RFP 29393 Appendix C - Sample Contract.pdf

Appendix C – Sample Contract

Solicitation 29393

STATE OF NEW YORK

DIVISION OF HOMELAND SECURITY AND EMERGENCY SERVICES

AGREEMENT FOR

NEXT GENERATION 911 SYSTEM DEVELOPMENT

WITH

(CONTRACTOR)

CONTRACT # DHS01-C600163-1160200

THIS AGREEMENT, made this ____ day of ___________, 2026 by and between the People of the State of New York, acting by and through the Commissioner of the Division of Homeland Security and Emergency Services, whose office is located at 1220 Washington Avenue Building 7A, Albany, New York 12226 (hereinafter “Commissioner”, "DHSES" or "State"), and (Company Name), (hereinafter "Contractor"), with an office at __________________________.

W I T N E S S E T H:

WHEREAS, DHSES is responsible for the Next Generation 911 System Development and in fulfilling its responsibility deems it necessary to obtain services to develop a standards-based Statewide Emergency Services Internet Protocol Network (“ESInet”) which will support Next Generation Core Services (“NGCS”) needed to process 911 communications on the ESInet (collectively, the ESInet and NGCS as referred to as the “System of Services”) therefor, and

WHEREAS, DHSES has determined after having solicited proposals from bidders willing to supply these services, that the Contractor submitted the best value proposal for such services and that the Contractor possesses the necessary capacity, experience and expertise for provision of Next Generation 911 System Development, and that Contractor is ready, willing and able to perform such services on the terms hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. CONSIDERATION

DHSES shall pay the Contractor for all Next Generation 911 System Development fees and other fees and expenses in accordance with the amounts and rates put forth in the Contractor’s proposal attached hereto as Appendix "C", which Appendix C is hereby incorporated by reference and made a part hereof as fully as if set forth as length herein. This contract will be established with a not to exceed value of $__________. Services performed beyond this amount will not be compensated.

2. TERM

This Agreement shall commence upon OSC approval and will be in effect for ten (10) years unless sooner terminated as herein specified.

3. SERVICES

The Contractor agrees to perform this Agreement and to furnish the services, labor and materials required in connection therewith in accordance with all the specifications, conditions, covenants and representations contained in the Request for Proposal 29393, which is annexed as Appendix "B" hereto, and the Contractor’s Proposal, annexed as Appendix “C” hereto, except as such Appendices B and C have been revised by the terms hereof. Appendix B is hereby incorporated by reference and made a part hereof with the same force and effect as if set forth at length herein.

4. TERMINATION

This Agreement may be terminated in accordance with the termination provisions set forth in the solicitation attached hereto as Appendix B hereof.

5. TAXES

The Contractor will be responsible for all applicable Federal, State and Local taxes and all FICA contributions.

6. INDEPENDENT CONTRACTOR

It is understood and agreed that the legal status of the Contractor, its subcontractors, agents, officers and employees is that of an independent contractor and in no manner shall they be deemed employees or agents of the State of New York and, therefore, are not entitled to any of the benefits associated with such employment or designation.

7. APPENDIX A

Appendix A, Standard Clauses for New York State Contracts, attached hereto, is hereby expressly made a part of this Agreement as fully as if set forth at length herein.

8. ASSIGNMENT

Contractor agrees that it will not assign this Agreement, or any interest therein without the prior consent of the Commissioner of the Division of Homeland Security and Emergency Services.

9. CONDITIONS PRECEDENT

This Agreement shall not be deemed executed, valid or binding unless and until approved in writing by the Attorney General and the State Comptroller.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties hereto and no statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid and this Agreement shall not be changed, modified or altered in any manner except by an instrument in writing executed by both parties hereto.

11. INCONSISTENCIES

In the event of any discrepancy, disagreement or ambiguity between this contract agreement and Appendix B "Solicitation" and/or Appendix C "Proposal", or between any Appendices, the documents shall be given preference in the following order to interpret and to resolve such discrepancy, disagreement or ambiguity:

1. Appendix A

2. This Contract Agreement

3. Appendix B – Solicitation 29393 including Addenda

4. Appendix C – Contractor’s Proposal

The parties understand and agree that any and all deviations or exceptions taken by Contractor to the State's Request for Proposal are hereby withdrawn except only to the extent that such exceptions or deviations have been explicitly incorporated into this contract agreement.

12. FORCE MAJEURE

Neither party hereto will be liable for losses, defaults, or damages under this Agreement which result from delays in performing, or inability to perform, all or any of the obligations or responsibilities imposed upon it pursuant to the terms and conditions of this Agreement, due to or because of acts of God, the public enemy, acts of government, earthquakes, floods, strikes, civil strife, fire or any other cause beyond the reasonable control of the party that was so delayed in performing or so unable to perform provided that such party was not negligent and shall have used reasonable efforts to avoid and overcome such cause. Such party will resume full performance of such obligations and responsibilities promptly upon removal of any such cause.

13. ASSIGNMENT BY STATE

The State agrees not to assign this Agreement without prior notice to and reasonable consent of the Contractor provided, however, that this Agreement may be assigned without such consent to another agency or subdivision of the State pursuant to a governmental reorganization or assignment of functions under which the pertinent functions of DHSES as an agency are transferred to a successor agency or subdivision of the State.

14. NOTICES

All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to this Agreement shall be in writing and shall be validly given when mailed by registered or certified mail, overnight carrier or hand delivered, (i) if to the State, addressed to the State at its address set forth above, and (ii) if to Contractor, addressed to Contractor at its address set forth above. The parties may from time to time, specify any address in the United States as its address for purpose of notices under this Agreement by giving fifteen

(15) days written notice to the other party. The parties agree to mutually designate individuals as their respective representatives for the purposes of this Agreement.

15. CAPTIONS

The captions contained in this Agreement are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof.

16. SEVERABILITY

In the event that any one or more of the provisions of this Agreement shall for any reason be declared unenforceable under the laws or regulations in force, such provision will not have any effect on the validity of the remainder of this Agreement, which shall then be construed as if such unenforceable provision had never been written or was never contained in this Agreement.

17. INFORMATION SECURITY BREACH

In accordance with the New York State Information Security Breach and Notification Act (ISBNA) (General Business Law §§ 899-aa and 899-bb and State Technology Law § 208), a Contractor with DHSES shall be responsible for all applicable provisions of the ISBNA and the following terms herein with respect to any private information (as defined in the ISBNA) received by or on behalf of DHSES under this Agreement.

Contractor shall supply DHSES with a copy of its notification policy, which shall be modified to be in compliance with this provision, as well as DHSES’s notification policy.

Contractor must encrypt any database fields and backup tapes that contain private data elements, as set forth in the ISBNA.

Contractor must ensure that private data elements are encrypted in transit to / from their systems.

In general, contractor must ensure that private data elements are not displayed to users on computer screens or in printed reports; however, specific users who are authorized to view the private data elements and who have been properly authenticated may view/receive such data.

Contractor must monitor for breaches of security to any of its systems that store or process private data owned by DHSES.

Contractor shall take all steps as set forth in ISBNA to ensure private information shall not be released without authorization from DHSES.

In the event a security breach occurs as defined by ISBNA Contractor shall immediately notify DHSES and commence an investigation in cooperation with DHSES to determine the scope of the breach.

Contractor shall also take immediate and necessary steps needed to restore the information security system to prevent further breaches.

Contractor shall immediately notify DHSES following the discovery that DHSES’s system security has been breached.

Unless the Contractor is otherwise instructed, Contractor is to first seek consultation and receive authorization from DHSES prior to notifying the individuals whose personal identity information was compromised by the breach of security, the New York State Chief Information Security Office, the Department of State Division of Consumer Protection, the Attorney General’s Office or any consumer reporting agencies of a breach of the information security system or concerning any determination to delay notification for law enforcement investigations.

Contractor shall be responsible for providing all notices required by the ISBNA and for all costs associated with providing said notices.

This policy and procedure shall not impair the ability of the Attorney General to bring an action against the Contractor to enforce all provisions of the ISBNA or limit the Contractor’s liability for any violations of the ISBNA.

18. CONTRACTOR RESPONSIBILITY

The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if requested by the Commissioner of DHSES or his designee, to present evidence of its continuing legal authority to do business in New York State, integrity, experience, ability, prior performance, and organizational and financial capacity.

The Commissioner of DHSES or his designee, in his or his sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she discovers information that calls into question the responsibility of the Contractor. In the event of such suspension, the Contractor will be given written notice outlining the particulars of such suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension order. Contract activity may resume at such time as the Commissioner of DHSES or his designee issues a written notice authorizing a resumption of performance under the Contract.

Upon written notice to the Contractor, and a reasonable opportunity to be heard with appropriate DHSES officials or staff, the Contract may be terminated by the Commissioner of DHSES or his designee at the Contractor’s expense where the Contractor is determined by the Commissioner of DHSES or his designee to be non-responsible. In such event, the Commissioner of DHSES or his designee may complete the contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable remedies for breach.

In no case shall such termination of the Contract by the State be deemed a breach thereof, nor shall the State be liable for any damages for lost profits or otherwise, which may be sustained by the Contractor as a result of such termination.

CONTRACT NO. DHS01-C600163-1160200

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

(Company Name) THE PEOPLE OF THE STATE OF NEW YORK

By:____________________________ By:____________________________

Name: Name:

Title: Title:

Federal I.D. No.: Date:

Date:

APPROVED AS TO FORM APPROVED

Attorney General State Comptroller

STATE OF )

) ss.:

COUNTY OF ______________ )

On the _____ day of ___________ in the year 20__, before me, the undersigned, personally appeared __________________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Sample Contract

Appendix A

STANDARD CLAUSES FOR NEW YORK STATE

CONTRACTS

[Text not included at this time because it is included elsewhere in the solicitation. Will be added when contract is finalized]

Appendix B

Request for Proposal 29393

Appendix C

Contractor’s Proposal