walk:

August 3, 2026 @ 12:00 PM On Fosterville Rd. in Montezuma, NY, 600 ft. South of the

McDonald Rd. intersection

Question Due Date:

August 4, 2026 @ 5:00 PM

Due Date:

August 10, 2026 @ 10:00 AM

Respond to:

Cayuga County Highway & Purchasing Department

91 York Street Auburn, NY 13021

Attention:

Amanda O’Grady Director of Purchasing

AUBURN, NEW YORK

Invitation to Bid

Sealed bids, plainly marked, can be mailed to:

Cayuga County Highway & Purchasing Department

91 York Street Auburn, NY 13021

Attention:

Amanda O’Grady

Director of Purchasing

All bids must be submitted in physical printed paper form. Email submissions will not be accepted and will disqualify the bidder, even if a physical copy is also received.

Due on or before August 10, 2026 @ 10:00 AM, at which time bids will be opened for:

FOSTERVILLE ROAD TWIN ARCH CULVERT REHABILITATION

THE BID OPENING IS PUBLIC AND WILL TAKE PLACE AT:

CAYUGA COUNTY HIGHWAY DEPARTMENT

91 YORK STREET

AUBURN, NY 13021

You may obtain specifications and/or RSVP by calling 315-294-8086 or emailing aogrady@cayugacounty.gov mailto:aogrady@cayugacounty.gov

BID DOCUMENT CHECKLIST SIGNATURE PAGE

Items required (X) Items submitted with bid

A. FAILURE TO SUBMIT ANY OF THESE DOCUMENTS MAY BE CAUSE FOR

REJECTION OF BID.

Bid guarantee (bid bond or certified/cashier's check) Certificate from a surety company (Insurance requirement) Certificate from the NYS DOL List of designated subcontractors and their Certificate from the NYS DOL Acknowledgment of receipt of addenda or revisions (if issued) Affirmative Action questionnaire Fee proposal Product samples References Certified financial statement Certification of available equipment Bid Document Checklist Signature Page Certificate of Non-Collusion (notarized) Statement of Understanding Procurement Lobbyist restrictions Vendor Responsibility Form Iran Divestment Act Compliance W-9 Cayuga County New Vendor Request Form MWBE Utilization Form Two (2) printed hard copies and one (1) electronic copy on a USB drive of Bid Proposal are Required

*DO NOT EMAIL THE ELECTRONIC COPY OF YOUR BID PROPOSAL OR IT IS REJECTED*

THE UNDERSIGNED BIDDER HEREWITH SUBMITS THE ABOVE REQUIRED

DOCUMENTS.

PRINT NAME OF BIDDER: ______________________________________

SIGNED BY: ______________________________________

PRINT NAME AND TITLE: _______________________________________

DATE: _______________________________________

MUST RETURN WITH BID

Twin Arch Culvert Rehabilitation – Fosterville Road South of McDonald Road

1. General

The County is soliciting bids from qualified contractors to rehabilitate the deteriorated invert sections of the existing twin metal arch culverts located on Fosterville Road south of McDonald Road.

The Contractor shall furnish all labor, supervision, materials, equipment, tools, transportation, temporary facilities, and incidentals necessary to complete the work in accordance with these specifications, applicable NYSDOT Standard Specifications, New York State Department of Labor requirements, applicable permits, and all federal, state, and local regulations.

The work shall restore the structural integrity of the culvert inverts while minimizing impacts to the surrounding stream channel and roadway. This project is required to be started asap and completed in full by the end of August 2026 due to safety concerns.

2. Scope of Work

The Contractor shall perform the work including, but not limited to, the following:

1) Mobilization

• Mobilize personnel, materials, and equipment to the project site.

• Establish staging areas as approved by the County.

• Provide all necessary traffic control in accordance with the latest Manual on Uniform Traffic Control Devices

(MUTCD), NYSDOT requirements, and County Highway Department requirements.

• Verify the location of all underground and overhead utilities through the appropriate utility notification system prior to commencing work.

2) Environmental Protection

Install and maintain erosion and sediment control measures throughout construction including, but not limited to:

• Silt fence

• Straw wattles

• Sediment barriers

• Temporary stabilization measures

• Other erosion control devices necessary to prevent sediment from entering adjacent waterways.

• All erosion control measures shall remain in place until disturbed areas are stabilized.

3) Water Diversion

Provide temporary stream diversion necessary to maintain a dry work area.

Temporary diversion may include:

• Cofferdams

• Sandbags

• Pumps

• Bypass piping

• Other approved dewatering methods

• The Contractor shall maintain stream flow throughout construction while preventing downstream sedimentation.

4) Culvert Preparation

For each culvert barrel, the Contractor shall:

• Clean the existing culvert invert of debris, sediment, loose material, corrosion products, and deteriorated concrete.

• Prepare surfaces as necessary to receive repair materials.

• Inspect for voids beneath the invert.

• Where voids exist beneath the invert, they shall be pressure-filled using non-shrink cementitious grout until refusal.

5) Reinforcement Installation

Install reinforcement as required for the invert rehabilitation, including:

• Welding No. 5 reinforcing bars to existing structural members where required.

• Reinforcement shall extend from invert to the haunch line.

• Install galvanized welded wire reinforcing mesh securely fastened to reinforcing steel.

• All welding shall be performed by qualified personnel in accordance with applicable AWS standards.

6) Shotcrete Repair

Apply pneumatically placed Portland cement shotcrete over prepared reinforcement and existing deteriorated metal surfaces.

Shotcrete installation shall:

• Restore the culvert invert.

• Extend from invert to the haunch line.

• Completely encapsulate exposed deteriorated metal.

• Produce a smooth, dense, structurally sound finished surface.

• Be applied in accordance with NYSDOT Standard Specifications Item 583.02 or current equivalent.

7) End Treatment

At each inlet and outlet, the Contractor shall:

• Apply shotcrete around the culvert ends as required.

• Seal exposed deteriorated areas.

• Protect against future undermining.

• Tie repairs into existing sound surfaces.

8) Twin Culvert Rehabilitation

Upon completion of repairs to the first culvert barrel, the Contractor shall relocate temporary water diversion measures and repeat all rehabilitation operations for the second culvert barrel.

9) Site Restoration

Upon completion of construction, the Contractor shall:

• Remove temporary cofferdams.

• Remove erosion control devices after stabilization.

• Restore disturbed areas.

• Remove excess materials and debris.

• Restore the site to pre-construction or better condition.

3. TECHNICAL SPECIFICATIONS

1. Materials

Materials shall conform to the latest editions of applicable NYSDOT Standard Specifications.

Materials shall include, but are not be limited to:

• Portland Cement Shotcrete

• Non-shrink cementitious grout

• Galvanized welded wire mesh

• Grade 60 reinforcing steel

• Welding materials

• Erosion control materials

• Temporary dewatering materials

• Substitutions shall require prior written approval by the County.

2. Workmanship

All work shall be performed by experienced personnel regularly engaged in culvert rehabilitation.

Finished repairs shall be:

• Uniform

• Free of voids

• Properly bonded

• Free of rebound pockets

• Free of honeycombing

• Structurally sound

• Defective work shall be removed and replaced at no additional cost to the County.

3. Standards

Work shall comply with the latest versions of:

• NYSDOT Standard Specifications

• NYSDOT Item 583.02 (Shotcrete), or current equivalent

• NYSDOT Standard Sheets where applicable

• NYS Uniform Fire Prevention and Building Code (where applicable)

• OSHA Regulations (29 CFR 1926)

• MUTCD

• NYSDEC requirements for work within regulated waterways, if applicable

• All County Highway Department requirements

4. Contractor Responsibilities

The Contractor shall be responsible for:

• Means and methods of construction

• Site safety

• Worker protection

• Equipment

• Dewatering

• Temporary traffic control

• Environmental protection

• Daily cleanup

• Coordination with utility owners

• Protection of existing infrastructure

• Disposal of waste materials at approved facilities

5. Permits

Unless otherwise stated elsewhere in the Contract Documents:

• The Contractor shall obtain and pay for all permits, licenses, inspections, and approvals necessary to complete the work.

• If the County obtains environmental permits, the Contractor shall comply with all permit conditions.

6. Measurement and Payment

The lump sum bid shall include all labor, supervision, materials, equipment, transportation, mobilization, traffic control, erosion control, dewatering, reinforcement, grout, shotcrete, cleanup, restoration, incidentals, overhead, and profit necessary to complete the work.

No separate payment shall be made for incidental items required to complete the project.

7. New York State Labor Requirements

The Contractor shall comply with all applicable provisions of:

• New York State Labor Law Articles 8 and 9.

• Prevailing Wage requirements, if applicable.

• Certified Payroll reporting requirements.

• NYS Department of Labor regulations.

• Workers' Compensation Law.

• Disability Benefits Law.

• OSHA safety standards.

• Equal Employment Opportunity requirements.

• All applicable federal, state, and local labor laws.

• The Contractor shall be solely responsible for compliance with all labor requirements throughout the duration of the

Contract.

8. Warranty

The Contractor shall warrant all labor and materials for a period of three (3) years from the date of final acceptance by the County. Any defects resulting from defective workmanship or materials shall be corrected at no additional cost to the County.

2 STATE STREET, 3RD FLOOR

AUBURN, NY 13021

GENERAL CONDITIONS

BIDS

1. All proposals shall be contained in sealed envelopes addressed to the Cayuga County Highway &

Purchasing Department, Attn: Amanda O’Grady Director of Purchasing, 91 York Street, Auburn, NY 13021 and should contain at least 2 printed copies and a digital copy on a USB drive of the proposal

2. Bidder must submit with proposal detailed specifications, circulars and all necessary data on items he/she proposes to furnish. This information must show clearly that the items offered meet all detailed specifications herein. The County Legislature reserves the right to reject any bid if its compliance with the specifications is not clearly evident. If an item offered differs from the provisions contained in these specifications such differences must be explained in detail and the proposal will receive careful consideration if such deviations do not depart from the intent of these specifications and are in the best interests of the County of Cayuga as interpreted by the Legislature of the County of Cayuga.

3. The 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.

4. Prices shall include transportation and delivery charges fully prepaid by the successful proposer to destination indicated in the proposal. In any case, title shall not pass until items have been delivered and accepted by the County.

5. All proposals received after the time stated for the opening in the Invitation to Bid Notice may not be considered and may be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in the handling of the mail. Whether sent by mail or by means of personal delivery, the proposer assumes responsibility for having his/her proposal deposited on time at the place specified.

6. The County reserves the right to request any additional information deemed necessary for the proper evaluation of proposals. Manufacturer's recommended list prices are required with the proposal.

7. In the event satisfactory proposals are not received, the Legislature reserves the right to consider alternative proposals containing deviations from county specifications. Proposers shall explain in detail where such alternatives deviate from the terms of the specifications as issued.

8. The Legislature reserves the right to reject any, and all, proposals not deemed for the best interest of the County and to reject proposals that, in their opinion, are incomplete, conditional, obscure, or which contain irregularities of any kind.

9. The Legislature of the County of Cayuga reserves the right to waive any informality or specification or do so on condition.

10. Project will be awarded to the lowest bidder to promote the public interest, taking into consideration the reliability of the proposer, price, the quality of the materials, equipment, or supplies to be furnished, their conformity with the specifications, the purposes for which required, and the terms of delivery, completion, and training.

11. No contract hereunder shall, either in whole or in part, be assigned, transferred or otherwise disposed of to any other person, company or corporation unless approval is first obtained in writing from the County Legislature.

12. Should any material or equipment delivered fail to meet the specifications, the Legislature may, at their discretion require the vendor to replace the same with material or equipment which does meet the specifications and, at the vendor's expense, to remove the rejected material or equipment from wherever delivered or stored and in the event that such proper replacement and removal is not made by the vendor within 10 days, to cancel the order and terminate the contract, in which event the county will assume no responsibility for any expense or loss to the vendor because of such cancellation or termination.

13. If the successful bidder fails to deliver within the time specified, or within a reasonable time as interpreted by the County, or fails to make replacement of rejected articles, when so requested, immediately or as directed by the County, the County may purchase from other sources to take the place of the item rejected or not delivered. On all such purchases the successful bidder agrees to reimburse the County promptly for excess costs occasioned by such purchases. Should the cost be less, the successful bidder shall have no claim to the difference. Such purchases will be deducted from the contract consideration.

14. A contract may be cancelled at the successful proposer's expense upon non-performance or poor performance of the contract on ten (10) calendar days written notice.

15. Any, and all, awards resulting from the accepted proposal shall be for the complete project. Proposer may not rescind contract because of error or inability to supply through anticipated sources.

16. Executory Clause. It is understood by the parties that this agreement shall be executory only to the extent of the monies available to the County of Cayuga appropriated therefore, and no liability on account thereof shall be incurred by the County beyond the monies available and appropriated for the purpose thereof.

17. The successful proposer/contractor shall be responsible for delivery of items in good condition at point of destination. They shall file with the carrier all claims for breakage, imperfections, and other losses, which will be deducted from invoices.

18. Unloading and placing of equipment and materials is the responsibility of the successful proposer/contractor, and the County accepts no responsibility for unloading and placing of same. Any costs incurred due to the failure of the successful contractor to comply with this requirement will be charged to contractor. No help for unloading will be provided by the County and suppliers should notify their truckers accordingly.

19. All deliveries shall be accompanied by delivery tickets or packing slips. Ticket shall contain the following information for each item delivered:

Contract Number and/or Purchase Order Number Name of Article Item Number (if applicable) Quantity Name of the Successful proposer/contractor

20. The successful proposer/contractor(s) guarantees:

A. Items furnished do not contain defective material or workmanship and will repair or replace any damages or marring occasioned in transit.

B. To furnish adequate protection from damage for all work and repair damages of any kind for which contractor’s workers are responsible, to the building or equipment, to his own work, or to the work of others.

C. That the items delivered are standard, new, latest model of regular stock product or as required by the specifications; also, that no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. Every unit delivered is guaranteed by the successful proposer/contractor against faulty material and workmanship for a period of at least one year from date of delivery. If during this period such faults develop, the successful proposer/contractor agrees to replace the unit or the part affected without cost to the County. Any merchandise provided under the contract which is or becomes defective during the guarantee period shall be replaced by the successful proposer/contractor free of charge with the specific understanding that all replacements shall carry the same guarantee as the original equipment. The successful proposer/contractor shall make any such replacement immediately upon receiving notice from the County.

21. The successful proposer/contractor(s) shall not be held responsible for any losses resulting if the fulfillment of the terms of the contract shall be delayed or prevented by war, acts of public enemies, strikes, fires, floods, acts of God, or for any other acts not within the control of the successful contractor.

22. All vendors must comply with the provisions of the Toxic Waste Right to Know Law and provide the County with any and all information as required by law.

23. All regularly manufactured stock electrical items must bear the label of the Underwriters' Laboratories, Inc.

24. All supplies, equipment, vehicles, and materials must meet the provisions of the New York State Public Employee Safety and Health Act of 1980.

25. Proposer must complete all forms that are a part of this invitation to bid attached hereto and submit them with the proposal.

26. No verbal interpretation of the intent of any of the specifications or other Contract Documents will be made before opening of proposals. Requests for written interpretations prior to opening must be presented, in writing, to the Purchasing Agent, 2 State St. 3rd Flr., Auburn, NY 13021, and to be given consideration must be received by the Purchasing Agent at least seven (7) days prior to the date set for the opening.

27. Any written interpretation, and any additional information or instruction will, if issued, be in the form of a written Addendum or Addenda sent to all holders of ITB Documents at the addresses furnished therefore, at least five (5) days prior to the date of the opening.

28. Failure of any proposer to receive any Addenda shall not relieve such proposer from any obligation set forth in the Addenda. All Addenda so issued shall become a part of the ITB.

29. Prior to the time and date of opening, the identity of proposers and the number of the proposals received may be kept confidential, being disclosed only to public officials when such disclosure is considered necessary for the proper conduct of the submittal process. If no proposals are received or if only one proposal is received within a reasonable time period, the County shall have the option to conclude that competition can be enhanced through revision of the specifications, postponement of the opening date, or in some other way.

30. Qualifications of Proposers. The proposer, by submitting a proposal, authorizes the County to make such investigation as they may deem necessary or advisable to determine any proposer's history as to responsibility or ability to do the work, and the proposer shall furnish to the County, on request, all data and information pertinent thereto. The County reserves the right to reject any proposal if such investigation determines that the proposer has a history, which would cause a reasonable person to question whether to contract with the proposer. Financial instability of a proposer may be one of the causes for non-award.

31. A conditional proposal may be considered informal and may be rejected.

32. A pre-proposal meeting may be held at the option of the Purchasing Agent.

33. Cooperative Bidding. Any officer, board or agency of a political subdivision or of any district therein, located in whole or in part in a county, authorized to make purchases of materials, equipment or supplies, or to contract for services, may make such purchases, or may contract for services, when available, through the county in which the political subdivision or district is located or through any county within the state. However, the County of Cayuga is not an agent of, partner to or representative of these outside agencies is not obligated or liable for any action or debts that may arise out of such independently negotiated “piggy-back” procurements.

36. The provisions of Section 220 of the State’s Labor Law are deemed a part of every proposal with the same force and effect as if set forth at length.

37. Upon mutual agreement by both the County and the awarded bidder(s), a bid may be extended for 2 additional years after the first year.

STANDARD CONTRACT CLAUSES FOR CAYUGA COUNTY

This agreement includes the following terms and conditions, to which the parties do mutually covenant and agree, to wit:

1. The work shall commence and shall progress with due diligence and in the order and manner, in which the Municipality or its engineer may reasonably require, said work to be completed as set forth in the bid proposal.

2. It is further understood and agreed that in case there is a variation between the terms of this contract and the plans and specifications hereinbefore incorporated herein, or between any of the plans and specifications, the Municipality shall determine which shall control and this decision shall be final and in writing.

3. It is further understood and agreed that title to all materials delivered, accepted and paid for, or partly paid for, by the Municipality shall vest in and become the property of the Municipality.

4. Prevailing Wages: All vendors submitting bids for public works are required to conform to all current NYS prevailing wage laws. The County has applied for and has received a PRC number for this project, if applicable. The successful vendor(s) is/are responsible for complying with all current labor rates and regulations throughout the duration of any contract resulting from this document. Current rates are available by calling the NYS Department of Labor at (585) 258- 4505. Rates are also available via the internet at http://www.labor.state.ny.us/prevailing_wage_home.shtm

5. The contractor shall post at a conspicuous point at the site of the work, a schedule showing all determined minimum wage rates as above specified to be paid for the various classes of mechanics, workmen and laborers employed on the work.

6. The Municipality may require the Contractor or any subcontractor or other person performing any work contemplated by this contract or any extra work to file with the governing board of such Municipality a schedule of the wages to be paid to such laborers, workmen and mechanics, and such Contractor shall, within ten (10) days after the receipt of written notice of such requirement, file with the Municipality such schedule of wages.

7. In the hiring of employees for the performance of work under this contract, no Contractor, subcontractor or other person engaged in the performance of any work contemplated by this contract shall, by reason of race or color, discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates No Contractor, subcontractor or any person on his behalf, shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, creed, color or national origin.

8. It is expressly understood and agreed that upon the refusal of the Contractor or any agent or employee of the Contractor, when called before a grand jury, to testify concerning any transaction or contract had with the State of New York, any political subdivision thereof, a public authority thereof or with any public department, agency or official of the State or of any political subdivision thereof or of any public authority thereof, to sign a waiver of immunity against subsequent criminal prosecution or to answer any relevant questions concerning this transaction or contract shall cause the cancellation or termination of this contract and the Municipality shall be liable to the Contractor only for goods delivered or work done prior to the time of the said cancellation or termination.

9. Before payment is made by or on behalf of the Municipality of any sum or sums due on account of this contract, the governing board of the Municipality shall require the Contractor and each and every subcontractor doing work contemplated by the terms of this contract to file a statement in writing, in a form satisfactory to the said board, certifying to the amounts then due and owing by the Contractor or subcontractor filing such statement to material men and to any and all laborers on account of labor performed, setting forth therein the names of the persons to whom wages are due and the amount due to each respectively, which statement shall be verified by the oath of the Contractor or subcontractor as the case may be.

10. Each, and every, provision of law and clause required by law to be inserted in this contract shall be deemed to have been inserted herein, and if through mistake or otherwise, such provision is not inserted, then upon the request of either party, this contract shall be amended forthwith to make such insertion.

SAMPLE AGREEMENT

Construction Services

This agreement (hereinafter the “Agreement”), made by and between the COUNTY OF CAYUGA, a municipal corporation of the State of New York, having its principal place of business at 2 State Street, 3rd Floor, Auburn, NY 13021 (hereinafter, the “County”) acting by and through [County Department], and

[Contractor name] having its principal place of business at:

[Contractor’s Address] (herein, “Contractor”).

In consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged, Contractor agrees to perform the following Services in accordance with the terms and conditions set forth herein, including the following appendices which, taken together, constitute the full and complete understanding of the parties:

Appendix A – Scope of Services

Appendix B-3 – Standard Terms and Conditions - Construction Services

Appendix C-3 – Insurance Agreement – Construction Services

Appendix D – Notice to Vendors, Contractors, and Consultants, including Corporate Compliance Policy and Non-Discrimination/Harassment Policy

Appendix E – NYS Labor Law Compliance, Prevailing Wage Requirements, and Contractor Registration

Term of this Agreement: ____________________, 2026 through _________________________, 20____.

This Agreement is being executed pursuant to the authority of Resolution No. _____ adopted by the Cayuga County Legislature at a duly held meeting on _____________________________________.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by setting their hands and seal this ____ day of _______________, 2026.

COUNTY OF CAYUGA CONTRACTOR:

By: _________________________________ By: _________________________________ Jonathan Anna, Chair Cayuga County Legislature

CAYUGA COUNTY DEPARTMENT Approved as to form:

By: ___________________________ _____________________________________ County Attorney

A P P E N D I X A

S C O P E O F S E R V I C E S / C O N S I D E R A T I O N :

1. Contractor agrees to perform the following Services in a timely manner and in accordance with the terms and conditions of this Agreement:

2. For satisfactory performance of the Services, County agrees to compensate the Contractor as follows:

Said compensation constitutes the total compensation (subject to authorized adjustment) payable to Contractor for performing the Services. All duties, responsibilities and obligations assigned to or undertaken by Contractor shall be at Contractor’s expense without change in the said compensation. Such compensation shall be deemed a “not-to-exceed cost” to the County. Costs in excess of such not-to-exceed costs, if any, may not be incurred without prior written authorization of the County, evidenced by a written Addendum to this Agreement signed by the County official who has executed this Agreement.

It is specifically agreed to by Contractor that the County shall have no responsibility for any additional costs, or costs in excess of the above-noted not-to-exceed cost, unless the County Legislature has authorized such excess or additional cost or expense in writing prior to the performance of the Services giving rise to such excess or additional costs.

Contractor assumes all risks for the timely delivery of the Services described herein in accordance with the terms and conditions of this Agreement. An extension of time to perform the Services may only be granted by a written Addendum to this Agreement signed by the County official who has executed this Agreement. In no event shall the County be liable to Contractor, or its subcontractors, agents, or assignees, or any other person or entity for damages arising out of or resulting from any delays encountered by the Contractor in the delivery of Services or any extensions of time granted pursuant to this paragraph.

APPENDIX B-3

STANDARD TERMS AND CONDITIONS – CONSTRUCTION SERVICES

The parties to the attached contract (including any amendments thereto) (hereinafter, “the Agreement” or “this

Agreement”) agree to be bound by the following terms and conditions which are hereby incorporated into and made a part of the Agreement. The word “Contractor” herein refers to the signatory on the face page of this Agreement. The word “County” refers to the County of Cayuga.

1. PERFORMANCE/SCOPE OF SERVICES.

a. The services to be performed are described in Appendix A, Scope of Services, to which these Terms and Conditions are attached. Except as specified elsewhere in this Agreement, Contractor shall furnish technical and professional services, including labor, material, supplies, equipment, transportation, accommodation, subsistence and supervision to perform the tasks set forth in the Scope of Services and within the target schedules.

b. Contractor shall perform the Services using Contractor–owned equipment and facilities wherever and whenever possible. In performing the Services, Contractor shall assign qualified personnel and perform such Services in a good and workman like manner and in accordance with the professional standards and with the skill, diligence and quality control/quality assurance measures expected of a recognized professional contracting firm performing services of a similar nature. Contractor is hereby given notice that the County will be relying upon the accuracy, competence, and completeness of Contractor’s Services.

c. County shall not compensate Contractor for any services not within the Scope of Services as specifically identified in Appendix A without prior authorization, evidenced either by a written Change Order or Addendum to this Agreement, authorized by the County Legislature, and executed by the County officer or employee who executed this Agreement. The Contractor shall procure and pay for all permits and licenses necessary for the Services to be rendered hereunder. [See, Paragraph “5”, “Change Orders”]

2. ACCESS. County hereby authorizes Contractor to enter upon the property upon which Contractor’s Services are to be performed (the "Site") or shall otherwise arrange for Contractor to have uninterrupted access to the Site throughout the Term of this Agreement.

3. CONTRACTOR REPRESENTATIONS. Contractor represents and warrants that:

a. It is fully licensed (to the extent required by law), experienced and properly qualified to perform the Services as provided under this Agreement and that it is properly permitted, equipped, organized and financed to perform such Services;

b. It is fully familiar with all federal, state, and local laws, rules, ordinances and regulations which may in any way affect the Services to be performed hereunder;

c. It is fully compliant with the registration requirements set forth in Labor Law §220-i and that its registration has not been suspended or revoked, nor has the Contractor been deemed “unfit” by NY Department of Labor and that any subcontractors hired to perform work under this Contract shall be so registered prior to performing any work hereunder.

d. No person or selling agent has been employed or retained by Contractor 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;

e. No payment, gift or thing of value has been made, given or promised to any County elected official, officer or employee to obtain this or any other agreement between the parties;

f. No elected official or other 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 or association in which such official, officer or employee is, directly or indirectly interested, shall have any financial interest, direct or indirect, in this Agreement or in the proceeds thereof.

Contractor makes the foregoing 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. For a breach of subparagraphs “c”, “d”, “e”, and “f” in addition to any other remedy available, the County shall be entitled to recover all monies paid hereunder and Contractor shall not make claim for or be entitled to recover, any sum or sums otherwise due under this Agreement. These remedies, if effected, shall not constitute the sole remedies 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 or to take any other action provided for by law or pursuant to this Agreement.

4. COMPLIANCE WITH LAWS. Contractor shall comply with all laws, rules and regulations of any governmental authority having jurisdiction over the Contractor, County, or the manner or method of production, procurement, delivery, or retrieval of products or services for which this Agreement contemplates. In no event shall the failure of the Contractor to comply with this paragraph constitute a waiver of this paragraph by the County.

5. CHANGE ORDERS: Contractor may be entitled to additional compensation for work performed in excess of the Scope of Services (“excess work”) but only in the event that such excess work is caused by:

a. Increases in costs due to changes in Contractor’s Scope of Services from those included in Contractor's original proposal; or

b. Additional work requested by County; or

c. Changes in the manner or method of performance of work are required due to

i. Conditions existing on site which were not known or observable at the time that Contractor prepared and submitted the original proposal; or

ii. There are changes in schedule or circumstances outside the control of either party.

County shall have no responsibility to pay for the cost of any excess work unless a written change order authorizing the same and specifying the scope of such additional Services, the amount of compensation, and the extension of time for performance (if any) is executed by the County prior to such excess work being performed. Contractor shall bill such change order on a time and materials basis in accordance with Contractor's then current standard commercial rates.

6. TERMINATION/SUSPENSION. The County may terminate this Agreement and/or suspend performance of the services with or without good cause upon giving 30 days written notice to the Contractor. The County may terminate this Agreement immediately upon written notice that (1) the Contractor has breached the terms and conditions of this Agreement or (2) the Contractor has become bankrupt or insolvent. Upon termination of this Agreement, Contractor agrees to comply with any County closeout procedures, including (a) refunding any unexpended funds received by Contractor under this Agreement within thirty (30) days of receipt of notice, and (2) providing a complete inventory of any materials or equipment purchased on behalf of the County and following any directives from the County as to the disposition of such property. In the event the County terminates this Agreement or suspends performance of the services, the County shall pay Contractor any amounts due for services completed to the satisfaction of the County up to the date of the notice, plus any services requested by the County as necessary for transition or termination. In the event that the County’s financial obligation pursuant to this Agreement is funded in whole or in part by grant, continuation of this Agreement is contingent upon the continuation thereof. Should grant monies cease, the contract shall terminate and the County shall provide written notice to the Contract of such termination.

7. INDEPENDENT CONTRACTOR. Contractor acknowledges that it is an independent contractor. Neither Contractor, nor its officers, agents or employees, are or shall hold themselves out to be agents or employees of the County. Contractors shall indemnify and hold the County harmless if any contrary claim is made. Contractor has sole authority and responsibility over the means and methods of performing the Services hereunder and to employ, discharge or otherwise control its employees.

8. WORKERS’ COMPENSATION BENEFITS. This contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation Law.

9. REPRESENTATIONS OF PARTIES. The County and Contractor each represent and warrant that this Agreement has been duly authorized, executed and delivered. Each party further represents that they are capable of carrying out the terms of this Agreement.

10. TAXES. The County is exempt from sales, use and similar taxes, pursuant to the provisions of Article 28 of the N.Y. Tax Law.

11. FORCE MAJEURE. Notwithstanding any provisions in this Agreement to the contrary, any delay or failure of performance by either party shall not constitute a default under this Agreement, nor give rise to any claim against the non-performing party for damages, to the extent such delay or failure is caused by occurrences beyond the control of the non-performing party.

12. NOTICE AND SERVICE OF PROCESS. Notice to the parties shall be given at the addresses shown at the opening paragraphs of this Agreement and shall be deemed complete upon depositing the same in a postage paid envelope addressed to such addresses to the U.S. Postal Service. In addition to the methods of service allowed by the NYS Civil Practice Law & Rules, 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 receipt thereof by the U.S. 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. An additional copy of any notice to the County shall be sent to the Office of the County Attorney, 2 State Street, Third Floor, Auburn, NY 13021.

13. NO ASSIGNMENT. Contractor shall not assign any of its rights, interests or obligations under this Agreement without the express written consent of the County. Any attempted assignment in violation of this Paragraph shall be void. Any services performed by an assignee without obtaining the prior written consent of the County shall not be compensated.

Any assignment properly consented to shall be subject to all of the terms and conditions of this Agreement.

14. SUBCONTRACTING. Contractor agrees not to enter into any subcontract for the performance of its obligations, in whole or in part under this Agreement without the prior written approval of the County. Two copies of each such proposed subcontract shall be submitted to the County with the Contractor’s written request for approval. The said subcontractor approval is required in all cases other than individual employer-employee contracts. All such subcontracts shall contain provisions specifying:

a. That the work performed by the subcontractor must be in accordance with the terms of the Agreement between the County and Contractor;

b. That nothing contained in the Subcontractor Agreement shall impair the rights of the County;

c. That nothing contained in Subcontractor Agreement or under the agreement between the County and the

Contractor shall create any contractual relation in law or equity, between the subcontractor and the County, and;

d. Contractor agrees that it is fully responsible to the County for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, to the same extent as it is for the acts and omissions of persons employed by Contractor.

Contractor shall not in any way be relieved of any responsibility under this Agreement by any subcontract that is permitted as above. Any attempted subcontract that does not comply with this Paragraph “14” shall be void and any services performed by such subcontractor shall not be compensated.

15. RESPONSIBILITY TO CORRECT DEFICIENCIES. It shall be Contractor’s responsibility to correct, in a timely fashion and at Contractor’s sole expense any deficiencies in its Services resulting from Contractor’s failure to act in accordance with the standards set forth in Paragraph 1 (Performance), provided such deficiencies are reported to Contractor within one hundred and twenty (120) days after completion of the Services. If Contractor fails to correct such deficiencies in a timely and proper manner, the County may elect to have others perform such corrections and the County may charge any related cost of such corrections to Contractor and/or set off such amount against any sums otherwise due Contractor.

This remedy, if effected, shall not constitute the sole or exclusive remedy afforded the County for such deficiencies, nor 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.

16. ENTIRE AGREEMENT/MODIFICATION. This Agreement supersedes all prior written and oral agreements that may have been entered into between the County and Contractor regarding the subject matter hereof. This Agreement constitutes the complete understanding of the parties. No modification of any provisions herein shall be valid unless in writing and signed by both parties.

17. CONFLICTING TERMS. In the event of a conflict between the terms of this Agreement (including any and all attachments thereto and amendments thereof) and the terms of this Appendix B-3, the terms of this Appendix B-3 shall control.

18. WAIVER. No Waiver of any breach of any condition in this Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same.

19. SURVIVAL OF PROVISIONS. Where the intent and sense of the provisions so require, contract provisions shall survive the termination of this Agreement by either party hereto.

20. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

21. PROHIBITED DISCRIMINATION/SEXUAL HARASSMENT. In the hiring of employees for the performance of services under this Agreement, no Contractor, permitted subcontractor or other person engaged in the performance of any services contemplated by this Agreement shall discriminate or engage in any form of harassment against their own employees or the officers, agents or employees of the County by reason of age, gender, pregnancy, race, color, national origin, citizenship, ancestry, religion, creed, age, physical or mental disability, familial status, marital status, military or veteran status, domestic violence victim status, genetic predisposition or carrier status, sexual orientation, self-identified or perceived gender, gender identity, gender expression, transgender status or any other basis protected by federal, state or local laws. Notice of the County’s policy is more fully described in Appendix D annexed hereto.

22. PROVISIONS REQUIRED BY LAW. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to have been inserted herein, and if through mistake or otherwise, such provision is not inserted, then upon the request of either party, this contract shall be amended forthwith to make such insertion.

23. INDEMNIFICATION. Contractor shall fully and promptly defend, indemnify, and hold the County of Cayuga, its elected officials, officers, agents, and employees harmless from and against any and all claims, liability, judgments, damages, costs, and expenses (including without limitation, reasonable legal fees, expenses, and court costs) which may arise from the acts, failures, omissions, or negligence of Contractor, its officers, agents, employees, and/or suppliers or sub-subcontractor (if permitted), their officers, agents, employees, and/or suppliers of contractor to the fullest extent permitted by law, excepting claims arising from the negligence of the County of Cayuga, its elected officials, officers, agents, and employees. Contractor agrees that the terms of this agreement shall serve to preserve the County of Cayuga’s right to contribution and/or indemnification from the Contractor, its employees, permitted subcontractors, or suppliers under the New York State Worker’s Compensation Law. Contractor shall require in any agreement with its subcontractors that said subcontractors will fully and promptly defend, indemnify, and hold the County of Cayuga, its officers, agents, and employees harmless upon the same terms and conditions as outlined above. Contractor agrees to fully reimburse and indemnify the County of Cayuga for all costs, disbursements, and expenses, including attorneys’ fees incurred by the County of Cayuga in any action or proceeding for the enforcement of any provision of this agreement.

24. BOOKS AND RECORDS. Contractor 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 Services under this Agreement and agrees to retain the same for a period of six (6) years from the date of the last payment or termination hereof.

25. AUDIT BY THE COUNTY OR OTHERS. All vouchers or invoices presented for payment to be made hereunder, and the books, records and accounts upon which said vouchers or invoices are based are subject to audit by the County, the State of New York, the federal government and/or others 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. Contractor 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.

26. FAIR PRACTICES/NON-COLLUSION. Contractor and each person signing on behalf of the Contractor 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 Contractor without collusion, consultation, communication, or agreement with any other bidder 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 Contractor have not been knowingly disclosed by Contractor prior to the communication of such quote to the County or the proposal opening, directly or indirectly, to any other bidder or to any competitor; and

c. No attempt has been made or will be made by Contractor 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.

The fact that Contractor (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 bid or quote, does not constitute, without more, a disclosure within the meaning of this…