Request for Proposal Contracted Paving

Town of North Hudson

NOTICE TO BIDDERS

NOTICE IS HEREBY GIVEN, that the Undersigned, on behalf of the North Hudson Town Board, will accept sealed bids at the Town Hall 2:00 pm on November 12th, 2026.

Bids are available at Contract ReporterNYS Contract Reporter )and at the Town Hall. Bid Responses should be mailed or delivered to: North Hudson Town Hall, or to PO Box 60, 3024 US Route 9 North Hudson, NY 12855. The bids shall be opened publicly and read aloud on Thursday, November 12th, 2026 at 2:00 pm.

All bids submitted in response to this notice shall be marked "SEALED BID –PAVING for TOWN PARK” clearly on the outside of the envelope with the name and address of the bidder.

Please contact the Town Supervisor Chris Clark or the Supervisors Clerk, Joan Staunches for additional information concerning the bidding at 518-532-9811.

In the event that the North Hudson Town Office is closed on the day of the Bid Opening due to unforeseen circumstances, the bid(s) will be opened the next business day that the North Hudson Town Clerk Office is open. The Bid Submission time will remain the same.

MWBE and SDVOB goals of 30% and 6%, respectively, are required.

The Town of North Hudson is an equal opportunity employer and affirmatively states that in regard to any contract entered into pursuant to these instructions, without regard to race, color, sex, religion, age, national origin, disability, sexual preference or Vietnam Era veteran status, disadvantaged and minority or women-owned business enterprises will be afforded equal opportunity to submit bids in response hereto.

This project is funded by the New York State Department of Environmental Conservation.

Municipal Representative:

Chris Clark Town Supervisor

INSTRUCTIONS TO BIDDERS

Attention of the bidders is particularly called to the requirements as to the conditions of employment to be observed and minimum wage rates under the Contract.

All bids shall be submitted on the bid sheets included in the package, and no other forms shall be accepted.

The Town of North Hudson reserves the right to reject any and all bids not considered to be in the best interest of North Hudson, and to waive any technical or formal defect in the bids which is considered by North Hudson to be merely irregular, immaterial, or unsubstantial.

In addition to bid sheets, the bidder shall submit executed non-collusion bid certificates signed by the bidder or one of its officers as required by General Municipal Law Sec. 103d. The bidder shall also submit an executed certificate of compliance with the Iran Divestment Act signed by the bidder or one of its officers as required by the General Municipal Law Sec. 103g.

Hard Copy Bids can be submitted via USPS or delivery service or hand delivered to the Town Clerk at the Town of North Hudson Town Hall, or sent to PO Box 60, 3024 US Route 9 North Hudson, NY 12855 for 2:00PM Bid Opening on November 12th.

A Contract awarded pursuant to this notice shall be subject to the provisions of Sections 103-1, 103-b, 103-d and 103-g of the General Municipal Law.

The contract shall be for a term of one year with the option to renew for two additional years upon mutual consent of the parties.

Questions will be received until six (6) days before the opening date. Please address all questions, in writing, to:

supervisorsclerk@townofnorthhudsonny.gov.

Addenda will be posted on the Contract Reporter. NYS Contract Reporter.

SPECIFICATIONS AND PROPOSAL for CONTRACTED PAVING

SPECIFICATIONS

INTENT:

It is the intent of this specification to have a Contracted Paving Crew and Equipment available on a project schedule, to complete parking and driveway in North Hudson, NY at the municipal Park, called “North Hudson Recreation Area and Park” located at 3017 US Route 9, North Hudson, NY 12855.

SCOPE:

The contractor shall furnish all labor and equipment involved in a driveway paving, parking lots and paths, including procurement of asphalt, trucking and managing application of top course and binder course. The approximate square footage is 30,000 Sq.Ft for the driveway access, beach lot, ballfield lot, tennis court lot. A North Hudson representative will be available for contact and arrive on site periodically to assess the project.

Please see the attached Map for the project area.

Site visits are highly recommended before the bid due date for assessments.

CONTRACT TERM:

The project is expected to be completed in the 2026 season or as early as possible in the 2027 season.

Compliance with the Master Contract for Grants (Appendix A- DEC)- Minority and Women Business Enterprises (MWBE) and EEO Requirements are attached within this Bid Document.

Minority- and Women-Owned Business Enterprise (MWBE) and Service-Disabled Veteran-Owned Business (SDVOB) Requirements This project is funded in part by the New York State Department of Environmental Conservation (DEC) and is subject to applicable MWBE and SDVOB participation requirements. The established MWBE participation goal is 30%. The contractor shall comply with the MWBE and SDVOB participation goals established or subsequently confirmed by DEC for this project, including all applicable good-faith effort, utilization plan, waiver, documentation, and reporting requirements. Contractors shall make good-faith efforts to utilize New York State-certified MWBE and SDVOB firms, as applicable, and shall provide supporting documentation upon request. Any revisions to participation goals or compliance requirements shall be communicated by the Town in accordance with applicable procurement procedures.

NYSDOL prevailing wage rate schedule must be followed.

Please visit:

https://dol.ny.gov/obtain-wage-schedule

Specifications and Unit-Price Bid Form

PART 1 — SPECIFICATIONS

1. Scope of Work The Contractor shall furnish all labor, materials, equipment, transportation, and incidentals necessary to supply and install asphalt pavement at the Town of North Hudson Town Beach / Park, in accordance with the following specifications.

2. Asphalt Pavement Requirements A. Type 3 Binder Course — NYSDOT Item No. 403.138902 Furnish and install NYSDOT Type 3 asphalt binder course at a compacted thickness of 3 inches in the designated areas identified in the bid form.

B. Type 6 Top Course — NYSDOT Item No. 403.178902 Furnish and install NYSDOT Type 6 asphalt top course at a compacted thickness of 1.5 inches in the designated areas identified in the bid form.

3. General Requirements

1. All asphalt materials and installation shall comply with the applicable NYSDOT specifications for the respective item numbers listed above.

2. The Contractor shall coordinate the paving schedule with the Town and verify the project limits before beginning work.

3. Unit prices shall include all labor, materials, equipment, transportation, mobilization, placement, compaction, and incidentals necessary to complete the work.

4. All quantities listed in the bid form are estimates only. Final quantities will be determined upon completion of the work.

5. The Contractor shall be paid at the applicable bid unit price for the actual quantities installed and accepted by the Town.

6. The Town will install a minimum of 5,000 square yards of asphalt pavement. The estimated quantities for individual items are not guaranteed.

PART 2 — UNIT-PRICE BID FORM

Town of North Hudson — Town Beach / Park Asphalt Paving

NYSDOT Item No. 403.138902

NYSDOT Item No. 403.178902

The total estimated quantity represents the sum of the listed binder and top course quantities. Actual quantities will be measured and paid separately by item.

PART 3 — BIDDER INFORMATION

Company Name: __________________________________________________ Mailing Address: _________________________________________________ Authorized Representative: ________________________________________ Telephone: _____________________ Email: _______________________ Signature: ______________________________________________________ Date: __________________________________________________________

BIDDER ACKNOWLEDGMENT

The undersigned certifies that they have reviewed the specifications and bid form and agree to furnish and install the asphalt pavement described herein at the unit prices submitted. The unit prices shall remain in effect for the duration of the project and payment shall be based on actual accepted quantities installed.

Authorized Signature: _____________________________________________ Printed Name and Title: ___________________________________________

PROPOSAL DOCUMENTS REQUIRED TO BE SUMBITTED

DESCRIPTION

· Certification of Experience (Maximum 3)

· Ability to meet MWBE and SDVOB Requirements/Waiver

· Copy of the NYS Vendor Responsibility Questionnaire

· Certification of Compliance With Iran Divestment Act

· Non-Collusive Bidding Certification

· W-9 Request for Taxpayer Identification Number

· Evidence of Insurance

· Conflict of Interest Statement

CERTIFICATION OF EXPERIENCE

BIDDER:

NAMES OF BUSINESS: CONTACT NAME: ADDRESS: AMOUNT OF CONTRACT: TELEPHONE NO.: TYPE OF WORK: EMAIL .:

NAMES OF BUSINESS: CONTACT NAME: ADDRESS: AMOUNT OF CONTRACT: TELEPHONE NO.: TYPE OF WORK: EMAIL .:

NAMES OF BUSINESS: CONTACT NAME: ADDRESS: AMOUNT OF CONTRACT: TELEPHONE NO.: TYPE OF WORK: EMAIL .:

NAMES OF BUSINESS: CONTACT NAME: ADDRESS: AMOUNT OF CONTRACT: TELEPHONE NO.: TYPE OF WORK: EMAIL .: __________________

NON-COLLUSIVE BIDDING CERTIFICATION

1. By submission of this bid, the undersigned bidder and each person signing on behalf of such bidder certifies and in the case of a joint bid each party thereto certifies as to its own organization — UNDER PENALTY OF PERJURY, that to the best of the undersigned’s knowledge and belief:

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

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

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

2. The undersigned acknowledges and agrees that a bid shall not be considered for award nor shall any award be made where any of the above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefor. Where one or more of the above has/have not been complied with, the bid shall not be considered for award nor shall any award be made unless the political subdivision, public department, agency or official thereof to which the bid is made, or his designee, determines that such disclosure was not made for the purpose of restricting competition.

3. The undersigned also acknowledges and agrees that the fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph 1 above.

4. The undersigned further acknowledges and agrees that any bid hereafter made to any political subdivision of the state or any public department, agency or official thereof by a bidder which is a corporation or a limited liability company for work or services performed or to be performed or goods sold or to be sold, where competitive bidding is required by statute, rule, regulation, or local law, and where such bid contains the certification referred to in paragraph 1 of this certificate, shall be deemed to have been authorized by the board of directors of the bidder, and such authorization shall be deemed to include the signing and submission of the bid and the inclusion therein of the certificate as to non-collusion as the act and deed of the corporation or limited liability company.

Name of Bidder:

(print full legal name)

Date Signed: Signature:

Name of Person Signing Certificate:

(print full legal name of signer)

Bidder is (check one): □ an individual, □ a limited liability partnership, □ a limited liability company,

□ other entity (specify):

STATE OF NEW YORK) SS: TOWN OF ESSEX)

CONTRACTOR’S ACKNOWLEDGEMENT

(If Corporation)

Notary Public

(If Individual)

(If Co-Partnership)

INSURANCE REQUIREMENTS – PUBLIC WORKS CONTRACTORS

I. The Contractor and each of its subcontractors shall procure and maintain during the entire term of the contract the following required insurance:

è Commercial General Liability Insurance $1,000,000 per occurrence / $2,000,000 aggregate, including coverage for liability assumed by contract, completed operations, explosion, collapse, underground hazard and products liability.

è Automobile Liability $1,000,000 combined single limit for owned, hired and borrowed and non-owned motor vehicles.

è Workers’ Compensation Statutory Workers’ Compensation and Employers’ Liability Insurance for all employees.

è Owners & Contractors Protective Liability Insurance $2,000,000 per occurrence / $2,000,000 aggregate.

è Excess/Umbrella Liability Insurance $1,000,000 per occurrence / $2,000,000 aggregate.

II. Notwithstanding any terms, conditions or provisions, in any other writing between the parties, the Contractor hereby agrees to name the Town as:

(a) an additional insured on the Contractor's Commercial General Liability, Automobile Liability and Excess/Umbrella Liability insurance policies, and

(b) a named insured on the Owners & Contractors Protective Liability Insurance Policy.

III. The policy/policies of insurance furnished by the Contractor shall:

IV. The Contractor agrees to indemnify the Town for any applicable deductibles.

V. Contractor acknowledges that failure to obtain such insurance on behalf of the Town constitutes a material breach of contract and subjects it to liability for damages, indemnification and all other legal remedies available to the Town. Prior to commencement of work or use of facilities, the Contractor shall provide to the Town proof that such requirements have been met by furnishing certificate(s) of such insurance, and the declarations pages from the policies of such insurance. The failure of the Town to object to the contents of the certificate(s) and/or declarations pages, or the absence of same, shall not be deemed a waiver of any and all rights held by the Town.

VI. All certificates of insurance will provide 30 days notice to the Town of cancellation or non-renewal.

VII. Contractor and subcontractor waives all rights of subrogation against the owner and will have the General Liability, Umbrella Liability Workers’ Compensation policies endorsed setting forth this Waiver of Subrogation.

VIII. All policies will also contain no exclusions with respect to Section 240 and 241 of the NYS Labor Law.

IX. The Town shall be listed as an additional insured on a primary and non-contributory basis.

X. All Contractors Subcontractors shall comply with these provisions and shall list the Town as additional insured on a primary and non-contributory basis.

XI.

STANDARD CLAUSES FOR NORTH HUDSON CONTRACTS

1. Independent Contractor Status The parties each acknowledge, covenant and agree that the relationship of the Contractor to the Town shall be that of an independent contractor. The Contractor, in accordance with its status as an independent contractor, further covenants and agrees that it:

(a) will conduct itself in accordance with its status as an independent contractor;

(b) will neither hold itself out as nor claim to be an officer or employee of the Town; and

(c) will not make any claim, demand or application for any right or privilege applicable to an officer or employee of the Town, including but not limited to workers' compensation benefits, unemployment insurance benefits, social security coverage or retirement membership or credits.

2. Contractor To Comply With Laws/Regulations The Contractor shall at all times comply with all applicable state and federal laws, rules and regulations governing the performance and rendition of the services to be furnished under this agreement.

3. Licenses, Permits, Etc.

The Contractor shall, during the term of this agreement, obtain and keep in full force and effect any and all licenses, permits and certificates required by any governmental authority having jurisdiction over the rendition and performance of the services to be furnished by the Contractor under this agreement.

4. Termination This agreement may be terminated without cause by either party upon 30 days prior written notice, and upon such termination neither party shall have any claim or cause of action against the other except for services actually performed and mileage expenses actually incurred prior to such termination. Notwithstanding the foregoing, this agreement may be immediately terminated by the Town:

(a) for the Contractor's breach of this agreement, by serving written notice of such termination stating the nature of the breach upon the Contractor by personal delivery or by certified mail, return receipt requested, and upon such termination either party shall have such rights and remedies against the other as provided by law; or

(b) upon the reduction or discontinuance of funding by the State or Federal governments to be used in furnishing some or all of the work, labor and/or services provided for under this agreement, and upon such termination neither party shall have any claim or cause of action against the other except for services actually performed and expenses (if the same are to be paid under this agreement) actually incurred prior to such termination.

5. Defense & Indemnification The Contractor shall defend, indemnify and hold harmless the Town to the fullest extent allowed by law, and notwithstanding any insurance requirements, from and against any and all liability, losses, claims, actions, demands, damages, expenses, suits, judgments, orders, causes of action and claims, including but not limited to attorney’s fees, legal costs, and all other costs of defense, by reason of any liability whatsoever imposed by law or otherwise upon the Town for damages to person, property or of any other kind in nature, including but not limited to those for bodily injury, property damage, death arising out of or in connection with its officers, employees, agents, contractors, sub-contractors, guests or invitees negligence or its/their performance or failure to perform this agreement. This language shall be inserted by Contractor in all agreements between Contractor and its subcontractors and subcontractors will indemnify and hold harmless the Town pursuant to its terms.

6. Discrimination Prohibited The services to be furnished and rendered under this agreement by the Contractor shall be available to any and all residents of North Hudson without regard to race, color, creed, sex, religion, national or ethnic origin, handicap, or source of payment; and under no circumstances shall a resident's financial ability to pay for the services provided be considered unless such consideration is allowed by State and/or Federal law, rule or regulation.

7. Non-Discrimination In Employment The Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. In the event that this is a contract to be performed in whole or in part within the State of New York for (a) the construction, alteration or repair of any public building or public work, (b) for the manufacture, sale or distribution of materials, equipment or supplies, (c) for building service, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin:

(1) discriminate in hiring against any citizen who is qualified and available to perform the work; or

(2) discriminate against or intimidate any employee hired for the performance of work under this contract.

The Contractor agrees to be subject to fines of $50.00 per person per day for any violation of this paragraph, as well as to possible termination of this contract or forfeiture of all moneys due hereunder for a second or subsequent violation.

8. Damage/Injury To Persons & Property The Contractor shall promptly advise the Town of all damages to property of the Town or of others, or of injuries incurred by persons other than employees of the Contractor, in any manner relating, either directly or indirectly, to the performance of this agreement.

9. Records The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter collectively "the Records") in accordance with the following requirements:

(a) the Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter;

(b) the Town Auditor, State Comptroller, the Attorney General or any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York, or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying.

The Town shall take reasonable steps to protect from public disclosure any of the records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate Town official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified and designation of said records as exempt under the statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the Town's right to discovery in any pending or future litigation.

10. Claims For Payment All invoices or claims for which payment is sought from the Town must be submitted in accordance with the following:

(a) each claim for payment must include

(1) an invoice detailing the claim,

(2) copies of all documentation supporting the claim,

(3) a properly completed Town standard voucher, which includes

(i) the Town contract number under which payment is being claimed, AND

(ii) the payee's Federal employer identification number or Federal social security number, or both such numbers when the payee has both such numbers. [Failure to include this number or numbers will prevent and preclude payment by the Town; except that where the payee does not have such number or numbers, the payee, on the invoice or Town voucher, must give the reason or reasons why the payee does not have such number or numbers and such reasons constitute a valid excuse under law.]

(b) Unless otherwise provided in this agreement, each claim for payment must be submitted to the Town no later than 30 days after the work, labor, materials, and/or services for which payment is claimed were rendered or furnished.

(c) Notwithstanding any other provision of this agreement, no claim for payment shall be valid, and the Town shall not be liable for payment thereof, unless it is submitted to the Town within 30 days of the close of the calendar year in which the work, labor, materials, and/or services for which payment is claimed were rendered or furnished.

(d) Unless otherwise provided in this agreement, the requirements of this paragraph 10, and/or of any other provisions of this agreement which supersede the same, shall constitute conditions precedent to the Town’s payment obligation, and failure to comply with any or all of said requirements shall entitle the Town to deny payment.

(e) As a further condition of payment, each claim of payment shall be accompanied by a Contractor and Sub-Contractor Progress Payment Waiver, Release and Discharge, and each Final Payment shall be accompanied by a Contractor and Sub-Contractor Final Payment, Waiver and Release form. As well as a Contractor Affidavit relative to Final Payment. Copies of these forms are attached and made a part hereof. (Please disregard if these forms do not pertain).

11. Consent In the event that State or Federal law requires the recipient of services to be furnished and rendered under this agreement to give his/her prior consent thereto, the contractor shall obtain such person's consent and furnish proof thereof to the Town.

12. Executory Clause The Town shall have no liability under this contract to the Contractor or to anyone else beyond the funds appropriated and available for this contract.

13. Public Work & Building Service Contract Requirements If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof:

(a) neither the Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said

(b) statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department; and

(c) the Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law.

14. Public Work Contracts – Hazardous Substances If this is a contract for public work, the Contractor agrees as follows:

(a) the Contractor acknowledges that the Town uses and/or produces various substances which may be classified as hazardous under OSHA’s Hazard Communication Standard;

(b) the Contractor recognizes the use of said substances by the Town and acknowledges that the Town has provided, or upon request will provide, the Contractor with a description of such substances which may be present in the area of the Town’s facility/facilities to which the Contractor may have accessed during the performance of this contract;

(c) the Contractor acknowledges that the Town has provided, or upon request will provide, suggestions for appropriate protective measures which should be observed when the Contractor is in the area of any such hazardous substances;

(d) the Contractor agrees to be solely responsible for providing training and information to its employees regarding any such hazardous substances, as well as of any protective measures suggested by the Town;

(e) the Contractor agrees to be solely responsible to ensure that the Contractor’s employees observe protective measures during the performance of their duties in the performance of the contract, and that all such protective measures will be at least as stringent as those suggested or which would have been suggested by the Town;

(f) in the event that the Contractor’s performance of the work under this contract requires the use of any hazardous substances, the Contractor shall notify the Town in advance of bringing in and/or using such substances in or upon Town property and suggest to the Town appropriate measures to be observed by the Town, its officers and employees, and/or the public; and

(g) in the event the Contractor fails in whole or in part to comply with the terms of this paragraph, the Town shall have the right to interrupt the Contractor’s work and/or terminate this contract, and the Contractor shall be prohibited from renewing such work until all applicable safety and health procedures and practices are implemented by the Contractor.

15. Disputes Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration, but must, instead, be heard in the North Hudson , Essex County Supreme Court or any other court of competent jurisdiction within Essex County, New York.

16. Non-Assignment This agreement may not be assigned, subcontracted, transferred, conveyed, sublet or otherwise disposed of in whole or in part, by the Contractor, without the prior written consent of the Town, and any attempts to assign the contract without the Town's written consent are null and void.

17. No Collusion If this contract was awarded based upon the submission of bids, the Contractor warrants, under penalty of perjury, that:

(a) its bid was arrived at independently and without collusion aimed at restricting competition; and

(b) at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the Town a non-collusive bidding certification on Contractor's behalf.

18. International Boycott In accordance with Section 220-f of the Labor Law, if this contract exceeds $5,000.00, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation, has participated, is participating, or shall participate in an International boycott in violation of the federal Export Administration Act of 1979, or regulations thereunder. If such contractor, or any of the aforesaid affiliates of Contractor, is convicted, or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the Town Manager within five (5) business days of such conviction, determination or disposition of appeal.

19. Town’s Rights of Set-Off The Town shall have all of its common law, equitable and statutory rights of set-off.

These rights shall include, but not be limited to, the Town's option to withhold for the purposes of set-off any moneys due to the Contractor under this agreement up to any amounts due and owing to the Town with regard to this contract, any other contract with any Town department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the Town for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The Town shall exercise its set-off rights in accordance with normal Town practices, including, in cases of set-off pursuant to an audit, the acceptance of such audit by the Town Town Board or its designated representative.

20. Contractor Defined Whenever the term "Contractor" is used in this agreement, such term shall include and apply to all employees, all officers, directors and agents, if any, of the Contractor.

21. Amendment This agreement may not be amended, modified or renewed except by written agreement signed by the Contractor and the Town.

22. Ownership Of Work Products All final and written or tangible work products completed by the Contractor shall belong to the Town. In the event of premature discontinuance of performance, the Contractor agrees to deliver all existing products and data files to the Town.

23. Executive Order Debarment/Suspension In the event that this contract involves the Contractor furnishing goods and services in excess of $100,000.00, or constitutes a subaward to subrecipients, under any Federal program, grant or other funding source, then by executing this agreement the Contractor certifies that neither it nor any of its principals are suspended or debarred within the scope or meaning of Executive Orders 12549 and 12689, any Federal or State regulation implementing or codifying the same, or any other Federal or State law, rule or regulation.

24. Health Insurance Portability and Accountability Act of 1996 (HIPAA) In the event that this contract involves the use or disclosure of protected health information within the meaning or application of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the regulations thereunder, the following provisions of this paragraph shall apply.

(a) Definitions. The terms used, but not otherwise defined, in this Agreement shall have the same meaning as given such terms in 45 CFR §160.103 and §164.501, as the same may be amended from time to time, including but not limited to the following.

(1) "Business Associate" shall mean the Contractor, its officers, employees, agents and subcontractors.

(2) "Covered Entity" shall mean North Hudson (the “Town”), its departments, agencies, officers and employees.

(3) "Individual" shall have the same meaning as given such term in 45 CFR §164.501 and shall also include a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).

(4) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, subparts A and E.

(5) "Protected Health Information" shall have the same meaning as given such term in 45 CFR §164.501, limited to the information created or received by Contractor from or on behalf of the Town.

(6) "Required by law" shall have the same meaning as given such term in 45 CFR §164.501.

(7) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his/her designee.

(b) Obligations and Activities of Contractor.

Contractor agrees to:

(1) not use or disclose Protected Health Information other than as permitted or required by this Agreement or as required by law;

(2) use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement;

(3) mitigate, to the extent practicable, any harmful effect that is known, should have been known, and/or discovered to/by Contractor of a use or disclosure of Protected Health Information by Contractor in violation of the requirements of this Agreement;

(4) report to the Town any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware;

(5) ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Contractor on behalf of the Town agrees to the same restrictions and conditions that apply through this Agreement to Contractor with respect to such information;

(6) provide access, at the request of the Town, and in the time and manner designated by the Town or the Secretary, to Protected Health Information in a Designated Record Set, to the Town or, as directed by the Town, to an Individual in order to meet the requirements under 45 CFR §164.524;

(7) make any amendment(s) to Protected Health Information in a Designated Record Set that the Town directs or agrees to pursuant to 45 CFR §164.526 at the request of the Town or an Individual, and in the time and manner designated by the Town or the Secretary;

(8)

(9) make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Contractor on behalf of, the Town available to the Town, and/or to the Secretary, in a time and manner designated by the Town or by the Secretary, for purposes of the Secretary determining the Town's compliance with the Privacy Rule;

(10) document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Town to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528;

(11) provide to the Town or an Individual, in time and manner designated by the Town or the Secretary, information collected in accordance with the above subparagraph (b)(9) of this Agreement, to permit the Town to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528.

(c) Permitted Uses and Disclosures by Contractor.

Except as otherwise limited in this Agreement, Contractor may use or disclose Protected Health Information on behalf of, or to provide services to, the persons entitled to services under this Agreement:

(1) solely for the purposes of performing Contractor’s obligations under this Agreement, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the Town or the minimum necessary policies and procedures of the Town; or

(2) provided that such use or disclosures are required by law; or

(3) Contractor

(A) obtains written authorization(s) from the individual to which the information pertains permitting the specific uses or disclosures of such information to third persons,

(B) represents and agrees in writing with such individual that the information to be used and/or disclosed will remain confidential and used or further disclosed only as required by law or for the purposes specified in the written authorization(s), and

(C) such third persons agree in writing to notify the Town as soon as practicable and in writing of any instances of which such third person(s) is/are aware in which the confidentiality of the information has been breached; or

(4) provide Data Aggregation services to the Town as permitted by 42 CFR §164.504(e)(2)(i)(B); or

(5) report violations of law to appropriate Federal and State authorities, consistent with §164.502(j)(1).

(d) Town To Inform Contractor of Privacy Practices and Restrictions.

The Town agrees to notify the Contractor of any

(1) limitation(s) in its notice of privacy practices of the Town in accordance with 45 CFR §164.520, to the extent that such limitation may affect the Contractor's use or disclosure of Protected Health Information;

(2) changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect the Contractor's use or disclosure of Protected Health Information; and/or

(3) restriction to the use or disclosure of Protected Health Information that the

(4) Town has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Contractor's use or disclosure of Protected Health Information.

(e) Permissible Requests by Town.

The Town shall not request Contractor to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by the Town; except that in the event that the services to be furnished by the Contractor under this Agreement requires data aggregation by the Contractor, the Contractor may use or disclose protected health information for such data aggregation or management and administrative activities of Contractor.

(f) Survival of Provisions.

The obligations of the Contractor under this paragraph 24 shall survive the expiration of the term of this Agreement and/or the termination of this Agreement, and said obligations shall remain effective and shall not terminate until all of the Protected Health Information provided by the Town to Contractor, or created or received by Contractor on behalf of the Town, is destroyed or returned to the Town, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in subparagraph (g) below.

(g) Return or Destruction of Protected Health Information.

Except as otherwise provided below, upon termination of this Agreement for any reason, Contractor shall return or destroy all Protected Health Information received from the Town, or created or received by Contractor on behalf of the Town. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the Protected Health Information.

In the event that Contractor determines that returning or destroying the Protected Health Information is infeasible, Contractor shall provide to the Town notification of the conditions that make return or destruction infeasible. Upon determination by the Town that return or destruction of Protected Health Information is infeasible, Contractor shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Protected Health Information.

(h) Termination for Cause.

Upon the Town's knowledge of a material breach of this paragraph by Contractor, the Town shall:

(1) either:

(A) provide an opportunity for Contractor to cure the breach or end the violation and terminate this Agreement within the time specified by the Town, or

(B) immediately terminate this Agreement if cure is not possible; and

(2) report the violation to the Secretary.

(I) Miscellaneous.

(1) Regulatory References. A reference in this Agreement to a section in the Privacy Rule means the section as in effect or as amended.

(2) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Town to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

(3)

(4) Survival. The respective rights and obligations of Contractor under this paragraph 24 of this Agreement shall survive the termination of this Agreement.

(5) Interpretation. Any ambiguity in this Agreement shall be resolved to permit the Town to comply with the Privacy Rule.

25. Severability If any term or provision of this agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and every other term and provision of this agreement shall be valid and be enforced to the fullest extent permitted by law.

26. Entire Agreement This agreement is the entire agreement between the parties, and the same shall be construed in accordance with the laws of the State of New York.

27. For Medicaid/Federal Health Care Related Work

Excluded/Debarred Party Clause The Vendor/Contractor represents and warrants that it, nor its employees or contractors, are not excluded from participation, and is not otherwise ineligible to participate, in a "federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other government payment program.

In the event Vendor/Contractor, or one of it employees or contractors, is excluded from participation, or becomes otherwise ineligible to participate in any such program during the Term, Vendor/Contractor will notify North Hudson in writing within three (3) days after such event. Upon the occurrence of such event, whether or not such notice is given to the Vendor/Contractor, North Hudson reserves the right to immediately cease contracting with the Vendor/Contractor.

If Vendor/Contractor is an Employment Agency, the Vendor/Contractor represents and warrants that its employees and contractors are not excluded from participation in a "federal health care program" as defined in 42 U.S.C. § 1320a-7b(f) or debarred from participation in any federal or other program.

· The Vendor/Contractor further represents and warrants it will, at a minimum, check monthly all of it employees and subcontractors against:

· The General Services Administration’s Federal Excluded Party List System (or any successor system,

· The United States Department of Health and Human Service’s Office of the Inspector General’s Lists of Excluded Individuals and Entities or any successor list, The New York State Department of Health’s Office of the Medicaid Inspector General's list of Restricted, Terminated or Excluded Individuals or Entities.

In the event an excluded party is discovered the Vendor/Contractor will notify North Hudson in writing within three (3) days after such event. Upon the occurrence of such event, whether or not such notice is given to the Vendor/Contractor, North Hudson reserves the right to immediately cease contracting with the Vendor/Contractor.

28. Cooperative Purchasing (Piggybacking)

Pursuant to General Municipal Law §103 and Town Law §408-a, any political sub-division or fire company (as both are defined in Section 100 of the GML) or district authorized to make purchases of apparatus, materials, equipment or supplies, or to contract for services related to the installation, maintenance or repair of apparatus, materials, equipment and supplies may make said purchases under this existing contract (Piggyback) provided, and on condition that this present contract was LET TO THE LOWEST RESPONSIBLE BIDDER. Therefore all terms and conditions under this contract are extended to other political sub- divisions and governmental entities.

29. New York State Sexual Harassment Laws

Contractor certifies as to its self or its own organization, under penalty of perjury, that Contractor 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. A model policy and training has been created by the New York State Department of Labor and can be found here: https://www.ny.gov/programs/combating-sexual-harassment-workplace.

APPENDIX E

GENERAL SPECIFICATIONS FOR PROCUREMENT CONTRACTS

Adopted May 20, 1999.

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TABLE OF CONTENTS

PART I Page

General Provisions

Bid Submission

Bid Evaluation