RFP 2025-08 Employee Assistance Program Services.pdf

COUNTY OF CAYUGA

REQUEST FOR PROPOSAL

For

CAYUGA COUNTY

Employee Assistance Program Services

RFP 2025-08

Issue Date:

May 8, 2025

Question Due Date:

May 23, 2025 @ 5:00 PM

Bid Due Date:

May 27, 2025 @ 3:00 PM

Respond to:

Cayuga County

Purchasing Department 2 State Street, 3rd Floor

Auburn, NY 13021 Attention:

Amanda O’Grady Director of Purchasing

AUBURN, NEW YORK

Request for Proposal

Sealed bids, plainly marked, can be mailed or delivered to:

Purchasing Department 2 State St, 3rd Floor Auburn, NY 13021

Attention:

Amanda O’Grady

Director of Purchasing

Due on or before May 27, 2025 @ 3:00 pm, at which time bids will be opened for:

Employee Assistance Program Services

THE BID OPENING IS PUBLIC AND WILL TAKE PLACE AT:

CAYUGA COUNTY CHAMBER OF COMMERCE

2 STATE STREET

1ST FLOOR CONFERENCE ROOM

AUBURN, NY 13021

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

BID DOCUMENT CHECKLIST

Items required (X) Items submitted with bid.

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

REJECTION OF THE BID.

Cover Letter Narrative, Agreeable Timeline, Awareness Material Examples List of experiences within the last 5 years, add any municipalities you are currently working with Acknowledgment of receipt of addenda or revisions (if issued) Fee Proposal References List of Subcontractors and their qualifications Certified financial statement Certification of available equipment Signature Page Certificate of non-collusion (notarized) Statement of Understanding Procurement Lobbyist restrictions Vendor Responsibility Form Iran Divestment Act Compliance (notarized) W-9 Cayuga County New Vendor Request Form

See “Instructions for Format” page for more detailed information regarding proposal submissions

THE UNDERSIGNED BIDDER HEREWITH SUBMITS THE ABOVE REQUIRED

DOCUMENTS.

PRINT NAME OF BIDDER: ______________________________________

SIGNED BY: ______________________________________

PRINT NAME AND TITLE: _______________________________________

DATE: _______________________________________

MUST RETURN WITH BID

INTRODUCTION:

Cayuga County is seeking an Employee Assistance Program (EAP) provider who can provide a comprehensive program aimed at helping employees resolve personal problems that may adversely impact their work performance, conduct, and overall health & well-being. Services will include assessments, short-term counseling, referrals, organizational consultations, presentations, training, and coaching for approximately 800 full-time employees who work for Cayuga County Departments. The awarded vendor must be available 24 hours, 365 days a year.

VENDOR INFORMATION:

Qualified vendors are encouraged to submit a response for providing the goods and / or services described.

If the vendor plans to subcontract any of the work described in the Scope of Work the vendor must complete all response requirements for the subcontractor. If a vendor plans a joint venture with another company and/or utilizes subcontractors, the vendor shall specify accordingly and complete all response requirements for each company involved in the offering response.

TIMELINE:

The contract term would be 1 year with 4, 1-year renewals, if mutually agreed upon. The start date of the contract would be July 1st of 2025. Confirmation that this timeline is agreed upon shall be noted in the submitted proposals.

SCOPE OF WORK:

The purpose of this RFP is to provide Cayuga County with an independent professional consultant to provide an Employee Assistance Program (EAP) to its eligible employees and their dependents. The Contractor will act in accordance with the general directions given by the Human Resources Administrator (or designee) and shall make themselves available to provide expert assistance to Cayuga County, upon request in matters deemed necessary by the employer. It is understood that all matters pertaining to the execution of this contract shall be held in the strictest of confidence and privacy.

Cayuga County recognizes the need to provide resources and services to employees to support personal and professional issues. In some cases, these problems affect the employee’s health, job performance, and work attendance. Cayuga County is seeking an EAP provider who can meet the following criteria:

Confidential Assessment and Counseling Services

24/7 services for staff, including confidential, voluntary, in-person, short-term assessment and counseling sessions free of charge for eligible employees of the County, and their dependents experiencing life problems of any kind. The provider will provide counseling for problems related, but not limited to stress, anger, anxiety, depression, grief, traumatic events, family, work, tobacco, alcohol & chemical dependency, marriage & divorce, parent-child relationships, child/spouse abuse, sexual abuse, aging, eating disorders, financial, budgeting, bankruptcy, debt consolidation, legal aid, gambling, and mental health.

The awarded vendor shall provide, when deemed necessary for conflict resolution, mediation services to resolve disputes between employees. The flat fee shall include up to 5 mediation sessions per year.

A) The Contractor shall provide for employees and their dependents, up to three (3) counseling sessions per family, per incident, per fiscal year.

B) Mandated referrals assigned by Cayuga County Human Resources, requiring counseling sessions (addiction, mental, etc.), will involve five (5) sessions allotted to employees directed by referrals.

Licensed professional EAP counselors shall conduct all assessments and counseling sessions in a safe, private, and confidential environment, whether it be in-person, via video or telephone.

Provide professional crisis response through live, immediate telephone counseling 24 hours per day, 7 days per week, 365 days a year. A Telecommunications Device for the Deaf (TDD) must be made available for individuals who are hearing impaired.

The contractor shall require proof of employment or proof of relationship with an employee after the initial service and prior to additional services, to ensure employees can start services without delay.

Referral

The purpose of the confidential assessment and counseling services will be for assessment of problems, and referral if necessary and appropriate. If it is determined that an employee or family member needs to be referred for further or more specialized services, the Contractor will provide such a referral and follow-

up. In such cases, the referred person(s) will be financially responsible for the services they receive either through health insurance benefits or self-pay.

The Contractor shall, as needed, refer employees to outside professionals including but not limited to psychiatrists/psychologists, psychotherapists, social workers, family counselors, other medical and/or health practitioners associated with the County’s health insurance whenever possible. Referrals to credit and financial counselors will also be made as necessary.

Referrals shall be, whenever possible, conveniently located within ten (50) miles of home or work for services that include but are not limited to area shelters, food pantries, WIC and SNAP offices, resources for child and elder care.

The Contractor shall monitor and review the progress of referrals and the provider’s adherence to quality assurance standards.

The Contractor agrees to provide a dedicated twenty-four (24) hour telephone answering service and guarantees that the employee or family member will be offered an appointment within two (2) working days of the initial call, unless deemed an emergency.

The Contractor agrees that if an employee or family member has an emergency related call that may and or may not be life threatening, the contractor agrees to address the initial call immediately to ensure the safety of the employee or family member in need of urgent services.

Presentations and Workshops

In consultation with the County, informational and educational seminars should be designed and provided by the EAP staff and other professionals from the Contractor, and/or community agencies. The Department of Human Resources and the main contact of the Contractor will determine the content, scheduling, and frequency of these seminars which may occur 2-4 times a year.

The County is interested in Brown Bag Seminars (workshops) on topics that include but are not limited to fitness, nutrition, stress management, wellness, substance abuse, budgeting, tax planning, retirement planning, debt consolidation, financial planning, family law, consumer issues, traffic violations, personal injury, wills, and estates.

The Contractor shall participate in appropriate County Wellness events as requested. There is typically one(1) County Wellness event annually that the Contractor is expected to participate in via an information table. At these events, the Contractor will be required to answer questions pertaining to EAP services as well as provide literature and/or web site for Cayuga County staff in attendance.

In consultation with the County, up to ten (10) on-site workplace assistance sessions per fiscal year shall be provided by EAP staff and other professionals from the Contractor to any employee, group, or department requiring counseling or intervention services due to a traumatic workplace or community event.

The Contractor agrees to act as a resource for Cayuga County Crisis Services.

EAP Orientation & Reporting for all Employees

The Contractor shall provide EAP orientation material for all new hire employees and current staff. These materials should be made available through the Cayuga County and Contractor website library of resources, training videos and internet resources for County users.

The Contractor shall provide quarterly statistical reports to the County’s Human Resources Department detailing utilization of services, and types of services used. Examples of reports should be included with their proposal.

Management Communication and Consultation

The Contractor shall provide consultation to managers and supervisors as needed regarding the management and referral to the program of employees with job performance or behavioral/medical issues.

The Contractor shall help, as needed, with management referrals for employees in workplace conflicts, return-to-work conferences, and other identified needs of the workplace.

The Contractor shall provide comprehensive organizational development training, as requested, for managers and supervisors regarding the use of effective management skills in the workplace. Training may be delivered in a variety of formats, and cover topics such as effective supervisory skills, performance-based, identification of troubled employees, the EAP management referral process, and consultation with

EAP.

The Contractor shall issue a voluntary and anonymous survey to users of EAP services to obtain data which may be used by Cayuga County to create solutions for all employees in the following areas:

Absenteeism Number of days in the last 30 days the employees missed work due to their EAP concern.

Work Engagement Evaluates how distracted the employee is at work due to their EAP concern.

Focuses on how involved or stimulated the employee is by his or her job.

Work Distress Concentrates on the employee’s sense of “dread” about going to work.

Life Satisfaction A general measure of personal well-being or quality of life.

EAP Communication/Awareness Materials

The Contractor shall provide a variety of marketing pieces in both printed materials (e.g. posters, brochures, wallet cards and mailing to staff), website with resources, newsletters and meetings with employee work groups to maximize awareness in the workplace and promote easy access to EAP services and support. Posters for the County are to be displayed at each of the County’s buildings, in designated common areas, publicizing the program’s contact information and the various types of services offered.

The Contractor will provide examples as part of their proposal.

Confidentiality and Indemnity

In no event shall the Contractor disclose nor be obligated to disclose the identity of any employee or family member of an employee using its services, or any recommendations, conclusions or other results obtained through said counseling to any third party or parties without prior written consent of the individual, except as required by law.

The Contractor must warrant that each staff professional shall have professional liability coverage. This liability coverage must name the County as an additional insured and the Contractor must present the certificate of insurance to the County as part of its contract.

The Contractor shall agree to indemnify and save harmless Cayuga County, its servants, agents and employees from any and all suits or action at law or in equity, which may hereafter be brought against them, including claims of employees or agents of Provider, resulting from or arising out of the activities of the Provider or its agents, officers or employees under this agreement.

Transition Planning

The Contractor shall provide a transition plan, with agreeance to the timeline identified above, for services that are in progress at the time of change-over from the existing employee assistance. Following the award of this RFP, the start date is July 1st, 2025, for contracted services, to ensure continuation of services without a gap of existing services for employees and their family members.

OFFERING SPECIFIC REQUIREMENTS:

The Contractor shall provide evidence that they are regularly and continuously engaging in the business of providing satisfactory EAP services for at least five (5) years. Experience must include services for New York State municipalities and must be demonstrated by references provided by the Contractor at the time of the bid.

The Contractor shall provide complete and detailed responses and documentation to all appropriate sections of this BID.

The Contractor shall have an office within Cayuga County or contact with local agencies or organizations within Cayuga County, through which services may be dispensed in person, if virtual services are not preferred by the employee or family member.

The Contractor shall possess all permits, licenses, and/or professional credentials necessary to supply product and perform services as specified under this BID.

The Contract will provide an All-Inclusive Annual Cost for the 2025 and 2026 years, as well as a comprehensive Cost Narrative with a detailed Price List for all services that may exceed what has been mentioned in this BID.

Cayuga County will not be held responsible for hidden fees and charges not included in the cost proposal.

Benefit Earning Employees

Estimated Contract Dates A. Estimated number of Benefit Earning Employees

B. Number of Months

C. Price per Employee (monthly)

D. Estimated Total (D = A*B*C)

Year 1 (July 1, 2025 – June 30, 2026)

Approximately 800

160 GENESEE STREET

AUBURN, NY 13021

GENERAL CONDITIONS

BIDS

1. All proposals shall be contained in sealed envelopes addressed to the Cayuga County Purchasing Department, Attn: Director of Purchasing, 160 Genesee Street, 5th Floor, Auburn, NY 13021

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

3. The prices submitted shall be exclusive of Federal and State taxes and must not include any tax for which the bidder may claim exemption because of doing business with the County.

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

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

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

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

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

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

10. Project will be awarded as best value to promote the public interest, taking into consideration the reliability of the proposer, price, the quality of the materials, equipment, or supplies to be furnished, their conformity with the specifications, the purposes for which required, and the terms of delivery, completion, and training. The County possesses the authority to grant the Project to multiple potential bidders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

25. Proposer must complete all forms that are a part of this request for proposals attached hereto and submit them with the proposal.

26. No verbal interpretation of the intent of any of the specifications or other Contract Documents will be made before opening of proposals. Requests for written interpretations prior to opening must be presented, in writing, to the Purchasing Agent, 160 Genesee St. 6th Flr., Auburn, NY 13021, and to be given consideration must be received by the Purchasing Agent at least seven (7) days prior to the date set for the opening.

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

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

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

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

31. This RFP does not commit to the County to award a contract, pay any cost incurred in the preparation of a proposal in response to this RFP or to procure and/or contract for services. The County intends to award a contract on the basis of the best interest and advantage to the County, and reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with all qualified proposers or to cancel this RFP in part or its entirety, if it is in the best interest of the Village to do so. The County Administration will conduct preliminary evaluations of all submissions for compliance. Any submissions that do not comply with the requirements of the RFP may be disqualified.

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

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

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

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

36. Upon mutual agreement by both the County and the awarded bidder(s), a bid may be extended for 4 additional years after the first year.

37. The New York State Freedom of Information Law, Public Officers Law, Article 6, provides public access to information. Public Officers Law, section 87(d)(2) provides for exceptions to disclosure for records or portions thereof that are “trade secrets or are submitted to an agency by a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” Information that the proposer wishes to have treated as proprietary and confidential trade information should be identified and labeled “Confidential” or “Proprietary” on each page at the time of submittal. This information should include a written request to exempt it from disclosure, including a written statement of the reasons why the information should be exempt.

STANDARD CONTRACT CLAUSES FOR CAYUGA COUNTY

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

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

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

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

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

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

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

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

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

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

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

SAMPLE AGREEMENT (Subject to negotiation) General Services

This agreement (hereinafter the “Agreement”), made by and between the COUNTY OF CAYUGA, a municipal corporation of the State of New York, having its principal place of business at 160 Genesee Street, Auburn, NY 13021 (hereinafter, the “County”) acting by and through [County Department], and

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

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

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

Term of this Agreement: _______________, 2025 through ______________, 20____

Appendix A – Scope of Services

Appendix B-1 – Standard Terms and Conditions, General Services

Appendix C-1 – Insurance Agreement – General Services

Appendix D – Required Notices to All Vendors, Contractors and Consultants

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

This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. The parties agree to accept electronic signatures in “.pdf” or similar format in the same manner and having the same effect as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by setting their hands and seal this ____ day of _______________, 2025.

COUNTY OF CAYUGA CONTRACTOR:

By: ___________________________ By: _____________________________ Jonathan Anna , Chair Cayuga County Legislature

COUNTY DEPARTMENT Approved:

By: ___________________________ ________________________________

County Attorney’s Office

A P P E N D I X A

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

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

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

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

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

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

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APPENDIX B-1

STANDARD TERMS AND CONDITIONS

The parties to the attached contract (including any amendments thereto) (hereinafter, “the Agreement” or “this Agreement”) agree to be bound by the following terms and conditions which are hereby incorporated into and made a part of the Agreement. The word “Contractor” herein refers to the signatory on the face page of this Agreement. The word “County” refers to the County of Cayuga.

1. PERFORMANCE/SCOPE OF WORK. The services to be performed are described in Appendix A, Scope of Services, to which these Terms and Conditions are attached. County shall not compensate Contractor for any services not within the Scope of Services as specifically identified in Appendix A without prior authorization, evidenced either by a written Change Order or Addendum to this Agreement, authorized by the County Legislature, and executed by the County officer or employee who executed this Agreement. The Contractor shall procure and pay for all permits and licenses necessary for the Services to be rendered hereunder. Contractor shall be solely responsible for procuring, paying for and maintaining any equipment or supplies necessary or appropriate for the performance by Contractor of the work or services contemplated by this Agreement.

2. CONTRACTOR REPRESENTATIONS. Contractor represents and warrants that:

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

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

c. No person or selling agent has been employed or retained by Contractor to solicit or secure this Agreement upon an agreement or upon an understanding for a commission, percentage, a brokerage fee, contingent fee or any other compensation;

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

e. No elected official or other officer or employee of the County, nor any person whose salary is payable, in whole or in part, by the County, or any corporation, partnership or association in which such official, officer or employee is, directly or indirectly interested, shall have any financial interest, direct or indirect, in this Agreement or in the proceeds thereof.

Contractor makes the foregoing representations and warranties to induce the County to enter into this Agreement and the County relies upon such representations and warranties in the execution hereof.

For a breach or violation of such representations or warranties, the County shall have the right to annul this Agreement without liability. For a breach of subparagraphs “c”, “d” and “e”, in addition to any other remedy available, the County shall be entitled to recover all monies paid hereunder and Contractor shall not make claim for or be entitled to recover, any sum or sums otherwise due under this Agreement. These remedies, if effected, shall not constitute the sole remedies afforded the County for such falsity or breach, nor shall it constitute a waiver of the County’s right to claim damages or otherwise refuse payment or to take any other action provided for by law or pursuant to this Agreement.

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

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

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

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

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

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

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

10. NOTICE AND SERVICE OF PROCESS. Notice to the parties shall be given at the addresses shown at the opening paragraphs of this Agreement and shall be deemed complete upon depositing the same in a postage paid envelope addressed to such addresses to the U.S. Postal Service. In addition to the methods of service allowed by the NYS Civil Practice Law & Rules, Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor’s actual receipt of process or upon the County’s receipt of the return receipt thereof by the U.S. Postal Service as refused or undeliverable. Contractor must promptly notify the County, in writing, of each and every change of address to which service of process can be made. Service by the County to the last known address shall be sufficient. An additional copy of any notice to the County shall be sent to the Office of the County Attorney, 160 Genesee Street, Sixth Floor, Auburn, NY 13021.

11. NO ASSIGNMENT/SUBCONTRACT. Contractor shall not assign or subcontract any of its rights, interests or obligations under this Agreement without the express written consent of the County. Any attempted assignment or subcontract in violation of this Paragraph shall be void. Any services performed by an assignee or subcontractor without obtaining the prior written consent of the County shall not be compensated. Any assignment or subcontract properly consented to shall be subject to all of the terms and conditions of this Agreement.

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

13. CONFLICTING TERMS. In the event of a conflict between the terms of this Agreement (including any and all attachments thereto and amendments thereof) and the terms of this Appendix B-1, the terms of this Appendix B-1 shall control.

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

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

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

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

18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise.

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

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

21. BOOKS AND RECORDS. Contractor agrees to maintain separate and accurate books, records, documents and other evidence and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of Services under this Agreement and agrees to retain the same for a period of six (6) years from the date of the last payment or termination hereof.

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