PW-1-25 PFS Landfill Liner Replacement Repair Services.pdf

CHAUTAUQUA COUNTY PURCHASING DEPARTMENT

INVITATION TO BID

BID NO. PW-1-25 PFS

BID NAME:

LANDFILL LINER REPLACEMENT & REPAIR SERVICES

Issue Date: MAY 1, 2025 Questions Due By: MAY 22, 2025 Bids Open at 2:00 p.m. On: MAY 29, 2025

RESPOND TO:

ATTN: Becky Anderson Purchasing Manager

454 N. Work Street Falconer, NY 14733

Email: andersob@chqgov.com

PH. 716-661-8836

PAUL WENDEL, JR

COUNTY EXECUTIVE

KITTY CROW

DIRECTOR OF FINANCE

BECKY ANDERSON

PURCHASING MANAGER

BRANDI MCINTYRE

PURCHASING AGENT

NICOLE PATTISON

TINA HUCKABONE

http://ny-chautauquacounty.civicplus.com/

NOTICE TO BIDDERS

Publication Date: May 1, 2025

Chautauqua County is accepting sealed bids for:

INVITATION TO BID

NO. PW-1-25 PFS

Landfill Liner Replacement & Repair Services

Invitation to Bid (ITB) Documents are available at the County’s Purchasing Office, Chautauqua County DPF, 454 N. Work Street, Falconer NY 14733, may be downloaded from bidnetdirect.com/New- York or may be requested by email from andersob@chqgov.com. Chautauqua County is not responsible for the completeness or accuracy of ITB documents received from any other source, and the successful bidder shall be subject to official County ITB terms and conditions.

Bids must be received by the County’s Purchasing Office no later than 2:00 P.M. on May 29, 2025. EACH BID ENVELOPE MUST BE PLAINLY MARKED WITH THE PROPOSAL NUMBER AND THE ITEM BID THEREIN.

Becky Anderson mailto:andersob@chqgov.com

INSTRUCTIONS TO BIDDERS

Enclosed with these Instructions are:

(a) A Copy of the Public Notice identifying goods and/ or services being sought and specifying the date, time and location of receipt and examination of bids by Chautauqua County;

(b) Specification(s) for item(s) on which bids are being solicited; and

(c) Non-Collusion Bidding Certification, Affidavit of Financial Records and Certification Pursuant to Section 103-g, all of which must be completed and returned with each proposal submitted. Product Data Sheets must also be submitted with each bid.

1. Bidders are responsible for submitting their bids to the appropriate location at or prior to the date and time set forth in County’s bid documents. No bids will be accepted after the designated date and time. Delay in mail delivery is not an exception to this rule. BIDS WILL NOT BE ACCEPTED VIA FACSIMILE OR E-MAIL.

Proposals which are not timely submitted will be returned unopened.

2. Bid Proposals must be submitted to the attention of the Purchasing Manager and/or Agent in charge of bidding.

Bids must be enclosed in a sealed envelope plainly marked with the title of the bid and the ITB (information to bid) number. Bidder’s name and complete mailing address must be included on the outside of the envelope.

and/or Agent in Charge:

Bid Title: Landfill Liner Replacement and Repair Services ITB No. PW-1-25 PFS

3. As set forth in General Municipal Law §109, bid awards may not be assigned, transferred, conveyed, sublet or otherwise disposed of without County’s express written consent.

4. Please complete the Bid Response form and email to andersob@chqgov.com.

SCOPE: Chautauqua Department of Finance, Purchasing Division is requesting invitations to bid for Landfill Liner Replacement and Repair Services. It is the intent of these specifications to secure a contractor for the removing and replacing of designated Landfill liners. Patchwork and replacement of the liner will be on an as-needed basis, at spots locations when requested and as designated by the Landfill engineer.

The scope of work shall include, but not be limited to: cutting then removing existing liner and geo-composite materials and replacing them with new. All work by the contractor shall be performed during business hours unless otherwise approved by the County. The work includes providing and performing the specified work as described in this bid package.

MINIMUM REQUIREMENTS

2.1 The contractor shall provide all extrusion-weld materials and equipment as necessary, to remove damaged and worn materials and replace or patch with new geo-composite and extrusion-weld up to eighty (80) mil HDPE liner material. All liner and geo-composite materials shall be supplied by the County or separately quoted for purchase through the vendor.

2.2 The Contractor shall weld all seams of the new liner material onto existing liner material.

2.3 The Contractor shall test all weld-seams using a vacuum box, in the presence of the Landfill Engineering staff, and in accordance with the following industry standards, as applicable:

a) ASTM D-5641, “Standard Practice for Geomembrane Seam Evaluation by Vacuum Chamber.

b) ASTM D-4437, “Standard Practice for Nondestructive Testing (NDT) for determining the integrity of Seams Used in Joining Flexible Polymeric Sheet Geomembranes.

c) ASTM D-6392, “Standard Test Method for Determining the Integrity of Non- Reinforced Geomembrane Seams Produced Using Thermo-Fusion Methods”

2.4 The Contractor shall be responsible for all surface preparation prior and after liner installation.

2.5 The Contractor shall secure sections of new geo-composite material to existing as necessary and as directed by the Landfill Engineer.

2.6 All equipment, used by the contractor, shall be carefully handled to prevent damage.

3.0 QUALIFICATIONS

3.0 Contractor shall provide references and projects demonstrating a minimum of ten (10) years’ experience with landfill liner installation work.

3.0 WELDER QUALIFICATIONS –

3.0.1 Each liner welder shall provide recent liner-welding certification (2024 or 2025) any welding is performed.

3.0.2 All qualification test-welds shall be made in the presence of the Landfill representative.

CONTRACTOR'S EXPERIENCE LIST

To enable the County to evaluate the Contractor's qualifications to provide the work to be performed, the Contractor shall list in the spaces below similar contracts requiring the same services as this bid that the Contractor has completed or has under active contract within the last five (5) years.

CUSTOMER

NAME

ADDRESS PHONE

NUMBER

DESCRIPTION OF

WORK

CONTACT NAME

NOTE: Qualifications of Contractor shall be as stated in these documents.

PW-1-25 PFS

BID FORM

Bids Due: 5/29/25

ITEM NO.

DESCRIPTION UNIT MEASURE

UNIT PRICE

1 MOBILIZATION

Per-Event, Lump Sum

Hourly rate for TWO workers, inclusive of all costs (including but not limited to meal and lodging costs)

Rate for each two-man team, with a four hour minimum period per work day (e.g.: a 1 to 3 hour work day will be paid at 4 hours)

Hourly Rate for Equipment, Parts, and

Materials Charge (County will supply

HDPE liner and geocomposite material)

Rate per hour, with a four hour minimum period per work day

(e.g.: a 1 to 3 hour work day will be paid at 4 hours)

Sample contract to determine low bid: 1 mobilization, 4 hours labor, 4 hours equipment = $_______________.

The undersigned bidder has examined the specifications with related documents and hereby proposes to furnish all labor, materials and supplies, in accordance with the contract documents, within the time set forth therein, and at the prices stated above. These prices cover all expenses to be incurred in performing the work required under the contract documents, of which this proposal is to become a part.

Respectfully submitted:

BIDDER

SIGNATURE

PRINT NAME OF SIGNER

TITLE

ADDRESS

TELEPHONE

FAX

E-MAIL

DATE

GENERAL CONDITIONS

a.) Chautauqua County encourages all qualified applicants, including Minority-owned Business Enterprises, Women-owned Business Enterprises, Small Business Enterprises and Disadvantaged Business Enterprises, to partake in the bidding of this and all other commodities. The successful Bidder must be an EOE.

b.) Chautauqua County is exempt from all Federal and State taxes.

c.) By submitting a bid, you are asking the county of Chautauqua to accept your offer for the sale of goods or services. It is important that you READ and UNDERSTAND all terms and conditions herein as well as understand the laws that govern Municipal Purchasing which can be found at http://public.leginfo.state.ny.us.

d.) The enclosed bid forms must be used and may not be substituted amended, or altered. Bids submitted that are not on the enclosed forms will not be considered. All bid documents must be submitted for each bid, and must be signed by an authorized individual. Documents with a place for a notary signature must be notarized. Copies of bid documents obtained from any other source are not official copies.

Only those bidders who obtain documents from the Purchasing Division or have been downloaded from BidNet are guaranteed to receive addendum information.

e.) Addendum: Questions about or requests for clarification of a bid item must be submitted in writing to andersob@chqgov.com only. Questions must be submitted prior to the scheduled date on the front page of this bid document. County responses will be submitted to all parties in the form of an Addendum to the original bid, receipt of which must be acknowledged with each bid submittal.

• “From the time of issuance of a County Invitation to Bid until final determination of the successful vendor, all prospective vendor questions and communications shall be directed to the Purchasing Manager and/or agent. Contacting any other County employee prior to County’s issuance of a bid award may result in rejection of a bid.”

f.) Withdrawal Of Proposals - Negligence on the part of the Bidder in preparing his bid confers no right for the withdrawal of the bid after it has been opened. Any Bidder, upon his properly notarized written request, will be given permission to withdraw his bid not later than the time set for opening. At the time of opening of the bids, when such bid is included, it will be returned to the Bidder unopened.

I. CONTRACT TERM:

a.) The contract shall commence upon fully executed contract.

http://public.leginfo.state.ny.us/ b.) Chautauqua County reserves the right to terminate this contract at any time for any reason in whole or in part upon thirty (30) days’ written notice to the successful Contractor. The County also reserves the right to cancel the contract immediately for breach or non-performance.

II. INTENT OF DOCUMENTS AND INSTRUCTIONS

a.) The Specifications and instructions as set forth herein are complementary, are intended to provide for, and include everything necessary for, the proper and orderly execution and completion of the service as specified. Specifications that have omissions reference to any material and/or service description which obviously was intended under the Contract, shall not excuse or relieve the awardee from furnishing the same. Materials described in words which have a generally accepted technical or trade meaning, shall be interpreted by such customary and recognized standard of meaning.

III. PRICING AND BID FORM:

a.) Bid Form: All awards will be based on the actual rates quoted by the bidder in the space provided on the bid form. When applicable, escalation is to be calculated as specified in County’s bid documents.

• When a bid form is broken down for services that include labor, parts and/or material pricing the proposed bid pricing for MSRP Parts Plus or MSRP Parts discount or Material Mark-up shall be used as a basis for purchasing those parts and material from that awarded vendor throughout the term of the contract at any time for any purpose.

b.) PRICE ADJUSTMENTS PARTS and MATERIALS ONLY- Price includes all customs duties and charges and to be net, F.O.B. destination. At no time during the contract term may any of the contract pricing be changed for any reason without written approval by the county. Other municipalities participating in this bid may incur some shipping charges. It is up to the awarded bidder and the municipality or other eligible entity to negotiate reasonable shipping charges.

All pricing shall remain firm for the first year. Per each (12) twelve-month period the vendor or the County may request a price adjustment. The vendor shall give the County a minimum of thirty (30) calendar day's notification of any request for a price adjustment. Such increase may not exceed more than 3%.

HOURLY RATES – Shall remain firm for the length of the contract.

c.) The County will not pay any type of fuel surcharge on any item or contract unless specifically indicated as such by the County in the solicitation or contract. Any fuel charges added and not authorized by the County will be deleted from any payments made to the vendor.

d.) Unless otherwise specified all bid prices for goods shall include delivery F.O.B. to the agency ordering the goods.

e.) NYS Prevailing Wage Rates: NYS Prevailing wage rates may apply and successful contractor must make available to their employees the wage rates in accordance with the directions contained in the official schedule.

Further, successful contractor must submit to the County along with each invoice certified payroll records for the work being billed and the county will keep these records on file for there (3) years.

Chautauqua County will provide the successful Bidder upon request the NYS Prevailing Wage Rate schedule specific to this contract upon award. Or the vendor my download the schedule on the website at https://apps.labor.ny.gov/wpp/showFindProject.do?method=showIt Contractors are responsible to obtain the current wage rate for the Trade being bid by contacting the regional office in Buffalo NY at (716)847-7159 or on the website referenced above. The wage schedule for this bid is PRC#2025003500.

f.) If vendor offers a lower price to any other municipality or contractor, such price shall be also extended to the County for the life of this bid or any contract as a result of this bid and prices will be adjusted accordingly.

IV. PAYMENT:

a) All invoices submitted for payment must reflect the proposed bid to ensure prompt payment, also please reference the assigned Agreement of Service Number if applicable on the invoice. Any additional fee added to the invoice when billed will not be paid unless specified on the Bid Form. Cost of all repairs to be approved prior to commencement of work.

b) Contractor acknowledges that County issues vendor payments electronically, and shall complete payment forms as required by the County for that purpose. Electronic Payment Methods forms can be found at:

http://www.co.chautauqua.ny.us/218/Forms- Applications.

V. ALTERNATE SOURCE

a.) Where a New York State bid or a bid from another municipality results in an award for an item herein at a total price which is more favorable than that of the bidder to whom an award is made herein, and such price is available to County, County reserves the right to purchase from the State bid or from such other, alternate bid, notwithstanding its award to the lowest responsible bidder herein, after offering the County bid awardee an opportunity to meet or better the item price.

VI. PRODUCT REFERENCES “Or Equal”:

a.) Meaning: alike in amount, rank, value, size, and same in operation or effect. In all Specifications the words “or equal” are understood to apply where a copyrighted, brand name, trade name, catalog reference, or patented Product is referenced. References to such specific Product are intended as descriptive, not restrictive, unless otherwise stated. Comparable Product will be considered if proof of compatibility is https://apps.labor.ny.gov/wpp/showFindProject.do?method=showIt http://www.co.chautauqua.ny.us/218/Forms-%20Applications provided, including appropriate catalog excerpts, descriptive literature, specifications and test data, etc. The Purchasing Agents decision as to acceptance of the Product as equal shall be final.

b.) Whenever a particular brand or make of material, equipment, or other item is specified, another brand or make which, in the opinion of Chautauqua County, is equivalent in quality, value, performance and suitability to that specified or indicated may be offered only if the particular brand or make of material, equipment cannot be offered by the bidder.

c.) The County shall be the sole judge as to whether a proposed equivalent or substitution is to be approved and the bidder shall have the burden of proving same, at his own expense, to the satisfaction of the County. Any deviations shall be noted with explanations of change including equipment name brand, etc. Deviations shall be equal or better and so noted throughout specifications.

IX. QUALIFICATIONS:

a.) When requested by the County, each Bidder shall submit a statement of the bidder's qualifications, his experience, and his organization and equipment available for the work.

b.) The County may specifically request a detailed financial and ownership statement by the apparent low bidder.

c.) The County shall have the right to take such steps as it deems necessary to determine the ability of the Bidder to perform his obligations under the Contract, and the Bidder shall furnish the County all such information and data for this purpose as he may request. The right is reserved to reject any Bid where an investigation of the available evidence or information does not satisfy the County that in its sole discretion the Bidder is qualified to carry out properly the terms of the contract. The issuing of Bid Documents and/or acceptance of a Bidder's payment for the Bid Documents by the Owner shall not be construed as pre-qualification of that Bidder.

X. OBLIGATION OF BIDDERS:

a.) It is the bidder’s responsibility to contact Chautauqua County to confirm that they have received all addenda prior to submittal of a bid.

b.) A bidder shall not plead misunderstanding or deception of estimates of quantities, character, location, or other conditions surrounding the same. Permission will not be given to withdraw, or modify, or explain any proposal or bid after it has been opened.

XI. AWARD:

a.) Only items requested by County bid documents shall be considered as the basis for award. At County’s sole option a bid submittal with non-conforming, different or additional information can be: rejected as a nonconforming bid; or accepted as bid, with non-conforming, additional or different information enforced or rejected by County, in whole or in part, as County deems most advantageous. Bidder shall have no recourse against County in connection with County’s exercise of its option to accept or reject unsolicited information. Information, statements, terms or requirements, or parts thereof, which the County deems not directly responsive to the information requested will, in County's sole discretion, be void, voidable or enforceable."

b.) When bids are split into different sections and/or categories there may be multiple awards. Awards will be made to the lowest responsible bidder per section and/or category. Awards will be made to the lowest responsible bidder per Section No. 1 being price per hour for normal labor rate. Section 2 may be taken into consideration if the percentages make a measurable difference in pricing. Actual invoices paid to the current awarded contract may be used as a comparison.

XII. INSURANCE & EXECUTION OF THE AGREEMENT:

a.) Insurance - Must be in place prior to execution of the agreement by the County Executive and shall be up to date and maintained for the contract term. It is preferred that you attach your updated certificates of insurance along with your bid. You may also e-mail certificates to wakamata@chqgov.com.

*Failure to supply up-to-date certificates of insurance within (5) five days of receipt of the Notice of Award may be cause for the County to declare a bid non-responsive, with the result that the award may go to the lowest bidder.

b.) Agreement of Service (AOS) or Form of Agreement - The successful bidder upon award will be required to execute a standard Chautauqua County Agreement of Service (AOS) or a Law Department Drafted Agreement. A sample agreement or AOS along with terms and conditions is attached herein.

c.) No services shall commence or payments made prior to the full execution of the AOS or Agreement.

• Fully executed by the County Executive and the Awarded Vendor.

ATTENTION BIDDERS – BID RESPONSE FORM

If you find that you are not interested in bidding/quoting this particular project please indicate your reasons below. If you wish to be removed from our bidders list, please fill in this sheet and return by emailing to:

andersob@chqgov.com

Bid Proposal Number: _____________________

Name of Project being bid: ___________________________

VENDOR NAME: __________________________________________________

COMPANY REPRESENTATIVE: ______________________________________

ADDRESS: ______________________________________

PHONE:____________________/Email: _____________________________

For purposes of facilitating your firm's response to our invitation to bid, the County of Chautauqua is interested in hearing reasons for your not wishing to be on the bid list.

WE ARE NOT INTERESTED BECAUSE:

_____ Items and/or materials requested are not manufactured by us or are not available to our Company.

_____ Our items and/or materials do not meet your specifications.

_____ Specifications are not clearly understood or applicable _____too vague _____ too rigid.

_____ Quantities too small

_____ Insurance Requirement

_____ Other reason not listed above (or) elaborate on the checked marked reason above:

CHAUTAUQUA COUNTY FINANCE DEPARTMENT—PURCHASING DIVISION

Purchasing Manager

Kitty Crow Director of Finance

CHAUTAUQUA COUNTY RESPONSE CHECKLIST BID NAME:

BID NO. DUE DATE:

Please note below a list of documents which must be submitted in full as part of this bid. Failure to submit any of the documents as part of your proposal or failure to acknowledge any addendum in writing with your bid may be cause for rejection of the proposal.

Submitting a bid on any condition, limitation or provision not officially invited in this bid may also be cause for rejection.

Please check each item indicating your compliance:

THIS CHECKLIST MUST BE SUBMITTEDAS PART OF YOUR PROPOSAL.

_____RESPONSE CHECKLIST

_____NON-COLLUSION CERTIFICATE

_____IRANIAN DIVESTMENT CERTIFICATE

_____FINANCIAL AFFIDAVIT

_____ AFFIDAVIT OF A FOREIGN CORPORATION

_____CORPORATE ACKNOWLEDGEMENT CERTIFICATE

_____EXCLUSION CHECK

_____PRICING SUBMISSION SHEET (PROPOSAL FORM) IF INCLUDED OR VENDOR’S OWN SUBMISSION

_____ADDENDUM(S) ACKNOWLEDGE (IF APPLICABLE)

_____INSURANCE CERTIFICATES _____ WILL PROVIDE WITHIN 5 DAYS OF NOTICE OF AWARD

COMPANY

TELEPHONE NUMBER

ADDRESS

EMAIL ADDRESS

AUTHORIZED REPRESENTATIVE (PRINT) TITLE

AUTHORIZED SIGNATURE

FED ID NO.

DATE

K/Landfill/Landfill Liner Replacement and Repair

25-54-XX/KOR.11

AGREEMENT

Landfill Liner Replacement and Repair

This Agreement is made as of ________, 2025, by and between the following parties:

COUNTY: COUNTY OF CHAUTAUQUA, NEW YORK

A Municipal Corporation

Gerace Office Building

Mayville, New York 14757-1007 hereinafter called "County,"

-and-

CONTRACTOR: NAME OF CONTRACTOR

A _____________ Corporation

Street Address

City, State, Zip Code hereinafter called "Contractor."

WITNESSETH:

WHEREAS, County issued Invitation to Bid No. _________ on

____________, 2025, soliciting competitive bids for Landfill

Liner Replacement & Repair Services (the Project), and

WHEREAS, Contractor certifies that it is duly qualified and experienced to perform Project work, and

WHEREAS, County is authorized and empowered to proceed with this Agreement pursuant to New York State County Law §215, NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. Contract Documents. The Contract Documents consist of the following, including all current and future appendices, attachments, incorporated references, addenda, and amendments:

this Agreement; County’s bid solicitation documents, including but not limited to the Advertisement, the Notice to Bidders, the

Notice of Award, and all items in the Invitation to Bid package;

Contractor's bid dated _______________, to the extent it does not conflict with the meaning or intent of other Contract

Documents; County’s Regulatory Compliance Plan; Project engineering documents; Prevailing Wage requirements, as applicable; and all applicable federal, state, and local laws, rules, regulations, permits and requirements. The Contract

Documents are as fully a part of this Agreement as if attached hereto or repeated herein.

All services, including those provided by subcontractors, shall be provided in furtherance of and in conformance with

Contract Documents. It is Contractor's responsibility to make itself and any subcontractors aware of applicable Contract

Document requirements.

In the event of a conflict between the terms of this

Agreement and the terms of another Contract Document, the terms of this Agreement shall apply, provided, however, that where the other Contract Document provides greater detail about or elaboration of an obligation set forth in this Agreement, the provisions of the other Contract Document shall be considered as additional requirements to the duty or obligation found in this

Agreement, enforceable at the option of County. This Agreement is to be construed as requiring conformance with all Federal, State, and Local requirements.

2. Performance. Contractor shall perform Project work as requested by County and consistent with Contract Documents. It is imperative that Project work be performed correctly, as a leak through the landfill liner can result in environmental hazards and can cause the County to be in violation of its

Landfill permit from the DEC. Project work shall only be provided by duly certified, qualified and experienced individuals.

Contractor shall furnish all necessary machinery, equipment, labor, and all other items necessary to attain or exceed Contract Document requirements.

County, in its discretion, may require Contractor to submit for County's approval schedules, equipment lists, employee certifications, and other information concerning Project work.

County's approval of Contractor's submission shall not abrogate

Contractor's responsibility to meet Contract Document requirements.

Contractor's work shall be subject to County’s inspection.

County's Landfill Director or a designee may assist County in determining the quality and acceptability of the work, and may assist County in deciding questions that arise in relation to satisfaction of Contract Document requirements. Such inspections, determinations and decisions shall not abrogate

Contractor's responsibility to meet Contract Document requirements.

Contractor shall take field measurements and shall verify field conditions with the requirements of Contract Documents before commencing performance of Project work. Contractor shall carefully protect its work, Project materials and the Project site against damage or injury from the weather, and shall protect County's property from injury or loss in connection with this Agreement. Contractor shall minimize any interference with normal County activities at the construction site, and shall promptly clean up any materials, rubbish or debris for which it is responsible. Contractor shall ensure the safety of its services, personnel, equipment, materials, and the Project site.

Contractor shall provide contract close-out documents, including warranty paperwork, certified payrolls, Consent of

Surety for Final Payment, Contractor’s Affidavit of Release of

Liens, and Contractors Affidavit of Payment of Debts and Claims, upon request.

3. Payment. County will pay Contractor the maximum sum of

________________________________________ Dollars ($XXX) for goods and services provided pursuant to this Agreement.

Payments will be made in accordance with Contractor’s bid prices, attached hereto as Appendix B.

County will make monthly progress payments on the basis of work completed, upon receipt of properly itemized and certified invoices in form and content satisfactory to County's Landfill

Director or a duly authorized subordinate, together with all fiscal records and documents as are reasonably requested.

Contractor’s acceptance of final payment shall be and shall operate as a release of County from all claims and all liability to Contractor for all things done or furnished in connection with this Agreement and for every act and neglect of County and others relating to or arising out of this Agreement. No payment, however, final or otherwise, shall operate to release

Contractor or its sureties from any obligation under this

Agreement.

4. Term. This Agreement shall commence ________ and shall terminate__________, 2028. The parties may by mutual agreement, as evidenced by a duly executed contract amendment, extend the term of this Agreement on the same terms and conditions for up to two (2) additional years. County can terminate or cancel this Agreement, in whole or in part, on thirty (30) days written notice to Contractor, with accounts between the parties to be adjusted and prorated as of such termination date. County can immediately by written notice terminate this Agreement in the event Contractor violates any provision of a Contract Document, or in the event Contractor’s work is deemed by the County

Landfill Director, in his sole discretion, to be unacceptable.

5. Guarantee. Contractor shall fully guarantee its work for a period of one (1) year following final written acceptance by County of the Project work (Guarantee Period), unless

Contractor notifies the County Landfill Director in writing prior to construction that conditions are unfavorable for performing work at that time, and County in writing directs

Contractor to proceed. By commencing Project work, Contractor is confirming that Contractor has visited the site, is familiar with site conditions, and is prepared to perform the work.

Upon County’s acceptance of the work, Contractor shall submit to County duplicate copies of a general guarantee for the entire work. The guarantee shall be unconditional and shall cover all labor, materials, and equipment furnished. All guarantees shall be written in a form satisfactory to County.

Contractor shall, within three (3) days after receipt of notification of a defect, remedy any defective work which first appeared during the contract term or during the Guarantee

Period; provided, however, that if County determines that, due to weather or for other reasons, the defect cannot be corrected within such time frame, County may require a temporary fix, to be followed by a complete remedy at a specified time when such remedy is feasible. If Contractor fails to comply with the requirements of this paragraph within the time stated, County may, at its sole option, correct the error itself, or have the corrective work done, and charge Contractor therefore.

Contractor shall bear all expenses of correcting defects which shall include without limitation any additional testing and inspection, and compensation for County’s services and expenses including but not limited to County’s engineering and legal fees made necessary thereby. In addition, Contractor shall pay for all damages, costs and expenses caused by such defective work, or occasioned in correcting the same.

Contractor shall pay any charge or expense due to County under this paragraph within ten (10) business days after receipt of notification of the amount due. Upon Contractor’s failure to timely make payment, County may, among other remedies, elect to offset amounts owed to Contractor by amounts owed to County.

County may withhold from Contractor, until a post-Guarantee

Period evaluation documents the success of a remedy, a sum deemed reasonably necessary by County to fully and completely remedy a defect which first appeared within the Guarantee

Period, and to reimburse County for all costs and expenses incurred by County as a result of such defect. County may in addition pursue other legal remedies available to it.

6. Digital Signatures and Document Storage. Each party may affix a digital signature to this Agreement by electronic means. By affixing a digital signature the parties are affirming they have authority to enter into this Agreement, and that this Agreement executed by digital signature or other electronic means shall be legally binding and effective. Each party also agrees that this Agreement, and any document including or relating to this Agreement, may be imaged and stored electronically and may be introduced as evidence as original business records and neither party shall contest their admissibility.

7. Execution in Counterparts. This Agreement, and any amendment or modification, may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument. The exchange of copies of signature pages by scanned portable document format (".pdf") email attachment, or through any digital signature program, shall constitute effective execution of this Agreement, and .pdf copies of this Agreement shall have the same force and effect as an original.

8. Additional Terms and Conditions. Contractor shall comply with all provisions contained in Appendix A, attached hereto and made a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this

Agreement as of the date first set forth above.

COUNTY OF CHAUTAUQUA

BY___________________________________________DATE_____________

Paul M. Wendel, Jr., County Executive

NAME OF CONTRACTOR

BY__________________________________________DATE______________

Name Title

Chautauqua County Appendix A – February 2025

Amendment. No waiver, modification, or amendment of this Agreement or any part thereof shall be valid unless in writing and duly executed by the parties hereto. A waiver of any breach hereof shall not prevent forfeiture for any succeeding breach.

Assignment. Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement or any of its right, title, or interest therein, or the power to execute this Agreement, without the prior written consent of the County. (GML Section 109)

Audit. County, itself or through a third party, reserves the right to audit Contractor upon reasonable notice to ensure compliance with this Agreement.

Contractor shall fully comply with any such audit.

Binding Agreement. This Agreement shall be binding on the parties, their successors, heirs, and assigns.

Confidentiality. Information relating to individuals who may receive services pursuant to this Agreement shall be confidential, and maintained and used only for the purposes intended under this Agreement, in accordance with all applicable State and Federal laws, rules and regulations and industry standards. If Contractor is a Business Associate of the County as defined by HIPAA, Contractor shall comply with the terms of County’s standard Business Associate Agreement, as the same may be amended from time to time, unless otherwise agreed upon in writing by the parties. This requirement shall survive termination of this Agreement.

Conflict. In the event of a conflict between the terms of this Agreement and the terms of any other Contract Document, the terms of this Agreement shall be controlling notwithstanding anything in Contractor’s documents to the contrary.

Debarment/Suspension – see County solicitation documents.

Digital Signatures and Document Storage.

Each party may affix a digital signature to this Agreement by electronic means. By affixing a digital signature the parties are affirming they have authority to enter into this Agreement, and that this Agreement executed by digital signature or other electronic means shall be legally binding and effective. Each party also agrees that this Agreement, and any document including or relating to this Agreement, may be imaged and stored electronically and may be introduced as evidence as original business records and neither party shall contest their admissibility.

Entire Agreement. This Agreement contains the sole and entire Agreement between the parties relating to the goods and services provided hereunder and shall supersede any and all other Agreements between the parties. Any other statements or representations made by either party are void and have no force or effect.

Execution in Counterparts. This Agreement, and any amendment or modification, may be signed in counterparts, each one of which is considered an original, but all of which constitute one and the same instrument.

The exchange of copies of signature pages by scanned portable document format (".pdf") email attachment, or through any digital signature program, shall constitute effective execution of this Agreement, and .pdf copies of this Agreement shall have the same force and effect as an original.

Force Majeure. Either party may terminate or suspend its performance under this Agreement, in whole or in part, immediately upon the occurrence of a “force majeure.” A “force majeure” shall include, but not be limited to, natural disasters, war, rebellion, insurrection, riot, strikes, lockout, and any unforeseen circumstances and acts beyond the control of the County which render performance of its obligations impossible.

Governing Law. Notwithstanding any statement in this or any other document to the contrary, this Agreement shall be governed by the laws of the State of New York, without regard to its principles on conflicts of law, and Contractor consents to New York State Court jurisdiction in Chautauqua County, New York as the exclusive jurisdiction for this contract, and any disputes hereunder shall be heard by a court of competent jurisdiction in Chautauqua County, New York, unless this paragraph is physically crossed out and initialed by both parties, or unless the Federal supremacy clause requires otherwise.

Guarantee. Contractor shall fully guarantee the quality and workmanship of the services and/or goods provided, and shall represent and warrant that such goods or services meet or exceed all applicable industry standards.

Indemnification. Contractor shall be solely responsible and answerable in damages for any and all accidents and/or injuries to persons (including death) or property arising out of or related to the goods provided or services to be rendered by Contractor or its subcontractors pursuant to this Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold County and its officers and employees harmless from any liability, claim, demand, loss, judgment, expense, and cost of every type, amount, and nature, direct and indirect and without limitation, including the costs of defense, arising from Contractor's performance or failure to perform the terms of this Agreement. In the event that this Agreement is funded by Federal or State funds, and County is required to indemnify the funding source(s) of this Agreement, Contractor shall be required to indemnify the funding source to the full extent that County is contractually obligated to do so, to the extent such obligation arises from Contractor’s action or failure to act in accordance with this Agreement.

All money expended by County as a result of such claims, actions, damages, losses, expenses, and costs, together with interest at a rate not to exceed the maximum interest rate permitted by law, shall be immediately and without notice due and payable by Contractor to County.

Such obligation to the County shall not be construed to negate, abridge or reduce other rights of indemnity which would otherwise exist. This provision shall supersede any other provision in this Agreement, including attachments and referenced items, deemed to be in conflict, unless specifically stated otherwise.

Independent Contractor. Contractor is an independent contractor and not an employee, servant, or agent of the County.

Contractor shall have exclusive responsibility for the means, manner, and methods of performing its obligations under this Agreement.

Insurance. Unless waived by the County Attorney or his/her designee in writing, Contractor shall secure and maintain the insurance specified at https://chqgov.com/finance/insurance-requirements incorporated by reference as though fully set forth herein, with County named as an additional insured for purposes of coverage on a direct, primary, and non-contributory basis. The insurance afforded the additional insureds shall be at https://chqgov.com/finance/insurance-requirements https://chqgov.com/finance/insurance-requirements least as broad as that afforded to the first named insured. County as additional insured will be entitled to the limits stated in the contract or the full limits of the policy, whichever is greater. Contractor shall file a certificate of insurance with the County prior to performing pursuant to this Agreement or receiving any payment.

Contractor shall provide new insurance certificates when the existing certificates expire, without demand.

Contractor shall immediately forward to County (fax (716) 753-4888) any notice of actual or pending termination, suspension, or non-renewal of insurance. In the event Contractor's insurance expires or is terminated or suspended, County shall have all rights available for breach of contract, and may declare this Agreement to be automatically and immediately terminated effective as of the moment of expiration, termination, or suspension. In addition, County reserves the right to withhold payment to Contractor until such new certificates have been provided and approved. County shall have unlimited access to Contractor's insurance company and policies.

Licenses and Permits. Contractor shall secure and maintain throughout the term of this Agreement all necessary licenses, permits, and other certifications and qualifications required for its performance of this Agreement. Contractor shall immediately notify the County of any notice of, or actual, revocation or restriction of a license, permit, or other certification necessary for its performance of this Agreement. In the event of a revocation which prohibits Contractor from being able to perform this Agreement, this Agreement shall automatically terminate effective as of the moment of such revocation.

Medicaid/Medicare Programs If this contract involves the provision of goods or services funded by the United States Medicaid or Medicare program, all contract services shall be fully compliant with program requirements. County shall have the right to immediately terminate this Agreement upon Contractor’s failure to comply in any manner with a program requirement.

Non-Discrimination. In the performance of this Agreement, Contractor will not discriminate or permit discrimination against any individual or group on the grounds of age, color, creed, disability, domestic violence victim status, handicap, marital status, military status, national origin, political affiliation, predisposing genetic characteristics, race, religion, sex (including gender identity or expression), sexual orientation, or veteran status.

Contractor shall comply with County's Title VI (non-discrimination) policy, which can be obtained by contacting the County Compliance Officer at (716) 753- 4714, and with the County's DBE policy.

Notice of Investigation. Contractor shall notify County in writing within five (5) calendar days of obtaining knowledge of the commencement of any investigation or audit or adverse action against Contractor by any governmental agency, to the extent such audit, investigation, or action relates in any way to contract goods or services.

Payment. Contractor shall invoice County within ninety (90) days of the date of service. Payment will be made upon timely receipt of a properly executed invoice in form and content approved by the Department Head, or a duly authorized subordinate of the department requesting services, accompanied by such documentation as is reasonably requested.

By submitting a claim to County for payment, Contractor certifies that: claims are just, true and correct; goods are of the quantity and quality stated and/or that the services were actually performed; that prices are reasonable and in accordance with the Agreement; that no portion of the claim has been paid; that there exist no offsets or counterclaims on this or any other Agreement with the County; and that no tax is included. Contractor acknowledges that County issues vendor payments electronically, and shall complete payment forms as required by the County for that purpose. Electronic Payment Methods forms can be found at:

http://www.co.chautauqua.ny.us/218/Form s-Applications.

Performance Time. Notwithstanding the stated Agreement date or term, County shall not be obligated to pay for goods or services which are furnished: prior to the date this Agreement is executed by both parties; or during any time when the required insurance is not in place.

Records. Contractor shall keep and maintain records and other documents as required by the Agreement. Contractor shall submit to County upon request such schedule of quantities and costs, progress schedules, payrolls, reports, estimates, records, and other data that County may request concerning work performed or to be performed under this Agreement. All books and records of Contractor shall be available upon request for inspection and/or audit and/or copying by the County during the time hereof and for a period of six (6) years hereafter. Contractor shall also comply with audit requirements of third parties, as identified in Contract Documents.

Set-Off Rights. County shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the option to withhold for the purposes of set-off any money due to Contractor under this or any other Agreement, up to any amounts due and owing to County with regard to any contract with any Chautauqua County department, office or agency.

Severability. Should any part, term, or provision of this Agreement be determined, by a court of competent jurisdiction, to be invalid, unenforceable, illegal, or in conflict with any law, the validity, legality, and enforceability of the remaining portions shall not be impaired or affected.

Statutory Compliance. Contractor shall perform in accordance with all applicable federal, state, and local laws, rules and regulations, including without limitation any applicable provisions of the Labor Law of the State of New York. All statutory and regulatory provisions applicable to this Agreement are hereby incorporated by reference. Contractor shall provide, at its own expense, all permits, licenses, and certifications required for the performance of its services and provision of goods pursuant to this Agreement and shall be solely responsible for paying any and all fines or penalties incurred as a result of any improper activities. Contractor's performance shall meet or exceed industry standards.

Subcontracts. Contractor shall: (a) require any subcontractor, agent, volunteer, or other third party (Third Party) performing Agreement services to comply with all applicable Federal, State and Local laws, rules and regulations; (b) adopt and perform such review and inspection procedures as are necessary to ensure compliance by Third Party with this Agreement; (c) require any third party to indemnify County against any and all claims arising out of such Third Party’s performance of, or failure to perform, the Agreement, with Contractor assuming such indemnification itself to the extent a Third Party fails to do so; and (d) remain fully obligated under this Agreement notwithstanding its delegation of a Third

Party to undertake all or any portion of the performance of this Agreement.

Contractor shall inform Third Parties, and require Third Parties to abide by, all relevant provisions of this Agreement.

Survival. The terms and conditions of this Agreement shall survive the expiration of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate.

Termination Obligations. Upon receipt of notice of termination of this Agreement, Contractor shall cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, unless otherwise directed by County, and shall not incur any new obligations after receipt of the termination notice without written approval of County.

USA Technology Requirement. All information stored by Contractor on their database(s), server(s), or otherwise stored or backed up on servers operated or sub-contracted by Contractor for purposes of this Agreement, shall be located and maintained solely within the jurisdiction of the United States of America. Contractor shall institute and at least annually review the sufficiency of its Technology Policy and compliance with all Federal and New York State privacy and security requirements. Contractor shall ensure that all electronic communications from Contractor to County shall be from US-based servers.

Wages and Hours. When applicable, Contractor shall comply with §§220-e and 239 of New York State Labor Law. 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, neither 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 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.

Furthermore, 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.

Additionally, if this is a public work contract covered by Article 8 of the Labor Law, Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by County of any County-approved sums due and owing for work performed upon the project.

Waivers. Any waiver of a breach of this Agreement shall not be deemed to be a waiver of any preceding or future breach of the same or any other covenant, term, or condition.

Workers Compensation Coverage. If this Agreement is of such a character that the employees engaged thereon are required to be insured under the workers’ compensation law, then, in accordance…