QUOTE REQUEST 24-60CP AUTOBODY ALUMINUM STEEL DENT REPAIR STATION.pdf

Board of Cooperative Educational Services Second Supervisory District of Suffolk County

507 Deer Park Road Huntington Station, New York 11746

SPECIFICATIONS & QUOTE FORM

FOR

Auto Body Aluminum Steel Dent Repair Station Quote# 24-60CP

NAME OF PROPOSER: ___________________________________

BUSINESS ADDRESS: ___________________________________

CITY: ____________________STATE: ______________ZIP: _____

TELEPHONE: ___________________FAX #:______________________

E-MAIL ADDRESS: __________________________________________

Person who prepared Quote: _____________________________

TITLE: ____________________________

Uploaded to Bidnet Bid Service on April 28, 2025

Request for Proposal is due May 7, 2025.

Submit Quote with all pages intact.

To: Bidders From: Lorraine Hein, NIGP-CPP, CPPB, Director of Business

Re: BOCES QUOTE #24-60 Auto Body Aluminum Steel Dent Repair Station We would be pleased to receive your Quote in accordance with the instructions set forth. In order to receive consideration, Quotes must be submitted to the Purchasing Office at the above address by May 07, 2025.

Attachments

Document

Must Be Returned/Signed and/or Initialed with Bid

Response to be Considered for Award

Pages

► Cover Page Yes 1 ► Cover page with all categories No 1 ► Specifications Yes 26

Bid Form/Vendor Information and Acknowledgement & Cost Proposal Page Yes 2

► Bid Reference Form Yes 3 ► Affidavit of Compliance Yes 1 ► Certification Regarding Lobbying Yes 1 ► W-9 Form Yes 1 ► ACH Form If applicable 1 ► Statement of “No Bid” Form If applicable 1

Important Notice –: Western Suffolk BOCES officially distributes Quotes documents from the Purchasing Office or through the Quote Notification System. Copies of Quote documents obtained from any other source are not considered official copies. Only those vendors who obtain Quote documents from either the BOCES Purchasing Office or the Empire State Bid Notification System at:

https://www.bidnetdirect.com/new-york are guaranteed to receive addendum information, if such information is issued.

If you have obtained this document from a source other than the Western Suffolk BOCES Purchasing Office or the Empire State Bid Notification System, BOCES will not guarantee the integrity of the document. It is recommended that you obtain an official copy from the BOCES Purchasing Office or through the above referenced Bid Notification System.

Note: The proposal of each bidder shall contain the certification to non-collusive bidding as set forth in section 103-d of the General Municipal Law included in the specifications. The vendor must be in strict compliance with this requirement. Filing of Affidavit of Disclosure is mandatory when submitting your bid for this project.

The undersigned reserves the right to reject any and all proposals and to accept any proposal or proposals as submitted, or as modified, which in the opinion of the undersigned will be in the best interests of the Western Suffolk BOCES.

____Understood and Agreed Proposer’s Initials

Specifications - Page 1 of 25

Specifications

QUOTE #24-60CP

Auto Body Aluminum Steel Dent Repair Station To be received by May 7, 2025

The Board of Cooperative Educational Services, Second Supervisory District of Suffolk County, hereinafter referred to as BOCES, invites quotations from qualified vendors for Auto Body Aluminum Steel Dent Repair Station vendor(s) best meeting the needs of BOCES as determined by BOCES in its sole discretion. in accordance with §104b of General Municipal Law, goods and services such as contracts for professional services, requiring special skill or training, are not required by law to be procured through competitive Quote, but must be procured in a manner so as to assure the prudent and economical use of public monies.

Purpose

The purpose of this quote is to contract with a qualified vendor to provide Auto Body Aluminum Steel Dent Repair Station for Western Suffolk BOCES.

Definitions

The following definitions are used throughout this document:

Quotation: Refers to each and every requirement stated in this document and all attachments hereto and any additional instructions that are developed and incorporated subsequent to the distribution of this document;

BOCES: The requestor, Western Suffolk BOCES, whose principal place of business is located at 507 Deer Park Avenue, Huntington Station, NY 11746;

Agreement and Contract: The final executed business arrangement between BOCES and the applicable vendor, together with the terms and conditions of that relationship (purchase order, formal contract, etc.);

Vendor, Proposer, You, Your Firm, Contractor, Consultant: Refer to the entities that will be submitting a response(s) to this quotation;

Proposal and response: Refer to the complete product, service and price proposal submitted by the vendor as a result of the quotation; and

NYSED: New York State Education Department.

Quote Submission

Quotes are to be received in our office on or before May 2, 2025 Quote responses may be mailed, emailed to Purchasing@wsboces.org or faxed to 631-623-4923.

Specifications - Page 2 of 25

Requests for Clarification/Additional Information

All requests for clarification or additional information related to this Quote must be submitted in writing by mail, fax, or e-mail on or before May 6, 2025 to:

Ms. Lorraine Hein Director of Business Board of Cooperative Educational Services

Second Supervisory District of Suffolk County 507 Deer Park Road Huntington Station, NY 11746 E-Mail: purchasing@WSBOCES.org Voice: (631) 549-4900 Fax: (631) 623-4923

In the event BOCES provides clarification or supplemental information to this quotation, all recipients of this quotation will receive the information via an addendum to this quotation.

Term of Contract

The term of this contract shall be from date of award through June 30 2025.

If in the future, the vendor is able to offer a lower, special pricing structure for the service under this contract, the vendor must review this agreement and provide the new price quote at such future date.

If the BOCES does not consider the new price fair and reasonable and in the BOCES and/or participating component school district's best interest, the award may be canceled after fifteen (15) days written notice. The vendor must complete all outstanding orders placed prior to cancellation.

All quantities are estimates. This in no way constitutes exact quantities of items to be purchased.

Award

To be considered for an award, vendor(s) must complete all items on the Quote Form and return the attached W-9 form with the Quote submission. BOCES will issue a purchase order for items/services awarded and vendor must accept same.

BOCES will use the New York State contract, Suffolk County contract, other County contract, BOCES cooperative Quote pricing, or other municipality Quote pricing if this option is in the best interest of the BOCES.

BOCES will award this quote by item or item classification, or in total; whichever is in the best interest of the BOCES.

Specifications - Page 3 of 25

The contract, if awarded, will be to the lowest responsive, responsible Vendor(s), in part or in whole, who

(i) meet(s) the terms and conditions stated in the Quote documents,

(ii) completes all the required forms, including the attached W-9 form and

(iii) offers the lowest price or highest discount as indicated on the Cost Proposal Form.

BOCES guarantees no minimum or maximum purchases or contracts as a result of award of this Quote. BOCES allows all municipal and not-for-profit organizations authorized under the General Municipal Law of the State of New York, to purchase any goods and/or services awarded as a result of this Quote in accordance with the latest amendments to NYS GML 100 through 104. However, it is understood that the extension of such contracts are at the discretion of the vendor and the vendor is only bound to any contract between the BOCES and the vendor. Additionally, the BOCES reserves the right to purchase any goods or services included as a part of this Quote from any means legally available to it at any time.

Must be a certified reseller of the equipment listed.

Pricing

If during the contract period the vendor is able to offer a lower, special pricing structure for the service under this contract, the vendor must review this agreement and provide the new price quote at such future date.

When prices to the trade are decreased, the prices of the applicable items on this contract shall be decreased accordingly. It shall be incumbent upon the vendor to notify the BOCES of such decreases immediately after they become effective.

All prices must be on the Cost Proposal Form provided. Shipping and handling are to be included in price.

Assignment

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

The awarded vendor may not engage subcontractors, hire others to perform all or part of this Contract, nor otherwise delegate his obligations to perform under this contract

Specifications - Page 4 of 25 without the prior written approval of the BOCES.

In accordance with NYS General Municipal Law §109, at no time during the duration of any Contract resulting from this Quote, shall the awarded vendor be allowed to assign any portion of this Contract to a third party without the prior written approval of the

BOCES.

Cancellation

BOCES reserves the right to terminate the Contract in whole or in part, for any reason, upon 15 days written notice to the awarded vendor. If the Contract is so terminated, BOCES shall be liable only for payment in accordance with the payment provisions of the Contract for materials, supplies, equipment or services (if applicable) purchased or rendered prior to the effective date of termination.

No early cancellation or other penalties may be charged to BOCES because of its decision to exercise this right. The vendor shall indemnify the BOCES for any and all costs incurred in securing a new contract.

In the event, the vendor fails to deliver or provide the material, supplies, equipment and associated services (if applicable) as ordered or within the time specified, or within reasonable time as interpreted by BOCES, or fails to make replacement of rejected items when so requested immediately or as directed by BOCES, BOCES may purchase from other sources to take the place of the item rejected or not delivered or Services not provided, or fails to abide by any of the provisions of this Contract, including but not limited to, untimely performance, inadequate adherence to the schedule, or other unsatisfactory performance, such failure shall constitute a breach of Contract and may result in cancellation of the Contract by BOCES. In the event of breach, BOCES shall provide written notice to the Vendor of such breach. If the Vendor does not cure such breach within a ten (10) day period of such notice, BOCES reserves the right to cancel said Contract immediately. In the event of such cancellation, (i) the required materials, supplies, equipment and Services (if applicable) may be procured from other sources so that the continuity of the operations may be protected, and (ii) the cancelled Vendor agrees to reimburse the BOCES promptly for any excess costs occasioned by such expenditures.

However, should the Vendor cure such breach and perform its obligations during such ten (10) day notice period, the Contract shall continue in full force and effect.

In the event BOCES agrees, upon Vendor’s request, to terminate/rescind a line Item(s) or a particular Service(s) under the Contract, due to Vendor’s inability to provide such Item(s)/Service(s),

(i) the required materials, supplies, equipment and Services (if applicable) may be procured from other sources so that the continuity of the operations may be protected,

(ii) the Vendor agrees to reimburse BOCES promptly for excess costs occasioned by such procurement, Specifications - Page 5 of 25

(iii) the Vendor agrees to reimburse BOCES promptly for any additional monetary expenditures occasioned by such procurement and

(iv) Vendor must continue to fulfill all purchase orders in accordance with the Quote Documents for those Items/Services not terminated

Cancellation of award or termination of contract by BOCES for any reason may affect the Vendor’s participation in future Quotes.

Vendor/Vendor Responsibility

The following shall be the responsibility of the vendor, at no additional cost to Western Suffolk BOCES:

The vendor must have all the necessary equipment to perform the services specified in this Quote.

Vendor shall submit with all deliveries of products, MSDS sheets on all applicable items listed on the purchase order. This sheet must also list the name of the vendor and Western Suffolk BOCES purchase order number. Failure to follow the above procedure may cause delay of payment.

The vendor shall be responsible for all surcharges, taxes, and other fees and assessments as part of its responsibility and shall not charge Western Suffolk BOCES for such charges, if applicable.

The vendor shall be solely responsible for complying with all applicable laws, regulations, etc., and paying the appropriate prevailing wage rates, if applicable, for the work herein. The cost of such compliance shall be borne entirely by vendor, who shall hold the BOCES harmless from any claims, demands or penalties arising from vendor’s failure to comply with the above. BOCES will be held harmless from these and any decisions that pertain to the vendor’s work. Refer to the web link below for current prevailing wages in Suffolk County:

http://www.labor.state.ny.us/workerprotection/publicwork/PWContents.shtm

NOTE: Vendors currently on the NYS Labor Department debarred list will not be considered for award of this contract. By submitting a Quote for consideration, the vendor is indicating to the BOCES that they are currently in good standing with the NYS Department of Labor at the time of the Quote.

Conformity All Vendors must conform to the final approved specifications. Vendor changes to Quote specs and/or Quote form may render a Quote non-responsive and the Vendor may be disqualified.

Prevailing Wages

All vendors submitting Quotes are required to conform to all current NYS prevailing wage laws. BOCES has applied for and has received a PRC number for this project, which has been included with the specifications. The successful vendor(s) is/are responsible for complying with all current labor rates and regulations throughout the

Specifications - Page 6 of 25 duration of any contract resulting from any Quote award. Current rates are available by calling the NYS Department of Labor at (516) 228-3915. As per article (s) 8 and 9, of the New York State Labor Laws, wages paid for the performance of this contract shall not be less than those listed as minimum by the New York State Commissioner of Labor.

It shall be the responsibility of the contractor to:

Obtain and comply with the most current prevailing wage schedule from the New York State Department of Labor. The contractor shall further be responsible for making any necessary adjustments to the wages paid for performance of this contact as required by the New York State Labor Laws.

The Successful Vendor(s) is/are responsible for complying with all current labor rates and regulations throughout the duration of any contract resulting from any Quote award. Current rates are available by calling the NYS Department of Labor at (516) 228-3915. Rates are also available via the internet and can be accessed on the New York State Department of Labor website:

http://wpp.labor.state.ny.us/wpp/showFindProject.do?method=showIt

PRC number: ____ to access schedule.

Provide written notice to all laborers, workers or mechanics of the prevailing wage rate for their particular job classification on each pay stub.

Post a notice on the jobsite at the beginning of the performance of work informing workers of right to contact the Department of Labor regarding wage rates.

The successful vendor, pursuant to Section 220 of the Labor Law of New York State as amended shall comply with determinations of the State Industrial Commission as to schedules of wages and supplements to be paid to all laborers, workmen and mechanics employed in connection with the work. The hourly wage rates shall not be less than the prevailing union scale at the time such labor is performed. EVERY CONTRACTOR AND SUB-CONTRACTOR shall submit to Western Suffolk BOCES within thirty days after issuance of its first payroll, and every thirty days thereafter, a transcript of the original payroll record, as provided by this article, subscribed and affirmed as true under penalties of perjury.

Further, it shall be the responsibility of the contractor to comply with all New York State Labor laws, including but not limited to, Article 8, Section 220, New York State Labor Law, as amended.

Specifications - Page 7 of 25

BOCES will only pay and the vendor agrees to only charge prevailing wage rates to those employees of any organization that are required by New York State law to receive said rates in the course of doing work for the BOCES;

The vendor agrees to verify all rates with the New York State Department of Labor prior to submitting a Quote and prior to doing any work for the BOCES as well as to establish which of those workers involved in any part of a contract for the BOCES are required by law to receive said rates;

Corporations and Partnerships submitting proposals are hereby informed that ALL personnel working on this project must be paid the prevailing rate or above in accordance with the current New York State Labor Laws in effect during the course of the project. This includes all owners, partners and other management and other employees as required; and

NOTE: Vendors currently on the NYS Labor Department debarred list will not be considered for award of this contract. By submitting a Quote for consideration, the vendor is indicating to the BOCES that they are currently in good standing with the NYS Department of Labor at the time of the Quote.

The vendor is obligated to abide by all applicable BOCES Board policies and regulations.

Refer to the web link below for the BOCES Board policies and regulations:

http://www.wsboces.org/wp-content/uploads/Western-Suffolk-BOCES-Policies.pdf

Scope of Services

The vendor(s) will provide Autobody Aluminum /Steel Dent Repair Station for Western Suffolk

BOCES.

The vendor shall be responsible for:

All items shall be as specified or equal to/better items defined on Quote form.

Any alternate/substitution shall be identified by vendor on Quote form, else vendor’s Quote submission will be considered as specified. See General Information for further instructions regarding alternates/substitutions. Quantities are estimated and may be increased or decreased at any time.

Delivery locations will vary within Western Suffolk BOCES.

The burden of proof of equivalence rests with the vendor. Adequate supporting information must accompany proposed equivalents. The BOCES reserves the right to accept or reject proposed equivalents.

Until such time as an interpretation is issued, it shall be assumed that the vendor has based his Quote on providing the work in the better quality, greater quantity, or most elite manner, for work complete in every detail, even though every item necessarily involved is not particularly mentioned.

Specifications - Page 8 of 25

Vendor Requirements

Deliveries are expected within fifteen (15) days of purchase order date.

All items are to be off truck, inside delivered.

General Information

Each Quote must be separate and apply only to this designated Quote package;

Each Quote must be submitted under separate cover and will be considered on its own merits. Any Quote offered in combination with another designated Quote package will not be accepted, e.g. a vendor may not submit within one Quote package two prices for the same item and designate such price as price #1 and price #2; vendor must submit two separate Quote packages for Western Suffolk BOCES to consider each price;

Any Quote offered in combination with another designated Quote package will not be accepted;

Any deviation from any aspect of the General Conditions (i.e., denoted freight free standard) will warrant the BOCES rejection of the Quote;

A Contract, if awarded, will be on the basis of material, supplies, equipment and associated Service (if applicable) as described in the Specifications. Accordingly, in all specifications, where a manufacturer's name, catalog number, any patented article or a named system is referenced, it is to designate a standard of quality, and the words "or equal" are understood to mean equivalent or better quality. Alternate items/systems must be fully identified as such with descriptive literature to be submitted with the Quote submission. The provision of the vendor’s item number is not sufficient as an item description; otherwise, Quote will be construed as submitted on the item specified. If Quoting on items/systems/services other than those specified, it is the responsibility of the vendor to provide the trade designation, model number, manufacturer's name, and a detailed specification of item/systems/services he proposes to furnish, which can be in the form of a catalog with the page number of the alternate item Quote or samples supplied. It is understood and warranted by the Vendor (unless he/she states otherwise) that all alternate Quotes are minimally “equal to” item specified. The Western Suffolk BOCES decision whether an alternate or substitution is in fact "equal" shall be final;

SUBMISSION OF COST PROPOSAL FORM:

BOCES will provide a Cost Proposal Form (“Spreadsheet’), and each

Vendor shall complete the Spreadsheet in accordance with the instructions identified below. Additionally, each Vendor shall supply one

(1) CD or flash drive of the Spreadsheet in its original Quote format as well as a paper printout of the Spreadsheet with all of the Items, Item numbers, and description of Items BOCES requires. In the case where a price discrepancy exists between the CD/flash drive and the paper printout, the paper printout prices shall prevail.

Only enter prices/Quote amount and/or percent discount, as requested on the Cost Proposal Form. Do not enter extended prices.

Vendors must not modify or enter information in BOCES descriptions. Any alternates must be entered in the substitute area. In this substitute area, Specifications - Page 9 of 25 vendors must enter a full item description of the substitute being submitted. This description is very important as the information provided in this area will be identified on the purchase orders if this item has been accepted and awarded. No other information or details will pull forward.

PLEASE SEE DETAILED INSTRUCTIONS “HOW TO SUBMIT COST

PROPOSAL SPREADSHEET” AFTER THESE SPECIFICATIONS

Modifications to BOCES descriptions may result in modified line item(s) not being awarded and/or the Vendor being deemed nonresponsive.

Note: Vendors are to pay particular attention to the way each Item is requested to be priced. Example: Price $_______/ each, bag, roll, set, etc.

Varying from the requested price break down may cause that vendor’s Quote submission for that Item to be deemed nonresponsive.

Each Vendor shall place the organization’s name on each page of the Spreadsheet.

All deliveries must be inside deliveries.

As it pertains to items, BOCES may consider the purchase of alternate items if they are clearly identified as such and samples are supplied. All specifications and descriptions are designed to establish minimum levels of quality. In all cases where an alternate Item(s) is being Quote, and the Item number is not from a catalog, a sample of the alternate Item(s) must be submitted. Samples for alternate Item(s) must be submitted either within the week prior to the Quote opening or with the Quote at the Quote opening. When the alternate Item(s) being Quote is from a catalog, the Vendor must provide a copy of the catalog being referenced. When Item number is referenced from a provided catalog, a sample will not be necessary.

Vendors who fail to supply sample of alternates, pursuant to the above, may have that line Item declared non-responsive.

When Quoting an alternate/substitute Item, the Item must be substantially equivalent in quality, must have the same warranty and must match the same strength, silhouette and shape design, etc., where applicable.

In the event the Vendor wants to send a sample; sample Items(s) should be sent to the same address as the Quote, prior to the Quote opening. Upon receipt of sample material, the equivalency of any “alternate” item(s) will be reviewed and those items found not to be equivalent will be rejected at the sole discretion of the

BOCES;

As it pertains to items/systems, BOCES decision whether an alternate or substitution is in fact "equal" shall be final. If no alternate Items/Systems/Services are identified, the Quote will be accepted according to Specifications;

Any Vendor who substitutes awarded Items/systems after having stated that such Items/ systems will be provided "as specified" may (1) have their Contract terminated, and (2) be liable for any expenses incurred as a result of said Contract termination;

If the vendor is Quoting on the requested Item # then the vendor need not enter anything in the “Substitution” area, enter only the price in the specified column;

Each vendor must list their Item # in the Substitution area (if Quoting an alternate) and the price for that Item # in the price column, else prices submitted will be viewed as specified, and BOCES will strictly enforce their rights;

Specifications - Page 10 of 25

Vendor item numbers do not designate an alternate. All alternates must be identified in the Substitution area (i.e., different in packaging, quantity size, color manufacturer, etc.);

Note: Vendors are to pay particular attention to the way each item is requested to be priced.

Example: Price $_______/ each, or / lot, / ounce.

Varying from the requested price break down may cause that item to be deemed non-responsive;

If a substitution is not accepted by the BOCES, the line Item and/or Quote, whichever is applicable, will be deemed non-responsive and the next lowest responsive Quote for said Items/systems shall then be reviewed for recommendation of award.;

BOCES reserves the right to purchase items on State or County contract if such items can be obtained on the same terms, conditions, specifications, and at a lower price.

The forms listed below must be completed and included with each Quote response and all Vendors must initial each page of these specification documents and the General Terms and Conditions portion of the Quote Documents and sign under the section entitled Section “Entire Agreement and Acknowledgement”.

1. Vendor Information and Acknowledgement Form (Quote Form)

2. Vendor Reference Form

3. Affidavit of Compliance Form

4. Iran Divestment Act Compliance Rider

5. Certification of Sexual Harassment Prevention

6. Certification Regarding Lobbying 7.. W-9 Form

8. Cost Proposal Form

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

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

______Minority Owned Business _____Woman Owned Business _____Dual Owned Business ______Company is currently registered with NYS as a MWBE–Certification#__________

Company is willing to register with NYS as a MWBE (to obtain this information please go to www.nylovesmwbe.ny.gov)

The information obtained in the above has no influence on the award of this Quote.

The Successful Vendor Guarantees:

A. Materials, supplies and equipment against defective material or workmanship and to repair or replace any damages or marring occasioned in transit B. To furnish liability insurance in accordance with the Quote Documents for protection

Specifications - Page 11 of 25 in the event of damage(s) of any kind for which Successful Vendor or Successful Vendor’s organization is responsible

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

D. Materials, supplies, equipment and Services provided pursuant to the Quote against defective workmanship for a period of one (1) year and for a period of two (2) years against defective material or in accordance with manufacturer warranty, if longer than two (2) years. The aforementioned periods begin upon delivery or commencement of work

E. All deliveries will be equal to the accepted Quote sample if applicable F. All Materials, supplies and equipment(s) are standard, new, latest model of regular stock product or as required by the Quote Proposal Documents with parts regularly used for the type of materials, supplies and equipment offered, and no attachment or part has been substituted or applied contrary to manufacturer's recommendations and standard practice. If during the guarantee period specified in section D above, defective workmanship or materials are discovered, the Successful Vendor agrees to replace the materials, supplies and equipment or the part affected without cost to BOCES. All such replacements shall continue under the guarantee of the original materials, supplies and equipment. The Successful Vendor shall make any such replacement immediately upon receiving notice from BOCES.

No Items are to be shipped or delivered until receipt of an authorized purchase order from BOCES.

Successful Vendor may not submit an invoice prior to the fulfillment of the purchase order. Successful Vendor must submit invoice within 90 days of fulfillment of the purchase order. In the event the Successful Vendor does not submit an invoice within such 90 days, the Successful Vendor may not be considered for future awards and/or BOCES may find the Successful Vendor in breach of Contract.

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

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

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

Reservations of Rights BOCES reserves the right to reject all Quotes. Also reserved is the right to reject, for

Specifications - Page 12 of 25 cause, any Quote in whole or in part; and to waive non-material defects, irregularities, and omissions, if, in its judgment, the best interests of the BOCES will be served.

BOCES reserves the right to reject incomplete submissions. BOCES also reserves the right to reject any or all responses to this Quote, request additional data or material at any time, or to cancel this Quote in whole or in part.

BOCES reserves the right to reject Quote proposals which are incomplete, conditional or obscure.

BOCES reserves the right to reject any Quote where investigation and evaluation of the vendor's qualifications indicate that the vendor may not promptly and efficiently complete the work as per the specifications and fulfill the Quote contract.

BOCES reserves the right to reject Quotes that impose conditions that would modify the terms and conditions of the specifications, or limit the vendor’s liability to the BOCES on the contract awarded on the basis of such Quote.

BOCES reserves the right to waive any informality in the Quote, or to reject any or all Quotes and to re-Quote.

BOCES reserves the right to award Quotes by item or item classification, or in total;

whichever is in the best interest of the BOCES. The BOCES reserves the right to award the contract to the lowest responsible Vendor on an annual basis. The BOCES reserves the right to reject all or to accept part of any Quote, or not make any award at all.

Each Quote will be received with the understanding that the acceptance thereof, in writing, by BOCES to furnish any or all of the Items described therein shall constitute a Contract between the Successful Vendor and BOCES (“Contract”). The Contract shall bind the Successful Vendor to furnish and deliver at the prices and in accordance with the conditions of this Quote. BOCES reserves the right to increase or decrease the quantities of materials, supplies or equipment ordered.

If the successful vendor fails to deliver or provide the services within the time specified, or fails to a Quote by any of the provisions of this Contract, including but not limited to, untimely performance, inadequate adherence to the schedule, or other unsatisfactory performance, such failure shall constitute a breach of Contract. Upon such breach, BOCES shall provide written notice of intention to terminate to the Successful Vendor setting forth the reasons for such termination and if the Successful Vendor does not cure such breach within a ten (10) day period of such notice, BOCES reserves the right to terminate said Contract for default, immediately and in order to protect the continuity of the operations, the required services may be procured from the apparent responsible second low Vendor or other sources. In the event default action is carried out, the delinquent Successful Vendor agrees to reimburse BOCES promptly for excess costs occasioned by such expenditures from revenue owed to the delinquent Successful Vendor or from the Performance Bond (if applicable). However, should the delinquent

Specifications - Page 13 of 25

Successful Vendor cure such breach and perform its obligations during such ten (10) day notice period, the Contract shall continue in full force and effect.

BOCES reserves the right to reject any Quote if the vendor fails to satisfy BOCES that they are properly qualified to carry out the obligations of the contract.

At the sole discretion of BOCES, a Quote may be rejected and the Contract not awarded, to a Vendor whose performance on a previous Contract with BOCES has been determined to be unsatisfactory.

BOCES reserves the right to inspect the vendor’s physical facilities prior to award.

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

Reference Form All Vendors must complete and return with its Quote submission the attached Reference Form to be eligible to receive an award. All references provided must be for school districts or similar type agencies where the vendor has completed a project successfully for a project of similar size and scope. Quotes that do not meet these criteria will not be considered for contract award.

Disclosure Form All Vendors, as well as any other persons who will provide services/products pursuant to this contract, must complete and submit to BOCES the Disclosure Form annexed to and incorporated into this contract.

Non-Appropriation In accordance with the New York State Education Law (§1725, §1725-a, and §1950), and §109-b of the General Municipal Law, all contracts executed as a result of this Quote will include standard language regarding "non-appropriation and cancellation for convenience." In the event that the BOCES must terminate a contract for non-appropriation of funds, BOCES agrees to pay all outstanding balances, plus earned interest to the date of cancellation. Unearned interest shall not be charged and no other charges including, but not limited to, penalty charges, service charges, or early payment charges may be assessed.

Notwithstanding anything contained in this specification to the contrary, Western Suffolk BOCES shall not be deemed in default in the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for payments due under this contract. This contract shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Western Suffolk BOCES of any kind whatsoever, except as to the portions of payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In no case shall Western Suffolk BOCES be precluded from performing any statutorily or constitutionally required duties or functions or be required to pay liquidated damages.

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This contract shall be deemed executory only to the extent of monies appropriated and available for the purposes of this contract, and no liability on account thereof shall be incurred by BOCES beyond the amount of such monies. This contract is not a general obligation of BOCES. The full faith and credit of BOCES is not pledged to the payment of any amount due pursuant to this contract. It is understood that neither this contract nor any representation by any public employee or officer creates any legal obligation to appropriate or make monies available for the purposes of this contract.

Conflicting Terms If any terms contained within the General Conditions conflict with these specifications, these specifications shall govern. If any terms contained within these specifications and specific instructions, the specific instructions shall govern.

Installment Purchase Contracts In accordance with Subdivision 6 of §109-b of General Municipal law, installment purchase contracts, this contract shall be deemed executory only to the extent of the monies appropriated and available for the purpose of the contract, and no liability on account thereof shall be incurred by the purchaser beyond the amount of such monies.

It is understood that neither this contract nor any representation by any public employee or officer creates any legal or moral obligation to request, appropriate or make available monies for the purpose of the contract.

Indemnification and Hold Harmless The vendor, individual or firm agrees to defend, indemnify and hold harmless BOCES, its employees, officers, directors, employees, agents, successors and permitted assigns (each, a “BOCES Indemnitee”), from and against any and all claims, costs (including attorneys’ fees), losses, liabilities, damages, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, claims or action or damages, costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or resulting from any third-party claim against any BOCES Indemnitee arising out of or resulting from Vendor’s failure to comply with any of its obligations under this Specification and/or the entire contract with BOCES, claims caused in whole or in part by the negligent and/or criminal acts or omissions of the individual or firm and all employees, officers, agents or directors of the individual or firm to the extent permissible by law, arising out of operations performed or services provided by the individual or firm under this contract.

To the Maximum extent permitted by applicable law, in no event shall BOCES be liable to Vendor for any indirect, special, incidental or consequential damages including, but not limited to, damages for lost profits or loss of business arising out of or related to this agreement or the performance or breach thereof, even if BOCES has been advised of the possibility thereof.

Venue The Quote/Contract shall be interpreted in accordance with the substantive laws of the State of New York. Any suits concerning the Quote/Contract will be brought and adjudicated in Supreme Court, Suffolk County.

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Independent Contractor/Vendor Status The Contractor/Vendor is an independent contractor/vendor retained only for the purpose and to the extent set forth in this contract. The Contractor/vendor shall not have employee status with BOCES and shall not be entitled to participate in its retirement program(s), workers’ compensation insurance, unemployment insurance, disability insurance, social security, or other benefits granted to BOCES employees.

Federal and State Requirements BOCES will report payments made to the Contractor/vendor pursuant to this contract in accordance with federal and state income tax requirements. The Contractor/vendor is solely responsible for the payment of federal and state income taxes, or any other taxes, applicable to payments received under this contract.

Freedom of Information The New York State Freedom of Information Act as set forth in Public Officers Law, Article 6, §84-90 mandates public access to government records. However, proposals submitted in response to this Quote/RFP may contain technical, financial background or other data, public disclosure of which could cause substantial injury to the Vendor/Proposer’s competitive position or constitute a trade secret. Vendor/Proposer’s who have a good faith belief that the information submitted in their Quotes/proposals is protected from disclosure under the New York Freedom of Information Act must clearly identify the pages of the proposals containing such information by typing in bold face on the top of each page. “THE VENDOR/PROPOSER BELIEVES THAT THIS

INFORMATION IS PROTECTED FROM DISCLOSURE UNDER THE STATE

FREEDOM OF INFORMATION ACT.” The BOCES and/or its component school districts assume no liability for disclosure of information so identified, provided that the BOCES and/or its component school districts have made a good faith legal determination that the information is not protected under applicable law or where disclosure is required to comply with an order or judgment of a court of competent jurisdiction.

It is the responsibility of the Proposer to clearly mark and identify all portions of the Proposal that, in the Proposer’s opinion, contain trade secrets, confidential information, or other proprietary information. BOCES recommends the use of the legend “RFP – Confidential,” “RFP – Proprietary,” or words to that effect on each and every section of the Proposal for which the Proposer claims confidential, trade secret, or proprietary status. Prefacing the entire Proposal with a single confidential or proprietary statement is discouraged and may not constitute sufficient designation of trade secrets and confidential information.

BOCES shall not in any way be liable or responsible for the disclosure of any such records or Proposals, or portions thereof, if they are not clearly marked as “Trade Secret,” “Confidential” or “Proprietary,” or if disclosure is required by the Freedom of Information Act, or other applicable law or judicial order. If a third party challenges the trade secrets or confidential nature of certain information, it will be the responsibility of the Proposer to defend that challenge.

Certifications, Licenses, Insurances

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All individuals providing services pursuant to this contract must possess, and the Contractor/Vendor hereby certifies that he/she does possess, all required certifications, licenses, and required insurances necessary to perform the services described within this contract. The Contractor/Vendor also certifies that the individual performing the services is duly qualified through experience and education. Copies of his/her background qualifications, certifications and licenses must be annexed to, and are thereby incorporated into, this Quote.

Termination of Contract The BOCES, by 15 days written notice, may terminate this contract, in whole or in part, when it is in the best interest of the BOCES. No early cancellation or other penalties may be charged to the BOCES because of its decision to exercise this right.

If this contract is so terminated, the BOCES shall be liable only for payment in accordance with the payment provisions of this contract for services or supplies rendered prior to the effective date of termination.

In the event the successful vendor(s) fails to deliver as ordered, or within the time specified, or fails to a Quote by any of the provisions of the contract, including but not limited to, untimely performance, inadequate adherence to the schedule, or other unsatisfactory performance, such failure shall constitute a breach of contract. Upon such breach, BOCES shall provide written notice of intention to terminate to the successful vendor(s) setting forth the reasons for such termination and if the successful vendor(s) does not cure such breach within a ten (10) day period of such notice the BOCES reserves the right to terminate said contract for default, and in order to protect the continuity of the operations, the required services may be procured from the apparent responsible second low Vendor or other sources.

In the event default action is carried out, the delinquent contractor agrees to reimburse the BOCES promptly for excess costs occasioned by such expenditures from revenue owed to the original contractor or from the Performance Bond. However, if the vendor(s) cure such breach of contract and perform its obligations during such ten (10) day notice period, the contract shall continue in full force and effect.

The contractor pursuant to the provisions of Section 220 of the Labor Law, as amended, shall comply with determinations of the State Industrial Commission as to schedules of wages and supplements to be paid to all laborers, workmen and mechanics employed in connection with the work. The hourly wage rates shall not be less than the prevailing union scale at the time such labor is performed.

No proposal shall be accepted, or contract awarded, to any Contractor/Vendor whose performance on any previous contract with this or any other School District or BOCES has been determined to be unsatisfactory. The BOCES Board reserves the right to be the sole judge in this decision.

The BOCES Board may make any investigation they deem necessary to determine the ability of the vendor(s) to perform the work, and the vendor(s) shall furnish to the BOCES Board all such information and data for this purpose as the Board may request.

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Choice of Law This Quote/Contract shall be interpreted in accordance with the substantive laws of the State of New York, and any suits concerning this Quote/Contract will be brought and adjudicated in Supreme Court, Suffolk County.

Titles The titles of the sections of this contract are solely for the convenience of the parties and are not to be used as an aid in the interpretation of the terms and conditions thereof.

Saving Clause The Successful Vendor shall not be held responsible for any losses resulting if the fulfillment of the terms of the Contract shall be delayed or prevented by wars, acts of public enemies, strikes, fires, floods, act of God or any other acts not within the control of the Successful Vendor, and which, by the exercise of reasonable diligence, the Successful Vendor is unable to prevent.

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

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

Ownership of Data:

Western Suffolk BOCES is the owner of all data that is entered by Western Suffolk BOCES and/or stored in the vendor’s database. All such data shall be available to Western Suffolk BOCES and upon demand/request or at the end of a contract term, the vendor shall provide all such data to Western Suffolk BOCES in a readily accessible electronic format (at a minimum CSV or XML, etc.) at no additional cost.

Specification Regarding The Unauthorized Release Of Personally Identifiable Information:

Compliance with New York State Education Law Section 2-d

BOCES is an educational agency within the meaning of Section 2-d of the New York State Education Law ("Section 2-d”). This specification shall apply to any vendor who is a “third party contractor” as that term is defined in Education Law Section 2-d who receives “personally identifiable information” as that term is defined in Education Law Section 2-d regarding student, teacher or principal data as those terms are defined under Education Law Section 2-d.

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The provisions of these specifications are intended to comply with Section 2-d in all respects.

ARTICLE II: PRIVACY AND SECURITY OF PII

1. Compliance with Law.

In order for Contractor to provide certain services ("Services") to Western Suffolk BOCES (the EA) pursuant to this contract; Contractor may receive PII regulated by several New York and federal laws and regulations, among them, the Family Educational Rights and Privacy Act ("FERPA") at 12 U.S.C. 1232g (34 CFR Part 99); Children's Online Privacy Protection Act ("COPPA") at 15 U.S.C. 6501-6502 (16 CFR Part 312); Protection of Pupil Rights Amendment ("PPRA") at 20 U.S.C. 1232h (34 CFR Part 98); the Individuals with Disabilities Education Act (“IDEA”) at 20 U.S.C. 1400 et seq.