RFP 26-ADM-014.pdf

REQUEST FOR PROPOSALS

Consolidated County-Wide Cost Allocation Plan

RFP No. 26-ADM-014

Contact Person: Michael Ponticiello

Position Title: County Administrator

County Department: Office of the County Administrator

Contact Email: administrator@cortlandcountyny.gov

Description of Project/Work to be Performed:

Countywide Cost Allocation Plan, DSS Indirect Cost Proposal, and Space Occupancy / Maintenance in Lieu of Rent Analysis

See scope of work for complete description.

Questions or clarifications of items in this Request for Proposals (RFP) must be submitted in writing to the contact person listed no later than close of business: October 15, 2026. If questions or clarifications are submitted via email, please request a read receipt confirmation in the email.

Please submit one (1) original and one (1) electronic copy on flash drive or compact disc of proposal to Office of the County Administrator, Attn: Michael Ponticiello, Deputy County Administrator, 60 Central Avenue, Suite 316, Cortland, NY 13045 no later than:

Time: 2:30 PM

Day: Thursday

Date: October 22, 2026

All bids received will be publicly opened at 2:30 p.m., Thursday, October 22, 2026 in Room 316 of the Cortland County Office Building. Bids must be submitted to the correct address to be accepted. The governing legislative committee will evaluate proposals and request interviews if necessary.

It is anticipated that a decision will be made on or about November 19, 2026.

Cortland County will negotiate terms upon selection of a vendor. All contracts are subject to review and approval by the Cortland County Attorney. (Standard Contract EXAMPLE attached)

The vendor awarded the County’s business will be selected based on the offering with the greatest benefit to the County. Cortland County reserves the right to accept or reject any or all proposals, to take exception to these RFP specifications or to waive any formalities. The County specifically reserves the right to negotiate a contract with the selected vendor.

All accepted bids must include a fully executed Exhibit A, B, C, and D.

Piggybacking allowed for proposal: No

Scope of Work

Countywide Cost Allocation Plan, DSS Indirect Cost Proposal, and Space Occupancy / Maintenance in Lieu of Rent Analysis

A. Purpose and Objective

Cortland County is seeking proposals from qualified firms to prepare the County’s annual countywide central service cost allocation plan, Department of Social Services indirect cost proposal, space occupancy cost analysis, Maintenance in Lieu of Rent supporting documentation, and related forms, schedules, certifications, and claiming instructions.

The objective of this engagement is to ensure that allowable administrative, central service, fringe benefit, facility, and indirect costs incurred by Cortland County on behalf of federal, state, and other reimbursable programs are properly documented, allocated, claimed, and recovered to the maximum extent permitted by applicable federal and New York State requirements.

The selected firm shall prepare all work in accordance with the applicable version of 2 CFR Part 200 in effect for the fiscal year being prepared, including Subpart E, Appendix V, and Appendix VII; applicable federal cost principles and HHS Cost Allocation Services guidance, including ASMB C-10 or successor guidance; applicable New York State Office of Temporary and Disability Assistance Fiscal Reference Manuals, including the current version of Volume 3; 18 NYCRR Part 602; 18 NYCRR 609.5, where applicable; and any applicable federal, state, cognizant agency, pass-through agency, or audit requirements.

B. Term of Work

The initial term of the engagement shall cover the fiscal years ending December 31, 2026, December 31, 2027, and December 31, 2028. The County may, at its sole discretion, renew the agreement for up to two additional one-year terms.

The County reserves the right to request catch-up, amended, supplemental, or prior-year work if needed. Any such work shall be separately priced unless expressly included in the base proposal.

C. Project Management and Initial Review

For each plan year, the selected firm shall:

1. Conduct an initial project meeting with County representatives to review the prior-year plan, project schedule, required data, County accounting structure, grant programs, major organizational changes, and any changes in applicable federal or state guidance.

2. Identify the County departments, funds, programs, and central service functions to be included in the cost allocation plan.

3. Review the County’s accounting records, budgetary structure, organizational charts, payroll and fringe benefit information, financial statements, claim records, grant information, space utilization data, and other relevant source documentation.

4. Develop and provide a data request packet identifying the financial, payroll, staffing, square footage, statistical, and programmatic information needed to prepare the countywide cost allocation plan, DSS indirect cost proposal, MILOR analysis, and related schedules.

5. Review submitted data for reasonableness, consistency, allowability, and material variance from prior-year data. The firm shall seek clarification from County staff regarding significant variances, missing information, unusual allocations, or changes in methodology.

D. Department Interviews and Allocation Methodology

For each plan year, the selected firm shall conduct interviews or working sessions, as needed, with central service departments and operating departments to develop a complete understanding of services provided, benefiting departments, program activities, accounting practices, and available allocation bases.

At a minimum, the firm shall review services and allocation methodologies for departments or functions such as:

1. County Administrator

2. County Attorney

3. Finance

1. Including Payroll

4. Personnel

1. Including employee benefits and fringe benefit costs

5. Information Technology

1. Including mail/printing/other shared services

6. Public Works - Buildings and Grounds

7. Audit

8. Clerk - Records Management

9. Any other County department or function that provides central services to other departments, funds, or programs.

The firm shall evaluate whether the allocation bases used are reasonable, supportable, auditable, and consistent with applicable federal and state cost principles. The firm shall recommend alternative allocation bases where appropriate to improve accuracy, defensibility, or reimbursement.

E. Countywide Central Service Cost Allocation Plan

The selected firm shall prepare an annual countywide central service cost allocation plan for Cortland County. The plan shall identify, document, and allocate allowable central service costs to benefiting departments, funds, programs, and activities.

The plan shall include, at a minimum:

1. Identification of central service departments and cost pools;

2. Description of services provided by each central service department or function;

3. Identification of direct-billed and allocated central service costs;

4. Calculation of allowable costs by department or cost pool;

5. Identification and exclusion of unallowable costs;

6. Documentation of allocation bases used for each cost pool;

7. Step-down or other approved allocation methodology, as applicable;

8. Allocation of central service costs to benefiting departments, programs, funds, and grants;

9. Reconciliation of costs to the County’s audited financial statements, general ledger, or other County financial records;

10. Summary schedules by department, fund, program, and cost category;

11. Calculation of any applicable fringe benefit or employee benefit percentage needed for claiming or allocation purposes;

12. Identification of material changes from the prior year;

13. Supporting schedules sufficient for audit, review, negotiation, and future County reference.

F. Department of Social Services Indirect Cost Proposal

The selected firm shall prepare the annual Department of Social Services indirect cost proposal and related schedules necessary to support DSS administrative claiming.

The DSS indirect cost proposal shall include, at a minimum:

1. Identification of allowable DSS indirect costs;

2. Allocation of County central service costs to DSS;

3. Identification of DSS departmental indirect costs, where applicable;

4. Calculation of DSS indirect cost rates or allocated indirect cost amounts, as required;

5. Reconciliation to County financial records and DSS claim records;

6. Documentation of allocation bases and supporting statistics;

7. Identification of excluded, unallowable, or non-reimbursable costs;

8. Calculation of any DSS cost adjustment amount required for subsequent-period claiming;

9. Preparation of supporting schedules necessary for County, State, federal, cognizant agency, or audit review;

10. Claiming instructions for DSS fiscal staff.

The firm shall ensure that the DSS indirect cost proposal is prepared in accordance with applicable federal requirements, OTDA Fiscal Reference Manual requirements, and the County’s DSS claiming structure.

G. Space Occupancy Cost Analysis and Maintenance in Lieu of Rent

The selected firm shall prepare a Space Occupancy Cost Analysis Report and Maintenance in Lieu of Rent analysis for DSS and other applicable County departments.

The analysis shall include, at a minimum:

1. Identification of County-owned and County-occupied facilities used by DSS and other applicable departments;

2. Review of square footage, usable space, shared space, vacant space, and program occupancy;

3. Allocation of building, maintenance, utility, depreciation, interest, insurance, custodial, repair, and other allowable occupancy-related costs;

4. Preparation of supporting schedules for Maintenance in Lieu of Rent claims;

5. Calculation of DSS Maintenance in Lieu of Rent claim adjustment amounts;

6. Identification of any required appraisals, comparable rental data, OTDA approvals, or additional documentation;

7. Preparation of forms and supporting documentation required for claiming office space and rental charges in publicly owned buildings;

8. Reconciliation of facility costs to County financial records;

9. Claiming instructions for DSS and County fiscal staff.

The firm shall separately identify any costs, data, appraisals, or third-party documentation required for Maintenance in Lieu of Rent that are not included in the base proposal.

H. Public Health Space Occupancy / MILOR Analysis

The selected firm shall prepare a separate Public Health space occupancy and/or Maintenance in Lieu of Rent analysis to support State Aid claiming, revenue-offset calculations, cost reporting, grant applications, and other applicable reimbursement documentation.

I. Required Forms, Certifications, and Supporting Documents

The selected firm shall prepare or assist the County in preparing all required forms, certifications, and supporting documents related to the cost allocation plan, DSS indirect cost proposal, and MILOR analysis.

Required forms and documents shall include, but are not limited to:

1. Cost Allocation Annual Certification, LDSS-2346;

2. Information on Office Space and Rental Charges in Publicly Owned Buildings, LDSS- 539;

3. Statement of Estimated Annual Maintenance Costs, LDSS-4927;

4. Any required successor, replacement, or revised forms;

5. Any required federal, state, OTDA, cognizant agency, or pass-through agency certifications;

6. Supporting schedules necessary for submission, audit, or retention.

The firm shall use the current required versions of all forms applicable to the fiscal year being prepared.

J. Claiming Instructions and County Staff Guidance

The selected firm shall provide written claiming instructions and guidance to appropriate County officials for the use of the cost allocation plan, DSS indirect cost proposal, MILOR report, and related schedules.

At a minimum, the firm shall provide guidance regarding:

1. How allocated costs should be claimed;

2. Which schedules support DSS claiming;

3. Which amounts should be used for subsequent-period adjustments;

4. How MILOR amounts should be applied;

5. How Public Health space occupancy or MILOR calculations should be used;

6. Any required follow-up actions, approvals, submissions, or documentation retention;

7. Any changes in federal, state, or OTDA requirements that materially affect claiming or plan preparation.

K. Reports and Deliverables

For each plan year, the selected firm shall provide the County with final reports in both PDF and editable electronic format. Editable files shall include Excel workbooks with formulas intact, allocation schedules, source-data summaries, and supporting workpapers sufficient for County review and audit support.

At a minimum, deliverables shall include:

1. Countywide Central Service Cost Allocation Plan;

2. Department of Social Services Indirect Cost Proposal;

3. Space Occupancy Cost Analysis Report;

4. Maintenance in Lieu of Rent supporting schedules;

5. Public Health MILOR or space occupancy analysis;

6. Required DSS forms, certifications, and supporting schedules;

7. Claiming instructions;

8. Summary of results by department, fund, program, and cost type;

9. Summary of material changes from the prior year;

10. Management comments or recommendations regarding allocation methodology, documentation, reimbursement opportunities, or process improvements;

11. Complete audit trail and reference materials supporting the plan.

The selected firm shall also provide department-specific written guidance, summaries, or transmittal materials for DSS, Public Health, Mental Health, Area Agency on Aging, Community Development, and any other County department or fund identified through the annual cost allocation process as having claimable costs.

The firm shall provide sufficient electronic files and supporting documentation for use by the County Administrator, Finance Department, Department of Social Services, Public Health Department, auditors, and applicable state or federal reviewers.

L. Review Meetings

Upon completion of draft reports, the selected firm shall review the draft results with appropriate County officials before finalization.

The review shall include, at a minimum:

1. Explanation of major allocations;

2. Explanation of changes from the prior year;

3. Review of DSS and MILOR claim impacts;

4. Review of any Public Health claiming impacts;

5. Identification of required County actions before submission or claiming;

6. Opportunity for County staff to ask questions and request corrections or clarifications.

Final reports shall not be issued until the County has had a reasonable opportunity to review draft reports.

M. Audit, Review, and Agency Support

The selected firm shall provide support, at no additional cost within the base scope, for reasonable questions, reviews, negotiations, or audit inquiries related to plans and reports prepared under this engagement.

This support shall include assistance with questions from:

1. Cortland County officials;

2. The County’s independent auditors;

3. New York State Office of Temporary and Disability Assistance;

4. New York State Department of Health;

5. Federal cognizant agencies;

6. Federal or state grantor agencies;

7. Pass-through agencies;

8. Single Audit reviewers.

The firm shall be responsible for correcting, at no additional cost, any errors in computation, allocation, report preparation, or methodology caused by the firm. The County shall remain responsible for the accuracy and completeness of financial, payroll, statistical, space, and program data provided to the firm.

The proposal shall identify the amount of audit or agency support included in the base price and the hourly rates for additional support beyond the base scope.

N. Schedule

For each plan year, the firm shall begin work promptly after the County provides substantially complete financial and statistical data.

The County expects final reports to be completed within sixty days after the date on which sufficient data is available for the firm to commence fieldwork, unless otherwise agreed to in writing by the County and the firm.

The proposal shall include a proposed project schedule identifying major milestones, data request dates, draft report delivery, County review, and final report delivery.

O. Optional Services

The County may request optional services related to the cost allocation plan or indirect cost recovery. Proposers shall separately price any optional services, including but not limited to:

1. Amended or supplemental prior-year plans;

2. Additional departmental indirect cost rate proposals;

3. Grant-specific indirect cost analyses;

4. Review of indirect cost recovery opportunities;

5. Fully loaded departmental cost analyses;

6. Fee or chargeback methodology review;

7. Public Health, Mental Health, Highway, or other department-specific indirect cost analyses;

8. Training for County staff on use of the cost allocation plan and related claiming schedules;

9. Additional onsite meetings beyond the base scope;

10. Additional audit defense or agency negotiation support beyond the base scope.

P. Proposal Pricing

Proposers shall provide a separate all-inclusive lump sum fixed fee for each fiscal year covered by the proposal. The lump sum fee for each year shall include all work required under this Scope of Work, including the countywide central service cost allocation plan, DSS indirect cost proposal, space occupancy cost analysis, Maintenance in Lieu of Rent analysis, required LDSS forms and certifications, claiming instructions, review meetings, report preparation, electronic workpapers, and reasonable audit or agency support related to the reports prepared by the firm.

The lump sum fee shall include all direct costs, indirect costs, administrative costs, travel, out-of-pocket expenses, meetings, report production, and support necessary to complete the required work. The County shall not be responsible for any additional costs unless the work is expressly approved in writing by the County as an optional or supplemental service.

Proposers shall provide pricing in the following format:

Fiscal Year Year Work Will Be

Completed All-Inclusive Lump Sum Fixed Fee

FYE 20___ 20___ $___________________

FYE 20___ 20___ $___________________

FYE 20___ 20___ $___________________

Optional FYE 20___ 20___ $___________________

Optional FYE 20___ 20___ $___________________

Proposers shall separately identify hourly rates for partner/principal, manager, supervisor, specialist, and staff-level personnel for any optional or supplemental work requested by the County outside the base scope.

Optional or supplemental services shall not be performed unless authorized in writing by the County.

Proposals MUST include:

A. Name, contact, address, telephone number, fax number and email address of your firm/business.

B. Project Specifications including scope of work/timeline.

C. Schedule of Fees / Project Budget.

D. Copies of all licenses, permits and certifications relating to the necessary qualifications for this RFP.

E. NYS Certificate of Authority to do Business in New York State.

F. Proof that signatory is at least a 50% owner and has the authority to act on behalf of the firm/business.

G. References; all qualified firms must submit a list of at least three firms, organizations or major customers to whom they have provided services within the previous five years.

This information should include name, address, phone & email information of each reference. Letters of recommendation and references from other municipalities or public agencies are preferred.

H. Information on any current or pending litigation against the firm or any of its principals as it relates to the services provided by the firm.

I. Current W-9.

J. Proof of Insurance (Liability, Disability, Workers’ Compensation, Vehicle, etc.) NOTE:

Successful proposer will be required to name “County of Cortland” as an additional insured; for contracts over $25,000 insurance must include ‘per project aggregate’ endorsement.

K. Copy of active NYS MWBE Certification (if applicable).

L. Exhibit A: Acknowledgement and Agreement to Comply with Standard Clauses for

NYS Contracts.

M. Exhibit B: Drug Free Workplace.

N. Exhibit C: Non-Collusive Bidding Certification Required by §139-D of the State Finance Law.

O. Exhibit D: Conflict of Interest Disclosure.

P. Exhibit E: Privacy and Security HIPPA Compliance (if applicable).

AGREEMENT

THIS AGREEMENT, entered into this _____ day of _______________, 20___, by and between the COUNTY

OF CORTLAND, New York, (the “COUNTY”), a municipal corporation organized and existing under the laws of the State of New York with offices at 60 Central Avenue, Cortland, New York 13045, and , (the

“CONTRACTOR”), with offices located at .

WITNESSETH, that the COUNTY and the CONTRACTOR, for the consideration hereafter named, agree as follows:

ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFORE

The CONTRACTOR shall furnish .

(Describe the work to be done; if a proposal for the work exists, attach same as an exhibit and cite said exhibit herein.)

ARTICLE 2. TERM

The CONTRACTOR agrees to perform the services and/or supply goods beginning , 20 and ending

_, 20 .

ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT

Upon receipt of written notice that the Contract has been fully performed and the COUNTY agrees that the

Contract has been fully performed, the CONTRACTOR shall file with the COUNTY an itemized voucher and the

COUNTY shall pay the CONTRACTOR $ within its normal payment period.

ARTICLE 4. CONTRACTOR’S INSURANCE

A.1 The CONTRACTOR shall not commence work under this Contract until he/she/it has obtained all insurance required under this paragraph and the COUNTY has approved such insurance. The COUNTY requires the following insurance coverage and amounts:

(i) Comprehensive General Liability, including personal injury coverage of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate, and property damage coverage in the amount of

$500,000.00 per occurrence and $1,000,000.00 in the aggregate.

(ii) Automobile coverage with a combined single limit of $1,000,000.00.

(iii) Statutory Workers’ Compensation, Disability Coverage, and Unemployment Insurance.

(iv) Professional Liability Insurance in the amount of $1,000,000.00 where applicable.

(v) Specialty Insurance as noted below:

(a) Not Applicable if checked

(b) Type: ______________________ Coverage Limit __________________

DRAFT

A.2 Such policies are to be in the broadest form available on usual commercial terms and shall be written by insurers of recognized financial standing satisfactory to the COUNTY and who have been fully informed as to the nature of the services to be performed. Except for Worker’s Compensation and professional liability, the

COUNTY shall be an additional insured on all such policies with the understanding that any obligations imposed upon the insured (including without limitation, the liability to pay premiums) shall be the sole obligations of the

CONTRACTOR and not those of the COUNTY. The CONTRACTOR irrevocably waives all claims against the

COUNTY for all losses, damages, claims or expenses resulting from risks commercially insurable under the insurance described in this paragraph. The provision of insurance by the CONTRACTOR shall not in any way limit the CONTRACTOR’S liability under this agreement.

B. The CONTRACTOR shall submit at the time of the execution of this agreement, certificates of insurance properly executed by an authorized representative of its insurance underwriter, evidencing such insurance policies to be in full force and effect, naming the COUNTY which shall assume to include its officers, employees, agents and representatives as additional insured. The certificates of insurance shall name specifically “Cortland County, 60 Central Avenue, Cortland, New York 13045” as an additional insured. In addition, the CONTRACTOR must provide an endorsement to the policy showing that the COUNTY is actually insured together with a copy of the policy declarations page.

C.1 Each policy of insurance shall contain clauses to the effect that:

(i) Such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the COUNTY with respect to its interests,

(ii) It shall not be cancelled, including, without limitation, for non-payment of premium, or materially amended, without 30 days prior written notice to the COUNTY, directed to the contracting department and the office of the County Attorney and to the office of the Chair of the Legislature, and the COUNTY shall have the option to pay any necessary premiums to keep such insurance in effect and charge the cost back to the CONTRACTOR.

C.2 To the extent it is commercially available, each policy of insurance shall be provided on an “occurrence” basis. If any insurance is not so commercially available on an “occurrence” basis, it shall be provided on a “claim made” basis, and all such “claims made” policies shall provide that:

(i) Policy retroactive dates coincide with or precede the CONTRACTOR’S start of the performance of the services (including subsequent policies purchased as renewals or replacements);

(ii) The CONTRACTOR will maintain similar insurance for at least 6 years following final acceptance of the services;

(iii) If the insurance is terminated for any reason, the CONTRACTOR agrees to purchase an unlimited extended reporting provision to report claims arising from the services performed for the County;

(iv) Immediate notice shall be given to the COUNTY through the contracting department and the office of the County Attorney and to the office of the Chair of the Legislature of circumstances or incidents that might give rise to future claims with respect to the services performed under this agreement;

(v) Notice of termination of any such policies must be provided to the COUNTY at least ten (10) days in advance of such Notice of termination. CONTRACTOR shall, on or before this 10-day period, provide the COUNTY with a prospective Certificate of Insurance with the above coverage and limits for the balance of the term of this agreement; and

(vi) The CONTRACTOR shall obtain replacement insurance within ten (10) days in the absence of which CONTRACTOR shall be in breach of this Agreement.

D. All insurance coverage required to be purchased and maintained by the CONTRACTOR under this agreement shall be primary for the defense and indemnification on any action or claim asserted against the

COUNTY and/or the CONTRACTOR for work performed under this agreement, regardless of any other collectible insurance or any language in the insurance policies which may be to the contrary.

E. Any accident shall be reported to the COUNTY as soon as possible and not later than twenty-four (24) hours from the time of such accident. A detailed written report must be submitted to the COUNTY as soon thereafter possible and not later than three (3) days after the date of such accident.

ARTICLE 5. REPRESENTATIONS OF CONTRACTOR

The CONTRACTOR represents and warrants:

(i) That he/she/it is financially solvent, that he/she/it is licensed to the extent required by law, and that he/she/it is experienced in and competent to perform the services as described in Article 1 above,

(ii) That he/she/it has not been convicted of a crime under the laws of the United States or of any state,

(iii) That he/she/it has not been disqualified from performing any contract funded by the United States or the State of New York and that there is no proceeding pending or threatened against the Contractor by either government,

(iv) That no officer or employee of the County has an interest in this agreement, which would disqualify the CONTRACTOR from performing this agreement and receiving payment therefor,

(v) That he/she/its facilities, if used in the performance of this agreement, are accessible to the handicapped or will be made accessible to the handicapped in accordance with applicable regulations,

(vi) That he/she/it is familiar with all Federal, State, municipal and departmental laws, ordinances and regulation which may in any way affect the work or those employed therein.

(vii) That he/she/it shall comply with all standard New York State contract requirements as set forth in

Exhibits A-D and Appendix A; attached and annexed hereto.

ARTICLE 6. PERMITS AND REGULATIONS

The CONTRACTOR shall procure and pay for all permits and licenses necessary for the services to be rendered hereunder.

ARTICLE 7. APPROPRIATIONS

If this agreement is funded by a grant or contract between the COUNTY and the State or Federal government or is otherwise subject to legislative appropriation, the COUNTY shall not be liable beyond the funds authorized by such legislation or provided by the COUNTY, State or Federal governments.

In the event that such funding shall be terminated or reduced, this agreement shall end on the effective date of notice of termination.

The COUNTY shall remain liable for all charges and expenses incurred prior to the date of termination.

If funding is reduced below the level authorized by the COUNTY and the parties do not desire to terminate this agreement, funding shall be deemed to have been reduced to the amount authorized by the State or Federal government as set forth in notice given by the COUNTY to the CONTRACTOR.

ARTICLE 8. COUNTY’S RIGHT TO STOP WORK OR TERMINATE CONTRACT

A. The COUNTY shall have the right to stop work or terminate the Contract if:

(i) The CONTRACTOR is adjudged bankrupt or makes an assignment for the benefit of creditors; or

(ii) A receiver or liquidator is appointed for the CONTRACTOR or for any of his/her/its property and is not dismissed within twenty (20) days after such appointment or the proceedings in connection therewith are not stayed on appeal within said twenty (20) days; or

(iii) The CONTRACTOR refuses or fails to prosecute the work or any part thereof with due diligence; or

(iv) The CONTRACTOR fails to make prompt payment to persons supplying labor for the work; or

(v) The CONTRACTOR fails or refuses to comply with all applicable laws, regulations or ordinances applicable to the performance of this agreement; or

(vi) The determination that any representation or certification made under this agreement is untrue; or

(vii) The CONTRACTOR violates any provision of the Contract;

(viii) In any event, the COUNTY, without prejudice to any other rights or remedy it may have, may by seven (7) days notice to the CONTRACTOR, terminate this contract pursuant to the grounds stated herein. In such case, the CONTRACTOR shall not be entitled to receive any further payment until the work is complete. If the unpaid balance of the compensation to be paid to the CONTRACTOR hereunder exceeds the expense of completing the work, such excess shall be paid to the

CONTRACTOR. If such expense exceeds such unpaid balance, the CONTRACTOR shall be liable to the COUNTY for such excess.

(ix) COUNTY may terminate this contract upon thirty (30) days written notice to the CONTRACTOR if deemed in the best interest of the COUNTY.

(x) COUNTY may terminate if the contract is not funded.

B. Upon termination of this agreement, the CONTRACTOR shall comply with all County close-out procedures, including but not limited to:

(i) Accounting for and refunding to the COUNTY within 30 days, any unexpended funds which have been paid to the CONTRACTOR pursuant to this agreement;

(ii) Not incur any further obligations pursuant to this agreement after the termination date;

(iii) Submit to the COUNTY, within 30 days of termination, a full report of receipts and expenditures of funds, program activities, and obstacles, if any, attendant to CONTRACTOR’S performance of this agreement; and

(iv) Furnishing within 30 days an inventory to the COUNTY of all equipment, appurtenances and property purchased by the CONTRACTOR through or provided under this agreement, and carrying out any COUNTY directive concerning the disposition thereof.

C. If the COUNTY terminates this agreement for cause, the COUNTY may procure, upon such terms and in such manner as it deems appropriate, services similar to those so terminated, and any services so procured by the

COUNTY to complete the services herein will be charged to the CONTRACTOR and/or set off against any sums due the CONTRACTOR.

D. If the CONTRACTOR defaults, the COUNTY may at its option:

(i) Terminate this agreement; and/or

(ii) Recover counsel fees and all costs incurred to enforce this agreement; and/or

(iii) Obtain replacement goods or services and hold the CONTRACTOR responsible for the replacement costs or expenses; and/or

(iv) Pursue such other remedies as may be available under law or this agreement. These remedies are cumulative.

E. Notwithstanding any other provisions of this agreement, the CONTRACTOR shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of the CONTRACTOR’S breach of the agreement or failure to perform in accordance with applicable professional standards, and the COUNTY may withhold payments to the CONTRACTOR for the purpose of set-off until such time as the exact amount of damages due to the COUNTY from the CONTRACTOR is determined. The rights and remedies of the

COUNTY provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law or by this agreement.

ARTICLE 9. INDEMNIFICATION / HOLD HARMLESS

The CONTRACTOR shall indemnify, defend and hold the COUNTY, its Departments, and its officers, employees, contractors, representatives and agents harmless from and against any and all claims, fines, demands, losses, damages and expenses, including attorney’s fees, relating to or arising out of any negligent or intentional acts and/or omissions of the CONTRACTOR or any of its directors, officers, employees, contractors, representatives, or agents.

ARTICLE 10. MONITORING OF PERFORMANCE

The COUNTY shall have the right during the term of this agreement and for the period limited by the applicable statute of limitations to ensure that the services to be provided by the Contractor have been provided as agreed.

The CONTRACTOR herby consents to the examination of the CONTRACTOR’S records and agrees to provide to or permit the COUNTY to obtain copies of any documents relating to the performance of this agreement. The

CONTRACTOR shall maintain all records required by this paragraph for seven (7) years after the date this agreement is terminated or ends; whichever last occurs.

ARTICLE 11. INDEPENDENT CONTRACTOR

The CONTRACTOR, including all its officers, employees and agents agrees that their relationship to the

COUNTY and any of its Departments or units, is that of an independent contractor, and said CONTRACTOR covenants and agrees that they will not conduct themselves as, nor hold themselves out as, nor claim to be an officer or employee of the COUNTY by reason hereof and that they will not claim, demand or make an application to or for any right or privilege applicable to an officer or employee of the COUNTY, including, but not limited to, Workers’ Compensation coverage, Unemployment Insurance benefits, Social Security coverage, medical and/or dental benefits, or retirement membership or credit. As an independent contractor, the

CONTRACTOR shall be solely responsible for determining the means and methods of performing the services and shall have complete charge and responsibility for the CONTRACTOR’S personnel engaged in the performance of the services. However, if any personnel of the CONTRACTOR act in a manner that is detrimental to the COUNTY, the COUNTY may require the CONTRACTOR to remove or replace such personnel with respect to the performance of services under this agreement.

ARTICLE 12. ASSIGNMENT

Neither party may assign or sub-contract this contract or any portion thereof, without prior written consent of the other party hereto.

ARTICLE 13. REQUIRED PROVISIONS OF 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. If any such provision is not inserted, through mistake or otherwise, then upon the application of either party, this Contract shall be physically amended to make such insertion.

ARTICLE 14. VENUES AND DISPUTES

The exclusive means of disposing of any dispute arising under this Agreement shall be decided in a New York

State Court of competent jurisdiction located within Cortland County, New York. There shall be no right to binding arbitration. Pending final resolution of a dispute, the CONTRACTOR shall proceed diligently with performing the terms of this Agreement. The CONTRACTOR waives any dispute or claim not made in writing and received by the COUNTY within thirty (30) days of the occurrence giving rise to the dispute or claim. The claim must be in writing for a sum certain and any money requested must be fully supported by all cost and pricing information.

ARTICLE 15. REMEDIES

The remedies specified herein shall be cumulative and in addition to any other remedies available of law or in equity. Waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other or future breach of the same provision or any other provision of the Agreement.

ARTICLE 16. NOTICES

All notices of any nature referred to in this agreement shall be in writing and sent by registered or certified mail, postage pre-paid, to the respective addresses set forth below or to such other addresses as the respective parties may designate in writing.

To the CONTRACTOR: Business Name:

Physical Address:

Mailing Address:

Contact Person:

Telephone #:

E-Mail Address:

To the COUNTY: County Administrator (and) _____________________________ (Department originating contract)

County of Cortland (contact person)

60 Central Avenue (address) Cortland, New York 13045 (address)

ARTICLE 17. SEVERABILITY

In the event any provision hereof shall be held for any reason to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the remaining provisions of this agreement, which shall continue in full force and effect.

ARTICLE 18. WAIVER

No waiver of any breach of any condition of 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.

ARTICLE 19. MODIFICATION

This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties.

ARTICLE 20. EXECUTORY CLAUSE

The COUNTY shall have no liability under this Agreement to the CONTRACTOR or to anyone else beyond funds appropriated and available for this Agreement.

ARTICLE 21. RECORDS RETENTION AND AUDIT

A. The COUNTY, the State of New York, and the United States shall have the right at any time during the term of this agreement and for the period limited by the applicable statute of limitations to audit the payment of monies hereunder. Additionally, the CONTRACTOR shall:

(i) Comply with any demands made by the COUNTY to provide information with respect to the payment of monies hereunder during the period covered by this paragraph;

(ii) Maintain its books and records in accordance with generally accepted accounting principles or such other method of account, which is approved in writing by the COUNTY prior to the date of this agreement;

(iii) Maintain the revenues and expenditures in connection with this agreement so they are separately identifiable;

(iv) Fully document each expenditure or claim for payment. Expenditure or claims for payment which are not fully documented may be disallowed;

(v) Agree to provide to or permit the COUNTY to examine or obtain copies of any documents relating to the payment of money to the CONTRACTOR or expenditures made by the CONTRACTOR for which reimbursement is made to the CONTRACTOR by the COUNTY;

(vi) Maintain all records required by this paragraph for seven (7) years after the date this agreement is terminated or ends.

B. If the CONTRACTOR has expended, in any fiscal year, $750,000.00 or more in funds provided by the

Federal financial assistance program from a Federal agency pursuant to this agreement and all other contracts with the COUNTY, the CONTRACTOR shall provide the COUNTY with an audit prepared by an independent auditor in accordance with the Single Audit Act of 1984, 31 U.S.C. §7501, et seq., as amended, and the regulations adopted pursuant to such Act.

C. In addition to the foregoing, if this agreement is financed by Medicare reimbursements, then until the expiration of four (4) years after the furnishing of the services provided under this agreement, the

CONTRACTOR will make available to the Secretary, U.S. Department of Health and Human Services, and the

U.S. Comptroller General, and their representatives, this agreement and all books, documents, and records necessary to certify the nature and extent of the costs of those services. If the CONTRACTOR carries out the duties of the agreement through a subcontractor worth $10,000.00 or more over a 12-month period with a related organization, the subcontract will also contain an access clause to permit access by the Secretary, Comptroller

General, and their representatives to the related organization’s books and records.

ARTICLE 22. APPLICABLE LAW

This Agreement is governed by the laws of the State of New York. All disputes relating to this agreement shall be heard in a court of competent jurisdiction having venue in Cortland County.

ARTICLE 23. PRIVACY AND SECURITY (HIPAA) (APPLICABLE TO ALL CONTRACTS FOR

GOODS AND SERVICES WHICH RELATE TO MEDICAL RECORD-KEEPING)

The purpose of this clause is to set forth the requirements for privacy and security of protected health information

(“PHI”) mandated by 45 CFR Part 164 as they apply to the services provided by CONTRACTOR on behalf of

COUNTY. Terms and conditions required relative to this agreement are incorporated and attached to this agreement as “Exhibit E”. DRAFT

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement which shall be deemed an original on the date written.

COUNTY OF CORTLAND

DATE: _________________ BY: ___________________________________

Robert J. Corpora, County Administrator

Acknowledgement

STATE OF NEW YORK )

COUNTY OF CORTLAND ) ss.:

On this______ day of ______________, 20___, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert J. Corpora, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

CONTRACTOR: _________________________________

(Name of company)

DATE: _________________ BY: _______________________________

PRINTED NAME: ____________________

TITLE: _____________________________

Acknowledgement

STATE OF NEW YORK )

COUNTY OF _____________) ss.:

On this______ day of ______________, 20____, before me, the undersigned, a Notary Public in and for said

State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

EXHIBIT A – ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH STANDARD

CLAUSES FOR NEW YORK STATE CONTRACTS (APPENDIX A)

I hereby acknowledge that I have read, understand and agree to comply with the terms as outlined in Appendix A – Standard Clauses for New York State Contracts. Failure to comply may result in immediate termination of this agreement with potential legal recourse by the County.

Signed: ___________________________________ Date: ________________

Title: _____________________________________

EXHIBIT B – DRUG FREE WORKPLACE

Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing the Bids will be followed if none of the tied vendors have a drug free workplace program. In order to have a drug-free workplace program, a business shall:

1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2) Inform employees about the dangers of drug abuse in the workplace, the business’ policy of maintaining a drug free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1).

4) In the statement specified in Subsection (1), notify employees, that, as a condition of working of the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employee of any conviction of, or plea of guilty or nolo contendere to, any violation of any controlled substance law in the United States or any state or Cortland County, for a violation occurring in the workplace no later than five (5) days after such conviction.

5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee’s community, by any employee who is so convicted.

6) Make a good faith effort to continue to maintain a drug free workplace through implementation of this section.

As the person authorized to sign the statement, I certify that this firm complies with the above requirements.

Print Name: _____________________________ Date: _____________________

Signature: _______________________________ Title:______________________

EXHIBIT C - NON COLLUSIVE BIDDING CERTIFICATE REQUIRED BY

SECTION 139-D OF THE STATE FINANCE LAW

Section 139D, Statement of Non-Collusion in bids to the State:

By submission of this bid, bidder and each person signing on behalf of bidder certifies, and in the case of joint bid, each party thereto certifies as its own organization, under penalty of perjury, that to the best of his/her knowledge, and belief:

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

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

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

A Bid shall not be considered for award nor shall any award be made where 1, 2, 3 above have not been complied with; provided however, that if in any case, the bidder(s) cannot make the foregoing certification, the bidder shall so state and shall furnish below a signed statement which sets forth in detail the reasons therefore:

(Affix addendum to this page if space is required for statement.)

Subscribed to me under penalty of perjury under the laws of the State of New York, this ______________ day of _________________, 20_____ as the act and deed of said corporation of partnership or sole proprietor.

If Bidders are a Partnership, complete the Following:

Names of Partners or Principals Legal Residence

If Bidders are a corporation, complete the following:

Name Legal Residence President Vice President Secretary Treasurer

Identifying Data:

Potential Contractor: ______________________________________________________ Address: _______________________________________________________________ Telephone #: _______________________________ Title: ____________________ E-Mail Address: _________________________________________________________

If applicable, Responsible Corporate Officer Name: ____________________________________ Title: _____________________

Signature: _________________________________

Joint or combined bids by companies or firms must be certified by each participant.

Legal name of person or firm Legal name of person or firm Name Name Title Title Address Address

EXHIBIT D - CONFLICT OF INTEREST DISCLOSURE

Conflict of Interest Disclosure Form

Note: A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by the nominator(s)’other material interests, or relationships (especially economic), particularly if those interests or commitments are not disclosed.

This Conflict of Interest Form should indicate whether the nominator(s) has an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be affected by the contract. The nominator(s) should also disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest. Relevant Federally and organizationally established regulations and guidelines in financial conflicts must be abided by.

Individuals with a conflict of interest should refrain from bidding and/or contracting.

Date: _____________________________________________________________

Name:…