CONTRACT 27-29-1015.pdf

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Bid #27-29-1015 Refrigeration, Maintenance, Service and Repair

Board of Cooperative Educational Services First Supervisory District of Suffolk County

201 Sunrise Highway Patchogue, New York 11772

The following Notice to Bidders was / will be published in the official newspapers of ESBOCES on October 1, 2026.

Notice to Bidders

The Board of Cooperative Educational Services, First Supervisory District of Suffolk County (in accordance with Section 103 of Article 5A of the General Municipal Law) hereby invites the submission of sealed bids for the following:

Bid #27-29-1015: Refrigeration Maintenance, Service and Repair

Bids will be received until 11:00 a.m., October 15, 2026, at the Office of the Board of Cooperative Educational Services, First Supervisory District of Suffolk County, Attn: Purchasing Department, 201 Sunrise Highway, Patchogue, New York 11772, at which time and place all timely bids will be publicly opened. Bid packages may be obtained at the same office daily from 9:00 a.m. to 3:00 p.m., except Saturdays, Sundays, and Holidays or at www.empirestatebidsystem.com

The Board of Cooperative Educational Services, First Supervisory District of Suffolk County, reserves the right to reject any or all bids, or to accept part of any bid.

By: Maria Dell'Aquila, Clerk

SPECIFICATIONS

Invitations to bid issued by ESBOCES will bind all Successful Vendors to the terms and conditions set forth in these Specifications, General Terms and Conditions and Bid Forms and such terms and conditions shall be an integral part of each Bid awarded (“Contract”).

(I) DEFINITIONS

“Eastern Suffolk BOCES” or “ESBOCES” - Board of Cooperative Educational Services, First Supervisory District of Suffolk County

“Bid”- an offer to furnish services, materials, supplies, and equipment in accordance with the Bid Documents

“Bidder” or “Vendor” - any entity (e.g., individual, partnership, organization, institution, agency, municipality, government, company, or corporation) submitting a bid

“Bid Documents” - Bid Memorandum, Notice to Bidders, Specifications, General Terms and Conditions and Bid Forms

“Bid Forms” - forms which Vendor completes and includes in a Bid as part of the Bid Documents

“Contract” - an awarded Bid comprised of all the Bid Documents

“Notice to Bidders” - a formal statement that, when issued, constitutes an invitation to bid on the services, materials, supplies, and equipment described in the Specifications

“Successful Vendor” - Vendor(s) or Bidder(s) to whom an award is made by ESBOCES

“Specification” - description of services, materials, supplies, and equipment, and the conditions for their provision

“Services” - Labor and related supplies and equipment to be provided by Successful Vendor in accordance with the Specifications of this Bid.

(II) INSTRUCTIONS TO BIDDERS

1. Sealed Bid Documents pertaining to the services and related supplies and equipment required by ESBOCES, and as set forth in the Bid Documents must be received no later than 11:00 a.m., October 15, 2026 (“Bid Opening”) at the ESBOCES Purchasing Office, 201 Sunrise Highway, Patchogue, NY 11772. In the event that ESBOCES Purchasing Office is closed the day of the Bid Opening, the bid(s) will be opened at 11:00 a.m., on the next business day that the ESBOCES Purchasing Office is open.

2. All Bids must be submitted on and in accordance with the Bid Documents and provided by Bidder, in a sealed envelope addressed to ESBOCES Purchasing Department, at 201 Sunrise Highway, Patchogue, NY 11772 on or before the hour and day stated above, and the envelope shall be endorsed on its face with

(i) the name of person, firm, or corporation submitting a bid, (ii) the Bid number and name, and (iii) the date of Bid Opening.

3. Each Bid must be submitted under separate cover and will be considered on its own merits. Each Bid must be separate and apply only to this designated Bid package. Any Bid offered in combination with another designated Bid package will not be accepted. Vendors wishing to submit an alternate Bid must do so as a separate Bid package to be considered for award.

4. Facsimile, electronic, telephone, or verbal bids will not be accepted or considered.

5. Bids received after the time stated in the Notice to Bidders will not be considered and will be returned to the Bidder unopened. The Bidder assumes the risk of any delay in the mail or in the handling of the mail by ESBOCES employees. The Bidder assumes all responsibility for having the Bid deposited on time to the Purchasing Department.

6. Each Bidder is requested to carefully read the Bid Documents as each Bidder will be held to strict compliance with such documents. Failure to fulfill any requirements of the Bid Documents may result in the Bid being considered non-responsive.

7. No modifications or additions are to be made to the printed Bid Documents. In the event the Bidder deems that modifications are necessary, such modifications must be set forth in writing to ESBOCES in a separate document and submitted with the Bid Documents to be considered. However, any modifications or additions submitted may result in the Bid being considered non-responsive.

8. All information required in the Bid Documents must be provided by the Bidder to constitute an acceptable

Bid.

9. ESBOCES will interpret the submission of a Bid to mean that the Bidder is fully informed as to the extent and character of the Services, and related supplies and equipment required and that the Bidder can furnish same in complete compliance with the Bid Documents.

10. Any contract provision that purports to restrain a vendee of a commodity from reselling such commodity at less than the price stipulated by the vendor or producer shall not be enforceable or actionable at law pursuant to N.Y. Gen. Bus. Law § 369-a.

No charge will be allowed for federal, state, or municipal sales and excise taxes, from which the political subdivisions are exempt, or for any portion of a gross receipts tax, MTA surcharge or other tax or surcharge which was imposed upon the Vendor. All Bid prices shall be net and shall not include the amount of any such tax. Exemption documents, if required, will be furnished on forms provided by the Successful Vendor.

11. A. If Bidder is not charging for related supplies and/or piece of equipment, the Bidder must indicate “no charge”;

B. All prices must be on the Cost Proposal Form provided.

12. All regularly manufactured stock electrical materials, supplies and/or equipment provided must bear the label of Underwriter's Laboratories, Inc.

13. Prices, and all required information, except signature of Bidder, should be typewritten for legibility.

Illegible or vague Bids may be rejected. Signatures may be written or electronic. Printed or typewritten signatures are not acceptable. ESBOCES may confirm electronic signatures with the Bidder.

14. The non-collusive bidding certification must be filled out in its entirety and included with each Bid as required by General Municipal Law, Section 103-d. Under penalty of perjury, the Bidder certifies that:

A. The prices in the Bid have been arrived at by the Bidder independently and have been submitted without collusion with any other vendor of services, materials, supplies, or equipment of the type described in the invitation for bids;

B. The contents of the Bid have not been communicated by the Bidder, or, to the Bidder’s best knowledge and belief, by any of its employees, or agents, to any person not an employee or agent of the Bidder or its surety on any bond furnished herewith prior to the official opening of the Bid.

15. A. The forms listed below must be completed and included with each Bid and all Bidders must sign this

General Terms and Conditions portion of the Bid Documents under the section entitled Section (VIII) “Entire Agreement”.

1. Vendor Acknowledgement and Information Form – Exhibit A

2. Vendor Reference Form – Exhibit B

3. Non-Collusive Bidding Certification – Exhibit C

4. Disclosure Form – Exhibit D

5. Affidavit of Compliance Form – Exhibit E

6. Iran Divestment Act Compliance Rider – Exhibit F

7. Cost Proposal Form – Attachment A

8. Insurance Documents (as required) – Attachment B

9. Any Addendums – Attachment C

Additional forms may be required for this Bid. It is the responsibility of the Bidder to return all required pages of this Contract.

B. Additionally, please indicate below if any of these areas are applicable:

______Minority Owned Business ______Woman Owned Business ______Dual Owned Business ______Company is currently registered with NYS as an MWBE–Certification # ______Company is willing to register with NYS as a MWBE

16. The failure to submit a Bid on the forms provided by ESBOCES may be grounds for Bid rejection.

17. No interpretation of the meaning of the Bid Documents will be made to any Vendor orally. Every request for such interpretation should be in writing, addressed to ESBOCES. Any interpretations issued will be in the form of addenda to the Bid Documents. All addenda so issued shall become a part of the Bid Documents.

18. The Vendor Bid Documents should include the Cost Proposal Form in at least one of two (2) permissible formats as follows: one paper printout and one CD or flash drive.

19. A. If the Specifications so state, Bidders may be required to furnish Bid security in the amount stated;

B. If the Specifications so state, the Successful Vendor may be required to furnish a performance security in accordance with Bid Specifications to guarantee the faithful performance of the Bid.

Such performance security shall be maintained in full force and effect until the Bid has been fully performed. The surety company furnishing such performance bond shall be authorized to do business in the State of New York and must be satisfactory to ESBOCES. The Successful Vendor shall submit the performance bond within two (2) weeks of the award notification. All costs incurred are the responsibility of the Successful Vendor.

20. ESBOCES may make any investigation they deem necessary to determine the ability of the Bidder to perform the work, and the Bidder shall furnish to ESBOCES all such information and data for this purpose as ESBOCES may request.

21. The Contract will be utilized at the discretion of ESBOCES. Consequently, there is no guarantee that the specified minimum amount of Services, materials, supplies, and/or equipment will be purchased.

In the event that approximations of quantity differ from that stated on the Bid, prices must be honored by the Successful Vendor for the life of the Contract.

(III) PURPOSE

22. The purpose of this Bid is to obtain pricing and contract with a qualified Vendor(s) to provide refrigeration maintenance, service and repair, as indicated in these Specifications, for ESBOCES. The Successful Vendor will be expected to provide skilled, experienced, prompt service and repairs at various ESBOCES sites on an “on call” basis, as required. This is a time and materials bid and is not intended for construction projects, capital projects or capital improvements.

(IV) SCOPE OF SERVICES

23. Service shall include, but shall not be limited to, maintaining and repairing refrigerators, freezers and icemakers, including replacing parts and subassemblies, adding new lines and refrigerant, and replacing compressors.

1. Preventive Maintenance:

A. The services to be provided under this quote shall consist of preventive maintenance of the listed equipment at each facility, at a lump sum for labor and materials. Any equipment not listed shall be serviced at the same time as ESBOCES reserves the right to add or remove any equipment and location deemed necessary.

B. Each unit shall be serviced twice a year (Fall and Spring) as noted on Cost Proposal Form.

Minimally, the items covered in this service shall be:

1. Lubricate blower motor, bearings, and all other points requiring it;

2. Replace filters and pre-filters as necessary (filter cost included as preventive maintenance);

3. Check blower wheel for cleanliness and proper operation;

4. Check economizer operation sequences;

5. Check belts for proper tension and adjust, replace as necessary;

6. Check and adjust all controls;

7. Check all operating pressures;

8. Check condensate drains for proper drainage;

9. Check refrigerant pressures for adequate refrigerant charge;

10. Check all electrical terminals and contact points;

11. Check condition of cooling coils;

12. Check emergency heat-cycle operation, automatic defrost, and changeover (heat pump);

13. Check condition of condenser coils;

14. Check programmable thermostats for proper operation;

15. Verify all electrical connections as being solid and tight;

16. Run through all controls to verify proper operating sequences;

17. Check refrigeration capacity of equipment (change refrigerant as required);

18. Check fan capacity of equipment;

19. Megger compressor motors to verify efficiency and potential burnouts;

20. Verify heater capacity;

21. Clean condenser units and fan motors (vacuum)

24. A. Successful Vendor must have, as a minimum, five (5) years of continuous experience in providing refrigeration maintenance, service and repairs in New York. Vendors with less than the required experience may not be considered for award;

B. Services shall include troubleshooting, repairing, replacing parts, and general maintenance of refrigeration;

C. The Successful Vendor(s) may charge a minimum of one (1) hour for any service call;

D. An emergency under this Contract occurs when an appliance cannot keep temperature.

Successful Vendor must be equipped to provide emergency repair Services within two (2) hours and to commence non-emergency Services within two (2) work days, unless otherwise approved by ESBOCES;

E. The certified cost plus for material that is included on the Cost Proposal Form is for material needed to perform the job. Said line is not intended for the purchase of equipment;

F. Reimbursement of materials will be granted to the Successful Vendor when the following documentation is provided: Invoice referencing the purchase order number, the original estimate, the original receipts or invoices from the manufacturer for the purchase of said materials; small miscellaneous parts used to complete a job may be reimbursed with written approval of the Administrator/Director of approving Program/Department.

G. Successful Vendor shall have all the necessary tools supplies and/or equipment to perform the required Services as specified in the Bid;

H. When repairing or replacing parts, the Successful Vendor must use the most up-to-date supplies and/or equipment parts being manufactured. No obsolete supplies or equipment parts shall be allowed;

I. Equipment parts that are replaced shall be the property of ESBOCES and shall be left at the site unless directed otherwise by the Director of Facilities and/or designee, as applicable;

J. No travel time will be paid. Payments will be made only for time on the job. All invoices must be accompanied by daily service receipts specifying time of arrival, Services done, materials used, time of departure for each employee, and must be signed by an authorized representative of ESBOCES and/or Participant as applicable. Electronic receipts are acceptable. A copy of this receipt is to be left with the signer. Service receipts not submitted in a timely fashion will result in delayed payments

K. All parts shall be new and must be a direct replacement for the original equipment. Additionally, if parts, equal to or better than the original equipment are requested to be used by the Successful Vendor, prior approval must be given by the Director of Facilities and/or designee, as applicable.

Rebuilt parts may be used only with prior approval. ESBOCES reserves the right to furnish parts if they deem it to be in their best interest.

L. The Successful Vendor, at the request of ESBOCES as applicable, shall maintain an inventory of commonly ordered parts of manufacturer’s parts and related supplies and equipment so as to ensure prompt repairs on short notice;

M. No vehicle use will be paid for in the normal course of transporting mechanics and supplies and equipment to the job site. Successful Vendor may submit a quotation for use of specialized vehicles that are listed on the Cost Proposal Form, if applicable. Subject to prior written approval of ESBOCES, other specialized vehicles/specialized equipment may be approved.

Successful Vendor will be reimbursed for rental only of special vehicle or specialized equipment with no mark up;

N. When Successful Vendor is called upon to perform emergency Services, the service receipts shall be mailed the following day to the Director of Facilities and/or designee for signature, as applicable;

O. Before Services begin, the Successful Vendor shall provide, for approval, at no cost, a detailed estimate showing construction and method of installation;

P. Except for emergency Services, the Successful Vendor will be required to submit an estimate before any services are started. The estimate should be provided within an acceptable and reasonable time frame. No Services are to be performed until a purchase order is issued. On emergency Services, the Successful Vendor must submit his estimate within forty-eight (48) hours after starting the job. Successful Vendor may be required to furnish a “not-to-exceed” price for a specific project to enable ESBOCES to encumber funds for those Services;

Q. Under this Contract, sub-contracting shall not be permitted without prior written approval of ESBOCES. If the permission of ESBOCES is granted for the use of a sub-contractor for like services, subcontracting shall not result in an increase of price to ESBOCES and ESBOCES must be billed by the Successful Vendor in accordance with the Bid Contract awarded. Such sub-contractor shall be bound by the terms of this Contract;

R. Successful Vendor and/or its employees shall be licensed, certified, registered and/or authorized to perform services rendered under this Contract as required by all applicable Federal, State and Local laws and regulations and be licensed by the County of Suffolk where required and submit such documentation upon request from ESBOCES.

S. Successful Vendor shall pay its employees the “prevailing rate of wage” as defined in Section 220 of the New York State Labor Law, Schedule of Wage Rates. ESBOCES will require proof of payment of the employee’s workers reflecting the prevailing rate of wages, through certified payrolls and/or certified transcripts thereof as required by the Department of Labor;

T. The Successful Vendor should submit a copy of their Certificate of Registration and/or be registered with the NYS Department of Labor in accordance with Labor Law Section 220-i(6).

Such documentation should be provided with their Bid submission to be considered for award.

DOL certifications must be provided upon request to ESBOCES. Please see Paragraph 44 within the General Terms and Conditions, for further information;

U. All Services must be performed in accordance with the National Code, current edition, and all state and local codes;

V. ESBOCES reserves the right to assign its personnel to assist the Successful Vendor’s mechanics if they deem it to be in their best interest;

W. All Services shall be guaranteed for a period of one (1) year from date of acceptance by ESBOCES. All parts and materials shall be guaranteed for a minimum period of two (2) years against defective material or in accordance with manufacturer’s warranty if longer than two (2) years;

X. In the event the Services cannot be performed in accordance with the agreed upon time schedule by the Successful Vendor, other sources may be called upon to perform at their quoted price;

Y. Successful Vendor is to have all Services done in the best workmanlike manner, and shall clean up and remove all debris and rubbish resulting from its Services from time to time, as required or directed. Upon completion of the Services, the premises shall be left in a neat, unobstructed condition, the buildings broom clean, and everything in satisfactory repair and order;

Z. Related supplies and/or equipment (including tools) shall be stored at the site only with the prior written approval of ESBOCES and at the Successful Vendor’s risk. In general, such on-site storage should be avoided to prevent possible damage or loss;

AA. Services shall progress so as to cause the least inconvenience to ESBOCES and with proper consideration for the rights of other persons on site. The Successful Vendor shall perform the Services promptly with due regard for coordination requirements, if any;

BB. Installation shall include the furnishing of any rigging necessary to move equipment into the building and the removal and resetting of any removable windows used for moving equipment into the building;

CC. Successful Vendor shall acquaint their service persons with conditions to be found at the site and shall assume all responsibility for placing and installing the equipment in the locations required;

DD. Successful Vendor shall furnish adequate protection from damage for all Services and shall repair damages of any kind for which Vendor’s service persons are responsible;

EE. Successful Vendor may not impose a fuel charge under any name; and FF. Successful Vendor must ensure that his/her employees abide by the prohibition against smoking at ESBOCES’ sites.

(V) CONTRACT TERM

25. The term of this Contract shall be for one year, from December 1, 2026 through November 30, 2027 (“Initial Term”). In the event ESBOCES wishes to extend the Term of the Contract, beyond the Initial Term, the Contract Term may be extended for four (4) additional years in one (1) year increments, including leap years, (“Renewal Terms”) under the same terms and conditions as mutually agreed in writing by ESBOCES and the Successful Vendor(s), subject to any price increase as set forth in Paragraph 30 of Section (IX) below as agreed to by ESBOCES.

(VI) CONFLICTING TERMS

26. If any terms contained within the General Terms and Conditions conflict with these Specifications, these Specifications shall govern.

(VII) REQUESTS FOR CLARIFICATION / ADDITIONAL INFORMATION

27. All requests for clarification or additional information related to this Bid must be submitted in writing by mail, fax, or e-mail on or before 4:00 p.m., October 8, 2026 to:

Ms. Jeanette Corona Purchasing Administrator Board of Cooperative Educational Services First Supervisory District of Suffolk County 201 Sunrise Highway Patchogue, NY 11772 E-mail: purchasing@esboces.org

In the event ESBOCES provides clarification or supplemental information to this Bid, all recipients of this Bid will receive the information via an addendum to this Bid which shall be posted on:

www.empirestatebidsystem.com. All addenda so issued shall be signed by each Bidder and returned with the Bid submission.

(VIII) INSTALLATION OF EQUIPMENT

28. Unloading and placing of the related supplies and/or equipment is the responsibility of the Successful Vendor. ESBOCES accept no responsibility for the unloading and placing of equipment and furniture.

Any costs incurred due to the failure of the Successful Vendor to comply with this requirement will be charged to the Successful Vendor. No help for unloading will be provided by the ESBOCES receiving unit, and Successful Vendor(s) should notify their truckers accordingly.

29. Equipment and/or related supplies left by the Successful Vendor in excess of five (5) working days’ may become the property of ESBOCES, unless otherwise agreed.

mailto:purchasing@esboces.org

(IX) PRICING / ESCALATION

30. If ESBOCES exercises its right to extend this Contract, the Successful Vendor may increase prices effective upon the start of a Renewal Term by an amount equal to the current percentage published by the United States Department of Labor Bureau of Labor Statistics Northeast Region consumer price index for all Urban Consumers (CPI-U) - May which is usually published in June of each year, not to exceed 2% if the CPI is under 5%. If the CPI is 5% or higher, the Successful Vendor may increase their prices up to 4%. In the event the percent increase creates a number containing more than two digits beyond the decimal point, the resulting increase will be rounded to the nearest cent. ESBOCES must be notified in writing by the Successful Vendor of any request for a price increase at least sixty

(60) days before the Renewal Term (“Escalation Clause”).

31. If ESBOCES does not consider the new price fair and reasonable and in ESBOCES’ best interest, the Contract may be terminated after fifteen (15) days’ written notice to the Successful Vendor. The Successful Vendor must fill all outstanding orders placed prior to termination.

32. If, in the future, the Successful Vendor is able to offer a lower price structure for the Service(s) under this Contract, the Successful Vendor should notify ESBOCES in writing.

33. All pricing must be entered on the Cost Proposal Form.

(X) SUBMISSION OF COST PROPOSAL FORM

34. ESBOCES will provide a Cost Proposal Form (“Spreadsheet’), and each Bidder shall complete the Cost Proposal Form in accordance with the instructions on the Spreadsheet. Additionally, each Bidder should supply one (1) CD or flash drive of the Cost Proposal Form in its original bid format as well as a paper printout of the Cost Proposal Form with all of the Services, line Item numbers, and description of Services ESBOCES requires. In the case where a price discrepancy exists between the CD/flash drive and the paper printout, the paper printout prices shall prevail.

35. Only unit prices/bid amounts are to be entered in the price column of the Cost Proposal Form. Do not enter extended prices.

36. Bidders must not modify or enter information in ESBOCES descriptions. Modifications to ESBOCES descriptions may result in modified line item(s) not being awarded and/or the Bidder being deemed non-responsive.

37. Note: Bidders are to pay particular attention to the way Services/Items are requested to be priced.

Example: Price $_______/ each, or /lot, / ounce / per hour Varying from the requested price break down may cause that line Item to be deemed non-responsive.

38. Bidder shall place the organization’s name on each page of the Cost Proposal Form.

39. All deliveries must be inside deliveries.

40. There will be no additional charges for multi-drop deliveries.

(XI) BID SECURITY

41. Each Bidder shall include with its Bid Documents a security in the form of a bid bond, irrevocable line or bank letter of credit, with ESBOCES named in the letter of credit as beneficiary, bank draft, or certified check (“Surety”) made payable to ESBOCES for one hundred ($100) dollars. This security will be returned to each Bidder after award of the Contract or in the case of the Successful Vendor, upon receipt of the Performance Bond.

(XII) PERFORMANCE BOND

42. Upon notification of award recommendation from ESBOCES, the Successful Vendor must deliver to ESBOCES an executed Performance Bond, at the Successful Vendor’s Expense, issued by a corporate surety licensed to do business in the State of New York, or a cashier’s check payable to Eastern Suffolk BOCES. This security shall be in the amount of $75,000.00 for the faithful performance of the provisions of this Contract. The Performance Bond must contain the following information: (i) Bid Number, (ii) complete Bid name (as stated in the Bid), and (iii) term of Contract.

43. At the sole discretion of ESBOCES, a failure to provide the required Performance Bond to ESBOCES within two weeks of notification of award may be considered a breach of this Contract. With respect to such breach, ESBOCES, reserves the right to invoke any and all remedies that are in the best interest of ESBOCES.

44. In the event this Contract is extended for an additional term(s), a new Performance Bond for each of the extended term(s) will be required. At the sole discretion of ESBOCES, a failure to provide the required Performance Bond to ESBOCES within two (2) weeks of the commencement of such extended term(s) may be considered a breach of this Contract. With respect to such breach, ESBOCES, reserves the right to invoke any and all remedies that are in the best interest of ESBOCES.

The Successful Vendor shall pay the premium for the bond(s).

The aforementioned bonding will cover all Purchase Orders and Services authorized by ESBOCES pursuant to this Bid. Such Performance Bond shall be maintained in full force and effect until the Contract shall have been fully performed.

(XIII) USAGE REPORTS

45. The Successful Vendor must provide usage reports detailing services provided to and related supplies and equipment purchased by ESBOCES during the Bid Contract on forms supplied by ESBOCES.

Usage reports shall include the following information:

A. Total Hours of Labor for each classification of labor or Total Dollars Spent on each classification;

B. Total Dollar Value of Materials Cost including mark-up; and C. Total Dollar Value of usage for any other expenses incurred from the bid.

46. Usage reports are a requirement of accepting an Award from this Bid. ESBOCES will provide a spreadsheet for the Successful Vendor to complete to submit their usage, in accordance with Bid requirements. Such reports shall be compiled and delivered by the Successful Vendor to the Purchasing Office of Eastern Suffolk BOCES at 201 Sunrise Highway Patchogue, NY 11772 or e-mailed to purchasing@esboces.org by close of business as follows:

Report Period - Annual (and for extensions if applicable) Report Due December 1, 2026 – July 31, 2027 August 5, 2027 August 1, 2027 – July 31, 2028 August 4, 2028 August 1, 2028 – July 31, 2029 August 7, 2029 August 1, 2029 – July 31, 2030 August 6, 2030 August 1, 2030 – July 31, 2031 August 6, 2031

47. A failure to report in accordance with the above paragraphs #45 and #46 may be considered a material breach of this Contract. In such event, ESBOCES reserves the right not to consider Successful Vendor for future bids.

GENERAL TERMS AND CONDITIONS

(I) AWARD AND RESERVATION OF RIGHTS

1. The Contract will be awarded to the lowest responsive and responsible Vendor who (i) meets the terms and conditions stated in the Bid Documents, (ii) completes all the required forms, and (iii) offers the lowest price for the Services as indicated in the Cost Proposal Form. Depending on the Bid, there may be more than one Successful Vendor. Successful Vendor(s) must provide a W-9 upon request.

2. ESBOCES reserves the right to award by: each Service, Service classification or category; by region;

in part or in whole; and/or by utilizing estimated usage or a previously determined formula, whichever is in the best interest of ESBOCES.

3. ESBOCES reserves the right to reject any Bid if the Vendor fails to satisfy ESBOCES that they are properly qualified to carry out the obligations of the Contract. ESBOCES reserves the right to reject a Bid that is considered unbalanced by ESBOCES.

4. If not awarded, the Bid will be rejected within ninety (90) days of the date of the opening of Bids, subject, however, to the discretionary right reserved by ESBOCES to waive any informalities in, or to reject any or all Bids and to advertise for new Bids, if in its opinion, the best interests of ESBOCES will thereby be promoted.

5. ESBOCES reserves the right to reject all Bids. ESBOCES also reserves the right to reject, for cause, any Bid in whole or in part; and to waive any and/or all non-material defects, qualifications, irregularities, omissions, and informalities in, or to reject any and/or all Bids and to re-advertise for new Bids, if, in its judgment, the best interests of ESBOCES will be served.

6. ESBOCES reserves the right to inspect the Bidder’s physical facilities prior to award.

7. If two (2) or more Bidders submit identical Bids as to price, the decision of ESBOCES to grant an award to one (1) of such identical Bidders, within its sole discretion shall be final.

8. ESBOCES reserves the right to purchase Services on State, County or other Governmental Agency contracts if such Services can be obtained on the same terms, conditions, Specifications, and at a lower price, if applicable.

9. ESBOCES reserves the right to reject incomplete Bids. ESBOCES also reserves the right to reject any or all responses to this Bid, request additional data at or material from a Bidder at any time, or to cancel this Bid in whole or in part.

10. ESBOCES reserves the right to reject Bids that impose conditions that would modify the terms and conditions of the Bid Documents or limit the Vendor’s liability to ESBOCES on the Contract awarded on the basis of such Bid.

11. ESBOCES reserves the right to reject any Bid where investigation and evaluation of the Vendor's qualifications indicate that the Vendor may not promptly and efficiently complete the Services as per the Bid Documents.

12. Each Bid will be received with the understanding that the acceptance thereof, in writing, by ESBOCES to furnish any or all of the Services and related supplies and/or equipment described therein shall constitute a Contract between the Successful Vendor and ESBOCES (“Contract”). The Contract shall bind the Successful Vendor to furnish and deliver at the prices and in accordance with the conditions of this Bid. ESBOCES reserves the right to increase or decrease the Services required as compared to the estimated quantities listed on the Cost Proposal Form.

13. All Contracts, including pricing and with consideration to the appropriate escalation (as defined below in the Section of the Specifications entitled “Pricing / Escalation”), will be held firm for the duration of the Contract including any extensions agreed to in writing by ESBOCES and the Successful Vendor(s).

14. The placing in the mail of a notice of award to a Successful Vendor, to the address given in the Bid, will be considered sufficient notice of award of Contract and will be considered an acceptance of the Contract by the Successful Vendor.

15. Any addenda sent to the Bidders shall be binding and take precedence over the section of the original Bid Document which it replaces.

16. If the Successful Vendor fails to deliver or provide the Services within the time specified, or within reasonable time as interpreted by ESBOCES, or fails to correct Services that were provided insufficiently or fails to replace rejected related supplies and/or equipment when so requested, immediately or as directed by ESBOCES, ESBOCES may purchase Services from other sources to take the place of the Services or related supplies or equipment rejected, not delivered or not provided in accordance with the Bid Specifications. ESBOCES reserves the right to authorize immediate purchase of the Services from other sources when necessary. On all such purchases, the Successful Vendor agrees to reimburse ESBOCES promptly for excess costs occasioned by such purchases.

Should the cost be less, the Successful Vendor shall have no claim to the difference.

17. At the sole discretion of ESBOCES, a Bid may be rejected and the Contract not awarded to a Vendor whose performance on any previous contract with ESBOCES has been determined to be unsatisfactory.

18. ESBOCES reserves the right to use outside vendors on an “as needed” basis, as determined by

ESBOCES.

19. Non- Assignment

A. The Successful Vendor will give its personal attention to the faithful performance of this Contract. It will not assign, transfer, convey, sublet, use brokers or otherwise dispose of this Contract, or its right, title or interest in or to the same or any part hereof, and it will not assign by power of attorney or otherwise any of the monies to become due and payable under this Contract, unless by and with the previous written consent of ESBOCES endorsed upon or attached to the assignment filed in said offices;

B. The Successful Vendor may not engage subcontractors, hire others to perform all or part of this Contract, nor otherwise delegate its obligations to perform under this Contract without the prior written approval of ESBOCES. Such subcontractors or others hired to perform shall be bound by the terms of this Contract;

C. In accordance with New York State General Municipal Law 109, at no time during the duration of any Contract resulting from this Bid, shall the Successful Vendor be allowed to assign any portion of this Contract to a third party without prior written approval by ESBOCES; and

D. In the event that ESBOCES approves a subcontractor for like services, ESBOCES must be billed in accordance with the Bid Contract awarded.

20. Termination of Contract

A. ESBOCES reserves the right to terminate the Contract, for any reason, in whole or in part, upon fifteen (15) days written notice to the Successful Vendor. If the Contract is so terminated, ESBOCES shall be liable only for payment in accordance with the payment provisions of the Contract for materials, supplies, equipment or Services purchased or rendered prior to the effective date of termination. No early termination or other penalties may be charged to ESBOCES because of its decision to exercise this right;

B. In the event the Successful Vendor fails to deliver Services or materials as requested, or within the time specified, or fails to abide by any of the provisions of this Contract, such failure shall constitute a breach of Contract and may result in termination of the Contract by ESBOCES;

C. In the event of breach by the Successful Vendor, ESBOCES shall provide written notice to the Successful Vendor of such breach. If the Successful Vendor does not cure such breach within ten (10) days after receipt of such notice, ESBOCES reserves the right to terminate said Contract immediately thereafter. In the event of such termination, (i) the required materials, supplies, equipment and Services may be procured from other sources so that the continuity of the operations may be protected, (ii) the said Successful Vendor agrees to reimburse ESBOCES promptly for any excess costs occasioned by such procurement, and (iii) the said Successful Vendor agrees to reimburse ESBOCES promptly for any additional monetary expenditures occasioned by such procurement. However, should the Successful Vendor cure such breach and perform its obligations during such ten (10) day notice period, the Contract shall continue in full force and effect;

D. In the event ESBOCES agrees, upon Successful Vendor’s request, to terminate/rescind a line Item(s) or a particular Service(s) under the Contract, due to Successful Vendor’s inability to provide such Item(s)/Service(s), (i) the required materials, supplies, equipment and Services (if applicable) may be procured from other sources so that the continuity of the operations may be protected, (ii) the Successful Vendor agrees to reimburse ESBOCES promptly for excess costs occasioned by such procurement, (iii) the Successful Vendor agrees to reimburse ESBOCES promptly for any additional monetary expenditures occasioned by such procurement, and (iv) Successful Vendor must continue to fulfill all purchase orders in accordance with the Bid Documents for those Items/Services not terminated.

21. Force Majeure

ESBOCES and/or the Successful Vendor shall not be held responsible for any losses resulting if the fulfillment of the terms of the Contract that shall be delayed or prevented by wars, acts of public enemies, strikes, fires, floods, acts of God, epidemics, pandemics, government orders, or any other acts not within the control of ESBOCES and/or the Successful Vendor, and which, by the exercise of reasonable diligence, ESBOCES and/or the Successful Vendor are unable to prevent.

22. Severability

Should any provision of this Contract, for any reason, be judicially declared invalid and/or unenforceable, such declaration shall not affect the validity of the remaining provisions, which shall remain in full force and effect as if the Contract had been executed with the invalid provision(s) eliminated.

23. Failure to Enforce

ESBOCES’ failure to enforce at any time, or for any period of time, the provisions of this Contract shall not be construed to be a waiver of such provisions or of the right to enforce each and every provision.

24. Indemnification and Hold Harmless

The Successful Vendor agrees to defend, indemnify and hold harmless ESBOCES, its officers, directors, agents, or employees against all claims, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts arising from any willful act, error or negligence of the Vendor, its officers, directors, agents or employees in relation to the performance of the Contract.

25. Venue

The Bid/Contract shall be interpreted in accordance with the substantive and procedural laws and regulations of the State of New York and applicable Federal laws and regulations. Any lawsuit(s) concerning the Bid/Contract will be brought and adjudicated in Supreme Court, Suffolk County.

(II) GUARANTEES BY THE SUCCESSFUL VENDOR

26. The Successful Vendor Guarantees:

A. Materials, supplies and equipment/equipment parts against defective material or workmanship and to repair or replace any damages or marring occasioned in transit;

B. To furnish liability insurance in accordance with the Bid Documents for protection in the event of damage(s) of any kind for which Successful Vendor or Successful Vendor’s organization is responsible;

C. To carry insurance in accordance with the Bid Documents to protect ESBOCES from loss in case of accident, fire, theft, etc.;

D. To provide valid insurance documents to Eastern Suffolk BOCES within two (2) weeks of Bid award;

E. All services shall be guaranteed for a period of one (1) year from date of acceptance by ESBOCES.

All parts and materials shall be guaranteed for a minimum period of two (2) years against defective material or in accordance with manufacturer warranty, if longer than two (2) years;

F. All deliveries will be equal to the accepted Bid sample, if applicable;

G. All materials, supplies and equipment(s) are standard, new, latest model, of regular stock product or as required by the Bid Documents with parts regularly used for the type of materials, supplies and equipment offered, and no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. If during the guarantee period specified in Paragraph 48, Section E above, defective workmanship or materials are discovered, the Successful Vendor agrees to replace the materials, supplies and equipment or the part affected without cost to ESBOCES. All such replacements shall carry the same guarantee as the original materials, supplies and equipment in accordance with Paragraph 48, Section E above. The Successful Vendor shall make any such replacement immediately upon receiving notice from ESBOCES.

(III) SUCCESSFUL VENDOR INSTRUCTIONS / RESPONSIBILITY

27. The Successful Vendor must follow the rules and regulations of ESBOCES where work pursuant to the Bid is being performed. This includes but is not limited to Vendor employees wearing photo identification cards. Refer to the following web link for the ESBOCES Board policies: http://edocsp@esboces.org/.

28. By submission of this Bid, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint Bid, each party thereto certifies as to its own organization, under penalty of perjury, that the Bidder has and has implemented a written policy addressing Sexual Harassment prevention in the workplace and provides annual sexual harassment prevention training to all of its employees. Such policy shall, at a minimum, meet the requirements of section 201-g of the New York State Labor Law.

http://edocsp@esboces.org/

(III) a. Delivery

29. No Services, supplies and/or equipment are to be shipped or delivered until receipt of an authorized purchase order from ESBOCES.

30. When supplies and/or equipment are rejected or the delivery is incorrect, such supplies and/or equipment must be removed at the expense of the Successful Vendor from the premises of ESBOCES within fifteen (15) days of written notification. Rejected supplies and/or equipment left longer than fifteen (15) days will be regarded as abandoned, and ESBOCES shall have the right to dispose of the rejected supplies and/or equipment as its own property.

31. Delivery must be made as ordered and in accordance with the Bid Documents. If delivery instructions do not appear on the purchase order, it will be interpreted to mean immediate delivery. The decision of ESBOCES as to reasonable compliance with delivery terms shall be final. Burden of proof of delay in receipt of order shall rest with the Successful Vendor.

32. ESBOCES will not schedule deliveries for Saturdays, Sundays, or legal holidays, except where the convenience of ESBOCES shall govern. Deliveries shall be made between the hours of 8:00 a.m. and 3:30 p.m., unless otherwise instructed.

33. Related supplies and/or equipment shall be securely and properly packed for shipment, storage, and stacking in new shipping containers and according to accepted commercial practice, without extra charge for packing cases, baling or sacks.

34. The Successful Vendor shall be responsible for delivery of related supplies and/or equipment in good condition at point of destination. Vendor shall file with the carrier all claims for breakage, imperfections, and other losses, which will be deducted from Vendor invoices. The ESBOCES receiving unit will notify the Successful Vendor when packages are not received in good condition.

Successful Vendor will replace all such damaged supplies and/or equipment without waiting for claim adjustments from carriers.

35. Unless otherwise stated in the Specifications, all related supplies and/or equipment must be delivered into and placed at a point within the building. The Successful Vendor will be required to furnish proof of delivery in every instance.

36. All deliveries shall be accompanied by packing slips and each packing slip must contain the following information for all supplies and/or equipment delivered:

Purchase Order Number Name of Person to Receive Delivery Address of Delivery Name of Article Quantity Name of - Successful Vendor

Failure to comply with this condition can be considered sufficient reason for refusal to accept the supplies and/or equipment.

37. A. Each carton shall be labeled with the purchase order number, name of person who will receive delivery and general statement of contents. Failure to comply with this condition can be considered sufficient reason for refusal to accept the supplies and/or equipment;

B. Delivery is included in each price bid, including where multiple deliveries may be required.

See Specifications for additional Delivery information.

(III) b. Payments

38. Successful Vendor may not submit an invoice prior to the fulfillment of the purchase order or project unless otherwise agreed in writing. Successful Vendor must submit invoice within thirty (30) days of fulfillment of the purchase order unless otherwise indicated in the Specifications below. In the event the Successful Vendor does not submit an invoice within such thirty (30) days, the Successful Vendor may not be considered for future awards and/or ESBOCES may find the Successful Vendor in breach of Contract.

39. Payment shall be made, in US currency, within sixty (60) days following the receipt of a correct, original invoice. When Services are not promptly delivered, the Successful Vendor may request ESBOCES to make a partial payment after more than 50% of the dollar value of the order has been received and invoiced accordingly.

40. Vendor’s invoices must reflect Bid pricing as provided in the Cost Proposal Form, e.g., Cost Proposal Form notes (i) per hour, invoice should break down hourly, or (ii) per unit of measure, invoice should break down unit of measure in the same manner as the Cost Proposal Form. In the event pricing does not match what is provided in the Cost Proposal Form, payment may be held up until such discrepancy is resolved to the satisfaction of ESBOCES Accounts Payable Department.

41. Payment of any invoice shall not preclude ESBOCES from making a claim for adjustment on such invoice where the materials, supplies, equipment and Services (if applicable) provided were not in accordance with the Bid Documents.

42. No charges will be allowed for cases, boxes, bottles, etc., and no charges will be allowed for freight expenses, expressage or cartage. Cases, boxes, bottles, etc. will be removed by the Successful Vendor at no expense to ESBOCES.

(III) c. Toxic Substance

43. The Successful Vendor must supply information on any related supplies and/or equipment which contain any substance that is listed in the latest printed edition of the National Institute for Occupational Safety and Health Registry of Toxic Effects of Chemical Substance or which has yielded positive evidence of acute or chronic health hazards in human, animal, or other biological testing. Such information shall be sent to ESBOCES and shall be in conformance with New York State Law. Such information shall include:

A. The name or names of the toxic substance including the generic or chemical name;

B. The trade name of the hazardous chemical and any other commonly used name, if known;

C. The level at which exposure to the substance is determined to be hazardous, if known;

D. The acute and chronic effects of exposure at hazardous levels;

E. The symptoms of such effects;

F. The potential for flammability, explosion, and reactivity of such substance;

G. Appropriate emergency treatment;

H. Proper conditions for safe use and exposure to such toxic substance;

I. Procedures for clean-up of leaks and spills of such toxic substance;

Each Successful Vendor furnishing a toxic substance, as defined by Section 875 of New York State Labor Law, to ESBOCES shall provide at least two (2) copies of a safety data sheet (SDS), which shall include for each substance the information outlined in Section 876 of New York State Labor Law. For additional information, Chapter 551 of the Laws of New York, 1980, Article 28 (toxic substances) can be found on pages TS-1 and TS-2.

(III) d. Prevailing Wages-…